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/ Xxxxxxx X. Xxxxxxxx
Name:
Title:
TPG PARTNERS, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name:
Title:
TPG PARALLEL I, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name:
Title:
CONTINENTAL AIRLINES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: EVP Corporate Affairs
GPA GROUP plc
By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Vice President - Legal
