EX-10.1 PURCHASE AGREEMENT

Note Purchase Agreement

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US AIRWAYS GROUP, INC.

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Title: EX-10.1 PURCHASE AGREEMENT
Governing Law: New York Date: 10/3/2005

EX-10.1 PURCHASE AGREEMENT, Parties: us airways group inc.

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Exhibit 10.1

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US AIRWAYS GROUP, INC.

(a Delaware corporation)

$125,000,000

7% Senior Convertible Notes due 2020

PURCHASE AGREEMENT

Dated: September 27, 2005

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TABLE OF CONTENTS

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SECTION 1. REPRESENTATIONS AND WARRANTIES............................. 2

(a) Representations and Warranties by the Issuers................... 2

(b) Officer's Certificates.......................................... 13

SECTION 2. SALE AND DELIVERY TO INITIAL PURCHASER; CLOSING............ 13

(a) Initial Securities.............................................. 13

(b) Option Securities............................................... 13

(d) Denominations; Registration..................................... 14

SECTION 3. COVENANTS OF THE COMPANY................................... 14

(a) Offering Memorandum............................................. 14

(b) Notice and Effect of Material Events............................ 14

(d) Qualifications of Securities for Offer and Sale................. 15

(e) Use of Proceeds................................................. 15

(f) Listing on Securities Exchange.................................. 16

(g) Restriction on Sale of Securities............................... 16

(h) PORTAL Designation.............................................. 16

(i) DTC............................................................. 17

(j) Reporting Requirements.......................................... 17

SECTION 4. PAYMENT OF EXPENSES........................................ 17

(a) Expenses........................................................ 17

(b) Termination of Agreement........................................ 18

SECTION 5. CONDITIONS OF INITIAL PURCHASER'S OBLIGATIONS.............. 18

(a) Opinions of Counsel for the Issuers............................. 18

(b) Opinion of Counsel for Initial Purchaser........................ 18

(d) Accountant's Comfort Letter..................................... 19

(e) Bring-down Comfort Letter....................................... 19

(f) Lock-up Agreements.............................................. 19

(g) Indenture and Registration Rights Agreement..................... 19

(h) Conditions to Purchase of Option Securities..................... 19

(i) Additional Documents............................................ 20

(j) PORTAL Market................................................... 20

(k) Termination of Agreement........................................ 20

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SECTION 6. SUBSEQUENT OFFERS AND RESALES OF THE SECURITIES............ 20

(a) Offer and Sale Procedures....................................... 20

(b) Covenants of the Issuers........................................ 21

(d) Resale Pursuant to Rule 903 of Regulation S or Rule 144A........ 22

SECTION 7. INDEMNIFICATION............................................ 23

(a) Indemnification of Initial Purchaser............................ 23

(b) Indemnification of Issuers...................................... 23

(d) Settlement without Consent if Failure to Reimburse.............. 24

SECTION 8. CONTRIBUTION............................................... 24

SECTION 9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO

SURVIVE DELIVERY........................................ 25

SECTION 10. TERMINATION OF AGREEMENT................................... 26

(a) Termination; General............................................ 26

(b) Liabilities..................................................... 26

SECTION 11. ARM'S LENGTH RELATIONSHIP; NO FIDUCIARY DUTY............... 26

SECTION 12. NOTICES.................................................... 26

SECTION 13. PARTIES.................................................... 27

SECTION 14. GOVERNING LAW.............................................. 27

SECTION 15. TIME....................................................... 27

SECTION 16. COUNTERPARTS............................................... 27

SECTION 17. EFFECT OF HEADINGS......................................... 27

SECTION 18. SUBMISSION TO JURISDICTION................................. 27

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SCHEDULES

Schedule A US Airways Group, Inc. Senior Convertible Notes Due 2020

Schedule B Guarantors

Schedule C Restricted Stockholders

Schedule D Subsidiaries

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EXHIBITS

Exhibit A Form of Registration Rights Agreement

Exhibit B-1 Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP,

Counsel for the Issuers, to be Delivered Pursuant to

Section 5(a)

Exhibit B-2 Form of Opinion of General Counsel(s) of the Company, to be

delivered pursuant to Section 5(a)

Exhibit C Form of Lock-Up Letter Agreement

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US AIRWAYS GROUP, INC.

