AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 19, 2005, among 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").
RECITALS
WHEREAS, the respective Boards of Directors of each of East, West and Merger Sub have, by resolutions duly adopted, declared that, the
merger of Merger Sub with and into West (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement and the other
transactions contemplated by this Agreement are advisable, and approved and adopted this Agreement;
WHEREAS, on September 12, 2004, East and certain of its Subsidiaries (each a "Debtor" and collectively, the "Debtors") filed a voluntary
petition (the "Cases") for reorganization pursuant to chapter 11 of title 11 of the United States Code, 11 U.S.C. Sections 101 et seq. (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division (the "Bankruptcy Court");
WHEREAS, the Debtors intend to seek the entry of an order of the Bankruptcy Court (the "Confirmation Order") to approve the restructuring
of the Debtors pursuant to a plan of reorganization (the "Plan"), including the approval of this Agreement, the investment in additional East
equity by certain new equity investors (the "Equity Investors") pursuant to financing commitments substantially in the form attached hereto as
Exhibit A (the "Financing Commitments") and the authorization of East to consummate the transactions contemplated hereby and thereby;
WHEREAS, it is intended that, for federal income tax purposes, the Merger shall qualify as a reorganization under the provisions of Section
368(a) of the Internal Revenue Code of 1986, as amended (the "Code");
WHEREAS, certain stockholders of West are concurrently herewith entering into a voting agreement in connection with the Merger in the form
attached hereto as Exhibit B (the "Voting Agreement"); and
WHEREAS, East, the other Debtors, West and Merger Sub desire to make certain representations, warranties, covenants and agreements in
connection with this Agreement.
NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the
parties hereto agree as follows:
ARTICLE I
The Merger; Closing; Effective Time
1.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General
Corporation Law (the "DGCL"), at the Effective Time (as defined in
Section 1.3) Merger Sub shall be merged with and into West and the separate corporate existence of Merger Sub shall thereupon cease. West
shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation"), and the separate corporate
existence of West, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Merger in accordance with
the DGCL.
