{"id":43506,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/purchase-agreement-america-west-holdings-corp-america-west.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"purchase-agreement-america-west-holdings-corp-america-west","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/purchase-agreement-america-west-holdings-corp-america-west.html","title":{"rendered":"Purchase Agreement &#8211; America West Holdings Corp., America West Airlines, Inc. and Continental Airlines Inc."},"content":{"rendered":"<pre>\n                               PURCHASE AGREEMENT\n\n     This Purchase Agreement (\"Agreement\") is entered into as of this 27th day\nof December 2000 by and among America West Holdings Corporation (\"Holdings\"), a\nDelaware corporation, America West Airlines, Inc. (\"America West\"), a Delaware\ncorporation, and Continental Airlines, Inc. (\"Continental\"), a Delaware\ncorporation.\n\n                                    RECITALS\n\n     Continental owns 158,569 shares of Class A Common Stock, $.01 par value, of\nHoldings (the \"Shares\").\n\n     Holdings desires to purchase from Continental and Continental desires to\nsell to Holdings the Shares.\n\n     TPG Partners, L.P., TPG Parallel I, L.P. and Air Partners II, L.P.\n(collectively, \"TPG\"), together with Continental, are parties to that certain\nPriority Distribution Agreement, dated as of August 25, 1994 (the \"Priority\nDistribution Agreement\"), a copy of which has been delivered to and reviewed by\nHoldings, pursuant to which, among other matters, Continental was granted\ncertain rights of first refusal with respect to certain securities of Holdings\nowned by TPG, as set forth in Section 3 of the Priority Distribution Agreement\n(the \"Right of First Refusal\").\n\n     Holdings desires to assume the rights and obligations of Continental under\nthe Priority Distribution Agreement, and Continental desires to assign to\nHoldings its rights and delegate to Holdings its obligations under the Priority\nDistribution Agreement.\n\n     NOW, THEREFORE, the parties hereto, in consideration of the premises and\nfor other good and valuable consideration, the receipt and sufficiency of which\nare hereby acknowledged, agree as follows:\n\n     1.   SALE AND PURCHASE.\n\n          (a)  Acquisition. In reliance upon the representations, warranties,\n     covenants and agreements contained herein and upon the terms and subject to\n     the conditions hereinafter set forth, Continental hereby sells, assigns,\n     transfers, conveys and delivers to Holdings, and Holdings hereby purchases,\n     acquires and accepts from Continental, the Priority Distribution Agreement\n     and the Shares (the \"Acquisition\"). As part of the Acquisition, from and\n     after the date hereof, Holdings agrees to assume Continental's rights and\n     perform its obligations under the Priority Distribution Agreement, and to\n     hold Continental harmless from any failure to so perform such obligations.\n     Holdings acknowledges that no amounts previously paid or payable to\n     Continental under the Priority Distribution Agreement are being assigned to\n     Holdings hereunder.\n   2\n     (b)  Purchasing Price. The consideration for the Acquisition is \n$10,827,532 (the \"Purchase Price\"), payable by Holdings to Continental as \nprovided in paragraph (c) below.\n\n     (c)  Payment of Purchase Price and Delivery of Shares. On the date hereof,\nHoldings shall pay the Purchase Price to Continental in cash in United States\nDollars by wire transfer of immediately available funds to the account of\nContinental previously designated by Continental to Holdings. Upon receipt by it\nof confirmation that the Purchase Price has been so paid, Continental will on\nthe date thereof deliver to Holdings a certificate or certificates representing\nthe Shares, duly endorsed for transfer or accompanied by stock powers executed\nin blank. The closing of the Acquisition and related transactions shall occur at\nthe offices of Continental at 1600 Smith Street, Houston, Texas.\n\n2.   REPRESENTATIONS AND WARRANTIES OF AMERICA WEST AND HOLDINGS.