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EMBRAER 190
 AMENDED AND RESTATED PURCHASE AGREEMENT DCT-021/03
 between
 EMBRAER  EMPRESA BRASILEIRA
 DE AERONÁUTICA S.A.
 and
 US AIRWAYS GROUP, INC.




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INDEX
 ARTICLE
    
    PAGE1. DEFINITIONS
    
    
    42. SUBJECT
    
    
    73. PRICE
    
    
    74. PAYMENT
    
    
    75. DELIVERY
    
    
    86. CERTIFICATION
    
    
    97. ACCEPTANCE AND TRANSFER OF OWNERSHIP
    
    
    98. STORAGE CHARGE
    
    
    109. DELAYS IN DELIVERY
    
    
    1110. INSPECTION AND QUALITY CONTROL
    
    
    1311. CHANGES
    
    
    1312. WARRANTY
    
    
    1413. PRODUCT SUPPORT PACKAGE
    
    
    1414. ASSIGNMENT
    
    
    1415. RESTRICTIONS AND PATENT INDEMNITY
    
    
    1516. MARKETING PROMOTIONAL RIGHTS
    
    
    1517. TAXES
    
    
    1518. APPLICABLE LAW
    
    
    1619. JURISDICTION
    
    
    1620. TERMINATION
    
    
    1621. PURCHASE OF OPTION AIRCRAFT
    
    
    1722. INDEMNITY
    
    
    1823. NOTICES
    
    
    1824. CONFIDENTIALITY
    
    
    1925. SEVERABILITY
    
    
    1926. NON-WAIVER
    
    
    2027. INTEGRATED AGREEMENT
    
    
    2028. NEGOTIATED AGREEMENT
    
    
    2029. COUNTERPARTS
    
    
    2030. ENTIRE AGREEMENT
    
    
    20
 ATTACHMENTS
 A
    
    **B
    
    **C
    
    **D
    
    **E
    
    **
 
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AMENDED AND RESTATED PURCHASE AGREEMENT DCT  021/03
  In re US Airways, et al.
     
 RESTATEMENT:
    Amended and Restated Purchase Agreement DCT-021/03
    
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1.
    
    DEFINITIONSFor the purpose of this Agreement, the following definitions are hereby adopted by the Parties
and, unless otherwise expressly provided, the singular includes the plural, the masculine
includes the feminine and neutral genders:
 1.1 Actual Delivery
Date
    
    shall mean, with respect to each Aircraft, the date on which
Buyer obtains title to that Aircraft in accordance with
Article 7 hereof.1.2 Additional Aircraft
    
    shall be the thirty-two (32) EMBRAER 190 Aircraft with
deliveries scheduled to occur pursuant to Article 1.2 of
Attachment E.1.3 ADs
    
    shall mean Airworthiness Directives issued by either the CTA
or the Air Authority, in connection with and with respect to any Aircraft.1.4 Agreement or
Purchase Agreement
    
    shall mean this Amended and Restated Purchase Agreement
DCT-021/03, as amended, supplemented or otherwise modified in
accordance with Article 30 and includes all attachments and
schedules hereto.1.5 Air Authority
    
    shall mean the Federal Aviation Administration (FAA) in the
United States or such other office of the United States that
shall succeed to its functions.1.6 Aircraft Basic
Price
    
    shall mean the unit Aircraft price, as defined in Article 3.1.1.7 Aircraft Purchase
Price
    
    shall mean the Aircraft price, effective on the relevant
Aircraft Contractual Delivery Month, resulting from the
application of the relevant Escalation Formula to the
Aircraft Basic Price as set forth in Article 3.3.1.8 Aircraft
    
    shall mean each of the EMBRAER 190 Aircraft and, where there
is more than one of such Aircraft, each of them. Aircraft
shall include Initial Aircraft, Additional Aircraft and
Option Aircraft unless the context requires otherwise.1.9 Business Day(s)
    
    shall mean a day on which banks are open for business in São
José dos Campos, São Paulo, Rio de Janeiro, New York, New
York, USA, and Phoenix, Arizona, USA.
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1.10 Buyer
    
    shall mean US Airways Group, Inc., a company with its
corporate address at 4000 East Sky Harbor Boulevard, Phoenix,
AZ, 85034, United States of America or any assignee that is
assigned the right to purchase an Aircraft prior to its
delivery in accordance with Article 14 hereof.1.11 Contractual
Delivery Month
    
    shall mean the delivery month referred to in Attachment E to
this Agreement.1.12 CTA
    
    shall mean the Aerospace Technical Center of the Brazilian
Ministry of Aeronautics, or such other office of Brazil that
shall succeed to its functions.1.13 Day(s)
    
    shall mean natural calendar day(s).1.14 EMBRAER 190
Aircraft
    
    shall mean each of the ERJ 190-100 IGW model aircraft
manufactured by Embraer according ** (which, although not
attached hereto, is incorporated herein by reference) and the
Aircraft Specific Configuration, Finishing and Registration
Marks described in Attachment A, for sale to Buyer pursuant
to this Agreement, equipped with two GE CF34-10E6 model
engines manufactured by General Electric Company (or, where
there is more than one of such aircraft, each of such
aircraft).1.15 Embraer
    
    shall mean Embraer  Empresa Brasileira de Aeronáutica S.A.,
a Brazilian corporation with its principal place of business
at Av. Brigadeiro Faria Lima, 2170  Putim, São José dos
Campos, São Paulo, Brazil.1.16 Escalation
Formula
    
    shall mean the escalation formula contained in Attachment D
for the Aircraft.1.17 FAR
    
    shall mean the Federal Aviation Regulations of the Air
Authority.1.18  Initial Aircraft
    
    shall be the twenty-five (25) EMBRAER 190 Aircraft with
deliveries scheduled to occur pursuant to Article 1.1 of
Attachment E.1.19 Initial Deposit
    
    shall mean the initial ** deposit referred to in Article
4.1.1 hereof.1.20 Letter Agreement
DCT-022/03
    
    shall mean the Amended and Restated Letter Agreement
DCT-022/03 dated as of the date hereof.
 
