exv10w2



 





Exhibit 10.2




AMENDMENT NO. 3 TO AMENDED AND RESTATED

PURCHASE AGREEMENT DCT-021/03



This Amendment No. 3 to the Amended and Restated Purchase Agreement DCT-021/03, dated as of August
15, 2007 (“Amendment No. 3”) relates to the Amended and Restated Purchase Agreement DCT-021/03 (the
“Purchase Agreement”) between Embraer — Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and US
Airways Group, Inc. (“Buyer”) dated June 13, 2006, as amended from time to time (collectively
referred to herein as “Agreement”). This Amendment No. 3 is between Embraer and Buyer,
collectively referred to herein as the “Parties”.



This Amendment No. 3 sets forth additional agreements between Embraer and Buyer with respects to
the matters set forth herein.



Except as otherwise provided for herein, all terms of the Purchase Agreement shall remain in full
force and effect. All capitalized terms used in this Amendment No. 3 which are not defined herein
shall have the meaning given in the Purchase Agreement. In the event of any conflict between this
Amendment No. 3 and the Purchase Agreement, the terms, conditions and provisions of this Amendment
No. 3 shall control.



WHEREAS, Embraer and Buyer have agreed to revise the Contractual Delivery Month of the Additional
Aircraft and Option Aircraft; and



WHEREAS, Embraer and Buyer have agreed to include coat hooks in the first class cabin of each
Aircraft and revise the unit Aircraft Basic Price accordingly.



NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged, Embraer and Buyer
hereby agree as follows:




1. Additional Aircraft delivery schedule:



1.1 Article 1.2 of Attachment “E” to the Purchase Agreement shall be deleted and replaced by the
following:



“1.2 Additional Aircraft, subject to confirmation by Buyer




	 	 	 	 	 
	Additional	 	Contractual Delivery	 	 
	Aircraft #	 	Month	 	Block #
	26**

	 	**	 	 
	27

	 	**	 	 
	28

	 	**
	 	**
	29

	 	**	 	 
	30

	 	**	 	 
	31**

	 	**	 	 
	32

	 	**	 	 
	33

	 	**
	 	**
	34

	 	**	 	 
	35

	 	**	 	 






 




** Confidential
treatment requested. 

Amendment
No. 3 to Purchase Agreement DCT-021/03

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	Additional	 	Contractual Delivery	 	 
	Aircraft #	 	Month	 	Block #
	36**

	 	**	 	 
	37

	 	**	 	 
	38

	 	**
	 	**
	39

	 	**	 	 
	40

	 	**	 	 
	41**

	 	**	 	 
	42

	 	**	 	 
	43

	 	**
	 	**
	44

	 	**	 	 
	45

	 	**	 	 
	46**

	 	**	 	 
	47

	 	**	 	 
	48

	 	**
	 	**
	49

	 	**	 	 
	50

	 	**	 	 
	51**

	 	**
	 	
	52

	 	**	 	 
	53

	 	**
	 	**
	53

	 	**	 	 
	55

	 	**	 	 
	56**

	 	**
	 	**
	57

	 	**	 	 





Buyer to provide confirmation to Embraer of its intention to purchase each block of Additional
Aircraft (above identified as of Block ** ) ** before the Contractual Delivery Month of the first
aircraft in each block of Additional Aircraft. **.



Notwithstanding the terms of the preceding paragraph and the provisions of Article 21.1 and of the
Purchase Agreement, Block #1 shall be confirmed by Buyer on or before **.”



1.2 Article 21.1 of the Purchase Agreement shall be revised on the second line of such article by
substituting the date of ** for the date of **.




2. Option Aircraft delivery schedule:



2.1 Article 2 of Attachment “E” to the Purchase Agreement shall be deleted and replaced by the
following:



“2. Option Aircraft Delivery Schedule




 



** Confidential
treatment requested. 

Amendment
No. 3 to Purchase Agreement DCT-021/03



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Optional Aircraft




	 	 	 
	Optional	 	Contractual Delivery
	Aircraft #	 	Month
	1

	 	**
	2

	 	**
	3

	 	**
	4

	 	**
	5

	 	**
	6

	 	**
	7

	 	**
	8

	 	**
	9

	 	**
	10

	 	**
	11

	 	**
	12

	 	**
	13

	 	**
	14

	 	**
	15

	 	**
	16

	 	**
	17

	 	**
	18

	 	**
	19

	 	**
	20

	 	**






3. Coat Hooks in first class cabin



Each Aircraft shall be delivered with coat hooks installed in the first class cabin. The weight
impact in the equipped empty weight (EEW) of each aircraft is negligible. The Aircraft Basic Price
of each Aircraft shall be increased by US$ ** United States dollars) in ** economic conditions.




4. Aircraft Basic Price



4.1 Article 3.1 of the Purchase Agreement shall be deleted and replaced by the following:



“3.1 Buyer agrees to pay Embraer, in United States dollars, the following unit Aircraft Basic
Price in ** economic conditions:




	 	 	 	 	 
	EMBRAER 190 Initial Aircraft
	 	US$ **
	EMBRAER 190 Additional Aircraft
	 	US$ **





4.2 The unit Option Aircraft Basic Price of US$ ** in Article 21.3 of the Purchase Agreement shall
be deleted and replaced by US$ **.




 



** Confidential
treatment requested. 

Amendment
No. 3 to Purchase Agreement DCT-021/03



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5. Miscellaneous



All other terms and conditions of the Purchase Agreement which are not specifically amended or
modified by this Amendment No. 3, shall remain in full force and effect without any change.




 



** Confidential
treatment requested. 

Amendment
No. 3 to Purchase Agreement DCT-021/03



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IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and
executed this Amendment No. 3 to Purchase Agreement to be effective as of the date first written
above.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EMBRAER — Empresa Brasileire de
Aeronáutica S.A.	 	 	 	US Airways Group, Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 	 	By:	 	/s/ Thomas T. Weir	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:
	 	Thomas T. Weir
	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 	 	Date: 8/15/07	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 	 	Place: Tempe, Arizona USA	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 	 	 	 	 
	Date:	 	 	 	 	 	 	 	 	 	 	 	 
	Place:	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Witness:	 	 	 	 	 	 	 	Witness:	 	/s/ Ann F. Halton	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Name:	 	 	 	 	 	 	 	Name: Ann F. Halton	 	 
	 

	 	 	 	 

	 	 	 	 	 	 	 	 	 	 






 



** Confidential
treatment requested. 

Amendment
No. 3 to Purchase Agreement DCT-021/03




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