\n\n     Each of America West and Holdings hereby jointly and severally represents \nand warrants to Continental that:\n\n     (a)  its execution, delivery and performance of this Agreement do not\nviolate applicable law, its certificate of incorporation or by-laws or any\nmaterial agreement to which it is a party;\n\n     (b)  this Agreement has been duly authorized, executed and delivered by it\nand constitutes a valid and binding obligation of it, enforceable against it in\naccordance with its terms, subject to bankruptcy, insolvency, fraudulent\nconveyance, reorganization, moratorium and other similar laws relating to or\naffecting the enforcement of creditors' rights generally and legal principles of\ngeneral applicability governing the availability of equitable remedies (whether\nconsidered in a proceeding in equity or at law or under applicable legal codes);\nand\n\n     (c)  except for applicable laws, if any, noncompliance with which could not\nreasonably be expected to prevent America West or Holdings from performing their\nrespective obligations under this Agreement in all material respects, no filing\nor registration with, no waiting period imposed by and no authorization of, any\ngovernmental authority is required under any laws applicable to America West or\nHoldings to permit America West and Holdings to execute, deliver or perform its\nobligations under this Agreement or to consummate the transactions contemplated\nhereby.\n\n3.   REPRESENTATIONS AND WARRANTIES OF CONTINENTAL.\n\n     Continental hereby represents and warrants to America West and Holdings\nthat:\n\n                                       2\n   3\n          (a)  its execution, delivery and performance of this Agreement do not\n     violate applicable law, its certificate of incorporation or by-laws or any\n     material agreement to which it is a party;\n\n          (b)  this Agreement has been duly authorized, executed and delivered\n     by it and constitutes a valid and binding obligation of it, enforceable\n     against it in accordance with its terms, subject to bankruptcy, insolvency,\n     fraudulent conveyance, reorganization, moratorium and other similar laws\n     relating to or affecting the enforcement of creditors' rights generally\n     and legal principles of general applicability governing the availability of\n     equitable remedies (whether considered in a proceeding in equity or at law\n     or under applicable legal codes);\n\n          (c)  except for applicable laws, if any, noncompliance with which\n     could not reasonably be expected to prevent Continental from performing its\n     obligations under this Agreement in all material respects, no filing or\n     registration with, no waiting period imposed by and no authorization of,\n     any governmental authority is required under any laws applicable to\n     Continental to permit it to excuse, deliver or perform its obligations\n     under this Agreement or to consummate the transactions contemplated hereby;\n\n          (d)  Continental has not assigned, transferred, waived, impaired or\n     otherwise encumbered the Priority Distribution Agreement or the Right of\n     First Refusal; and\n\n          (c)  Continental owns the Shares of record and beneficially, free and\n     clear of liens, attachments, pledges, claims, restrictions, charges,\n     encumbrances or security interests of any nature whatsoever (\"Liens\"),\n     other than any Lien arising pursuant to this Agreement or under applicable\n     securities laws. Continental has full power and legal right to sell,\n     assign, transfer and deliver the Shares, and the delivery to Holdings of\n     the Shares pursuant to the provisions of this Agreement will transfer to\n     Holdings good and valid title thereto, free and clear of all Liens (other\n     than restrictions on transfer pursuant to applicable securities laws).\n\n     4.   NON-EXERCISE. In the event for any reason that the Priority\nDistribution Agreement shall be determined by a court of competent jurisdiction\nto be non-assignable or if for any other reason the assignment thereof by\nContinental to Holdings shall be determined by any court of competent\njurisdiction to be ineffective, in each case without depriving Continental of\nthe Purchase Price or imposing any additional obligations upon Continental, then\nfrom and after any such determination Continental will not exercise the Right of\nFirst Refusal.\n\n     5.   INDEMNIFICATION.