Exhibit 10.1
         Amendment société par actions simplifiée, Seller Buyer
  Agreement
    **Confidential Treatment Requested.
 USA  Amendment No. 3 to 
Amended and Restated Airbus A320 Family Purchase AgreementPRIVILEGED AND CONFIDENTIAL




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1.
    
    TERMINATION1.1
    
    Paragraph 21.1 (6) of the Agreement is revised to read as set forth between the QUOTE and
UNQUOTE below:QUOTE
 (6)
    
    Except as provided in Paragraph 21.1 (11), the Buyer or any of its respective
Affiliates fails to **.
 UNQUOTE1.2
    
    Paragraph 21.1 (9) of the Agreement is revised to read as set forth between the QUOTE and
UNQUOTE below:QUOTE
 (9)
    
    Except as provided in Paragraph 21.1 (11), the Buyer or any of its Affiliates
defaults in the observance or performance of any other covenant, undertaking or
obligation contained in this Agreement or any other material agreement between the
Buyer or its Affiliates, on the one hand, and the Seller or its Affiliates on the other
hand, provided that, if such breach or default is capable of being cured, and such
breach or default is not cured within any specified cure period, **, and **, and
provided further that if any such covenant, undertaking or obligation is **.UNQUOTE
 1.3
    
    New Paragraph 21.1 (11) is added to the Agreement as set forth between the QUOTE and UNQUOTE
below:QUOTE
 (11)
    
    For so long as any Affiliate of the Seller is a Lender under the Loan Agreement
[Spare Parts], dated as of October 20, 2008 among the Buyer, General Electric Capital
Corporation, as Administrative Agent; General Electric Capital Corporation, as
Collateral Agent; General Electric Capital Corporation as original Lender; and the
Lenders (the Spares Loan Agreement), there shall be an Event of Default under
any provision of Section ** (other than an Event of Default arising solely under
Section ** or ** thereof) of the Spares Loan Agreement.Capitalized terms used in this Subclause (11) and not otherwise defined in
this Agreement shall have the meaning as set forth in the Spares Loan
Agreement.
 UNQUOTE
 **Confidential Treatment Requested.
 USA  Amendment No. 3 to 
Amended and Restated Airbus A320 Family Purchase AgreementPRIVILEGED AND CONFIDENTIAL
  Page 2 of 4




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2.
    
    EFFECT OF AMENDMENT2.1
    
    Upon execution, 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.2.2
    
    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.3.
    
    CONFIDENTIALITYThis Amendment is subject to the confidentiality provisions set forth in Clause 22.7 of the
Agreement.4.
    
    COUNTERPARTSThis 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 Treatment Requested.
 USA  Amendment No. 3 to 
Amended and Restated Airbus A320 Family Purchase AgreementPRIVILEGED AND CONFIDENTIAL
  Page 3 of 4




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US AIRWAYS, INC.
    
    
    
    AIRBUS S.A.S.By:
    
    /s/ Thomas T. Weir

Its: Vice President and Treasurer
    
    
    
    By:
    
    /s/ Christopher Mourey

Its: Senior Vice President Contracts
 USA  Amendment No. 3 to 
Amended and Restated Airbus A320 Family Purchase AgreementPRIVILEGED AND CONFIDENTIAL