125,000,000

7% SENIOR CONVERTIBLE NOTES DUE 2020

PURCHASE AGREEMENT

September 27, 2005

MERRILL LYNCH & CO.

Merrill Lynch, Pierce, Fenner & Smith Incorporated

4 World Financial Center

New York, New York 10080

Ladies and Gentlemen:

US Airways Group, Inc., a Delaware corporation (the "Company"), and the

subsidiaries of the Company listed on Schedule B hereto (the "Guarantors" and,

together with the Company, the "Issuers") confirm their agreement with Merrill

Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Initial

Purchaser" or "Merrill Lynch"), with respect to the issue and sale by the

Company and the purchase by the Initial Purchaser of $125,000,000 aggregate

principal amount of the Company's Senior Convertible Notes due 2020 (the

"Notes"), and with respect to the grant by the Company to the Initial Purchaser

of the option described in Section 2(b) hereof to purchase all or any part of an

additional $18,750,000 aggregate principal amount of Notes. The aforesaid

$125,000,000 aggregate principal amount of Notes (the "Initial Securities") to

be purchased by the Initial Purchaser and all or any part of the $18,750,000

aggregate principal amount of Notes subject to the option described in Section

2(b) hereof (the "Option Securities") will both be unconditionally guaranteed

(the "Guarantees") on a senior basis by each of the Guarantors. The Initial

Securities, the Option Securities and the Guarantees are hereinafter called,

collectively, the "Securities." The Securities are to be issued pursuant to an

indenture, to be dated as of Closing Time (as defined in Section 2(c)) (the

"Indenture"), between the Company , the Guarantors and U.S. Bank National

Association, as trustee (the "Trustee").

The Securities are convertible, subject to certain conditions, at the

option of the holder prior to maturity (unless previously redeemed or otherwise

purchased) into cash and shares of common stock, par value $0.01 per share, of

the Company (the "Common Stock") in accordance with the terms of the Securities

and the Indenture, as described in Schedule A hereto. Securities issued in

book-entry form will be issued to Cede & Co. as nominee of The Depository Trust

Company ("DTC") pursuant to a letter agreement, to be dated as of Closing Time

(as defined in Section 2(c)), among the Company, the Trustee and DTC.

The Issuers understand that the Initial Purchaser proposes to make an

offering of the Securities on the terms and in the manner set forth herein and

agree that the Initial Purchaser may initially resell, subject to the conditions

set forth herein, all or a portion of the Securities to purchasers ("Subsequent

Purchasers") at any time after this Agreement has been executed and

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delivered. The Securities are to be sold to the Initial Purchaser and offered

and resold by the Initial Purchaser without being registered under the

Securities Act of 1933, as amended (the "1933 Act"), in reliance upon exemptions

therefrom. Pursuant to the terms of the Securities and the Indenture, investors

that acquire Securities may only resell or otherwise transfer such Securities if

such Securities are hereafter registered under the 1933 Act or pursuant to an

available exemption from the registration requirements of the 1933 Act

(including the exemption afforded by Rule 144A ("Rule 144A") of the rules and

regulations of the Securities and Exchange Commission (the "Commission") under

the 1933 Act (the "1933 Act Regulations"). On or prior to Closing Time, the

Issuers will enter into an agreement with the Initial Purchaser (the

"Registration Rights Agreement"), in substantially the form attached hereto as

Exhibit A, with such changes as shall be agreed to by the parties hereof,

pursuant to which, subject to the conditions set forth therein, the Issuers are

required to file and use their reasonable efforts to have declared effective a

registration statement (the "Registration Statement") under the 1933 Act to

conversion thereof.

The Company has prepared and delivered to the Initial Purchaser copies of a

preliminary offering memorandum dated September 20, 2005 (the "Preliminary

Offering Memorandum") and has prepared and will deliver to the Initial

Purchaser, on the date hereof or the next succeeding day, copies of a final

offering memorandum dated September 27, 2005 (the "Final Offering Memorandum"),

each for use by the Initial Purchaser in connection with its solicitation of

purchases of, or offering of, the Securities. "Offering Memorandum" means, with

respect to any date or time referred to in this Agreement, the most recent

offering memorandum (whether the Preliminary Offering Memorandum or the Final

Offering Memorandum, or any amendment or supplement to either such document),

including exhibits thereto and any documents (including the Incorporated

Documents (as defined in Section 1(a)(ii)) incorporated therein by reference,

which has been prepared and delivered by the Company to the Initial Purchaser in

connection with its solicitation of purchases of, or offering of, the

Securities.