\n\n     (a)  To the fullest extent permitted by applicable law, subject to the\nterms of Section 5(c) hereof, each of Holdings and America West, jointly and\nseverally, will indemnify, defend and hold harmless Continental and its\ndirectors, officers, stockholders, partners, employees, agents, representatives,\nsuccessors, transferees and assigns, from \n\n                                       3\n\n\n\n\n   4\nand against all out-of-pocket costs and expenses (including, without limitation,\nreasonable legal fees and expenses incurred in connection with AW Claims (as\ndefined below)), including amounts paid to third parties (which shall be deemed\nto include Holdings and its affiliates and America West and its affiliates) in\nrespect of settlements or judgments resulting from or arising in connection with\nclaims made by holders, former holders, beneficial owners or former beneficial\nowners of securities of Holdings or America West (other than Continental) in\ntheir capacity as holders of such securities, or by, on behalf of or in the name\nof Holdings or America West (each, a \"AW Claim\", and collectively, \"AW Claims\")\nbased upon or in connection with this Agreement or the transactions contemplated\nhereby, provided, however, that Holdings and America West still have no\nobligation hereunder to indemnify Continental or any other Indemnified Party (as\ndefined below) to the extent, but only to the extent, the AW Claim relates to a\nbreach by Continental of this Agreement or any other agreement to which\nContinental is a party.\n\n     (b) To the fullest extent permitted by applicable law, subject to the terms\nof Section 5(c) hereof, Continental will indemnify, defend and hold harmless\nHoldings and America West and their respective directors, officers,\nstockholders, partners, employees, agents, representatives, successors,\ntransferees and assigns, from and against all out-of-pocket costs and expenses\n(including, without limitation, reasonable legal fees and expenses incurred in\nconnection with Continental Claims (as defined below)), including amounts paid\nto third parties (which shall be deemed to include Continental and its\naffiliates) in respect of settlements or judgments resulting from or arising in\nconnection with claims made by holders, former holders, beneficial owners or\nformer beneficial owners of securities of Continental (other than Holdings and\nAmerica West) in their capacity as holders of such securities, or by, on behalf\nof or in the name of Continental (each, a \"Continental Claim\", and collectively,\n\"Continental Claims\") based upon or in connection with this Agreement or the\ntransactions contemplated hereby; provided, however, that Continental shall have\nno obligation hereunder to indemnify Holdings, America West or any other\nIndemnified Party (as defined below) to the extent, but only to the extent, the\nContinental Claim relates to a breach by Holdings or America West of this\nAgreement or any other agreement to which Holdings or America West is a party.\n\n     (c) For purposes of this Section 5, the term \"Indemnifying Party\" when used\nin connection with a particular AW Claim means Holdings and America West and\nwhen used in connection with a particular Continental Claim means Continental,\nwhich are the persons having an obligation to indemnify with respect to such\nClaim pursuant to this Section 5, and the term \"Indemnified Party\" when used in\nconnection with a particular Claim means the person (whether one or more) having\nthe right to be indemnified with respect to such Claim pursuant to this Section\n5. As used herein, a \"Claim\" shall mean an AW Claim or a Continental Claim, as\nthe case may be. The following procedures will apply to the indemnification\nobligations set forth in this Agreement:\n\n     (i) Promptly after receipt of written notice of a Claim involving a third\n  party, the Indemnified Party against whom such Claim is asserted will give\n  the\n\n\n\n                                       4\n\n\n   5\nIndemnifying Party written notice of any such Claim; provided, however, that any\nfailure or delay in providing such notice to the Indemnifying Party will not\nrelieve the Indemnifying Party of any obligations under this Section 5 except to\nthe extent and only to the extent the Indemnifying Party was actually and\nmaterially prejudiced by such delay or failure. The Indemnifying Party will\npromptly designate counsel chosen by it and reasonably acceptable to the\nIndemnified Party to represent the Indemnified Party in connection with such\nClaim and the Indemnifying Party will pay all costs of investigation, litigation\nor arbitration incurred in connection with such Claim including, without\nlimitation, fees and expenses of such counsel. The Indemnifying Party will have\nthe right to undertake the defense, compromise or settlement of such Claim\n(subject to paragraph (ii) below), and the Indemnifying Party will not be liable\nfor the fees or expenses of separate counsel for the Indemnified Party, unless\nthe employment of such counsel shall have been authorized in writing by the\nIndemnifying Party in connection with the defense of such action or the\nIndemnifying Party shall not have employed counsel reasonably satisfactory to\nthe Indemnified Party to have charge of the defense of such action or, based\nupon the written advice of counsel, the Indemnified Party shall have reasonably\nconcluded that there may be defenses available to it that are different from\nthose available to the Indemnifying Party or that a material conflict of\ninterest or material potential conflict of interest exists (in which case the\nIndemnifying Party shall not have the right to direct the defense of such action\non behalf of the Indemnified Party), in any of which cases the reasonable fees\nand expenses of counsel for the Indemnified Party shall be borne by the\nIndemnifying Party and paid as incurred (it being understood, however, that the\nIndemnifying Party shall not be liable for the expenses of more than one\nseparate counsel (other than local counsel) in any one action or series of\nrelated actions in the same jurisdiction representing the Indemnified Parties\nwho are parties to such action). The Indemnified Party will use its reasonable\nefforts to cooperate fully with respect to the defense of any Claim. If after\nthe passage of a reasonable period of time after notice of any Claim, the\nIndemnifying Party has not initiated a defense against such Claim, the\nIndemnified Party will have the right, upon written notice to the Indemnifying\nParty, to undertake the defense, compromise or settlement of such Claim at any\ntime prior to settlement, compromise or final determination thereof and any\naction so taken by the Indemnified Party with regard to such defense, compromise\nor settlement will be deemed to be within the protection afforded by this\nAgreement unless a court of competent jurisdiction makes a final determination\nthat the Indemnified Party is not entitled to indemnification hereunder with\nrespect to such Claim; provided, however, that any settlement of any such Claim\nshall require the prior written consent of the Indemnifying Party, which consent\nshall not be unreasonably withheld or delayed.\n\n     (ii) Anything in this Section 5(c) to the contrary notwithstanding, the\nIndemnifying Party will not settle or compromise any Claim or consent to the\nentry of any judgment that does not include as an unconditional term thereof the\ngiving by the claimant or plaintiff to the Indemnified Party a full, irrevocable\nand unconditional release from all liability in respect of such Claim; provided\nthat if\n\n\n                                       5\n\n\n   6\n     the terms of such settlement, compromise or judgment adversely affects any\n     of the rights granted to such Indemnified Party herein, the Indemnifying\n     Party will not settle or compromise such Claim or consent to the entry of\n     judgment without the written consent of the Indemnified Party, which\n     consent shall not be unreasonably withheld or delayed. In the event that\n     there is more than one Indemnified Party with respect to any Claim, any\n     notice contemplated by this Section 5(c) to be given to the Indemnified\n     Party will be deemed to be given for purposes hereof if it is given to the\n     respective parties hereto. No Indemnifying Party shall be liable for any\n     settlement of any Claim effected without its written consent (which consent\n     shall not be unreasonably withheld), but if settled with its written\n     consent, the Indemnifying Party agrees to indemnify and hold harmless any\n     Indemnified Party from and against any loss or liability by reason of such\n     settlement.\n\n     6.  MISCELLANEOUS.\n\n         (a) Governing Law. This Agreement shall be governed by, and interpreted\nin accordance with, the laws of the State of Delaware (regardless of the laws\nthat might otherwise govern under applicable principles of conflicts of law).\n\n         (b) Jurisdiction. Any judicial proceeding brought against any of the\nparties hereto with respect to this Agreement shall be brought in the United\nStates District Court for the District of Delaware irrespective of where such\nparty may be located at the time of such proceeding, and by execution and\ndelivery of this Agreement, each of the parties hereto hereby consents to the\nexclusive jurisdiction of such court and waives any defense or opposition to\nsuch jurisdiction.