exv10w93






Exhibit 10.93




Confidential Treatment Requested




Amendment No. 5




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. 5 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 October
2, 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 agreement, 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, Amendment No. 3
dated as of January 16, 2009 and Amendment No. 4 dated as of August 11, 2009 (the
"Agreement”) relates to the sale by the Seller and the purchase by the Buyer of certain
Airbus single-aisle aircraft; and



WHEREAS, the Buyer and the Seller agree to reschedule certain Airbus single-aisle aircraft.



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.





090924-CT0803167-AMD5-USA-A320




 









 





Confidential Treatment Requested





	2.	 	DELIVERY SCHEDULE
	 
	2.1	 	The Aircraft with ***** are rescheduled from *****, respectively to *****, respectively.
	 
	2.2	 	The Aircraft with ***** are rescheduled from *****, respectively to *****, respectively.
	 
	2.3	 	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 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
	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








 




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





090924-CT0803167-AMD5-USA-A320




 









 





Confidential Treatment Requested




	 	 	 	 	 	 	 	 	 	 	 
	Rank	 	*****	 	Aircraft	 	*****	 	*****	 	Year
	32
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2010
	33
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2010
	34
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2010
	35
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2010
	36
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2010
	37
	 	*****
	 	Converted New A321 Aircraft
	 	*****
	 	*****
	 	2010
	38
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2010
	39
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2010
	40
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2010
	41
	 	*****
	 	Converted Original A321 Aircraft
	 	*****
	 	*****
	 	2010
	42
	 	*****
	 	Converted Original A321 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
	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








 




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





090924-CT0803167-AMD5-USA-A320




 









 





Confidential Treatment Requested




	 	 	 	 	 	 	 	 	 	 	 
	Rank	 	*****	 	Aircraft	 	*****	 	*****	 	Year
	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



3.   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:




	 	 	 	 	 	 	 	 	 
	 	 	*****	 	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








 




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





090924-CT0803167-AMD5-USA-A320




 









 





Confidential Treatment Requested




	 	 	 	 	 	 	 	 	 
	 	 	*****	 	Aircraft	 	*****	 	Year
	13
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2010
	14
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2010
	15
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2010
	16
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2010
	17
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2010
	18
	 	*****
	 	Converted Original A321 Aircraft
	 	*****
	 	2010
	19
	 	*****
	 	Converted Original A321 Aircraft
	 	*****
	 	2010







	4.	 	CONVERSION
	 
	 	 	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.
	 
	5.	 	EFFECT OF AMENDMENT
	 
	5.1	 	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.
	 
	5.2	 	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.
	 
	6.	 	CONFIDENTIALITY




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





	7.	 	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.





090924-CT0803167-AMD5-USA-A320




 









 




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.





090924-CT0803167-AMD5-USA-A320




 









 





Confidential Treatment Requested




Exhibit B




Conversion Schedule


*****






 




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





090924-CT0803167-AMD5-USA-A320




PRIVILEGED AND CONFIDENTIAL