Exhibit 10.4

Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted text has been has been marked with a
triple asterisk ("***") and has been filed separately with the Securities
and Exchange Commission.



                    AIRBUS A330/A340 PURCHASE AGREEMENT

                       Dated as of November 24, 1998

                                  between

                              AVSA, S.A.R.L.,

                                   Seller

                                    and


                          US Airways Group, Inc.,

                                   Buyer



                              C O N T E N T S


         CLAUSES                    TITLE


          0                         PURCHASE AGREEMENT

          1                         DEFINITIONS

          2                         SALE AND PURCHASE

          3                         CHANGES

          4                         PRICE

          5                         PRICE REVISION

          6                         PAYMENT TERMS

          7                         PLANT REPRESENTATIVES - INSPECTION

          8                         BUYER'S ACCEPTANCE

          9                         DELIVERY

         10                         EXCUSABLE DELAY

         11                         INEXCUSABLE DELAY

         12                         WARRANTIES AND SERVICE LIFE POLICY

         13                         PATENT INDEMNITY

         14                         TECHNICAL PUBLICATIONS

         15                         CUSTOMER ASSISTANCE

         16                         TRAINING AND TRAINING AIDS

         17                         VENDORS' PRODUCT SUPPORT

         18                         BUYER FURNISHED EQUIPMENT AND DATA

         19                         ASSIGNMENT

         20                         DATA RETRIEVAL

         21                         TERMINATION FOR CERTAIN EVENTS

         22                         MISCELLANEOUS PROVISIONS



         EXHIBITS                   TITLE


         EXHIBIT "A-1"     A330-200 AIRCRAFT SPECIFICATION

         EXHIBIT "A-2"     A330-300 AIRCRAFT SPECIFICATION

         EXHIBIT "A-3"     A340-200 AIRCRAFT SPECIFICATION

         EXHIBIT "A-4"     A340-300 AIRCRAFT SPECIFICATION

         EXHIBIT "B"       [INTENTIONALLY LEFT BLANK]

         EXHIBIT "C"       SCN FORM

         EXHIBIT "D"       SELLER SERVICE LIFE POLICY

         EXHIBIT "E"       CERTIFICATE OF ACCEPTANCE

         EXHIBIT "F"       TECHNICAL PUBLICATIONS

         EXHIBIT "G"       AIRFRAME PRICE REVISION FORMULA

         EXHIBIT "H-1"     PRATT & WHITNEY PRICE REVISION FORMULA FOR
                           A330-200 AND A330-300 AIRCRAFT

         EXHIBIT "H-2"     CFM INTERNATIONAL PRICE REVISION FORMULA FOR
                           A340-200 AND A340-300 AIRCRAFT




                     P U R C H A S E  A G R E E M E N T


This agreement is made this 24 day of November 1998


between
                  AVSA, a societe a responsabilite limitee organized and
                  existing under the laws of the Republic of France, having
                  its registered office located at

                  2, rond-point Maurice Bellonte
                  31700 BLAGNAC
                  FRANCE

                  (hereinafter referred to as the "Seller")

and

                  US Airways Group, Inc. a corporation organized and
                  existing under the laws of the State of Delaware, United
                  States of America, having its executive offices located
                  at

                  2345 Crystal Drive
                  Arlington, VA   22227

                  (hereinafter referred to as the "Buyer")


WHEREAS,


a)       the Buyer wishes to purchase and the Seller is willing to sell up
         to thirty (30) Airbus Industrie aircraft, upon the terms and
         conditions herein provided; and

b)       the Seller is a sales subsidiary of Airbus Industrie, G.I.E., and
         will purchase the A330 and A340 model aircraft from Airbus
         Industrie, G.I.E., for resale to the Buyer.


NOW THEREFORE IT IS AGREED AS FOLLOWS:


1 -               DEFINITIONS

                  For all purposes of this agreement, except as otherwise
                  expressly provided or unless the context otherwise
                  requires, the following terms will have the following
                  meanings:

                  A319/A320/A321 Agreement - the A319/A320/A321 Purchase
                  Agreement originally executed as of October 31, 1997,
                  including all exhibits, appendices and letter agreements
                  attached or otherwise incorporated therein and all SCNs,
                  as the same has been and may in the future be amended or
                  modified (whether by formal amendment, letter,
                  correspondence or otherwise in writing) from time to
                  time, and in effect from time to time.

                  A330 Aircraft - any or all A330-200 Aircraft and A330-300
                  Aircraft.

                  A330-200 Aircraft - any or all of the Firm A330-200
                  Aircraft, Reconfirmable A330-200 Aircraft and Additional
                  Aircraft that the Buyer selects as A330-200 aircraft and
                  Aircraft that the Buyer converts into A330-200 aircraft
                  to be purchased by the Seller and sold to the Buyer
                  pursuant to this Agreement, together with all components,
                  equipment, parts and accessories installed in or on such
                  aircraft and the Propulsion Systems installed thereon
                  upon delivery.

                  A330-300 Aircraft - any or all of the Firm A330-300
                  Aircraft, Reconfirmable A330-300 Aircraft and Additional
                  Aircraft that the Buyer selects as A330-300 aircraft and
                  Aircraft that the Buyer converts into A330-300 aircraft
                  to be purchased by the Seller and sold to the Buyer
                  pursuant to this Agreement, together with all components,
                  equipment, parts and accessories installed in or on such
                  aircraft and the Propulsion Systems installed thereon
                  upon delivery.

                  A340 Aircraft - any or all A340-200 Aircraft and A340-300
                  Aircraft.

                  A340-200 Aircraft - any or all of the Firm A340-200
                  Aircraft, Reconfirmable A340-200 Aircraft and Additional
                  Aircraft that the Buyer selects as A340-200 aircraft and
                  Aircraft that the Buyer converts into A340-200 aircraft
                  to be purchased by the Seller and sold to the Buyer
                  pursuant to this Agreement, together with all components,
                  equipment, parts and accessories installed in or on such
                  aircraft and the Propulsion Systems installed thereon
                  upon delivery.

                  A340-300 Aircraft - any or all of the Firm A340-300
                  Aircraft, Reconfirmable A340-300 Aircraft and Additional
                  Aircraft that the Buyer selects as A340-300 aircraft and
                  Aircraft that the Buyer converts into A340-300 aircraft
                  to be purchased by the Seller and sold to the Buyer
                  pursuant to this Agreement, together with all components,
                  equipment, parts and accessories installed in or on such
                  aircraft and the Propulsion Systems installed thereon
                  upon delivery.

                  A330-200 Airframe - any A330-200 Aircraft, excluding the
                  Propulsion Systems therefor.

                  A330-300 Airframe - any A330-300 Aircraft, excluding the
                  Propulsion Systems therefor.

                  A340-200 Airframe - any A340-200 Aircraft, excluding the
                  Propulsion Systems therefor.

                  A340-300 Airframe - any A340-300 Aircraft, excluding the
                  Propulsion Systems therefor.

                  Additional Aircraft - up to sixteen (16) A330-300,
                  A330-200, A340-300 and/or A340-200 model aircraft other
                  than Firm Aircraft and Reconfirmable Aircraft that may be
                  purchased by the Seller and sold to the Buyer pursuant to
                  this Agreement, together with all components, equipment,
                  parts and accessories installed in or on such aircraft
                  and the Propulsion Systems installed thereon upon
                  delivery.

                  Affiliate - with respect to any person or entity, any
                  other person or entity directly or indirectly
                  controlling, controlled by or under common control with
                  such person or entity, not including any of the
                  Associated Contractors.

                  Agreement - this Airbus A330/A340 Purchase Agreement,
                  including all exhibits, appendices and letter agreements
                  attached or otherwise incorporated herein and all SCNs,
                  as the same may be amended or modified (whether by formal
                  amendment, letter, correspondence or otherwise in
                  writing) from time to time, and in effect from time to
                  time.

                  Aircraft - any or all of the A330 Aircraft and A340
                  Aircraft to be purchased by the Seller and sold to the
                  Buyer pursuant to this Agreement, together with all
                  components, equipment, parts and accessories installed in
                  or on such aircraft and the Propulsion Systems installed
                  thereon upon delivery.

                  Airframe - any Aircraft, excluding the Propulsion Systems
                  therefor.

                  Airframe Price Revision Formula - the formula set forth
                  in Exhibit "G" of this Agreement.

                  ASC - Airbus Service Company, Inc., a corporation
                  organized and existing under the laws of the State of
                  Delaware, having its registered office located at 198 Van
                  Buren Street, Suite 300, Herndon, VA 20170, or any
                  successor thereto.

                  Associated Contractors - collectively, the members and,
                  for certain purposes, subcontractors of the Manufacturer
                  from time to time, which members presently are:

                  (1)      AEROSPATIALE, SOCIETE NATIONALE INDUSTRIELLE
                           ("Aerospatiale"), whose principal office is at
                           37, Boulevard de Montmorency 
                           75016 Paris 
                           France

                  (2)      BRITISH AEROSPACE (OPERATIONS) LTD, whose
                           principal office is at 
                           Warwick House
                           PO Box 87
                           Farnborough Aerospace Centre
                           Farnborough
                           Hants GU14 6YU
                           England

                  (3)      CONSTRUCCIONES AERONAUTICAS, S.A., whose principal 
                           office is at
                           404 Avenida de Aragon
                           28022 Madrid
                           Spain

                  (4)      DAIMLER-BENZ AEROSPACE AIRBUS, GmbH, whose principal
                           office is at
                           Kreetslag 10
                           Postfach 95 01 09
                           21111 Hamburg
                           Germany

                  ATA Specification 100 - the specification issued by the
                  Air Transport Association of America relating to
                  manufacturers' technical data.

                  ATA Specification 101 - the specification issued by the
                  Air Transport Association of America relating to ground
                  equipment technical data.

                  ATA Specification 102 - the specification issued by the
                  Air Transport Association of America relating to software
                  programs.

                  ATA Specification 200 - the specification issued by the
                  Air Transport Association of America relating to
                  integrated data processing.

                  ATA Specification 300 - the specification issued by the
                  Air Transport Association of America relating to the
                  packaging of spare parts shipments.

                  ATA Specification 2000 - the specification issued by the
                  Air Transport Association of America relating to an
                  industry-wide communication system linking suppliers and
                  users for the purposes of spares provisioning,
                  purchasing, order administration, invoicing and
                  information or data exchange.

                  ATA Specification 2100 - the specification issued by the
                  Air Transport Association of America relating to the
                  standards for the presentation of technical information
                  prepared as digital media (magnetic tape or CD ROM).

                  Base Price - for any Aircraft, Airframe or Propulsion
                  Systems, as defined in Subclause 4.1 of this Agreement.

                  Buyer Furnished Equipment - for any Aircraft, all the
                  items of equipment that will be furnished by the Buyer
                  and installed in the Aircraft by the Seller, as defined
                  in the Specification.

                  Commercial Constraints - means delivery positions that
                  are not available solely because they are under offer to
                  another customer or because they would require
                  unreasonably expensive modifications to meet the
                  Specification.

                  Courseware - computer-based-training programs developed
                  and owned or licensed by the Seller in conjunction with
                  the Buyer's training programs.

                  Customer Originated Changes - as defined in Subclause
                  14.5.3 of this Agreement.

                  Deposit - as defined in Subclause 6.2.4 of this
                  Agreement.

                  Development Changes - as defined in Subclause 3.2 of this
                  Agreement.

                  DGAC - the Direction Generale de l'Aviation Civile of
                  France, or any successor agency thereto.

                  Excusable Delay - as defined in Subclause 10.1 of this
                  Agreement.

                  FAA - the U.S. Federal Aviation Administration, or any
                  successor agency thereto.

                  Failure - as defined in Subclause 12.2 of this Agreement.

                  Final Contract Price - as defined in Subclause 4.2 of
                  this Agreement.

                  Firm A330-200 Aircraft - any or all of the Firm A330-300
                  Aircraft that the Buyer converts into A330-200 aircraft
                  to be purchased by the Seller and sold to the Buyer
                  pursuant to this Agreement, together with all components,
                  equipment, parts and accessories installed in or on such
                  aircraft and the Propulsion Systems installed thereon
                  upon delivery.

                  Firm A330-300 Aircraft - any or all of the seven (7) firm
                  A330-300 aircraft for which the delivery schedule is set
                  forth in Subclause 9.1.1 hereof to be purchased by the
                  Seller and sold to the Buyer pursuant to this Agreement,
                  together with all components, equipment, parts and
                  accessories installed in or on such aircraft and the
                  Propulsion Systems installed thereon upon delivery.

                  Firm A340-200 Aircraft - any or all of the Firm A330-300
                  Aircraft that the Buyer converts into A340-200 aircraft
                  to be purchased by the Seller and sold to the Buyer
                  pursuant to this Agreement, together with all components,
                  equipment, parts and accessories installed in or on such
                  aircraft and the Propulsion Systems installed thereon
                  upon delivery.

                  Firm A340-300 Aircraft - any or all of the Firm A330-300
                  Aircraft that the Buyer converts into A340-300 aircraft
                  to be purchased by the Seller and sold to the Buyer
                  pursuant to this Agreement, together with all components,
                  equipment, parts and accessories installed in or on such
                  aircraft and the Propulsion Systems installed thereon
                  upon delivery.

                  Firm Aircraft - any or all of the Firm A330-200 Aircraft,
                  Firm A330-300 Aircraft, Firm A340-200 and Firm A340-300
                  Aircraft to be purchased by the Seller and sold to the
                  Buyer pursuant to this Agreement, together with all
                  components, equipment, parts and accessories installed in
                  or on such aircraft and the Propulsion Systems installed
                  thereon upon delivery.

                  Industrial Constraints - means delivery positions that
                  are not physically available, because production capacity
                  limits have been reached.

                  Inexcusable Delay - as defined in Subclause 11.1 of this
                  Agreement.

                  In-house Warranty - as referred to in Subclause 12.1.7 of
                  this Agreement.

                  In-house Warranty Labor Rate - as defined in Subclause
                  12.1.7(v) of this Agreement.

                  Interface Problem - as defined in Subclause 12.4.1 of
                  this Agreement.

                  Item - as defined in Subclause 12.2 of this Agreement.

                  LIBOR - for each stated interest period, the rate for
                  deposits in US dollars being quoted to prime banks in the
                  London Interbank Market for such an interest period, at
                  11:00 a.m., London time, on the day that is two (2) days
                  (other than a Saturday, Sunday or a day that is a legal
                  holiday or a day on which banking institutions are
                  authorized to close in the City of New York, New York,
                  London, England, or Paris, France) before the first day
                  of an interest period. Such rate may be displayed on the
                  Reuters Screen LIBO Page, the Bloomberg LIBOR screen, or
                  in the Wall Street Journal or The Financial Times. The
                  Buyer and Seller will consult these sources and agree on
                  the rate. In the event that agreement cannot be reached,
                  if at least two (2) such offered rates appear on the
                  Reuters Screen LIBO Page, the rate for that interest
                  period will be the arithmetic mean of such offered rates
                  rounded to the nearest basis point (0.5 rounds to 1),
                  otherwise the rate for that interest period will be
                  "LIBOR" as quoted by National Westminster Bank, plc.
                  "Reuters Screen LIBO Page" means the display designated
                  as page "LIBO" on the Reuters Monitor Money Rates Service
                  (or any successor to such page or service).

                  Manufacturer - Airbus Industrie, a "Groupement d'Interet
                  Economique" established under "Ordonnance" No. 67-821
                  dated September 23, 1967, of the Republic of France.

                  Material - "Material" will comprise: (a) Seller Parts, it
                  being expressly understood that Seller Parts will not
                  include parts manufactured pursuant to a Parts
                  Manufacturing Authority, (b) Vendor Parts classified as
                  rotable line replacement units, (c) Vendor Parts
                  classified as expendable line maintenance parts, (d)
                  ground support equipment (GSE) and special-to-type tools,
                  (e) hardware and standard material, and (f) consumables
                  and raw material.

                  Material Breach - as defined in Subclause 21.1 of this
                  Agreement.

                  Predelivery Payment - any payment made against the Final
                  Contract Price of an Aircraft, the expected schedule for
                  which is set forth in Subclause 6.2.2 of this Agreement.

                  Predelivery Payment Reference Price - as defined in
                  Subclause 6.2.3 of this Agreement.

                  Product Support Agreements - as referred to in Subclause
                  17.1.1 of this Agreement.

                  Propulsion Systems - the (i) two (2) powerplants
                  manufactured by Pratt & Whitney, to be installed on an
                  A330 Aircraft at delivery, or (ii) four (4) powerplants
                  manufactured by CFM International, to be installed on an
                  A340 Aircraft at delivery, each composed of (x) the
                  powerplant (as such term is defined in Chapters 70-80 of
                  ATA Specification 100 (Revision 21), but limited to the
                  equipment, components, parts and accessories included in
                  the powerplant, as so defined) and (y) thrust reversers
                  and nacelles that have been sold to the Manufacturer by
                  Pratt & Whitney or CFM International, as applicable.

                  Qualifying Affiliate - as defined in Subclause 19.5 of
                  this Agreement.

                  Reconfirmable A330-200 Aircraft - any or all of the
                  Reconfirmable A330-300 Aircraft that the Buyer converts
                  into A330-200 aircraft to be purchased by the Seller and
                  sold to the Buyer pursuant to this Agreement, together
                  with all components, equipment, parts and accessories
                  installed in or on such aircraft and the Propulsion
                  Systems installed thereon upon delivery.

                  Reconfirmable A330-300 Aircraft - any or all of the seven
                  (7) reconfirmable A330-300 aircraft for which the
                  delivery schedule is set forth in Subclause 9.1.1 hereof
                  to be purchased by the Seller and sold to the Buyer
                  pursuant to this Agreement, together with all components,
                  equipment, parts and accessories installed in or on such
                  aircraft and the Propulsion Systems installed thereon
                  upon delivery.

                  Reconfirmable A340-200 Aircraft - any or all of the
                  Reconfirmable A330-300 Aircraft that the Buyer converts
                  into A340-200 aircraft to be purchased by the Seller and
                  sold to the Buyer pursuant to this Agreement, together
                  with all components, equipment, parts and accessories
                  installed in or on such aircraft and the Propulsion
                  Systems installed thereon upon delivery.

                  Reconfirmable A340-300 Aircraft - any or all of the
                  Reconfirmable A330-300 Aircraft that the Buyer converts
                  into A340-300 aircraft to be purchased by the Seller and
                  sold to the Buyer pursuant to this Agreement, together
                  with all components, equipment, parts and accessories
                  installed in or on such aircraft and the Propulsion
                  Systems installed thereon upon delivery.

                  Reconfirmable Aircraft - any or all of the Reconfirmable
                  A330-200 Aircraft, Reconfirmable A330-300 Aircraft,
                  Reconfirmable A340-200 Aircraft and Reconfirmable
                  A340-300 Aircraft that may be purchased by the Seller and
                  sold to the Buyer pursuant to this Agreement, together
                  with all components, equipment, parts and accessories
                  installed in or on such aircraft and the Propulsion
                  Systems installed thereon upon delivery.

                  RFC - as defined in Subclause 3.3 of this Agreement.

                  SCN - as defined in Subclause 3.1 of this Agreement.

                  Seller Parts - industrial proprietary components,
                  equipment, accessories or parts of the Manufacturer
                  manufactured to the detailed design of the Manufacturer
                  or a subcontractor of it and bearing official part
                  numbers of the Manufacturer or material for which the
                  Seller has exclusive sales rights in the United States of
                  America.

                  Service Life Policy - as referred to in Subclause 12.2 of
                  this Agreement.

                  Specifications - as defined in Subclause 2.2 of this
                  Agreement.

                  Standard Specifications - as defined in Subclause 2.2 of
                  this Agreement.

                  Technical Publications - as defined in Subclause 14.1 of
                  this Agreement.

                  Training - as defined in Subclause 16.1 of this
                  Agreement.

                  Training Conference - as defined in Subclause 16.2.1 of
                  this Agreement.

                  Vendor - each manufacturer of Vendor Parts.

                  Vendor Component - as defined in Subclause 12.4.3 of this
                  Agreement.

                  Vendor Parts - any equipment, component, accessory, or
                  part installed in or intended to be installed in an
                  Aircraft, other than Warranted Parts, Propulsion Systems
                  and Buyer Furnished Equipment.

                  Warranted Part - as defined in Subclause 12.1.1 of this
                  Agreement.

                  Warranty Claim - as defined in Subclause 12.1.6(iv) of
                  this Agreement.

                  Working Day - with respect to any action to be taken
                  hereunder, a day other than a Saturday, Sunday or other
                  day designated as a legal holiday in the jurisdiction in
                  which such action is required to be taken, provided that
                  for purposes of determining when any notice or election,
                  any payment or any delivery of any Aircraft is required
                  to be made, "Working Days" will mean any day other than a
                  Saturday, Sunday or other day designated as a legal
                  holiday or on which banks are permitted to be closed in
                  (a) Toulouse, France, (b) New York, New York or (c) any
                  other location where applicable United States federal
                  offices (such as those of the FAA) are located.

                  The terms "herein," "hereof" and "hereunder" and other
                  words of similar import refer to this Agreement, and not
                  a particular Clause thereof.

                  The term "including" as used in this Agreement means
                  "including, without limitation," unless otherwise
                  specified or unless the context otherwise requires.

                  Technical and trade items not otherwise defined herein
                  will have the meanings assigned to them as generally
                  accepted in the aircraft manufacturing industry.


2 -               SALE AND PURCHASE

2.1               General

                  The Seller will cause to be manufactured and will sell
                  and deliver, and the Buyer will buy and take delivery of,
                  the Aircraft subject to the terms and conditions
                  contained in this Agreement.

2.2               Specification Documents

                  Each Aircraft will be manufactured, and when delivered
                  will be in accordance with the Specification for such
                  Aircraft:

                  (i)      in respect of the A330-200 Aircraft, Standard
                           Specification Document No. G.000.02000, Issue 3,
                           dated October 15, 1996, with an MTOW of 230
                           tonnes (the "A330-200 Standard Specification"),

                  (ii)     in respect of A330-300 Aircraft, Standard
                           Specification Document No. G.000.03000, Issue 6,
                           dated October 15, 1996, with an MTOW of 230
                           tonnes (the "A330-300 Standard Specification"),

                  (iii)    in respect of A340-200 Aircraft, Standard
                           Specification Document No. F.000.02000, Issue 6,
                           dated January 15, 1997, with an MTOW of 275
                           tonnes (the "A340-200 Standard Specification"),

                  (iv)     in respect of A340-300 Aircraft, Standard
                           Specification, Document No. F.000.03000 Issue 6,
                           dated January 15, 1997, with an MTOW of 275
                           tonnes (the "A340-300 Standard Specification").

                  Copies of the A330-200 Standard Specification, A330-300
                  Standard Specification, A340-200 Standard Specification
                  and A340-300 Standard Specification are annexed hereto
                  as, respectively, Exhibit "A-1," Exhibit "A-2," Exhibit
                  "A-3" and Exhibit "A-4" to this Agreement (collectively,
                  the "Standard Specifications"). The Standard
                  Specifications, as amended by the change orders set forth
                  in Exhibit "B" hereto are hereinafter referred to as the
                  "Specifications." The Specifications may be further
                  modified from time to time pursuant to the provisions of
                  Clause 3 below.

2.3               Certification

                  Each Aircraft will be delivered to the Buyer with the
                  Certificate of Airworthiness for Export issued by the
                  DGAC for the Aircraft, and in a condition enabling the
                  Buyer (or an eligible person under then applicable law)
                  to immediately obtain at the time of delivery a US
                  Standard Airworthiness Certificate issued pursuant to
                  Part 21 of the US Federal Aviation Regulations, and ***.

                  After transfer of title to the Aircraft will have
                  occurred, and once the registration process with the FAA
                  will have taken place, the Buyer will present to the
                  DGAC, as the representative of the FAA, (i) the
                  Certificate of Airworthiness for Export and (ii) the
                  temporary registration certificate issued by the FAA,
                  with respect to the Aircraft. The DGAC representative
                  acting on behalf of the FAA will then immediately issue
                  to the Buyer the US Standard Airworthiness Certificate
                  for the Aircraft.

                  In addition, the Seller will assist the Buyer in
                  obtaining at time of delivery of the first A330 Aircraft
                  and first A340 Aircraft ***.

                  The Buyer will be responsible for the United States
                  registration of the Aircraft. The Seller will have no
                  obligation, whether before, at or after delivery of any
                  Aircraft, to make any alterations to such Aircraft to
                  enable such Aircraft to meet FAA requirements for
                  specific operation on routes unique to the Buyer ***.

                  Except as set forth in this Subclause 2.3, the Seller
                  will not be required to obtain any other certificate or
                  approval with respect to the Aircraft.


3 -               CHANGES

3.1               Specification Change Notices

                  The Specifications may be amended from time to time by a
                  Specification Change Notice, a written agreement between
                  the parties (each such Specification Change Notice being
                  herein called an "SCN" and being substantially in the
                  form of Exhibit "C" hereto). Each SCN will set forth in
                  detail the particular changes to be made in the
                  Specifications, and the effect, if any, of such changes
                  on design, performance, weight, balance, time of
                  delivery, Buyer Furnished Equipment and price (in base
                  year dollars and, for information purposes only, in then
                  current year dollars) of each Aircraft affected thereby
                  and interchangeability or replaceability of parts. SCNs
                  will not be binding on either party until signed by
                  persons duly authorized in writing by the Buyer and the
                  Seller, but upon being so signed will constitute
                  amendments to this Agreement. All SCNs will be signed on
                  behalf of the Buyer by an officer in its finance
                  department and an officer in flight operations or
                  maintenance, or alternatively may be signed by the
                  Buyer's chief executive officer or president.

3.2               Development Changes

                  *** the Specifications may also be revised by the Seller
                  without an SCN or the Buyer's consent solely to
                  incorporate Manufacturer-decided changes that are deemed
                  necessary or useful to correct defects, improve the
                  Aircraft or its process of manufacture, prevent delay, or
                  ensure compliance with this Agreement and that do not
                  increase the price or adversely affect the delivery,
                  overall dimensions, weight, operational or maintenance
                  requirements or performance of the Aircraft or adversely
                  (i) change the interchangeability or replaceability
                  requirements of the Specifications with respect to parts
                  or (ii) *** (hereinafter called "Development Changes").***

3.3               Requests and Approvals

                  In the event that the Buyer files a Request for Change
                  ("RFC") with the Seller and the RFC does not subsequently
                  become an SCN for any reason, such RFC will be cancelled
                  without charge to the Buyer. Upon receipt of any request
                  for a proposed change, the Seller will consider such
                  request in good faith and will respond within ten (10)
                  Working Days with (i) if possible, all appropriate
                  information, including, a written estimated range of the
                  cost thereof, the impact on the delivery dates of the
                  applicable Aircraft and any certification requirements,
                  or (ii) if (i) is not possible, with a date when the
                  Seller will provide the Buyer with the information in
                  (i). In the event that the Buyer requests the Seller in
                  writing to incorporate a proposed change (excluding
                  Development Changes) in an Aircraft and the Seller agrees
                  to such request and incorporates such change, but the
                  change is not subsequently made the subject of an SCN for
                  any reason (other than the Seller's unreasonable refusal
                  to sign the SCN or otherwise acting in bad faith), the
                  Buyer will pay to the Seller the actual direct cost of
                  design and other work resulting from such request and
                  incurred by the Seller ***. In the event that the Buyer
                  requests the Seller in writing to proceed with a proposed
                  change before any requisite approval of DGAC and FAA has
                  been obtained and subsequently such DGAC or FAA approval
                  is not obtained, any SCN which will have been executed in
                  connection with such proposed change will be deemed
                  canceled. ***

3.4               Specification Changes Before Delivery

                  If, pursuant to the promulgation, adoption, issuance,
                  change or interpretation of any applicable law or
                  regulation, any change in the Specifications has to be
                  made before delivery of any Aircraft to enable ***. For
                  each such change, the parties will sign an SCN specifying
                  the effect, if any, of such change on design,
                  performance, weight, balance, time of delivery, Buyer
                  Furnished Equipment and price of each Aircraft affected
                  thereby and interchangeability or replaceability of
                  parts. If the Seller anticipates that the scheduled
                  delivery of any Aircraft will be postponed by reason of
                  such change, the delivery date of such Aircraft as
                  provided in Subclause 9.1 will be extended to the extent
                  required by reason of such change, ***.

                  The Seller will use all reasonable efforts to ensure that
                  each Aircraft that is the subject of such postponement is
                  "ready for delivery" without discrimination against
                  the Aircraft.

                  ***

                  The cost of the changes applicable to Propulsion Systems,
                  will be borne by the Buyer or the manufacturer thereof in
                  accordance with such arrangements as may be made
                  separately between the Buyer and the manufacturer of the
                  Propulsion Systems.

3.5               Specification Changes After Delivery

                  Subclause 3.4 will not require the Seller to make any
                  changes or modifications to or to make any payments or
                  take any other action with respect to any Aircraft
                  delivered to the Buyer before any law or regulation
                  referred to in Subclause 3.4 is to be complied with. Any
                  such changes or modifications made to an Aircraft after
                  its delivery to the Buyer will be at the Buyer's expense,
                  except as otherwise agreed between the Buyer and the
                  Seller.

3.6               Specification Evolution

                  The Seller will keep the Buyer advised of any evolution
                  in the design of the A330/A340 family of aircraft and of
                  any new relevant option that becomes available
                  with respect to the Aircraft.


4 -               PRICE

4.1               Base Price of the Aircraft

                  The "Base Price" of each Aircraft is the sum of:

                  (i)  the Base Price of the Airframe, and

                  (ii) the Base Price of the Propulsion Systems.

4.1.1             Base Price of the Airframe

4.1.1.1           A330-200 Airframe

                  The Base Price of the A330-200 Airframe will be the sum
                  of the Base Prices set forth below in (i) and (ii):

                  (i)      the Base Price of the Standard A330-200
                           Airframe, as defined in the A330-200 Standard
                           Specification set forth in Exhibit "A-1" hereto
                           (excluding Buyer Furnished Equipment, Propulsion
                           Systems and SCNs), at delivery conditions
                           prevailing in January 1999, which is:

                                    US $***

                           (US dollars-***), and

                  (ii)     a budgetary Base Price for SCNs to be mutually
                           agreed upon, at delivery conditions prevailing
                           in January 1999, which is:

                                    US $***

                           (US dollars-***).

4.1.1.2           A330-300 Airframe

                  The Base Price of the A330-300 Airframe will be the sum
                  of the Base Prices set forth below in (i) and (ii):

                  (i)      the Base Price of the Standard A330-300
                           Airframe, as defined in the A330-300 Standard
                           Specification set forth in Exhibit "A-2" hereto
                           (excluding Buyer Furnished Equipment, Propulsion
                           Systems and SCNs), at delivery conditions
                           prevailing in January 1999, which is:

                                    US $***

                           (US dollars-***), and

                  (ii)     a budgetary Base Price for SCNs to be mutually
                           agreed upon, at delivery conditions prevailing
                           in January 1999, which is:

                                    US $***

                           (US dollars-***).

4.1.1.3           A340-200 Airframe

                  The Base Price of the A340-200 Airframe will be the sum
                  of the Base Prices set forth below in (i) and (ii):

                  (i)      the Base Price of the Standard A340-200
                           Airframe, as defined in the A340-200 Standard
                           Specification set forth in Exhibit "A-3" hereto
                           (excluding Buyer Furnished Equipment, Propulsion
                           Systems and SCNs), at delivery conditions
                           prevailing in January 1999, which is:

                                    US $***

                           (US dollars-***), and

                  (ii)     a budgetary Base Price for SCNs to be mutually
                           agreed upon, at delivery conditions prevailing
                           in January 1999, which is:

                                    US $***

                           (US dollars-***).

4.1.1.4           A340-300 Airframe

                  The Base Price of the A340-300 Airframe will be the sum
                  of the Base Prices set forth below in (i) and (ii):

                  (i)      the Base Price of the Standard A340-300
                           Airframe, as defined in the A340-300 Standard
                           Specification set forth in Exhibit "A-4" hereto
                           (excluding Buyer Furnished Equipment, Propulsion
                           Systems and SCNs), at delivery conditions
                           prevailing in January 1999, which is:

                                    US $***

                           (US dollars-***), and

                  (ii)     a budgetary Base Price for SCNs to be mutually
                           agreed upon, at delivery conditions prevailing
                           in January 1999, which is:

                                    US $***

                           (US dollars-***).

4.1.1.5           The Base Price of the Airframe of each Aircraft will be
                  revised to the actual delivery date of such Aircraft in
                  accordance with the Airframe Price Revision Formula.

4.1.2             Base Price of the Propulsion Systems

4.1.2.1           A330 Aircraft:  Pratt & Whitney PW 4168A Propulsion Systems

                  The Base Price of a set of two (2) PW 4168A Propulsion
                  Systems together with the related aft pylon fairing, at
                  delivery conditions prevailing in January 1999, is:

                           US $***

                  (US dollars-***).

                  Said Base Price has been calculated with reference to the
                  Reference Price indicated by Pratt & Whitney of US $***
                  and in accordance with economic conditions
                  prevailing in ***.

                  Said Reference Price is subject to adjustment to the date
                  of delivery of the A330 Aircraft in accordance with the
                  Pratt & Whitney Price Revision Formula set forth in
                  Exhibit "H-1" of this Agreement.

4.1.2.2           A340 Aircraft: CFM International CFM 56-5C4 Propulsion
                  Systems

                  The Base Price of a set of four (4) CFM 56-5C4 Propulsion
                  Systems and additional standard equipment, at delivery
                  conditions prevailing in January 1999, is:

                           US $ ***

                  (US dollars--***).

                  Said Base Price has been calculated with reference to the
                  Reference Price indicated by CFM International of US $
                  *** as defined by the Reference Composite Price Index of
                  *** and in accordance with economic conditions prevailing
                  in ***.

                  Said Reference Price is subject to adjustment to the date
                  of delivery of the A340 Aircraft in accordance with the
                  CFM International Price Revision Formula set forth
                  in Exhibit "H-2" of this Agreement.

4.2               Final Contract Price

                  The Final Contract Price of an Aircraft will be the sum
                  of:

                  (i)           the Base Price of the Airframe constituting
                                a part of such Aircraft, as adjusted to the
                                date of delivery of such Aircraft in
                                accordance with Subclause 5.1 of this
                                Agreement;

                  (ii)          the price (as of delivery conditions
                                prevailing in January 1999) of any SCNs
                                constituting a part of such Aircraft that
                                are entered into pursuant to Clause 3 after
                                the date of execution of this Agreement, as
                                adjusted to the date of delivery of such
                                Aircraft in accordance with Subclause 5.1
                                of this Agreement;

                  (iii)         the Reference Price of the installed
                                Propulsion Systems constituting a part of
                                such Aircraft, as adjusted to the date of
                                delivery of such Aircraft in accordance
                                with Subclause 5.2 of this Agreement; and

                  (iv)          any other adjustment resulting from any
                                other provisions of this Agreement and/or
                                any other written agreement between the
                                Buyer and the Seller relating to the
                                Aircraft and specifically stating that such
                                adjustment is to be included in or taken
                                into account in the Final Contract Price of
                                an Aircraft, such as the Seller's purchase
                                of Buyer Furnished Equipment from the
                                Buyer.

4.3               Validity of Propulsion Systems Prices

                  It is understood that the prices cited above and the
                  price revision formulas referred to in Subclause 5.2
                  concerning the Propulsion Systems and related equipment
                  are based on information received from the relevant
                  Propulsion Systems manufacturer and remain subject to any
                  modifications that might be jointly communicated by such
                  Propulsion Systems manufacturer and the Buyer to the
                  Seller and the Manufacturer.

4.4               Taxes, Duties and Imposts

4.4.1             The Seller will bear and pay the amount of any and all
                  taxes, duties, imposts or similar charges of any nature
                  whatsoever that are (i) imposed upon the Buyer, or any
                  assignee pursuant to an assignment as set forth in Clause
                  19, (ii) imposed upon the Seller with an obligation on
                  the Buyer to withhold or collect the amount thereof from
                  the Seller or (iii) imposed upon the Buyer with an
                  obligation on the Seller to withhold or collect such
                  amount from the Buyer, and that are levied, assessed,
                  charged or collected for or in connection with the
                  fabrication, manufacture, modification, assembly, sale,
                  delivery, use of or payment under this Agreement for any
                  Aircraft, component, accessory, service, equipment or
                  part delivered or furnished hereunder, provided such
                  taxes, duties, imposts or similar charges have been
                  levied, assessed, charged or collected in the Republic of
                  France under laws promulgated and enforceable in the
                  Republic of France.

4.4.2             The Buyer will bear and pay the amount of any and all
                  taxes, duties, imposts or similar charges of any nature
                  whatsoever imposed upon the Seller (except for taxes
                  based on or measured by the Seller's income), imposed
                  upon the Buyer with an obligation on the Seller to
                  collect the amount thereof for the Buyer, or imposed upon
                  the Seller with an obligation for the Buyer to withhold
                  such amount from the Seller (except for income taxes
                  collected by withholding), which are levied, assessed,
                  charged or collected for or in connection with the sale,
                  delivery or use of (except any use prior to delivery to
                  the Buyer), or payment under this Agreement for any
                  Aircraft, component, accessory, equipment or part
                  delivered or furnished hereunder, provided such taxes,
                  duties, imposts or similar charges have been promulgated
                  and are enforceable under any laws ***.

4.4.3             If a claim is made against one party (the "Indemnitee")
                  for any taxes, duties, imposts or similar charges for
                  which the other party (the "Indemnitor") has agreed to be
                  liable pursuant to the provisions of this Agreement, the
                  Indemnitee will promptly notify the Indemnitor. In lieu
                  of any direction or request by the Indemnitor received
                  within five (5) Working Days of the due date specified in
                  said claim, the Indemnitee may pay the amount of said
                  tax, duty, impost or charge and claim against the
                  Indemnitor for reimbursement consistent with Subclause
                  4.4. However, if requested by the Indemnitor in writing,
                  the Indemnitee will, at the Indemnitor's expense, take
                  such action as the Indemnitor may reasonably direct with
                  respect to such asserted liability and will not pay such
                  taxes, duties, imposts or similar charges except under
                  protest, if protest is necessary. If payment is made, the
                  Indemnitee will, at the Indemnitor's expense, take such
                  action as the Indemnitor may reasonably direct to recover
                  payment and will, if requested, permit the Indemnitor in
                  the Indemnitee's name to file a claim or commence an
                  action to recover such payment. If the Indemnitee will
                  receive a refund or credit for all or any part of such
                  taxes, duties, imposts or similar charges, then the
                  Indemnitee will promptly repay the Indemnitor the amount
                  of any such refund or credits which are attributable to
                  the amount paid by the Indemnitor, including any interest
                  received thereon, but less any expenses incurred by the
                  Indemnitee in pursuing such refund or credit.


5 -               PRICE REVISION

5.1               Airframe Price Revision Formula

                  The Base Price of the Airframe of each Aircraft will be
                  revised to the actual delivery date of such Aircraft in
                  accordance with the Airframe Price Revision Formula,
                  unless otherwise provided in this Agreement.

5.2               Propulsion Systems Price Revision Formula

                  The Reference Price of the Propulsion Systems will be
                  revised to the actual delivery date of the Aircraft on
                  which such Propulsion Systems are installed in accordance
                  with the revision formula set forth in, as applicable,
                  Exhibit "H-1" or Exhibit "H-2" hereto, unless otherwise
                  provided in this Agreement.


6 -               PAYMENT TERMS

6.1               Method and Place of Payment

6.1.1             The Buyer will pay all sums due hereunder in immediately
                  available funds in United States dollars by credit to the
                  Seller's account at Credit Lyonnais, New York Branch, or
                  to such other account located in the United States of
                  America as the Seller will designate by notice to the
                  Buyer.

6.1.2             The Seller will pay all sums due hereunder to the Buyer
                  in immediately available funds in United States dollars
                  by credit to the Buyer's account, account no. 2147591, at
                  PNC Bank in Pittsburgh, Pennsylvania, or to such other
                  account located in the United States of America as the
                  Buyer designates by notice to the Seller.

6.2               Predelivery Payments

6.2.1             ***

6.2.2             Predelivery Payments will be paid according to the
                  following schedules.

6.2.2.1           ***

6.2.2.2           ***

6.2.3             The Predelivery Payment Reference Price is defined as:

                  A =      Pb (1 + ***)

                  where

                  A   =    the Predelivery Payment Reference Price for
                           Aircraft to be delivered in calendar year T.

                  Pb =     the Base Price of the Aircraft as defined in
                           Subclause 4.1 above.

                  N  =     (T -1999)

                  T =      the year of delivery of the relevant Aircraft.

6.2.4             The Seller acknowledges that it has already received from
                  the Buyer the sum of US$*** (US dollars-***), which
                  represents a deposit of US$ *** (US dollars-***) for each
                  of the Firm A330-300 Aircraft and a deposit of US$ ***
                  for each of the Reconfirmable A330-300 Aircraft (each a
                  "Deposit"). Each Deposit paid with respect to each
                  particular Firm A330-300 Aircraft and Reconfirmable
                  A330-300 Aircraft will be credited without interest
                  against the first Predelivery Payment for the applicable
                  Firm A330-300 Aircraft and Reconfirmable A330-300
                  Aircraft due in accordance with the schedules above in
                  Subclause 6.2.2.

6.3               Payment of Final Contract Price

                  Concurrently with the transfer of title to each Aircraft,
                  the Buyer will pay to the Seller the Final Contract Price
                  thereof, less the total amount of the Predelivery
                  Payments theretofore received by the Seller for such
                  Aircraft under Subclause 6.2 above,***. The Seller's
                  receipt of the full amount of all Predelivery Payments
                  and of the Final Contract Price *** will be a condition
                  precedent to the Seller's obligation to deliver such
                  Aircraft.

6.4               Payment of Other Amounts

                  Unless otherwise expressly provided for herein, any
                  payments due hereunder or in respect of an Aircraft in
                  addition to those referred to in Subclauses 6.2.2 and 6.3
                  above will be paid by the Buyer concurrently with the
                  delivery of the corresponding Aircraft or, if invoiced
                  after delivery of such Aircraft, within one (1) month
                  after the invoice date.

6.5               Overdue Payments

                  If any payment due under this Agreement is not received
                  on the date or dates as agreed upon between the Buyer and
                  the Seller, the person entitled to receive payments (the
                  "Recipient") will have the right to claim from the person
                  owing such payment (the "Payor") and the Payor will
                  promptly pay to the Recipient *** interest at a rate per
                  annum equal to *** on the amount of such overdue payment,
                  to be calculated from and including the due date of such
                  payment to (but excluding) the date such payment is
                  received by the Recipient. For purposes of the foregoing
                  sentence, any period of less than one month will be
                  prorated to include the period during which the payment
                  is overdue. The Recipient's right to receive such
                  interest will be in addition to any other rights of the
                  Recipient hereunder or at law. ***

6.6               Refund of Predelivery Payments

                  The Buyer will have no right to any refund of any deposit
                  or Predelivery Payment received by the Seller, except as
                  otherwise provided in this Agreement.

6.7               Proprietary Interest

                  The Buyer will not, by virtue of anything contained in
                  this Agreement (including, without limitation, any
                  Predelivery Payments hereunder, or any designation or
                  identification by the Seller of a particular Aircraft as
                  an Aircraft to which any of the provisions of this
                  Agreement refers), and notwithstanding any provision of
                  law to the contrary, acquire any proprietary, insurable
                  or other interest whatsoever in any Aircraft prior to
                  delivery of and payment for such Aircraft as provided in
                  this Agreement.

6.8               Tender of Delivery

                  In addition to any other rights and remedies available to
                  the Seller, the Seller will not be obligated to tender
                  delivery of any Aircraft to the Buyer, if, *** the Buyer
                  is still in default of its obligation to make any
                  Predelivery Payment due with respect to such Aircraft.

6.9               Payment in Full

                  The Buyer's obligation to make payments to the Seller
                  hereunder will not be affected by and will be determined
                  without regard to any setoff, counterclaim, recoupment,
                  defense or other right that the Buyer may have against
                  the Seller or any other person and all such payments will
                  be made without deduction or withholding of any kind.


7 -               PLANT REPRESENTATIVES - INSPECTION

7.1               Inspection Procedures

7.1.1             All work to be carried out on the Aircraft and all
                  materials and parts thereof will at all reasonable times
                  during business hours be open to inspection by duly
                  authorized representatives of the Buyer or its designee
                  at the respective works of the Associated Contractors
                  and, if possible, at the works of their respective
                  subcontractors, and such representatives will, to carry
                  out the aforesaid inspection, have access to such
                  relevant technical data as is reasonably necessary for
                  this purpose (except that, if access to any part of the
                  respective works where construction is in progress or
                  materials or parts are stored is restricted for security
                  reasons, the Associated Contractors will be allowed a
                  reasonable time to make the items available for
                  inspection elsewhere). The actual detailed inspection of
                  the Aircraft, materials and parts thereof will take place
                  only in the presence of the respective inspection
                  department personnel of the Associated Contractors or
                  their subcontractors. The procedures for such inspections
                  will be agreed upon with the Buyer prior to any
                  inspection, based on modifications to the Manufacturer's
                  Quality Instruction document.

7.1.2             For the purposes of Subclause 7.1.1 above and commencing
                  with the date of this Agreement until the delivery of the
                  last Aircraft, the Seller will furnish free-of-charge
                  adequate secretarial assistance and suitable, private and
                  secure (with access limited and controlled by the Buyer
                  in its sole discretion) space, office equipment,
                  telecommunications (including telephone and facsimile
                  lines and equipment for professional use only) and
                  facilities in or conveniently located with respect to
                  Aerospatiale's works in Toulouse, France, for the use of
                  not more than six (6) (or more if reasonably necessary)
                  representatives of the Buyer during the aforementioned
                  period.

7.1.3             All inspections, examinations and discussions with the
                  Seller's, the Associated Contractors' or their respective
                  subcontractors' engineering or other personnel by the
                  Buyer and its said representatives will be performed in
                  such manner as not to unreasonably delay or hinder the
                  work to be carried out on the Aircraft or the proper
                  performance of this Agreement. In no event will the Buyer
                  or its representatives be permitted to inspect any
                  aircraft other than the Aircraft. The Seller will not
                  permit, and will cause the Manufacturer not to permit,
                  any representatives, employees, agents or personnel of
                  any other airline or customer to inspect, or to have
                  access to, the Aircraft or any designs or specifications
                  relating thereto.

7.2               INDEMNITY

7.2.1             SCOPE

                  IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS
                  CLAUSE 7, THE SELLER AND THE BUYER PROVIDE THE
                  INDEMNITIES SET FORTH IN SUBCLAUSES 7.2.2 AND 7.2.3.

7.2.2             SELLER'S INDEMNITY

                  THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER,
                  ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND
                  AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND
                  EXPENSES

                  (I)           FOR ALL INJURIES TO AND DEATHS OF PERSONS
                                (EXCEPTING INJURIES TO OR DEATH OF THE
                                BUYER'S REPRESENTATIVES PARTICIPATING IN
                                ANY TESTS, CHECKOUTS OR INSPECTIONS OR
                                CONTROLS UNDER THIS CLAUSE 7) CAUSED BY THE
                                BUYER OR ITS REPRESENTATIVES, AND

                  (II)          FOR ANY LOSS OF OR DAMAGE TO PROPERTY
                                (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF
                                THE BUYER'S SAID REPRESENTATIVES) CAUSED BY
                                THE BUYER OR ITS REPRESENTATIVES,

                  ARISING OUT OF OR IN CONNECTION WITH ANY SUCH TESTS,
                  CHECKOUTS, INSPECTIONS OR CONTROLS UNDER THIS CLAUSE 7.

                  THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH
                  LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING
                  OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS
                  NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES.

7.2.3             BUYER'S INDEMNITY

                  THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER,
                  THE MANUFACTURER, EACH OF THE ASSOCIATED CONTRACTORS AND
                  THEIR RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE
                  OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL
                  LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES

                  (I)           FOR INJURIES TO OR DEATHS OF THE BUYER'S SAID
                                REPRESENTATIVES PARTICIPATING IN ANY TESTS,
                                CHECKOUTS, INSPECTIONS OR CONTROLS UNDER THIS
                                CLAUSE 7,

                  (II)          FOR LOSS OF OR DAMAGE TO PROPERTY OF THE
                                BUYER'S SAID REPRESENTATIVES, AND

                  (III)         ARISING OUT OF OR CAUSED BY THE WILLFUL
                                MISCONDUCT OR GROSS NEGLIGENCE OF THE
                                BUYER'S SAID REPRESENTATIVES.

                  WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING
                  SENTENCE, THE BUYER WILL NOT BE OBLIGATED TO INDEMNIFY OR
                  HOLD HARMLESS THE SELLER WHERE THE LIABILITIES, DAMAGES,
                  LOSSES, COSTS OR EXPENSES ARISE FROM THE SELLER'S, THE
                  MANUFACTURER'S OR ANY OF THE ASSOCIATED CONTRACTORS' OR
                  THEIR RESPECTIVE SUBCONTRACTORS' OR THEIR RESPECTIVE
                  OFFICERS', AGENTS' OR EMPLOYEES' WILLFUL MISCONDUCT OR
                  GROSS NEGLIGENCE.

7.2.4             CLAIMS

                  IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT
                  AGAINST EITHER PARTY (OR ITS RESPECTIVE DIRECTORS,
                  OFFICERS, AGENTS OR EMPLOYEES) FOR DAMAGES FOR DEATH OR
                  INJURY, OR FOR PROPERTY DAMAGE, THE LIABILITY FOR WHICH
                  HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS
                  SUBCLAUSE 7.2, THE FORMER (INDEMNITEE) WILL PROMPTLY GIVE
                  NOTICE TO THE OTHER PARTY (INDEMNITOR), AND THE
                  INDEMNITOR WILL HAVE THE RIGHT TO INVESTIGATE, AND THE
                  RIGHT IN ITS SOLE DISCRETION TO ASSUME AND CONDUCT THE
                  DEFENSE OF OR SETTLE OR COMPROMISE, SUCH CLAIM, ACTION,
                  PROCEEDING OR LAWSUIT. HOWEVER, IF IN THE REASONABLE
                  OPINION OF THE INDEMNITEE, SUCH DEFENSE, SETTLEMENT OR
                  COMPROMISE INVOLVES THE POTENTIAL IMPOSITION OF CRIMINAL
                  LIABILITY ON THE INDEMNITEE OR A CONFLICT OF INTEREST
                  BETWEEN THE INDEMNITOR AND THE INDEMNITEE, THE INDEMNITOR
                  WILL NOT BE ENTITLED TO ASSUME AND CONDUCT THE DEFENSE OF
                  ANY SUCH CLAIM, ACTION, PROCEEDING OR LAWSUIT. THE
                  INDEMNITEES WILL BE ENTITLED, AT THEIR OWN EXPENSE,
                  ACTING THROUGH ONE (1) COUNSEL, TO PARTICIPATE IN ANY
                  CLAIM, ACTION, PROCEEDING OR LAWSUIT THE DEFENSE OF WHICH
                  HAS BEEN ASSUMED BY THE INDEMNITOR PURSUANT TO THE
                  PRECEDING PROVISIONS, PROVIDED, THAT SUCH PARTICIPATION
                  DOES NOT, IN THE REASONABLE OPINION OF INDEPENDENT
                  COUNSEL OF THE INDEMNITOR, INTERFERE WITH THE CONDUCT OF
                  SUCH DEFENSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY,
                  NO SETTLEMENT OR COMPROMISE WILL BE ENTERED INTO WITHOUT
                  THE PRIOR WRITTEN CONSENT OF THE INDEMNITEE, WHICH
                  CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED.
                  EACH INDEMNITEE WILL COOPERATE WITH THE INDEMNITOR IN THE
                  INVESTIGATION AND CONDUCT OF THE DEFENSE OF ANY CLAIM,
                  ACTION, PROCEEDING OR LAWSUIT INDEMNIFIED HEREUNDER.

                  IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND
                  CONDUCT THE DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE
                  INDEMNITEE WILL HAVE THE RIGHT TO PROCEED WITH DEFENSE OF
                  THE CLAIM OR LAWSUIT AS IT DEEMS APPROPRIATE AND WILL
                  HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY JUDGMENTS,
                  SETTLEMENTS, COSTS OR EXPENSES INCURRED IN CONDUCTING
                  SAID DEFENSE. FOR THE PURPOSE OF THIS SUBCLAUSE 7.2, A
                  CLAIM OR LAWSUIT AGAINST THE MANUFACTURER OR ANY OF THE
                  ASSOCIATED CONTRACTORS OR ANY OF THEIR RESPECTIVE
                  SUBCONTRACTORS OR ANY OF THEIR RESPECTIVE DIRECTORS,
                  OFFICERS, AGENTS OR EMPLOYEES WILL BE DEEMED TO BE A
                  LAWSUIT AGAINST THE SELLER.


8 -               BUYER'S ACCEPTANCE

8.1               Acceptance Procedures

8.1.1             The Seller or any Affiliate thereof acting as the
                  Seller's designee will give to the Buyer not less than
                  thirty (30) days' notice of the proposed date and time
                  when the Buyer's acceptance tests will be conducted, and,
                  in the event that the Buyer elects to attend the said
                  tests, the Buyer will cooperate in complying with the
                  reasonable requirements of the Seller with the intention
                  of completing all tests within five (5) Working Days
                  after commencement. The tests will take place at
                  Aerospatiale's works near Toulouse, France, and will be
                  carried out by the personnel of the Manufacturer
                  (accompanied, if the Buyer so wishes, by representatives
                  of the Buyer up to a total of six (6) (or more if
                  reasonably requested by the Buyer) acting as observers,
                  of whom not more than two (2) will have access to the
                  cockpit at any one time and of whom one (1) may act as
                  copilot, subject to such person's appropriate
                  certification). During flight tests, these
                  representatives will comply with the instructions of the
                  Manufacturer's representatives. The Manufacturer will not
                  normally be required in the course of such acceptance
                  tests to fly any of the Aircraft for more than an
                  aggregate of three (3) hours, unless more time is
                  necessary to complete the acceptance tests.

