exv10w95






Exhibit 10.95




Confidential Treatment Requested




Amendment No. 5




to the



A330 Purchase Agreement



dated as of October 2, 2007



between



AIRBUS S.A.S.



and



US AIRWAYS, INC.


This Amendment No. 5 to the A330 Purchase Agreement between Airbus S.A.S. and US Airways, Inc.,
(this “Amendment”) is entered into as of November 20, 2009, by and between Airbus S.A.S., a
société par actions simplifiée, organized and existing under the laws of the Republic of France,
having its registered office located at 1, rond-point Maurice Bellonte, 31700 Blagnac, France (the
"Seller”), and US Airways, Inc., a corporation organized and existing under the laws of the
State of Delaware, United States of America, having its principal corporate offices located at 111
West Rio Salado Parkway, Tempe, Arizona 85281, U.S.A. (the “Buyer”).



WHEREAS, the Buyer and the Seller entered into an Airbus A330 Purchase Agreement, dated as of
October 2, 2007, which agreement, as previously amended by and supplemented with all Exhibits,
Appendices, Letter Agreements and amendments, including Amendment No. 1 dated as of November 15,
2007, Amendment No. 2 dated as of October 20, 2008, Amendment No. 3 dated as of January 16, 2009
and Amendment No. 4 dated as of July 23, 2009 (“Amendment No. 4”) (the “Agreement”),
relates to the sale by the Seller and the purchase by the Buyer of certain Airbus A330 model
aircraft;



WHEREAS, the Buyer and the Seller agree to reschedule the deliveries of certain Aircraft; and



WHEREAS, the parties agree to amend certain terms of the Agreement as set forth in this Amendment.



NOW, THEREFORE, IT IS AGREED AS FOLLOWS:



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






 




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





			
	 	 	 
	USA — Airbus A330 Purchase Agreement	 	 
	Amendment 5
	 	CONFIDENTIAL AND PRIVILEGED





CT0803167-AMD5-USA-A330





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Confidential Treatment Requested





	1.	 	DELIVERY
	 
	1.1	 	The Seller *****.
	 
	1.2	 	The Seller and the Buyer agree to reschedule three (3) Aircraft with Scheduled Delivery
Months *****, three (3) Aircraft from *****, and two (2) Aircraft with Scheduled Delivery
Months *****.
	 
	1.3	 	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 UNQUOTE:
	 
	 	 	QUOTE





	 	 	 	 	 
	Rank Number	 	Scheduled Delivery Month	 	Year
	1
	 	*****
	 	2009
	2
	 	*****
	 	2009
	3
	 	*****
	 	2009
	4
	 	*****
	 	2009
	5
	 	*****
	 	2009
	6
	 	*****
	 	2010
	7
	 	*****
	 	2010
	8
	 	*****
	 	2013
	9
	 	*****
	 	2013
	10
	 	*****
	 	2013
	11
	 	*****
	 	2013
	12
	 	*****
	 	2013
	13
	 	*****
	 	2014
	14
	 	*****
	 	2014
	15
	 	*****
	 	2014







	 	 	UNQUOTE
	 
	2.	 	PREDELIVERY PAYMENTS
	 
	 	 	In consideration of the rescheduling described in Paragraph 1 above and subject to the
provisions of this Paragraph 2, the *****.
	 
	3.	 	*****
	 
	3.1	 	*****







 




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





			
	 	 	 
	USA — Airbus A330 Purchase Agreement	 	 
	Amendment 5
	 	CONFIDENTIAL AND PRIVILEGED






CT0803167-AMD5-USA-A330




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	3.2	 	*****
	 
	3.3	 	*****
	 
	4.	 	SPECIFICATION CHANGE NOTICES
	 
	 	 	In Paragraph 2.2 of Letter Agreement No. 6, the words “*****” are deleted and replaced with
“*****”.
	 
	5.	 	*****
	 
	 	 	Paragraph 2.1 of the Amended and Restated Letter Agreement No. 5 to
the Agreement is hereby amended by adding the following immediately
after the period at the end thereof:




QUOTE





	 	 	*****




UNQUOTE





	6.	 	*****
	 
	6.1	 	In Paragraph 1.1A of Amended and Restated Letter Agreement No. 5 to the Agreement the words
“*****” are deleted.
	 
	6.2	 	Paragraph 1.1B of Amended and Restated Letter Agreement No. 5 to the Agreement is deleted in
its entirety.
	 
	7.	 	*****
	 
	7.1	 	*****
	 
	7.2	 	Paragraph 5 of Amendment No. 2 to the Agreement is hereby amended by adding the following
immediately prior to the word “*****”:




QUOTE





	 	 	*****




UNQUOTE





	8.	 	SOFTWARE TOOLS
	 
	 	 	In Paragraph 3.1 of Letter Agreement No. 7, the words “*****” are
deleted and replaced with the words “*****”.
	 
	9.	 	EFFECT OF AMENDMENT







 




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





			
	 	 	 
	USA — Airbus A330 Purchase Agreement	 	 
	Amendment 5
	 	CONFIDENTIAL AND PRIVILEGED






CT0803167-AMD5-USA-A330




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	9.1	 	Upon execution, this Amendment will 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.
	 
	9.2	 	Both parties agree that this Amendment will constitute an integral, nonseverable part of the
Agreement, that the provisions of the 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.
	 
	10.	 	CONFIDENTIALITY
	 
	 	 	This Amendment is subject to the confidentiality provisions set forth in Clause 22.7 of the
Agreement.
	 
	11.	 	COUNTERPARTS
	 
	 	 	This Amendment may be signed in any number of 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.





			
	 	 	 
	USA — Airbus A330 Purchase Agreement	 	 
	Amendment 5
	 	CONFIDENTIAL AND PRIVILEGED






CT0803167-AMD5-USA-A330




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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.





			
	 	 	 
	USA — Airbus A330 Purchase Agreement	 	 
	Amendment 5
	 	CONFIDENTIAL AND PRIVILEGED






CT0803167-AMD5-USA-A330