exv10w46



 





Exhibit 10.46



BOMBARDIER




	 	 	 
	 

	 	AEROSPACE
	 

	 	Bombardier Inc.
	 

	 	123 Garratt Boulevard, N17-27
	 

	 	Downsview, Ontario, Canada M3K 1Y5
	 

	 	www.bombardier.com
	 

	 	TEL 1 (416) 633-7310
	 

	 	FAX 1 (416) 375-4533






November 10, 2006

Ref. B06-7701-TB-0051L




Mr. J. Scott Kirby

President

US Airways Group, Inc.

111 W. Rio Salado Parkway

Tempe, AZ

85281





			
	Subject:	 	Global Settlement




Dear Mr. Kirby,



Further to the ongoing discussions between Bombardier Inc. (collectively, with its affiliated
entities, “Bombardier”) and US Airways Group, Inc. (collectively with its affiliated entities, “US
Airways”), and in consideration of the agreements set forth herein, Bombardier is prepared to (i)
amend that certain Master Purchase Agreement No. MPA-515 dated May 9, 2003 between Bombardier and
US Airways (as amended, the “US Airways MPA”) as herein set forth, and consent to the assumption of
the US Airways MPA, as modified by this letter agreement (the “Letter Agreement”), in the Chapter
11 Cases (defined below) and (ii) waive any cure amounts owed to it under the US Airways MPA in
connection with the assumption of such US Airways MPA, as modified by this Letter Agreement, and
further waive any cure amounts that may otherwise be due and owing in connection with the executory
contracts listed on Exhibit A hereto between Bombardier and US Airways assumed in the Chapter 11
Cases. To that end, each of Bombardier and US Airways hereby agrees as follows:





	1.0	 	Modification of US Airways MPA
	 
	 	 	US Airways shall assume the US Airways MPA, as modified and amended by this Letter
Agreement, and such assumption shall be deemed effective as of the effective date of the
Plan of Reorganization of US Airways confirmed in the Chapter 11 Cases by Order entered
therein on September 16, 2005. Provided that the Bombardier Claims (as defined herein) are
resolved in the manner set forth in Section 5 below, Bombardier agrees to waive any cure
amounts otherwise due and owing in connection with US Airways’ assumption of the US Airways
MPA, as modified and amended by this Letter Agreement. After the assumption of the US
Airways MPA, as modified and amended by this Letter Agreement, Bombardier and US Airways
shall amend and restate the US Airways MPA (as so amended and modified, the “Amended and
Restated MPA”), and
otherwise enter into such documentation as the parties shall agree, to reflect the
modifications and amendments provided for herein, and to otherwise reflect the agreements of
the parties incident thereto.





 









 






	 	A.	 	Existing US Airways Aircraft
	 
	 	 	 	Upon assumption of the US Airways MPA, as modified and amended by this Letter
Agreement, all obligations of US Airways to purchase and take delivery of the
forty-two (42) “Firm Aircraft” remaining undelivered under the US Airways MPA, and
the rights of US Airways to purchase and take delivery of the ninety (90)
“Reconfirmable Aircraft” and the ninety-four (94) “Option Aircraft” thereunder, and
all obligations of Bombardier to manufacture and deliver the “Firm Aircraft,” the
“Reconfirmable Aircraft” and the “Option Aircraft”, shall be deemed terminated, and
neither party shall have any further obligations, rights, claims, or causes of
action regarding the “Firm Aircraft,” “Reconfirmable Aircraft” and “Option
Aircraft,” (except as Purchase Right Aircraft, as set forth below, and their
respective obligations with respect thereto), whether arising under the US Airways
MPA or otherwise, except that Bombardier shall be entitled to an allowed general
unsecured claim in the amount of US$135 million (the “MPA Claim”) in the Chapter 11
Cases on account of Bombardier’s timely filed proof of claim dated February 2, 2005
(Claim No. 4328), as more specifically provided for in Section 5.0 below.
	 
	 	B.	 	Purchase Right Aircraft
	 
	 	 	 	The US Airways MPA will be amended to provide US Airways with new Purchase Right
Aircraft as provided herein. Upon assumption of the US Airways MPA, as modified and
amended by this Letter Agreement, US Airways shall have the right to purchase a
total of up to ** Bombardier CRJ 200/700/900 series aircraft (the “Purchase Right
Aircraft”), as US Airways shall from time to time elect during the Purchase Right
Period (as defined below); provided, however, that Bombardier shall have no
obligation to continue or recommence manufacturing any particular type of such
Purchase Right Aircraft (i.e. CRJ 200, 700 or 900 aircraft) during the Purchase
Right Period solely to have such aircraft type available for US Airways in the event
US Airways shall elect to exercise its right to purchase such type of Purchase Right
Aircraft, and Bombardier shall retain the right to continue or to discontinue
manufacturing each type of Purchase Right Aircraft, in its sole discretion and
without liability to US Airways, prior to any Purchase Right Aircraft becoming a New
Firm Aircraft (as defined herein). Other than the Purchase Right Aircraft described
herein, all rights of US Airways, and obligations of Bombardier, with respect to the
purchase and delivery of CRJ aircraft under the US Airways MPA shall be deemed
terminated and cancelled upon the assumption of the US Airways MPA, as modified and
amended by this Letter Agreement, such aircraft having been converted to the
Purchase Right Aircraft hereby.
	 
