Common use of Issuances of Equity Securities Clause in Contracts

Issuances of Equity Securities. The Company shall not accept subscriptions for, offer, issue, sell, or agree, commit or obligate itself to offer, issue or sell, any Equity Securities other than New Common Stock (a) issued to Investor pursuant to this Agreement, (b) issued to other Persons pursuant to other investment agreements entered into on terms and conditions, including without limitation purchase price, that are no more favorable to such Persons than the terms and conditions provided herein and in the Stockholders Agreement are to the Investor up to an aggregate amount of $500,000,000 including the investments of the Investor and the Other Investors, (c) issued to West's equityholders pursuant to the Merger Agreement as set forth on Schedule 3.05, and (d) issued to existing equityholders and creditors of the Company pursuant to the Plan as set forth on Schedule 3.05, (e) issued by the Company on or prior to the Effective Date pursuant to a rights offering by the Company to existing Company and West stakeholders to purchase shares of New Common Stock at a price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and in an aggregate amount not to exceed the difference between $650,000,000 and the aggregate amount of the Investment, the Other Investments and the investment of any other Person under clause (b) above, and (f) issued by the Company on or prior to the Effective Date at a purchase price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and otherwise on terms and conditions that are no more favorable than the terms and conditions provided herein and in the Stockholders Agreement, for proceeds in excess of $650,000,000 provided that (i) the sole use of such proceeds is the redemption or repurchase of Equity Securities from existing Company and West stakeholders at a repurchase or redemption price that values the Equity Securities redeemed or repurchased (on an as-converted basis in the case of convertible securities and, in the case of Equity Securities of West, taking into account the Class B Merger Exchange Ratio (as defined in the Merger Agreement)) at a price per share no more than the purchase price per share of New Common Stock paid by Investor under this Agreement, (ii) the aggregate value of the New Common Stock (valued on the same basis as the New Common Stock to be issued pursuant to this Agreement) issued pursuant to this clause (f) shall not exceed $200,000,000 and (iii) Investor is provided the right to purchase, at its option, up to $25,000,000 of the New Common Stock to be issued pursuant to this clause (f) at a price per share equal to the purchase price per share of New Common Stock paid by Investor under this Agreement. Notwithstanding the foregoing, in connection with the implementation of the Plan, the Company may authorize and reserve for issuance under the Company's equity incentive plan a number of shares of New Common Stock not to exceed 12.5% of the outstanding number of shares of New Common Stock on a Fully Diluted Basis as of the Effective Date, provided that any awards of such shares of New Common Stock made or committed to be made at anytime before the second anniversary of the Effective Date, (x) may only consist of options with an exercise price not less than the lesser of (a) Fair Market Value as of the date of grant and (b) the Investment Price (as appropriately adjusted to reflect stock splits, stock dividends, reverse splits and similar changes with respect to the New Common Stock effected after the Closing Date); provided that the exercise price for any options granted as of or immediately following the Effective Date shall be not less than the Investment Price and (y) shall not be effective unless such awards are approved or ratified by the Board (as constituted from and after the Effective Date as set forth in Section 1.8(a) of the Merger Agreement) or by a committee with appropriate authority granted by such Board.