8.1.2             The Seller will cause ASC, at no cost to the Buyer, to
                  brief, and provide one (1) free-of-charge four (4) hour
                  simulator session for each new set of acceptance pilots.
                  This briefing will provide specific information related
                  to acceptance flights.

8.1.3             The acceptance tests will be designed to demonstrate the
                  satisfactory functioning of the Aircraft and all systems
                  relating thereto, and compliance with the terms,
                  requirements and conditions of this Agreement, including
                  conformity to the Specifications and ***. The successful
                  completion of such acceptance tests will also be deemed
                  to demonstrate compliance with the Specifications. The
                  acceptance tests will be conducted in accordance with the
                  Manufacturer's aircraft acceptance procedure, as amended
                  to incorporate the Buyer's reasonable requests. At the
                  time of delivery, the Aircraft will comply with all
                  relevant limits and tolerances specified in the Aircraft
                  Maintenance Manual. In the event that the Buyer does not
                  attend the tests or fails to so cooperate, the Seller may
                  complete them in the absence of the Buyer, provided that
                  the Seller has given the Buyer reasonable prior written
                  notice of not less than seven (7) days of its intention
                  to complete such tests and the Buyer remains absent or
                  uncooperative. The Buyer will be deemed to have accepted
                  the tests, if such tests are reasonably deemed
                  satisfactory by the Seller, and the Seller will furnish
                  such data with respect to such tests as the Buyer may
                  reasonably request. Notwithstanding the above, said
                  acceptance by the Buyer will not impair the rights of the
                  Buyer that derive from the warranties relating to the
                  Aircraft.

8.1.4             If the acceptance tests for an Aircraft are not
                  successfully completed or there is a defect, the Buyer,
                  within two (2) days after such tests, will give notice to
                  the Seller specifying such unsuccessful completion or
                  defect. Thereafter the Seller will, without unreasonable
                  hindrance from the Buyer, carry out any necessary changes
                  and, as soon as practicable thereafter, resubmit the
                  Aircraft for new acceptance tests, including flight tests
                  if necessary, demonstrate the elimination of the defect,
                  such tests to be held and carried out in accordance with
                  this Subclause 8.1. In order to avoid a delay in the
                  delivery of any Aircraft found to have one or more
                  defects, the Buyer may elect with the consent of the
                  Seller (such consent not to be unreasonably withheld) to
                  take delivery of such Aircraft prior to the correction of
                  such defects and without prejudice to any rights the
                  Buyer may have under this Agreement against the Seller by
                  reason of such defects.

                  In the event the Buyer elects to take delivery of an
                  Aircraft with defects pursuant to the preceding
                  paragraph, delivery of such Aircraft will be made as
                  originally scheduled, and such defects will be corrected,
                  at the Seller's expense, by the Buyer or the Seller at
                  such subsequent time as is mutually acceptable to the
                  Buyer and the Seller, and as will be set forth in a
                  written agreement that will state the settlement agreed
                  by the Buyer and the Seller with respect to such defects.

8.1.5             Within three (3) months of execution of the Agreement,
                  the Buyer and the Seller will review the technical
                  documentation provided by the Seller at delivery of each
                  Aircraft, and, if practicable, will agree on any
                  reasonable changes to such documentation deemed necessary
                  by the Buyer.

8.2               Seller's Use of Aircraft

                  The Seller will be entitled to use, without compensation
                  to the Buyer, each Aircraft prior to its delivery as may
                  be necessary to obtain the certificates required under
                  Clause 2 hereof. Such use will not *** affect the Buyer's
                  obligation to accept delivery of any Aircraft hereunder.
                  ***

8.3               Certificate of Acceptance

                  When the Aircraft is "ready for delivery" as defined
                  below in Subclause 9.2, the Buyer will forthwith give to
                  the Seller a signed Certificate of Acceptance in the form
                  attached as Exhibit "E" in respect of the relevant
                  Aircraft. Should the Buyer fail to so deliver the said
                  Certificate, then the Buyer will be deemed to be in
                  default as though it had without warrant rejected
                  delivery of such Aircraft when duly tendered to it
                  hereunder and will thereafter bear all costs and expenses
                  resulting from such delay in delivery. The execution and
                  delivery of a Certificate of Acceptance by the Buyer in
                  respect of an Aircraft will not constitute waiver by the
                  Buyer of any rights and remedies it may have in respect
                  of any Aircraft under Clauses 12 and 13 of this
                  Agreement.

8.4               Finality of Acceptance

                  The Buyer's acceptance of delivery of each Aircraft will
                  constitute waiver by the Buyer of any right it may have
                  under the Uniform Commercial Code or otherwise to revoke
                  such acceptance for any reason, whether known or unknown
                  to the Buyer at the time of acceptance.

8.5               INDEMNITY

8.5.1             SCOPE

                  IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS
                  CLAUSE 8, THE SELLER AND THE BUYER PROVIDE THE
                  INDEMNITIES SET FORTH IN SUBCLAUSES 8.5.2 AND 8.5.3.

8.5.2             SELLER'S INDEMNITY

                  THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER,
                  ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND
                  AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND
                  EXPENSES

                  (I)           FOR ALL INJURIES TO AND DEATHS OF PERSONS
                                (EXCEPTING INJURIES TO AND DEATHS OF THE
                                BUYER'S REPRESENTATIVES PARTICIPATING IN
                                ANY GROUND OR FLIGHT TESTS UNDER THIS
                                CLAUSE 8) CAUSED BY THE BUYER OR ITS
                                REPRESENTATIVES, AND

                  (II)          FOR ANY LOSS OF OR DAMAGE TO PROPERTY
                                (EXCEPTING LOSS OF OR DAMAGE TO PROPERTY OF
                                THE BUYER'S SAID REPRESENTATIVES), CAUSED
                                BY THE BUYER OR ITS REPRESENTATIVES,


                  ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE
                  AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS
                  CLAUSE 8.

                  THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH
                  LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING
                  OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS
                  NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES.

8.5.3             BUYER'S INDEMNITY

                  THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER,
                  THE MANUFACTURER, EACH OF THE ASSOCIATED CONTRACTORS AND
                  THEIR RESPECTIVE SUBCONTRACTORS AND EACH OF THEIR
                  RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM
                  AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND
                  EXPENSES

                  (I)           FOR INJURIES TO OR DEATHS OF THE BUYER'S
                                SAID REPRESENTATIVES PARTICIPATING IN ANY
                                GROUND OR FLIGHT TESTS UNDER THIS CLAUSE 8,

                  (II)          FOR LOSS OF OR DAMAGE TO PROPERTY OF THE
                                BUYER'S SAID REPRESENTATIVES, AND

                  (III)         ARISING OUT OF OR CAUSED BY THE WILLFUL
                                MISCONDUCT OR GROSS NEGLIGENCE OF THE
                                BUYER'S SAID REPRESENTATIVES.

                  WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING
                  SENTENCE, THE BUYER WILL NOT BE OBLIGATED TO INDEMNIFY OR
                  HOLD HARMLESS THE SELLER WHERE THE LIABILITIES, DAMAGES,
                  LOSSES, COSTS OR EXPENSES ARISE FROM THE SELLER'S, THE
                  MANUFACTURER'S OR ANY OF THE ASSOCIATED CONTRACTORS' OR
                  THEIR RESPECTIVE SUBCONTRACTORS' OR THEIR RESPECTIVE
                  OFFICERS', AGENTS' OR EMPLOYEES' WILLFUL MISCONDUCT OR
                  GROSS NEGLIGENCE.

8.5.4             CLAIMS

                  IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT
                  AGAINST EITHER PARTY (OR ITS RESPECTIVE DIRECTORS,
                  OFFICERS, AGENTS OR EMPLOYEES) FOR DAMAGES FOR DEATH OR
                  INJURY OR FOR PROPERTY DAMAGE, THE LIABILITY FOR WHICH
                  HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS
                  SUBCLAUSE 8.5, THE FORMER (INDEMNITEE) WILL PROMPTLY GIVE
                  NOTICE TO THE OTHER PARTY (INDEMNITOR), AND THE
                  INDEMNITOR WILL HAVE THE RIGHT TO INVESTIGATE, AND THE
                  RIGHT IN ITS SOLE DISCRETION TO ASSUME AND CONDUCT THE
                  DEFENSE OF OR SETTLE OR COMPROMISE, SUCH CLAIM, ACTION,
                  PROCEEDING OR LAWSUIT.

                  HOWEVER, IF IN THE REASONABLE OPINION OF THE INDEMNITEE,
                  SUCH DEFENSE, SETTLEMENT OR COMPROMISE INVOLVES THE
                  POTENTIAL IMPOSITION OF CRIMINAL LIABILITY ON THE
                  INDEMNITEE OR A CONFLICT OF INTEREST BETWEEN THE
                  INDEMNITOR AND THE INDEMNITEE, THE INDEMNITOR WILL NOT BE
                  ENTITLED TO ASSUME AND CONDUCT THE DEFENSE OF ANY SUCH
                  CLAIM, ACTION, PROCEEDING OR LAWSUIT. THE INDEMNITEES
                  WILL BE ENTITLED, AT THEIR OWN EXPENSE, ACTING THROUGH
                  ONE (1) COUNSEL, TO PARTICIPATE IN ANY CLAIM, ACTION,
                  PROCEEDING OR LAWSUIT THE DEFENSE OF WHICH HAS BEEN
                  ASSUMED BY THE INDEMNITOR PURSUANT TO THE PRECEDING
                  PROVISIONS, PROVIDED, THAT SUCH PARTICIPATION DOES NOT,
                  IN THE REASONABLE OPINION OF INDEPENDENT COUNSEL OF THE
                  INDEMNITOR, INTERFERE WITH THE CONDUCT OF SUCH DEFENSE.
                  NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO SETTLEMENT
                  OR COMPROMISE WILL BE ENTERED INTO WITHOUT THE PRIOR
                  WRITTEN CONSENT OF THE INDEMNITEE, WHICH CONSENT WILL NOT
                  BE UNREASONABLY WITHHELD OR DELAYED. EACH INDEMNITEE WILL
                  COOPERATE WITH THE INDEMNITOR IN THE INVESTIGATION AND
                  CONDUCT OF THE DEFENSE OF ANY CLAIM, ACTION, PROCEEDING
                  OR LAWSUIT INDEMNIFIED HEREUNDER.

                  IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND
                  CONDUCT THE DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE
                  INDEMNITEE WILL HAVE THE RIGHT TO PROCEED WITH DEFENSE OF
                  THE CLAIM OR LAWSUIT AS IT DEEMS APPROPRIATE AND WILL
                  HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY JUDGMENTS,
                  SETTLEMENTS, COSTS OR EXPENSES INCURRED IN CONDUCTING
                  SAID DEFENSE. FOR THE PURPOSE OF THIS SUBCLAUSE 8.5, A
                  CLAIM OR LAWSUIT AGAINST THE MANUFACTURER OR ANY OF THE
                  ASSOCIATED CONTRACTORS OR ANY OF THEIR RESPECTIVE
                  SUBCONTRACTORS OR ANY OF THEIR RESPECTIVE DIRECTORS,
                  OFFICERS, AGENTS OR EMPLOYEES WILL BE DEEMED TO BE A
                  LAWSUIT AGAINST THE SELLER.


9 -               DELIVERY

9.1               Delivery Locations, Schedule and Notice of Delivery Date

                  Subject to the provisions of this Agreement, the Seller
                  will have the Aircraft ready for delivery at
                  Aerospatiale's works near Toulouse, France.

9.1.1             The Buyer will accept the Aircraft, during the months and
                  years set forth below in this Subparagraph 9.1.1.

                  (i)      Firm A330-300 Aircraft

                           ***

                  (ii)     Reconfirmable A330-300 Aircraft

                           ***

                  The delivery dates for Firm A330-300 Aircraft ***.

                  In addition, the delivery dates set forth in Subclause
                  9.1.1(i) are ***.

9.1.2             [INTENTIONALLY LEFT BLANK]

9.1.3             [INTENTIONALLY LEFT BLANK]

9.1.4             ***

9.2               Certificate of Airworthiness

                  Each Aircraft will for the purpose of this Agreement be
                  deemed to be "ready for delivery" upon (a) the
                  satisfactory completion of its acceptance tests, (b) the
                  issuance of Certificate of Airworthiness for Export in
                  the "Transport Category" with respect thereto by the
                  DGAC, and (c) the Seller's compliance with the other
                  obligations to be performed by it under Subclauses 2.3
                  and 9.3 hereof.

9.3               Title

                  Title to and risk of loss of and damage to the Aircraft
                  will pass to the Buyer upon delivery following execution
                  of the Certificate of Acceptance and upon payment of the
                  Final Contract Price for such Aircraft. The Seller will
                  provide the Buyer with (a) an invoice(s) in form and
                  substance satisfactory to the Buyer, (b) a bill of sale
                  duly conveying to the Buyer good title to such Aircraft
                  free and clear of all liens, claims, charges and
                  encumbrances of any kind whatsoever, (c) an FAA-approved
                  form bill of sale executed by the Seller in favor of the
                  Buyer, and (d) such other appropriate documents of title
                  or other documents as the Buyer may reasonably request.

9.4               Buyer Delays

                  In the event that:

                  (i)      the delivery of and payment of the Final
                           Contract Price for the Aircraft is delayed more
                           than five (5) days after the firm delivery date
                           established pursuant to Subclause 9.1 due to any
                           breach of the Buyer under this Agreement, or

                  (ii)     within two (2) days after delivery of and
                           transfer of title to the Aircraft the Buyer has
                           failed to remove such Aircraft for whatever
                           reason (except for reasons attributable to the
                           Seller or the Manufacturer),

                  then the Buyer will on demand reimburse the Seller for
                  all reasonable out-of-pocket costs and expenses sustained
                  by the Seller and resulting from any such delay or
                  failure. Such reimbursement will be in addition to any
                  other rights that the Seller may have under this
                  Agreement as a result of any such delay or failure.

9.5               Flyaway Expenses

                  ***


10 -              EXCUSABLE DELAY

10.1              Scope

                  Neither the Seller nor the Manufacturer will be
                  responsible for or be deemed to be in default on account
                  of delays in delivery or failure to deliver or otherwise
                  in the performance of this Agreement or any part hereof
                  due to causes reasonably beyond the Seller's, the
                  Manufacturer's or any Associated Contractor's control or
                  not occasioned by the Seller's, the Manufacturer's or any
                  Associated Contractor's fault, misconduct or negligence
                  ("Excusable Delay").

                  It is expressly understood and agreed that each of (i)
                  any delay caused directly or indirectly by the Buyer's
                  failure to comply with its obligations hereunder, and
                  (ii) any delay in delivery or otherwise in the
                  performance of this Agreement by the Seller due in whole
                  or in part to any delay in or failure of the delivery of,
                  or any other event or circumstance relating to, the
                  Propulsion Systems or Buyer Furnished Equipment, will, to
                  the extent attributable to such delay, constitute
                  Excusable Delay for the Seller, unless such delay or
                  failure of delivery or other event or circumstance is
                  attributable to any default by the Seller of its
                  obligations hereunder or any failure of the Seller to
                  notify the Buyer and the manufacturer of the Propulsion
                  Systems in a timely manner of the Seller's need therefor.

                  The Seller will promptly after becoming aware of any
                  delay falling within the provisions of this Subclause
                  10.1 (i) notify the Buyer of such delay and of the
                  probable extent thereof, including, without limitation, a
                  description of the cause thereof and, if possible, a
                  possible date of rescheduled delivery in accordance with
                  the terms of this Agreement, and after such prompt
                  initial notice, apprise the Buyer of the status of such
                  delay and possible date of such rescheduled delivery, and
                  (ii) subject to the following provisions, as soon as
                  practicable after the removal of the cause or causes for
                  delay, resume the performance of those obligations
                  affected under this Agreement. The Seller and the
                  Manufacturer will endeavor to limit the extent of any
                  such delay. The Seller will schedule the delivery of the
                  Aircraft that is the subject of such delay to a date
                  compatible with the Aircraft delivery schedule of the
                  Buyer.

10.2              Unanticipated Delay

                  In the event that the delivery of any Aircraft will be
                  delayed by reason of an Excusable Delay for a period of
                  more than twelve (12) months after the end of the
                  calendar month in which delivery is otherwise required
                  hereunder, the Buyer will be entitled to terminate this
                  Agreement with respect only to the Aircraft so affected
                  upon written notice given to the Seller within thirty
                  (30) days after the expiration of such twelve (12) month
                  period. In the event such delay will continue for an
                  additional six (6) month period after the expiration of
                  such twelve (12) month period, either party will have the
                  option to terminate this Agreement with respect to the
                  Aircraft so affected upon written notice given to the
                  other within thirty (30) days after the end of such
                  additional six (6) month period. Any termination of this
                  Agreement in respect of an Aircraft pursuant to this
                  Subclause 10.2 will discharge all obligations and
                  liabilities of the parties hereunder with respect to such
                  affected Aircraft, ***.

10.3              Anticipated Delay

                  In respect of any Aircraft, the Seller may conclude that
                  Excusable Delays will (i) cause delay in delivery of such
                  Aircraft for a period of more than twelve (12) months
                  after the end of the calendar month in which delivery is
                  otherwise required or (ii) prevent delivery of such
                  Aircraft. In such event, in good faith and in accordance
                  with its normal scheduling procedures, the Seller will
                  give written notice to the Buyer of either (i) such delay
                  and its related rescheduling reflecting such delay(s) or
                  (ii) such nondelivery. Within thirty (30) days after the
                  Buyer's receipt of such notice, the Buyer may terminate
                  this Agreement as to such rescheduled or nondeliverable
                  Aircraft by giving written notice to the Seller. Such
                  termination will discharge all obligations and
                  liabilities of the parties hereunder with respect to such
                  affected Aircraft, ***.

10.4              Delivery Date

                  If, following notice of an anticipated delay under
                  Subclause 10.3, this Agreement is not terminated in
                  accordance with the provisions of Subclause 10.3 (with
                  respect to the affected Aircraft), then the date of
                  delivery otherwise required hereunder will be extended by
                  a period equal to the delay specified in such notice,
                  with a view towards having each Aircraft subject to such
                  Excusable Delay ready for delivery as promptly as
                  practicable. ***

10.5              Lost, Destroyed or Damaged Aircraft

10.5.1            If any Aircraft suffers a total loss, is destroyed, or is
                  damaged beyond economic repair prior to delivery thereof,
                  then this Agreement will be terminated with respect to
                  such Aircraft and the obligations and liabilities of the
                  parties hereunder with respect to such Aircraft will be
                  discharged. The Seller will repay to the Buyer an amount
                  equal to the entire amount of any Predelivery Payments
                  received from the Buyer hereunder with respect to any
                  such Aircraft that is lost, destroyed or damaged beyond
                  economic repair, ***.

10.5.2            ***

10.6              ***

10.7              ***

10.8              REMEDIES

                  THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY
                  OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO
                  DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE
                  11, AND THE BUYER HEREBY WAIVES ALL RIGHTS, INCLUDING
                  WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND
                  CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE, TO WHICH
                  IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF. THE
                  BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND
                  RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 TO THE
                  EXTENT THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED
                  BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS
                  REPRESENTATIVES.


11 -              INEXCUSABLE DELAY

11.1              Should an Aircraft not be ready for delivery to the Buyer
                  within thirty (30) days after the date specified in this
                  Agreement (as such date may otherwise be changed pursuant
                  to this Agreement) for reasons other than as are covered
                  by Clause 10 or for circumstances specified in Subclause
                  11.6 ("Inexcusable Delay"), the Buyer will, in respect of
                  any subsequent delay in delivery of such Aircraft, have
                  the right to claim and the Seller will in respect of any
                  subsequent delay, at the Buyer's option, pay or credit to
                  the Buyer as liquidated damages for such subsequent delay
                  in delivery of such Aircraft US $*** (US dollars-***) for
                  each day of subsequent delay in the delivery, until the
                  date of actual delivery or the effective date of the
                  written notice of termination referred to in Subclause
                  11.4 plus any amount referred to in Subclause 11.4.

                  The Seller will immediately after becoming aware of any
                  Inexcusable Delay or any potential Inexcusable Delay (i)
                  notify the Buyer of such delay and the probable extent
                  thereof, including, when possible, a detailed description
                  of the cause thereof and, if possible, a possible date of
                  rescheduled delivery in accordance with the terms of this
                  Agreement and after such immediate initial notice,
                  apprise the Buyer of the status of such delay and
                  possible date of such rescheduled delivery on a regular
                  basis, and (ii) subject to the following provisions, as
                  soon as practicable after the removal of the cause or
                  causes for delay, resume the performance of those
                  obligations affected under this Agreement with a view
                  towards having each Aircraft subject to such Inexcusable
                  Delay ready for delivery as promptly as practicable.

11.2              Total Liability

                  Notwithstanding Subclause 11.1, the total liability of
                  the Seller under this Clause 11 and this Agreement with
                  respect to any Aircraft will in no event exceed the total
                  sum of US $ *** (US dollars-***) plus any amount referred
                  to in Subclause 11.3 or 11.4.

11.3              ***

11.4              Six-Month Delay

                  In the event that an Inexcusable Delay exceeds six (6)
                  months, the Buyer will have the right, exercisable by
                  written notice to the Seller given no less than one (1)
                  month and no more than two (2) months after such six (6)
                  month period, to terminate this Agreement in respect only
                  of the Aircraft that is subject to such Inexcusable
                  Delay, whereupon the Seller will pay the Buyer, within
                  one (1) month after such notice, an amount equal to all
                  Predelivery Payments made by the Buyer to the Seller in
                  relation to such Aircraft, ***.

11.5              ***

11.6              ***

11.6.1            ***

11.6.2            ***

11.6.3            ***

11.6.4            ***

11.6.5            ***

11.7              ***

11.8              REMEDIES

                  THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY
                  OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO
                  DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE
                  10, AND THE BUYER HEREBY WAIVES ALL RIGHTS, INCLUDING
                  WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND
                  CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE, TO WHICH
                  IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF.


12 -              WARRANTIES AND SERVICE LIFE POLICY

12.1              STANDARD WARRANTY

12.1.1            Nature of Warranty

12.1.2            Exceptions

12.1.3            Warranty Periods

12.1.4            Buyer's Remedy and Seller's Obligation

12.1.5            Warranty Claim Requirements

12.1.6            Warranty Administration

12.1.7            In-house Warranty

12.1.8            Standard Warranty Transferability

12.1.9            Warranty for Corrected, Replacement or Repaired Warranted
                  Parts

12.1.10           Good Airline Operation - Normal Wear and Tear

12.2              SELLER SERVICE LIFE POLICY

12.2.1            Definitions

12.2.2            Periods and Seller's Undertakings

12.2.3            Seller's Participation in the Cost

12.2.4            General Conditions and Limitations

12.2.5            Transferability

12.3              VENDOR WARRANTIES

12.3.1            Seller's Support

12.3.2            Vendor's Default

12.4              INTERFACE COMMITMENT

12.4.1            Interface Problem

12.4.2            Seller's Responsibility

12.4.3            Vendor's Responsibility

12.4.4            Joint Responsibility

12.4.5            General

12.5              Performance Standard

12.6              EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS
                  OF LIABILITY

12.7              DUPLICATE REMEDIES

12.8              SURVIVABILITY


12 -              WARRANTIES AND SERVICE LIFE POLICY

                  The Seller, in its capacity as "Buyer" under its
                  arrangements with the Manufacturer, has negotiated and
                  obtained the following Standard Warranty, Service Life
                  Policy, Vendor Warranties and Interface Commitment from
                  the Manufacturer with respect to the Aircraft, subject to
                  the terms, conditions, limitations and restrictions
                  (including, but not limited to, the Exclusivity of
                  Warranties and General Limitations of Liability and
                  Duplicate Remedies provisions) all as hereinafter set
                  out. The Seller hereby guarantees to the Buyer the
                  performance by the Manufacturer of the Manufacturer's
                  obligations and assigns to the Buyer, and the Buyer
                  hereby accepts, all of the rights and obligations of the
                  Seller in the Seller's capacity as "Buyer" as aforesaid
                  under the said Standard Warranty, Service Life Policy,
                  Vendor Warranties and Interface Commitment and the Seller
                  subrogates the Buyer into all such rights and obligations
                  in respect of the Aircraft. The Seller hereby warrants to
                  the Buyer that the Seller has all requisite authority to
                  make the foregoing assignment and effect the foregoing
                  subrogation to and in favor of the Buyer and that the
                  Seller will not enter into any amendment of the
                  provisions so assigned without the prior written consent
                  of the Buyer. Capitalized terms utilized in the following
                  provisions have the meanings assigned thereto in this
                  Agreement, except that the term "Seller" refers to the
                  Manufacturer and the term "Buyer" refers to the Seller
                  and cross-references herein refer to Clauses and Exhibits
                  in this Agreement or to Paragraphs in any Letter
                  Agreement hereto.

QUOTE

12.1              STANDARD WARRANTY

12.1.1            Nature of Warranty

                  Subject to the limitations and conditions as hereinafter
                  provided, and except as provided in Subclause 12.1.2, the
                  Seller warrants to the Buyer that each Aircraft and each
                  Warranted Part will at the time of delivery to the Buyer:

                  (i)      be free from defects in material,

                  (ii)     be free from defects in workmanship, including,
                           without limitation, processes of manufacture,

                  (iii)    be free from defects in design (including,
                           without limitation, selection of materials,
                           parts and components) having regard to the state
                           of the art at the date of such design,

                  (iv)     be free from defects arising from failure to
                           conform to the Specifications,

                  (v)      permit complete interchangeability among
                           Aircraft and parts of like part-numbered parts,
                           and

                  (vi)     be free and clear of all liens and other
                           encumbrances.

                  For the purposes of this Agreement, the term "Warranted
                  Part" will mean any Seller proprietary component,
                  equipment, accessory or part that at the time of delivery
                  of an Aircraft (a) is installed on or incorporated in
                  such Aircraft, (b) is manufactured to the detail design
                  of the Seller or a subcontractor of it and (c) bears a
                  part number of the Seller.

12.1.2            Exceptions

                  The warranties set forth in Subclause 12.1.1 will not
                  apply to Buyer Furnished Equipment, nor to engines, nor
                  to any component, accessory, equipment or part purchased
                  by the Buyer that is not a Warranted Part, provided,
                  however, that:

                  (i)      any defect in the Seller's workmanship in
                           respect of the installation of such items in or
                           on the Aircraft, including any failure by the
                           Seller to conform to the installation
                           instructions of the manufacturers of such items
                           that invalidates any applicable warranty from
                           such manufacturers, will constitute a defect in
                           workmanship for the purpose of this Subclause
                           12.1 and be covered by the warranty set forth in
                           Subclause 12.1.1(ii), and

                  (ii)     any defect inherent in the Seller's design of
                           the installation, in view of the state of the
                           art at the date of such design, that impairs the
                           use or function of such items will constitute a
                           defect in design for the purposes of this
                           Subclause 12.1 and be covered by the warranty
                           set forth in Subclause 12.1.1(iii).

12.1.3            Warranty Periods

                  The warranties described in Subclauses 12.1.1 and 12.1.2
                  herein above will be limited to those defects that become
                  apparent within thirty-six (36) months after delivery of
                  the affected Aircraft.

12.1.4            Buyer's Remedy and Seller's Obligation

12.1.4.1          The Buyer's remedy and the Seller's obligation and
                  liability under Subclauses 12.1.1 and 12.1.2 herein above
                  are limited to, at the Seller's expense, the repair,
                  replacement or correction of, or the supply of
                  modifications kits rectifying the defect for, any
                  defective Warranted Part, as mutually agreed between and
                  satisfactory to the Buyer and the Seller. *** Nothing
                  herein contained will obligate the Seller to correct any
                  failure to conform to the Specifications with respect to
                  components, equipment, accessories or parts that the
                  parties agree in writing at the time of delivery of the
                  affected Aircraft are acceptable deviations or have no
                  material adverse effect on the use, operation or
                  performance of an Aircraft.

                  ***

12.1.4.2          In the event a defect covered by Subclause 12.1.1 becomes
                  apparent within the period set forth in Subclause 12.1.3
                  and the Seller is obligated to correct such defect, the
                  Seller will also, if so requested by the Buyer in writing
                  and if reasonably practicable, make such correction in
                  any affected Aircraft that has not already been delivered
                  to the Buyer. Rather than accept a delay in delivery of
                  any such Aircraft, the Buyer and the Seller may agree to
                  deliver such Aircraft with subsequent correction of the
                  defect by the Buyer at the Seller's expense, or the Buyer
                  may elect to accept delivery and thereafter file a
                  Warranty Claim as though the defect had become apparent
                  immediately after delivery of such Aircraft.

12.1.4.3          ***

12.1.5            Warranty Claim Requirements

                  The Buyer's remedy and the Seller's obligation and
                  liability under this Subclause 12.1, with respect to each
                  claimed defect, are subject to the following conditions
                  precedent:

                  (i)      the existence of a defect covered by the
                           provisions of this Subclause 12.1,

                  (ii)     the defect's having become apparent within the
                           applicable warranty period, as set forth in
                           Subclause 12.1.3,

                  (iii)    the Buyer's having returned as soon as
                           reasonably practicable the Warranted Part
                           claimed to be defective to such repair
                           facilities as may be designated by the Seller
                           *** except where the Buyer elects to repair a
                           defective Warranted Part in accordance with the
                           provisions of Subclause 12.1.7, and

                   (iv)    the Seller's having received a Warranty Claim
                           fulfilling the conditions of and in accordance
                           with the provisions of Subclause 12.1.6 below.

12.1.6            Warranty Administration

                  The warranties set forth in Subclause 12.1 will be
                  administered as hereinafter provided:

                  (i)      Transportation Costs

                           Transportation costs associated with the sending
                           of a defective Warranted Part to the facilities
                           designated by the Seller and for the return
                           therefrom of a repaired or replacement Warranted
                           Part will be borne by the Buyer ***.

                  (ii)     Return of an Aircraft

                           In the event that the Buyer desires to return an
                           Aircraft to the Seller for consideration of a
                           Warranty Claim, the Buyer will notify the Seller
                           of its intention to do so and the Seller will,
                           prior to such return, have the right to inspect
                           such Aircraft and thereafter, without prejudice
                           to its rights hereunder, to repair such
                           Aircraft, at its sole option, either at the
                           Buyer's facilities, provided that space is
                           available, or at another mutually acceptable
                           location. Return of any Aircraft by the Buyer to
                           the Seller and return of such Aircraft to the
                           Buyer's facilities will be ***.

                  (iii)    On-Aircraft Work by the Seller

                           In the event that a defect subject to this
                           Subclause 12.1 may justify the dispatch by the
                           Seller of a working team to repair or correct
                           such defect at the Buyer's facilities, or in the
                           event of the Seller's accepting the return of an
                           Aircraft to perform or have performed such
                           repair or correction *** as determined in
                           accordance with in Subclause 12.1.7(v)(a).

                           If the Seller is requested to perform the work,
                           the Seller and the Buyer will agree on a
                           schedule and place for the work to be performed.

                  (iv)     Warranty Claim Substantiation

                           For each claim under this Subclause 12.1, the
                           Buyer will give written notice to the Seller
                           that contains at least the following data, to
                           the extent reasonably ascertainable, available
                           and relevant, with respect to a part or
                           Aircraft, as applicable ("Warranty Claim"). The
                           absence of data from any Warranty Claim will not
                           prejudice validity of such Warranty Claim. ***

                           (a)      description of defect and action taken,
                                    if any,

                           (b)      date of incident and/or of removal,

                           (c)      description of the defective part,

                           (d)      part number,

                           (e)      serial number (if applicable),

                           (f)      position on Aircraft, according to
                                    Catalog Sequence Number (CSN) of the
                                    Illustrated Parts Catalog, Component
                                    Maintenance Manual or Structural Repair
                                    Manual (as such documents are defined
                                    in Clause 14 and Exhibit "F" hereto) as
                                    applicable,

                           (g)      total flying hours or calendar times,
                                    as applicable, at the date of
                                    appearance of a defect,

                           (h)      time since last shop visit at the date
                                    of defect appearance,

                           (i)      Manufacturer's serial number of the
                                    Aircraft and/or its registration
                                    number,

                           (j)      Aircraft total flying hours and/or
                                    number of landings at the date of
                                    defect appearance,

                           (k)      claim number,

                           (l)      date of claim, and

                           (m)      date of delivery of an Aircraft or part
                                    to the Buyer.

                           Claims are to be addressed as follows:

                                    AIRBUS INDUSTRIE
                                    CUSTOMER SERVICE DIVISION - SG-C
                                    WARRANTY ADMINISTRATION
                                    ROND-POINT MAURICE BELLONTE
                                    F-31707 BLAGNAC
                                    FRANCE

                           or to the office of the Resident Customer
                           Support Representatives assigned to the Buyer
                           under Subclause 15.1.2 of this Agreement.

                  (v)      Acceptance and Rejection

                           *** The Seller will provide reasonable written
                           substantiation in case of rejection of a
                           Warranty Claim. Transportation, insurance, and
                           any other costs associated with the sending of
                           any Warranted Part or any other item, equipment,
                           component or part for which the Buyer's Warranty
                           Claim is rejected by the Seller will be borne by
                           the Buyer. The Buyer may at any time appeal the
                           rejection with the Customer Support Director
                           referred to in Subclause 15.3 of this Agreement.

                  (vi)     Replacements

                           Replacements made pursuant to this Subclause
                           12.1 will be made within the lead time defined
                           in the Seller's Spare Parts Price List. The
                           Seller will use all reasonable efforts to
                           achieve expedited handling of replacements.
                           Replaced components, equipment, accessories or
                           parts will become the Seller's property.

                           Title to and risk of loss of any Aircraft,
                           component, accessory, equipment or part returned
                           by the Buyer to the Seller will at all times
                           remain with the Buyer, except that (i) when the
                           Seller has possession of a returned Aircraft,
                           component, accessory, equipment or part to which
                           the Buyer has title, the Seller will have such
                           responsibility therefor as is chargeable by law
                           to a bailee for hire, but the Seller will not be
                           liable for loss of use, and (ii) title to and
                           risk of loss of a returned component, accessory,
                           equipment or part will pass to the Seller upon
                           receipt by the Buyer of any item furnished by
                           the Seller to the Buyer as a replacement
                           therefor. Upon the Buyer's receipt of any
                           replacement component, accessory, equipment or
                           part provided by the Seller pursuant to this
                           Subclause 12.1, title to and risk of loss of
                           such component, accessory, equipment or part
                           will pass to the Buyer.

                  (vii)    Inspection

                           The Seller will have the right to inspect the
                           affected Aircraft and documents and other
                           records relating thereto in the event of any
                           claim under this Subclause 12.1, on reasonable
                           prior written notice to the Buyer. Each such
                           inspection will be made during reasonable times
                           during the Buyer's normal business day and will
                           not unreasonably interfere with the Buyer's
                           operation or personnel.

12.1.7            In-house Warranty

                  (i)      Authorization

                           The Buyer is hereby authorized to perform the
                           repair of Warranted Parts, subject to the terms
                           of this Subclause 12.1.7 ("In-house Warranty").
                           The Buyer will use reasonable efforts to notify
                           the Seller's representative of its decision to
                           perform any In-house repairs before such repairs
                           are commenced, unless it is not practical to do
                           so, in which case the Buyer will notify the
                           Seller of the In-house repair as soon as
                           reasonably practicable.

                  (ii)     Conditions of Authorization

                           The Buyer will be entitled to the benefits under
                           this Subclause 12.1.7 for repair of Warranted
                           Parts:

                           (a)      ***

                           (b)      if the following conditions are satisfied:

                                     (i)    only if adequate facilities and
                                            qualified personnel are available
                                            to the Buyer,

                                    (ii)    in accordance with the Seller's
                                            written instructions set forth in
                                            documents such as the Aircraft
                                            Maintenance Manual, Component
                                            Maintenance Manual
                                            (Manufacturer), Component
                                            Maintenance Manual (Vendor) and
                                            Structural Repair Manual, and

                                    (iii)   only to the extent reasonably
                                            necessary to correct the
                                            defect.

                  (iii)    Seller's Rights

                           The Seller will have the right to have any
                           Warranted Part, or any part removed therefrom,
                           which is claimed to be defective, returned to
                           the Seller, as set forth in Subclause 12.1.6(i),
                           if, in the judgment of the Seller, the nature of
                           the defect requires technical investigation.

                           Subject to applicable safety rules and the
                           Buyer's contractual obligations with labor
                           unions, the Seller will further have the right
                           to have a representative present as an observer
                           during the disassembly, inspection and testing
                           of any Warranted Part claimed to be defective.
                           Such representatives will not unreasonably
                           interfere with the Buyer's operation and
                           personnel.

                  (iv)     In-house Warranty Claim Substantiation

                           Claims for In-house Warranty credit will be
                           filed within the time period set forth in and
                           will contain the same information required in
                           Warranty Claims under Subclause 12.1.6(iv) and
                           in addition, to the extent ascertainable, will
                           include:

                           (a)      a report of technical findings with
                                    respect to the defect,

                           (b)      for parts required to remedy the defect:

                                     - part numbers,

                                     - serial numbers (if applicable),

                                     - description of the parts,

                                     - quantity of parts,

                                     - unit price of parts,

                                     - total price of parts,

                                     - related Seller's or third party's
                                     invoices (if applicable),

                           (c)      detailed number of labor hours,

                           (d)      agreed In-house Warranty Labor Rate
                                    (defined below in Subclause
                                    12.1.7(v)(a)), and

                           (e)      total claim value.

                  (v)      Credit

                           The Buyer's sole remedy, and the Seller's sole
                           obligation and liability, in respect of In-house
                           Warranty claims, will be a credit to the Buyer's
                           account. The credit to the Buyer's account will
                           be equal to the direct labor cost expended in
                           performing a repair and to the direct cost of
                           materials associated with the repair. Such costs
                           will be determined as set forth below.

                           (a)      To determine direct labor costs, only
                                    man-hours spent on disassembly,
                                    inspection, repair, reassembly, and
                                    final inspection and test (including
                                    flight tests if flight tests prove
                                    necessary to complete a repair under
                                    the In-house Warranty) of the Warranted
                                    Part will be counted. Man-hours
                                    required for maintenance work
                                    concurrently being carried out on the
                                    Aircraft or Warranted Part will not be
                                    included ***.

                                    The man-hours counted as set forth
                                    above will be multiplied by an agreed
                                    labor rate representing the Buyer's
                                    composite average hourly labor rate
                                    (***, including all ***, social
                                    security charges, business taxes and
                                    similar items, but excluding fringe
                                    benefits) paid to the Buyer's employees
                                    whose jobs are directly related to the
                                    performance of the repair (the
                                    "In-house Warranty Labor Rate"). It is
                                    agreed that for the purpose hereof the
                                    In-house Labor Rate is ***.

                           (b)      Direct material costs are determined by
                                    the prices at which the Buyer acquired
                                    such replacement material, excluding
                                    any parts and materials used for
                                    overhaul furnished free of charge by
                                    the Seller.

                  (vi)     Limitation on Credit

                           The Buyer will in no event be credited for
                           repair costs (including labor and material) for
                           any Warranted Part exceeding sixty-five percent
                           (65%) of the Seller's current catalog price for
                           a replacement of such defective Warranted Part
                           or exceeding those costs which would have
                           resulted if repairs had been carried out at the
                           Seller's facilities.

                           Such cost will be substantiated in writing by
                           the Seller upon reasonable request by the Buyer.

                  (vii)    Scrapped Material

                           The Buyer will retain any Warranted Part
                           defective beyond economic repair and any
                           defective part removed from a Warranted Part
                           during repair for a period of either one hundred
                           and twenty (120) days after the date of
                           completion of repair or ninety (90) days after
                           submission of a claim for In-house Warranty
                           credit relating thereto, whichever is longer.
                           Such parts will be returned to the Seller within
                           thirty (30) days of receipt of the Seller's
                           request to that effect, at the Seller's cost.

                           Notwithstanding the foregoing, the Buyer may,
                           with the agreement of the Seller's Field
                           Representative, scrap any such defective parts
                           that are beyond economic repair and not required
                           for technical evaluation.

                  (viii)   LIMITATIONS ON LIABILITY OF SELLER

                           THE SELLER WILL NOT BE LIABLE FOR ANY RIGHT, CLAIM
                           OR REMEDY, AND THE BUYER WILL INDEMNIFY THE SELLER
                           AGAINST THE CLAIMS OF ANY THIRD PARTIES FOR ANY
                           DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND,
                           ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF
                           WARRANTED PARTS OR ANY OTHER ACTIONS UNDERTAKEN BY
                           THE BUYER UNDER THIS SUBCLAUSE 12.1.7, INCLUDING
                           BUT NOT LIMITED TO: (I) LIABILITY IN CONTRACT OR
                           TORT, (II) LIABILITY ARISING FROM THE BUYER'S
                           ACTUAL OR IMPUTED NEGLIGENCE, INTENTIONAL TORTS
                           AND/OR STRICT LIABILITY, AND/OR (III) LIABILITY TO
                           ANY THIRD PARTIES.

12.1.8            Standard Warranty Transferability

                  The warranties provided for in this Subclause 12.1 for
                  any Warranted Part will accrue to the benefit of any
                  owner, lessor, lessee or operator other than the Buyer,
                  if the Warranted Part enters into the possession of any
                  such owner, lessor, lessee or operator as a result of a
                  sale, transfer, lease or other conveyance or as a result
                  of a pooling or leasing agreement between such owner,
                  lessor, lessee or operator and the Buyer (and its
                  successors and assigns), in accordance with the terms and
                  subject to the limitations and exclusions of the
                  foregoing warranties, and to applicable laws or
                  regulations.

12.1.9            Warranty for Corrected, Replacement or Repaired Warranted
                  Parts

                  Whenever any Warranted Part that contains a defect for
                  which the Seller is liable under Subclause 12.1 has been
                  corrected, repaired or replaced pursuant to the terms of
                  this Clause 12, the period of the Seller's warranty with
                  respect to such corrected, repaired or replacement
                  Warranted Part, whichever may be the case, will be ***.
                  In the event that a defect is attributable to a defective
                  repair or replacement by the Buyer, a Warranty Claim with
                  respect to such defect will not be allowable,
                  notwithstanding any subsequent correction or repairs.

12.1.10           Good Airline Operation - Normal Wear and Tear

                  The Buyer's rights under this Subclause 12.1 are subject
                  to the Aircraft and each component, equipment, accessory
                  and part thereof being maintained, overhauled, repaired
                  and operated in accordance with ***.

                  The Seller's liability under this Subclause 12.1 will not
                  extend to normal wear and tear nor, to the extent caused
                  by any of the following, to:

                  (i)      any Aircraft or component, equipment, accessory
                           or part thereof that has been repaired, altered
                           or modified after delivery by a party other than
                           the Seller or ***;

                  (ii)     any Aircraft or component, equipment, accessory
                           or part thereof that has been willfully operated
                           in a damaged state (other than in the case of
                           operational necessity); or

                  (iii)    any component, equipment, accessory or part from
                           which the trademark, trade name, part or serial
                           number or other identification marks have been
                           removed.

                  This limitation of the Seller's liability will apply in
                  the cases of Subclause 12.1.10(i) and Subclause
                  12.1.10(ii) above only to the extent the Seller submits
                  sufficient evidence proving that the defect arose from or
                  was contributed to by either of said cases.

12.2              SELLER SERVICE LIFE POLICY

                  In addition to the warranties set forth in Subclause 12.1
                  above, the Seller further agrees that should a Failure
                  occur in any Item, then, subject to the general conditions
                  and limitations set forth in Subclause 12.2.4 below, the
                  provisions of this Subclause 12.2 will apply.

12.2.1            Definitions

                  For the purposes of this Subclause 12.2, the following
                  definitions will apply:

12.2.1.1          "Item" means any of the Seller components, equipment,
                  accessories or parts listed in Exhibit "D" hereto which
                  are installed on an Aircraft at any time during the
                  period of effectiveness of the Service Life Policy as
                  defined below in Subclause 12.2.

12.2.1.2          "Failure" means any breakage of, defect in or premature
                  failure of, an Item that has occurred, or that can
                  reasonably be expected to occur, based on the Seller's
                  findings or the experience or expertise of the Buyer or any
                  other owner or operator of the Seller's aircraft, and that
                  materially impairs the utility or safety of the Item,
                  provided that any such breakage of, or defect in, any Item
                  did not result from any breakage or defect in any other
                  Aircraft part or component or from any other extrinsic
                  force, normally covered under hull insurance policy.

12.2.2            Periods and Seller's Undertaking

                  Subject to the general conditions and limitations set
                  forth in Subclause 12.2.4 below, the Seller agrees that
                  if a Failure occurs in an Item within twelve (12) years
                  after the delivery of said Aircraft to the Buyer, the
                  Seller will, at its own discretion, as promptly as
                  practicable and for a price that reflects the Seller's
                  financial participation as hereinafter provided, either:

12.2.2.1          design and furnish to the Buyer a terminating correction
                  for such Item subject to a Failure and provide any parts
                  required for such correction (including Seller designed
                  standard parts but excluding industry standard parts),
                  or,

12.2.2.2          replace such Item.

12.2.3            Seller's Participation in the Cost

                  Any part or Item that the Seller is required to furnish to
                  the Buyer under this Service Life Policy in connection with
                  the correction or replacement of an Item will be furnished
                  to the Buyer at the Seller's current sales price therefor,
                  less the Seller's financial participation, which will be
                  determined in accordance with the following formula:

                              C  (N - T)   
                             -------------
                  P =             N

                  where

                  P:       financial participation of the Seller,

                  C:       the Seller's then current sales price for the
                           required Item or required Seller designed parts,

                  T:       total time in months since delivery of the
                           particular Aircraft in which the Item subject to a
                           Failure was originally installed, and

                  N:       one hundred and forty-four (144) months.

12.2.4            General Conditions and Limitations

12.2.4.1          Notwithstanding Subclause 12.2.3, the undertakings given in
                  this Subclause 12.2 will not be valid during the period
                  applicable to an Item under Subclause 12.1.

12.2.4.2          The Buyer's remedy and the Seller's obligation and
                  liability under this Service Life Policy are subject to
                  compliance by the Buyer with the following conditions
                  precedent:

                  (i)      *** the Buyer will maintain log books and other
                           historical records with respect to each Item
                           adequate to enable determination as to whether
                           the alleged Failure is covered by this Service
                           Life Policy and, if so, to define the portion of
                           the cost to be borne by the Seller in accordance
                           with Subclause 12.2.3 above.

                  (ii)     *** the Buyer will keep the Seller informed of
                           any significant incidents relating to an
                           Aircraft, howsoever occurring or recorded.

                  (iii)    The conditions of Subclause 12.1.10 will have been
                           complied with.

                  (iv)     The Buyer will carry out specific structural
                           inspection programs for monitoring purposes as
                           may be established from time to time by the
                           Seller and the Buyer. Such programs will be
                           compatible with the Buyer's operational
                           requirements and will be carried out at ***.

                  (v)      In the case of any breakage or defect, *** after
                           any breakage or defect in an Item becomes
                           apparent, whether or not said breakage or defect
                           can reasonably be expected to occur in any other
                           Aircraft, and the Buyer will inform the Seller in
                           sufficient detail about the breakage or defect to
                           enable the Seller to determine whether said
                           breakage or defect is subject to this Service Life
                           Policy, to the extent the Buyer has such
                           information available.

12.2.4.3          Except as otherwise provided in this Subclause 12.2, any
                  claim under this Service Life Policy will be administered
                  as provided in, and will be subject to the terms and
                  conditions of, Subclause 12.1.6.

12.2.4.4          In the event that the Seller will have issued a
                  modification applicable to an Aircraft, the purpose of
                  which is to avoid a Failure, the Seller will offer the
                  necessary modification kit free of charge or under a
                  prorata formula established by the Seller. If such a kit
                  is so offered to the Buyer, then, in respect of such
                  Failure and any Failures that could ensue therefrom, the
                  validity of the Seller's commitment under this Subclause
                  12.2 will be subject to the Buyer's incorporating such
                  modification in the relevant Aircraft, within a
                  reasonable time, as promulgated by the Seller and in
                  accordance with the Seller's instructions.

                  ***

12.2.4.5          THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY,
                  PERFORMANCE GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY
                  AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW
                  DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN
                  AND MANUFACTURING ART. THE SELLER'S OBLIGATION UNDER THIS
                  SUBCLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE
                  ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN
                  THIS SUBCLAUSE 12.2. THE BUYER'S SOLE REMEDY AND RELIEF
                  FOR THE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF
                  THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE
                  LIFE POLICY WILL BE IN MONETARY DAMAGES, LIMITED TO THE
                  AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A
                  CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE
                  SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY
                  AND TO WHICH SUCH NONPERFORMANCE IS RELATED, LESS THE
                  AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED
                  TO PAY UNDER THIS SUBCLAUSE 12.2 IN RESPECT OF SUCH
                  CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE
                  EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF
                  LIABILITY PROVISIONS SET FORTH IN SUBCLAUSE 12.5, THE
                  BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO
                  ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
                  INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS
                  AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE
                  LIFE POLICY.

12.3              VENDOR WARRANTIES

12.3.1            Seller's Support

                  Prior to delivery of the first Aircraft, the Seller will
                  obtain from all Vendors listed in the Supplier Product
                  Support Agreements manual enforceable and transferable
                  warranties, service life policies, and indemnities
                  against patent infringements for Vendor Parts. The Seller
                  will also obtain enforceable and transferable Vendor
                  service life policies from landing gear Vendors for
                  selected structural landing gear elements. The Seller
                  undertakes to supply to the Buyer such Vendor warranties,
                  Vendor service life policies and indemnities against
                  patent infringements substantially in the form summarized
                  in the Supplier Product Support Agreements manual.

12.3.2            Vendor's Default

12.3.2.1          In the event that any Vendor under any standard warranty
                  or indemnity against patent infringements obtained by the
                  Seller pursuant to Subclause 12.3.1 or Clause 13 hereof
                  defaults in the performance of any material obligation
                  under such warranty or indemnity against patent
                  infringements with respect to a Vendor Part, and the
                  Buyer submits within a reasonable time to the Seller
                  reasonable evidence that such default has occurred, then
                  Subclause 12.1 or Clause 13 of this Agreement will apply
                  to the extent the same would have been applicable had
                  such Vendor Part been a Warranted Part except that, for
                  obligations covered under Subclause 12.1, the shorter of
                  (i) the Vendor's warranty period as indicated in the
                  Supplier Product Support Agreements manual and (ii) the
                  Seller's warranty period as indicated in Subclause 12.1.3
                  of this Agreement will apply.

12.3.2.2          In the event that any Vendor under any Vendor service
                  life policy obtained by the Seller pursuant to Subclause
                  12.3.1 hereof defaults in the performance of any material
                  obligation with respect thereto, and the Buyer submits
                  within reasonable time to the Seller reasonable evidence
                  that such default has occurred, then Subclause 12.2 of
                  this Agreement will apply to the extent the same would
                  have been applicable had such component, equipment,
                  accessory or part been listed in Exhibit "D" hereto.

12.3.2.3          At the Seller's request, the Buyer will assign to the
                  Seller, and the Seller will be subrogated to, all of the
                  Buyer's rights against the relevant Vendor, with respect
                  to and arising by reason of such default and the Buyer
                  will provide reasonable assistance to enable the Seller
                  to enforce the rights so assigned.

12.4              INTERFACE COMMITMENT

12.4.1            Interface Problem

                  If the Buyer experiences any technical problem in the
                  operation of an Aircraft or its systems due to a
                  malfunction, the cause of which, after due and reasonable
                  investigation, is not readily identifiable by the Buyer,
                  but which the Buyer reasonably believes to be
                  attributable to the design characteristics of one or more
                  components of the Aircraft (an "Interface Problem"), the
                  Seller will, if requested by the Buyer, and without
                  additional charge to the Buyer, promptly conduct or have
                  conducted an investigation and analysis of such problem
                  to determine, if possible, the cause or causes of the
                  problem and to recommend such corrective action as may be
                  feasible. The Buyer will furnish to the Seller all data
                  and information in the Buyer's possession relevant to the
                  Interface Problem and will reasonably cooperate with the
                  Seller in the conduct of the Seller's investigations and
                  such tests as may be required.

                  At the conclusion of such investigation the Seller will
                  promptly advise the Buyer in writing of the Seller's
                  opinion as to the cause or causes of the Interface
                  Problem and the Seller's recommendations as to corrective
                  action.

12.4.2            Seller's Responsibility

                  If the Interface Problem is attributable to the design of
                  a Warranted Part, the Seller will, if requested by the
                  Buyer, take prompt action to correct the design of such
                  Warranted Part, pursuant to the terms and conditions of
                  Subclause 12.1 or 12.2, as applicable.

12.4.3            Vendor's Responsibility

                  If the Interface Problem is attributable to the design of
                  a component, equipment, accessory or part other than a
                  Warranted Part ("Vendor Component"), the Seller will, if
                  requested by the Buyer, promptly assist and cooperate
                  with the Buyer in processing and enforcing any warranty
                  claim the Buyer may have against the manufacturer of such
                  Vendor Component. Further, ***.

12.4.4            Joint Responsibility

                  If the Interface Problem is attributable partially to the
                  design of a Warranted Part and partially to the design of
                  any Vendor Component, the Seller will, if requested by
                  the Buyer, seek a solution to the Interface Problem
                  through cooperative efforts of the Seller and any Vendor
                  involved. The Seller will promptly advise the Buyer of
                  such corrective action as may be proposed by the Seller
                  and any such Vendor. Such proposal will be consistent
                  with any then existing obligations of the Seller
                  hereunder and of any such Vendor to the Buyer. When the
                  Seller or any Vendor has performed such corrective action
                  to the reasonable satisfaction of the Buyer, such
                  correction will constitute full satisfaction of any claim
                  the Buyer may have against either the Seller or any such
                  Vendor with respect to such Interface Problem.