All references in this Agreement to financial statements and schedules and

other information which is "contained," "included," "stated" or "described" in

the Offering Memorandum (or other references of like import) shall be deemed to

mean and include all such financial statements and schedules and other

information which are incorporated by reference in the Offering Memorandum; and

all references in this Agreement to amendments or supplements to the Offering

Memorandum shall be deemed to mean and include the filing of any document under

the Securities Exchange Act of 1934, as amended (the "1934 Act"), which is

incorporated by reference in the Offering Memorandum.

SECTION 1. Representations and Warranties.

(a) Representations and Warranties by the Issuers. Each of the Issuers,

jointly and severally, represents and warrants to the Initial Purchaser as of

the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and

as of each Date of Delivery (if any) referred to in Section 2(b) hereof and

agrees with the Initial Purchaser, as follows:

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(i) Compliance with Registration Requirements. The Offering Memorandum

does not and at the Closing Time (and, if any Option Securities are

purchased, at the Date of Delivery) will not, contain an untrue statement

of a material fact or omit to state a material fact required to be stated

therein or necessary to make the statements therein not misleading. The

representations and warranties in this subsection shall not apply to

statements in or omissions from the Offering Memorandum made in reliance

upon and in conformity with information furnished to the Company in writing

by, and with respect to, the Initial Purchaser expressly for use in the

Offering Memorandum.

(ii) Incorporated Documents. The Offering Memorandum as delivered from

time to time shall incorporate by reference each of the Company's and

America West Airlines, Inc.'s (A) most recent Annual Report on Form 10-K

filed with the Commission (B) Quarterly Report on Form 10-Q for the quarter

ended June 30, 2005 and (C) each Current Report on Form 8-K filed (not

furnished) with the Commission since June 30, 2005 and such other reports

as specifically incorporated by reference in the Offering Memorandum. The

documents incorporated by reference in the Offering Memorandum (the

"Incorporated Documents"), at the time they were or hereafter are filed

with the Commission, or if amended, as so amended, complied and will comply

in all material respects with the requirements of the 1934 Act and the

rules and regulations of the Commission thereunder (the "1934 Act

Regulations"), and, when read together with the other information in the

Offering Memorandum, at the time the Offering Memorandum was issued and at

the Closing Time (and, if any Option Securities are purchased, at the Date

of Delivery), did not and will not include an untrue statement of material

fact or omit to state a material fact required to be stated therein or

necessary to make the statements therein not misleading.

(iii) Independent Accountants. Each of the accountants who certified

the financial statements and supporting schedules included in the Offering

Memorandum has advised the Company that they are independent registered

public accountants as required by the 1933 Act and the 1933 Act

Regulations.

(iv) Financial Statements. The financial statements included in the

Offering Memorandum, together with the related schedules and notes, present

fairly the financial position of the Company and its consolidated

subsidiaries at the dates indicated and the statement of operations,

stockholders' equity and cash flows of the Company and its consolidated

subsidiaries for the periods specified; said financial statements have been

prepared in conformity with generally accepted accounting principles

("GAAP") applied on a consistent basis throughout the periods involved

except as disclosed therein. The supporting schedules included in the

Offering Memorandum present fairly in accordance with GAAP the information

required to be stated therein. No financial statements are required to be

included in the Offering Memorandum that have not been so included.

The selected financial data of the Company and the summary financial

information of the Company included in the Offering Memorandum present

fairly the information shown therein and have been compiled on a basis

consistent with that of the audited financial statements included in the

Offering Memorandum. The pro forma

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financial statements and the related notes thereto included in the Offering

Memorandum present fairly the information shown therein, have been prepared

in accordance with the Commission's rules and guidelines with respect to

pro forma financial statements and have been properly compiled on the bases

described therein, and the assumptions used in the preparation thereof are

reasonable and the adjustments used therein are appropriate to give effect

to the transactions and circumstances referred to therein.

