<PAGE>

                                                                    Exhibit 10.5

            *** 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

                         AIRBUS A350 PURCHASE AGREEMENT

                         Dated as of September 27, 2005

                                     between

                                 AVSA, S.A.R.L.,

                                                                          Seller

                                       and

                US AIRWAYS, INC., AMERICA WEST AIRLINES, INC. and
                             US AIRWAYS GROUP, INC.

                                                                          Buyers

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<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSES       TITLE
-------       -----
<S>           <C>
   0          DEFINITIONS

   1          SALE AND PURCHASE

   2          SPECIFICATION

   3          PRICE

   4          PRICE REVISION

   5          PAYMENT TERMS

   6          INSPECTION

   7          CERTIFICATION

   8          TECHNICAL ACCEPTANCE

   9          DELIVERY

  10          EXCUSABLE DELAY AND TOTAL LOSS

  11          INEXCUSABLE DELAY

  12          WARRANTIES AND SERVICE LIFE POLICY

  13          PATENT AND COPYRIGHT INDEMNITY

  14          TECHNICAL DATA

  15          SELLER REPRESENTATIVES

  16          TRAINING AND TRAINING AIDS

  17          SUPPLIER PRODUCT SUPPORT

  18          BUYER FURNISHED EQUIPMENT
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
CLAUSES       TITLE
-------       -----
<S>           <C>
  19          INDEMNITIES AND INSURANCE

  20          ASSIGNMENTS AND TRANSFERS

  21          TERMINATION EVENTS

  22          MISCELLANEOUS PROVISIONS

  23          CERTAIN REPRESENTATIONS OF THE PARTIES
</TABLE>

<TABLE>
<CAPTION>
EXHIBITS
--------
<S>           <C>
EXHIBIT A-1   A350-800 STANDARD SPECIFICATION

EXHIBIT A-2   A350-900 STANDARD SPECIFICATION

EXHIBIT B-1   SCN FORM

EXHIBIT B-2   MSCN FORM

EXHIBIT C     SELLER SERVICE LIFE POLICY

EXHIBIT D     CERTIFICATE OF ACCEPTANCE

EXHIBIT E     BILL OF SALE

EXHIBIT F     TECHNICAL DATA AND SOFTWARE SERVICES

EXHIBIT G     SELLER PRICE REVISION FORMULA

EXHIBIT H     TERMS AND CONDITIONS FOR LICENSE FOR USE OF SOFTWARE
</TABLE>

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                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                               PURCHASE AGREEMENT

This Agreement is made this 27th day of September 2005

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, Inc., America West Airlines, Inc. and US Airways Group,
            Inc., each a corporation organized and existing under the laws of
            the State of Delaware, United States of America, and each having its
            principal corporate offices located at 4000 East Sky Harbor
            Boulevard, Phoenix, AZ 85034 (each hereinafter referred to as a
            "BUYER" and, collectively, the "BUYERS").

WHEREAS, the Buyers wish to purchase and the Seller is willing to sell twenty
(20) Airbus A350 model aircraft, on the terms and conditions herein provided;
and

WHEREAS, the Seller is a sales subsidiary of Airbus S.A.S. and will purchase
such aircraft from Airbus S.A.S. for resale to the Buyers,

NOW THEREFORE IT IS AGREED AS FOLLOWS:

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0     DEFINITIONS

      For all purposes of this Agreement, except as otherwise expressly provided
      or unless the context otherwise requires, the following terms will have
      the following meanings:

      A350 Aircraft - any or all of the Airbus A350-800 Aircraft or A350-900
      Aircraft.

      A350-800 Aircraft - any or all of the Airbus A350-800 model aircraft to be
      purchased by the Seller and sold to the Buyers pursuant to this Agreement,
      together with all components, equipment, parts and accessories installed
      in or on such aircraft and the Propulsion Systems installed thereon.

      A350-900 Aircraft - any or all of the Airbus A350-900 model aircraft to be
      purchased by the Seller and sold to the Buyers pursuant to this Agreement,
      together with all components, equipment, parts and accessories installed
      in or on such aircraft and the Propulsion Systems installed thereon.

      A350-800 Specification - the A350-800 Standard Specification, as amended
      from time to time in accordance with this Agreement.

      A350-800 Standard Specification - the A350-800 standard specification
      document number G.000.08000, Issue B, dated June 30, 2005, published by
      the Manufacturer, which includes a maximum take-off weight ("MTOW") of 245
      metric tons, a copy of which is annexed as Exhibit A-1.

      A350-900 Specification - the A350-900 Standard Specification, as amended
      from time to time in accordance with this Agreement.

      A350-900 Standard Specification - the A350-900 standard specification
      document number G.000.09000, Issue B, dated June 30, 2005, published by
      the Manufacturer, which includes an MTOW of 245 metric tons, a copy of
      which is annexed as Exhibit A-2.

      Affiliate - with respect to any person or entity, any other person or
      entity directly or indirectly controlling, controlled by or under common
      control with such person or entity, but not, in the case of AVSA or the
      Manufacturer, any of the Associated Contractors.

      Agreement - this Airbus A350 purchase agreement dated as of the date
      hereof, including exhibits and appendices attached hereto as the same may
      be amended or modified and in effect from time to time.

      Aircraft - any or all of the A350 Aircraft for which the delivery schedule
      is set forth in Clause 9.1.1 hereof and any or all of any other aircraft
      to be firmly sold by the Seller and firmly purchased by the Buyers
      pursuant to this Agreement, together with all components, equipment, parts
      and accessories installed in or on such aircraft and the Propulsion
      Systems installed thereon upon Delivery.

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<PAGE>

      Airframe- any Aircraft, excluding the Propulsion Systems therefor.

      ANACS - Airbus North America Customer Services, Inc., a corporation
      organized and existing under the laws of Delaware, having an office
      located at 198 Van Buren Street, Suite 300, Herndon, VA 20170, or any
      successor thereto.

      Associated Contractors - collectively, the following:

      (1)   Airbus France S.A.S., whose principal office is at
            316, route de Bayonne
            31060 Toulouse, France

      (2)   Airbus UK Ltd, whose principal office is at
            New Filton House, Filton
            Bristol, BS 997AR, Great Britain

      (3)   Airbus Espana S.L., whose principal office is at
            Plaza de John Lennon N degrees 2,
            s/n Getafe
            28096 Madrid, Spain

      (4)   Airbus Deutschland GmbH, whose principal office is at
            Kreetslag 10
            21129 Hamburg, Germany

      ATA Specification 100 - the specification issued by the Air Transport
      Association of America relating to manufacturers' technical data.

      ATA Specification 101 - the specification issued by the Air Transport
      Association of America relating to ground equipment technical data.

      ATA Specification 102 - the specification issued by the Air Transport
      Association of America relating to software programs.

      ATA Specification 200 - the specification issued by the Air Transport
      Association of America relating to integrated data processing.

      ATA Specification 300 - the specification issued by the Air Transport
      Association of America relating to the packaging of spare parts shipments.

      ATA Specification 2000 - the specification issued by the Air Transport
      Association of America relating to an industry-wide communication system
      linking suppliers and users for the purposes of spares provisioning,
      purchasing, order administration, invoicing and information or data
      exchange.

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<PAGE>


      ATA Specification 2100 - the specification issued by the Air Transport
      Association of America relating to the standards for the presentation of
      technical information prepared as digital media (magnetic tape or CD ROM).

      ATA Specification 2200 - the specification issued by the Air Transport
      Association of America relating to the preparation of technical
      documentation in support of aircraft maintenance.

      ATSB - The Air Transportation Stabilization Board.

      Aviation Authority - when used with respect to any jurisdiction, the
      government entity that, under the laws of such jurisdiction, has control
      over civil aviation or the registration, airworthiness or operation of
      civil aircraft in such jurisdiction.

      Balance of the Final Contract Price - means the amount payable by the
      Buyers to the Seller on the Delivery Date for an Aircraft after deducting
      from the Final Contract Price for such Aircraft the amount of all
      Predelivery Payments received by the Seller from the Buyers, or any of
      them, in respect of such Aircraft on or before the Delivery Date for such
      Aircraft.

      Base Price - as defined in Clause 3.1.

      Buyer Furnished Equipment or BFE - for any Aircraft, all the items of
      equipment that will be furnished by the Buyers and installed in the
      Aircraft by the Seller pursuant to Clause 18, as listed in the
      Specification.

      Certificate of Acceptance - as defined in Clause 8.3.

      Change in Law - as defined in Clause 7.3.1.

      Customer Originated Changes or COC - data originating from the Buyers, or
      any of them, that are introduced into Seller's Technical Data and
      Documentation, as more completely set forth in Clause 14.9.

      Delivery - the transfer of title to the Aircraft from the Seller to the
      Designated Buyers.

      Delivery Date - the date on which Delivery occurs.

      Delivery Location - the facilities of the Manufacturer at the location of
      final assembly of the Aircraft, which is currently at the works of Airbus
      France S.A.S. works in Toulouse, France.

      Designated Buyer - as defined in Clause 9.

      Development Changes - as defined in Clause 2.1.4.

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<PAGE>

      DGAC - the Direction Generale de l'Aviation Civile of France, or any
      successor agency thereto.

      EASA-European Aviation Safety Agency or any successor agency thereto.

      Excusable Delay - as defined in Clause 10.1.

      Export Certificate of Airworthiness - an export certificate of
      airworthiness issued by the Aviation Authority of the Delivery Location.

      FAA - the U.S. Federal Aviation Administration, or any successor agency
      thereto.

      Final Contract Price - as defined in Clause 3.2.

      Free Carrier or FCA - as defined in Incoterms 2000: ICC Official Rules for
      the Interpretation of Trade Terms, published by the International Chamber
      of Commerce.

      In-house Warranty Labor Rate - as defined in Clause 12.1.8(v).

      In-house Warranty Repair - as referred to in Clause 12.1.8.

      Initial Payment- each of the initial payment amounts described in Clause
      5.3.

      Interface Problem - as defined in Clause 12.4.1.

      LIBOR - the London Interbank Offered Rate determined on the basis of the
      offered rates for deposits in US dollars for each stated interest period
      (or for six-month deposits in US dollars if no interest period is stated),
      which appears on the Reuters Screen LIBO Page as of 11:00 a.m., London
      time, on the second Working Day prior to the start of the relevant
      interest period. If at least two (2) such offered rates appear on the
      Reuters Screen LIBO Page, the rate for that interest period will be the
      arithmetic mean of such offered rates rounded to the nearest one-hundred
      thousandth of a basis point. If fewer than two (2) offered rates appear,
      the rate for that interest period will be "LIBOR" as quoted by National
      Westminster Bank, plc or any successor thereto. "Reuters Screen LIBO Page"
      means the display designated as page "LIBO" on the Reuters Monitor Money
      Rates Service (or any successor to such page or service).

      Manufacturer - Airbus S.A.S., societe par actions simplifiee, of the
      Republic of France.

      Manufacturer Specification Change Notice or MSCN -as defined in Clause
      2.1.3.

      Predelivery Payment - any of the payments made in accordance with Clause
      5.2.

      Predelivery Payment Reference Price - as defined in Clause 5.2.2.

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<PAGE>

      Propulsion Systems - the two (2) General Electric GEnx-1A72 powerplants
      installed on an Aircraft or to be installed on an Aircraft at Delivery,
      each composed of the powerplant (as such term is defined in Chapters 70-80
      of ATA Specification 100 (Revision 21), but limited to the equipment,
      components, parts and accessories included in the powerplant, as so
      defined) that have been sold to the Manufacturer by General Electric.

      Ready for Delivery - with respect to any Aircraft, the term applicable to
      such Aircraft when (i) the Technical Acceptance Process has been
      successfully completed for such Aircraft and (ii) the Export Certificate
      of Airworthiness has been issued therefor.

      Resident Customer Support Representative - as set forth in Clause 15.2.1.

      Scheduled Delivery Month - as defined in Clause 9.1.1.

      SCN - as set forth in Clause 2.1.2

      Seller Price Revision Formula - as set forth in Exhibit G.

      Service Life Policy - as set forth to in Clause 12.2.

      Software Products - software, whether bundled with data or not,
      specifically designed to provide the Buyers with certain maintenance and
      operation capabilities further detailed in the ANACS Customer Support
      Catalog.

      Specification - collectively or individually, as applicable, the A350-800
      Specification or A350-900 Specification.

      Specification Change Notice or SCN - as defined in Clause 2.1.2.

      Supplier - any supplier of Supplier Parts.

      Supplier Part - any component, equipment, accessory or part installed in
      an Aircraft at the time of Delivery thereof, not including the Propulsion
      Systems or Buyer Furnished Equipment, for which there exists a Supplier
      Product Support Agreement.

      Supplier Product Support Agreement - an agreement between the Manufacturer
      and a Supplier containing enforceable and transferable warranties (and in
      the case of landing gear suppliers, service life policies for selected
      structural landing gear elements).

      Technical Data - as set forth in Exhibit F.

      Technical Acceptance Process - as defined in Clause 8.1.1.

      Termination Event - as defined in Clause 21.1.

      Training Conference - as defined in Clause 16.4.1.

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                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

      Type Certificate - as defined in Clause 7.1.

      Warranted Part - as defined in Clause 12.1.1.

      Warranty Claim - as defined in Clause 12.1.7(v).

      Working Day - with respect to any action to be taken hereunder, a day
      other than a Saturday, Sunday or other day designated as a holiday in the
      jurisdiction in which such action is required to be taken.

      The terms "herein," "hereof" and "hereunder" and other words of similar
      import refer to this Agreement, and not a particular Clause thereof. The
      definition of a singular in this Clause will apply to plurals of the same
      words.

      Except for the purposes of and as provided in Clause 22.10, references in
      this Agreement to an exhibit, schedule, article, section, subsection or
      clause refer to the appropriate exhibit or schedule to, or article,
      section, subsection or clause in this Agreement.

      Except for the preceding sentence, each agreement defined in this Clause 0
      will include all appendices, exhibits and schedules to such agreement. If
      the prior written consent of any person is required hereunder for an
      amendment, restatement, supplement or other modification to any such
      agreement and the consent of each such person is obtained, references in
      this Agreement to such agreement will be to such agreement as so amended,
      restated, supplemented or modified.

      References in this Agreement to any statute will be to such statute as
      amended or modified and in effect at the time any such reference is
      operative.

      Technical and trade terms used but not defined herein will be defined as
      generally accepted in the airline and/or aircraft manufacturing industries
      or as otherwise described.

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                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

1     SALE AND PURCHASE

      The Seller will cause to be manufactured and will sell and deliver, and
      the Buyer will purchase (from the Seller) and take delivery of the
      Aircraft, subject to the terms and conditions in this Agreement.

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<PAGE>

2     SPECIFICATION

2.1   Specification Documents

2.1.1 The Aircraft will be manufactured in accordance with the applicable
      Specification.

2.1.2 Specification Change Notice

      The Specification may be amended in writing by the Buyers and the Seller
      by a Specification Change Notice in substantially the form set out in
      Exhibit B-1 (each, an "SCN"). An SCN will set out the SCN's effectivity
      and the particular change to be made to the Specification and the effect,
      if any, of such change on design, performance, weight, Scheduled Delivery
      Month of the Aircraft affected thereby, interchangeability or
      replaceability requirements of the Specification and text of the
      Specification. An SCN may result in an adjustment of the Base Price of the
      Aircraft, which adjustment, if any, will be specified in the SCN. SCNs
      will not be binding on either party until signed by persons duly
      authorized by each of the Buyers and the Seller, but upon being so signed,
      will constitute amendments to this Agreement.

2.1.3 [...***...]

2.1.4 Development Changes

      As stated in Clause 2.1.3, changes may be made by the Seller without the
      Buyers' consent when changes to the Aircraft that do not adversely affect
      price, Scheduled Delivery Month, weight of the Aircraft affected thereby,
      performance, interchangeability requirements or replaceability
      requirements of the Specifications of the Aircraft affected thereby are
      deemed by the Seller to be necessary to improve the Aircraft affected
      thereby, prevent delay or ensure compliance with this Agreement
      ("DEVELOPMENT Changes"). Development Changes will be made by either an
      MSCN or a manufacturer's information document prior to Delivery of the
      relevant Aircraft.

***   Confidential Treatment Requested

AWE/USA - A350 - PA                                                           11
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

2.2   Customization Milestones Chart

      Within a reasonable period after signature of this Agreement, the Seller
      will provide the Buyers with a chart called the "Customization Milestones
      Chart," defining the lead times before Delivery needed for agreeing on
      items requested by the Buyers from the Standard Specifications and
      Configuration Guides CD-ROM.

2.3   Propulsion Systems

      Each Airframe will be equipped with a set of Propulsion Systems. Each
      Airframe will be equipped with nacelles and thrust reversers.

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<PAGE>

3     PRICE

3.1   Base Price of the Aircraft

3.1.1 Aircraft

3.1.1. The Base Price of each A350-800 Aircraft is the sum of

      (i)   [...***...]

      (ii)  [...***...]

3.1.2 The Base Price of each A350-900 Aircraft is the sum of

      (i)   [...***...]

      (ii)  [...***...]

3.2   The Final Contract Price of an Aircraft will be the sum of:

      (i)   the Base Price of the applicable Aircraft, adjusted to the Delivery
            Date of such Aircraft in accordance with the Seller Price Revision
            Formula, [...***...];

      (ii)  the price of any SCNs for the Aircraft entered into after the date
            of signature of this Agreement, as adjusted to the Delivery Date in
            accordance with the Seller Price Revision Formula; and

      (iii) any other amount resulting from any other provisions of this
            Agreement and/or any other written agreement between the Buyers and
            the Seller relating to the Aircraft.

***  Confidential Treatment Requested

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<PAGE>

3.3   Taxes, Duties and Imposts

3.3.1 [...***...]

3.3.2 [...***...]


*** Confidential Treatment Requested

AWE/USA - A350 - PA                                                           14
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<PAGE>



3.3.3 [...***...]

3.3.4 [...***...]

*** Confidential Treatment Requested

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<PAGE>

4     PRICE REVISION

      [...***...], the Base Price of the Aircraft is subject to revision up to
      and including the Delivery Date, in accordance with the Seller Price
      Revision Formula.

***  Confidential Treatment Requested

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<PAGE>

5     PAYMENT TERMS

5.1   The Buyers will, jointly and severally, pay the Predelivery Payments, the
      Balance of the Final Contract Price and any other amount due hereunder in
      immediately available funds in United States dollars to the Seller's
      account with CALYON New York, 1301 Avenue of the Americas, New York, or to
      such other account within the United States as may be designated by the
      Seller.

5.2   Predelivery Payments

5.2.1 Predelivery Payments are nonrefundable and will be paid by the Buyers,
      jointly and severally, to the Seller for each Aircraft. [...***...] The
      aggregate Predelivery Payment amount is thirty percent (30%) of the
      Predelivery Payment Reference Price.

5.2.2 The Predelivery Payment Reference Price is:

           A =    Pb (1 + 0.04N)

           where

           A =    the Predelivery Payment Reference Price
                  for an Aircraft to be delivered in calendar
                  year T.

           Pb =   the Base Price of the Aircraft.

           N  =   (T - 2005).

           T  =   the year of delivery of the relevant Aircraft.

5.2.3 Predelivery Payments will be paid according to the following schedule.

<TABLE>
<CAPTION>
                                                                            Percentage of Predelivery
                                                                                     Payment
Payment Date                                                                     Reference Price
------------                                                                -------------------------
<S>           <C>                                                           <C>
1st Payment   On signature of this Agreement                                        [...***...]

              No later than the first Working Day of the
              following months:

2d Payment    The thirty-sixth (36th) month before the                              [...***...]
              Scheduled Delivery Month of each Aircraft as set
              forth in this Agreement

</TABLE>

*** Confidential Treatment Requested

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<PAGE>

<TABLE>
<S>           <C>                                                            <C>
3d Payment    The twenty-fourth (24th) month before the
              Scheduled Delivery Month of each Aircraft as set                5%
              forth in this Agreement

4th Payment   The eighteenth (18th) month before the Scheduled                5%
              Delivery Month of each Aircraft as set forth in
              this Agreement

5th Payment   The twelfth (12th) month before the Scheduled                   5%
              Delivery Month of each Aircraft as set forth in
              this Agreement

6th Payment   The sixth (6th) month before the Scheduled                      5%
              Delivery Month of each Aircraft as set forth in
              this Agreement

TOTAL PAYMENT PRIOR TO DELIVERY                                              30%
</TABLE>

      All Predelivery Payments that are past due on signature of this Agreement
      will be paid at signature of this Agreement.

5.2.4 The Seller will be entitled to hold and use any Predelivery Payment as
      absolute owner thereof, subject only to the obligation to deduct
      Predelivery Payments from the Final Contract Price when calculating the
      Balance of the Final Contract Price. The Seller will be under no
      obligation to segregate any Predelivery Payment, or any amount equal
      thereto, from the Seller's funds.

5.2.5 SCN Predelivery Payment

      [...***...]

      (i)   For each such SCN executed before the first day of the eighteenth
            (18th) month before the Scheduled Delivery Month, the Buyers will,
            jointly and severally, make a Predelivery Payment equal to fifteen
            percent (15%) of the SCN price. This Predelivery Payment will be
            paid on the first day of the twelfth (12th) month before the
            Scheduled Delivery Month.

      (ii)  For each such SCN executed after the first day of the eighteenth
            month (18th) and before the first day of the twelfth (12th) month
            before the Scheduled Delivery Month, this Predelivery Payment will
            amount to thirty percent (30%) of the SCN price, and for each SCN
            executed after the first day of the twelfth (12th) month and before
            the first day of the ninth (9th) month before the Scheduled Delivery
            Month

*** Confidential Treatment Requested

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<PAGE>

            this payment will amount to fifty percent (50%) of the SCN price.
            These payments will be paid on the first day of the sixth (6th)
            month before the Scheduled Delivery Month.

5.3   Initial Payment

      [...***...]



5.4   Payment of Balance of the Final Contract Price

      Concurrent with each Delivery, the Buyers will, jointly and severally, pay
      to the Seller the Balance of the Final Contract Price for the applicable
      Aircraft. The Seller's receipt of the full amount of all Predelivery
      Payments and of the Balance of the Final Contract Price, including any
      amounts due under Clause 5.6, will be a condition precedent to the
      Seller's obligation to deliver such Aircraft to the Designated Buyer.

5.5   Payment Setoff

      Notwithstanding any other rights the Seller may have at contract or at
      law, the Buyers and the Seller hereby agree that should any amount
      (whether under this Agreement or under any other agreement between any
      Buyer or any of their respective Affiliates and the Seller or any of its
      Affiliates and whether at the stated maturity of such amount, by
      acceleration or otherwise) become due and payable by such Buyer or its
      Affiliates, and not be paid in full in immediately available funds on the
      date due, then the Seller will have the right to debit and apply, in whole
      or in part, the Predelivery Payments paid to the Seller by the Buyers
      hereunder against such unpaid amount. The Seller will promptly notify the
      Buyers in writing after such debiting and application.

5.6   Overdue Payments

      If any payment due the Seller is not received by the Seller on the date or
      dates agreed on between the Buyers and the Seller, the Seller will have
      the right to claim from the Buyers and the Buyers will promptly pay to the
      Seller on receipt of such claim [...***...] per annum on the amount of
      such overdue payment, to be calculated from and including the due date of
      such payment to (but excluding) the date such payment is received by the
      Seller, on the basis of a 360-day year and the actual number of days
      elapsed. The Seller's right to receive such interest will be in addition
      to any other rights of the Seller hereunder or at law.

*** Confidential Treatment Requested

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<PAGE>

5.7   Proprietary Interest

      Notwithstanding any provision of law to the contrary, none of the Buyers
      will, by virtue of anything contained in this Agreement (including,
      without limitation, the making of any Predelivery Payments hereunder, or
      any designation or identification by the Seller of a particular Aircraft
      as an Aircraft to which any of the provisions of this Agreement refer)
      acquire any proprietary, insurable or other interest whatsoever in any
      Aircraft before Delivery of and payment for such Aircraft, as provided in
      this Agreement.

5.8   Payment in Full

      The Buyers' obligation to make payments to the Seller hereunder will not
      be affected by and will be determined without regard to any setoff,
      counterclaim, recoupment, defense or other right that any Buyer may have
      against the Seller or any other person and all such payments will be made
      without deduction or withholding of any kind. Each Buyer will ensure that
      the sums received by the Seller under this Agreement will be equal to the
      full amounts expressed to be due the Seller hereunder, without deduction
      or withholding on account of and free from any and all taxes, levies,
      imposts, duties or charges of whatever nature, except that if any Buyer is
      compelled by law to make any such deduction or withholding, the Buyers
      will, jointly and severally, pay such additional amounts to the Seller as
      may be necessary so that the net amount received by the Seller after such
      deduction or withholding will equal the amounts that would have been
      received in the absence of such deduction or withholding.

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6     INSPECTION

6.1   Inspection Procedures

6.1.1 All work to be carried out on the Aircraft and all materials and parts
      thereof will be open to inspection during business hours by duly
      authorized representatives of the Buyers or their designee at the
      respective works of the Associated Contractors and, if possible, at the
      works of their respective subcontractors. These representatives will have
      access to such relevant technical data as are reasonably necessary for
      this purpose (except that, if access to any part of the respective works
      where construction is in progress or materials or parts are stored is
      restricted for security reasons, the Associated Contractors will be
      allowed a reasonable time to make the items available for inspection
      elsewhere). The actual detailed inspection of the Aircraft, materials and
      parts thereof will take place only in the presence of the respective
      inspection department personnel of the Associated Contractors or their
      subcontractors. The procedures for such inspections will be agreed on with
      the Buyers before any inspection. The Seller will ensure that such
      personnel will be available at all reasonable times during business hours
      as described above.

6.1.2 All inspections, examinations and discussions with the Seller's, the
      Associated Contractors' or their respective subcontractors' engineering or
      other personnel by the Buyers and their representatives will be performed
      in such a manner as not to delay or hinder either the work to be carried
      out on the Aircraft or the proper performance of this Agreement. In no
      event will any of the Buyers or the representatives of any of them be
      permitted to inspect any aircraft other than the Aircraft. The Seller will
      not permit and will cause the Manufacturer not to permit, any
      representatives, employees, agents or personnel of any airline or customer
      of the Seller other than the Buyers to inspect, or to have access to the
      Aircraft or any designs or specifications relating thereto, without the
      prior written consent of the Buyers.

6.2   Representatives

      For the purposes of Clause 6.1, starting at a mutually agreed date until
      Delivery of the last Aircraft, the Seller will furnish free-of-charge
      secretarial assistance and suitable space, office equipment and facilities
      in or conveniently located with respect to the Delivery Location for the
      use of not more than four (4) representatives of the Buyers during the
      aforementioned period. The Seller will provide internet access, electronic
      mail, facsimile and a telephone at the Buyers' cost to be invoiced on a
      monthly basis.

6.3   The Seller will or will cause the Manufacturer to correct or otherwise
      resolve any deviations from the Specification discovered during any
      inspection or examination conducted under this Clause 6.

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7     CERTIFICATION

      Except as set forth in this Clause 7, the Seller will not be required to
      obtain any certificate or approval with respect to the Aircraft.

7.1   Type Certification

      A type certificate will have been issued by each of EASA and the FAA in
      the transport category (each, a "TYPE CERTIFICATE") prior to Delivery of
      the first Aircraft.

7.2   Export Certificate of Airworthiness

      Subject to the provisions of Clause 7.3, each Aircraft will be delivered
      to the Buyers with an Export Certificate of Airworthiness issued by the
      DGAC or EASA, as applicable, and in a condition enabling the Buyers (or an
      eligible person under then applicable law) to obtain at the time of
      Delivery a Standard Airworthiness Certificate issued pursuant to Part 21
      of the US Federal Aviation Regulations and a Certificate of Sanitary
      Construction issued by the U.S. Public Health Service Food and Drug
      Administration. However, the Seller will have no obligation to make and
      will not be responsible for any costs of alterations or modifications to
      any Aircraft to enable such Aircraft to meet FAA or U.S. Department of
      Transportation requirements for specific operation on the Buyers' routes,
      except as may be provided pursuant to Clause 7.3, whether before, at or
      after Delivery of any Aircraft.

7.3   Additional FAA Requirements

      [...***...]

7.4   Additional EASA Requirements

7.4.1 [...***...]

7.4.2 [...***...]

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7.4.3 [...***...]

7.4.4 Notwithstanding the provisions of Clauses 7.4.3, if a Change in Law
      relates to an item of BFE or to the Propulsion Systems (including to
      engine accessories, quick engine change units or thrust reversers) the
      costs relating thereto will be borne in accordance with such arrangements
      as may be made separately between the Buyers and the manufacturer of the
      BFE or the Propulsion Systems, as applicable, and the Seller will have no
      obligation with respect thereto.

7.5   Specification Changes After Delivery

      Nothing in Clause 7.4 will require the Seller to make any changes or
      modifications to, or to make any payments or take any other action with
      respect to, any Aircraft that is Ready for Delivery before the compliance
      date of any law or regulation referred to in Clause 7.4. Any such changes
      or modifications made to an Aircraft after it is Ready for Delivery will
      be at the Buyers' expense.

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8     BUYER'S TECHNICAL ACCEPTANCE

8.1   Technical Acceptance Process

8.1.1 Prior to Delivery, the Aircraft will undergo a technical acceptance
      process developed by the Seller, [...***...] (the "TECHNICAL ACCEPTANCE
      PROCESS"). Completion of the Technical Acceptance Process will demonstrate
      the satisfactory functioning of the Aircraft and will be deemed to
      demonstrate compliance with the applicable Specification. Should it be
      established that the Aircraft fails to complete the Technical Acceptance
      Process satisfactorily, the Seller will without hindrance from the Buyers
      be entitled to and will carry out any necessary changes to correct the
      reason for such failure and, as soon as practicable thereafter, resubmit
      the Aircraft in order to complete the Technical Acceptance Process.

8.1.2 The Technical Acceptance Process will

      (i)   start on a date notified by the Seller to the Buyers at least ten
            (10) days in advance,

      (ii)  take place at the Delivery Location,

      (iii) be carried out by the personnel of the Seller,

      (iv)  include a technical acceptance flight that will not exceed three (3)
            hours, and

      (v)   conclude in nine (9) Working Days.

8.2   Buyers' Attendance

8.2.1 The Buyers are entitled to attend and observe the Technical Acceptance
      Process.

8.2.2 If any of the Buyers attend the Technical Acceptance Process, each of them

      (i)   will comply with the reasonable requirements of the Seller, with the
            intention of completing the Technical Acceptance Process within nine
            (9) Working Days, and

      (ii)  may, collectively, have a maximum of four (4) representatives (no
            more than three (3) of whom will have access to the cockpit at any
            one time) accompany the Seller's representatives on the technical
            acceptance flight, during which such Buyers' representatives will
            comply with the instructions of the Seller's representatives.

8.2.3 If none of the Buyers attends or any of them fails to cooperate in the
      Technical Acceptance Process, the Seller will be entitled to complete the
      Technical Acceptance Process in compliance with Clause 8.1.1, without such
      Buyer's attendance, and each of

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      the Buyers will be deemed to have accepted that the Aircraft is
      functioning satisfactorily and is in compliance with the Specification, in
      all respects.

8.3   Certificate of Acceptance

      Upon successful completion of the Technical Acceptance Process, each of
      the Buyers will, on or before the Delivery Date, sign and deliver to the
      Seller a certificate of acceptance in respect of the Aircraft in the form
      of Exhibit D (the "CERTIFICATE OF ACCEPTANCE"). [...***...]

8.4   Finality of Acceptance

      The Buyers' signature of the Certificate of Acceptance for the Aircraft
      will constitute waiver by each of the Buyers of any right any of them may
      have under the Uniform Commercial Code as adopted by the State of New York
      or otherwise to revoke acceptance of the Aircraft for any reason, whether
      known or unknown to any of the Buyers at the time of acceptance.

8.5   Aircraft Utilization

      The Seller will, without payment or other liability, be entitled to use
      the Aircraft [...***...] before Delivery to obtain
      the certificates required under Clause 7. Such use will not limit the
      Buyers' obligation to accept Delivery.

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9         DELIVERY

9.1       Delivery Schedule

9.1.1     Subject to any delay contemplated by Clauses 2, 7, 8, 10 and 18, the
          Seller will have the Aircraft Ready for Delivery at the Delivery
          Location within the following months (each a "SCHEDULED DELIVERY
          MONTH").

<TABLE>
<CAPTION>
Scheduled Delivery Month                  Year                 Quantity
------------------------                  ----                 --------
<S>                                       <C>                  <C>

[...***...]
         Total
</TABLE>

9.1.2
9.1.2.1   [...***...]

9.1.2.2   [...***...]
9.1.2.3   [...***...]

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9.1.2.4   [...***...]

9.2.      The Buyers will send their representatives to the Delivery Location to
          take Delivery within seven (7) days after the date on which the
          Aircraft is Ready for Delivery.

9.2.1     The Seller will transfer title to the Aircraft to [...***...] free and
          clear of all encumbrances, provided that the Balance of the Final
          Contract Price has been paid by the Buyers, or any of them, pursuant
          to Clause 5.4 and that the Certificate of Acceptance has been signed
          and delivered to the Seller pursuant to Clause 8.3. [...***...]

9.2.2     If (i) any Buyer fails to deliver the signed Certificate of Acceptance
          to the Seller on or before the Delivery Date, or (ii) the Buyers fail
          pay the Balance of the Final Contract Price for the Aircraft to the
          Seller on the Delivery Date, then each of the Buyers will be deemed to
          have rejected Delivery wrongfully when the Aircraft was duly tendered
          pursuant to this Agreement. If such a deemed rejection arises, the
          Seller will retain title to the applicable Aircraft and the Buyers
          will, jointly and severally, indemnify and hold the Seller harmless
          against any and all costs (including but not limited to any parking,
          storage, and insurance costs) and consequences resulting from the
          Buyers' rejection, it being understood that the Seller will be under
          no duty to store, park, or otherwise protect the Aircraft. These
          rights of the Seller will be in addition to the Seller's other rights
          and remedies in this Agreement.

9.3       Flyaway

9.3.1     The Buyers and the Seller will cooperate to obtain any licenses that
          may be required by the relevant Aviation Authority for the purpose of
          exporting the Aircraft.

9.3.2     All expenses of, or connected with, flying the Aircraft from the
          Delivery Location after Delivery will be borne by the Buyers. The
          Buyers will make direct arrangements with the supplying companies for
          the fuel and oil required for all delivery flights.


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10        EXCUSABLE DELAY AND TOTAL LOSS

10.1      Scope of Excusable Delay

          Neither the Seller, the Manufacturer, the Associated Contractors, nor
          any Affiliate of any of the foregoing, will be responsible for or be
          deemed to be in default on account of delays in delivery or failure to
          deliver or otherwise in the performance of this Agreement or any part
          hereof due to causes reasonably beyond the Seller's, the
          Manufacturer's or any Associated Contractor's control or not
          occasioned by the Seller's, the Manufacturer's or any Associated
          Contractor's fault or negligence ("EXCUSABLE DELAY"), including, but
          not limited to: (i) acts of God or the public enemy, natural
          disasters, fires, floods, storms beyond ordinary strength, explosions
          or earthquakes; epidemics or quarantine restrictions; serious
          accidents; total or constructive total loss; any law, decision,
          regulation, directive or other act (whether or not having the force of
          law) of any government or of the Council of the European Union or the
          Commission of the European Union or of any national, Federal, State,
          municipal or other governmental department, commission, board, bureau,
          agency, court or instrumentality, domestic or foreign; governmental
          priorities, regulations or orders affecting allocation of materials,
          facilities or a completed Aircraft; war, civil war or warlike
          operations, terrorism, insurrection or riots; failure of
          transportation; strikes or labor troubles causing cessation, slow down
          or interruption of work; inability after due and timely diligence to
          procure materials, accessories, equipment or parts or to cause a
          subcontractor or Supplier to furnish materials, components,
          accessories, equipment or parts; general hindrance in transportation;
          (ii) [...***...]; and
          (iii) any delay caused directly or indirectly by the action or
          inaction of any Buyer.

10.2      Consequences of Excusable Delay

10.2.1    If an Excusable Delay occurs,

         (a)   the Seller will

                  (i)   notify the Buyers of such Excusable Delay as soon as
                        practicable after becoming aware of the same;

                  (ii)  not be deemed to be in default in the performance of its
                        obligations hereunder as a result of such Excusable
                        Delay;

                  (iii) not be responsible for any damages arising from or in
                        connection with such Excusable Delay suffered or
                        incurred by any of the Buyers; and

                  (iv)  subject to the provisions of Subclause 10.3 below, as
                        soon as practicable after the removal of the cause of
                        such Excusable Delay, resume performance of its
                        obligations under this Agreement and notify the Buyers
                        of the revised Scheduled Delivery Month; and


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          (b)     [...***...]

10.3      Termination on Excusable Delay

10.3.1    If any Delivery is delayed as a result of an Excusable Delay for a
          period of [...***...] after the last day of the Scheduled Delivery
          Month, then either party may terminate this Agreement with respect to
          the affected Aircraft, by giving written notice the other party
          [...***...] after the expiration of such [...***...] period.

10.3.2    If the Seller has not exercised its right to terminate pursuant to
          Subclause 10.3.1 herein and if the Seller notifies the Buyers of a
          revised Scheduled Delivery Month pursuant to Clause 10.2.1(iv), in
          respect of a delay in Delivery of an Aircraft of [...***...], then the
          Buyers may terminate this Agreement with respect to the affected
          Aircraft. Termination will be made by giving written notice to the
          other party [...***...] after the Buyers' receipt of the notice of a
          revised Scheduled Delivery Month. Any termination pursuant to this
          Clause 10.3.2 as to an Aircraft will discharge the obligations and
          liabilities of the parties hereunder with respect to such Aircraft,
          except that the Seller will [...***...] of such termination pay to an
          account designated by each of the Buyers in writing an amount equal to
          all Predelivery Payments made by the Buyers, or any of them, in
          respect of such Aircraft, provided that none of the Buyers is in
          default under this Agreement or any other agreement with the Seller
          and/or its Affiliates.

10.3.3    If this Agreement is not terminated under the terms of Clause 10.3.1
          or 10.3.2, then the Seller and the Buyers will mutually agree upon a
          new Scheduled Delivery Month after the [...***...] period referred to
          in Clause 10.3.1 or 10.3.2, and this new Scheduled Delivery Month will
          be deemed to be an amendment to the applicable Scheduled Delivery
          Month in Clause 9.1.1.

10.4      Total Loss, Destruction or Damage

          If prior to Delivery, any Aircraft is lost, destroyed or in the
          reasonable opinion of the Seller is damaged beyond economic repair
          ("TOTAL LOSS"), the Seller will notify the Buyers to this effect
          within [...***...] of such occurrence. The Seller will include in said
          notification (or as soon after the issue of the notice as such
          information becomes available to the Seller) the earliest date
          consistent with the Seller's other commitments and production
          capabilities that an aircraft to replace the Aircraft may be delivered
          to the Buyers and the Scheduled Delivery Month will be extended as
          specified in the Seller's notice to accommodate the delivery of the
          replacement aircraft. However, if the Scheduled Delivery Month is
          extended to a month [...***...], then this Agreement will terminate
          with respect to said Aircraft unless:

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          (i)       each of the Buyers notifies the Seller within [...***...]
                    of the date of receipt of the Seller's notice that it
                    desires the Seller to provide a replacement aircraft during
                    the month quoted in the Seller's notice; and

          (ii)      the parties execute an amendment to this Agreement recording
                    the variation in the Scheduled Delivery Month.

          Nothing herein will require the Seller to manufacture and deliver a
          replacement aircraft if such manufacture would require the
          reactivation of its production line for the model or series of
          aircraft that includes the Aircraft. Any termination pursuant to this
          Clause 10.4 as to a particular Aircraft will discharge the obligations
          and liabilities of the parties hereunder with respect to such
          Aircraft, except that the Seller will [...***...] of such
          termination pay to an account designated by each of the Buyers in
          writing an amount equal to all Predelivery Payments made by the
          Buyers, or any of them, in respect of such Aircraft, provided that
          none of the Buyers is in default under this Agreement or any other
          agreement with the Seller and/or its Affiliates.

10.5      REMEDIES

          THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYERS
          FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS
          AS ARE COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO
          WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING,
          WITHOUT LIMITATION, ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES
          OR SPECIFIC PERFORMANCE. NONE OF THE BUYERS WILL BE ENTITLED TO CLAIM
          THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 WHERE
          THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED DIRECTLY OR
          INDIRECTLY BY THE NEGLIGENCE OR FAULT OF ANY BUYER OR ITS
          REPRESENTATIVES.


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11        INEXCUSABLE DELAY

11.1      Liquidated Damages

11.1.1    If

          [...***...]

          then such delay will be termed an "INEXCUSABLE DELAY." In the event of
          an Inexcusable Delay, [...***...]

11.1.2    If

          (i)       an Aircraft is not Ready for Delivery [...***...]

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11.2      Renegotiation

          If, as a result of an Inexcusable Delay, Delivery does not occur
          [...***...] after the last day of the Scheduled Delivery Month, the
          Buyers will have the right, exercisable by written notice given by
          each of them to the Seller [...***...] to require from the Seller a
          renegotiation of the Scheduled Delivery Month for the affected
          Aircraft. Unless otherwise agreed between the Seller and the Buyers
          during such renegotiation, the said renegotiation will not prejudice
          the Buyers' right to receive liquidated damages in accordance with
          Clause 11.1.

11.3      Termination

          If, as a result of an Inexcusable Delay, Delivery does not or cannot
          occur [...***...] and the parties have not renegotiated the Delivery
          Date pursuant to Clause 11.2, then the Buyers collectively, on the one
          hand, and the Seller, on the other, will have the right, exercisable
          by written notice to the other party, given [...***...] to terminate
          this Agreement in respect of the affected Aircraft. In the event of
          termination, neither party will have any claim against the other,
          except that the Seller will pay to an account designated in a writing
          signed by each of the Buyers any amounts due pursuant to Clause 11.1
          and will pay such account [...***...]

11.4      Setoff Payments

          Notwithstanding anything to the contrary contained herein, before
          being required to make any payments under Clauses 11.1 or 11.3 above,
          the Seller will have the right to apply any and all sums previously
          paid by the Buyers, or any of them, to the Seller with respect to an
          Aircraft as to which this Agreement has been terminated to the payment
          of any other amounts that any Buyer or any Affiliate of a Buyer owes
          to the Seller or any Affiliate thereof under any agreement between
          them.

11.5      REMEDIES

          THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYERS
          FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS
          AS ARE COVERED BY CLAUSE 10, AND EACH OF THE BUYERS HEREBY WAIVES ALL
          RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF,
          INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND
          CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. NONE OF THE BUYERS WILL
          BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN
          THIS

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          CLAUSE 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY,
          DIRECTLY OR INDIRECTLY, THE NEGLIGENCE OR FAULT OF ANY BUYER OR ITS
          REPRESENTATIVES.

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12        WARRANTIES AND SERVICE LIFE POLICY

          The Seller represents and warrants that the Manufacturer has provided
          to the Seller the Warranty, Service Life Policy, Supplier Warranties
          and Interface Commitment with respect to the Aircraft that are
          reproduced below between the words QUOTE and UNQUOTE, subject to the
          terms, conditions, limitations and restrictions (including, but not
          limited to, the Exclusivity of Warranties and General Limitations of
          Liability and Duplicate Remedies provisions) set forth below. The
          Seller hereby assigns to the Buyers, and each of the Buyers hereby
          accepts, all of the Seller's rights and obligations as the "Buyer"
          under the said Warranty, Service Life Policy, Supplier Warranties and
          Interface Commitment, and the Seller subrogates the Buyers to all such
          rights and obligations in respect of the Aircraft. The Seller hereby
          warrants to the Buyers that (i) it has all requisite authority to make
          the foregoing assignment to and to effect the foregoing subrogation in
          favor of the Buyers, (ii) such assignment and subrogation are
          effective to confer on the Buyers all of the foregoing rights and
          obligations of the Seller, (iii) the provisions so assigned are in
          full force and effect and have not been amended prior to the date
          hereof, and (iv) the Seller will not enter into any amendment of the
          provisions so assigned without the prior written consent of each of
          the Buyers.

QUOTE

12.1      WARRANTY

12.1.1    Nature of Warranty

          Subject to the limitations and conditions hereinafter provided, and
          except as provided in Clause 12.1.2, the Seller warrants to the Buyers
          that each Aircraft and each Warranted Part will at the time of
          Delivery hereunder be free from defects:

          (i)       in material,

          (ii)      in workmanship, including, without limitation, processes of
                    manufacture,

          (iii)     in design (including, without limitation, selection of
                    materials parts and components) having regard to the state
                    of the art at the date of such design, and

          (iv)      arising from failure to conform to the Specification, except
                    as to immaterial deviations from those portions of the
                    Specification that are expressly stated in the Specification
                    to be estimates or approximations or design aims.

          For the purposes of this Agreement, the term "WARRANTED PART" will
          mean any Seller proprietary component, equipment, accessory or part
          that (a) is installed on or incorporated into an Aircraft at Delivery,
          (b) is manufactured to the detail

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          design of the Seller or a subcontractor of the Seller and (c) bears a
          part number of the Seller at the time of Delivery.

12.1.2    Exceptions

          The warranties set forth in Clause 12.1.1 will not apply to Buyer
          Furnished Equipment, Propulsion Systems, or to any component,
          accessory, equipment or part purchased by any Buyer or the Seller
          [...***...] that is not a Warranted Part, provided, however, that:

     (i)  any defect in the Seller's workmanship in respect of the installation
          of such items in or on the Aircraft, including any failure by the
          Seller to conform to the installation instructions of the
          manufacturers of such items that invalidates any applicable warranty
          from such manufacturers, will constitute a defect in workmanship for
          the purpose of this Clause 12.1 and be covered by the warranty set
          forth in Clause 12.1.1(ii), and

     (ii) any defect inherent in the Seller's design of the installation,
          considering the state of the art at the date of such design, that
          impairs the use or function of such items will constitute a defect in
          design for the purposes of this Clause 12.1 and be covered by the
          warranty set forth in Clause 12.1.1(iii).