\n\n         (c) Counterparts. This Agreement may be executed in two or more\ncounterparts, each of which shall be deemed to constitute an original, but all\nof which together shall constitute one and the same document.\n\n         (d) Assignment; No Third-Party Beneficiaries; Amendment. Neither this\nAgreement, nor any of the rights, interests or obligations hereunder shall be\nassigned by any of the parties hereto (whether by operation of law or otherwise)\nwithout the prior written consent of the other parties hereto. This Agreement is\nbinding upon and for the sole benefit of the parties hereto and their respective\nsuccessors and assigns and nothing herein, express or implied, is intended to or\nshall confer upon any other person any legal or equitable right, benefit or\nremedy of any nature whatsoever under or by reason of this Agreement. This\nAgreement may not be amended except by an instrument in writing signed on behalf\nof each of the parties hereto.\n\n         (e) Waiver. Failure by any party to take action against another in case\nof the other's noncompliance with obligations or conditions set forth in this\nAgreement shall not be interpreted as a waiver for a subsequent noncompliance of\nthe same or other obligations or conditions. No waiver shall be deemed to have\nbeen made by any party of any of its rights under this Agreement unless the same\nis in writing and is signed on its\n\n\n                                       6\n   7\nbehalf by its authorized representative. Any such waiver shall constitute a\nwaiver only with respect to the specific matter described in such writing and\nshall in no way impair the rights of the party granting such waiver in any other\nrespect or at any other time.\n\n         (f) INTERPRETATION. The descriptive headings herein are inserted for\nconvenience of reference only and are not intended to be part of or to affect\nthe meaning or interpretation of this Agreement. Whenever the words \"include\",\n\"includes\" or \"including\" are used in this Agreement, they shall be deemed to be\nfollowed by the words \"without limitation\". Any reference to \"herein\" or\n\"hereof\" or similar terms shall refer to the agreement as a whole rather than to\nthe individual paragraph or section.\n\n         (g) SEVERABILITY. Any term or provision of this Agreement which is\ninvalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be\nineffective to the extent of such invalidity or unenforceability without\nrendering invalid or unenforceable the remaining terms and provisions of this\nAgreement or affecting the validity or enforceability of any of the terms or\nprovisions of this Agreement in any other jurisdiction. If any provision of this\nAgreement is so broad as to be unenforceable, the provision shall be interpreted\nto be only so broad as it is enforceable.\n\n         (h) SPECIFIC PERFORMANCE. The parties hereby acknowledge and agree that\nthe failure of any party to this Agreement timely to perform its agreements and\ncovenants hereunder will cause substantial and irreparable injury to the other\nparties to this Agreement for which damages, even if available, will not be an\nadequate remedy. Accordingly, each of the parties hereto hereby consents to the\ngranting of equitable relief (including specific performance and injunctive\nrelief) by any court having jurisdiction over the matter to enforce any party's\nobligations hereunder. The parties further agree to waive any requirement for\nthe securing or posting of any bond in connection with the obtaining of any such\nequitable relief, and that this Section 6(h) is without prejudice to any other\nrights that the parties hereto may have for any failure to perform this\nAgreement. The parties further agree not to assert in any proceeding that\ngrounds for any equitable relief are not satisfied. The parties acknowledge that\nbecause the obligations imposed on them in this Agreement are special, unique\nand of an extraordinary character, the making available of equitable remedies\n(including specific performance and injunctive relief) in this Agreement was a\ncondition to each party's entering into this Agreement.