	 	 	 	US Airways shall have the right to purchase some or all of the Purchase Right
Aircraft from time to time during a period of five (5) years (the “Purchase Right
Period”) commencing upon the date of execution of the Amended and Restated MPA. The
delivery position for any Purchase Right Aircraft ordered by US





**Confidential Treatment Requested.




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	 	 	 	Airways shall be
“subject to availability.” To that end, at such time or times during the Purchase
Right Period as US Airways wishes to purchase any or all of the Purchase Right
Aircraft, US Airways shall deliver a written notice thereof to Bombardier, which
notice shall include the number of Purchase Right Aircraft that US Airways then
wishes to purchase, and the requested delivery position for each of such Purchase
Right Aircraft (the “Airways Notice”). Within ten (10) business days after the
receipt of the Airways Notice, Bombardier shall advise US Airways in writing of the
approximate delivery positions available for such requested Purchase Right Aircraft
(the “Bombardier Notice”). Bombardier shall endeavor to accommodate the delivery
positions requested by US Airways in the applicable Airways Notice, but shall not be
obligated to accept any delivery positions requested by US Airways in the Airways
Notice. Promptly (but in all events not later than ten (10) business days) after
its receipt of the Bombardier Notice setting forth the proposed delivery positions
for the requested Purchase Right Aircraft, US Airways shall advise Bombardier in
writing (the “US Airways Response”) which, if any, of the delivery positions
relative to such requested Purchase Right Aircraft are acceptable to US Airways,
whereupon such Purchase Right Aircraft shall become “firm” aircraft (each such
aircraft, a “New Firm Aircraft”) under the US Airways MPA, as modified and amended
by this Letter Agreement, and, subject to Bombardier and US Airways reaching
agreement on the pricing, optional features, pre-delivery deposits and all other
terms and conditions incident to the purchase and sale of such New Firm Aircraft,
Bombardier shall be obligated to manufacture and deliver, and US Airways shall be
obligated to purchase and take delivery of, such New Firm Aircraft. Upon any
Purchase Right Aircraft becoming a New Firm Aircraft, US Airways shall deliver US$**
to Bombardier as a pre-delivery deposit against the purchase price for such New Firm
Aircraft. ** The parties further acknowledge and agree that the Amended and Restated
MPA shall not include any financing or trade-in rights with respect to the Purchase
Right Aircraft.
	 
	 	 	 	In the event that the delivery positions available for any of the requested Purchase
Right Aircraft, as provided for by Bombardier in any Bombardier Notice delivered in
response to any Airways Notice, are not acceptable, US Airways shall so advise
Bombardier in writing within ten (10) business days of its receipt of the applicable
Bombardier Notice (which advice may be included in any applicable US Airways
Response), whereupon neither Bombardier nor US Airways shall have any obligation
with respect to the purchase and delivery of such Purchase Right Aircraft pursuant
to the proffered Airways Notice; provided, however, that the aggregate number of
Purchase Right Aircraft thereafter remaining available to US Airways during the
Purchase Right Period shall not be reduced by any
Purchase Right Aircraft requested by US Airways that do not become New Firm
Aircraft.
	 
	 	 	 	Any Purchase Right Aircraft that shall not have been requested for purchase by US
Airways pursuant to an Airways Notice delivered prior to the expiration of the
Purchase Right Period (and thereafter converted to New Firm Aircraft as provided





**Confidential Treatment Requested.




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	 	 	 	for above) shall no longer be available to US Airways under the Amended and Restated
MPA.
	 
	 	C.	 	No Financing Assistance For Aircraft
	 
	 	 	 	Upon assumption of the US Airways MPA, as modified and amended by this Letter
Agreement, Bombardier shall not be obligated to provide any Financing Assistance of
any kind, ** in connection with any CRJ Aircraft (including the Purchase Right
Aircraft), whether delivered or undelivered as of the date hereof, under the US
Airways MPA or the Amended and Restated MPA.






	2.0	 	Predelivery Payments
	 
	 	 	Within five (5) business days after entry of a final order of the Bankruptcy Court
authorizing and approving the terms of this Letter Agreement, all pre-delivery payments
currently held by Bombardier, in the amount of $**, shall be returned to US Airways.
	 
