-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SxE4SQw6diO46LjDd44/rbUEp4gdgtVeAhRa+YDmaUAwP8RXWSQA8wax+BZWIJte XyulQGezIdRqp7VWiKfu/Q== 0000903423-95-000023.txt : 19951124 0000903423-95-000023.hdr.sgml : 19951124 ACCESSION NUMBER: 0000903423-95-000023 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951122 SROS: NYSE GROUP MEMBERS: AIR PARTNERS II, L.P. GROUP MEMBERS: TPG PARALLEL I, L.P. GROUP MEMBERS: TPG PARTNERS LP ET AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICA WEST AIRLINES INC CENTRAL INDEX KEY: 0000706270 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 860418245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-34444 FILM NUMBER: 95595736 BUSINESS ADDRESS: STREET 1: 4000 EAST SKY HARBOR BLVD. STREET 2: SUITE 2100 CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 602/693-5729 MAIL ADDRESS: STREET 1: 4000 EAST SKY HARBOR BLVD CITY: PHOENIX STATE: AZ ZIP: 85034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG PARTNERS LP ET AL CENTRAL INDEX KEY: 0000923167 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-871-40 MAIL ADDRESS: STREET 1: 201 MAIN ST STE 2420 STREET 2: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) America West Airlines, Inc. ------------------- (Name of Issuer) Class A Common Stock, $.01 par value Class B Common Stock, $.01 par value Warrants to Purchase Class B Common Stock ---------------------------- (Title of Class of Securities) 023650 302 023650 203 023650 112 -------------- (CUSIP Numbers) Richard J. Cooper, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 ---------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 17, 1995 -------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. SCHEDULE 13D CUSIP Nos. 023650 302, 023650 203, 023650 112 ------------ _________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TPG Partners, L.P. 75-2473270 _________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | x| (b) | | _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 SOURCE OF FUNDS WC _________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |__| _________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE _________________________________________________________________ 7 SOLE VOTING POWER CLASS A COMMON STOCK 642,078 CLASS B COMMON STOCK 5,739,480 WARRANTS 1,583,688 NUMBER OF ____________________________________________________________ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY CLASS A COMMON STOCK 1,200,000 EACH CLASS B COMMON STOCK 13,601,967 WARRANTS 4,897,538 ____________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH CLASS A COMMON STOCK 642,078 CLASS B COMMON STOCK 5,739,480 WARRANTS 1,583,688 ____________________________________________________________ 10 SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,601,967 WARRANTS 4,897,538 ______________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,601,967 WARRANTS 4,897,538 _______________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES _______________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CLASS A COMMON STOCK 100.0% CLASS B COMMON STOCK 27.8% WARRANTS 47.2% ________________________________________________________________ 14 TYPE OF REPORTING PERSON PN ________________________________________________________________ SCHEDULE 13D CUSIP Nos. 023650 302, 023650 203, 023650 112 ------------ _________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TPG Parallel I, L.P. 75-2544886 _________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | x| (b) | | _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 SOURCE OF FUNDS WC _________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |__| _________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE _________________________________________________________________ 7 SOLE VOTING POWER CLASS A COMMON STOCK 64,699 CLASS B COMMON STOCK 578,338 WARRANTS 159,580 NUMBER OF ____________________________________________________________ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY CLASS A COMMON STOCK 1,200,000 EACH CLASS B COMMON STOCK 13,601,967 WARRANTS 4,897,538 ____________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH CLASS A COMMON STOCK 64,699 CLASS B COMMON STOCK 578,338 WARRANTS 159,580 ____________________________________________________________ 10 SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,601,967 WARRANTS 4,897,538 ______________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,601,967 WARRANTS 4,897,538 _______________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES _______________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CLASS A COMMON STOCK 100.0% CLASS B COMMON STOCK 27.8% WARRANTS 47.2% ________________________________________________________________ 14 TYPE OF REPORTING PERSON PN ________________________________________________________________ SCHEDULE 13D CUSIP Nos. 023650 302, 023650 203, 023650 112 ------------ _________________________________________________________________ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Air Partners