12.1.3    Warranty Periods

          The warranties described in Clauses 12.1.1 and 12.1.2 hereinabove will
          be limited to those defects that become apparent within [...***...]
          after Delivery of the affected Aircraft, (the "WARRANTY PERIOD").

12.1.4.1  Limitations of Warranty

          (i)  The Buyers' remedy and the Seller's obligation and liability
               under Clauses 12.1.1 and 12.1.2 are limited to, at the Seller's
               expense and option, the repair, replacement or correction of, or
               the supply of modification kits rectifying the defect to any
               defective Warranted Part, [...***...] However, the Seller may
               furnish a credit to the Buyers, jointly, for the future purchase
               of goods and services (not including Aircraft) equal to the price
               at which the Buyers are then entitled to acquire a replacement
               for the defective Warranted Part.

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            (ii)  [...***...]

            (iii) [...***...]

12.1.5      Cost of Inspection

            (i)   In addition to the remedies set forth in Clauses 12.1.4(i) and
                  12.1.4(ii), the Seller will reimburse the direct labor costs
                  spent by the Buyers in performing inspections of the Aircraft
                  that are conducted:

                  (a)   to determine whether a defect exists in any Warranted
                        Part within the Warranty Period; or

                  (b)   pending the Seller's provision of a corrective technical
                        solution.

            (ii)  The Seller's liability under Clause 12.1.5(i) is subject to
                  the following conditions:

                  (a)   such inspections are recommended by a Seller Service
                        Bulletin to be performed within the Warranty Period;

                  (b)   the inspections are not performed during a scheduled
                        maintenance check recommended by the Seller's
                        Maintenance Planning Document; the labor rate for the
                        reimbursements will be the In-House Warranty Labor Rate,
                        and

            (iii) [...***...]

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12.1.5      Warranty Claim Requirements

            The Buyers' remedy and the Seller's obligation and liability under
            this Clause 12.1, with respect to each claimed defect, are subject
            to the following conditions precedent:

            (i)   the existence of a defect covered by the provisions of this
                  Clause 12.1,

            (ii)  the defect becomes apparent within the Warranty Period, except
                  as provided in Clause 12.1.4(iii),

            (iii) a Buyer submits to the Seller evidence reasonably satisfactory
                  to the Seller that the claimed defect is due to a matter
                  covered under the provisions of this Clause 12, and that such
                  defect did not result from any act or omission of any of the
                  Buyers, including but not limited to, any failure to operate
                  and maintain the affected Aircraft or part thereof in
                  accordance with the standards set forth in Clause 12.1.11 or
                  from any act or omission of any third party,

            (iv)  a Buyer returns as soon as practicable the Warranted Part
                  claimed to be defective to the repair facilities designated by
                  the Seller, unless the Buyers elect to repair a defective
                  Warranted Part in accordance with the provisions of Clause
                  12.1.8,

            (v)   the Seller receives a "WARRANTY CLAIM" complying with the
                  provisions of Clause 12.1.7(v).

12.1.7      Warranty Administration

            The warranties set forth in Clause 12.1 will be administered as
            hereinafter provided:

            (i)   Claim Determination. Determination as to whether any claimed
                  defect in any Warranted Part entitles the Buyers to a remedy
                  under this Clause 12.1 will be made by the Seller, in
                  consultation with the Buyers, and will be based on claim
                  details, reports from the Seller's regional representative,
                  historical data logs, inspections, tests, findings during
                  repair, defect analysis and other relevant documents and
                  information.

            (ii)  Transportation Costs. [...***...]

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                  [...***...]

            (iii) [...***...]

                  [...***...]

            (iv)  [...***...]

                  [...***...]

            (v)   [...***...]

                  (a)   Description of the defect and any action taken

                  (b)   Date of incident and/or removal

                  (c)   Description of the Warranted Part claimed to be
                        defective

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                  (d)   Part number

                  (e)   Serial number (if applicable)

                  (f)   Position on Aircraft, according to Catalog Sequence
                        Number of the Illustrated Parts Catalog, Aircraft
                        Maintenance Manual, Component Maintenance Manual or
                        Structural Repair Manual, as applicable

                  (g)   Total flying hours or calendar times, as applicable, at
                        the date of appearance of a defect

                  (h)   Time since last shop visit at the date of appearance of
                        defect

                  (i)   Manufacturer's serial number (MSN) of the Aircraft
                        and/or its registration number

                  (j)   Aircraft total flying hours and/or number of landings at
                        the date of appearance of defect

                  (k)   Claim number

                  (l)   Date of claim

                  (m)   Date of delivery of an Aircraft or Warranted Part to the
                        Buyer

            Warranty Claims are to be addressed as follows:

            Airbus
            Customer Services Directorate
            Warranty Administration
            Rond-Point Maurice Bellonte
            B.P. 33
            F-31707 Blagnac Cedex, France

      (vi)  Replacements. Replacements made pursuant to this Clause 12.1 will be
            made within the lead time defined in the Seller's Spare Parts Price
            Catalog. [...***...]. Replaced components, equipment,
            accessories or parts will become the Seller's property.

            Title to and risk of loss of any Aircraft, component, accessory,
            equipment or part returned by any of the Buyers to the Seller will
            at all times remain with such Buyer, except that (i) when the Seller
            has possession of a returned Aircraft, component, accessory,
            equipment or part to which any of the Buyers has title, the Seller
            will have such responsibility therefor as is chargeable by law to a
            bailee for hire, but the Seller will not be liable for loss of use,
            and (ii) title to and risk of loss of a returned component,
            accessory, equipment or part will pass to the Seller on shipment by
            the Seller to a Buyer of any item furnished by the Seller to such
            Buyer as a replacement therefor or on the Seller's issuance of a
            credit with respect thereto. Upon the Seller's shipment to a Buyer
            of any replacement component, accessory, equipment or part provided
            by the Seller pursuant to this Clause 12.1,


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        title to and risk of loss of such component, accessory, equipment or
        part will pass to such Buyer.

        (vii)   Seller's Acceptance and Rejection. [...***...] The Seller will
                provide reasonable written substantiation in case of rejection
                of a Warranty Claim. The Buyers will pay the Seller (a)
                reasonable inspection and test charges incurred by the Seller in
                connection with the investigation and processing of a rejected
                Warranty Claim, [...***...] and (b) all costs incurred by the
                Seller including transportation to the ANACS Spares Center in
                Ashburn, VA, insurance, and any other associated costs.
                [...***...]

        (viii)  Inspection. The Seller will have the right to inspect the
                affected Aircraft and documents and other records relating
                thereto in the event of any claim under this Clause 12.1 on
                reasonable prior written notice to the Buyers and such
                inspection will not unreasonably interfere with the Buyers'
                operation and personnel.

12.1.8  In-house Warranty

        (i)     Authorization. Each of the Buyers is hereby authorized to repair
                Warranted Parts, subject to the terms of this Clause 12.1.8
                ("IN-HOUSE WARRANTY REPAIR"). [...***...], such Buyer will
                notify the Resident Customer Support Representative of its
                decision to perform any In-house Warranty Repairs before such
                repairs are commenced. Such Buyer's notice will include
                sufficient detail regarding the defect, estimated or actual
                labor hours and material, as applicable, to allow the Seller to
                ascertain the reasonableness of the estimate. [...***...] The
                Seller will use reasonable efforts to ensure a prompt response
                and will not unreasonably withhold authorization.

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        (ii)    Conditions of Authorization. The Buyers will be entitled to the
                benefits under this Clause 12.1.8 for repair of Warranted Parts:

                [...***...]

        (iii)   Seller's Rights. The Seller will have the right to require the
                delivery to it of any Warranted Part, or any part removed
                therefrom that is claimed to be defective, if, in the Seller's
                judgment, the nature of the claimed defect requires technical
                investigation. Such delivery will be subject to the provisions
                of Clause 12.1.7(ii).

        Subject to applicable safety rules, the Seller will have the right to
        have a representative present as an observer during the disassembly,
        inspection and testing of any Warranted Part claimed to be defective.
        Such representatives will not unreasonably interfere with the Buyers'
        operation and personnel.

        (iv)    In-house Warranty Claim Substantiation. Claims for In-house
                Warranty Repair credit will comply with the requirements in
                Warranty Claims under Clause 12.1.6(v) and in addition, to the
                extent ascertainable, will include:

                (a)     A report of technical findings with respect to the
                        defect

                (b)     For parts required to remedy the defect

                        -       part numbers,

                        -       serial numbers (if applicable),

                        -       description of the parts,

                        -       quantity of parts,

                        -       unit price of parts,

                        -       related Seller's or third party's invoices (if
                                applicable),

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                        -       total price of parts

                (c)     Detailed number of labor hours

                (d)     In-house Warranty Labor Rate

                (e)     Total claim amount

        (v)     Credit. The Buyers' sole remedy, and the Seller's sole
                obligation and liability, in respect of In-house Warranty Repair
                claims, will be a credit to the Buyers' account. Such credit
                will be equal to the sum of the direct labor cost expended in
                performing such repair and the direct cost of materials
                incorporated in the repair. Such costs will be determined as set
                forth below.

                (a)     To determine direct labor costs, only the labor hours
                        spent on access, disassembly, inspection, repair,
                        reassembly, and final inspection and test (including
                        flight tests necessary to complete such repair) of the
                        Warranted Part alone will be counted. The hours required
                        for maintenance work concurrently being carried out on
                        the Aircraft or Warranted Part will not be included.

                (b)     [...***...]

                        The In-house Warranty Labor Rate is subject to
                        adjustment annually by multiplying the same by the ratio
                        ECIn/ECIb. For the purposes of this Clause 12.1.8(v)
                        only, ECIn is equal to the Labor Index defined in the
                        Seller Price Revision Formula for January of the year in
                        which the hours are spent and ECIb is equal to such
                        Labor Index for January 2005.

                (c)     Direct material costs are determined by the prices at
                        which the Buyers, or any of them, acquired such
                        replacement material, excluding any parts and materials
                        used for overhaul furnished free of charge by the
                        Seller.

        (vi)    Limitation on Credit. The Buyers will in no event be credited
                for repair costs (including labor and material) for any
                Warranted Part if such repair


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                costs exceed, in the aggregate, (x) [...***...] of
                the Seller's then current catalog price for a replacement of
                such Warranted Part or (y) those costs that would have resulted
                if repairs had been carried out at the Seller's facilities.

        The Seller will substantiate the costs referred to in Clause
        12.1.8(vi)(y) in writing on reasonable request by the Buyers.

        (vii)   Scrapped Material. Each of the Buyers may, with the agreement of
                the Resident Customer Support Representative, scrap any
                defective Warranted Parts that are beyond economic repair and
                not required for technical evaluation. If such Buyer does not
                obtain the written agreement of the Resident Customer Support
                Representative to scrap a Warranted Part, then such Buyer will
                retain such Warranted Part and any defective part removed from a
                Warranted Part during repair for a period of either one hundred
                and [...***...] after the date of completion of repair or
                [...***...] after submission of a claim for In-house Warranty
                Repair credit relating thereto, whichever is longer. Such parts
                will be returned to the Seller within [...***...] of receipt of
                the Seller's request therefor, at the Seller's expense
                (including costs relating to the fabrication of a shipping
                container specifically required for this shipment only.)

        (viii)  DISCLAIMER OF SELLER LIABILITY FOR BUYER'S REPAIR

                THE SELLER WILL NOT BE LIABLE FOR, AND EACH OF THE BUYERS WILL,
                JOINTLY AND SEVERALLY, INDEMNIFY THE SELLER AGAINST, CLAIMS OF
                ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT, NONCONFORMANCE
                OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY
                REPAIR OF WARRANTED PARTS UNDERTAKEN BY ANY OF THE BUYERS UNDER
                THIS CLAUSE 12.1.8 OR ANY OTHER ACTIONS UNDERTAKEN BY ANY OF THE
                BUYERS UNDER THIS CLAUSE 12.1.8, WHETHER SUCH CLAIM IS ASSERTED
                IN CONTRACT OR IN TORT, OR IS PREMISED ON ALLEGED, ACTUAL,
                IMPUTED, ORDINARY OR INTENTIONAL ACTS OR OMISSIONS OF ANY BUYER
                OR THE SELLER.

12.1.9  Warranty Transferability

        The warranties provided for in this Clause 12.1 for any Warranted Part
        will accrue to the benefit of any operator other than a Buyer if the
        Warranted Part enters into the possession of such operator as a result
        of a pooling agreement between such operator and a Buyer, in accordance
        with the terms and subject to the limitations and exclusions of the
        foregoing warranties and to applicable laws or regulations.


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12.1.10 Warranty for Corrected, Replacement or Repaired Warranted Parts

        Whenever any Warranted Part that contains a defect for which the Seller
        is liable under this Clause 12.1 has been corrected, repaired or
        replaced pursuant to the terms of this Clause 12, the period of the
        Seller's warranty with respect to such corrected, repaired or
        replacement Warranted Part, will be the remaining portion of the
        original Warranty Period in respect of such corrected, repaired or
        replaced Warranted Part. If a defect is attributable to a defective
        repair or replacement by any of the Buyers, a Warranty Claim with
        respect to such defect will be rejected, notwithstanding any subsequent
        correction or repair, and will immediately terminate the remaining
        warranties under this Clause 12.1 in respect of the affected Warranted
        Part.

12.1.11 Standard Airline Operation - Normal Wear and Tear

        The Buyers' rights under this Clause 12.1 are subject to the Aircraft
        and each component, equipment, accessory and part thereof being
        maintained, overhauled, repaired and operated in accordance with FAA
        regulations and the Buyers' FAA-approved maintenance program and
        operating procedures.

        The Seller's liability under this Clause 12.1 will not extend to normal
        wear and tear nor, to the extent caused by any of the following, to:

        (i)     any Aircraft or component, equipment, accessory or part thereof
                that has been repaired, altered or modified after Delivery in a
                manner inconsistent with the requirements of the applicable
                Aviation Authority or the aircraft repair manuals, as
                applicable;

        (ii)    any Aircraft or component, equipment, accessory or part thereof
                that has been operated in a damaged state; or

        (iii)   any component, equipment, accessory or part from which the
                trademark, trade name, part or serial number or other
                identification marks have been removed.

        The limitations of the Seller's liability under this Clause 12.1.11
        resulting from causes described in Clauses 12.1.11(i) and 12.1.11(ii)
        will apply only to the extent the Seller submits reasonable evidence
        that the defect arose from or was contributed to by such causes.

12.2    SELLER SERVICE LIFE POLICY

12.2.1  Scope and Definitions

        In addition to the warranties set forth in Clause 12.1, the Seller
        agrees that, should a Failure occur in any Item (as such terms are
        defined below), then, subject to the

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        general conditions and limitations set forth in Clause 12.2.4, the
        provisions of this Clause 12.2 will apply.

        For the purposes of this Clause 12.2,

        (i)     "ITEM" means any of the Seller components, equipment,
                accessories or parts listed in Exhibit C that are installed on
                an Aircraft at any time during the period of effectiveness of
                the Service Life Policy as defined below in Clause 12.2.2;

        (ii)    "FAILURE" means any breakage of, or defect in, an Item that

                (x)     materially impairs the utility or safety of the Item,

                (y)     did not result from any breakage or defect in any other
                        Aircraft part or component or from any other extrinsic
                        force, and

                (z)     has occurred or can reasonably be expected to occur, but
                        does not necessarily occur, on a repetitive or fleetwide
                        basis.

        The Seller's obligations under this Clause 12.2 are referred to as the
        ("SERVICE LIFE POLICY")

12.2.2  Periods and Seller's Undertaking

        Subject to the general conditions and limitations set forth in Clause
        12.2.4, the Seller agrees that if a Failure occurs in an Item within
        [...***...] after the Delivery of the Aircraft on which such Item
        is installed, the Seller will, at its discretion, as promptly as
        practicable and for a price that reflects the Seller's financial
        participation as hereinafter provided:

        (i)     design and furnish to the Buyers a terminating correction for
                such Item and provide any parts required for such correction
                (including Seller designed standard parts but excluding industry
                standard parts), or

        (ii)    replace such Item.

12.2.3  Seller's Participation in the Cost

        Any part or Item that the Seller is required to furnish to the Buyers
        under this Service Life Policy will be furnished at the Seller's current
        sales price therefor, less the Seller's financial participation, which
        will be determined in accordance with the following formula:

        P =      C ( N - T ) /  N

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          where

          P:  financial participation of the Seller,

          C:  the Seller's then current sales price for the required Item or
              required Seller designed parts,

          T:  total time in months since Delivery of the Aircraft in which the
              Item subject to a Failure was originally installed, and

          N:  [...***...]

12.2.4    General Conditions and Limitations

12.2.4.1  Notwithstanding any provision of this Clause 12.2, during the Warranty
          Period, all Items will be covered by the provisions of Clause 12.1 and
          not by the provisions of this Clause 12.2.

12.2.4.2  The Buyers' remedies and the Seller's obligations and liabilities
          under this Service Life Policy are subject to compliance by the Buyers
          with the following conditions:

          (i)       The Buyers will generate maintain log books and other
                    historical records as required by the FAA, and will retain
                    the same for the duration of this Service Life Policy, with
                    respect to each Item adequate to enable the determination as
                    to whether the alleged Failure is covered by this Service
                    Life Policy and, if so, to allocate the portion of the cost
                    to be borne by the Seller in accordance with Clause 12.2.3.

          (ii)      The Buyers will keep the Seller informed, by making
                    available any relevant records upon request, of any
                    significant incidents relating to an Aircraft, howsoever
                    occurring or recorded.

          (iii)     The conditions of Clause 12.1.11 will have been complied
                    with.

          (iv)      The Buyers will implement specific structural inspection
                    programs for monitoring purposes as may be established from
                    time to time by the Seller and the Buyers. Such programs
                    will be, to the extent possible, compatible with the Buyers'
                    operational requirements and will be carried out at the
                    Buyers' expense. Reports relating thereto will be regularly
                    furnished to the Seller on a reasonable request.

          (v)       The Buyers will report in writing any breakage or defect
                    that may be covered by the Service Life Policy to the Seller
                    within [...***...] after such breakage or defect
                    becomes apparent, whether or not the same can reasonably be
                    expected to occur in any other Aircraft, and the Buyers

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                    will inform the Seller in sufficient detail about such
                    breakage or defect to enable the Seller to determine whether
                    the same is subject to this Service Life Policy.

12.2.4.3  Except as otherwise provided in this Clause 12.2, any claim under this
          Service Life Policy will be administered as provided in, and will be
          subject to the terms and conditions of, Clause 12.1.6.

12.2.4.4  If the Seller has issued a service bulletin modification applicable to
          an Aircraft, the purpose of which is to avoid a Failure, the Seller
          will offer the necessary modification kit free of charge or under a
          pro rata formula established by the Seller. If such a kit is so
          offered to the Buyers, then, in respect of such Failure and any
          Failures that could ensue therefrom, the Seller's commitment under
          this Clause 12.2 will be subject to the Buyers' incorporating such
          modification in the relevant Aircraft, within a reasonable time, as
          promulgated by the Seller and in accordance with the Seller's
          instructions.

12.2.4.5  THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE GUARANTEE,
          NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO
          CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN
          AND MANUFACTURING ART. THE SELLER'S OBLIGATION UNDER THIS CLAUSE 12.2
          IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS
          THEREFOR AS PROVIDED IN THIS CLAUSE 12.2. THE BUYERS' SOLE REMEDY AND
          RELIEF FOR THE NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE
          SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY WILL BE
          IN MONETARY DAMAGES, LIMITED TO THE AMOUNT THE BUYERS REASONABLY
          EXPEND IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS
          THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO
          WHICH SUCH NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYERS
          OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN
          RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE
          EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY
          PROVISIONS SET FORTH IN CLAUSE 12.5, EACH OF THE BUYERS HEREBY WAIVES,
          RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR
          CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS,
          CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE
          POLICY.

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12.2.5    Transferability

          The Buyers' rights under this Clause 12.2 will not be assigned, sold,
          transferred or otherwise alienated by operation of law or otherwise,
          without the Seller's prior written consent.

          Any unauthorized assignment, sale, transfer or other alienation of any
          Buyer's rights under this Service Life Policy will, as to the Aircraft
          involved, immediately void this Service Life Policy in its entirety.

12.3      SUPPLIER WARRANTIES AND SERVICE LIFE POLICIES

12.3.1    Seller's Support

          Before Delivery of the first Aircraft, the Seller will provide the
          Buyers with the warranties and service life policies that the Seller
          has obtained pursuant to the Supplier Product Support Agreements.

12.3.2.1  Supplier's Default

12.3.2.1  If any Supplier under any warranty referred to in Clause 12.3.1
          defaults in the performance of any material obligation under such
          warranty with respect to a Supplier Part, each Buyer has used its best
          efforts to enforce its rights under such warranty, and the Buyers
          submit reasonable evidence, within a reasonable time, that such
          default has occurred, then Clause 12.1 of this Agreement will apply to
          the extent it would have applied had such Supplier Part been a
          Warranted Part, to the extent the Seller can reasonably perform said
          Supplier's obligations, except that the Supplier's warranty period
          indicated in the applicable Supplier Product Support Agreement will
          apply.

12.3.2.2  If any Supplier under any service life policy referred to in Clause
          12.3.1 defaults in the performance of any material obligation under
          such service life policy with respect to a Supplier Part, each Buyer
          has used best efforts to enforce its rights under such service life
          policy, and such Buyer submits within reasonable time to the Seller
          reasonable evidence that such default has occurred, then Clause 12.2
          will apply to the extent the same would have applied had such Supplier
          Part been listed in Exhibit C, to the extent that the Seller can
          reasonably perform said Supplier's service life policy.

12.3.2.3  At the Seller's request, each Buyer will assign to the Seller, and the
          Seller will be subrogated to, all of the Buyers' rights against the
          relevant Supplier with respect to, and arising by reason of, such
          default and the Buyers will provide reasonable assistance to enable
          the Seller to enforce the rights so assigned.

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12.4      INTERFACE COMMITMENT

12.4.1    Interface Problem

          If any Buyer experiences any technical problem in the operation of an
          Aircraft or its systems, the cause of which, after due and reasonable
          investigation, is not readily identifiable by such Buyer, but which
          such Buyer reasonably believes to be attributable to the design
          characteristics of one or more components of the Aircraft and/or its
          systems (an "INTERFACE PROBLEM"), the Seller will, if requested by
          such Buyer, and without additional charge to any Buyer, promptly
          conduct or have conducted an investigation and analysis of such
          problem to determine, if possible, the cause or causes of the problem
          and to recommend such corrective action as may be feasible, provided,
          however, that if the Seller determines, after such investigation, that
          the Interface Problem was due to or caused by any act or omission of
          any Buyer in its performance of its obligations hereunder, the Buyers
          will, jointly and severally, pay to the Seller all reasonable costs
          and expenses incurred by the Seller during such investigation. The
          Buyers will furnish to the Seller all data and information in the
          possession of any of them relevant to the Interface Problem and will
          reasonably cooperate with the Seller in the conduct of the Seller's
          investigations and such tests as may be required. At the conclusion of
          such investigation the Seller will promptly advise the Buyers in
          writing of the Seller's opinion as to the cause or causes of the
          Interface Problem and the Seller's recommendations as to corrective
          action.

12.4.2    Seller's Responsibility

          If the Seller determines that the Interface Problem is primarily
          attributable to the design of a Warranted Part, the Seller will, if
          requested by a Buyer, take prompt action to correct the design of such
          Warranted Part, pursuant to the terms and conditions of Clause 12.1.

12.4.3    Supplier's Responsibility

          If the Seller determines that the Interface Problem is primarily
          attributable to the design of any Supplier Part, the Seller will at
          any Buyer's request, assist such Buyer in processing any warranty
          claim such Buyer may have against the manufacturer of such Supplier
          Part. [...***...]

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12.4.4    Joint Responsibility

          If the Seller determines that the Interface Problem is attributable
          partially to the design of a Warranted Part and partially to the
          design of any Supplier Part, the Seller will, if requested by a Buyer,
          seek a solution to the Interface Problem through cooperative efforts
          of the Seller and any Supplier(s) involved. The Seller will promptly
          advise the Buyers of any corrective action proposed by the Seller and
          any such Supplier(s). Such proposal will be consistent with any then
          existing obligations of the Seller hereunder and of any such Supplier
          to the Buyers. Such corrective action, unless reasonably rejected by
          the Buyers, will constitute full satisfaction of any claim any of the
          Buyers may have against either the Seller or any such Supplier(s) with
          respect to such Interface Problem, unless such corrective action does
          not resolve the Interface Problem.

12.4.5    General

12.4.5.1  All requests under this Clause 12.4 will be directed both to the
          Seller and the affected Suppliers.

12.4.5.2  Except as specifically set forth in this Clause 12.4, this Clause 12.4
          will not be deemed to impose on the Seller any obligations not
          expressly set forth elsewhere in this Agreement.

12.4.5.3  All reports, recommendations, data and other documents furnished by
          the Seller to a Buyer pursuant to this Clause 12.4 will be deemed to
          be delivered under this Agreement and will be subject to the terms,
          covenants and conditions set forth in this Clause 12 and in Clause
          22.7.

12.5      EXCLUSIVITY OF WARRANTIES

          THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS) SETS FORTH THE EXCLUSIVE
          WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
          SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO ANY BUYER, WHETHER
          UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
          NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT,
          EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE
          SELLER UNDER THIS AGREEMENT.

          EACH OF THE BUYERS RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES
          IN THIS CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYERS
          FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS
          AND SERVICES SUPPLIED UNDER THIS AGREEMENT. EACH OF THE BUYERS HEREBY
          WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS,
          GUARANTEES AND LIABILITIES OF

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          THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF ANY BUYER
          AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR
          STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR
          DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT,
          ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE SELLER
          UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

          (1)       ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR
                    ANY GENERAL OR PARTICULAR PURPOSE;

          (2)       ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                    PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

          (3)       ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

          (4)       ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF
                    LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO,
                    ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE,
                    INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY,
                    PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

          (5)       ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                    COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

          (6)       ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR
                    STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR
                    LOCAL STATUTE OR AGENCY;

          (7)       ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

                        (a)   LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                              COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                              UNDER THIS AGREEMENT;

                        (b)   LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                              COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                              UNDER THIS AGREEMENT;

                        (c)   LOSS OF PROFITS AND/OR REVENUES;

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                        (d)   ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

          THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT WILL
          NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT
          SIGNED BY THE SELLER AND THE BUYERS. IF ANY PROVISION OF THIS CLAUSE
          12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE,
          THE REMAINDER OF THIS CLAUSE 12 WILL REMAIN IN FULL FORCE AND EFFECT.

          FOR THE PURPOSE OF THIS CLAUSE 12.5, "SELLER" WILL BE UNDERSTOOD TO
          INCLUDE THE SELLER, ITS AFFILIATES, SUPPLIERS AND ASSOCIATED
          CONTRACTORS.

          [...***...]

12.6      DUPLICATE REMEDIES

          The remedies provided to the Buyers under this Clause 12 as to any
          defect in respect of the Aircraft or any part thereof are mutually
          exclusive and not cumulative. The Buyers will be entitled to the
          remedy that provides the maximum benefit to them, as the Buyers may
          elect, pursuant to the terms and conditions of this Clause 12 for any
          defect for which remedies are provided under this Clause 12 provided,
          however, that none of the Buyers will be entitled to elect a remedy
          under more than one part of this Clause 12 for the same defect. The
          Buyers' rights and remedies herein for the nonperformance of any
          obligations or liabilities of the Seller arising under these
          warranties will be in monetary damages limited to the amount the
          Buyers expend in procuring a correction or replacement for any covered
          part subject to a defect or nonperformance covered by this Clause 12,
          and none of the Buyers will have any right to require specific
          performance by the Seller.

UNQUOTE

          In consideration of the assignment and subrogation by the Seller under
          this Clause 12 in favor of the Buyers in respect of the Seller's
          rights against and obligations to the Manufacturer under the
          provisions quoted above, each of the Buyers hereby accepts such
          assignment and subrogation and agrees to be bound by all of the terms,
          conditions and limitations therein contained, specifically including,
          without

*** Confidential Treatment Requested

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          limitation, the Exclusivity of Warranties and General Limitations of
          Liability provisions and Duplicate Remedies provisions.

          THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS) SETS FORTH THE EXCLUSIVE
          WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
          SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYERS, WHETHER
          UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
          NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT,
          EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE
          SELLER UNDER THIS AGREEMENT.

          EACH OF THE BUYERS RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES
          IN THIS CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYERS
          FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS
          AND SERVICES SUPPLIED UNDER THIS AGREEMENT. EACH OF THE BUYERS HEREBY
          WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS,
          GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS
          AND REMEDIES OF ANY BUYER AGAINST THE SELLER, WHETHER EXPRESS OR
          IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT
          TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT,
          COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE
          DELIVERED BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT
          LIMITED TO:

          (1)       ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR
                    ANY GENERAL OR PARTICULAR PURPOSE;

          (2)       ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                    PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

          (3)       ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

          (4)       ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF
                    LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO,
                    ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE,
                    INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY,
                    PRODUCT LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

          (5)       ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                    COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

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          (6)       ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR
                    STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR
                    LOCAL STATUTE OR AGENCY;

          (7)       ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

                       (a)    LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                              COMPONENT, EQUIPMENT, ACCESSORY PART, SOFTWARE OR
                              DATA PROVIDED UNDER THIS AGREEMENT;

                       (b)    LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                              COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE OR
                              DATA PROVIDED UNDER THIS AGREEMENT;

                       (c)    LOSS OF PROFITS AND/OR REVENUES;

                       (d)    ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

          THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT WILL
          NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT
          SIGNED BY THE SELLER AND THE BUYERS. IN THE EVENT THAT ANY PROVISION
          OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE
          UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 WILL REMAIN IN FULL
          FORCE AND EFFECT.

          The remedies provided to the Buyers under this Clause 12 as to any
          defect in respect of the Aircraft or any part thereof are mutually
          exclusive and not cumulative. The Buyers will be entitled to the
          remedy that provides the maximum benefit to them, as the Buyers may
          elect, pursuant to the terms and conditions of this Clause 12 for any
          defect for which remedies are provided under this Clause 12, provided,
          however, that the none of the Buyers will be entitled to elect a
          remedy under more than one part of this Clause 12 for the same defect.
          The Buyers' rights and remedies herein for the nonperformance of any
          obligations or liabilities of the Seller arising under these
          warranties will be in monetary damages limited to the amount the
          Buyers expend in procuring a correction or replacement for any covered
          part subject to a defect or nonperformance covered by this Clause 12,
          and none of the Buyers will have any right to require specific
          performance by the Seller.

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12.7        NEGOTIATED AGREEMENT

            Each of the Buyers specifically recognizes that:

            (i)   the Specification has been agreed upon after careful
                  consideration by the Buyers using their judgment as
                  professional operators of, and maintenance providers with
                  respect to, aircraft used in public transportation and as such
                  is are professionals within the same industry as the Seller;

            (ii)  this Agreement, and in particular this Clause 12, has been the
                  subject of discussion and negotiation and is fully understood
                  by the Buyers;

            (iii) the price of the Aircraft and the other mutual agreements of
                  the Buyers set forth in this Agreement were arrived at in
                  consideration of, inter alia, the provisions of this Clause
                  12, specifically including the Exclusivity of Warranties set
                  forth in Clause 12.5.

12.8        SURVIVABILITY

            [...***...]

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13.         PATENT AND COPYRIGHT INDEMNITY

            The Seller represents and warrants that the Manufacturer has
            provided to the Seller the following indemnity against patent and
            copyright infringements with respect to the Aircraft that are
            reproduced below between the words QUOTE and UNQUOTE, subject to the
            terms, conditions, limitations and restrictions (including, but not
            limited to, the Exclusivity of Warranties and General Limitations of
            Liability and Duplicate Remedies provisions) set forth below. The
            Seller hereby assigns to the Buyers, and each of the Buyers hereby
            accepts, all of the Seller's rights and obligations as the "Buyer"
            under the said indemnity against patent and copyright infringements,
            and the Seller subrogates the Buyers to all such rights and
            obligations in respect of the Aircraft. The Seller hereby warrants
            to the Buyers that (i) it has all requisite authority to make the
            foregoing assignment to and to effect the foregoing subrogation in
            favor of the Buyers, (ii) such assignment and subrogation are
            effective to confer on the Buyers all of the foregoing rights and
            obligations of the Seller, (iii) the provisions so assigned are in
            full force and effect and have not been amended prior to the date
            hereof, and (iv) the Seller will not enter into any amendment of the
            provisions so assigned without the prior written consent of each of
            the Buyers.

QUOTE

13.1        Indemnity

13.1.1      Subject to the provisions of Clause 13.2.3, the Seller will
            indemnify the Buyers from and against any damages, costs and
            expenses including legal costs (excluding damages, costs, expenses,
            loss of profits and other liabilities in respect of or resulting
            from loss of use of the Aircraft) resulting from any infringement or
            claim of infringement by the Airframe or any part or software
            installed therein at Delivery of

            (i)   any British, French, German, Spanish or U.S. patent;

            (ii)  any patent issued under the laws of any other country in which
                  any of the Buyers may lawfully operate the Aircraft, provided
                  that from the time of design of such Airframe or any part or
                  software installed therein at Delivery and until infringement
                  claims are resolved, the country of the patent and the flag
                  country of the Aircraft are both parties to:

                  (1)   the Chicago Convention on International Civil Aviation
                        of December 7, 1944, and are each fully entitled to all
                        benefits of Article 27 thereof, or,

                  (2)   the International Convention for the Protection of
                        Industrial Property of March 20, 1883; and

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            (iii) in respect of computer software installed on the Aircraft, any
                  copyright, provided that the Seller's obligation to indemnify
                  will be limited to infringements in countries which, at the
                  time of infringement, are members of The Berne Union and
                  recognize computer software as a "work" under the Berne
                  Convention.

13.1.2      Clause 13.1.1 will not apply to

            (i)   Buyer Furnished Equipment;

            (ii)  the Propulsion Systems;

            (iii) Supplier Parts; or

            (iv)  software not developed by the Seller.

13.1.3      If any of the Buyers is, due to circumstances contemplated in Clause
            13.1.1, prevented from using the Aircraft (whether by a valid
            judgment of a court of competent jurisdiction or by a settlement
            arrived at among the claimant, the Seller and any Buyer), the Seller
            will at its expense either

            (i) procure for the Buyers the right to use the affected Airframe,
            part or software free of charge; or

            (ii) replace the infringing part or software as soon as possible
            with a non-infringing substitute.

13.2        Administration of Patent and Copyright Indemnity Claims

13.2.1      If any Buyer receives a written claim or a suit is threatened or
            begun against such Buyer for infringement of a patent or copyright
            referred to in Clause 13.1, such Buyer will

            (i)   forthwith notify the Seller, giving particulars thereof;

            (ii)  furnish to the Seller all data, papers and records within the
                  Buyers' control or possession relating to such patent or
                  claim;

            (iii) refrain from admitting any liability or making any payment, or
                  assuming any expenses, damages, costs or royalties, or
                  otherwise acting in a manner prejudicial to the defense or
                  denial of the suit or claim, it being agreed that nothing in
                  this Clause 13.2.1(iii) will prevent a Buyer from paying the
                  sums that may be required to obtain the release of the
                  Aircraft, provided that payment is accompanied by a denial of
                  liability and is made without prejudice;

            (iv)  fully cooperate with, and render all assistance to, the Seller
                  as may be pertinent to the defense or denial of the suit or
                  claim; and

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            (v)   act to mitigate damages and/or to reduce the amount of
                  royalties that may be payable, and act to minimize costs and
                  expenses.

13.2.2.1    The Seller will be entitled either in its own name or on behalf of
            each of the Buyers to conduct negotiations with the party or parties
            alleging infringement and may assume and conduct the defense or
            settlement of any suit or claim in the manner that, in the Seller's
            opinion, it deems proper.

13.2.3      The Seller's liability hereunder will be conditional on the strict
            and timely compliance by each of the Buyers with the terms of this
            Clause and is in lieu of any other liability to any Buyer, whether
            express or implied, that the Seller might incur at law as a result
            of any infringement or claim of infringement of any patent or
            copyright.

UNQUOTE

      In consideration of the assignment and subrogation by the Seller under
      this Clause 13 in favor of the Buyers in respect of the Seller's rights
      against and obligations to the Manufacturer under the provisions quoted
      above, each of the Buyers hereby accepts such assignment and subrogation
      and agrees to be bound by all of the terms, conditions and limitations
      therein contained (specifically including, without limitation, the waiver,
      release and renunciation provision).

      THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND
      LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN
      SUBSTITUTION FOR, AND EACH OF THE BUYERS HEREBY WAIVES, RELEASES AND
      RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND
      LIABILITIES ON THE PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF
      ANY BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR
      OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT,
      CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR
      CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT
      INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE INSTALLED
      THEREIN AT DELIVERY, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE
      EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD
      UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS CLAUSE WILL
      REMAIN IN FULL FORCE AND EFFECT. THIS INDEMNITY AGAINST PATENT AND
      COPYRIGHT INFRINGEMENTS WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY
      A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYERS.

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14          TECHNICAL DATA AND SOFTWARE SERVICES

            The Seller will make available or will cause the Seller's designee
            ANACS to make available to the Buyers the Technical Data and certain
            additional services under the terms and conditions set forth in this
            Clause 14.

14.1        Supply

            The Technical Data will be supplied in the English language using
            the aeronautical terminology in common use.

            Range, form, type, format, Air Transport Association ("ATA")
            compliance or non-compliance, quantity and delivery schedule of the
            Technical Data to be provided under this Agreement are covered in
            Exhibit F. [...***...]

            The Buyers will not receive compensation or credits of any kind for
            return of unused or partially used Technical Data.

14.2        Aircraft Identification for Technical Data

14.2.1      For Technical Data customized to the Aircraft, the Buyers agree to
            the allocation of fleet serial numbers ("FSN(S)") in the form of
            block of numbers selected in the range from 001 to 999.

14.2.2      The sequence will not be interrupted except if two (2) different
            Propulsion Systems or two (2) different Aircraft models are
            selected.

14.2.3      The Buyers will indicate to the Seller the FSNs allocated to each
            Aircraft corresponding to the Aircraft rank in the delivery schedule
            set forth in Clause 9.1.1 not later than twenty-four (24) months
            prior to the Scheduled Delivery Month for the first Aircraft to be
            delivered hereunder. The allocation of such FSNs to such Aircraft
            will not constitute any proprietary, insurable or other interest of
            any Buyer in any Aircraft prior to its Delivery.

14.3        Integration of Equipment Data

14.3.1      Supplier Equipment

            If necessary for the understanding of the affected systems,
            information relating to Supplier Equipment that is installed on the
            Aircraft by the Seller, will be introduced free of charge into the
            first issue, subsequent to the installation of the Supplier
            equipment of the customized Technical Data supplied to the Buyers,
            provided Clause 14.3.2.2 is complied with (the "FIRST ISSUE").

*** Confidential Treatment Requested

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14.3.2      Buyer Furnished Equipment

14.3.2.1    The Seller will introduce BFE data, for equipment installed on the
            Aircraft by the Seller, into the customized Technical Data at no
            additional charge to the Buyers for the First Issue, provided such
            data are provided in accordance with the conditions set forth in
            Clauses 14.3.2.2 through 14.3.2.5.

14.3.2.2    [...***...]

14.3.2.3    The BFE data will comply with applicable revision of the ATA 2200
            Specification applicable to the corresponding aircraft type.
            Subsequent revisions of the ATA specification will be considered as
            applicable.

14.3.2.4    The Buyers and the Seller will agree on the requirements for the
            provision to the Seller of BFE data for "on-aircraft maintenance."
            These requirements include but are not limited to timeframe, media
            and format, to facilitate the efficient, expedited and economic
            integration of BFE data into Technical Data.

14.3.2.5    The BFE data will be delivered in digital format and/or in Portable
            Document Format, as agreed between the Buyers and the Seller.

14.3.2.6    All costs related to the delivery to the Seller of BFE data will be
            borne by the Buyers.

14.3.2.7    Clause 14.3.2 will apply to the BFE data provided by the Seller
            under the terms of Clause 18.1.3.

14.4        Delivery

14.4.1      The Technical Data are delivered on-line and/or off-line, as set
            forth in Exhibit F.

14.4.2      For Technical Data delivered off-line, the Technical Data and
            corresponding revisions will be sent to one address only. The Buyers
            will specify such address.

14.4.3      Packing and shipment of the Technical Data and their revisions will
            be carried out by the quickest transportation methods. Shipment will
            be FCA Toulouse, France, FCA Hamburg, Germany, and/or FCA Ashburn,
            VA, USA.

14.4.4      The delivery schedule of the First Issue will be phased as mutually
            agreed to correspond with Aircraft deliveries. The Buyers agree to
            provide forty (40) days' notice when requesting a change to the
            delivery schedule.

***         Confidential Treatment Requested

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14.4.5      The Buyers will be responsible for coordinating with and satisfying
            the requirements of the FAA for Technical Data. Reasonable
            quantities of Technical Data will be supplied by the Seller for
            delivery to the FAA at no charge to the Buyer, FCA Toulouse, France,
            FCA Hamburg, Germany, and/or FCA Ashburn, VA, USA.

14.4.6      [...***...]

14.5        Revision Service

            Unless otherwise specifically stated, revision service will be
            provided on a free-of-charge basis for a period of one (1) year
            after Delivery of the last Aircraft. Thereafter revision service
            will be provided at the standard conditions set forth in the then
            current ANACS Customer Services Catalog.

14.6        Service Bulletins Incorporation

            During the period of revision service and upon the Buyers' request
            for incorporation, which will be made [...***...] after issuance of
            a Service Bulletin, Seller's Service Bulletin information will be
            incorporated into the Technical Data for the Aircraft after formal
            notification by any Buyer of its intention to accomplish a Service
            Bulletin. The split effectivity for a Service Bulletin will remain
            in the Technical Data until notification from the Buyers that
            accomplishment has been completed on all the applicable Aircraft,
            except that for the Flight Manual, Configuration Deviation List,
            Weight and Balance Manual and the MMEL only the pre- or post-Service
            Bulletin status will be shown.

14.7        Future Developments

            The Seller will continuously monitor technological developments and
            apply them to data and document production and methods of
            transmission where beneficial and economical. The Buyers agree to
            give reasonable consideration to any new development proposed by the
            Seller for implementation.

14.8        Technical Data Familiarization

            Upon request by the Buyers, the Seller will provide a one (1) week
            Technical Data familiarization training at the Seller's or at the
            facilities of one of the Buyers. If such familiarization is
            conducted at a Buyer's facilities, the Buyers will reimburse the
            Seller for all air travel or will provide free of charge air travel

*** Confidential Treatment Requested

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            (business class for international travel and coach for domestic) to
            and from the nearest point on any Buyer's network and living
            expenses of the representatives of the Seller conducting such
            familiarization training.

14.9        Customer Originated Changes

14.9.1      Data on Customer Originated Changes may be incorporated into the
            following Technical Data when customized to the Buyers:

            -     Aircraft Maintenance Manual

            -     Illustrated Parts Catalog

            -     Trouble Shooting Manual

            -     Aircraft Wiring Manual

            -     Aircraft Schematics Manual

            -     Aircraft Wiring Lists

            -     Flight Crew Operating Manual

            -     Quick Reference Handbook

14.9.2      COC data will be developed by the Buyers according to the "Customer
            Guide for Customer Originated Changes" issued by the Manufacturer.
            The Buyers will ensure that any such COC data is in compliance with
            the requirements of the FAA.

            COC data will be incorporated by the Seller into all affected
            customized Technical Data unless the Buyers specify in writing the
            documents into which the Buyers desire the COC to be incorporated.
            Following incorporation of the COC into the customized Technical
            Data, the relevant Technical Data will show only the aircraft
            configuration that reflects the COC data and not the configuration
            before such COC data are incorporated.

14.9.3.

            (a)   Each of the Buyers hereby acknowledges and accepts that the
                  incorporation of any COC data into the Technical Data issued
                  by the Seller will be at the Buyers' sole risk, that the
                  Seller will have no obligation to check the COC data for
                  accuracy or validity, and that the Seller will have no
                  liability whatsoever with respect to (a) the contents of any
                  COC data (including omissions or inaccuracies therein) (b) any
                  effect that the incorporation of such COC data may have on the
                  Technical Data or (c) any costs of any nature that the COC
                  data may add to subsequent Service Bulletins or modifications.

            (b)   THE SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES
                  OR LIABILITIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, ARISING
                  BY LAW, COURSE OF DEALING OR OTHERWISE, AND WITHOUT LIMITATION
                  ALL WARRANTIES AS TO QUALITY, OPERATION, MERCHANTABILITY,
                  FITNESS FOR ANY INTENDED PURPOSE, AND ALL OTHER

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                  CHARACTERISTICS WHATSOEVER, INCLUDING ANY OMISSIONS OR
                  INACCURACIES THEREIN, OF ANY COC DATA INCORPORATED INTO THE
                  TECHNICAL DATA ISSUED BY THE SELLER.

            (c)   Each of the Buyers will indemnify and hold the Seller harmless
                  from and against any losses (including reasonable attorneys'
                  fees) arising from claims by any third party for injury, loss
                  or damage incurred directly or indirectly as a result of the
                  incorporation of any COC data into the Technical Data issued
                  by the Seller.

            (d)   If any Buyer sells, leases or otherwise transfers any Aircraft
                  to which the COC data apply:

            (i)   the Buyers will remain fully liable for the COC data and any
                  and all effects of their incorporation, as set forth in this
                  Clause 14.9;

                  (ii)  the Seller may disclose the COC data to the subsequent
                        owner(s) or operator(s) of the transferred Aircraft;

                  (iii) it will be the sole responsibility of the Buyers to
                        notify, or cause notification to be made to, the
                        subsequent owner(s) or operator(s) of the existence of
                        the such COC data in the Technical Data applicable to
                        the corresponding Aircraft.

