exv10w97






Exhibit 10.97




Confidential Treatment Requested




SECOND AMENDED AND RESTATED

LETTER AGREEMENT NO. 5

TO AMENDED AND RESTATED AIRBUS A350 XWB PURCHASE AGREEMENT

Dated as of October 2, 2007




As of November 20, 2009




US Airways, Inc.

111 West Rio Salado Parkway

Tempe, Arizona 85281



Re: *****



Ladies and Gentlemen,



US Airways, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into
an Amended and Restated A350 XWB Purchase Agreement dated as of October 2, 2007, as amended by
Amendment No. 1 dated as of October 20, 2008, Amendment No. 2 dated as of January 16, 2009,
Amendment No. 3 dated July 23, 2009 and Amendment No. 4 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 Second Amended and Restated 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.



The 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 that are inconsistent, the specific
provisions contained in this Letter Agreement will govern.






 




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





USA Second Amended and Restated Letter Agreement No. 5 to

Amended and Restated Airbus A350 XWB Purchase Agreement




			
	 	 	 
	CT0803167-LA5-USA-A350
	 	PRIVILEGED AND CONFIDENTIAL






LA 5 - 1 of 7









 






Confidential Treatment Requested





	1.	 	*****
	 
	2.	 	*****
	 
	3.	 	ASSIGNMENT
	 
	 	 	Except as set forth in Clause 20.2 of the Agreement, 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 Letter Agreement will be void and of no force or
effect.
	 
	4.	 	COUNTERPARTS
	 
	 	 	This Letter Agreement 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 Second Amended and Restated Letter Agreement No. 5 to

Amended and Restated Airbus A350 XWB Purchase Agreement




			
	 	 	 
	CT0803167-LA5-USA-A350
	 	PRIVILEGED AND CONFIDENTIAL






LA 5 - 2 of 7










 






Confidential Treatment Requested



If the foregoing correctly sets forth your understanding, please sign two (2) counterparts hereof
in the space provided below and return one (1) such counterpart to the Seller.




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

Name:

	 	/s/ Thomas T. Weir
 

Thomas T. Weir
	 	By:

Name:
	 	/s/ Christophe Mourey
 

Christophe Mourey
	 	 
	Title:

	 	Vice President and Treasurer
	 	Title:
	 	Senior Vice President Contracts	 	 








 




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