Issuances of Equity Securities. The Company shall not accept subscriptions for, offer, issue, sell, or agree, commit or obligate itself to offer, issue or sell, any Equity Securities other than New Common Stock (a) issued to Investor pursuant to this Agreement, (b) issued to other Persons pursuant to other investment agreements entered into on terms and conditions, including without limitation purchase price, that are no more favorable to such Persons than the terms and conditions provided herein and in the Stockholders Agreement are to the Investor up to an aggregate amount of $500,000,000 including the investments of the Investor and the Other Investors, (c) issued to West's equityholders pursuant to the Merger Agreement as set forth on Schedule 3.05, and (d) issued to existing equityholders and creditors of the Company pursuant to the Plan as set forth on Schedule 3.05, (e) issued by the Company on or prior to the Effective Date pursuant to a rights offering by the Company to existing Company and West stakeholders to purchase shares of New Common Stock at a price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and in an aggregate amount not to exceed the difference between $650,000,000 and the aggregate amount of the Investment, the Other Investments and the investment of any other Person under clause (b) above, and (f) issued by the Company on or prior to the Effective Date at a purchase price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and otherwise on terms and conditions that are no more favorable than the terms and conditions provided herein and in the Stockholders Agreement, for proceeds in excess of $650,000,000 provided that (i) the sole use of such proceeds is the redemption or repurchase of Equity Securities from existing Company and West stakeholders at a repurchase or redemption price that values the Equity Securities redeemed or repurchased (on an as-converted basis basis, in the case of convertible securities securities, and, in the case of Equity Securities of West, taking into account the Class B Merger Exchange Ratio (as defined in the Merger Agreement)) at a price per share no more than the purchase price per share of New Common Stock paid by Investor under this Agreement, (ii) the aggregate value of the New Common Stock (valued on the same basis as the New Common Stock to be issued pursuant to this Agreement) issued pursuant to this clause (f) shall not exceed $200,000,000 and (iii) Investor is provided the right to purchase, at its option, up to $25,000,000 10,000,000 of the New Common Stock to be issued pursuant to this clause (f) at a price per share equal to the purchase price per share of New Common Stock paid by Investor under this Agreement. Notwithstanding the foregoing, in connection with the implementation of the Plan, the Company may authorize and reserve for issuance under the Company's equity incentive plan a number of shares of New Common Stock not to exceed 12.5% of the outstanding number of shares of New Common Stock on a Fully Diluted Basis as of the Effective Date, provided that any awards of such shares of New Common Stock made or committed to be made at anytime before the second anniversary of the Effective Date, (x) may only consist of options with an exercise price not less than the lesser of (a) Fair Market Value as of the date of grant and (b) the Investment Price (as appropriately adjusted to reflect stock splits, stock dividends, reverse splits and similar changes with respect to the New Common Stock effected after the Closing Date); provided that the exercise price for any options granted as of or immediately following the Effective Date shall be not less than the Investment Price and (y) shall not be effective unless such awards are approved or ratified by the Board (as constituted from and after the Effective Date as set forth in Section 1.8(a) of the Merger Agreement) or by a committee with appropriate authority granted by such Board.

Issuances of Equity Securities. The Company shall not accept subscriptions for, offer, issue, sell, or agree, commit or obligate itself to offer, issue or sell, any Equity Securities other than New Common Stock (a) issued to Investor pursuant to this Agreement, (b) issued to other Persons pursuant to other investment agreements entered into on terms and conditions, including without limitation purchase price, that are no more favorable to such Persons than the terms and conditions provided herein and in the Stockholders Agreement are to the Investor up to an aggregate amount of $500,000,000 including the investments of the Investor and the Other Investors, (c) issued to West's equityholders pursuant to the Merger Agreement as set forth on Schedule 3.05, and (d) issued to existing equityholders and creditors of the Company pursuant to the Plan as set forth on Schedule 3.05, (e) issued by the Company on or prior to the Effective Date pursuant to a rights offering by the Company to existing Company and West stakeholders to purchase shares of New Common Stock at a price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and in an aggregate amount not to exceed the difference between $650,000,000 and the aggregate amount of the Investment, the Other Investments and the investment of any other Person under clause (b) above, and (f) issued by the Company on or prior to the Effective Date at a purchase price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and otherwise on terms and conditions that are no more favorable than the terms and conditions provided herein and in the Stockholders Agreement, for proceeds in excess of $650,000,000 provided that (i) the sole use of such proceeds is the redemption or repurchase of Equity Securities from existing Company and West stakeholders at a repurchase or redemption price that values the Equity Securities redeemed or repurchased (on an as-converted basis basis, in the case of convertible securities securities, and, in the case of Equity Securities of West, taking into account the Class B Merger Exchange Ratio (as defined in the Merger Agreement)) at a price per share no more than the purchase price per share of New Common Stock paid by Investor under this Agreement, (ii) the aggregate value of the New Common Stock (valued on the same basis as the New Common Stock to be issued pursuant to this Agreement) issued pursuant to this clause (f) shall not exceed $200,000,000 and (iii) Investor is provided the right to purchase, at its option, up to $25,000,000 20,000,000 of the New Common Stock to be issued pursuant to this clause (f) at a price per share equal to the purchase price per share of New Common Stock paid by Investor under this Agreement. Notwithstanding the foregoing, in connection with the implementation of the Plan, the Company may authorize and reserve for issuance under the Company's equity incentive plan a number of shares of New Common Stock not to exceed 12.5% of the outstanding number of shares of New Common Stock on a Fully Diluted Basis as of the Effective Date, provided that any awards of such shares of New Common Stock made or committed to be made at anytime before the second anniversary of the Effective Date, (x) may only consist of options with an exercise price not less than the lesser of (a) Fair Market Value as of the date of grant and (b) the Investment Price (as appropriately adjusted to reflect stock splits, stock dividends, reverse splits and similar changes with respect to the New Common Stock effected after the Closing Date); provided that the exercise price for any options granted as of or immediately following the Effective Date shall be not less than the Investment Price and (y) shall not be effective unless such awards are approved or ratified by the Board (as constituted from and after the Effective Date as set forth in Section 1.8(a) of the Merger Agreement) or by a committee with appropriate authority granted by such Board.