            The Seller hereby disclaims any and all liabilities whatsoever for
            the COC data in the event of transfer, sale or lease of any Aircraft
            to which COC data apply.

14.9.4      The incorporation of any COC will be performed under the conditions
            specified in the Seller's then current Customer Services Catalog.

14.10       Software Products

            Software Products are available to the Buyers exclusively from ANACS
            and may be licensed under the General Terms and Conditions of
            Licensing set forth in Exhibit H.

14.10.1     Performance Engineer's Programs

            (i)   In addition to the standard operational manuals, the Seller
                  will provide to the Buyers software components and databases
                  composing the Performance Engineer's Programs ("PEP") for the
                  Aircraft.

            (ii)  The license to use the PEP will be granted free of charge for
                  as long as the revisions of the PEP are free of charge in
                  accordance with Clause 14.5. At the end of such period,
                  license fees may be charged and yearly revision

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                  service for the PEP will be provided to the Buyers at the
                  standard commercial conditions set forth in the then current
                  ANACS Customer Services Catalog.

14.10.2     [...***...]

14.10.3     Airbus|World Customer Portal

14.10.3.1   The Buyers will be entitled to obtain access to a wide range of
            information and services, including Technical Data, available in the
            secure zone of Airbus's Customer Portal Airbus|World
            ("AIRBUS|WORLD"). Access will be free of charge for as long as any
            Buyer operates the Aircraft.

            Access to the secure zone of Airbus|World (the "SECURE ZONE") is
            reserved to Airbus owners and operators and is subject to the prior
            signature by each of the Buyers of the "General Terms and Conditions
            of Access to and Use of Airbus Secure Area of Customer Portal."


***  Confidential Treatment Requested

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            A description of the basic services available to the Buyers in the
            Secure Zone is set forth in the ANACS Customer Services Catalog.

14.10.3.2   On-Line Technical Data

            (i)   The Technical Data specified in Exhibit F as being provided
                  on-line will be made available to the Buyers through the
                  Secure Zone at no cost as long as revision service for such
                  Technical Data is free of charge in accordance with Clause
                  14.5.

            (ii)  The list of the Technical Data available on-line may be
                  amended from time to time.

                  For any Technical Data that are or become available on-line,
                  the Seller will notify the Buyers thereof and the Seller
                  reserves the right to discontinue other formats for such
                  Technical Data. On-line and old formats of such Technical Data
                  are to be available in parallel for a period of six (6) months
                  or one (1) revision cycle, whichever is shorter.

14.10.3.3   [...***...]

14.11       Warranties

            The Seller represents and warrants that the Manufacturer has
            provided to the Seller a warranty with respect to the Technical Data
            that is reproduced below between the words QUOTE and UNQUOTE,
            subject to the terms, conditions, limitations and restrictions
            (including, but not limited to, the Exclusivity of Warranties and
            General Limitations of Liability and Duplicate Remedies provisions)
            set forth below. The Seller hereby assigns to the Buyers, and the
            Buyers hereby accept, all of the Seller's rights and obligations as
            the "Buyer" under the said warranty, and the Seller subrogates the
            Buyers to all such rights and obligations in respect of the
            Aircraft. The Seller hereby warrants to the Buyers that (i) it has
            all requisite authority to make the foregoing assignment to and to
            effect the foregoing subrogation in favor of the Buyers, (ii) such
            assignment and subrogation are effective to confer on the Buyers all
            of the foregoing rights and obligations of the Seller, (iii) the
            provisions so assigned are in full force and effect and have not
            been amended prior to the date hereof and (iv) the Seller will not
            enter into any amendment of the provisions so assigned without the
            prior written consent of each of the Buyers.

QUOTE

14.11.1     The Seller warrants that the Technical Data (exclusive of COC) are
            prepared in accordance with the state of art at the date of their
            conception. SHOULD ANY

*** Confidential Treatment Requested

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            TECHNICAL DATA PREPARED BY THE SELLER CONTAIN ANY NONCONFORMITY OR
            DEFECT, THE SOLE AND EXCLUSIVE LIABILITY OF THE SELLER WILL BE TO
            TAKE ALL REASONABLE AND PROPER STEPS, AT ITS OPTION, TO CORRECT OR
            REPLACE SUCH TECHNICAL DATA.

14.11.2     THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND/OR ITS
            SUPPLIERS AND REMEDIES OF THE BUYERS SET FORTH IN THIS CLAUSE 14 ARE
            EXCLUSIVE AND IN SUBSTITUTION FOR, AND EACH OF THE BUYERS HEREBY
            WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND
            LIABILITIES OF THE SELLER AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS
            AND REMEDIES OF ANY OF THE BUYERS AGAINST THE SELLER, ITS SUPPLIERS
            AND/OR THEIR INSURERS, EXPRESS OR IMPLIED, ARISING BY LAW OR
            OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT IN ANY
            TECHNICAL DATA DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT
            LIMITED TO:

            (A)   ANY WARRANTY AGAINST HIDDEN DEFECTS

            (B)   ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

            (C)   ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE,
                  COURSE OF DEALING OR USAGE OF TRADE;

            (D)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER
                  CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE
                  SELLER'S AND/OR ITS SUPPLIERS' NEGLIGENCE, ACTUAL OR IMPUTED;
                  AND

            (E)   ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR
                  DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR
                  PART THEREOF OR ANY TECHNICAL DATA DELIVERED HEREUNDER.

            THE SELLER AND/OR ITS SUPPLIERS WILL HAVE NO OBLIGATION OR
            LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR
            FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH
            RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY TECHNICAL DATA
            DELIVERED UNDER THIS AGREEMENT.

            FOR THE PURPOSES OF THIS CLAUSE 14.11.2, "THE SELLER" WILL INCLUDE
            THE SELLER, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.

UNQUOTE

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14.12       Proprietary Rights

            All proprietary rights, including but not limited to patent, design
            and copyrights, relating to Technical Data will remain with the
            Seller and/or its Affiliates as the case may be. All Technical Data
            are supplied for the sole use by the Buyers in maintaining and
            operating the Aircraft and each of the Buyers undertakes not to
            modify, copy the contents of, or use the Technical Data to
            manufacture any parts or components of the Aircraft, save as
            explicitly permitted herein, in the Technical Data itself, or as
            otherwise expressly authorized by the Seller. These proprietary
            rights will also apply to any translation of Technical Data into a
            language or languages or medium or media that may have been
            performed or caused to be performed by any of the Buyers.

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15          SELLER REPRESENTATIVES

15.1        The Seller will provide or cause to be provided at no charge to the
            Buyers the services described in this Clause 15, at the main base of
            any of the Buyers or at other locations to be mutually agreed.

15.2        Resident Customer Support Representatives

15.2.1      The Seller will provide representatives to act in an advisory
            capacity ("RESIDENT CUSTOMER SUPPORT REPRESENTATIVE") as follows:

            (i)   The Seller will provide one or more dedicated Resident
                  Customer Support Representatives for pre-entry-into-service
                  support of the Aircraft, commencing at or prior to
                  entry-into-service of the first Aircraft for a total of
                  [...***...] man-months;

            (ii)  In addition, the Seller will provide a total of [...***...]
                  man-months of Resident Customer Support Representatives for
                  support of the A350 aircraft in the Buyers' fleet; and

            (iii) The actual number of Customer Support Representatives assigned
                  to the Buyers at any one time will not exceed [...***...].

15.2.2      The Seller will provide to the Buyers an annual written account of
            the consumed months and any remaining balance of months.

15.2.3      Should any Buyer request additional services that exceed the amounts
            set forth in Clause 15.2.1(ii), the Seller may provide additional
            service subject to the terms and conditions agreed by such Buyer and
            the Seller at the time of such request.

15.2.4      The Seller will cause similar services to be provided by the
            representatives of the Propulsion System manufacturer and by
            representatives of the Suppliers when necessary and applicable.

15.3        Customer Support Director

            The Seller will assign the services of one (1) Customer Support
            Director based in Herndon, Virginia, to liaise between the
            Manufacturer and the Buyers on product support matters after
            signature of this Agreement for as long as any Buyer operates at
            least one (1) Aircraft.

15.4        [...***...]

*** Confidential Treatment Requested

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15.5        Buyers' Service

15.5.1      From the date of arrival of the first Resident Customer Support
            Representative and Spare Parts Field Representative and until the
            duration of the assignment, the Buyers will provide free of charge,
            suitable office space, office equipment and facilities for the sole
            use of the Resident Customer Support Representative(s) in or
            conveniently near the maintenance facilities of one of the Buyers.
            The Buyers will also provide internet access, telephone, and
            facsimile connections at the Seller's cost to be invoiced on a
            monthly basis.

15.5.2      In accordance with the Buyers' regulations, the Buyers will provide
            at no charge to the Seller

            (i)   airline tickets in economy class, confirmed and guaranteed
                  between the locations mentioned above in Clause 15.1 and the
                  international airport nearest Toulouse, France, that is on any
                  Buyer's network for the Resident Customer Support
                  Representative(s) and the Spare Parts Field Representative
                  mentioned in Clause 15.2.1 and 15.4, for travel at the
                  beginning and end of the applicable assignment; and

            (ii)  when said Resident Customer Support Representative(s) are
                  assigned away from the locations mentioned above in Clause
                  15.2.1 at the Buyers' request, transportation on similar basis
                  between the said locations and the place of assignment.

15.5.3      The parties will give each other all necessary reasonable assistance
            with general administrative functions specific to their respective
            countries and procurement of the documents necessary to live and
            work there.

15.6        Temporary Assignment and Withdrawal of Resident Customer Support
            Representative

            The Seller will have the right, upon written notice to and
            communication with the Buyers, to transfer or recall any Resident
            Customer Support Representative(s) on a temporary or permanent basis
            if, in the Seller's opinion, conditions are dangerous to the
            Resident Customer Support Representative's safety or health or
            prevent the fulfillment of such Resident Customer Support
            Representative's contractual tasks. The Buyers will receive credit
            for the man-days during which any Resident Customer Support
            Representative is absent from the Buyers' facility pursuant to this
            Clause 15.

15.7        Representatives' Status

            In providing the above technical service, the Seller's employees,
            including Resident Customer Support Representative(s), the Spare
            Parts Field Representative and the Customer Support Director, are
            deemed to be acting in an

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            advisory capacity only and at no time will they be deemed to be
            acting, either directly or indirectly, as the employees or agents of
            any of the Buyers.

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16          TRAINING AND TRAINING AIDS

16.1.       General

            This Clause 16 covers the terms and conditions for the supply of
            training and training aids for the Buyers' personnel to support the
            Aircraft operation.

16.2.       Scope

16.2.1      The range and quantity of training and training aids to be provided
            free of charge under this Agreement are covered in Appendix A to
            this Clause 16. The Seller will arrange availability of such
            training and training aids in relation to the delivery schedule for
            the Aircraft set forth in Clause 9.1.1.

16.2.2      The Maintenance Training and Flight Training courses described in
            Appendix A to this Clause 16 will be provided up to two (2) years
            after Delivery of the last Aircraft.

16.2.3      Except as set forth in Appendix A to this Clause 16, no compensation
            or credit of any sort will be provided for unused or partially used
            training or training aids offered pursuant to this Clause 16.

16.3.       Training Organization / Location

16.3.1      The Seller will provide the training at the Airbus Training Center
            in Miami, Florida (the "SELLER'S TRAINING CENTER"), and/or at its
            affiliated training center in Blagnac, France (the "AFFILIATED
            TRAINING CENTER").

16.3.2      If unavailability of facilities or scheduling difficulties make
            training by the Seller impractical at the training centers listed in
            Clause 16.3.1, the Seller will ensure that the Buyers are provided
            such training at locations other than those named in Clause 16.3.1.

16.3.3      Upon the Buyers' request, the Seller may also provide certain
            training at one of the Buyers' bases, if and when practicable for
            the Seller, under terms and conditions to be mutually agreed upon.
            In this event, all additional charges listed in Clause 16.6.2 will
            be borne by the Buyers.

16.4        Training Courses

16.4.1      Training courses, as well as the minimum and maximum numbers of
            trainees per course provided for the Buyer's personnel, are defined
            in the applicable training course catalog (the "TRAINING COURSE
            CATALOG") and will be scheduled as mutually agreed upon during a
            training conference (the "TRAINING CONFERENCE") that will be held as
            soon as practicable after signature of this Agreement and no later
            than six (6) months prior to delivery of the first Aircraft.

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16.4.2      The following terms will apply when training is performed by the
            Seller:

            (i)   Training courses will be the Seller's standard courses as
                  described in the Seller's applicable Training Course Catalog
                  valid at the time of execution of the course. The Seller will
                  be responsible for all training course syllabi, training aids
                  and training equipment necessary for the organization of the
                  training courses.

            (ii)  The training curricula and the training equipment may not be
                  fully customized. However, they may be modified to include the
                  most significant aspects of the Specification as known, at the
                  latest, six (6) months prior to the date of the first training
                  course planned for the Buyers and will be configured in order
                  to obtain the relevant Aviation Authority's approval and to
                  support the Seller's training programs.

            (iii) Training data and documentation necessary for training
                  detailed in Appendix A to this Clause 16 will be
                  free-of-charge and will not be revised. Training data and
                  documentation will be marked "FOR TRAINING ONLY" and as such
                  will be supplied for the sole and express purpose of training.

            (iv)  Upon the request of the Buyers and at no charge to the Buyers,
                  the Seller will collect and pack for consolidated shipment to
                  the facility of one of the Buyers, all training data and
                  documentation of the Buyers' trainees attending training at
                  the Airbus Training Center in Miami, Florida or Blagnac,
                  France, as applicable. This training data and documentation
                  will be delivered FCA Miami International Airport. The Buyers
                  will designate in writing one Buyer to receive title to such
                  training data and documentation and title to and risk of loss
                  of the training data and documentation will pass to such Buyer
                  upon delivery.

16.4.3      If the Buyers decide to cancel or reschedule a training course, a
            minimum advance notice of sixty (60) calendar days will be required.
            Any later cancellation or change from the Buyers, when courses
            cannot be allocated to other customers, will be deducted from the
            training allowances defined herein or will be charged to the Buyers,
            as applicable.

16.4.4      The Seller will deliver, or will cause any third party training
            provider to deliver, to the trainees a certificate of completion at
            the end of any such training course. No such certificate will
            represent authority or qualification by any Aviation Authority but
            may be presented to such officials in order to obtain relevant
            formal qualification.

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16.5        Prerequisites

16.5.1      Training will be conducted in English and all training aids are
            written in English using common aeronautical terminology. Trainees
            must have the prerequisite experience set forth in Appendix B to
            this Clause 16.

            The Seller's training courses are "TRANSITION TRAINING COURSES" and
            not "AB INITIO TRAINING COURSES."

            The Buyers will be responsible for the selection of the trainees and
            for any liability with respect to the entry knowledge level of the
            trainees.

16.5.2      The Buyers will provide the Seller with an attendance list of the
            trainees for each course with the validated qualification of each
            trainee. The Seller reserves the right to verify the trainees'
            proficiency and previous professional experience. The Seller will in
            no case warrant or otherwise be held liable for any trainee's
            performance as a result of any training services provided.

16.5.3      The Seller will provide to the Buyers an "Airbus Pre-Training
            Survey", and/or the "Maintenance Training Survey", as applicable, to
            obtain the trainee's associated background. The Buyers will complete
            such survey(s) and return them to the Seller at least two (2) months
            prior to the start of the training course.

16.5.4      If the Buyers make a change to any trainee attendance list within
            the two (2) month period stated in Clause 16.5.3, the Buyers will
            immediately inform the Seller thereof and send the Seller on updated
            Airbus Pre-Training Survey and/or Maintenance Training Survey
            reflecting requested information for the replacement trainee(s).

16.6.       Logistics

16.6.1      Trainees

            (a)   When training is done at the Airbus Training Center in Miami,
                  Florida, the Seller will provide a free-of-charge rental car
                  for all of the Buyers' trainees for the duration of the
                  training course on the basis of one (1) rental car per four
                  (4) maintenance, operations and cabin attendant trainees and
                  one (1) rental car per each flight crew.

                  The Seller will provide rental cars with unlimited mileage,
                  and the Buyers will pay for gas, and fines, if any. However,
                  the Buyers will indemnify and hold the Seller harmless from
                  and against all liabilities, claims, damages, costs and
                  expenses for any injury to or death of any of the Buyer's
                  trainees occasioned during the course of such transportation.

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            (b)   When training is done at the Airbus Training Center in
                  Blagnac, France, the Seller will provide free local
                  transportation by bus for the Buyer's trainees to and from
                  designated pick up points and the training center

            (c)   Living expenses for the Buyer's trainees are to be borne by
                  the Buyers.

16.6.2      Training at External Location

            (a)   Seller's Instructors

                  If at any Buyer's request, training is provided by the
                  Seller's instructors at any location other than the Seller's
                  training centers, the Buyers will reimburse the Seller for all
                  expenses set forth in Clauses 16.6.2(b) 16.6.2(c), 16.6.2(d)
                  and 16.6.2(e) related to the assignment of such instructors
                  and their performance of the duties as aforesaid.

            (b)   Living Expenses for the Seller's Instructors

                  Such expenses, covering the entire period from day of
                  secondment to day of return to the Seller's base, will include
                  but will not be limited to lodging, food and local
                  transportation to and from the place of lodging and the
                  training course location. The Buyers will reimburse the Seller
                  for such expenses on the basis of a per diem rate
                  corresponding to the current per diem rate used by the Seller
                  for its personnel.

            (c)   Air Travel

                  The Buyers will reimburse the Seller for the transportation
                  costs of the Seller's instructors in confirmed business class
                  or in confirmed coach class, where business class is not
                  available, to and from the Buyers' designated training site
                  and the Seller's training center.

            (d)   Training Material

                  The Buyers will reimburse the Seller for the cost of shipping
                  the training material needed to conduct such courses.

            (e)   Buyers' Indemnity

                  The Buyers will be solely liable for any and all cancellation
                  or delay in the performance of the training outside of the
                  Seller's training centers that is associated with the
                  transportation provided under Clause 16.6.2(c) and will,
                  jointly and severally, indemnify and hold the Seller harmless
                  from such delay and any consequences arising there from.

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            (f)   Training Equipment Availability

                  Training equipment necessary for course performance at any
                  course location other than the Seller's training centers or
                  the facilities of the training provider selected by the Seller
                  will be provided by the Buyers in accordance with the Seller's
                  specifications.

16.7        Flight Operations Training

16.7.1      Flight Crew Training Course

            (a)   The Seller will perform a flight crew training course program
                  for the Buyers' flight crews. [...***...] The training manual
                  used will be the Seller's Flight Crew Operating Manual
                  ("FCOM"), except for the base flight training, for which the
                  Buyer's Customized FCOM will be used.

            (b)   The Buyers will use delivered Aircraft for any required
                  in-flight training. This training will not exceed one (1)
                  session of forty-five (45) minutes per pilot. When in-flight
                  crew training is performed in Blagnac, France, the Seller will
                  provide free-of-charge line maintenance, including servicing,
                  preflight checks and changing of minor components, subject to
                  conditions agreed in this Agreement.

            (c)   The Buyers will provide mutually agreed spare parts as
                  required to support said in-flight training and will provide
                  evidence of insurance coverage required under Clause 19.

            (d)   In all cases, the Buyers will bear the expenses of fuel, oil
                  and landing fees.

16.7.2      Flight Crew Line Initial Operating Experience

            (a)   In order to assist the Buyers with initial operating
                  experience after Delivery of the first Aircraft, the Seller
                  will provide to the Buyers pilot instructor(s) as described in
                  Exhibit A to this Clause 16.

            (b)   Additional pilot instructors can be provided at the Buyers'
                  expense upon conditions to be mutually agreed.

            (c)   Prior to any flight training to be performed by the Seller on
                  the Buyers' Aircraft, the Buyers will provide to the Seller
                  evidence of insurance coverage as required under Clause 19.

*** Confidential Treatment Requested

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16.7.3      Instructor Cabin Attendants' Familiarization Course

            The Seller will provide instructor cabin attendant's course(s) to
            the Buyers' cabin attendants, as described in Exhibit A to this
            Clause 16, at the Seller's Training Center.

            The instructor cabin attendants familiarization course, when
            incorporating the features of the Aircraft, will be given no earlier
            than six (6) months and no later than ninety (90) days before the
            Delivery of the first Aircraft. The instructor cabin attendants'
            familiarization course material will be provided no later than six
            (6) months before the Delivery of the first Aircraft.

16.7.4      Performance / Operations Course

            The Seller will provide performance/operations training for the
            Buyers' personnel as described in Exhibit A to this Clause 16.

            The available courses are listed in the Seller's applicable Training
            Courses Catalog.

16.7.5      Transition Type Rating Instructor Course

            The Seller will provide transition type rating instructor training
            for the Buyer's flight crew instructors as described in Exhibit A to
            this Clause 16. This course provides the Buyers' instructors with
            the training in flight instruction and synthetic instruction
            required to instruct on Airbus aircraft.

16.7.6      During any and all flights performed in accordance with this Clause
            16.7, the Buyers will bear full responsibility for the aircraft upon
            which the flight is performed, including but not limited to any
            required maintenance, all expenses such as fuel, oil or landing fees
            and the provision of insurance required under Clause 19.

16.8        Maintenance Training

16.8.1      The Seller will provide maintenance training for the Buyers' ground
            personnel as described in Exhibit A to this Clause 16. The available
            courses are listed in the Seller's applicable Training Course
            Catalog. The practical training provided in the frame of maintenance
            training is performed exclusively on the training devices in use in
            the Seller's Training Center or the Affiliated Training Center. If
            additional practical training is required, such additional practical
            training can be organized with the assistance of the Seller, in
            accordance with Clause 16.8.2.

16.8.2      Practical Training

            If the Buyers require practical training to be organized at another
            airline's facilities, then the Seller will assist the Buyers in
            organizing this training without guaranteeing the availability of
            any other airline's facilities. The provision of an

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            instructor by the Seller for such practical training will be
            deducted from the trainee-day allowance set forth in Paragraph 2.1
            of Exhibit A to this Clause 16 in the manner described in Paragraph
            3 of such Exhibit A. The Buyers will reimburse the Seller the
            expenses for said instructor in accordance with Clause 16.6.2.

16.8.3      Line Maintenance Initial Operating Experience Training

            In order to assist the Buyers during the entry into service of the
            Aircraft, the Seller will provide to the Buyers maintenance
            instructor(s) at the Buyers' main A350 base as set forth in Appendix
            A to this Clause 16.

            (a)   Line maintenance initial operating experience training will
                  cover training in handling and servicing of Aircraft, flight
                  crew and maintenance coordination, use of Technical Data
                  and/or any other activities which may be deemed necessary
                  after Delivery of the first Aircraft.

            (b)   The Buyers will reimburse the expenses for said instructor(s)
                  in accordance with Clause 16.6.2. Additional maintenance
                  instructors can be provided at the Buyers' expense.

16.9        Supplier and Engine Manufacturer Training

            The Seller will ensure that major Suppliers and the Propulsion
            System manufacturer provide maintenance training and overhaul
            training on their products at appropriate times. A copy of the
            Supplier Training Catalog, listing the suppliers that provide
            training, will be supplied to the Buyers on request.

16.10       Training Aids for the Buyers' Training Organization

16.10.1     The Seller will provide to the Buyers Airbus computer based training
            ("AIRBUS CBT"), training aids, as used in the Seller's Training
            Centers and the Virtual Aircraft (Walk Around and Component
            Location), free of charge as set forth in Exhibit A to this Clause
            16.

            The Airbus CBT and training aids supplied to the Buyers will be
            similar to those used at the Airbus Training Centers for training.
            The Seller has no obligation to cause the Manufacturer to revise the
            Airbus CBT. The Airbus CBT in use at the Seller's Training Center
            may be revised on a regular basis, and such revisions, if any, will
            be provided to the Buyers until the expiration of the period when
            training courses provided under this Clause 16 are performed for the
            Buyers, or up to one (1) year after delivery of the Airbus CBT or
            Virtual Aircraft to the Buyers, whichever occurs first.

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16.10.2     Delivery

            (a)   The Seller will deliver to the Buyers the Airbus CBT and
                  training aids, at a date to be mutually agreed during the
                  Training Conference, but no later than six (6) months before
                  the Delivery Date of the first Aircraft.

            (b)   Those items supplied to the Buyers pursuant to Clause 16.10.1
                  will be delivered FCA Toulouse, France, and/or FCA Hamburg,
                  Germany. Title to and risk of loss of said items will pass to
                  the Buyer selected pursuant to Clause 16.4.2(iv) upon
                  delivery.

16.10.3     Installation of Airbus CBT System

            (a)   Before the initial delivery of the Airbus CBT, the Seller will
                  provide an "Airbus CBT Administrator Course" to up to six (6)
                  trainees of the Buyers, at the facilities of one of the
                  Buyers. To conduct the course, the workstations and/or
                  servers, as applicable, will be ready for use and will comply
                  with the latest "Airbus CBT Workstation Technical
                  Specification" or "Airbus CBT Server Technical Specification",
                  as applicable.

            (b)   The Buyers will provide any and all the necessary hardware on
                  which the Airbus CBT will be installed and Seller will not be
                  responsible for any incompatibility of such hardware with the
                  Airbus CBT.

            (c)   The Airbus CBT will be installed by the Buyers' personnel who
                  have completed the Airbus CBT training, and the Seller will be
                  held harmless from any damage to person and/or to property
                  caused by or in any way connected with the handling and/or
                  installation of the Airbus CBT by the Buyers' personnel.

            (d)   In accordance with Clause 16.6.2, the Buyers will reimburse
                  the expenses for the Seller's personnel required at any
                  Buyer's facility to conduct Airbus CBT Training and/or provide
                  installation assistance.

16.10.4     License

            (a)   The Seller will grant the Buyers a license to use the Airbus
                  CBT and the Virtual Aircraft that will incorporate the Terms
                  and Conditions for License for Use of Software set forth in
                  Exhibit H.

            (b)   Supply of additional sets of Virtual Aircraft Software and
                  courseware supports, as well as any extension to the license
                  for such courseware, will be subject to terms and conditions
                  to be mutually agreed.

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16.10.5     The Seller will not be responsible for, and hereby disclaims any and
            all liabilities resulting from or in connection with the use by the
            Buyers of the Airbus CBT, the Virtual Aircraft and any other
            training aids at the Buyers' facilities.

16.11       Proprietary Rights

            The Seller's training data and documentation, Airbus CBT and
            training aids are proprietary to the Manufacturer and its suppliers.
            All such training materials are supplied for the sole use by the
            Buyers in training its personnel to maintainand operate the
            Aircraft. These proprietary rights will also apply to any
            translation of such Material into a language or languages or medium
            or media that may have been performed or caused to be performed by
            the Buyer.

AWE/USA - A350 - PA                                                           79

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                                                         APPENDIX A TO CLAUSE 16

                               TRAINING ALLOWANCES

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AWE/USA - A350 - PA                                                           80

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AWE/USA - A350 - PA                                                           81

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AWE/USA - A350 - PA                                                           82

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                                                         APPENDIX B TO CLAUSE 16

                        MINIMUM RECOMMENDED QUALIFICATION
                      IN RELATION TO TRAINING REQUIREMENTS

                          (Standard Transition Courses)

The prerequisites listed below are the minimum recommended requirements
specified for Airbus training. If the appropriate Aviation Authority or the
specific airline policy of the trainee demands greater or additional
requirements, such requirements will be prerequisites.

-     CAPTAIN prerequisites

            -     Previously qualified on JAR/FAR/CS 25 aircraft and commercial
                  operations

            -     Valid and current Airlines Transport License (ATPLY)

            -     Previous command experience

            -     Fluency in English

            -     Jet experience

            -     1500 hours minimum flying experience as pilot

            -     1000 hours experience on FAR/JAR 25/CS 25 aircraft

            -     200 hours experience as airline, corporate pilot or military
                  transport pilot

            -     Must have flown transport type aircraft, as flying pilot,
                  within the last 12 months.

-     FIRST OFFICER prerequisites

            -     Previously qualified on JAR/FAR/CS 25 aircraft and commercial
                  operations

            -     Aircraft and commercial operations valid and current
                  commercial pilot license with instrument rating

            -     Fluency in English

            -     Jet experience

            -     500 hours minimum flying experience as pilot of fixed wing
                  aircraft

            -     300 hours experience on FAR/JAR/CS 25 aircraft

            -     200 hours flying experience as airline pilot or a corporate
                  pilot or military transport pilot

      For both CAPTAIN and FIRST OFFICER, if one or several of the above
      criteria are not met, the trainee must follow

            (i)   an adapted course or

            (ii)  an entry level training program before entering the regular or
                  the adapted course.

      Such course(s), if required, will be at the Buyers' expense.

AWE/USA - A350 - PA                                                           83

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                                                         APPENDIX B TO CLAUSE 16

-     FIRST TYPE RATING COURSE

This course is designed for ab initio pilots who do not hold an aircraft type
rating on their pilot license

      PILOT PREREQUISITES

      -     Valid and current commercial pilot license

      -     Valid and current instrument rating on multi engine aircraft

      -     Airlines Transport License (ATPLY) written examination

      -     Fluency in English

      -     Flight experience:

                  -     220 hours as pilot

                  -     100 hours as pilot in command

                  -     25 hours on multi engine aircraft (up to 10 hours can be
                        completed in a simulator)

In addition to the above conditions and in accordance to the JAR Flight Crew
Licensing and the Airbus Training Policy, a pilot applying for a first type
rating must have followed either an approved JAR Multi Crew Cooperation ("MCC")
program or regulatory equivalent or the "Airbus Entry Level Training program"
(combined MCC and jet familiarization course). Such course, if required, will be
at the Buyers' expense.

-     CQ ADDITIONAL prerequisites

In addition to the prerequisites set forth for the Flight Crew Standard
Transition Course, both CAPTAIN and FIRST OFFICER must:

            -     be qualified and current on the base aircraft type

            -     have 150 hours minimum and 3 months minimum of operations on
                  the base aircraft type.

-        TRI COURSE ADDITIONAL prerequisites

In addition to the prerequisites set forth for the Flight Crew Standard
Transition Course, it is the responsibility of the Buyers to:

            -     select instructor candidate(s) with airmanship and behavior
                  corresponding to the role and responsibility of an airline
                  instructor, and

            -     designate instructor candidate(s) with the Airbus
                  prerequisite, which corresponds to the JAR requirements (ref
                  JAR - FCL 1 - Requirements/ Subparts H - Instructor rating
                  (Aeroplane) C.

AWE/USA - A350 - PA                                                           84

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                                                         APPENDIX B TO CLAUSE 16

      MAINTENANCE PERSONNEL prerequisites

      (i)   For all maintenance courses:

                  Fluency in English
                  Experience on first or second generation jet transport
                  category aircraft

      (ii)  Additional prerequisites for Aircraft Rigging Engine Run-Up and
                  Maintenance Initial Operating Course:

                  -     Qualified as line or line and base mechanic on the
                  concerned Airbus aircraft type (for Maintenance Initial
                  Operating Experience Course).

      (iii) Additional prerequisites - Maintenance Initial Operating Experience

                  Be currently qualified as line or base mechanic on the base
                  Aircraft

      (iv)  Additional prerequisites - MAINTENANCE TRAINING DIFFERENCE COURSE

                  Be current and operating on the base Aircraft.

AWE/USA - A350 - PA                                                           85

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17 -        SUPPLIER PRODUCT SUPPORT

17.1        Equipment Supplier Product Support Agreements

17.1.1      The Seller will, at no charge to the Buyers, transfer to the Buyers
            the Supplier Product Support Agreements transferable to the Buyers
            from Suppliers of Seller Furnished Equipment listed in the
            Specification on Delivery. These agreements are based on the "World
            Airlines and Suppliers Guide" and include Supplier commitments
            contained in the Supplier Product Support Agreements, which include
            the following:

            (i)   Technical data and manuals required to operate, maintain,
                  service and overhaul the Supplier items will (a) be prepared
                  in accordance with the applicable provisions of ATA
                  Specification 100 and 101 in accordance with Clause 14, (b)
                  include revision service, and (c) be published in the English
                  language. The Seller will make reasonable efforts to ensure
                  that software data, supplied in the form of an appendix to the
                  Component Maintenance Manual, be provided in compliance with
                  ATA Specification 102 up to level 3 to protect Suppliers'
                  proprietary interests,

            (ii)  Warranties and guarantees, including Suppliers' standard
                  warranties, and in the case of Suppliers of landing gear,
                  service life policies for selected landing gear structures,

            (iii) Training to ensure efficient operation, maintenance and
                  overhaul of the Suppliers' items for the Buyers' instructors,
                  shop and line service personnel.

            (iv)  Spares data in compliance with ATA Specification 200 or 2000,
                  initial provisioning recommendations, spares and logistics
                  service, including routine and emergency deliveries, and

            (v)   Technical service to assist the Buyers with maintenance,
                  overhaul, repair, operation and inspection of Supplier items
                  as well as required tooling and spares provisioning.

17.2        Supplier Compliance

            The Seller will monitor Supplier compliance with support commitments
            defined in the Supplier Product Support Agreements and will take
            action together with the Buyers, if necessary.

17.3        Supplier Part Repair Stations

            The Seller has developed with the Suppliers a comprehensive network
            of repair stations in the United States of America and Canada for
            those Supplier Parts originating from outside these countries.
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AWE/USA - A350 - PA                                                           86

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18          BUYER FURNISHED EQUIPMENT

18.1        Administration

18.1.1      Without additional charge and in accordance with the Specification,
            the Seller will cause the Manufacturer to provide for the
            installation of the Buyer Furnished Equipment, provided that the BFE
            is referred to in the Airbus BFE Catalog of Approved Suppliers by
            Products valid at the time the BFE is ordered.

            The Seller will cause the Manufacturer to advise the Buyers of the
            dates by and location to which, in the planned release of
            engineering for the Aircraft, the Seller requires a written detailed
            engineering definition. This description will include the definition
            of the dimensions and weight of BFE, the information related to its
            certification and information necessary for the installation and
            operation thereof. The Buyers will furnish such detailed description
            and information by the dates specified. Thereafter, no information,
            dimensions or weights will be revised unless authorized by an SCN.

            The Seller will also provide the Buyers in due time with a schedule
            of dates and shipping addresses for delivery of BFE and (when
            requested by the Seller) additional spare BFE in order permit
            installation of the BFE in the Aircraft and delivery of the Aircraft
            in accordance with the delivery schedule. The Buyers will provide
            the BFE by such dates in a serviceable condition, to allow
            performance of any assembly, test, or acceptance process in
            accordance with the Seller's industrial schedule.

            The Buyers will also provide, when requested by the Manufacturer, at
            Airbus France S.A.S. works and/or at Airbus Deutschland GmbH works,
            as applicable and needed, adequate field service, including support
            from BFE suppliers to act in a technical advisory capacity to the
            Seller in the installation, calibration and possible repair of any
            BFE.

18.1.2      The BFE will be imported into France or into Germany by the Buyers
            under a suspensive customs system ("Regime de l'entrepot industriel
            pour fabrication coordonnee" or "Zollverschluss") without
            application of any French or German tax or customs duty, and will be
            Delivered Duty Unpaid (DDU) (as defined in Incoterms 2000:ICC
            Official Rules for the Interpretation of Trade Terms, published by
            the International Chamber of Commerce), to

                  Airbus France S.A.S.
                  316 Route de Bayonne
                  31300 Toulouse, France
                  or
                  Airbus Deutchland GmbH
                  Division Hamburger Flugzeugbau
                  Kreetslag 10
                  21129 Hamburg
                  Federal Republic of Germany
                  as provided in Clause 18.1.1.

AWE/USA - A350 - PA                                                           87

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18.1.3      If any of the Buyers requests the Seller to supply directly certain
            items that are considered BFE according to the Specification, and if
            such request is notified to the Seller in due time in order not to
            affect the Delivery Date of the Aircraft, the Seller may agree to
            order such items subject to the execution of an SCN reflecting the
            effect on price, escalation adjustment, and any other conditions of
            the Agreement. In such a case the Seller will be entitled to the
            payment of a reasonable handling charge and will bear no liability
            in respect of delay and product support commitments for such items.

18.2        Requirements

            Each of the Buyers is responsible for assuring and warranting, at
            its expense, that BFE will (i) be manufactured by a qualified
            supplier in accordance with the provisions of Clause 18.1.1, (ii)
            meet the requirements of the applicable Specification, (iii) comply
            with applicable requirements incorporated by reference to the Type
            Certificate and listed in the Type Certificate Data Sheet, and (iv)
            be approved by the applicable Aviation Authority delivering the
            Export Certificate of Airworthiness and by the FAA for installation
            and use on the Aircraft at the time of Delivery of such Aircraft.
            The Seller will be entitled to refuse any item of BFE that it
            considers incompatible with the Specification, the engineering
            definition mentioned above in Clause 18.1.1 or the certification
            requirements.

18.3        Buyers' Obligation and Seller's Remedies

18.3.1      Any delay or failure in

            (i)   furnishing the BFE in serviceable condition at the requested
                  delivery date,

            (ii)  complying with the warranty in Clause 18.2 or in providing the
                  descriptive information or service representatives mentioned
                  in Clause 18.1.1, or

            (iii) in obtaining any required approval for such equipment under
                  the above mentioned Aviation Authorities regulations

            may delay the performance of any act to be performed by the Seller,
            and cause the Final Contract Price of the Aircraft to be adjusted in
            accordance with the updated delivery schedule, including, in
            particular, the costs the Seller incurs that are attributable to the
            delay or failure described above, such as storage, taxes, insurance
            and costs of out-of sequence installation.

18.3.2      In addition to the consequences outlined in Clause 18.3.1, in the
            event of a delay or failure described in Clause 18.3.1,

            (i)   the Seller may select, purchase and install equipment similar
                  to the BFE at issue, in which event the Final Contract Price
                  of the affected Aircraft will also be increased by the
                  purchase price of such equipment, plus reasonable costs and
                  expenses incurred by the Seller for handling charges,
                  transportation, insurance, packaging and, if required and not
                  already provided for in the price of the Aircraft, for
                  adjustment and calibration; or

AWE/USA - A350 - PA                                                           88

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            (ii)  if the BFE is delayed more than thirty (30) days beyond, or
                  unapproved within thirty (30) days of the date specified in
                  Clause 18.1.1, then the Seller may deliver or the Buyers may
                  elect to have the Aircraft delivered without the installation
                  of such equipment, notwithstanding the terms of Clause 7.2
                  insofar as it may otherwise have applied, whereon the Seller
                  will be relieved of all obligations to install such equipment.

18.4        Title and Risk of Loss

            Title to (subject to Clause 18.5.5) and risk of loss of BFE will at
            all times remain with the Buyer that is the owner thereof, except
            that risk of loss (limited to cost of replacement of said BFE and
            excluding in particular loss of use) will be with the Seller for as
            long as the BFE is in the care, custody and control of the Seller.

18.5        Disposition of BFE Following Termination

18.5.1      If a termination of this Agreement pursuant to the provisions of
            Clause 21 occurs with respect to an Aircraft in which all or any
            part of the BFE has been installed prior to the date of such
            termination, the Seller will be entitled, but not required, to
            remove all items of BFE that can be removed without damage to the
            Aircraft and to undertake commercially reasonable efforts to
            facilitate the sale of such items of BFE to other customers,
            retaining and applying the proceeds of such sales to reduce Seller's
            damages resulting from the termination.

18.5.2      The Buyers will cooperate with the Seller in facilitating the sale
            of BFE pursuant to Clause 18.5.1 and will, jointly and severally, be
            responsible for all costs incurred by the Seller in removing and
            facilitating the sale of such BFE. The Buyers will, jointly and
            severally, reimburse the Seller for all such costs within five (5)
            Working Days of receiving documentation of such costs from the
            Seller.

18.5.3      The Seller will notify the Buyers as to those items of BFE not sold
            by the Seller pursuant to Clause 18.5.1 and, at the Seller's
            request, the Buyers will remove such items from the Seller' facility
            within thirty (30) days of the date of such notice. The Buyers will
            have no claim against the Seller for damage or destruction of any
            item of BFE removed from the Aircraft and not removed from Seller's
            facility within such period.

18.5.4      The Buyers will have no claim against the Seller for damage to or
            destruction of any item of BFE damaged or destroyed in the process
            of being deinstalled from the Aircraft, provided that the Seller
            will use reasonable care in such deinstallation.

18.5.5      The Buyers will grant title to the Seller for any BFE items that
            cannot be removed from the Aircraft without causing damage to the
            Aircraft or rendering any system in the Aircraft unusable.

AWE/USA - A350 - PA                                                           89

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19          Indemnities and Insurance

19.1        Seller's Indemnities

            The Seller will, except in the case of gross negligence or willful
            misconduct of any Buyer, it's directors, officers, agents, or
            employees, be solely liable for and will indemnify and will hold the
            Buyers and their respective directors, officers, agents or
            employees, Affiliates and Suppliers harmless against all losses,
            liabilities, claims, damages, costs and expenses, including court
            costs and reasonable attorneys' fees ("LOSSES"), arising from claims
            for

            (a)   injuries to, or deaths of, the Seller's, Manufacturer's or any
                  Associated Contractor's respective directors, officers, agents
                  or employees, or loss or damage to property of the Seller,
                  Manufacturer or any Associated Contractor or their respective
                  employees or agents when such losses occur during or are
                  incidental to (i) the exercise by any of the Buyers of its
                  inspection rights under Clause 6, (ii) the Technical
                  Acceptance Process described in Clause 8, (iii) the provision
                  of Resident Customer Support pursuant to Clause 15 or (iv) the
                  provision of training pursuant to Clause 16; and

            (b)   injuries to or deaths of third parties, or loss of property of
                  third parties, occurring during, or incidental to (i) the
                  exercise by any Buyer of its inspection rights pursuant to
                  Clause 6 or (ii) the Technical Acceptance Process described in
                  Clause 8.

19.2        Buyers' Indemnities

            The Buyers will, jointly and severally, except in the case of gross
            negligence or willful misconduct of the Seller, its directors,
            officers, agents and employees, be solely liable for and will
            indemnify and will hold the Seller, the Manufacturer, each of the
            Associated Contractors and their respective subcontractors,
            Affiliates and Suppliers of the Seller, the Seller's
            representatives, and the respective assignees, directors, officers,
            agents and employees of each of the foregoing, harmless against all
            Losses arising from:

            (a)   injuries to or deaths of the directors, officers, agents or
                  employees of any Buyer, or loss or damage to property of any
                  Buyer or the employees or agents of any of them, when such
                  losses occur during or are incidental to (i) the exercise by
                  any Buyer of its inspection rights under Clause 6; (ii) the
                  Technical Acceptance Process described in Clause 8, (iii) the
                  provision of Field Assistance pursuant to Clause 15, or (iv)
                  the provision of training pursuant to Clause 16; and

            (b)   claims for injuries to or deaths of third parties, or loss of
                  property of third parties, where such losses occur during or
                  incidental to (i) the provision of Field Services under Clause
                  15 or (ii) arise out of the provision of training pursuant to
                  Clause 16 and are not caused by a defect of the type specified
                  in Clause 12.1.1 that is not excluded under Clause 12.1.2.

AWE/USA - A350 - PA                                                           90

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19.3        Notice and Defense of Claims

            (a)   If any claim is made or suit is brought against a party or
                  entity entitled to indemnification under this Clause 19 (the
                  "INDEMNITEE") for damages for which liability has been assumed
                  by the other party under this Clause 19, (the "INDEMNITOR"),
                  the Indemnitee will promptly give notice to the Indemnitor and
                  the Indemnitor (unless otherwise requested by the Indemnitee)
                  will assume and conduct the defense, or settlement, of such
                  suit, as the Indemnitor will deem prudent. Notice of the claim
                  or suit will be accompanied by all information pertinent to
                  the matter as is reasonably available to the Indemnitee and
                  will be followed by such cooperation by the Indemnitee as the
                  Indemnitor or its counsel may reasonably request at the
                  expense of the Indemnitor.

            (b)   If the Indemnitor fails or refuses to assume the defense of
                  any claim or lawsuit notified to it under this Clause 19, the
                  Indemnitee will have the right to proceed with the defense or
                  settlement of the claim or lawsuit as it deems prudent and
                  will have a claim over against the Indemnitor for any
                  judgments, settlements, costs or expenses, including
                  reasonable attorneys' fees. Further, in such event, the
                  Indemnitor will be deemed to have waived any objection or
                  defense to the Indemnitee's claim based on the reasonableness
                  of any settlement.

19.4        Insurance

            [...***...]

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AWE/USA - A350 - PA                                                           91

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AWE/USA - A350 - PA                                                           92

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20          ASSIGNMENTS AND TRANSFERS

20.1        Assignments by Buyers

            Except as hereinafter provided, none of the Buyers may sell, assign
            or transfer its rights or obligations under this Agreement to any
            person without the prior written consent of the Seller.

20.2        Assignments on Sale, Merger or Consolidation

            The Buyers will be entitled to assign their rights under this
            Agreement at any time due to a merger or consolidation, provided the
            Buyers first obtains the written consent of the Seller. The Seller
            will provide its consent if:

            (i)   the surviving or acquiring entity is organized and existing
                  under the laws of the United States;

            (ii)  the surviving or acquiring entity has executed an assumption
                  agreement, in form and substance reasonably acceptable to the
                  Seller, agreeing to assume all of the Buyers' obligations
                  under this Agreement;

            (iii) at the time, and immediately following the consummation, of
                  the merger, consolidation or sale, no event of default exists
                  or will have occurred and be continuing;

            (iv)  there exists with respect to the surviving or acquiring entity
                  no basis for a Termination Event within the meaning of Clause
                  21;

            (v)   the surviving or acquiring entity holds an air carrier
                  operating certificate issued by the FAA at the time, and
                  immediately following the consummation, of such sale, merger
                  or consolidation; and

            (vi)  following the sale, merger or consolidation, the surviving or
                  acquiring entity in a financial condition at least equal to
                  that of the Buyers, collectively, at time of execution of this
                  Agreement.