\n\n         (i) NOTICES. Notices, requests and other communications hereunder\nto a party shall be in writing and shall be deemed given (x) upon delivery if\npersonally delivered or (y) three Business Days after being mailed by registered\nor certified mail (return receipt requested) or (z) one Business Day after being\ndelivered by overnight courier or by facsimile (with confirmation) to such party\nat its address or facsimile set forth below or such other address or facsimile\nas such party may specify by notice to the parties hereto.\n\n\n\n                                       7\n\n\n   8\n          If to Continental:\n\n          Continental Airlines Inc.\n          1600 Smith Street\n          Dept. HQSEO\n          Houston, Texas 77002\n          Attention:  General Counsel and Chief Financial Officer\n\n          Telephone:  (713) 324-2948\n          Facsimile:  (713) 324-2687\n\n          If to Holdings or America West:\n\n          America West Holdings Corporation\n          111 West Rio Salado Parkway\n          Tempe, Arizona 85281\n          Attention: General Counsel\n          Telephone:  (480) 693-5785\n          Telecopier: (480) 693-5702   \n\nAs used herein, a \"Business Day\" means each Monday, Tuesday, Wednesday, \nThursday and Friday unless such day shall be a day when financial institutions \nin Houston or Phoenix are authorized by applicable law to close.\n\n     (j)  Entire Agreement. This Agreement constitutes the entire agreement of \nthe parties, and supersedes all prior agreements and undertakings, both written \nand oral, among the parties, with respect to the subject matter hereof.\n\n     (k)  Further Assurances. Each of the parties to this Agreement will \ncooperate and use its reasonable efforts to take or cause to be taken all \nreasonable actions, to cooperate reasonably with the other parties hereto with \nrespect to such actions, and to do or cause to be done all things reasonably \nnecessary or advisable to consummate and make effective the transactions \ncontemplated by this Agreement.\n\n\n                                    *******\n\n\n\n                                       8\n\n   9\nIN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be\nexecuted as of the date first written above by their respective officers\nthereunto duly authorized.\n\n          CONTINENTAL AIRLINES, INC.\n\n          By: \/s\/ Jeffery A. Smisek\n             -------------------------------\n             Name: Jeffery A. Smisek\n             Title: Executive Vice President\n\n          AMERICA WEST HOLDINGS CORPORATION\n\n          By: \/s\/ Stephen L. Johnson\n             -------------------------------\n             Name: Stephen L. Johnson\n             Title: Senior Vice President\n\n          AMERICA WEST AIRLINES, INC.\n\n          By: \/s\/ Stephen L. Johnson\n             -------------------------------\n             Name: Stephen L. Johnson\n             Title: Senior Vice President\n\n\n                                        9\n \n   10\n                                    CONSENT\n\n     Each of TPG Partners, L.P., a Delaware limited partnership (\"TPG\nPartners\"), TPG Parallel I, L.P., a Delaware limited partnership (\"Parallel\"),\nand Air Partners II, L.P., a Texas limited partnership (\"APII\", and collectively\nwith TPG Partners and Parallel, \"TPG\") hereby irrevocably consents to the sale\nand assignment by Continental Airlines, Inc. to America West Holdings\nCorporation of the Priority Distribution Agreement, and the assumption by\nAmerica West Holdings Corporation of Continental's rights and obligations\nthereunder, all as contemplated by that certain Purchase Agreement dated as of\nDecember 27, 2000 among Continental Airlines, Inc., America West Holdings\nCorporation and America West Airlines, Inc., a copy of which Purchase Agreement\nhas been provided to and reviewed by TPG.\n\n     Executed as of December 27, 2000.\n\n     TPG PARTNERS, L.P.\n\n     By: TPG Genpar, L.P.\n\n          By: TPG Advisors, Inc.\n\n               By \/s\/ Richard P. Schifter\n                  -----------------------\n               Name:\n               Title:\n\n\n     TPG PARALLEL I, L.P.\n\n     By: TPG Genpar, L.P.\n\n          By: TPG Advisors, Inc.\n\n               By \/s\/ Richard P. Schifter\n                  -----------------------\n               Name:\n               Title:\n\n\n     AIR PARTNERS, II, L.P.\n\n     By: TPG Genpar, L.P.\n\n          By: TPG Advisors, Inc.\n\n               By \/s\/ Richard P. Schifter\n                  -----------------------\n               Name:\n               Title:\n\n\n\n   11\n                 [AMERICA WEST HOLDINGS CORPORATION LETTERHEAD]\n\n                               December 27, 2000\n\nTPG Partners, L.P.