(v) No Material Adverse Change in Business. Since the respective dates

as of which information is given in the Offering Memorandum, except as

otherwise stated therein, (A) there has been no material adverse change in

the condition, financial or otherwise, or in the earnings, business

affairs, business prospects or properties of the Company and its

Subsidiaries (as defined below) considered as one enterprise, whether or

not arising in the ordinary course of business (a "Material Adverse

Effect"), (B) there have been no transactions entered into by the Company

or any of its Subsidiaries, other than those in the ordinary course of

business or other than as disclosed in the Offering Memorandum, which are

material with respect to the Company and its subsidiaries considered as one

enterprise and (C) there has been no dividend or distribution of any kind

declared, paid or made by the Company on any class of its capital stock.

(vi) Publicly Filed Documents. (A) The Company's Annual Report on Form

10-K for the year ended December 31, 2004 and its Quarterly Report on Form

10-Q for the quarter ended June 30, 2005 filed with the Commission and all

subsequent reports which have been filed by the Company with the Commission

or sent to stockholders pursuant to the Securities Exchange Act of 1934, as

amended (the "1934 Act") and the Company's registration statement on Form

S-4 (No. 333-126162) and (B) America West Airlines, Inc.'s Annual Report on

Form 10-K for the year ended December 31, 2004 and its Quarterly Report on

Form 10-Q for the quarter ended June 30, 2005 filed with the Commission and

all subsequent reports which have been filed by the Company with the

Commission or sent to stockholders pursuant to Exchange Act, when they were

filed with the Commission, complied in all material respects to the

requirements of the 1933 Act or the 1934 Act, as applicable, and the rules

and regulations of the Commission thereunder, and none of such documents

contained an untrue statement of a material fact or omitted to state a

material fact required to be stated therein or necessary to make the

statements therein not misleading; and any further documents so filed by

the Company, when such documents become effective or are filed with the

Commission by the Company, as the case may be, will comply in all material

respects to the requirements of the 1933 Act or the 1934 Act, as

applicable, and the rules and regulations of the Commission thereunder and

will not contain an untrue statement of a material fact or omit to state a

material fact required to be stated therein or necessary to make the

statements therein not misleading.

(vii) Good Standing of the Company. The Company has been duly

organized and is validly existing as a corporation in good standing under

the laws of the State of Delaware and has corporate power and authority to

own, lease and operate its properties and to conduct its business as

described in the Offering Memorandum and to enter into and perform its

obligations under this Agreement; and the Company is duly qualified as a

foreign corporation to transact business and is in good standing in each

other jurisdiction

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in which such qualification is required, whether by reason of the ownership

or leasing of property or the conduct of business, except where the failure

so to qualify or to be in good standing would not result in a Material

Adverse Effect.

(viii) Good Standing of Subsidiaries. Each "significant subsidiary" of

the Company (as such term in defined in Rule 1-02 of Regulation S-X (each a

"Subsidiary" and, collectively, the "Subsidiaries") has been duly organized

and is validly existing as a corporation and in good standing (if

recognized by such jurisdiction) under the laws of the jurisdiction of its

incorporation, has corporate power and authority to own, lease and operate

its properties and to conduct its business as described in the Offering

Memorandum and is duly qualified as a foreign corporation to transact

business and is in good standing in each jurisdiction in which such

qualification is required, whether by reason of the ownership or leasing of

property or the conduct of business, except where the failure so to qualify

or to be in good standing would not result in a Material Adverse Effect;

except as otherwise disclosed in the Offering Memorandum, all of the issued

and outstanding capital stock of each such Subsidiary has been duly

authorized and validly issued, is fully paid and non-assessable and is

owned by the Company, directly or through subsidiaries, free and clear of

any security interest, mortgage, pledge, lien, encumbrance, claim or

equity; none of the outstanding shares of capital stock of any Subsidiary

was issued in violation of the preemptive or similar rights of any

securityholder of such Subsidiary. The only subsidiaries of the Company are

the subsidiaries listed on Schedule D hereto.