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1.21 LIBOR
    
    shall mean the offered rate for deposits in US dollars, which
appears on the Reuters Screen LIBO Page as of 11:00 a.m.,
London time, on the day that is two (2) Business Days before
the first day of a period, as applied on a pro rata basis
based on a year of 360 days.1.22 Major Changes
    
    shall mean the changes to the design of the Aircraft, as
defined in Article 11.2.2 hereof.1.23 Mandatory
Service Bulletins
    
    shall mean service bulletins applicable to the Aircraft that
are issued by Embraer to implement the ADs referred to under
Article 11.4 herein.1.24 Minor Changes
    
    shall mean the changes to the design of the Aircraft defined
as per the terms and conditions of Article 11.2.1 hereof.1.25 Option Aircraft
Basic Price
    
    shall mean the unit price of the Option Aircraft, as per the
terms and conditions of Article 21.3 hereof.1.26 Option Aircraft
Contractual Delivery
Month
    
    shall mean the delivery schedule of the Option Aircraft
referred to in Attachment E to this Agreement.1.27 Option Aircraft
Initial Deposit
    
    shall mean the initial deposit referred to under Article 21.7.1.28 Option Aircraft
Purchase Price
    
    shall mean the escalated price of the Option Aircraft, as per
the terms and conditions of Article 21.4 hereunder.1.29 Option Aircraft
    
    shall be the EMBRAER 190 Aircraft that Buyer shall have the
option to purchase as per the terms of Article 21 hereof.1.30 Parties
    
    shall mean Embraer and Buyer.1.31 Product Support
Package
    
    shall mean the products and Services to be provided by
Embraer as per Article 13 herein.1.32 Scheduled
Delivery Date
    
    shall have the meaning provided in Section 7.1.1.33 Scheduled
Inspection Date
    
    shall have the meaning provided in Section 7.1.1.34 Services
    
    shall mean the familiarization and on-site support for the
Aircraft, part of the Product Support Package, as specified
in Attachment B.
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1.35 Technical
Publications
    
    shall mean the technical documentation pertaining and related
to the Aircraft as listed in Exhibit 1 to Attachment B.1.36 USD or US$
    
    shall mean the legal currency of the United States of America.1.37 Working Day(s)
    
    shall mean a day, other than Saturday, Sunday or holiday, on
which Embraer in São José dos Campos, SP, Brazil is open for
business.
 2.
    
    SUBJECTSubject to the terms and conditions of this Agreement including but not limited to Attachment
E hereto:2.1
    
    Embraer shall sell and deliver and Buyer shall purchase and take delivery of twenty-five (25)
Initial Aircraft and thirty-two (32) Additional Aircraft;2.2
    
    Embraer shall provide to Buyer the Services and the Technical Publications;2.3
    
    Buyer shall have the option to purchase up to fifty (50) Option Aircraft, in accordance with
Article 21 hereof.3.
    
    PRICE3.1
    
    Buyer agrees to pay Embraer, in United States dollars, the following unit Aircraft Basic
Price **.
 EMBRAER 190 Initial Aircraft
    
    US$**EMBRAER 190 Additional Aircraft
    
    US$**
 3.2
    
    The Services and Technical Publications are to be ** . Additional technical publications as
well as other services shall be billed to Buyer in accordance with Embraers rates prevailing
at the time Buyer places a purchase order for such additional technical publications or other
services.3.3
    
    The Aircraft Basic Price shall be escalated according to the Escalation Formula. Such price
as escalated shall be the Aircraft Purchase Price and it will be provided to Buyer ** to the
first day of each Aircraft Contractual Delivery Month.4.
    
    PAYMENT4.1
    
    The prices specified in the previous Article shall be paid by Buyer by wire transfer in
immediately available United States dollars funds, to a bank account to be timely informed by
Embraer to Buyer, as follows:
  
 **
    
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4.2
    
    Late Payments:Interest will accrue at the rate of ** on any amount not paid to Embraer as set forth in
Articles 4.1.1 through 4.1.4, of this Article from the date ** days after the date on which
such payments should have been made as therein set forth, until the actual receipt by Embraer
of such amounts. For the payments referred to under Article 4.1.5 hereof, interest shall be
calculated as per Article 7.8 hereunder. Without prejudice to Embraers rights set forth in
Article 4.3 below, interest accrued will be invoiced by Embraer on a monthly basis, beginning
one month after date on which payments should have been made, and payment thereof shall be
made by Buyer in accordance with the instructions contained therein.4.3
    
    Termination for failure to make payments:Without prejudice to the payment of interest on late payments set forth above, should Buyer
fail to make any payment on or before the due date, Embraer shall have the right, at its sole
discretion, to either (i) postpone, at its sole criteria, the relevant Aircraft Contractual
Delivery Month; or (ii) terminate this Agreement in relation to the affected Aircraft in
accordance with Article 20.3 hereinafter, if such failure shall not have been cured within **
Days after the date on which Embraer has issued a written notice to Buyer of such failure.4.4
    
    Net payments:
 4.4.1
    
    All payments to be made by Buyer under this Agreement shall be made without set-off or
withholding whatsoever. If Buyer is obliged by law to make any deduction or withholding from
any such payment, the amount due from Buyer in respect of such payment shall be increased to
the extent necessary to ensure that, after the making of such deduction or withholding,
Embraer receives a net amount equal to the amount Embraer would have received had no such
deduction or withholding been required to be made.
 4.5
    
    Payment DateUnless otherwise agreed by the Parties in writing, payment of the amounts referred in Articles
4.1.2, 4.1.3, and 4.1.4 shall be made by Buyer on or before the last Business Day prior to the
** Day of the month in which each of such payments is due.5.
    
