<PAGE>
                                                                    Exhibit 10.1

Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted text has been marked with a triple asterisk
(`***') and has been filed separately with the Securities and Exchange
Commission.

                                 Amendment No.12

                    TO THE A319/A320/A321 PURCHASE AGREEMENT

                          dated as of October 31, 1997

                                     between

                                 AVSA, S.A.R.L.,

                                       And

                             US AIRWAYS GROUP, INC.

This Amendment No. 12 (hereinafter referred to as the "Amendment") entered into
as of March 29, 2003, by and between AVSA, S.A.R.L., a societe a responsabilite
limitee organized and existing under the laws of the Republic of France, having
its registered office located at 2, Rond Point Maurice Bellonte, 31700 Blagnac,
FRANCE (hereinafter referred to as the "Seller"), and US Airways Group, Inc., a
corporation organized and existing under the laws of the State of Delaware,
United States of America, having its executive offices located at 2345 Crystal
Drive, Arlington, VA 22227, U.S.A. (hereinafter referred to as the "Buyer");

WITNESSETH :

WHEREAS, the Buyer and the Seller entered into an Airbus A319/A320/A321 Purchase
Agreement, dated as of October 31, 1997, relating to the sale by the Seller and
the purchase by the Buyer of certain Airbus A319, A320 and A321 model aircraft
(the "Aircraft"), which agreement, together with all Exhibits, Appendices and
Letter Agreements attached thereto and as amended by Amendment No. 1 dated as of
June 10, 1998, Amendment No. 2 dated as of January 19, 1999, Amendment No. 3
dated as of March 31, 1999, Amendment No. 4 dated as of August 31, 1999,
Amendment No. 5 dated as of October 29, 1999, Amendment No. 6 dated as of April
19, 2000, Amendment No. 7 dated as of June 29, 2000, Amendment No. 8 dated as of
November 27, 2000, Amendment No. 9 dated as of December 29, 2000, Amendment No.
10 dated as of April 9, 2001, Amendment No. 11 dated as of July 17, 2002 and as
the same is hereby amended, is hereinafter called the "Agreement."





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<PAGE>

WHEREAS, the Buyer and the Seller have agreed to cancel the order for certain
Aircraft, and reschedule the delivery of certain other Aircraft and to amend
certain provisions of the Agreement.

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.

1.       ***

         ***
         ***

2.       DELIVERY

2.1      At the request of the Buyer, the Buyer and the Seller agree to ***
         ***

2.2      As a consequence of Paragraphs 1, and 2.1 above, the delivery schedule
         for Aircraft set forth in the Agreement is hereby deleted and replaced
         with Appendix A to this Amendment which incorporates Paragraphs 1 and
         2.1 above.

3.       TERMINATION

         The provisions of Clause 21.1.1 (6) are hereby deleted and replaced
         with the following:

         QUOTE

         (6)  The Buyer is in default of its obligation to make any Predelivery
              Payment pursuant to Clause 6.2 of this Agreement *** following the
              Seller's written notice to the Buyer to cure such default.

         UNQUOTE

4.       EFFECT OF AMENDMENT

         The provisions of this Amendment are binding on both parties upon
         execution hereof. 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

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<PAGE>

         Amendment.

         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.

5.       ASSIGNMENT

         This Amendment 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 Paragraph 5 will be void and
         of no force or effect. Notwithstanding the preceding sentence, the
         terms of Subclauses 19.3 and 19.4 of the Agreement will apply to this
         Amendment only to the extent this Amendment addresses matters that may
         be assigned in such Subclauses, and the terms of Subclauses 19.5 and
         19.6 of the Agreement will apply to this entire Amendment.

6.       GOVERNING LAW

         THIS AMENDMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
         LAWS OF THE STATE OF NEW YORK. THE PERFORMANCE OF THIS AMENDMENT WILL
         BE DETERMINED ALSO IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
         YORK. THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION
         ON THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS TRANSACTION.

7.       COURT APPROVALS

         The parties acknowledge and agree that the effectiveness of this
         Amendment, including, for the avoidance of doubt, any letter agreements
         hereto, is subject to and expressly conditioned upon assumption of the
         A319/A320/A321 Purchase Agreement as amended pursuant to the First
         Amended Joint Plan of Reorganization of US Airways Group, Inc. and its
         Affiliated Debtors and Debtors-in-Possession, as modified (the "Plan"),
         which Plan was confirmed by the United States Bankruptcy Court for the
         Eastern District of Virginia (the "Court") in the pending bankruptcy
         proceedings of US Airways Group, Inc. et al, as debtors (Case No.
         02-83984-SSM) on March 18, 2003, which assumption shall occur as of the
         Effective Date of the Plan.