Issuances of Equity Securities. The Company shall not accept subscriptions for, offer, issue, sell, or agree, commit or obligate itself to offer, issue or sell, any Equity Securities other than New Common Stock (a) issued to each Investor pursuant to this Agreement, (b) issued to other Persons pursuant to other investment agreements entered into on terms and conditions, including without limitation at a purchase price, that are no more favorable to such Persons price of not less than the terms and conditions provided herein and in the Stockholders Agreement are to the Investor $15 per share of New Common Stock up to an aggregate amount of $500,000,000 including the investments of the each Investor and the Other Investors, (c) issued to West's equityholders pursuant to the Merger Agreement as set forth on Schedule 3.05, and (d) issued to existing equityholders and creditors of the Company pursuant to the Plan as set forth on Schedule 3.05, (e) issued by the Company on or prior to the Effective Date pursuant to a rights offering by the Company to existing Company and West stakeholders to purchase shares of New Common Stock at a price per share no less than the purchase price per share of New Common Stock paid by each Investor under this Agreement and in an aggregate amount not to exceed the difference between $650,000,000 and the aggregate amount of the Investment, the Other Investments and the investment of any other Person under clause (b) above, and (f) issued by the Company on or prior to the Effective Date at a purchase price per share no less than the purchase price $15 per share of New Common Stock paid by Investor under this Agreement and otherwise on terms and conditions that are no more favorable than the terms and conditions provided herein and in the Stockholders AgreementStock, for proceeds in excess of $650,000,000 provided that (i) the sole use of such proceeds is the redemption or repurchase of Equity Securities from existing Company and West stakeholders at a repurchase or redemption price that values the Equity Securities redeemed or repurchased (on an as-converted basis basis, in the case of convertible securities securities, and, in the case of Equity Securities of West, taking into account the Class B Merger Exchange Ratio (as defined in the Merger Agreement)) at a price per share no more than the purchase price per share of New Common Stock paid by each Investor under this Agreement, (ii) the aggregate value of the New Common Stock (valued on the same basis as the New Common Stock to be issued pursuant to this Agreement) issued pursuant to this clause (f) shall not exceed $200,000,000 and (iii) Investor is the Investors are provided the right to purchase, at its their option, pro rata based on each Investor's investment, up to $25,000,000 30,000,000 combined of the New Common Stock to be issued pursuant to this clause (f) at a price per share equal to the purchase price per share of New Common Stock paid by each Investor under this Agreement. Notwithstanding the foregoing, in connection with the implementation of the Plan, the Company may authorize and reserve for issuance under the Company's equity incentive plan a number of shares of New Common Stock not to exceed 12.5% of the outstanding number of shares of New Common Stock on a Fully Diluted Basis as of the Effective Date, provided that any awards of such shares of New Common Stock made or committed to be made at anytime before the second anniversary of the Effective Date, (x) may only consist of options with an exercise price not less than the lesser of (a) Fair Market Value as of the date of grant and (b) the Investment Price (as appropriately adjusted to reflect stock splits, stock dividends, reverse splits and similar changes with respect to the New Common Stock effected after the Closing Date); provided that the exercise price for any options granted as of or immediately following the Effective Date shall be not less than the Investment Price and (y) shall not be effective unless such awards are approved or ratified by the Board (as constituted from and after the Effective Date as set forth in Section 1.8(a) of the Merger Agreement) or by a committee with appropriate authority granted by such Board.