    DELIVERY
 
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Subject to payment in accordance with Article 4 hereof and the provisions of Articles 7 and 9
hereof, the Aircraft shall be offered by Embraer to Buyer, by means of a written notice, for
inspection, acceptance and subsequent delivery in ** , according to schedules provided on
Attachment E hereto.6.
    
    CERTIFICATION6.1
    
    The EMBRAER 190 Aircraft is type certified according to FAR Part 25 amendments 25-1 through
25-117, except section 25.981(c) of Amendment 25-102, Amendment 25-106, Section 25.735(h) of
Amendment 25-107, Amendment 111, Amendment 115 and Amendment 116. On the Scheduled Delivery
Date, Embraer will provide evidence reasonably acceptable to Buyer that each Aircraft is in
compliance with these requirements, as well as the operational requirements of FAR Part 121
(Subparts J and K), except for the items that are under Buyer/operators regulatory
responsibility pursuant to the FARs and are not otherwise required to be provided by Embraer
under this Agreement.6.2
    
    ** .6.3
    
    ** .7.
    
    ACCEPTANCE AND TRANSFER OF OWNERSHIP7.1
    
    Unless Buyer is notified otherwise and subject to this Agreement, the Aircraft shall be
delivered in accordance with the provisions and schedules specified in Article 5 herein.
Embraer shall give Buyer advance notice of the delivery of each Aircraft as follows: (a) ** .7.2
    
    On the Scheduled Inspection Date, Buyer shall promptly start inspecting the relevant Aircraft
and Embraer shall provide complete Aircraft delivery documentation for Buyers inspection. **.
Buyer shall be allowed a reasonable period of time but in no event greater than ** Working
Days ** to inspect and conduct an acceptance flight of each Aircraft prior to its delivery.
The fuel and insurance for the Aircrafts acceptance flight(s) and ground inspections will be
provided by Embraer in accordance with Embraer insurance policy.7.3
    
    If Buyer finds an Aircraft acceptable it shall execute a certificate of acceptance of the
Aircraft and shall promptly make the due payments, if any, according to Article 4 hereof and
accept delivery of such Aircraft, whereupon the necessary title and risk transfer documents
shall be executed in order to effect title transfer. ** .7.4
    
    Buyer may decline to accept an Aircraft which does not materially comply with the
specification set forth in the relevant Attachment A or is not in an airworthy condition.
For the purposes of this Article 7, an Aircraft shall be deemed not to be materially compliant
when one or more of the Aircraft characteristics identified in Article 11.2.1 (i) through
(viii) are adversely affected by such non-compliance vis-à-vis the specification set forth in
the relevant Attachment A **.
 
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7.5
    
    If Buyer declines to accept an Aircraft, Buyer shall immediately give Embraer written notice
of all specific reasons for such refusal and Embraer shall have ** Working Days, commencing
on the first Day after receipt of such notice, to take all necessary actions in order to
resubmit the Aircraft to Buyer for re-inspection.7.6
    
    Buyer shall be allowed ** additional Working Days to re-inspect the Aircraft, starting
immediately upon receipt of notice from Embraer that all necessary actions were taken. The
period required for inspection as well as the one mentioned in item 7.5 above shall not be
considered as part of the grace period provided for in item 9.2.1 hereof. In the event Buyer
declines to accept an Aircraft after this procedure is repeated **, the Parties shall convene
immediately following final refusal to accept the Aircraft in order to negotiate possible
solutions. If within ** Days counted from the date in which Embraer receives notice of such
final refusal to accept the Aircraft, Embraer and Buyer fail to reach an agreement, then
either Party may terminate this Agreement with respect to the affected Aircraft without
liability to either Party, ** .7.7
    
    Should Buyer fail (other than pursuant to Article 7.4 or 7.6) to perform the acceptance and
transfer of title to the Aircraft within the periods provided for and in accordance with this
Article 7, Embraer shall be entitled, at its reasonable discretion, to either re-negotiate the
terms of this Agreement with Buyer or terminate this Agreement with regard to the affected
Aircraft pursuant to Article 20.3. Embraers rights to re-negotiate or terminate this
Agreement shall only become effective if such default of Buyer has not been cured within **
Days counted from the Scheduled Inspection Date.7.8
    
    Notwithstanding the provisions of Article 7.7 above and in addition to Embraers rights
pursuant to Article 20.3 should Buyer fail (other than pursuant to Article 7.4 or 7.6) to
perform the acceptance and transfer of title to the Aircraft within the time period specified
in Articles 7.2, 7.3, 7.5 and 7.6 above, as applicable, interest will accrue at the rate of **
per month over the unpaid balance of the relevant Aircraft Purchase Price, prorated from the
date on which Buyer should have completed the inspection or re-inspection of the Aircraft, as
the case may be, until the date in which transfer of title occurs or until the date Embraer
terminates this Agreement pursuant to Article 7.7 above, whichever occurs first. Without
prejudice to Embraers rights set forth in Article 7.7 above, interest accrued will be
invoiced by Embraer on a monthly basis, beginning one month after the date on which the
Aircraft acceptance or transfer of title should have been performed, and payment thereof shall
be made by Buyer in accordance with the instructions contained therein.7.9
    
