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                                                                    Exhibit 10.7

            *** CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
                FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                    COMMISSION PURSUANT TO RULE 24b-2 OF THE
                   SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

                                Amendment No. 10

                       TO THE A330/A340 PURCHASE AGREEMENT

                          dated as of November 24, 1998

                                     between

                                 AVSA, S.A.R.L.,

                                       and

                             US AIRWAYS GROUP, INC.

This Amendment No. 10 (this "Amendment") entered into as of September 27, 2005,
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 (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. (the "Buyer");

                                   WITNESSETH:

WHEREAS, the Buyer and the Seller entered into an Airbus A330/A340 Purchase
Agreement, dated as of November 24, 1998, relating to the sale by the Seller
and the purchase by the Buyer of certain Airbus A330 and A340 model aircraft
(the "Aircraft"), which, together with all Exhibits, Appendices and Letter
Agreements attached thereto and as amended by Amendment No.1 dated as of March
23, 2000, Amendment No. 2 dated as of June 29, 2000, Amendment No. 3 dated as
of November 27, 2000, Amendment No. 4 dated as of September 20, 2001,
Amendment No. 5 dated as of July 17, 2002, Amendment No. 6 dated as of March
29, 2003, Amendment No. 7 dated as of August 30, 2004, Amendment No. 8 dated
as of December 22, 2004, and Amendment No. 9 dated as of January 17, 2005, is
hereinafter called the "Agreement";

WHEREAS, the Buyer and the Seller are parties to the Memorandum of
Understanding among the Seller, the Buyer, US Airways, Inc., and America West
Airlines, Inc., bearing AVSA No. 5343 and signed by all the parties thereto as
of May 19, 2005 (the "MOU"); and

WHEREAS, the Buyer has requested, and the Seller, has agreed, on the terms and
conditions set forth in this Amendment, to modify certain provisions of the
Agreement as set forth herein.


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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.    DEFINITIONS

      Clause 1 of the Agreement is hereby amended by addition of the following
      text:

      QUOTE

      A350 Purchase Agreement - The A350 purchase agreement dated as of
      September 27, 2005 among the Seller, the Buyer, US Airways, Inc. and
      America West Airlines, Inc. (the "A350 Purchase Agreement").

      UNQUOTE

2.    ASSUMPTION OF PURCHASE AGREEMENT

      The Buyer will assume the Agreement in connection with its emergence from
      the bankruptcy proceedings of the Buyer and US Airways, Inc., and certain
      of their affiliates commenced on September 12, 2004, in the United States
      Bankruptcy Court for the Eastern District of Virginia, Alexandria Division
      (the "Chapter 11 Case").

3.    PARAGRAPH 9 AND PARAGRAPH 2 OF PURCHASE AGREEMENT:  DELIVERY AND
      SPECIFICATION

3.1   The delivery schedule for the Aircraft as set forth in Subclause 9.1.1 of
      the Agreement is hereby deleted and replaced with the following:

      QUOTE

      Aircraft No.      Type                    Scheduled Delivery Month
      ------------      ----                    ------------------------

      [...***...]

      UNQUOTE

      The Aircraft shown in the table above are hereinafter referred to as the
      "Rescheduled Aircraft."

***CONFIDENTIAL TREATMENT REQUESTED


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3.2   In respect of the Rescheduled Aircraft, Clause 3.2 of the Agreement will
      be replaced with the following quoted text:

      QUOTE

      The Rescheduled Aircraft (as such term is defined in Amendment No. 10 to
      this Agreement) will be delivered based on the latest applicable standard
      specification available from the Manufacturer at the time the final
      definition of the Rescheduled Aircraft must be concluded, in order to
      accommodate timely manufacturing and delivery thereof (the "Latest
      Standard Specification"). The parties will execute all of manufacturer
      initiated changes to the Standard Specification (the "Manufacturer
      Specification Change Notices") ("MSCNS")) needed to amend the Standard
      Specification to the Latest Standard Specification (the "Required MSCNs").
      Any and all costs associated with the incorporation of such Required MSCNs
      will be borne by the Seller, [...***...].

      UNQUOTE

3.3   [...***...]

4.    A330 AIRCRAFT COMMITMENT

      The Buyer undertakes not to remove [...***...] Aircraft in service in the
      fleet of the Buyer or US Airways, Inc, as of the date hereof prior to the
      date (with respect to the removal of any [...***...] such Aircraft) that
      is [...***...] prior to the expected delivery date of (i) an A350 Aircraft
      under the A350 Purchase Agreement or (ii) a Rescheduled Aircraft purchased
      either hereunder or purchased by the Buyer pursuant to its right to
      convert an A350 Aircraft to an A330 Aircraft under the A350 Purchase
      Agreement (such [...***...] period being hereinafter referred to as the
      [...***...]) (the aircraft referred to in (i) and/or (ii) being the
      "Replacement Aircraft"). [...***...].

5.    LETTER AGREEMENT NO. 2 AND A330-200 FIRM ORDER RESTRUCTURING

5.1   The Buyer will pay the Seller a nonrefundable fee in the amount of
      [...***...] (the "Restructuring Fee"), which will be due and owing on the
      satisfaction of the conditions precedent set forth below in Paragraph
      8.1. In consideration of and immediately on the Buyer's paying the
      Restructuring Fee, (i) Letter Agreement No. 2 to Amendment No. 6 to the
      Agreement will be canceled, and neither the Buyer nor the Seller will
      have any more rights or obligations under such Letter Agreement, and
      (ii) [...***...].

