exv10w94






Exhibit 10.94




Confidential Treatment Requested




Amendment No. 6




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. 6 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
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 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, Amendment No. 4 dated as of August 11, 2009 and Amendment No. 5 dated
as of October 2, 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 to convert certain Aircraft as notified on ***** by the
Buyer in accordance with the terms of the Agreement;



WHEREAS, the Buyer and *****;



WHEREAS, the Seller and *****;



WHEREAS, the Buyer and the Seller agree to reschedule the deliveries of certain Airbus single-aisle
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:






 




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





CT0803167-AMD6-USA-A320




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Confidential Treatment Requested




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.



2. CONVERSION



Pursuant to the terms of Amended and Restated Letter Agreement No. 3 to the Agreement, the Buyer
has irrevocably exercised its right to make certain model conversions as follows:





	2.1	 	one (1) New A319 Aircraft with ***** is converted to one (1) Converted New A320 Aircraft.
	 
	2.2	 	one (1) New A319 Aircraft with ***** is converted to one (1) Converted New A321 Aircraft.
	 
	2.3	 	three (3) New A320 Aircraft with ***** are converted to three (3) Converted New A321
Aircraft.
	 
	2.4	 	Exhibit B to Amendment No. 5 to the Agreement is deleted in its entirety and replaced with
Exhibit B attached to this Amendment summarizing conversions as of the date hereof.




3. DELIVERY SCHEDULE





	3.1	 	The Seller and the Buyer agree to defer by ***** the Scheduled Delivery Month of (i)
thirty-four (34) Aircraft with Scheduled Delivery Months from and including ***** and (ii)
twelve (12) Aircraft with Scheduled Delivery Months from and including ***** (each a “Deferred
Aircraft”).
	 
	3.2	 	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








 




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





CT0803167-AMD6-USA-A320




PRIVILEGED AND CONFIDENTIAL




2/10









 





Confidential Treatment Requested




	 	 	 	 	 	 	 	 	 	 	 
	Rank	 	*****	 	Aircraft	 	*****	 	*****	 	Year
	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
	 	*****
	 	New A319 Aircraft
	 	*****
	 	*****
	 	2011
	29
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2011
	30
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2011
	31
	 	*****
	 	New A319 Aircraft
	 	*****
	 	*****
	 	2011
	32
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2011
	33
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2011
	34
	 	*****
	 	New A319 Aircraft
	 	*****
	 	*****
	 	2011
	35
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2011
	36
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2011
	37
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2011
	38
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2011
	39
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2011
	40
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2012
	41
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2012
	42
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2012
	43
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2012
	44
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2012
	45
	 	*****
	 	New A319 Aircraft
	 	*****
	 	*****
	 	2012
	46
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2012
	47
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2012
	48
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2012
	49
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2012
	50
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2012
	51
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2012
	52
	 	*****
	 	Converted New A320 Aircraft
	 	*****
	 	*****
	 	2013








 




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





CT0803167-AMD6-USA-A320




PRIVILEGED AND CONFIDENTIAL




3/10









 





Confidential Treatment Requested




	 	 	 	 	 	 	 	 	 	 	 
	Rank	 	*****	 	Aircraft	 	*****	 	*****	 	Year
	53
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2013
	54
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2013
	55
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2013
	56	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2013
	57
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2013
	58	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2013
	59	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2013
	60	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2013
	61
	 	*****
	 	Converted New A321 Aircraft
	 	*****
	 	*****
	 	2013
	62
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	*****
	 	2013
	63
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2013
	64
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2013
	65
	 	*****
	 	Converted Original A321 Aircraft
	 	*****
	 	*****
	 	2013
	66
	 	*****
	 	Converted Original A321 Aircraft
	 	*****
	 	*****
	 	2013
	67
	 	*****
	 	Converted New A321 Aircraft
	 	*****
	 	*****
	 	2013
	68
	 	*****
	 	Converted New A320 Aircraft
	 	*****
	 	*****
	 	2014
	69
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2014
	70
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2014
	71
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2014
	72
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2014
	73
	 	*****
	 	Converted New A320 Aircraft
	 	*****
	 	*****
	 	2014
	74
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2014
	75
	 	*****
	 	Converted New A321 Aircraft
	 	*****
	 	*****
	 	2014
	76
	 	*****
	 	Converted New A321 Aircraft
	 	*****
	 	*****
	 	2014
	77
	 	*****
	 	Converted New A321 Aircraft
	 	*****
	 	*****
	 	2014
	78
	 	*****
	 	Converted New A321 Aircraft
	 	*****
	 	*****
	 	2014
	79
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2014
	80
	 	*****
	 	New A319 Aircraft
	 	*****
	 	*****
	 	2014
	81
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2014
	82
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2014
	83
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2014
	84
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2014
	85
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2014
	86
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2015
	87
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2015
	88
	 	*****
	 	New A319 Aircraft
	 	*****
	 	*****
	 	2015
	89
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2015
	90
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2015
	91
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2015
	92
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2015
	93
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2015