    ** .8.
    
    STORAGE CHARGE8.1
    
    A storage charge equal to USD ** per Day shall be charged by Embraer to Buyer commencing on:
 
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8.1.1
    
    Buyers failure to be present to perform inspection or re-inspection of an Aircraft, per the
date or time period specified in writing by Embraer, according to Articles 5 and/or 7 hereof,
as applicable.8.1.2
    
    Buyers acceptance of an Aircraft when Buyer defaults in the fulfillment of any payment due
and in taking title to such Aircraft immediately thereafter.8.1.3
    
    Buyers failure to remove an Aircraft from Embraers facilities within ** days after title
transfer has occurred.
 8.2
    
    If however, Buyer notifies Embraer in writing ** Days in advance of its expected delay in the
performance of its obligations set forth in Articles 8.1.1, 8.1.2 and 8.1.3 above, the storage
charge shall commence on the ** Day after the occurrence of the events set forth in Articles
8.1.1, 8.1.2 or 8.1.3 above, as applicable.8.3
    
    In the event that an Aircraft Contractual Delivery Month, Scheduled Inspection Date or
Scheduled Delivery Date must be extended by Embraer from that which is designated in Articles
5 and 7 hereof, due to Buyers failure to perform any action or provide any information
contemplated by this Agreement other than the ones specified in the preceding paragraphs, the
storage charge shall commence on the ** Day after the Contractual Delivery Month, Scheduled
Inspection Date or Scheduled Delivery Date relative to such Aircraft, as applicable.8.4
    
    Buyer shall pay the storage charge as set forth in Articles 8.1. or 8.3. hereinbefore, as
applicable, in United States dollars, per each month of delay or prorated for part thereof,
within ** Business Days after the presentation of each invoice by Embraer.9.
    
    DELAYS IN DELIVERY9.1
    
    Excusable Delays:
 9.1.1
    
    Embraer shall not be held liable or be found in default for any delays in the delivery of an
Aircraft or in the performance of any act to be performed by Embraer under this Agreement,
resulting from, but not restricted to, the following events or occurrences (hereinafter
referred to as Excusable Delays): (a) force majeure (including, but not limited to, war or
state of war, civil war, insurrection, fire, accident, explosion, flood, act of government,
requisition, strike, labor disputes causing cessation or interruption of work, including but
not limited to walkouts, sick-outs, protests or slowdowns), (b) any delay resulting from any
failure by Buyer to perform any action or provide any information contemplated by this
Agreement or (c) delays resulting from any other cause to the extent it is reasonably beyond
Embraers control ** .9.1.2
    
    Within a reasonable period of time (not to exceed ** Days) after the occurrence of any of the
above mentioned events which constitute causes of Excusable Delays in delivery of an Aircraft
or in the performance of any act to be performed by Embraer under this Agreement, Embraer
shall send a written notice to Buyer including a description of details involved and an estimate of
 
 **
    
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the effects
expected upon the timing of the performance of its contractual obligations.9.1.3
    
    Any such delays shall ** . Embraer undertakes to use all commercially reasonable efforts
whenever possible to avoid or remove any such cause of delay and to minimize its effect on the
Scheduled Delivery Date of an Aircraft. ** .9.1.4
    
    If the cause of such Excusable Delay is such as to last longer than ** Days or to render the
performance of this Agreement impossible, then the Parties shall within ** Days following the
last Day of Excusable Delay as provided for herein, re-negotiate the terms of this Agreement
accordingly; failing which, either Party shall have the right to terminate this Agreement ** .
 9.2
    
    Non-Excusable Delays:
 9.2.1
    
    If an Aircraft is not made available for inspection for more than ** Business Days after
Scheduled Inspection Date without an Excusable Delay, Buyer will be entitled to claim from
Embraer liquidated damages equal to **, for each Day of delay in excess of the above mentioned
** Business Days, up to the date that the Aircraft is available for inspection and acceptance
by, and subsequent delivery as per Article 7 hereof, ** .
 9.2.2
    
    Upon the occurrence of any event which constitutes causes of non Excusable Delays in
delivery of an Aircraft, Embraer shall send a written notice to Buyer, within a reasonable
period of time (not to exceed ** Days), including a description of details involved and an
estimate of the effects expected upon the delivery of the Aircraft. ** .
 9.2.3
    
    It is agreed between the Parties that if, with respect to a delayed Aircraft, Embraer does
not receive a claim for liquidated damages as mentioned in Article 9.2.1 above, from Buyer,
within ** Days after the Actual Delivery Date of such Aircraft, Buyer shall be deemed to have
fully waived its right to such liquidated damages.
 9.3
    
    Delay Due to Loss or Structural Damage of the Aircraft:Should any Aircraft be destroyed or suffer structural damage before acceptance to the extent
that it becomes commercially useless, Buyer may, **, either take a replacement Aircraft at a
later delivery date to be agreed by the Parties, or terminate this Agreement with respect to
such Aircraft by notice to Embraer given in accordance with Article 23 hereof, without any
liability to either Party. If this Agreement is terminated by either Party with respect to
such Aircraft, such termination shall discharge the Parties from all obligations and
liabilities of the Parties hereunder with respect to such Aircraft and Services, except that
Embraer shall return to Buyer any moneys paid by Buyer towards the purchase of such Aircraft,
**.
 
