Sample Plan—Sale To
Third Party

This Chapter 11 plan is from the reorganization of America West Airlines. The bankruptcy was filed in 1991 and the reorganization was completed in 1994, when a new entity, AmWest Partners L.P. (formed by, among others, Continental Airlines and Mesa Airlines), agreed to purchase $115 million in common stock of the reorganized company and up to $130 million in new unsecured notes, thereby infusing the estate with new capital of up to $245 million for payments to creditors under the plan. AmWest acquired a 33.5 percent ownership interest and a 71.2 percent voting interest in the reorganized America West Airlines, with the remaining equity being issued to creditors in partial satisfaction of their claims. A small percentage of the new equity was given to current America West employees. Creditors were allowed to elect to receive cash in lieu of new common stock, and AmWest agreed to "purchase" the shares that would otherwise go to such electing creditors, further enhancing AmWest's ownership interest in the reorganized airline.

Executive Guide to Corporate Bankruptcy

United States Bankruptcy Court
For the District of Arizona

PLAN OF REORGANIZATION UNDER CHAPTER 11

OF THE UNITED STATES BANKRUPTCY CODE

Dated: Phoenix, Arizona

June 28, 1994

Sample Plan — Sale To Third Party

TABLE OF CONTENTS

Page

Article 1 Definitions 509

1.1. Administrative Claim 509

1.2. Allowed Claim and Allowed…Claim 510

1.3. AmWest 510

1.4. Assumed Agreement 510

1.5. Avoidance Litigation 510

1.6. AWA 510

1.7. AWA Common Stock 510

1.8. AWA Debenture Claims 510

1.9. AWA Debentures 510

1.10. AWA 11½% Convertible Subordinated Debentures 511

1.11. AWA 11½% Subordinated Indenture 511

1.12. AWA Preferred Stock 511

1.13. AWA 7½% Convertible Subordinated Debentures 511

1.14. AWA 7½% Subordinated Indenture 511

1.15. AWA 7¾% Convertible Subordinated Debentures 511

1.16. AWA 7¾% Subordinated Indenture 511

1.17. AWA Warrants, Options and Other Equity Interests 511

1.18. Ballot 511

1.19. Bankruptcy Code 511

1.20. Bankruptcy Court 512

1.21. Bankruptcy Rules 512

1.22. Bar Date 512

1.23. Business Day 512

1.24. Cash 512

1.25. Chapter 11 Case 512

1.26. Claim 512

1.27. Class A 512

1.28. Confirmation 512

1.29. Confirmation Date 512

1.30. Confirmation Hearing 512

1.31. Confirmation Order 512

1.32. Contingent Claim 513

1.33. Convenience Claims 513

1.34. Creditors' Committee 513

1.35. Debt Instrument 513

1.36. Debtor and Debtor in Possession 513

1.37. DIP Credit Agreement 513

1.38. DIP Lenders 513

1.39. DIP Loan Claims 513

1.40. Disclosure Statement 513

Executive Guide to Corporate Bankruptcy

1.41. Disputed Claim and Disputed . . . Claim 513

1.42. Disputed Equity Interest 514

1.43. Distribution Agent 514

1.44. Distribution Agent Charges 514

1.45. Distribution Date 514

1.46. Distribution Record Date 514

1.47. Effective Date 514

1.48. Electing Creditor Cash 514

1.49. Electing Creditor Stock 514

1.50. Electing Unsecured Creditors 514

1.51. Employee Stock Purchase Notes 515

1.52. Employee Stock Purchase Plan 515

1.53. Equity Committee 515

1.54. Equity Interest 515

1.55. Equity Interests Stock 515

1.56. Equity Interests Warrants 515

1.57. Equity Subscription Stock 515

1.58. ERISA 515

1.59. Escrow Agent 515

1.60. Fidelity 515

1.61. Final Distribution Date 515

1.62. Final Order 515

1.63. General Unsecured Claim 516

1.64. GPA 516

1.65. Indenture Trustee 516

1.66. Indentures 516

1.67. Interim Procedures Agreement 516

1.68. Investment Agreement 516

1.69. IRS: The Internal Revenue Service. 516

1.70. Lehman: Lehman Brothers, Inc. 516

1.71. Net Proceeds 516

1.72. NewAWA 516

1.73. NewAWA By-laws 516

1.74. NewAWA Charter 516

1.75. NewAWA Class A Common Stock 516

1.76. NewAWA Class B Common Stock 516

1.77. NewAWA Common Stock 517

1.78. NewAWA Securities 517

1.79. NewAWA Senior Unsecured Notes 517

1.80. NewAWA Warrants 517

1.81. Non-Electing Creditor Stock 517

1.82. Non-Electing Unsecured Creditors 517

1.83. Notice and a Hearing 517

1.84. Official Service List 517

1.85. Over-Subscription Stock 517

Sample Plan — Sale To Third Party

1.86. Person 517

1.87. Petition Date 517

1.88. Plan 517

1.89. Plan Discount Rate 517

1.90. Post-Petition Agreement Claim 518

1.91. Present Value 518

1.92. Preserved Ordinary Course Administrative Claim 518

1.93. Prime Rate 518

1.94. Priority Benefit Plan Contribution Claim 518

1.95. Priority Tax Claim 518

1.96. Priority Wage Claim 518

1.97. Professional Fees 518

1.98. Pro Rata Share 518

1.99. Purchasing Stockholder 518

1.100. Registration Rights Agreement 519

1.101. Rejected Agreement 519

1.102. Reserve 519

1.103. Reserve Amount 519

1.104. Reserve Order 519

1.105. Schedules 519

1.106. Secured Claim 519

1.107. Securities Action 519

1.108. Stock Rescission or Damage Claim 519

1.109. Stock Payment Escrow Account 519

1.110. Stockholders' Agreement 519

1.111. Subordinated Claim 520

1.112. Taxes 520

1.113. Unsecured Claim 520

1.114. Unsecured Deficiency Claim 520

1.115. Voting Deadline 520

1.116. Voting Record Date 520

1.117. Other Definitions 520

Article 2 Treatment of Unclassified Claims 520

2.1. Treatment of Post-Petition Agreement Claims 520

2.2. Treatment of Administrative Claims 521

2.3. Allowed Priority Tax Claims 522

Article 3 Designation of and Provisions for Treatment of Classes of Claims and Equity Interests 523

3.1. Class 1 — Allowed Priority Wage Claims 523

3.2. Class 2 — Allowed Priority Benefit Plan Contribution Claims
523

3.3. Class 3 — Allowed Secured Claims 523

3.4. Class 4 — Allowed Convenience Claims 527

Executive Guide to Corporate Bankruptcy

3.5. Class 5 — Allowed General Unsecured Claims 527

3.6. Class 6 — AWA Preferred and Common Stock 528

3.7. Class 7 — Certain Other Claims and AWA Warrants, Options
and Other Equity Interests 529

Article 4 Provisions of NewAWA Securities Issued Pursuant to the Plan
530

4.1. NewAWA Class A Common Stock 530

4.2. NewAWA Class B Common Stock 530

4.3. NewAWA Warrants 531

4.4. NewAWA Senior Unsecured Notes 532

Article 5 Executory Contracts and Unexpired Leases 532

5.1. Assumption of Certain Executory Contracts and Unexpired
Leases 532

5.2. Rejection of Certain Executory Contracts and Unexpired
Leases 534

5.3. Claims Based on Rejection of Executory Contracts or
Unexpired Leases 534

Article 6 Identification Of Classes Of Claims Not Impaired By The Plan
And The Class Of Claims And Equity Interests Deemed To
Have Rejected The Plan 534

6.1. Unimpaired Classes 534

6.2. Class Deemed to Have Rejected the Plan 534

6.3. Other Impaired Classes 534

Article 7 Acceptance or Rejection of the Plan; Effect of Rejection by
One or More Classes 534

7.1. Impaired Classes to Vote 534

7.2. Acceptance by Class of Holders of Claims or Equity Interests
535

7.3. Cramdown 535

Article 8 Means for Implementation of the Plan 535

8.1. Investment Agreement 535

8.2. Stockholders' and Registration Rights Agreements 536

8.3. Delivery of Alliance Agreements 536

8.4. GPA Settlement 536

8.5. Corporate Governance 536

8.6. Release of Certain Claims and Actions 536

8.7. Indemnification Obligations 537

8.8. Exemption from Certain Taxes 538

8.9. Directors and Officers 538

8.10. Revesting of Assets; No Further Supervision 538

8.11. Implementation 539

Sample Plan — Sale To Third Party

8.12. Cancellation of Securities 539

Article 9 Conditions Precedent to the Effective Date 539

9.1. Effectiveness of the Plan 539

Article 10 Provisions Covering Distributions and Payments 539

10.1. Making of Distributions and Payments 539

10.2. Distributions by the Distribution Agent 540

10.3. Service of Indenture Trustee 543

10.4. Reserves for Distributions for Disputed Claims and Disputed
Equity Interests 546

10.5. Fractional Interests; Odd Lots; De Minimis Distributions 547

10.6. Delivery of Distributions; Unclaimed Property 548

10.7. Method of Payment 548

10.8. Payment Dates 549

10.9. Compliance with Tax Requirements 549

Article 11 Procedures for Resolving Disputed Claims or Equity Interests
549

11.1. Filing of Objections to Claims or Equity Interests 549

11.2. Settlement of Objections to Claims or Equity Interests After
Effective Date 549

11.3. Payment or Distribution to Holders of Disputed Claims or
Equity Interests 550

11.4. Reserves for Disputed Claims and Disputed Equity Interests
550

Article 12 Miscellaneous Provisions 550

12.1. Modification of Payment Terms 550

12.2. Discharge of Debtor 550

12.3. Termination of Subordination Rights 551

12.4. Termination of the Creditors' and Equity Committees 551

12.5. Setoffs 552

12.6. Opt-Out 553

12.7. Section Headings 553

12.8. Severability 553

12.9. Computation of Time 553

12.10. Governing Law 553

Article 13 Provisions for Execution And Supervision of the Plan 553

13.1. Retention of Jurisdiction 553

13.2. Amendment of Plan 555

13.3. Post-Effective Date Notice 555

13.4. Revocation of Plan 555

Executive Guide to Corporate Bankruptcy

LIST OF EXHIBITS

Exhibit C _ GPA Term Sheet

LIST OF SCHEDULES _ [OMITTED]

