exv10w96






Exhibit 10.96




Confidential Treatment Requested




Amendment No. 4




to the



Amended and Restated Airbus A350 XWB 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 A350 XWB 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 Amended and Restated Airbus A350 XWB 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 October 20, 2008, Amendment No. 2 dated as of January 16, 2009 and Amendment No. 3 dated as of
July 23, 2009 (“Amendment No. 3”) (the “Agreement”) relates to the sale by the Seller and
the purchase by the Buyer of certain Airbus A350 XWB model aircraft;



WHEREAS, the Buyer and the Seller agree to reschedule the scheduled delivery date and change the
model designation for 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 A350 XWB Purchase Agreement

Amendment 4




			
	 	 	 
	CT0803167-AMD3-USA-A350
	 	CONFIDENTIAL AND PRIVILEGED






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	1.	 	DELIVERY 
	 
	1.1	 	Clause 9.1.2.5 ii) and 9.1.2.5 iii) are each deleted in their entirety.
	 
	1.2	 	The Seller and the Buyer agree to defer the Scheduled Delivery Month of each of (i) eight (8)
Aircraft identified in Clause 9.1.1 with ***** and (ii) six (6) Aircraft identified in Clause
9.1.1 with *****.
	 
	1.3	 	The model designation of (i) the Aircraft identified in Clause 9.1.1 with ***** is changed
from ***** to ***** and (ii) the Aircraft identified in Clause 9.1.1 with ***** is changed
from ***** to *****.
	 
	1.4	 	Clause 9.1.1 of the Agreement is hereby deleted and restated to read in its entirety as
follows:
	 
	 	 	QUOTE






	 	9.1.1	 	Subject to any delay contemplated by Clauses 2, 7, 8, 10 or 18, the Seller
will have the Aircraft Ready for Delivery at the Delivery Location within the following
months (each a “Scheduled Delivery Month”).





	 	 	 	 	 	 	 
	Year	 	*****	 	Aircraft	 	Scheduled Delivery Month
	2017
	 	*****	 	*****	 	*****
	2018
	 	*****	 	*****	 	*****
	2019
	 	*****	 	*****	 	*****
	TOTAL
	 	22	 	 	 	 







	 	 	UNQUOTE
	 
	2.	 	PRODUCT SUPPORT
	 
	 	 	In Paragraph 18 of Letter Agreement No. 7, the words “*****” are deleted and replaced with
the word “*****”. The second sentence of Paragraph 5 of Amendment No. 3 to the Agreement
shall not apply.
	 
	3.	 	*****
	 
	3.1	 	In Paragraph 1 of Letter Agreement No. 14, the second sentence is deleted in its entirety and
replaced with the following:
	 
	 	 	QUOTE
	 
	 	 	This information will be provided periodically at the Seller’s discretion through ***** and
at least ***** beginning in ***** as well as on the date that is *****.
	 
	 	 	UNQUOTE







 




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





USA — Airbus A350 XWB Purchase Agreement

Amendment 4




			
	 	 	 
	CT0803167-AMD3-USA-A350
	 	CONFIDENTIAL AND PRIVILEGED






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	3.2	 	In Paragraph 3.1 of Letter Agreement No. 14, the word “*****” is deleted and replaced with
“*****”.
	 
	4.	 	*****
	 
	 	 	Paragraph 10 of Amendment No. 1 is hereby deleted in its entirety and restated to read as
follows:
	 
	 	 	QUOTE
	 
	 	 	*****
	 
	 	 	UNQUOTE
	 
	5.	 	*****
	 
	 	 	Amended and Restated Letter Agreement No. 5, dated October 20, 2008 is
terminated in its entirety and replaced by the Second Amended and
Restated Letter No. 5 attached hereto.
	 
	6.	 	*****
	 
	 	 	In Paragraph 1 (iii) of Amended and Restated Letter Agreement No. 3,
reference to the year “*****” is deleted and replaced with the year
“*****”.
	 
	7.	 	*****
	 
	 	 	In Paragraph 13 of Letter Agreement No. 13, the word “*****” is
inserted immediately before the words “*****”.
	 
	8.	 	SPECIFICATION CHANGE NOTICE
	 
	 	 	In Paragraph 1.2 of Letter Agreement No. 6, the words “*****” are deleted and replaced with
“*****”.
	 
	9.	 	EFFECT OF AMENDMENT
	 
	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.







 




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





USA — Airbus A350 XWB Purchase Agreement

Amendment 4




			
	 	 	 
	CT0803167-AMD3-USA-A350
	 	CONFIDENTIAL AND PRIVILEGED






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Confidential Treatment Requested





	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 A350 XWB Purchase Agreement

Amendment 4




			
	 	 	 
	CT0803167-AMD3-USA-A350
	 	CONFIDENTIAL AND PRIVILEGED






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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 A350 XWB Purchase Agreement

Amendment 4




			
	 
	CT0803167-AMD3-USA-A350
	 	CONFIDENTIAL AND PRIVILEGED