5.2   [...***...]

5.3   The Restructuring Fee will be paid [...***...].  After this [...***...],
      the Buyer and Seller agree that [...***...] will amount to [...***...],
      which the Seller will retain [...***...]:

***CONFIDENTIAL TREATMENT REQUESTED


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      (i)   the Seller will apply [...***...] an equal  amount due the Seller
            in "Initial Payments," of which [...***...] is allocated to each
            of the twenty (20) A350 Aircraft as due  the Seller as of the date
            hereof under the A350 Purchase Agreement, and

      (ii)  the Seller will apply [...***...], to the ten (10) Rescheduled
            Aircraft on firm order in this Amendment, of which [...***...] is
            allocated to each of the ten (10) Rescheduled Aircraft (the "Initial
            A330 Payment(s)"). [...***...].

6.    LETTER AGREEMENT NO. 3:  ADDITIONAL AIRCRAFT

      Letter Agreement No. 3 to the Agreement is hereby canceled, and neither
      the Seller nor the Buyer will have any further rights or obligations with
      respect to such Letter Agreement or the Additional Aircraft that are the
      subject of such Letter Agreement, nor will such cancellation give rise to
      any claim against US Airways, Inc., the Buyer or their affiliates or
      subsidiaries, either in the Chapter 11 Case or otherwise.

7.    SPARES SUPPORT

      Effective on the later of (i) the date on which the Buyer or any of its
      Affiliate(s) and America West Airlines, Inc. operate under a common
      operating certificate as recognized by the Buyer's aviation authorities
      and (ii) December 31, 2007, then Paragraph 5.1 of Letter Agreement No. 1
      to the Agreement will be deleted and replaced with the following quoted
      text:

      QUOTE

      5.1 Point of Shipment

      [...***...]

      UNQUOTE

8.    EFFECT OF AMENDMENT

8.1   It will be a condition precedent to the effectiveness of this Amendment
      that the conditions precedent to (i) the validity of the A350 Purchase
      Agreement have been satisfied, and (ii) the conditions precedent to the
      obligations of Airbus Financial Services (the "Lender") set forth in the
      $161,000,000 Loan Agreement dated as of September 27, 2005 among US
      Airways, Inc., America West Airlines, Inc., US Airways Group, Inc., the
      Lender and Wells Fargo Bank Northwest, National Association, as Collateral
      Agent, have been either satisfied or been waived by the Lender.

***CONFIDENTIAL TREATMENT REQUESTED


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8.2   Upon effectiveness, the provisions of this Amendment will constitute a
      valid amendment to the Agreement and the Agreement will be deemed to be
      amended to the extent herein provided. This Amendment supersedes any
      previous understandings, commitments, or representations whatsoever,
      whether oral or written, related to the subject matter of this Amendment,
      including Paragraph 3 of the MOU.

8.3   Both parties agree that this Amendment will constitute an integral,
      nonseverable part of the Agreement, 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.

9.    GOVERNING LAW

      THIS AMENDMENT AND THE AGREEMENTS CONTEMPLATED HEREBY WILL, PURSUANT TO
      SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BE GOVERNED BY AND
      CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS
      CONFLICTS OF LAWS PROVISION THAT WOULD RESULT IN THE APPLICATION OF THE
      LAW OF ANY OTHER JURISDICTION. EXCEPT TO THE EXTENT THAT THE BANKRUPTCY
      COURT IN THE CHAPTER 11 CASE HAS JURISDICTION THEREOF, ANY DISPUTE ARISING
      HEREUNDER WILL BE REFERRED TO THE FEDERAL OR STATE COURTS LOCATED IN NEW
      YORK CITY, NEW YORK, AND EACH OF THE PARTIES HERETO IRREVOCABLY SUBMITS TO
      AND ACCEPTS SUCH JURISDICTION.

      IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
      INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT OR TO THE
      AGREEMENTS CONTEMPLATED HEREIN.

10.   CONFIDENTIALITY

      Notwithstanding the Confidentiality provisions of Clause 22.4 of the
      Agreement, the Seller and the Buyer (including their employees, agents and
      advisors) agree to keep the terms and conditions of this Amendment hereby
      strictly confidential, except as required by applicable law or pursuant to
      legal process, and except that the Buyer may disclose the terms of this
      Amendment to the parties to the ATSB loan agreement dated as of March 31,
      2003, as amended, and the committee professionals of the Unsecured
      Creditors Committee in the Chapter 11 Case and any proposed equity
      investor in the Buyer that is making its investment substantially
      contemporaneously as of the date hereof, provided, however, that each such
      person agrees to hold the terms and conditions of this Amendment
      confidential.

11.   COUNTERPARTS

      This Amendment may be signed in any number of 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 same instrument.


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      IN WITNESS WHEREOF, these presents were entered into as of the day and
      year first above written.

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


      By:                                       By:
           ------------------------------          ----------------------------


      Its:                                      Its:
          -------------------------------           ---------------------------


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