-----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, HglFiXGEDuFzxiFMi3af1IGxY3L6swPe1qqB7kntoNPOBhjlWMewhKQLeB8YlujD a4Jbk3UH/mDubWmBYGV8aQ== 0000950123-95-003463.txt : 19951122 0000950123-95-003463.hdr.sgml : 19951122 ACCESSION NUMBER: 0000950123-95-003463 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951121 SROS: NONE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34444 FILM NUMBER: 95595349 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: GPA GROUP PLC CENTRAL INDEX KEY: 0000815916 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 133636799 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: GPA HOUSE SHANNON STREET 2: C/O BANK OF NEW YORK CITY: COUNTY CLARE IRELAN STATE: L2 ZIP: 00000 BUSINESS PHONE: 2123186008 MAIL ADDRESS: STREET 1: PAUL HASTINGS STREET 2: 399 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 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) MARGUERITE R. KAHN, ESQ. PAUL, HASTINGS, JANOFSKY & WALKER 399 PARK AVENUE NEW YORK, NEW YORK 10022 (212) 318-6070 --------------------------------------------- (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 / /. 2 SCHEDULE 13D
CUSIP No. 023650 302, 023650 203, 023650 112 ----------------------------------- ________________________________________________________________________________ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GPA Group plc ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /x/ (b) / / ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. SOURCE OF FUNDS 00 ________________________________________________________________________________ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / ________________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION IRELAND ________________________________________________________________________________ 7. SOLE VOTING POWER NUMBER OF CLASS A COMMON STOCK 0 SHARES CLASS B COMMON STOCK 0 BENEFICIALLY WARRANTS 1,384,615 OWNED BY EACH EACH REPORTING PERSON WITH ________________________________________________________________________________ 8. SHARED VOTING POWER CLASS A COMMON STOCK 1,200,000 CLASS B COMMON STOCK 13,601,967 WARRANTS 4,897,538 ________________________________________________________________________________ 9. SOLE DISPOSITIVE POWER CLASS A COMMON STOCK 0 CLASS B COMMON STOCK 0 WARRANTS 1,384,615
-2- 3 ________________________________________________________________________________ 10. SHARED DISPOSITIVE POWER CLASS A COMMON STOCK 0 CLASS B COMMON STOCK 0 WARRANTS 0 ________________________________________________________________________________ 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 /X/ ________________________________________________________________________________ 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 CO
-3- 4 AMENDMENT NO. 1 TO SCHEDULE 13D STATEMENT The information contained in this Amendment No. 1 to the Schedule 13D Statement is filed by GPA Group plc ("GPA"), pursuant to Rule 13d-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, in connection with the sale by GPA of 900,000 shares of the Class B Common Stock of America West Airlines, Inc. This Amendment No. 1 supplements and amends information contained in Items 2, 4, 5 and 6, as well as adds Exhibits filed pursuant to Item 7, of the Schedule 13D Statement (which was filed by GPA on September 6, 1994). Except as otherwise defined herein, all capitalized terms used in this Amendment No. 1 have the meanings stated in the Schedule 13D Statement. Item 2. Identity and Background. Item 2 is hereby amended by revising Schedule A (incorporated by reference in Item 2) to (i) change the reference to "Ireland" in the residence address of Michael Davies to a reference to "England", (ii) include the house name "Crannog" in the residence address of Maurice Foley, and (iii) add the following information with respect to the following individual who became a director of GPA on February 7, 1995: 8. Name: Craig McKinney Business Address: Woodchester Investments p.l.c. Woodchester House Golden Lane Dublin 8 Ireland Present Occupation: Chairman and Company Director of Woodchester Investments p.l.c. and various other companies -4- 5 Citizenship: British Item 4. Purpose of Transaction. Item 4 is amended by changing the first and second paragraphs thereof to read in their entirety as follows: GPA acquired the Class B Common initially held by GPA and the Warrants held by GPA for general investment purposes. GPA intends to review continuously its equity position in the Company. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and money market and stock market conditions, GPA may determine to increase or decrease its equity interest in the Company by acquiring shares of Class A Common or Class B Common or additional Warrants or by disposing of all or a portion of its holdings of Class A Common, Class B Common or Warrants, subject to any applicable legal restrictions on its ability to do so. Item 5. Interest in Securities of the Issuer. Items 5(a), (b) and (c) are amended to read in their entirety as follows: (a) - (b) As of the date of Amendment No. 1, GPA has the sole power to vote and dispose of 1,384,615 Warrants. The Warrants entitle holders to purchase one share of the Class B Common at a price of $12.74 per share. The Warrants held by GPA represent approximately 13.3% 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 held by GPA (following such exercise) represents approximately 3.05% of the 45,351,993 shares of Class B Common which would be assumed to be outstanding upon such exercise (and consisting of the 43,967,378 shares of Class B Common outstanding as of September 30, 1995, based on information provided by the Company, plus the 1,384,615 shares of Class B Common issued upon such exercise). -5- 6 As set forth in Item 6, GPA has certain understandings and agreements regarding the voting of the securities of the Company held by it with TPG Partners, L.P. ("TPG"), TPG Parallel I, L.P. ("TPG Parallel"), Air Partners II, L.P. ("Air Partners II"), Continental Airlines, Inc., a Delaware corporation ("Continental") and Mesa Airlines, Inc., a New Mexico corporation ("Mesa"). (Collectively, TPG, TPG Parallel and Air Partners II are herein called the "TPG Parties".) As a result of these agreements and understandings, each of GPA, the TPG Parties, Continental and Mesa comprise a group within the meaning of Section 13(d)(3) of the Exchange Act, and such group is deemed to beneficially own the securities of the Company owned by each of such persons. Information concerning the ownership of Class A Common, Class B Common and Warrants by each