(ix) Capitalization. The authorized, issued and outstanding capital

stock of the Company was, as of June 30, 2005, as set forth in the Offering

Memorandum in the column entitled "Actual" under the caption

"Capitalization" and, after giving effect to the offering and the Company's

concurrent public offering of Common Stock pursuant to the registration

statement on Form S-1 (File No. 333-126226), would have been, as of June

30, 2005, as set forth in the column entitled "As Adjusted" under the

caption "Capitalization" (except, in each case, for subsequent issuances,

if any, pursuant to this Agreement, pursuant to reservations, agreements or

employee benefit plans referred to in the Offering Memorandum or pursuant

to the exercise of convertible securities or options referred to in the

Offering Memorandum). The shares of issued and outstanding capital stock of

the Company have been duly authorized and validly issued and are fully paid

and non-assessable; none of the outstanding shares of capital stock of the

Company was issued in violation of the preemptive or other similar rights

of any securityholder of the Company.

(x) Authorization of Agreement. This Agreement has been duly

authorized, executed and delivered by each of the Issuers.

(xi) Authorization of the Indenture. The Indenture has been duly

authorized by each of the Issuers and, when executed and delivered by the

Issuers and the Trustee, will constitute a valid and binding agreement of

the Issuers, enforceable against the Issuers in accordance with its terms,

except as the enforcement thereof may be limited by bankruptcy, insolvency

(including, without limitation, all laws relating to fraudulent

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transfers), reorganization, moratorium or similar laws affecting

enforcement of creditors' rights generally and except as enforcement

thereof is subject to general principles of equity (regardless of whether

enforceability is considered in a proceeding in equity or at law).

(xii) Authorization of the Registration Rights Agreement. The

Registration Rights Agreement has been authorized by each of the Issuers

and, when executed and delivered by each of the Issuers and the Initial

Purchaser, will constitute a valid and binding agreement of each of the

Issuers, enforceable against each of the Issuers in accordance with its

terms, except as the enforcement thereof may be limited by bankruptcy,

insolvency (including, without limitation, all laws relating to fraudulent

transfers), reorganization, moratorium or similar laws affecting

enforcement of creditors' rights generally and except as enforcement

thereof is subject to general principles of equity (regardless of whether

enforceability is considered in a proceeding in equity or at law).

(i) Authorization of the Securities. (A) Notes. The Notes have been

duly authorized and, at Closing Time, will have been duly executed by the

Company and, when authenticated, issued and delivered in the manner

provided for in the Indenture and delivered against payment of the purchase

price therefor as provided in this Agreement, will constitute valid and

binding obligations of the Company, enforceable against the Company in

accordance with their terms, except as the enforcement thereof may be

limited by bankruptcy, insolvency (including, without limitation, all laws

relating to fraudulent transfers), reorganization, moratorium or similar

laws affecting enforcement of creditors' rights generally and except as

enforcement thereof is subject to general principles of equity (regardless

of whether enforcement is considered in a proceeding in equity or at law),

and will be in the form contemplated by, and entitled to the benefits of,

the Indenture.

(B) Guarantees. The Guarantees have been duly and validly authorized

by the Guarantors and, when the Notes are issued, authenticated and

delivered by the Company against payment by the Initial Purchaser in

accordance with the terms of this Agreement and the Indenture, will be

legal, valid and binding obligations of the Guarantors, enforceable against

each of them in accordance with their terms, except as the enforcement

thereof may be limited by bankruptcy, insolvency (including, without

limitation, all laws relating to fraudulent transfers), reorganization,

moratorium or other similar laws affecting the enforcement of creditors'

rights generally and except as enforcement thereof is subject to general

principles of equity (regardless of whether enforcement is considered in a

proceeding in equity or at law), and will be in the form contemplated by,

and entitled to the benefits of, the Indenture.

(xiii) Description of the Securities, the Indenture and the

Registration Rights Agreement. As of Closing Time, the Securities, the

Indenture and the Registration Rights Agreement will conform in all

material respects to the respective statements relating thereto contained

in the Offering Memorandum.

