US AIRWAYS GROUP, INC. 2345 Crystal Drive Arlington, Virginia 22227Merger Agreement • July 13th, 2005 • Us Airways Inc • Air transportation, scheduled
July 7, 2005 Ladies and Gentlemen: This letter agreement is with reference to (i) the Agreement and Plan of Merger, dated as of May 19, 2005 (the "Merger Agreement"), by and between US Airways Group, Inc., a Delaware corporation, and its successors (including, as the context may require, on or after the effective date of the Plan, as reorganized pursuant to the Bankruptcy Code) ("East"), America West Holdings Corporation, a Delaware corporation ("West"), and Barbell Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of East ("Merger Sub"), in respect of the merger of Merger Sub with and into West, and (ii) the Financing Commitments entered into by and among East, West and the Equity Investors. Any capitalized term not defined in this letter agreement shall have the meaning set forth in the Merger Agreement or the Financing Commitments, as applicable. The parties to this letter agreement hereby acknowledge and agree as follows: (1) East and West entere
INVESTMENT AGREEMENT dated as of July 7, 2005 among US AIRWAYS GROUP, INC., AMERICA WEST HOLDINGS CORPORATION and THE INVESTORS LISTED ON SCHEDULE 1 HERETOInvestment Agreement • July 13th, 2005 • Us Airways Inc • Air transportation, scheduled • New York
THIS INVESTMENT AGREEMENT (together with all exhibits and schedules hereto and as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the "Agreement"), dated as of July 7, 2005, by and among the investors listed on Schedule 1 hereto (each an "Investor" and collectively the "Investors"), US Airways Group, Inc., a Delaware corporation, and its successors (including, as the context may require, on or after the Effective Date, as reorganized pursuant to the Bankruptcy Code) (the "Company"), and America West Holdings Corporation, a Delaware corporation ("West").