Schedule 1 _ Section 1110 Stipulations

Schedule 2 _ Certain Final Orders Related to Settlements

Schedule 3 _ Certain Assumed Agreements

Sample Plan — Sale To Third Party

PLAN OF REORGANIZATION UNDER CHAPTER 11

OF THE UNITED STATES BANKRUPTCY CODE
AMERICA WEST AIRLINES, INC., the Debtor and Debtor in Possession in the above-captioned Chapter 11 Case, and AMWEST PARTNERS, L.P., as co-proponents hereof, hereby jointly propose the following Plan of Reorganization pursuant to Section 1121(a), Title 11, United States Code for the resolution of the Debtor's outstanding creditor claims and equity interests. Reference is made to the Debtor's Disclosure Statement, filed contemporaneously with the Plan of Reorganization, for a discussion of the Debtor's history, business, properties, results of operations and projections for future operations and for a summary and analysis of the Plan of Reorganization and certain related matters.

ALL HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTOR ARE ENCOURAGED TO READ THE PLAN OF REORGANIZATION AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

ARTICLE 1

DEFINITIONS

As used in the Plan, the following terms shall have the respective meanings specified below:

1.1 Administrative Claim: A Claim for any cost or expense of administration of the Chapter 11 Case allowed under Section 503(b), Section 507(b), Section 546(c)(2) or Section 1114(e)(2) of the Bankruptcy Code and entitled to priority under Section 507(a)(1) of the Bankruptcy Code, including, without limitation, fees payable pursuant to Section 1930 of Title 28 of the United States Code, but not including the Post-Petition Agreement Claims. To the extent that a Claim is allowed as an administrative claim pursuant to Section 365(d)(3) of the Bankruptcy Code, such Claim shall also be deemed an Administrative Claim under this Section.

1.2 Allowed Claim and Allowed…Claim: Any Claim against the Debtor (i) proof of which, request for payment of which or application for allowance of which was filed or deemed to be filed on or before the Bar Date for filing proofs of claim or requests for payment for Claims of such type against the Debtor, (ii) if no proof of claim is filed, which has been or hereafter is listed by the Debtor in the Schedules as liquidated in amount and not disputed or contingent, or (iii) a Claim that is allowed in any contract, instrument, indenture or other agreement entered into in connection with the Plan and, in any case, a Claim as to which no objection to the allowance thereof has been interposed within the applicable period of limitation fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules or the

Executive Guide to Corporate Bankruptcy

Bankruptcy Court. A Disputed Claim shall be an Allowed Claim if, and only to the extent that, such Disputed Claim has been Allowed by a Final Order or otherwise pursuant to Section 11.2. The term "Allowed," when used to modify a reference in the Plan to any Claim or class of Claims, shall mean a Claim (or any Claim in any such class) that is so Allowed, e.g., an Allowed Secured Claim is a Claim that has been Allowed to the extent of the value, as determined by the Bankruptcy Court pursuant to Section 506(a) of the Bankruptcy Code, of any interest in property of the estate of the Debtor securing such Claim. Unless otherwise specified in the Plan, the Confirmation Order or in the Final Order of the Bankruptcy Court allowing such Claim, "Allowed Claim" shall not include interest on the amount of such Claim from and after the Petition Date.

1.3 AmWest: AmWest Partners, L.P., a Texas limited partnership, and, as the context requires, parties purchasing NewAWA Securities as part of the AmWest investment in NewAWA, even though such parties may or may not actually be partners or investors in AmWest itself.

1.4 Assumed Agreement: Each executory contract and unexpired lease of the Debtor which (i) has been assumed during the Chapter 11 Case prior to the Confirmation Date pursuant to Section 365 of the Bankruptcy Code, (ii) is the subject of a motion to assume pending on the Confirmation Date, or (iii) is listed on Schedule 3 hereto in accordance with Section 5.1.1, either without amendment, or with such amendments thereto as shall be agreed upon between the Debtor and the other parties thereto.

1.5 Avoidance Litigation: The Debtor's interest in any and all claims, rights and causes of action which have been or may be commenced by or on behalf of the Debtor to avoid and recover any transfers of property determined to be preferential, fraudulent or otherwise avoidable pursuant to Sections 544, 545, 547, 548, 549, 553(b) or 550 of the Bankruptcy Code.

1.6 AWA: America West Airlines, Inc., a Delaware corporation, as the Debtor and Debtor in Possession in the Chapter 11 Case, or, as the context may require, NewAWA.

1.7 AWA Common Stock: The duly authorized and validly issued shares of common stock of AWA, $.25 par value, which are outstanding immediately prior to the Effective Date.

1.8 AWA Debenture Claims: All Claims of the holders of AWA Debentures and the Indenture Trustee as of the Distribution Record Date for (i) payment, pursuant to the Indentures, of principal in the face amount of the AWA Debentures, plus interest accrued as of the Petition Date or (ii) the fees, costs and expenses of the Indenture Trustee pursuant to the Indentures, but excluding any Claims for damages in excess of the face amount of the AWA Debentures arising from the purchase or sale of such AWA Debentures, and excluding any Claims for equitable relief.

Sample Plan — Sale To Third Party

1.9 AWA Debentures: Collectively, the AWA 11½% Convertible Subordinated Debentures, the AWA 7¾% Convertible Subordinated Debentures, and the AWA 7½% Convertible Subordinated Debentures.

1.10 AWA 11½% Convertible Subordinated Debentures: The 11½% Convertible Subordinated Debentures due 2009, issued by AWA pursuant to the AWA 11½% Subordinated Indenture and outstanding immediately prior to the Effective Date.

1.11 AWA 11½% Subordinated Indenture: The Indenture of Trust dated December 15, 1986 between AWA and First Interstate Bank of Arizona, N.A.

1.12 AWA Preferred Stock: The duly authorized and validly issued shares of Series C 9¾% Convertible Preferred Stock of AWA, $.25 par value, outstanding immediately prior to the Effective Date.

1.13 AWA 7½% Convertible Subordinated Debentures: The 7½% Convertible Subordinated Debentures due 2011, issued by AWA pursuant to the AWA 7½% Subordinated Indenture and outstanding immediately prior to the Effective Date.

1.14 AWA 7½% Subordinated Indenture: The Indenture of Trust dated March 15, 1986 between AWA and First Interstate Bank of Arizona, N.A.

1.15 AWA 7¾% Convertible Subordinated Debentures: The 7¾% Convertible Subordinated Debentures due 2010, issued by AWA pursuant to the AWA 7¾% Subordinated Indenture and outstanding immediately prior to the Effective Date.

1.16 AWA 7¾% Subordinated Indenture: The Indenture of Trust dated August 1, 1985 between AWA and First Interstate Bank of Arizona, N.A.

1.17 AWA Warrants, Options and Other Equity Interests: All Equity Interest in AWA outstanding immediately prior to the Effective Date, except for the AWA Common Stock and the AWA Preferred Stock, but including without limitation all rights, options or warrants, authorized, adopted or distributed to holders of Equity Interests of officers, directors or employees of AWA, whether under one or more contracts or plans, to sell, purchase, grant or otherwise transfer any issued and outstanding or authorized but unissued Equity Interests of AWA under any and all applicable terms and conditions.

1.18 Ballot: The form for (i) acceptance or rejection of the Plan distributed to those holders of Claims or Equity Interests entitled to vote on the Plan and (ii) the election of (a) the option to purchase Equity Subscription Stock and Over-Subscription Stock and (b) the option to become an Electing Unsecured Creditor, as such form may be approved by the Bankruptcy Court and which shall otherwise comply with the requirements of the Bankruptcy Rule 3018(c).

Executive Guide to Corporate Bankruptcy

1.19 Bankruptcy Code: The Bankruptcy Reform Act of 1978, Title 11, United States Code, as applicable to the Chapter 11 Case, as now in effect or hereafter amended.

1.20 Bankruptcy Court: The unit of the United States District Court for the District of Arizona having jurisdiction over the Chapter 11 Case.

1.21 Bankruptcy Rules: Collectively, the Federal Rules of Bankruptcy Procedure and the local rules of the Bankruptcy Court, as applicable to the Chapter 11 Case, as now in effect or hereinafter amended.

1.22 Bar Date: In the case of Claims other than Administrative Claims, February 28, 1992, and in the case of Administrative Claims (other than Preserved Ordinary Course Administrative Claims and Professional Fees), July 1, 1994.

1.23 Business Day: Any day other than a Saturday, Sunday or other day on which commercial banks in New York or Arizona are authorized or required by law to close.

