US Airways 2004 Annual Report Download - page 106

Table of Contents
All other information and schedules have been omitted as not applicable or because the required information is included in the financial statements or notes
thereto.
(c) Exhibits
Exhibit
Number Title
2.2 Agreement and Plan of Merger, dated as of December 19, 1996, by and among America West Holdings Corporation ("Holdings"), America
West Airlines, Inc. ("AWA") and AWA Merger, Inc., with an effective date and time as of midnight on December 31, 1996 – Incorporated by
reference to Exhibit 2.1 to Holdings' Registration Statement on Form 8-B dated January 13, 1997.
3.1 Restated Certificate of Incorporation of AWA (included in Exhibit 2.2 above).
3.2* Bylaws of AWA.
3.3 Certificate of Incorporation of Holdings – Filed with the Secretary of State of the State of Delaware on December 13, 1996 and incorporated
by reference to Exhibit 3.1 of Holdings' Registration Statement on Form 8-B dated January 13, 1997. Holdings' Certificate of Incorporation
was subsequently amended by a Certificate of Amendment, filed with the Delaware Secretary of State on May 24, 2004 and incorporated
herein by reference to Exhibit 3.1 to Holdings' and AWA's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File
No. 001-12649).
3.4* Bylaws of Holdings.
4.1 Indenture, dated as of July 30, 2003, between America West Airlines, Inc. and U.S. Bank National Association, as trustee and not in its
individual capacity, for America West Airlines, Inc. Senior Exchangeable Notes due 2023 – Incorporated by reference to Exhibit 4.1 to
Holdings' and AWA's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
4.2 Form of America West Airlines, Inc. Senior Exchangeable Note due 2023 – Incorporated by reference to Exhibit 4.2 to Holdings' and AWA's
Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.
4.3 Registration Rights Agreement, dated as of July 30, 2003, with respect to shares of Class B Common Stock underlying the America West
Airlines, Inc. Senior Exchangeable Notes due 2023 – Incorporated by reference to Exhibit 4.3 to Holdings' and AWA's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003.
4.4 Guarantee and Exchange Agreement, dated as of July 30, 2003, between America West Holdings Corporation and U.S. Bank, National
Association, as exchange agent and trustee and not in its individual capacity, for America West Airlines Inc. Senior Exchangeable Notes due
2023 – Incorporated by reference to Exhibit 4.4 to Holdings' and AWA's Quarterly Report on Form 10-Q for the quarter ended September 30,
2003.
4.5 Stock Option Agreement, dated as of December 31, 1996, between Holdings and AWA – Incorporated by reference to Exhibit 4.5 to
Holdings' Registration Statement on Form 8-B dated January 13, 1997.
4.6 Registration Rights Agreement dated as of August 25, 1994, among AWA, AmWest Partners, L.P. and other holders – Incorporated by
reference to Exhibit 4.6 to the AWA's Current Report on Form 8-K dated August 25, 1994 (File No. 000-12337).
4.7 Assumption of Certain Obligations Under Registration Rights Agreement executed by Holdings for the benefit of TPG Partners, L.P., TPG
Parallel I, L.P., Air Partners II, L.P., Continental Airlines, Inc., Mesa Airlines, Inc., Lehman Brothers, Inc., Belmont Capital Partners II, L.P.
and Belmont Fund, L.P. – Incorporated by reference to Exhibit 4.7 to Holdings' Registration Statement on Form 8-B dated January 13, 1997.
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