Exhibit 10.1
TPG ADVISORS, INC.
301 Commerce Street, Suite 3300
Fort Worth, Texas 76102
May 19, 2005
America West Holdings Corporation
111 West Rio Salado Parkway
Tempe, Arizona 85281
Attention: W. Douglas Parker
Chairman, President and Chief Executive Officer
Gentlemen,
Pursuant to our recent conversations, we are pleased to confirm
the
arrangements under which TPG Advisors, Inc.
("TPG") will continue to provide
certain consulting and advisory services
to, and will receive certain
contributions and reimbursements from,
America West Holdings Corporation (the
"Company") in connection with the Agreement
and Plan of Merger, dated as of
May 19, 2005, among the Company, US Airways
Group, Inc., a Delaware corporation,
and a subsidiary to be formed by US Airways
Group, Inc., a Delaware corporation
and a wholly owned subsidiary of US Airways
Group, Inc. (the "Agreement"}.
1.
Scope of Engagement. As your non-exclusive financial consultant
and
advisor, TPG will continue to perform such
financial consulting and advisory
services for the Company in connection with
(i) the transactions contemplated by
the Agreement (the "Transactions") and (ii)
certain other matters, as you may
reasonably request, including without
limitation assisting the Company in
analyzing, structuring, negotiating and
effecting the Transactions on the terms
and conditions of this letter agreement
(collectively, the "Services").
2.
Payment Amount. The Company agrees to pay to TPG in consideration
of
TPG providing the Services, and in
contribution for and reimbursement of certain
expenses incurred by TPG in connection with
the Transactions and providing the
Services, a contingent payment of
$6,400,000 (the "Payment Amount"), payable in
a lump sum at, and subject to the
occurrence of, the Effective Time (as such
term is defined in the Agreement). No fee
or expense reimbursement payable to
any other person, whether payable by the
Company or any other party, in
connection with the subject matter of this
engagement shall reduce or otherwise
affect any amount payable hereunder. The
Payment Amount shall be the sole and
complete compensation to TPG for its
consulting and advisory services rendered
to the Company and all expenses incurred in
connection with the Transactions and
providing the Services. In the event that
the Effective Time does not occur for
any reason, the Company shall have no
further obligations to TPG with respect to
the subject matter of this letter
agreement. The Payment Amount payable
hereunder shall be net of all applicable
withholding and similar taxes.
3. Disclosure. Any
advice, opinion or analysis provided by TPG hereunder
will be solely for the use and benefit of
the Board of Directors, any committee
thereof and senior management of the
Company, and wilt not be quoted,
reproduced, summarized, or otherwise
disclosed without TPG's prior written
consent.
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4.
Independent Contractor. TPG has been retained to act solely as
financial consultant and advisor to the
Company in providing the Services and,
in such capacity, shall act as an
independent contractor and in no other
capacity, and any duties of TPG arising out
of its engagement pursuant to this
letter agreement shall be owed solely to
the Company and to no other party. TPG
shall have no