Issuances of Equity Securities. The Company shall not accept subscriptions for, offer, issue, sell, or agree, commit or obligate itself to offer, issue or sell, any Equity Securities other than New Common Stock (a) issued to Investor pursuant to this Agreement, (b) issued to other Persons pursuant to other investment agreements entered into on terms and conditions, including without limitation purchase price, that are no more favorable to such Persons than the terms and conditions provided herein and in the Stockholders Agreement are to the Investor up to an aggregate amount of $500,000,000 including the investments of the Investor and the Other Investors, (c) issued to West's equityholders pursuant to the Merger Agreement as set forth on Schedule 3.05, and (d) issued to existing equityholders and creditors of the Company pursuant to the Plan as set forth on Schedule 3.05Plan, (e) issued by the Company on or prior to the Effective Date pursuant to a rights offering by the Company to existing Company and West stakeholders to purchase shares of New Common Stock at a price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and in an aggregate amount not to exceed the difference between $650,000,000 and the aggregate amount of the Investment, Investment and the Other Investments and the investment of any other Person under clause (b) aboveInvestments, and (f) issued by the Company on or prior to the Effective Date at a purchase price per share that is no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and otherwise on terms and conditions that are no more favorable than the terms and conditions provided herein and in the Stockholders Agreement, for proceeds in excess of $650,000,000 provided that (i) the sole use of such proceeds is the redemption or repurchase of Equity Securities from existing Company and West stakeholders at a repurchase or redemption price that values the Equity Securities redeemed or repurchased (on an as-converted basis in the case of convertible securities and, in the case of Equity Securities of West, taking into account the Class B Merger Exchange Ratio (as such term is defined in the Merger Agreement)) at a price per share no more than the purchase price per share of New Common Stock paid by Investor under this Agreement, (ii) the aggregate value of the New Common Stock (valued on the same basis as the New Common Stock to be issued pursuant to this Agreement) issued pursuant to this clause (f) shall not exceed $200,000,000 and (iii) Investor is provided the right to purchase, at its option, up to $25,000,000 15,000,000 of the New Common Stock to be issued pursuant to this clause (f) at a price per share equal to the purchase price per share of New Common Stock paid by Investor under this Agreement. Notwithstanding the foregoing, in connection with the implementation of the Plan, the Company may authorize and reserve for issuance under the Company's equity incentive plan a number of shares of New Common Stock not to exceed 12.5% of the outstanding number of shares of New Common Stock on a Fully Diluted Basis as of the Effective Date, provided that any awards of such shares of New Common Stock made or committed to be made at anytime before the second anniversary of the Effective Date, (x) may only consist of options with an exercise price not less than the lesser of (a) Fair Market Value as of the date of grant and (b) the Investment Price (as appropriately adjusted to reflect stock splits, stock dividends, reverse splits and similar changes with respect to the New Common Stock effected after the Closing Date); provided that the exercise price for any options granted as of or immediately following the Effective Date shall be not less than the Investment Price and (y) shall not be effective unless such awards are approved or ratified by the Board (as constituted from and after the Effective Date as set forth in Section 1.8(a) of the Merger Agreement) or by a committee with appropriate authority granted by such Board.