8.       COUNTERPARTS

         This Amendment may be executed by the parties hereto in separate
         counterparts, each of which when so executed and delivered will be an
         original, but all such counterparts will together constitute but one
         and the same instrument.

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<PAGE>

         If the foregoing correctly sets forth our understanding, please execute
         this Amendment in the space provided below, whereupon, as of the date
         first above written, this Amendment will constitute part of the
         Agreement.

         Agreed and accepted                    Yours sincerely,

         US AIRWAYS GROUP, INC.                 AVSA, S.A.R.L.


         By: /s/ Jeffery A. McDougle            By: /s/ Marie-Pierre Merle-Beral


         Its: Vice President-Finance and       Its: Chief Executive Officer
              Treasurer
                                      4/5

<PAGE>

                          Exhibit A to Amendment No. 12

                    to the A319/A320/A321 Purchase Agreement

                          dated as of October 31, 1997

***


                                      5/5

<PAGE>


Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted text has been marked with a triple asterisk
(`***') and has been filed separately with the Securities and Exchange
Commission.

                             LETTER AGREEMENT NO. 1

                    To Amendment No. 12 dated March 29, 2003

US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re: Miscellaneous

Ladies and Gentlemen:

US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the "Seller"), have
entered into Amendment No. 12, dated as of even date herewith (the "Amendment"),
to the Airbus A319/A320/A321 Purchase Agreement dated as of October 31, 1997 as
amended from time to time (the "Agreement"), which Agreement 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 Letter Agreement No. 1 to the
Amendment (the "Letter Agreement") certain additional terms and conditions
regarding the purchase and 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.

Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of said Amendment, that the provisions of said Amendment 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, the
Amendment and this Letter Agreement have specific provisions which are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

                                      1/6

<PAGE>
1.       ***

         The Buyer and the Seller agree to amend the terms of *** pursuant to
         the Agreement as follows:

         (i)    The number of ***.

         (ii)   ***

         (iii)  The Buyer's rights with respect to any ***.

         (iv)   The Seller will ***.

2.       Additional Aircraft

         The Buyer and the Seller agree to reduce by a total of sixty-three (63)
         the number of Additional Aircraft under the Agreement, thereby leaving
         no Additional Aircraft. The Buyer and the Seller have no further rights
         and/or obligations with respect to Additional Aircraft.

3.       ***

         The Buyer and the Seller hereby agree that the provisions in respect
         of ***.


4.       ***

         The Buyer and the Seller hereby agree that the provisions of the
         Agreement in respect of the *** are no longer in force or effect. Any
         and all provisions relating to *** are hereby deleted and replaced with
         the new provisions of Paragraph 2 of Letter Agreement No. 2 to the
         Amendment dated as of the date hereof.

5.       A320 Aircraft Considerations

         The parties hereby agree that the provisions of Paragraph 4 of
         Amendment No. 4 to the Agreement are hereby cancelled and are no longer
         in force or effect. For avoidance of doubt, the parties hereto
         acknowledge and agree that the provisions of Paragraph 5 of Amendment
         No. 4 remain in full force and effect, that the ***.

6.       ***

         ***.




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<PAGE>

7.       Other Aircraft Transaction

         Subject to the Buyer and the Seller concluding an agreement as of the
         date hereof whereby Seller will cause to be manufactured and will sell
         and deliver to the Buyer and the Buyer will buy and take delivery of a
         total of ten (10) A330-200 aircraft, the Buyer hereby requests and the
         Seller agrees that *** in the said agreement between the Buyer and the
         Seller, such agreement to be documented in Amendment No. 6 to the
         A330/A340 Purchase Agreement dated as of November 24, 1998 between the
         Buyer and the Seller.

8.       ***

8.1      ***

8.2      Clause 6.2.2.1 of the Agreement is deleted and replace with the
         following:

         QUOTE

         6.2.2.1  Predelivery Payments for the Aircraft will be paid according
                  to the following schedule:

                  Payment Date                Percentage of Predelivery Payment
                                              Reference Price or Dollar Amount

                  ***                         ***


                  ***

         UNQUOTE

9.       ***

9.1      ***

9.2      The Buyer may at any time request from the Seller, and the Seller will
         provide to the Buyer as soon as possible, confirmation of the then
         prevailing Airbus catalogue price of any standard airframe which is the
         subject of this Agreement.