II, L.P. 75-2553295 _________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | x| (b) | | _________________________________________________________________ 3 SEC USE ONLY _________________________________________________________________ 4 SOURCE OF FUNDS WC _________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |__| _________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS _________________________________________________________________ 7 SOLE VOTING POWER CLASS A COMMON STOCK 67,718 CLASS B COMMON STOCK 605,330 WARRANTS 167,028 NUMBER OF ____________________________________________________________ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY CLASS A COMMON STOCK 1,200,000 EACH CLASS B COMMON STOCK 13,601,967 WARRANTS 4,897,538 ____________________________________________________________ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH CLASS A COMMON STOCK 67,718 CLASS B COMMON STOCK 605,330 WARRANTS 167,028 ____________________________________________________________ 10 SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,601,967 WARRANTS 4,897,538 ______________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,601,967 WARRANTS 4,897,538 _______________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES _______________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) CLASS A COMMON STOCK 100.0% CLASS B COMMON STOCK 27.8% WARRANTS 47.2% ________________________________________________________________ 14 TYPE OF REPORTING PERSON PN ________________________________________________________________ This amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed on September 6, 1994 (the "Schedule 13D") of TPG Partners, L.P. ("TPG"), TPG Parallel I, L.P. ("TPG Parallel") and Air Partners II, L.P. ("Air Partners", and collectively with TPG and TPG Parallel, the "Filing Parties"), with respect to the Class A Common Stock, $ 0.01 par value per share (the "Class A Common"), the Class B Common Stock, $0.01 par value per share (the "Class B Common"), and the Warrants to Purchase Class B Common (the "Warrants") of America West Airlines, Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. Item 5. Interest in Securities of the Issuer Items 5(a), (b) and (c) of the Schedule 13D are hereby amended to read in their entirety as follows: (a) - (b) At the date hereof, TPG has the sole power to vote and dispose of 642,078 shares of Class A Common, 4,155,792 shares of Class B Common, and 1,583,688 Warrants. The Warrants entitle holders to purchase one share of Class B Common at a price of $12.74 per share. The Class A Common held by TPG represents approximately 53.5% of the 1,200,000 shares of Class A Common outstanding as of September 30, 1995, based on information provided by the Company. The Class B Common held by TPG represents approximately 9.5% of the 43,967,378 shares of Class B Common outstanding as of September 30, 1995, based on information provided by the Company. The Warrants held by TPG represent approximately 15.3% of the 10,383,571 Warrants outstanding as of September 30, 1995, based on information provided by the Company. Assuming exercise of the Warrants, the Class B Common and Warrants held by TPG represent approximately 12.6% of the 45,551,066 shares of Class B Common which would be assumed to be outstanding upon such exercise. At the date hereof, TPG Parallel has the sole power to vote and dispose of 64,699 shares of Class A Common, 418,758 shares of Class B Common, and 159,580 Warrants. The Class A Common held by TPG Parallel represents approximately 5.4% of the 1,200,000 shares of Class A Common outstanding as of September 30, 1995, based on information provided by the Company. The Class B Common held by TPG Parallel represents approximately 1.0% of the 43,967,378 shares of Class B Common outstanding as of September 30, 1995, based on information provided by the Company. The Warrants held by TPG Parallel represent approximately 1.5% of the 10,383,571 Warrants outstanding as of September 30, 1995, based on information provided by the Company. Assuming exercise of the Warrants, the Class B Common and Warrants held by TPG Parallel represent approximately 1.3% of the 44,126,958 shares of Class B Common which would be assumed to be outstanding upon such exercise. At the date hereof, Air Partners II has the sole power to vote and dispose of 67,718 shares of Class A Common, 438,302 shares of Class B Common, and 167,028 Warrants. The Class A Common held by Air Partners II represents approximately 5.6% of the 1,200,000 shares of Class A Common outstanding as of September 30, 1995, based on information provided by the Company. The Class B Common held by Air Partners II represents approximately 1.0% of the 43,967,378 shares of Class B Common outstanding as of September 30, 1995, based on information provided by the Company. The Warrants held by Air Partners II represent approximately 1.6% of the 10,383,571 Warrants outstanding as of September 30, 1995, based on information provided by the Company. Assuming exercise of the