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CONSULTING AND ADVISORY SERVICES

Consulting Services Agreement

CONSULTING AND ADVISORY SERVICES | Document Parties: TPG Advisors, Inc. | America West Holdings Corporation You are currently viewing:
This Consulting Services Agreement involves

TPG Advisors, Inc. | America West Holdings Corporation

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Title: CONSULTING AND ADVISORY SERVICES
Governing Law: New York     Date: 5/25/2005

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                                                                  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.

 

<PAGE>

 

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


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