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Exhibit 10 to
Schedule 13D Statement
WARRANT AND STOCK PURCHASE AGREEMENT
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THIS AGREEMENT ("Agreement"), made and entered into as of the
15th day of January, 1998, by and among America West Airlines, Inc., a Delaware
corporation ("AWA"), America West Holdings Corporation, a Delaware corporation
("AWH"), Mesa Air Group, Inc., a Nevada corporation ("Mesa") and MAGI Insurance,
Ltd., a company organized under the laws of Barbados, West Indies ("MAGI").
WITNESSETH:
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WHEREAS, MAGI holds 799,767 warrants (collectively, the
"Warrants" and, individually, a "Warrant") to purchase shares of Class B Common
Stock, par value $.01 per share of AWH, which Warrants were acquired and are
held pursuant to the terms of that certain Warrant Certificate dated August 25,
1994 issued in the name of Mesa Airlines, Inc., and governed by the terms of
that certain Warrant Agreement dated as of August 25, 1994, as amended, between
AWA and the Warrant Agent named therein;
WHEREAS, Mesa holds 100,000 shares of Class A Common Stock,
par value $.01 per share of AWH and 200,727 shares of Class B Common Stock, par
value $.01 per share of AWH (collectively, the "Common Stock");
WHEREAS, (i) AWA desires to purchase all of the Warrants held
by MAGI, (ii) AWH desires to purchase all of the Common Stock held by Mesa, and
(iii) MAGI and Mesa desire to sell such Warrants and Common Stock to AWA and
AWH, respectively;
NOW, THEREFORE, in consideration of the premises and of the
mutual promises and agreements contained herein, the parties hereto, intending
to be legally bound, do hereby agree as follows:
Section 1. Closing.
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The Closing (the "Closing") of the transaction contemplated
hereby shall occur on January 23, 1998, at 10:00 a.m. at the offices of AWA in
Phoenix, Arizona or at such other place or such other date or time as all of the
parties may agree.
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Section 2. Actions at Closing.
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At the Closing, MAGI shall sell, transfer, convey and deliver
to AWA all of MAGI's right, title and interest in and to the Warrants and Mesa
shall sell, transfer, convey and deliver to AWH all of Mesa's right, title and
interest in and to the Common Stock, and AWA and AWH shall acquire the Warrants
and Common Stock. Such transfer shall be effected by the execution by XXXX of
an assignment substantially in the form contemplated by the Warrant and
delivery of the original certificates for the Warrants and the Common Stock. At
the Closing, AWA shall pay to MAGI an aggregate of $5,650,853.70, representing
an amount per Warrant equal to ninety-five percent (95%) of the closing sale
price of the Warrant as reported on the New York Stock Exchange Composite Tape
on January 8, 1998 (the "Warrant Purchase Price"). At the Closing, AWH shall
pay to Mesa an aggregate of $5,450,676.88, representing an amount per share of
the Common Stock equal to the closing sale price of the Class B Common Stock as
reported on the New York Stock Exchange Composite Tape on January 8, 1998 (the
"Stock Purchase Price" and together with the Warrant Purchase Price, the
"Purchase Price"). The Purchase Price was determined in accordance with the
schedule attached hereto as Schedule A. The aggregate Purchase Price shall be
paid to MAGI and Mesa by wire transfer of same day funds to the accounts of
MAGI and Mesa designated prior to Closing.
Section 3. Representations.
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MAGI and Mesa, and each of them, represent and warrant to AWA
and AWH that they beneficially hold on the date hereof, and will hold at the
Closing, the Warrants and Common Stock, as applicable, free and clear of any
lien, charge or encumbrance whatsoever. Each party represents and warrants to
the other that the execution, delivery and performance of this Agreement by such
party has been duly authorized by all necessary corporate action on its part and
are within its corporate power and will not violate its charter, by-laws or any
material agreement to which it is a party or by which its assets are bound.
Further, each party represents and warrants to the other that it will undertake
all necessary action and proceed diligently to effect the consummation of the
transaction contemplated hereby. Each representation made in this Section 3
shall be deemed to be made again at and as of the Closing.
Section 4. Miscellaneous.
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(a) NOTICES. Any notice or other communication given in
connection with this Agreement shall be in writing and shall be deemed to have
been given when delivered by hand to the person to whom such notice or other
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communication is intended to be given, at the address, indicated next to its
signature below.
(b) COUNTERPARTS. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together with shall constitute and be the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
AMERICA WEST AIRLINES, INC.
By: /s/ X. Xxxxxxx Xxxxxx
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Title: Senior Vice President and Chief Financial Officer
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Address: 0000 Xxxx Xxx Xxxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
AMERICA WEST HOLDINGS CORPORATION
By: /s/ X. Xxxxxxx Xxxxxx
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Title: Senior Vice President and Chief Financial Officer
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Address: 00 Xxxx Xxxxx Xxxxxx
Xxxxx, XX 00000
MESA AIR GROUP, INC.
By: /s/ X. Xxxxxxx Xxxxxxx
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Title: Chief Financial Officer
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Address: 0000 00xx Xxxxxx
Xxxxxxxxxx, XX 00000
MAGI INSURANCE, LTD.
By: /s/ X. Xxxxxxx Xxxxxxx
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Title: Chief Financial Officer
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Address: 0000 00xx Xxxxxx
Xxxxxxxxxx, XX 00000
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SCHEDULE A
Current Pricing NYSE Close 1/8/98
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AWA Class B Common Stock 18-1/8 (18.125)
AWA Warrants 7-7/16 (7.4375)
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Purchase Price
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Purchase 100,000 Class A Common
Stock and 200,727 Class B Common $5,450,676.88
Stock at $18-1/8 per Share
Purchase 799,767 Warrants
at $7.065625 per warrant $5,650,853.70
(7-7/16 x .95 = $7.065625)
TOTAL $11,101,530.59