Issuances of Equity Securities. The (a) Except as provided in Section 6.08(b), the Company shall not accept subscriptions for, offer, issue, sell, or agree, commit or obligate itself to offer, issue or sell, any Equity Securities other than New Common Stock Stock: (ai) issued to Investor in a private offering (and not pursuant to this Agreement, a rights offering by the Company to existing Company and West stakeholders (ba "Rights Offering")) issued to other Persons pursuant to other investment agreements entered into on having terms and conditions, including without limitation purchase price, conditions that are no more favorable to the purchaser of such Persons New Common Stock than the terms and conditions provided herein and in the Stockholders Agreement are to the Investor and which (A) for such agreements entered into on or prior to July 7, 2005, provide for up to an aggregate amount of $500,000,000 including the investments 350,000,000 at a purchase price of the Investor not less than $15.00 per share of New Common Stock, and the Other Investorsup to an aggregate amount of $215,000,000 at a purchase price of not less than $16.50 per share of New Common Stock, and (cB) for such agreements entered into after July 7, 2005, provide for up to an aggregate amount of $85,000,000 at a purchase price of not less than $16.50 per share of New Common Stock; (ii) issued to West's equityholders pursuant to the Merger Agreement as set forth on Schedule 3.053.05 or to Par Investment Partners, and L.P. or Peninsula Investment Partners, L.P. pursuant to the Equity Participation (das defined in the Merger Agreement); (iii) issued to existing equityholders and creditors stakeholders of the Company pursuant to the Plan as set forth on Schedule 3.05, 3.05 (ebut not including any amounts issued pursuant to the rights offering included in the Plan); and (iv) issued by the Company on or prior to the Effective Date pursuant to a rights offering by the Company to existing Company and West stakeholders to purchase shares of New Common Stock at a price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and in an aggregate amount for proceeds not to exceed the difference between the amount raised pursuant to (i) above and $650,000,000 and the aggregate amount of the Investment800,000,000 (which may be pursuant to a Rights Offering), the Other Investments and the investment of any other Person under clause (b) above, and (f) issued by the Company on or prior to the Effective Date provided that such issuance shall be made at a purchase price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and otherwise no less than $16.50 and, except with respect to the Rights Offering, on other terms and conditions that are no more favorable to the purchasers of such shares than the terms and conditions provided herein and in the Stockholders AgreementAgreement are to the Investor, for and, provided further, that the sole use of proceeds in excess of $650,000,000 provided that (including amounts raised pursuant to (i) above as well as this paragraph (iv)) shall be the sole use of such proceeds is the redemption or repurchase of Equity Securities from existing of the Company and West stakeholders expected to be outstanding on the Effective Date at a repurchase or redemption price that values the Equity Securities redeemed or repurchased implies a per share value (on an as-converted basis in the case of convertible securities and, in the case of currently outstanding Equity Securities of West, taking into account the Class B Merger Exchange Ratio (as defined in the Merger Agreement)) at a price per share no more than the purchase price per share of New Common Stock paid of no more than $16.50 per share, except that the Company may use for general corporate purposes such proceeds in excess of $650,000,000 (including amounts raised pursuant to (i) above as well as this paragraph (iv)) and up to $725,000,000 if at least two-thirds of the Equity Investors (as defined in the Merger Agreement), in terms of equity investment committed to the Company pursuant to the Financing Commitments (as defined in the Merger Agreement), and proceeds in excess of $725,000,000 and up to $800,000,000 if at least three-quarters of the Equity Investors, in terms of equity investment committed to the Company pursuant to the Financing Commitments, in each case by Investor under this Agreementwritten consent, agree, which consent may not be unreasonably withheld in light of the Company's liquidity needs; if the Company repurchases Equity Securities from any Equity Investors, such repurchase may only be done (i) with the consent of such Equity Investor, (ii) the aggregate value of the New Common Stock (valued on the same basis as the New Common Stock to be issued pursuant to this Agreement) issued pursuant to this clause (f) shall not exceed $200,000,000 and (iii) Investor is provided the right to purchase, at its option, up to $25,000,000 of the New Common Stock to be