20.3        Designations by Seller

            The Seller may at any time by notice to the Buyers designate
            facilities or personnel of the Manufacturer, ANACS, any of the
            Associated Contractors or any Affiliate of the Manufacturer or any
            Affiliate of an Associated Contractor at which or by whom the
            services to be performed under this Agreement will be performed. The
            Seller may also designate the Manufacturer or any Affiliate of an
            Associated Contractor as the party responsible on behalf of the
            Seller for providing to the Buyers all or any of the Agreement.
            Notwithstanding such designation, the Seller will remain ultimately
            responsible for fulfillment of all obligations undertaken by the
            Seller in this Agreement.

AWE/USA - A350 - PA                                                           93

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20.4        Transfer of Rights and Obligations upon Reorganization

            If at any time until the date upon which all the obligations and
            liabilities of the Seller under this Agreement have been discharged,
            the legal structure, the membership or the business of the Seller is
            reorganized or the legal form of the Seller is changed and as a
            consequence thereof the Seller wishes the Buyers to accept the
            substitution of the Seller by another entity within the restructured
            Airbus group (or the Seller in its new legal form) ("NEWCO") as
            contemplated below, the Seller will promptly notify the Buyers of
            its wish.

            In such event, the Seller may request the Buyers to enter into a
            novation agreement and/or other agreement having the same effect
            whereby the Seller's rights and obligations under this Agreement are
            novated or transferred in favor of Newco. Upon receipt of such
            request, the Buyers will enter into a novation agreement and/or
            other appropriate agreement, provided that the Buyers' rights and
            obligations under this Agreement are not materially adversely
            affected by such novation and/or other agreement.

            Until any such novation agreement/other appropriate documentation
            has come into effect, this Agreement will remain in full force and
            effect, and each party will act diligently and in good faith to
            implement the novation agreement and/or other appropriate
            documentation as soon as practicable after Newco has come into
            existence.

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AWE/USA - A350 - PA                                                           94

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AWE/USA - A350 - PA                                                           95

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21.         TERMINATION

21.1        Termination Events

            Each of the following will constitute a "TERMINATION EVENT

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AWE/USA - A350 - PA                                                           96

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                  [...***...]

21.2        If a Termination Event occurs, each of the Buyers will be in
            material breach of this Agreement, and the Seller will have the
            right to receive payment from the Buyers, jointly and severally, as
            liquidated damages and not as a penalty, an amount equal to, for
            each Affected Aircraft (as defined in Clause 21.2(2) below), and
            may, without limitation, by written notice to the Buyers,
            immediately:

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AWE/USA - A350 - PA                                                           97

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                  [...***...]

                  [...***...]

                  [...***...]

            (3)   Liquidated damages will be payable by the Buyers promptly, and
                  in any event within ten (10) days of the date of written
                  notice and demand therefor from Seller, such demand to set
                  forth in reasonable detail the calculation of such liquidated
                  damages and will identify the Termination Event upon which the
                  Seller is relying. The parties agree that the remedy of
                  liquidated damages is not to be denied to the Seller due to
                  the inability of Seller to deliver a notice and demand for
                  payment thereof due to the operation of law following a
                  bankruptcy or other Termination Event under Clauses 21.1.1(1)
                  - (4). The parties further agree that in circumstances where a
                  Termination Event has occurred and the Seller does not cancel
                  this Agreement as to any or all Aircraft, but instead seeks to
                  recover its actual damages resulting therefrom, the amount of
                  actual damages payable by the Buyers will not exceed the
                  amount of liquidated damages that could have been claimed by
                  Seller pursuant to Clause 21.1.2(2) had the Seller elected to
                  claim, as a result of such Termination Event, liquidated
                  damages pursuant to Clause 21.2(2).

            (4)   The parties to this Agreement are commercially sophisticated
                  parties represented by competent counsel. The parties
                  expressly agree and declare that damages for material breach
                  of this Agreement by the Buyers resulting in a termination of
                  this Agreement pursuant to Clause 21.1.2(1)(iv) as to any or
                  all Aircraft have been liquidated at amounts which are
                  reasonable in light of the anticipated or actual harm caused
                  by any Buyer's breach, the difficulties of proof of loss and
                  the nonfeasibility of otherwise obtaining an adequate remedy.
                  It is understood and agreed by the parties that the amount of
                  liquidated damages set forth herein is the total amount of
                  monetary damages, no more and no less, to which the Seller
                  will be entitled for and with respect to any Aircraft as
                  recovery for material breach of this Agreement by any Buyer
                  resulting in a Termination by the Seller of this Agreement as
                  to such Aircraft.

21.3        For purposes of this Clause 21

            (i)   "Affected Aircraft" - means any or all Aircraft with respect
                  to which the Seller has cancelled or terminated this Agreement
                  pursuant to Clause 21.1.2(1)(iv),

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AWE/USA - A350 - PA                                                           98

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            (ii)  "Applicable Date" - for any Affected Aircraft means the date
                  of the Termination Event that the Seller specifies in its
                  notice and demand for payment of liquidated damages delivered
                  under Clause 21.1(3), and

            (iii) "Escalated Price" - means the sum of (i) the Base Price of the
                  Aircraft and (ii) the Base Price of SCNs and MSCNs entered
                  into after the date of this Agreement, both as escalated to
                  the Applicable Date in accordance with the provisions of
                  Clause 4.

21.         4. Promptly upon obtaining knowledge of the occurrence of a
            Termination Event by any Buyer, such Buyer will notify the Seller of
            such occurrence in writing, provided, that any failure by any Buyer
            to notify the Seller will not prejudice the Seller's rights or
            remedies hereunder.

21.5        If at any time prior to Scheduled Delivery Date of an Aircraft, the
            Seller has reasonable grounds for insecurity as to the ability of
            any Buyer to perform its obligation to take Delivery of such
            Aircraft, then the Seller will send the Buyers a written demand for
            adequate assurance of performance. If adequate assurance acceptable
            to the Seller is not received within thirty (30) days following the
            date of such written demand, then the Seller will have the right to
            either (a) exercise the remedies provided under Section 2-609 of the
            Uniform Commercial Code or (b) exercise any of its remedies under
            Clause 21.2.

21.6        Information Covenants

            Each of the Buyers hereby covenants and agrees that, from the date
            of this Agreement until no further Aircraft are to be delivered
            hereunder, the Buyers will furnish or cause to be furnished to the
            Seller the following:

            (a)   Annual Financial Statements. As soon as available and in any
                  event no later than the date that the Buyers furnish such
                  annual statements to the Securities and Exchange Commission or
                  successor thereto (the "SEC") (i) a copy of the SEC Form 10-K
                  filed by the Buyers, as a group, with the SEC for such fiscal
                  year, or, if no such Form 10-K was filed by the Buyers for
                  such fiscal year, no later than the 90th day following the
                  close of such fiscal year of the Buyers, the consolidated
                  balance sheet of the Buyers and their Subsidiaries, as at the
                  end of such fiscal year and the related consolidated
                  statements of operations, of common stockholders' equity
                  (deficit) (in the case of the Buyers and their Subsidiaries)
                  and of cash flows for such fiscal year, setting forth
                  comparative consolidated figures as of the end of and for the
                  preceding fiscal year, and examined by any firm of independent
                  public accountants of recognized standing selected by the
                  Buyers and reasonably acceptable to the Seller, whose opinion
                  will not be qualified as to the scope of audit or as to the
                  status of the Buyers as a going concern, and (ii) a
                  certificate of such accounting firm stating that its audit of
                  the business of the Buyers was conducted in accordance with
                  generally accepted auditing standards. In lieu of actual
                  delivery of such Form 10-K, the Buyers may notify the Seller
                  that such report has been filed with the SEC and is publicly
                  available on EDGAR (or any successor online resource).

AWE/USA - A350 - PA                                                           99

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

            (b)   Quarterly Financial Statements. As soon as available and in
                  any event no later than the date that the Buyers furnish such
                  quarterly statements to the SEC, a copy of the SEC Form 10-Q
                  filed by the Buyers, as a group, with the SEC for such
                  quarterly period, or, if no such Form 10-Q was filed by the
                  Buyers with respect to any such quarterly period, no later
                  than the forty-fifth (45th) day following the close of such
                  quarterly period, the consolidated balance sheet of the Buyers
                  and their Subsidiaries, as at the end of such quarterly period
                  and the related consolidated statements of operations for such
                  quarterly period and for the elapsed portion of the fiscal
                  year ended with the last day of such quarterly period and in
                  each case setting forth comparative consolidated figures as of
                  the end of and for the related periods in the prior fiscal
                  year, all of which will be certified by an Authorized Officer
                  of each of the Buyers, subject to changes resulting from audit
                  and normal year-end audit adjustments. In lieu of actual
                  delivery of such Form 10-Q, the Buyers may notify the Seller
                  that such report has been filed with the SEC and is publicly
                  available on EDGAR (or any successor online resource).

            (c)   Debt Rescheduling. (i) Promptly upon the commencement by any
                  of the Buyers of negotiations with one or more of its
                  significant creditors with a view to general readjustment or
                  rescheduling of all or any material part of its indebtedness
                  under circumstances in which a reasonable business person, in
                  the exercise of prudent business judgment, would conclude that
                  such Buyer would otherwise not be able to pay such
                  indebtedness as it falls due, notice of commencement of such
                  negotiations, and (ii) thereafter timely advice of the
                  progress of such negotiations until such negotiations are
                  terminated or completed.

            (d)   Acceleration of other indebtedness. Immediately upon knowledge
                  by any Buyer that the holder of any bond, debenture,
                  promissory note or any similar evidence of indebtedness of
                  such Buyer or Affiliate thereof ("OTHER INDEBTEDNESS") has
                  demanded payment, given notice or exercised its right to a
                  remedy having the effect of acceleration with respect to a
                  claimed event of default under any Other Indebtedness, where
                  the impact of the acceleration is likely to have a material
                  adverse effect on such Buyer's ability to perform its
                  obligations under or in connection with the transactions
                  contemplated by this Agreement, notice of the demand made,
                  notice given or action taken by such holder and the nature and
                  status of the claimed event of default and what the action
                  such Buyer is taking with respect thereto.

            (e)   Other Information. Promptly upon transmission thereof, copies
                  of any filings and registrations with, and reports to, the SEC
                  by any Buyer or any of its Affiliates, and, with reasonable
                  promptness, such other information or documents (financial or
                  otherwise) as the Seller may reasonably request from time to
                  time. In lieu of actual delivery of any such filing or
                  registration, the Buyers may notify the Seller that the same
                  has been filed with the SEC and is publicly available on EDGAR
                  (or any successor online resource).

            For the purposes of this Subclause 21.2, (x) an "AUTHORIZED OFFICER"
            of any Buyer will mean the Chief Executive Officer, the Chief
            Financial Officer or any Vice President and above thereof who
            reports directly or indirectly to the Chief Financial Officer and
            (y) "SUBSIDIARIES"

AWE/USA - A350 - PA                                                          100

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

            will mean, as of any date of determination, those companies owned by
            any Buyer whose financial results the Buyers are required to include
            in their statements of consolidated operations and consolidated
            balance sheets.

AWE/USA - A350 - PA                                                          101

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

22          MISCELLANEOUS PROVISIONS

22.1        Data Retrieval

            On the Seller's reasonable request, each Buyer will provide the
            Seller with all the necessary data, as customarily compiled by it
            and pertaining to the operation of the Aircraft, to assist the
            Seller in making an efficient and coordinated survey of all
            reliability, maintenance, operational and cost data with a view to
            improving the safety, availability and operational costs of the
            Aircraft.

22.2        Notices

            All notices and requests required or authorized hereunder will be
            given in writing either by personal delivery to a responsible
            officer of the party to whom the same is given or by commercial
            courier, certified air mail (return receipt requested) or facsimile
            at the addresses and numbers set forth below. The date on which any
            such notice or request is so personally delivered, or if such notice
            or request is given by commercial courier, certified air mail or
            facsimile the date on which it is given, will be deemed to be the
            effective date of such notice or request.

            The Seller will be addressed at:

                  2, rond-point Maurice Bellonte
                  31700 Blagnac France
                  Attention: Director - Contracts

                  Telephone: 33 05 61 30 40 12
                  Telecopy: 33 05 61 30 40 11

            Each of the Buyers will be addressed, in the case of any item to be
            delivered other than via courier or personal service or delivery,
            at:

                  4000 East Sky Harbor Blvd.
                  Phoenix, AZ 85034
                  Attention: Senior Vice President and Chief Financial Officer

                  Telephone: (480) 693-5710
                  Fax: (480) 693-2899

            And, in the case of any item to be delivered via courier or personal
            service or delivery,

                  111 Rio Salado
                  Tempe, AZ 85281
                  Attention: Senior Vice President and Chief Financial Officer

AWE/USA - A350 - PA                                                          102

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

            From time to time, the party receiving the notice or request may
            designate another address or another person.

22.3        Waiver

            The failure of either party to enforce at any time any of the
            provisions of this Agreement, to exercise any right herein provided
            or to require at any time performance by the other party of any of
            the provisions hereof will in no way be construed to be a present or
            future waiver of such provisions nor in any way to affect the
            validity of this Agreement or any part hereof or the right of the
            other party thereafter to enforce each and every such provision. The
            express waiver by either party of any provision, condition or
            requirement of this Agreement will not constitute a waiver of any
            future obligation to comply with such provision, condition or
            requirement.

22.4        INTERPRETATION AND LAW

            THIS AGREEMENT WILL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW
            SECTION 5-1401, 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
            PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY
            OTHER JURISDICTION.

            [...***...]

            Each party (i) hereby irrevocably submits itself to the nonexclusive
            jurisdiction of the courts of the state of New York in New York
            County and, to the extent permitted by applicable law, of the United
            States District Court for the Southern District of New York, for the
            purposes of any suit, action or other proceeding arising out of this
            Agreement or any of the transactions contemplated hereby brought by
            any party or parties hereto, and (ii) hereby waives, and agrees not
            to assert, by way of motion, as a defense, counterclaim or
            otherwise, in any such suit, action or proceeding, to the extent
            permitted by applicable law, the defense of sovereign immunity, any
            claim that it is not personally subject to the jurisdiction of the
            above-named courts by reason of sovereign immunity or otherwise or
            that it or its property is exempt or immune from jurisdiction of
            such court or from legal process (whether through service of notice,
            attachment prior to judgment, attachment in aid of execution or
            judgment, execution of judgment or otherwise) and to the extent
            permitted by applicable law, that the suit, action or proceeding
            which is referred to in clause (i) above is brought in an
            inconvenient forum, that the venue of such suit, action or
            proceeding is improper, or that this Agreement or the subject matter
            hereof or any of the transactions contemplated hereby may not be
            enforced in or by these courts.

*** Confidential Treatment Requested

AWE/USA - A350 - PA                                                          103

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

22.4.1      Service of process in any suit, action or proceeding in respect of
            any matter as to which a Buyer has submitted to jurisdiction under
            Clause 22.4 may be made on such Buyer by delivery of the same
            personally or by dispatching the same via Federal Express, UPS, or
            similar international air courier, service prepaid to, CT
            Corporation, 111 Hudson St., New York, NY (or such other office in
            the City of New York as such agent will then be occupying), as agent
            for each of the Buyers, it being agreed that service upon CT
            Corporation will constitute valid service upon such Buyer or by any
            other method authorized by the laws of the State of New York.

22.5        Waiver of Jury Trial

            EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY
            LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY
            COUNTERCLAIM OR CROSS-CLAIM THEREIN.

22.6        No Representations outside of this Agreement.

            The parties declare that, prior to the execution of this Agreement,
            they, with the advice of their respective counsel, apprised
            themselves of sufficient relevant data in order that they might
            intelligently exercise their own judgments in deciding whether to
            execute this Agreement and in deciding on the contents of this
            Agreement. Each party further declares that its decision to execute
            this Agreement is not predicated on or influenced by any
            declarations or representations by any other person, party, or any
            predecessors in interest, successors, assigns, officers, directors,
            employees, agents or attorneys of any said person or party, except
            as set forth in this Agreement. This Agreement resulted from
            negotiation involving counsel for all of the parties hereto and no
            term herein will be construed or interpreted against any party under
            the contra proferentum or any related doctrine.

22.7        Confidentiality

            [...***...]

*** Confidential Treatment Requested

AWE/USA - A350 - PA                                                          104

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

            [...***...]

            [...***...]

            [...***...]

22.8        Severability

            If any provision of this Agreement should for any reason be held to
            be without effect, the remainder of this Agreement will remain in
            full force and effect. To the extent permitted by applicable law,
            each party hereto hereby waives any provision of law, which renders
            any provision of this Agreement prohibited or unenforceable in any
            respect.

22.9        Alterations to Contract

            This Agreement, including its Exhibits and Appendices, contains the
            entire agreement between the parties with respect to the subject
            matter hereof and thereof and supersedes any previous understanding,
            commitments or representations whatsoever, whether oral or written
            including that certain MOU, AVSA No. 5343 between the Seller and the
            Buyers dated May 18, 2005. This Agreement will not be amended or
            modified except by an instrument in writing of even date herewith or
            subsequent hereto executed by both parties or by their fully
            authorized representatives.

22.10       Inconsistencies

            [...***...]

*** Confidential Treatment Requested

AWE/USA - A350 - PA                                                          105

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

22.11       Language

            All correspondence, documents and any other written matters in
            connection with this Agreement will be in English.

22.12       Headings

            All headings in this Agreement are for convenience of reference only
            and do not constitute a part of this Agreement.

22.13       Counterparts

            This 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.

AWE/USA - A350 - PA                                                          106

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

23.         CERTAIN REPRESENTATIONS OF THE PARTIES

23.1.       Buyers' Representations

            Each of the Buyers represents and warrants to the Seller:

            (i)   it is a corporation organized and existing in good standing
                  under the laws of the State of Delaware and has the corporate
                  power and authority to enter into and perform its obligations
                  under this Agreement;

            (ii)  neither the execution and delivery by it of this Agreement,
                  nor the consummation of any of the transactions by it
                  contemplated hereby, nor the performance by it of the
                  obligations hereunder, constitutes a breach of any agreement
                  to which it is a party or by which its assets are bound;

            (iii) this Agreement has been duly authorized, executed and
                  delivered by it and constitutes its legal, valid and binding
                  obligation, enforceable against it in accordance with its
                  terms.

23.2        Seller's Representations

            The Seller represents and warrants to each of the Buyers:

            (i)   the Seller is a societe a responsabilite limitee organized and
                  existing in good standing under the laws of the Republic of
                  France and has the corporate power and authority to enter into
                  and perform its obligations under this Agreement;

            (ii)  neither the execution and delivery by the Seller of this
                  Agreement, nor the consummation of any of the transactions by
                  the Seller contemplated hereby, nor the performance by the
                  Seller of the obligations hereunder, constitutes a breach of
                  any agreement to which the Seller is a party or by which its
                  assets are bound;

            (iii) this Agreement has been duly authorized, executed and
                  delivered by the Seller and constitutes the legal, valid and
                  binding obligation of the Seller enforceable against the
                  Seller in accordance with its terms.

AWE/USA - A350 - PA                                                          107

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

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

AVSA, S.A.R.L.

By: ___________________________

Title: ________________________


US AIRWAYS, INC.

By: ___________________________

Title: ________________________


AMERICA WEST AIRLINES, INC.

By: ___________________________

Title: ________________________


US AIRWAYS GROUP, INC.

By: ___________________________

Title: ________________________


AWE/USA - A350 - PA                                                          108

                          PRIVILEGED AND CONFIDENTIAL
<PAGE>
                                                                     EXHIBIT A-1

The A350-800 Standard Specification is contained in a separate folder.

BARBELL -A350 - PA Draft 1                                              Exh. A-1
DRAFT WITHOUT PREJUDICE                            PRIVILEGED AND CONFIDENTIAL
<PAGE>
                                                                     EXHIBIT A-2

The A350-900 Standard Specification is contained in a separate folder.

BARBELL -A350 - PA Draft 1                                              Exh. A-2
DRAFT WITHOUT PREJUDICE                            PRIVILEGED AND CONFIDENTIAL
<PAGE>

                                                                     EXHIBIT B-1

                      AVSA                        SCN No.
            SPECIFICATION CHANGE NOTICE           Issue
                     (SCN)                        Dated
                                                  Page No.

TITLE

DESCRIPTION

EFFECT ON WEIGHT
Manufacturer's Weight Empty Change:

Operational Weight Empty Change:

Allowable Payload Change:

REMARKS/REFERENCES
Response to RFC

SPECIFICATION CHANGED BY THIS SCN

THIS SCN REQUIRES PRIOR OR CONCURRENT ACCEPTANCE OF THE FOLLOWING SCN(s)

PRICE PER AIRCRAFT

US DOLLARS:

AT DELIVERY CONDITIONS:

This change will be effective on___________Aircraft No.___________and subsequent
provided approval is received by_____________________________.

BUYER APPROVAL                                     SELLER APPROVAL

By:                                                By:

Title: (Authorized Officer)             Date:

Date:

AWE/USA-A350                                                             Exh B-1
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                     EXHIBIT B-1

                      AVSA                        SCN No.
            SPECIFICATION CHANGE NOTICE           Issue
                     (SCN)                        Dated
                                                  Page No.

SCOPE OF CHANGE (FOR INFORMATION ONLY)

AWE/USA-A350                                                             Exh B-1
                           PRIVILEGED AND CONFIDENTIAL
<PAGE>

                                                                     EXHIBIT B-2

(AVSA LOGO)                     AIRLINE

MANUFACTURER'S SPECIFICATION    MSCN Number
       CHANGE NOTICE            Issue
                                Dated
           (MSCN)               Page          1 of 3
--------------------------------------------------------------------------------

    TITLE:

    DESCRIPTION

      EFFECT ON WEIGHT

                Manufacturer's Weight Empty Change :
                Operational Weight Empty Change    :
                Allowable Payload Change           :

    REMARKS / REFERENCES

    SPECIFICATION CHANGED BY THIS MSCN

================================================================================
PRICE PER AIRCRAFT

  US DOLLARS :

  AT DELIVERY CONDITIONS :.

  This change will be effective on      AIRCRAFT N(degrees)     and subsequent.

  Provided MSCN is not rejected by

  BUYER APPROVAL                          SELLER APPROVAL

  By   :                                  By  :

  Date :                                  Date :

AWE/USA -A350                                                            Exh B-2
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                     EXHIBIT B-2

(AVSA LOGO)                     AIRLINE

MANUFACTURER'S SPECIFICATION    MSCN Number
       CHANGE NOTICE            Issue
                                Dated
           (MSCN)               Page          2 of 3
--------------------------------------------------------------------------------

SPECIFICATION REPERCUSSION:

   After contractual agreement with respect to weight, performance, delivery,
   etc, the indicated part of the specification wording will read as follows:

AWE/USA -A350                                                            Exh B-2
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                     EXHIBIT B-2

(AVSA LOGO)                     AIRLINE

MANUFACTURER'S SPECIFICATION    MSCN Number
       CHANGE NOTICE            Issue
                                Dated
           (MSCN)               Page          3 of 3
--------------------------------------------------------------------------------

SCOPE OF CHANGE (FOR INFORMATION ONLY)

AWE/USA -A350                                                            Exh B-2
                           PRIVILEGED AND CONFIDENTIAL
<PAGE>
                                                                       EXHIBIT C

            ***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

                           SELLER SERVICE LIFE POLICY


[...***...]

                                                                        Exh. C-1

***Confidential Treatment Requested

AWE/USA-A350
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                       EXHIBIT D

                            CERTIFICATE OF ACCEPTANCE
                                FOR A350 AIRCRAFT

In accordance with the terms of that certain A350 Purchase Agreement dated as of
____________, between __________, ("Designated Buyer") and AVSA, S.A.R.L.
("AVSA") (the "Purchase Agreement"), the acceptance inspections relating to the
Airbus A350 aircraft, Manufacturer's Serial Number: _____, U.S. Registration
Number: ______ with two (2) General Electric GEnx series propulsion systems
installed thereon, serial nos. ______ (position #1) and _______ (position #2)
(the "A350 Aircraft"), have taken place at Toulouse, France on the ____ day of
_____________, ____.

In view of said inspections having been carried out with satisfactory results,
and with any remaining discrepancies note separately, [Designated Buyer] hereby
approves the A350 Aircraft as being in conformity with the provisions of the
Purchase Agreement.

This acceptance does not impair the rights of [buyers] that may be derived from
the warranties relating to the A350 Aircraft set forth in the Purchase
Agreement.

                                   RECEIPT AND ACCEPTANCE OF THE ABOVE-
                                   DESCRIBED A350 AIRCRAFT ACKNOWLEDGED

                                   [BUYERS]

                                   By: ___________________________

                                   Its: __________________________

                                                                          Exh. D
AWE/USA-A350
                           PRIVILEGED AND CONFIDENTIAL
<PAGE>

                                                                       EXHIBIT E

                                  BILL OF SALE
                              FOR A350-800 AIRCRAFT

Know all persons by these presents that AVSA, S.A.R.L. ("AVSA"), a societe a
responsabilite limitee organized and existing under the laws of the Republic of
France, whose address is 2 rond-point Maurice Bellonte, 31700 Blagnac, FRANCE,
is the owner of the full legal and beneficial title to the following airframe
(the "AIRFRAME"), the attached engines as specified (the "ENGINES") and all
appliances, components, parts, instruments, accessories, furnishings, modules
and other equipment of any nature, excluding buyer furnished equipment,
incorporated therein, installed thereon or attached thereto on the date hereof
(the "PARTS"):

MANUFACTURER OF AIRFRAME:                        MANUFACTURER OF ENGINES:

AIRBUS S.A.S                                     [GENERAL ELECTRIC]

MODEL:     A350-800                              MODEL:    GEnx

MANUFACTURER'S                                   SERIAL NUMBERS:
SERIAL NUMBER:       [     ]                     LH :      [     ]
REGISTRATION NO:     [     ]                     RH :      [     ]

The Airframe, Engines and Parts are hereafter together referred to as the
aircraft (the "A350 AIRCRAFT").

AVSA does this ___ day of _______________ sell, transfer and deliver all of its
above described rights, title and interest to the A350 Aircraft to the following
company forever, said A350 Aircraft to be the property thereof:

[BUYERS]

AVSA hereby warrants to the "Buyers" its successors and assigns that it has on
the date hereof good and lawful right to sell, deliver and transfer title to the
A350 Aircraft to the Buyers and that there is hereby conveyed to the Buyers on
the date hereof good, legal and valid title to the A350 Aircraft, free and clear
of all liens, claims, charges, encumbrances and rights of others, and that it
will warrant and defend such title forever against all claims and demands
whatsoever.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized representative this ______ day of [         ]

AVSA, S.A.R.L.
By:
Title:
Signature:
Location:

                                                                        Exh. E-1

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                       EXHIBIT E

                                  BILL OF SALE
                              FOR A350-900 AIRCRAFT

Know all persons by these presents that AVSA, S.A.R.L. ("AVSA"), a societe a
responsabilite limitee organized and existing under the laws of the Republic of
France, whose address is 2 rond-point Maurice Bellonte, 31700 Blagnac, FRANCE,
is the owner of the full legal and beneficial title to the following airframe
(the "AIRFRAME"), the attached engines as specified (the "ENGINES") and all
appliances, components, parts, instruments, accessories, furnishings, modules
and other equipment of any nature, excluding buyer furnished equipment,
incorporated therein, installed thereon or attached thereto on the date hereof
(the "PARTS"):

MANUFACTURER OF AIRFRAME:                        MANUFACTURER OF ENGINES:

AIRBUS S.A.S                                     [GENERAL ELECTRIC]

MODEL:     A350-900                              MODEL:    GEnx

MANUFACTURER'S                                   SERIAL NUMBERS:
SERIAL NUMBER:       [     ]                     LH :      [     ]
REGISTRATION NO:     [     ]                     RH :      [     ]

The Airframe, Engines and Parts are hereafter together referred to as the
aircraft (the "A350 AIRCRAFT").

AVSA does this ___ day of _______________ sell, transfer and deliver all of its
above described rights, title and interest to the A350 Aircraft to the following
company forever, said A350 Aircraft to be the property thereof:

[BUYERS]

AVSA hereby warrants to the "Buyers" its successors and assigns that it has on
the date hereof good and lawful right to sell, deliver and transfer title to the
A350 Aircraft to the Buyer and that there is hereby conveyed to the Buyers on
the date hereof good, legal and valid title to the A350 Aircraft, free and clear
of all liens, claims, charges, encumbrances and rights of others and that it
will warrant and defend such title forever against all claims and demands
whatsoever.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized representative this ______ day of [          ]

AVSA, S.A.R.L.
By:
Title:
Signature:
Location:

                                                                        Exh. E-2

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL
<PAGE>

                                                                       EXHIBIT F

                                    EXHIBIT F

                              TECHNICAL DATA INDEX

AWE/USA -A350                                                           Exh. F-1
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                       EXHIBIT F

                              TECHNICAL DATA INDEX

Where applicable, data will be established in general compliance with ATA
Specification 2200 (iSpec2200), Information Standards for Aviation Maintenance
(Revision 2003).

The following index identifies the Technical Data provided in support of the
Aircraft.

The explanation of the table is as follows:

NOMENCLATURE                              Self-explanatory.

ABBREVIATED DESIGNATION (Abbr)            Self-explanatory.

AVAILABILITY (Avail)

Technical Data can be available :

-     ON-LINE (ON) through the relevant Service on Airbus Customer Portal

      and / or

-     OFF-LINE (OFF) through the most suitable means applicable to the size of
      the concerned document (e.g CD or DVD).

FORMAT (Form)

Following formats can be used :

-     SGML - Standard Generalized Mark-up Language, which allows further data
      processing by the Buyer.

-     XML - Evolution of the SGML format to cope with WEB technology
      requirements.

-     PDF (Portable Document Format) -Adobe format allowing data consultation.

The Standard functions of PDF are as follows:

  -     Viewing: Page based presentation identical to paper and film,

  -     Functions like zooming, 'full page'/'fit screen' layouts are available,

AWE/USA -A350                                                           Exh. F-2
                           PRIVILEGED AND CONFIDENTIAL



<PAGE>

                                                                       EXHIBIT F

  -     Output: Copy/paste function and printing,

  -     Search functions: Bookmarks, and word search (full text search),

  -     Requires standard PC and Acrobat Reader.

-     Advanced Consultation Tool, which comes with the relevant consultation and
      navigation system.

-     Advanced Customization Tool - FOSP (Flight Operations Standard Package) is
      the advanced customization tool to be used by the Buyer to browse a
      manual, customize a manual in accordance with its own operational or
      regulatory requirements and/or publish a manual in OIS format.

TYPE     C    CUSTOMIZED. Refers to manuals that are applicable to an
              individual Airbus customer/operator fleet or aircraft.

         G    GENERIC. Refers to manuals that are applicable for all
              Airbus aircraft types/models/series.

         E    ENVELOPE. Refers to manuals that are applicable to a whole
              group of Airbus customers for a specific aircraft
              type/model/series.

QUANTITY (Qty)    Self-explanatory for physical media.

DELIVERY (Deliv)  Delivery refers to scheduled delivery dates and is expressed
                  in either the number of corresponding days prior to first
                  Aircraft Delivery, or nil (0) corresponding to the first
                  Delivery day.

                  The number of days indicated shall be rounded up to the next
                  regular revision release date.

AWE/USA -A350                                                           Exh. F-3
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

                                                                       EXHIBIT F
<TABLE>
<CAPTION>
              NOMENCLATURE                     ABBR  AVAIL      FORM      TYPE  QTY DELIV                    COMMENTS
----------------------------------------      ------ -----  ------------- ----  --- -----  -----------------------------------------
<S>                                           <C>    <C>    <C>           <C>   <C> <C>    <C>
  OPERATIONAL MANUALS AND DATA

Flight Crew Operating Manual /                FCOM   OFF      Advanced     C         180   Preliminary Customized FCOM reflecting
Quick Reference Leaflet (QRL)                               Customization                  the status of Aircraft as known to Airbus
                                                                Tool                       at thattime/a final customized version
                                                                                           will be made available through revision
                                                                                           service prior to Aircraft delivery.

                                              FCOM   ON        Advanced    C    N/A  90
                                                            Customization
                                                                Tool

                                              FCOM   ON         XML        C    N/A  90

                                              FCOM   OFF        XML        C     1   90

                                              QRL    OFF       Paper       C     *   90    * Two per Aircraft at Delivery + 20
                                                                                           copies per Aircraft

                                              QRL    ON         XML        C    N/A  90

                                              QRL    OFF        XML        C     1   90


Cabin Crew Operating Manual                   CCOM   OFF      Advanced     C         90
                                                            Customization
                                                                Tool

                                              CCOM   ON       Advanced     C    N/A  90
                                                            Customization
                                                                Tool

                                              CCOM   ON        XML         C    N/A  90

                                              CCOM   OFF       XML         C     1   90

Flight Manual / Configuration Deviation       FM/CDL OFF     (PDF*)        C          0    (*) plus one copy per Aircraft at
List                                                                                       Delivery under PDF or securised format,
                                                                                           as agreed with the Airworthiness
                                                                                           Authorities

                                              FM/CDL ON       Advanced     C    N/A   0
                                                            Customization
                                                                Tool

                                              FM/CDL ON         XML        C    N/A   0

                                              FM/CDL OFF        XML        C     1    0
</TABLE>

AWE/USA -A350                                                           Exh. F-4
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                       EXHIBIT F
<TABLE>
<CAPTION>
               NOMENCLATURE                    ABBR  AVAIL       FORM     TYPE  QTY DELIV                 COMMENTS
----------------------------------------      ------ -----  ------------- ----  --- -----  -----------------------------------------
<S>                                           <C>    <C>    <C>           <C>   <C> <C>    <C>
  OPERATIONAL MANUALS AND DATA  (CONT'D)

Master Minimum Equipment List                 MMEL   OFF       (PDF *)      C        0     (*) plus one copy per Aircraft at
                                                                                           Delivery under PDF or securised format,
                                                                                           as agreed with the Airworthiness
                                                                                           Authorities

                                              MMEL   OFF      Advanced      C       180
                                                            Customization
                                                                Tool

                                              MMEL   ON       Advanced      C   N/A 180
                                                            Customization
                                                                Tool

                                              MMEL   ON          XML        C   N/A 180

                                              MMEL   OFF         XML        C    1  180

Trim Sheet                                    TS     OFF       WordDoc      C        0     Office Automation format (.doc) for
                                                                                           further processing by the Buyer

                                              TS     ON        WordDoc      C   N/A  0

Weight and Balance Manual                     WBM    OFF       (PDF *)      C        0     (*) plus one copy per Aircraft at
                                                                                           Delivery under PDF or securised format,
                                                                                           as agreed with the Airworthiness
                                                                                           Authorities

                                              WBM    OFF      Advanced      C       90
                                                            Customization
                                                                Tool

                                              WBM    ON       Advanced      C   N/A 90
                                                            Customization
                                                                Tool

                                              WBM    ON          XML        C   N/A 90

                                              WBM    OFF         XML        C    1  90
</TABLE>

AWE/USA -A350                                                           Exh. F-5
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

                                                                       EXHIBIT F
<TABLE>
<CAPTION>
                 NOMENCLATURE                 ABBR   AVAIL     FORM       TYPE  QTY DELIV  COMMENTS
----------------------------------------      ------ -----  ------------- ----  --- -----  --------
<S>                                           <C>    <C>    <C>           <C>   <C> <C>    <C>
 OPERATIONAL MANUALS AND DATA (CONT'D)

Performance Engineer's Programs               PEP    OFF      Advanced     C         90
                                                            Consultation
                                                                Tool

                                              PEP     ON      Advanced     C    N/A  90
                                                            Consultation
                                                                Tool

Performance Programs Manual                   PPM    OFF      Advanced     C         90
                                                            Consultation
                                                                Tool

                                              PPM     ON      Advanced     C    N/A 90
                                                            Consultation
                                                               Tool
</TABLE>

AWE/USA -A350                                                           Exh. F-6
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

                                                                       EXHIBIT F
<TABLE>
<CAPTION>
              NOMENCLATURE                   ABBR    AVAIL    FORM        TYPE  QTY DELIV               COMMENTS
---------------------------------------- ----------- -----  ------------- ----  --- -----  -----------------------------------------
<S>                                      <C>         <C>    <C>           <C>   <C> <C>    <C>
  MAINTENANCE AND ASSOCIATED MANUALS

AirN@v MAINTENANCE, including :          AirN@v       ON      Advanced     C     N/A  90
Aircraft Maintenance Manual              Maintenance        Consultation
Illustrated Parts Catalog (Airframe)                             Tool
Illustrated Parts Catalog (Powerplant)
Trouble Shooting Manual                  AirN@v      OFF      Advanced     C      20  90   Recommended basic delivery quantity
Aircraft Schematics Manual               Maintenance        Consultation
Aircraft Wiring Lists                                         Tool on
Aircraft Wiring Manual                                          DVD
Electrical Standard Practices Manual
+ Associated Data >
Consumable Material List
Standards Manual

Aircraft Maintenance Manual              AMM          ON        SGML       C     N/A  90

                                         AMM         OFF        SGML       C          90   If selected by the Buyer, SGML format
                                                                                           will not be automatically supplied.
                                                                                           Effective delivery will only take place
                                                                                           upon explicit request from the Buyer

Aircraft Schematics Manual               ASM          ON        SGML       C     N/A  90

                                         ASM         OFF        SGML       C          90   See comments under AMM SGML

Aircraft Wiring Lists                    AWL          ON        SGML       C     N/A  90

                                         AWL         OFF        SGML       C          90   See comments under AMM SGML

Aircraft Wiring Manual                   AWM          ON        SGML       C     N/A  90

                                         AWM         OFF        SGML       C          90   See comments under AMM SGML

Consumable Material List                 CML          ON        SGML       G     N/A 180

                                         CML         OFF        SGML       G         180   See comments under AMM SGML
</TABLE>

AWE/USA -A350                                                           Exh. F-7
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                       EXHIBIT F
<TABLE>
<CAPTION>
            NOMENCLATURE                       ABBR  AVAIL      FORM      TYPE  QTY DELIV                 COMMENTS
----------------------------------------      ------ -----  ------------- ----  --- -----  -----------------------------------------
<S>                                           <C>    <C>    <C>           <C>   <C> <C>    <C>
 MAINTENANCE AND ASSOCIATED
   MANUALS (CONT'D)

AirN@v ENGINEERING, including                 EDCI*  ON       Advanced     C    N/A  90    AirN@v Engineering is an  "Engineering
Airworthiness Directives / AD                               Consultation                   Documentation Combined Index" providing
Consignes de Navigabilite / CN                                   Tool                      an access to some document indexes and
 (French DGAC)                                                                             contents and cross-references between
All Operator Telex / AOT                                                                   such documents
Operator Information Telex / OIT
Flight Operator Telex / FOT                   EDCI*  OFF      Advanced     C    20   90
Modification / MOD                                          Consultation
Modification Proposal / MP                                      Tool
Service Bulletin / SB
Service Information Letter / SIL
Technical Follow-Up / TFU
Vendor Service Bulletin / VSB

Electrical Load Analysis                      ELA    OFF      PDF/RTF/     C        +30    One ELA supplied for each Aircraft,
                                                                 XLS                       delivered one month after Aircraft
                                                                                           Delivery PDF File + Office automation
                                                                                           format RTF & Excel file delivered on one
                                                                                           single CD for ELA updating by the Buyer

Electrical Standard Practices Manual          ESPM   ON         SGML       G    N/A  90

                                              ESPM   OFF        SGML       G         90    See  comments under AMM SGML

                                              ESPM   ON          PDF       G    N/A  90

                                              ESPM   OFF        CD-P       G         90

Electrical Standard Practices booklet         ESP    OFF         P2*       G         90    *Refers to a two-side printed document

Illustrated Parts Catalog (Airframe)          IPC    ON         SGML       C    N/A  90

                                              IPC    OFF        SGML       C         90    See comments under AMM SGML

Illustrated Parts Catalog  (Powerplant)       PIPC   ON         SGML       C    N/A  90

                                              PIPC   OFF        SGML       C         90    See comments under AMM SGML
</TABLE>

AWE/USA -A350                                                           Exh. F-8
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                       EXHIBIT F
<TABLE>
<CAPTION>
             NOMENCLATURE                   ABBR     AVAIL       FORM           QTY DELIV               COMMENTS
---------------------------------------- ----------- -----  -------------       --- -----  --------------------------------------
<S>                                      <C>         <C>    <C>            <C>  <C> <C>    <C>
  MAINTENANCE AND ASSOCIATED
   MANUALS (CONT'D)

AirN@v PLANNING, including:              AirN@v       ON      Advanced     E    N/A   90*  With first AMM issue
Maintenance Planning Document            Planning           Consultation                   Upon Customer's request, the MPD may
                                                               Tool                        be supplied

                                         AirN@v      OFF      Advanced     E    20    90*
                                         Planning           Consultation
                                                            Tool on DVD

Maintenance Planning Document            MPD          ON        SGML       E    N/A  360

                                         MPD         OFF        SGML       E         360   See comments under AMM SGML

                                         MPD         OFF        PDF        E     *   360   * Supplied upon Buyer's request only
                                                                                           Contains PDF , Excel  File and TSDF /
                                                                                           Task Structured Data File for further
                                                                                           processing

Maintenance Review Board Report          MRBR         ON        PDF        E    N/A  360   MRB Report ocument includes the
                                                                                           Certification Maintenance Requirements
                                                                                           (CMR) and Airworthiness Limitation
                                                                                           Items (ALI) documents.