of the TPG Parties, Continental and Mesa is contained in separate Schedules 13D filed by each of the TPG Parties, Continental and Mesa. On the basis of information contained in such Schedules 13D, as a group, such parties are deemed to 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 deemed to be beneficially owned by such 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 deemed to be beneficially owned by such 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 deemed to be beneficially owned by such 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 deemed to be beneficially owned by such 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 set forth above in this Item or in Item 6, neither GPA nor, to the best knowledge of GPA, any of the directors or executive officers of GPA (named on Schedule A to this Statement) has the sole or shared power to vote or the sole or shared power to -6- 7 dispose of any shares of Class A Common or Class B Common, or of any Warrants. (c) On November 14, 1995, GPA sold 900,000 shares of Class B Common to Salomon Brothers Inc at a price of $16.51 per share. The sale was effected by means of a block trade on the New York Stock Exchange and was covered by the Plan of Distribution described in the Prospectus dated November 13, 1995 forming part of the Company's Registration Statement on Form S-1, as such Prospectus is supplemented by the Prospectus Supplement dated November 16, 1995. The settlement date for the trade was November 17, 1995. On December 31, 1994 and May 3, 1995, John F. Tierney, a director of GPA (who is also a director of the Company), was automatically granted options to purchase an aggregate of 6,000 shares of the Class B Common pursuant to the terms of the Company's 1994 Incentive Equity Plan. GPA disclaims beneficial ownership of the shares of the Class B Common that are subject to such options. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer The information contained in Item 6 is supplemented by the following: Pursuant to the Stockholders' Agreement and the GPA Voting Agreement, the parties to such agreements are obligated to vote for a director of the Company designated by GPA for so long as (during the period such agreements remain in effect) GPA shall own at least two percent of the voting equity securities of the Company "(on a fully diluted basis)" provided that such director is reasonably acceptable to designated assignees of AmWest. Pursuant to Amendment No. 1 to the Stockholders' Agreement dated as of September 6, 1994 and Amendment No. 1 to the GPA Voting Agreement dated as of September 6, 1994 (being added as Exhibits pursuant to Item 7), the parenthetical "on a fully diluted basis" was defined to mean that the percentage of voting equity securities modified by such parenthetical shall be made (i) as if the 10,384,615 Warrants issued 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) -7- 8 excluding from such determination the potential dilutive effect of certain warrants, options or rights issued subsequent to confirmation of the Plan. Accordingly, notwithstanding the sale by GPA of 900,000 shares of the Class B Common reported pursuant to Item 5, the parties to the Stockholders' Agreement and the GPA Voting Agreement are obligated, as of the date of Amendment No. 1 and on the basis of GPA's holding of voting equity securities of the Company as of such date, to vote for a director of the Company designated by GPA provided such director is reasonably acceptable to designated assignees of AmWest. Item 7. Material to be Filed as Exhibits. Exhibit 1 -- Registration Rights Agreement Exhibit 2 -- Stockholders' Agreement Exhibit 3 -- GPA Voting Agreement Exhibit 4 -- Amendment No. 1 to Stockholders' Agreement* Exhibit 5 -- Amendment No. 1 to GPA Voting Agreement* [SIGNATURE PAGE FOLLOWS.] ________________________________________ * Filed with Amendment No. 1 to Schedule 13D Statement. -8- 9 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief the undersigned certifies that the information set forth in this statement is true, complete and correct. GPA Group plc By: /s/ Patrick H. Blaney --------------------------- Patrick H. Blaney Chief Executive Officer Dated: November 21, 1994 -9- 10 EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- Exhibit 1 Registration Rights Agreement Exhibit 2 Stockholders' Agreement Exhibit 3 GPA Voting Agreement Exhibit 4 Amendment No. 1 to Stockholders' Agreement* Exhibit 5 Amendment No. 1 to GPA Voting Agreement* ________________________________________ * Filed with Amendment No. 1 to Schedule 13D Statement. EX-99.4 2 AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT 1 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"); 2 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 - 2 - 3 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. - 3 - 4 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: Richard P. Schifter Title: Vice President TPG PARTNERS, L.P. By: TPG Genpar, L.P. By: TPG Advisors, Inc. By: /s/ Richard P. Schifter ---------------------------- Name: Richard P. Schifter Title: Vice President TPG PARALLEL I, L.P. By: TPG Genpar, L.P. By: TPG Advisors, Inc. By: /s/ Richard P. Schifter ---------------------------- Name: Richard P. Schifter Title: Vice President CONTINENTAL AIRLINES, INC. By: /s/ Charles T. Goolsby ---------------------------- Name: Charles T. Goolsby Title: Executive Vice President Corporate Affairs MESA AIRLINES, INC. By: /s/ Larry L. Risley ---------------------------- Name: Larry L. Risley Title: Chairman, President, CEO - 4 - 5 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 - 5 - EX-99.5 3 AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT 1 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, 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: 2 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. - 2 - 3 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: Richard P. Schifter Title: Vice President TPG PARTNERS, L.P. By: TPG Genpar, L.P. By: TPG Advisors, Inc. By: /s/ Richard P. Schifter ---------------------------- Name: Richard P. Schifter Title: Vice President TPG PARALLEL I, L.P. By: TPG Genpar, L.P. By: TPG Advisors, Inc. By: /s/ Richard P. Schifter ---------------------------- Name: Richard P. Schifter Title: Vice President CONTINENTAL AIRLINES, INC. By: /s/ Charles T. Goolsby ---------------------------- Name: Charles T. Goolsby Title: EVP Corporate Affairs -3- 4 GPA GROUP plc By: /s/ Michael Walsh ---------------------------- Name: Michael Walsh Title: Vice President - Legal -4- -----END PRIVACY-ENHANCED MESSAGE-----