	3.0	 	Waiver of Reclamation Demand
	 
	 	 	Bombardier hereby agrees to waive its reclamation demand made upon US Airways on September
22, 2004, and agrees to waive the payment of any administrative expenses Bombardier may be
entitled to pursuant to sections 546(c)(2) and 503(b) of the Bankruptcy Code as a result of
such reclamation demand being made in the Chapter 11 Cases of US Airways, Inc, et al (Case
No. 04-13819) filed in the United States Bankruptcy Court of the Eastern District of
Virginia (the “Chapter 11 Cases”).
	 
	4.0	 	Waiver of Cure Amounts
	 
	 	 	In addition to waiving any cure amounts that may be due and owing in connection with the
assumption of the US Airways MPA, as modified and amended by this Letter Agreement, as
provided for in Section 1.0 above, Bombardier hereby further agrees to waive any cure
payments that may otherwise be due and owing in connection with any other executory contract
listed on Schedule A attached hereto that US Airways may seek to assume under section 365 of
the Bankruptcy Code in the Chapter 11 Cases.
	 
	5.0	 	Resolution of Proofs of Claim Filed by Bombardier
	 
	 	 	Bombardier and US Airways further agree to resolve all remaining claims of Bombardier
asserted against US Airways in the Chapter 11 Cases, including, without limitation, those
claims asserted pursuant to Proofs of Claim Nos. 4324, 4325, 4326, 4327, 4328, 4329, and
4330 (the “Bombardier Claims”). Specifically, Bombardier and US Airways agree
that the order of the Bankruptcy Court approving this Letter Agreement and the assumption of
the US Airways MPA, as modified and amended by this Letter Agreement, shall (i) permit
Bombardier to set-off (and cancel) credit notes and memoranda issued to US Airways by
Bombardier in the total aggregate amount of US$** million against US$** million in
pre-petition spare parts and equipment receivables owed to Bombardier by US Airways, (ii)
grant to Bombardier a total





**Confidential Treatment Requested.




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	 	 	 	aggregate allowed general unsecured claim in full satisfaction
of the Bombardier Claims in the amount of US$147.5 million (inclusive of the MPA Claim) (the
“Allowed Claim Amount”), which allowed claim shall not thereafter be subject to any defense,
reduction, set off or counterclaim and (iii) permit Bombardier to receive its distribution
on account of the Allowed Claim Amount on the next scheduled Distribution Date, which is
scheduled for January 2007.
	 
	 	6.0	 	Creditors’ Committee Approval; Bankruptcy Court Approval
	 
	 	 	 	The parties’ agreements hereunder are subject to (i) the consent of the post-effective date
committee of unsecured creditors to the terms and conditions of this Letter Agreement and
(ii) the entry of an order (in a form reasonably acceptable to US Airways and Bombardier)
authorizing and approving the terms and conditions of this Letter Agreement and the
assumption of the US Airways MPA, as modified and amended by this Letter Agreement, in each
case no later than December 14, 2006.




This Letter Agreement shall constitute the entire agreement of the parties with respect to the
subject matters addressed herein, and supersedes any prior offer or undertaking, including, without
limitation Bombardier’s offer letter to US Airways dated February 27, 2006 (ref. B06-7701-TB-0046),
and any amendments thereto relative to such matters.




	 	 	 
	Yours very truly,
	 	 
	Bombardier Inc.
	 	 
	 
	 	 
	/s/ Ross Gray

	 	/s/ Thomas Bell
	 

	 	 
	Ross Gray

	 	Thomas Bell
	Director, Contracts

	 	Manager, Contracts
	Bombardier Aerospace-Regional Aircraft

	 	Bombardier Aerospace-Regional Aircraft
	 
	 	 
	Agreed and Accepted
	 	 
	US Airways Group, Inc.
	 	 
	 
	 	 
	/s/ J. Scott Kirby
 


	 	 
	Name: J. Scott Kirby
	 	 
	Title: President
	 	 
	Date:
	 	 






**Confidential Treatment Requested.




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Exhibit A





	1.	 	Sale of Goods and Services Agreement No. SOG-023 between Bombardier Inc., as
represented by Bombardier Aerospace Regional Aircraft and Piedmont Airlines, Inc.
	 
	2.	 	Data License Agreement No. DAT-1146 between Bombardier Inc. represented by
Bombardier Aerospace Regional Aircraft and US Airways Group, Inc.
	 
	3.	 	License Agreement for CRJ200 Flight CBT No. MIS-0657 between Bombardier Inc.
represented by Bombardier Aerospace Regional Aircraft and US Airways Group, Inc.






A-1