 **
    
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10.
    
    INSPECTION AND QUALITY CONTROL
 10.1
    
    In order to effect inspection and acceptance of the Aircraft as set forth in Article 7
hereinbefore, Buyer shall send one or more authorized representatives to Embraers facilities
in order to verify that the Aircraft was manufactured in accordance with the procedures
specified in this Agreement and according to all applicable quality control standards.
 10.2
    
    Buyer shall communicate to Embraer the names of its authorized representatives, by means of
written notice, at least ** Days prior to the Scheduled Inspection Date for each Aircraft.
 10.3
    
    Such representatives, or other representatives indicated by Buyer, shall be authorized and
duly empowered to sign the acceptance and transfer of title and risk documents and accept
delivery of the Aircraft pursuant to Article 7 hereof.
 10.4
    
    To facilitate Buyers inspection and acceptance of the Aircraft in accordance with this
Agreement, Embraer shall provide, free of charge, communication facilities (telephone and
facsimile) for Buyers authorized representatives, ** .
 10.5
    
    Buyers authorized representatives shall observe Embraers administrative rules and
instructions while at Embraers facilities.
 10.6
    
    Buyers authorized representative shall be allowed exclusively in those areas related to the
subject matter hereof and Buyer agrees to hold harmless Embraer from and against all and any
kind of liabilities in respect to such representatives, for whom Buyer is solely and fully
responsible under all circumstances and in any ** .11.
    
    CHANGES
 11.1
    
    Each Aircraft will comply with the standards defined in the relevant Attachment A hereto
and shall incorporate all modifications which are classified as ADs by CTA or the Air
Authority as provided in Article 11.4, or those agreed upon by Buyer and Embraer in accordance
with this Article.
 11.2
    
    The Parties hereby agree that changes can be made by Embraer in the design of the Aircraft,
the definition of which and its respective classification shall be in compliance to the
Aircraft type specification, as follows:
 11.2.1
    
    Minor Changes: defined as those modifications which shall not adversely affect the
Aircraft in any of the following characteristics:
 (i)
    
    ** ;(ii)
    
    ** ;(iii)
    
    ** ;(iv)
    
    ** ;(v)
    
    ** ;
 
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(vi)
    
    ** ;(vii)
    
    ** ;(viii)
    
    ** .
 11.2.2
    
    Major Changes: defined as those modifications which affect at least one of the topics
mentioned in Article 11.2.1.
 11.3
    
    ** .11.4
    
    Embraer shall notify Buyer of those Major Changes that are classified as ADs by means of
service bulletins approved by the Air Authority and/or CTA, as appropriate. Service bulletins
that implement such ADs shall be referred to as Mandatory Service Bulletins. Embraer shall
incorporate Mandatory Service Bulletins as follows:
 11.4.1
    
    Compliance required before Schedule Delivery Date: ** .11.4.2
    
    Compliance required after Scheduled Delivery Date: ** .
 11.5
    
    Major Changes (other than those which are ADs issued per Article 11.4); ** .11.6
    
    Any Major Change to the Aircraft, made in accordance with the foregoing paragraphs which
affect the provisions of the relevant Attachment A hereto, shall be incorporated in said
Attachment by means of an amendment.11.7
    
    Except as far as it relates to ADs issued per Article 11.4 by CTA or the Air Authority and
Minor Changes, the Aircraft shall, on the Scheduled Inspection Date, comply with the terms and
conditions of Attachment A as from time to time amended pursuant to Article 11.6 above.
Determination of such compliance shall be made by Buyer pursuant to Article 7.12.
    
    WARRANTYThe materials and workmanship relative to the Aircraft subject to this Agreement, will be
warranted in accordance with the terms and conditions specified in Attachment C hereto.
If Buyer intends ** to assign the rights and obligations as specified in Article 14 hereof,
it is Buyers responsibility to obtain Embraers prior written consent, which consent shall
not be unreasonably withheld ** .13.
    
    PRODUCT SUPPORT PACKAGEEmbraer shall supply to Buyer the Product Support Package described in Article 2 of
Attachment B hereto, which includes Embraers spare parts policy, the Technical
Publications and the Services.14.
    
    ASSIGNMENT
 
 **
    
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14.1
    
    ** . In connection with any other sale or financing of the Aircraft, Buyer may ** by
providing notice to Embraer.14.2
    
    ** .14.3
    
    ** .14.4
    
    ** .14.5
    
    ** .14.6
    
    Except as provided in this Article 14, either Partys rights and obligations under this
Agreement may not be assigned without the other Partys prior written consent.15.
    
    RESTRICTIONS AND PATENT INDEMNITYThis sale does not include the transfer of designs, copyrights, patents, and other similar
rights to Buyer. Subject to Buyers duty to immediately advise Embraer of any alleged
copyright or patent infringement, Embraer shall indemnify and hold Buyer harmless with
respect to any claims made against Buyer if the Aircraft infringes copyright, patents or
the proprietary rights of others.16.
    
    MARKETING PROMOTIONAL RIGHTSEmbraer shall have the right to show for marketing purposes, free of any charge, the image
of Buyers Aircraft, painted with Buyers colors and emblems, affixed in photographs,
drawings, films, slides, audiovisual works, models or any other medium of expression
(pictorial, graphic, and sculptural works), through its standard printed promotional
material. ** .17.
    
