Confidential Treatment
Requested
Amended and Restated Airbus A320
Family Aircraft Purchase Agreement
dated as of October 2,
2007
This Amendment
No. 4 to the Amended and Restated Airbus A320 Family Aircraft
Purchase Agreement between Airbus S.A.S. and US Airways, Inc. (the
“ Amendment ”) is entered into as of August 11,
2009, by and between Airbus S.A.S., a société par
actions simplifiée, organized and existing under the
laws of the Republic of France, having its registered office
located at 1, rond-point Maurice Bellonte, 31700 Blagnac, France
(the “ Seller ”), and US Airways, Inc., a
corporation organized and existing under the laws of the State of
Delaware, United States of America, having its principal corporate
offices located at 111 West Rio Salado Parkway, Tempe, Arizona
85281, U.S.A.(the “ Buyer ”);
WHEREAS, the
Buyer and the Seller have entered into an Amended and Restated
Airbus A320 Family Purchase Agreement, dated as of October 2,
2007, which agreements, as previously amended by and supplemented
with all Exhibits Appendices Letter Agreements and amendments,
including Amendment No. 1 dated as of January 11, 2008
Amendment No. 2 dated as of October 20, 2008 and
Amendment No. 3 dated as of January 16, 2009 (the “
Agreement ”) relates to the sale by the Seller and the
purchase by the Buyer of certain Airbus single-aisle
aircraft;
WHEREAS the
Buyer and the Seller agree and acknowledge the cancellation of the
fifteen (15) A318 Aircraft which were cancelled as of
February 1, 2009; and
WHEREAS, the
Buyer wishes to exercise its conversion rights with respect to one
(1) New A319 Aircraft scheduled for delivery *****.
NOW, THEREFORE,
IT IS AGREED AS FOLLOWS:
Capitalized
terms used herein and not otherwise defined in this Amendment will
have the meanings assigned to them in the Agreement. The terms
“herein,” “hereof,” and
“hereunder” and words of similar import refer to this
Amendment.
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*****
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Confidential portions of the material have been
omitted and filed separately with the Securities and Exchange
Commission.
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Confidential Treatment
Requested
The Buyer and
the Seller hereby confirm that the fifteen (15) A318 Aircraft
are cancelled pursuant to the terms of Letter Agreement No. 3
to the Agreement.
Pursuant to the
terms of Letter Agreement No. 3 to the Agreement, the Buyer
hereby irrevocably exercises its right to convert one (1) New
A319 Aircraft to one (1) Converted New A320 Aircraft as
follows:
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3.1
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One (1) New A319 Aircraft with
***** is converted to one (1) Converted New A320 Aircraft with
*****.
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3.2
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Exhibit B to Amendment
No. 1 to the Agreement is deleted in its entirety and replaced
with Exhibit B attached to this Amendment summarizing
conversions as of the date hereof.
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The delivery
schedule table set forth in Clause 9.1.1 of the Agreement is
deleted in its entirety and replaced with the delivery schedule
table below between the QUOTE and the UNQUOTE:
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Rank
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*****
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Aircraft
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*****
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*****
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Year
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1
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*****
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*****
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*****
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2008
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2
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*****
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*****
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*****
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2008
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3
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*****
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*****
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*****
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2008
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4
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*****
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*****
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*****
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2008
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5
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*****
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*****
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*****
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2008
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6
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*****
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*****
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*****
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2009
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7
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*****
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*****
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*****
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2009
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8
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*****
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*****
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*****
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2009
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9
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*****
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*****
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*****
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2009
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10
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*****
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*****
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*****
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2009
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11
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*****
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*****
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*****
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2009
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12
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*****
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*****
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*****
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2009
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13
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*****
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*****
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*****
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2009
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14
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*****
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Converted Original A321 Aircraft
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*****
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*****
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2009
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15
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*****
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*****
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*****
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2009
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16
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*****
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Converted Original A321 Aircraft
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*****
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*****
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2009
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17
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*****
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Converted Original A321 Aircraft
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*****
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*****
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2009
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18
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*****
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Converted Original A321 Aircraft
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*****
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*****
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2009
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19
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*****
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*****
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*****
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2009
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20
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*****
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Converted Original A321 Aircraft
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*****
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*****
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2009
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21
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*****
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Converted Original A320 Aircraft
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*****
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*****
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2009
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22
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*****
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Converted Original A321 Aircraft
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*****
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*****
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2009
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*****
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Confidential portions of the material have been
omitted and filed separately with the Securities and Exchange
Commission.
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Confidential Treatment
Requested
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Rank
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*****
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Aircraft
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*****
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*****
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Year
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23
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*****
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Converted Original A321 Aircraft
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*****
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*****
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2009
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24
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*****
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Converted Original A320 Aircraft
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*****
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*****
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2009
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25
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*****
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Converted Original A321 Aircraft
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*****
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*****
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20
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