1.24 Cash: Currency, checks and wire transfers of immediately available funds.

1.25 Chapter 11 Case: The case under Chapter 11 of the Bankruptcy Code in which AWA is the Debtor pending in the Bankruptcy Court with Case No. 91-07505-PHX-RGM, including all adversary proceedings pending in connection therewith.

1.26 Claim: Any right to payment from the Debtor, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured arising at any time before the Effective Date or relating to any event that occurred before the Effective Date; or any right to an equitable remedy for breach of performance if such breach gives rise to a right of payment from the Debtor, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. Any alleged right to payment which is listed by the Debtor on the Schedules is disputed, unliquidated or contingent will not be a Claim hereunder if the holder thereof has not filed a timely proof of claim with regard thereto.

1.27 Class A: A category of holders of Claims or Equity Interest as classified in the Plan.

1.28 Confirmation: The entry by the Bankruptcy Court of the Confirmation Order.

1.29 Confirmation Date: The date upon which the Bankruptcy Court enters the Confirmation Order.

1.30 Confirmation Hearing: The duly noticed hearing held by the Bankruptcy Court on Confirmation of the Plan pursuant to Section 1128 of the

Sample Plan — Sale To Third Party

Bankruptcy Code. The Confirmation Hearing may be adjourned by the Bankruptcy Court from time to time without further notice other than the announcement of the adjourned date at the Confirmation Hearing.

1.31 Confirmation Order: An order of the Bankruptcy Court, in form and substance satisfactory to the Debtor and AmWest, confirming the Plan.

1.32 Contingent Claim: A Claim which is either contingent or unliquidated on or immediately before the Confirmation Date.

1.33 Convenience Claims: All Allowed General Unsecured Claims which are in an amount of five hundred dollars ($500) or less.

1.34 Creditors' Committee: The Official Committee of Unsecured Creditors appointed by the United States Trustee in the Chapter 11 Case pursuant to Section 1102(a)(1) of the Bankruptcy Code.

1.35 Debt Instrument: A debenture, promissory note or other transferable instrument evidencing a payment obligation.

1.36 Debtor and Debtor in Possession: AWA, as a debtor in possession in the Chapter 11 Case pursuant to Sections 1107 and 1108 of the Bankruptcy Code.

1.37 DIP Credit Agreement: The Third Amended and Restated Credit Agreement dated as of September 30, 1993, between AWA and the DIP Lenders, as approved by Final Order of the Bankruptcy Court dated September 29, 1993, together with all integrally related documents, schedules and exhibits, as such agreement and such integrally related documents, schedules and exhibits may be amended or amended and restated from time to time.

1.38 DIP Lenders: BT Commercial Corp., as Administrative Agent, GPA Leasing USA I, Inc., GPA Leasing USA Sub I, Inc., Kawasaki Leasing International, Inc., B&B Holdings, Inc. d/b/a Phoenix Cardinals, Bank of America Arizona, Bank One Arizona, N.A., Commerce and Economic Development Division, The Dial Corp., DMB Holding Limited Partnership, El Dorado Investment Company, First Interstate Bank of Arizona, N.A., Phelps Dodge Corporation, Phoenix Newspapers, Inc., and Phoenix Suns, Ltd. Partnership and each substitute or additional lender under any permitted assignment, amendment or amendment and restatement of the DIP Credit Agreement.

1.39 DIP Loan Claims: Any and all Claims, whether a Secured Claim or an Unsecured Claim, of the DIP Lenders, arising under the DIP Credit Agreement.

1.40 Disclosure Statement : The Disclosure Statement dated as of June 28, 1994, including exhibits and any supplements, amendments or modifications thereto, prepared pursuant to Sections 1125(a) and 1126(b) of the Bankruptcy Code, and Bankruptcy Rule 3018(b), as approved by the Bank

Executive Guide to Corporate Bankruptcy

ruptcy Court.

1.41 Disputed Claim and Disputed . . . Claim: A Claim which is (i) the subject of a timely objection interposed by the Debtor, NewAWA or any party in interest (including the Creditors' Committee and the Equity Committee) in the Chapter 11 Case, if at such time such objection remains unresolved, (ii) a Claim that is listed by the Debtor as disputed, unliquidated or contingent in the Schedules or (iii) if no objection has been timely filed, a Claim which has been asserted in a timely filed proof of claim in an amount greater than or in a class different than that listed by the Debtor in the Schedules as liquidated in amount and not disputed or contingent; provided, however, that the Bankruptcy Court may estimate a Disputed Claim for purposes of allowance pursuant to Section 502(c) of the Bankruptcy Code. The term "Disputed," when used to modify a reference in the Plan to any Claim or class of Claims, shall mean a Claim (or any Claim in such class) that is a Disputed Claim as defined herein. In the event there is a dispute as to classification or priority of a Claim, it shall be considered a Disputed Claim in its entirety. Until such time as a Contingent Claim becomes fixed and absolute, such Claim shall be treated as a Disputed Claim and not an Allowed Claim for purposes related to allocations and distributions under the Plan.

1.42 Disputed Equity Interest: An Equity Interest which is the subject of a timely objection interposed by the Debtor, NewAWA or any party in interest (including the Equity Committee) in the Chapter 11 Case, if at such time such objection remains unresolved.

1.43 Distribution Agent: NewAWA or such disbursing agent(s) as NewAWA shall from time to time employ at its expense for the purpose of making distributions under the Plan.

1.44 Distribution Agent Charges: Any Taxes imposed upon or with respect to (i) the Distribution Agent in its capacity as such, or (ii) the assets held by the Distribution Agent in its capacity as such or any income realized thereon.

1.45 Distribution Date: With respect to any Allowed Claim or Equity Interest, each date on which a payment is made with respect to such Allowed Claim or Equity Interest.

1.46 Distribution Record Date: For the purposes under Bankruptcy Rules 3001 and 3021 for any distribution under the Plan to the holders of Claims or Equity Interests and for the determination of which Claims or Equity Interests may be disallowed, the Effective Date.

1.47 Effective Date: The last to occur of (i) the first Business Day that is at least eleven (11) days after the Confirmation Date and on which no stay of the Confirmation Order is in effect, and (ii) the Business Day on which all of the conditions set forth in Section 9.1 shall have been satis

Sample Plan — Sale To Third Party

fied.

1.48 Electing Creditor Cash: The Cash to be received by Electing Unsecured Creditors in accordance with Section 3.5.

1.49 Electing Creditor Stock: The NewAWA Class B Common Stock to be distributed under certain circumstances to Electing Unsecured Creditors pursuant to Section 3.5.

1.50 Electing Unsecured Creditors: Holders of General Unsecured Claims who elect to receive Electing Creditor Cash instead of NewAWA Class B Common Stock in accordance with Section 3.5.

1.51 Employee Stock Purchase Notes: Any and all Debt Instruments executed and delivered by any current or former director, officer or employee of AWA under the Employee Stock Purchase Plan.

1.52 Employee Stock Purchase Plan: Any and all of the Debtor's stock purchase plan(s) whereby directors, officers or employees of AWA were authorized (whether on a mandatory or optional basis) to acquire or finance the purchase of AWA Common Stock on certain terms and conditions and subject to certain repayment obligations.

1.53 Equity Committee: The Official Committee of Equity Security Holders of AWA appointed in the Chapter 11 Case pursuant to Section 1102 (a)(2) of the Bankruptcy Code.

1.54 Equity Interest: Any interest in the Debtor represented by any class or series of common or preferred stock issued by the Debtor and any warrants, options or rights to purchase any such common or preferred stock. Equity Interests include, without limitation, all AWA Common Stock, AWA Preferred Stock and AWA Warrants, Options and Other Equity Interests.

1.55 Equity Interests Stock: The 2,250,000 shares of NewAWA Class B Common Stock to be issued to holders of AWA Common Stock as provided in Section 3.6.2.

1.56 Equity Interests Warrants: The NewAWA Warrants to purchase 6,230,769 shares of NewAWA Class B Common Stock to be issued to holders of AWA Common Stock as provided in Section 3.6.2.

1.57 Equity Subscription Stock: The up to 1,615,179 shares of NewAWA Class B Common Stock of which each holder of AWA Common Stock is entitled to purchase up to its Pro Rata Share as provided in Section 3.6.2.

1.58 ERISA: The Employee Retirement Income Security Act of 1974, as amended.

1.59 Escrow Agent: The bank, trust company or other organization independent of NewAWA, selected by AWA or NewAWA and retained pursuant to an agreement approved by order of the Bankruptcy Court, desig

Executive Guide to Corporate Bankruptcy

nated to act as escrow agent with respect to the Reserves as provided in Section 10.4, which entity may be the Distribution Agent, if the Distribution Agent is not affiliated with NewAWA.

1.60 Fidelity: Fidelity Management Trust Company, its affiliates and funds and accounts managed by it and its affiliates.

1.61 Final Distribution Date: The Distribution Date for a Class after which the Reserve Amount for such Class will be zero.

1.62 Final Order: An order or judgment which has not been reversed, stayed, modified or amended and is no longer subject to appeal, certiorari proceeding or other proceeding for review or rehearing, and as to which no appeal, certiorari proceeding, or other proceeding for review or rehearing shall then be pending.

1.63 General Unsecured Claim: Any Unsecured Claim other than a Post-Petition Agreement Claim, an Administrative Claim, a Priority Wage Claim, a Priority Benefit Plan Contribution Claim, a Priority Tax Claim, a Convenience Claim or a Claim treated in accordance with Section 3.7 of the Plan.