12.4.5            All requests under this Subclause 12.4 will be directed
                  to the Seller.

12.5              Performance Standard

                  ***

12.6              EXCLUSIVITY OF WARRANTIES AND
                  GENERAL LIMITATIONS OF LIABILITY

                  THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS AND RELATED
                  LETTER AGREEMENTS) SETS FORTH THE EXCLUSIVE WARRANTIES,
                  EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
                  SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE
                  BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING
                  FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND
                  IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR
                  SERVICE DELIVERED UNDER THIS AGREEMENT.

                  THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND
                  REMEDIES IN THIS CLAUSE 12 (AND RELATED LETTER
                  AGREEMENTS) ARE ADEQUATE AND SUFFICIENT TO PROTECT THE
                  BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY
                  KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS
                  AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND
                  RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES
                  AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS,
                  CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER,
                  WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR
                  STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY
                  NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY
                  AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR
                  SERVICE DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT
                  LIMITED TO, UNLESS OTHERWISE PROVIDED FOR IN THIS CLAUSE
                  12 (AND RELATED LETTER AGREEMENTS):

                  (1)      ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM
                           COURSE OF PERFORMANCE, COURSE OF DEALING OR
                           USAGE OF TRADE;

                  (2)      ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

                  (3)      ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY
                           THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING,
                           BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR
                           NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS,
                           WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT
                           LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

                  (4)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE
                           UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR
                           FEDERAL STATUTE;

                  (5)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY
                           REGULATIONS OR STANDARDS IMPOSED BY ANY
                           INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR
                           AGENCY;

                  (6)      ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE
                           COMPENSATED FOR:

                           (a)      LOSS OF USE OR REPLACEMENT OF ANY
                                    AIRCRAFT, COMPONENT, EQUIPMENT,
                                    ACCESSORY OR PART PROVIDED UNDER THIS
                                    AGREEMENT;

                           (b)      LOSS OF, OR DAMAGE OF ANY KIND TO, ANY
                                    AIRCRAFT, COMPONENT, EQUIPMENT,
                                    ACCESSORY OR PART PROVIDED UNDER THIS
                                    AGREEMENT;

                           (c)      LOSS OF PROFITS AND/OR REVENUES;

                           (d)      ANY OTHER INCIDENTAL OR CONSEQUENTIAL
                                    DAMAGE.

                  THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS
                  AGREEMENT WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT
                  BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE
                  BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12
                  (AND RELATED LETTER AGREEMENTS) SHOULD FOR ANY REASON BE
                  HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER
                  OF THIS CLAUSE 12 (AND RELATED LETTER AGREEMENTS) WILL
                  REMAIN IN FULL FORCE AND EFFECT.

12.7              DUPLICATE REMEDIES

                  THE REMEDIES PROVIDED TO THE BUYER UNDER THIS CLAUSE 12
                  (AND RELATED LETTER AGREEMENTS) AS TO ANY DEFECT IN
                  RESPECT OF THE AIRCRAFT OR ANY PART THEREOF ARE NOT
                  CUMULATIVE. THE BUYER WILL BE ENTITLED TO THE ONE REMEDY
                  THAT PROVIDES THE MAXIMUM BENEFIT TO IT, AS THE BUYER MAY
                  ELECT, PURSUANT TO THE TERMS AND CONDITIONS OF THIS
                  CLAUSE 12 (AND RELATED LETTER AGREEMENTS) FOR ANY SUCH
                  PARTICULAR DEFECT FOR WHICH REMEDIES ARE PROVIDED UNDER
                  THIS CLAUSE 12 (AND RELATED LETTER AGREEMENTS); PROVIDED,
                  HOWEVER, THAT, *** THE BUYER WILL NOT BE ENTITLED TO
                  ELECT A REMEDY UNDER ONE PART OF THIS CLAUSE 12 (AND
                  RELATED LETTER AGREEMENTS) THAT CONSTITUTES A DUPLICATION
                  OF ANY REMEDY ELECTED BY IT UNDER ANY OTHER PART HEREOF
                  FOR THE SAME DEFECT.

                  ***

UNQUOTE

                  IN CONSIDERATION OF THE ASSIGNMENT AND SUBROGATION BY THE
                  SELLER UNDER THIS CLAUSE 12 (AND RELATED LETTER
                  AGREEMENTS) IN FAVOR OF THE BUYER IN RESPECT OF THE
                  SELLER'S RIGHTS AGAINST AND OBLIGATIONS TO THE
                  MANUFACTURER UNDER THE PROVISIONS QUOTED ABOVE, THE BUYER
                  HEREBY ACCEPTS SUCH ASSIGNMENT AND SUBROGATION AND AGREES
                  TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND
                  LIMITATIONS THEREIN CONTAINED, SPECIFICALLY INCLUDING,
                  WITHOUT LIMITATION, THE EXCLUSIVITY OF WARRANTIES AND
                  GENERAL LIMITATIONS OF LIABILITY PROVISIONS AND DUPLICATE
                  REMEDIES PROVISIONS.

                  THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS AND RELATED
                  LETTER AGREEMENTS) SETS FORTH THE EXCLUSIVE WARRANTIES,
                  EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
                  SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE
                  BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING
                  FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND
                  IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR
                  SERVICE DELIVERED UNDER THIS AGREEMENT.

                  THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND
                  REMEDIES IN THIS CLAUSE 12 (AND RELATED LETTER
                  AGREEMENTS) ARE ADEQUATE AND SUFFICIENT TO PROTECT THE
                  BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY
                  KIND IN THE GOODS AND SERVICES SUPPLIED UNDER THIS
                  AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND
                  RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES
                  AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS,
                  CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER,
                  WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR
                  STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY
                  NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY
                  AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR
                  SERVICE DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT
                  LIMITED TO, UNLESS OTHERWISE PROVIDED FOR IN THIS CLAUSE
                  12 (AND RELATED LETTER AGREEMENTS):

                  (1)      ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM
                           COURSE OF PERFORMANCE, COURSE OF DEALING OR
                           USAGE OF TRADE;

                  (2)      ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

                  (3)      ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY
                           THEORY OF LIABILITY, HOWEVER ALLEGED, INCLUDING,
                           BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS FOR
                           NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS,
                           WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT
                           LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

                  (4)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE
                           UNIFORM COMMERCIAL CODE OR ANY OTHER STATE OR
                           FEDERAL STATUTE;

                  (5)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY
                           REGULATIONS OR STANDARDS IMPOSED BY ANY
                           INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR
                           AGENCY;

                  (6)      ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE
                           COMPENSATED FOR:

                           (a)      LOSS OF USE OR REPLACEMENT OF ANY
                                    AIRCRAFT, COMPONENT, EQUIPMENT,
                                    ACCESSORY OR PART PROVIDED UNDER THIS
                                    AGREEMENT;

                           (b)      LOSS OF, OR DAMAGE OF ANY KIND TO, ANY
                                    AIRCRAFT, COMPONENT, EQUIPMENT,
                                    ACCESSORY OR PART PROVIDED UNDER THIS
                                    AGREEMENT;

                           (c)      LOSS OF PROFITS AND/OR REVENUES;

                           (d)      ANY OTHER INCIDENTAL OR CONSEQUENTIAL
                                    DAMAGE.

                  THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS
                  AGREEMENT WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT
                  BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE
                  BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12
                  (AND RELATED LETTER AGREEMENTS) SHOULD FOR ANY REASON BE
                  HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER
                  OF THIS CLAUSE 12 (AND RELATED LETTER AGREEMENTS) WILL
                  REMAIN IN FULL FORCE AND EFFECT.

                  The remedies provided to the Buyer under this Clause 12
                  (and related Letter Agreements) as to any defect in
                  respect of the Aircraft or any part thereof are not
                  cumulative. The Buyer will be entitled to the one remedy
                  that provides the maximum benefit to it, as the Buyer may
                  elect, pursuant to the terms and conditions of this
                  Clause 12 (and related Letter Agreements) for any such
                  particular defect for which remedies are provided under
                  this Clause 12 (and related Letter Agreements); provided,
                  however, that, *** the Buyer will not be entitled to
                  elect a remedy under one part of this Clause 12 (and
                  related Letter Agreements) that constitutes a duplication
                  of any remedy elected by it under any other part hereof
                  for the same defect. ***

12.8              SURVIVABILITY

                  In respect of all delivered Aircraft, the provisions of
                  this Clause 12 (and related Letter Agreements) will
                  survive any termination of this Agreement.


13 -              PATENT INDEMNITY

                  The Seller, in its capacity as "Buyer" under its
                  arrangements with the Manufacturer, has negotiated and
                  obtained the following Patent Indemnity from the
                  Manufacturer with respect to the Aircraft, subject to the
                  terms, conditions, limitations and restrictions
                  (including, but not limited to, the waiver, release and
                  renunciation provision) all as hereinafter set out. The
                  Seller hereby guarantees to the Buyer the performance by
                  the Manufacturer of the Manufacturer's obligations and
                  assigns to the Buyer, and the Buyer hereby accepts, all
                  of the rights and obligations of the Seller in the
                  Seller's capacity as "Buyer" as aforesaid under the said
                  Patent Indemnity and the Seller subrogates the Buyer into
                  all such rights and obligations in respect of the
                  Aircraft. The Seller hereby warrants to the Buyer that
                  the Seller has all requisite authority to make the
                  foregoing assignment and effect the foregoing subrogation
                  to and in favor of the Buyer and that the Seller will not
                  enter into any amendment of the provisions so assigned
                  without the prior written consent of the Buyer.
                  Capitalized terms utilized in the following provisions
                  have the meanings assigned thereto in this Agreement,
                  except that the term "Seller" refers to the Manufacturer
                  and the term "Buyer" refers to the Seller and
                  cross-references herein refer to Clauses and Exhibits in
                  this Agreement or to Paragraphs in any Letter Agreement
                  hereto.

QUOTE

13.1              Scope

                  The Seller will indemnify the Buyer from and against any
                  damages, costs and expenses including reasonable legal
                  costs (excluding damages, costs, expenses, loss of
                  profits and other liabilities in respect of or resulting
                  from loss of use of any Aircraft) in case of any actual
                  or alleged infringement by any Aircraft or any
                  Warranted Part or the use thereof of

                  (i)      any British, French, German, Spanish or US
                           patent, or

                  (ii)     any patent issued under the laws of any other
                           country in which the Buyer may lawfully operate
                           the Aircraft, provided that

                           (a)      from the time of design of such
                                    Aircraft, accessory, equipment or part
                                    and until infringement claims are
                                    resolved, such country and the flag
                                    country of the Aircraft is each a party
                                    to the Chicago Convention on
                                    International Civil Aviation of
                                    December 7, 1944, and is bound by and
                                    entitled to all benefits of Article 27
                                    thereof,

                           or in the alternative,

                           (b)      from such time of design and until
                                    infringement claims are resolved, such
                                    country and the flag country of the
                                    Aircraft is each a party to the
                                    International Convention for the
                                    Protection of Industrial property of
                                    March 20, 1883 (known as the "Paris
                                    Convention").

                  The Seller's undertaking under this Clause 13 will not
                  apply to components, accessories, equipment or parts
                  which are not Warranted Parts.

13.2              Seller's Action

                  Should the Buyer be enjoined (temporarily or permanently)
                  from using any part of an Aircraft by reason of actual or
                  alleged infringement of a patent covered by Subclause
                  13.1, the Seller will as soon as practicable, after good
                  faith consultation with the Buyer and at the Seller's
                  expense, either (i) procure for the Buyer the right to
                  use such part free of any liability for patent
                  infringement or (ii) as soon as possible replace such
                  part with a non-infringing substitute otherwise complying
                  with the requirements of this Agreement.

13.3              Seller's Obligation

                  The Seller's obligation hereunder with respect to any
                  actual or alleged infringement is conditioned upon
                  commencement of suit against the Buyer for infringement
                  or the Buyer's receipt of a written claim alleging
                  infringement, and upon written notice by the Buyer to the
                  Seller within ten (10) days after receipt by the Buyer of
                  notice of the institution of such suit or claim, giving
                  particulars thereof. The Seller will have the option but
                  not the obligation at any time to conduct negotiations
                  with the party or parties charging infringement and may
                  intervene in any suit commenced. Whether or not the
                  Seller intervenes in any such suit, it will be entitled
                  at any stage of the proceedings to assume, conduct or
                  control the defense thereof.

                  The Seller's obligation hereunder with respect to any
                  actual or alleged infringement is also conditioned upon
                  (i) the Buyer's promptly furnishing to the Seller all the
                  data, papers, records and other assistance within the
                  control of the Buyer material to the resistance of or
                  defense against any such charge or suits for
                  infringement, (ii) the Buyer's use of diligent efforts in
                  full cooperation with the Seller to reduce royalties,
                  damages, costs and expenses involved, (iii) the Seller's
                  prior approval of the Buyer's payment, assumption or
                  admission of any liabilities, expenses, costs or
                  royalties for which the Seller is asked to respond and
                  (iv) the Buyer's not otherwise acting in a manner
                  prejudicial to its or the Seller's defense of the action.

13.4              WAIVER

                  THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE
                  OBLIGATIONS AND LIABILITIES OF THE SELLER UNDER THIS
                  CLAUSE 13 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE
                  BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER
                  INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND
                  LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS
                  AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR
                  IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT
                  LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
                  REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR
                  REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY
                  ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE BY ANY
                  AIRCRAFT, ACCESSORY, EQUIPMENT OR PART, OR THE USE OR
                  SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE
                  AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD
                  UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS
                  SUBCLAUSE 13.4 WILL REMAIN IN FULL FORCE AND EFFECT. THIS
                  PATENT INDEMNITY WILL NOT BE EXTENDED, ALTERED OR VARIED
                  EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND
                  THE BUYER.

UNQUOTE

                  In consideration of the assignment and subrogation by the
                  Seller under this Clause 13 in favor of the Buyer in
                  respect of the Seller's rights against and obligations to
                  the Manufacturer under the provisions quoted above, the
                  Buyer hereby accepts such assignment and subrogation and
                  agrees to be bound by all of the terms, conditions and
                  limitations therein contained (specifically including,
                  without limitation, the waiver, release and renunciation
                  provision).

                  THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE
                  OBLIGATIONS AND LIABILITIES OF THE SELLER UNDER THIS
                  CLAUSE 13 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE
                  BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER
                  INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND
                  LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS
                  AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR
                  IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT
                  LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
                  REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR
                  REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY
                  ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE BY ANY
                  AIRCRAFT, ACCESSORY, EQUIPMENT OR PART, OR THE USE OR
                  SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE
                  AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD
                  UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS
                  CLAUSE WILL REMAIN IN FULL FORCE AND EFFECT. THIS PATENT
                  INDEMNITY WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT
                  BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE
                  BUYER.

13.5              SURVIVABILITY

                  In respect of all delivered Aircraft, the provisions of
                  this Clause 13 will survive any termination of this
                  Agreement.


14 -              TECHNICAL PUBLICATIONS

14.1              Scope

                  The Seller will provide the Buyer or cause the Buyer to
                  be provided with a set of technical publications to
                  support the operation of the Aircraft in accordance with
                  the terms set forth in this Clause 14 (the "Technical
                  Publications"). Such Technical Publications are listed in
                  Exhibit "F" of this Agreement together with the form,
                  type, format and quantity of each such Technical
                  Publication.

14.2              Specification

14.2.1            The Technical Publications are prepared according to
                  applicable ATA specifications. Exhibit "F" references the
                  relevant ATA specification for each affected Technical
                  Publication.

14.2.2            Technical Publications will be customized as indicated in
                  Exhibit "F." ***

14.2.3            Technical Publications at delivery of the Aircraft will
                  correspond to the Specifications of the Aircraft as
                  defined at least six (6) months before such delivery. The
                  Seller will continuously monitor technological and ATA
                  specification developments and apply them to the
                  production and method of transmission of Technical
                  Publications.

14.3              Delivery

                  The Technical Publications and corresponding revisions
                  that the Seller will supply or cause to be supplied in
                  accordance with the terms of this Clause 14 will be sent
                  to one address only, as defined by the Buyer.

                  The quantities of the Technical Publications to be
                  delivered on or before the delivery of the first Aircraft
                  will be mutually agreed. The Seller will send or cause to
                  be sent additional quantities of Technical Publications
                  as required by the Buyer upon thirty (30) days' prior
                  notice.

                  Technical Publications and their revisions will be
                  shipped by the quickest transportation methods. The
                  shipments ***.

14.4              Language

                  The Technical Publications (including drawings) will be
                  supplied in the English language using aeronautical
                  terminology in common use.

14.5              Revision Service

14.5.1            General

                  Unless otherwise specifically stated, ***.

14.5.2            Service Bulletins

                  Service Bulletin (SB) information will be incorporated
                  into the Technical Publications after notice from the
                  Buyer of embodiment of a Service Bulletin. The split
                  effectivity for the corresponding Service Bulletin will
                  remain in the Technical Publications until notification
                  from the Buyer that embodiment of such Service Bulletin
                  has been completed for all the Aircraft.

14.5.3            Customer Originated Changes

14.5.3.1          Buyer-originated data documented in the Buyer's own
                  Request for Publication Change ("Customer Originated
                  Changes" or "COC") may be introduced into the following
                  customized Technical Publications:

                  (i)    Aircraft Maintenance Manual
                  (ii)   Illustrated Parts Catalog
                  (iii)  Trouble Shooting Manual
                  (iv)   Wiring Manual (Schematics, Wirings, Lists)

14.5.3.2          The Buyer will issue COC in accordance with the
                  provisions of the "Guidelines for Customer Originated
                  Changes" issued by the Seller and will label such data
                  "COC."

14.5.3.3          The Seller will use all reasonable efforts to introduce
                  the COC into the relevant Technical Publications as soon
                  as possible following the receipt of complete and
                  accurate data for processing, but no later than two (2)
                  revisions after submission of the COC.

14.5.3.4          COC data will be incorporated by the Seller in all
                  affected customized Technical Publications, unless the
                  Buyer specifies in writing to the Seller into which
                  Technical Publications the COC data will be incorporated.
                  The customized Technical Publications into which the COC
                  data are incorporated will only show the Aircraft
                  configuration that reflects the COC data and not the
                  configuration before incorporation of such COC data.

14.5.3.5          The Buyer hereby acknowledges and accepts that the
                  incorporation of any COC into the Technical Publication
                  issued by or caused to be issued by the Seller will be
                  entirely at the Buyer's risk. Accordingly, the Seller
                  will be under no liability whatsoever in respect of
                  either the engineering contents of any COC, including any
                  omissions or inaccuracies therein, or the effect that
                  incorporation of such COC may have on the Technical
                  Publications.

14.5.3.6          The Seller will not be required to check any COC data
                  submitted for incorporation as aforementioned, and the
                  Buyer will ensure that all COC data submitted for
                  incorporation into a Technical Publication have received
                  prior approval from its local airworthiness authority.

14.5.3.7          IN THE EVENT THAT THE SELLER AND/OR THE MANUFACTURER IS
                  REQUIRED UNDER ANY COURT ORDER OR SETTLEMENT TO INDEMNIFY
                  IN WHOLE OR IN PART ANY THIRD PARTY FOR INJURY, LOSS OR
                  DAMAGE INCURRED DIRECTLY OR INDIRECTLY AS A RESULT OF
                  INCORPORATION OF ANY COC INTO THE TECHNICAL PUBLICATIONS
                  ISSUED OR CAUSED TO BE ISSUED BY THE SELLER, THE BUYER
                  AGREES TO DEFEND, INDEMNIFY OR HOLD HARMLESS THE SELLER
                  AND/OR THE MANUFACTURER FOR ALL PAYMENTS OR SETTLEMENTS
                  MADE IN RESPECT OF SUCH INJURY, LOSS OR DAMAGE INCLUDING
                  ANY EXPENSES INCURRED BY THE SELLER AND/OR THE
                  MANUFACTURER IN DEFENDING SUCH CLAIMS, PROVIDED THAT THE
                  BUYER IS PROVIDED AN OPPORTUNITY TO ASSUME THE DEFENSE
                  AND/OR A SETTLEMENT OF SUCH CLAIM. THIS INDEMNIFICATION
                  BY THE BUYER WILL IN NO EVENT BE AFFECTED BY ANY WRITTEN
                  OR ORAL COMMUNICATION THAT THE SELLER OR THE MANUFACTURER
                  MAY MAKE TO THE BUYER IN RESPECT OF SUCH DOCUMENTATION.

14.5.3.8          The price for the incorporation of any COC as aforesaid
                  will be invoiced to the Buyer under conditions specified
                  in the Seller's then current Support Services Price
                  Catalog. ***

14.6              Vendor Equipment

14.6.1            Information relating to Vendor equipment that is
                  installed on the Aircraft by the Seller will be included
                  free of charge in the basic issue of the Technical
                  Publications, to the extent necessary for the
                  understanding of the systems concerned.

14.6.2            The Buyer will supply or cause to be supplied to the
                  Seller the data related to Buyer Furnished Equipment and
                  Seller Furnished Equipment not covered in the Seller's
                  standard Seller Furnished Equipment definition at least
                  six (6) months before the scheduled delivery of the
                  customized Technical Publications.

14.6.3            The Seller will introduce into the basic issue of the
                  Technical Publications the data related to Buyer
                  Furnished Equipment and Seller Furnished Equipment, at no
                  charge to the Buyer.

14.7              Aircraft Identification for Technical Publications

                  For the customized Technical Publications the Buyer
                  agrees to the allocation of Fleet Serial Numbers from 001
                  up to 999. The sequence will be interrupted only if two
                  (2) different Propulsion Systems manufacturers are
                  selected and/or different aircraft models are chosen.

                  The Buyer will indicate to the Seller the Fleet Serial
                  Number allocated to the Aircraft Manufacturer's Serial
                  Number within forty-five (45) days after execution of
                  this Agreement. The allocation of Fleet Serial Numbers to
                  Manufacturer's Serial Numbers will not constitute any
                  proprietary, insurable or other interest whatsoever of
                  the Buyer in any Aircraft prior to delivery of and
                  payment for such Aircraft as provided in this Agreement.

                  The relevant customized Technical Publications are:

                  (i)      Aircraft Maintenance Manual
                  (ii)     Illustrated Parts Catalog
                  (iii)    Trouble Shooting Manual
                  (iv)     Wiring Manuals (Schematics, Wirings, Lists)

14.8              Airworthiness Authority

                  It will be the responsibility of the Buyer to provide its
                  local airworthiness authority with such Technical
                  Publications as it may require, using the Technical
                  Publications delivered by the Seller to the Buyer in
                  accordance with the terms hereof.

14.9              Additional Requirements

                  If feasible the Seller will comply with the Buyer's
                  request to change the form, quantity, type and/or
                  revisions of any of the data specified in Exhibit "F,"
                  upon receipt of the Buyer's purchase order. The charges
                  for such changes will be invoiced to the Buyer under
                  conditions specified in the Seller's then current Support
                  Services Price Catalog.

14.10             Future Developments

                  The Seller will continuously monitor technological
                  developments and apply them to document production and
                  method of transmission where beneficial and
                  economical.

14.11             Proprietary Rights

14.11.1           All proprietary rights, including but not limited to
                  patent, design and copyrights, relating to Technical
                  Publications and data supplied under this Agreement, will
                  remain with the Seller. All such Technical Publications
                  and data are supplied to the Buyer for the sole use of
                  the Buyer, who undertakes not to divulge the contents
                  thereof to any third party save as permitted therein, or
                  as provided in Subclause 14.11.2, or otherwise pursuant
                  to any governmental or legal requirement imposed upon the
                  Buyer. These proprietary rights will also apply to any
                  translation into a language or languages or media that
                  may have been performed or caused to be performed by the
                  Buyer.

14.11.2           This Agreement does not restrict the Buyer from using any
                  Technical Publications or data supplied by the Seller for
                  the purpose of maintenance, repair or modification of
                  Aircraft. ***

14.11.3           Drawings of the Manufacturer are provided to the Buyer
                  under the express condition that the Manufacturer will
                  have no liability, whether in contract or tort, arising
                  from or in connection with the use of a drawing of the
                  Manufacturer by the Buyer.

14.11.4           In the event that the Seller has authorized the
                  disclosure to third parties, either under this Agreement
                  or by express written authorization, the Buyer will
                  undertake to bind such third party to the same conditions
                  and restrictions as the Buyer with respect to such
                  disclosure, as set forth in this Subclause 14.11.

14.12             Warranties as to Technical Publications

                  The Seller warrants that the Technical Publications are
                  prepared in accordance with the state of the art at the
                  date of their conception. Should a Technical Publication
                  prepared by the Seller contain errors or omissions, the
                  sole and exclusive liability of the Seller will be, at
                  its option, to correct or replace such Technical
                  Publication. *** Notwithstanding the above, no warranties
                  of any kind are given for the Customer Originated
                  Changes, as set forth in Subclause 14.5.3. The
                  Exclusivity of Warranties and General Limitations of
                  Liability provisions of Subclause 12.6 of this Agreement
                  will apply to all Technical Publications.


15 -              CUSTOMER ASSISTANCE

15.1              Field Assistance

15.1.1            The Seller will provide or cause to be provided at no
                  charge to the Buyer the following services at the Buyer's
                  main base or at locations to be designated by the Buyer.

15.1.2            The Seller will provide Resident Customer Support
                  Representatives acting in an advisory capacity at the
                  Buyer's main base ***. The actual number of Resident
                  Customer Support Representatives allocated to the Buyer
                  will be mutually agreed.

15.1.3            If requested by the Buyer, the Seller will arrange for
                  similar services to be procured by competent
                  representatives of the Propulsion Systems manufacturer
                  and, by representatives of Vendors (other than Vendors of
                  Buyer Furnished Equipment).

15.2              Customer Support Director

                  The Seller will provide one (1) Customer Support Director
                  based in Herndon, Virginia, to liaise between the
                  Manufacturer and the Buyer on product support matters
                  after execution of this Agreement for as long as any of
                  the Aircraft is operated by the Buyer.

15.3              Buyer's Service

                  For as long as the Resident Customer Support
                  Representative(s) specified in Subclause 15.1.1 above
                  remain(s) with the Buyer, the Buyer will furnish without
                  charge, suitable office space, office equipment and
                  facilities in or conveniently near the Buyer's
                  maintenance facilities. The Buyer will provide
                  telecommunications facilities at the Seller's cost to be
                  invoiced on a monthly basis.

15.4              Advisory Capacity

                  In providing the technical services contemplated by this
                  Agreement, all of the Seller's, Manufacturer's and
                  Associated Contractors, and any of their employees,
                  representatives, or agents are deemed to be acting in an
                  advisory capacity only and at no time will they be deemed
                  to be acting, either directly or indirectly, as the
                  agents or employees of the Buyer.

15.5              Temporary Assignment of Customer Support Representative

                  The Buyer agrees that the Seller will have the right upon
                  notice to and consultation with the Buyer to transfer or
                  recall any Customer Support Representative(s) on a
                  temporary or permanent basis. The Buyer will receive
                  credit for the man-days during which any Customer Support
                  Representative is absent from the Buyer's facility
                  pursuant to this Subclause 15.5.

15.6              INDEMNITY AND INSURANCE

15.6.1            SCOPE

                  IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS
                  CLAUSE 15, THE BUYER AND THE SELLER PROVIDE THE
                  INDEMNITIES SET FORTH IN SUBCLAUSES 15.6.2 AND 15.6.3.

15.6.2            BUYER'S INDEMNITY

                  THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER,
                  THE MANUFACTURER, ASC AND EACH OF THE ASSOCIATED
                  CONTRACTORS AND THEIR RESPECTIVE SUBCONTRACTORS AND THEIR
                  RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND
                  EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES,
                  LOSSES, LOSS OF USE, COSTS AND EXPENSES

                  (I)      FOR ALL INJURIES TO AND DEATHS OF PERSONS
                           (EXCEPTING INJURIES TO AND DEATHS OF THE
                           SELLER'S REPRESENTATIVES PROVIDING THE SERVICES
                           UNDER THIS CLAUSE) CAUSED BY THE SELLER OR ITS
                           REPRESENTATIVES, AND

                  (II)     FOR LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING
                           LOSS OF OR DAMAGE TO PROPERTY OF THE SELLER'S
                           SAID REPRESENTATIVES), CAUSED BY THE SELLER OR
                           ITS REPRESENTATIVES.

                  ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF
                  SERVICES UNDER THIS CLAUSE 15.

                  THIS INDEMNITY OF THE BUYER WILL NOT APPLY FOR ANY SUCH
                  LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING
                  OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS
                  NEGLIGENCE OF THE SELLER'S, THE MANUFACTURER'S OR ANY OF
                  THE ASSOCIATED CONTRACTORS' OR THEIR RESPECTIVE
                  SUBCONTRACTORS' OR THEIR RESPECTIVE OFFICERS', AGENTS' OR
                  EMPLOYEES' SAID REPRESENTATIVES.

15.6.3            SELLER'S INDEMNITY

                  THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER,
                  ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND
                  AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND
                  EXPENSES

                  (I)      FOR INJURIES TO OR DEATHS OF THE SELLER'S SAID
                           REPRESENTATIVES PROVIDING THE SERVICES UNDER THIS
                           CLAUSE,

                  (II)     FOR LOSS OF OR DAMAGE TO PROPERTY OF THE SELLER'S
                           SAID REPRESENTATIVES, AND

                  (III)    ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT
                           OR GROSS NEGLIGENCE OF THE SELLER'S SAID
                           REPRESENTATIVES.

                  WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING
                  SENTENCE, THE SELLER WILL NOT BE OBLIGATED TO INDEMNIFY
                  OR HOLD HARMLESS THE BUYER WHERE THE SELLER'S
                  LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE
                  FROM THE BUYER'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

15.6.4            CLAIMS

                  IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT
                  AGAINST EITHER PARTY (OR ITS RESPECTIVE DIRECTORS,
                  OFFICERS, AGENTS OR EMPLOYEES) FOR DAMAGES FOR DEATH OR
                  INJURY OR FOR PROPERTY DAMAGE, THE LIABILITY FOR WHICH
                  HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS
                  SUBCLAUSE 15.6, THE FORMER (INDEMNITEE) WILL PROMPTLY
                  GIVE NOTICE TO THE OTHER PARTY (INDEMNITOR), AND THE
                  INDEMNITOR WILL HAVE THE RIGHT TO INVESTIGATE, AND THE
                  RIGHT IN ITS SOLE DISCRETION TO ASSUME AND CONDUCT THE
                  DEFENSE OF OR SETTLE OR COMPROMISE, SUCH CLAIM, ACTION,
                  PROCEEDING OR LAWSUIT.

                  HOWEVER, IF IN THE REASONABLE OPINION OF THE INDEMNITEE,
                  SUCH DEFENSE, SETTLEMENT OR COMPROMISE INVOLVES THE
                  POTENTIAL IMPOSITION OF CRIMINAL LIABILITY ON THE
                  INDEMNITEE OR A CONFLICT OF INTEREST BETWEEN THE
                  INDEMNITOR AND THE INDEMNITEE, THE INDEMNITOR WILL NOT BE
                  ENTITLED TO ASSUME AND CONDUCT THE DEFENSE OF ANY SUCH
                  CLAIM, ACTION, PROCEEDING OR LAWSUIT. THE INDEMNITEES
                  WILL BE ENTITLED, AT THEIR OWN EXPENSE, ACTING THROUGH
                  ONE (1) COUNSEL, TO PARTICIPATE IN ANY CLAIM, ACTION,
                  PROCEEDING OR LAWSUIT THE DEFENSE OF WHICH HAS BEEN
                  ASSUMED BY THE INDEMNITOR PURSUANT TO THE PRECEDING
                  PROVISIONS, PROVIDED, THAT SUCH PARTICIPATION DOES NOT,
                  IN THE REASONABLE OPINION OF INDEPENDENT COUNSEL OF THE
                  INDEMNITOR, INTERFERE WITH THE CONDUCT OF SUCH DEFENSE.
                  NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO SETTLEMENT
                  OR COMPROMISE WILL BE ENTERED INTO WITHOUT THE PRIOR
                  WRITTEN CONSENT OF THE INDEMNITEE, WHICH CONSENT WILL NOT
                  BE UNREASONABLY WITHHELD OR DELAYED. EACH INDEMNITEE WILL
                  COOPERATE WITH THE INDEMNITOR IN THE INVESTIGATION AND
                  CONDUCT OF THE DEFENSE OF ANY CLAIM, ACTION, PROCEEDING
                  OR LAWSUIT INDEMNIFIED HEREUNDER.

                  IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND
                  CONDUCT THE DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE
                  INDEMNITEE WILL HAVE THE RIGHT TO PROCEED WITH THE
                  DEFENSE OF THE CLAIM OR LAWSUIT AS IT DEEMS APPROPRIATE
                  AND WILL HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY
                  JUDGMENTS, SETTLEMENTS, COSTS OR EXPENSES INCURRED IN
                  CONDUCTING SAID DEFENSE. FOR THE PURPOSE OF THIS
                  SUBCLAUSE 15.6, A CLAIM OR LAWSUIT AGAINST THE
                  MANUFACTURER OR ANY OF THE ASSOCIATED CONTRACTORS OR ANY
                  OF THEIR RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR
                  RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES WILL
                  BE DEEMED TO BE A CLAIM OR LAWSUIT AGAINST THE SELLER.

15.6.5            INSURANCE

                  FOR THE PERIOD OF PERFORMANCE DESCRIBED IN THIS CLAUSE,
                  THE BUYER WILL

                  (I)      INDEMNIFY AND WAIVE ANY RIGHTS OF RECOURSE OR
                           SUBROGATION AGAINST THE SELLER, THE MANUFACTURER
                           AND ASC, AND EACH OF THE ASSOCIATED CONTRACTORS
                           AND THEIR RESPECTIVE SUBCONTRACTORS AND THEIR
                           RESPECTIVE DIRECTORS, OFFICERS, AGENTS,
                           EMPLOYEES AND SUBCONTRACTORS IN RESPECT OF ALL
                           RISKS HULL INSURANCE POLICY, AND

                  (II)     EFFECT INSURANCE TO COVER THIRD-PARTY LIABILITY
                           RISKS ARISING DURING SAID PERFORMANCE IN AN
                           AMOUNT SATISFACTORY TO THE SELLER, NAMING THE
                           SELLER AND ITS DIRECTORS, OFFICERS, AGENTS AND
                           EMPLOYEES AS ADDITIONAL INSURED.

                  SUCH INSURANCE WILL CONTAIN A CROSS-LIABILITY CLAUSE AND
                  WILL ALSO CONTAIN A THIRTY (30)-DAY NOTICE-OF-CANCELLATION
                  PROVISION.  UPON REQUEST, THE BUYER WILL DELIVER TO THE
                  SELLER A CERTIFICATE OF INSURANCE EVIDENCING THE
                  COVERAGE REQUIRED BY THIS CLAUSE.


16 -              TRAINING

16.1              Scope

                  The Seller will provide or cause to be provided for the
                  Buyer's personnel training described in this Clause 16
                  ("Training").

16.2              Course Organization and Administration

16.2.1            Location and Scheduling

                  In general, Training will be held either at the Airbus
                  Service Company Training Center, in Miami, Florida (the
                  "ATC-Miami"), or at the Airbus Training Center in
                  Toulouse, France (the "ATC-Toulouse"). Subject to
                  availability of training slots at the time and at the
                  selected location, the location of the Training will be
                  at the Buyer's choice. The Seller will ensure that the
                  Buyer's training plans (to be provided to the Seller
                  reasonably in advance of the delivery of Aircraft) are
                  implemented for a safe and smooth entry-into-service of
                  the Aircraft. However, certain Training courses may also
                  be held at the Buyer's base or other location, if
                  practicable, under terms and conditions to be mutually
                  agreed. The Buyer's training plans will include: (i)
                  just-in-time (determined on a reasonable basis) training
                  of flight crews, (ii) all necessary simulator time for
                  regular transition courses, and (iii) aircraft experience
                  for check pilots, and (iv) maintenance, dispatch and
                  flight attendant training.

                  Training courses will be scheduled for a minimum and
                  maximum number of participants, at dates mutually agreed
                  during a training conference to be held as soon
                  as practicable (the "Training Conference").

16.2.2            Course Content

                  Training courses will include features of the
                  Specifications required for training purposes, as known
                  at the latest six (6) months before the first Training
                  course starts. The Seller will endeavor to incorporate
                  training features that become known after the six-month
                  deadline. When the Seller does not provide maintenance or
                  flight attendant training on the Seller's approved Buyer
                  Furnished Equipment, the Seller will ensure that the
                  Buyer gets the relevant training support from the
                  supplier of the said equipment. Training courses will be
                  FAA approved "Transition Courses." The Seller will
                  provide the Buyer with A330/A340 differences training for
                  flight crew, maintenance, dispatch and/or flight
                  attendant personnel.

                  Training equipment used for flight and maintenance crew
                  training will reflect the Specifications as closely as
                  possible and will meet requirements to receive and
                  maintain the relevant FAA course approval. Maintenance
                  training will not assume prior knowledge of any Airbus
                  aircraft. The Seller will be responsible for all Training
                  course syllabi, training aids, equipment and materials.

16.2.3            Course Guidelines

                  Courses are designed and approved to bring jet transport
                  specialists to a professional knowledge of the Aircraft
                  and satisfy FAA requirements for training and checking.
                  The Seller will use reasonable efforts to satisfy the
                  Buyer's requirements and policies regarding training.

                  In addition:

                  (i)      Training will be conducted in English, and all
                           training materials are written in English using
                           common aeronautical terminology.

                  (ii)     Pilot trainees will have the prerequisite jet
                           transport category experience defined in
                           Appendix "A" to this Clause 16.

                  (iii)    Avionics courses (listed in Appendix "B" to this
                           Clause 16) are designed for avionics specialists
                           knowledgeable of ARINC 429 liaisons.

                  (iv)     The Buyer will give the Seller a list of
                           trainees enrolling in each Training course.

                  (v)      The Seller will not be liable for the
                           unsatisfactory performance of individual
                           trainees for any reason solely and directly
                           outside the Seller's control.

                  (vi)     The Seller will consult with the Buyer if the
                           Seller finds that a trainee lacks entry-level
                           knowledge. After such consultation, the trainee
                           will either be cycled through an entry-level
                           training program or be withdrawn from the
                           Training course. All costs associated with such
                           entry-level program and with the cancellation of
                           the scheduled transition training will be
                           charged to the Buyer's account.

                  (vii)    The Seller will give all trainees who
                           satisfactorily complete Training courses a
                           certificate of completion including the
                           instructor's name and identification number.
                           This certificate will not represent authority or
                           qualification by any official civil aviation
                           authority, although it may be presented to such
                           authority as an attestation of completion of the
                           Seller's training courses.

                  (viii)   An extension in duration, a repetition or a
                           deviation from the standard of any course to be
                           given or in progress (for reasons due to the
                           Buyer, including, but not limited to,
                           unsatisfactory performance of the trainees) will
                           be provided on the Buyer's request and/or on the
                           Seller's advice and subject to mutual agreement.
                           ***

16.2.4            Additional Training

                  Besides the free-of-charge Training courses provided
                  pursuant to Subclause 16.3, the Seller will offer
                  additional training courses and training services at the
                  Buyer's expense, subject to availability.

16.2.5            Training at the Buyer's Base

16.2.5.1          At the Buyer's request, and if practicable, the Training
                  will be provided by the Seller's instructors at any
                  location other than ATC-Miami or ATC-Toulouse. ***

                  The Buyer may provide the Seller with air travel for the
                  Seller's instructors to and from ATC-Miami or
                  ATC-Toulouse, as applicable, and the place of assignment.

16.2.5.2          The Training equipment necessary for course performance
                  on the Buyer's request at any location other than
                  ATC-Miami or ATC-Toulouse will be provided by the Buyer
                  in accordance with the Seller's specifications. In the
                  event the Buyer cannot make available the relevant
                  equipment, the Seller will use reasonable efforts to
                  provide this equipment and send it by air from Miami,
                  Florida, or Toulouse, France, to the course location and
                  back to Miami, Florida, or Toulouse, France, at the
                  Buyer's expense.

16.2.6            Practical Training on Aircraft

16.2.6.1          [INTENTIONALLY LEFT BLANK]

16.2.6.2          Any *** Flight Crew Training involving the use of an
                  aircraft will be done on the Buyer's delivered Aircraft.
                  Should the Buyer require on-aircraft Flight Crew Training
                  to be done before delivery of the first Aircraft, then

                  (i)      the Seller will help the Buyer find a substitute
                           aircraft, and

                  (ii)     ***.

                  When on-aircraft Flight Crew Training is performed at
                  ATC-Toulouse, the Seller will provide free-of-charge line
                  maintenance, including servicing, preflight checks and
                  changing of minor components for the contractual training
                  sessions. In the case that the training is performed on
                  the Buyer's aircraft, the Buyer will provide a mutually
                  agreed batch of spare parts as required to support said
                  training and will bear all other expenses such as fuel,
                  oil and landing fees. In the event that the Seller is not
                  able to provide sufficient simulator time to train the
                  Buyer's crews, and it becomes necessary to use the
                  Aircraft instead, the Seller will compensate the Buyer US
                  $*** (US dollars-***) per flight hour.

                  Finally, the Buyer will meet the requirement for a
                  certificate of insurance set forth below in Subclause
                  16.6.5.

16.2.7            Buyer's Personnel Transportation

                  When flight crew, flight attendant, dispatch and
                  maintenance Training is done at ATC-Toulouse, the Seller
                  will provide free-of-charge local transportation by bus
                  for the Buyer's trainees to and from designated pick-up
                  points and the training center. The Seller will also
                  provide each flight crew with a rental car (with
                  unlimited mileage, the Buyer paying for gas) or taxi
                  transportation at the end of ground school to enable
                  crews to attend either simulator or flight sessions.

                  When training is done at ATC-Miami, the Seller will
                  provide a free-of-charge rental car (with unlimited
                  mileage, the Buyer paying for gas) or taxi transportation
                  for all of the Buyer's trainees, at the beginning of the
                  Training course. Due to local laws, the Buyer's trainees
                  must be over twenty-one (21) years of age to drive rental
                  cars.

16.2.8            Duration

                  The Training allowances provided in Subclause 16.3 will
                  be available ***.

16.3              Training Courses

16.3.1            Flight Crew Courses

16.3.1.1          Flight Crew Transition Course

                  The Seller will train free of charge *** flight crews
                  (each of which consists of a captain and a first officer)
                  per delivered Aircraft in accordance with the Buyer's
                  operational requirements. The courses will be either the
                  standard A330/A340 Flight Crew Transition course or, at
                  the election of the Buyer, the A320/A330/A340 Cross-Crew
                  Qualification ("CCQ") course for the pilots transitioning
                  from the A319 and/or A320 aircraft. The training manual
                  will be the Airbus Industrie Flight Crew Operating Manual
                  (FCOM) or the Buyer's flight crew training manual at the
                  Buyer's option. The Buyer's standard operating procedures
                  will be incorporated into the Seller's Flight Crew
                  Transition course, provided that the Buyer provides the
                  Seller such procedures at least one (1) month prior to
                  the start of the first Flight Crew Transition course. The
                  Buyer will receive no compensation from the Seller should
                  the Buyer elect to perform some Flight Crew Transition
                  courses partially or totally on dry lease.

16.3.1.2          Flight Crew Initial Operating Experience

                  To assist the Buyer with ETOPS/non-ETOPS Initial
                  Operating Experience during the Buyer's introduction of
                  the Aircraft into revenue service, the Seller will
                  provide the Buyer, or cause to be provided to the Buyer,
                  instructor-pilots free of charge *** to be used up to
                  nine (9) months after entry into service of the first
                  Aircraft. This assistance will be provided on the
                  Aircraft.

                  ***

16.3.1.3          Flight Instructor Familiarization Course

                  The Seller will provide a certain number of the Buyer's
                  Instructor pilots with a Flight Instructor
                  Familiarization Course.

16.3.2            Maintenance Courses

16.3.2.1          Maintenance Training

                  The Seller will provide free-of-charge Training courses
                  for ground personnel for a total of *** trainee-days of
                  instruction. The range of maintenance courses is listed
                  in Appendix "B" to this Clause 16. The Buyer may elect to
                  use part of this Training allowance to perform some
                  maintenance training classes at another US carrier on a
                  space available basis.

                  The trainee days will be counted as follows:

                  (i)      For instruction at ATC-Miami or at ATC-Toulouse,
                           the total number of trainee days counted will be
                           the number of trainees enrolled at the beginning
                           of a Training course multiplied by the number of
                           days of instruction.

                  (ii)     For instruction at locations other than the
                           ATC-Miami or at the ATC-Toulouse, the total
                           number of trainee days counted will be the
                           greater of twelve (12) and the number of
                           trainees enrolled at the beginning of a Training
                           course multiplied by the number of days of
                           detachment of the Seller's
                           instructor(s).

16.3.2.2          Maintenance Initial Operating Experience

                  [INTENTIONALLY LEFT BLANK]

16.3.3            Flight Attendants/Operations/Performance Courses

                  The Seller will provide free of charge *** trainee days
                  of instruction to be used for the training courses listed
                  in Appendix "C" to this Clause 16. In the event the Buyer
                  would like the main features of the Specifications to be
                  covered during the aircraft visit of the Flight
                  Attendants Familiarization Course, such visit may be
                  given as of two (2) weeks before delivery of the first
                  Aircraft.

16.3.4            Familiarization Training

                  At the Buyer's request the Seller will conduct general
                  familiarization courses for the Buyer's employees.
                  Training allowance in Subclause 16.3.2.1 will be used to
                  cover such courses.

16.3.5            Vendors and Engine Manufacturer Training

                  The Seller will ensure that the major Vendors and the
                  Propulsion Systems manufacturer will provide maintenance
                  and overhaul training on their products at appropriate
                  times as required by the Buyer.

                  A list of such major Vendors will be supplied to the
                  Buyer on request.

16.4              Training Aids and Materials

16.4.1            Training Aids for Trainees at the Seller's Training Centers

                  For the purposes of this Subclause 16.4.1, it is
                  understood that training aids and materials provided to
                  the Buyer's trainees by the Seller (a) are supplied for
                  the sole and express purpose of providing Training in the
                  courses described in Subclause 16.3 of this Agreement and
                  therefore are labeled "For Training Only," (b) are free
                  of charge, (c) include all cockpit layouts, all printed
                  course materials, including manuals and supporting
                  documents. Computer hardware, software and Courseware
                  (including simulators and simulator data packages) and
                  all other equipment will be provided to the trainees
                  solely for use during the Seller's training courses.

                  Since the Training is for the Buyer's trainees only, the
                  Buyer undertakes not to divulge the contents of any
                  training aids or materials to any third party without the
                  prior agreement of the Seller, save as required pursuant
                  to any governmental, contractual or legal requirement
                  imposed upon the Buyer or as permitted by Subclause
                  16.4.2.

16.4.2            Training Aids for the Buyer's Training Organization

                  The Seller will provide free of charge *** sets of the
                  Courseware related to the Aircraft and similar to that
                  used by the Seller for the Buyer's training organization,
                  except as provided in this Subclause 16.4.2. Such
                  Courseware will be for the training of the Buyer's
                  personnel only and will include a revision service ***.

                  The Courseware to be provided to the Buyer will be:

                  (i)      supplied with a license in the Buyer's name, and

                  (ii)     compatible with the hardware platform defined by
                           the Aviation Industry CBT Committee (AICC),
                           which is fully approved by the Air Transport
                           Association and International Air Transport
                           Association.

                  ***

                  Any additional sets of Courseware and/or any extension to
                  the Buyer's right to use such Courseware will be subject
                  to terms and conditions to be mutually agreed. General
                  conditions for the supply of the Courseware will apply
                  and will be detailed during the Training Conference.

16.5              Seller's Support

                  The Seller will help the Buyer with the development and
                  introduction of Aircraft training programs at the Buyer's
                  training center, on the Buyer's request and terms to be
                  agreed. The Seller will provide free-of-charge technical
                  assistance in modifying the standard Courseware routers
                  to the Buyer's in-house training programs.

16.6              INDEMNITY AND INSURANCE

16.6.1            SCOPE

                  IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS
                  CLAUSE 16, THE BUYER AND THE SELLER PROVIDE THE
                  INDEMNITIES SET FORTH IN SUBCLAUSES 16.6.2 AND 16.6.3.

16.6.2            BUYER'S INDEMNITY

                  THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER,
                  THE MANUFACTURER, AND EACH OF THE ASSOCIATED CONTRACTORS
                  AND THEIR RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE
                  AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES
                  FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, LOSS
                  OF USE, COSTS AND EXPENSES

                  (I)      FOR ALL INJURIES TO AND DEATHS OF PERSONS
                           (EXCEPTING INJURIES TO AND DEATHS OF THE
                           SELLER'S REPRESENTATIVES PROVIDING THE SERVICES
                           UNDER THIS CLAUSE) CAUSED BY THE SELLER OR ITS
                           REPRESENTATIVES, AND

                  (II)     FOR LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING
                           LOSS OF OR DAMAGE TO PROPERTY OF THE SELLER'S
                           SAID REPRESENTATIVES), CAUSED BY THE SELLER OR
                           ITS REPRESENTATIVES.

                  ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF
                  SERVICES UNDER THIS CLAUSE 16.

                  THIS INDEMNITY OF THE BUYER WILL NOT APPLY FOR ANY SUCH
                  LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING
                  OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS
                  NEGLIGENCE OF THE SELLER'S, THE MANUFACTURER'S OR ANY OF
                  THE ASSOCIATED CONTRACTORS' OR THEIR RESPECTIVE
                  SUBCONTRACTORS' OR THEIR RESPECTIVE OFFICERS', AGENTS' OR
                  EMPLOYEES' SAID REPRESENTATIVES.

16.6.3            SELLER'S INDEMNITY

                  THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER,
                  ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND
                  AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND
                  EXPENSES

                  (I)      FOR INJURIES TO OR DEATHS OF THE SELLER'S SAID
                           REPRESENTATIVES PROVIDING THE SERVICES UNDER THIS
                           CLAUSE,

                  (II)     FOR LOSS OF OR DAMAGE TO PROPERTY OF THE SELLER'S
                           SAID REPRESENTATIVES, AND

                  (III)    ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT
                           OR GROSS NEGLIGENCE OF THE SELLER'S SAID
                           REPRESENTATIVES.

                  WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING
                  SENTENCE, THE SELLER WILL NOT BE OBLIGATED TO INDEMNIFY
                  OR HOLD HARMLESS THE BUYER WHERE THE SELLER'S
                  LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE
                  FROM THE BUYER'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

16.6.4            CLAIMS

                  IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT
                  AGAINST EITHER PARTY (OR ITS RESPECTIVE DIRECTORS,
                  OFFICERS, AGENTS OR EMPLOYEES) FOR DAMAGES FOR DEATH OR
                  INJURY OR FOR PROPERTY DAMAGE, THE LIABILITY FOR WHICH
                  HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS
                  SUBCLAUSE 16.6, THE FORMER (INDEMNITEE) WILL PROMPTLY
                  GIVE NOTICE TO THE OTHER PARTY (INDEMNITOR), AND THE
                  INDEMNITOR WILL HAVE THE RIGHT TO INVESTIGATE, AND THE
                  RIGHT IN ITS SOLE DISCRETION TO ASSUME AND CONDUCT THE
                  DEFENSE OF OR SETTLE OR COMPROMISE, SUCH CLAIM, ACTION,
                  PROCEEDING OR LAWSUIT.

                  HOWEVER, IF IN THE REASONABLE OPINION OF THE INDEMNITEE,
                  SUCH DEFENSE, SETTLEMENT OR COMPROMISE INVOLVES THE
                  POTENTIAL IMPOSITION OF CRIMINAL LIABILITY ON THE
                  INDEMNITEE OR A CONFLICT OF INTEREST BETWEEN THE
                  INDEMNITOR AND THE INDEMNITEE, THE INDEMNITOR WILL NOT BE
                  ENTITLED TO ASSUME AND CONDUCT THE DEFENSE OF ANY SUCH
                  CLAIM, ACTION, PROCEEDING OR LAWSUIT. THE INDEMNITEES
                  WILL BE ENTITLED, AT THEIR OWN EXPENSE, ACTING THROUGH
                  ONE (1) COUNSEL, TO PARTICIPATE IN ANY CLAIM, ACTION,
                  PROCEEDING OR LAWSUIT THE DEFENSE OF WHICH HAS BEEN
                  ASSUMED BY THE INDEMNITOR PURSUANT TO THE PRECEDING
                  PROVISIONS, PROVIDED, THAT SUCH PARTICIPATION DOES NOT,
                  IN THE REASONABLE OPINION OF INDEPENDENT COUNSEL OF THE
                  INDEMNITOR, INTERFERE WITH THE CONDUCT OF SUCH DEFENSE.
                  NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO SETTLEMENT
                  OR COMPROMISE WILL BE ENTERED INTO WITHOUT THE PRIOR
                  WRITTEN CONSENT OF THE INDEMNITEE, WHICH CONSENT WILL NOT
                  BE UNREASONABLY WITHHELD OR DELAYED. EACH INDEMNITEE WILL
                  COOPERATE WITH THE INDEMNITOR IN THE INVESTIGATION AND
                  CONDUCT OF THE DEFENSE OF ANY CLAIM, ACTION, PROCEEDING
                  OR LAWSUIT INDEMNIFIED HEREUNDER.

                  IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND
                  CONDUCT THE DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE
                  INDEMNITEE WILL HAVE THE RIGHT TO PROCEED WITH THE
                  DEFENSE OF THE CLAIM OR LAWSUIT AS IT DEEMS APPROPRIATE
                  AND WILL HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY
                  JUDGMENTS, SETTLEMENTS, COSTS OR EXPENSES INCURRED IN
                  CONDUCTING SAID DEFENSE. FOR THE PURPOSE OF THIS
                  SUBCLAUSE 16.6, A CLAIM OR LAWSUIT AGAINST THE
                  MANUFACTURER OR ANY OF THE ASSOCIATED CONTRACTORS OR ANY
                  OF THEIR RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR
                  RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES WILL
                  BE DEEMED TO BE A CLAIM OR LAWSUIT AGAINST THE SELLER.

16.6.5            INSURANCE

                  FOR THE PERIOD OF PERFORMANCE DESCRIBED IN THIS CLAUSE,
                  THE BUYER WILL

                  (I)      INDEMNIFY AND WAIVE ANY RIGHTS OF RECOURSE OR
                           SUBROGATION AGAINST THE SELLER, THE MANUFACTURER,
                           AND EACH OF THE ASSOCIATED CONTRACTORS AND THEIR
                           RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE
                           DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND
                           SUBCONTRACTORS IN RESPECT OF ALL RISKS HULL
                           INSURANCE POLICY, AND

                  (II)     EFFECT INSURANCE TO COVER THIRD-PARTY LIABILITY
                           RISKS ARISING DURING SAID PERFORMANCE IN AN
                           AMOUNT SATISFACTORY TO THE SELLER, NAMING THE
                           SELLER AND ITS DIRECTORS, OFFICERS, AGENTS AND
                           EMPLOYEES AS ADDITIONAL INSUREDS.

                  SUCH INSURANCE WILL CONTAIN A CROSS-LIABILITY CLAUSE AND
                  WILL ALSO CONTAIN A THIRTY (30)-DAY NOTICE-OF-CANCELLATION
                  PROVISION.  UPON REQUEST, THE BUYER WILL DELIVER TO THE
                  SELLER A CERTIFICATE OF INSURANCE EVIDENCING THE
                  COVERAGE REQUIRED BY THIS CLAUSE.



                          CLAUSE 16 - APPENDIX "A"

                        RECOMMENDED PILOT EXPERIENCE
                     IN RELATION TO TRANSITION TRAINING


1.       CAPTAINS

         The Seller recommends that captains have a minimum of 1,000 hours'
         experience in command of jet transport category aircraft prior to
         transition training provided under Clause
         16 of this Agreement.

2.       SENIOR CO-PILOTS

         Senior co-pilots upgrading to captain and who do not have the
         recommended minimum described above in Paragraph 1 will be
         considered for transition training provided under Clause 16 of
         this Agreement on a case-by-case.

3.       CO-PILOTS

         The Seller recommends that copilots have a minimum of 500 hours'
         experience operating transport aircraft, of which at least 300
         hours' should be with jet transport aircraft. This recommended
         minimum includes formal basic training.

4.       ALL PILOTS

         The Seller recognizes that some pilots have no experience with
         FMS, AFCS, glass cockpits or two-person (as compared to
         three-person) crews, features covered in the Seller's
         "Introductory Course." Therefore, the Seller recommends that those
         pilots take its "Introductory Course," before taking transition
         training provided under Clause 16 of this Agreement. For pilots
         who do not have jet transport experience, the Seller recommends
         its "Jet Familiarization Course."

5.       CROSS-CREW QUALIFICATION TRAINING ("CCQ")

         In order to be entitled to take a CCQ course, all pilots will be
         required to have a minimum of one hundred fifty (150) flight hours
         on A319, A320 or A321 aircraft.



                          CLAUSE 16 - APPENDIX "B"

                 LIST OF STANDARD A330 MAINTENANCE COURSES

A330 Training

GM01                      General Familiarization Course
GM02                      Ramp Servicing Course
GM35                      Line Mechanics Course
GM45                      Line & Base Mechanics\Electrics Course
GM52                      Line & Base Avionics\Electrics Course
GM42                      Line & Base Mechanics\Avionics\Electrics Course
GM70                      Engine Run Up Course
GM71                      Engine Run Up & Taxing Course
GM09                      Aircraft Rigging Course
GM10                      Cabin Interior & Emergency Equipment Course
GM12                      Mechanics\Electrics On Job Training Course
GM14                      Avionics\Electrics On Job Training Course
GM22                      Mechanics\Avionics\Electrics On Job Training Course
GM13                      Maintenance Initial Operating Experience
GM18A1                    ETOPS Maintenance Course
GM18A2                    Accelerated ETOPS Maintenance Course
GM19                      CAT II\ CAT III Course
XM15                      Basic Digital
GM04                      Cargo Loading & Handling Course
GM26                      Field Trip
GM27                      Simulator Sessions
GM28                      Simulator plus Field Trip
XM29                      Airbus Crew Resource Management Course
                          (For Maintenance Personnel)

Structure Courses

Shop Technicians
GSA1                      Structure Maintenance for Technicians
XSA2                      Basic Composite Repair for Technicians
XSA3                      Advanced Composite Repair For Technicians

Inspectors

XSB1                      NDT Inspection General
XSB2                      Composite Structures NDT Inspections

Engineers

XSC1                      Structure Repair for Engineers - Metallic Structures
XSC2                      Materials and Processes for Engineers



                          CLAUSE 16 - APPENDIX "B"

                 LIST OF STANDARD A330 MAINTENANCE COURSES

Shortened Courses A319/A320/A321 ->A330


GM35S             Line Mechanics Shortened Course
GM45S             Line & Base Mechanics\Electrics Shortened Course
GM52S             Line & Base Avionics\Electrics Shortened Course
GM42S             Line & Base Mechanics\Avionics\Electrics Shortened Course
GM70S             Engine Run Up Shortened  Course
GM71S             Engine Run Up & Taxing Shortened Course



                          CLAUSE 16 - APPENDIX "B"

                 LIST OF STANDARD A340 MAINTENANCE COURSES

A340 Training          Maintenance Courses

FM01                   General Familiarization Course
FM02                   Ramp Servicing Course
FM35                   Line Mechanics Course
FM45                   Line & Base Mechanics\Electrics Course
FM52                   Line & Base Avionics\Electrics Course
FM42                   Line & Base Mechanics\Avionics\Electrics Course
FM70                   Engine Run Up Course
FM71                   Engine Run Up & Taxing Course
FM09                   Aircraft Rigging Course
FM10                   Cabin Interior & Emergency Equipment Course
FM12                   Mechanics\Electrics On Job Training Course
FM14                   Avionics\Electrics On Job Training Course
FM22                   Mechanics\Avionics\Electrics On Job Training Course
FM13                   Maintenance Initial Operating Experience
FM19                   CAT II\ CAT III Course
XM15                   Basic Digital
FM04                   Cargo Loading & Handling Course
FM26                   Field Trip
FM27                   Simulator Sessions
FM28                   Simulator plus Field Trip
XM29                   Airbus Crew Resource Management Course
                       (For Maintenance Personnel)

Structure Courses

Shop Technicians
FSA1                   Structure Maintenance for Technicians
XSA2                   Basic Composite Repair for Technicians
XSA3                   Advanced Composite Repair For Technicians

Inspectors

XSB1                   NDT Inspection General
XSB2                   Composite Structures NDT Inspections

Engineers

XSC1                   Structure Repair for Engineers - Metallic Structures
XSC2                   Materials and Processes for Engineers



                          CLAUSE 16 - APPENDIX "B"

                 LIST OF STANDARD A340 MAINTENANCE COURSES


Shortened Courses A319/A320/A321 ->A340


FM35S              Line Mechanics Shortened Course
FM45S              Line & Base Mechanics\Electrics Shortened Course
FM52S              Line & Base Avionics\Electrics Shortened Course
FM42S              Line & Base Mechanics\Avionics\Electrics Shortened Course
FM70S              Engine Run Up Shortened  Course
FM71S              Engine Run Up & Taxing Shortened Course



                          CLAUSE 16 - APPENDIX "C"

                LIST OF A330 OPERATIONS/PERFORMANCE COURSES

A330 Training 

GG01        Management Survey Course Airbus documentation & programs (G02A2)

GG02        Performance Engineer Course
            *Airbus Programs (G02A1)
            *Airbus documentation & programs (G02A2)
            *Airbus systems & documentation & programs (G02A3)
            *Airbus systems & documentation & programs & theory
            (G02A4)

GG03        Dispatcher transition Course *Airbus documentation &
            performance (G03A1) *Airbus systems & documentation &
            performance (G03A2) *ETOPS qualifications (G03A3) *Airbus
            documentation,,performance & ETOPS (G03A4)

GG06        Weight & Balance Engineer Course
            *Balance Chart Design (G06A1)
            *Balance Chart Design & Load Master Transition Course (G06A2)

GG07        Load Master Transition Course

GFC5        Flight Crew Ground Instructor's Course



                          CLAUSE 16 - APPENDIX "C"

                 LIST OF A340OPERATIONS/PERFORMANCE COURSES


A340 Training 

FG01        Management Survey Course

FG02        Performance Engineer Course
            *Airbus Programs (G02A1)
            *Airbus documentation & programs (G02A2)
            *Airbus systems & documentation & programs (G02A3)
            *Airbus systems & documentation & programs & theory
            (G02A4)

FG03        Dispatcher transition Course *Airbus documentation &
            performance (G03A1) *Airbus systems & documentation &
            performance (G03A2)

FG06        Weight & Balance Engineer Course
            *Balance Chart Design (G06A1)
            *Balance Chart Design & Load Master Transition Course (G06A2)

FG07        Load Master Transition Course

FFC5        Flight Crew Ground Instructor's Course



17 -              VENDORS' PRODUCT SUPPORT

17.1              Vendor Product Support Agreements

17.1.1            The Seller has obtained product support agreements
                  transferable to the Buyer from Vendors of Seller
                  Furnished Equipment listed in the Specifications
                  ("Product Support Agreements").

17.1.2            These Product Support Agreements are based on the "World
                  Airlines and Suppliers Guide" and include Vendor
                  commitments as contained in the Supplier Product Support
                  Agreements, which include the following provisions:

17.1.2.1          Technical data and manuals required to operate, maintain,
                  service and overhaul the Vendor items. Such technical
                  data and manuals will be prepared in accordance with the
                  applicable provisions of ATA Specification 100 and 101 in
                  accordance with Clause 14 of this Agreement, will include
                  revision service and will be published in the English
                  language. The Seller recommends that software data,
                  supplied in the form of an appendix to the Component
                  Maintenance Manual, be provided in compliance with ATA
                  Specification 102 up to level 3.

17.1.2.2          Warranties and guarantees including Vendors' standard
                  warranties. In addition, Vendors of landing gear will
                  provide service life policies for landing gear
                  structures.

17.1.2.3          Training to ensure efficient operation, maintenance and
                  overhaul of the Vendors' items for the Buyer's
                  instructors, shop and line service personnel.

17.1.2.4          Spares data in compliance with ATA Specification 200 or
                  2000, initial provisioning recommendations, spares and
                  logistics service, including routine and emergency
                  deliveries.

17.1.2.5          Technical service to assist the Buyer with maintenance,
                  overhaul, repair, operation and inspection of Vendor
                  items as well as required tooling and spares
                  provisioning.

17.2              Vendor Compliance

                  The Seller will monitor Vendor compliance with support
                  commitments defined in the Product Support Agreements and
                  will promptly take remedial action.

17.3              Vendor Part Repair Stations

17.3.1            The Manufacturer has developed with the Vendors a program
                  aimed at building a comprehensive network of repair
                  stations in North America for those Vendor Parts
                  originating from outside this territory.

17.3.2            As a result of the above, most Vendor Parts are now
                  repairable in North America, and corresponding repair
                  stations are listed in a document, the AOG and Repair
                  Guide, which is issued and regularly updated by the
                  Manufacturer.

                  The Seller undertakes that the Vendor Parts that have to
                  be forwarded for repair outside North America will be
                  sent back to the Buyer with proper tagging as required
                  by the FAA.

17.3.3            The Seller will support the Buyer in cases where the
                  agreed repair turn time of an approved repair station is
                  not met by causing free-of-charge loans or exchanges (as
                  specified in the relevant Supplier Product Support
                  Agreements manual) to be offered to the Buyer ***.



18 -              BUYER FURNISHED EQUIPMENT AND DATA

18.1              Installation and Delivery

18.1.1            Without additional charge, and in accordance with the
                  Specifications, the Seller will cause the Manufacturer to
                  provide for the installation of the Buyer Furnished
                  Equipment.

18.1.2            The Seller will cause the Manufacturer to advise the
                  Buyer reasonably in advance of the dates by which, in the
                  planned release of engineering for an Aircraft, the
                  Manufacturer requires a written detailed description of
                  the dimensions and weight of Buyer Furnished Equipment
                  for such Aircraft and information necessary for the
                  installation and operation thereof, and the Buyer will
                  furnish such detailed description and information by the
                  dates so specified. Such dimensions and weights will not
                  thereafter be revised unless mutually agreed and set
                  forth in an SCN.

18.1.3            The Seller will also cause the Manufacturer to furnish
                  reasonably in advance (but in no event less than eight
                  (8) months prior to the scheduled delivery date) to the
                  Buyer a schedule of dates by and locations to which Buyer
                  Furnished Equipment for such Aircraft must be delivered
                  to the Manufacturer to permit installation in and
                  delivery of such Aircraft in accordance with the delivery
                  schedule referred to in Clause 9. The Buyer will furnish
                  such equipment to the Manufacturer at such locations by
                  such dates. The Buyer, at its own expense, will also
                  furnish or cause to be present at the works where such
                  Buyer Furnished Equipment is to be installed, when
                  requested by the Manufacturer, field service
                  representatives to provide the Manufacturer technical
                  advice regarding the installation and calibration of
                  Buyer Furnished Equipment.

18.2              Specification and Airworthiness Approvals

                  The Buyer will ensure that all Buyer Furnished Equipment
                  will meet the requirements of the Specifications, will
                  comply with applicable DGAC and FAA regulations and will
                  be approved by the DGAC and the FAA for installation and
                  use on an Aircraft at the time of delivery of such
                  Aircraft. The Seller will bear no expense in connection
                  with adjusting and calibrating Buyer Furnished Equipment
                  to the extent necessary to obtain DGAC and FAA approval,
                  unless such adjusting and calibrating is made necessary
                  by improper installation by the Seller of the Buyer
                  Furnished Equipment.

18.3              Delay and Nonperformance

                  Any delay or failure in complying with the obligation in
                  the foregoing Subclause 18.2, in providing the
                  descriptive information and services mentioned in
                  Subclause 18.1 hereof, in furnishing the Buyer Furnished
                  Equipment or in obtaining any required approval of such
                  equipment under the DGAC or FAA regulations *** will be,
                  to the extent that such delay or failure will in turn,

                  (i)      delay the performance of any act to be performed
                           by or on behalf of the Seller or the
                           Manufacturer, or

                  (ii)     cause the Final Contract Price of the Aircraft
                           to be increased by the amount of the Seller's
                           reasonable additional costs, if any,
                           attributable to such delay or failure by the
                           Buyer, including, without limitation, storage,
                           taxes, insurance and costs of out-of-sequence
                           installation,

                  the responsibility of the Buyer, and any resulting cost
                  will be borne by the Buyer.

                  Further, in any such event, the Seller may elect to take
                  any of the actions set forth below in Subclauses 18.3.2,
                  18.3.3 or 18.3.4:

18.3.2            The Seller will be entitled to cause the Manufacturer to
                  select, purchase and install the Buyer Furnished
                  Equipment involved, in which event the Final Contract
                  Price of the affected Aircraft will be increased by the
                  purchase price of such Buyer Furnished Equipment plus
                  reasonable costs and expenses incurred by the
                  Manufacturer for handling charges, transportation,
                  insurance, packaging and, if so required and not already
                  provided for in the Final Contract Price of such
                  Aircraft, for adjustment and calibration.

18.3.3            If (i) delivery of the Buyer Furnished Equipment is
                  delayed by more than thirty (30) days after the date
                  specified by the Manufacturer for the delivery of such
                  Buyer Furnished Equipment or (ii) the Buyer Furnished
                  Equipment required to obtain certification of the
                  Aircraft in accordance with Subclause 2.3 hereof is not
                  approved by the DGAC or FAA within thirty (30) days after
                  the date specified by the Manufacturer for the delivery
                  of such Buyer Furnished Equipment, then, notwithstanding
                  the terms of Subclause 2.3, the Seller will be entitled
                  to deliver the affected Aircraft without installing the
                  Buyer Furnished Equipment, but otherwise in full
                  compliance with the terms, conditions and requirements of
                  this Agreement (including, without limitation, Subclause
                  2.3) and all performance guarantees. Upon such delivery
                  the Seller will be relieved of all obligations to install
                  such Buyer Furnished Equipment.

18.3.4            If (i) the Buyer Furnished Equipment is delayed by more
                  than thirty (30) days after the date specified by the
                  Manufacturer for the delivery of such Buyer Furnished
                  Equipment or (ii) the Buyer Furnished Equipment is not
                  required for certification of the Aircraft and is not
                  approved by the DGAC or FAA within thirty (30) days after
                  the date specified by the Manufacturer for the delivery
                  of such Buyer Furnished Equipment, then the Seller will
                  be entitled to deliver the Aircraft with no obligation to
                  install such Buyer Furnished Equipment. The Buyer may
                  also elect to have the Aircraft so delivered, whereupon
                  the Seller will be relieved of all obligations to install
                  such Buyer Furnished Equipment.

18.4              Tax-Free Zones

                  The Buyer will cause all Buyer Furnished Equipment to be
                  delivered at its own expense to the tax-free zone at the
                  following address, unless the Seller notifies the Buyer
                  otherwise in writing. Final destinations are specified in
                  the Buyer Furnished Equipment delivery instructions.

                  AEROSPATIALE, SOCIETE NATIONALE INDUSTRIELLE
                  316, Route de Bayonne
                  31300 TOULOUSE
                  FRANCE

                  The Seller represents and warrants that there are no
                  taxes, duties, imposts or similar charges of any nature
                  whatsoever in connection with the delivery of Buyer
                  Furnished Equipment in the tax-free zone specified above
                  (or subsequently by the Seller).

18.5              Risk of Loss

                  Title to and risk of loss of Buyer Furnished Equipment
                  will at all times remain with the Buyer. When Buyer
                  Furnished Equipment is in the possession of the Seller,
                  the Seller will have only such responsibility therefor as
                  is chargeable by law to a bailee for hire, but will not
                  be liable for loss of use.

18.6              Seller-Supplied Buyer Furnished Equipment

                  If the Buyer requests the Seller to cause the
                  Manufacturer to supply directly certain items that are
                  considered Buyer Furnished Equipment pursuant to the
                  Specifications, and if compliance with such request by
                  the Seller and the Manufacturer in their judgment will
                  not affect the delivery date of an Aircraft referred to
                  in Clause 9, then the Seller will order such items
                  subject to the execution of an SCN reflecting the effect
                  on price and any other items and conditions of this
                  Agreement. In such a case, the Seller will be entitled to
                  the payment of a reasonable handling charge (with respect
                  to Buyer Furnished Equipment not manufactured by the
                  Manufacturer) and will bear no liability in respect of
                  any delay caused and product support commitments assumed
                  by the Vendor of such Buyer Furnished Equipment, provided
                  that the Seller has exercised due diligence in procuring
                  such Buyer Furnished Equipment. The provisions of
                  Subclauses 18.2 and 18.3 will apply to Buyer Furnished
                  Equipment covered under this Subclause 18.6 in the event
                  of any delay in approval or delivery of such Buyer
                  Furnished Equipment.

18.7              ***


19 -              ASSIGNMENT

19.1              Successors and Assigns

                  Subject to the provisions of this Subclause 19.1, this
                  Agreement will inure to the benefit of and be binding
                  upon the successors and assigns of the parties hereto.
                  This Agreement will not be assigned in whole or in part
                  by either party without the prior written consent of the
                  other party, such consent not to be unreasonably
                  withheld. Notwithstanding anything herein to the
                  contrary, the Seller may at any time, without the Buyer's
                  consent, assign any of its rights to receive money, and
                  any of its duties to effect sale and delivery of any
                  Aircraft, or any of its responsibilities, duties or
                  obligations to perform any other obligations hereunder to
                  the Manufacturer, any of the Associated Contractors, ASC
                  or any Affiliate of the Seller, the Manufacturer or of
                  any Associated Contractor provided that (i) such
                  assignment will not release or diminish the obligations
                  and liabilities of the Seller hereunder or in respect of
                  any Aircraft and (ii) such assignment does not increase
                  the obligations, liabilities, risk, burden, costs or
                  expenses of the Buyer hereunder.

19.2              Seller's Designations

                  The Seller may at any time by notice to the Buyer
                  designate particular facilities or particular personnel
                  of the Manufacturer, ASC, any of the Associated
                  Contractors or any Affiliate of the Manufacturer or any
                  Associated Contractor at which or by whom the services to
                  be performed under this Agreement will be performed
                  provided that (i) such designation will not release or
                  diminish the obligations and liabilities of the Seller
                  hereunder or in respect of any Aircraft, and (ii) such
                  designation does not increase the obligations,
                  liabilities, risk, burden, costs or expenses of the Buyer
                  hereunder. The Seller may also designate the
                  Manufacturer, any Associated Contractor or any Affiliate
                  of the Manufacturer or any Associated Contractor as the
                  party responsible on behalf of the Seller for providing
                  to the Buyer all or any of the services described in this
                  Agreement provided that (i) such designation will not
                  release or diminish the obligations and liabilities of
                  the Seller hereunder or in respect of any Aircraft, and
                  (ii) such designation does not increase the obligations,
                  liabilities, risk, burden, costs or expenses of the Buyer
                  hereunder.

19.3              Assignment in Case of Resale or Lease

                  In the event of the resale or lease of any Aircraft,
                  pursuant to a financing arrangement, by the Buyer before,
                  upon, or after delivery thereof to the Buyer, the Buyer's
                  rights with respect to such Aircraft under this
                  Agreement, other than the Buyer's rights under Clauses 3,
                  14, 15, 16 and 17 hereof and Letter Agreements hereto,
                  other than Letter Agreement No. 1, may be assigned to the
                  extent necessary to complete the financing on
                  commercially reasonable terms. The Seller will consent to
                  such assignment provided that, prior to such assignment,
                  the Buyer furnishes to the Seller a true copy of such
                  agreement with such purchaser or lessor, clearly stating
                  that such purchaser or lessor acknowledges that it is
                  bound by and will comply with all applicable terms,
                  conditions and limitations of this Agreement.

19.4              ***

19.5              ***

19.6              ***



20 -              DATA RETRIEVAL

                  On the Seller's reasonable request, the Buyer may provide
                  the Seller with data customarily compiled by the Buyer
                  and pertaining to the operation of the Aircraft, to
                  assist the Seller in making an efficient and coordinated
                  survey of all reliability, maintenance, operational and
                  cost data with a view to improving the safety,
                  availability and operational costs of the Aircraft.



21 -              TERMINATION FOR CERTAIN EVENTS

21.1              Seller's Termination Rights

21.1.1            Any of the following will be considered a material breach
                  of the Buyer's obligations under this Agreement
                  ("Material Breach"):

                  (1)      The Buyer or any other party will commence any
                           case, proceeding or other action with respect to
                           the Buyer in any jurisdiction relating to
                           bankruptcy, insolvency, reorganization or relief
                           from debtors or seeking a reorganization,
                           arrangement, winding-up, liquidation,
                           dissolution or other relief with respect to its
                           debts and such case, proceeding or action
                           remains undismissed or unstayed for more than
                           ninety (90) consecutive days.

                  (2)      An action is commenced seeking the appointment
                           of a receiver, trustee, custodian or other
                           similar official for the Buyer for all or
                           substantially all of its assets and such action
                           remains undismissed or unstayed for more than
                           ninety (90) consecutive days, or the Buyer makes
                           a general assignment for the benefit of its
                           creditors.

                  (3)      An action is commenced against the Buyer seeking
                           issuance of a warrant of attachment, execution,
                           distraint or similar process against all or any
                           substantial part of its assets and such action
                           remains undismissed or unstayed for more than
                           ninety (90) consecutive days.

                  (4)      The Buyer generally admits in writing that it is
                           unable to pay its debts as they come due.

                  (5)      There is a voluntary liquidation, winding up or
                           analogous event with respect to the Buyer.

                  (6)      The Buyer is in default on its obligation to
                           make any Predelivery Payment pursuant to
                           Subclause 6.2 of this Agreement and ***.

                  (7)      The Buyer defaults on any payment obligation
                           relating to any Aircraft and such default is not
                           cured within the applicable grace periods, with
                           respect to ***.

                  (8)      The Buyer is in default for more than thirty
                           (30) consecutive days in its obligation to take
                           delivery of an Aircraft as provided in Subclause
                           9.3 of this Agreement, subject to the provisions
                           of Subclause 22.3.4.

21.1.2            In the event of any Material Breach by the Buyer, the
                  Seller will at its option by written notice to the Buyer
                  have the right to resort to any remedy provided herein or
                  under applicable law, including, without limitation, the
                  right by written notice, effective immediately, to (i)
                  suspend its performance with respect to undelivered
                  Aircraft under the Agreement, (ii) reschedule the
                  delivery dates for Aircraft or for other goods and
                  services to be provided with respect to undelivered
                  Aircraft, (iii) terminate this Agreement with respect to
                  any or all undelivered Aircraft, and to any or all
                  services, data and other items with respect to
                  undelivered Aircraft on the effective date of such
                  termination and (iv) retain, as part of the damages for
                  breach and not as a penalty, an amount equal to all
                  Predelivery Payments and all other payments made
                  theretofore under this Agreement.

21.2              ***

21.2.1            ***

21.2.2            ***



22 -              MISCELLANEOUS PROVISIONS
                  ------------------------

22.1              Notices

                  All notices and requests required or authorized hereunder
                  will be given in writing either by personal delivery to a
                  responsible officer of the party to whom the same is
                  given or by commercial express courier, facsimile or
                  other mutually agreeable electronic transmission at the
                  addresses and numbers set forth below. The date upon
                  which any such notice or request is so personally
                  delivered, or if such notice or request is given by
                  commercial express courier, facsimile or other electronic
                  transmission, the date upon which sent, will be deemed to
                  be the effective date of receipt of such notice or
                  request.

                  The Seller will be addressed at:

                           2, rond-point Maurice Bellonte
                           31700 BLAGNAC   FRANCE
                           Attention:  Director - Contracts
                           Telephone: (33) 5 61 30 40 12
                           Fax: (33) 5 61 30 40 11
                           Telex:  AVSA 521155F

                  The Buyer will be addressed at:

                           2345 Crystal Drive
                           Arlington, VA 22227
                           Attention: Vice President, Purchasing
                           Telephone: 703-872-5918
                           Fax: 703-872-5936

                           with a copy to the attention of the Buyer's
                           Office of the General Counsel at the same
                           address:

                           Attention:  Aircraft Counsel
                           Fax: 703-872-5252

                  From time to time, the party receiving the notice or
                  request may designate another address or another person.

22.2              Waiver

                  The failure of either party to enforce at any time any of
                  the provisions of this Agreement, to exercise any right
                  herein provided or to require at any time performance by
                  the other party of any of the provisions hereof will in
                  no way be construed to be a present or future waiver of
                  such provisions nor in any way to affect the validity of
                  this Agreement or any part hereof or the right of the
                  other party thereafter to enforce each and every such
                  provision. The express waiver by either party of any
                  provision, condition or requirement of this Agreement
                  will not constitute a waiver of any future obligation to
                  comply with such provision, condition or requirement.

22.3              INTERPRETATION AND LAW; SUBMISSION TO JURISDICTION; 
                  WAIVER OF IMMUNITY; DISPUTE RESOLUTION

22.3.1            INTERPRETATION AND LAW

                  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE
                  PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH
                  THE LAWS OF THE STATE OF NEW YORK.

                  THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS
                  CONVENTION ON THE INTERNATIONAL SALE OF GOODS WILL NOT
                  APPLY TO THIS TRANSACTION.

22.3.2            SUBMISSION TO JURISDICTION

                  EACH OF THE BUYER AND THE SELLER IRREVOCABLY AGREES THAT
                  ANY LEGAL ACTION OR PROCEEDING ARISING UNDER THIS
                  AGREEMENT MAY BE BROUGHT AND DETERMINED IN THE SUPREME
                  COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY, IN THE
                  GENERAL DISTRICT COURTS OF FAIRFAX COUNTY OR ARLINGTON
                  COUNTY, VIRGINIA, OR IN THE UNITED STATES DISTRICT COURTS
                  FOR THE SOUTHERN DISTRICT OF NEW YORK, OR THE EASTERN
                  DISTRICT OF VIRGINIA AND IRREVOCABLY ACCEPTS WITH REGARD
                  TO ANY SUCH ACTION OR PROCEEDING THE NONEXCLUSIVE
                  JURISDICTION OF THOSE COURTS.

                  The Seller hereby irrevocably designates CT Corporation,
                  New York City offices, to receive for and on its behalf
                  service of process in any proceeding with respect to any
                  matter as to which it submits to jurisdiction as set
                  forth above, it being agreed that service upon CT
                  Corporation will constitute valid service upon the Seller
                  in any legal action or proceeding with respect to this
                  Agreement.

22.3.3            Waiver of Immunity

                  The Seller irrevocably waives the benefit of Articles 14
                  and 15 of the French Civil Code, for the purpose of this
                  Agreement. The Seller hereby irrevocably waives, and
                  agrees not to assert, the defense of sovereign immunity,
                  and, to the extent permitted by law, the defense that the
                  action or proceeding is brought in an inconvenient forum,
                  that the venue of the action or proceeding is improper,
                  or that this Agreement may not be enforced in or by such
                  courts.

22.3.4            ***

22.4              Confidentiality

                  Subject to any legal or governmental requirements of
                  disclosure, the parties (which for this purpose will
                  include their employees, agents and advisors) will
                  maintain the terms and conditions of this Agreement, any
                  reports or other data furnished, and other documents
                  furnished by the Seller hereunder strictly confidential.
                  Without limiting the generality of the foregoing, each
                  party will use its best efforts to limit the disclosure
                  of the contents of this Agreement to the extent legally
                  permissible in any filing required to be made by it with
                  any governmental agency and will make such applications
                  as will be necessary to implement the foregoing. With
                  respect to any public disclosure or filing, the
                  disclosing party agrees to submit to the other party a
                  copy of the proposed document to be filed or disclosed
                  and will give the other party a reasonable period of time
                  in which to review the said document. The Buyer and the
                  Seller will consult with each other prior to the making
                  of any public disclosure or filing, permitted hereunder,
                  of this Agreement or the terms and conditions thereof.
                  The provisions of this Subclause 22.4 will survive any
                  termination of this Agreement.

22.5              Severability

                  In the event that any provision of this Agreement should
                  for any reason be held to be without effect, the
                  remainder of this Agreement will remain in full force and
                  effect. To the extent permitted by applicable law, each
                  party hereto hereby waives any provision of law which
                  renders any provision of this Agreement prohibited or
                  unenforceable in any respect.

22.6              Alterations to Contract

                  This Agreement, including its Exhibits, Appendixes and
                  Letter Agreements, contains the entire agreement between
                  the parties with respect to the subject matter hereof and
                  thereof and supersedes any previous understanding,
                  commitments or representations whatsoever, whether oral
                  or written (including, without limitation, that certain
                  AVSA Term Sheet dated July 2, 1998 (Reference AVSA
                  5211.9), between the Seller and the Buyer and all letter
                  agreements ancillary thereto). This Agreement will not be
                  varied except by an instrument in writing of even date
                  herewith or subsequent hereto executed by both parties or
                  by their fully authorized representatives.

22.7              Inconsistencies

                  In the event of any inconsistency between the terms of
                  this Agreement and the terms contained in either (i) the
                  Specifications, or (ii) any other Exhibit or Letter
                  Agreement attached to this Agreement, in each such case
                  the terms of such Specifications, Exhibit or Letter
                  Agreement will prevail over the terms of this Agreement.
                  For the purpose of this Subclause 22.7, the term
                  Agreement will not include the Specifications or any
                  other Exhibit or Letter Agreement hereto.

22.8              Language

                  All correspondence, documents and any other written
                  matters in connection with this Agreement will be in
                  English.

22.9              Headings

                  All headings in this Agreement are for convenience of
                  reference only and do not constitute a part of this
                  Agreement.

22.10             Counterparts

                  This Agreement may be executed by the parties hereto in
                  separate counterparts, each of which when so executed and
                  delivered will be an original, but all such counterparts
                  will together constitute but one and the same instrument.

IN WITNESS WHEREOF, these presents were entered into as of the day and year
first above written.


AVSA, S.A.R.L.


By:        /s/ Michele Lascaux
Title:     Director Contracts


US Airways Group, Inc.



By:        /s/ Thomas A. Fink
Title:     Treasurer




                            CONSENT AND GUARANTY

                  Airbus Industrie, G.I.E., established under "Ordonnance"
No. 67-821 dated September 23, 1967, of the Republic of France (the
"Guarantor"), hereby acknowledges notice of and consents to all of the
terms of the Airbus A330/A340 Purchase Agreement dated as of November 24,
1998 (as amended, modified, or supplemented from time to time, the
"Agreement"), between AVSA, S.A.R.L. (the "Seller"), and US Airways Group,
Inc. (the "Buyer"), including, without limitation, the assignments of the
Seller's rights under its agreements with the Guarantor, contained in
Clauses 12 and 13, Letter Agreements Nos. 1, 8A, 8B, 8C and 8D, 9, 10, 12
and 13 of such Agreement, and hereby irrevocably and unconditionally
guarantees the due and punctual payment and performance by the Seller of
all of the latter's liabilities and obligations as set forth in the said
Agreement subject to the terms and limitations therein contained. The
Guarantor hereby agrees that its obligations hereunder will be
unconditional and absolute and, without limiting the generality of the
foregoing, will not be released, discharged or otherwise affected by (i)
any modification or amendment of or supplement to said Agreement (other
than release, discharge or waiver of this guarantee hereunder) or (ii) any
assignment of said Agreement or of any rights or obligations thereunder
made in accordance with Clause 19 thereof. The Guarantor further agrees
that it will execute and deliver such other and further instruments as may
be reasonably requested by the Buyer (as such term is defined in the said
Agreement), its successors or assigns to reaffirm its obligations
hereunder. This Consent and Guaranty constitutes a guaranty of performance
and of payment, and the Guarantor agrees that, in case of default by the
Seller, the Buyer will not be required to file suit against the Seller as a
condition to enforcement of this Consent and Guaranty.

                  The Guarantor irrevocably agrees that any legal action or
proceeding against the Guarantor with respect to this Consent and Guaranty
may be brought and determined in the Supreme Court of the State of New
York, New York County, in the General District Courts of Fairfax County or
Arlington County, Virginia, in the United States District Courts for the
Southern District of New York or the Eastern District of Virginia, or in
the commercial Court ("Tribunal de Commerce") of Toulouse, France, and
irrevocably accepts with regard to any such action or proceeding the
nonexclusive jurisdiction of those courts. The Guarantor irrevocably waives
the benefit of Articles 14 and 15 of the French Civil Code. The Guarantor
hereby irrevocably waives, and agrees not to assert, the defense of
sovereign immunity, and, to the extent permitted by law, the defense that
the action or proceeding is brought in an inconvenient forum, that the
venue of the action or proceeding is improper, or that this Consent and
Guaranty may not be enforced in or by such courts. However, the preceding
sentence will not be construed as a waiver of any requirement of service of
process. The Guarantor hereby irrevocably designates CT Corporation as the
Guarantor's agent to receive service of process in any legal action or
proceeding with respect to this Consent and Guaranty.

                  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE
PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


Airbus Industrie, G.I.E.,



By /s/ Jean-Marc Orlando
   ----------------------

Title: VP Financial Reporting 
        and Treasury


By /s/ Benoit Debains
   ------------------------

Title: VP Finance



                                                              EXHIBIT "A-1"




   The A330-200 Standard Specification is contained in a separate folder.




                                                              EXHIBIT "A-2"





   The A330-300 Standard Specification is contained in a separate folder.





                                                              EXHIBIT "A-3"







   The A340-200 Standard Specification is contained in a separate folder.




                                                              EXHIBIT "A-4"







   The A340-300 Standard Specification is contained in a separate folder.




                                                                EXHIBIT "B"


               Change Orders to Standard Specification (SCNs)


                         [INTENTIONALLY LEFT BLANK]

                                                                EXHIBIT "B"


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
    REF                      TITLE                                    BFE      A330-300                    COMMENTS
----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                    <C>    <C>   <C>          <C>
 USA11G001C    Interior placards                                             ***                As per A319
 USA11G002C    Additional certificate holders                                                   As per A319
 USA11G003C    Additional exterior markings                                  ***                As per A319
 USA11G004C    Cargo bay placard "NO LIVE ANIMALS"                           ***                For each cargo bay which is not
                                                                                                  heated.
11-35-101-01   Cargo placards in both kilos and pounds                       ***

21-20-110-01   Cabin Recirc filter alternate                                 ***                Le bozec or Pall

22-70-100-01   New standard for FMS                                          ***                Sextant
22-70-116-01   Automatic erasing of flight path data after landing   

23-71-175 st   Installation of Cockpit Voice Recorder                        ***                2 Hour Unit basic 980-6022-001
23-11-134-xx   Installation of dual HF                                BFE    ***               Allied signal 964-0452-001
23-50-126-15   Installation of Alternate Boomsets                            ***                Telex as per A319 P/N 64300-110
23-12-130-xx   Third VHF system installation all three radios VDR            ***                Sextant ###-##-####A
   BASIC       Installation of FANS A inc ATSU and DCDUs              BFE    ***                Allied signal for ACARS software.
23-28-116-xx   Installation of High Gain or Intermediate Gain
                 SATCOM system                                        BFE    ***                Choice of Collins or Honeywell
                                                                                                  for Avionics
                                                                                                Choice of Top or Side mounted
                                                                                                  antennas Allied Signal, Ball,
                                                                                                  Marconi
26-23-106-02   Fire extinguisher system for fwd and aft cargo
                 compartments alt vendor                                     ***                HTL - Extended duration to cover
                                                                                                  180 mins ETOPS
26-21-107-std  Engine Fire extinguishing Bottles alt vendor                  ***                HTL as per A319
26-24-110-01   Alternate cockpit portable fire extinguisher                  ***                TOTAL as per A319

27-92-101-02   Simultaneous sidestick indication (aural/visual)

28-25-11x-01   Relocation of refuel panel to LH wing                         ***
28-25-117-01   Additional refuel/defuel couplings on LH wing                 ***

31-33-114-st   Installation of SSFDR                                         ***                Allied signal 980-470-003
31-00-128-01   Use of US units rather than metric                            ***
31-14-103-01   Overhead toggle panel switch reorientation                    ***
31-52-102-01   OEB Reminder function                                         ***

32-40-134-xx   Wheels and Brakes selection                                   ***                Choice of Allied Signal, ABS, BF
                                                                                                  Goodrich-Messier.
 USA32G001C    Installation of small bore tyre valves.                       ***

 USA33G001A    "Please turn off electronic devices " signs                   ***

34-10-113-01   ADIRS equipment 4MCU                                          ***                Litton
34-43-113-01   Installation TCAS II                                   BFE    ***                Allied signal
   BASIC       TCAS display option                                           ***                Sextant p/n C124-04-AA01
   BASIC       ATC transponders  Arinc 900                                   ***                Allied signal
34-55-102-03   VOR/Marker alternate vendor                                   ***                Allied signal
34-42-100-01   Radio altitude automatic call outs                            ***
34-41-151-01   Dual Weather radar system installation with
                 Predictive windshear system                                 ***                Allied signal
34-51-108-06   DME interrogator Arinc 900                                    ***                Allied signal
34-48-128-01   Installation of Enhanced GPWS                                 ***                Allied Signal Unit
34-58-310-11   Installation of a Multi Mode Receiver (Replaces
                 ILS and GPS)                                                ***                Sextant
   BASIC       Reduced Vertical Seperation Minima                            *** 
 USA34G001A    Standby instruments on LCD display                            ***                Sextant
 USA34G002A    Weather radar specific Control panel                          ***                Allied signal
 USA34G003A    Optional warnings for EGPWS                                   *** 
 USA34G004A    Removal of the ADF receivers and antenna                      ***

35-11-112-01   Flight crew O2 bottle 115 cuft steel                          ***
35-30-106-04   Alternate PBE installation in cockpit                         ***                Scott

 USA38G001A    Cold weather package installation                             ***
25-50-222-01   Heated cargo drainage system                                  ***

 USA51G001A    Exterior paint process                                        ***                Courtaulds desothane
 USA51G002A    Exterior painting of non standard surfaces,
                 wings, ths, ths fairing, nacelles.                          ***
 USA51G003A    Painted exterior markings                                     ***
 USA51G004A    Additional corrosion protection using AV8 and
                 AV30 from Dinotrol                                          ***

 USA55G001C    Anti erosion protection on fin leading edge.                  ***

56-10-104-01   Cockpit windows                                               ***                PPG

72-00-118-01   Engine selection                                              ***

79-20-100-xx   ESSO 2380 engine and APU oil                                  ***

   BASIC       Boarding music via Audio reproducer                    BFE    ***
   BASIC       System provisions and installation for pax
                 audio entertainment                                  BFE    ***
 USA23G001A    System povisions and Installation of IN seat
                 video all pax inc airshow (Sony VOD)                 BFE    ***                All pax ISV, inc In-seat
                                                                                                  telephones, and PVIS but not
                                                                                                  O/Head monitors
 USA24G001A    System provisions for Electrically powered F/C
                 seats and B/C including PC power for                 SFE    ***
 USA24G002A    Installation of PC power supply at each Y/C
                 Pax seat                                             SFE    ***

 USA23G003A    Modified wiring seat to seat in first class                   ***                F/C only seat to seat cables under
                                                                                                  floor to allow deletion of seat
                                                                                                  track covers.
 USA23G002A    CIDS Definition                                               ***                Same definition as per A319

 USA25G00XA    Installation of individual pax air outlets                    ***
               Installation of additional C/A seats out of
                 flexibility concept                                         ***                Total of 14 Cabin Attendant seats
                                                                                                  all std (No high comfort ones)
               Installation of Galley cooling for Five galleys        BFE    ***                Chillers are BFE ducting and
                                                                                                 structural installation SFE
               Installation of additional Galley                      BFE    ***                6 galleys basic USA request 7
               Installation of additional lavatory                           ***                8 lavs basic in spec USA request 9
               Installation of H/C lavatory block U/V                        ***
               Installation of stowages                               BFE    ***                Includes VCC all stowages with
                                                                                                 cooling up to 1KW, curtain rails
                                                                                                 and partitions.
               Installation of doghouses                              BFE    ***
               Colour specification                                   BFE    ***                Textiles only are BFE
               Installation of NTF in Galley entrance area            BFE    ***
               Installation of NTF in Lavs                            BFE    ***
               Installation of Textile covered bulkheads              BFE    ***                Charge for SFE bulkheads only
               Installation of textile covered dado panels            BFE    ***
               Installation of SFE waste bins on ctr lavs lavs
                 (L62 L61)                                                   ***
               Lav interior definition                                       ***                Bi folding doors, and associated
                                                                                                 options refer to CCG
               Seat row numbering in OHSC hand rails                         ***
               Tedlar covered OHSC doors                                     ***
               Cabin Attendant seats covered with leather             BFE    ***
               CABIN LAYOUT IS BASED ON A###-##-#### REV A
 USA52G002A    Common cockpit door key                                       ***
 USA25G002A    Inst. of slide rafts at Type A doors                   SFE    ***

 33-50-011     Installation of DA/Air signia EEPMS                           ***                As per A319
 35-22-021     Additional OXY masks throughout the cabin                     ***                One additional oxy max per box
                                                                                                  throughout the cabin.

               All prices are in jan 98 delivery conditions.                 ***
</TABLE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
    REF                      TITLE                                    BFE   A330-300    COMMENTS        A319   A330-200   A340-300
----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>                                                    <C>    <C>       <C>     <C>      <C>    <C>        <C> 
21-28-100-01   Installation of aft cargo ventilation system                  ***
21-28-101-01   Installation of aft cargo ventilation system with
                 increased cooling                                           ***
21-28-105-01   Installation of Ventilation and Heating system for
                 FWD cargo compt                                             ***                        ***     ***       ***
21-28-106-01   Fwd cargo temp selection on cargo compartment
                 servicing panel                                             ***       requires prior 
                                                                                       acceptance of
                                                                                       21-28-105-01 Fwd
                                                                                       Cargo compt vent
                                                                                       and temp control
21-28-107-01   Ground vent installation for bulk and fwd cargo
                 compartment                                                 ***




25-51-107-01   Continuous side guides in fwd cargo compartment               ***
25-51-108-01   Continuous side guides in aft compartment                     ***
25-51-112-01   continuous entrance guides rear of aft cargo
                 compartment door                                            ***
25-52-100-01   Installation of additional tie-down points in the
                 forward cargo compartment                                   ***
25-52-117-01   Installation of a pallet stop in the ballmat area
                 of the fwd cargo compartment                                ***
25-53-100-01   Alternate LD3 position with four 96 in pallets in
                 the aft cargo compartment                                   ***
25-53-102-01   LD2 container transport in aft cargo compartment              ***
25-54-126-01   LD3 container capability in Bulk cargo compartment            ***


notes          1) All prices are catalogue prices and have been
                   reduced by 15% as per agreement.
               2) All prices are in delivery conditions 1/98.
</TABLE>



                                                                EXHIBIT "C"

                           AVSA                            SCN No.
                SPECIFICATION CHANGE NOTICE                Issue
                           (SCN)                           Dated
                                                           Page No.
TITLE



DESCRIPTION




EFFECT ON WEIGHT
Manufacturer's Weight Empty Change:

Operational Weight Empty Change:

Allowable Payload Change:


REMARKS/REFERENCES
Response to RFC


SPECIFICATION CHANGED BY THIS SCN




THIS SCN REQUIRES PRIOR OR CONCURRENT ACCEPTANCE OF THE FOLLOWING SCN(s)




PRICE PER AIRCRAFT

US DOLLARS:       Base Year: _____________     Current Year: ___________

AT DELIVERY CONDITIONS: ________________________________________________

This change will be effective on ____________________   Aircraft No. _______
and subsequent provided approval is received by __________________________.


BUYER APPROVAL                                         SELLER APPROVAL


By:                                                    By:

Title: (Authorized finance department officer)         Date:


By:

Title:  (Authorized maintenance or flight operations officer)

Date:



                           AVSA                            SCN No.
                SPECIFICATION CHANGE NOTICE                Issue
                           (SCN)                           Dated
                                                           Page No.


After contractual agreement with respect to weight, performance, delivery,
etc., the indicated part of the specification wording will read as follows:








                           AVSA                            SCN No.
                SPECIFICATION CHANGE NOTICE                Issue
                           (SCN)                           Dated
                                                           Page No.



SCOPE OF CHANGE  (FOR INFORMATION ONLY)














                                                                EXHIBIT "D"



                         SELLER SERVICE LIFE POLICY


1.            The Items of primary and auxiliary structure described
              hereunder are covered by the Service Life Policy described in
              Subclause 12.2 of the Agreement.

2.            WINGS - CENTER AND OUTER WING BOX

2.1           Spars, Spar Webs, Chords and Stiffeners

2.2           Ribs Inside the Wing Box

2.3           Upper and Lower Panels of the Wing Box

2.4           Fittings

2.4.1         Attachment fittings for the flap structure

2.4.2         Attachment fittings for the engine pylons and engine mounts

2.4.3         Attachment fittings and support structure for the main
              landing gear

2.4.4         Attachment fittings for the center wing box

2.4.5         Wing-to-body structural attachments

2.5           Auxiliary Support Structure

2.5.1         For the slats:

2.5.1.1       Ribs supporting the track rollers on wing box structure

2.5.1.2       Ribs supporting the actuators on wing box structure

2.5.2         For the ailerons:

2.5.2.1       Hinge brackets and ribs on wing box rear spar or shroud box

2.5.2.2       Actuator fittings/support stays on wing box rear spar or
              shroud box

2.5.3         For airbrakes, spoilers, lift dumpers:

2.5.3.1       Hinge brackets and ribs on wing box rear spar or shroud box

2.5.3.2       Actuator fittings on wing box rear spar or shroud box

2.5.3.3       Trailing edge support structure

2.6           Engine pylons

3.            FUSELAGE

3.1           Fuselage Structure

3.1.1         Fore and aft bulkheads

3.1.2         Pressurized floors and bulkheads surrounding/including the
              main and nose gear wheel well and center wing box

3.1.3         Skins with doublers, stringers/longitudinal stringers and
              frames from the forward pressure bulkheads to the frame
              supporting the rear attachment of horizontal stabilizer

3.1.4         Window and windscreen attachment structure but excluding
              transparencies

3.1.5         Escape hatches

3.1.6         Passenger and cargo doors internal structure and fixed attachment

3.1.7         Sills excluding scuff plates and upper beams surrounding
              passenger and cargo door apertures

3.1.8         Cockpit floor structure and passenger cabin floor beams
              excluding floor panels and seat rails

3.1.9         Keel beam structure

3.2           Fittings

3.2.1         Landing gear attachment fittings

3.2.2         Support structure and attachment fittings for the vertical
              and horizontal stabilizers

4.            STABILIZERS

4.1           Horizontal Stabilizer Main Structural Box

4.1.1         Spars, chords, webs and stiffeners

4.1.2         Ribs

4.1.3         Upper and lower skins and stringers

4.1.4         Attachment fittings to fuselage and trim screw actuator

4.1.5         Elevator support structure

4.1.5.1       Hinge bracket

4.1.5.2       Servocontrol attachment brackets

4.2           Vertical Stabilizer Main Structural Box

4.2.1         Spars, chords, webs and stiffeners

4.2.2         Ribs

4.2.3         Skins and stringers

4.2.4         Attachment fittings to fuselage

4.2.5         Rudder support structure

4.2.5.1       Hinge brackets

4.2.5.2       Servocontrol attachment brackets

5.            Bearing and roller assemblies, bearing surfaces, bushings,
              bolts, rivets, access and inspection doors, including manhole
              doors, latching mechanisms, all system components, commercial
              interior parts, insulation and related installation and
              connecting devices are excluded from this Seller Service Life
              Policy.



                                                                EXHIBIT "E"




                         CERTIFICATE OF ACCEPTANCE


In accordance with the terms of that certain Airbus A330/A340 Purchase
Agreement (the "Purchase Agreement") dated as of , 19___ between AVSA,
S.A.R.L. ("AVSA") and US Airways Group, Inc. (the "Buyer"), the acceptance
inspection relating to the AIRBUS [A330] [A340] aircraft (the "Aircraft"),
manufacturer's serial no. , FAA Registration No.:__________, with ____ (__)
series propulsion systems installed thereon, serial nos. (position #1),
(position #2)[, (position #3), and (position #4)] has taken place at
[Toulouse, --------- --------- ----------- France,] on the ______ day of
________, -----.

In view of said inspection having been carried out with satisfactory
results, the Buyer hereby accepts delivery of the Aircraft as being in
conformity with the provisions of the Purchase Agreement.

This acceptance will not impair the rights of the Buyer that derive from
the warranties and patent indemnities relating to the Aircraft set forth in
the Purchase Agreement.

The Buyer specifically recognizes that it has waived any right it may have
at law or otherwise to revoke this acceptance of the Aircraft.

                                      RECEIPT AND ACCEPTANCE OF THE
                                      ABOVE-DESCRIBED AIRCRAFT
                                      ACKNOWLEDGED


                                      US Airways Group, Inc.



                                      By:___________________________


                                      Title: _________________________



                                                                EXHIBIT "F"




                           TECHNICAL PUBLICATIONS

                                  GENERAL

              This Exhibit F lists the form, type, quantity and delivery
              dates for the Technical Publications to be provided to the
              Buyer pursuant to Clause 14 of the Agreement.

              The Technical Publications are published in accordance with
              ATA Specification 100 revision 23, with the exception of
              certain Component Maintenance Manuals, which may be written
              to an ATA Specification 100 revision other than revision 23.

              The designation "C" after the title of a Technical
              Publication indicates that such Technical Publication may be
              customized.



                                                                EXHIBIT "F"

1.            ENGINEERING DOCUMENTS

1.1           Installation and Assembly Drawings (IAD)--C

              The IAD will be delivered according to the Buyer's standard
              for the major Assembly and Installation drawings, including
              detail drawings.

1.2           Parts Usage Data (PU)

              The PU provides the next higher assembly and associated
              effectivity for a part.

1.3           Schedules Lists (S)

              The S lists the detail parts called up on corresponding
              drawings, enabling to go from the assembly down to the detail
              part.

1.4           Drawing Number Index (DNI)--C

              The DNI lists applicable drawings of the Aircraft delivered
              under the Agreement.

1.5           Electrical Load Analysis (ELA)

              The ELA details the electrical load on each busbar and is
              delivered once only with first of each aircraft type.

1.6           Process and Material Specification (PMS)

              The PMS contains data related to manufacturing processes,
              material identification and treatments used in the
              construction and assembly of the Aircraft.

1.7           Standards Manual (SM)

              The SM contains data about Seller approved standards and
              includes cross reference lists. The SM will include US
              standards/equivalents for all hardware clamps, O-rings,
              bearings, fasteners, sealants, adhesive and compounds, raw
              materials, processes and procedures.



2.            MAINTENANCE AND ASSOCIATED MANUALS

2.1           APU Build-up Manual (ABM)

              The ABM follows the format adopted for the Power Plant
              Build-up Manual.

2.2           Aircraft Maintenance Manual (AMM)--C

              The component location section of the AMM will show those
              components detailed in the AMM maintenance procedures. The
              trouble shooting part is covered in Subparagraph 2.21 below.

              *Aircraft Maintenance Manual Chapter 05 Time Limits (Service
              Life Limits) and Maintenance Checks are only delivered in
              hard copies.

2.3           Aircraft Schematics Manual (ASM)--C

              The ASM is part of the Wiring Manual. Supplied as a separate
              manual for schematics.

2.4           Aircraft Wiring Manual (AWM)--C

              The AWM is part of the Wiring Manual. Supplied as a separate
              manual for wirings.

2.5           Aircraft Wiring Lists (AWL)--C

              The AWL is part of the Wiring Manual. Supplied as a separate
              document for lists. The AWL includes wire terminations,
              connector, terminal, strip locations, wire routings, and
              clamping diagrams.

2.6           Component Location Manual (CLM)

              The CLM identifies and illustrates the location of all Line
              Replacement Units.

2.7           Consumable Material List (CML)

              The CML details the characteristics and gives procurement
              sources of consumable materials such as grease, oil, etc.

2.8           Duct Repair Manual (DRM)

              The DRM contains all the data necessary to locate, identify,
              repair and/or replace sub-assemblies of metallic ducts. It
              also includes details of tests necessary after repair.

2.9           Fuel Pipe Repair Manual (FPRM)

              The FPRM provides workshop repair procedures and data for
              specific fuel pipes, after removal from any aircraft of the
              Manufacturer of the type of the Aircraft.

2.10          Illustrated Parts Catalog (IPC)--C

              The IPC identifies and illustrates all line replaceable parts
              and units of the aircraft, excluding the power plant parts.

2.11          Illustrated Parts Catalog (power plant) (PPIPC)--C

              The PPIPC covers line replaceable parts and units of the
              power plant, provided by the Propulsion Systems manufacturer.

2.12          Illustrated Tool and Equipment Manual (TEM)

              The TEM provides information on Ground Equipment and Tools
              listed in the Seller's Aircraft Maintenance Manual.

2.13          Maintenance Facility Planning (MFP)

              The MFP provides information that will assist airline
              personnel concerned with long term planning of ramp or
              terminal operations, Aircraft maintenance on the ramp and in
              the hangar, overhaul and testing of structure and system
              components.

2.14          Maintenance Planning Document (MPD)

              The MPD provides maintenance data necessary to plan and
              conduct Aircraft maintenance checks and inspections.

2.15          Power Plant Build-up Manual (PPBM)

              The PPBM provides instructions for the installation of a
              quick engine change kit on a bare engine.

2.16          Support Equipment Summary (SES)

              The SES lists support equipment recommended by the Seller,
              the Propulsion Systems manufacturer and Vendors.

2.17          Time Limits and Maintenance Checks/Service Limits and
              Maintenance Checks (TLMC\SLMC)

              The TLMC\SLMC document provides the Manufacturer's
              recommended scheduled time limits for inspections and
              maintenance checks.

2.18          Tool\Equipment Drawings (TED)

              TED's will be supplied in the form of aperture cards for the
              Seller and, when available, Vendor maintenance tools.

2.19          Tool and Equipment Drawing Index (TEI)

              The TEI is an alpha-numeric listing of the TED's.

2.20          Trouble Shooting Manual (TSM)--C

              The TSM complements the CFDS and provides trouble-shooting
              data in the following three levels:

              Level 1 -    Aimed at line use. Fault isolation guidance for
                           systems or parts of systems monitored mainly by
                           CFDS. Also guidance for systems not monitored by
                           CFDS.

              Level 2 -    Aimed at hangar use. Fault isolation guidance
                           for non-CFDS monitored systems in the form of
                           functional block diagrams, charts and tables.

              Level 3 -    Aimed at engineering use. List of CFDS messages
                           and decoding of trouble shooting data (decoding
                           of coded messages provided by the CFDS). Level 3
                           is supplied on floppy disk.

2.21          Aircraft Documentation Retrieval System (ADRES)

              This system allows the retrieval of the Aircraft Maintenance
              Manual (AMM) and the Illustrated Parts Catalog (IPC).

2.22          Computer Assisted Aircraft Troubleshooting (CAATS)

              CAATS contains extracts from the Aircraft Maintenance Manual
              (AMM) and Illustrated Parts Catalog (IPC) and the complete
              Trouble Shooting Manual (TSM) and provides an efficient
              trouble-shooting aid on CD-ROM.

3.            MISCELLANEOUS DOCUMENTATION

3.1           Airplane Characteristics for Airport Planning (AC)

              The AC will be in general accordance with Specification NAS
              3601.

3.2           Aircraft Recovery Manual (ARM)

              The ARM provides the following planning information:
              preparing and moving a disabled aircraft that may be
              obstructing airport traffic.

3.3           Cargo Loading System Manual (CLS)

              The CLS details handling procedures for the Cargo Loading
              System.

3.4           Crash Crew Chart (CCC)

              The CCC provides information concerning access to the
              Aircraft interior, location of safety equipment, hazardous
              liquids, etc.

3.5           Guidelines for Customer Originated Changes (GCOC)

              The GCOC provides production and presentation rules for the
              data covering Buyer originated changes on the Aircraft to be
              incorporated by the Seller in the Technical Publications as
              per Subclause 14.11 of the Agreement.

3.6           List of Radioactive and Hazardous Elements (LRE)

              The LRE provides information on components and materials for
              which specific precautions have to be taken.

3.7           List of Applicable Publications (LAP)--C

              The LAP will record the Seller's various Airframe Technical
              Publications indicating the last valid revision number and
              issue date.

3.8           Livestock Transportation Manual (LTM)

              The LTM details the facilities, equipment and procedures
              necessary for live animal transportation in aircraft of the
              Manufacturer of the type of the Aircraft.

3.9           Service Bulletins (SB)--C

              The Buyer will receive all Service Bulletins applicable to
              the Aircraft.

3.10          Service Information Letters (SIL)

              SILs give information of a general nature and also about
              minor changes or inspections the Buyer may wish to apply
              under the Buyer's authority.

3.11          Technical Publications Combined Index (TPCI)

              The TPCI is an electronic index. It is used for easy
              identification of the index references and links the
              following documents: MOD, SB, SIL, TFU, AOT, OIT, FOT, OEB,
              AD and CN.

3.12          Transportability Manual (TM)

              The TM gives cargo hold dimensions for currently available
              cargo Aircraft, transportation information and requirements
              for large Aircraft components. Component dimensions, weights
              and shelf life limitations are also given.

3.13          Supplier Product Support Agreements (SPSA)

              The SPSA is a collection of product support conditions
              negotiated by the Manufacturer with the suppliers of Aircraft
              equipment.

3.14          Vendor Information Manual (VIM)

              The VIM provides Vendor contact information.

3.15          Vendor Information Manual (GSE) (VIM/GSE)

              The VIM/GSE gives contact names and addresses of Ground
              Support Equipment (GSE) vendors and their product support
              organizations.

4.            OPERATIONAL MANUALS

4.1           Check List\Abnormal\Emergency\Quick Reference Handbook
              (CL\QRH)--C

              The CL is an extract from the FCOM presented as a booklet for
              quick in-flight use.

4.2           FAA Approved Flight Manual (FM)--C

              The AFM provides Aircraft performance operating limitations
              and other flight data required by the relevant airworthiness
              authorities for certification. It includes the Configuration
              Deviation List (CDL).

4.3           Flight Crew Operating Manual (FCOM)--C

              The FCOM provides Aircraft and systems descriptions, normal,
              abnormal and emergency procedures as well as operational
              performance.

4.4           Master Minimum Equipment List (MMEL)

              The MMEL defines the components and the related conditions
              under which, when the components are defective, the Aircraft
              may be cleared for flight. In addition, the MMEL provides the
              necessary information to establish the Buyer's own Minimum
              Equipment List (MEL).

4.5           Performance Engineer's Program (PEP)

              The PEP consists of a Low Speed Performance data base and a
              High Speed Performance data base together with their
              respective programs. The Performance Engineering Program may
              be used by the Buyer under the license conditions set forth
              in Appendix A to this Exhibit F.

              The Low Speed Performance programs consist of the Take-off
              and Landing Chart computation program (TLC) which permits the
              computation of:

              - regulatory take-off and landing performance,

              - noncertified take-off performance accounting for runway
              data and weather, together with the Tabulation and
              Interpolation program (TAB), issued with the AFM, which
              permits the reading, editing and interpolation of the tables
              listed in the AFM.

              The High Speed Performance programs are the In Flight
              Performance computation program (IFP) which permits
              computation of Aircraft performance for each flight phase and
              the Aircraft Performance Monitoring program (APM) which
              permits analysis of Aircraft cruise performance from data
              recorded during stabilized flight periods.

4.6           Performance Program Manual (PPM)

              The PPM is the users' guide for the Performance Engineering
              Program (PEP).

4.7           Weight and Balance Manual (WBM) and
              Weight and Balance Manual Supplements--C

              The corresponding supplements:

              -Delivery Weighing Report,
              -Equipment List,

              will be delivered with each Aircraft.

5.            OVERHAUL DATA

5.1           Cable Fabrication Manual (CFM)

              The CFM contains all the data necessary to locate, identify,
              manufacture and test control cables used on the Aircraft. An
              appendix contains cable end fitting specification sheets, and
              detailed manufacturing instructions.

5.2           Component Documentation Status (CDS)--C

              The CDS lists Component Maintenance Manuals in accordance
              with Subparagraphs 5.4 and 5.5 below.

5.3           Component Evolution List (CEL)

              The CEL is a noncustomized document listing all components on
              the Aircraft and also gives the evolution of each component.

              The information is provided in order of:
              - part number
              - FSCM
              - ATA reference.

5.4           Component Maintenance Manual Manufacturer (CMMM)

              The CMMM contains all the data necessary to locate, identify
              and maintain Aircraft components manufactured by the
              Manufacturer.

5.5           Component Maintenance Manual Vendor (CMMV)

              The Seller will to ensure that each Vendor of repairable
              components will deliver to the Buyer a Component Maintenance
              Manual Vendor with revision service.

6.            STRUCTURAL MANUALS

6.1           Nondestructive Testing Manual (NTM)

              The NTM supplies Airframe data necessary to carry out
              nondestructive testing.

6.2           Structural Repair Manual (SRM)

              The SRM contains descriptive information for identification
              and repair of the Airframe primary and secondary structure
              and will include substantial structural analysis.


                                    FORM

AC       APERTURE CARD. Refers to 35mm film contained on punched aperture
         cards.

CD       CD-ROM.

D        FLOPPY DISK

F        MICROFILM.  Refers to 16mm roll film in 3M type cartridges.

MP       Refers to paper printed one side, unpunched quality will be
         suitable for further reproduction or microfilming.

MT       MAGNETIC TAPE

P1       PRINTED ONE SIDE. Refers to manuals in paper with print on one
         side of the sheets only.

P2       PRINTED BOTH SIDES. Refers to manuals with print on both sides of
         the sheets.

SMF      SILVER MASTER FILM. Refers to thick diazo film suitable for
         further reproduction.

+        Denotes a combined A319/A320/A321/A330/A340 Technical Publication.

*        Denotes Technical Publications will be supplied in SGML format if
         such format becomes available from the Manufacturer.

                                    TYPE

C        CUSTOMIZED.  Refers to manuals which are customized to specific MSNs.

E        ENVELOPE.  Refers to manuals which are not customized.

P        PRELIMINARY. Refers to preliminary data or manuals which may
         consist of:

         -either one time issue not maintained by revision service, or

         -preliminary issues maintained by revision service until final
         manual or data delivery, or

         -supply of best available data under final format with progressive
         completion through revision service.


                                  DELIVERY

Manual delivery is expressed either as the number of days prior to delivery
of the first Aircraft or as nil (0), which designates the date of delivery
of the first Aircraft.

It is agreed that the number of days indicated will be rounded up to the
next regular revision release date.


MANUALS AVAILABLE (headlines)

1 - ENGINEERING DOCUMENTS 
2 - MAINTENANCE & ASSOCIATED MANUALS 
3 - MISCELLANEOUS PUBLICATIONS 
4 - OPERATIONAL MANUALS AND DATA 
5 - OVERHAUL DATA 
6 - STRUCTURAL MANUALS


<TABLE>
<CAPTION>

MANUALS AVAILABLE                               Abbr            Form       Type       Qty.       Rev        Deliv.
                                                ----            ----       ----       ----       ---        ------
(detailed)

1.     ENGINEERING DOCUMENTS

<S>    <C>                                      <C>            <C>           <C>        <C>       <C>         <C>
*      Installation and Assembly                IAD            AC            C          ***       AN1         0
       Drawings (including detail
       drawings)

       Parts Usage (Effectivity)                PU             F             E          ***       AN          0

*      Schedule (Drawing                        S              F             E          ***       AN          0
       Nomenclature)

*      Drawing Number Index                     DNI            P1            C          ***       AN          0

+      Process and Material                     PMS            F             E          ***       AN          90
*      Specification

+      Standards Manual                         SM             F             E          ***       AN          90
                                                               SMF           E          ***       AN          90

*      Electrical Load Analysis                 ELA            P2            E          ***       AN          0



------------ 
1     Revision service for the manufacture drawings is restricted to cover
      the Aircraft configuration at delivery.

</TABLE>


<TABLE>
<CAPTION>
MANUALS AVAILABLE                               Abbr            Form       Type       Qty.       Rev        Deliv.
                                                ----            ----       ----       ----       ---        ------
(detailed)



2.     MAINTENANCE & ASSOCIATED MANUALS

<S>    <C>                                     <C>            <C>         <C>         <C>        <C>        <C>
       APU Build-up Manual                      ABM            P2            E          ***       AN          90

       Aircraft Maintenance Manual              AMM            F             C          ***       4           90
                                                               SMF           C          ***       4           90
                                                               MP            C          ***       4           90
                                                               P2            C          ***       4           90
                                                               MT            C          ***       4           90

       Aircraft Schematics Manual               ASM            SMF           C          ***       4           90
                                                               MT            C          ***       4           90
                                                               F             C          ***       4           90
                                                               MP            C          ***       4           90
                                                               P1            C          ***       4           90
                                                               SGML          C          ***       4           90

       Aircraft Wiring Manual                   AWM            SMF           C          ***       4           90
                                                               F1            C          ***       4           90
                                                               MP            C          ***       4           90
                                                               MT            C          ***       4           90
                                                               SGML          C          ***       4           90

       Aircraft Wiring Lists                    AWL            P2            C          ***       4           90
                                                               F             C          ***       4           90
                                                               SMF           C          ***       4           90
                                                               SGML          C          ***       4           90

</TABLE>


<TABLE>
<CAPTION>

MANUALS AVAILABLE                               Abbr            Form       Type       Qty.       Rev        Deliv.
                                                ----            ----       ----       ----       ---        ------
(detailed)



<S>    <C>                                      <C>            <C>           <C>        <C>       <C>         <C>
+      Consumable Material List                 CML            F             E          ***       AN          90
*

       Component Location Manual                CLM            P             C          ***       4           90

       Duct Repair Manual                       DRM            P2            E          ***       AN          90
                                                               SMF           E          ***       AN          90

       Fuel Pipe Repair Manual                  FPRM           P2            E          ***       AN          90
                                                               SMF           E          ***       AN          90

       Illustrated Parts Catalog                IPC            F             C          ***       4           90
       (Airframe) and Additional                               SMF           C          ***       4           90
       Cross-Reference Table

       Illustrated Parts Catalog                PIPC           MT            C          ***       4           90
       (Power Plant)5                                          MP            C          ***       4           90
                                                               F             C          ***       4           90
                                                               SMF           C          ***       4           90

*      Illustrated Tool and                     TEM            P2            E          ***       AN          360
       Equipment Manual

*      Maintenance Facility Planning            MFP            P2            E          ***       AN          360

</TABLE>



------------
  5    Supplied by the Propulsion Systems Manufacturer


<TABLE>
<CAPTION>

MANUALS AVAILABLE                               Abbr            Form       Type       Qty.       Rev        Deliv.
                                                ----            ----       ----       ----       ---        ------
(detailed)


<S>    <C>                                      <C>            <C>           <C>        <C>       <C>         <C>
*      Maintenance Planning                     MPD            P2            E          ***       AN          360
       Document

       Power Plant Build-up Manual              PPBM           P2            E          ***       AN          90
       5                                                       F             E          ***       AN          90
                                                               SMF           E          ***       AN          90

+      Support Equipment Summary                SES            P2            E          ***       AN          360
*                                                              F             E          ***       AN          360
                                                               SMF           E          ***       AN          360

       Time Limits and Maintenance              TLMC/          P2            C          ***       4           180
       Checks/Service Limits and                SLMC
       Maintenance Checks

+      Tool and Equipment Drawings              TED            AC            E          ***       AN          360

*      Tool and Equipment Drawing               TEI            P2            E          ***       AN          360
       Index

       Trouble Shooting Manual                  TSM              F           C          ***       4           90
                                                               SMF           C          ***       4           90
                                                               P2            C          ***       4           90

</TABLE>



----------------
       5    Supplied by the Propulsion Systems manufacturer




<TABLE>
<CAPTION>


MANUALS AVAILABLE                               Abbr            Form       Type       Qty.       Rev        Deliv.
                                                ----            ----       ----       ----       ---        ------
(detailed)



<S>    <C>                                      <C>            <C>           <C>        <C>       <C>         <C>
*      Aircraft Documentation                   ADRES          CD            C          ***       4           90
       Retrieval System

*      Computer Assisted Aircraft               CAATS          CD            C          ***       4           90
       Troubleshooting

3.     MISCELLANEOUS PUBLICATIONS

*      Airplane Characteristics for             AC             P2            E          ***       AN          360
       Airport Planning

*      Aircraft Recovery Manual                 ARM            P2            E          ***       AN          90
                                                               F             E          ***       AN          90
                                                               SMF           E          ***       AN          90

       Cargo Loading System                     CLS            P2            E          ***       AN          180
       Manual

       Crash Crew Chart                         CCC            P1            E          ***       AN          180

+      Guidelines for Customer                  GCOC           P2            E          ***       AN          0
       Originated Changes

+      List of Radioactive and                  LRE            P2            E          ***       AN          90
       Hazardous Elements

+      List of Applicable Publications          LAP            P2            C          ***       4            90

       Livestock Transportation                 LTM            P2            E          ***       AN          90
       Manual

*      Service Bulletins                        SB             P2            C          ***       ANA         90
                                                               SMF           C          ***       N           90
                                                               F             C          ***       AN          90
                                                               SGML          C          ***       AN          90

*      Service Bulletin Index                   SBI            P1            E          ***       AN          90

*      Service Information Letters              SIL            P2            E          ***       AN          90

+      Technical Publications                   TPCI           CD            C          ***       AN          90
*      Combined Index

       Transportability Manual                  TM             P2            E          ***       AN          90

       Supplier Product Support                 SPSA           P2            E          ***       AN          360
       Agreements (SPSA)

*      Vendor Information Manual                VIM            D             E          ***       AN          360
+

+      Vendor Information Manual                VIM\           P2            E          ***       AN          360
*      GSE                                      GSE

4.     OPERATIONAL MANUALS AND DATA

       Check                                    CL/QR          P2            C          ***       AN          90
       List/Abnormal/Emergency/                 H
       Quick Reference Handbook

       FAA Approved Flight Manual               AFM            P1            C          ***       AN          0

       Flight Crew Operating Manual             FCOM           P2            C          ***       AN          90

       Master Minimum Equipment                 MMEL           P2            E          ***       AN          90
       List

       Performance Engineering                  PEP            D             E          ***       AN          90
       Program

*      Performance Program Manual               PPM            P2            E          ***       AN          90
                                                               MT            E          ***       AN          90

       Weight and Balance Manual                WBM            P1            C          ***       AN          0

5.     OVERHAUL DATA

+      Cable Fabrication Manual                 CFM            P2            E          ***       AN          90
*

*      Component Documentation                  CDS            P2            C          ***       AN          180
       Status                                                  F             C          ***       AN          180
                                                               SMF           C          ***       AN          180

+      Component Evolution List6                CEL            F             E          ***       AN          180

*      Component Maintenance                    CMMM           F             E          ***       AN          180
       Manual Airframe                                         SMF           E          ***       AN          180
       Manufacturer

*      Component Maintenance                    CMMV           P2            E          ***       AN          180
       Manual Vendor

6.     STRUCTURAL MANUALS

*      Nondestructive Testing                   NTM            P2            E          ***       4           180
       Manual

*      Structural Repair Manual                 SRM            F             E          ***       4           90
                                                               SMF           E          ***       4           90
                                                               SGML          E          ***       4           90

------------
    6     Optional - Delivered as follow-on for CDS.

</TABLE>


                              LICENSE FOR USE
               OF THE PERFORMANCE ENGINEERING PROGRAMS (PEP)


1.       GRANT

         The Seller grants to the Buyer the right to use the Performance
         Engineering Programs (PEP) in machine readable form on a single
         computer during the term of this license agreement (the "License
         Agreement").

         Use of the PEP in readable form will be limited to one (1) copy.
         However, the Seller may make duplicate copies, provided that they
         are either contained in the same computer as the original copy, or
         produced for checkpoint and restart purposes or made with the
         consent of the Seller for a specific need.

2.       MERGING

         The PEP may be used and adapted in machine readable form for the
         purpose of merging it into other program material of the Buyer,
         but, on termination of this License Agreement, the Buyer will
         remove the PEP from the other program material with which it has
         been merged.

         The Buyer agrees to reproduce the copyright and other notices as
         they appear on or within the original media on any copies that the
         Buyer makes of the PEP.

3.       PERSONAL LICENSE

         The above described license is personal to the Buyer,
         nontransferable and nonexclusive.

4.       INSTALLATION

         It is the Buyer's responsibility to install the PEP and to perform
         any mergings and checks. The Seller will, however, assist the
         Buyer's operations engineers in the initial phase following the
         delivery of the PEP until such personnel reach the familiarization
         level required to make inputs and correlate outputs.

5.       PROPRIETARY RIGHTS AND NONDISCLOSURE

5.1      The PEP and the copyright and other proprietary rights of whatever
         nature in the PEP are and will remain with the Seller. The PEP and
         its contents are designated as confidential.

5.2      The Buyer undertakes not to disclose the PEP, parts thereof or its
         contents to any third party without the prior written consent of
         the Seller. Insofar as it is necessary to disclose aspects of
         the PEP to employees, such disclosure is permitted only for the
         purpose for which the PEP is supplied and only to the employee who
         needs to know the same.

6.       CONDITIONS OF USE

6.1      The Seller does not warrant that the PEP will contain no errors.
         However, should the PEP be found to contain any error at delivery,
         the Buyer will notify the Seller promptly thereof and the Seller
         will take all proper steps to correct the same at its own expense.

6.2      The Buyer will ensure that the PEP is correctly used in
         appropriate machines as indicated in the Performance Programs
         Manual (PPM) and that staff are properly trained to use the same,
         to trace and correct running faults, to restart and recover after
         fault and to operate suitable checks for accuracy of input and
         output.

6.3      It is understood that the PPM is the user's guide of the PEP and
         that the Buyer will undertake to use the PEP in accordance with
         the PPM.

6.4      The PEP is supplied under the express condition that the Seller
         will have no liability in contract or in tort arising from or in
         connection with the Buyer's use of or inability to use the PEP.

7.       DURATION

         Subject to the Buyer's compliance with the terms of this License
         Agreement, the rights under this License Agreement will be granted
         to the Buyer for as long as the Buyer operates an Aircraft to
         which the PEP refers.



                                                                EXHIBIT "G"

                      AIRFRAME PRICE REVISION FORMULA

l.       BASE PRICE

         The Base Price of the Airframe is as quoted in Subclause 4.1.1.1,
         4.1.1.2, 4.1.1.3 or 4.1.1.4 of the Agreement, as applicable.

2.       BASE PERIOD

         ***

         These Base Prices are subject to adjustment for changes in
         economic conditions as measured by data obtained from the United
         States Department of Labor, Bureau of Labor Statistics, and in
         accordance with the provisions of Paragraphs 4 and 5 of this
         Exhibit "G."

         Should the Bureau of Labor Statistics change the base year
         indicated below in Paragraph 3, it will be necessary to restate
         such values in an appropriate manner. Other changes (such as
         benchmark revision), except those related to established errors
         from the Bureau of Labor Statistics, will not be taken into
         consideration.

3.       REFERENCE INDEXES

         ***

         Material Index:  "Industrial Commodities Index" (hereinafter 
         referred to as "ICI-Index"), published monthly by the United 
         States Department of Labor, Bureau of Labor Statistics, in 
         "Producer Prices and Price Indexes" (Table 6: "Producer prices
         and price indexes for commodity groupings and individual items").
         (Base year 1982 = 100.) 

4 -      REVISION FORMULA

         ***
         
         In determining the Revised Base Price at delivery of the Aircraft,
         each quotient will be calculated to the nearest ten thousandth (4
         decimals). If the next succeeding place is five (5) or more, the
         preceding decimal place will be raised to the next higher figure.
         The final factor will be rounded to the nearest ten thousandth (4
         decimals).

         After final computation, Pn will be rounded to the next whole
         number (0.5 or more rounded to l).

5.       GENERAL PROVISIONS

5.1      Substitution of Indexes

         In the event that:

         (i)      the United States Department of Labor substantially
                  revises its methodology for calculating any of the
                  indexes referred to here above, or

         (ii)     the United States Department of Labor discontinues,
                  either temporarily or permanently, any of the indexes
                  referred to here above and publication thereof, or

         (iii)    the data samples used to calculate any of the indexes
                  referred to here above are substantially changed,

         The Seller and the Buyer will agree on a substitute index.

         Such substitute index will reflect as closely as possible the
         actual variations in wage rates or in material prices, as the case
         may be, used in the calculation of the original index.

         As a result of this selection of a substitute index, the Seller
         and the Buyer will agree on appropriate adjustments to be made to
         the price revision formula; such adjustments may include, but will
         not be limited to, allowing to combine the successive utilization
         of the original index and of the substitute index, and other
         methodologies designed to ensure consistency in the numerators and
         denominators of the various quotients.

5.2      Final Index Values

         The Revised Base Price at the date of Aircraft delivery will be
         final and will not be subject to further adjustments, of any kind,
         to the applicable indexes as published at the date of Aircraft
         delivery.



                                                              EXHIBIT "H-1"

                   PRATT & WHITNEY PRICE REVISION FORMULA

l.       REFERENCE PRICE

         The Reference Price of a set of two (2) Pratt & Whitney PW4168A
         Propulsion Systems is as quoted in Subclause 4.1.2.1 of the
         Agreement.

         This Reference Price is valid for A330 Aircraft delivered through
         *** and is subject to adjustment for changes in economic
         conditions as measured by data obtained from the US Department of
         Labor, Bureau of Labor Statistics, and in accordance with the
         provisions of Paragraphs 4 and 5 of this Exhibit "H-1."

2.       REFERENCE PERIOD

         The above Reference Price has been established in accordance with
         the economic conditions prevailing in *** as defined, according to
         Pratt & Whitney, by the *** index values indicated in Paragraph 4
         of this Exhibit "H-1."

3.       REFERENCE INDEXES

         ***

4.       REVISION FORMULA

         Pn   =    Pb x [0.60(HEn/HEb) + 0.30(MMPn/MMPb) + 0.10(EPn/EPb)] 
   
         Where 
  
         Pn   =    Revised Reference Price of a set of two (2) Propulsion
                   Systems at delivery of the A330 Aircraft 
  
         Pb   =    Reference Price at economic conditions December 1996 
  
         HEn  =    HE SIC 3724 for the fourth month prior to the month of
                   delivery of the A330 Aircraft 
  
         HEb  =    HE SIC 3724 for December 1996 (= 18.50) 
        
         MMPn  =   MMP-Index for the fourth month prior to the month of
                   delivery of the A330 Aircraft 
  
         MMPb  =   MMP-Index for December 1996 (= 129.9) 
  
         EPn  =    EP-Index for the fourth month prior to the month of delivery
                   of the A330 Aircraft 
  
         EPb  =    EP-Index for December 1996 (= 93.3) 

         In determining the Revised Reference Price each quotient will be
         calculated to the nearest ten thousandth (4 decimals). If the next
         succeeding place is five (5) or more the preceding decimal place
         will be raised to the next higher figure. The final factor will be
         rounded to the nearest ten thousandth (4 decimals).

         After final computation, Pn will be rounded to the next whole
         number (0.5 or more rounded to 1).

5.       GENERAL PROVISIONS

5.1      The Revised Reference Price at delivery of the A330 Aircraft will
         be the final price and will not be subject to further adjustments
         in the indexes.

5.2      The Revised Reference Price at delivery of the A330 Aircraft will
         in no event be less than the Reference Price defined in Paragraph
         1 of this Exhibit "H-1."

5.3      If no final index value is available for any of the applicable
         months, the published preliminary figures will be the basis on
         which the Revised Reference Price will be computed.

5.4      If the US Department of Labor substantially revises the
         methodology of calculation of the indexes referred to in this
         Exhibit "H-1" or discontinues any of these indexes, the Seller
         will, in agreement with Pratt & Whitney, apply a substitute for
         the revised or discontinued index, such substitute index to lead
         in application to the same adjustment result, insofar as possible,
         as would have been achieved by continuing the use of the original
         index as it may have fluctuated had it not been revised or
         discontinued.

         Appropriate revision of the formula will be made to accomplish
         this result.

5.5      Should the above escalation provisions become null and void by
         action of the US Government, the Reference Price will be adjusted
         to reflect increases in the cost of labor, material and fuel which
         have occurred from the period represented by the applicable
         Reference Price Indexes to the fourth month prior to the scheduled
         delivery of the A330 Aircraft.



                                                              EXHIBIT "H-2"


                  CFM INTERNATIONAL PRICE REVISION FORMULA

l.       REFERENCE PRICE

         The Reference Price of a set of four (4) CFM INTERNATIONAL CFM
         56-5C4 Propulsion Systems, including four (4) nacelles and four
         (4) thrust reversers, is as quoted in Subclause 4.1.2.2 of the
         Agreement.

         This Reference Price is valid for A340 Aircraft delivered no later
         than ***, and is subject to adjustment for changes in economic
         conditions as measured by data obtained from the US Department of
         Labor, Bureau of Labor Statistics, and in accordance with the
         provisions of Paragraphs 4 and 5 of this Exhibit "H-2."

2.       REFERENCE PERIOD - REFERENCE COMPOSITE PRICE INDEX

         The above Reference Price has been established in accordance with
         the economic conditions prevailing in ***, as defined, according
         to CFM International, by the Reference Composite Price Index of
         ***.

3.       REFERENCE INDEXES

         Labor Index: "Aircraft Engines and Engine Parts," Standard Industrial
         Classification 3724--Average hourly earnings (hereinafter referred to
         as "HE SIC 3724"), published by the US Department of Labor, Bureau of
         Labor Statistics, in "Employment and Earnings," (Table B-15:  Average
         hours and earnings of production or nonsupervisory workers on private
         nonfarm payrolls by detailed industry) or such other names which may
         be from time to time used for the publication title and/or table. 
  
         Material Index (I):  "Industrial Commodities" (hereinafter referred to
         as "IC-Index"), published monthly by the US Department of Labor,
         Bureau of Labor Statistics, in "PPI Detailed Report" (Table 6:
         Producer prices indexes and percent changes for commodity groupings
         and individual items, not seasonally adjusted) (Base year 1982 = 100)
         or such other names which may be from time to time used for the
         publication title and/or table. 
       
         Material Index (II): "Metals and Metal Products" Code l0 (hereinafter
         referred to as "MMP-Index"), published monthly by the US Department of
         Labor, Bureau of Labor Statistics, in "PPI Detailed Report" (Table 6:
         Producer prices indexes and percent changes for commodity groupings
         and individual items, not seasonally adjusted) (Base year 1982 = 100)
         or such other names which may be from time to time used for the
         publication title and/or table. 
  
         Energy Index:  "Fuels and Related Products and Power"  Code 5
         (hereinafter referred to as "EP-Index"), published monthly by the US
         Department of Labor, Bureau of Labor Statistics, in "PPI Detailed
         Report" (Table 6: Producer prices indexes and percent changes for
         commodity groupings and individual items, not seasonally adjusted)
         (Base year 1982 = 100) or such other names which may be from time to
         time used for the publication title and/or table. 

4.       REVISION FORMULA

         Pn   =     (Pb + F) x CPIn/145.03

         Where      
  
         Pn   =     Revised Reference Price of a set of  four (4) Propulsion
                    Systems at delivery of the A340 Aircraft. 
  
         Pb   =     Reference Price as defined in Paragraph 1 of this Exhibit
                    "H-2."  
  
         F    =     (0.0011 x N x Pb) Where N = The calendar year of delivery
                    of the A340 Aircraft minus 1987. 
  
         CPIn =     Composite Price Index for the sixth month prior to the
                    month of delivery of the A340 Aircraft. 
  
                    Said Composite Price Index is composed as follows: 
  
         CPIn =     0.55 (HEn   x 100)/(11.16) + 0.10 ICn + 0.25 MMPn 
                    + 0.10 EPn  

         Where

         HEn  =     HE SIC 3724 for the sixth month prior to the month of
                    delivery of the A340 Aircraft; the quotient HEn/11.16 is
                    rounded to the nearest third decimal place.  The product by
                    0.55 is rounded to the nearest second decimal place. 
  
         ICn  =     IC-Index for the sixth month prior to the month of delivery
                    of the A340 Aircraft.  
                 
         MMPn =     MMP-Index for the sixth month prior to the month of delivery
                    of the A340 Aircraft. The product by 0.25 is rounded to the
                    nearest second decimal place. 
  
         EPn  =     EP-Index for the sixth month prior to the month of delivery
                    of the A340 Aircraft.

         The Composite Price Index will be determined to the second decimal
         place. If the next succeeding decimal place is five (5) or more,
         the preceding decimal figure will be raised to the next higher
         figure.

         The final factor will be rounded to the nearest thousandth (3
         decimals).

5.       GENERAL PROVISIONS

5.1      The Revised Reference Price at delivery of the A340 Aircraft will
         be the final price and will not be subject to further adjustments
         in the indexes.

5.2      If no final index value is available for any of the applicable
         months, the published preliminary figures will be the basis on
         which the Revised Reference Price will be computed.

5.3      If the US Department of Labor substantially revises the
         methodology of calculation of the indexes referred to in this
         Exhibit "H-2" or discontinues any of these indexes, the Seller
         will, in agreement with CFM International, apply a substitute for
         the revised or discontinued index, such substitute index to lead
         in application to the same adjustment result, insofar as possible,
         as would have been achieved by continuing the use of the original
         index as it may have fluctuated had it not been revised or
         discontinued.


         Appropriate revision of the formula will be made to accomplish
         this result.

5.4      Should the above escalation provisions become null and void by
         action of the US Government, the Reference Price will be adjusted
         to reflect increases in the cost of labor, material and fuel which
         have occurred from the period represented by the applicable
         Reference Price Indexes to the sixth month prior to the scheduled
         delivery of the A340 Aircraft.

5.5      The Revised Reference Price at delivery of the A340 Aircraft in no
         event will be less than the Reference Price defined in Paragraph 1
         of this Exhibit "H-2."




                           LETTER AGREEMENT NO. 1



                                                    As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:      SPARE PARTS PROCUREMENT

Ladies and Gentlemen:

         US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A330/A340 Purchase Agreement dated
as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
1 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.


                                  CONTENTS

CLAUSES

1  -              GENERAL

2  -              INITIAL PROVISIONING

3  -              STORES

4  -              DELIVERY

5  -              PRICE

6  -              PAYMENT PROCEDURES AND CONDITIONS

7  -              TITLE

8  -              PACKAGING

9  -              DATA RETRIEVAL

10 -              BUY-BACK

11 -              WARRANTIES

12 -              LEASING

13 -              ***

14 -              TERMINATION

15 -              ASSIGNMENT



1.                GENERAL

1.1               Material

                  This Letter Agreement covers the terms and conditions for
                  the services offered by the Seller to the Buyer
                  ("Material Support") in respect of Aircraft spare parts
                  and other equipment itemized below in Subparagraphs
                  1.1(a) through 1.1(f) ("Material") and is intended by the
                  parties to be and will constitute an agreement of sale of
                  all Material furnished to the Buyer by the Seller
                  pursuant hereto, except as to Material leased to the
                  Buyer pursuant to Clause 12 of this Letter Agreement.

                  The Material will comprise:

                  (a)      Seller Parts

                  (b)      Vendor Parts classified as rotable line
                           replacement units.

                  (c)      Vendor Parts classified as expendable line
                           maintenance parts.

                  (d)      Ground support equipment (GSE) and
                           special-to-type tools.

                  (e)      Hardware and standard material.

                  (f)      Consumables and raw material.

                  It is expressly understood that Seller Parts will not
                  include parts manufactured pursuant to a Parts
                  Manufacturing Authority.

1.2               Scope of Material Support

1.2.1             The Material Support to be provided by the Seller under
                  the conditions hereunder covers the following:

                  (a)      all Material purchased by the Buyer from the
                           Seller during the Initial Provisioning Period
                           (defined below in Paragraph 2) (the "Initial
                           Provisioning") and all items in Subparagraphs
                           1.1(a) through 1.1(d) for purchases additional
                           to the Initial Provisioning Period, and

                  (b)      the Seller's leasing of Seller Parts to the
                           Buyer for the Buyer's use on its Aircraft in air
                           transport service as set forth in Paragraph 12
                           of this Letter Agreement.

1.2.2             Propulsion Systems, including associated parts and spare
                  parts therefore, are not covered under this Letter
                  Agreement and will be subject to direct negotiations
                  between the Buyer and the relevant Propulsion Systems
                  manufacturer(s).

1.2.3             During a period commencing on the date hereof and
                  continuing as long as at least five (5) aircraft of the
                  type of the Aircraft are operated by airlines in
                  commercial air transport service (the "Term"), the Seller
                  will maintain or cause to be maintained such stock of
                  Seller Parts as the Seller deems reasonable (upon
                  consultation with the Buyer) and will furnish Seller
                  Parts adequate to meet the Buyer's needs for repairs and
                  replacements on the Aircraft. Such Seller Parts will be
                  priced, sold and delivered in accordance with Paragraphs
                  4 and 5 of this Letter Agreement, upon receipt of the
                  Buyer's orders.

                  The Seller will use its best efforts to obtain a similar
                  service from all Vendors of parts that are originally
                  installed on the Aircraft and not manufactured by the
                  Seller.

1.3               Purchase Source of Seller Parts

                  The Buyer agrees to purchase from the Seller's designee
                  ASC the Seller Parts required for the Buyer's own needs
                  during the Term, provided that this Paragraph 1.3 will
                  not in any way prevent the Buyer from resorting to the
                  stocks of Seller Parts of other airlines operating
                  aircraft of the type of the Aircraft or from purchasing
                  items equivalent to Seller Parts from said airlines,
                  distributors or dealers, on the condition that said
                  Seller Parts have been designed and manufactured by, or
                  obtained from, the Seller, and provided also that this
                  Paragraph 1.3 will not prevent the Buyer from exercising
                  its rights under Subparagraph 1.4 of this Letter
                  Agreement.

1.4               Manufacture of Seller Parts ***  by the Buyer

1.4.1             The provisions of Subparagraph 1.3 of this Letter
                  Agreement notwithstanding, the Buyer may manufacture or
                  have manufactured for its own use or may purchase from
                  any other source whatsoever Seller Parts in the following
                  cases:

                  (a)      after expiration of the Term, if at such time
                           the Seller is out of stock of a required Seller
                           Part;

                  (b)      at any time, to the extent Seller Parts are
                           needed to effect AOG repairs on any Aircraft
                           delivered under the Agreement and are not
                           available from the Seller within a lead time
                           shorter than or equal to the time in which the
                           Buyer can provide said Seller Parts, provided
                           the Buyer will sell or lease such Seller Parts
                           only if they are assembled in an Aircraft that
                           is sold or leased;

                  (c)      in the event that the Seller fails to fulfill
                           its obligations with respect to any Seller Parts
                           pursuant to Subparagraph 1.2 above within a
                           reasonable period after written notice thereof
                           from the Buyer;

                  (d)      when, with respect to certain Seller Parts, the
                           Seller has granted, under the Illustrated Parts
                           Catalog supplied in accordance with this Letter
                           Agreement, the right of local manufacture of
                           Seller Parts, and

                  (e)      ***

1.4.2             ***

1.4.3             The rights granted to the Buyer in Subparagraph 1.4.1
                  will not in any way be construed as a license, nor will
                  they in any way obligate the Buyer to pay any license
                  fee, royalty or obligation whatsoever, nor will they in
                  any way be construed to affect the rights of third
                  parties.

1.4.4             The Seller will provide the Buyer with all technical data
                  reasonably necessary to manufacture Seller Parts and ***,
                  in the event the Buyer is entitled to do so pursuant to
                  Subparagraphs 1.4.1 and 1.4.2 of this Letter Agreement.
                  The proprietary rights to such technical data will be
                  subject to the terms of Subclause 14.10.1 of the
                  Agreement.

1.5               ***

1.6               Language

1.6.1             Words and expressions used in this Letter Agreement will
                  have the same meanings as they do in the rest of the
                  Agreement, unless otherwise stated in this Letter
                  Agreement.

1.6.2             Technical and trade items used but not defined herein or
                  in the Agreement will be defined as generally accepted in
                  the aircraft manufacturing industry.

2.                INITIAL PROVISIONING

                  The period up to and expiring on the ninetieth (90th) day
                  after delivery of the last Aircraft subject to firm order
                  under the Agreement will hereinafter be referred to as
                  the Initial Provisioning Period.

2.1               Seller-Supplied Data

                  The Seller will prepare and supply to the Buyer the
                  following documents:

2.1.1             Initial Provisioning Data

                  The Seller will provide the Buyer initial provisioning
                  data provided for in Chapter 1 of ATA 2000 for the
                  Aircraft ("Initial Provisioning Data") in a form, format
                  and within a time period to be mutually agreed upon.

                  A revision service will be provided free of charge and
                  will be effected every ninety (90) days or more
                  frequently if reasonably requested by the Buyer, up to
                  the end of the Initial Provisioning Period, or until the
                  configuration of the Buyer's delivered Aircraft is
                  included.

                  In any event, the Seller will ensure that Initial
                  Provisioning Data are released to the Buyer in time to
                  allow the necessary evaluation time by the Buyer and the
                  on-time delivery of ordered Material.

2.1.2             Supplementary Data

                  The Seller will provide the Buyer with Local Manufacture
                  Tables (X-File), as part of the Illustrated Parts Catalog
                  (Additional Cross-Reference Tables), which will be a part
                  of the Initial Provisioning Data Package.

2.1.3             Initial Provisioning Data for Reconfirmable Aircraft

2.1.3.1           All Reconfirmable Aircraft and Additional Aircraft which
                  are acquired by the Buyer (the "Reconfirmed Aircraft")
                  pursuant to the terms and conditions of Letter Agreement
                  No. 2 to the Agreement will be included in the revision
                  to the provisioning data that is issued after
                  reconfirmation of a Reconfirmable Aircraft or the Buyer's
                  exercise of its option to purchase an Additional
                  Aircraft, if such revision is not scheduled to be issued
                  within four (4) weeks from the date of reconfirmation or
                  of the date of exercise of such option. If the date of
                  reconfirmation or the date of the exercise of the option
                  does not allow the Seller four (4) weeks' preparation
                  time, the Aircraft concerned will be included in the next
                  scheduled revision.

2.1.3.2           The Seller will, from the date of reconfirmation of an
                  Aircraft until three (3) months after delivery of such
                  Aircraft, submit to the Buyer details of particular
                  Vendor components being installed on the Aircraft and
                  will recommend the quantity to order. A list of such
                  Vendor components will be supplied at the time of the
                  provisioning data revision as specified above.

2.1.3.3           The Seller will deliver to the Buyer T-files for
                  particular Vendor components, as applicable, in time to
                  allow the Buyer's planning of repair and overhaul tasks.

2.1.3.4           At delivery of each Reconfirmed Aircraft, the data with
                  respect to Material will at least cover such Aircraft's
                  technical configuration as known six (6) months before
                  Aircraft delivery and will be updated to reflect the
                  final build status of such Aircraft. Such update will be
                  included in the data revisions issued three (3) months
                  after delivery of such Aircraft.

2.2               Vendor-Supplied Data

2.2.1             General

                  Vendors will prepare and issue T-files in the English
                  language for those Vendor components for which the Buyer
                  has elected to receive data.

                  Said data (initial issue and revisions) will be
                  transmitted to the Buyer through the Seller. The Seller
                  will review the compliance of such data with relevant ATA
                  requirements, but will not be responsible for the
                  substance of such data, other than any errors or
                  omissions attributable to the Seller's compilation of the
                  data. The Seller will use its best efforts to ensure that
                  such data will be adequate to enable the Buyer to
                  undertake in-house repair and/or overhaul of such
                  components.

                  In any event, the Seller will exert its best efforts to
                  supply Initial Provisioning Data to the Buyer in time to
                  allow the necessary evaluations by the Buyer and on-time
                  deliveries.

2.2.2             Initial Provisioning Data

                  Initial Provisioning Data for Vendor products provided
                  for in Chapter 1 of ATA 2000 for the Aircraft will be
                  furnished as mutually agreed upon during a
                  Preprovisioning Meeting (defined below), with
                  free-of-charge revision service assured up to the end of
                  the Initial Provisioning Period, or until it reflects the
                  configuration of the delivered Aircraft.

2.3               Preprovisioning Meeting

2.3.1             The Seller will organize a meeting at its Material
                  Support Center in Hamburg, Germany ("MSC"), to formulate
                  an acceptable schedule and working procedure to
                  accomplish the Initial Provisioning of Material (the
                  "Preprovisioning Meeting").

2.3.2             The date and location of the Preprovisioning Meeting will
                  be mutually agreed upon.

2.4               Initial Provisioning Training

                  The Seller will furnish, at the Buyer's request and at no
                  charge, training courses related to the Seller's
                  provisioning documents, purchase order administration and
                  handling at MSC.

2.5               Initial Provisioning Conference

                  The Seller will organize an Initial Provisioning
                  conference at MSC that will include Vendor participation,
                  as agreed upon during the Preprovisioning Meeting (the
                  "Initial Provisioning Conference").

2.6               Initial Provisioning Data Compliance

2.6.1             Initial Provisioning Data generated by the Seller and
                  supplied to the Buyer will comply with the latest
                  configuration of the Aircraft to which such data relate,
                  as known three (3) months before the data are issued.
                  Said data will enable the Buyer to order Material
                  conforming to its Aircraft as required for maintenance
                  and overhaul.

                  This provision will not cover parts embodying those Buyer
                  modifications that are unknown to the Seller, and parts
                  embodying modifications neither agreed to nor designed by
                  the Seller.

2.6.2             During the Initial Provisioning Period, Material will
                  conform with the latest configuration standard of the
                  affected Aircraft and with the Initial Provisioning Data
                  transmitted by the Seller. Should the Seller default in
                  this obligation, it will immediately replace such parts
                  and/or authorize return shipment at no transportation
                  cost to the Buyer. The Buyer will make reasonable efforts
                  to minimize such cost, in particular by using its own
                  airfreight system for transportation *** at no charge to
                  the Seller, ***. The Seller, in addition, will use its
                  best efforts to cause Vendors to provide a similar
                  service for their items.

2.7               Delivery of Initial Provisioning Material

2.7.1             To support the operation of the Aircraft, the Seller will
                  use its best efforts to deliver Initial Provisioning
                  Material in Subparagraph 1.1(a) of this Letter Agreement
                  against the Buyer's orders from the Seller and according
                  to the following schedule, provided the orders are
                  received by the Seller in accordance with published lead
                  time:

                  Each block of Aircraft referred to in the schedule below
                  will be defined in the Initial Provisioning Conference.

                  (a)      At least fifty percent (50%) of the ordered
                           quantity of each Line Replacement or Line
                           Maintenance item three (3) months before
                           delivery of the first Aircraft of each block of
                           Aircraft for which the Buyer has placed Initial
                           Provisioning orders for Material defined above
                           in Subparagraph 1.1(a).

                  (b)      At least seventy-five percent (75%) of the
                           ordered quantity of each Line Replacement or
                           Line Maintenance item one (1) month (for items
                           identified as line station items, two (2)
                           months) before delivery of the first Aircraft of
                           each block of Aircraft for which the Buyer has
                           placed Initial Provisioning orders for Material
                           defined above in Subparagraph 1.1(a).

                  (c)      Fifty percent (50%) of the ordered quantity of
                           each item except as specified in Subparagraphs
                           2.7.1 (a) and 2.7.1 (b) above at delivery of the
                           first Aircraft of each block of Aircraft for
                           which the Buyer has placed Initial Provisioning
                           orders for Material defined above in
                           Subparagraph 1.1(a).

                  (d)      One hundred percent (100%) of the ordered
                           quantity of each item, including line station
                           items, three (3) months after delivery of the
                           first Aircraft of each block of Aircraft for
                           which the Buyer has placed Initial Provisioning
                           orders for Material, as defined above in
                           Subparagraph 1.1(a). If said one hundred percent
                           (100%) cannot be accomplished, the Seller will
                           have such items available at its facilities for
                           immediate supply, in case of an AOG.

2.7.2             In the event that less than eighty-five percent (85%) of
                  the Buyer's orders of Initial Provisioning Material
                  defined above in Subparagraph 1.1(a), supporting each
                  block of Aircraft (the "IP Block"), is delivered by the
                  Seller to the Buyer in accordance with the
                  provisions set forth above in Subparagraph 2.7.1(d) for
                  reasons other than Excusable Delay as defined in Clause
                  10 of the Agreement, then the Seller will provide the
                  Buyer with a credit equal to (i) eighty-five percent
                  (85%) minus the actual percentage of the IP Block
                  delivered, up to a maximum of ten percent (10%),
                  multiplied by (ii) the aggregate value of the undelivered
                  portion of the IP Block ordered by the Buyer from the
                  Seller in accordance with all published lead times.
                  Subparagraph 4.4 of this Letter Agreement will apply to
                  the Seller's undertakings under this Subparagraph 2.7.2.

                  Such credit will be made available by the Seller to the
                  Buyer upon mutual agreement of the computation.

2.7.3             The Buyer may, subject to the Seller's agreement, cancel
                  or modify Initial Provisioning orders placed with the
                  Seller with no cancellation charge as follows:

                  (a)      "Long Lead-Time Material" (lead time exceeding
                           twelve (12) months) not later than six (6)
                           months before scheduled delivery of said
                           Material,

                  (b)      normal lead time Material not later than three
                           (3) months before scheduled delivery of said
                           Material,

                  (c)      Buyer-specific Material and Material in
                           Subparagraphs 1.1(b) through 1.1(f) no later
                           than the quoted lead time before scheduled
                           delivery of said Material.

2.7.4             Should the Buyer cancel or modify any orders for Material
                  outside the time limits defined above in Subparagraph
                  2.7.3, the Seller will have no liability for the
                  cancellation or modification, and the Buyer will
                  reimburse the Seller for any direct cost incurred in
                  connection therewith to the extent that such cost has
                  been properly documented by the Seller to the
                  satisfaction of the Buyer.

3.                STORES

3.1               ASCO Spares Center

                  The Seller has established and will maintain or cause to
                  be maintained, as long as at least five (5) aircraft of
                  the type of the Aircraft are operated by US airlines in
                  commercial air transport service (the "US Term"), a US
                  store adjacent to Dulles International Airport,
                  Washington, DC, known as the ASCO Spares Center -
                  Washington ("ASCO Spares Center"). The ASCO Spares Center
                  will be operated twenty-four (24) hours/day, seven (7)
                  days/week, all year, for the handling of AOG and critical
                  orders for Seller Parts. ASCO Spares Center will maintain
                  a stock of Seller Parts, including Leased Parts listed in
                  Appendix A to this Letter Agreement. In the event of the
                  recurrence of the nonavailability to the Buyer of a part
                  from the ASCO Spares Center, the Seller will take all
                  necessary steps to ensure availability thereof at the
                  ASCO Spares Center at the Buyer's next request. In the
                  event that the Buyer is still operating one or more
                  Aircraft at the end of the Term, the Seller will use its
                  best efforts to ensure the Buyer's access to Seller
                  Parts.

3.2               Material Support Center, Germany

                  The Manufacturer has set up and will maintain or cause to
                  be maintained during the Term a store of Seller Parts at
                  MSC. MSC will be operated twenty-four (24) hours/day,
                  seven (7) days/week, all year.

3.3               Other Points of Shipment

                  The Seller reserves the right to effect deliveries from
                  distribution centers other than the ASCO Spares Center or
                  MSC and from any of the production facilities of the
                  Associated Contractors.

4.                DELIVERY

4.1               General

                  The Buyer's purchase orders will be administered in
                  accordance with ATA Specification 2000.

                  The provisions of this Paragraph 4 do not apply to
                  Initial Provisioning Data and Material.

4.2               Lead Times

4.2.1             In general, the lead times are (and, unless otherwise
                  agreed, will at all times be) in accordance with the
                  definition in the "World Airline and Suppliers Guide"
                  (1994 edition).

4.2.2             Material will be dispatched within the lead times quoted
                  in the published Seller's price catalog for Material
                  described in Subparagraph 1.1(a), and within the Vendor's
                  or supplier's lead time augmented by the Seller's own
                  order and delivery processing time (such in-house
                  processing time not to exceed fifteen (15) days) for
                  Material described in Subparagraphs 1.1(b) through
                  1.1(d). The Seller will endeavor to improve its lead
                  times and neither the Seller, the Manufacturer nor any of
                  their Affiliates will discriminate against the Buyer in
                  delivery processing time.

4.2.3             Expedite Service

                  The Seller operates a twenty-four (24) hour-a-day, seven
                  (7) day-a-week expedite service to supply the relevant
                  Seller Parts available in the Seller's stock, workshops
                  and assembly line, including high-cost long-lead-time
                  items, to the international airport nearest the location
                  of such items (the "Expedite Service").

                  The Expedite Service is operated in accordance with the
                  "World Airline and Suppliers Guide." Accordingly, the
                  Seller will notify the Buyer of the action taken to
                  effect the Expedite Service as follows:

                  (a)      four (4) hours after receipt of an AOG order,

                  (b)      twenty-four (24) hours after receipt of a
                           critical order (imminent AOG or work stoppage),

                  (c)      seven (7) days after receipt of an expedite
                           order from the Buyer.

                  The Seller and its subcontractors will deliver Seller
                  Parts requested on expedite basis against normal orders
                  previously placed by the Buyer or upon requests by
                  telephone or telex by the Buyer's representatives, such
                  requests to be confirmed by the Buyer's subsequent order
                  for such Seller Parts within a reasonable time.

4.3               Delivery Status

                  The Seller agrees to report to the Buyer the status of
                  supplies against orders on a monthly basis.

4.4               Excusable Delay

                  Subclause 10.1 of the Agreement will apply to the
                  Material Support as defined in Paragraph 1 of this Letter
                  Agreement.

4.5               Shortages, Overshipments, Nonconformance in Orders

4.5.1             Within thirty (30) days after receipt of Material
                  delivered pursuant to a purchase order, the Buyer will
                  use all best efforts to advise the Seller of any alleged
                  shortages or overshipments with respect to such order and
                  of all nonconformance to specification of parts in such
                  order inspected by the Buyer.

                  In the event that the Buyer has not reported such alleged
                  shortages, overshipments or nonconformance within the
                  above defined period, the Buyer will be deemed to have
                  accepted the deliveries unless the Buyer can prove within
                  a reasonable period of time that it did not receive the
                  Material.

4.5.2             In the event that the Buyer reports overshipments or
                  nonconformance to the specifications within the period
                  defined above in Subparagraph 4.5.1, the Seller will, if
                  accepted, either replace the Material concerned or credit
                  the Buyer for Material returned. In such case,
                  transportation charges will be borne by the Seller.

                  The Buyer will endeavor to minimize such costs,
                  particularly by using its own airfreight system on a
                  space-available basis for transportation at no charge to
                  the Seller.

4.6               Delivery Performance of Material

                  The Seller hereby agrees to participate in a Material
                  delivery performance incentive.

                  Based upon the Material delivery performance criteria for
                  response under Expedite Service as set forth in
                  Subparagraph 4.2.3 and for routine orders in accordance
                  with the Seller's published lead times, and provided all
                  above shipments *** (the "Delivery Criteria"), the Seller
                  commits to an overall delivery performance of eighty-five
                  percent (85%) on an annual basis. In the event that the
                  Seller's performance falls below the eighty-five percent
                  (85%) level, the Seller will provide the Buyer with a
                  credit equal to (i) eighty-five (85%) minus the actual
                  percentage of orders delivered on time, up to a maximum
                  of ten percent (10%), multiplied by (ii) the aggregate
                  value of the orders delivered late according to the
                  Delivery Criteria set forth above. Subparagraph 4.4 above
                  will apply to the Seller's undertakings under this
                  Subparagraph 4.6.

                  At the end of each year following delivery of the first
                  Aircraft, the Seller will compute the above-described
                  figures in order to determine a credit or debit for the
                  account of the Buyer.

                  In the event the Seller records a credit for the account
                  of the Buyer, the Seller will make available to the Buyer
                  a credit memorandum in the amount described in this
                  Subparagraph 4.6 for the purchase of Material from the
                  Seller.

4.7               Exclusivity of Remedy

                  The remedies provided to the Buyer under Subparagraphs
                  2.7.2 and 4.6 above are mutually exclusive and not
                  cumulative.

4.8               Cessation of Deliveries

                  The Seller reserves the right to stop or otherwise
                  suspend deliveries of Material if the Buyer fails to meet
                  its obligations under Paragraphs 6 and 7 of this Letter
                  Agreement.

5.                PRICE

5.1               Point of Shipment

                  ***

5.2               Validity of Prices

5.2.1             The prices are the Seller's published prices in effect on
                  the date of receipt of the order (subject to reasonable
                  quantities and delivery time) and will be expressed in US
                  dollars. Payment will be made by the Buyer to the Seller
                  in US dollars as set forth below in Subparagraph 6.1.

5.2.2             Prices of Seller Parts will be in accordance with the
                  then current Seller's Spare Parts Price List. Prices will
                  be firm for each calendar year. The Seller, however,
                  reserves the right to revise the prices of Seller Parts
                  during the course of the calendar year in the event of
                  manifest error in estimation or expression of any price.

                  In the event of a significant revision in manufacturing
                  costs or a significant revision in the purchase price to
                  the Manufacturer of Seller Parts (including significant
                  variation in exchange rate) during any particular
                  calendar year, the Seller will notify the Buyer of such
                  revisions, whereupon the Buyer may, within such
                  quantities of affected Seller Parts still available for
                  sale at the former prices, order such quantities of said
                  Seller Parts reasonably required to maintain its
                  customary stock levels of such Seller Parts for the
                  remainder of the calendar year in effect at that time
                  provided the Seller is not thereby required to deplete
                  the Seller's AOG inventory level unless such Seller Parts
                  are required by the Buyer on an AOG basis. In the event
                  the Seller is out of stock of such Seller Parts at the
                  former prices, the Seller will, upon request by the
                  Buyer, reasonably substantiate the price revisions
                  affecting such Seller Parts.

5.2.3             ***

5.2.4             Prices of Material as defined above in Subparagraphs
                  1.1(b) through 1.1(d) will be the valid list prices of
                  the Vendor or supplier augmented by the Seller's handling
                  charge. The percentage of the handling charge will vary
                  with the Material's value and will be determined item by
                  item.

5.2.5             The Seller warrants that, should the Buyer purchase from
                  the Seller one hundred percent (100%) of the recommended
                  Initial Provisioning of Material defined above in
                  Subparagraphs 1.1(b) through 1.1(d), the average handling
                  charge on the total package will not exceed fifteen
                  percent (15%). This average handling charge will be
                  increased to eighteen percent (18%) in the event that all
                  orders have not been placed nine (9) months prior to
                  delivery of the first Aircraft.

5.2.6             Prices of Material as defined above in Subparagraphs
                  1.1(e) and 1.1(f) will be the Seller's purchase prices
                  augmented by a variable percentage of handling charge.

6.                PAYMENT PROCEDURES AND CONDITIONS

6.1               Currency

                  Payment will be made in immediately available funds in US
                  dollars.

6.2               Time and Means of Payment

                  Payment will be made by the Buyer to the Seller within
                  thirty (30) days from the date of invoice. It is also
                  agreed that the Seller will provide the Buyer with a
                  credit equal to one percent (1%) of each payment,
                  provided such payment is received within ten (10) days
                  from the date of invoice.

6.3               Bank Accounts

                  The Buyer will make all payments hereunder in full
                  without setoff or counterclaim, and without deduction of
                  any kind to the accounts listed below, unless otherwise
                  directed by the Seller:

                  (a)      For wire transfer, in favor of Airbus Service
                           Company:

                           CoreStates Bank N.A.
                           Account Number 14096-31312
                           ABA Number 031000011

                  (b)      For direct deposit (lockbox), in favor of Airbus
                           Service Company:

                           Airbus Service Company
                           PO Box 8500-4555
                           Philadelphia, PA 19178-4555

6.4               No Setoff

                  All payments due the Seller hereunder will be made in
                  full without setoff or counterclaim and without deduction
                  or withholding of any kind. Consequently, the Buyer will
                  assure that the sums received by the Seller under this
                  Letter Agreement will be equal to the full amounts
                  expressed to be due the Seller hereunder.

6.5               If any payment due the Seller is not received in
                  accordance with the time period provided above in
                  Subparagraph 6.2, the Seller will have the right to claim
                  from the Buyer and the Buyer will promptly pay to the
                  Seller interest on the unpaid amount at a rate equal to
                  *** to be calculated from (and including) the due date to
                  (but excluding) the date payment is received by the
                  Seller. The Seller's claim to such interest will not
                  prejudice any other rights the Seller may have under this
                  Letter Agreement.

7.                TITLE

                  Title to any Material purchased under this Letter
                  Agreement will ***.

8.                PACKAGING

                  All material will be packaged in accordance with ATA 300
                  specification, Category III for consumable/expendable
                  Material and Category II for rotables. Category I
                  containers will be used if requested by the Buyer and the
                  difference between Category I and Category II packaging
                  costs will be paid by the Buyer together with payment for
                  the respective Material.

9.                DATA RETRIEVAL

                  On the Seller's reasonable request, the Buyer may provide
                  periodically to the Seller, during the Term, a
                  quantitative list of the parts used for maintenance and
                  overhaul of the Aircraft as customarily compiled by the
                  Buyer and pertaining to the operation of the Aircraft to
                  assist the Seller in making an efficient and coordinated
                  survey of spare parts data with a view to improving
                  maintenance and overhaul of the Aircraft. The range and
                  contents of this list will be established by mutual
                  agreement between the Seller and the Buyer.

10.               BUY-BACK

10.1              Buy-Back of Obsolete Material

                  The Seller agrees to buy back unused Seller Parts that
                  may become obsolete for the Buyer's fleet *** to the
                  Buyer as a result of mandatory modifications required by
                  the Buyer's or Seller's airworthiness authorities,
                  subject to the following:

                  (a)      the Seller Parts involved will be those which
                           the Seller directs the Buyer to scrap or dispose
                           of and which cannot be reworked or repaired to
                           satisfy the revised standard;

                  (b)      the Seller will grant the Buyer a credit equal
                           to the purchase price paid by the Buyer for any
                           such obsolete parts, such credit being limited
                           to quantities ordered in the Initial
                           Provisioning recommendation; and

                  (c)      the Seller will use its reasonable efforts to
                           obtain for the Buyer the same protection from
                           Vendors.

10.2              Buy-Back of Surplus Material

10.2.1            The Seller agrees that at any time within twelve (12)
                  months after the end of the Initial Provisioning Period,
                  the Buyer will have the right to return to the Seller, at
                  a credit of one hundred percent (100%) of the original
                  purchase price paid by the Buyer, unused and undamaged
                  Material set forth above in Subparagraphs 1.1(a) and
                  1.1(b) originally purchased from the Seller under the
                  terms hereof, provided (i) that the selected protection
                  level for all Material does not exceed ninety-six percent
                  (96%) with a turnaround time of forty-five (45) days,
                  (ii) *** and (iii) that the Material is returned with the
                  Seller's original documentation and any such
                  documentation (including tags, certificates) required to
                  identify, substantiate the condition of and enable the
                  resale of such Material.

10.2.2            The Seller's agreement in writing is necessary before any
                  Material in excess of the Seller's recommendation may be
                  considered for buy-back.

10.2.3            It is expressly understood and agreed that the rights
                  granted to the Buyer under this Subparagraph 10.2 will
                  not apply to Material that may become obsolete at any
                  time or for any reason other than as set forth in
                  Subparagraph 10.1 above.

10.2.4            Further, it is expressly understood and agreed that all
                  credits referred to above in Subparagraph 10.1(b) will be
                  provided by the Seller to the Buyer exclusively by means
                  of credit notes to be entered into the Buyer's account
                  with the Seller for Material.

10.3              All transportation costs for the return of obsolete and
                  surplus Material under this Paragraph 10, including any
                  applicable insurance and customs duties or other related
                  expenditures, will be borne by the Seller, in the case of
                  obsolete Material and by the Buyer, in the case of
                  surplus Material.

11.               WARRANTIES

                  The Seller in its capacity as "Buyer" under its
                  arrangements with the Manufacturer has negotiated and
                  obtained the following warranties for Seller Parts from
                  the Manufacturer, in its capacity as "Seller", with
                  respect to the Seller Parts, subject to the terms,
                  conditions, limitations and restrictions all as
                  hereinafter set out. The Seller hereby guarantees to the
                  Buyer the performance by the Manufacturer of the
                  Manufacturer's obligations and assigns to the Buyer, and
                  the Buyer hereby accepts, all of the rights and
                  obligations of the Seller in the Seller's capacity as
                  "Buyer" as aforesaid under the said warranties for Seller
                  Parts delivered to the Buyer pursuant to this Letter
                  Agreement and the Seller subrogates the Buyer as to all
                  such rights and obligations in respect of such Seller
                  Parts. The Seller hereby warrants to the Buyer that the
                  Seller has all the requisite authority to make the
                  foregoing assignment and effect the foregoing subrogation
                  to and in favor of the Buyer and that the Seller will not
                  enter into any amendment of the provisions so assigned or
                  subrogated without the prior written consent of the
                  Buyer. Capitalized terms utilized in the following
                  provisions have the meanings assigned thereto in this
                  Letter Agreement, except that the term "Seller" refers to
                  the Manufacturer and the term "Buyer" refers to the
                  Seller. References to clauses and paragraphs in the
                  following provisions refer to clauses in the Agreement
                  and/or to paragraphs in this Letter Agreement.

QUOTE

11.1              Seller Parts

                  Subject to the limitations and conditions as hereinafter
                  provided, the Seller warrants to the Buyer that all
                  Seller Parts as defined above in Subparagraph 1.1(a) will
                  at the time of delivery to the Buyer:

                  (a)      be free from defects in material,

                  (b)      be free from defects in workmanship, including,
                           without limitation, processes of manufacture,

                  (c)      conform to the applicable specification for such
                           part,

                  (d)      be free from defects in design (including,
                           without limitation, selection of materials)
                           having regard to the state of the art at the
                           date of such design,

                  (e)      permit complete interchangeability among
                           Aircraft and parts of like part-numbered parts,
                           and

                  (f)      be free and clear of all liens and other
                           encumbrances.

11.2              Warranty Period

                  The standard warranty period for defects (i) for Seller
                  Parts defined above in Subparagraphs 1.1(a) is thirty-six
                  (36) months after delivery of such Seller Parts to the
                  Buyer (the "Warranty Period(s)").

11.3              Buyer's Remedy and Seller's Obligation

                  The Buyer's remedy and Seller's obligation and liability
                  under this Paragraph 11 are limited to, at the Seller's
                  expense, the repair, replacement or correction of, any
                  defective Seller Part, ***.

                  The Seller, at its option, may furnish a credit to the
                  Buyer for the future purchase of Seller Parts equal to
                  the price at which the Buyer is then entitled to acquire
                  a replacement for the defective Seller Part.

                  The provisions of Subclauses 12.1.5, 12.1.6, 12.1.7 and
                  12.1.8 of the Agreement will, as applicable, also apply
                  to this Paragraph 11.

11.4              Exclusivity of Warranties and General Limitations of
                  Liability and Duplicate Remedies

                  The Buyer and the Seller recognize and agree that the
                  Exclusivity of Warranties and General Limitations of
                  Liability provisions and the Duplicate Remedies
                  provisions contained in Clause 12 of the Agreement will
                  also apply to the foregoing warranties provided for in
                  this Paragraph 11.

UNQUOTE

                  In consideration of the assignment and subrogation by the
                  Seller under this Paragraph 11 in favor of the Buyer in
                  respect of the Seller's rights against and obligations to
                  the Manufacturer under the provisions quoted above, the
                  Buyer hereby accepts such assignment and subrogation and
                  agrees to be bound by all of the terms, conditions and
                  limitations therein contained.

                  EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS
                  OF LIABILITY AND DUPLICATE REMEDIES

                  THIS PARAGRAPH 11 (INCLUDING ITS SUBPROVISIONS) SETS
                  FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND
                  EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE
                  REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS
                  LETTER AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
                  NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY SELLER PART
                  DELIVERED UNDER THIS LETTER AGREEMENT.

                  THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND
                  REMEDIES IN THIS PARAGRAPH 11 ARE ADEQUATE AND SUFFICIENT
                  TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR
                  PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED
                  UNDER THIS LETTER AGREEMENT. THE BUYER HEREBY WAIVES,
                  RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS,
                  GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER
                  RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE
                  SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR
                  STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY
                  NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY
                  SELLER PART DELIVERED UNDER THIS LETTER AGREEMENT,
                  INCLUDING BUT NOT LIMITED TO, UNLESS OTHERWISE PROVIDED
                  FOR IN THIS PARAGRAPH 11:

                  (1)      ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM
                           COURSE OF PERFORMANCE, COURSE OF DEALING, OR
                           USAGE OF TRADE;

                  (2)      ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

                  (3)      ANY RIGHT, CLAIM OR REMEDY FOR TORT, INCLUDING
                           ACTIONS FOR NEGLIGENCE, RECKLESSNESS,
                           INTENTIONAL TORTS, IMPLIED WARRANTY IN TORT
                           AND/OR STRICT LIABILITY;

                  (4)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE
                           UNIFORM COMMERCIAL CODE, OR ANY OTHER STATE OR
                           FEDERAL STATUTE;

                  (5)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY
                           REGULATIONS OR STANDARDS IMPOSED BY ANY
                           INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE
                           OR AGENCY;

                  (6)      ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE
                           COMPENSATED FOR:

                           (a)      LOSS OF USE OR REPLACEMENT OF ANY
                                    AIRCRAFT, COMPONENT, EQUIPMENT,
                                    ACCESSORY OR PART PROVIDED UNDER THE
                                    AGREEMENT;

                           (b)      LOSS OF, OR DAMAGE OF ANY KIND TO, ANY
                                    AIRCRAFT, COMPONENT, EQUIPMENT,
                                    ACCESSORY OR PART PROVIDED UNDER THE
                                    AGREEMENT;

                           (c)      LOSS OF PROFITS AND/OR REVENUES;

                           (d)      ANY OTHER INCIDENTAL OR CONSEQUENTIAL
                                    DAMAGE.

                  THE WARRANTIES PROVIDED BY THIS LETTER AGREEMENT WILL NOT
                  BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN
                  INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE
                  EVENT THAT ANY PROVISION OF THIS PARAGRAPH 11 SHOULD FOR
                  ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE,
                  THE REMAINDER OF THIS PARAGRAPH 11 WILL REMAIN IN FULL
                  FORCE AND EFFECT.

                  The remedies provided to the Buyer under this Paragraph
                  11 as to any defect in respect of the Aircraft or any
                  part thereof are not cumulative. The Buyer will be
                  entitled to the one remedy that provides the maximum
                  benefit to it, as the Buyer may elect, pursuant to the
                  terms and conditions of this Paragraph 11 for any such
                  particular defect for which remedies are provided under
                  this Paragraph 11; provided, however, that, *** the Buyer
                  will not be entitled to elect a remedy under one part of
                  this Paragraph 11 that constitutes a duplication of any
                  remedy elected by it under any other part hereof for the
                  same defect. ***

12.               LEASING

12.1              Applicable Terms

                  The terms and conditions of this Paragraph 12 will apply
                  to the Lessor's (as defined below) stock of Seller Parts
                  listed in Appendix "A" to this Paragraph 12 ("Leased
                  Parts") and will form a part of each lease of any Leased
                  Part by the Buyer from the Seller after the date hereof.
                  Except for the description of the Leased Part, the Lease
                  Term, the Leased Part delivery and return locations and
                  the Lease Charges (defined below in Subparagraph 12.4),
                  all other terms and conditions appearing on any order
                  form or other document pertaining to Leased Parts will be
                  deemed inapplicable, and in lieu thereof the terms and
                  conditions of this Paragraph 12 will prevail. For
                  purposes of this Paragraph 12, the term "Lessor" refers
                  to the Seller and the term "Lessee" refers to the Buyer.
                  Parts not included in Appendix "A" to this Paragraph 12
                  may be supplied under a separate lease agreement between
                  the Seller and the Buyer.

12.2              Lease Procedure: Spare Parts Leased

                  At the Lessee's request by telephone (to be confirmed
                  promptly in writing), telegram, letter or other written
                  instrument, the Lessor will lease Leased Parts, which
                  will be made available in accordance with Subparagraph
                  4.2.3 of this Letter Agreement, to the Lessee as
                  substitutes for parts withdrawn from an Aircraft for
                  repair or overhaul. Each lease of Leased Parts will be
                  evidenced by a lease document ("Lease") issued by the
                  Lessor to the Lessee no later than seven (7) days after
                  delivery of the Leased Part.

12.3              Lease Term: Return

                  The term of the lease ("Lease Term") will commence on the
                  date of receipt of the Leased Part by the Lessee or its
                  agent at the Lessee's facility in a serviceable condition
                  and will end on the date of receipt at the Lessor's
                  facility of the Leased Part in a serviceable condition.
                  The Lease Term will not exceed ninety (90) days after the
                  Lessee's receipt of the Leased Part, unless extended by
                  written agreement between Lessor and Lessee within such
                  ninety (90)-day period (such extension not to exceed an
                  additional ninety (90) days). Notwithstanding the
                  foregoing, the Lease Term will end in the event, and upon
                  the date, of exercise of the Lessee's option to purchase
                  the Leased Part, as provided herein.

12.4              Lease Charges and Taxes

                  The Lessee will pay the Lessor (a) a daily rental charge
                  for the Lease Term in respect of each Leased Part equal
                  to one-three-hundred-sixty-fifth (1/365) of the Catalog
                  Price of such Leased Part, as set forth in the Seller's
                  Spare Parts Price List in effect on the date of
                  commencement of the Lease Term, (b) any reasonable
                  additional costs which may be incurred by the Lessor
                  solely and directly as a result of such Lease, such as
                  inspection, test, repair, overhaul and repackaging costs
                  as required to place the Leased Part in serviceable
                  condition, (c) all transportation and insurance charges
                  and (d) any taxes (excluding any taxes based on income or
                  gross receipts), charges or customs duties imposed upon
                  the Lessor or its property as a result of the lease,
                  sale, delivery, storage or transfer of any Leased Part
                  (the "Lease Charges"). All payments due hereunder will be
                  made in accordance with Paragraph 6 of this Letter
                  Agreement.

                  In the event that the Leased Part has not been returned
                  to the Lessor's designated facilities within the time
                  period provided in Subparagraph 12.3 above, the Lessor
                  will be entitled, in addition to any other remedy it may
                  have at law or under this Paragraph 12, to charge to the
                  Lessee, and the Lessee will pay, all of the charges
                  referred to in this Subparagraph 12.4 accruing for each
                  day after the end of the Lease Term and for as long as
                  such Leased Part is not returned to the Lessor and as
                  though the Lease Term were extended to the period of such
                  delay.

                  Notwithstanding the foregoing, the Lessor hereby agrees
                  not to charge the Lessee any daily rental charge as
                  referred to above in Subparagraph 12.4(a) from the date
                  that is ninety (90) days after the date of receipt of the
                  Leased Part by the Lessee, provided that (i) the Lessee
                  reasonably demonstrates that the repair station
                  designated by the Lessor and to which the Lessee has sent
                  the damaged item (which is the cause of the lease
                  described in this Paragraph 12) (the "Damaged Item") has
                  failed to perform the repair of the Damaged Item within
                  ninety (90) days, and (ii) the repair station is unable
                  to provide adequate and satisfactory reasons for its
                  nonperformance.

12.5              Title

                  Title to each Leased Part will remain with the Lessor at
                  all times unless the Lessee exercises its option to
                  purchase or exchange it in accordance with Subparagraph
                  12.8 of this Letter Agreement, in which case title will
                  pass to the Lessee in accordance with Paragraph 7 of this
                  Letter Agreement.

12.6              Risk of Loss

                  Except for normal wear and tear, each Leased Part will be
                  returned to the Lessor in the same condition as when
                  delivered to the Lessee. However, the Lessee will not
                  without the Lessor's prior written consent repair, modify
                  or alter any Leased Part (other than routine
                  maintenance). Risk of loss or damage to each Leased Part
                  will remain with the Lessee until such Leased Part is
                  redelivered to the Lessor at the return location
                  specified in the applicable Lease. If a Leased Part is
                  lost or damaged beyond repair, the Lessee will be deemed
                  to have exercised its option to purchase the part in
                  accordance with Subparagraph 12.8 of this Letter
                  Agreement, as of the date of such loss or damage.

12.7              Record of Flight Hours

                  All flight hours accumulated by the Lessee on each Leased
                  Part during the Lease Term will be documented by the
                  Lessee. Records will be delivered to the Lessor upon
                  return of such Leased Part to the Lessor. In addition,
                  all documentation pertinent to inspection, maintenance
                  and/or rework of the Leased Part to maintain said Leased
                  Part serviceable in accordance with the standards of the
                  Lessor will be delivered to the Lessor upon return of the
                  Leased Part to the Lessor on termination of the Lease.

                  Such documentation will include but not be limited to
                  evidence of incidents such as hard landings,
                  abnormalities of operation and corrective action taken by
                  the Lessee as a result of such incidents.

12.8              Option to Purchase

                  The Lessee may at its option, exercisable by written
                  notice given to the Lessor, elect during or at the end of
                  the Lease Term to purchase the Leased Part, in which case
                  the then current purchase price for such Leased Part as
                  set forth in the Seller's Spare Parts Price List will be
                  paid by the Lessee to the Lessor. The immediately
                  preceding sentence will apply to new Leased Parts only.
                  In the event the Leased Part is not new at commencement
                  of the Lease Term, eighty-five percent (85%) of the then
                  current purchase price for such Leased Part will be paid
                  by the Lessee to the Lessor. Such option will be
                  contingent upon the Lessee providing the Lessor with
                  evidence satisfactory to the Lessor that the original
                  part fitted to the Aircraft is beyond economical repair.
                  Should the Lessee exercise such option, *** of the Lease
                  rental charges already invoiced pursuant to Subparagraph
                  12.4 (a) will be credited to the Lessee against the said
                  purchase price of the Leased Part.

                  Should the Lessee fail to return the Leased Part to the
                  Lessor at the end of the Lease Term, such failure will be
                  deemed to be an election by the Lessee to purchase the
                  Leased Part.

                  In the event of purchase, the Leased Part will be
                  warranted in accordance with Clause 11 of this Letter
                  Agreement as though such Leased Part were a Seller Part,
                  provided, however, that (i) the Seller will prorate the
                  full Warranty Period granted to the Buyer according to
                  the actual usage of such Leased Part and (ii) in no event
                  will such Warranty Period be less than six (6) months
                  from the date of purchase of such Leased Part. A warranty
                  granted under this Subparagraph 12.8.3 will be in
                  substitution for the warranty granted under Subparagraph
                  12.9 at the commencement of the Lease Term.

12.9              Warranties

                  The Lessor, in its capacity as "Lessee," under its
                  arrangements with the Manufacturer, in its capacity as
                  "Lessor," has negotiated and obtained the following
                  warranties from the Manufacturer with respect to the
                  Leased Parts, subject to the terms, conditions,
                  limitations and restrictions all as hereinafter set out.
                  The Lessor hereby assigns to the Lessee, and the Lessee
                  hereby accepts, all of the rights and obligations of the
                  Lessor in the Lessors's capacity as "Lessee" as aforesaid
                  under the said warranties and the Lessor subrogates the
                  Lessee as to all such rights and obligations in respect
                  of Leased Parts during the Lease Term with respect
                  thereto. The Lessor hereby warrants to the Lessee that
                  the Lessor has all requisite authority to make the
                  foregoing assignment and effect the foregoing subrogation
                  to and in favor of the Lessee and that the Lessor will
                  not enter into any amendment of the provisions so
                  assigned or subrogated without the prior written consent
                  of the Lessee. Capitalized terms utilized in the
                  following provisions have the meanings assigned thereto
                  in this Letter Agreement, except that the term "Lessor"
                  refers to the Manufacturer and the term "Lessee" refers
                  to the Lessor. References to clauses and paragraphs in
                  the following provisions refer to clauses in the
                  Agreement and/or to paragraphs in this Letter Agreement.

QUOTE

12.9.1            The Lessor warrants that each Leased Part will at the
                  time of delivery thereof:

                  (a)      be free from defects in material,

                  (b)      be free from defects in workmanship, including,
                           without limitation, processes of manufacture,

                  (c)      conform to the applicable specification for such
                           part,

                  (d)      be free from defects in design (including,
                           without limitation, selection of materials)
                           having regard to the state of the art at the
                           date of such design,

                  (e)      permit complete interchangeability among
                           Aircraft and parts of like part-numbered parts,
                           and

                  (f)      be free and clear of all liens and other
                           encumbrances.

12.9.2            Survival of Warranties

                  With respect to each Leased Part, the warranty set forth
                  above in Subparagraph 12.9.1(a) will not survive
                  delivery, and the warranties set forth above in
                  Subparagraphs 12.9.1(b) through 12.9.1(f) will survive
                  delivery only upon the conditions and subject to the
                  limitations set forth below in Subparagraphs 12.9.3
                  through 12.9.8.

12.9.3            Warranty and Notice Periods

                  The Lessee's remedy and the Lessor's obligation and
                  liability under this Subparagraph 12.9, with respect to
                  each defect, are conditioned upon (i) the defect having
                  become apparent within the Lease Term and (ii) the
                  Lessor's warranty administrator having received written
                  notice of the defect from the Lessee within ***.

12.9.4            Return and Proof

                  The Lessee's remedy and the Lessor's obligation and
                  liability under this Subparagraph 12.9, with respect to
                  each defect, are also conditioned upon:

                  (a)      the return by the Lessee as soon as practicable
                           to the return location specified in the
                           applicable Lease, or such other place as may be
                           mutually agreeable, of the Leased Part claimed
                           to be defective, and

                  (b)      the submission by the Lessee to the Lessor's
                           warranty administrator of reasonable proof that
                           the claimed defect is due to a matter embraced
                           within the Lessor's warranty under this
                           Subparagraph 12.9 and that such defect did not
                           result from any act or omission of the Lessee,
                           including but not limited to any failure to
                           operate or maintain the Leased Part claimed to
                           be defective or the Aircraft in which it was
                           installed in accordance with the Lessee's
                           FAA-approved maintenance program.

12.9.5            Remedies

                  The Lessee's remedy and the Lessor's obligation and
                  liability under this Subparagraph 12.9 with respect to
                  each defect are limited to the repair of such defect in
                  the Leased Part in which the defect appears, or, as
                  mutually agreed, to the replacement of such Leased Part
                  with a similar part free from defect.

                  Any replacement part furnished under this Subparagraph
                  12.9.5 will for the purposes of this Letter Agreement be
                  deemed to be the Leased Part so replaced.

12.9.6            Suspension and Transportation Costs

12.9.6.1          If a Leased Part is found to be defective and is covered
                  by this warranty, the Lease Term and the Lessee's
                  obligation to pay rental charges as provided in
                  Subparagraph 12.4(a) of this Letter Agreement will be
                  suspended from the date on which the Lessee notifies the
                  Lessor of such defect until the date on which the Lessor
                  has repaired, corrected or replaced the defective Leased
                  Part, provided, however, that the Lessee has withdrawn
                  such defective Leased Part from use, promptly after
                  giving such notice to the Lessor. If the defective Leased
                  Part is replaced, such replacement will be deemed to no
                  longer be a Leased Part under the Lease as of the date on
                  which such part was received by the Lessor at the return
                  location specified in the applicable Lease.

                  If a Leased Part is found to be defective on first use by
                  the Lessee and is covered by this warranty, no rental or
                  other charges as provided in Subparagraph 12.4(a) will
                  accrue and be payable by the Lessee until the date on
                  which the Lessor has repaired, corrected or replaced the
                  defective Leased Part in a manner satisfactory to the
                  Lessee.

12.9.6.2          All transportation and insurance costs associated with
                  the return of the defective Leased Part to the Lessor and
                  the return of the repaired, corrected or replacement part
                  to the Lessee will be borne by the Lessor.

12.9.7            Wear and Tear

                  Normal wear and tear and the need for regular maintenance
                  and overhaul will not constitute a defect or
                  nonconformance under this Subparagraph 12.9.

12.9.8            Exclusivity of Warranties and General Limitations of
                  Liability and Duplicate Remedies

                  The Lessee and the Lessor recognize and agree that the
                  Exclusivity of Warranties and General Limitations of
                  Liability provisions and the Duplicate Remedies
                  provisions contained in Clause 12 of the Agreement will
                  also apply to the foregoing warranties provided for in
                  this Subparagraph 12.9.

UNQUOTE

                  In consideration of the assignment and subrogation by the
                  Seller under this Subparagraph 12.9 in favor of the Buyer
                  in respect of the Seller's rights against and obligations
                  to the Manufacturer under the provisions quoted above,
                  the Buyer hereby accepts such assignment and subrogation
                  and agrees to be bound by all of the terms, conditions
                  and limitations therein contained.

                  EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS
                  OF LIABILITY AND DUPLICATE REMEDIES

                  THIS PARAGRAPH 12 (INCLUDING ITS SUBPROVISIONS) SETS
                  FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND
                  EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE
                  REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS
                  LETTER AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
                  NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY LEASED PART
                  DELIVERED UNDER THIS LETTER AGREEMENT.

                  THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND
                  REMEDIES IN THIS PARAGRAPH 12 ARE ADEQUATE AND SUFFICIENT
                  TO PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR
                  PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED
                  UNDER THIS LETTER AGREEMENT. THE BUYER HEREBY WAIVES,
                  RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS,
                  GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER
                  RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE
                  SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR
                  STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY
                  NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY
                  LEASED PART DELIVERED UNDER THIS LETTER AGREEMENT,
                  INCLUDING BUT NOT LIMITED TO, UNLESS OTHERWISE PROVIDED
                  FOR IN THIS PARAGRAPH 12:

                  (1)      ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM
                           COURSE OF PERFORMANCE, COURSE OF DEALING OR
                           USAGE OF TRADE;

                  (2)      ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

                  (3)      ANY RIGHT, CLAIM OR REMEDY FOR TORT, INCLUDING
                           ACTIONS FOR NEGLIGENCE, RECKLESSNESS,
                           INTENTIONAL TORTS, IMPLIED WARRANTY IN TORT
                           AND/OR STRICT LIABILITY;

                  (4)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE
                           UNIFORM COMMERCIAL CODE, OR ANY OTHER STATE OR
                           FEDERAL STATUTE;

                  (5)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY
                           REGULATIONS OR STANDARDS IMPOSED BY ANY
                           INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE
                           OR AGENCY;

                  (6)      ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE
                           COMPENSATED FOR:

                           (a)      LOSS OF USE OR REPLACEMENT OF ANY
                                    AIRCRAFT, COMPONENT, EQUIPMENT,
                                    ACCESSORY OR PART PROVIDED UNDER THE
                                    AGREEMENT;

                           (b)      LOSS OF, OR DAMAGE OF ANY KIND TO, ANY
                                    AIRCRAFT, COMPONENT, EQUIPMENT,
                                    ACCESSORY OR PART PROVIDED UNDER THE
                                    AGREEMENT;

                           (c)      LOSS OF PROFITS AND/OR REVENUES;

                           (d)      ANY OTHER INCIDENTAL OR CONSEQUENTIAL
                                    DAMAGE.

                  THE WARRANTIES PROVIDED BY THIS LETTER AGREEMENT WILL NOT
                  BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN
                  INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE
                  EVENT THAT ANY PROVISION OF THIS PARAGRAPH 12 SHOULD FOR
                  ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE,
                  THE REMAINDER OF THIS PARAGRAPH 12 WILL REMAIN IN FULL
                  FORCE AND EFFECT.

                  The remedies provided to the Buyer under this Paragraph
                  12 as to any defect in respect of the Aircraft or any
                  part thereof are not cumulative. The Buyer will be
                  entitled to the one remedy which provides the maximum
                  benefit to it, as the Buyer may elect, pursuant to the
                  terms and conditions of this Paragraph 12 for any such
                  particular defect for which remedies are provided under
                  this Paragraph 12; provided, however, that, *** the Buyer
                  will not be entitled to elect a remedy under one part of
                  this Paragraph 12 which constitutes a duplication of any
                  remedy elected by it under any other part hereof for the
                  same defect. ***


                                                  APPENDIX "A" TO CLAUSE 12

                         SELLER PARTS LEASING LIST

                               (Leased Parts)


AILERONS

AUXILIARY POWER UNIT (APU) DOORS

CARGO DOORS

PASSENGER DOORS

ELEVATORS

FLAPS

LANDING GEAR DOORS

RUDDER

TAIL CONE

WING SLATS

SPOILERS

AIRBRAKES

WING TIPS

RADOMES


13.               ***

13.1              ***

13.2              ***

13.3              ***

13.4              ***

14.               TERMINATION

                  Any termination under Clause 10, 11 or 21 of the
                  Agreement or under the Letter Agreements thereto will
                  discharge all obligations and liabilities of the parties
                  hereunder with respect to such undelivered Material,
                  services, data or other items to be purchased hereunder
                  that are applicable to those undelivered Aircraft as to
                  which the Agreement has been terminated. Termination
                  under this Paragraph 14 notwithstanding new and unused
                  Material in excess of the Buyer's requirements due to
                  such Aircraft cancellation will be repurchased by the
                  Seller as provided in Subparagraph 10.2 of this Letter
                  Agreement.

15.               ASSIGNMENT

                  This Letter Agreement may be assigned in accordance with
                  Clause 19 of the Agreement.

                  If the foregoing correctly sets forth our understanding,
please execute the original and one (1) copy hereof in the space provided
below and return a copy to the Seller.

                                         Very truly yours,

                                         AVSA, S.A.R.L.


                                         By:      /s/ Michele Lascaux

                                         Its:     Director Contracts

                                         Date:    November 24, 1998


Accepted and Agreed

US Airways Group, Inc.


By:      /s/ Thomas A. Fink

Its:     Treasurer

Date:    November 24, 1998



                           LETTER AGREEMENT NO. 2


                                                    As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:               DELIVERIES

Ladies and Gentlemen:

                  US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A330/A340 Purchase Agreement
dated as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
2 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

                  Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.


1.                [INTENTIONALLY LEFT BLANK]

2.                RECONFIRMABLE AIRCRAFT

                  In order to provide the Buyer with flexibility to meet
                  its future fleet mix requirements, the Seller grants the
                  Buyer the right to reconfirm its order for each and any
                  Reconfirmable Aircraft. The Buyer will notify the Seller
                  in writing by no later than *** before the scheduled
                  month of delivery of a Reconfirmable Aircraft as to
                  whether it reconfirms the order for the applicable
                  Reconfirmable Aircraft. Upon reconfirmation of a
                  Reconfirmable Aircraft by the Buyer, such Reconfirmable
                  Aircraft will be considered Firm Aircraft for all
                  purposes under the Agreement.

                  *** Upon such nonreconfirmation, the Buyer's rights with
                  respect to the Reconfirmable Aircraft that was not
                  reconfirmed will expire and the parties will have no
                  further obligations to one another with respect to such
                  Reconfirmable Aircraft.

3.                ***

4.                ***

4.1               ***


                  (i)      ***

                  (ii)     ***

                  (iii)    ***

                           (a)      ***

                           (b)      ***

                  (iv)     ***

                  (vi)     ***

5.                LEASED AIRCRAFT

                  If the Buyer wishes to lease A330 or A340 aircraft, the
                  Seller will assist the Buyer in locating such aircraft
                  (the "Leased Aircraft") from leasing companies. In the
                  event that the Leased Aircraft need to have a ***.

6.                ***

6.1               ***

6.2               ***

7.                EXCUSABLE DELAYS

7.1               Unanticipated Delay

                  Subclause 10.2 of the Agreement is hereby amended as
                  follows:

                  ***.

7.2               Anticipated Delay

                  ***

8.                INEXCUSABLE DELAYS

8.1               Subclause 11.1 of the Agreement is hereby amended as follows:

                  ***.

8.2               Subclause 11.4 of the Agreement is hereby amended as follows:

                  ***.

9.                ***

10.               BUYER FURNISHED EQUIPMENT

                  ***

11.               ASSIGNMENT

                  This Letter Agreement and the rights and obligations of
                  the Buyer hereunder will not be assigned or transferred
                  in any manner without the prior written consent of the
                  Seller, and any attempted assignment or transfer in
                  contravention of the provisions of this Paragraph 11 will
                  be void and of no force or effect. Notwithstanding the
                  preceding sentence, the terms of Subclauses 19.5 and 19.6
                  of the Agreement will apply to this Letter Agreement.


                           If the foregoing correctly sets forth our
understanding, please execute the original and one (1) copy hereof in the
space provided below and return a copy to the Seller.


                                                Very truly yours,

                                                AVSA, S.A.R.L.


                                                By:      /s/  Michele Lascaux

                                                Its:     Director Contracts

                                                Date:    November 24, 1998


Accepted and Agreed

US Airways Group, Inc.



By:               /s/  Thomas A. Fink

Its:              Treasurer

Date:             November 24, 1998




                           LETTER AGREEMENT NO. 3


                                                    As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:               ADDITIONAL AIRCRAFT

Ladies and Gentlemen:

                  US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A330/A340 Purchase Agreement
dated as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
3 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

                  Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.


1.                SCOPE

                  ***

2.                DELIVERIES

                  Upon the Buyer's written request from time to time, the
                  Seller will offer the Buyer delivery positions for
                  Additional Aircraft by month and year, subject to the
                  Manufacturer's Commercial Constraints and Industrial
                  Constraints at the time of request.

                  Delivery positions offered by the Seller for Additional
                  Aircraft will be held for the Buyer during the five (5)
                  Working Day period following the Seller's offer. The
                  Buyer may exercise its option to reserve the delivery
                  position for each such Additional Aircraft

                  (i)      by written notice to the Seller and by making a
                           nonrefundable deposit payable to the Seller ***
                           due as set forth in Subclause 6.2.2.2 of the
                           Agreement, and

                  (ii)     provided that at no time will the number of
                           Reconfirmable Aircraft exceed the number of Firm
                           Aircraft then on order, plus the number of
                           Aircraft already delivered to the Buyer, ***.

                  ***

3.                [INTENTIONALLY LEFT BLANK]

4.                ASSIGNMENT

                  This Letter Agreement and the rights and obligations of
                  the Buyer hereunder will not be assigned or transferred
                  in any manner without the prior written consent of the
                  Seller, and any attempted assignment or transfer in
                  contravention of the provisions of this Paragraph 4 will
                  be void and of no force or effect. Notwithstanding the
                  preceding sentence, the terms of Subclauses 19.5 and 19.6
                  of the Agreement will apply to this Letter Agreement.


                           If the foregoing correctly sets forth our
understanding, please execute the original and one (1) copy hereof in the
space provided below and return a copy to the Seller.

                                          Very truly yours,

                                          AVSA, S.A.R.L.


                                          By:      /s/ Michele Lascaux

                                          Its:     Director Contracts

                                          Date:    November 24, 1998


Accepted and Agreed

US Airways Group, Inc.



By:               /s/ Thomas A. Fink

Its:              Treasurer

Date:             November 24, 1998




                           LETTER AGREEMENT NO. 4


                                                    As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:               CONVERSION RIGHTS

Ladies and Gentlemen:

                  US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A330/A340 Purchase Agreement
dated as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
4 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

                  Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.


1.                CONVERSION RIGHT

1.1               In order to provide the Buyer with additional flexibility
                  to meet its future fleet mix requirements, the Seller
                  grants the Buyer aircraft type conversion rights under
                  the terms and conditions contained in this Paragraph 1
                  (the "Wide-Body Conversion Right").

                  ***

                  (iii)    The Conversion Right will be subject to the
                           Manufacturer's Commercial Constraints and
                           Industrial Constraints at the time the Buyer
                           elects to exercise its Conversion Right.

                  ***

1.2               The Buyer's exercise of its Conversion Right with respect
                  to a particular Aircraft will result in an adjustment to
                  the Predelivery Payment Reference Price and Predelivery
                  Payments due in respect of the converted Aircraft (a
                  "Converted Aircraft").

                  If the Predelivery Payment Reference Price for a
                  Converted Aircraft is higher than it was for the Aircraft
                  from which it was converted (the "Original Aircraft"),
                  then the difference between the Predelivery Payments the
                  Buyer has paid and what it would have paid had the
                  Converted Aircraft been an Original Aircraft will be due
                  within three (3) Working Days of conversion, and
                  conversion will be effective when the Buyer pays such
                  difference.

                  ***

2.                [INTENTIONALLY LEFT BLANK]

3.                ASSIGNMENT

                  This Letter Agreement and the rights and obligations of
                  the Buyer hereunder will not be assigned or transferred
                  in any manner without the prior written consent of the
                  Seller, and any attempted assignment or transfer in
                  contravention of the provisions of this Paragraph 3 will
                  be void and of no force or effect. Notwithstanding the
                  preceding sentence, the terms of Subclauses 19.5 and 19.6
                  of the Agreement will apply to this Letter Agreement.


                           If the foregoing correctly sets forth our
understanding, please execute the original and one (1) copy hereof in the
space provided below and return a copy to the Seller.

                                          Very truly yours,

                                          AVSA, S.A.R.L.


                                          By:      /s/ Michele Lascaux

                                          Its:     Director Contracts

                                          Date:    November 24, 1998


Accepted and Agreed

US Airways Group, Inc.



By:               /s/ Thomas A. Fink

Its:              Treasurer

Date:             November 24, 1998





                           LETTER AGREEMENT NO. 5



                                                    As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:                PURCHASE INCENTIVES

Ladies and Gentlemen:

                  US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A330/A340 Purchase Agreement
dated as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
5 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

                  Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.


1.                ***

1.1               ***

1.2               ***

1.3               [INTENTIONALLY LEFT BLANK]

1.4.              ***

1.5               ***

1.6               [INTENTIONALLY LEFT BLANK]

1.7               [INTENTIONALLY LEFT BLANK]

1.8               [INTENTIONALLY LEFT BLANK]

2.                ***

2.1               ***

2.1.1             ***

2.1.2             ***

2.1.3             ***

2.2               ***

3.                PROPULSION SYSTEMS INCENTIVES

                  Except as otherwise agreed to by the Buyer and the
                  manufacturer of the Propulsion Systems and notified to
                  the Seller, the Propulsion Systems Reference Prices for
                  the engines are subject to escalation to the date of
                  delivery of the applicable Aircraft by applying the
                  Propulsion Systems' manufacturers' price revision
                  formulas (set forth in Exhibit "H-1" and "H-2" to the
                  Agreement) and to changes imposed by the Propulsion
                  Systems' manufacturers. 

                  The Buyer will negotiate directly with the Propulsion
                  Systems' manufacturers engine pricing, credits,
                  escalation, and other commercial issues. As a result of
                  such negotiation, the Propulsion Systems' manufacturer's
                  price revision formula in Exhibit "H-1" and "H-2" to
                  this Agreement may be revised.

4.                ***

5.                ASSIGNMENT

                  This Letter Agreement and the rights and obligations of
                  the Buyer hereunder will not be assigned or transferred
                  in any manner without the prior written consent of the
                  Seller, and any attempted assignment or transfer in
                  contravention of the provisions of this Paragraph 5 will
                  be void and of no force or effect. Notwithstanding the
                  preceding sentence, the terms of Subclauses 19.5 and 19.6
                  of the Agreement will apply to this Letter Agreement.


                           If the foregoing correctly sets forth our
understanding, please execute the original and one (1) copy hereof in the
space provided below and return a copy to the Seller.

                                               Very truly yours,

                                               AVSA, S.A.R.L.


                                               By:      /s/ Michele Lascaux

                                               Its:     Director Contracts

                                               Date:    November 24, 1998


Accepted and Agreed

US Airways Group, Inc.



By:               /s/ Thomas A. Fink

Its:              Treasurer

Date:             November 24, 1998




                                                                 APPENDIX 1


                      AIRFRAME PRICE REVISION FORMULA
                                  FOR ***


l.                BASE PRICE

                  The Base Price of the *** is as quoted in Subparagraph
                  1.5 of Letter Agreement No. 5 to the Agreement.

2.                BASE PERIOD

                  ***

                  This Base Price is subject to adjustment for changes in
                  economic conditions as measured by data obtained from the
                  United States Department of Labor, Bureau of Labor
                  Statistics, and in accordance with the provisions of
                  Paragraphs 4 and 5 of this Appendix 1.

                  ECIb and ICb index values indicated in Paragraph 4 of
                  this Appendix 1 are based on publications available at
                  the date of signature of the Agreement and are United
                  States Department of Labor Bureau of Labor Statistics
                  computations corresponding to certain base years as
                  stipulated below in Paragraph 3. Should the Bureau of
                  Labor Statistics change such base year, it will be
                  necessary to restate such values in an appropriate
                  manner. Other changes (such as benchmark revision),
                  except those related to established errors from the
                  Bureau of Labor Statistics, will not be taken into
                  consideration.

3.                REFERENCE INDEXES

                  ***

                  Material Index: "Industrial Commodities Index"
                  (hereinafter referred to as "ICI-Index"), published
                  monthly by the United States Department of Labor, Bureau
                  of Labor Statistics, in "Producer Prices and Price
                  Indexes" (Table 6: "Producer prices and price indexes for
                  commodity groupings and individual items"). (Base year
                  1982 = 100.)


4 -               REVISION FORMULA

                  ***

                  In determining the Revised Base Price at delivery of the
                  Aircraft, each quotient will be calculated to the nearest
                  ten thousandth (4 decimals). If the next succeeding place
                  is five (5) or more, the preceding decimal place will be
                  raised to the next higher figure. The final factor will
                  be rounded to the nearest ten thousandth (4 decimals).

                  After final computation, Pn will be rounded to the next
                  whole number (0.5 or more rounded to l).

5.                GENERAL PROVISIONS

5.1               Substitution of Indexes

                  In the event that:

                  (i)      the United States Department of Labor
                           substantially revises its methodology for
                           calculating any of the indexes referred to here
                           above, or

                  (ii)     the United States Department of Labor
                           discontinues, either temporarily or permanently,
                           any of the indexes referred to here above and
                           publication thereof, or

                  (iii)    the data samples used to calculate any of the
                           indexes referred to here above are substantially
                           changed,

                  The Seller and the Buyer will agree on a substitute
                  index.

                  Such substitute index will reflect as closely as possible
                  the actual variations in wage rates or in material
                  prices, as the case may be, used in the calculation of
                  the original index.

                  As a result of this selection of a substitute index, the
                  Seller and the Buyer will agree on appropriate
                  adjustments to be made to the price revision formula;
                  such adjustments may include, but will not be limited to,
                  allowing to combine the successive utilization of the
                  original index and of the substitute index, and other
                  methodologies designed to ensure consistency in the
                  numerators and denominators of the various quotients.

5.2               Final Index Values

                  The Revised Base Price at the date of Aircraft delivery
                  will be final and will not be subject to further
                  adjustments, of any kind, to the applicable indexes as
                  published at the date of Aircraft delivery.






                           LETTER AGREEMENT NO. 6


                                                    As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:               SPECIFICATION MATTERS

Ladies and Gentlemen:

                  US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A330/A340 Purchase Agreement
dated as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
6 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

                  Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.








1.                [INTENTIONALLY LEFT BLANK]

2.                ***

2.1               ***

2.2               ***

2.3               ***

3.                ***

3.1               ***

3.2               ***

4.                ***

4.1               ***

4.2               ***

5.                ***

6.                ***

7.                ***

7.1               ***

7.2               ***

7.3               ***

8.                ASSIGNMENT

                  This Letter Agreement and the rights and obligations of
                  the Buyer hereunder will not be assigned or transferred
                  in any manner without the prior written consent of the
                  Seller, and any attempted assignment or transfer in
                  contravention of the provisions of this Paragraph 8 will
                  be void and of no force or effect. Notwithstanding the
                  preceding sentence, the terms of Subclauses 19.5 and 19.6
                  of the Agreement will apply to this Letter Agreement.


                           If the foregoing correctly sets forth our
understanding, please execute the original and one (1) copy hereof in the
space provided below and return a copy to the Seller.

                                             Very truly yours,

                                             AVSA, S.A.R.L.


                                             By:      /s/ Michele Lascaux

                                             Its:     Director Contracts

                                             Date:    November 24, 1998

Accepted and Agreed

US Airways Group, Inc.



By:               /s/ Thomas A. Fink

Its:              Treasurer

Date:             November 24, 1998






                           LETTER AGREEMENT NO. 7


                                                    As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re: PRODUCT SUPPORT

Ladies and Gentlemen:

                  US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A330/A340 Purchase Agreement
dated as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
7 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

                  Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.

1.                PRODUCT SUPPORT RESPONSIVENESS

1.1               The Seller and the Manufacturer will promptly respond to,
                  and deal with, any correspondence or request from the
                  Buyer with respect to product support issues.

1.2               The precise contents of the product support package may
                  be adjusted over time, by way of exchanges within the
                  envelope of such package, to better match the Buyer's
                  product support needs.

2.                ***

2.1               ***

2.2               ***

2.3               ***

2.4               ***

2.4.1             ***

2.4.2             ***

2.5               No Fault-Found Policy

                  The Seller has developed a "No Fault Found Policy"
                  covering Vendor Parts and Seller Parts, as specified in
                  the booklet SG-S/921.0067/96. Such policy will not be
                  changed in a manner adverse to the Buyer.

3.                ***

3.1               ***

3.2               ***

4.                TECHNICAL PUBLICATIONS

4.1               The Buyer and the Seller agree that an integral portion
                  of the Technical Publications product support is the
                  implementation of a functioning "E-Pubs" system by the
                  Buyer prior to delivery of the first Aircraft.
                  Accordingly, the Buyer and the Seller will together
                  devise a plan to (a) make available to the Buyer on such
                  "E-Pubs" system all Technical Publications now only
                  available on CD-ROM, (b) the Buyer and the Seller will
                  commit to implement "E-Pubs" as soon as practicable, and
                  (c) agree on the allocation of the costs of any necessary
                  interim implementation.

4.2               Aircraft MSG-3 analysis will be provided to the Buyer as
                  part of the Technical Publications package.

4.3               The Seller will provide the Buyer an interior and
                  exterior aircraft placards manual specifying which
                  placards are required for aircraft dispatch.

4.4               ***

4.5               On the Buyer's request, the Seller will provide the Buyer
                  certification data for specific material, including
                  flammability coupons, when such data is available to the
                  Seller.

4.6               ***

5.                TRAINING

5.1               ***

5.2               ***

5.3               ***

5.4.1             ***

5.4.2             ***

5.5               ***

5.6               ***

6.                MAINTENANCE PLANNING

                  ***

7.                ENTRY-INTO-SERVICE

7.1               ***

7.2               ***

7.3               ***

8.                TOOLING

8.1               ***

8.2               ***

8.3               ***

8.4               ***

9.                ***

9.1               ***

9.2               ***

9.3               ***

9.4               ***

9.5               ***

10.               ASSIGNMENT

                  This Letter Agreement and the rights and obligations of
                  the Buyer hereunder will not be assigned or transferred
                  in any manner without the prior written consent of the
                  Seller, and any attempted assignment or transfer in
                  contravention of the provisions of this Paragraph 10 will
                  be void and of no force or effect. Notwithstanding the
                  preceding sentence, the terms of Subclauses 19.5 and 19.6
                  of the Agreement will apply to this Letter Agreement.


                  If the foregoing correctly sets forth our understanding,
please execute the original and one (1) copy hereof in the space provided
below and return a copy to the Seller.


                                            Very truly yours,

                                            AVSA, S.A.R.L.


                                            By:      /s/ Michele Lascaux

                                            Its:     Director Contracts

                                            Date:    November 24, 1998

Accepted and Agreed

US Airways Group, Inc.


By:               /s/ Thomas A. Fink

Its:              Treasurer

Date:             November 24, 1998




A330-200 (PW)
PW 4168A









                          LETTER AGREEMENT NO. 8A




                                                    As of November 24, 1998

US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:               A330-200 PERFORMANCE GUARANTEES

Dear Ladies and Gentlemen:

                  US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A330/A340 Purchase Agreement
dated as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
8A (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

                  Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.

                  The Seller, in its capacity as "Buyer" under its
arrangement with the Manufacturer, has negotiated and obtained the
following performance and weight guarantees (the "Guarantees") from the
Manufacturer, in its capacity as "Seller" with respect to the A330-200
Aircraft, subject to the terms, conditions, limitations and restrictions
all as hereinafter set out. The Seller hereby assigns to the Buyer and the
Buyer hereby accepts, as to each A330-200 Aircraft delivered to the Buyer
under the Agreement, all of the rights and obligations of the Seller with
respect to such A330-200 Aircraft in its capacity as "Buyer" as aforesaid
under the said Guarantees and the Seller subrogates the Buyer into all such
rights and obligations in respect of such A330-200 Aircraft. The Seller
hereby warrants to the Buyer that it has all the requisite authority to
make the foregoing assignment and effect the foregoing subrogation to and
in favor of the Buyer and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
the Buyer.

           Capitalized terms used in the following quoted provisions and
not otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).

           QUOTE

           PREAMBLE

           The guarantees defined below (the "Guarantees") are applicable
           to the A330-200 Aircraft as described in the Technical
           Specification G.000.02000 Issue 3 dated 15th October 1996 as
           amended by Specification Change Notice for the fitting of Pratt
           and Whitney PW 4168A propulsion systems (the "Specification")
           without taking into account any further changes
           thereto as provided in the Agreement.

           Notwithstanding the foregoing the Seller reserves the right to
           increase the Design Weights above the weights shown in the
           Specification in order to satisfy the Guarantees.

1          MISSION GUARANTEE

1.1        The A330-200 Aircraft will be capable of carrying a fixed
           zero fuel weight of 340,000 lb over a guaranteed still air stage
           distance of not less than *** nautical miles when operated under
           the conditions defined below:

1.1.1      The departure airport conditions are such as to allow the
           required take-off weight to be used without restriction.

           The destination airport conditions are such as to allow the
           required landing weight to be used without restriction.

1.1.2      An allowance of 1,640 lb of fuel is included for take-off
           and climb to 1,500 ft pressure altitude with acceleration to
           climb speed at a temperature of 77 (degree) F.

1.1.3      Climb from 1,500 ft pressure altitude up to cruise
           altitude using maximum climb thrust and cruise at a fixed Mach
           number of 0.82 at pressure altitudes of 35,000 ft and 39,000 ft
           and descent to 1,500 ft pressure altitude are conducted in
           ISA+10 degreeC conditions. Climb and descent speeds below
           10,000 ft will be 250 knots CAS.

1.1.4      An allowance of 410 lb of fuel is included for approach and
           landing at the destination airport.

1.1.5      Stage distance is defined as the distance covered during
           climb, cruise and descent as described in Subparagraph 1.1.3
           above.

1.1.6      At the end of approach and landing 22,460 lb of fuel will remain
           in the tanks. This represents the estimated fuel required for:

                 1)   En-route reserves - 10% of flight time
                 2)   Missed approach 
                 3)   Diversion in ISA+10 degreeC conditions over a still 
                      air distance of 150 nautical miles starting and
                      ending at 1,500 ft pressure altitude
                 4)   Holding for 30 minutes at 1,500 ft pressure altitude 
                      in ISA+10 degreeC conditions.

2          MANUFACTURER'S WEIGHT EMPTY

2.1        The Seller guarantees a Buyer's Manufacturer's Weight Empty of
           ***

2.2        For the purposes of this Paragraph 2 the Buyer's Manufacturer's
           Weight Empty is the Manufacturer's Weight Empty defined in
           Section 13-10.00.00 of the Specification and is subject to
           adjustment as defined in Subparagraph 6.2.

3          NOISE

3.1        External

3.1.1      The Seller guarantees that the A330-200 Aircraft will be
           certified in accordance with FAR Part 36 Noise Standards, issue
           1978, including Amendment 36-15 Stage 3. The applicable noise
           limits are as defined in paragraphs 36.201 and c36.5 (3).

3.2        Internal

3.2.1      Cockpit noise

           At a pressure altitude of 35,000 ft and a Mach number of M=0.82
           in still air under ISA conditions, the guaranteed A-Weighted
           Sound Pressure Level (SPL) will not exceed *** and
           the Speech Interference Level (SIL) will not exceed ***.

3.2.2      Cabin noise

           At a pressure altitude of 35,000 ft and a Mach number of M=0.82
           in still air under ISA conditions, the guaranteed A-Weighted
           Sound Pressure Level (SPL) will not exceed *** and
           the Speech Interference Level (SIL) will not exceed ***.

3.2.3      On the ground and under the conditions defined in
           Subparagraph 4.9 below the noise levels in the passenger
           compartment with passenger doors open or closed the A-weighted
           Sound Pressure Level (SPL) will not exceed *** and the Speech
           Interference Level (SIL) will not exceed ***.

4          GUARANTEE CONDITIONS

4.1        The performance and noise certification requirements for the
           A330-200 Aircraft, except where otherwise noted, will be as
           stated in Section 02 of the Specification.

4.2        For the determination of FAR take-off and landing
           performance a hard level dry runway surface with no runway
           strength limitations, no obstacles, zero wind, atmosphere
           according to ISA, except as otherwise noted and the use of
           speedbrakes, flaps, landing gear and engines in the conditions
           liable to provide the best results will be assumed.

4.2.1      When establishing take-off and second segment performance
           no air will be bled from the engines for cabin air conditioning
           or anti-icing. 

4.3        The en-route one engine inoperative climb performance will be
           established with the amount of engine air bleed associated with
           the maximum cabin altitude as specified in Section 21-30.32 of
           the Specification and an average ventilation rate not less than
           the amount defined in the Specification but no air will be bled
           from the engines for anti-icing.

4.4        Climb, cruise and descent performance associated with the
           Guarantees will include allowances for normal electrical load
           and for normal engine air bleed and power extraction associated
           with maximum cabin differential pressure as defined in Section
           21-30.31 of the Specification. Cabin air conditioning management
           during performance demonstration as described in Subparagraph
           5.3 below may be such as to optimize the A330-200 Aircraft
           performance while meeting the minimum air conditioning
           requirements defined above. Unless otherwise stated no air will
           be bled from the engines for anti-icing.

4.5        The engines will be operated using not more than the engine
           manufacturer's maximum recommended outputs for take-off, maximum
           go-round, maximum continuous, maximum climb and cruise for
           normal operation unless otherwise stated.

4.6        Where applicable the Guarantees assume the use of an approved
           fuel having a density of 6.7 lb/US gallon and a lower heating
           value of 18,590 BTU/lb.

4.7        Speech interference level (SIL) is defined as the arithmetic
           average of the sound pressure levels in the 1,000, 2,000, and
           4,000 Hz octave bands A-weighted sound level (dBA) is as defined
           in the American National Standard Specification ANSI.4-1971.

4.8        The sound levels guaranteed in Subparagraph 3.2: i) will be
           measured at the positions defined in Section 03-83.10 of the
           Specification ii) refer to an A330-200 Aircraft with standard
           acoustic insulation and an interior completely furnished. The
           effect on noise of Buyer furnished equipment other than
           passenger seats will be the responsibility of the Buyer.

4.9        For the purposes of the sound levels guaranteed in Subparagraph
           3.2.3 the APU and air conditioning system will be operating.
           Sound level measurements may be made at the prevailing ambient
           temperature with the air conditioning packs controlled to
           approximate air conditioning machinery rotational speed
           appropriate to an ambient temperature of 25(degree)C.

5          GUARANTEE COMPLIANCE

5.1        Compliance with the Guarantees will be demonstrated using
           operating procedures and limitations in accordance with those
           defined by the certifying Airworthiness Authority and by the
           Seller unless otherwise stated.

5.2        Compliance with the take-off, second segment, en-route one
           engine inoperative and landing elements of the Guarantees will
           be demonstrated with reference to the approved Flight Manual.

5.3        Compliance with those parts of the Guarantees defined in
           Paragraph 1 above not covered by the requirements of the
           certifying Airworthiness Authority will be demonstrated by
           calculation based on data obtained during flight tests conducted
           on one (or more, at the Seller's discretion) A330 aircraft of
           the same aerodynamic configuration as the A330-200 Aircraft and
           incorporated in the In-Flight Performance Program and data bases
           (the "IFP") appropriate to the A330-200 Aircraft.

5.4        Compliance with the Manufacturer's Weight Empty guarantee
           defined in Paragraph 2 will be demonstrated with reference to a
           weight compliance report.

5.5        Compliance with the noise guarantees defined in Subparagraph 3.2
           will be demonstrated with reference to noise surveys conducted
           on one (or more, at the Seller's discretion) A330 aircraft of an
           acoustically similar standard as those A330-200 Aircraft.

5.6        Data derived from tests and noise surveys will be adjusted as
           required using conventional methods of correction, interpolation
           or extrapolation in accordance with established aeronautical
           practices to show compliance with the Guarantees.

5.7        Compliance with the Guarantees is not contingent on engine
           performance defined in the engine manufacturer's specification.

5.8        The Seller undertakes to furnish the Buyer with a report or
           reports demonstrating compliance with the Guarantees at, or as
           soon as possible after, the delivery of each of the A330-200
           Aircraft.

6          ADJUSTMENT OF GUARANTEES

6.1        In the event of any change to any law, governmental regulation
           or requirement or interpretation thereof ("rule change") by any
           governmental agency made subsequent to the date of the Agreement
           and such rule change affects the A330-200 Aircraft configuration
           or performance or both required to obtain certification the
           Guarantees will be appropriately modified to reflect the effect
           of any such change.

6.2        The Guarantees apply to the A330-200 Aircraft as described in
           the Preamble to this Letter Agreement and may be adjusted in the
           event of :
                a)     Any further configuration change which is the subject
                       of a SCN
                b)     Variation in actual weights of items defined in Section
                       13-10 of the Specification
                c)     Changes required to obtain certification which cause
                       changes to the performance or weight of the A330-200
                       Aircraft

7.         EXCLUSIVE GUARANTEES

           The Guarantees are exclusive and are provided in lieu of any and
           all other performance and weight guarantees of any nature which
           may be stated, referenced or incorporated in the Specification
           or any other document.

8.         UNDERTAKING; REMEDIES

           ***

           UNQUOTE

           In consideration of the assignment and subrogation by the Seller
           under this Letter Agreement in favor of the Buyer in respect of
           the Seller's rights against and obligations to the Manufacturer
           under the provisions quoted above, the Buyer hereby accepts such
           assignment and subrogation and agrees to be bound by all of the
           terms, conditions and limitations therein contained. The Buyer
           and Seller recognize and agree that, except as otherwise
           expressly provided in Paragraph 8 of this Letter Agreement, all
           the provisions of Clause 12 of the Agreement, including without
           limitation the Exclusivity of Warranties and General Limitations
           of Liability and Duplicate Remedies therein contained, will
           apply to the foregoing performance guarantees.


                  If the foregoing correctly sets forth our understanding,
please execute the original and one (1) copy hereof in the space provided
below and return a copy to the Seller.


                                             Very truly yours,

                                             AVSA, S.A.R.L.

                                             By:      /s/ Michele Lascaux

                                             Its:     Director Contracts

                                             Date:    November 24, 1998

Accepted and Agreed

US Airways Group, Inc.


By:    /s/ Thomas A. Fink
       ------------------
Its:   Treasurer

Date:  November 24, 1998



                          LETTER AGREEMENT NO. 8B



                                                As of November 24, 1998

US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:               A330-300 PERFORMANCE GUARANTEES

Dear Ladies and Gentlemen:

                  US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A330/A340 Purchase Agreement
dated as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
8B (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

                  Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.

                  The Seller, in its capacity as "Buyer" under its
arrangement with the Manufacturer, has negotiated and obtained the
following performance and weight guarantees (the "Guarantees") from the
Manufacturer, in its capacity as "Seller" with respect to the A330-300
Aircraft, subject to the terms, conditions, limitations and restrictions
all as hereinafter set out. The Seller hereby assigns to the Buyer and the
Buyer hereby accepts, as to each A330-300 Aircraft delivered to the Buyer
under the Agreement, all of the rights and obligations of the Seller with
respect to such A330-300 Aircraft in its capacity as "Buyer" as aforesaid
under the said Guarantees and the Seller subrogates the Buyer into all such
rights and obligations in respect of such A330-300 Aircraft. The Seller
hereby warrants to the Buyer that it has all the requisite authority to
make the foregoing assignment and effect the foregoing subrogation to and
in favor of the Buyer and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
the Buyer.

           Capitalized terms used in the following quoted provisions and
not otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).

           QUOTE

           PREAMBLE

           The guarantees defined below (the "Guarantees") are applicable
           to the A330-300 Aircraft as described in the Technical
           Specification G.000.03000 Issue 6 dated 15th October 1996 as
           amended by Specification Change Notices for:

                  i)     the fitting of Pratt and Whitney PW4168A propulsion
                         systems

                  ii)    the increase in the Design Weights to:

                         Maximum Take-Off Weight : 507,060 lb (230,000 kg)
                         Maximum Landing Weight : 407,855 lb (185,000 kg)
                         Maximum Zero Fuel Weight : 381,400 lb (173,000 kg)

           (the "Specification") without taking into account any further
           changes thereto as provided in the Agreement.

           Notwithstanding the foregoing the Seller reserves the right to
           increase the Design Weights above the weights shown in the
           Specification in order to satisfy the Guarantees.

           2.     GUARANTEED PERFORMANCE

           2.1    Take-off

           2.1.1  When operated under the following conditions and with Air
                  Conditioning 'ON':

                       Pressure altitude                    : 21 ft
                       Ambient temperature                  : 84(degree)F
                       Take-off run available ("TOR")       : 10,499 ft
                       Take-off distance available          : 10,499 ft
                       Accelerate-stop distance available   : 10,499 ft
                       Slope                                : 0.1% uphill
                       Wind                                 : Zero
                       Obstacles (height and distance       : 23 ft/1,054 ft
                                   from end of TOR)         : 167 ft/14,000 ft
                                                            : 530 ft/42,472 ft
                       Runway surface                       : Dry

                  the maximum permissible weight at the start of ground run
                  will be not less than the guarantee value.

                       Nominal: 507,060 lb            Guarantee: ***

           2.1.2  When operated under the following conditions and with Air
                  Conditioning 'ON':

                       Pressure altitude                    : 21 ft
                       Ambient temperature                  : 84(degree)F
                       Take-off run available ("TOR")       : 10,499 ft
                       Take-off distance available          : 10,499 ft
                       Accelerate-stop distance available   : 10,499 ft
                       Slope                                : 0.1% downhill
                       Wind                                 : Zero
                       Obstacles (height and distance       : 13 ft/1,070 ft
                                   from end of TOR)         : 178 ft/9,500 ft
                       Runway surface                       : Dry

                  the maximum permissible weight at the start of ground run
                  will be not less than the guarantee value.

                         Nominal: 507,060 lb            Guarantee: ***

           2.1.3  When operated under the following conditions and with Air
                  Conditioning 'ON':

                       Pressure altitude                    : 1,024 ft
                       Ambient temperature                  : 84(degree)F
                       Take-off run available ("TOR")       : 10,502 ft
                       Take-off distance available          : 10,502 ft
                       Accelerate-stop distance available   : 10,502 ft
                       Slope                                : 0.3% uphill
                       Wind                                 : Zero
                       Obstacles (height and distance       : 14 ft/783 ft
                                   from end of TOR)         : 20 ft/1,159 ft
                                                            : 56 ft/2,090 ft
                       Runway surface                       : Dry

                  the maximum permissible weight at the start of ground run
                  will be not less than the guarantee value.

                       Nominal: 486,500 lb            Guarantee: ***

           2.1.4  When operated under the following conditions and with Air
                  Conditioning 'ON':

                       Pressure altitude                    : 1,416 ft
                       Ambient temperature                  : 84(degree)F
                       Take-off run available ("TOR")       : 10,827 ft
                       Take-off distance available          : 10,827 ft
                       Accelerate-stop distance available   : 10,827 ft
                       Slope                                : Zero
                       Wind                                 : Zero
                       Obstacle (height and distance        : 459 ft/11,512 ft
                                   from end of TOR)
                       Runway surface                       : Dry

                  the maximum permissible weight at the start of ground run
                  will be not less than the guarantee value.

                       Nominal: 444,900 lb        Guarantee: ***


           2.1.5  When operated under the following conditions and with Air
                  Conditioning 'ON':

                       Pressure altitude                    : 5,341 ft
                       Ambient temperature                  : 84(degree)F
                       Take-off run available ("TOR")       : 12,000 ft
                       Take-off distance available          : 12,000 ft
                       Accelerate-stop distance available   : 12,000 ft
                       Slope                                : 0.5% downhill
                       Wind                                 : Zero
                       Obstacles                            : None
                       Runway surface                       : Dry

                  the maximum permissible weight at the start of ground run
                  will be not less than the guarantee value.

                       Nominal: 463,100 lb            Guarantee: ***

           2.1.6  When operated under the following conditions and with Air
                  Conditioning 'ON':

                       Pressure altitude                    : 196 ft
                       Ambient temperature                  : 84(degree)F
                       Take-off run available ("TOR")       : 10,679 ft
                       Take-off distance available          : 10,679 ft
                       Accelerate-stop distance available   : 10,679 ft
                       Slope                                : 0.1% uphill
                       Wind                                 : Zero
                       Obstacles (height and distance       : 202 ft/8,727 ft
                                   from end of TOR)         : 246 ft/11,106 ft
                       Runway surface                       : Dry

                  the maximum permissible weight at the start of ground run
                  will be not less than the guarantee value.

                  Nominal: 498,300 lb                   Guarantee: ***

           2.2    Second Segment Climb

                  The A330-300 Aircraft will meet FAR regulations for one
                  engine inoperative climb after take-off, undercarriage
                  retracted, at a weight corresponding to the stated weight
                  at the start of ground run at the altitude and
                  temperature and in the configuration of flap angle and
                  safety speed required to comply with the performance
                  guaranteed in Subparagraph 2.1.

           2.3    En-route One Engine Inoperative

                  The A330-300 Aircraft will meet FAR regulations minimum
                  en-route climb gradient one engine inoperative and the
                  other operating at the maximum continuous thrust with air
                  conditioning on and anti-icing off at an A330-300
                  Aircraft gross weight of 450,000 lb in the cruise
                  configuration in ISA+10(degree)C conditions at a pressure
                  altitude of not less than the guarantee value.

                       Nominal: 18,450 ft             Guarantee: ***

           2.4    Landing Field Length

           2.4.1  FAR certified wet landing field length at an A330-300
                  Aircraft gross weight of 407,855 lb at sea level pressure
                  altitude will be not greater than the guarantee value.

                       Nominal: 6,725 ft              Guarantee: ***

           2.4.2  FAR certified wet landing field length at an A330-300
                  Aircraft gross weight of 407,855 lb at a pressure
                  altitude of 5,431 ft will be not greater than the
                  guarantee value.

                       Nominal: 7,620 ft              Guarantee: ***

           2.5    Approach Climb

           2.5.1  The A330-300 Aircraft will meet FAR regulations approach
                  climb gradient one engine inoperative and the other
                  operating at the maximum go-round thrust with air
                  conditioning on and anti-icing off at sea level pressure
                  altitude at an A330-300 Aircraft gross weight of 407,855
                  lb at a temperature of not less than the guarantee
                  value.

                       Nominal: 44(degree)C           Guarantee: ***

           2.5.2  The A330-300 Aircraft will meet FAR regulations approach
                  climb gradient one engine inoperative and the other
                  operating at the maximum go-round thrust with air
                  conditioning on and anti-icing off at a pressure altitude
                  of 5,431 feet at an A330-300 Aircraft gross weight of
                  407,855 lb at a temperature of not less than the
                  guarantee value.

                       Nominal: 33(degree)C           Guarantee: ***

           2.6    Specific Range

                  The nautical miles per pound of fuel at an A330-300
                  Aircraft gross weight of 460,000 lb at a pressure
                  altitude of 35,000 ft in ISA+10(degree)C conditions at a
                  true Mach number of 0.82 will be not less than the
                  guarantee value

                       Nominal: 0.03485 nm/lb         Guarantee: ***

           3      MISSION GUARANTEES

           3.1    The A330-300 Aircraft will be capable of carrying a
                  payload of not less than the guarantee value over a still
                  air stage distance of 3,653 nautical miles
                  (representative of PHL to FCO with a 28 knots tailwind)
                  when operated under the conditions defined below:

                       Nominal: 101,450 lb            Guarantee: ***

           3.1.1  The departure airport conditions are defined in
                  Subparagraph 2.1.2 above.

                  The destination airport conditions are as follows:

                       Pressure altitude                    : 14 ft
                       Landing distance available           : 12,795 ft
                       Wind                                 : Zero
                       Runway surface                       : Wet
                       Air conditioning                     : On

           3.1.2  Allowances of 695 lb of fuel and 10 minutes are included for
                  taxi at the departure airport

           3.1.3  Allowances of 1,670 lb of fuel and 3 minutes are included
                  for take-off and climb to 1,500 ft above the departure
                  airport with acceleration to climb speed at a temperature
                  of 84(degree)F.

           3.1.4  Climb from 1,500 ft above the departure airport up to
                  cruise altitude using maximum climb thrust and cruise at
                  a fixed Mach number of 0.82 at pressure altitudes of
                  33,000 ft and 37,000 ft and descent to 1,500 ft above the
                  destination airport are conducted in ISA+10(degree)C
                  conditions. Climb and descent speeds below 10,000 ft will
                  be 250 knots CAS.

           3.1.5  Allowances of 420 lb of fuel and 4 minutes are included
                  for approach and landing at the destination airport.

           3.1.6  Allowances of 290 lb of fuel and 5 minutes are included for
                  taxi at the destination airport.

           3.1.7  Stage distance is defined as the distance covered during
                  climb, cruise and descent as described in Subparagraph
                  3.1.4 above.

           3.1.8  At the end of approach and landing 20,950 lb of fuel will
                  remain in the tanks. This represents the estimated fuel
                  required for:

                       1)     En-route reserves - 10% of flight time
                       2)     Missed approach
                              3) Diversion in ISA+10(degree)C conditions
                              over a still air distance of 150 nautical
                              miles starting at 1,500 ft above the
                              destination airport and ending at 1,500 ft
                              pressure altitude
                       4)     Holding for 30 minutes at 1,500 ft pressure
                              altitude in ISA+10(degree)C conditions.

           3.2    In carrying a fixed payload of *** over a still
                  air stage distance of 3,653 nautical miles
                  (representative of PHL to FCO with a 28 knots tailwind)
                  when operated under the conditions defined in
                  Subparagraph 3.1 above the block fuel burnt will be not
                  more than the guarantee value

                       Nominal: 106,900 lb            Guarantee: ***

                  and the block time will not be more than the guarantee value

                       Nominal: 8 hours 5 minutes     Guarantee: ***

                  Block fuel is defined as the fuel used during taxi,
                  take-off, climb, cruise, descent, and approach and
                  landing as described above in Subparagraphs 3.1.2 through
                  3.1.6 inclusive.

                  Block time is defined as the time for taxi, take-off,
                  climb, cruise, descent, and approach and landing as
                  described above in Subparagraphs 3.1.2 through 3.1.6
                  inclusive.

           3.3    The A330-300 Aircraft will be capable of carrying a
                  payload of not less than the guarantee value over a still
                  air stage distance of 4,561 nautical miles
                  (representative of FCO to PHL with a 75 knots headwind)
                  when operated under the conditions defined below:

                       Nominal: 78,500 lb             Guarantee: ***

           3.3.1  The departure airport conditions are as follows:

                       Pressure altitude                    : 14 ft
                       Ambient temperature                  : 84(degree)F
                       Take-off run available ("TOR")       : 12,795 ft
                       Take-off distance available          : 12,795 ft
                       Accelerate-stop distance available   : 12,795 ft
                       Slope                                : Zero
                       Wind                                 : Zero
                       Obstacles (height and distance       : 17 ft/1,313 ft
                                   from end of TOR)         : 55 ft/3,479 ft
                       Runway surface                       : Dry
                       Air conditioning                     : On

                  The destination airport conditions are as follows:

                       Pressure altitude                     : 21 ft
                       Landing distance available            : 10,499 ft
                       Wind                                  : Zero
                       Runway surface                        : Wet
                       Air conditioning                      : On

           3.3.2  Allowances of 695 lb of fuel and 10 minutes are included
                  for taxi at the departure airport

           3.3.3  Allowances of 1,670 lb of fuel and 3 minutes are included
                  for take-off and climb to 1,500 ft above the departure
                  airport with acceleration to climb speed at a temperature
                  of 84(degree)F.

           3.3.4  Climb from 1,500 ft above the departure airport up to
                  cruise altitude using maximum climb thrust and cruise at
                  a fixed Mach number of 0.82 at pressure altitudes of
                  35,000 ft and 39,000 ft and descent to 1,500 ft above the
                  destination airport are conducted in ISA+10(degree)C
                  conditions. Climb and descent speeds below 10,000 ft will
                  be 250 knots CAS.

           3.3.5  Allowances of 420 lb of fuel and 4 minutes are included
                  for approach and landing at the destination airport.

           3.3.6  Allowances of 290 lb of fuel and 5 minutes are included for
                  taxi at the destination airport.

           3.3.7  Stage distance is defined as the distance covered during
                  climb, cruise and descent as described in Subparagraph
                  3.3.4 above.

           3.3.8  At the end of approach and landing 21,970 lb of fuel will
                  remain in the tanks. This represents the estimated fuel
                  required for:

                       1)     En-route reserves - 10% of flight time
                       2)     Missed approach
                       3)     Diversion in ISA+10(degree)C conditions over a
                              still air distance of 150 nautical miles
                              starting at 1,500 ft above the destination
                              airport and ending at 1,500 ft pressure
                              altitude
                       4)     Holding for 30 minutes at 1,500 ft pressure
                              altitude in ISA+10(degree)C conditions.

           3.4    In carrying a fixed payload of *** over a still
                  air stage distance of 4,561 nautical miles
                  (representative of FCO to PHL with a 75 knots tailwind)
                  when operated under the conditions defined in
                  Subparagraph 3.3 above the block fuel burnt will be not
                  more than the guarantee value

                       Nominal: 128,300 lb            Guarantee: ***

                  and the block time will not be more than the guarantee value

                       Nominal: 9 hours 58 minutes    Guarantee: ***

                  Block fuel is defined as the fuel used during taxi,
                  take-off, climb, cruise, descent, and approach and
                  landing as described above in Subparagraphs 3.3.2 through
                  3.3.6 inclusive.

                  Block time is defined as the time for taxi, take-off,
                  climb, cruise, descent, and approach and landing as
                  described above in Subparagraphs 3.3.2 through 3.3.6
                  inclusive.

           3.5    The A330-300 Aircraft will be capable of carrying a
                  payload of not less than the guarantee value over a still
                  air stage distance of 3,291 nautical miles
                  (representative of CLT to LGW with a 29 knots tailwind)
                  when operated under the conditions defined below:

                       Nominal: 104,150 lb            Guarantee: ***

           3.5.1  The departure airport conditions are as follows:

                       Pressure altitude                    : 749 ft
                       Ambient temperature                  : 84(degree)F
                       Take-off run available ("TOR")       : 10,000 ft
                       Take-off distance available          : 10,000 ft
                       Accelerate-stop distance available   : 10,000 ft
                       Slope                                : 0.5% downhill
                       Wind                                 : Zero
                       Obstacles                            : None
                       Runway surface                       : Dry
                       Air conditioning                     : On

                  The destination airport conditions are as follows:

                       Pressure altitude                    : 196 ft
                       Landing distance available           : 9,075 ft
                       Wind                                 : Zero
                       Runway surface                       : Wet
                       Air conditioning                     : On

           3.5.2  Allowances of 695 lb of fuel and 10 minutes are included
                  for taxi at the departure airport

           3.5.3  Allowances of 1,680 lb of fuel and 3 minutes are included
                  for take-off and climb to 1,500 ft above the departure
                  airport with acceleration to climb speed at a temperature
                  of 84(degree)F.

           3.5.4  Climb from 1,500 ft above the departure airport up to
                  cruise altitude using maximum climb thrust and cruise at
                  a fixed Mach number of 0.82 at pressure altitudes of
                  33,000 ft and 37,000 ft and descent to 1,500 ft above the
                  destination airport are conducted in ISA+10(degree)C
                  conditions. Climb and descent speeds below 10,000 ft will
                  be 250 knots CAS.

           3.5.5  Allowances of 420 lb of fuel and 4 minutes are included
                  for approach and landing at the destination airport.

           3.5.6  Allowances of 290 lb of fuel and 5 minutes are included
                  for taxi at the destination airport.

           3.5.7  Stage distance is defined as the distance covered during
                  climb, cruise and descent as described in Subparagraph
                  3.5.4 above.

           3.5.8  At the end of approach and landing 21,360 lb of fuel will
                  remain in the tanks. This represents the estimated fuel
                  required for:

                       1)     En-route reserves - 10% of flight time
                       2)     Missed approach
                       3)     Diversion in ISA+10(degree)C conditions over a
                              still air distance of 150 nautical miles
                              starting at 1,500 ft above the destination
                              airport and ending at 1,500 ft pressure
                              altitude
                       4)     Holding for 30 minutes at 1,500 ft pressure
                              altitude in ISA+10(degree)C conditions.

           3.6    In carrying a fixed payload of *** over a still
                  air stage distance of 3,291 nautical miles
                  (representative of CLT to LGW with a 29 knots tailwind)
                  when operated under the conditions defined in
                  Subparagraph 3.5 above the block fuel burnt will be not
                  more than the guarantee value

                       Nominal: 97,250 lb             Guarantee: ***

                  and the block time will not be more than the guarantee value

                       Nominal: 7 hours 20 minutes    Guarantee: ***

                  Block fuel is defined as the fuel used during taxi,
                  take-off, climb, cruise, descent, and approach and
                  landing as described above in Subparagraphs 3.5.2 through
                  3.5.6 inclusive.

                  Block time is defined as the time for taxi, take-off,
                  climb, cruise, descent, and approach and landing as
                  described above in Subparagraphs 3.5.2 through 3.5.6
                  inclusive.

           3.7    The A330-300 Aircraft will be capable of carrying a
                  payload of not less than the guarantee value over a still
                  air stage distance of 4,104 nautical miles
                  (representative of LGW to CLT with a 75 knots headwind)
                  when operated under the conditions defined below:

                       Nominal: 90,050 lb             Guarantee: ***

           3.7.1  The departure airport conditions are as follows:

                       Pressure altitude                    : 196 ft
                       Ambient temperature                  : 84(degree)F
                       Take-off run available ("TOR")       : 10,364 ft
                       Take-off distance available          : 10,364 ft
                       Accelerate-stop distance available   : 10,364 ft
                       Slope                                : Zero
                       Wind                                 : Zero
                       Obstacles (height and distance       : 2 ft/515 ft
                                   from end of TOR)         : 35 ft/1,841 ft
                                                            : 61 ft/3,514 ft
                       Runway surface                       : Dry
                       Air conditioning                     : On

                  The destination airport conditions are as follows:

                       Pressure altitude                    : 749 ft
                       Landing distance available           : 10,000 ft
                       Wind                                 : Zero
                       Runway surface                       : Wet
                       Air conditioning                     : On

           3.7.2  Allowances of 695 lb of fuel and 10 minutes are included
                  for taxi at the departure airport

           3.7.3  Allowances of 1,680 lb of fuel and 3 minutes are included
                  for take-off and climb to 1,500 ft above the departure
                  airport with acceleration to climb speed at a temperature
                  of 84(degree)F.

           3.7.4  Climb from 1,500 ft above the departure airport up to
                  cruise altitude using maximum climb thrust and cruise at
                  a fixed Mach number of 0.82 at pressure altitudes of
                  35,000 ft and 39,000 ft and descent to 1,500 ft above the
                  destination airport are conducted in ISA+10(degree)C
                  conditions. Climb and descent speeds below 10,000 ft will
                  be 250 knots CAS.

           3.7.5  Allowances of 420 lb of fuel and 4 minutes are included
                  for approach and landing at the destination airport.

           3.7.6  Allowances of 290 lb of fuel and 5 minutes are included
                  for taxi at the destination airport.

           3.7.7  Stage distance is defined as the distance covered during
                  climb, cruise and descent as described in Subparagraph
                  3.7.4 above.

           3.7.8  At the end of approach and landing 21,360 lb of fuel will
                  remain in the tanks. This represents the estimated fuel
                  required for:

                       1)     En-route reserves - 10% of flight time
                       2)     Missed approach
                       3)     Diversion in ISA+10(degree)C conditions over a
                              still air distance of 150 nautical miles
                              starting at 1,500 ft above the destination
                              airport and ending at 1,500 ft pressure
                              altitude
                       4)     Holding for 30 minutes at 1,500 ft pressure
                              altitude in ISA+10(degree)C conditions.

           3.8    In carrying a fixed payload of *** over a still
                  air stage distance of 4,104 nautical miles
                  (representative of LGW to CLT with a 74 knots headwind)
                  when operated under the conditions defined in
                  Subparagraph 3.7 above the block fuel burnt will be not
                  more than the guarantee value

                       Nominal: 117,500 lb            Guarantee: ***

                  and the block time will not be more than the guarantee value

                       Nominal: 9 hours 1 minute      Guarantee: ***

                  Block fuel is defined as the fuel used during taxi,
                  take-off, climb, cruise, descent, and approach and
                  landing as described above in Subparagraphs 3.7.2 through
                  3.7.6 inclusive.

                  Block time is defined as the time for taxi, take-off,
                  climb, cruise, descent, and approach and landing as
                  described above in Subparagraphs 3.7.2 through 3.7.6
                  inclusive.


           4.     MISSION GUARANTEES (ETOPS Reserves)

           4.1    For the purposes of the guarantees defined below in
                  Subparagraphs 4.2 through 4.5 inclusive the Critical
                  Point (the "CP") is defined as the point at a still air
                  distance of 1,158 nautical miles and 180 minutes from the
                  destination airport. After the CP the aircraft will be
                  operated under the conditions defined below (the "ETOPS
                  diversion"):

                  a)     At the CP there is a simultaneous loss of one engine
                         and cabin pressurization becomes inoperative
                  b)     Descent from the CP and the associated cruise
                         altitude to 10,000 ft pressure altitude at Mmo/Vmo
                         in ISA+10(degree)C conditions.
                  c)     Cruise at Vmo at a pressure altitude of 10,000 ft in
                         ISA+10(degree)C conditions
                  d)     Descent from 10,000 ft pressure altitude to 1,500 ft
                         above the destination airport at 250 kts CAS in
                         ISA+10(degree)C conditions.
                  e)     Hold for 15 minutes at 1,500 ft above the destination
                         airport at Green Dot speed in ISA+10(degree)C
                         conditions
                  f)     Missed approach and go-round at the destination
                         airport in ISA+10(degree)C conditions
                  g)     Approach and land at the destination airport.

           4.2    The A330-300 Aircraft will be capable of carrying a
                  payload of not less than the guarantee value over a still
                  air stage distance of 3,653 nautical miles
                  (representative of PHL to FCO with a 28 knots tailwind
                  and including the 1,158 nautical miles from the CP to the
                  destination airport) when operated under the conditions
                  defined below:

                       Nominal: 95,850 lb             Guarantee: ***

           4.2.1  The departure airport conditions are defined in
                  Subparagraph 2.1.2 above.

                  The destination airport conditions are defined in
                  Subparagraph 3.1.2 above.

           4.2.2  An allowances of 1,670 lb of fuel is included for take-off
                  and climb to 1,500 ft above the departure airport with
                  acceleration to climb speed at a temperature of 84(degree)F.

           4.2.3  Climb from 1,500 ft above the departure airport up to
                  cruise altitude using maximum climb thrust and cruise at
                  a fixed Mach number of 0.82 at pressure altitudes of
                  33,000 ft and 37,000 ft to the CP are conducted in
                  ISA+10(degree)C conditions. Climb speed below 10,000 ft
                  will be 250 knots CAS.

           4.2.4  Stage distance is defined as the distance covered during
                  climb and cruise to the CP plus the distance from the CP
                  to the destination airport descent as described in
                  Subparagraphs 4.1 and 4.2.3 above.

           4.2.5  At the CP 54,550 lb of fuel will remain in the tanks.
                  This represents the estimated fuel required for:

                       1)     Fuel for the ETOPS diversion as described in
                              Subparagraph 4.1 above
                       2)     A 15% increase in the fuel required for the
                              ETOPS diversion to account for wind errors,
                              ice accretion, anti-icing on, APU operating,
                              weather avoidance and degraded aircraft
                              performance.

           4.3    The A330-300 Aircraft will be capable of carrying a
                  payload of not less than the guarantee value over a still
                  air stage distance of 4,561 nautical miles
                  (representative of FCO to PHL with a 75 knots headwind
                  and including the 1,158 nautical miles from the CP to the
                  destination airport) when operated under the conditions
                  defined below:

                       Nominal: 73,150 lb             Guarantee: ***

           4.3.1  The departure and destination airport conditions are
                  defined in paragraph 3.3.1 above.

           4.3.2  An allowances of 1,670 lb of fuel is included for
                  take-off and climb to 1,500 ft above the departure
                  airport with acceleration to climb speed at a temperature
                  of 84(degree)F.

           4.3.3  Climb from 1,500 ft above the departure airport up to
                  cruise altitude using maximum climb thrust and cruise at
                  a fixed Mach number of 0.82 at pressure altitudes of
                  35,000 ft and 39,000 ft to the CP are conducted in
                  ISA+10(degree)C conditions. Climb speed below 10,000 ft
                  will be 250 knots CAS.

           4.3.4  Stage distance is defined as the distance covered during
                  climb and cruise to the CP plus the distance from the CP
                  to the destination airport descent as described in
                  Subparagraphs 4.1 and 4.3.3 above.

           4.3.5  At the CP 53,650 lb of fuel will remain in the tanks.
                  This represents the estimated fuel required for:

                       1)     Fuel for the ETOPS diversion as described in
                              Subparagraph 4.1 above
                       2)     A 15% increase in the fuel required for the
                              ETOPS diversion to account for wind errors,
                              ice accretion, anti-icing on, APU operating,
                              weather avoidance and degraded aircraft
                              performance.

           4.4    The A330-300 Aircraft will be capable of carrying a
                  payload of not less than the guarantee value over a still
                  air stage distance of 3,291 nautical miles
                  (representative of CLT to LGW with a 29 knots tailwind
                  and including the 1,158 nautical miles from the CP to the
                  destination airport) when operated under the conditions
                  defined below:

                       Nominal: 104,150 lb            Guarantee: ***

           4.4.1  The departure and destination airport conditions are
                  defined in Subparagraph 3.5.1 above.

           4.4.2  An allowances of 1,680 lb of fuel is included for
                  take-off and climb to 1,500 ft above the departure
                  airport with acceleration to climb speed at a temperature
                  of 84(degree)F.

           4.4.3  Climb from 1,500 ft above the departure airport up to
                  cruise altitude using maximum climb thrust and cruise at
                  a fixed Mach number of 0.82 at pressure altitudes of
                  33,000 ft and 37,000 ft to the CP are conducted in
                  ISA+10(degree)C conditions. Climb speed below 10,000 ft
                  will be 250 knots CAS.

           4.4.4  Stage distance is defined as the distance covered during
                  climb and cruise to the CP plus the distance from the CP
                  to the destination airport descent as described in
                  Subparagraphs 4.1 and 4.4.3 above.

           4.4.5  At the CP 54,900 lb of fuel will remain in the tanks.
                  This represents the estimated fuel required for:

                       1)     Fuel for the ETOPS diversion as described in
                              Subparagraph 4.1 above
                       2)     A 15% increase in the fuel required for the
                              ETOPS diversion to account for wind errors,
                              ice accretion, anti-icing on, APU operating,
                              weather avoidance and degraded aircraft
                              performance.

           4.5    The A330-300 Aircraft will be capable of carrying a
                  payload of not less than the guarantee value over a still
                  air stage distance of 4,104 nautical miles
                  (representative of LGW to CLT with a 74 knots headwind
                  and including the 1,158 nautical miles from the CP to the
                  destination airport) when operated under the conditions
                  defined below:

                       Nominal: 84,350 lb             Guarantee: ***

           4.5.1  The departure and destination airport conditions are
                  defined in Subparagraph 3.7.1 above.

           4.5.2  An allowances of 1,680 lb of fuel is included for
                  take-off and climb to 1,500 ft above the departure
                  airport with acceleration to climb speed at a temperature
                  of 84(degree)F.

           4.5.3  Climb from 1,500 ft above the departure airport up to
                  cruise altitude using maximum climb thrust and cruise at
                  a fixed Mach number of 0.82 at pressure altitudes of
                  35,000 ft and 39,000 ft to the CP are conducted in
                  ISA+10(degree)C conditions. Climb speed below 10,000 ft
                  will be 250 knots CAS.

           4.5.4  Stage distance is defined as the distance covered during
                  climb and cruise to the CP plus the distance from the CP
                  to the destination airport descent as described in
                  Subparagraphs 4.1 and 4.5.3 above.

           4.5.5  At the CP 54,100 lb of fuel will remain in the tanks.
                  This represents the estimated fuel required for:

                       1)     Fuel for the ETOPS diversion as described in
                              paragraph 4.1 above
                       2)     A 15% increase in the fuel required for the
                              ETOPS diversion to account for wind errors,
                              ice accretion, anti-icing on, APU operating,
                              weather avoidance and degraded aircraft
                              performance.

           4.6    The mission payload guarantees and the mission fuel burn
                  guarantees defined above in Subparagraphs 3.1 through 3.8
                  inclusive and Subparagraphs 4.2 through 4.5 inclusive are
                  based on the Buyer's Manufacturer's Weight Empty as
                  defined in Subparagraph 5.2 below plus a fixed allowance
                  of 36,625 lb for Customer Changes and Operators Items.

           5      MANUFACTURER'S WEIGHT EMPTY AND USABLE LOAD 

           5.1    The Seller guarantees a Buyer's Manufacturer's Weight
                  Empty of ***.

           5.2    For the purposes of this Paragraph 5 and of Subparagraph
                  4.6 above the Buyer's Manufacturer's Weight Empty is the
                  Manufacturer's Weight Empty defined in Section
                  13-10.00.00 of the Specification amended by the
                  Specification Changes defined in the Preamble to this
                  Letter Agreement and is subject to adjustment as defined
                  in Subparagraph 9.2.

                  For information only an analysis of the Buyer's
                  Manufacturer's Weight Empty, Customer Changes, Operators
                  Items and Operating Weight Empty is shown in
                  Appendix A to this Letter Agreement.

           6      NOISE

           6.1    External

           6.1.1  The Seller guarantees that the A330-300 Aircraft will be
                  certified in accordance with FAR Part 36 Noise Standards,
                  issue 1978, including Amendment 36-15 Stage 3. The
                  applicable noise limits are as defined in paragraphs
                  36.201 and c36.5 (3).

           6.2    Internal

           6.2.1  Cockpit noise

                  At a pressure altitude of 35,000 ft and a Mach number of
                  M=0.82 in still air under ISA conditions, the guaranteed
                  A-Weighted Sound Pressure Level (SPL) will not exceed ***
                  and the Speech Interference Level (SIL) will not exceed
                  ***.

           6.2.2  Cabin noise

                  At a pressure altitude of 35,000 ft and a Mach number of
                  M=0.82 in still air under ISA conditions, the guaranteed
                  A-Weighted Sound Pressure Level (SPL) will not exceed ***
                  and the Speech Interference Level (SIL) will not exceed
                  ***.

           6.2.3  On the ground and under the conditions defined in
                  Subparagraph 7.9 below the noise levels in the passenger
                  compartment with passenger doors open or closed the
                  A-weighted Sound Pressure Level (SPL) will not exceed ***
                  and the Speech Interference Level (SIL) will not exceed
                  ***.

           7      GUARANTEE CONDITIONS

           7.1    The performance and noise certification requirements
                  for the A330-300 Aircraft, except where otherwise noted,
                  will be as stated in Section 02 of the Specification.

           7.2    For the determination of FAR take-off and landing
                  performance a hard level dry runway surface with no
                  runway strength limitations, no obstacles, zero wind,
                  atmosphere according to ISA, except as otherwise noted
                  and the use of speedbrakes, flaps, landing gear and
                  engines in the conditions liable to provide the best
                  results will be assumed.

           7.2.1  When establishing take-off and second segment performance
                  no air will be bled from the engines for cabin air
                  conditioning or anti-icing, except as otherwise noted.

           7.3    When establishing the approach climb performance cabin
                  air conditioning will be operative with an average
                  ventilation rate not less than the amount defined in the
                  Specification but no air will be bled from the engines
                  for anti-icing.

           7.4    The en-route one engine inoperative climb performance
                  will be established with the amount of engine air bleed
                  associated with the maximum cabin altitude as specified
                  in Section 21-30.32 of the Specification and an average
                  ventilation rate not less than the amount defined in the
                  Specification but no air will be bled from the engines
                  for anti-icing.

           7.5    Climb, cruise and descent performance associated with the
                  Guarantees will include allowances for normal electrical
                  load and for normal engine air bleed and power extraction
                  associated with maximum cabin differential pressure as
                  defined in Section 21-30.31 of the Specification. Cabin
                  air conditioning management during performance
                  demonstration as described in Subparagraph 8.3 below may
                  be such as to optimize the A330-300 Aircraft performance
                  while meeting the minimum air conditioning requirements
                  defined above. Unless otherwise stated no air will be
                  bled from the engines for anti-icing.

           7.6    The engines will be operated using not more than the
                  engine manufacturer's maximum recommended outputs for
                  take-off, maximum go-round, maximum continuous, maximum
                  climb and cruise for normal operation unless otherwise
                  stated.

           7.7    Where applicable the Guarantees assume the use of an
                  approved fuel having a density of 6.7 lb/US gallon and a
                  lower heating value of 18,590 BTU/lb.

           7.8    Speech interference level (SIL) is defined as the
                  arithmetic average of the sound pressure levels in the
                  1,000, 2,000, and 4,000 Hz octave bands A-weighted sound
                  level (dBA) is as defined in the American National
                  Standard Specification ANSI.4-1971

           7.9    The sound levels guaranteed in Subparagraph 6.2:

                       i)     will be measured at the positions defined in
                              Section 03-83.10 of the Specification
                      ii)     refer to an A330-300 Aircraft with standard
                              acoustic insulation and an interior
                              completely furnished. The effect on noise of
                              Buyer furnished equipment other than
                              passenger seats will be the responsibility of
                              the Buyer.

           7.10   For the purposes of the sound levels guaranteed in
                  Subparagraph 6.2.3 the APU and air conditioning system
                  will be operating.

                  Sound level measurements may be made at the prevailing
                  ambient temperature with the air conditioning packs
                  controlled to approximate air conditioning machinery
                  rotational speed appropriate to an ambient temperature of
                  25(degree)C.

           8      GUARANTEE COMPLIANCE

           8.1    Compliance with the Guarantees will be demonstrated using
                  operating procedures and limitations in accordance with
                  those defined by the certifying Airworthiness Authority
                  and by the Seller unless otherwise stated.

           8.2    Compliance with the take-off, second segment, approach
                  climb, en-route one engine inoperative and landing
                  elements of the Guarantees will be demonstrated with
                  reference to the approved FAA Flight Manual.

           8.3    Compliance with those parts of the Guarantees defined in
                  Paragraphs 2, 3 and 4 above not covered by the
                  requirements of the certifying Airworthiness Authority
                  will be demonstrated by calculation based on data
                  obtained during flight tests conducted on one (or more,
                  at the Seller's discretion) A330 aircraft of the same
                  aerodynamic configuration as the A330-300 Aircraft and
                  incorporated in the In-Flight Performance Program and
                  data bases ("the IFP") appropriate to the A330-300
                  Aircraft.

           8.4    Compliance with the Manufacturer's Weight Empty guarantee
                  defined in Paragraph 5 will be demonstrated with
                  reference to a weight compliance report.

           8.5    Compliance with the mission guarantees defined in
                  Paragraphs 3 and 4 will be demonstrated with reference to
                  the weight compliance report described in Subparagraph
                  8.4.

           8.6    Compliance with the noise guarantees defined in
                  Subparagraph 6.2 will be demonstrated with reference to
                  noise surveys conducted on one (or more, at the Seller's
                  discretion) A330 aircraft of an acoustically similar
                  standard as the A330-300 Aircraft.

           8.7    Data derived from tests and noise surveys will be
                  adjusted as required using conventional methods of
                  correction, interpolation or extrapolation in accordance
                  with established aeronautical practices to show
                  compliance with the Guarantees.

           8.8    Compliance with the Guarantees is not contingent on
                  engine performance defined in the engine manufacturer's
                  specification.

           8.9    The Seller undertakes to furnish the Buyer with a report
                  or reports demonstrating compliance with the Guarantees
                  at, or as soon as possible after, the delivery of each of
                  the A330-300 Aircraft.

           9      ADJUSTMENT OF GUARANTEES

           9.1    In the event of any change to any law, governmental
                  regulation or requirement or interpretation thereof
                  ("rule change") by any governmental agency made
                  subsequent to the date of the Agreement and such rule
                  change affects the A330-300 Aircraft configuration or
                  performance or both required to obtain certification the
                  Guarantees will be appropriately modified to reflect the
                  effect of any such change.

           9.2    The Guarantees apply to the A330-300 Aircraft as
                  described in the Preamble to this Letter Agreement and
                  may be adjusted in the event of :

                       a)     Any further configuration change which is the
                              subject of a SCN 
                       b)     Variation in actual weights of items defined
                              in Section 13-10 of the Specification 
                       c)     Changes required to obtain certification which
                              cause changes to the performance or weight of 
                              the A330-300 Aircraft

           10     EXCLUSIVE GUARANTEES

                  The Guarantees are exclusive and are provided in lieu of
                  any and all other performance and weight guarantees of
                  any nature which may be stated, referenced or
                  incorporated in the Specification or any other document.

           11     UNDERTAKING; REMEDIES

                  ***

           UNQUOTE

           In consideration of the assignment and subrogation by the Seller
           under this Letter Agreement in favor of the Buyer in respect of
           the Seller's rights against and obligations to the Manufacturer
           under the provisions quoted above, the Buyer hereby accepts such
           assignment and subrogation and agrees to be bound by all of the
           terms, conditions and limitations therein contained. The Buyer
           and Seller recognize and agree that, except as otherwise
           expressly provided in Paragraph 8 of this Letter Agreement, all
           the provisions of Clause 12 of the Agreement, including without
           limitation the Exclusivity of Warranties and General Limitations
           of Liability and Duplicate Remedies therein contained, will
           apply to the foregoing performance guarantees.


                  If the foregoing correctly sets forth our understanding,
please execute the original and one (1) copy hereof in the space provided
below and return a copy to the Seller.



                                        Very truly yours,

                                        AVSA, S.A.R.L.

                                        By:    /s/ Michele Lascaux
                                               -------------------
                                        Its:   Director Contracts

                                        Date:  November 24, 1998

Accepted and Agreed

US Airways Group, Inc.


By:    /s/ Thomas A. Fink
       ------------------
Its:   Treasurer

Date:  November 24, 1998



<TABLE>
<CAPTION>

                                    APPENDIX 1 TO LETTER AGREEMENT NO.  8B


1        Manufacturer's Weight Empty and Operating Weight Empty

         At the time of this Agreement the Buyer's Manufacturer's Weight
         Empty and the Operating Weight Empty for the purposes of
         Subparagraph 4.6 and Paragraph 5 of this Letter Agreement
         are defined as follows:

         <S>                                                                       <C>
         Manufacturer's Weight Empty as defined in the Specification
         Reference G.000.03000 Issue 6:                                            236,860 lb

         Specification Change for the fitting of PW4168A engines:                        0 lb

         Specification Change for the increase in Design Weights:                    3,750 lb
                                                                             ----------------
         Buyer's Manufacturer's Weight Empty according to the Preamble of
         this Letter Agreement and for the purposes of Subparagraph 4.6
         and Paragraph 5 of this Letter Agreement:                                 240,610 lb

         Specification changes as defined in Subparagraph 2.1 of
         this Appendix A:                                                            5,159 lb

         Operators Items as defined in Subparagraph 2.2 of
         this Appendix A:                                                           31,463 lb
                                                                             ----------------
         Operating Weight Empty of the A330-300 Aircraft for the purposes
         of Subparagraphs 3.1 through 3.8, inclusive, of this Letter Agreement:    277,232 lb


*Note    As of the date hereof the Operating Weight Empty has not been
         completely defined. The payloads and fuel burns guaranteed in
         Paragraph 3 are based on the estimated Operating Weight Empty as
         shown above. This Operating Weight Empty is based on a three class
         layout (6F/36B/224Y) to drawing number AI.330-25.4014A.

2        Specification Changes and Operators Items

2.1      Weight of Specification Changes

         As of the date of this draft the complete list of the Buyer's
         Specification Changes is unknown. It is estimated that the weight
         of such Specification Changes is :

         Cabin changes:                                                              1,550 lb
         Allowance for Specification Changes                                         3,609 lb
                                                                             ----------------
         Total                                                                       5,159 lb

3.1      Weights of Operators Items

         Oil for engines and APU:                                                      278 lb
         Unusable fuel:                                                                732 lb
         Water for galleys and toilets:                                              1,543 lb
         Waste tank pre-charge:                                                         79 lb
         Aircraft documents and tool kits:                                             101 lb
         Passenger seats and life jackets:                                          12,359 lb
         Galley structure and fixed equipment:                                       3,743 lb
         Catering and service equipment:                                             6,993 lb
         Emergency equipment:                                                        1,554 lb
         Containers                                                                  1,650 lb
         Crew and bags:                                                              2,429 lb
                                                                              ---------------
         Total Operators Items                                                      31,463 lb

</TABLE>




                          LETTER AGREEMENT NO. 8C





                                             As of November 24, 1998

US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:      A340-200 PERFORMANCE GUARANTEES

Dear Ladies and Gentlemen:

         US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A330/A340 Purchase Agreement dated
as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
8C (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

         The Seller, in its capacity as "Buyer" under its arrangement with
the Manufacturer, has negotiated and obtained the following performance and
weight guarantees (the "Guarantees") from the Manufacturer, in its capacity
as "Seller" with respect to the A340-200 Aircraft, subject to the terms,
conditions, limitations and restrictions all as hereinafter set out. The
Seller hereby assigns to the Buyer and the Buyer hereby accepts, as to each
A340-200 Aircraft delivered to the Buyer under the Agreement, all of the
rights and obligations of the Seller with respect to such A340-200 Aircraft
in its capacity as "Buyer" as aforesaid under the said Guarantees and the
Seller subrogates the Buyer into all such rights and obligations in respect
of such A340-200 Aircraft. The Seller hereby warrants to the Buyer that it
has all the requisite authority to make the foregoing assignment and effect
the foregoing subrogation to and in favor of the Buyer and that it will not
enter into any amendment of the provisions so assigned or subrogated
without the prior written consent of the Buyer.

         Capitalized terms used in the following quoted provisions and not
otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).

         QUOTE

         PREAMBLE

         The guarantees defined below (the "Guarantees") are applicable
         to the A340-200 Aircraft as described in the Technical
         Specification F.000.02000 Issue 6 dated 15th January 1997 (the
         "Specification") without taking into account any further changes
         thereto as provided in the Agreement.

         Notwithstanding the foregoing the Seller reserves the right to
         increase the Design Weights above the weights shown in the
         Specification in order to satisfy the Guarantees.


1        MISSION GUARANTEE

1.1      The A340-200 Aircraft will be capable of carrying a fixed zero
         fuel weight of 350,000 lb over a guaranteed still air stage
         distance of not less than *** nautical miles when operated under
         the conditions defined below:

1.1.1    The departure airport conditions are such as to allow the required
         take-off weight to be used without restriction.

         The destination airport conditions are such as to allow the
         required landing weight to be used without restriction.

1.1.2    An allowance of 2,570 lb of fuel is included for take-off and
         climb to 1,500 ft pressure altitude with acceleration to climb
         speed at a temperature of 77(degree)F.

1.1.3    Climb from 1,500 ft pressure altitude up to cruise altitude using
         maximum climb thrust and cruise at a fixed Mach number of 0.82 at
         pressure altitudes of 35,000 ft and 39,000 ft and descent to 1,500
         ft pressure altitude are conducted in ISA+10(degree)C conditions.
         Climb and descent speeds below 10,000 ft will be 250 knots CAS.

1.1.4    An allowance of 490 lb of fuel is included for approach and
         landing at the destination airport.

1.1.5    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 1.1.3 above.

1.1.6    At the end of approach and landing 28,330 lb of fuel will remain
         in the tanks. This represents the estimated fuel required for:

              1)    En-route reserves - 10% of flight time 
              2)    Missed approach 
              3)    Diversion in ISA+10(degree)C conditions over a still
                    air distance of 150 nautical miles starting and
                    ending at 1,500 ft pressure altitude
              4)    Holding for 30 minutes at 1,500 ft pressure altitude
                    in ISA+10(degree)C conditions.


2        MANUFACTURER'S WEIGHT EMPTY

2.1      The Seller guarantees a Buyer's Manufacturer's Weight Empty of ***

2.2      For the purposes of this Paragraph 2 the Buyer's
         Manufacturer's Weight Empty is the Manufacturer's Weight Empty
         defined in Section 13-10.00.00 of the Specification and is
         subject to adjustment as defined in Subparagraph 6.2.

3        NOISE

3.1      External

3.1.1    The Seller guarantees that the A340-200 Aircraft will be
         certified in accordance with FAR Part 36 Noise Standards, issue
         1978, including Amendment 36-15 Stage 3. The applicable noise
         limits are as defined in paragraphs 36.201 and c36.5 (3).

3.2      Internal

3.2.1    Cockpit noise

         At a pressure altitude of 35,000 ft and a Mach number of M=0.82
         in still air under ISA conditions, the guaranteed A-Weighted
         Sound Pressure Level (SPL) will not exceed *** and the Speech
         Interference Level (SIL) will not exceed ***.

3.2.2    Cabin noise

         At a pressure altitude of 35,000 ft and a Mach number of M=0.82
         in still air under ISA conditions, the guaranteed A-Weighted
         Sound Pressure Level (SPL) will not exceed *** and the Speech
         Interference Level (SIL) will not exceed ***.

3.2.3    On the ground and under the conditions defined in
         Subparagraph 4.9 below the noise levels in the passenger
         compartment with passenger doors open or closed the A-weighted
         Sound Pressure Level (SPL) will not exceed *** and the Speech
         Interference Level (SIL) will not exceed ***.


4        GUARANTEE CONDITIONS

4.1      The performance and noise certification requirements for the
         A340-200 Aircraft, except where otherwise noted, will be as
         stated in Section 02 of the Specification.

4.2      For the determination of FAR take-off and landing
         performance a hard level dry runway surface with no runway
         strength limitations, no obstacles, zero wind, atmosphere
         according to ISA, except as otherwise noted and the use of
         speedbrakes, flaps, landing gear and engines in the conditions
         liable to provide the best results will be assumed.

4.2.1    When establishing take-off and second segment performance
         no air will be bled from the engines for cabin air conditioning
         or anti-icing. 

4.3      The en-route one engine inoperative climb performance will be
         established with the amount of engine air bleed associated with
         the maximum cabin altitude as specified in Section 21-30.32 of
         the Specification and an average ventilation rate not less than
         the amount defined in the Specification but no air will be bled
         from the engines for anti-icing.

4.4      Climb, cruise and descent performance associated with the
         Guarantees will include allowances for normal electrical load
         and for normal engine air bleed and power extraction associated
         with maximum cabin differential pressure as defined in Section
         21-30.31 of the Specification. Cabin air conditioning management
         during performance demonstration as described in Subparagraph
         5.3 below may be such as to optimize the A340-200 Aircraft
         performance while meeting the minimum air conditioning
         requirements defined above. Unless otherwise stated no air will
         be bled from the engines for anti-icing.

4.5      The engines will be operated using not more than the engine
         manufacturer's maximum recommended outputs for take-off, maximum
         go-round, maximum continuous, maximum climb and cruise for
         normal operation unless otherwise stated.

4.6      Where applicable the Guarantees assume the use of an
         approved fuel having a density of 6.7 lb/US gallon and a lower
         heating value of 18,590 BTU/lb.

4.7      Speech interference level (SIL) is defined as the arithmetic
         average of the sound pressure levels in the 1,000, 2,000, and
         4,000 Hz octave bands A-weighted sound level (dBA) is as defined
         in the American National Standard Specification ANSI.4-1971.

4.8      The sound levels guaranteed in Subparagraph 3.2:

              i)  will be measured at the positions defined in Section
                  03-83.10 of the Specification 

              ii) refer to an A340-200 Aircraft with standard acoustic
                  insulation and an interior completely furnished. The
                  effect on noise of Buyer furnished equipment other than
                  passenger seats will be the responsibility of the Buyer.

4.9      For the purposes of the sound levels guaranteed in
         Subparagraph 3.2.3 the APU and air conditioning system will be
         operating. Sound level measurements may be made at the
         prevailing ambient temperature with the air conditioning packs
         controlled to approximate air conditioning machinery rotational
         speed appropriate to an ambient temperature of 25(degree)C.

5        GUARANTEE COMPLIANCE

5.1      Compliance with the Guarantees will be demonstrated using
         operating procedures and limitations in accordance with those
         defined by the certifying Airworthiness Authority and by the
         Seller unless otherwise stated.

5.2      Compliance with the take-off, second segment, en-route one
         engine inoperative and landing elements of the Guarantees will
         be demonstrated with reference to the approved Flight Manual.

5.3      Compliance with those parts of the Guarantees defined in
         Paragraph 1 above not covered by the requirements of the
         certifying Airworthiness Authority will be demonstrated by
         calculation based on data obtained during flight tests conducted
         on one (or more, at the Seller's discretion) A340 aircraft of
         the same aerodynamic configuration as the A340-200 Aircraft and
         incorporated in the In-Flight Performance Program and data bases
         ("the IFP") appropriate to the A340-200 Aircraft.

5.4      Compliance with the Manufacturer's Weight Empty guarantee
         defined in Paragraph 2 will be demonstrated with reference to a
         weight compliance report.

5.5      Compliance with the noise guarantees defined in Subparagraph
         3.2 will be demonstrated with reference to noise surveys
         conducted on one (or more, at the Seller's discretion) A340
         aircraft of an acoustically similar standard as the A340-200
         Aircraft.

5.6      Data derived from tests and noise surveys will be adjusted
         as required using conventional methods of correction,
         interpolation or extrapolation in accordance with established
         aeronautical practices to show compliance with the Guarantees.

5.7      Compliance with the Guarantees is not contingent on engine
         performance defined in the engine manufacturer's specification.

5.8      The Seller undertakes to furnish the Buyer with a report or
         reports demonstrating compliance with the Guarantees at, or as
         soon as possible after, the delivery of each of the A340-200
         Aircraft.

6        ADJUSTMENT OF GUARANTEES

6.1      In the event of any change to any law, governmental
         regulation or requirement or interpretation thereof ("rule
         change") by any governmental agency made subsequent to the date
         of the Agreement and such rule change affects the A340-200
         Aircraft configuration or performance or both required to obtain
         certification the Guarantees will be appropriately modified to
         reflect the effect of any such change.

6.2      The Guarantees apply to the A340-200 Aircraft as described
         in the Preamble to this Letter Agreement and may be adjusted in
         the event of :

              a)     Any further configuration change which is the subject
                     of a SCN
              b)     Variation in actual weights of items defined in Section
                     13-10 of the Specification
              c)     Changes required to obtain certification which cause
                     changes to the performance or weight of the A340-200
                     Aircraft

7.       EXCLUSIVE GUARANTEES

         The Guarantees are exclusive and are provided in lieu of any and
         all other performance and weight guarantees of any nature which
         may be stated, referenced or incorporated in the Specification or
         any other document.

8.       UNDERTAKING; REMEDIES

         ***

         UNQUOTE

         In consideration of the assignment and subrogation by the Seller
         under this letter Agreement in favor of the Buyer in respect of
         the Seller's rights against and obligations to the Manufacturer
         under the provisions quoted above, the Buyer hereby accepts such
         assignment and subrogation and agrees to be bound by all of the
         terms, conditions and limitations therein contained. The Buyer and
         Seller recognize and agree that, except as otherwise expressly
         provided in Paragraph 8 of this Letter Agreement, all the
         provisions of Clause 12 of the Agreement, including without
         limitation the Exclusivity of Warranties and General Limitations
         of Liability and Duplicate Remedies therein contained, will apply
         to the foregoing performance guarantees.

         If the foregoing correctly sets forth our understanding,
please execute the original and one (1) copy hereof in the space provided
below and return a copy to the Seller.



                                        Very truly yours,

                                        AVSA, S.A.R.L.

                                        By:      /s/ Michele Lascaux
                                                 -------------------
                                        Its:     Director Contracts

                                        Date:    November 24, 1998

Accepted and Agreed

US Airways Group, Inc.


By:     /s/ Thomas A. Fink
        ------------------
Its:    Treasurer

Date:   November 24, 1998



                          LETTER AGREEMENT NO. 8D





                                                 As of November 24, 1998

US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:                          A340-300 PERFORMANCE GUARANTEES

Dear Ladies and Gentlemen:

         US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A330/A340 Purchase Agreement dated
as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
8D (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

         The Seller, in its capacity as "Buyer" under its arrangement with
the Manufacturer, has negotiated and obtained the following performance and
weight guarantees (the "Guarantees") from the Manufacturer, in its capacity
as "Seller" with respect to the A340-300 Aircraft, subject to the terms,
conditions, limitations and restrictions all as hereinafter set out. The
Seller hereby assigns to the Buyer and the Buyer hereby accepts, as to each
A340-300 Aircraft delivered to the Buyer under the Agreement, all of the
rights and obligations of the Seller with respect to such A340-300 Aircraft
in its capacity as "Buyer" as aforesaid under the said Guarantees and the
Seller subrogates the Buyer into all such rights and obligations in respect
of such A340-300 Aircraft. The Seller hereby warrants to the Buyer that it
has all the requisite authority to make the foregoing assignment and effect
the foregoing subrogation to and in favor of the Buyer and that it will not
enter into any amendment of the provisions so assigned or subrogated
without the prior written consent of the Buyer.

         Capitalized terms used in the following quoted provisions and not
otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).

         QUOTE

         PREAMBLE

         The guarantees defined below (the "Guarantees") are applicable
         to the A340-300 Aircraft as described in the Technical
         Specification F.000.03000 Issue 6 dated 15th January 1997 ("the
         Specification") as amended by a Specification Change Notice for
         the increase in the Design Maximum Take-Off Weight to 606,270 lb
         (275,000 kg) without taking into account any further changes
         thereto as provided in the Agreement.

         Notwithstanding the foregoing the Seller reserves the right to
         increase the Design Weights above the weights shown in the
         Specification in order to satisfy the Guarantees.


1        MISSION GUARANTEE

1.1      The A340-300 Aircraft will be capable of carrying a fixed
         zero fuel weight of 370,000 lb over a guaranteed still air stage
         distance of not less than *** nautical miles when operated under
         the conditions defined below:

1.1.1    The departure airport conditions are such as to allow the
         required take-off weight to be used without restriction. The
         destination airport conditions are such as to allow the required
         landing weight to be used without restriction.

1.1.2    An allowance of 2,570 lb of fuel is included for take-off
         and climb to 1,500 ft pressure altitude with acceleration to
         climb speed at a temperature of 77(degree)F.

1.1.3    Climb from 1,500 ft pressure altitude up to cruise
         altitude using maximum climb thrust and cruise at a fixed Mach
         number of 0.82 at pressure altitudes of 35,000 ft and 39,000 ft
         and descent to 1,500 ft pressure altitude are conducted in
         ISA+10(degree)C conditions. Climb and descent speeds below 10,000 ft 
will
         be 250 knots CAS.

1.1.4    An allowance of 490 lb of fuel is included for approach and
         landing at the destination airport.

1.1.5    Stage distance is defined as the distance covered during climb,
         cruise and descent as described in Subparagraph 1.1.3 above.

1.1.6    At the end of approach and landing 27,810 lb of fuel will remain
         in the tanks. This represents the estimated fuel required for:

              1)     En-route reserves - 10% of flight time 
              2)     Missed approach 
              3)     Diversion in ISA+10(degree)C conditions over a 
                     still air distance of 150 nautical miles starting
                     and ending at 1,500 ft pressure altitude 
              4)     Holding for 30 minutes at 1,500 ft pressure 
                     altitude in ISA+10(degree)C conditions.


2        MANUFACTURER'S WEIGHT EMPTY

2.1      The Seller guarantees a Buyer's Manufacturer's Weight Empty of ***

2.2      For the purposes of this Paragraph 2 the Buyer's
         Manufacturer's Weight Empty is the Manufacturer's Weight Empty
         defined in Section 13-10.00.00 of the Specification and is
         subject to adjustment as defined in Subparagraph 6.2.

3        NOISE

3.1      External

3.1.1    The Seller guarantees that the A340-300 Aircraft will be
         certified in accordance with FAR Part 36 Noise Standards, issue
         1978, including Amendment 36-15 Stage 3. The applicable noise
         limits are as defined in paragraphs 36.201 and c36.5 (3).

3.2      Internal

3.2.1    Cockpit noise

         At a pressure altitude of 35,000 ft and a Mach number of M=0.82 in
         still air under ISA conditions, the guaranteed A-Weighted Sound
         Pressure Level (SPL) will not exceed *** and the Speech
         Interference Level (SIL) will not exceed ***.

3.2.2    Cabin noise

         At a pressure altitude of 35,000 ft and a Mach number of M=0.82 in
         still air under ISA conditions, the guaranteed A-Weighted Sound
         Pressure Level (SPL) will not exceed *** and the Speech
         Interference Level (SIL) will not exceed ***.

3.2.3    On the ground and under the conditions defined in Subparagraph 4.9
         below the noise levels in the passenger compartment with passenger
         doors open or closed the A-weighted Sound Pressure Level (SPL)
         will not exceed *** and the Speech Interference Level (SIL) will
         not exceed ***.


4        GUARANTEE CONDITIONS

4.1      The performance and noise certification requirements for the
         A340-300 Aircraft, except where otherwise noted, will be as stated
         in Section 02 of the Specification.

4.2      For the determination of FAR take-off and landing performance a
         hard level dry runway surface with no runway strength limitations,
         no obstacles, zero wind, atmosphere according to ISA, except as
         otherwise noted and the use of speedbrakes, flaps, landing gear
         and engines in the conditions liable to provide the best results
         will be assumed.

4.2.1    When establishing take-off and second segment performance no air
         will be bled from the engines for cabin air conditioning or
         anti-icing. 

4.3      The en-route one engine inoperative climb performance will be
         established with the amount of engine air bleed associated with
         the maximum cabin altitude as specified in Section 21-30.32 of
         the Specification and an average ventilation rate not less than
         the amount defined in the Specification but no air will be bled
         from the engines for anti-icing.

4.4      Climb, cruise and descent performance associated with the
         Guarantees will include allowances for normal electrical load and
         for normal engine air bleed and power extraction associated with
         maximum cabin differential pressure as defined in Section 21-30.31
         of the Specification. Cabin air conditioning management during
         performance demonstration as described in Subparagraph 5.3 below
         may be such as to optimize the A340-300 Aircraft performance while
         meeting the minimum air conditioning requirements defined above.
         Unless otherwise stated no air will be bled from the engines for
         anti-icing.

4.5      The engines will be operated using not more than the engine
         manufacturer's maximum recommended outputs for take-off, maximum
         go-round, maximum continuous, maximum climb and cruise for normal
         operation unless otherwise stated.

4.6      Where applicable the Guarantees assume the use of an approved fuel
         having a density of 6.7 lb/US gallon and a lower heating value of
         18,590 BTU/lb.

4.7      Speech interference level (SIL) is defined as the arithmetic
         average of the sound pressure levels in the 1,000, 2,000, and
         4,000 Hz octave bands A-weighted sound level (dBA) is as defined
         in the American National Standard Specification ANSI.4-1971.

4.8      The sound levels guaranteed in Subparagraph 3.2:

              i)    will be measured at the positions defined in Section
                    03-83.10 of the Specification 
              ii)   refer to an A340-300 Aircraft with standard acoustic
                    insulation and an interior completely furnished. The
                    effect on noise of Buyer furnished equipment other than
                    passenger seats will be the responsibility of the
                    Buyer.

4.9      For the purposes of the sound levels guaranteed in Subparagraph
         3.2.3 the APU and air conditioning system will be operating. Sound
         level measurements may be made at the prevailing ambient
         temperature with the air conditioning packs controlled to
         approximate air conditioning machinery rotational speed
         appropriate to an ambient temperature of 25(degree)C.


5        GUARANTEE COMPLIANCE

5.1      Compliance with the Guarantees will be demonstrated using
         operating procedures and limitations in accordance with those
         defined by the certifying Airworthiness Authority and by the
         Seller unless otherwise stated.

5.2      Compliance with the take-off, second segment, en-route one engine
         inoperative and landing elements of the Guarantees will be
         demonstrated with reference to the approved Flight Manual.

5.3      Compliance with those parts of the Guarantees defined in Paragraph
         1 above not covered by the requirements of the certifying
         Airworthiness Authority will be demonstrated by calculation based
         on data obtained during flight tests conducted on one (or more, at
         the Seller's discretion) A340 aircraft of the same aerodynamic
         configuration as the A340-300 Aircraft and incorporated in the
         In-Flight Performance Program and data bases ("the IFP")
         appropriate to the A340-300 Aircraft.

5.4      Compliance with the Manufacturer's Weight Empty guarantee defined
         in Paragraph 2 will be demonstrated with reference to a weight
         compliance report.

5.5      Compliance with the noise guarantees defined in Subparagraph 3.2
         will be demonstrated with reference to noise surveys conducted on
         one (or more, at the Seller's discretion) A340 aircraft of an
         acoustically similar standard as the A340-300 Aircraft.

5.6      Data derived from tests and noise surveys will be adjusted as
         required using conventional methods of correction, interpolation
         or extrapolation in accordance with established aeronautical
         practices to show compliance with the Guarantees.

5.7      Compliance with the Guarantees is not contingent on engine
         performance defined in the engine manufacturer's specification.

5.8      The Seller undertakes to furnish the Buyer with a report or
         reports demonstrating compliance with the Guarantees at, or as
         soon as possible after, the delivery of each of the A340-300
         Aircraft.


6         ADJUSTMENT OF GUARANTEES

6.1      In the event of any change to any law, governmental regulation or
         requirement or interpretation thereof ("rule change") by any
         governmental agency made subsequent to the date of the Agreement
         and such rule change affects the A340-300 Aircraft configuration
         or performance or both required to obtain certification the
         Guarantees will be appropriately modified to reflect the effect of
         any such change.

6.2      The Guarantees apply to the A340-300 Aircraft as described in the
         Preamble to this Letter Agreement and may be adjusted in the event
         of :
              a)     Any further configuration change which is the subject
                     of a SCN
              b)     Variation in actual weights of items defined in 
                     Section 13-10 of the Specification
              c)     Changes required to obtain certification which cause
                     changes to the performance or weight of the A340-300
                     Aircraft

3        EXCLUSIVE GUARANTEES

         The Guarantees are exclusive and are provided in lieu of any and
         all other performance and weight guarantees of any nature which
         may be stated, referenced or incorporated in the Specification or
         any other document.


3        UNDERTAKING; REMEDIES

         ***

         UNQUOTE

         In consideration of the assignment and subrogation by the Seller
         under this letter Agreement in favor of the Buyer in respect of
         the Seller's rights against and obligations to the Manufacturer
         under the provisions quoted above, the Buyer hereby accepts such
         assignment and subrogation and agrees to be bound by all of the
         terms, conditions and limitations therein contained. The Buyer and
         Seller recognize and agree that, except as otherwise expressly
         provided in Paragraph 8 of this Letter Agreement, all the
         provisions of Clause 12 of the Agreement, including without
         limitation the Exclusivity of Warranties and General Limitations
         of Liability and Duplicate Remedies therein contained, will apply
         to the foregoing performance guarantees.

         If the foregoing correctly sets forth our understanding,
please execute the original and one (1) copy hereof in the space provided
below and return a copy to the Seller.



                                       Very truly yours,

                                       AVSA, S.A.R.L.

                                       By:      /s/ Michele Lascaux
                                                -------------------
                                       Its:     Director Contracts

                                       Date:    November 24, 1998

Accepted and Agreed

US Airways Group, Inc.


By:     /s/ Thomas A. Fink
        ------------------
Its:    Treasurer

Date:   November 24, 1998



                           LETTER AGREEMENT NO. 9



                                                As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re: ***

Ladies and Gentlemen:

         US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A330/A340 Purchase Agreement dated
as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
9 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

         The Seller, under its arrangement with the Manufacturer, has
negotiated and obtained the following *** from the Manufacturer with
respect to the Aircraft, subject to the terms, conditions, limitations and
restrictions all as hereinafter set out. The Seller hereby warrants the
performance by the Manufacturer of the Manufacturer's obligations and
hereby assigns to the Buyer, and the Buyer hereby accepts, all of the
rights and obligations of the Seller as aforesaid under the said *** and
the Seller subrogates the Buyer into all such rights and obligations in
respect of the Aircraft. The Seller hereby warrants to the Buyer that the
Seller has all requisite authority to make the foregoing assignment and
effect the foregoing subrogation to and in favor of the Buyer and that the
Seller will not enter into any amendment of the provisions so assigned or
subrogated without the prior written consent of the Buyer. Capitalized
terms used in the following quoted provisions and not otherwise defined
therein will have the meanings assigned thereto in the Agreement, except
that the term "Seller" refers to the Manufacturer and the term "Buyer"
refers to the Seller.

QUOTE

1.      ***

1.1     ***

1.2     ***

1.3     ***

2.      ***

3.      ***

4.      ***

4.1     ***

4.2     ***

4.3     ***

5       ***

5.1     ***

5.2     ***

6.      ***

7.      ***

7.1     ***

7.2     ***

7.3     ***

8.      ***

        UNQUOTE

        In consideration of the assignment and subrogation by the Seller
        under this Letter Agreement in favor of the Buyer in respect of the
        Seller's rights against and obligations to the Manufacturer under
        the provisions quoted above, the Buyer hereby accepts such
        assignment and subrogation and agrees to be bound by all of the
        terms, conditions and limitations therein contained. The Buyer and
        the Seller recognize and agree that the Exclusivity of Warranties
        and General Limitations of Liability provisions contained in Clause
        12 of the Agreement will apply to the foregoing ***

        ASSIGNMENT

        This Letter Agreement and the rights and obligations of the Buyer
        hereunder will not be assigned or transferred in any manner without
        the prior written consent of the Seller, and any attempted
        assignment or transfer in contravention of the provisions of this
        paragraph will be void and of no force or effect. Notwithstanding
        the preceding sentence, the terms of Subclauses 19.5 and 19.6 of
        the Agreement will apply to this Letter Agreement.

        If the foregoing correctly sets forth our understanding, please
execute the original and one (1) copy hereof in the space provided below
and return a copy to the Seller.


                                           Very truly yours,

                                           AVSA, S.A.R.L.


                                           By:      /s/ Michele Lascaux
                                                    -------------------
                                           Its:     Director Contracts

                                           Date:    November 24, 1998


Accepted and Agreed

US Airways Group, Inc.



By:     /s/ Thomas A. Fink
        ------------------
Its:    Treasurer

Date:   November 24, 1998


                                                          APPENDIX 1

***


                                                          APPENDIX 2


***



                          LETTER AGREEMENT NO. 10




                                                As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:     ***

Ladies and Gentlemen:

        US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A330/A340 Purchase Agreement dated
as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
10 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

        Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

        The Seller, under its arrangement with the Manufacturer, has
negotiated and obtained the following *** from the Manufacturer with
respect to the Aircraft, subject to the terms, conditions, limitations and
restrictions all as hereinafter set out. The Seller hereby warrants the
performance by the Manufacturer of the Manufacturer's obligations and
hereby assigns to the Buyer, and the Buyer hereby accepts, all of the
rights and obligations of the Seller as aforesaid under the said *** and
the Seller subrogates the Buyer into all such rights and obligations in
respect of the Aircraft. The Seller hereby warrants to the Buyer that the
Seller has all requisite authority to make the foregoing assignment and
effect the foregoing subrogation to and in favor of the Buyer and that the
Seller will not enter into any amendment of the provisions so assigned or
subrogated without the prior written consent of the Buyer. Capitalized
terms used in the following quoted provisions and not otherwise defined
therein will have the meanings assigned thereto in the Agreement, except
that the term "Seller" refers to the Manufacturer and the term "Buyer"
refers to the Seller.

QUOTE

1.       ***

1.1      ***

1.2      ***

1.2.1    ***

1.2.2    ***

1.3      ***

1.4      ***

2.       ***

2.1      ***

2.2      ***

2.3      ***

2.4      ***

2.5      ***

2.6      ***

2.6.1    ***

2.6.2    ***

2.7      ***

3.       ***

 4.      ***

4.1      ***

4.1.1    ***

 4.1.2   ***

4.2      ***

5.       ***

5.1      ***

5.2      ***

6.       ***

7.       ***

         UNQUOTE

         In consideration of the assignment and subrogation by the Seller
         under this Letter Agreement in favor of the Buyer in respect of
         the Seller's rights against and obligations to the Manufacturer
         under the provisions quoted above, the Buyer hereby accepts such
         assignment and subrogation and agrees to be bound by all of the
         terms, conditions and limitations therein contained. The Buyer and
         the Seller recognize and agree that the Exclusivity of Warranties
         and General Limitations of Liability provisions contained in
         Clause 12 of the Agreement will apply to the foregoing ***.

         ASSIGNMENT

         This Letter Agreement and the rights and obligations of the Buyer
         hereunder will not be assigned or transferred in any manner
         without the prior written consent of the Seller, and any attempted
         assignment or transfer in contravention of the provisions of this
         paragraph will be void and of no force or effect. Notwithstanding
         the preceding sentence, the terms of Subclauses 19.5 and 19.6 of
         the Agreement will apply to this Letter Agreement.


         If the foregoing correctly sets forth our understanding, please
execute the original and one (1) copy hereof in the space provided below and
return a copy to the Seller.



                                          Very truly yours,

                                          AVSA, S.A.R.L.


                                          By:      /s/ Michele Lascaux
                                                   -------------------
                                          Its:     Director Contracts

                                          Date:    November 24, 1998


Accepted and Agreed

US Airways Group, Inc.


By:     /s/ Thomas A. Fink
        ------------------
Its:    Treasurer

Date:   November 24, 1998


                                                               APPENDIX 1


***


                                                               APPENDIX 2


***



                          LETTER AGREEMENT NO. 11


                                                As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:     PREDELIVERY PAYMENTS

Ladies and Gentlemen:

        US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A330/A340 Purchase Agreement dated
as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
11 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

        Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.


1.      ***

2.      ***

3.      ASSIGNMENT

        This Letter Agreement and the rights and obligations of the Buyer
        hereunder will not be assigned or transferred in any manner without
        the prior written consent of the Seller, and any attempted
        assignment or transfer in contravention of the provisions of this
        Paragraph 3 will be void and of no force or effect. Notwithstanding
        the preceding sentence, the terms of Subclauses 19.5 and 19.6 of
        the Agreement will apply to this Letter Agreement.


        If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to the Seller.

                                      Very truly yours,

                                      AVSA, S.A.R.L.


                                      By:      /s/ Michele Lascaux
                                               -------------------
                                      Its:     Director Contracts

                                      Date:    November 24, 1998
Accepted and Agreed
US Airways Group, Inc.



By:     /s/ Thomas A. Fink
        ------------------
Its:    Treasurer

Date:   November 24, 1998



                                  Table 1

Predelivery Payment Reference Prices for All A330-200 Aircraft

***

Predelivery Payment Reference Prices for All A330-300 Aircraft

***

Predelivery Payment Reference Prices for All A340-200 Aircraft

***

Predelivery Payment Reference Prices for All A340-300 Aircraft

***



                          LETTER AGREEMENT NO. 12




                                                  As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:     ***

Ladies and Gentlemen:

        US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A330/A340 Purchase Agreement dated
as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
12 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

        Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

        The Seller, in its capacity as "Buyer" under its arrangement with
the Manufacturer, has negotiated and obtained the following *** from the
Manufacturer, in its capacity as "Seller" with respect to the
Aircraft, subject to the terms, conditions, limitations and restrictions
all as hereinafter set out. The Seller hereby guarantees to the Buyer the
performance by the Manufacturer of the Manufacturer's obligations and
assigns to the Buyer and the Buyer hereby accepts, as to each Aircraft
delivered to the Buyer under the Agreement, all of the rights and
obligations of the Seller with respect to such Aircraft in the Seller's
capacity as "Buyer" as aforesaid under the said *** and the Seller
subrogates the Buyer into all such rights and obligations in respect of
such Aircraft. The Seller hereby warrants to the Buyer that it has all the
requisite authority to make the foregoing assignment and effect the
foregoing subrogation to and in favor of the Buyer and that it will not
enter into any amendment of the provisions so assigned or subrogated
without the prior written consent of the Buyer.

        Capitalized terms used in the following quoted provisions and not
otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).

QUOTE

1        ***

1.1      ***

1.2      ***

1.3      ***

1.4      ***

2        ***

2.1      ***

2.2      ***

2.3      ***

2.4      ***

2.5      ***

3        ***

3.1      ***

3.1.1    ***

3.2      ***

4        ***

4.1      ***

4.2      ***

4.3      ***

4.4      ***

4.5      ***

4.6.1    ***

4.6.2    ***

4.6.3    ***

5        ***

5.1      ***

5.2      ***

5.2.1    ***

5.3      ***

5.3.1    ***

5.3.2    ***

6        ***

6.1      ***

6.2      ***

6.3      ***

6.4      ***

7        ***

7.1      ***

7.2      ***

8        ***

8.1      ***

8.2      ***

8.3      ***

8.4      ***

9        ***

9.1      ***

9.2      ***

UNQUOTE

         In consideration of the assignment and subrogation by the Seller
         under this Letter Agreement in favor of the Buyer in respect of
         the Seller's rights against and obligations to the Manufacturer
         under the provisions quoted above, the Buyer hereby accepts such
         assignment and subrogation and agrees to be bound by all of the
         terms, conditions and limitations therein contained. The Buyer and
         Seller recognize and agree that, except as otherwise expressly
         provided in Paragraph 7 of this Letter Agreement, all the
         provisions of Clause 12 of the Agreement, including without
         limitation the Exclusivity of Warranties and General Limitations
         of Liability and Duplicate Remedies therein contained, will apply
         to the foregoing ***.

ASSIGNMENT

         This Letter Agreement and the rights and obligations of the Buyer
         hereunder will not be assigned or transferred in any manner
         without the prior written consent of the Seller, and any attempted
         assignment or transfer in contravention of the provisions of this
         paragraph will be void and of no force or effect. Notwithstanding
         the preceding sentence, the terms of Subclauses 19.5 and 19.6 of
         the Agreement will apply to this Letter Agreement.


         If the foregoing correctly sets forth our understanding,
please execute the original and one (1) copy hereof in the space provided
below and return a copy to the Seller.


                                          Very truly yours,


                                          AVSA, S.A.R.L.


                                          By:    /s/ Michele Lascaux
                                                 -------------------
                                          Its:   Director Contracts

                                          Date:  November 24, 1998


Accepted and Agreed

US Airways Group, Inc.



By:      /s/ Thomas A. Fink
         ------------------
Its:     Treasurer

Date:    November 24, 1998



                                                          APPENDIX A

***



                          LETTER AGREEMENT NO. 13




                                                As of November 24, 1998


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:      TECHNICAL DISPATCH RELIABILITY GUARANTEE

Ladies and Gentlemen:

         US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A330/A340 Purchase Agreement dated
as of even date herewith (the "Agreement"), which covers, among other
things, the sale by the Seller and the purchase by the Buyer of certain
Aircraft, under the terms and conditions set forth in said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
13 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

         The Seller, under its arrangement with the Manufacturer, has
negotiated and obtained the following Technical Dispatch Reliability
Guarantee from the Manufacturer with respect to the Aircraft, subject to
the terms, conditions, limitations and restrictions all as hereinafter set
out. The Seller hereby guarantees to the Buyer the performance by the
Manufacturer of its obligations under this Technical Dispatch Reliability
Guarantee and hereby assigns to the Buyer, and the Buyer hereby accepts,
all of the rights and obligations of the Seller as aforesaid under the said
Technical Dispatch Reliability Guarantee, and the Seller subrogates the
Buyer into all such rights and obligations in respect of the Aircraft. The
Seller hereby warrants to the Buyer that it has all requisite authority to
make the foregoing assignment and effect the foregoing subrogation to and
in favor of the Buyer and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
the Buyer. Capitalized terms used in the following quoted provisions and
not otherwise defined therein will have the meanings assigned thereto in
the Agreement, except that the term "Seller" refers to the Manufacturer and
the term "Buyer" refers to the Seller.

         QUOTE

1.       SCOPE, COMMENCEMENT, DURATION

         This dispatch reliability guarantee (the "Guarantee") extends to
         the Aircraft fleet, will commence with delivery of the first
         Aircraft and will remain in force for a period of *** years (the
         "Term"), ***.
2.       DEFINITION

2.1      Revenue Flight

         A "Revenue Flight" is a flight as stipulated in the Buyer's time
         table, and any scheduled charter flight of the Aircraft.

2.2      Aircraft Inherent Malfunction

         An "Aircraft Inherent Malfunction" is a condition whereby
         maintenance action is necessary to reestablish serviceability of
         the Aircraft.

2.3      Dispatched

         An Aircraft will be deemed to have been "Dispatched" when it
         leaves the gate for a Revenue Flight.

2.4      Chargeable Delay

         A "Chargeable Delay" will be deemed to have occurred when, by more
         than fifteen (15) minutes and for reasons other than those defined
         under "Excluded Delay," a primary Aircraft Inherent Malfunction
         causes a Revenue Flight to depart later than the scheduled
         departure time.

2.5      Excluded Delay

         Any delay which is not a Chargeable Delay is an "Excluded Delay."
         Excluded Delays are specifically excluded from this Guarantee,
         even if consequently the Aircraft is subject to a delay. These
         Excluded Delays include delays in scheduled departure due to:

         -        SERVICING - NO CORRECTIVE MAINTENANCE PERFORMED
                  Struts
                  Oil
                  Hydraulic fluid
                  Lubrication
                  All servicing activities that do not require the mechanic
                  to physically adjust or replace or defer structural
                  repair and replace hardware/software 
                  Fueling related 
                  Deicing 
                  Water and waste 
                  Sanitizing / flushing 
                  Moisture condensation 
                  Printer paper replacement 
                  Routine cleaning
                  Tire pressure servicing

         -        PRECAUTIONARY MAINTENANCE - NO CORRECTIVE MAINTENANCE
                  PERFORMED
                  Hydraulic leaks - within limits
                  Fuel leak - within limits
                  Manual closing or cycling passenger/crew/cargo door
                  Decals/paint/appearance items
                  Passenger amenity lamps
                  Tires - worn past limits
                  Brakes - worn past limits
                  Resetting circuit breakers - no corrective maintenance 
                  performed according to FAA-approved FCOM

         -        SCHEDULED MAINTENANCE ACTIVITIES
                  COMPLETION OF SCHEDULED / PLANNED WORK CONTENT OF SCHEDULED:
                  Maintenance checks
                  Maintenance set-ups

         -        PARTS DELAYS AND CANCELLATIONS

         -        EXTERNAL FORCE DAMAGE : AIRCRAFT DAMAGE/LIGHTNING STRIKES,
                  ETC.

         -        KNOWN PERSONNEL ERROR

         -        SECONDARY DELAY / CANCELLATION :
                  A previous delay(s) or cancellation(s) of subsequent
                  scheduled flights on the same day caused by the same
                  problem that caused the primary delay(s) or
                  cancellation(s).

         -        Delays caused by systems or components being designated
                  as "Go if" in the Minimum-Equipment List (MEL) as
                  approved by the Buyer's airworthiness authorities for the
                  Buyer's operation of the Aircraft.

         -        Delays attributable to the Propulsion Systems.

2.6      Cancellation

         A "Cancellation" occurs when a Revenue Flight does not take place.
         The cancellation of any or all of the flight legs of a multi-leg
         flight constitutes only one (1) Cancellation. One (1) Cancellation
         is counted as one (1) event.

2.7      Achieved Dispatch Reliability

         "Achieved Dispatch Reliability" is the actual Dispatch Reliability
         obtained by the Aircraft fleet in regular revenue service and
         adjusted to the clauses of this Guarantee.

         Achieved Dispatch Reliability, expressed as a percent, will be
         computed every three months ("the Computation Period") and will be
         compared to the Guaranteed Dispatch Reliability level (as defined
         in Paragraph 3) at the end of each Computation Period.


                                       Total number of  Revenue Flights
                                       without Chargeable Delays or
         Achieved                      Cancellations during the
         Dispatch             =        Computation Period              X 100
         Reliability                  -------------------------------
                                       Total number of  Scheduled Revenue
                                       Flights during the Computation Period

3.       GUARANTEE

         The Seller guarantees the "Guaranteed Dispatch Reliability," set
         forth below in Subparagraph 3.1 and 3.2.

3.1      First *** of  Guarantee

         The Seller guarantees that, from the first three-month Computation
         Period following delivery of the first Aircraft and for Aircraft
         in commercial service, an Aircraft available for dispatch will, on
         average, have a *** percent probability of being dispatched
         without a Chargeable Delay. This probability will be maintained
         until the end of the *** year of operation of the Aircraft fleet
         following delivery of the first Aircraft.

3.2      *** Years of Guarantee

         The Seller guarantees that, from the first three-month Computation
         Period after the beginning of the *** year of operation of the
         Aircraft fleet in commercial service until the end of the ***
         year, an Aircraft available for dispatch will, on average, have a
         *** percent probability of being Dispatched without a Chargeable
         Delay.

3.3      Remaining Years of Guarantee

         *** from the first three-month Computation Period after the
         beginning of the *** year of operation of the Aircraft fleet in
         commercial service, until the end of the Term, the Seller will
         guarantee that an Aircraft available for dispatch will, on
         average, have a *** probability of being Dispatched without a
         Chargeable Delay. ***

4.       BUYER'S AND SELLER'S OBLIGATION

4.1      Buyer's and Seller's Obligations

         The Buyer's and Seller's specialists will mutually agree on the
         details of a Chargeable Delay reporting procedure not later than
         three (3) months before delivery of the first Aircraft.

4.2      Buyer's Obligations

         a)       The Buyer will regularly submit Chargeable Delay data on
                  a monthly basis not later than twenty (20) days after the
                  end of the reporting month. Such data must contain
                  detailed information on delays and Cancellations to allow
                  the Seller to assess the nature of system or component
                  malfunctions.

         b)       The Buyer will notify the Seller at any time that the
                  Achieved Dispatch Reliability is below the Guaranteed
                  Dispatch Reliability Level. After such notice, the Seller
                  will promptly take corrective actions. Upon request, all
                  reasonably necessary additional detailed operational and
                  engineering information will be provided by the Buyer in
                  order to allow the Seller to determine the necessary
                  action.

         c)       The Buyer will incorporate in and apply to the Aircraft
                  the procedures and modifications recommended by the
                  Seller to the extent necessary in order to improve the
                  Achieved Dispatch Reliability. Said modifications will be
                  incorporated and such procedures will be applied as soon
                  as is reasonably possible, consistent with the Buyer's
                  maintenance program, following receipt of instructions
                  and parts (if applicable) by the Buyer, provided that:

                  i)       the effect of such a procedure or modification is
                           substantiated to the Buyer's satisfaction,

                  ii)      application of such a procedure or modification is
                           economical and practical as determined by the
                           Buyer's customary analysis practice, and

                  iii)     ***

                  In the event of a disagreement between the Seller and the
                  Buyer as to the effectiveness of procedures or
                  modifications proposed by the Seller to increase the
                  achieved level, the Buyer will demonstrate to the Seller
                  that pursuant to its analysis, such a modification or
                  procedure is not effective.

                  Notwithstanding the Buyer's obligations above, the Buyer
                  may, at its option, decline to install such modification
                  or decline to follow such revised procedures as are
                  referred to above. If the Buyer so declines, the Seller
                  may adjust the Guaranteed Dispatch Reliability Level
                  downwards by an amount consistent with the
                  improvement in the Achieved Dispatch Reliability Level,
                  based on reasonable substantiation to the Buyer and on
                  other operators' experience, if any, that of the
                  reliability benefits of such modification or such revised
                  procedures are expected to cause.

         d)       Furthermore, the Buyer agrees to set its Aircraft fleet
                  technical dispatch reliability goals as shown in the
                  Buyer's regular reliability report (or equivalent) at a
                  level equal to or greater than the Guaranteed Dispatch
                  Reliability Level, so that both the Buyer's and Seller's
                  technical staff can aggressively pursue attainment of the
                  Guaranteed Dispatch Reliability Level.

4.3      Seller's Obligations

         During the Term, the Seller will provide technical and operational
         analyses of delays and cancellations and will develop corrections
         intended to reduce delays and, in the event that the Achieved
         Dispatch Reliability is below the Guaranteed Dispatch Reliability
         Level the Seller will, not later than six (6) months where
         practicable after notification by the Buyer and at no charge to
         the Buyer :

         a)       provide modified Manufacturer's items, either hardware of
                  software, to improve Achieved Dispatch Reliability,

         b)       make recommendations concerning the Aircraft operation and
                  maintenance programs, publications, and policies to improve
                  Achieved Dispatch Reliability,

         c)       assist the Buyer to cause Vendors action to improve the
                  Achieved Dispatch Reliability.

5.       ADJUSTMENT

         Any design, certification, regulatory, organizational structure or
         Aircraft operation changes outside the Seller's control that may
         have an effect upon the operation and dispatch characteristics of
         the Aircraft will be cause for reevaluation or adjustment of this
         Guaranteed Dispatch Reliability Level by mutual agreement between
         the Buyer and the Seller.

6.       ACHIEVED DISPATCH RELIABILITY REVIEW MEETINGS

         An Achieved Dispatch Reliability review meeting between the
         Seller's and the Buyer's representatives will be scheduled at the
         end of each six (6) month period of Aircraft operation, or at some
         other period to be mutually agreed. Representatives of the Buyer
         and the Seller will participate in the meeting and will:

         a)       review current Achieved Dispatch Reliability,

         b)       eliminate unsupported or non-Aircraft-inherent delay
                  claims from delay records to compute Achieved Dispatch
                  Reliability,

         c)       consider corrective action, if required,

         d)       review the Buyer's incorporation of modifications as stated
                  in Subparagraph 4.2 of this Letter Agreement and
                  requirements, if any, for reduction of  the Guaranteed
                  Dispatch Reliability Level,

         e)       review possible design, certification, regulatory,
                  organizational structure or Aircraft operation changes
                  and requirements, if any, necessitating adjustment of the
                  Guaranteed Dispatch Reliability Level.

7.       LIABILITY LIMITATION

         The Seller's liability for failure to meet the Dispatch
         Reliability Guarantee values will be governed solely by the terms
         of this Dispatch Reliability Guarantee.

         UNQUOTE

         In consideration of the assignment and subrogation by the Seller
         under this Letter Agreement in favor of the Buyer in respect of
         the Seller's rights against and obligations to the Manufacturer
         under the provisions quoted above, the Buyer hereby accepts such
         assignment and subrogation and agrees to be bound by all of the
         terms, conditions and limitations therein contained. The Buyer and
         Seller recognize and agree that, except as otherwise expressly
         provided in Paragraph 7 of this Letter Agreement, all the
         provisions of Clause 12 of the Agreement, including without
         limitation the Exclusivity of Warranties and General Limitations
         of Liability and Duplicate Remedies therein contained, will apply
         to the foregoing Technical Dispatch Reliability Guarantee.

         ASSIGNMENT

         This Letter Agreement and the rights and obligations of the Buyer
         hereunder will not be assigned or transferred in any manner
         without the prior written consent of the Seller, and any attempted
         assignment or transfer in contravention of the provisions of this
         paragraph will be void and of no force or effect. Notwithstanding
         the preceding sentence, the terms of Subclauses 19.5 and 19.6 of
         the Agreement will apply to this Letter Agreement.



         If the foregoing correctly sets forth our understanding, please
execute the original and one (1) copy hereof in the space provided below
and return a copy to the Seller.

                                          Very truly yours,

                                          AVSA, S.A.R.L.


                                          By:      /s/ Michele Lascaux
                                                   -------------------
                                          Its:     Director Contracts

                                          Date:    November 24, 1998



       Accepted and Agreed

       US Airways Group, Inc.

       By:     /s/ Thomas A. Fink
               ------------------
       Its:    Treasurer

       Date:   November 24, 1998



                          LETTER AGREEMENT NO. 14


                                                 As of November 24, 1998


       US Airways Group, Inc.
       2345 Crystal Drive
       Arlington, VA 22227

       Re:        SPARES SUPPORT

       Ladies and Gentlemen:

                  US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
       (the "Seller"), have entered into an Airbus A330/A340 Purchase
       Agreement dated as of even date herewith (the "Agreement"), which
       covers, among other things, the sale by the Seller and the purchase
       by the Buyer of certain Aircraft, under the terms and conditions set
       forth in said Agreement. The Buyer and the Seller have agreed to set
       forth in this Letter Agreement No. 14 (the "Letter Agreement")
       certain additional terms and conditions regarding the sale of the
       Aircraft. Capitalized terms used herein and not otherwise defined in
       this Letter Agreement will have the meanings assigned thereto in the
       Agreement. The terms "herein," "hereof" and "hereunder" and words of
       similar import refer to this Letter Agreement.

                  Both parties agree that this Letter Agreement will
       constitute an integral, nonseverable part of said Agreement, that
       the provisions of said Agreement are hereby incorporated herein by
       reference, and that this Letter Agreement will be governed by the
       provisions of said Agreement, except that if the Agreement and this
       Letter Agreement have specific provisions which are inconsistent,
       the specific provisions contained in this Letter Agreement will
       govern.


       1.    ***

       2.    ASSIGNMENT

       This Letter Agreement and the rights and obligations of the Buyer
       hereunder will not be assigned or transferred in any manner without
       the prior written consent of the Seller, and any attempted
       assignment or transfer in contravention of the provisions of this
       Paragraph 2 will be void and of no force or effect. Notwithstanding
       the preceding sentence, the terms of Subclauses 19.5 and 19.6 of the
       Agreement will apply to this Letter Agreement.


                  If the foregoing correctly sets forth our understanding,
       please execute the original and one (1) copy hereof in the space
       provided below and return a copy to the Seller.

                                         Very truly yours,

                                         AVSA, S.A.R.L.


                                         By:      /s/ Michele Lascaux
                                                  -------------------
                                         Its:     Director Contracts

                                         Date:    November 24, 1998


       Accepted and Agreed

       US Airways Group, Inc.



       By:        /s/ Thomas A. Fink
                  ------------------
       Its:       Treasurer

       Date:      November 24, 1998



                          LETTER AGREEMENT NO. 15


                                                  As of November 24, 1998


       US Airways Group, Inc.
       2345 Crystal Drive
       Arlington, VA 22227

       Re:        CERTIFICATION

       Ladies and Gentlemen:

                  US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
       (the "Seller"), have entered into an Airbus A330/A340 Purchase
       Agreement dated as of even date herewith (the "Agreement"), which
       covers, among other things, the sale by the Seller and the purchase
       by the Buyer of certain Aircraft, under the terms and conditions set
       forth in said Agreement. The Buyer and the Seller have agreed to set
       forth in this Letter Agreement No. 15 (the "Letter Agreement")
       certain additional terms and conditions regarding the sale of the
       Aircraft. Capitalized terms used herein and not otherwise defined in
       this Letter Agreement will have the meanings assigned thereto in the
       Agreement. The terms "herein," "hereof" and "hereunder" and words of
       similar import refer to this Letter Agreement.

                  Both parties agree that this Letter Agreement will
       constitute an integral, nonseverable part of said Agreement, that
       the provisions of said Agreement are hereby incorporated herein by
       reference, and that this Letter Agreement will be governed by the
       provisions of said Agreement, except that if the Agreement and this
       Letter Agreement have specific provisions which are inconsistent,
       the specific provisions contained in this Letter Agreement will
       govern.


  1.     STANDARD AIRWORTHINESS CERTIFICATE

         Pursuant to Subclause 2.3 of the Agreement, the Seller is required
         to deliver each Aircraft with the Certificate of Airworthiness for
         Export issued by the DGAC for the Aircraft, and in a condition
         enabling the Buyer (or an eligible person under then applicable
         law) to immediately obtain at the time of delivery a US Standard
         Airworthiness Certificate issued by the DGAC, as the
         representative of the FAA, pursuant to Part 21 of the US Federal
         Aviation Regulations, and ***.

         ***

 2.      ***

         Pursuant to Subclause 2.3 of the Agreement, the Seller is required
         to deliver the Aircraft in a condition enabling the Buyer to
         obtain at time of delivery of the first A330 Aircraft and first
         A340 Aircraft ***.

         ***

         3.       ASSIGNMENT

         This Letter Agreement and the rights and obligations of the Buyer
         hereunder will not be assigned or transferred in any manner
         without the prior written consent of the Seller, and any attempted
         assignment or transfer in contravention of the provisions of this
         Paragraph 2 will be void and of no force or effect.
         Notwithstanding the preceding sentence, the terms of Subclauses
         19.5 and 19.6 of the Agreement will apply to this Letter
         Agreement.


         If the foregoing correctly sets forth our understanding, please
         execute the original and one (1) copy hereof in the space provided
         below and return a copy to the Seller.

                                      Very truly yours,

                                      AVSA, S.A.R.L.


                                      By:      /s/ Michele Lascaux
                                               -------------------
                                      Its:     Director Contracts

                                      Date:    November 24, 1998


       Accepted and Agreed

       US Airways Group, Inc.


       By:        /s/ Thomas A. Fink
                  ------------------
       Its:       Treasurer

       Date:      November 24, 1998