Warrants, the Class B Common and Warrants held by Air Partners II represent approximately 1.4% of the 44,134,406 shares of Class B Common which would be assumed to be outstanding upon such exercise. As set forth in Items 5(d) and 6 to the Schedule 13D, the Filing Parties have certain understandings and agreements regarding the voting and disposition of the securities of the Company held by them with GPA Group plc, an Irish public limited company ("GPA"), Continental Airlines, Inc., a Delaware corporation ("Continental") and Mesa Airlines, Inc., a New Mexico corporation ("Mesa"). As a result of these agreements and understandings, the Filing Parties, together with each of GPA, Continental and Mesa, comprise a group within the meaning of Section 13(d)(3) of the Exchange Act, and each may be deemed to beneficially own the securities of the Company owned by the other. Information concerning the ownership of Class A Common, Class B Common and Warrants by each of GPA, Continental and Mesa is contained in separate amendments to Schedules 13D being filed by each of GPA, Continental and Mesa. In an amendment to its Schedule 13D filed on November 20, 1995, GPA reported that on November 14, 1995 it sold 900,000 shares of Class B Common to Salomon Brothers Inc at a price of $16.51 per share by means of a block trade on the New York Stock Exchange with a settlement date of November 17, 1995. In the same amendment to its Schedule 13D, GPA reported that it continued to hold 1,384,615 Warrants. On the basis of information contained in the Schedules 13D filed by Continental and Mesa and the amendment to its Schedule 13D filed by GPA, following this sale of Class B Common by GPA, the Filing Parties, Continental, Mesa and GPA, as a group, beneficially own 1,200,000 shares of Class A Common, 8,704,429 shares of Class B Common, and 4,897,538 Warrants. The aggregate amount of Class A Common beneficially owned by the group represents 100% of the 1,200,000 shares of Class A Common outstanding as of September 30, 1995, based on information provided by the Company. The aggregate amount of Class B Common beneficially owned by the group represents approximately 19.8% of the 43,967,378 shares of Class B Common outstanding as of September 30, 1995, based on information provided by the Company. The aggregate amount of Warrants beneficially owned by the group represents approximately 47.2% of the 10,383,571 Warrants outstanding as of September 30, 1995, based on information provided by the Company. Assuming exercise of the Warrants, the aggregate amount of Class B Common and Warrants beneficially owned by the group represents approximately 27.8% of the 48,864,916 shares of Class B Common which would be assumed to be outstanding upon such exercise. Except as described herein, none of the Filing Parties has the sole or shared voting power to vote or the sole or shared power to dispose of any shares of Class A Common, Class B Common or any of the Warrants. To the knowledge of the Filing Parties, none of the individuals named in Item 2 has the sole or shared power to vote or the sole or shared power to dispose of any shares of Class A Common, Class B Common, or of any Warrants. (c) Except as stated herein, no transactions in shares of Class A Common, Class B Common or Warrants were effected during the past 60 days by any Filing Party or to the best of their knowledge, any of the individuals identified in Item 2. On each of December 31, 1994 and May 3, 1995, Messrs. James G. Coulter and Richard P. Schifter, each of whom is identified in Item 2 and each of whom is a director of the Company, were each automatically granted options to purchase an aggregate of 6,000 shares of Class B Common pursuant to the terms of the Company's 1994 Incentive Equity Plan. The Filing Parties expressly disclaim beneficial ownership of the shares of Class B Common that are subject to such options. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 of the Schedule 13D is hereby amended by adding the following paragraph immediately prior to the final paragraph thereof. Pursuant to the Stockholders' Agreement and the GPA Voting Agreement, the parties to such agreements have agreed, inter alia, to vote, or recommend the voting of, the shares of Class A Common and Class B Common held by each of them in favor of the election of a director of the Company designated by GPA during the term of such agreements, provided that GPA shall own at least two percent of the voting equity securities of the Company "(on a fully diluted basis)" and provided further that such director designee is reasonably acceptable to AmWest or its designated assignees. Pursuant to the First Amendment to the Stockholders' Agreement, dated as of September 6, 1994 (filed as Exhibit 2 to this Amendment and incorporated herein by this reference), and the First Amendment to the GPA Voting Agreement, dated as of September 6, 1994 (filed as Exhibit 2 to this Amendment and incorporated herein by this reference), inter alia, the parenthetical term "(on a fully diluted