issued pursuant to this clause (f) at a purchase price per share equal to the purchase price per share payable by such Investor pursuant to this Agreement and (iii) if such Investor waives any break-up or similar fee otherwise payable to such Investor, and the first $50,000,000 of New Common Stock paid by any such repurchase from an Equity Investor under this Agreementshall be offered first to Eastshore Aviation, LLC before any other Equity Investor, and Eastshore Aviation, LLC shall have the right but not the obligation to accept such offer to repurchase in whole or in part for a period of at least 30 days after the receipt of such offer. Notwithstanding the foregoing, in (b) In connection with the implementation of the Plan, the Company may authorize and reserve for issuance under the Company's equity incentive plan a number of shares of New Common Stock not to exceed 12.5% of the outstanding number of shares of New Common Stock on a Fully Diluted Basis as of the Effective DateDate (the "Employee Pool"), provided that any awards of such shares of New Common Stock made or committed to be made at anytime before the second anniversary of the Effective Date, (x) if in the form of options, may only consist of options with have an exercise price not less than the lesser of (a) Fair Market Value as of the date of grant and (b) the per share Investment Price (as appropriately adjusted to reflect stock splits, stock dividends, reverse splits and similar changes with respect to the New Common Stock effected after the Closing Date); provided that the exercise price for any options granted as of or immediately following the Effective Date shall be not less than the Investment Price Price, (y) if in the form of restricted stock, shall reduce the number of shares in the Employee Pool by three for each share of restricted stock issued, and (z) in the case of either (x) or (y) shall not be effective unless such awards are approved or ratified by the Board (as constituted from and after the Effective Date as set forth in Section 1.8(a) of the Merger Agreement) or by a committee with appropriate authority granted by such Board." (7) Exhibit E of the Merger Agreement is hereby replaced in its entirety by Exhibit A of this letter agreement. (8) In addition to the Equity Securities that East is permitted to issue pursuant to Section 6.08, as amended, of each of the Financing Commitments (Section 6.07 in respect of the Financing Commitment to which Eastshore Aviation, LLC is a party), each of the Equity Investors is hereby granted the option, exercisable by written notice to East and West on or prior to the expiration date of the Rights Offering or on the closing date of the Merger if no Rights Offering takes place (the "Option Expiration Date"), to purchase at $15.00 per share up to the number of additional shares of East Common Stock equal to such Equity Investor's Option Amount divided by $15.00 and otherwise on the same terms and conditions as such Equity Investor's Financing Commitment. The "Option Amount" is the amount set forth next to each Equity Investor below multiplied by a fraction, the numerator of which is the amount of equity raised from the Tudor Investors plus the amount of equity raised pursuant to Section 6.08(a)(i) and (iv) after July 7, 2005 up to an aggregate for the numerator of $150,000,000 and the denominator of which is $150,000,000. * PAR Investment Partners, L.P.: $20,000,000 * Peninsula Investment Partners, L.P.: $10,000,000 * ACE Aviation Holdings Inc.: $15,000,000 * Eastshore Aviation, LLC: $25,000,000 * Wellington Investors: $30,000,000 Each foregoing option is transferable, in whole or in part, among the Equity Investors. Upon the Option Expiration Date, East shall make an offer to Eastshore Aviation, LLC, in an amount equal to one-third of the proceeds received from exercise of the options (as well as the exercise of the option pursuant to Section 6.08(c) of the Tudor Investment Agreement and any similar option granted to other Equity Investors), to repurchase shares of East Common Stock held by Eastshore Aviation, LLC, at a purchase price of $15.00 per share, and Eastshore Aviation, LLC shall have the right but not the obligation to accept such offer to repurchase in whole or in part for a period of at least 30 days after the receipt of such offer. (9) Section 7.01(g) of each of the Financing Commitments is hereby amended by changing the clause "and not more than $500,000,000" to "and not more than $800,000,000" and by changing the section reference from "Section 6.08(b)" to "Section 6.08" (Section 6.07 in respect of the Financing Commitment to which Eastshore Aviation, LLC is a party). Except as expressly modified by this letter agreement, the provisions of the Merger Agreement and each Financing Commitment shall remain unaffected. Moreover, to the extent that Section 4.20 of the Merger Agreement becomes applicable as a result of any agreement entered into after the date of this letter