    TAXESEmbraer shall pay all taxes, impost, fees, withholding taxes, stamp taxes, documentary
taxes and any other similar or dissimilar taxes, arising from the sale subject of this
Agreement, as may be imposed on such sale under Brazilian laws. All other taxes, impost,
fees, withholding taxes, stamp taxes, documentary taxes and any other similar or dissimilar
taxes (other than taxes based on or measured by Embraers net income), as well as any
duties as may be imposed on the sale subject of this Agreement, shall be borne by Buyer.**.**.
 
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18.
    
    APPLICABLE LAWThis Purchase Agreement shall in all respects be governed by the laws of the State of New
York, including all matters of construction, validity and performance, without giving
effect to principles of conflicts of laws other than section 5-1401 of the New York General
Obligations law. This Purchase Agreement is being delivered in the State of New York.19.
    
    SUBMISSION TO JURISDICTIONEach party hereto hereby irrevocably agrees, accepts and submits to, for itself and in
respect of any of its property, generally and unconditionally, the non-exclusive
jurisdiction of the courts of the State of New York in the City and County of New York and
of the United States for the Southern District of New York, in connection with any legal
action, suit or proceeding with respect to any matter relating to or arising out of or in
connection with this Purchase Agreement or any other operative agreement and fully waives
any objection to the venue of such courts. Furthermore to the fullest extent permitted by
applicable law, each party hereby waives, and agrees not to assert, by way of motion, as a
defense, or otherwise, in any such suit, action or proceeding any claim that it is not
personally subject to the jurisdiction of the above named courts, that the suit, action or
proceeding is brought in an inconvenient forum, or that the venue of the suit, action or
proceeding is improper.THE PARTIES HERETO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY LITIGATION ARISING
OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM OR CROSS-CLAIM THEREIN.20.
    
    TERMINATION20.1
    
    Should either Party fail to comply partially or completely with its obligations hereunder, the
other Party shall be entitled to give notice of such failure and to require that such failure
be remedied within the period specified in that notice, which period shall not be less than **
Business Days. Should such failure not be remedied within the period so specified, then the
Party who gave notice of such failure shall be entitled to terminate this Agreement (for
avoidance of doubt such termination shall not apply to any existing applicable warranties for
Aircraft delivered prior to such termination). Should termination occur in accordance with
the foregoing, the defaulting Party shall pay to the non-defaulting Party, as liquidated
damages, an amount determined by mutual agreement or by law. The foregoing provision shall not
apply in any circumstance where a specific right of termination is made available hereunder or
will be made available hereunder upon the expiration of a specific period of time.
Notwithstanding anything to the contrary herein, neither Party shall be liable to the other
Party in any circumstance hereunder for any consequential or punitive damages which may arise
out of, or be connected to, any breach or default under of any term, condition, covenant,
warranty, or provision of this Agreement, and which either Party would
 
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otherwise be entitled to under any applicable law, including but not limited to any claims
sounding in contract, tort, equity or statute.20.2
    
    Buyer and Embraer shall have the right to terminate this Agreement in respect to the relevant
Aircraft, upon the occurrence of any Excusable Delay of ** Days or longer, unless otherwise
agreed in writing by the Parties, and Buyer shall have the right to terminate this Agreement
in respect to the relevant Aircraft upon the occurrence of any non-Excusable Delay of ** Days
or longer after the last day of the Contractual Delivery Month for such Aircraft Scheduled
Delivery Date, such rights to be exercisable by written notice from one Party to the other to
such effect no earlier than the ** Day as applicable after the last day of the Contractual
Delivery Month. Upon receipt of such notice of termination by Buyer or Embraer, as the case
may be, Embraer shall return to Buyer **, it being hereby agreed by the Parties that, in this
case, no other indemnity shall be due by Embraer to Buyer. ** .20.3
    
    If Buyer terminates this Agreement before an Aircraft Actual Delivery Date (except when such
termination is for delays in the delivery of an Aircraft, because such delays are Excusable
Delays or non-Excusable Delays, as permitted pursuant to Articles 9.1 and 9.2, ** Embraer
terminates this Agreement in relation to an Aircraft, pursuant to Articles 4.3 or 7.7 hereof,
Buyer shall pay to Embraer (i) damages in ** of the relevant Aircraft Purchase Price for any
terminated Aircraft with Contractual Delivery Months within ** .20.4
    
    If Buyer terminates this Agreement in respect to an Aircraft pursuant to Article 7.6 hereof,
Embraer, upon Buyers request, shall return to Buyer all amounts previously paid by Buyer with
respect to the relevant Aircraft, ** .21.
    
    PURCHASE OF OPTION AIRCRAFTBuyer shall have the option to purchase up to fifty (50) Option Aircraft with the first
twenty (20) Option Aircraft to be delivered according to schedules provided in Attachment E
hereto. The delivery positions of the remaining thirty (30) Option Aircraft will be
determined pursuant to Article 21.1 below.The Option Aircraft will be supplied in accordance with the following terms and conditions:21.1
    
    ** .21.2
    
    Intentionally deleted.21.3
    
    ** .21.4
    
    The unit basic price of each relevant Option Aircraft above mentioned shall be escalated
according to the Escalation Formula contained in Attachment D hereto, determining the Option
Aircraft Purchase Price.
 