basis)" in each of the agreements has been defined to provide that the percentage of voting equity securities of the Company modified by such term shall be determined (i) as if the 10,384,615 Warrants isued upon consummation of the Plan shall have been exercised for 10,384,615 shares of Class B Common as of the date of such determination and (ii) excluding from such determination any potential dilutive effect of certain warrants, options or rights issued subsequent and unrelated to the confirmation of the Plan. Item 7. Material to be Filed as Exhibits. Exhibit 1 -- Joint Filing Agreement Exhibit 2 -- First Amendment to Stockholders' Agreement Exhibit 3 -- First Amendment to GPA Voting Agreement SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate. Dated: November 22, 1995 TPG PARTNERS, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien Name: James O'Brien Title: Vice President TPG PARALLEL I, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien Name: James O'Brien Title: Vice President AIR PARTNERS II, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien Name: James O'Brien Title: Vice President EX-1 2 JOINT FILING AGREEMENT JOINT FILING AGREEMENT, (this "Agreement"), dated as of September 1, 1994 among TPG PARTNERS, L.P., a Delaware limited partnership ("TPG"), TPG PARALLEL I, L.P., a Delaware limited partenrship ("TPG Parallel") and AIR PARTNERS II, L.P., a Texas limited partnership ("Air Partners II"). W I T N E S S T H WHEREAS, as of the date hereof, each of TPG, TPG Parallel and Air Partners II is filing a Schedule 13D under the Securities Exchange Act of 1934 (the "Exchange Act") with respect to the securities of America West, Inc., a Delaware corporation (the "Schedule 13D"; WHEREAS, each of TPG, TPG Parallel and Air Partners II is individually eligible to file the Schedule 13D; WHEREAS, each of TPG, TPG Parallel and Air Partners II wishes to file the Schedule 13D and any amendments thereto jointly and on behalf of each of TPG and AmWest, pursuant to Rule 13d-1(f)(1) under the Exchange Act; NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the parties hereto agree as follows: 1. TPG, TPG Parallel and Air Partners II hereby agree that the Schedule 13D is, and any amendments thereto will be, filed on behalf of each of TPG, TPG Parallel and Air Partners II pursuant to Rule 13d-1(f)(1)(iii) under the Exchange Act. 2. TPG hereby acknowledges that, pursuant to Rule 13d- 1(f)(1)(i) under the Exchange Act, TPG is responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning TPG contained therein, and is not responsible for the completeness and accuracy of the information concerning TPG Parallel or Air Partners II contained therein, unless TPG knows or has reason to know that such information is inaccurate. 3. TPG Parallel hereby acknowledges that, pursuant to Rule 13d-1(f)(1)(i) under the Exchange Act, TPG Parallel is responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning TPG Paralllel contained therein, and is not responsible for the completeness and accuracy of the information concerning TPG or Air Partners II contained therein, unless TPG Parallel knows or has reason to know that such information is inaccurate. 4. Air Partners II hereby acknowledges that, pursuant to Rule 13d-1(f)(1)(i) under the Exchange Act, Air Partners II is responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning Air Partners II contained therein, and is not responsible for the completeness and accuracy of the information concerning TPG or TPG Parallel contained therein, unless Air Partners II knows or has reason to know that such information is inaccurate. 5. Each of TPG, TPG Parallel and Air Partners II hereby agree that this Agreement shall be filed as an exhibit to the Schedule 13D, pursuant to Rule 13D-1(f)(1)(iii) under the Exchange Act. IN WITNESS WHEREOF, the parties have caused this Agreement to executed individually or by their respective directors hereunto duly authorized as of the day and year first above written. TPG PARTNERS, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien Name: James O'Brien Title: Vice President TPG PARALLEL I, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien Name: James O'Brien Title: Vice President AIR PARTNERS II, L.P. By: TPG GenPar, L.P. General Partner By: TPG Advisors, Inc. General Partner By: /s/ James O'Brien Name: James O'Brien Title: Vice President EX-2 3 FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT FOR AMERICA WEST AIRLINES, INC. THIS FIRST AMENDMENT TO STOCKHOLDERS' AGREEMENT FOR AMERICA WEST AIRLINES, INC. (this "Amendment) is entered into as of this 6th day of September, 1994 by and among Air Partners II, L.P., a Texas limited partnership, TPG Partners, L.P., a Texas limited partnership, TPG Parallel I, L.P., a Texas limited partnership, Continental Airlines, Inc., a Delaware corporation, Mesa Airlines, Inc., a New Mexico corporation, GPA Group plc, a corporation organized under the laws of Ireland ("GPA"), Robert A. Ewert, David T. Obergfell and William A. Franke (collectively, the "Stockholder Representatives"), and America West Airlines, Inc., a Delaware corporation (the "Company"). RECITALS: WHEREAS, the Amwest Partners, L.P. a Texas limited partnership ("Amwest"), GPA, the Stockholder Representatives and the Company entered into that certain Stockholders' Agreement for America West Airlines, Inc., dated as of the 25th day of August, 1994 (the "Agreement"); WHEREAS, the Agreement set forth certain rights and obligations of the parties as stockholders and "Stockholder Representatives" (as defined therein) of the Company; WHEREAS, AmWest was dissolved by operation of that certain Termination Agreement dated as of August 25, 1994, by and among its general and limited partners (the "Termination Agreement"); WHEREAS, prior to AmWest's dissolution, by separate letter agreements, each dated August 23, 1994 (the "Assumption Agreements"), Amwest assigned to its limited partners and certain of their Affiliates AmWest's rights and obligations under the Investment Agreement and certain related agreements, and such assignees assumed such rights and obligations pursuant to the Assumption Agreements and certain letter agreements dated August 25, 1994, addressed to the Company and the other parties to the Agreement (the "Letter Agreements"); WHEREAS, AmWest's obligations under the Agreement have been collectively assumed by TPG Partners, L.P., TPG Parallel I, L.P., Air Partners II, L.P., Continental Airlines, Inc., and Mesa Airlines, Inc., and their respective Affiliates in accordance with the Termination Agreement, the Assumption Agreements, and the Letter Agreements; WHEREAS, it is the intent of the parties that the Stockholder Representatives not be deemed, by virtue of the Agreement, to be acting, in their individual capacities, as a syndicate or group for the purpose of acquiring, holding, or disposing of securities under Section 13(d) of the Securities Exchange Act of 1934, as amended; and WHEREAS, the parties desire to define the term "(on a fully diluted basis)" as used in the Agreement and correct an incomplete reference in the Agreement to certain of the parties thereto. NOW THEREFORE, in consideration of the premises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The Agreement is hereby amended in the following manner: (a) The following is hereby added to Section 1.0 of the Agreement: "(on a fully diluted basis)" shall mean that the determination of percentage of voting equity securities modified by such phrase shall be made (i) as if the 10,384,615 warrants to purchase Class B Common issued upon consummation of the Plan shall have been exercised for 10,384,615 shares of Class B Common as of the date that such determination is made, and (ii) excluding from such determination the potential dilutive effect of any warrants, options or rights relating to Class B Common or nonvoting equity securities convertible directly or indirectly into Class B Common issued subsequent and unrelated to the consummation of the Plan (herein, collectively "Post Plan Convertible Securities"). Neither the use of the phrase "(on a fully diluted basis)" nor any determination of percentage of voting equity securities modified by such phrase shall be deemed to limit the Company's ability to issue securities, and subject to clause (ii) of the immediately preceding sentence, any securities so issued (including, without limitation upon exercise of or in exchange for any Post Plan Convertible Security) shall be included for purposes of any calculation of ownership interests provided for in this Agreement. (b) Clause (I) of Section 2.1(h) is hereby amended and restated to read as follows: (i) to vote the Common Stock held and controlled by them (other than stock held individually by any Stockholder Representative) in favor of the removal from the Board, upon notice by the group or entity having the right to designate such director under this Section 2.1 and requesting such removal, of any person or persons designated to the Board by such group or entity, and 2. The parties hereto agree that for purposes of clause (i) of the last sentence of Section 4.3 of the Agreement, TPG Partners, L.P., TPG Parallel I, L.P., Air Partners II, L.P., and Continental will be deemed not to be Affiliates of one another. 3. All capitalized terms used herein that are not defined herein shall be given the meaning given to them in the Agreement. 4. Except as specifically modified by this Amendment, (a) the terms, conditions, and covenants set forth in the Agreement are hereby ratified and confirmed by the parties hereto and are in full force and effect and (b) nothing herein shall in any way alter, impair, or modify the Agreement. 