1.64 GPA: GPA Group plc and affiliates thereof.

1.65 Indenture Trustee: Texas Commerce Bank, National Association (f/k/a Ameritrust Company of New York), as Successor Trustee to First Interstate Bank of Arizona, N.A., or any successor under the Indentures.

1.66 Indentures: Collectively, the AWA 11½% Subordinated Indenture, the AWA 7½% Subordinated Indenture and the AWA 7¾% Subordinated Indenture.

1.67 Interim Procedures Agreement. The Third Revised Interim Procedures Agreement dated April 21, 1994 between AWA and AmWest, as amended from time to time.

1.68 Investment Agreement: The Third Revised Investment Agreement, dated April 21, 1994, as amended from time to time, between AWA and AmWest, in the form of Exhibit A hereto, which is incorporated herein by reference.

1.69 IRS: The Internal Revenue Service.

1.70 Lehman: Lehman Brothers, Inc.

1.71 Net Proceeds: The gross proceeds received from the sale, lease, disposition, liquidation and collection of assets, less amounts actually incurred for (i) necessary and reasonable costs and expenses in connection with such sale, lease, disposition, liquidation or collection, including, but not limited to, attorneys' fees related thereto, and (ii) all liabilities, charges, Taxes, offsets and encumbrances required to be discharged with respect to such assets and in connection with the sale, lease, disposition, liquidation and collection thereof.

Sample Plan — Sale To Third Party

1.72 NewAWA: AWA on and after the Effective Date.

1.73 NewAWA By-laws: The Restated By-laws of NewAWA.

1.74 NewAWA Charter: The Restated Certificate of Incorporation of NewAWA.

1.75 NewAWA Class A Common Stock: The Class A Common Stock, par value $.01 per share, of NewAWA which NewAWA shall be authorized to issue on and after the Effective Date.

1.76 NewAWA Class B Common Stock: The Class B Common Stock, par value $.01 per share, of NewAWA which NewAWA shall be authorized to issue on and after the Effective Date.

1.77 NewAWA Common Stock: Collectively, the NewAWA Class A Common Stock and the NewAWA Class B Common Stock.

1.78 NewAWA Securities: Collectively, the NewAWA Common Stock, NewAWA Warrants and NewAWA Senior Unsecured Notes.

1.79 NewAWA Senior Unsecured Notes: The Senior Unsecured Notes which NewAWA shall be authorized to issue on or after the Effective Date.

1.80 NewAWA Warrants: The warrants to purchase shares of NewAWA Class B Common Stock which NewAWA shall be authorized to issue on or after the Effective Date.

1.81 Non-Electing Creditor Stock: The NewAWA Class B Common Stock to be distributed to NonElecting Unsecured Creditors in accordance with Section 3.5.2.

1.82 Non-Electing Unsecured Creditors: Holders of General Unsecured Claims that do not elect to be Electing Unsecured Creditors in accordance with Section 3.5.

1.83 Notice and a Hearing: This phrase shall have the same meaning as provided for in Section 102(1) of the Bankruptcy Code.

1.84 Official Service List: The then-current Official Service List in the Chapter 11 Case, as required by the Bankruptcy Court's "Order Establishing Notice Requirements With Respect to All Matters Herein" entered on June 28, 1991, and "Order Modifying Noticing Procedures and Requirements" entered on October 21, 1991.

1.85 Over-Subscription Stock: The shares of NewAWA Class B Common Stock which were available for purchase as Equity Subscription Stock and which were not so purchased. Over-Subscription Stock shall be available for sale to holders of AWA Preferred Stock in accordance with Section 3.6.1 and, if there are more than 250,000 such shares or if holders of AWA Preferred Stock subscribe for fewer shares than they are entitled to subscribe for, to Purchasing Stockholders in accordance with Section 3.6.2.

1.86 Person: An individual, a corporation, a limited liability company,

Executive Guide to Corporate Bankruptcy

a partnership, an association, a joint stock company, a joint venture, an estate, a trust, an unincorporated organization or a government, governmental unit or any subdivision thereof or any other entity.

1.87 Petition Date: June 27, 1991, the date on which the Debtor filed a voluntary petition commencing the Chapter 11 Case.

1.88 Plan: This Plan of Reorganization, either in its present form or as it may be amended, supplemented or modified from time to time, including all exhibits and schedules annexed hereto or referenced.

1.89 Plan Discount Rate: The rate of interest equal to eight percent (8%) per annum.

1.90 Post-Petition Agreement Claim: Any Claim against the Debtor of the type listed in Section 2.1 but not including an Administrative Claim arising as a result of the assumption of an executory contract or lease listed on Schedule 3 hereto.

1.91 Present Value: As the context requires, the present value as of the Effective Date of a stream of Cash payments computed using the Plan Discount Rate.

1.92 Preserved Ordinary Course Administrative Claim: Administrative Claims that are based on liabilities incurred in (a) AWA's purchase, lease or use of goods and services in the ordinary course of its business or (b) AWA's sale or provision of air transportation services (including the sale of tickets to passengers) in the ordinary course of its business, including Administrative Claims due on account of services provided to AWA after the Petition Date by its employees.

1.93 Prime Rate: The rate of interest which under current practice is listed as such under the heading "Money Rates" in the Eastern Edition of The Wall Street Journal and if a range of rates is listed, the lowest such rate. In the event that such a listing is not available, the Prime Rate shall be such other measure of the prime rate generally in effect as is reasonably selected by NewAWA. For purposes of the Plan and any notes or other instruments delivered pursuant hereto, the Prime Rate shall be deemed to adjust on and only on the last Business Day of each December, March, June and September to the Prime Rate then in effect.

1.94 Priority Benefit Plan Contribution Claim: Any Claim entitled to priority in payment under Section 507 (a)(4) of the Bankruptcy Code.

1.95 Priority Tax Claim: Any Claim entitled to priority in payment under Section 507 (a)(7) of the Bankruptcy Code.

1.96 Priority Wage Claim: Any Claim entitled to priority in payment under Section 507 (a)(3) of the Bankruptcy Code.

1.97 Professional Fees: The Administrative Claims for compensation and reimbursement submitted pursuant to Section 330, Section 331 or Sec

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tion 503(b) of the Bankruptcy Code by Persons (i) employed pursuant to an order of the Bankruptcy Court under Section 327 or Section 1103 of the Bankruptcy Code or (ii) for whom compensation and reimbursement has been allowed by the Bankruptcy Court pursuant to Section 503(b) of the Bankruptcy Code.

1.98 Pro Rata Share: The ratio of an Allowed Claim or Equity Interest in a particular Class to the aggregate amount of all Allowed Claims or Equity Interests in that Class.

1.99 Purchasing Stockholder: A holder of AWA Common Stock who elects to purchase Equity Subscription Stock or Over-Subscription Stock as provided in Section 3.6.2.

1.100 Registration Rights Agreement: The Registration Rights Agreement to be entered into by and among NewAWA, AmWest and certain other parties pertaining to certain NewAWA Securities to be purchased or otherwise issued pursuant to the Investment Agreement or the Plan.

1.101 Rejected Agreement: Each executory contract or unexpired lease of Debtor that is rejected pursuant to Section 5.2.

1.102 Reserve: As to any Class, the amount held at any particular time by the Escrow Agent, as provided in Section 10.4, including the Reserve Amounts at such time, and any interest, dividends or other income earned upon investment of the Reserve Amount.

1.103 Reserve Amount: The NewAWA Securities and/or Cash reserved as of a particular date for the Disputed Claims or Disputed Equity Interests of a particular Class pursuant to Section 10.4.

1.104 Reserve Order: Any Final Order of the Bankruptcy Court establishing the Reserve Amount for any Reserve, as established in Section 10.4.

1.105 Schedules: The schedules of assets and liabilities and any amendments thereto filed by the Debtor with the Bankruptcy Court in accordance with Section 521(1) of the Bankruptcy Code.

1.106 Secured Claim: A Claim to the extent of the value of any interest in property of the Debtor's estate securing such Claim or to the extent of the amount of such Claim subject to setoff in accordance with Section 553 of the Bankruptcy Code, in either case as determined pursuant to Section 506(a) of the Bankruptcy Code. To the extent that the value of such interest or setoff is less than the amount of the Claim which has the benefit of such security or is subject to such setoff, such Claim is an Unsecured Deficiency Claim unless, in the case of a Claim secured by a lien on property of the Debtor's estate, the Class of which such Claim is a part makes a valid election under Section 1111 (b) of the Bankruptcy Code no later than the Voting Deadline to have such Claim treated as a Secured Claim to the extent allowed.

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1.107 Securities Action: The presently uncertified class action lawsuit pending in the Superior Court of the State of Arizona for the County of Maricopa styled Clark v. Beauvais, Case No. CV 92-07197.

1.108 Stock Rescission or Damage Claim: Any Claim pursuant to Section 510 (b) of the Bankruptcy Code (i) for rescission of the purchase or sale of AWA Common Stock, (ii) for damages arising from the purchase or sale of AWA Common Stock, or (iii) for reimbursement, contribution or indemnification on account of such rescission or damage claim.

1.109 Stock Payment Escrow Account: The escrow account to be established in accordance with Section 10.2.2 to receive payment for Equity Subscription Stock and Over-Subscription Stock.

1.110 Stockholders' Agreement: The Stockholders' Agreement for America West Airlines, Inc., to be dated as of the Effective Date, substantially in the form of Exhibit B hereto, which is incorporated herein by reference.

1.111 Subordinated Claim: Any Claim or Equity Interest subordinated, for purposes of distribution, pursuant to Section 510(c) of the Bankruptcy Code.