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(xiv) Authorization and Description of Common Stock. The Common Stock

conforms to all descriptions relating thereto contained in the Offering

Memorandum, and such description conforms in all material respects to the

rights set forth in the instruments defining the same. Upon issuance and

delivery of the Securities in accordance with this Agreement and the

Indenture, the Securities will be convertible at the option of the holder

thereof into shares of Common Stock in accordance with the terms of the

Securities and the Indenture; the shares of Common Stock issuable upon

conversion of the Securities have been duly authorized and reserved for

issuance upon such conversion by all necessary corporate action and such

shares, when issued upon such conversion in accordance with the terms of

the Securities, will be validly issued and will be fully paid and

non-assessable; no holder of such shares will be subject to personal

liability by reason of being such a holder; and the issuance of such shares

upon such conversion will not be subject to the preemptive or other similar

rights of any securityholder of the Company.

(xv) Absence of Defaults and Conflicts. None of the Issuers nor any of

their Subsidiaries is in violation of its charter or by-laws or in default

in the performance or observance of any obligation, agreement, covenant or

condition contained in any contract, indenture, mortgage, deed of trust,

loan or credit agreement, note, lease or other agreement or instrument to

which the Company or any of its Subsidiaries is a party or by which it or

any of them may be bound, or to which any of the property or assets of the

Company or any Subsidiary is subject (collectively, "Agreements and

Instruments"), except for such defaults that would not result in a Material

Adverse Effect; and the execution, delivery and performance of this

Agreement and the consummation of the transactions contemplated in this

Agreement and in the Offering Memorandum (including, but not limited to,

the issuance and sale of the Securities and the use of the proceeds from

the sale of the Securities as described in the Offering Memorandum under

the caption "Use of Proceeds" and the issuance of the shares of Common

Stock issuable upon conversion of the Securities) and compliance by the

Company with its obligations under this Agreement, the Indenture, the

Registration Rights Agreement and the Securities have been duly authorized

by all necessary corporate action and do not and will not, whether with or

without the giving of notice or passage of time or both, conflict with or

constitute a breach of, or default or Repayment Event (as defined below)

under, or result in the creation or imposition of any lien, charge or

encumbrance upon any property or assets of the Company or any Subsidiary

pursuant to, the Agreements and Instruments (except for such conflicts,

breaches or defaults or liens, charges or encumbrances that would not

result in a Material Adverse Effect), nor will such action result in any

violation of the provisions of the charter or by-laws of the Company or any

Subsidiary or any applicable law, statute, rule, regulation, judgment,

order, writ or decree of any government, government instrumentality or

court, domestic or foreign, having jurisdiction over the Company or any of

its Subsidiaries or any of their assets, properties or operations. As used

herein, a "Repayment Event" means any event or condition which gives the

holder of any note, debenture or other evidence of indebtedness (or any

person acting on such holder's be-half) the right to require the

repurchase, redemption or repayment of all or a portion of such

indebtedness by the Company or any of its Subsidiaries.

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(xvi) Absence of Labor Dispute. Except as otherwise disclosed in the

Offering Memorandum, no labor dispute with the employees of the Company or

any Subsidiary exists or, to the knowledge of the Company, is imminent, and

the Company is not aware of any existing or imminent labor disturbance by

the employees of any of its or any Subsidiary's principal suppliers,

manufacturers, customers or contractors, which, in either case, may

reasonably be expected to result in a Material Adverse Effect.

(xvii) Absence of Proceedings. There is no action, suit, proceeding,

inquiry or investigation before or brought by any court or governmental

agency or body, domestic or foreign, now pending, or, to the knowledge of

the Company, threatened, against or affecting the Company or any

Subsidiary, which is required to be disclosed in the Offering Memorandum

(other than as disclosed in the Offering Memorandum), or which might

reasonably be expected to result in a Material Adverse Effect, or which

might reasonably be expected to materially and adversely affect the

properties or assets thereof or the consummation of the transactions

contemplated in this Agreement or the performance by the Company of its

obligations hereunder; the aggregate of all pending legal or governmental

proceedings to which the Company or any Subsidiary is a party or of which

any of their respective property or assets is the subject which are not

described in the Offering Memorandum, including ordinary routine litigation

incidental to the business, could not reasonably be expected to result in a

Material Adverse Effect.