agreement, the rights of the Equity Investors, including but not limited to, Section 6.08 of the Financing Commitments (Section 6.07 in respect of the Financing Commitment to which Eastshore Aviation, LLC is a party) and Section 6.09 of the Eastshore Aviation, LLC Junior Secured Debtor-in-Possession Credit Facility Agreement are fully reserved and unaffected hereby. To the extent not governed by the Bankruptcy Code, this letter agreement shall be governed by, and interpreted in accordance with, the Laws of the State of New York applicable to contracts made and to be performed in that State without reference to its conflict of laws rules. This letter agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one single instrument. [Remainder of this page is intentionally left blank] If the forgoing is in accordance with your understanding, please sign and return to us one counterpart hereof. Very truly yours, US AIRWAYS GROUP, INC. By: _________________________ Name: Title: Acknowledged and agreed by: AMERICA WEST HOLDINGS CORPORATION By: _________________________ Name: Title: BARBELL ACQUISITION CORP. By: _________________________ Name: Title: ACE AVIATION HOLDINGS INC. By: _________________________ Name: Title: EASTSHORE AVIATION, LLC By: _________________________ Name: Title: PAR INVESTMENT PARTNERS, L.P. By: PAR GROUP, L.P. its general partner By: PAR CAPITAL MANAGEMENT, INC. its general partner By: _________________________ Name: Title: PENINSULA INVESTMENT PARTNERS, L.P. By: PENINSULA CAPITAL APPRECIATION LLC its general partner By: _________________________ Name: Title: WELLINGTON MANAGEMENT COMPANY, LLP, as investment adviser to each Investor listed on Schedule 1 of the Wellington Investment Agreement By: _________________________ Name: Title: SCHEDULE B Additional Shares To Be Issued if Wellington Investment Closes Shares Allocated to: Shares East (60%) 545,454 West (28.8%) 261,818 Par (11.2%) 101,818 Total 909,090 EXHIBIT A Xxxxx X. Xxxxxx, Esq. Xxxxxx X. Xxxxx, Esq. Xxxxxxx X. Xxxxxxx, Esq. XXXXXX & XXXXXX LLP 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx 00000 (000) 000-0000 - and - 000 Xxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 00000 (000) 000-0000 - and - 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 (000) 000-0000 Xxxxxxxx X. Xxxxxx, Esq. (VSB No. 29037) Xxxxxxx X. Xxxxx, Esq. (VSB No. 34364) Xxxxx X. Xxxx, Esq. McGUIREWOODS LLP 0000 Xxxxxx Xxxxxxxxx, Xxxxx 0000 XxXxxx, Virginia 22102-4215 (000) 000-0000 Counsel to the Debtors and Debtors-in-Possession IN THE UNITED STATES BANKRUPTCY COURT FOR THE EASTERN DISTRICT OF VIRGINIA ALEXANDRIA DIVISION In re: ) ) Case No. 04-13819 ) Jointly Administered US AIRWAYS, INC., et al.,1 ) Chapter 11 ) Xxx. Xxxxxxx X. Mitchell Debtors. ) ________________________ )

Issuances of Equity Securities. The (a) Except as provided in Section 6.08(b), the Company shall not accept subscriptions for, offer, issue, sell, or agree, commit or obligate itself to offer, issue or sell, any Equity Securities other than New Common Stock Stock: (ai) issued to Investor in a private offering (and not pursuant to this Agreement, a rights offering by the Company to existing Company and West stakeholders (ba "Rights Offering")) issued to other Persons pursuant to other investment agreements entered into on having terms and conditions, including without limitation purchase price, conditions that are no more favorable to the purchaser of such Persons New Common Stock than the terms and conditions provided herein and in the Stockholders Agreement are to the Investor and which (A) for such agreements entered into on or prior to July 7, 2005, provide for up to an aggregate amount of $500,000,000 including the investments 350,000,000 at a purchase price of the Investor not less than $15.00 per share of New Common Stock, and the Other Investorsup to an aggregate amount of $215,000,000 at a purchase price of not less than $16.50 per share of New Common Stock, and (cB) for such agreements entered into after July 7, 2005, provide for up to an aggregate amount of $85,000,000 at a purchase price of not less than $16.50 per share of New Common Stock; (ii) issued to West's equityholders pursuant to the Merger Agreement as set forth on Schedule 3.053.05 or to Par Investment Partners, and L.P. or Peninsula Investment Partners, L.P. pursuant to the Equity Participation (das defined in the Merger Agreement); (iii) issued to existing equityholders and creditors stakeholders of the Company pursuant to the Plan as set forth on Schedule 3.05, 3.05 (ebut not including any amounts issued pursuant to the rights offering included in the Plan); and (iv) issued by the Company on or prior to the Effective Date pursuant to a rights offering by the Company to existing Company and West stakeholders to purchase shares of New Common Stock at a price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and in an aggregate amount for proceeds not to exceed the difference between the amount