                                         MRBR        OFF        CD-P       E         360

Support Equipment Summary                SES          ON        PDF        G    N/A  360

                                         SES         OFF*       CD-P       G         360   * Contained on one single CD with TEI/
                                                                                            TEM

Tool and Equipment Drawings              TED          ON      Advanced     E    N/A  360   On-line Consultation from Engineering
                                                            Consultation                   Drawings Service
                                                                Tool

Tool and Equipment Index                 TEI          ON        PDF        E    N/A  360

                                         TEI         OFF*       CD-P       E         360   *Contained on one single CD with TEM
                                                                                            & SES

Illustrated Tool and Equipment Manual    TEM          ON        PDF        E    N/A  360

                                         TEM         OFF*       CD-P       E         360   * Contained on one single CD with TEI
                                                                                            & SES

Trouble Shooting Manual                  TSM          ON        SGML       C    N/A   90

                                         TSM         OFF        SGML       C          90   See comments under AMM SGML
</TABLE>

AWE/USA -A350                                                           Exh. F-9
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

                                                                       EXHIBIT F
<TABLE>
<CAPTION>
            NOMENCLATURE                  ABBR       AVAIL     FORM       TYPE  QTY DELIV               COMMENTS
---------------------------------------- -------     -----  ----------    ----  --- -----  --------------------------------------
<S>                                      <C>         <C>    <C>           <C>   <C> <C>    <C>
  STRUCTURAL MANUALS

AirN@v REPAIR , including :              AirN@v       ON     Advance       E    N/A  90.
Structural Repair Manual                 Repair             Consultati
Nacelle Structural Repair Manual                             on Tool
 ( integrated in Airbus SRM )
Non Destructive Testing Manual           AirN@v      OFF      Advance      E    20*  90.
+ Associated Data >                      Repair              Consultati
Consumable Material List                                      on Tool
Standards Manual                                               On DVD                      *Recommended basic delivery quantity

Structural Repair Manual                 SRM          ON       SGML        E    N/A   90

                                         SRM         OFF       SGML        E          90   If selected by the Buyer, SGML format
                                                                                           will not be automatically supplied.
                                                                                           Effective delivery will only take place
                                                                                           upon explicit request from the Buyer

Nacelle Structural Repair Manual         NSRM         ON       SGML        E    N/A   90
(integrated in Airbus SRM)

                                         NSRM        OFF       SGML        E          90   See comments under SRM SGML

Nondestructive Testing Manual            NTM          ON       SGML        E    N/A   90

                                         NTM         OFF       SGML        E          90   See comments under SRM SGML
</TABLE>

AWE/USA -A350                                                          Exh. F-10
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

                                                                       EXHIBIT F
<TABLE>
<CAPTION>
          NOMENCLATURE                    ABBR       AVAIL      FORM      TYPE  QTY DELIV               COMMENTS
---------------------------------------- ------      -----  ------------- ----  --- -----  -----------------------------------------
<S>                                      <C>         <C>    <C>           <C>   <C> <C>    <C>
   OVERHAUL DATA

AirN@v SHOP , including :                AirN@v       ON      Advance      E    N/A  90
Component Maintenance Manual -            Shop              Consultation
 Manufacturer                                                  Tool
Duct Repair Manual
+ Associated Data >                      AirN@v      OFF      Advance      E    20
Consumable Material List                  Shop              Consultation
Standards Manual                                               Tool
                                                              On DVD

Component Maintenance Manual -           CMMM         ON        PDF        E    N/A  90
Manufacturer                                                                               Supplied upon Buyer's request

                                         CMMM        OFF       CD-P        E         90

Component Maintenance Manual -           CMMM         ON       SGML        E    N/A  90
Manufacturer

                                         CMMM        OFF       SGML        E         90    If selected by the Buyer, SGML format
                                                                                           will not be automatically supplied.
                                                                                           Effective delivery will only take place
                                                                                           upon explicit request from the Buyer

Duct Repair Manual                       DRM          ON        PDF        E    N/A  90
                                                                                           Supplied upon Buyer's request

                                         DRM         OFF       CD-P        E         90

Duct Repair Manual                       DRM          ON       SGML        E    N/A  90

                                         DRM         OFF       SGML        E         90    If selected by the Buyer, SGML format
                                                                                           will not be automatically supplied.
                                                                                           Effective delivery will only take place
                                                                                           upon explicit request from the Buyer

Fuel Pipe Repair Manual                  FPRM         ON        PDF        G    N/A  90

                                         FPRM        OFF       CD-P        G         90

Component Documentation Status           CDS          ON      Advanced     C    N/A  90    Revised until 180 days after Aircraft
                                                            Consultation                     Delivery
                                                               Tool

                                         CDS         OFF     Advanced      C         90
                                                            Consultation
                                                                Tool
</TABLE>

AWE/USA -A350                                                          Exh. F-11
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

                                                                       EXHIBIT F


<TABLE>
<CAPTION>
             NOMENCLATURE                      ABBR  AVAIL   FORM         TYPE  QTY DELIV                    COMMENTS
----------------------------------------       ----- -----   ----         ----  --- -----  ----------------------------------------
<S>                                            <C>   <C>     <C>          <C>   <C> <C>    <C>
   OVERHAUL DATA CONT'D

Component Evolution List                       CEL    ON     PDF           G    N/A   -    Available on-line through Airbus Portal

                                               CEL   OFF     CD-P          G          -
</TABLE>

AWE/USA -A350                                                          Exh. F-12
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

                                                                       EXHIBIT F
<TABLE>
<CAPTION>
             NOMENCLATURE                 ABBR       AVAIL     FORM       TYPE  QTY DELIV                COMMENTS
----------------------------------------  ----       -----  ------------- ----  --- -----  --------------------------------
<S>                                       <C>        <C>    <C>           <C>   <C> <C>    <C>
  ENGINEERING DOCUMENTS

Installation and Assembly Drawings        IAD         ON     Advanced       C   N/A   0    On-line Consultation from
(mechanical)                                                Consultation                   Engineering Drawings Service
                                                               Tool

Parts Usage (Effectivity)                 PU          ON      Advanced      C   N/A   0    On-line Consultation from
                                                            Consultation                   Engineering Drawings Service
                                                               Tool

Parts List                                PL          ON      Advanced      C   N/A   0    On-line Consultation from
                                                            Consultation                   Engineering Drawings Service
                                                               Tool

Standards Manual                          SM          ON       SGML         E   N/A  90

                                          SM         OFF       SGML         E        90    If selected by the Buyer, SGML
                                                                                           format will not be automatically
                                                                                           supplied. Effective delivery will
                                                                                           only take place upon explicit
                                                                                           request from the Buyer

Process and Material Specification        PMS         ON      PDF          G    N/A   0

                                          PMS        OFF      CD-P         G          0
</TABLE>

AWE/USA -A350                                                          Exh. F-13
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                       EXHIBIT F

<TABLE>
<CAPTION>
              NOMENCLATURE                 ABBR      AVAIL      FORM      TYPE  QTY DELIV                  COMMENTS
---------------------------------------- --------    -----  ------------- ----  --- -----  -----------------------------------------
<S>                                      <C>         <C>    <C>           <C>   <C> <C>    <C>
MISCELLANEOUS PUBLICATIONS

Aircraft Characteristics for Airport     AC/MFP        ON       PDF         E   N/A 360
and Maintenance Facility Planning

ATA Index                                ATI           ON       PDF         E   N/A 360

CADETS (Technical Publications           CADETS        OFF    Advanced      G    20 360
Training)                                                   Consultation
                                                                Tool

Aircraft Recovery Manual                 ARM           ON       PDF         E   N/A  90

                                         ARM           OFF      CD-P        E        90

Aircraft Rescue & Firefighting Chart     ARFC          ON       PDF         E       180

                                         ARFC          OFF      P1*         E   N/A 180    *Refers to a one-side printed document

Cargo Loading System Manual              CLS           ON       PDF         E   N/A 180

List of Applicable Publications          LAP           ON       PDF         C   N/A  90

List of Radioactive and Hazardous
 Elements                                LRE           ON       PDF         G   N/A  90

                                         LRE           OFF      CD-P        G        90

Livestock Transportation Manual          LTM           ON     Advanced      E   N/A  90
                                                            Consultation                   Includes a Livestock Transportation and
                                                                Tool                       Calculation Tool

                                         LTM           OFF    Advanced      E        90
                                                            Consultation
                                                                Tool

Service Bulletins                        SB            ON     Advanced      C   N/A  0
                                                              Cons.Tool

                                         SB            ON       SGML        C   N/A  0

                                         SB            OFF      SGML        C        0

                                         SB            ON       PDF         C   N/A  0

                                         SB            OFF      CD-P        C        0
</TABLE>

AWE/USA -A350                                                          Exh. F-14
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

                                                                       EXHIBIT F
<TABLE>
<CAPTION>
                NOMENCLATURE             ABBR        AVAIL     FORM       TYPE  QTY DELIV            COMMENTS
---------------------------------------- ----        -----  ------------- ----  --- -----  -------------------------------
<S>                                      <C>         <C>    <C>           <C>   <C> <C>    <C>
   MISCELLANEOUS PUBLICATIONS

Supplier Product Support Agreements 2000 SPSA         ON        PDF        G    N/A  360   Based on General Conditions of
                                                                                           Purchase (GCP) 2000 Issue 5

                                         SPSA        OFF        CD-P       G         360

Transportability Manual                  TM           ON        PDF        G    N/A  180

                                         TM          OFF        CD-P       G         180

Vendor Information Manual                VIM          ON      Advanced     G    N/A  360
                                                            Consultation
                                                                Tool

                                         VIM         OFF      Advanced     G         360
                                                            Consultation
                                                                Tool

                                         VIM/GSE      ON      Advanced     G    N/A  360
                                                            Consultation
                                                                Tool
</TABLE>

AWE/USA -A350                                                          Exh. F-15
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>
                                                                       EXHIBIT G

            *** 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

                          SELLER PRICE REVISION FORMULA

1     BASE PRICE

      The Base Price of the A350-800 Aircraft is quoted in Clause 3.1.1 and of
      the A350-900 Aircraft in clause 3.1.2 of the Agreement. Each Base Price is
      subject to adjustment for changes in economic conditions as measured by
      data obtained from the US Department of Labor, Bureau of Labor Statistics,
      and in accordance with the provisions hereof.

2     BASE PERIOD

      The Base Price of the Aircraft has been established in accordance with the
      average economic conditions prevailing in December 2003, January 2004,
      February 2004 and corresponding to a theoretical delivery in January 2005
      as defined by [...***...] and [...***...] index values indicated
      hereafter.

      [...***...] and [...***...] index values indicated herein will not be
      subject to any revision.

3     INDEXES

      Labor Index: [...***...]

      Material Index: [...***...]


***Confidential Treatment Requested

AWE/USA-A350                                                             Exh G-1

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                       EXHIBIT G

4     REVISION FORMULA

      [...***...]

5     GENERAL PROVISIONS

5.1   Roundings

      The [...***...] average and the [...***...] average will be computed to
      the first decimal. If the next succeeding place is five (5) or more, the
      preceding decimal place shall be raised to the next higher figure.

      Each quotient shall be rounded to the nearest ten-thousandth (4 decimals).
      If the next succeeding place is five (5) or more, the preceding decimal
      place shall be raised to the next higher figure.

***Confidential Treatment Requested

AWE/USA-A350                                                             Exh G-2

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                                                       EXHIBIT G

      The final factor will be rounded to the nearest ten-thousandth
      (4 decimals).

      The final price will be rounded to the nearest whole number (0.5 or more
      rounded to 1).

5.2   Substitution of Indexes for Aircraft Price Revision Formula

      If;

      (i)   the United States Department of Labor substantially revises the
            methodology of calculation of the labor index [...***...] or
            material index [...***...] as used in this Exhibit G, or

      (ii)  the United States Department of Labor discontinues, either
            temporarily or permanently, such labor index [...***...] or
            material index [...***...] index, or

      (iii) the data samples used to calculate such labor index [...***...] or
            material index [...***...] are substantially changed;

      the Seller will select a substitute index for inclusion in the Seller
      Price Revision Formula (the "Substitute Index").

      The Substitute Index will reflect as closely as possible the actual
      variance of the labor costs or of the material costs used in the
      calculation of the original labor index [...***...] or material index
      [...***...] as the case may be.

      As a result of the selection of the Substitute Index, the Seller will make
      an appropriate adjustment to the Seller Price Revision Formula to combine
      the successive utilization of the original labor index [...***...] or
      material index [...***...] (as the case may be) and of the Substitute
      Index.

5.3   Final Index Values

      The Index values as defined in Paragraph 4 above will be considered final
      and no further adjustment to the basic prices as revised at delivery of
      the applicable Aircraft will be made after delivery of the applicable
      Aircraft for any subsequent changes in the published index values.


***Confidential Treatment Requested


AWE/USA-A350                                                             Exh G-3

                          PRIVILEGED AND CONFIDENTIAL
<PAGE>
                                                                      EXHIBIT H

              TERMS AND CONDITIONS FOR LICENSE FOR USE OF SOFTWARE

These Terms and Conditions for License for Use of Software (the "LICENSE
CONDITIONS") will govern the license granted by AIRBUS NORTH AMERICA CUSTOMER
SERVICES, INC. a Delaware incorporated company whose registered office is at 198
Van Buren Street, Suite 300, Herndon, VA 20170 ("ANACS" or "LICENSOR") to, a [ ]
corporation whose principal office is located at [_______________________] (the
"LICENSEE") under a separate Software License and Product Supply Agreement (the
"SLPA").

WHEREAS ANACS is engaged in the business of supplying products and services to
North American and South American owners and operators of aircraft manufactured
by Airbus and the designees of such owners and operators, and

WHEREAS Airbus has developed and owns certain software and ANACS was granted a
license to use such Software and to sublicense the same, under the License
Conditions, to qualified entities who have entered into a SLPA with ANACS, and

WHEREAS, the Licensee has entered, or intends to enter into a SLPA and is
willing to accept the License Conditions,

NOW THEREFORE IT IS AGREED AS FOLLOWS:

[...***...]

*** Confidential Treatment Requested

AWE/USA -A350                                                          Exh H - 1

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>


            ***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

                             LETTER AGREEMENT NO. 1

                                                        As of September 27, 2005

US Airways Group, Inc.
US Airways, Inc.
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, AZ 85034

Re: SPARE PARTS PROCUREMENT

Ladies and Gentlemen,

US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc. (the
"Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A350
Purchase Agreement dated as of the date hereof (the "Agreement"), which covers,
among other things, the sale by the Seller and the purchase by the Buyers of
certain Aircraft, under the terms and conditions set forth in said Agreement.
The Buyers and the Seller have agreed to set forth in this Letter Agreement No.
1 (the "Letter Agreement") certain additional terms and conditions regarding the
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.
Technical and trade terms used but not defined herein or in the Agreement will
be defined as generally accepted in the airline and/or aircraft manufacturing
industries. The terms "herein," "hereof" and "hereunder" and words of similar
import refer to this Letter Agreement.

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

                                                                           LA1-1

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                    CONTENTS

PARAGRAPHS

1  -  GENERAL

2  -  INITIAL PROVISIONING

3  -  STORES

4  -  DELIVERY

5  -  PRICE

6  -  PAYMENT PROCEDURES AND CONDITIONS

7  -  TITLE

8  -  PACKAGING

9  -  DATA RETRIEVAL

10 -  BUY-BACK

11 -  WARRANTIES

12 -  LEASING

[...***...]

14 -  TERMINATION

15 -  ASSIGNMENT

16 -  COUNTERPARTS

                                                                           LA1-2
***Confidential Treatment Requested


AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

1. GENERAL

1.1   Material

      This Letter Agreement covers the terms and conditions for the services
      offered by the Seller to the Buyers in respect of the Aircraft spare parts
      and other equipment ("Material Support") listed below in Paragraphs 1.1(a)
      through 1.1(f) ("Material") and is intended by the parties to be and will
      constitute an agreement of sale of all Material furnished to the Buyers by
      the Seller pursuant hereto, except as to Material leased to the Buyers
      pursuant to Paragraph 12 of this Letter Agreement.

      The Material will comprise:

      (a)   Seller Parts (defined as industrial proprietary components,
            equipment, accessories or parts of the Manufacturer manufactured to
            the detailed design of the Manufacturer or a subcontractor of it and
            bearing official part numbers of the Manufacturer or material for
            which the Seller has exclusive sales rights in the United States).

      (b)   Supplier Parts classified as Repairable Line Maintenance Parts in
            accordance with SPEC 2000.

      (c)   Supplier Parts classified as Expendable Line Maintenance Parts in
            accordance with SPEC 2000.

      (d)   Ground Support Equipment (GSE) and Specific (To-Type) tools.

      (e)   Hardware and standard material.

      (f)   Consumables and raw material as a package.

      It is expressly understood that Seller Parts will not include parts
      manufactured pursuant to a parts manufacturing authority.

      Material covered under Paragraphs 1.1(e) and 1.1(f) is available only as a
      package when supplied as part of the Initial Provisioning defined in
      Paragraph 1.2.1(a).

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1.2   Scope of Material Support

1.2.1 The Material Support to be provided by the Seller hereunder covers the
      following:

      (a)   all Material purchased by the Buyers from the Seller during the
            Initial Provisioning Period (defined below in Paragraph 2) (the
            "Initial Provisioning") and all items in Paragraphs 1.1(a) through
            1.1(d) for purchases additional to the Initial Provisioning, and

      (b)   the Seller's leasing of Seller Parts to the Buyers for the Buyers'
            use on its Aircraft in commercial air transport service as set forth
            in Paragraph 12 of this Letter Agreement.

1.2.2 Propulsion Systems, including associated parts and spare parts therefore,
      are not covered under this Letter Agreement and will be subject to direct
      negotiations between the Buyers and the Propulsion Systems
      manufacturer(s). [...***...]

1.2.3 During a period commencing on the date hereof and continuing as long as at
      least five (5) aircraft of the type of the Aircraft are operated in
      commercial air transport service of which, at least one (1) is operated by
      the Buyers (the "Term"), the Seller will maintain or cause to be
      maintained such stock of Seller Parts as the Seller deems reasonable and
      will furnish at reasonable prices Seller Parts adequate to meet the
      Buyers' needs for maintenance of the Aircraft. Such Seller Parts will be
      sold and delivered in accordance with Paragraphs 4 and 5 of this Letter
      Agreement, upon receipt of the Buyers' orders.

      The Seller will use its reasonable efforts to obtain a similar service
      from all Suppliers of parts that are originally installed on the Aircraft
      and not manufactured by the Seller.

1.3   Purchase Source of Material

      The Buyers agree to purchase from the Seller's designee, ANACS, the Seller
      Parts required for the Buyers' own needs during the Term, provided that
      this Paragraph 1.3 will not in any way prevent the Buyers from resorting
      to the stocks of Seller Parts of other operators using A350 aircraft or
      from purchasing items equivalent to Seller Parts from said operators or
      from distributors, on the condition that said Seller Parts


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      have been designed and manufactured by, or obtained from the Seller, and,
      provided further that this Paragraph 1.3 will not prevent the Buyers from
      exercising its rights under Paragraph 1.4 of this Letter Agreement.

1.4   Manufacture of Material by the Buyer

1.4.1 The provisions of Paragraph 1.3 of this Letter Agreement notwithstanding,
      the Buyers may manufacture or have manufactured Seller Parts for its own
      use or may purchase for its own use Seller Parts from any source other
      than those listed in Paragraph 1.3.1 in the following cases:

      (a)   after expiration of the Term, provided that at such time the Seller
            is out of stock of a required Seller Part;

      (b)   at any time, to the extent Seller Parts are needed to effect AOG
            repairs on any Aircraft and are not available from the Seller within
            a lead time shorter than or equal to the time in which the Buyers
            can procure said Seller Parts from another source, provided the
            Buyers will sell or lease such Seller Parts only if they are
            assembled in an Aircraft that is sold or leased;

      (c)   at any time, if the Seller fails to fulfill its obligations with
            respect to any Seller Parts pursuant to Paragraph 1.2 above within a
            reasonable period after written notice thereof from the Buyers; and

      (d)   at any time, if with respect to certain Seller Parts, the Seller has
            granted, under the Illustrated Parts Catalog supplied in accordance
            with this Letter Agreement, the right of local manufacture of Seller
            Parts.

1.4.2 The Buyers may manufacture the Seller's proprietary tooling from drawings
      and other data supplied by the Seller or the manufacturer.

1.4.3 The rights granted to the Buyers in Paragraph 1.4.1 will not in any way be
      construed as a license, nor will they in any way obligate the Buyers to
      pay any license fee, royalty or obligation whatsoever, nor will they in
      any way be construed to affect the rights of third parties.

1.4.4 The Seller will provide the Buyers with all technical data reasonably
      necessary to manufacture Seller Parts and the Seller's proprietary
      tooling, in the event the Buyers are entitled to do so pursuant to
      Paragraphs 1.4.1 and 1.4.2. The proprietary rights to such technical data
      will be subject to the terms of Clause 14.12 of the Agreement.

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2.    INITIAL PROVISIONING

      The period up to and including the [...***...] day after delivery of
      the last Aircraft will hereinafter be referred to as the Initial
      Provisioning Period.

2.1   Seller-Supplied Data

      The Seller will prepare and supply to the Buyers the following data:

2.1.1 Initial Provisioning Data - Seller

      The Seller will provide to the Buyers initial provisioning data provided
      for in Chapter 1 of ATA 2000 ("Initial Provisioning Data") in a form,
      format and within a time period to be mutually agreed upon.

      A free of charge revision service will be effected every ninety (90) days,
      up to the end of the Initial Provisioning Period.

      The Seller will ensure that Initial Provisioning Data is released to the
      Buyers in time to allow the necessary evaluation time by the Buyers and
      the on-time delivery of ordered Material.

2.1.2 Supplementary Data

      The Seller will provide the Buyers with Local Manufacture Tables (X-File),
      as part of the Illustrated Parts Catalog (Additional Cross-Reference
      Tables), which will be a part of the Initial Provisioning Data package.

2.1.3 Data for Standard Hardware

      The Initial Provisioning Data provided to the Buyers shall include data
      for hardware and standard material.

2.2   Supplier-Supplied Data

2.2.1 General

      Suppliers will prepare and issue CMM parts and IPL parts (T-files) in the
      English language for those Supplier components for which the Buyers has
      elected to receive data and the Seller will make reasonable efforts to
      ensure that the Suppliers take such actions.

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      Said data (initial issue and revisions) will be transmitted to the Buyers
      through the Suppliers and/or the Seller. The Seller will [...***...] not
      be responsible for the substance of such data [...***...]

      The Seller will exert its reasonable efforts to supply Initial
      Provisioning Data to the Buyers in time to allow the necessary evaluations
      by the Buyers and on-time deliveries.

2.2.2 Initial Provisioning Data - Supplier

      Initial Provisioning Data for Supplier products provided for in Chapter 1
      of ATA 2000 will be furnished as mutually agreed upon during a
      Preprovisioning Meeting (defined below), with free of charge revision
      service assured up to the end of the Initial Provisioning Period, or until
      it reflects the configuration of the delivered Aircraft.

2.3   Preprovisioning Meeting

2.3.1 The Seller will organize a meeting (i) at the Manufacturer's spares center
      in Hamburg, Germany ("MSC"), (ii) at ANACS or (iii) at a place to be
      mutually agreed, in order to formulate an acceptable schedule and working
      procedure to accomplish the Initial Provisioning of Material (the
      "Preprovisioning Meeting").

2.3.2 The date of the Preprovisioning Meeting will be mutually agreed upon, but
      it will take place no earlier than three (3) months after the Agreement
      will have taken effect and no later than eighteen (18) months before
      delivery of the Buyers' first Aircraft.

2.4   Initial Provisioning Training

      The Seller will furnish, at the Buyers' request and at no charge to the
      Buyers, training courses related to the Seller's provisioning documents,
      purchase order administration and handling at MSC or at a mutually agreed
      location. The areas covered in these training courses are (i)
      familiarization of the Buyers with the provisioning; (ii)


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      explanation of the technical function as well as the necessary technical
      and commercial Initial Provisioning Data; and (iii) familiarization with
      the Seller's purchase order administration system.

2.5   Initial Provisioning Conference

      The Seller will organize an Initial Provisioning conference at MSC, ANACS
      or a location to be mutually agreed upon that will include participation
      of major Suppliers, as agreed upon during the Pre-provisioning Meeting
      (the "Initial Provisioning Conference").

      Such Initial Provisioning Conference will take place no earlier than eight
      (8) weeks after Buyer Furnished Equipment (BFE) selection or Customer
      Definition Freeze (CDF), whichever last occurs.

2.6   Initial Provisioning Data Compliance

2.6.1 Initial Provisioning Data generated by the Seller and supplied to the
      Buyers will comply with the latest configuration of the Aircraft to which
      such data relate, as known three (3) months before the data are issued.
      Said data will enable the Buyers to order Material conforming to its
      Aircraft as required for maintenance and overhaul.

      This provision will not cover Buyers modifications unknown to the Seller,
      or modifications not agreed to or designed by the Seller.

2.7   Delivery of Initial Provisioning Material

2.7.1 During the Initial Provisioning Period, Material will conform with the
      latest configuration standard of the affected Aircraft and with the
      Initial Provisioning Data transmitted by the Seller. The Seller, in
      addition, will use its reasonable efforts to cause Suppliers to provide a
      similar service for their items. Should the Seller default in this
      obligation, it will immediately replace such Seller parts and/or authorize
      return shipment at no transportation cost to the Buyers. The Buyers will
      make reasonable efforts to minimize such cost.

2.7.2 The Seller will use its reasonable efforts to deliver Initial Provisioning
      Material in Paragraph 1.1(a) of this Letter Agreement against the Buyers'
      orders from the Seller and according to the following schedule, provided
      the orders are received by the Seller in accordance with published
      leadtime.

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      Initial Provisioning Material will be delivered as provided below:

      (a)   At least fifty percent (50%) of the ordered quantity of each Line
            Replacement or Line Maintenance item three (3) months before
            delivery of the first Aircraft of each block of Aircraft for which
            the Buyers have placed Initial Provisioning orders for Material
            defined above in Paragraph 1.1(a).

      (b)   At least seventy-five percent (75%) of the ordered quantity of each
            Line Replacement or Line Maintenance item: one (1) month (for items
            identified as line station items, two (2) months) before delivery of
            the first Aircraft of each block of Aircraft for which the Buyers
            have placed Initial Provisioning orders for Material defined above
            in Paragraph 1.1(a).

      (c)   Fifty percent (50%) of the ordered quantity of each item except as
            specified in Paragraphs 2.7.1 (a) and 2.7.1 (b) above: at delivery
            of the first Aircraft of each block of Aircraft for which the Buyers
            have placed Initial Provisioning orders for Material defined above
            in Paragraph 1.1(a).

      (d)   One hundred percent (100%) of the ordered quantity of each item,
            including line station items: three (3) months after delivery of the
            first Aircraft of each block of Aircraft for which the Buyers have
            placed Initial Provisioning orders for Material, as defined above in
            Paragraph 1.1(a). If said one hundred percent (100%) cannot be
            accomplished, the Seller will endeavor to have such items available
            at its facilities for immediate supply, in case of an AOG.

      The size of each block of Aircraft referred to in the schedule above will
      be defined at the Pre-Provisioning Conference and the Material will be
      delivered in sequence.

2.7.3 [...***...]


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2.7.4 The Buyers may cancel or modify Initial Provisioning orders placed with
      the Seller with no cancellation charge as follows:

      (a)   "Long Lead-Time Material" (lead time exceeding [...***...], not
            later than [...***...] before scheduled delivery of said Material.

      (b)   Normal lead time Material, not later than [...***...] before
            scheduled delivery of said Material, provided however, that for
            Material that has a lead time of [...***...] or less, the published
            lead time for the Buyers' right to cancel or modify orders will be
            equal to the published lead time for such Material plus [...***...].

      (c)   Buyers-specific Material and Material described in Paragraphs 1.1(b)
            through 1.1(f), not later than the quoted lead time before scheduled
            delivery of said Material.

2.7.5 Should the Buyers cancel or modify any orders for Material outside the
      time limits defined above in Paragraph 2.7.4, the Seller will have no
      liability for the cancellation or modification, and the Buyers will
      reimburse the Seller for any direct cost incurred in connection therewith.

2.7.6 Except as otherwise set forth herein, all transportation costs for the
      return of Material under this Paragraph 2, including any insurance and
      customs duties applicable or other related expenditures, will be borne by
      the Buyers.

3.    STORES

3.1   ANACS Spares Center

      The Seller has established and will maintain or cause to be maintained, as
      long as at least five (5) aircraft of the type of the Aircraft are
      operated by [...***...] airlines in commercial air transport service of
      which at least one (1) is operated by the Buyers (the "US Term"), a US
      store located near Dulles International Airport, Washington, DC, known as
      the ANACS Spares Center - Washington ("ANACS Spares Center"). The ANACS
      Spares Center will be operated twenty-four (24) hours/day, seven (7)
      days/week, all year for the handling of AOG and critical orders for Seller
      Parts. [...***...]

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      [...***...]

3.2   Material Support Center, Germany

      The Manufacturer has established and will maintain or cause to be
      maintained during the Term a store of Seller Parts at MSC. MSC will be
      operated twenty-four (24) hours per day, seven (7) days per week, twelve
      months a year.

3.3   Other Points of Shipment

      The Seller reserves the right to effect deliveries from distribution
      centers other than the ANACS Spares Center or MSC and from any of the
      production facilities of the Associated Contractors.

4.    DELIVERY

4.1   General

      The Buyers' purchase orders will be administered in accordance with ATA
      Specification 2000.

      The provisions of Paragraph 4.2 of this Letter Agreement do not apply to
      Initial Provisioning Data or Material as described in Paragraph 2 of this
      Letter Agreement.

4.2   Lead Times

4.2.1 In general, the lead times are (and, unless otherwise agreed, will at all
      times be) in accordance with the definition in the "World Airline and
      Suppliers Guide" (latest edition).

4.2.2 Material will be dispatched within the lead times quoted in the published
      Seller's price catalog for Material described in Paragraph 1.1(a), and
      within the Supplier's or supplier's lead time augmented by the Seller's
      own order and delivery processing time (such in-house processing time not
      to exceed fifteen (15) days) for Material described in Paragraphs 1.1(b)
      through 1.1(d). The Seller will endeavor to improve its lead times and
      neither the Seller, the Manufacturer nor any of their Affiliates will
      discriminate against the Buyers in delivery processing time.

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4.2.3 Expedite Service

      The Seller operates a twenty-four (24) hour-a-day, seven (7) day-a-week
      expedite service to supply the relevant Seller Parts available in the
      Seller's stock, workshops and assembly line, including high-cost/long-
      lead-time items, to the international airport nearest the location of such
      items (the "Expedite Service").

      The Expedite Service is operated in accordance with the "World Airlines
      and Suppliers Guide." Accordingly, the Seller will notify the Buyer of the
      action taken to effect the Expedite Service as follows:

      (a)   four (4) hours after receipt of an AOG order,

      (b)   twenty-four (24) hours after receipt of a critical order (imminent
            AOG or work stoppage),

      (c)   five (5) days after receipt of an expedite order from the Buyers
            (nil stock at the Buyers' for no-go items).

      The Seller and its subcontractors will deliver Seller Parts requested on
      expedite basis against normal orders previously placed by the Buyers or
      upon requests by telephone or facsimile by the Buyers' representatives,
      such requests to be confirmed by the Buyers' subsequent order for such
      Seller Parts within a reasonable time.

4.3   Delivery Status

      The Seller agrees to report to the Buyers the status of supplies against
      orders on a monthly basis or on a mutually agreed timeframe.

4.4   Excusable Delay

      Clause 10.1 of the Agreement will apply to the Material support as defined
      in Paragraph 1 of this Letter Agreement.

4.5   Shortages, Overshipments, Nonconformance in Orders

4.5.1 Within thirty (30) days after receipt of Material delivered pursuant to a
      purchase order, the Buyers will advise the Seller of any alleged shortages
      or overshipments with respect to such purchase order and of all claimed
      nonconformance to specification of parts in such order.

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      In the event that the Buyers have not reported such alleged shortages,
      overshipments or nonconformance within such period, the Buyers will be
      deemed to have accepted the deliveries unless, in the case of shortages,
      the Buyers can prove within a reasonable period of time that it did not
      receive the Material.

4.5.2 In the event that the Buyers report over-shipments or nonconformance to
      the specifications within the period specified in Paragraph 4.5.1, the
      Seller will, if such report is accepted, either replace the Material
      concerned or credit the Buyers for Material paid for but returned to the
      Seller. In such case, transportation charges will be borne by the Seller.

      The Buyers will endeavor to minimize such costs.

4.6   [...***...]

4.7   [...***...]

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4.8   Cessation of Deliveries

      The Seller reserves the right to stop or otherwise suspend deliveries if
      the Buyers fail to meet its obligations under Paragraph 6.

5.    PRICE

5.1   The Material prices will be:

5.1.1 [...***...]

5.1.2 [...***...]

5.2   Validity of Prices

5.2.1 The Material prices are the Seller's published prices in effect on the
      date of receipt of the purchase order (subject to reasonable quantities
      and delivery time) and will be expressed in US dollars. Payment will be
      made by the Buyers to the Seller in US dollars as set forth below in
      Paragraph 6.1.

5.2.2 Prices of Seller Parts will be in accordance with the then current ANAC's
      Spare Parts Price List. Prices will be firm for each calendar year, except
      that the Seller reserves the right to revise the prices of Seller Parts
      during the course of the calendar year in the following cases:

      -     significant revision in manufacturing costs,

      -     significant revision in Manufacturer's purchase price of materials
            (including significant variation of exchange rates),

      -     significant error in estimation of expression of any price.

      [...***...]

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5.2.3 [...***...]

5.2.4 The Seller warrants that, should the Buyers purchase from the Seller one
      hundred percent (100%) of the recommended Initial Provisioning of Material
      identified in Paragraphs 1.1(b) through 1.1(d), above, the average
      handling charge on the total package will not exceed fifteen percent
      (15%). This average handling charge will be increased to eighteen percent
      (18%) on any orders placed less than six (6) months prior to delivery of
      the first Aircraft.

6.    PAYMENT PROCEDURES AND CONDITIONS

6.1   Currency

      Payment will be made in US dollars.

6.2   Time and Means of Payment

      Payment will be made by transfer of immediately available funds from the
      Buyers to the Seller within thirty (30) days from the date of invoice.
      [...***...]

6.3   Bank Accounts

      The Buyers will make all payments hereunder in full without setoff,
      counterclaim, deduction or withholding of any kind to the accounts listed
      below, unless otherwise directed by the Seller:

      (a)   For wire transfer, in favor of Airbus North America Customer
            Services, Inc.:


            [...***...]
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      (b)   For direct deposit (lockbox), in favor of Airbus North America
            Customer Services, Inc.:

            Airbus North America Customer Services, Inc.:
            PO Box 8500
            Lock Box No. 4555
            Philadelphia, PA 19178-4555

6.4   Taxes

      All payments due the Seller hereunder will be made in full without setoff
      or counterclaim and without deduction or withholding of any kind.
      Consequently, the Buyers will assure that the sums received by the Seller
      under this Letter Agreement are equal to the full amounts expressed to be
      due the Seller hereunder, without deduction or withholding on account of
      and free from any and all taxes, levies, imposts, dues or charges of
      whatever nature except that if the Buyers are compelled by law to make any
      such deduction or withholding the Buyers will pay such additional amounts
      as may be necessary in order that the net amount received by the Seller
      after such deduction or withholding will equal the amounts that would have
      been received in the absence of such deduction or withholding.

6.5   If any payment due the Seller is not received in accordance with the time
      period provided in Paragraph 6.2, the Seller will have the right to claim
      from the Buyers and the Buyers will promptly pay to the Seller interest on
      the unpaid amount at an annual rate equal to [...***...] per month to be
      calculated from (and including) the due date to (but excluding) the date
      payment is received by the Seller, on the basis of a 360-day year and
      actual number of days elapsed. The Seller's claim to such interest will
      not prejudice any other rights the Seller may have under this Letter
      Agreement or applicable law.

7.    TITLE

      Title to any Material purchased under this Letter Agreement will remain
      with the Seller until full payment of the invoices therefore and any
      interest thereon has been received by the Seller.

      The Buyers will undertake that Material to which title has not passed to
      the Buyers will be kept free from any lien, security interest mortgage or
      other charge or claim in favor of any third party.

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8.    PACKAGING

      All material will be packaged in accordance with ATA 300 specification,
      Category III for consumable/expendable Material and Category II for
      rotables. Category I containers will be used if requested by the Buyers
      and the difference between Category I and Category II packaging costs will
      be paid by the Buyers together with payment for the respective Material.

9.    DATA RETRIEVAL

      The Buyers undertake to provide periodically to the Seller, as the Seller
      may reasonably request, during the Term, a quantitative list of the parts
      used for maintenance and overhaul of the Aircraft. The range and contents
      of this list will be established by mutual agreement between the Seller
      and the Buyers.

10.   BUY-BACK

10.1  Buy-Back of Obsolete Material

      The Seller agrees to buy back unused Seller Parts that may become obsolete
      for the Buyers' fleet [...***...] as a result of mandatory modifications
      required by the Buyers' or Seller's Aviation Authorities, subject to the
      following:

      (a)   the Seller Parts involved will be those which the Seller directs the
            Buyers to scrap or dispose of and which cannot be reworked or
            repaired to satisfy the revised standard;

      (b)   the Seller will grant the Buyers a credit equal to the purchase
            price paid by the Buyers for any such obsolete parts, such credit
            will not exceed the value of the provisioning quantities recommended
            by the Seller in the Initial Provisioning recommendation as mutually
            agreed upon at the Initial Provisioning Conference;

      (c)   the Seller will use its reasonable efforts to obtain for the Buyers
            the same protection from Suppliers and will promptly assist the
            Buyers if so requested by the Buyers.


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10.2   Buy-Back of Surplus Material

10.2.1 The Seller agrees that at any time after one (1) year and within three
       (3) years after delivery of the first Aircraft to the Buyers, Buyers
       will have the right to return to the Seller, [...***...], unused
       and undamaged Material described in Paragraphs 1.1(a) and 1.1(b)
       originally purchased from the Seller under the terms hereof, provided (i)
       that the selected protection level does not exceed ninety-six percent
       (96%) with a turnaround time of forty-five (45) days, (ii) that said
       Material does not exceed the provisioning quantities recommended by the
       Seller in the Initial Provisioning recommendations, does not have a
       limited shelf life nor contain any shelf-life limited components with
       less than [...***...] of their shelf life remaining when
       returned to the Seller, and (iii) that the Material is returned with the
       Seller's original documentation and any such documentation (including
       tags, certificates) required to identify, substantiate the condition of
       and enable the resale of such Material.

10.2.2 The Seller's agreement in writing is necessary before any Material in
       excess of the Seller's recommendation may be considered for buy-back.

10.2.3 It is expressly understood and agreed that the rights granted to the
       Buyers under this Paragraph 10.2 will not apply to Material that may
       become obsolete at any time or for any reason other than as set forth in
       Paragraph 10.1.

10.2.4 [...***...]

10.3   Except as otherwise set forth herein, all transportation costs for the
       return of surplus Material under this Paragraph 10, including any
       applicable insurance and customs duties or other related expenditures,
       will be borne by the Seller.

10.4   The Seller's obligation to repurchase surplus and obsolete Material
       depends upon the Buyers' demonstration, by the Buyers' compliance with
       the requirements set forth in Paragraph 9 of this Letter Agreement, that
       such Material exceeds the Initial Provisioning requirements.

11.1   WARRANTIES ON SELLER PARTS

       The Seller represents and warrants that the Manufacturer has provided to
       the Seller the following Warranty, Supplier Warranties and Interface
       Commitment with respect to Seller Parts, that are reproduced below
       between the words QUOTE and


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       UNQUOTE and are subject to the terms, conditions, limitations and
       restrictions (including, but not limited to, the Exclusivity of
       Warranties and General Limitations of Liability and Duplicate Remedies
       provisions) set forth below. The Seller hereby assigns to the Buyers, and
       the Buyers hereby accept, all of the Seller's rights and obligations as
       "Buyers" under the said Warranty, Supplier Warranties and Interface
       Commitment, and the Seller subrogates the Buyers to all such rights and
       obligations in respect of the Seller Parts. The Seller hereby warrants to
       the Buyers that (i) it has all requisite authority to make the foregoing
       assignment to and to effect the foregoing subrogation in favor of the
       Buyers, (ii) such assignment and subrogation are effective to confer on
       the Buyers all of the foregoing rights and obligations of the Seller,
       (iii) the provisions so assigned are in full force and effect and have
       not been amended prior to the date hereof, and (iv) the Seller will not
       enter into any amendment of the provisions so assigned without the prior
       written consent of the Buyers.

QUOTE

11.1   WARRANTY

11.1.1 Nature of Warranty

       Subject to the limitations and conditions hereinafter provided, and
       except as provided in Paragraph 11.1.2, the Seller warrants to the Buyers
       that each Seller Part will at the time of Delivery to the Buyer be free
       from defects:

       (i)    in material,

       (ii)   in workmanship, including, without limitation, processes of
              manufacture,

       (iii)  in design (including, without limitation, selection of materials)
              having regard to the state of the art at the date of such design,
              and

       (iv)   arising from failure to conform to the Specification, except as to
              those portions of the Specification that are expressly stated in
              the Specification to be estimates or approximations or design
              aims.

11.1.2 [...***...]

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11.1.3 Exceptions

       The warranties set forth in Paragraph 11.1.1 will not apply to Buyer
       Furnished Equipment, Propulsion Systems, or to any component, accessory,
       equipment or part purchased by the Buyers that is not a Seller Part,
       provided, however, that any defect inherent in the Seller's design of the
       installation, considering the state of the art at the date of such
       design, that impairs the use of such items will constitute a defect in
       design for the purposes of this Paragraph 11.1 and be covered by the
       warranty set forth in Paragraph 11.1.1(iii).

11.1.4 Warranty Period

       The warranties described in Paragraphs 11.1.1 will be limited to those
       defects that become apparent within [...***...] after delivery of the
       Seller Part (the "SELLER PART WARRANTY PERIOD").

11.1.5 Buyer's Remedy and Seller's Obligation

       The Buyers' remedy and the Seller's obligation and liability under
       Paragraph 11.1 are limited to, at the Seller's expense, the repair,
       replacement or correction of, or the supply of modification kits
       rectifying the defect to any defective Warranted Part, [...***...].

       [...***...]

       The provisions of Subclauses 12.1.6, 12.1.7, 12.1.8 and 12.1.9 of the
       Agreement will, as applicable, also apply to this Paragraph 11.

11.2   EXCLUSIVITY OF WARRANTIES

       THIS PARAGRAPH 11 (INCLUDING ITS SUBPARTS) SETS FORTH THE EXCLUSIVE
       WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
       SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYERS, WHETHER UNDER
       THIS LETTER AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
       NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY SELLER PART DELIVERED BY THE
       SELLER UNDER THIS AGREEMENT.

       THE BUYERS RECOGNIZE THAT THE RIGHTS, WARRANTIES AND


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       REMEDIES IN THIS PARAGRAPH 11 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE
       BUYER FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE
       SELLER PARTS SUPPLIED UNDER THIS LETTER AGREEMENT. THE BUYERS HEREBY
       WAIVE, RELEASE AND RENOUNCE ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES
       AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES
       OF THE BUYERS AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT,
       TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR
       DEFECT OR PROBLEM OF ANY KIND IN ANY SELLER PART DELIVERED BY THE SELLER
       UNDER THIS LETTER AGREEMENT, INCLUDING BUT NOT LIMITED TO:

       (1)    ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY
              GENERAL OR PARTICULAR PURPOSE;

       (2)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
              PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

       (3)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

       (4)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF
              LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS
              AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS,
              WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT
              LIABILITY OR FAILURE TO WARN;

       (5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL
              CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

       (6)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR
              STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL
              STATUTE OR AGENCY;

       (7)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

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              (a)    LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, OR PART
                     PROVIDED UNDER THE AGREEMENT DUE TO A DEFECT, NONCONFORMITY
                     OR OTHER PROBLEM IN ANY SELLER PART;

              (b)    LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT,
                     EQUIPMENT, ACCESSORY OR PART DUE TO A DEFECT, NONCONFORMITY
                     OR OTHER PROBLEM IN ANY SELLER PART;

              (c)    LOSS OF PROFITS AND/OR REVENUES;

              (d)    ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

       THE WARRANTIES PROVIDED BY THIS LETTER AGREEMENT WILL NOT BE EXTENDED,
       ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND
       THE BUYERS. IN THE EVENT THAT ANY PROVISION OF THIS PARAGRAPH 11 SHOULD
       FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE
       REMAINDER OF THIS PARAGRAPH 11 WILL REMAIN IN FULL FORCE AND EFFECT.

       FOR THE PURPOSE OF THIS PARAGRAPH 11.2, "SELLER" WILL BE UNDERSTOOD TO
       INCLUDE THE SELLER, ITS AFFILIATES, SUPPLIERS AND ASSOCIATED CONTRACTORS.

       [...***...]

11.3   DUPLICATE REMEDIES

       The remedies provided to the Buyers under Paragraph 11 as to any part
       thereof are mutually exclusive and not cumulative. The Buyers will be
       entitled to the remedy that provides the maximum benefit to it, as the
       Buyer may elect, pursuant to the terms and conditions of this Paragraph
       11 for any such particular defect for which remedies are provided under
       this Paragraph 11, provided, however, that the Buyers will not be


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       entitled to elect a remedy under more than one part of this Paragraph 11
       for the same defect. [...***...]

    UNQUOTE

       In consideration of the foregoing assignment and subrogation by the
       Seller in favor of the Buyers in respect of the Seller's rights against
       and obligations to the Manufacturer under the provisions quoted above,
       the Buyers hereby accepts such assignment and subrogation and agrees to
       be bound by all of the terms, conditions and limitations therein
       contained.

11.4   NEGOTIATED AGREEMENT

       The Buyers and Seller agree that this Paragraph 11 has been the subject
       of discussion and negotiation and is fully understood by the parties, and
       that the price of the Aircraft and the other mutual agreements of the
       parties set forth in the Agreement were arrived at in consideration of,
       inter alia, the Exclusivity of Warranties and General Limitations of
       Liability provisions and Duplicate Remedies provisions set forth in this
       Paragraph 11.

12.    LEASING OF SPARE PARTS

12.1   Applicable Terms

       The terms and conditions of this Paragraph 12 will apply to the Lease of
       Seller Parts listed in Appendix "A" to this Paragraph 12 ("Leased Parts")
       and will form a part of each lease of any Leased Part by the Buyers from
       the Seller after the date hereof. Except for the description of the
       Leased Part, the Lease Term, the Leased Part delivery and return
       locations and the Lease Charges (defined below in Paragraph 12.4), all
       other terms and conditions appearing on any order form or other document
       pertaining to Leased Parts will be deemed inapplicable, and in lieu
       thereof the terms and conditions of this Paragraph 12 will prevail. For
       purposes of this Paragraph 12, the term "Lessor" refers to the Seller and
       the term "Lessees" refers to the Buyers. Parts not included in Appendix
       "A" to this Paragraph 12 may be supplied under a separate lease agreement
       between the Seller and the Buyers.

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12.2   Lease Procedure: Spare Parts Leased

       At the Lessees' request by telephone (to be confirmed promptly in
       writing), facsimile, letter or other written instrument, the Lessor will
       lease Leased Parts, which will be made available in accordance with
       Paragraph 4.2.3, to the Lessees as substitutes for parts withdrawn from
       an Aircraft for repair or overhaul. Each lease of Leased Parts will be
       evidenced by a lease document ("Lease") issued by the Lessor to the
       Lessees no later than seven (7) business days after delivery of the
       Leased Part.

12.3   Lease Term: Return

       The term of the lease ("Lease Term") will commence on the date of
       dispatch of the Leased Part to the Lessees or its agent at the Lessor's
       facility and will end on the date of receipt at the Lessor's facility of
       the Leased Part or in a serviceable condition. The Lease Term will not
       exceed thirty (30) days after such date of dispatch, unless extended by
       written agreement between Lessor and Lessees within such thirty (30)-day
       period (such extension not to exceed an additional thirty (30) days).
       Notwithstanding the foregoing, the Lease Term will end in the event, and
       upon the date, of exercise of the Lessees' option to either purchase or
       exchange the Leased Part, as provided herein.

12.4   Lease Charges and Taxes

       The Lessees will pay the Lessor (a) a daily rental charge for the Lease
       Term in respect of each Leased Part equal to
       one-three-hundred-sixty-fifth (1/365) of the Catalog Price of such Leased
       Part, as set forth in the Seller's Spare Parts Price List in effect on
       the date of commencement of the Lease Term, (b) any reasonable additional
       costs which may be incurred by the Lessor as a direct result of such
       Lease, such as inspection, test, repair, overhaul and repackaging costs
       as required to place the Leased Part in satisfactory condition for lease
       to a subsequent customer, (c) all transportation and insurance charges
       and (d) any taxes, charges or customs duties imposed upon the Lessor or
       its property as a result of the lease, sale, delivery, storage or
       transfer of any Leased Part (the "Lease Charges"). All payments due
       hereunder will be made in accordance with Paragraph 6.

       In the event that the Leased Part has not been returned to the Lessor's
       designated facilities by the last day of the Lease Term, the Lessor will
       be entitled, in addition to any other remedy it may have at law or under
       this Paragraph 12, to charge to the Lessees, and the Lessees will pay,
       all of the charges referred to in this Paragraph 12.4 accruing for each
       day after the end of the Lease Term and for as long as such Leased Part
       is not returned to the Lessor and as though the Lease Term were extended
       to the

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       period of such delay.

       Should the Lessees fail to return the Leased Part of the Lessor at the
       end of the lease Term, such failure will be deemed to be an election by
       the Lessees to purchase the Leased Part and the Lessees will pay the
       price set forth in Paragraph 12.8.

12.5   Title

       Title to each Leased Part will remain with the Lessor at all times unless
       the Lessees exercises its option to purchase it in accordance with
       Paragraph 12.8 of this Letter Agreement, in which case title will pass to
       the Lessees in accordance with Paragraph 7 of this Letter Agreement.