10.      CONVERSION RIGHTS

         Notwithstanding any provisions in the Agreement to the contrary, the
         Conversion Right provisions of Paragraph 1 in Letter Agreement No. 4 to
         the Agreement remain in effect for



                                      3/6

<PAGE>

         each Aircraft on firm order as of the date hereof.

11.      ***

11.1     ***

11.2     ***

11.3     ***

11.4     ***

11.5     Paragraphs 6.2 and 6.3 of Letter Agreement No. 1 to Amendment No. 11
         to the Agreement are hereby deleted and replaced with the following:

         QUOTE

         6.2   ***

         UNQUOTE

12.      ***

         ***

13.      ***

         ***

14.      ASSIGNMENT

         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 Paragraph 13 will
         be void and of no force or effect. Notwithstanding the preceding
         sentence, the terms of Subclauses 19.3 and 19.4 of the Agreement will
         apply to this Letter Agreement only to the extent this Letter Agreement
         addresses matters that may be assigned in such Subclauses, and the
         terms of Subclauses 19.5 and 19.6 of the Agreement will apply to this
         entire Letter Agreement.

 15.     COUNTERPARTS

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<PAGE>

         This Letter Agreement may be executed by the parties hereto in separate
         counterparts, each of which when so executed and delivered will be an
         original, but all such counterparts will together constitute but one
         and the same instrument.

         If the foregoing correctly sets forth our understanding, please execute
         the original and one (1) copy hereof in the space provided below and
         return a copy to the Seller.

                                              Very truly yours,

                                              AVSA, S.A.R.L.


                                              By:   /s/ Marie-Pierre Merle-Beral

                                              Its:  Chief Executive Officer

                                              Date:  March 29, 2003

         Accepted and Agreed

         US Airways Group, Inc.

         By:   /s/ Jeffery A. McDougle

         Its:  Vice President-Finance and Treasurer

         Date: March 29, 2003



                       Exhibit 1 to Letter Agreement No. 1
                    To Amendment No. 12 dated March 29, 2003

         ***



                                      5/6

<PAGE>


Portions of this exhibit have been omitted pursuant to a request for
confidential treatment. The omitted text has been marked with a triple asterisk
(`***') and has been filed separately with the Securities and Exchange
Commission.

                             LETTER AGREEMENT NO. 2

                    To Amendment No. 12 dated March 29, 2003

US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re: ***

Ladies and Gentlemen:

US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the "Seller"), have
entered into Amendment No. 12, dated as of even date herewith (the "Amendment"),
to the Airbus A319/A320/A321 Purchase Agreement dated as of October 31, 1997 as
amended from time to time (the "Agreement"), which Agreement 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 the said Agreement. The
Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2 to
the Amendment (the "Letter Agreement") certain additional terms and conditions
regarding the purchase and 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.

Both parties agree that this Letter Agreement will constitute an integral,
nonseverable part of said Amendment, that the provisions of said Amendment 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, the
Amendment and this Letter Agreement have specific provisions which are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.       ***

1.1      ***

                                      1/3

<PAGE>
1.2      ***

1.3      ***

1.4      ***

1.5      ***

2.       ***

2.1      ***

3.       ***

         ***

4.       ASSIGNMENT

         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 Paragraph 4 will be
         void and of no force or effect. Notwithstanding the preceding sentence,
         the terms of Subclauses 19.3 and 19.4 of the Agreement will apply to
         this Letter Agreement only to the extent this Letter Agreement
         addresses matters that may be assigned in such Subclauses, and the
         terms of Subclauses 19.5 and 19.6 of the Agreement will apply to this
         entire Letter Agreement.

5.       COUNTERPARTS

         This Letter Agreement may be executed by the parties hereto in separate
         counterparts, each of which when so executed and delivered will be an
         original, but all such counterparts will together constitute but one
         and the same instrument.

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<PAGE>

         If the foregoing correctly sets forth our understanding, please execute
         the original and one (1) copy hereof in the space provided below and
         return a copy to the Seller.

                                              Very truly yours,

                                              AVSA, S.A.R.L.


                                              By:   /s/ Marie-Pierre Merle-Beral

                                              Its:  Chief Executive Officer

                                              Date: March 29, 2003

         Accepted and Agreed

         US Airways Group, Inc.

         By:   /s/ Jeffery A. McDougle

         Its:  Vice President-Finance and Treasurer

         Date: March 29, 2003

                                      3/3