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21.5
    
    The payment of the Option Aircraft Purchase Price shall be made according to the following:
 21.5.1
    
    Intentionally deleted.21.5.2
    
    A non-refundable (except as provided herein) progress payment ** of the unit Option Aircraft
Basic Price, is due and payable ** months prior to each relevant Option Aircraft contractual
delivery date.21.5.3
    
    A non-refundable (except as provided herein) progress payment of ** of the unit Option
Aircraft Basic Price is due and payable ** months prior to each relevant Option Aircraft
contractual delivery date.21.5.4
    
    Intentionally left in blank.21.5.5
    
    The balance of each relevant Option Aircraft Purchase Price is due and payable upon
acceptance of each relevant Option Aircraft by Buyer.21.5.6
    
    The provisions of Article 4.3 through 4.5 shall apply mutatis-mutandis, to the payments to
be made by Buyer towards the Option Aircraft.
 21.6
    
    The option to purchase the Option Aircraft shall be exercised ** no later than ** to the
relevant Contractual Delivery Month. Exercise of the option to purchase the Option Aircraft
shall be accomplished by means of a written notice from Buyer delivered to Embraer by mail,
express delivery or facsimile, return receipt requested.
 21.7
    
    If the Option Aircraft are confirmed by Buyer as specified above, (a) Buyer shall, as
relevant, make the initial deposit in an amount of ** of the unit Option Aircraft Basic Price
per each Option Aircraft (the Option Aircraft Initial Deposit) which deposits shall be
applied toward the price of the relevant Option Aircraft.
 21.8
    
    The product support package to be applied to the Option Aircraft is described in Article 2.4
of Attachment B.
 22.
    
    INDEMNITY22.1
    
    ** .22.2
    
    ** .23.
    
    NOTICESAll notices permitted or required hereunder shall be in writing in the English
language and sent, by registered mail, telex or facsimile, to the attention of the Director
of Contracts as to Embraer and of the Vice President and
 
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Treasurer as to Buyer, to the addresses indicated below or to such other address as either
Party may, by written notice, designate to the other.23.1
    
    EMBRAER:
 
 23.2
    
    BUYER:
 
 
 24.
    
    CONFIDENTIALITYBuyer does not have the right to disclose the terms of this Agreement, and Buyer agrees not
to disclose any portion of this Agreement or its Attachments, amendments or any other
supplement, to any third party without Embraers written consent, except as required by
law. Without limiting the foregoing, in the event Buyer is legally required to disclose the
terms of this Agreement, the Parties agree to exert their reasonable best efforts to
request confidential treatment of the clauses and conditions of this Agreement relevantly
designated by either Party as confidential. Without limiting its obligations pursuant to
the preceding sentence, Buyer agrees that if it is required, in the opinion of counsel, to
file publicly or otherwise disclose the terms of this Agreement under applicable federal
and/or state securities or other laws, it shall promptly (but in no case less than **
Business Days prior to the proposed filing in question) notify Embraer so that Embraer has
a reasonable opportunity to contest or limit the scope of such required disclosure, and
Buyer shall request, and shall use its best reasonable efforts to obtain, confidential
treatment for such sections of this Agreement as Embraer may designate. ** .25.
    
    SEVERABILITY
 
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If any provision or part of a provision of this Agreement or any of the Attachments shall
be, or be found by any authority or court of competent jurisdiction to be, invalid or
unenforceable, such invalidity or unenforceability shall not affect the other provisions or
parts of such provisions of this Agreement, all of which shall remain in full force and
effect.26.
    
    NON-WAIVERExcept as otherwise specifically provided to the contrary in this Agreement, any Partys
refrainment from exercising any claim or remedy provided for herein shall not be deemed a
waiver of such claim or remedy, and shall not relieve the other Party from the performance
of such obligation at any subsequent time or from the performance of any of its other
obligations hereunder.27.
    
    INTEGRATED AGREEMENTAll Attachments referred to in this Agreement and/or attached hereto are, by such reference
or attachment, incorporated in this Agreement.28.
    
    NEGOTIATED AGREEMENTBuyer and Embraer agree that this Agreement, including all of its Attachments, has been the
subject of discussion and negotiation and is fully understood by the Parties, and that the
rights, obligations and other mutual agreements of the Parties contained in this Agreement
are the result of such complete discussion and negotiation between the Parties.29.
    
    COUNTERPARTSThis Agreement may be signed by the Parties in any number of separate counterparts with the
same effect as if the signatures thereto and hereto were upon the same instrument and all
of which when taken together shall constitute one and the same instrument.30.
    
    ENTIRE AGREEMENTThis Agreement constitutes the entire agreement of the Parties with respect to the sale
described as its subject and supersedes all previous and connected negotiations,
representations and agreements between the Parties. This Agreement may not be altered,
amended or supplemented except by a written instrument executed by the Parties.
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EMBRAER  Empresa Brasileira
    
    US Airways Group, Inc.de Aeronáutica S.A.By:
    
    /s/ Horacio Aragones Forjaz
    
    By:
    
    /s/ Thomas T. WeirName:
    
    Horacio Aragones Forjaz
    
    Name:
    
    Thomas T. WeirTitle:
    
    Executive Vice President
Corporate Communication
    
    Title:
    
    Vice President & TreasurerBy:
    
    /s/ Artur CoutinnoName:
    
    Artur CoutinnoTitle:
    
    Executive Vice President of
Industrial Operations
 Date:
    
    
    
    Date: 6/13/2006Place:
    
    
    
    Place: Tempe, Arizona
 Witnesses:
    
    Witnesses:/s/ Fernando Bueno
    
    /s/ Ann F. HaltonName: Fernando Bueno
    
    Name: Ann F. Halton
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ATTACHMENT A
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ATTACHMENT B
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EXHIBIT 1 TO ATTACHMENT B
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EXHIBIT 2 TO ATTACHMENT B
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ATTACHMENT C
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ATTACHMENT D
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ATTACHMENT E
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AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03
  In re US Airways, et al.
      RESTATEMENT:
   1.
    