1.112 Taxes: All income, franchise, excise, sales, use, employment, withholding, property, payroll or other taxes, assessments, or governmental charges, together with any interest, penalties, additions to tax, fines, and similar amounts relating thereto, imposed or collected by any federal, state, local or foreign governmental authority.

1.113 Unsecured Claim: A Claim not secured by a charge against or interest in property in which the Debtor's estate has an interest, including any Unsecured Deficiency Claim.

1.114 Unsecured Deficiency Claim: A Claim by a holder of a Secured Claim arising out of the same transaction as a Secured Claim to the extent that the value of such holder's interest in property of the Debtor's estate securing such Claim or subject to setoff is less than the amount of the Claim which has the benefit of such security or setoff, as provided by Section 506 (a) of the Bankruptcy Code.

1.115 Voting Deadline: The deadline for filing Ballots, as fixed by the Bankruptcy Court in the order approving the Disclosure Statement or otherwise.

1.116 Voting Record Date: June 8, 1994.

1.117 Other Definitions: Unless the context otherwise requires, any capitalized term used and not defined herein or elsewhere in the Plan but that is defined in the Bankruptcy Code or Bankruptcy Rules shall have the meaning set forth therein. Wherever from the context it appears appropriate, each term stated in either of the singular or the plural shall include the

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singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. The words "herein," "hereof," "hereto," "hereunder," and others of similar inference refer to the Plan as a whole and not to any particular Article, Section, subsection, or clause contained in the Plan.

ARTICLE 2

Treatment of Unclassified Claims

The Claims against the Debtor covered in this Article 2 are not designated as Classes pursuant to Section 1123 (a)(1) of the Bankruptcy Code. The holders of such Claims are not entitled to vote on the Plan.

2.1 Treatment of Post-Petition Agreement Claims. This Section 2.1 contains provisions dealing with the Post-Petition Agreement Claims.

2.1.1 DIP Credit Agreement. The DIP Loan Claims will be paid in full, in Cash, by AWA on the Effective Date or such later date as may be agreed by AWA and the DIP Lenders, or shall be paid in such other manner as may be agreed to by AWA and the DIP Lenders.

2.1.2 Kawasaki Priority Facility. Any and all Claims arising from that certain Loan Restructuring Agreement, dated as of December 1, 1991, between AWA and Kawasaki Leasing International, Inc., as amended and supplemented from time to time, and as approved by Final Order of the Bankruptcy Court dated December 12, 1991, will be treated exclusively in accordance with the terms and conditions of such agreement or as otherwise agreed by the holder of such Claims and the Debtor or NewAWA.

2.1.3 Section 1110 Stipulations. Any and all Claims arising from the stipulations entered into pursuant to Section 1110 of the Bankruptcy Code between AWA and other parties during the Chapter 11 Case including, without limitation, the stipulations listed on Schedule 1 hereto, and as approved by Final Order of the Bankruptcy Court, shall in each case be treated exclusively in accordance with the terms and conditions of such stipulations and Final Orders, and such terms and conditions shall be binding upon NewAWA.

2.1.4 Settlement Stipulations and Other Post-Petition Orders. Any and all Claims arising from obligations of AWA which were or are the subject of settlement or other agreements entered into between AWA and other parties, whether prior to or after the Effective Date, which settlement or other agreements were or are approved by Final Order of the Bankruptcy Court, including, without limitation, those Final Orders listed on Schedule 2 hereto, shall be treated exclusively in accordance with the terms and conditions of such settlement and other agreements and Final Orders.

2.2 Treatment of Administrative Claims.

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2.2.1. This Section 2.2 contains provisions dealing with the treatment of Administrative Claims. Such treatment is consistent with the requirements of Section 1129 (a)(9)(A) of the Bankruptcy Code.

2.2.2. Each Allowed Administrative Claim, other than Preserved Ordinary Course Administrative Claims, shall be paid in full in Cash (or otherwise satisfied in accordance with its terms) by NewAWA at such time or times as provided in Section 10.1 or as otherwise agreed by the holder of such Allowed Administrative Claim and the Debtor or NewAWA. Each Preserved Ordinary Course Administrative Claim shall be paid by NewAWA pursuant to the terms and conditions under which such Claim arose, without further action by the holder of such Claim.

2.2.3. All requests for payment of Administrative Claims, except for Professional Fees and Preserved Ordinary Course Administrative Claims, must be filed by the Bar Date or the holders thereof shall be forever barred from asserting such Administrative Claims against the Debtor. All final applications for allowance and disbursement of Professional Fees must be filed not later than sixty (60) days after the Effective Date. All such applications must be in compliance with all of the terms and provisions of any applicable order of the Bankruptcy Court, including the Confirmation Order, and all orders governing payment of Professional Fees. AWA will request the Bankruptcy Court to set the hearing on final allowance of Professional Fees in the Confirmation Order. Such applications may be later amended to include any fees and costs incurred after the Confirmation Date but prior to the Effective Date, or hearing date, as the case may be.

2.3 Allowed Priority Tax Claims. Each Allowed Priority Tax Claim, if any, will be paid in full in Cash by NewAWA at such time or times as provided in Section 10.1 hereof; provided, however, that NewAWA may elect to pay such Claims, in any such case, through deferred Cash payments over a period not exceeding six (6) years after the date of assessment of such Claim, of a value as of the Effective Date equal to the Allowed amount of such Claim, in each case unless otherwise agreed between NewAWA and the holder of such Allowed Priority Tax Claim. Such payments shall be made in equal annual installments of principal, plus simple interest accruing from the Effective Date at 6% per annum on the unpaid portion of Allowed Priority Tax Claim or such other rate as the Bankruptcy Court may approve. The first such payment shall be payable on the latest of: (i) the Effective Date; (ii) 60 days after the date on which an order allowing such Claim becomes a Final Order; and (iii) such other time as is agreed upon by the holder of such Claim and AWA or NewAWA; provided, however, that NewAWA shall have the right to prepay any such Allowed Priority Tax Claim, or any remaining balance of such Claim, in full or in part, at any time on or after the Effective Date, without premium or penalty. The foregoing treatment of Allowed Priority Tax Claims is

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consistent with the requirements of Section 1129 (a)(9)(C) of the Bankruptcy Code.

ARTICLE 3

Designation of and Provisions
for Treatment of Classes of
Claims and Equity Interests
All Claims and Equity Interests, except Post-Petition Agreement Claims, Administrative Claims and Priority Tax Claims are placed in the Classes described below. A Claim or Equity Interest is classified in a particular Class only to the extent that the Claim or Equity Interest qualifies within the description of that Class and is classified in other Classes only to the extent that any remainder of the Claim or Equity Interest qualifies within the description of such other Classes. A Claim is also classified in a particular Class only to the extent that such Claim is an Allowed Claim in that Class and has not been paid, released or otherwise satisfied prior to the Effective Date.

3.1 Class 1 — Allowed Priority Wage Claims. Each Allowed Priority Wage Claim shall be paid in full in Cash by NewAWA at such time or times as provided in Section 10.1 hereof. Class 1 is unimpaired under the Plan.

3.2 Class 2 — Allowed Priority Benefit Plan Contribution Claims. All Allowed Priority Benefit Plan Contribution Claims shall be paid in full in Cash by NewAWA at such time or times as provided in Section 10.1 hereof. Class 2 is unimpaired under the Plan.

3.3 Class 3 — Allowed Secured Claims

3.3.1 Class 3.1 — U.S. Leasing (Ford) Ramp Equipment Loan. This Class consists of any Secured Claims arising from that certain Promissory Note dated December 13, 1988, between AWA and Ford Equipment Leasing Co., as amended and supplemented from time to time and as in effect as of the Petition Date. The principal collateral securing this Claim consists of certain group transport support equipment and jetway equipment. On the Effective Date, the holder of the Allowed Class 3.1 Claim will receive a promissory note in the amount of such Allowed Claim, bearing interest at the Prime Rate plus 100 basis points per annum payable over a term of five years in level monthly principal installments, plus interest. The holder of such Claim will retain all of the liens securing such Claim as such liens may exist as of the Effective Date to the extent of the amount of the Note. Class 3.1 is impaired under the Plan.

3.3.2 Class 3.2 — Bank of America Revolver. This Class consists of any Secured Claims arising from that certain Revolving Loan Agreement dated April 17, 1990, among AWA, Bank of America National

Executive Guide to Corporate Bankruptcy

Trust & Savings Association, as Agent and for itself, First Interstate Bank of Arizona, the Industrial Bank of Japan Limited, Los Angeles Agency, The Valley National Bank of Arizona and First Hawaiian Bank, as amended and supplemented from time to time and as in effect as of the Petition Date. The principal collateral securing this Claim consists of Boeing 747 and 757 spare parts, certain expendable aircraft parts, inventory and six spare Pratt & Whitney Model JT8D-9A engines. On the Effective Date, the holder of the Allowed Class 3.2 Claim will receive a promissory note in the amount of such Allowed Claim, bearing interest at the Prime Rate plus 100 basis points per annum, payable over a term of four years in level quarterly principal installments, plus interest. The holder of such Claim will retain all of the liens securing such Claim as such liens may exist as of the Effective Date to the extent of the amount of the Note. Class 3.2 is impaired under the Plan.