\nTPG Parallel I, L.P.\nAir Partners II, L.P.\n301 Commerce Street, Suite 3300\nFort Worth, Texas 76102\nAttention: James J. O'Brien\n\nRE: PRIORITY DISTRIBUTION AGREEMENT\n\nGentlemen:\n\n     America West Holdings Corporation (\"Holdings\"), America West Airlines, Inc.\nand Continental Airlines, Inc. (\"Continental\") are today entering into a\nPurchase Agreement pursuant to which, among other things, Continental is\nassigning to Holdings, and Holdings is assuming, the rights and obligations of\nContinental under the Priority Distribution Agreement (the \"Priority\nDistribution Agreement\") dated as of August 25, 1994 between the Addressees\n(each a \"TPG Entity\") and Continental. The TPG Entities have consented to that\nassignment and assumption. In connection with such assignment and assumption,\nand in consideration for the TPG Entities' consent, this letter will confirm the\nacknowledgement and agreement of Holdings that:\n\n     1. No payments currently are due to Holdings, and at no time in the future\n        will any payments become due to Holdings, under Section 2 of the\n        Priority Distribution Agreement.\n\n     2. Holdings will not exercise the rights of first refusal arising under\n        Section 3 of the Priority Distribution Agreement (the \"Rights of First\n        Refusal\") in respect of any sale, transfer or other disposition of\n        shares of Class A Common Stock, par value $.01 per share, of Holdings by\n        any TPG Entity (or any affiliate of any TPG Entity) but, subject to the\n        termination provision in Clause 3 below, Holdings shall be entitled to\n        exercise the Rights of First Refusal in respect of a sale, transfer or\n        other disposition of any of those shares by any other person.\n\n     3. The Priority Distribution Agreement and the Rights of First Refusal\n        shall be terminated and no longer be of any force and effect if William\n        A. Franke ceases to be Chairman of the Board of Directors of Holdings.\n   12\nTPG Partners, L.P.\nDecember 27, 2000\nPage 2\n\n     Subject to these clarifications and modifications, the Priority\nDistribution Agreement, as assigned by Continental and assumed by Holdings,\nremains in full force and effect between the TPG Entities and Holdings.\n\n     To confirm your acknowledgement and agreement to the foregoing, please sign\na counterpart of this letter where indicated below and return to the\nundersigned.\n\n\n                                   Very truly yours,\n\n                                   AMERICA WEST HOLDINGS CORPORATION\n\n\n\n                                   By: \/s\/ Stephen L. Johnson\n                                       ----------------------\n                                   Name:   Stephen L. Johnson\n                                   Title:  Senior Vice President\n                                                                \n\n\nACKNOWLEDGED AND AGREED:\n\n     TGP PARTNERS, L.P.\n\n     By: TPG Genpar, L.P.\n\n          By: TPG Advisors, Inc.\n\n               By: \/s\/ Richard P. Schifter\n                   -----------------------\n                   Name:\n                   Title:\n\n   13\nTPG Partners, L.P.\nDecember 27, 2000\nPage 3\n\n\n          TPG PARALLEL I, L.P.\n          \n          By: TPG Genpar, L.P.\n     \n               By: TPG Advisors, Inc.\n\n                    By: \/s\/ Richard P. Schifter\n                        -----------------------\n                    Name:\n                    Title:\n\n\n          AIR PARTNERS II, L.P.\n\n          By: TPG Genpar, L.P.\n\n               By: TPG Advisors, Inc.\n\n                    By: \/s\/ Richard P. Schifter\n                        -----------------------\n                    Name:\n                    Title:\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6656,7196],"corporate_contracts_industries":[9521],"corporate_contracts_types":[9622,9627],"class_list":["post-43506","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-america-west-holdings-corp","corporate_contracts_companies-continental-airlines-inc","corporate_contracts_industries-transportation__air","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43506","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43506"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43506"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43506"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43506"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}