raised pursuant to (i) above and $650,000,000 and the aggregate amount of the Investment800,000,000 (which may be pursuant to a Rights Offering), the Other Investments and the investment of any other Person under clause (b) above, and (f) issued by the Company on or prior to the Effective Date provided that such issuance shall be made at a purchase price per share no less than the purchase price per share of New Common Stock paid by Investor under this Agreement and otherwise no less than $16.50 and, except with respect to the Rights Offering, on other terms and conditions that are no more favorable to the purchasers of such shares than the terms and conditions provided herein and in the Stockholders AgreementAgreement are to the Investor, for and, provided further, that the sole use of proceeds in excess of $650,000,000 provided that (including amounts raised pursuant to (i) above as well as this paragraph (iv)) shall be the sole use of such proceeds is the redemption or repurchase of Equity Securities from existing of the Company and West stakeholders expected to be outstanding on the Effective Date at a repurchase or redemption price that values the Equity Securities redeemed or repurchased implies a per share value (on an as-converted basis in the case of convertible securities and, in the case of currently outstanding Equity Securities of West, taking into account the Class B Merger Exchange Ratio (as defined in the Merger Agreement)) at a price per share no more than the purchase price per share of New Common Stock paid of no more than $16.50 per share, except that the Company may use for general corporate purposes such proceeds in excess of $650,000,000 (including amounts raised pursuant to (i) above as well as this paragraph (iv)) and up to $725,000,000 if at least two-thirds of the Equity Investors (as defined in the Merger Agreement), in terms of equity investment committed to the Company pursuant to the Financing Commitments (as defined in the Merger Agreement), and proceeds in excess of $725,000,000 and up to $800,000,000 if at least three-quarters of the Equity Investors, in terms of equity investment committed to the Company pursuant to the Financing Commitments, in each case by Investor under this Agreementwritten consent, agree, which consent may not be unreasonably withheld in light of the Company's liquidity needs; if the Company repurchases Equity Securities from any Equity Investors, such repurchase may only be done (i) with the consent of such Equity Investor, (ii) the aggregate value of the New Common Stock (valued on the same basis as the New Common Stock to be issued pursuant to this Agreement) issued pursuant to this clause (f) shall not exceed $200,000,000 and (iii) Investor is provided the right to purchase, at its option, up to $25,000,000 of the New Common Stock to be issued pursuant to this clause (f) at a purchase price per share equal to the purchase price per share payable by such Investor pursuant to this Agreement and (iii) if such Investor waives any break-up or similar fee otherwise payable to such Investor, and the first $50,000,000 of New Common Stock paid by any such repurchase from an Equity Investor under this Agreementshall be offered first to Eastshore Aviation, LLC before any other Equity Investor, and Eastshore Aviation, LLC shall have the right but not the obligation to accept such offer to repurchase in whole or in part for a period of at least 30 days after the receipt of such offer. Notwithstanding the foregoing, in (b) In connection with the implementation of the Plan, the Company may authorize and reserve for issuance under the Company's equity incentive plan a number of shares of New Common Stock not to exceed 12.5% of the outstanding number of shares of New Common Stock on a Fully Diluted Basis as of the Effective DateDate (the "Employee Pool"), provided that any awards of such shares of New Common Stock made or committed to be made at anytime before the second anniversary of the Effective Date, (x) if in the form of options, may only consist of options with have an exercise price not less than the lesser of (a) Fair Market Value as of the date of grant and (b) the per share Investment Price (as appropriately adjusted to reflect stock splits, stock dividends, reverse splits and similar changes with respect to the New Common Stock effected after the Closing Date); provided that the exercise price for any options granted as of or immediately following the Effective Date shall be not less than the Investment Price Price, (y) if in the form of restricted stock, shall reduce the number of shares in the Employee Pool by three for each share of restricted stock issued, and (z) in the case of either (x) or (y) shall not be effective unless such awards are approved or ratified by the Board (as constituted from and after the Effective Date as set forth in Section 1.8(a) of the Merger Agreement) or by a committee with appropriate authority granted by such Board.