12.6   Risk of Loss

       Except for normal wear and tear, each Leased Part will be returned to the
       Lessor in the same condition as when delivered to the Lessees. However,
       the Lessees will not without the Lessors' prior written consent repair,
       modify or alter any Leased Part. Risk of loss or damage to each Leased
       Part will remain with the Lessees until such Leased Part is redelivered
       to the Lessor at the return location specified in the applicable Lease.
       If a Leased Part is lost or damaged beyond repair, the Lessees will be
       deemed to have exercised its option to purchase the part in accordance
       with Paragraph 12.8, as of the date of such loss or damage.

12.7   Record of Flight Hours

       All flight hours accumulated by the Lessees on each Leased Part during
       the Lease Term will be documented by the Lessees. Records will be
       delivered to the Lessor upon return of such Leased Part to the Lessor
       include all documentation pertinent to inspection, maintenance and/or
       rework of the Leased Part and evidence of incidents such as hard landings
       of aircraft on which such Leased Part was installed from time to time
       during the Lease term, abnormalities of operation and corrective action
       taken by the Lessees as a result of such incidents.

12.8   Option to Purchase

12.8.1 Option to Purchase

       The Lessees may at its option, exercisable by written notice given to the
       Lessor, elect during or at the end of the Lease Term to purchase each
       Leased Part, in which case the then current purchase price for such
       Leased Part as set forth in the Seller's Spare

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       Parts Price List will be paid by the Lessees to the Lessor. The
       immediately preceding sentence will apply to new Leased Parts only. In
       the event the Leased Part is used, [...***...] of the then current
       purchase price for such Leased Part will be paid by the Lessees to the
       Lessor. Such option will be contingent upon the Lessees' providing the
       Lessor with evidence satisfactory to the Lessor that the original part
       fitted to the Aircraft is beyond economical repair. [...***...]

12.8.2 In the event of purchase, the Leased Part will be warranted in accordance
       with Paragraph 11 as though such Leased Part were a Seller Part;
       provided, however, that (i) the Seller will prorate the full Seller Part
       Warranty Period granted to the Buyer according to the actual usage of
       such Leased Part and (ii) in no event will such Seller Part Warranty
       Period be less than six (6) months from the date of purchase of such
       Leased Part. A warranty granted under this Paragraph 12.8.2 will be in
       substitution for the warranty granted under Paragraph 12.9 at the
       commencement of the Lease Term.

12.9   Warranties on Leased Parts

       The Lessor, in its capacity as "Lessees," under its arrangements with the
       Manufacturer, in its capacity as "Lessor," has negotiated and obtained
       the following warranties from the Manufacturer with respect to the Leased
       Parts, subject to the terms, conditions, limitations and restrictions all
       as hereinafter set out. The Lessor hereby assigns to the Lessees, and the
       Lessee hereby accepts, all of the rights and obligations of the Lessor in
       its capacity as "Lessees" as aforesaid under the said warranties and the
       Lessor subrogates the Lessee as to all such rights and obligations in
       respect of Leased Parts during the Lease Term with respect thereto. The
       Lessor hereby warrants to the Lessees that it has all requisite authority
       to make the foregoing assignment and effect the foregoing subrogation to
       and in favor of the Lessees and that it will not enter into any amendment
       of the provisions so assigned or subrogated without the prior written
       consent of the Lessees. Capitalized terms utilized in the following
       provisions have the meanings assigned thereto in this Letter Agreement,
       except that the term "Lessor" refers to the Manufacturer and the term
       "Lessees" refers to the Lessor.

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QUOTE

12.9.1 The Lessor warrants that each Leased Part will at the time of delivery
       thereof:

       (a)    conform to the applicable specification for such part,

       (b)    be free from defects in material,

       (c)    be free from defects in workmanship, including without limitation
              processes of manufacture, and

       (d)    be free from defects in design (including, without limitation,
              selection of materials) having regard to the state of the art at
              the date of such design.

12.9.2 Survival of Warranties

       With respect to each Leased Part, the warranty set forth above in
       Paragraph 12.9.1(a) will not survive delivery, and the warranties set
       forth above in Paragraphs 12.9.1(b), 12.9.1(c) and 12.9.1 (d) will
       survive delivery only upon the conditions and subject to the limitations
       set forth below in Paragraphs 12.9.3 through 12.9.8.

12.9.3 Warranty and Notice Periods

       The Lessees' remedy and the Lessor's obligation and liability under this
       Paragraph 12.9, with respect to each defect, are conditioned upon (i) the
       defect having become apparent to the Lessees within the Lease Term and
       (ii) the Lessor's warranty administrator having received written notice
       of the defect from the Lessees within [...***...] after the defect
       became apparent to the Lessees.

12.9.4 Return and Proof

       The Lessees' remedy and the Lessor's obligation and liability under this
       Paragraph 12.9, with respect to each defect, are also conditioned upon:

       (a)    the return by the Lessees as soon as practicable to the return
              location specified in the applicable Lease, or such other place as
              may be mutually agreeable, of the Leased Part claimed to be
              defective, and

       (b)    the submission by the Lessees to the Lessor's warranty
              administrator of reasonable proof that the claimed defect is due
              to a matter embraced within

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              the Lessor's warranty under this Paragraph 12.9 and that such
              defect did not result from any act or omission of the Lessees,
              including but not limited to any failure to operate or maintain
              the Leased Part claimed to be defective or the Aircraft in which
              it was installed in accordance with applicable governmental
              regulations and the Lessor's applicable written instructions.

12.9.5   Limitation of Warranty

         The Lessees' remedy and the Lessor's obligation and liability under
         this Paragraph 12.9 with respect to each defect are limited to the
         repair of such defect in the Leased Part in which the defect appears,
         or, as mutually agreed, to the replacement of such Leased Part with a
         similar part free from defect.

         Any replacement part furnished under this Paragraph 12.9.5 will for the
         purposes of this Letter Agreement be deemed to be the Leased Part so
         replaced.

12.9.6   Suspension and Transportation Costs

12.9.6.1 If a Leased Part is found to be defective and is covered by this
         warranty, the Lease Term and the Lessees' obligation to pay rental
         charges as provided in Paragraph 12.4(a) of this Letter Agreement will
         be suspended from the date on which the Lessees notify the Lessor of
         such defect until the date on which the Lessor has repaired, corrected
         or replaced the defective Leased Part, provided, however, that the
         Lessees have withdrawn such defective Leased Part from use, promptly
         after giving such notice to the Lessor. If the defective Leased Part is
         replaced, such replacement will be deemed to no longer be a Leased Part
         under the Lease as of the date on which such part was received by the
         Lessor at the return location specified in the applicable Lease.

         If a Leased Part is found to be defective on first use by the Lessees
         and is covered by this warranty, rental charges as provided in
         Paragraph 12.4(a) will not accrue and will not be payable by the
         Lessees until the date on which the Lessor has repaired, corrected or
         replaced the defective Leased Part.

12.9.6.2 All transportation and insurance costs associated with the return of
         the defective Leased Part to the Lessor and the return of the repaired,
         corrected or replacement part to the Lessees will be borne by the
         Lessor.

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12.9.7   Wear and Tear

         Normal wear and tear and the need for regular maintenance and overhaul
         will not constitute a defect or nonconformance under this Paragraph
         12.9.

12.9.8.  EXCLUSIVITY OF WARRANTIES

         THIS PARAGRAPH 12.9.8 (INCLUDING ITS SUBPARTS) SETS FORTH THE EXCLUSIVE
         WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
         SELLERS, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER
         UNDER THIS LETTER AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
         NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY LEASED PART.

         THE BUYERS RECOGNIZE THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS
         PARAGRAPH 12.9.8 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYERS FROM
         ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE LEASED PARTS.
         THE BUYERS HEREBY WAIVE, RELEASE AND RENOUNCE ALL OTHER WARRANTIES,
         OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL OTHER
         RIGHTS, CLAIMS AND REMEDIES OF THE BUYERS AGAINST THE SELLER, WHETHER
         EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE,
         WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN
         ANY LEASED PART, INCLUDING BUT NOT LIMITED TO:

         (1)      ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY
                  GENERAL OR PARTICULAR PURPOSE;

         (2)      ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                  PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

         (3)      ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

         (4)      ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF
                  LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO,
                  ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE,
                  INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT
                  LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

         (5)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM

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                  COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

         (6)      ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR
                  STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR
                  LOCAL STATUTE OR AGENCY;

         (7)      ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

                  (a)      LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, OR
                           LEASED;

                  (b)      LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT OR
                           LEASED PART;

                  (c)      LOSS OF PROFITS AND/OR REVENUES;

                  (d)      ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

         THE WARRANTIES PROVIDED BY THIS LETTER AGREEMENT WILL NOT BE EXTENDED,
         ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER
         AND THE BUYERS. IN THE EVENT THAT ANY PROVISION OF THIS PARAGRAPH
         12.9.8 SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE
         UNENFORCEABLE, THE REMAINDER OF THIS PARAGRAPH 12.9.8 WILL REMAIN IN
         FULL FORCE AND EFFECT.

         FOR THE PURPOSE OF THIS PARAGRAPH 12.9.8, "SELLER" WILL BE UNDERSTOOD
         TO INCLUDE THE SELLER, ITS AFFILIATES, SUPPLIERS AND ASSOCIATED
         CONTRACTORS.

         [...***...]


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12.9.9 DUPLICATE REMEDIES

       The remedies provided to the Buyers under Paragraph 12 as to any part
       thereof are mutually exclusive and not cumulative. The Buyers will be
       entitled to the remedy that provides the maximum benefit to it, as the
       Buyers may elect, pursuant to the terms and conditions of this Paragraph
       12 for any such particular defect for which remedies are provided under
       this Paragraph 12, provided, however, that the Buyers will not be
       entitled to elect a remedy under more than one part of this Paragraph 12
       for the same defect. [...***...]

     UNQUOTE

       In consideration of the assignment and subrogation by the Seller under
       this Paragraph 12 in favor of the Buyers in respect of the Seller's
       rights against and obligations to the Manufacturer under the provisions
       quoted above, the Buyers hereby accepts such assignment and subrogation
       and agrees to be bound by all of the terms, conditions and limitations
       therein contained.

12.10. NEGOTIATED AGREEMENT

       The Buyers and Seller agree that this Paragraph 12 has been the subject
       of discussion and negotiation and is fully understood by the parties, and
       that the price of the Aircraft and the other mutual agreements of the
       parties set forth in the Agreement were arrived at in consideration of,
       inter alia, the Exclusivity of Warranties and General Limitations of
       Liability provisions and Duplicate Remedies provisions set forth in
       Paragraph 12.

13.    [...***...]


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14.    TERMINATION

       Any termination under Paragraph 10, 11 or 21 of the Agreement or under
       the Letter Agreements thereto will discharge all obligations and
       liabilities of the parties hereunder with respect to undelivered
       Material, services, data or other items to be purchased hereunder that
       are applicable to those Aircraft as to which the Agreement has been
       terminated, provided that the Seller will nevertheless repurchase new and
       unused Material in excess of the Buyers' requirements due to an Aircraft
       cancellation pursuant to Paragraph 10 or 11 of the Agreement, as provided
       in Paragraph 10.2. In the case of any termination of this Letter
       Agreement in connection with a termination under Clause 21 of the
       Agreement, the Seller will not have any obligation to repurchase Material
       delivered in respect of any undelivered Aircraft and the Seller's rights
       to payment for services or spare parts actually delivered to the Buyers
       or, in the case of spare parts, the return thereof in new and unused
       condition, in their original packaging with all applicable documentation
       will not be limited by the liquidated damages provision included in
       Clause 21 of the Agreement.

15.    MISCELLANEOUS

      [...***...]

16.    ASSIGNMENT

       This Letter Agreement may be assigned in accordance with Clause 20 of the
       Agreement. This Letter Agreement is otherwise not assignable.

17.    COUNTERPARTS

       This Letter Agreement 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.

                                Very truly yours,

                                AVSA, S.A.R.L.

                                By: __________________________

                                Its: _________________________

Accepted and Agreed

US AIRWAYS GROUP, INC.

By: _________________________
Its:

AMERICA WEST AIRLINES, INC.

By: _________________________
Its:

US AIRWAYS, INC.

By: _________________________
Its:

                                                                          LA1-33

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

APPENDIX "A" TO PARAGRAPH 12

SELLER PARTS LEASING LIST

(Leased Parts)

AILERONS

AUXILIARY POWER UNIT (APU) DOORS

CARGO DOORS

PASSENGER DOORS

ELEVATORS

FLAPS

LANDING GEAR DOORS

RUDDER

TAIL CONE

WING SLATS

SPOILERS

AIRBRAKES

WING TIPS

[...***...]


***Confidential Treatment Requested

                                                                          LA1-34

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL
<PAGE>

            ***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

                             LETTER AGREEMENT NO. 2

                                                        As of September 27, 2005

US Airways Group, Inc.
US Airways, Inc.
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, AZ  85034

Re:  OTHER MATTERS

Ladies and Gentlemen,

US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc. (the
"Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A350
Purchase Agreement dated as of even date herewith (the "Agreement"), which
covers, among other things, the sale by the Seller and the purchase by the
Buyers of certain Aircraft, under the terms and conditions set forth in said
Agreement. The Buyers and the Seller have agreed to set forth in this Letter
Agreement No. 2 (the "Letter Agreement") certain additional terms and conditions
regarding the 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. Technical and trade terms used but not defined herein
or in the Agreement will be defined as generally accepted in the airline and/or
aircraft manufacturing industries. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

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

                                                                           LA2-1

AWE/USA - A350

                          PRIVILEGED AND CONFIDENTIAL
<PAGE>

1.   [...***...]


***Confidential Treatment Requested
                                                                           LA2-2

AWE/USA - A350

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>


2.    [...***...]


***Confidential Treatment Requested
                                                                           LA2-3

AWE/USA - A350

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>


3.    ASSIGNMENT

      Except as set forth in Clause 20.2 of the Agreement, 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 3 will be void and of no force or effect.

4.    COUNTERPARTS

      This Letter Agreement 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.

                                                                           LA2-4

AWE/USA - A350

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

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

                                                     Very truly yours,

                                                     AVSA, S.A.R.L.

                                                     By:  ______________________

                                                     Its:

      Accepted and Agreed

      US AIRWAYS GROUP, INC.

      By:   _________________________
      Its:

      AMERICA WEST AIRLINES, INC.

      By:   _________________________
      Its:

      US AIRWAYS, INC.

      By:   _________________________
      Its:

                                                                           LA2-5

AWE/USA - A350

                          PRIVILEGED AND CONFIDENTIAL
<PAGE>

            *** 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

                             LETTER AGREEMENT NO. 3

                                                        As of September 27, 2005

US Airways Group, Inc.
US Airways, Inc.
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, AZ  85034

Re: ADDITIONAL AIRCRAFT

Ladies and Gentlemen,

US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc. (the
"Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A350
Purchase Agreement dated as of the date hereof (the "Agreement"), which covers,
among other things, the sale by the Seller and the purchase by the Buyers of
certain Aircraft under the terms and conditions set forth in said Agreement. The
Buyers and the Seller have agreed to set forth in this Letter Agreement No. 3
(the "Letter Agreement") certain additional terms and conditions regarding the
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.
Technical and trade terms used but not defined herein or in the Agreement will
be defined as generally accepted in the airline and/or aircraft manufacturing
industries. The terms "herein," "hereof" and "hereunder" and words of similar
import refer to this Letter Agreement.

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

                                                                         LA3-1

AWE/USA--A350
                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

1.    PURCHASE RIGHTS

1.1   The Seller hereby grants the Buyers, acting jointly, the right to purchase
      up to [...***...] A350 aircraft, either as A350-800 aircraft or as
      A350-900 aircraft (the "Additional Aircraft") in addition to the Aircraft.
      The terms and conditions set out in the Agreement will apply to the
      Additional Aircraft, as applicable, [...***...].

1.2   Upon any written request made by the Buyers to the Seller specifying a
      number of Additional Aircraft that the Buyers wish to purchase, the last
      such request to be made not later than [...***...], the Seller will
      promptly provide the Buyers with a proposal for scheduled delivery months
      to be applicable to such Additional Aircraft. Such scheduled delivery
      months will be held for the Buyers during the [...***...] period
      following the date of the Seller's proposal. The Buyers may exercise their
      right to purchase any such Additional Aircraft by written notice to the
      Seller, executed by each Buyer, and by making the Initial Payment and any
      other then due Predelivery Payments applicable under Letter Agreement No.
      11, in respect of such Additional Aircraft, which Additional Aircraft
      shall then become firmly ordered Aircraft with immediate effect. The
      parties will thereafter conclude as soon as possible definitive
      documentation to amend the Agreement accordingly.

1.3   [...***...]

2.    ASSIGNMENT

      Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement
      and the rights and obligations of the Buyers 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 2 will be void and of no force or effect.

3.    COUNTERPARTS

      This Letter Agreement 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.

                                                                           LA3-2
***Confidential Treatment Requested

AWE/USA-A350
                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

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

                                      Very truly yours,

                                      AVSA, S.A.R.L.

                                      By:  _________________________
                                      Its:

      Accepted and Agreed:

      US AIRWAYS GROUP, INC.

      By:  _________________________
      Its:

      AMERICA WEST AIRLINES, INC.

      By:  _________________________
      Its:

      US AIRWAYS, INC.

      By:  _________________________
      Its:

                                                                           LA3-3

AWE/USA--A350
                          PRIVILEGED AND CONFIDENTIAL
<PAGE>

            *** 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

                             LETTER AGREEMENT NO. 4

                                                        As of September 27, 2005

US Airways Group, Inc.
US Airways, Inc.
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, AZ  85034

Re: CONVERSION RIGHTS

Ladies and Gentlemen,

US Airways, Inc., America West Airlines, Inc., US Airways Group, Inc. (the
"Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A350
Purchase Agreement dated as of even date herewith (the "Agreement"), which
covers, among other things, the sale by the Seller and the purchase by the
Buyers of certain Aircraft, under the terms and conditions set forth in said
Agreement. The Buyers and the Seller have agreed to set forth in this Letter
Agreement No. 4 (the "Letter Agreement") certain additional terms and conditions
regarding the 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. Technical and trade items used but not defined herein
or in the Agreement will be defined as generally accepted in the airline and/or
aircraft manufacturing industries. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

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

AWE/USA--A350                                                              LA4-1
                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

1.    [...***...]

2.    [...***...]

***Confidential Treatment Requested
AWE/USA--A350                                                              LA4-2
                          PRIVILEGED AND CONFIDENTIAL

<PAGE>
3.    ASSIGNMENT

      Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement
      and the rights and obligations of the Buyers 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 3 will be void and of no force or effect.

4.    COUNTERPARTS

      This Letter Agreement 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.

AWE/USA--A350                                                              LA4-3
                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

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

                                        Very truly yours,

                                        AVSA, S.A.R.L.

                                        By:  _________________________

                                        Its:

      Accepted and Agreed

      US AIRWAYS GROUP, INC.

      By:  _________________________
      Its:

      AMERICA WEST AIRLINES, INC.

      By:  _________________________
      Its:

      US AIRWAYS, INC.

      By:  _________________________
      Its:

AWE/USA--A350                                                              LA4-4
                          PRIVILEGED AND CONFIDENTIAL
<PAGE>

            ***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

                             LETTER AGREEMENT NO. 5

                                                        As of September 27, 2005

US Airways Group, Inc.
US Airways, Inc.
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, AZ  85034

Re: PURCHASE INCENTIVES

Ladies and Gentlemen,

US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc. (the
"Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A350
Purchase Agreement dated as of the date hereof (the "Agreement"), which covers,
among other things, the sale by the Seller and the purchase by the Buyers of
certain Aircraft, under the terms and conditions set forth in said Agreement.
The Buyers and the Seller have agreed to set forth in this Letter Agreement No.
5 (the "Letter Agreement") certain additional terms and conditions regarding the
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.
Technical and trade terms used but not defined herein or in the Agreement will
be defined as generally accepted in the airline and/or aircraft manufacturing
industries. The terms "herein," "hereof" and "hereunder" and words of similar
import refer to this Letter Agreement.

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

                                                                           LA5-1

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

1.    [...***...]

2.    [...***...]

                                                                           LA5-2

*** Confidential Treatment Requested

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

3.    ASSIGNMENT

      Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement
      and the rights and obligations of the Buyers 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 3 will be void and of no force or effect.

4.    COUNTERPARTS

      This Letter Agreement 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.

                                                                           LA5-3

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

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

                                              Very truly yours,

                                              AVSA, S.A.R.L.

                                              By: ______________________________

                                              Its:

      Accepted and Agreed

      US AIRWAYS GROUP, INC.

      By: ______________________________
      Its:

      AMERICA WEST AIRLINES, INC.

      By: ______________________________
      Its:

      US AIRWAYS, INC.

      By: ______________________________
      Its:

                                                                           LA5-4

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL
<PAGE>

            ***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

                             LETTER AGREEMENT NO. 6

                                                        As of September 27, 2005

US Airways Group, Inc.
US Airways, Inc.
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, AZ  85034

Re: SPECIFICATION MATTERS

Ladies and Gentlemen,

US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc. (the
"Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A350
Purchase Agreement dated as of the date hereof (the "Agreement"), which covers,
among other things, the sale by the Seller and the purchase by the Buyers 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. 6
(the "Letter Agreement") certain additional terms and conditions regarding the
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.
Technical and trade terms used but not defined herein or in the Agreement will
be defined as generally accepted in the airline and/or aircraft manufacturing
industries. The terms "herein," "hereof" and "hereunder" and words of similar
import refer to this Letter Agreement.

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

                                                                           LA6-1

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

1.    SPECIFICATION

      Up to and including the date on which Issue 1 of the Standard
      Specification is published (the "First Production Standard
      Specification"), the Seller and the Buyers agree that the A350-800
      Standard Specification and A350-900 Standard Specification of the A350
      Aircraft will incorporate all development changes reflected in updated
      versions of such standard specification from time to time. [...***...]

      [...***...]

      The Buyers will be invited by the Seller to attend all customer focus
      group meetings ("CFGs") and program progress reviews ("PPRs") with respect
      to the A350 aircraft from the date hereof. The Buyers may, during the CFGs
      and/or the PPRs, make suggestions from time to time with respect to the
      A350-800 Standard Specification or A350-900 Standard Specification as
      applicable with respect to any changes contemplated by the Seller. The
      Seller will make reasonable efforts to accommodate any such suggestions.
      However, any and all changes to any standard specification will be at the
      Seller's sole discretion.

2.    PROPULSION SYSTEMS

2.1   [...***...]

***Confidential Treatment Requested
                                                                           LA6-2

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

2.2   [...***...]

3.    MTOW INCREASE

      [...***...]

4.    ASSIGNMENT

      Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement
      and the rights and obligations of the Buyers 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.

5.    COUNTERPARTS

      This Letter Agreement 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.

***Confidential Treatment Requested
                                                                           LA6-3

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

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

                                              Very truly yours,

                                              AVSA, S.A.R.L.

                                              By: ______________________________
                                              Its:

      Accepted and Agreed

      US AIRWAYS, INC.

      By: ______________________________
      Its:

      AMERICA WEST AIRLINES, INC.

      By: ______________________________
      Its:

      US AIRWAYS GROUP, INC.

      By: ______________________________
      Its:

                                                                           LA6-4

AWE/USA-A350

                           PRIVILEGED AND CONFIDENTIAL
<PAGE>

            ***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

                             LETTER AGREEMENT NO. 7

                                                        As of September 27, 2005

US Airways Group, Inc.
US Airways, Inc.
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, AZ 85034

Re: PRODUCT SUPPORT

Ladies and Gentlemen,

US Airways, Inc., America West Airlines, Inc., US Airways Group, Inc. (the
"Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A350
Purchase Agreement dated as of even date herewith (the "Agreement"), which
covers, among other things, the sale by the Seller and the purchase by the
Buyers of certain Aircraft, under the terms and conditions set forth in said
Agreement. The Buyers and the Seller have agreed to set forth in this Letter
Agreement No. 7 (the "Letter Agreement") certain additional terms and conditions
regarding the 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. Technical and trade terms used but not defined herein
or in the Agreement will be defined as generally accepted in the airline and/or
aircraft manufacturing industries. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

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

                                                                           LA7-1

AWE/USA--A350

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

1.      TRAINING SUPPORT

1.1     [...***...]

1.2     [...***...]

1.3     [...***...]

2.      TECHNICAL DATA AND SOFTWARE SERVICES

2.1     The first sentence of Clause 14.5 of the Agreement is superseded and
        replaced by the following:

     QUOTE

        Revision service will be provided [...***...] for a period
        of [...***...] after Delivery of the last Aircraft.

     UNQUOTE

2.2     ELOGBOOK

        The Buyers will be entitled to obtain the Airbus eLogbook under the
        license conditions as set forth in Exhibit H to the Agreement. The
        Airbus eLogbook tool allows the airline pilots to enter standardized
        pilot reports. [...***...]

***Confidential Treatment Requested
                                                                           LA7-2

AWE/USA--A350

                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

        [...***...]

2.3     ADOC Job Card Publisher

        The Buyers will be entitled to one (1) license of the ADOC Job Card
        Publisher. With this package, which is based on the ADOC Job Card
        Publisher software module, the Buyers will be able to build their own
        database from their SGML documentation (including in-house
        modifications) using one (1) customized job card model developed by
        Airbus and based on specifications of the content and structure of the
        job cards provided by the Airline.

        ADOC Job Card Publisher integrates with the Buyers' Maintenance
        Information Systems. The Buyers are responsible to integrate the
        Maintenance Information System with ADOC Job Card Publisher.

        [...***...]

3.      OPERATION SUPPORT

        The Seller will provide to the Buyers the following software tools
        during the [...***...] period preceding delivery of the first Aircraft
        and revision service therefor [...***...], including:

        (i)     [...***...]

        (ii)    [...***...]

                                                                           LA7-3

***Confidential Treatment Requested

AWE/USA--A350

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

        (iii)   [...***...]

        (iv)    [...***...]

        [...***...]

4.      [...***...]

4.1     [...***...]

     QUOTE

        [...***...]

     UNQUOTE

4.2     [...***...]

     QUOTE

        [...***...]

     UNQUOTE

                                                                           LA7-4

***Confidential Treatment Requested

AWE/USA--A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

5.      AIRCRAFT MAINTENANCE MANUAL LIMITS

        The Seller endeavors to harmonize all relevant production limits with
        the relevant limits specified in the Aircraft Maintenance Manual
        provided to the Buyers pursuant to Clause 14 of the Agreement.

6.      ETOPS SUPPORT

        [...***...] The Seller will support the Buyers' efforts to obtain FAA
        approval for ETOPS operation of the A350-800 Aircraft.

7.      [...***...]

8.      [...***...]

                                                                           LA7-5

***Confidential Treatment Requested

AWE/USA--A350

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

     QUOTE

        [...***...]

     UNQUOTE

9.      AIRBUS ONLINE CONTENT MANAGEMENT

        On Line Content Management enables the Buyers to access from the Airbus
        on-line portal Airbus Technical Data (AMM, IPC, TSM, ASM, AWL, AWM, SRM,
        NTM) in order to perform modifications to this Technical Data prior to
        producing the AirN@v consultation database used by the Buyers'
        operations.

        Tasks regarding administration of the hardware and software will be
        performed by the Seller. Modification of the Technical Data carried out
        by the Buyers authors remains under the full responsibility of the
        Buyers.

        [...***...]
                                                                           LA7-6
***Confidential Treatment Requested
AWE/USA--A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

10.     [...***...]

11.     ASSIGNMENT

        Except as set forth in Clause 20.2 of the Agreement, this Letter
        Agreement and the rights and obligations of the Buyers 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 11 will be void and of
        no force or effect.

12.     COUNTERPARTS

        This Letter Agreement 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.

                                                                           LA7-7

*** Confidential Treatment Requested

AWE/USA--A350

                          PRIVILEGED AND CONFIDENTIAL

<PAGE>

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

                                                  Very truly yours,

                                                  AVSA, S.A.R.L.

                                                  By: __________________________
                                                  Its:

 Accepted and Agreed

 US AIRWAYS GROUP, INC.

 By: _________________________
 Its:

 AMERICA WEST AIRLINES, INC.

 By: _________________________
 Its:

 US AIRWAYS, INC.

 By: _________________________
 Its:

                                                                           LA7-8

AWE/USA--A350

                          PRIVILEGED AND CONFIDENTIAL
<PAGE>

            *** 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

                             LETTER AGREEMENT NO. 8A

                                                        As of September 27, 2005

 US Airways Group, Inc.
 US Airways, Inc.
 America West Airlines, Inc.
 4000 East Sky Harbor Boulevard
 Phoenix, AZ  85034

Re: A350-800 with GEnx-1A72 PERFORMANCE GUARANTEES

Dear  Ladies and Gentlemen:

US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc. (the
"Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A350
Purchase Agreement dated as of even date herewith (the "Agreement"), which
covers, among other things, the sale by the Seller and the purchase by the
Buyers of certain A350-800 Aircraft, under the terms and conditions set forth in
said Agreement. The Buyers and the Seller have agreed to set forth in this
Letter Agreement No. 8A (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the A350-800 Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. Technical and trade terms used but not
defined herein or in the Agreement will be defined as generally accepted in the
airline and/or aircraft manufacturing industries. The terms "herein," "hereof"
and "hereunder" and words of similar import refer to this Letter Agreement.

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

                                                                         LA 8A-1
AWE/USA - A350
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<PAGE>

      The Seller represents and warrants that the Manufacturer has provided to
      the Seller the performance, noise and weight guarantees (the "Guarantees")
      that are reproduced below between the words QUOTE and UNQUOTE, subject to
      the terms, conditions, limitations and restrictions set forth below. The
      Seller hereby assigns to the Buyers, and the Buyers hereby accept, as to
      each A350-800 Aircraft delivered to the Buyers under the Agreement, all of
      the Seller's rights and obligations with respect to such A350-800 Aircraft
      in its capacity as "Buyers" as aforesaid under the said Guarantees, and
      the Seller subrogates the Buyers into all such rights and obligations in
      respect of the A350-800 Aircraft. The Seller hereby warrants to the Buyers
      that (i) it has all requisite authority to make the foregoing assignment
      to and to effect the foregoing subrogation in favor of the Buyers, (ii)
      such assignment and subrogation are effective to confer on the Buyers all
      of the foregoing rights and obligations of the Seller, (iii) the
      provisions so assigned are in full force and effect and have not been
      amended prior to the date hereof, and (iv) the Seller will not enter into
      any amendment of the provisions so assigned without the prior written
      consent of the Buyers.

QUOTE

1     AIRCRAFT CONFIGURATION

1.1   The Guarantees defined below are applicable to the A350-800 Aircraft
      powered by General Electric GEnx-1A72 engines, as described in the
      Standard Specification Ref. G.000.08000 Issue B dated 30th June 2005,
      without taking into account any further changes thereto as provided in the
      Agreement, herein after referred as "the Specification" without taking
      into account any further changes thereto as provided in the Agreement.

2     GUARANTEED PERFORMANCE

2.1   Take-off Field Length

      FAR take-off field length ("TOFL") at an Aircraft gross weight of 540,133
      lb (245,000 kg) at the start of Take-Off Distance Available (TODA) at Sea
      Level pressure altitude in ISA+15 degrees C conditions will be not more
      than a guaranteed value of [...***...].

2.2   Second Segment Climb

     The Aircraft will meet FAR 25 regulations for one engine inoperative climb
      after take-off, undercarriage retracted, at a weight corresponding to the
      stated weight at the start of ground run, at the altitude and temperature,
      and in the configuration of flap angle and safety speed required to comply
      with the performance guaranteed in paragraph 2.1 and 2.3.

                                                                         LA 8A-2
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<PAGE>

2.3   Take-off Weight

2.3.1 When operated under the following conditions (representative of FRA 25R)

<TABLE>
<S>                                                      <C>
Pressure altitude                                        : 364 ft
Ambient temperature                                      : 24 degrees C
Take-off run available                                   : 13,123 ft
Take-off distance available                              : 13,123 ft
Accelerate-stop distance available                       : 13,123 ft
Slope                                                    : -0.26% (downhill)
Wind                                                     : Zero
Line-up allowance TOD                                    : 80 ft
Line-up allowance ASD                                    : 153 ft
Obstacles (Height/Distance above/from start of TODA):      -28ft/13,488ft
                                                           -23ft/13,980ft
                                                           -21ft/14,236ft
                                                           59ft/17,388ft
                                                           60ft/17,598ft
                                                           61ft/17,795ft
                                                           62ft/18,035ft
                                                           65ft/18,848ft
                                                           67ft/19,918ft
                                                           76ft/23,402ft
</TABLE>

      the maximum permissible take-off weight at the start of Take-off Distance
      Available will be not less than a guaranteed value of [...***...]

2.3.2 When operated under the following conditions (representative of PHL 27L)

<TABLE>
<S>                                                      <C>
Pressure altitude                                        : 10 ft
Ambient temperature                                      : 30 degrees C
Take-off run available                                   : 10,506 ft
Take-off distance available                              : 10,506 ft
Accelerate-stop distance available                       : 10,506 ft
Slope                                                    : 0.11% (uphill)
Wind                                                     : Zero
Line-up allowance TOD                                    : 80 ft
Line-up allowance ASD                                    : 153 ft
Obstacles (Height/Distance above/from start of TODA):      33ft/11,312ft
                                                           38ft/12,036ft
</TABLE>

      the maximum permissible take-off weight at the start of Take-off Distance
      Available will be

                                                                         LA 8A-3
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<PAGE>

      not less than a guaranteed value of [...***...].

2.3.3 When operated under the following conditions (representative of PHX 26)

<TABLE>
<S>                                                      <C>
Pressure altitude                                        : 1,135 ft
Take-off run available                                   : 11,490 ft
Take-off distance available                              : 11,490 ft
Accelerate-stop distance available                       : 11,490 ft
Slope                                                    : -0.21% (downhill)
Wind                                                     : Zero
Line-up allowance TOD                                    : 80 ft
Line-up allowance ASD                                    : 153 ft
Obstacles (Height/Distance above/from start of TODA):     -13ft/12,506ft
                                                          -5ft/12,852ft
                                                          36ft/13,792ft
                                                          42ft/14,510ft
                                                          195ft/22,434ft
</TABLE>

      the maximum permissible take-off weight at the start of Take-off Distance
      Available will be not less than a guaranteed value of

<TABLE>
<S>                                      <C>
Ambient temperature of 41 degrees C:     [...***...]
Ambient temperature of 46 degrees C:     [...***...]
</TABLE>

2.3.4 When operated under the following conditions (representative of TLV 26)

<TABLE>
<S>                                                          <C>
Pressure altitude                                            : 135 ft
Ambient temperature                                          : 32 degrees C
Take-off run available                                       : 11,998 ft
Take-off distance available                                  : 12,392 ft
Accelerate-stop distance available                           : 12,293 ft
Slope                                                        : -0.32% (downhill)
Wind                                                         : Zero
Line-up allowance TOD                                        : 80 ft
Line-up allowance ASD                                        : 153 ft
Obstacles (Height/Distance above/from start of TODA)         : none
</TABLE>

      the maximum permissible take-off weight at the start of Take-off Distance
      Available will be not less than a guaranteed value of [...***...].

2.3.5 When operated under the following conditions (representative of NRT 34L)

                                                                         LA 8A-4
***Confidential Treatment Requested
AWE/USA - A350
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<PAGE>

<TABLE>
<S>                                                                     <C>
Pressure altitude                                                       : 139 ft
Ambient temperature                                                     : 29 degrees C
Take-off run available                                                  : 13,123 ft
Take-off distance available                                             : 13,123 ft
Accelerate-stop distance available                                      : 13,123 ft
Slope                                                                   : -0.07% (downhill)
Wind                                                                    : Zero
Line-up allowance TOD                                                   : 80 ft
Line-up allowance ASD                                                   : 153 ft
Obstacles (Height/Distance above/from start of TODA):                    -2ft/13,905ft
                                                                         4ft/14,541ft
                                                                         8ft/14,780ft
                                                                         25ft/15,892ft
                                                                         28ft/16,030ft
                                                                         29ft/16,269ft
                                                                         30ft/16,303ft
                                                                         32ft/16,967ft
                                                                         53ft/18,187ft
                                                                         57ft/19,378ft
                                                                         65ft/20,659ft
</TABLE>

      the maximum permissible take-off weight at the start of Take-off Distance
      Available will be not less than a guaranteed value of [...***...].

2.4   Landing Field Length

      FAR certified dry landing field length ("LFL") at an Aircraft gross weight
      of 401,241 lb (182,000 kg) at Sea Level pressure altitude will not be more
      than a guaranteed value of [...***...].

2.5   En-route One Engine Inoperative

      The A350-800 Aircraft will meet the FAR regulations minimum en-route climb
      one engine inoperative and the other operating at the maximum continuous
      thrust with anti-icing off at an A350-800 Aircraft gross weight of 500,000
      lb in the cruise configuration in ISA+10C conditions at a guaranteed
      pressure altitude of not less than [...***...]

2.6   Approach Climb

2.6.1 The A350-800 Aircraft will meet FAR regulations approach climb gradient
      one engine inoperative and the other operating at the maximum go-round
      thrust with air conditioning on and anti-icing off at sea level pressure
      altitude at an A350-800 Aircraft gross weight of 401,241

***Confidential Treatment Requested

                                                                         LA 8A-5
AWE/USA - A350
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

      lb at a temperature of not less than the guarantee value of [...***...].

2.6.2 The A350-800 Aircraft will meet FAR regulations approach climb gradient
      one engine inoperative and the other operating at the maximum go-round
      thrust with air conditioning on and anti-icing off at a pressure altitude
      of 5,000 feet at an A350-800 Aircraft gross weight of 401,241 lb at a
      temperature of not less than the guarantee value of [...***...] and a
      nominal value of [...***...].

2.7   Specific Range

      The nautical miles per pound of fuel at an A350-800 Aircraft gross weight
      of 500,000 lb at a pressure altitude of 33,000 ft in ISA+10C conditions at
      a true Mach number of 0.82 will not be less than a guaranteed value of
      [...***...].

      The nautical miles per pound of fuel at an A350-800 Aircraft gross weight
      of 490,000 lb at a pressure altitude of 35,000 ft in ISA+10C conditions at
      a true Mach number of 0.82 will not be less than a guaranteed value of
      [...***...].

      The nautical miles per pound of fuel at an A350-800 Aircraft gross weight
      of 480,000 lb at a pressure altitude of 33,000 ft in ISA+10C conditions at
      a true Mach number of 0.84 will not be less than a guaranteed value of
      [...***...].

      The nautical miles per pound of fuel at an A350-800 Aircraft gross weight
      of 470,000 lb at a pressure altitude of 35,000 ft in ISA+10C conditions at
      a true Mach number of 0.84 will not be less than a guaranteed value of
      [...***...].

2.8   Initial Cruise Altitude

      At an A350-800 gross weight of 527,000 lb (representing the estimated
      weight at start of cruise following a take-off at sea level at Maximum
      Take-off Weight) in ISA+10C conditions the pressure altitude for:

            1.    Level flight at a true Mach number of 0.82 using a thrust not
                  exceeding maximum cruise thrust

            2.    A rate of climb of not less than then 300 ft/min at a true
                  Mach number of 0.82 using a thrust not exceeding maximum climb
                  thrust

            3.    A buffet maneuver margin of not less than 0.3g at a true Mach
                  number of 0.82

      will be not less than [...***...].

***Confidential Treatment Requested

                                                                         LA 8A-6
AWE/USA - A350
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

2.9   Speed

      Level flight speed at an A350-800 Aircraft gross weight of 527,000 lb at a
      pressure altitude of 33,000 ft in ISA+10C conditions using a thrust not
      exceeding maximum cruise thrust will be not less than a guaranteed true
      Mach number of [...***...].

3     MISSION GUARANTEES

3.1   Mission Usable Load: TLV - PHL

      The A350-800 Aircraft will be capable of carrying a guaranteed Usable Load
      (as defined in Paragraph 3.11 below) of not less than [...***...] over a
      still air stage distance of 5,849 nautical miles (representative of TLV to
      PHL mission with a 58 knots headwind) when operated under the conditions
      defined below:

3.1.1 The departure airport conditions are such to allow the required Takeoff
      Weight to be used without any restriction. Pressure altitude is 135 ft.

      The destination airport conditions are such to allow the required Landing
      Weight to be used without any restriction. Pressure altitude is 10 ft.

3.1.2 An allowance of 570 lb of fuel and 9 minutes is considered for engine
      start-up and taxi-out.

3.1.3 An allowance of 1,840 lb of fuel and 3 minutes is included for take-off
      and climb to 1,635 ft pressure altitude with acceleration to climb speed
      at a temperature of 29 degrees C. No credit is taken for the distance
      covered in these segments.

3.1.4 Climb from 1,635 ft pressure altitude up to cruise altitude using maximum
      climb thrust, cruise at a fixed Mach number of M=0.82 at pressure
      altitudes of 31,000 ft, 35,000 ft and 39,000 ft and descent to 1,510 ft
      pressure altitude are conducted in ISA+10 degrees C conditions. Climb and
      descent speeds below 10,000 ft will be 250 knots CAS. A wind component of
      70% of cruise wind has been considered during climb and descent.

3.1.5 An allowance of 430 lb of fuel and 4 minutes is considered for approach
      and landing at the destination airport. No credit is taken for the
      distance covered in these segments.

3.1.6 Trip fuel is defined as the fuel used during engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing as defined in
      paragraphs 3.1.2 to 3.1.5 above. Stage distance is defined as the distance
      covered during climb, cruise and descent as described in paragraph 3.1.4
      above.

***Confidential Treatment Requested
                                                                         LA 8A-7
AWE/USA - A350
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

3.1.7 At the end of approach and landing 14,800 lb of usable fuel will remain in
      the tanks. This represents the estimated fuel required for:

      1)    En-route reserves: 4% of trip time representing use of re-dispatch
            procedures

      2)    Missed approach at destination

      3)    Diversion in ISA+10 degrees C conditions over a still air distance
            of 150 nautical miles starting and ending at 1,500 ft pressure
            altitude and using long range procedures

      4)    Holding for 30 minutes at 1,500 ft pressure altitude in
            ISA+10 degrees C conditions

      5)    An allowance of fuel for approach and landing at alternate airport

3.2   Mission fuel burn: TLV - PHL

      In carrying a fixed Usable Load of 136,780 lb over a still air stage
      distance of 5,849 nautical miles (representative of TLV to PHL mission
      with a 58 knots headwind) the trip fuel burnt when operated under the
      conditions defined in paragraphs 3.1.1 to 3.1.7 inclusive above will be
      not more than a guaranteed value of [...***...] and the block time will
      not be more than a guaranteed value of [...***...]. Block time is defined
      as the time for engine start-up and taxi-out, take-off, climb, cruise,
      descent, approach and landing as defined in paragraphs 3.1.2 to 3.1.5
      above.

3.3   Mission Usable Load: FRA - PHX

      The A350-800 Aircraft will be capable of carrying a guaranteed Usable Load
      of not less than [...***...] over a still air stage distance of 5,482
      nautical miles (representative of FRA to PHX mission with a 40 knots
      headwind) when operated under the conditions defined below:

3.3.1 The departure airport conditions are such to allow the required Takeoff
      Weight to be used without any restriction. Pressure altitude is 364 ft.

      The destination airport conditions are such to allow the required Landing
      Weight to be used without any restriction. Pressure altitude is 1,135 ft.

3.3.2 An allowance of 570 lb of fuel and 9 minutes is considered for engine
      start-up and taxi-out.

3.3.3 An allowance of 1,750 lb of fuel and 3 minutes is included for take-off
      and climb to 1,864 ft pressure altitude with acceleration to climb speed
      at a temperature of 21 degrees C. No credit is taken for the distance
      covered in these segments.

3.3.4 Climb from 1,864 ft pressure altitude up to cruise altitude using maximum
      climb thrust, cruise at a fixed Mach number of M=0.82 at pressure
      altitudes of 31,000 ft, 35,000 ft and 39,000 ft and descent to 2,635 ft
      pressure altitude are conducted in ISA+10 degrees C conditions.


***Confidential Treatment Requested


                                                                         LA 8A-8
AWE/USA - A350
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

      Climb and descent speeds below 10,000 ft will be 250 knots CAS. A wind
      component of 70% of cruise wind has been considered during climb and
      descent.

3.3.5 An allowance of 440 lb of fuel and 4 minutes is considered for approach
      and landing at the destination airport. No credit is taken for the
      distance covered in these segments.

3.3.6 Trip fuel is defined as the fuel used during engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing and manoeuvre as
      defined in paragraphs 3.3.2 to 3.3.5 above. Stage distance is defined as
      the distance covered during climb, cruise and descent as described in
      paragraph 3.3.4 above.

3.3.7 At the end of approach and landing 14,600 lb of usable fuel will remain in
      the tanks. This represents the estimated fuel required for:

      1)    En-route reserves: 4% of trip time representing use of re-dispatch
            procedures

      2)    Missed approach at destination

      3)    Diversion in ISA+10 degrees C conditions over a still air distance
            of 150 nautical miles starting and ending at 1,500 ft pressure
            altitude and using long range procedures

      4)    Holding for 30 minutes at 1,500 ft pressure altitude in
            ISA+10 degrees C conditions

      5)    An allowance of fuel for approach and landing at alternate airport

3.4   Mission fuel burn: FRA - PHX

      In carrying a fixed Usable Load of 140,630 lb over a still air stage
      distance of 5,482 nautical miles (representative of FRA to PHX mission
      with a 40 knots headwind) the trip fuel burnt when operated under the
      conditions defined in paragraphs 3.3.1 to 3.3.7 inclusive above will be
      not more than a guaranteed value of [...***...] and the block time will
      not be more than a guaranteed value of [...***...].

      Block time is defined as the time for engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing as defined in
      paragraphs 3.3.2 to 3.3.5 above.