5. This Amendment may be executed by the parties hereto in counterparts and by telecopy, each of which shall be deemed to constitute an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto, by their respective officers thereunto duly authorized, have executed this Agreement as of the date first written above. AIR PARTNERS II, L.P. By: TPG Genpar, L.P. By: TPG Advisors, Inc. By: /s/ Richard P. Schifter Name: Title: TPG PARTNERS, L.P. By: TPG Genpar, L.P. By: TPG Advisors, Inc. By: /s/ Richard P. Schifter Name: Title: TPG PARALLEL I, L.P. By: TPG Genpar, L.P. By: TPG Advisors, Inc. By: /s/ Richard P. Schifter Name: Title: CONTINENTAL AIRLINES, INC. By: /s/ Charles T. Goolsbee Name: Charles T. Goolsbee Title: EVP Corporate Affairs MESA AIRLINES, INC. By: /s/ Larry L. Risley Name: Larry L. Risley Title: Chairman,President, CEO GPA GROUP plc By: /s/ Michael Walsh Name: Michael Walsh Title: Vice President - Legal /s/ Robert A. Ewert Robert A. Ewert, Stockholder Representative /s/ David T. Obergfell David T. Obergfell, Stockholder Representative /s/ William A. Franke William A. Franke, Stockholder Representative AMERICA WEST AIRLINES, INC. /s/ William A. Franke Name: Title: EX-3 4 FIRST AMENDMENT TO VOTING AGREEMENT THIS FIRST AMENDMENT TO VOTING AGREEMENT (this "Amendment"), is entered into as of September 6, 1994 by and among Air Partners II, L.P., a Texas limited partnership, TPG Partners, L.P., a Texas limited partnership, TPG Parallel I, L.P., a Texas limited partnership, Continental Airlines, Inc., a Delaware corporation, and GPA Group plc, an Irish public limited company ("GPA"). RECITALS WHEREAS, Amwest Partners, L.P. a Texas limited partnership ("AmWest"), and GPA entered into that certain Voting Agreement, dated as of August 25, 1994 (the "Voting Agreement"); WHEREAS, AmWest was dissolved by operation of that certain Termination Agreement dated as of August 25, 1994, by and among its general and limited partners (the "Termination Agreement"); WHEREAS, Amwest's obligations under the Agreement have been collectively assumed by TPG Partners, L.P., TPG Parallel I, L.P., Air Partners II, L.P. and Continental Airlines, Inc. and their respective Affiliates in accordance with the Termination Agreement, the Voting Agreement and that certain Letter Agreement dated as of August 25, 1994 delivered pursuant to Section 3(a) of the Voting Agreement; and WHEREAS, the parties to the Voting Agreement desire to amend the Voting Agreement in order to clarify the meaning of the parenthetical "(on a fully diluted basis)" as used therein. NOW, THREFORE, in consideration of the premises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The Voting Agreement is hereby amended by inserting at the end of Section 1 thereof the following new paragraph: "As used herein, the parenthetical "(on a fully diluted basis)" shall mean that the determination of percentage of voting equity securities modified by such parenthetical shall be made (i) as if the 10,384,615 warrants to purchase shares of Class B common stock of AWA issued upon consummation of the Plan shall have been exercised for 10,384,615 shares of Class B common stock of AWA as of the date that such determination is made, and (ii) excluding from such determination the potential dilutive effect of any warrants, options or rights relating to Voting Securities or nonvoting equity securities convertible directly or indirectly into Voting Securities issued subsequent and unrelated to the consummation of the Plan (collectively referred to herein as "Post Plan Convertible Securities") Neither the use of the parenthetical "(on a fully diluted basis)" nor any determination of percentage of Voting Securities modified by such parenthetical shall be deemed to limit AWA's ability to issue securities and, subject to the provisions of Clause (ii) of the immediately preceding sentence, any securities so issued (including, without limitation upon exercise of or in exchange for any Post Plan Convertible Security) shall be included for purposes of any calculation of ownership interests provided for in this Agreement. 2. All capitalized terms used herein that are not defined herein shall be given the meaning given the meaning given to them in the Agreement. 3. Except as specifically modified by this Amendment, (a) the terms, conditions, and covenants set forth in the Agreement are hereby ratified and confirmed by the parties hereto and are in full force and effect and (b) nothing herein shall in any way alter, impair, or modify the Agreement. 4. This Amendment may be executed by the parties hereto in counterparts and by telecopy, each of which shall be deemed to constitute an original and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto, by their respective officers thereunto duly authorized, have executed this Agreement as of the date first written above. AIR PARTNERS II, L.P. By: TPG Genpar, L.P. By: TPG Advisors, Inc. By: /s/ Richard P. Schifter Name: Title: TPG PARTNERS, L.P. By: TPG Genpar, L.P. By: TPG Advisors, Inc. By: /s/ Richard P. Schifter Name: Title: TPG PARALLEL I, L.P. By: TPG Genpar, L.P. By: TPG Advisors, Inc. By: /s/ Richard P. Schifter Name: Title: CONTINENTAL AIRLINES, INC. By: /s/ Charles T. Goolsbee Name: Charles T. Goolsbee Title: EVP Corporate Affairs GPA GROUP plc By: /s/ Michael Walsh Name: Michael Walsh Title: Vice President - Legal -----END PRIVACY-ENHANCED MESSAGE-----