3.3.3 Class 3.3 — Bank One of Arizona f/k/a Valley National Bank — Spare Parts Loan. This Class consists of any Secured Claims arising from (a) that certain Master Reimbursement Agreement, dated as of April 15, 1989 between AWA and Valley National Bank of Arizona, a national banking association, n/k/a Bank One of Arizona, N.A. ("BOAZ"), as amended and supplemented from time to time and as in effect as of July 25, 1991, and (b) that certain Amended and Restated Reimbursement Agreement, dated June 29, 1990 among AWA, BOAZ and Bank of America National Trust and Savings Association, as amended and supplemented from time to time and as in effect on the Petition Date. The principal collateral securing these Claims consists of certain spare rotable nonconsumable parts, accessories, appliances, equipment and other items that are appropriate for installation or use on, in or with any Boeing model 737 aircraft or any part thereof. On the Effective Date, the holder of such claim shall receive either (i) a cash payment in an amount equal to the sum of (A) $21,212,953.98, if the Effective Date occurs on June 10, 1994, $21,760,297.61, if the Effective Date occurs on August 1, 1994, $22,099,874.80, if the Effective Date occurs on September 1, 1994, $22,433,542.61, if the Effective Date occurs on November 1, 1994, provided that such amount shall be appropriately adjusted at an identical compounded rate if the Effective Date occurs on any other date other than as set forth above; plus (B) $65,000; plus (C) $1,976,000, if the Effective Date occurs on June 10, 1994, $2,027,998.16, if the Effective Date occurs on August 1, 1994, $2,059,645.79, if the Effective Date occurs on September 1, 1994, $2,090,742.69, if the Effective Date occurs on October 1, 1994, $2,123,369.47, if the Effective Date occurs on November 1, 1994, provided, that such amount shall be appropriately adjusted at an identical compounded rate if the Effective Date occurs on any other date other than as set forth above, and provided, further, that if an unexpired letter of credit expires at any time prior to the Effective Date, such amount shall be appropriately adjusted at an identical compounded rate such that interest shall

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have ceased to accrue on the principal amount represented by such expired letter of credit as of the date of such expiration; minus (D) $1,976,000; plus (E) the principal amount drawn under any unexpired letters of credit on or after June 10, 1994 and prior to the Effective Date; or (ii) such other treatment as shall be agreed upon by the Debtor and the holders of such Claims as is approved by the Bankruptcy Court. Class 3.3 is impaired under the Plan.

3.3.4 Class 3.4 — Hangar Facility Bonds. This Class consists of any Secured Claims arising from that certain Indenture of Trust dated August 1, 1986, between the Industrial Development Authority of the City of Phoenix, Arizona, and First Interstate Bank of Arizona, N.A., as Indenture Trustee, as amended and supplemented from time to time and as in effect as of the Petition Date and pursuant to which the Variable Rate Airport Facility Revenue Bonds (America West Airlines, Inc. Project) Series 1986 were issued. The principal collateral securing this Claim consists of the AWA maintenance and technical support facility located at Phoenix Sky Harbor International Airport. On the Effective Date, the holder of the Allowed Class 3.4 Claim will receive a promissory note in the amount of such Allowed Claim, bearing interest at the rate of 6% per annum, payable over a term of twelve years in level quarterly principal installments plus interest. The holder of such Claim will retain all of the liens securing such Claim as such liens may exist as of the Effective Date to the extent of the amount of the Note. Class 3.4 is impaired under the Plan.

3.3.5 Class 3.5 — Lockheed Finance No. 2. This Class consists of any Secured Claims arising from that certain Master Equipment Lease Agreement No. 0134 dated as of November 12, 1987, between AWA and Lockheed Finance Corporation, as amended and supplemented from time to time and as in effect as of the Petition Date. The principal collateral securing this Claim consists of certain ground support equipment. On the Effective Date, the holder of the Allowed Class 3.5 Claim will receive a promissory note in the amount of $750,000 bearing interest at the 30-day LIBOR rate (as provided for in such Master Lease Agreement) plus 200 basis points per annum, payable over a term of five years in level monthly principal installments, plus interest. The holder of such Claim will have no Unsecured Deficiency Claim and will retain all of the liens securing such Claim as such liens may exist as of the Effective Date to the extent of the amount of the Note. Class 3.5 is impaired under the Plan.

3.3.6 Class 3.6 — Other Secured Claims. This Class consists of Allowed Secured Claims not specifically provided for above. On the Effective Date, as to such Allowed Secured Claim, at AWA's option either:

(a) the holder of such Claim shall be treated in accordance with the terms and conditions of all documents respecting such Claim and the legal, equitable or contractual rights to which each holder of such Claim is

Executive Guide to Corporate Bankruptcy

entitled shall not otherwise be altered;

(b) (i) any default, other than a default of the kind specified in

Section 365 (b)(2) of the Bankruptcy Code, shall be cured,
provided that any accrued and unpaid interest, if any, which
the Debtor may be obligated to pay with respect to such
default shall be simple interest at the contract rate and not
at any default or penalty rate of interest;
(ii) the maturity of the Claim shall be reinstated as such maturity existed before any default;

(iii) the holder of the Claim shall be compensated for any actual damages incurred as a result of any reasonable reliance by the holder on any contractual provision that entitled the holder to accelerate maturity of the Claim; and

(iv) the other legal, equitable or contractual rights to which the holder of the Claim is entitled shall not otherwise be altered; provided, however, that as to any Allowed Secured Claim which is a nonrecourse claim and exceeds the value of the collateral securing the Claim, the collateral may be sold at a sale at which the holder of such Claim has an opportunity to bid;

(c) on the Effective Date, or on such other date thereafter as may be agreed to by the Debtor and the holder of such Claim, the Debtor shall abandon the collateral securing such Claim, to the holder thereof in full satisfaction and release of such Claim;

(d) on the Effective Date, the holder of such Claim shall receive, on account of such Claim, Cash equal to its Allowed Secured Claim, or such lesser amount to which the holder of such Claim shall agree, in full satisfaction and release of such Claim;

(e) the holder of such Claim shall retain the liens securing such Claim and shall receive, on account of such Claim, deferred Cash payments, pursuant to Section 1129(b)(2)(A)(i)(II) of the Bankruptcy Code, totaling at least the Allowed amount of such Claim, of a Present Value, as of the Effective Date, of at least the value of such holder's interest in the Debtor's interest in the property securing such Claim;

(f) on the Effective Date, any property that is subject to the liens securing such Claim shall be sold, subject to Section 363(k) of the Bankruptcy Code, free and clear of such liens, with payment of the net proceeds thereof to the holder of such Claim to the extent of the value of such holder's respective interest in such property; or

(g) the holder of such Claim shall otherwise realize the indubitable equivalent of such Claim.

Each holder of an Allowed Claim in Class 3.6 shall be considered to be in

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its own separate subclass within Class 3.6, and each such subclass will be deemed to be a separate Class for purposes of this Plan. In the event that AWA does not make such designation, the holder of an Allowed Secured Claim shall, at any time prior to the Effective Date, be entitled to petition the Bankruptcy Court for an order requiring AWA to make such designation, but shall not be entitled to any other relief or to exercise any other remedies, except in accordance with such designation and any applicable Final Order(s) of the Bankruptcy Court.

3.4 Class 4 — Allowed Convenience Claims. This Class consists of Convenience Claims. Each Allowed Convenience Claim shall be paid by NewAWA Cash in the amount of such Allowed Convenience Claim to be distributed as provided in Section 10.1. Class 4 is not impaired under the Plan.

3.5 Class 5 — Allowed General Unsecured Claims. This Class consists of General Unsecured Claims.

3.5.1. Each holder of an Allowed General Unsecured Claim shall receive its Pro Rata Share of 26,775,000 shares of NewAWA Class B Common Stock; provided, however, that if the holder is an Electing Unsecured Creditor in accordance with Section 3.5.2, such holder shall receive Electing Creditor Cash equal to $8.889 for each share of NewAWA Class B Common Stock otherwise allocable to it under this sentence.

3.5.2. A holder of an Allowed General Unsecured Claim may become an Electing Unsecured Creditor only by providing notice of such election on the Ballot which such holder submits. Any holder of a Disputed General Unsecured Claim that wishes to become an Electing Unsecured Creditor must provide notice to the Debtor of the exercise of such right by no later than the Voting Deadline. Each such election by a holder of a General Unsecured Claim shall be irrevocable and must pertain to the entire amount of such holder's General Unsecured Claim. In the event that the aggregate amount of the Electing Creditor Cash would be in excess of $100,000,000, then each Electing Unsecured Creditor shall receive only its Pro Rata Share of $100,000,000 in Cash and shall also receive a number of shares of Electing Creditor Stock equal to the number of shares of NewAWA Class B Common Stock it would have received if it were a Non-Electing Unsecured Creditor minus the result of dividing the Electing Creditor Cash it receives by $8.889. For purposes of allocating Electing Creditor Cash among Electing Unsecured Creditors, each Disputed General Unsecured Claim held by an Electing Unsecured Creditor shall initially be valued at its face amount; provided, however, in the event that the aggregate amount of Electing Creditor Cash would exceed $100,000,000 and one or more holders of Disputed General Unsecured Claims have become Electing Unsecured Creditors, then any party in interest with regard thereto (including, without limitation, the Creditors' Committee), may seek

Executive Guide to Corporate Bankruptcy

an order of the Bankruptcy Court estimating the amount of any and all such Disputed General Unsecured Claims at a lower amount and, then, regardless of the amount at which such Disputed General Unsecured Claims are eventually Allowed, the holders thereof will be paid Electing Creditor Cash in an amount which does not exceed the amount of Electing Creditor Cash which would be payable for a Claim in the amount of such estimate and for any amount of the Disputed Claim which is Allowed in excess of such estimate, the holder shall receive Electing Creditor Stock in accordance with Section 10.4. NewAWA Class B Common Stock distributed to Non-Electing Unsecured Creditors, Electing Creditor Stock and Electing Creditor Cash shall be distributed in accordance with Section 10.2.

