Exhibit B to the Merger Agreement
VOTING AGREEMENT
This Voting Agreement (this "Agreement") is made and entered into
as of
May 19, 2005, by and among US Airways
Group, Inc., a Delaware corporation,
("East"), and each of the parties
identified on Schedule A hereto (individually
a "Stockholder" and collectively the
"Stockholders").
WHEREAS, concurrently with the execution of this Agreement,
America
West Holdings Corporation, a Delaware
corporation ("West"), East and Barbell
Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of East
("Merger Sub"), have entered into an
Agreement and Plan of Merger (the "Merger
Agreement") that provides for the merger
(the "Merger") of Merger Sub with and
into West pursuant to the terms
thereof;
WHEREAS, as an essential condition and inducement to East to enter
into
the Merger Agreement and in consideration
therefor, the undersigned Stockholders
and East have agreed to enter into this
Agreement;
WHEREAS, as of the date hereof, the Stockholders are the record
holders
and beneficial owners of the shares of
Class A common stock, par value $0.01 per
share of West (the "Class A Shares") set
forth opposite their respective names
on Schedule A hereto and desire to enter
into this Agreement with respect to
such Class A Shares (for purposes of this
Agreement, "beneficial ownership"
shall have the meaning given to such term
in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the
"Exchange Act")); and
WHEREAS, East desires the Stockholders to agree, and the
Stockholders
are willing to agree, (i) not to transfer
or otherwise dispose of any of the
Class A Shares prior to the Expiration Date
(as defined in Section 1.1 below)
and (ii) to vote the Class A Shares so as
to facilitate consummation of the
Merger.
NOW, THEREFORE, in consideration of the foregoing and the
mutual
covenants and agreements contained herein
and in the Merger Agreement, and for
other good and valuable consideration, the
receipt and sufficiency of which are
hereby acknowledged, and intending to be
legally bound hereby, the parties
hereto hereby agree as follows:
ARTICLE I
Agreement to Retain and Vote Shares.
1.1 Transfer
and Encumbrance. The Stockholders agree not
to transfer (except as may be specifically
required by court order), sell,
exchange, pledge or otherwise dispose of or
encumber any of the Class A Shares
or to make any offer or agreement relating
thereto other than in connection with
the Merger, at any time prior to the
Expiration Date; provided, however, that
nothing herein shall prevent the
Stockholders from tendering their Class A
Shares into any tender or exchange offer or
otherwise selling their Class A
Shares to the bidder in any tender offer or
exchange offer, if a majority of the
outstanding Class B shares have been
validly tendered and not withdrawn into
such offer and all other conditions to such
offer (other than a condition
relating to the sale or tender of the Class
B Shares) have been satisfied or
waived As used herein, the term "Expiration
Date" shall mean the earlier to
occur of: (a) such date and time as the
Merger shall<PAGE>
become effective in accordance with the terms and provisions of the Merger
Agreement and (b) such date as the Merger
Agreement is
terminated
pursuant to
the terms and provisions thereof.
1.2 Agreement to
Vote Shares. From the date hereof until
the Expiration Date, at every meeting of
the stockholders of West called with
respect to the Merger Agreement and/or the
Merger, and at every adjournment or
postponement thereof, and on every action
or approval by written consent of the
stockholders of West with respect to the
Merger Agreement and/or the Merger, the
Stockholders shall vote the Class A Shares
(i) in favor of adoption and approval
of the Merger Agreement, the Merger and any
matter that could reasonably be
expected to facilitate the Merger if a
majority of the outstanding Class B
Shares are voted in favor thereof, and (ii)
against any amendment of West's
Certificate of Incorporation or Bylaws or
other proposal or transaction
involving West or any of its subsidiaries
which amendment or other proposal or
transaction would in any manner impede,
frustrate, prevent or nullify, or result
in a breach of any covenant, representation
or warranty or any other obligation
or agreement of West under or with respect
to, the Merger, the Merger Agreement
or any of the other transactions
contemplated by the Merger Agreement if a
majority of the outstanding Class B Shares
are voted against such amendment,
proposal or transaction. The Stockholders
agree not to take any actions contrary
to the Stockholders' obligations under this
Agreement.
1.3
Representations, Warranties and Covenants of the
Stockholders. The Stockholders hereby
represent, warrant and covenant to East as
follows:
(a) Ownership
of Class A Shares; Authority. The
Stockholders (i) are the record and
beneficial owners of the Class A Shares,
which at the date hereof and at all times
up until the Expiration Date will be
free and clear of any liens, claims,
options, charges or other encumbrances; and
(ii) have full power and authority to make,
enter into and carry out the terms
of this Agreement. In addition, in the case
of a Stockholder that is a
partnership, the general partners of such
Stockholder have full power and
authority to make, enter into and carry out
the terms of this Agreement.
(b) No
Conflicts or Consents. The execution and
delivery of this Agreement by the
Stockholders do not, and the performance by
the Stockholders of the Stockholders'
obligations under this Agreement will not:
(i) conflict with or violate any law, rule,
regulation, order, decree or
judgment applicable to the Stockholders or
by which their properties are bound
or affected; (ii) in the case of a
Stockholder that is a partnership, conflict
with or violate any partnership agreement
or other partnership document
applicable to the Stockholder or by which
its properties are bound or affected;
(iii) result in a violation of, or a
default under, or conflict with, any
contract, trust, commitment, agreement,
understanding, arrangement or
restriction of any kind to which either
Stockholder is a party or bound or to
which the Class A Shares are subject which
would materially impair the ability
of either Stockholder to perform hereunder;
or (iv) result in or constitute any
breach or defaul