 




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





CT0803167-AMD6-USA-A320




PRIVILEGED AND CONFIDENTIAL




4/10









 





Confidential Treatment Requested




	 	 	 	 	 	 	 	 	 	 	 
	Rank	 	*****	 	Aircraft	 	*****	 	*****	 	Year
	94
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2015
	95
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2015
	96
	 	*****
	 	New A320 Aircraft
	 	*****
	 	*****
	 	2015
	97
	 	*****
	 	New A321 Aircraft
	 	*****
	 	*****
	 	2015





UNQUOTE





	4.	 	*****




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 between QUOTE and UNQUOTE:



QUOTE




	 	 	 	 	 	 	 	 	 
	 	 	*****	 	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
	 	*****
	 	2013
	11
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2013
	12
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2013
	13
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2013
	14
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2013
	15
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2013
	16
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2013
	17
	 	*****
	 	Converted Original A320 Aircraft
	 	*****
	 	2013
	18
	 	*****
	 	Converted Original A321 Aircraft
	 	*****
	 	2013
	19
	 	*****
	 	Converted Original A321 Aircraft
	 	*****
	 	2013





UNQUOTE





	5.	 	PREDELIVERY PAYMENT
	 
	 	 	In consideration of the rescheduling described in Paragraph 3 above and subject to the
provisions of this Paragraph 5 the *****.







 




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





CT0803167-AMD6-USA-A320




PRIVILEGED AND CONFIDENTIAL




5/10









 





Confidential Treatment Requested





	6.	 	*****
	 
	6.1	 	*****
	 
	6.2	 	*****
	 
	6.3	 	*****
	 
	7.	 	*****
	 
	7.1	 	Paragraph 5.1 of Amended and Restated Letter Agreement No. 5 to the Agreement is hereby
amended by adding the following immediately after the table at the end thereof:




QUOTE





	 	 	*****
	 
	 	 	UNQUOTE
	 
	7.2	 	In Clause 12.1.8 (v) (b) the words “*****” are deleted and replaced with “*****”.
	 
	8.	 	*****
	 
	 	 	In Paragraphs 2 and 3 of Amended and Restated Letter Agreement No. 5 to the Agreement the
words “*****” are deleted in each and every instance and replaced with the words “*****” and
the words “*****” are added immediately after each and every instance of the words “*****”.
	 
	9.	 	*****
	 
	9.1	 	*****
	 
	9.2	 	Paragraph 6 of Amendment No. 2 to the Agreement is hereby amended by adding the following
immediately prior to the word “*****”:




QUOTE





	 	 	, on the last Working Day of such month,




UNQUOTE






 




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





CT0803167-AMD6-USA-A320




PRIVILEGED AND CONFIDENTIAL




6/10









 





Confidential Treatment Requested





	10.	 	REVISION SERVICE
	 
	 	 	Paragraph 2.1 of Letter Agreement No. 7 is deleted in its entirety and replaced with the
following between QUOTE and UNQUOTE:
	 
	 	 	QUOTE
	 
	 	 	In Clause 14.5 of the Agreement the words “*****” are deleted and replaced with the words
“*****”.
	 
	 	 	UNQUOTE
	 
	11.	 	*****
	 
	 	 	In the second sentence of Paragraph 2.8 of Letter Agreement No. 7 the
words “*****” are deleted and replaced with “*****”.
	 
	12.	 	*****
	 
	 	 	Paragraph 2.5 of Letter Agreement No. 7 is deleted in its entirety and
replaced with the following:
	 
	 	 	QUOTE
	 
	 	 	*****
	 
	 	 	UNQUOTE
	 
	13.	 	*****
	 
	14.	 	SPECIFICATION CHANGE NOTICES 
	 
	 	 	In Paragraph 2.4 of Letter Agreement No. 6, the words “*****” are deleted and replaced with
“*****”.
	 
	15.	 	*****
	 
	 	 	*****







 




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





CT0803167-AMD6-USA-A320




PRIVILEGED AND CONFIDENTIAL




7/10









 





Confidential Treatment Requested





	16.	 	EFFECT OF AMENDMENT
	 
	16.1	 	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.
	 
	16.2	 	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.
	 
	17.	 	CONFIDENTIALITY
	 
	 	 	This Amendment is subject to the confidentiality provisions set forth in Clause 22.7 of the
Agreement.
	 
	18.	 	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.





CT0803167-AMD6-USA-A320




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8/10









 





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.





CT0803167-AMD6-USA-A320




PRIVILEGED AND CONFIDENTIAL




 









 





Confidential Treatment Requested




Exhibit B




Conversion Schedule


*****






 




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





CT0803167-AMD6-USA-A320




PRIVILEGED AND CONFIDENTIAL.