3.5.3. Any holder of an Unsecured Claim asserting that payment to any other holder of an Unsecured Claim should be subordinated to such first holder under Section 510(a) of the Bankruptcy Code, may only make such assertion by filing an adversary proceeding in the Chapter 11 Case on or before the Voting Deadline, or such other date as may be established by Final Order of the Bankruptcy Court. Any such subordination of one Unsecured Claim to another Unsecured Claim shall be made only upon Final Order of the Bankruptcy Court and no distribution hereby to any holder of an Allowed Claim which is the subject of such an adversary proceeding shall be delayed or withheld except upon Final Order of the Bankruptcy Court. Any such adversary proceeding involving holders of AWA Debenture Claims shall name as defendants the Debtor and on behalf of all such holders, the Indenture Trustee.

3.5.4. Class 5 is impaired under the Plan.

3.6 Class 6 — AWA Preferred and Common Stock

3.6.1 Class 6.1 — AWA Preferred Stock. This Class consists of AWA Preferred Stock. Each holder of shares of AWA Preferred Stock shall receive its Pro Rata Share of $500,000 in Cash plus the right to purchase as of the Effective Date its Pro Rata Share of the first 250,000 shares of Over-Subscription Stock at the price of $8.889 per share or such lesser amount of Over-Subscription Stock as is available after the purchase of Equity Subscription Stock in accordance with Section 3.6.2. Such Cash shall be distributed in accordance with Section 10.1. Payment for such Over-Subscription Stock shall be made no later than the Effective Date. Such Cash and rights shall be deemed to be in full satisfaction for all Claims and Equity Interests arising in connection with the AWA Preferred Stock including accrued and unpaid dividends thereon. Class 6.1 is impaired under the Plan. All shares of AWA Preferred Stock shall be deemed to be cancelled, annulled and extinguished on the Effective Date.

3.6.2 Class 6.2 — AWA Common Stock

(a) This Class consists of shares of AWA Common Stock other than shares of AWA Common Stock which are pledged as collateral for

Sample Plan — Sale To Third Party

Employee Stock Purchase Notes. Each holder of such AWA Common Stock shall receive its Pro Rata Share of (i) the Equity Interests Stock and (ii) the Equity Interests Warrants, to be distributed in accordance with the procedure set forth in Section 10.2.

(b) Additionally, each such holder of AWA Common Stock other than the holder of a Disputed Equity Interest shall have the right to purchase its Pro Rata Share of the Equity Subscription Stock at the price of $8.889 per share; provided, however, that for purposes of determining such Pro Rata Share there shall be considered to be an aggregate of 22,100,000 shares of AWA Common Stock outstanding. Such right is not transferable and may only be exercised by the beneficial holder of such AWA Common Stock as of the Voting Record Date by the irrevocable indication thereof on the Ballot which such holder delivers or causes to be delivered. Each such holder may also indicate on the Ballot that it wishes to purchase Over-Subscription Stock, if available. The Over-Subscription Stock available to Purchasing Stockholders shall consist of the Equity Subscription Stock not subscribed for in accordance with the second preceding sentence and less the Over-Subscription Stock sold to holders of AWA Preferred Stock in accordance with Section 3.6.1. Each Purchasing Stockholder must irrevocably indicate on the Ballot the maximum number of shares of Equity Subscription Stock and Over-Subscription Stock which it desires to purchase. As set forth more fully in Section 10.2, either full payment or a satisfactory guarantee of payment for all Equity Subscription Stock and Over-Subscription Stock must be delivered by the Voting Deadline. The procedure for allocating Over-Subscription Stock is set forth in Section 10.2.

(c) Class 6.2 is impaired under the Plan. All shares of AWA Common Stock will be cancelled, annulled and extinguished on the Effective Date.

3.7 Class 7 — Certain Other Claims and AWA Warrants, Options and Other Equity Interests.

3.7.1 Class 7.1 — Employee Stock Purchase Note Claims and Certain AWA Common Stock. This Class consists of Stock Rescission or Damage Claims (including, without limitation, Claims by members of the putative plaintiff class in the Securities Action) which are held by Persons who are obligated under one or more Employee Stock Purchase Notes. This Class also includes AWA Common Stock pledged as collateral for Employee Stock Purchase Notes. Each holder of an Allowed Claim or Equity Interest in this Class shall receive in exchange for and in consideration of the dismissal with prejudice and permanent enjoinment of the Securities Actions, a release of any and all indebtedness incurred under the Employee Stock Purchase Plan, including the forgiveness, abandonment and cancellation of any liability under the Employee Stock Purchase Notes,

Executive Guide to Corporate Bankruptcy

but shall receive no other distribution under the Plan. In addition, all liens on AWA Common Stock securing Employee Stock Purchase Notes will be released and such AWA Common Stock will be returned to AWA and cancelled, annulled and extinguished as of the Effective Date and will not be entitled to any distribution under Section 3.6.2. Pursuant to Sections 1123(a)(5)(E), (F) and 1123(b)(3)(A) of the Bankruptcy Code, the treatment provided Class 7.1 Claims constitutes a compromise and settlement of the Securities Action and any and all objections to such Claims. The Debtor will either file appropriate pleadings seeking to effect the treatment provided Class 7.1 Claims in this Section 3.7.1 as a compromise and settlement prior to the Confirmation Hearing or request the Bankruptcy Court to approve this compromise and settlement at the Confirmation Hearing as in the best interests of the Debtor and holders of Claims and Equity Interests and fair, equitable and reasonable. Class 7.1 is impaired under the Plan.

3.7.2 Certain AWA Warrants, Options and Other Equity Interests and Other Claims. This Class consists of the following Claims and Equity Interests (except to the extent they are included in Class 7.1): (i) AWA Warrants, Options, and Other Equity Interests, (ii) Stock Rescission or Damage Claims, (iii) Subordinated Claims and (iv) all Claims, if any, arising from the cancellation or rejection (to the extent they constitute executory contracts) of AWA Warrants, Options and Other Equity Interests. Holders of such Claims and Equity Interests will not be entitled to receive or retain any property under the Plan on account of such Claims or Equity Interests, and pursuant to Section 1126(g) of the Bankruptcy Code, are deemed not to have accepted the Plan. Class 7.2 is impaired under the Plan. All AWA Warrants, Options and Other Equity Interests will be cancelled, annulled and extinguished on the Effective Date.

ARTICLE 4

Provisions of New AWA Securities Issued Pursuant to the Plan

4.1 NewAWA Class A Common Stock. Principal provisions of the NewAWA Class A Common Stock are summarized as follows:

(a) Authorization. The NewAWA Charter shall authorize the issuance of 1,200,000 shares of NewAWA Class A Common Stock.

(b) Par Value. The NewAWA Class A Common Stock shall have a par value of $.O1 per share.

(c) Rights. The NewAWA Class A Common Stock shall have such rights with respect to dividends, liquidation, voting and other matters as are set forth in the NewAWA Charter and as provided under applicable law, including, without limitation, the right to fifty votes per share which

Sample Plan — Sale To Third Party

shall be voted together as a single class with the NewAWA Class B Common Stock.

(d) Convertibility. Each share of NewAWA Class A Common Stock will be convertible, at the option of the holder, into one share of NewAWA Class B Common Stock.

4.2 NewAWA Class B Common Stock. Principal provisions of the NewAWA Class B Common Stock are summarized as follows:

(a) Authorization. The NewAWA Charter shall authorize the issuance of 100,000,000 shares of NewAWA Class B Common Stock.

(b) Par Value. The NewAWA Class B Common Stock shall have a par value of $.01 per share.

(c) Rights. The NewAWA Class B Common Stock shall have such rights with respect to dividends, liquidation, voting and other matters as are set forth in the NewAWA Charter and as provided under applicable law, including, without limitation, the right to one vote per share which shall be voted together as a single class with the NewAWA Class A Common Stock.

(d) Exchange Listing. NewAWA will seek a listing of the NewAWA Class B Common Stock on a national securities exchange or automated quotation system and will use its reasonable efforts to obtain such listing prior to the distribution to holders of Allowed Claims and Equity Interests of NewAWA Class B Common Stock.

4.3 NewAWA Warrants. Principal provisions of the NewAWA Warrants are as follows:

(a) Authorization. The Plan hereby authorizes the issuance of NewAWA Warrants to purchase 10,384,615 shares of NewAWA Class B Common Stock.

(b) Exercise Price. The proponents of the Plan will seek to have the exercise price for the NewAWA Warrants determined in the Confirmation Order or otherwise pursuant to a Final Order of the Bankruptcy Court to be issued before the Effective Date or as soon thereafter as possible, which exercise price shall equal the aggregate amount of Allowed General Unsecured Claims on the date of such order plus the Bankruptcy Court's estimate of the Disputed General Unsecured Claims which will become Allowed General Unsecured Claims, which sum shall be multiplied by 1.1 and divided by 26,775,000.

(c) Exercise. The NewAWA Warrants will be exercisable by the holder thereof at any time on or prior to the fifth anniversary of the Effective Date.

