6,633,000 Shares
AMERICA WEST AIRLINES, INC.
(a Delaware corporation)
Class B Common Stock
(Par Value $.01 Per Share)
PRICING AGREEMENT
February 14, 1996
▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇ Securities Corporation
▇▇▇▇▇▇ Brothers Inc.
as Representatives of the several
Underwriters named in the within-
mentioned Purchase Agreement
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Headquarters
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
Reference is made to the Purchase Agreement
dated February 14, 1996 (the "Purchase Agreement")
relating to the purchase by the several Underwriters
named in Schedule A thereto, for whom ▇▇▇▇▇▇▇ ▇▇▇▇▇ &
Co., ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated,
▇▇▇▇▇▇▇▇▇, Lufkin & ▇▇▇▇▇▇▇▇ Securities Corporation and
▇▇▇▇▇▇ Brothers Inc. are acting as representatives (the
"Representatives"), of the above shares of Class B Common
Stock (the "Securities"), of America West Airlines, Inc.,
a Delaware corporation (the "Company"), to be sold by
certain stockholders named in Schedule B thereto (the
"Selling Stockholders").
Pursuant to Section 2 of the Purchase Agree-
ment, the Selling Stockholders severally and not jointly
agree with each Underwriter as follows:
1. The initial public offering price per
share for the Securities, determined as provided in
said Section 2, shall be $19.50.
2. The purchase price per share for the
Securities to be paid by the several Underwriters
shall be $18.57, being an amount equal to the ini-
tial public offering price set forth above less
$0.93 per share; provided that the purchase price
per share for any Option Securities (as defined in
the Purchase Agreement) purchased upon exercise of
the over-allotment option described in Section 2(b)
of the Purchase Agreement shall be reduced by an
amount per share equal to any dividends declared by
the Company and payable on the Initial Securities
(as defined in the Purchase Agreement) but not
payable on the Option Securities.
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to
the Company a counterpart hereof, whereupon this instru-
ment, along with all counterparts, will become a binding
agreement among the Underwriters and the Selling Stock-
holders in accordance with its terms. By executing this
agreement in the space provided below, the Company ac-
knowledges the execution and delivery of this Pricing
Agreement by the Representatives and the Selling Stock-
holders and the incorporation of this Pricing Agreement
into the Purchase Agreement
Very truly yours,
TPG PARTNERS, L.P.
By: TPG Genpar, L.P.
General Partner
By: TPG Advisors, Inc.
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
TPG PARALLEL I, L.P.
By: TPG Genpar, L.P.
General Partner
By: TPG Advisors, Inc.
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Viice President
AIR PARTNERS II, L.P.
By: TPG Genpar, L.P.
General Partner
By: TPG Advisors, Inc.
General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
CONTINENTAL AIRLINES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
MESA AIR GROUP, INC.,
for itself and its subsidiaries
By: /s/ W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Name: W. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
▇▇▇▇▇▇ BROTHERS INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
CONFIRMED AND ACCEPTED,
as of the date first above written:
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED
▇▇▇▇▇▇▇▇▇, LUFKIN & ▇▇▇▇▇▇▇▇ SECURITIES CORPORATION
▇▇▇▇▇▇ BROTHERS INC.
By: ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
Authorized Signatory
For each of themselves and as Representatives of the
other
Underwriters named in Schedule A of the Purchase Agree-
ment
ACKNOWLEDGED
as of the date first above written
AMERICA WEST AIRLINES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman
