Exhibit 10.1





Exhibit 10.1




Confidential Treatment Requested




Amendment No. 4




to the




Amended and Restated Airbus A320 Family Aircraft Purchase Agreement




dated as of October 2, 2007




between




AIRBUS S.A.S.




and




US AIRWAYS, INC.




This Amendment No. 4 to the Amended and Restated Airbus A320 Family Aircraft Purchase Agreement
between Airbus S.A.S. and US Airways, Inc. (the “Amendment”) is entered into as of August
11, 2009, by and between Airbus S.A.S., a société par actions simplifiée, organized and existing
under the laws of the Republic of France, having its registered office located at 1, rond-point
Maurice Bellonte, 31700 Blagnac, France (the “Seller”), and US Airways, Inc., a corporation
organized and existing under the laws of the State of Delaware, United States of America, having
its principal corporate offices located at 111 West Rio Salado Parkway, Tempe, Arizona 85281,
U.S.A.(the “Buyer”);



WITNESSETH:




WHEREAS, the Buyer and the Seller have entered into an Amended and Restated Airbus A320 Family
Purchase Agreement, dated as of October 2, 2007, which agreements, as previously amended by and
supplemented with all Exhibits Appendices Letter Agreements and amendments, including Amendment No.
1 dated as of January 11, 2008 Amendment No. 2 dated as of October 20, 2008 and Amendment No. 3
dated as of January 16, 2009 (the “Agreement”) relates to the sale by the Seller and the
purchase by the Buyer of certain Airbus single-aisle aircraft;



WHEREAS the Buyer and the Seller agree and acknowledge the cancellation of the fifteen (15) A318
Aircraft which were cancelled as of February 1, 2009; and



WHEREAS, the Buyer wishes to exercise its conversion rights with respect to one (1) New A319
Aircraft scheduled for delivery *****.



NOW, THEREFORE, IT IS AGREED AS FOLLOWS:



1. DEFINITIONS




Capitalized terms used herein and not otherwise defined in this Amendment will have the meanings
assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of
similar import refer to this Amendment.


 





	 	 	 
	*****	 	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.




 


 









 









Confidential Treatment Requested




2. CANCELLATION




The Buyer and the Seller hereby confirm that the fifteen (15) A318 Aircraft are cancelled pursuant
to the terms of Letter Agreement No. 3 to the Agreement.



3. CONVERSION




Pursuant to the terms of Letter Agreement No. 3 to the Agreement, the Buyer hereby irrevocably
exercises its right to convert one (1) New A319 Aircraft to one (1) Converted New A320 Aircraft as
follows:




	3.1	 	One (1) New A319 Aircraft with ***** is converted to one (1) Converted New A320 Aircraft with
*****.







	3.2	 	Exhibit B to Amendment No. 1 to the Agreement is deleted in its entirety and replaced with
Exhibit B attached to this Amendment summarizing conversions as of the date hereof.






4. DELIVERY SCHEDULE




The delivery schedule table set forth in Clause 9.1.1 of the Agreement is deleted in its entirety
and replaced with the delivery schedule table below between the QUOTE and the UNQUOTE:



QUOTE




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rank	 	*****	 	Aircraft	 	*****	 	*****	 	Year	 
	1	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2008	 
	2	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2008	 
	3	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2008	 
	4	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2008	 
	5	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2008	 
	6	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	7	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	8	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	9	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	10	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	11	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	12	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	13	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	14	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	15	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	16	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	17	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	18	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	19	 	*****	 	Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	20	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	21	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2009	 
	22	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 





 





	 	 	 
	*****	 	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.




 


 









 





Confidential Treatment Requested




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rank	 	*****	 	Aircraft	 	*****	 	*****	 	Year	 
	23	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	24	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2009	 
	25	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	*****	 	 	2009	 
	26	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	27	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	28	 	*****	 	Converted New A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	29	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	30	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	31	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	32	 	*****	 	New A321 Aircraft
	 	*****	 	*****	 	 	2010	 
	33	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	34	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	35	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	*****	 	 	2010	 
	36	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	*****	 	 	2010	 
	37	 	*****	 	Converted New A321 Aircraft
	 	*****	 	*****	 	 	2010	 
	38	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	39	 	*****	 	New A321 Aircraft
	 	*****	 	*****	 	 	2010	 
	40	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	41	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	42	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	*****	 	 	2010	 
	43	 	*****	 	Converted New A321 Aircraft
	 	*****	 	*****	 	 	2010	 
	44	 	*****	 	Converted New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	45	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	46	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	47	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	48	 	*****	 	New A321 Aircraft
	 	*****	 	*****	 	 	2011	 
	49	 	*****	 	New A319 Aircraft
	 	*****	 	*****	 	 	2011	 
	50	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	51	 	*****	 	New A319 Aircraft
	 	*****	 	*****	 	 	2011	 
	52	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	53	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	54	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	55	 	*****	 	New A321 Aircraft
	 	*****	 	*****	 	 	2011	 
	56	 	*****	 	New A319 Aircraft
	 	*****	 	*****	 	 	2011	 
	57	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	58	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	59	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	60	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	61	 	*****	 	New A321 Aircraft
	 	*****	 	*****	 	 	2011	 
	62	 	*****	 	New A319 Aircraft
	 	*****	 	*****	 	 	2011	 
	63	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	64	 	*****	 	New A321 Aircraft
	 	*****	 	*****	 	 	2011	 
	65	 	*****	 	New A319 Aircraft
	 	*****	 	*****	 	 	2011	 





 





	 	 	 
	*****	 	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

	 




 









 






Confidential Treatment Requested




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rank	 	*****	 	Aircraft	 	*****	 	*****	 	Year	 
	66	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	67	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	68	 	*****	 	New A319 Aircraft
	 	*****	 	*****	 	 	2011	 
	69	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	70	 	*****	 	New A321 Aircraft
	 	*****	 	*****	 	 	2011	 
	71	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	72	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2011	 
	73	 	*****	 	New A321 Aircraft
	 	*****	 	*****	 	 	2011	 
	74	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	75	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	76	 	*****	 	New A319 Aircraft
	 	*****	 	*****	 	 	2012	 
	77	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	78	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	79	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	80	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	81	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	82	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	83	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	84	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	85	 	*****	 	New A321 Aircraft
	 	*****	 	*****	 	 	2012	 
	86	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	87	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	88	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	89	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	90	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	91	 	*****	 	New A319 Aircraft
	 	*****	 	*****	 	 	2012	 
	92	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	93	 	*****	 	New A321 Aircraft
	 	*****	 	*****	 	 	2012	 
	94	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	95	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	96	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 
	97	 	*****	 	New A320 Aircraft
	 	*****	 	*****	 	 	2012	 






UNQUOTE




5. The table set forth in Paragraph 4.2 of Letter Agreement No. 7 to the Agreement is deleted in
its entirety and replaced with the table set forth below:


 





	 	 	 
	*****	 	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.




 


 









 









Confidential Treatment Requested




	 	 	 	 	 	 	 	 	 
	 	 	*****	 	Aircraft	 	*****	 	Year
	1	 	*****	 	Original A321 Aircraft
	 	*****	 	2009
	2	 	*****	 	Original A321 Aircraft
	 	*****	 	2009
	3	 	*****	 	Original A321 Aircraft
	 	*****	 	2009
	4	 	*****	 	Original A321 Aircraft
	 	*****	 	2009
	5	 	*****	 	Original A321 Aircraft
	 	*****	 	2009
	6	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	2009
	7	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	2009
	8	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	2010
	9	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	2010
	10	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	2010
	11	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	2010
	12	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	2010
	13	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	2010
	14	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	2010
	15	 	*****	 	Converted Original A321 Aircraft
	 	*****	 	2010
	16	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	2010
	17	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	2010
	18	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	2010
	19	 	*****	 	Converted Original A320 Aircraft
	 	*****	 	2010






6. EFFECT OF AMENDMENT





	6.1	 	The provisions of this Amendment constitute a valid amendment to the Agreement and the
Agreement will be deemed to be amended to the extent herein provided and, except as
specifically amended hereby, will continue in full force and effect in accordance with its
original terms. This Amendment supersedes any previous understandings, commitments, or
representations whatsoever, whether oral or written, related to the subject matter of this
Amendment.







	6.2	 	Both parties agree that this Amendment will constitute an integral, nonseverable part of the
Agreement, that the provisions of said Agreement are hereby incorporated herein by reference,
and that this Amendment will be governed by the provisions of the Agreement, except that if
the Agreement and this Amendment have specific provisions that are inconsistent, the specific
provisions contained in this Amendment will govern.






7. CONFIDENTIALITY




This Amendment is subject to the confidentiality provisions set forth in Clause 22.7 of the
Agreement.





 





	 	 	 
	*****	 	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.




 


 









 









Confidential Treatment Requested




8. COUNTERPARTS



This Amendment may be signed in separate counterparts. Each counterpart, when signed and delivered
(including counterparts delivered by facsimile transmission), will be an original, and the
counterparts will together constitute one and the same instrument.


 





	 	 	 
	*****	 	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.




 


 









 









Confidential Treatment Requested




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



	 	 	 	 	 	 	 	 	 
	US AIRWAYS, INC.	 	 	 	AIRBUS S.A.S.
	 
	 	 	 	 	 	 	 	 
	By: 

	/s/ Thomas T. Weir
	 	 	 	By: 
	/s/ Christophe Mourey
	 

	 
	 	 	 	 	 
	 	Its: 

	Vice President and Treasurer
	 	 	 	 	Its: 
	 Senior Vice President Contracts





 





	 	 	 
	*****	 	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.




 


 









 









Exhibit B




Conversion Schedule




*****



 





	 	 	 
	*****	 	Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.





PRIVILEGED AND CONFIDENTIAL