3.5   Mission Usable Load: PHX - FRA (41 degrees C at PHX)

      The A350-800 Aircraft will be capable of carrying a guaranteed Usable Load
      of not less than [...***...] over a still air stage distance of 4,980
      nautical miles (representative of PHX to FRA mission with a 5 knots
      tailwind) when operated under the conditions defined below:

3.5.1 The departure airport conditions (representative of PHX runway 26) are as
      defined in paragraph 2.3.3 above (ambient temperature of 41 degrees C).
      The destination airport conditions are such to allow the required Landing
      Weight to be used without any restriction. Pressure altitude is 364 ft.


***Confidential Treatment Requested


                                                                         LA 8A-9
AWE/USA - A350
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

3.5.2 An allowance of 570 lb of fuel and 9 minutes is considered for engine
      start-up and taxi-out.

3.5.3 An allowance of 1,730 lb of fuel and 3 minutes is included for take-off
      and climb to 2,635 ft pressure altitude with acceleration to climb speed
      at a temperature of 38 degrees C. No credit is taken for the distance
      covered in these segments.

3.5.4 Climb from 2,635 ft pressure altitude up to cruise altitude using maximum
      climb thrust, cruise at a fixed Mach number of M=0.82 at pressure
      altitudes of 33,000 ft, 37,000 ft and 41,000 ft and descent to 1,864 ft
      pressure altitude are conducted in ISA+10 degrees C conditions. Climb and
      descent speeds below 10,000 ft will be 250 knots CAS. A wind component of
      70% of cruise wind has been considered during climb and descent.

3.5.5 An allowance of 410 lb of fuel and 4 minutes is considered for approach
      and landing at the destination airport. No credit is taken for the
      distance covered in these segments.

3.5.6 Trip fuel is defined as the fuel used during engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing and manoeuvre as
      defined in paragraphs 3.5.2 to 3.5.5 above.

      Stage distance is defined as the distance covered during climb, cruise and
      descent as described in paragraph 3.5.4 above.

3.5.7 At the end of approach and landing 13,320 lb of usable fuel will remain in
      the tanks. This represents the estimated fuel required for:

      1)    En-route reserves: 4% of trip time representing use of re-dispatch
            procedures

      2)    Missed approach at destination

      3)    Diversion in ISA+10 degrees C conditions over a still air distance
            of 150 nautical miles starting and ending at 1,500 ft pressure
            altitude and using long range procedures

      4)    Holding for 30 minutes at 1,500 ft pressure altitude in
            ISA+10 degrees C conditions

      5)    An allowance of fuel for approach and landing at alternate airport

3.6   Mission fuel burn: PHX - FRA (41 degrees C at PHX)

      In carrying a fixed Usable Load of 113,760 lb over a still air stage
      distance of 4,980 nautical miles (representative of PHX to FRA mission
      with a 5 knots tailwind) the trip fuel burnt when operated under the
      conditions defined in paragraphs 3.5.1 to 3.5.7 inclusive above will be
      not more than a guaranteed value of [...***...] and the block time will
      not be more than a guaranteed value of [...***...]. Block time is defined
      as the time for engine start-up and taxi-out, take-off, climb, cruise,
      descent, approach and landing as defined in paragraphs 3.5.2 to 3.5.5
      above.


***Confidential Treatment Requested


                                                                        LA 8A-10
AWE/USA - A350
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

3.7   Mission Usable Load: PHL - NRT

      The A350-800 Aircraft will be capable of carrying a guaranteed Usable Load
      of not less than [...***...] over a still air stage
      distance of 6,542 nautical miles (representative of PHL to NRT mission
      with a 38 knots headwind) when operated under the conditions defined
      below:

3.7.1 The departure airport conditions (representative of PHL runway 27L) are as
      defined in paragraph 2.3.2 above.

      The destination airport conditions are such to allow the required Landing
      Weight to be used without any restriction. Pressure altitude is 139 ft.

3.7.2 An allowance of 570 lb of fuel and 9 minutes is considered for engine
      start-up and taxi-out.

3.7.3 An allowance of 1,800 lb of fuel and 3 minutes is included for take-off
      and climb to 1,510 ft pressure altitude with acceleration to climb speed
      at a temperature of 27 degrees C. No credit is taken for the distance
      covered in these segments.

3.7.4 Climb from 1,510 ft pressure altitude up to cruise altitude using maximum
      climb thrust, cruise at a fixed Mach number of M=0.82 at pressure
      altitudes of 31,000 ft, 35,000 ft and 39,000 ft and descent to 1,639 ft
      pressure altitude are conducted in ISA+10 degrees C conditions. Climb and
      descent speeds below 10,000 ft will be 250 knots CAS. A wind component of
      70% of cruise wind has been considered during climb and descent.

3.7.5 An allowance of 420 lb of fuel and 4 minutes is considered for approach
      and landing at the destination airport. No credit is taken for the
      distance covered in these segments.

3.7.6 Trip fuel is defined as the fuel used during engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing and manoeuvre as
      defined in paragraphs 3.7.2 to 3.7.5 above. Stage distance is defined as
      the distance covered during climb, cruise and descent as described in
      paragraph 3.7.4 above.

3.7.7 At the end of approach and landing 14,800 lb of usable fuel will remain in
      the tanks. This represents the estimated fuel required for:

      1)    En-route reserves: 4% of trip time representing use of re-dispatch
            procedures

      2)    Missed approach at destination

      3)    Diversion in ISA+10 degrees C conditions over a still air distance
            of 150 nautical miles starting and ending at 1,500 ft pressure
            altitude and using long range procedures

      4)    Holding for 30 minutes at 1,500 ft pressure altitude in
            ISA+10 degrees C conditions

      5)    An allowance of fuel for approach and landing at alternate airport

                                                                        LA 8A-11
***Confidential Treatment Requested
AWE/USA - A350
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

3.8   Mission fuel burn: PHL - NRT

      In carrying a fixed Usable Load of 120,290 lb over a still air stage
      distance of 6,542 nautical miles (representative of PHL to NRT mission
      with a 38 knots headwind) the trip fuel burnt when operated under the
      conditions defined in paragraphs 3.7.1 to 3.7.7 inclusive above will be
      not more than a guaranteed value of [...***...] and the block time will
      not be more than a guaranteed value of [...***...]. Block time is defined
      as the time for engine start-up and taxi-out, take-off, climb, cruise,
      descent, approach and landing as defined in paragraphs 3.7.2 to 3.7.5
      above.

3.9   Mission Usable Load: PHX - NRT (41 degrees C at PHX)

      The A350-800 Aircraft will be capable of carrying a guaranteed Usable Load
      of not less than [...***...] over a still air stage
      distance of 5,971 nautical miles (representative of PHX to NRT mission
      with a 67 knots headwind) when operated under the conditions defined
      below:

3.9.1 The departure airport conditions (representative of PHX runway 26) are as
      defined in paragraph 2.3.3 above (ambient temperature of 41 degrees C).
      The destination airport conditions are such to allow the required Landing
      Weight to be used without any restriction. Pressure altitude is 139 ft.

3.9.2 An allowance of 570 lb of fuel and 9 minutes is considered for engine
      start-up and taxi-out.

3.9.3 An allowance of 1,730 lb of fuel and 3 minutes is included for take-off
      and climb to 2,635 ft pressure altitude with acceleration to climb speed
      at a temperature of 38 degrees C. No credit is taken for the distance
      covered in these segments.

3.9.4 Climb from 2,635 ft pressure altitude up to cruise altitude using maximum
      climb thrust, cruise at a fixed Mach number of M=0.82 at pressure
      altitudes of 35,000 ft and 39,000 ft and descent to 1,639 ft pressure
      altitude are conducted in ISA+10 degrees C conditions.

      Climb and descent speeds below 10,000 ft will be 250 knots CAS. A wind
      component of 70% of cruise wind has been considered during climb and
      descent.

3.9.5 An allowance of 420 lb of fuel and 4 minutes is considered for approach
      and landing at the destination airport. No credit is taken for the
      distance covered in these segments.

3.9.6 Trip fuel is defined as the fuel used during engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing and manoeuvre as
      defined in paragraphs 3.9.2 to 3.9.5 above. Stage distance is defined as
      the distance covered during climb, cruise and descent as described in
      paragraph 3.9.4 above.

                                                                        LA 8A-12
***Confidential Treatment Requested
AWE/USA - A350
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

3.9.7 At the end of approach and landing 13,460 lb of usable fuel will remain in
      the tanks. This represents the estimated fuel required for:

      1)    En-route reserves: 4% of trip time representing use of re-dispatch
            procedures

      2)    Missed approach at destination

      3)    Diversion in ISA+10 degrees C conditions over a still air distance
            of 150 nautical miles starting and ending at 1,500 ft pressure
            altitude and using long range procedures

      4)    Holding for 30 minutes at 1,500 ft pressure altitude in ISA+10
            degrees C conditions

      5)    An allowance of fuel for approach and landing at alternate airport

3.10  Mission fuel burn: PHX - NRT (41 degrees C at PHX)

      In carrying a fixed Usable Load of 93,790 lb over a still air stage
      distance of 5,971 nautical miles (representative of PHX to NRT mission
      with a 67 knots headwind) the trip fuel burnt when operated under the
      conditions defined in paragraphs 3.9.1 to 3.9.7 inclusive above will be
      not more than a guaranteed value of [...***...] and the block time will
      not be more than a guaranteed value of [...***...]. Block time is defined
      as the time for engine start-up and taxi-out, take-off, climb, cruise,
      descent, approach and landing as defined in paragraphs 3.9.2 to 3.9.5
      above.

3.11  For the mission "Usable Load" guarantees defined in Paragraphs 3.1, 3.3,
      3.5, 3.7 and 3.9 above, the guaranteed usable loads are calculated as Zero
      Fuel Weight minus the Manufacturer's Weight Empty as defined in the
      Specification which will be derived from the weighing of the Aircraft.

4     Structural Usable Load

      The Seller guarantees that the difference between:

      -     the Maximum Zero Fuel Weight (MZFW) of the Aircraft (as defined in
            the A350-800 Standard Specification set forth in Paragraph 1) and

      -     the Manufacturer's Weight Empty (as defined in the A350-800 Standard
            Specification set forth in Paragraph 1) and which will be derived
            from the weighing of the Aircraft

      will not be less than [...***...]

      The Manufacturer's Weight Empty is subject to adjustment as defined in
      Paragraph 9.2 below.

                                                                        LA 8A-13
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<PAGE>

5     Noise

5.1   Exterior Noise

5.1.1 Noise Certification

      The A350-800 powered by GENX-1A72 engines at a MTOW of 245,000 KG and a
      MLW of 182,000 KG will meet the noise levels limits as defined in ICAO
      Annex 16, Volume I, 'A350-800 Aircraft Noise', CHAPTER 4, third edition,
      effective 11th November 1993, [...***...].

      Noise data will be obtained and evaluated in accordance with the
      requirements of ICAO Annex 16, Volume I, 'Aircraft Noise', Amendment 7,
      Chapter 4, third edition, applicable 21st March 2002, and relevant
      appendices.

5.1.2 APU Noise

      The APU of the A350-800 will comply with the noise limits as defined in
      ICAO Annex 16, Vol. 1, Chapter 9, Attachment C, third edition, effective
      11th November 1993.

5.2   Interior Noise

5.2.1 Interior Noise in Flight

5.2.1.1 Cockpit Noise

      At a pressure altitude of 35000 feet and a true Mach number of 0.82 in
      straight and level flight in still air under ISA conditions, the
      guaranteed A-weighted Sound Pressure Level (SPL) and the Speech
      Interference Level (SIL) will not exceed the following values:

<TABLE>
<CAPTION>
                                      Guarantee
<S>                                   <C>
SPL dB(A)                                [...***...]
SIL dB                                   [...***...]
</TABLE>

      Noise levels will be measured at the Captain's and First Officer's seat
      position at head level with normal cockpit air conditioning and
      ventilation in operation.

5.2.1.2 Cabin Noise

      At a pressure altitude of 35000 feet and a true Mach number of 0.82 in
      straight and level flight in still air under ISA conditions, the
      guaranteed A-weighted Sound Pressure Level (SPL) and the Speech
      Interference Level (SIL) will not exceed the following values, considering
      leather seats are part of the cabin lay-out.


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<TABLE>
<CAPTION>
                                        Guarantee
               (a [...***...] extra is accounted for leather seats installation)
<S>             <C>
SPL dB(A)                                  [...***...]
SIL dB                                     [...***...]
</TABLE>

      Noise levels will be measured at a height of 40 inches above the passenger
      compartment floor on the aisle center lines in the passenger seated area.
      Effects on noise of Buyer Furnished Equipment and installations by or on
      behalf of the Buyers are not covered by this guarantee. The noise levels
      are provided for leather seats.

6     Emissions

      The GENX-1A72 engines will meet the emission levels for Smoke as defined
      in ICAO Annex 16, Volume II `A350-800 Aircraft Engine Emissions', Second
      Edition effective 11th November 1993, section 2.2.2.

      The GENX-1A72 engines will meet the emission levels for Unburned
      Hydrocarbons (HC), Carbon Monoxide (CO) as defined in ICAO Annex 16,
      Volume II `A350-800 Aircraft Engine Emissions', Second Edition effective
      11th November 1993, section 2.3.2.

      The GENX-1A72 engines will meet the emission levels for Oxides of Nitrogen
      (NOx) as specified in the proposed ICAO Annex 16, Volume II `A350-800
      Aircraft Engine Emissions', Second Edition effective 11th November 1993,
      Chapter 2.3.2D (CAEP/6).

      Engine emission data will be obtained and evaluated in accordance with the
      requirements of the ICAO Annex 16, Volume II `A350-800 Aircraft Engine
      Emissions', Second Edition effective 11th November 1993.

7     GUARANTEE CONDITIONS

7.1   The performance and noise certification requirements for the Aircraft,
      except where otherwise noted, will be as stated in Section 02 of the
      Specification.

7.2   For the determination of FAR take-off and landing performance a hard dry
      level runway surface with no runway strength limitations, no line-up
      allowances, no obstacles, zero wind, atmosphere according to ISA, except
      as otherwise noted, and the use of centre of gravity positions, speed
      brakes, flaps, landing gear and engines in the conditions liable to
      provide the best results will be assumed.


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<PAGE>

7.2.1 When establishing take-off and second segment performance no air will be
      bled from the engines for cabin air conditioning or anti-icing.

7.3   The en-route one engine inoperative climb performance will be established
      with the amount of engine air bleed associated with the maximum cabin
      altitude as specified in Section 21 of the Specification and an average
      ventilation rate not less than the amount defined in the Specification but
      no air will be bled from the engines for anti-icing.

7.4   Climb, cruise and descent performance associated with the Guarantees will
      include allowances for normal electrical load and for normal engine air
      bleed and power extraction associated with cabin differential pressure as
      defined in Section 21-30.31 of the Specification. Cabin air conditioning
      management during performance demonstration as described in Subparagraph
      8.3 below may be such as to optimise the Aircraft performance while
      meeting the normal air conditioning requirements defined above. Unless
      otherwise stated no air will be bled from the engines for anti-icing.

      Cruise performance at 20,000 ft and above is based on a centre of gravity
      position of 34% MAC.

7.5   The engines will be operated using not more than the engine manufacturer's
      maximum recommended outputs for take-off, maximum go-round, maximum
      continuous, maximum climb and cruise for normal operation unless otherwise
      stated.

7.6   Where applicable the Guarantees assume the use of an approved fuel having
      a density of 6.7 lb per US gallon and a lower heating value of 18,590 BTU
      per lb.

7.7   Speech Interference Level (SIL) is defined as the arithmetic average of
      the sound pressure levels in the 1000, 2000 and 4000 Hz octave bands.
      A-Weighted sound pressure level (dB(A)) is as defined in the American
      National Standard Specification ANSI.4-1971.

7.8   All guaranteed interior noise levels refer to an A350-800 Aircraft with
      standard acoustic insulation and an interior completely furnished. The
      effect of Buyer Furnished Equipment other than leather passenger seats
      (leather seats or acoustically equivalent) will be the responsibility of
      the Buyers (Remark: Standard seats tend to decrease interior noise levels
      by 1-2 dB)

7.9   For purposes of the sound levels guaranteed in Clause 5.2.1.2 of this
      Letter Agreement, the APU and air conditioning system will be operating.
      Sound level measurements may be made at the prevailing ambient temperature
      with the air conditioning packs controlled to approximate air conditioning
      machinery rotational speed appropriate to an ambient temperature of 25C.

                                                                        LA 8A-16
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<PAGE>

8     GUARANTEE COMPLIANCE

8.1   Compliance with the Guarantees will be demonstrated using operating
      procedures and limitations in accordance with those defined by the
      certifying Airworthiness Authority and by the Seller unless otherwise
      stated.

8.2   Compliance with the take-off, second segment, en-route one engine
      inoperative, approach climb and landing elements of the Guarantees will be
      demonstrated with reference to the approved Flight Manual.

8.3   Compliance with those parts of the Guarantees defined in paragraph 2 and 3
      above not covered by the requirements of the certifying Airworthiness
      Authority will be demonstrated by calculation based on data obtained
      during flight tests conducted on one (or more, at the Seller's discretion)
      aircraft of the same aerodynamic configuration as the Aircraft and
      incorporated in the In-Flight Performance Program and data bases ("the
      IFP") appropriate to the Aircraft.

8.4   Compliance with the Structure Usable Load guarantee defined in Paragraph 4
      will be demonstrated with reference to a weight compliance report.

8.5   The approved A350-800 Aircraft flight manual will be used to demonstrate
      compliance with the guarantees of certification noise levels.

8.6   Compliance with the APU noise and interior noise guarantees will be
      demonstrated with reference to noise surveys conducted on one (or more, at
      the Seller's discretion) A350-800 Aircraft of an acoustically equivalent
      standard to those A350-800 Aircraft purchased by the Buyers.

8.7   Data derived from flight tests and noise surveys will be adjusted as
      required using conventional methods of correction, interpolation or
      extrapolation in accordance with established aeronautical practices to
      show compliance with the Guarantees.

8.8   Compliance with the emission guarantee will be demonstrated by reference
      to the ICAO Aircraft Engine Exhaust Emissions Databank entry for the
      GEnx-1A72 engine.

8.9   Compliance with the Guarantees is not contingent on engine performance
      defined in the engine manufacturer's specification.

8.10  The Seller undertakes to furnish the Buyers with a report or reports
      demonstrating compliance with the Guarantees at, or as soon as possible
      after, the delivery of each of the A350-800 Aircraft.

                                                                        LA 8A-17
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<PAGE>

9     ADJUSTMENT OF GUARANTEES

9.1   In the event of any change to any law, governmental regulation or
      requirement or interpretation thereof ("rule change") by any governmental
      agency made subsequent to the date of the Agreement and such rule change
      affects the Aircraft configuration or performance or both required to
      obtain certification the Guarantees will be appropriately modified to
      reflect the effect of any such change.

9.2   The Guarantees apply to the Aircraft as described in paragraph 1 of this
      Letter Agreement and may be adjusted in the event of:

            i)    Any further configuration change which is the subject of an
                  SCN

            ii)   Variation in actual weights of items defined in Section 13-10
                  of the Specification

            iii)  Changes required to obtain certification that cause
                  modifications to the performance or weight of the A350-800
                  Aircraft

10    EXCLUSIVE GUARANTEES

      The Guarantees are exclusive and are provided in lieu of any and all other
      performance and weight guarantees of any nature which may be stated,
      referenced or incorporated in the Specification or any other document.

11    [...***...]


11.1  [...***...]


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      [...***...]

11.2  [...***...]

11.3  [...***...]

UNQUOTE

12    ASSIGNMENT

      In consideration of the assignment and subrogation by Seller under this
      Letter Agreement in favor of the Buyers in respect of Seller's rights
      against and obligations to the Manufacturer under the provisions quoted
      above, the Buyers hereby accept such assignment and subrogation and agrees
      to be bound by all of the terms, conditions and limitations therein
      contained. The Buyers and the Seller recognize and agree that, except as
      otherwise expressly provided in Clause 11 of this Letter Agreement, all
      the provisions of Clause 12 of the Agreement, including without limitation
      the Exclusivity of Warranties and General Limitations of Liability and
      Duplicate Remedies provisions therein contained, will apply to the
      foregoing performance guarantees.

      Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement
      and the rights and obligations of the Buyers hereunder will not be
      assigned or transferred in any manner without


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<PAGE>

      prior written consent of AVSA and any attempted assignment or transfer in
      contravention of the provisions of this sentence will be void and of no
      force and effect.

      This Letter Agreement 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.

                                                                        LA 8A-20
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<PAGE>

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

                              Very truly yours,

                              AVSA, S.A.R.L.

                              By:   __________________________

                              Its:  __________________________

           Accepted and Agreed

           US Airways Group, Inc.

           By:   _________________________
           Its:

           AMERICA WEST AIRLINES, Inc.

           By:   _________________________
           Its:

           US Airways Group, Inc.

           By:   _________________________
           Its:
                                                                        LA 8A-21
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<PAGE>

           *** 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

                             LETTER AGREEMENT NO. 8B

                                                        As of September 27, 2005

      US Airways Group, Inc.
      US Airways, Inc.
      America West Airlines, Inc.
      4000 East Sky Harbor Boulevard
      Phoenix, AZ 85034

      Re: A350-800 with GEnx - 1A75 Engines PERFORMANCE GUARANTEES

      Dear Ladies and Gentlemen:

      US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc.
      (the "Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an
      Airbus A350 Purchase Agreement dated as of even date herewith (the
      "Agreement"), which covers, among other things, the sale by the Seller and
      the purchase by the Buyers of certain A350-800 Aircraft, under the terms
      and conditions set forth in said Agreement. The Buyers and the Seller have
      agreed to set forth in this Letter Agreement No. 8B (the "Letter
      Agreement") certain additional terms and conditions regarding the sale of
      the A350-800 Aircraft. Capitalized terms used herein and not otherwise
      defined in this Letter Agreement will have the meanings assigned thereto
      in the Agreement. Technical and trade terms used but not defined herein or
      in the Agreement will be defined as generally accepted in the airline
      and/or aircraft manufacturing industries. The terms "herein," "hereof" and
      "hereunder" and words of similar import refer to this Letter Agreement.

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

                                                                       LA 8B - 1

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<PAGE>

      The Seller represents and warrants that the Manufacturer has provided to
      the Seller the performance, noise and weight guarantees (the "Guarantees")
      that are reproduced below between the words QUOTE and UNQUOTE, subject to
      the terms, conditions, limitations and restrictions set forth below. The
      Seller hereby assigns to the Buyers, and the Buyers hereby accept, as to
      each A350-800 Aircraft delivered to the Buyers under the Agreement, all of
      the Seller's rights and obligations with respect to such A350-800 Aircraft
      in its capacity as "Buyers" as aforesaid under the said Guarantees, and
      the Seller subrogates the Buyers into all such rights and obligations in
      respect of the A350-800 Aircraft. The Seller hereby warrants to the Buyers
      that (i) it has all requisite authority to make the foregoing assignment
      to and to effect the foregoing subrogation in favor of the Buyers, (ii)
      such assignment and subrogation are effective to confer on the Buyers all
      of the foregoing rights and obligations of the Seller, (iii) the
      provisions so assigned are in full force and effect and have not been
      amended prior to the date hereof, and (iv) the Seller will not enter into
      any amendment of the provisions so assigned without the prior written
      consent of the Buyers.

QUOTE

1     AIRCRAFT CONFIGURATION

1.1   The Guarantees defined below are applicable to the A350-800 Aircraft
      powered by General Electric GEnx-1A75 engines, as described in the
      Standard Specification Ref. G.000.08000 Issue B dated 30th June 2005,
      without taking into account any further changes thereto as provided in the
      Agreement, herein after referred as "the Specification" without taking
      into account any further changes thereto as provided in the Agreement.

2     GUARANTEED PERFORMANCE

2.1   Take-off Field Length

      FAR take-off field length ("TOFL") at an Aircraft gross weight of 540,133
      lb (245,000 kg) at the start of Take-Off Distance Available (TODA) at Sea
      Level pressure altitude in ISA+15(degrees)C conditions will be not more
      than a guaranteed value of [...***...].

2.2   Second Segment Climb

      The Aircraft will meet FAR 25 regulations for one engine inoperative climb
      after take-off, undercarriage retracted, at a weight corresponding to the
      stated weight at the start of ground run, at the altitude and temperature,
      and in the configuration of flap angle and safety speed required to comply
      with the performance guaranteed in paragraph 2.1 and 2.3.

                                                                       LA 8B - 2
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2.3   Take-off Weight

2.3.1 When operated under the following conditions (representative of FRA 25R)

       Pressure altitude                                     : 364 ft
       Ambient temperature                                   : 24 degrees C
       Take-off run available                                : 13,123 ft
       Take-off distance available                           : 13,123 ft
       Accelerate-stop distance available                    : 13,123 ft
       Slope                                                 : -0.26% (downhill)
       Wind                                                  : Zero
       Line-up allowance TOD                                 : 80 ft
       Line-up allowance ASD                                 : 153 ft
       Obstacles (Height/Distance above/fromstart of TODA)   :-28ft/13,488ft
                                                              -23ft/13,980ft
                                                              -21ft/14,236ft
                                                               59ft/17,388ft
                                                               60ft/17,598ft
                                                               61ft/17,795ft
                                                               62ft/18,035ft
                                                               65ft/18,848ft
                                                               67ft/19,918ft
                                                               76ft/23,402ft

      the maximum permissible take-off weight at the start of Take-off Distance
      Available will be not less than a guaranteed value of 540,133 lb (Max
      Structural)

2.3.2 When operated under the following conditions (representative of PHL 27L)

       Pressure altitude                                       : 10 ft
       Ambient temperature                                     : 30(degrees)C
       Take-off run available                                  : 10,506 ft
       Take-off distance available                             : 10,506 ft
       Accelerate-stop distance available                      : 10,506 ft
       Slope                                                   : 0.11% (uphill)
       Wind                                                    : Zero
       Line-up allowance TOD                                   : 80 ft
       Line-up allowance ASD                                   : 153 ft
       Obstacles (Height/Distance above/from start of TODA):     33ft/11,312ft
                                                                 38ft/12,036ft

                                                                       LA 8B - 4

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      the maximum permissible take-off weight at the start of Take-off Distance
      Available will be not less than a guaranteed value of [...***...].

2.3.3 When operated under the following conditions (representative of PHX 26)

       Pressure altitude                                     : 1,135 ft
       Take-off run available                                : 11,490 ft
       Take-off distance available                           : 11,490 ft
       Accelerate-stop distance available                    : 11,490 ft
       Slope                                                 : -0.21% (downhill)
       Wind                                                  : Zero
       Line-up allowance TOD                                 : 80 ft
       Line-up allowance ASD                                 : 153 ft
       Obstacles (Height/Distance above/from start of TODA)  : -13ft/12,506ft
                                                               -5ft/12,852ft
                                                                36ft/13,792ft
                                                                42ft/14,510ft
                                                               195ft/22,434ft

      the maximum permissible take-off weight at the start of Take-off Distance
      Available will be not less than a guaranteed value of

Ambient temperature of 41(degrees)C:     [...***...]

Ambient temperature of 46(degrees)C:     [...***...]

2.3.4 When operated under the following conditions (representative of TLV 26)

       Pressure altitude                                     : 135 ft
       Ambient temperature                                   : 32 degrees C
       Take-off run available                                : 11,998 ft
       Take-off distance available                           : 12,392 ft
       Accelerate-stop distance available                    : 12,293 ft
       Slope                                                 : -0.32% (downhill)
       Wind                                                  : Zero
       Line-up allowance TOD                                 : 80 ft
       Line-up allowance ASD                                 : 153 ft
       Obstacles (Height/Distance above/from start of TODA)  : none

      the maximum permissible take-off weight at the start of Take-off Distance
      Available will be not less than a guaranteed value of [...***...].


***Confidential Treatment Requested


                                                                       LA 8B - 4

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2.3.5 When operated under the following conditions (representative of NRT 34L)

       Pressure altitude                                     : 139 ft
       Ambient temperature                                   : 29 degrees C
       Take-off run available                                : 13,123 ft
       Take-off distance available                           : 13,123 ft
       Accelerate-stop distance available                    : 13,123 ft
       Slope                                                 : -0.07% (downhill)
       Wind                                                  : Zero
       Line-up allowance TOD                                 : 80 ft
       Line-up allowance ASD                                 : 153 ft
       Obstacles (Height/Distance above/from start of TODA)  : -2ft/13,905ft
                                                               4ft/14,541ft
                                                               8ft/14,780ft
                                                               25ft/15,892ft
                                                               28ft/16,030ft
                                                               29ft/16,269ft
                                                               30ft/16,303ft
                                                               32ft/16,967ft
                                                               53ft/18,187ft
                                                               57ft/19,378ft
                                                               65ft/20,659ft

      the maximum permissible take-off weight at the start of Take-off Distance
      Available will be not less than a guaranteed value of [...***...]

2.4   Landing Field Length

      FAR certified dry landing field length ("LFL") at an Aircraft gross weight
      of 401,241 lb (182,000 kg) at Sea Level pressure altitude will not be more
      than a guaranteed value of [...***...].

2.5   En-route One Engine Inoperative

      The A350-800 Aircraft will meet the FAR regulations minimum en-route climb
      one engine inoperative and the other operating at the maximum continuous
      thrust with anti-icing off at an A350-800Aircraft gross weight of 500,000
      lb in the cruise configuration in ISA+10C conditions at a guaranteed
      pressure altitude of not less than [...***...]


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2.6   Approach Climb

2.6.1 The A350-800 Aircraft will meet FAR regulations approach climb gradient
      one engine inoperative and the other operating at the maximum go-round
      thrust with air conditioning on and anti-icing off at sea level pressure
      altitude at an A350-800 Aircraft gross weight of 401,241 lb at a
      temperature of not less than the guarantee value of [...***...].

2.6.2 The A350-800 Aircraft will meet FAR regulations approach climb gradient
      one engine inoperative and the other operating at the maximum go-round
      thrust with air conditioning on and anti-icing off at a pressure altitude
      of 5,000 feet at an A350-800 Aircraft gross weight of 401,241 lb at a
      temperature of not less than the guarantee value of [...***...] and a
      nominal value of [...***...].

2.7   Specific Range

      The nautical miles per pound of fuel at an A350-800 Aircraft gross weight
      of 500,000 lb at a pressure altitude of 33,000 ft in ISA+10C conditions at
      a true Mach number of 0.82 will not be less than a guaranteed value of
      [...***...].

      The nautical miles per pound of fuel at an A350-800 Aircraft gross weight
      of 490,000 lb at a pressure altitude of 35,000 ft in ISA+10C conditions at
      a true Mach number of 0.82 will not be less than a guaranteed value of
      [...***...].

      The nautical miles per pound of fuel at an A350-800 Aircraft gross weight
      of 480,000 lb at a pressure altitude of 33,000 ft in ISA+10C conditions at
      a true Mach number of 0.84 will not be less than a guaranteed value of
      [...***...].

      The nautical miles per pound of fuel at an A350-800 Aircraft gross weight
      of 470,000 lb at a pressure altitude of 35,000 ft in ISA+10C conditions at
      a true Mach number of 0.84 will not be less than a guaranteed value of
      [...***...].

2.8   Initial Cruise Altitude

      At an A350-800 gross weight of 527,000 lb (representing the estimated
      weight at start of cruise following a take-off at sea level at Maximum
      Take-off Weight) in ISA+10C conditions the pressure altitude for:

            1.    Level flight at a true Mach number of 0.82 using a thrust not
                  exceeding maximum cruise thrust

            2.    A rate of climb of not less than then 300 ft/min at a true
                  Mach number of 0.82 using a


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                  thrust not exceeding maximum climb thrust

            3.    A buffet maneuver margin of not less than 0.3g at a true Mach
                  number of 0.82 will be not less than [...***...].

2.9   Speed

      Level flight speed at an A350-800 Aircraft gross weight of 527,000 lb at a
      pressure altitude of 35,000 ft in ISA+10C conditions using a thrust not
      exceeding maximum cruise thrust will be not less than a guaranteed true
      Mach number of [...***...].

3     MISSION GUARANTEES

3.1   Mission Usable Load: TLV - PHL

      The A350-800 Aircraft will be capable of carrying a guaranteed Usable Load
      (as defined in Paragraph 3.11 below) of not less than [...***...] over a
      still air stage distance of 5,849 nautical miles (representative of TLV to
      PHL mission with a 58 knots headwind) when operated under the conditions
      defined below:

3.1.1 The departure airport conditions are such to allow the required Takeoff
      Weight to be used without any restriction. Pressure altitude is 135 ft.

      The destination airport conditions are such to allow the required Landing
      Weight to be used without any restriction. Pressure altitude is 10 ft.

3.1.2 An allowance of 570 lb of fuel and 9 minutes is considered for engine
      start-up and taxi-out.

3.1.3 An allowance of 1,840 lb of fuel and 3 minutes is included for take-off
      and climb to 1,635 ft pressure altitude with acceleration to climb speed
      at a temperature of 29 degrees C. No credit is taken for the distance
      covered in these segments.

3.1.4 Climb from 1,635 ft pressure altitude up to cruise altitude using maximum
      climb thrust, cruise at a fixed Mach number of M=0.82 at pressure
      altitudes of 31,000 ft, 35,000 ft and 39,000 ft and descent to 1,510 ft
      pressure altitude are conducted in ISA+10 degrees C conditions.

      Climb and descent speeds below 10,000 ft will be 250 knots CAS. A wind
      component of 70% of cruise wind has been considered during climb and
      descent.

3.1.5 An allowance of 430 lb of fuel and 4 minutes is considered for approach
      and landing at the destination airport. No credit is taken for the
      distance covered in these segments.

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3.1.6 Trip fuel is defined as the fuel used during engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing as defined in
      paragraphs 3.1.2 to 3.1.5 above.

      Stage distance is defined as the distance covered during climb, cruise and
      descent as described in paragraph 3.1.4 above.

3.1.7 At the end of approach and landing 14,800 lb of usable fuel will remain in
      the tanks.

      This represents the estimated fuel required for:

      1)    En-route reserves: 4% of trip time representing use of re-dispatch
            procedures

      2)    Missed approach at destination

      3)    Diversion in ISA+10 degrees C conditions over a still air distance
            of 150 nautical miles starting and ending at 1,500 ft pressure
             altitude and using long range procedures

      4)    Holding for 30 minutes at 1,500 ft pressure altitude in
            ISA+10 degrees C conditions

      5)    An allowance of fuel for approach and landing at alternate airport

3.2   Mission fuel burn: TLV - PHL

      In carrying a fixed Usable Load of 136,780 lb over a still air stage
      distance of 5,849 nautical miles (representative of TLV to PHL mission
      with a 58 knots headwind) the trip fuel burnt when operated under the
      conditions defined in paragraphs 3.1.1 to 3.1.7 inclusive above will be
      not more than a guaranteed value of [...***...] and the block time will
      not be more than a guaranteed value of [...***...].

      Block time is defined as the time for engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing as defined in
      paragraphs 3.1.2 to 3.1.5 above.

3.3   Mission Usable Load: FRA - PHX

      The A350-800 Aircraft will be capable of carrying a guaranteed Usable Load
      of not less than [...***...] over a still air stage distance of 5,482
      nautical miles (representative of FRA to PHX mission with a 40 knots
      headwind) when operated under the conditions defined below:

3.3.1 The departure airport conditions are such to allow the required Takeoff
      Weight to be used without any restriction. Pressure altitude is 364 ft.

      The destination airport conditions are such to allow the required Landing
      Weight to be used without any restriction. Pressure altitude is 1,135 ft.

3.3.2 An allowance of 570 lb of fuel and 9 minutes is considered for engine
      start-up and taxi-out.

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3.3.3 An allowance of 1,750 lb of fuel and 3 minutes is included for take-off
      and climb to 1,864 ft pressure altitude with acceleration to climb speed
      at a temperature of 21 degrees C. No credit is taken for the distance
      covered in these segments.

3.3.4 Climb from 1,864 ft pressure altitude up to cruise altitude using maximum
      climb thrust, cruise at a fixed Mach number of M=0.82 at pressure
      altitudes of 31,000 ft, 35,000 ft and 39,000 ft and descent to 2,635 ft
      pressure altitude are conducted in ISA+10 degrees C conditions.

      Climb and descent speeds below 10,000 ft will be 250 knots CAS. A wind
      component of 70% of cruise wind has been considered during climb and
      descent.

3.3.5 An allowance of 440 lb of fuel and 4 minutes is considered for approach
      and landing at the destination airport. No credit is taken for the
      distance covered in these segments.

3.3.6 Trip fuel is defined as the fuel used during engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing and manoeuvre as
      defined in paragraphs 3.3.2 to 3.3.5 above.

      Stage distance is defined as the distance covered during climb, cruise and
      descent as described in paragraph 3.3.4 above.

3.3.7 At the end of approach and landing 14,600 lb of usable fuel will remain in
      the tanks.

      This represents the estimated fuel required for:

      1)    En-route reserves: 4% of trip time representing use of re-dispatch
            procedures

      2)    Missed approach at destination

      3)    Diversion in ISA+10 degrees C conditions over a still air distance
            of 150 nautical miles starting and ending at 1,500 ft pressure
            altitude and using long range procedures

      4)    Holding for 30 minutes at 1,500 ft pressure altitude in
            ISA+10 degrees C conditions

      5)    An allowance of fuel for approach and landing at alternate airport

3.4   Mission fuel burn: FRA - PHX

      In carrying a fixed Usable Load of 140,630 lb over a still air stage
      distance of 5,482 nautical miles (representative of FRA to PHX mission
      with a 40 knots headwind) the trip fuel burnt when operated under the
      conditions defined in paragraphs 3.3.1 to 3.3.7 inclusive above will be
      not more than a guaranteed value of [...***...] and the block time will
      not be more than a guaranteed value of [...***...]. Block time is defined
      as the time for engine start-up and taxi-out, take-off, climb, cruise,
      descent, approach and landing as defined in paragraphs 3.3.2 to 3.3.5
      above.

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3.5   Mission Usable Load: PHX - FRA (41 degrees C at PHX)

      The A350-800 Aircraft will be capable of carrying a guaranteed Usable Load
      of not less than [...***...] over a still air stage distance of 4,980
      nautical miles (representative of PHX to FRA mission with a 5 knots
      tailwind) when operated under the conditions defined below:

3.5.1 The departure airport conditions (representative of PHX runway 26) are as
      defined in paragraph 2.3.3 above (ambient temperature of 41 degrees C).

      The destination airport conditions are such to allow the required Landing
      Weight to be used without any restriction. Pressure altitude is 364 ft.

3.5.2 An allowance of 570 lb of fuel and 9 minutes is considered for engine
      start-up and taxi-out.

3.5.3 An allowance of 1,800 lb of fuel and 3 minutes is included for take-off
      and climb to 2,635 ft pressure altitude with acceleration to climb speed
      at a temperature of 38 degrees C. No credit is taken for the distance
      covered in these segments.

3.5.4 Climb from 2,635 ft pressure altitude up to cruise altitude using maximum
      climb thrust, cruise at a fixed Mach number of M=0.82 at pressure
      altitudes of 33,000 ft, 37,000 ft and 41,000 ft and descent to 1,864 ft
      pressure altitude are conducted in ISA+10 degrees C conditions.

      Climb and descent speeds below 10,000 ft will be 250 knots CAS. A wind
      component of 70% of cruise wind has been considered during climb and
      descent.

3.5.5 An allowance of 415 lb of fuel and 4 minutes is considered for approach
      and landing at the destination airport. No credit is taken for the
      distance covered in these segments.

3.5.6 Trip fuel is defined as the fuel used during engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing and manoeuvre as
      defined in paragraphs 3.5.2 to 3.5.5 above.

      Stage distance is defined as the distance covered during climb, cruise and
      descent as described in paragraph 3.5.4 above.

3.5.7 At the end of approach and landing 13,650 lb of usable fuel will remain in
      the tanks.

      This represents the estimated fuel required for:

      1)    En-route reserves: 4% of trip time representing use of re-dispatch
            procedures

      2)    Missed approach at destination

      3)    Diversion in ISA+10 degrees C conditions over a still air distance
            of 150 nautical miles starting and ending at 1,500 ft pressure
            altitude and using long range procedures

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      4)    Holding for 30 minutes at 1,500 ft pressure altitude in
            ISA+10 degrees C conditions

      5)    An allowance of fuel for approach and landing at alternate airport

3.6   Mission fuel burn: PHX - FRA (41 degrees C at PHX)

      In carrying a fixed Usable Load of 123,470 lb over a still air stage
      distance of 4,980 nautical miles (representative of PHX to FRA mission
      with a 5 knots tailwind) the trip fuel burnt when operated under the
      conditions defined in paragraphs 3.5.1 to 3.5.7 inclusive above will be
      not more than a guaranteed value of [...***...] and the block time will
      not be more than a guaranteed value of [...***...]. Block time is defined
      as the time for engine start-up and taxi-out, take-off, climb, cruise,
      descent, approach and landing as defined in paragraphs 3.5.2 to 3.5.5
      above.

3.7   Mission Usable Load: PHL - NRT

      The A350-800 Aircraft will be capable of carrying a guaranteed Usable Load
      of not less than [...***...] over a still air stage distance of 6,542
      nautical miles (representative of PHL to NRT mission with a 38 knots
      headwind) when operated under the conditions defined below:

3.7.1 The departure airport conditions (representative of PHL runway 27L) are as
      defined in paragraph 2.3.2 above.

      The destination airport conditions are such to allow the required Landing
      Weight to be used without any restriction. Pressure altitude is 139 ft.

3.7.2 An allowance of 570 lb of fuel and 9 minutes is considered for engine
      start-up and taxi-out.

3.7.3 An allowance of 1,810 lb of fuel and 3 minutes is included for take-off
      and climb to 1,510 ft pressure altitude with acceleration to climb speed
      at a temperature of 27 degrees C. No credit is taken for the distance
      covered in these segments.

3.7.4 Climb from 1,510 ft pressure altitude up to cruise altitude using maximum
      climb thrust, cruise at a fixed Mach number of M=0.82 at pressure
      altitudes of 31,000 ft, 35,000 ft and 39,000 ft and descent to 1,639 ft
      pressure altitude are conducted in ISA+10 degrees C conditions.

      Climb and descent speeds below 10,000 ft will be 250 knots CAS. A wind
      component of 70% of cruise wind has been considered during climb and
      descent.

3.7.5 An allowance of 420 lb of fuel and 4 minutes is considered for approach
      and landing at the destination airport. No credit is taken for the
      distance covered in these segments.

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3.7.6 Trip fuel is defined as the fuel used during engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing and manoeuvre as
      defined in paragraphs 3.7.2 to 3.7.5 above. Stage distance is defined as
      the distance covered during climb, cruise and descent as described in
      paragraph 3.7.4 above.

3.7.7 At the end of approach and landing 14,850 lb of usable fuel will remain in
      the tanks.

      This represents the estimated fuel required for:

      1)    En-route reserves: 4% of trip time representing use of re-dispatch
            procedures

      2)    Missed approach at destination

      3)    Diversion in ISA+10 degrees C conditions over a still air distance
            of 150 nautical miles starting and ending at 1,500 ft pressure
            altitude and using long range procedures

      4)    Holding for 30 minutes at 1,500 ft pressure altitude in
            ISA+10 degrees C conditions

      5)    An allowance of fuel for approach and landing at alternate airport

3.8   Mission fuel burn: PHL - NRT

      In carrying a fixed Usable Load of 121,920 lb over a still air stage
      distance of 6,542 nautical miles (representative of PHL to NRT mission
      with a 38 knots headwind) the trip fuel burnt when operated under the
      conditions defined in paragraphs 3.7.1 to 3.7.7 inclusive above will be
      not more than a guaranteed value of [...***...] and the block time will
      not be more than a guaranteed value of [...***...]. Block time is defined
      as the time for engine start-up and taxi-out, take-off, climb, cruise,
      descent, approach and landing as defined in paragraphs 3.7.2 to 3.7.5
      above.

3.9   Mission Usable Load: PHX - NRT (41 degrees C at PHX)

      The A350-800 Aircraft will be capable of carrying a guaranteed Usable Load
      of not less than [...***...] over a still air stage distance of 5,971
      nautical miles (representative of PHX to NRT mission with a 67 knots
      headwind) when operated under the conditions defined below:

3.9.1 The departure airport conditions (representative of PHX runway 26) are as
      defined in paragraph 2.3.3 above (ambient temperature of 41 degrees C).

      The destination airport conditions are such to allow the required Landing
      Weight to be used without any restriction. Pressure altitude is 139 ft.

3.9.2 An allowance of 570 lb of fuel and 9 minutes is considered for engine
      start-up and taxi-out.

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3.9.3 An allowance of 1,790 lb of fuel and 3 minutes is included for take-off
      and climb to 2,635 ft pressure altitude with acceleration to climb speed
      at a temperature of 38 degrees C. No credit is taken for the distance
      covered in these segments.

3.9.4 Climb from 2,635 ft pressure altitude up to cruise altitude using maximum
      climb thrust, cruise at a fixed Mach number of M=0.82 at pressure
      altitudes of 35,000 ft and 39,000 ft and descent to 1,639 ft pressure
      altitude are conducted in ISA+10 degrees C conditions.

      Climb and descent speeds below 10,000 ft will be 250 knots CAS. A wind
      component of 70% of cruise wind has been considered during climb and
      descent.

3.9.5 An allowance of 420 lb of fuel and 4 minutes is considered for approach
      and landing at the destination airport. No credit is taken for the
      distance covered in these segments.

3.9.6 Trip fuel is defined as the fuel used during engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing and manoeuvre as
      defined in paragraphs 3.9.2 to 3.9.5 above. Stage distance is defined as
      the distance covered during climb, cruise and descent as described in
      paragraph 3.9.4 above.