(xviii) Possession of Intellectual Property. The Company and its

Subsidiaries own or possess, or can acquire on reasonable terms, adequate

licenses, patents, patent rights, inventions, copyrights, know-how

(including trade secrets and other unpatented and/or unpatentable

proprietary or confidential information, systems or procedures),

trademarks, service marks, trade names or other intellectual property or

other rights or similar interests (collectively, "Intellectual Property")

to carry on the business now operated by them or to be operated by them as

described in the Offering Memorandum except where the failure to possess

such licenses would not, singly or in the aggregate have a Material Adverse

Effect, and neither the Company nor any of its Subsidiaries has received

any notice or is otherwise aware of any infringement of or conflict with

asserted rights of others with respect to any Intellectual Property or of

any facts or circumstances which would render any Intellectual Property

invalid or inadequate to protect the interest of the Company or any of its

Subsidiaries therein, and which infringement or conflict (if the subject of

any unfavorable decision, ruling or finding) or invalidity or inadequacy,

singly or in the aggregate, would result in a Material Adverse Effect.

(xix) Absence of Further Requirements. No filing with, or

authorization, approval, consent, license, order, registration,

qualification or decree of, any court or governmental authority or agency

is necessary or required for the performance by each Issuer of its

obligations hereunder or under the Registration Rights Agreement or the

Indenture, in connection with the offering, issuance or sale of the

Securities hereunder, the issuance of shares of Common Stock upon

conversion of Securities or the consummation of the transactions

contemplated by this Agreement or the Offering Memorandum, or for the due

execution, delivery or performance by the Company of this Agreement, the

Registration Rights Agreement or the Indenture, or for the valid

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authorization, issuance, sale and delivery of the Securities, except such

as have been already obtained and or as may be required under the 1933 Act

or the 1933 Act Regulations or state securities or blue sky laws in

connection with the transactions contemplated in the Registration Rights

Agreement (including the filing of the Registration Statement by the

Issuers and the qualification of the Indenture under the Trust Indenture

Act of 1939, as amended (the "1939 Act")) and the listing of the Common

Stock issuable upon conversion of the Securities on the New York Stock

Exchange.

(xx) Possession of Licenses and Permits. The Company and its

Subsidiaries possess such permits, licenses, approvals, consents and other

authorizations (collectively, "Licenses") issued by the appropriate

federal, state, local or foreign regulatory agencies or bodies and third

parties, governmental or otherwise, necessary to conduct the business now

operated by them as described in the Offering Memorandum except where the

failure to possess such licenses would not, singly or in the aggregate,

have a Material Adverse Effect or as disclosed in the Offering Memorandum;

the Company and its Subsidiaries are in compliance with the terms and

conditions of all such Licenses, except where the failure so to comply

would not, singly or in the aggregate, have a Material Adverse Effect; all

of the Licenses are valid and in full force and effect, except when the

invalidity of such Licenses or the failure of such Licenses to be in full

force and effect would not singly or in the aggregate have a Material

Adverse Effect or as disclosed in the Offering Memorandum; and neither the

Company nor any of its Subsidiaries has received any notice of proceedings

relating to the revocation or modification of any such Licenses which,

singly or in the aggregate, if the subject of an unfavorable decision,

ruling or finding, would result in a Material Adverse Effect.

(xxi) Title to Property. The Company and its Subsidiaries have good

and marketable title to all real property owned by the Company and its

Subsidiaries and good title to all other properties owned by them, in each

case, free and clear of all mortgages, pledges, liens, security interests,

claims, restrictions or encumbrances of any kind except such as (a) are

described in the Offering Memorandum or (b) do not, singly or in the

aggregate, materially affect the value of such property and do not

interfere with the use made and proposed to be made of such property by the

Company or any of its Subsidiaries; and all of the leases and subleases

material to the business of the Company and its Subsidiaries, considered as

one enterprise, and under which the Company or any of its Subsidiaries

holds properties described in the Offering Memorandum, are in full force

and effect, and neither the Company nor any Subsidiary has any notice of

any material claim of any sort that has been asserted by anyone adverse to

the rights of the Company or any Subsidiary under any of the leases or

subleases mentioned above, or affecting or questioning the rights of the

Company or any Subsidiary to the continued possession of the leased or

subleased premises under any such lease or sublease.