    Intentionally deleted
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AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03
 2.
    
    CONVERSION
  **
  EMBRAER **
    
    EMBRAER **
    
    EMBRAER **US$ in **
    
    US$ in **
    
    US$ in **Aircraft Basic Price
    
    
    **
    
    
    
    **
    

    
    
    **
         3.
    
    Aircraft Price **
 3.1
    
    ** :
 ü **ü **
   3.2
    
    ** .3.3
    
    ** .
 
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AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03
 3.4
    
    ** .
 4.
    
    EQUIPMENT CHANGES/IMPROVEMENTS
 4.1
    
    BFE **
  4.2
    
    BFE ElectionIn the event Buyer elects to have a certain BFE item installed in the Aircraft, Buyer
shall send a written notice to Embraer. Embraer, at its reasonable discretion, will
analyze, in good faith, the feasibility of such change, and depending on the results of
such analysis, will present to Buyer a Proposal of Major Change with the terms and
conditions for such incorporation, or will give written notice to Buyer that such request
will not be incorporated in the Aircraft together with a written explanation of why such
request will not be incorporated in the Aircraft. Buyer shall be responsible for the costs
associated with certification, procuring and shipping all BFE in DDP conditions (Incoterms
2000) to Embraers facilities in Sao Jose dos Campos, Brazil or, for interior items
covered by Section 3.3 of the relevant Attachment A or Schedule A-1, A-2 and A-3, to C&D
Aerospaces facilities in Los Angeles. Buyer must also provide interface and installation
data and other required information to install and certify the BFE as may be reasonably
required by Embraer. Should Buyers request for a BFE item be accepted by Embraer,
Embraer shall inform Buyer by means of a Proposal of Major Change of the Basic Price
adjustment necessary to reflect such change, and also will inform Buyer, in writing of the
lead time of such BFE item in order to not affect the certification process and /or the
production/delivery schedule of any Aircraft. The BFE components are not included in
Aircraft Warranty Certificate or in any other guarantee provided by Embraer in connection
with the purchase of the Aircraft, and may affect the other Aircraft guarantees.4.3
    
    ** MTOWShould increases in allowable weights (Maximum Ramp Weight, Maximum Zero Fuel Weight,
Maximum Takeoff Weight, Maximum Landing Weight) become certified by the FAA and available
from Embraer, for any Aircraft model, Embraer shall offer ** . These will be made
available to Buyer as follows:
 (i)
    
    ** ;(ii)
    
    ** ;(iii)
    
    ** .
  
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AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03
  4.4
    
    ** highest engine thrustShould any increased thrust versions of engines installed on any of the Aircraft
become certified by the FAA by the relevant engine manufacturer and such higher thrust
engines are available from the relevant engine manufacturer and Embraer, Embraer shall
offer ** . These will be made available to Buyer as follows:
 (i)
    
    ** ,(ii)
    
    ** .
  5.
    
    Advertising Allowances
  6.
    
    Additional Product Support
  7.
    
    Additional Aircraft ** Guarantees
  8.
    
    ** Guarantees
 .
 9.
    
    Service Life Policy
  10.
    
    ** Guarantees
  11.
    
    **
  
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AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03
 12.
    
    Simulator Data Package
  13.
    
    ** Training Support for EMBRAER ** Aircraft
 13.1  **: ** .13.2
 **:
  13.3
    
    Intentionally deleted13.4
    
    Intentionally deleted
 14.
    
    **Training Products **
 14.1
    
    ** : ** .14.2
    
    ** :
  14.3
    
    Intentionally deleted
 15.
    
    ** .
  16.
    
    Intentionally Deleted17.
    
    Intentionally deleted18.
    
    **A.
    
    ** .B.
    
    ** .19.
    
    **
  20.
    
    **
  
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AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03
 21.
    
    Confirmation of the Additional Aircraft
   22.
    
    **A.
    
    ** .B.
    
    ** .23.
    
    Regional Carrier Assignment
  SCHEDULES:
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AMENDED AND RESTATED LETTER AGREEMENT
DCT-022/03
  Embraer  Empresa Brasileira de
    
    
    
    US Airways Group, Inc.Aeronáutica S.A.By:
    
    /s/ Horacio Aragones Forjaz
    
    
    
    By:
    
    /s/ Thomas T. WeirName:
    
    Horacio Aragones Forjaz
    
    
    
    Name:
    
    Thomas T. WeirTitle:
    
    Executive Vice President
    
    
    
    Title:
    
    Vice President & TreasurerCorporate CommunicationBy:
    
    /s/ Artur CoutinnoName:
    
    Artur CoutinnoTitle:
    
    Executive Vice President ofIndustrial Operations
 Witness:
    
    /s/ Fernando Bueno
    
    
    
    Witness:
    
    /s/ Ann F. HaltonName:
    
    Fernando Bueno
    
    
    
    Name:
    
    Ann F. HaltonPlace:
    
    
    
    
    
    Place:
    
    Tempe, Arizona U.S.A.Date:
    
    
    
    
    
    Date:
    
    6/13/2006
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SCHEDULE A-1
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SCHEDULE A-2
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SCHEDULE A-3
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SCHEDULE C
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EXHIBIT A TO SCHEDULE C
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EXHIBIT B TO SCHEDULE C
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EXHIBIT C TO SCHEDULE C
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SCHEDULE E
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SCHEDULE F
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SCHEDULE G**
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SCHEDULE G
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SCHEDULE G
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ATTACHMENT G
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SCHEDULE H
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