(d) Rights. The NewAWA Warrants will not be redeemable. The number of shares of NewAWA Class B Common Stock purchasable

Executive Guide to Corporate Bankruptcy

upon exercise of each NewAWA Warrant will be adjusted upon (i) payment of a dividend payable in, or other distribution of, NewAWA Class B Common Stock to all of the then-current holders of NewAWA Class B Common Stock, (ii) a combination, subdivision or a reclassification of NewAWA Class B Common Stock, and (iii) a rights issuance. The holders of the NewAWA Warrants will not have any voting rights in respect thereof.

(e) Exchange Listing. NewAWA will seek a listing of the NewAWA Warrants on the same securities exchange or automated quotation system as the NewAWA Class B Common Stock is listed.

4.4 NewAWA Senior Unsecured Notes. Principal provisions of the NewAWA Senior Unsecured Notes are as follows:

(a) Authorization. The Plan hereby authorizes the issuance of the NewAWA Senior Unsecured Notes in a maximum principal amount of $100,000,000.

(b) Maturity. The NewAWA Senior Unsecured Notes will mature seven years from issuance.

(c) Interest Rate. The NewAWA Senior Unsecured Notes will bear interest, payable semiannually, in arrears at a fixed rate equal to 425 basis points over the yield of seven-year United States Treasury Notes as of the Effective Date, but not to exceed 11.5% per annum.

(d) Ranking. The NewAWA Senior Unsecured Notes will rank pari passu with all existing and future senior unsecured indebtedness of NewAWA.

(e) Mandatory Redemption. If within three years after the Effective Date, NewAWA completes an underwritten public offering of primary equity, NewAWA shall use 50% of the Net Proceeds thereof to redeem up to $20,000,000 in principal amount of the NewAWA Senior Unsecured Notes at 104% of the principal amount plus accrued interest, provided, however, that in the event that at the time of such offering the unrestricted cash balance of NewAWA is less than $100,000,000, then such redemption will be at the option of NewAWA. Thereafter, the NewAWA Senior Unsecured Notes will be redeemable at NewAWA's option, in whole or in part. The redemption price will be equal to the following percentage of the principal amount redeemed in each of the following years plus accrued interest:

Year 4: ................................................................................105.0%

Year 5: .................................................................................103.3%

Year 6: ..................................................................................101.7%

Year 7 and thereafter ............................................................100.0%

(f) Special Redemption. During the first three years after the Effec

Sample Plan — Sale To Third Party

tive Date, the New AWA Senior Unsecured Notes will be callable by NewAWA (i) as a whole, without regard to the source of funding, at 105% of the principal amount redeemed plus accrued interest or (ii) in part, out of the proceeds of a primary equity offering at 105% of the principal amount plus accrued interest, less the $20 million in principal amount redeemed of NewAWA Senior Unsecured Notes subject to Mandatory Redemption as described above.

ARTICLE 5

Executory Contracts and Unexpired Leases

5.1 Assumption of Certain Executory Contracts and Unexpired Leases

5.1.1 Except as otherwise provided in the Plan or in any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan, on the Effective Date, pursuant to Section 365 of the Bankruptcy Code, AWA shall assume or assume and assign, as indicated, each of the Assumed Agreements including, without limitation, the executory contracts and unexpired leases listed on Schedule 3 hereto; provided, however, that AWA or NewAWA shall have the right, at any time prior to the Effective Date, to amend Schedule 3: (a) unless indicated otherwise on Schedule 3, to delete any executory contract or unexpired lease listed therein, thus providing for its rejection pursuant to Section 5.2; or (b) to add any executory contract or unexpired lease, thus providing for its assumption or assumption and assignment pursuant to this Section 5.1.1. The Debtor or NewAWA shall provide notice of any amendments to Schedule 3 to the parties to the executory contracts or unexpired leases affected thereby and, if such amendments are made before the Effective Date, to the parties on the Official Service List. Pursuant to Section 1123 (b)(2) of the Bankruptcy Code, the Confirmation Order shall constitute an order of the Bankruptcy Court approving the assumptions and assignments described in this Section 5.1.1, pursuant to Section 365 of the Bankruptcy Code, as of the Effective Date.

5.1.2 Unless otherwise agreed by AWA and the counterparty to any such Assumed Agreement, (i) all cure payments which may be required by Section 365 (b)(1) of the Bankruptcy Code under any Assumed Agreement, if not previously made, shall be made on the Effective Date or promptly thereafter, and (ii) in the event of a dispute regarding the amount or timing of any cure payments, the ability of NewAWA to provide adequate assurance of future performance, or any other matter pertaining to assumption or assignment, such dispute shall be resolved by the Bankruptcy Court and NewAWA shall make such cure payments, if any, or provide such assurance as may be required by the Final Order resolving

Executive Guide to Corporate Bankruptcy

such dispute on the terms and conditions of such Final Order.

5.1.3 Except as otherwise provided in the Plan (including any such provision on Schedule 3) or in any contract, instrument, release or indenture or other agreement or document entered into in connection with the Plan, each Assumed Agreement shall, at AWA's option, be assumed only to the extent that any such contract or lease constitutes an executory contract or unexpired lease. Listing a contract or lease on Schedule 3 shall not, in and of itself, constitute an admission by the Debtor or NewAWA that such contract or lease is an executory contract or unexpired lease or that the Debtor or NewAWA has any liability thereunder. Contracts and leases which are within the definition of Assumed Agreements and which are later determined to have not been in fact executory contracts or unexpired leases, shall be treated in accordance with the provisions in the Plan for the treatment of that type of Claim which properly arises from the true nature of the legal relationship between the parties as determined by the Bankruptcy Court or by settlement; provided, however, that either the Debtor or NewAWA may in its sole discretion amend the Plan to provide for different treatment of any such Claim after Notice and a Hearing.

5.1.4 Except as otherwise provided in the Plan (including any such provision on Schedule 3) or in any contract, instrument, release or indenture or other agreement or document entered into in connection with the Plan, all assumptions of executory contracts and unexpired leases under the Plan shall be without prejudice to the rights of the Debtor or NewAWA to assign later such assumed executory contracts or unexpired leases, notwithstanding any prohibition to the contrary in any such contract or lease.

5.2 Rejection of Certain Executory Contracts and Unexpired Leases. On the Effective Date, except for every Assumed Agreement, each executory contract and unexpired lease entered into by AWA prior to the Petition Date that has not previously expired or terminated pursuant to its own terms and (to the extent they are executory contracts) all AWA Warrants, Options and Other Equity Interests shall be rejected pursuant to Sections 365 and 1123 (b)(2) of the Bankruptcy Code and considered a Rejected Agreement hereunder.

5.3 Claims Based on Rejection of Executory Contracts or Unexpired Leases. All proofs of claim with respect to Claims arising from the rejection of any Rejected Agreement shall be filed with the Bankruptcy Court within the later to occur of thirty (30) days after the Effective Date. Any Claims not filed within such time shall be forever barred from assertion against the Debtor, its estate and property, or NewAWA.

Sample Plan — Sale To Third Party

ARTICLE 6

Identification Of Classes Of Claims Not Impaired

By The Plan And The Class Of Claims And Equity

Interests Deemed To Have Rejected The Plan
6.1 Unimpaired Classes. Claims in Classes 1, 2 and 4 are not impaired under the Plan. Any Class not specifically designated in the Plan as unimpaired is impaired under the Plan. Claims in unimpaired Classes are not entitled to vote on the Plan.
6.2 Class Deemed to Have Rejected the Plan. Claims and Equity Interests in Class 7.2 are not entitled to receive or retain any property under the Plan and are therefore deemed not to have accepted the Plan, and such Class shall not be entitled to vote on the Plan.

6.3 Other Impaired Classes. Claims in Classes 3.1, 3.2, 3.3, 3.4, 3.5, 3.6, 5, 6.1, 6.2 and 7.1 are impaired under the Plan and shall be entitled to vote on the Plan.

ARTICLE 7

Acceptance or Rejection of the Plan;

Effect of Rejection by One or More Classes

7.1 Impaired Classes to Vote. Except as otherwise required by the Bankruptcy Code or the Bankruptcy Court, each holder of a Claim or Equity Interest that is impaired under the Plan is entitled to vote to accept or reject the Plan if, as of the Voting Record Date, (i) its Claim is an Allowed Claim, (ii) its Claim has been temporarily allowed for voting purposes only by order of the Bankruptcy Court pursuant to Bankruptcy Rule 3018 (in which case such Claim may be voted in such temporarily allowed amount), (iii) its Claim has been scheduled by the Debtor (but only if such Claim is not scheduled as disputed, contingent or unliquidated) and no objection to such Claim has been filed, (iv) it has filed a proof of claim on or before the Bar Date (or such later date as the Bankruptcy Court may have established with respect to any particular Claim, but not later than the date of the order approving such Disclosure Statement), and such Claim is not a Disputed Claim, or (v) its Equity Interest is registered on the stock ledger or equivalent of the Debtor. Notwithstanding the foregoing, a holder of a Disputed Claim which has not been temporarily allowed as provided above may nevertheless vote such Disputed Claim in an amount equal to the portion, if any, of such Claim which is not disputed and is shown as fixed, liquidated and undisputed in the Debtor's Schedules or such amount which the Debtor concedes is Allowed in a filing made by the Debtor in

Executive Guide to Corporate Bankruptcy

the Bankruptcy Court. Each holder of an AWA Debenture Claim, and not the Indenture Trustee with respect to such Claim, shall have the right to vote to accept or reject the Plan.

7.2 Acceptance by Class of Holders of Claims or Equity Interests. A Class of holders of Claims shall have accepted the Plan if the Plan is accepted by at least two-thirds in amount and more than one-half in number of the Allowed Claims of such Class that have voted to acc