(xxii) Investment Company Act. The Company is not, and upon the

issuance and sale of the Securities as herein contemplated and the

application of the net proceeds therefrom as described in the Offering

Memorandum will not be, an "investment

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company" or an entity "controlled" by an "investment company" as such terms

are defined in the Investment Company Act of 1940, as amended (the "1940

Act").

(xxiii) Environmental Laws. Except as described in the Offering

Memorandum and except as would not, singly or in the aggregate, result in a

Material Adverse Effect, (A) neither the Company nor any of its

Subsidiaries is in violation of any applicable federal, state, local or

foreign statute, law, rule, regulation, ordinance, code or rule of common

law or any judicial or administrative interpretation thereof, including any

judicial or administrative order, consent, decree or judgment relating to

pollution or protection of human health, the environment (including without

limitation, ambient air, surface water, ground water, land surface or

subsurface strata) or wildlife, including, without limitation, laws and

regulations relating to the release or threatened release of chemicals,

pollutants, contaminants, wastes, toxic substances, hazardous substances,

petroleum or petroleum products (collectively, "Hazardous Materials") or to

the manufacture, processing, distribution, use, treatment, storage,

disposal, transport or handling of Hazardous Materials (collectively,

"Environmental Laws"), (B) the Company and its Subsidiaries have all

permits, authorizations and approvals required under any applicable

Environmental Laws and are each in compliance with their requirements, (C)

there are no pending or threatened administrative, regulatory or judicial

actions, suits, demands, demand letters, claims, liens, notices of

noncompliance or violation, investigations or proceedings relating to any

Environmental Law against the Company or any of its Subsidiaries and (D)

there are no events or circumstances that might reasonably be expected to

form the basis of an order for clean-up or remediation, or an action, suit

or proceeding by any private party or governmental body or agency, against

or affecting the Company or any of its Subsidiaries relating to any

Environmental Laws.

(xxiv) Registration Rights. Except as disclosed in the Offering

Memorandum, there are no persons with registration rights or other similar

rights to have any securities registered by the Company under the 1933 Act.

The foregoing sentence shall not apply to (A) the American Transportation

Safety Board and (B) AVSA, S.A.R.L. and its affiliates.

(xxv) Restricted Stockholders. The persons listed on Schedule C hereto

include all directors and officers of the Company.

(xxvi) Statistical and Market-Related Data. The statistical and

market-related data included in the Offering Memorandum are based on or

derived from sources which the Company believes to be reliable and accurate

in all material respects or represent the Company's good faith estimates

made on the basis of data derived from such sources.

(xxvii) ERISA. Each employee benefit plan, within the meaning of

Section 3(3) of the Employee Retirement Income Security Act of 1974, as

amended ("ERISA"), that is maintained, administered or contributed to by

the Company or any of its Subsidiaries for employees or former employees of

the Company and its Subsidiaries has been maintained in compliance with its

terms and the requirements of any applicable statutes, orders, rules and

regulations, including but not limited to ERISA and the Internal Revenue

Code of

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<PAGE>

1986, as amended (the "Code"), except to the extent that any failure to

maintain, administer or contribute to any such plan would not reasonably be

expected to result in a Material Adverse Effect. No prohibited transaction,

within the meaning of Section 406 of ERISA or Section 4975 of the Code, has

occurred with respect to any such plan excluding transactions effected

pursuant to a statutory or administrative exemption, except to the extent

that any such occurrence would not reasonably be expected to result in a

Material Adverse Effect. For each such plan which is subject to the funding

rules of Section 412 of the Code or Section 302 of ERISA, no "accumulated

funding deficiency" as defined in Section 412 of the Code has been

incurred, whether or not waived, and the fair market value of the assets of

each such plan (excluding for these purposes accrued but unpaid

contributions) exceeds the present value of all benefits accrued under such

plan determined using reasonable actuarial assumptions.

(xxviii) Tax Returns and Payment of Taxes. The Company and its

Subsidiaries have timely filed all federal, state, local and foreign tax

returns that are required to be filed or have duly requested extensions

thereof and all s

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