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EXHIBIT 2
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
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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.
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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
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Name:
Title:
TPG PARTNERS, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name:
Title:
TPG PARALLEL I, L.P.
By: TPG Genpar, L.P.
By: TPG Advisors, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name:
Title:
CONTINENTAL AIRLINES, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: EVP Corporate Affairs
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GPA GROUP plc
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Vice President - Legal
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