3.9.7 At the end of approach and landing 13,740 lb of usable fuel will remain in
      the tanks.

      This represents the estimated fuel required for:

      1)    En-route reserves: 4% of trip time representing use of re-dispatch
            procedures

      2)    Missed approach at destination

      3)    Diversion in ISA+10 degrees C conditions over a still air distance
            of 150 nautical miles starting and ending at 1,500 ft pressure
            altitude and using long range procedures

      4)    Holding for 30 minutes at 1,500 ft pressure altitude in
            ISA+10 degrees C conditions

      5)    An allowance of fuel for approach and landing at alternate airport

3.10  Mission fuel burn: PHX - NRT (41 degrees C at PHX)

      In carrying a fixed Usable Load of 103,440 lb over a still air stage
      distance of 5,971 nautical miles (representative of PHX to NRT mission
      with a 67 knots headwind) the trip fuel burnt when operated under the
      conditions defined in paragraphs 3.9.1 to 3.9.7 inclusive above will be
      not more than a guaranteed value of [...***...] and the block time will
      not be more than a guaranteed value of [...***...].

      Block time is defined as the time for engine start-up and taxi-out,
      take-off, climb, cruise, descent, approach and landing as defined in
      paragraphs 3.9.2 to 3.9.5 above.

3.11  For the mission usable load guarantees defined in Paragraphs 3.1, 3.3,
      3.5, 3.7 and 3.9 above the guaranteed usable loads are calculated as Zero
      Fuel Weight minus the Manufacturer's

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      Weight Empty as defined in the Specification which will be derived from
      the weighing of the Aircraft.

4     Structural Usable Load

      The Seller guarantees that the difference between:

      -     the Maximum Zero Fuel Weight (MZFW) of the Aircraft (as defined in
            the A350-800 Standard Specification set forth in Paragraph 1)

            and

      -     the Manufacturer's Weight Empty (as defined in the A350-800 Standard
            Specification set forth in Paragraph 1) and which will be derived
            from the weighing of the Aircraft

      will not be less than [...***...]

      The Manufacturer's Weight Empty is subject to adjustment as defined in
      Paragraph 9.2 below.

5     Noise

5.1   Exterior Noise

5.1.1 Noise Certification

      The A350-800 powered by GENX-1A75 engines at a MTOW of 245,000 KG and a
      MLW of 182,000 KG will meet the noise levels limits as defined in ICAO
      Annex 16, Volume I, 'A350-800 Aircraft Noise', CHAPTER 4, third edition,
      effective 11th November 1993, [...***...].

      Noise data will be obtained and evaluated in accordance with the
      requirements of ICAO Annex 16, Volume I, 'Aircraft Noise', Amendment 7,
      Chapter 4, third edition, applicable 21st March 2002, and relevant
      appendices.

5.1.2 APU Noise

      The APU of the A350-800 will comply with the noise limits as defined in
      ICAO Annex 16, Vol. 1, Chapter 9, Attachment C, third edition, effective
      11th November 1993.

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5.2   Interior Noise

5.2.1 Interior Noise in Flight

5.2.1.1 Cockpit Noise

      At a pressure altitude of 35000 feet and a true Mach number of 0.82 in
      straight and level flight in still air under ISA conditions, the
      guaranteed A-weighted Sound Pressure Level (SPL) and the Speech
      Interference Level (SIL) will not exceed the following values:

<TABLE>
<CAPTION>
                                Guarantee
                                ----------
<S>                             <C>
SPL dB(A)                       [...***...]
SIL dB                          [...***...]
</TABLE>

      Noise levels will be measured at the Captain's and First Officer's seat
      position at head level with normal cockpit air conditioning and
      ventilation in operation.

5.2.1.2 Cabin Noise

      At a pressure altitude of 35000 feet and a true Mach number of 0.82 in
      straight and level flight in still air under ISA conditions, the
      guaranteed A-weighted Sound Pressure Level (SPL) and the Speech
      Interference Level (SIL) will not exceed the following values, considering
      leather seats are part of the cabin lay-out.

<TABLE>
<CAPTION>
                                                  Guarantee
                      (a [...***...] extra is accounted for leather seats installation)
                      -----------------------------------------------------------------
<S>                   <C>
SPL dB(A)                                         [...***...]
IL dB                                             [...***...]
</TABLE>

      Noise levels will be measured at a height of 40 inches above the passenger
      compartment floor on the aisle center lines in the passenger seated area.
      Effects on noise of Buyer Furnished Equipment and installations by or on
      behalf of the Buyers are not covered by this guarantee. The noise levels
      are provided for leather seats.

6     Emissions

      The GENX-1A75 engines will meet the emission levels for Smoke as defined
      in ICAO Annex 16, Volume II `A350-800 Aircraft Engine Emissions', Second
      Edition effective 11th November 1993, section 2.2.2.

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      The GENX-1A75 engines will meet the emission levels for Unburned
      Hydrocarbons (HC), Carbon Monoxide (CO) as defined in ICAO Annex 16,
      Volume II `A350-800 Aircraft Engine Emissions', Second Edition effective
      11th November 1993, section 2.3.2.

      The GENX-1A75 engines will meet the emission levels for Oxides of Nitrogen
      (NOx) as specified in the proposed ICAO Annex 16, Volume II `A350-800
      Aircraft Engine Emissions', Second Edition effective 11th November 1993,
      Chapter 2.3.2D (CAEP/6).

      Engine emission data will be obtained and evaluated in accordance with the
      requirements of the ICAO Annex 16, Volume II `A350-800 Aircraft Engine
      Emissions', Second Edition effective 11th November 1993.

7     GUARANTEE CONDITIONS

7.1   The performance and noise certification requirements for the Aircraft,
      except where otherwise noted, will be as stated in Section 02 of the
      Specification.

7.2   For the determination of FAR take-off and landing performance a hard dry
      level runway surface with no runway strength limitations, no line-up
      allowances, no obstacles, zero wind, atmosphere according to ISA, except
      as otherwise noted, and the use of centre of gravity positions, speed
      brakes, flaps, landing gear and engines in the conditions liable to
      provide the best results will be assumed.

7.2.1 When establishing take-off and second segment performance no air will be
      bled from the engines for cabin air conditioning or anti-icing.

7.3   The en-route one engine inoperative climb performance will be established
      with the amount of engine air bleed associated with the maximum cabin
      altitude as specified in Section 21 of the Specification and an average
      ventilation rate not less than the amount defined in the Specification but
      no air will be bled from the engines for anti-icing.

7.4   Climb, cruise and descent performance associated with the Guarantees will
      include allowances for normal electrical load and for normal engine air
      bleed and power extraction associated with cabin differential pressure as
      defined in Section 21-30.31 of the Specification. Cabin air conditioning
      management during performance demonstration as described in Subparagraph
      8.3 below may be such as to optimise the Aircraft performance while
      meeting the normal air conditioning requirements defined above. Unless
      otherwise stated no air will be bled from the engines for anti-icing.

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      Cruise performance at 20,000 ft and above is based on a centre of gravity
      position of 34% MAC.

7.5   The engines will be operated using not more than the engine manufacturer's
      maximum recommended outputs for take-off, maximum go-round, maximum
      continuous, maximum climb and cruise for normal operation unless otherwise
      stated.

7.6   Where applicable the Guarantees assume the use of an approved fuel having
      a density of 6.7 lb per US gallon and a lower heating value of 18,590 BTU
      per lb.

7.7   Speech Interference Level (SIL) is defined as the arithmetic average of
      the sound pressure levels in the 1000, 2000 and 4000 Hz octave bands.
      A-Weighted sound pressure level (dB(A)) is as defined in the American
      National Standard Specification ANSI.4-1971.

7.8   All guaranteed interior noise levels refer to an A350-800 Aircraft with
      standard acoustic insulation and an interior completely furnished. The
      effect of Buyer Furnished Equipment other than leather passenger seats
      (leather seats or acoustically equivalent) will be the responsibility of
      the Buyers (Remark: Standard seats tend to decrease interior noise levels
      by 1-2 dB)

7.9   For purposes of the sound levels guaranteed in Clause 5.2.1.2 of this
      Letter Agreement, the APU and air conditioning system will be operating.
      Sound level measurements may be made at the prevailing ambient temperature
      with the air conditioning packs controlled to approximate air conditioning
      machinery rotational speed appropriate to an ambient temperature of 25C.

8     GUARANTEE COMPLIANCE

8.1   Compliance with the Guarantees will be demonstrated using operating
      procedures and limitations in accordance with those defined by the
      certifying Airworthiness Authority and by the Seller unless otherwise
      stated.

8.2   Compliance with the take-off, second segment, en-route one engine
      inoperative, approach climb and landing elements of the Guarantees will be
      demonstrated with reference to the approved Flight Manual.

8.3   Compliance with those parts of the Guarantees defined in paragraph 2 and 3
      above not covered by the requirements of the certifying Airworthiness
      Authority will be demonstrated by calculation based on data obtained
      during flight tests conducted on one (or more, at the Seller's discretion)
      aircraft of the same aerodynamic configuration as the Aircraft and
      incorporated in the In-Flight Performance Program and data bases ("the
      IFP") appropriate to the Aircraft.

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8.4   Compliance with the Structure Usable Load guarantee defined in Paragraph 4
      will be demonstrated with reference to a weight compliance report.

8.5   The approved A350-800 Aircraft flight manual will be used to demonstrate
      compliance with the guarantees of certification noise levels.

8.6   Compliance with the APU noise and interior noise guarantees will be
      demonstrated with reference to noise surveys conducted on one (or more, at
      the Seller's discretion) A350-800 Aircraft of an acoustically equivalent
      standard to those A350-800 Aircraft purchased by the Buyers.

8.7   Data derived from flight tests and noise surveys will be adjusted as
      required using conventional methods of correction, interpolation or
      extrapolation in accordance with established aeronautical practices to
      show compliance with the Guarantees.

8.8   Compliance with the emission guarantee will be demonstrated by reference
      to the ICAO Aircraft Engine Exhaust Emissions Databank entry for the
      GEnx-1A75 engine.

8.9   Compliance with the Guarantees is not contingent on engine performance
      defined in the engine manufacturer's specification.

8.10  The Seller undertakes to furnish the Buyers with a report or reports
      demonstrating compliance with the Guarantees at, or as soon as possible
      after, the delivery of each of the A350-800 Aircraft.

9     ADJUSTMENT OF GUARANTEES

9.1   In the event of any change to any law, governmental regulation or
      requirement or interpretation thereof ("rule change") by any governmental
      agency made subsequent to the date of the Agreement and such rule change
      affects the Aircraft configuration or performance or both required to
      obtain certification the Guarantees will be appropriately modified to
      reflect the effect of any such change.

9.2   The Guarantees apply to the Aircraft as described in paragraph 1 of this
      Letter Agreement and may be adjusted in the event of:

            i)    Any further configuration change which is the subject of an
                  SCN

            ii)   Variation in actual weights of items defined in Section 13-10
                  of the Specification

            iii)  Changes required to obtain certification that cause
                  modifications to the performance or weight of the A350-800
                  Aircraft

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10    EXCLUSIVE GUARANTEES

      The Guarantees are exclusive and are provided in lieu of any and all other
      performance and weight guarantees of any nature which may be stated,
      referenced or incorporated in the Specification or any other document.

11    [...***...]

11.1  [...***...]

11.2  [...***...]

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11.3  [...***...]

UNQUOTE

12    ASSIGNMENT

      In consideration of the assignment and subrogation by Seller under this
      Letter Agreement in favor of the Buyers in respect of Seller's rights
      against and obligations to the Manufacturer under the provisions quoted
      above, the Buyers hereby accepts such assignment and subrogation and
      agrees to be bound by all of the terms, conditions and limitations therein
      contained. The Buyers and Seller recognize and agree that, except as
      otherwise expressly provided in Clause 11 of this Letter Agreement, all
      the provisions of Clause 12 of the Agreement, including without limitation
      the Exclusivity of Warranties and General Limitations of Liability and
      Duplicate Remedies provisions therein contained, will apply to the
      foregoing performance guarantees.

      Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement
      and the rights and obligations of the Buyers hereunder will not be
      assigned or transferred in any manner without prior written consent of
      AVSA and any attempted assignment or transfer in contravention of the
      provisions of this sentence will be void and of no force and effect.
      Notwithstanding the preceding sentence, the terms of Clauses 20.1 and 20.2
      of the Agreement will apply to this Letter Agreement.

      This Letter Agreement 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.

                                         Very truly yours,

                                         AVSA, S.A.R.L.

                                         By: __________________________________

                                         Its: __________________________________

      Accepted and Agreed

      US AIRWAYS GROUP, INC.

      By: _________________________
      Its:

      AMERICA WEST AIRLINES, INC.

      By: _________________________
      Its:

      US AIRWAYS GROUP, INC.

      By: _________________________
      Its:

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            *** 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

                             LETTER AGREEMENT NO. 9

                                                        As of September 27, 2005

US Airways Group, Inc.
US Airways, Inc.
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, AZ 85034

Re: MAINTENANCE COST GUARANTEE

Dear Ladies and Gentlemen:

US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc. (the
"Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A350
Purchase Agreement dated as of even date herewith (the "Agreement"), which
covers, among other things, the sale by the Seller and the purchase by the
Buyers of certain A350 Aircraft, under the terms and conditions set forth in
said Agreement. The Buyers and the Seller have agreed to set forth in this
Letter Agreement No. 9 (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the A350 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 Agreement, that the provisions of said Agreement 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 and
this Letter Agreement have specific provisions which are inconsistent, the
specific provisions contained in this Letter Agreement will govern.

AWE/USA -A350                                                              LA9-1
                           PRIVILEGED AND CONFIDENTIAL

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The Seller represents and warrants that the Manufacturer has provided to the
Seller the maintenance cost guarantee that are reproduced below between the
words QUOTE and UNQUOTE, subject to the terms, conditions, limitations and
restrictions (including, but not limited to, the Exclusivity of Warranties and
General Limitations of Liability and Duplicate Remedies provisions) set forth
below. The Seller hereby assigns to the Buyers, and the Buyers hereby accepts,
all of the Seller's rights and obligations as the "Buyers" under the said
maintenance cost guarantees, and the Seller subrogates the Buyers to all such
rights and obligations in respect of the A350 Aircraft. The Seller hereby
warrants to the Buyers that (i) it has all requisite authority to make the
foregoing assignment to and to effect the foregoing subrogation in favor of the
Buyers, (ii) such assignment and subrogation are effective to confer on the
Buyers all of the foregoing rights and obligations of the Seller, (iii) the
provisions so assigned are in full force and effect and have not been amended
prior to the date hereof, and (iv) the Seller will not enter into any amendment
of the provisions so assigned without the prior written consent of the Buyers.

Prior to implementation of the following maintenance cost guarantee, the Buyers
will designate one Buyer who will act on behalf of the Buyers as a group, and
the Buyers will give notice to the Seller of this designation.

QUOTE

1.    SCOPE

1.1   The Seller hereby provides the Buyers with the following maintenance cost
      guarantee (the "Maintenance Cost Guarantee").

1.2   The Seller guarantees the maximum direct labor and material costs for
      parts and systems identified in Appendix 1 ("Parts and Systems"). The
      Maintenance Cost Guarantee applies to maintenance related to parts,
      subassemblies or assemblies that are scrapped in the process of
      maintaining, restoring or overhauling A350 Aircraft components categorized
      as "rotable" or "repairable" items, and does not include any indirect
      maintenance labor and material expenditures.

1.3   The Maintenance Cost Guarantee does not cover line maintenance or A
      checks, or any work related to either line maintenance or A checks
      (transit, daily and weekly checks and associated trouble-shooting and
      deferrals, etc.).

2.    DURATION

      This Maintenance Cost Guarantee covers the [...***...] period commencing
      on Delivery of the first A350-800 Aircraft, for A350-800 Aircraft, or
      A350-900 Aircraft, for A350-900 Aircraft (the "Duration").

3.    GUARANTEED DIRECT MAINTENANCE COST

3.1   Direct maintenance costs ("DMCs") are those maintenance labor and material
      costs directly expended in performing maintenance on an item or aircraft.

*** Confidential Treatment Requested

AWE/USA -A350                                                              LA9-2
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

      DMCs do not include those indirect maintenance labor and material
      expenditures which contribute to the overall maintenance operations, line
      station servicing, administration, record keeping, supervision, tooling,
      test equipment, facilities, etc.

      (DMC definition source: ATA CSDD - Common Support Data Dictionary.)

3.2   The Seller guarantees for the Duration that the Direct Maintenance Cost
      per flying hour for the maintenance, restoration, and overhaul of the
      Parts and Systems (the "Guaranteed Direct Maintenance Cost") will not
      exceed an average of:

      (i)   For the A350-800 Aircraft:

            (a)   [...***...] per flight hour for the First Computation Period
                  (as defined in Clause 6.2) (the "A350-800 First Guaranteed
                  DMC"); or

            (b)   [...***...] per flight hour for the Second Computation Period
                  (as defined in Clause 6.3) (the "A350-800 Second Guaranteed
                  DMC").

            The A350-800 First Guaranteed DMC and the A350-800 Second Guaranteed
            DMC are together the "A350-800 Guaranteed DMCs."

      (ii)  For the A350-900 Aircraft:

            (a)   [...***...] per flight hour for the First Computation Period
                  (as defined in Clause 6.2) (the "A350-900 First Guaranteed
                  DMC"); or

            (b)   [...***...] per flight hour for the Second Computation Period
                  (as defined in Clause 6.3) (the "A350-900 Second Guaranteed
                  DMC").

            The A350-900 First Guaranteed DMC and the A350-900 Second Guaranteed
            DMC are together the "A350-900 Guaranteed DMCs".

      The A350-800 Guaranteed DMCs and the A350-900 Guaranteed DMCs are
      collectively the "Guaranteed DMCs."

3.3   The Guaranteed DMC values are expressed in January 2005 prices. These
      prices will be increased every year in accordance with the Direct
      Maintenance Cost Adjustment Formula set out in Appendix 3.

4.    ADJUSTMENTS

4.1   The Guaranteed DMCs are based on the assumptions set out in Appendix 2 and
      an estimated A350 Aircraft average flight leg time of seven point zero
      (7.0) hours and an average usage rate of four thousand five hundred
      (4,500) flight hours per year per A350 Aircraft. Should

*** Confidential Treatment Requested

AWE/USA -A350                                                              LA9-3
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

      the applicable A350 Aircraft average flight leg time differ from seven
      point zero (7.0) hours, then adjustments will be made in accordance with
      the following formula No. 1.

             X + YT(F)
      C(G) = --------- formula No. (1)
               T(F)

      where,

      C(G)  is the A350-800 Guaranteed DMC or A350-900 Guaranteed DMC per flight
            hour, as applicable, in US dollars specified in Paragraph 3,

      T(F)  is the applicable A350 Aircraft average flight leg time, in hours.

      (i)   For the A350-800 Aircraft:

            for the First Computation Period

            X     is [...***...] per flight cycle,

            Y     is [...***...] per flight hour,

            for the Second Computation Period

            X     is [...***...] per flight cycle,

            Y     is [...***...] per flight hour,

      (ii)  For the A350-900 Aircraft:

            for the First Computation Period

            X     is [...***...] per flight cycle,

            Y     is [...***...] per flight hour,

            for the Second Computation Period

            X     is [...***...] per flight cycle,

            Y     is [...***...] per flight hour,

4.2   Should the applicable A350 Aircraft average usage rate differ from four
      thousand five hundred (4,500) flight hours by more than ten percent (10%),
      then the corresponding Guaranteed DMC values will be adjusted by the
      Seller accordingly.

5.    REPORTING

5.1   The Buyers will provide the Seller with complete and detailed maintenance
      cost data ("A350 Maintenance Cost Data") annually, in English for each
      A350 Aircraft. The A350


***Confidential Treatment Requested


AWE/USA -A350                                                              LA9-4
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

      Maintenance Cost Data will include, as applicable:

      -     A350 Aircraft MSN or registration number

      -     All in-house accounting related to maintenance costs

      -     All invoicing related to maintenance costs

      -     Access to maintenance contracts where allowable

      -     Maintenance reports

      -     Pilots' reports

      -     Operational data such as A350 Aircraft flight hours and flight
            cycles and auxiliary power unit running hours

5.2   If the Seller finds such A350 Maintenance Cost Data to be insufficiently
      detailed or unsubstantiated, the Buyers, using reasonable efforts, will
      supply additional data at the Seller's request.

5.3   With respect to maintenance or repairs subcontracted by the Buyers to, and
      performed by, third parties, the actual direct cost of consumed material
      will be deemed to be [...***...] of the price to the Buyers of
      such maintenance or repairs, if an insufficient breakdown of such
      maintenance or repair costs is supplied.

5.4   The Buyers will deliver the A350 Maintenance Cost Data not later than
      [...***...] following the end of each of its accounting years; and the
      Buyers will put at the Seller's disposal any documents, records, books,
      etc. necessary for validating the Buyers' information.

5.5   Should the Buyers not be able to provide sufficient Maintenance Cost Data
      to the Seller for the purpose of this Maintenance Cost Guarantee, the
      Buyers will notify the Seller within [...***...] after the end of the
      first of the Buyers' accounting years of the reasons why.

      If the Seller receives no A350 Maintenance Cost Data from the Buyers
      within [...***...] after the end of the second of the Buyers'
      accounting years occurring during the Duration, then the Direct
      Maintenance Costs will be considered acceptable to the Buyers and this
      Maintenance Cost Guarantee will automatically terminate.

6.    RESULTS AND REMEDY

6.1.  Annual Reviews

6.1.1 Not later than [...***...] following the end of each accounting year of
      the Buyers, the Buyers and the Seller will organize an annual maintenance
      cost review, in order to:

      (a)   jointly review the accounted DMCs,

      (b)   correct any accounting error in the actual DMCs due to any of the
            exclusions in Paragraph 8 and/or Appendix 1,

      (c)   make any necessary adjustments to the actual DMCs in accordance with
            Paragraphs 4 and/or 7,


***Confidential Treatment Requested

AWE/USA -A350                                                              LA9-5
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

      and calculate, for each A350 Aircraft, the following parameters:

      C(AN) the actual DMC of the applicable A350 Aircraft in US dollars per
            flight hour for each year in the Duration as measured by the
            Accounting System (defined in Paragraph 11.1) and agreed by the
            Seller, and

      C(GN) the Guaranteed DMC as determined pursuant to Clause 4 for the year
            "N."

6.1.2 The Seller will, following these analyses and reviews and at the Seller's
      discretion, propose maintenance cost reduction initiatives and/or
      recommendations to the Buyers including, but not limited to, those
      described in Paragraph 9.

6.1.3 As a result of the third year annual maintenance cost review, should the
      Buyers and Seller mutually agree that the adjusted DMCs for the A350
      Aircraft exceed the Guaranteed Direct Maintenance Cost by more than
      [...***...] during each of the first three (3) consecutive years
      of the Duration, then the interval between computation periods will be
      adjusted to [...***...], and Paragraphs 6.2 and 6.3 will be modified
      accordingly.

6.2   First Computation Period

6.2.1 Within [...***...] after the end of the [...***...] of the Duration (the
      "A350-800 First Computation Period" for the A350-800 Aircraft and the
      "A350-900 First Computation Period" for the A350-900 Aircraft), the Direct
      [...***...] for each of the first [...***...] of the Duration will
      be calculated in accordance with Paragraph 4. The Seller and the Buyers
      will:

      (a)   jointly review the accounted DMCs,

      (b)   correct any accounting error in the actual DMCs due to any of the
            exclusions in Paragraph 8 and/or Appendix 1,

      (c)   make any necessary adjustments to the actual DMCs in accordance with
            Paragraphs 4 and/or 7, and

      (d)   calculate for each A350 Aircraft the Seller's liability for the
            A350-800 First Computation Period and A350-900 First Computation
            Period, as applicable, using formula No. (2) below:

            [...***...]

            where,

            [...***...]

AWE/USA -A350                                                              LA9-6
                           PRIVILEGED AND CONFIDENTIAL



<PAGE>

            C(AN) and C(GN) are determined as provided in Clause 6.1.1 for each
            of the first [...***...] of the Duration.

6.2.2 [...***...]

6.2.3 [...***...]

6.3   Second Computation Period

6.3.1 Within [...***...] after the end of the Duration, the Direct
      Maintenance Costs for each of the [...***...] of the Duration (the
      "A350-800 Second Computation Period" for the A350-800 Aircraft and the
      "A350-900 Second Computation Period" for the A350-900 Aircraft) will be
      calculated in accordance with Paragraph 4. The Seller and the Buyers will:

      (a)   jointly review the accounted DMCs,

      (b)   correct any accounting error in the actual DMCs due to any of the
            exclusions in Paragraph 8 and/or Appendix 1,

      (c)   make any necessary adjustments to the actual DMCs in accordance with
            Paragraphs 4 and/or 7 ,

      (d)   calculate for each A350 Aircraft the Seller's liability for the
            A350-800 Second Computation Period or A350-900 Second Computation
            Period, as applicable, using formula No. (3) below:

                       12
            [...***...] formula No. (3)
                       n=1

      where,

            [...***...]

            [...***...]

            C(AN) and C(GN) are as determined pursuant to Paragraph 6.1.1 for
            each of the twelve (12) years of the Duration.


***Confidential Treatment Requested


AWE/USA -A350                                                              LA9-7
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

6.3.2 [...***...]

6.3.3 [...***...]

6.3.4 [...***...]

7.    CONDITIONS OF THE GUARANTEE

7.1   Guaranteed DMC values in Paragraph 3 are based on a typical block concept
      maintenance program approved by the FAA, covering routine maintenance
      tasks and their associated non- routine work, as specified in the Airbus
      Maintenance Planning Document ("Airbus MPD").

      The Guaranteed DMC values will be revised by the Seller and the Buyers,
      subject to mutual agreement, in accordance with the maintenance tasks
      specified in the A350 Airbus MPD of the Buyers' FAA approved maintenance
      program developed by the Buyers and based on the Airbus MPD, when
      finalized and in accordance with the Buyers' organization of, and strategy
      for A350 Aircraft maintenance.

      In addition to the adjustments described in Paragraph 4, any changes to
      the conditions herein will be cause for reevaluation and/or adjustment of
      the Maintenance Cost Guarantee, including, but not limited to:

      (a)   Changes in the assumptions listed in Appendix 2.

      (b)   One or more contracts and/or fixed cost per flight hour or per
            landing agreements between the Buyers and third parties are
            concluded. The Buyers will provide the Seller with a true and
            complete copy of each such agreement.

            The Seller agrees not to disclose any information in any such
            agreement to third parties. If, notwithstanding such non-disclosure
            commitment from the Seller, the Buyers is precluded from disclosing
            all relevant particulars of any such agreement to the Seller after
            having made best efforts to obtain consent from the relevant third
            party, the Seller may consider alternative information from the
            Buyers, provided that such information is acceptable to the Seller,
            at its sole discretion, in determining whether there is cause for
            reevaluation and/or adjustment of this Maintenance Cost Guarantee.


***Confidential Treatment Requested


AWE/USA -A350                                                              LA9-8
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

      (c)   Should there occur any certification, regulatory or A350 Aircraft
            operational changes outside the Seller's control or influence that
            may have an effect on the Buyers' Direct Maintenance Costs.

7.2   The obligations of the Seller hereunder are subject to each of the
      following requirements:

      (a)   This Maintenance Cost Guarantee covers routine tasks as defined in
            the Airbus MPD and non-routine related findings and refurbishing
            work in accordance with approved maintenance practices.

      (b)   The Buyers' maintenance personnel, including its maintenance control
            center personnel will be trained to a level equivalent to Airbus
            training level III where required, and they will receive periodic
            refreshment training.

      (c)   Parts, equipments and tools will be maintained by the Buyers in
            accordance with manufacturers' recommendations.

      (d)   The Buyers will comply with the Airbus no-fault-found policy (NFF),
            or if not possible, the Buyers will demonstrate to the Seller the
            non-applicability due to the A350 Aircraft operational constraints.

      (e)   The Seller's representatives will be fully authorized by the Buyers
            to visit the Buyers' or its maintenance provider's facilities to
            confirm the implementation by the Buyers of the Seller's maintenance
            procedures and to audit maintenance costs accounting.

      (f)   AIRMAN (or equivalent reporting system utilized by Buyers) with
            real-time access, will be implemented by the Buyers to launch,
            report and track maintenance actions.

      (g)   Shop-findings related to an equipment or line replaceable unit
            removal will be collected and recorded with the job-card or log-book
            reference.

      (h)   Elapsed time and man-hours expended on each action will be recorded
            onto the relevant job card to enable retrieval of the information
            from AIRMAN (or equivalent reporting system utilized by Buyers).

      (i)   The Buyers will implement the recommendations mutually agreed on by
            the Seller and the Buyers following a "Best Industry Practices"
            review.

      (j)   Deferred line maintenance actions will be tracked and reported.

8.    EXCLUSIONS

      This Maintenance Cost Guarantee will only apply to Direct Maintenance
      Costs arising from proper operations, and will not cover Direct
      Maintenance Costs resulting from:

      -     force majeure,

      -     acts of any third party,

      -     consequential damages,

      -     negligence, incidental or accidental damage,

      -     modifications not related to a decrease in Direct Maintenance Cost,

AWE/USA -A350                                                              LA9-9
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

      -     line maintenance (transit, daily and weekly checks and associated
            trouble-shooting and deferrals, etc.),

      -     all A-checks and associated trouble-shooting,

      -     maintenance performed for Propulsion Systems, Propulsion Systems
            manufacturer supplied equipment, Propulsion Systems related Buyer
            Furnished Equipment,

      -     maintenance of equipment classified as Buyer Furnished Equipment,

      -     maintenance of equipment classified as Operator Furnished Equipment
            under the A350-800 Standard Specification, Issue B or A350-900
            Standard Specification, Issue B,

      -     non-routine work exceeding twenty-five (25) man-hours per Airbus MPD
            task,

      -     non-compliance by the Buyers with accepted industry practices or
            acts attributable to the negligence of the Buyers or its
            subcontractors and agents,

      -     partial or complete painting of the A350 Aircraft for cosmetic
            reasons (this exclusion does not include painting for corrosion
            preventative maintenance),

      -     refurbishing work that is included in the Buyers' FAA approved
            maintenance program but not in accordance with and not directly
            related to routine Airbus MPD tasks,

      -     any maintenance task that is not included in the Buyers' FAA
            approved maintenance program and does not originate from the Airbus
            MPD.

      In addition, the following costs are specifically excluded:

      -     cost of taxes, duties, transportation, interest, overheads, burden
            or other charges which are not the Seller's responsibility,

      -     cost of fluids, compounds, paints and cleaning material, and any
            other such disposable materials, and

      -     all handling fees.

9.    MAINTENANCE COST REDUCTION INITIATIVES

9.1   As stated in Paragraphs 6.2 and 6.3, during any review of the Buyers'
      maintenance operations, in the event that the A350-800 Guaranteed DMC or
      A350-900 Guaranteed DMC level is exceeded, the Seller may propose
      initiatives and/or recommendations to reduce maintenance costs. To make
      these proposals, the Seller may audit the Buyers' maintenance operation
      and or selected maintenance provider's A350 Maintenance Cost Data to
      propose:

      -     modifications in working practices,

      -     technical reviews,

      -     an alternative maintenance provider or maintenance solution

      -     modifications to maintenance programs (including escalation where
            possible) or training, and/or

      -     any other action which should lead to a reduction of the Buyers'
            direct labor man-hour maintenance expenditure.

9.2   Should the Buyers or its maintenance provider elect to not implement or
      disagree as to the effectiveness of such initiatives and/or
      recommendations proposed by the Seller, the

AWE/USA -A350                                                             LA9-10
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

      Buyers will then reasonably demonstrate to the Seller that those
      initiative and/or recommendations to reduce maintenance costs are
      ineffective, uneconomical and impractical in reducing the A350 Maintenance
      Cost Data for the Buyers' operations. Both parties will then use
      reasonable efforts to determine mutually acceptable maintenance cost
      reduction initiatives.

      The Seller reserves the right to reasonably deduct from the actual DMC the
      benefits expected from the implementation of such initiatives and or
      recommendations.

9.3   For the Duration, the Buyers will use all means possible to incorporate
      modifications (including, but not limited to, Service Bulletins),
      procedures or recommendations (collectively, "Recommendations") that may
      be made by the Seller to reduce the DMCs of the A350 Aircraft, [...***...]

10.   MAINTENANCE PROCEDURES

      The Buyers will perform its maintenance operations in compliance with the
      applicable FAA approved A350 Aircraft maintenance and overhaul manuals.
      Such maintenance operations will be performed by appropriately trained
      personnel and FAA approved maintenance organizations.

11.   ACCOUNTING SYSTEM

11.1  This Maintenance Cost Guarantee is subject to the establishment by the
      Buyers of an accounting system relating to its maintenance costs (an
      "Accounting System") that is approved by the Seller not later than
      [...***...] prior to Delivery of the first A350 Aircraft, to ensure
      accurate maintenance cost reporting hereunder. If the Seller fails to
      conduct a review of they Buyers' accounting system at this time, the
      Buyers' accounting system will be deemed acceptable and will be used the
      source of the information needed to provide the required information.

11.2  The Accounting System will take into account any and all warranty,
      guarantee and other, similar payments made by the Seller or any other
      person in respect of any item of equipment the maintenance costs of which
      are proposed by the Buyers to be included in the calculation of its direct
      maintenance costs for purposes of this Letter Agreement.

11.3  Should the Accounting System not provide for accurate cost reporting to
      the Seller's satisfaction, the Guaranteed DMC will be mutually reviewed
      and agreed between the Buyers and the Seller.

12.   DISRUPTIONS

      The provisions of this Maintenance Cost Guarantee will not apply during
      any period when the Buyers experiences disruptions of operations.

***Confidential Treatment Requested

AWE/USA -A350                                                             LA9-11
                           PRIVILEGED AND CONFIDENTIAL



<PAGE>

13.   [...***...]

14.   SELLER'S LIABILITY

      The Seller's liability under this Maintenance Cost Guarantee will be
      governed solely by the terms of the present Maintenance Cost Guarantee

15.   NO DUPLICATE REMEDIES

      The intent of this Maintenance Cost Guarantee is to provide benefits to
      the Buyers in order to ensure that the actual direct maintenance cost
      levels of the A350 Aircraft are not higher than the Guaranteed Direct
      Maintenance Costs. It is not the intent, however, to duplicate similar
      benefits available to the Buyers under any other applicable agreement
      (including, without limitation, the Agreement), guarantee, warranty,
      service life policy, or any other special benefit of any kind.

16.   ASSIGNMENT

      Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement
      and the rights and obligations of the Buyers herein will not be assigned
      or transferred in any manner and any attempted assignment or transfer in
      contravention of the provisions of this paragraph will be void and of no
      force or effect.

17.   NEGOTIATED AGREEMENT

      THE BUYERS AND THE SELLER AGREE THAT THIS LETTER AGREEMENT HAS BEEN THE
      SUBJECT OF DISCUSSIONS AND NEGOTIATION BY THE PARTIES AND THAT THE OTHER
      MUTUAL AGREEMENT OF THE PARTIES SET FORTH IN THE PURCHASE AGREEMENT WERE
      ARRIVED AT IN CONSIDERATION OF, INTER ALIA, THE PROVISIONS OF THIS LETTER
      AGREEMENT.

      UNQUOTE

      In consideration of the assignment and subrogation by the Seller under
      this Letter Agreement in favor of the Buyers in respect of the Seller's
      rights against and obligations to the Manufacturer under the provisions
      quoted above, the Buyers hereby accepts such assignment and subrogation
      and agrees to be bound by all of the terms, conditions and limitations
      therein contained. The Buyers and Seller recognize and agree that all the
      provisions of Clause 12 of the Agreement, mutatis mutandis, including
      without limitation the Exclusivity of Warranties and General Limitations
      of Liability and Duplicate Remedies provisions therein contained, will
      apply to the foregoing maintenance cost guarantee.

***Confidential Treatment Requested

AWE/USA -A350                                                             LA9-12
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

18.   ASSIGNMENT

      Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement
      and the rights and obligations of the Buyers 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 will be void and of no force or effect.

19.   COUNTERPARTS

      This Letter Agreement 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.

AWE/USA -A350                                                             LA9-13
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

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

                                                Very truly yours,

                                                AVSA, S.A.R.L.

                                                By: ____________________________

                                                Its:

      Accepted and Agreed

      US Airways, Inc.

      By: _________________________
      Its:

      America west airlines, Inc.

      By: _________________________
      Its:

      US AIRWAYS GROUP, INC.

      By: _________________________
      Its:

AWE/USA -A350                                                             LA9-14
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

                    APPENDIX 1 TO MAINTENANCE COST GUARANTEE

The following systems are covered by the Maintenance Cost Guarantee:

<TABLE>
<CAPTION>
System No.       System Name                       System/subsystem exclusions
------------------------------------------------------------------------------
<S>              <C>                               <C>

[...***...]

</TABLE>

The following are also excluded from the Maintenance Cost Guarantee in their
entirety:

      -     Seller Furnished Equipment that has been changed from Buyer
            Furnished Equipment at the Buyers' request;

      -     Buyer Furnished Equipment and

      -     Optional Equipment.

If the Buyers enters into direct agreements with third parties for the
maintenance of brakes, wheels, tires, APU, landing gear, etc., then, as set
forth in Paragraph 7.1, the Guaranteed DMCs will be adjusted accordingly.

***Confidential Treatment Requested

AWE/USA -A350                                                             LA9-15
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

                    APPENDIX 2 TO MAINTENANCE COST GUARANTEE

Basis assumptions:

Average sector length:          7.0 flight hours
Average annual utilization:     4,500 flight hours

Proportion of work carried out in-house:

[...***...]

In-house conditions:

[...***...]

Subcontracted conditions:

[...***...]

***Confidential Treatment Requested

AWE/USA -A350                                                             LA9-16
                           PRIVILEGED AND CONFIDENTIAL


<PAGE>

                    APPENDIX 3 TO MAINTENANCE COST GUARANTEE

                   DIRECT MAINTENANCE COST ADJUSTMENT FORMULA

                                  [...***...]
      Where

            [...***...]

[...***...]

*** Confidential Treatment Requested

AWE/USA -A350                                                             LA9-17
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>
            ***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

                             LETTER AGREEMENT NO. 10

                                                        As of September 27, 2005

US Airways Group, Inc.
US Airways, Inc.
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, AZ  85034

Re:  MISCELLANEOUS

Ladies and Gentlemen,

US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc. (the
"Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A350
Purchase Agreement dated as of the date hereof (the "Agreement"), which covers,
among other things, the sale by the Seller and the purchase by the Buyers 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.
10 (the "Letter Agreement") certain additional terms and conditions regarding
the 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. Technical and trade terms used but not defined herein or in the
Agreement will be defined as generally accepted in the airline and/or aircraft
manufacturing industries. The terms "herein," "hereof" and "hereunder" and words
of similar import refer to this Letter Agreement.

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

                                                                          LA10-1

AWE/USA -- A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

1.          CROSS-DEFAULT

            Clause 21.1 of the Agreement is hereby amended by the addition of
            the following text:

      QUOTE

            [...***...]

      UNQUOTE

2.          LEASED AIRCRAFT

            [...***...]

                                                                          LA10-2
*** Confidential Treatment Requested

AWE/USA -- A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

3.          [...***...]

4.          TERMINATION

            [...***...]

            QUOTE

                  [...***...]

                                                                          LA10-3

*** Confidential Treatment Requested

AWE/USA -- A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

            UNQUOTE

5.          CONDITIONS PRECEDENT

            It will be a condition precedent to the effectiveness of this
            Agreement that the conditions precedent to the obligations of Airbus
            Financial Services (the "Lender") set forth in the $161,000,000 Loan
            Agreement dated as 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.

6.          ASSIGNMENT

            Except as set forth in Clause 20.2 of the Agreement, 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 6 will
            be void and of no force or effect.

7.          COUNTERPARTS

            This Letter Agreement 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.

                                                                          LA10-4

AWE/USA -- A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

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

                                                     Very truly yours,

                                                     AVSA, S.A.R.L.

                                                     By:   ____________________

                                                     Its:


      Accepted and Agreed

      US AIRWAYS GROUP, Inc.

      By: _________________________
      Its:

      AMERICA WEST AIRLINES, INC.

      By: _________________________
      Its:

      US AIRWAYS, INC.

      By: _________________________
      Its:

                                                                          LA10-5

AWE/USA -- A350

                           PRIVILEGED AND CONFIDENTIAL
<PAGE>

            ***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

                             LETTER AGREEMENT NO. 11

                                                        As of September 27, 2005

US Airways Group, Inc.
US Airways, Inc.
America West Airlines, Inc.
4000 East Sky Harbor Boulevard
Phoenix, AZ 85034

Re: PREDELIVERY PAYMENTS

Ladies and Gentlemen,

US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc. (the
"Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A350
Purchase Agreement dated as of even date herewith (the "Agreement"), which
covers, among other things, the sale by the Seller and the purchase by the
Buyers of certain Aircraft, under the terms and conditions set forth in said
Agreement. The Buyers and the Seller have agreed to set forth in this Letter
Agreement No. 11 (the "Letter Agreement") certain additional terms and
conditions regarding the 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. Technical and trade terms used but not defined herein
or in the Agreement will be defined as generally accepted in the airline and/or
aircraft manufacturing industries. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

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

                                                                          LA11-1

AWE/A350--A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

1.    [...***...]

***Confidential Treatment Requested

                                                                          LA11-2

AWE/A350--A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>





                           PRIVILEGED AND CONFIDENTIAL

<PAGE>



2.    ASSIGNMENT

      Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement
      and the rights and obligations of the Buyers 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 2 will be void and of no force or effect.

3.    COUNTERPARTS

      This Letter Agreement 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.

                                                                          LA11-4

AWE/A350--A350

                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

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

                                      Very truly yours,

                                      AVSA, S.A.R.L.

                                      By:  __________________________
                                      Its:

       Accepted and Agreed

       US AIRWAYS, INC.

       By: __________________________
       Its:

       AMERICA WEST AIRLINES, INC.

       By: _________________________
       Its:

       US AIRWAYS GROUP, INC.

       By: _________________________
       Its
                                                                          LA11-5

AWE/A350--A350

                           PRIVILEGED AND CONFIDENTIAL
<PAGE>


            ***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

                             LETTER AGREEMENT NO. 12

                                                        As of September 27, 2005

      US Airways Group, Inc.
      US Airways, Inc.
      America West Airlines, Inc.
      4000 East Sky Harbor Boulevard
      Phoenix, AZ  85034

      Re: [...***...]

      Dear Ladies and Gentlemen:

      US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc.
      (the "Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an
      Airbus A350 Purchase Agreement dated as of even date herewith (the
      "Agreement"), which covers, among other things, the sale by the Seller and
      the purchase by the Buyers of certain A350-800 Aircraft, under the terms
      and conditions set forth in said Agreement. The Buyers and the Seller have
      agreed to set forth in this Letter Agreement No. 12 (the "Letter
      Agreement") certain additional terms and conditions regarding the sale of
      the A350-800 Aircraft. Capitalized terms used herein and not otherwise
      defined in this Letter Agreement will have the meanings assigned thereto
      in the Agreement. Technical and trade terms used but not defined herein or
      in the Agreement will be defined as generally accepted in the airline
      and/or aircraft manufacturing industries. The terms "herein," "hereof" and
      "hereunder" and words of similar import refer to this Letter Agreement.

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


***Confidential Treatment Requested


AWE/A350 -A350                                                          LA 12-1
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>
      The Seller represents and warrants that the Manufacturer has provided to
      the Seller the [...***...] (the "Guarantees") that are reproduced below
      between the words QUOTE and UNQUOTE, subject to the terms, conditions,
      limitations and restrictions (including, but not limited to, the
      Exclusivity of Warranties and General Limitations of Liability and
      Duplicate Remedies provisions) set forth below. The Seller hereby assigns
      to the Buyers, and the Buyers hereby accept, all of the Seller's rights
      and obligations as the "Buyers" under the said Guarantees, and the Seller
      subrogates the Buyers to all such rights and obligations in respect of the
      A350-800 Aircraft. The Seller hereby warrants to the Buyers that (i) it
      has all requisite authority to make the foregoing assignment to and to
      effect the foregoing subrogation in favor of the Buyers, (ii) such
      assignment and subrogation are effective to confer on the Buyers all of
      the foregoing rights and obligations of the Seller, (iii) the provisions
      so assigned are in full force and effect and have not been amended prior
      to the date hereof, and (iv) the Seller will not enter into any amendment
      of the provisions so assigned without the prior written consent of the
      Buyers.

QUOTE

1     PREAMBLE

1.1   AIRCRAFT CONFIGURATION

      The guarantees defined below ("the Guarantees") are applicable to the
      A350-800 Aircraft as described in the Standard Specification Ref. G 000
      08000 Issue A dated February 28th, 2005 and [...***...].

1.2   INTRODUCTION

      The paragraphs hereafter define the Guarantee provided by the Seller to
      the Buyers, together with the associated conditions, compliance
      demonstration and settlement procedures. [...***...].

2     [...***...]

2.1   This Guarantee will apply to the Aircraft as defined in the preamble to
      this Letter Agreement.

      The term "Fleet" will mean a fleet of A350 Aircraft to be delivered
      [...***...].

      The Guarantee [...***...], is based on such delivery plan of Buyers' A350
      Aircraft and will be reviewed in good faith between the Buyers and the
      Seller should the actual delivery plan (dates, composition of the fleet,
      number of firm aircraft) differ from the planned delivery schedule
      [...***...].


***Confidential Treatment Requested


AWE/A350 -A350                                                          LA 12-2
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

2.2   [...***...]

2.3   [...***...]

***Confidential Treatment Requested

AWE/A350 -A350                                                          LA 12-3
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>
3     [...***...]

***Confidential Treatment Requested

AWE/A350 -A350                                                          LA 12-4
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>
4     [...***...]

***Confidential Treatment Requested

AWE/A350 -A350                                                          LA 12-5
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>
AWE/A350 -A350                                                          LA 12-6
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>


5     [...***...]


***Confidential Treatment Requested


AWE/A350 -A350                                                          LA 12-7
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>


AWE/A350 -A350                                                          LA 12-8
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

6.    [...***...]

***Confidential Treatment Requested


AWE/A350 -A350                                                          LA 12-9
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

7.    [...***...]

8     [..***...]

***Confidential Treatment Requested

AWE/A350 -A350                                                          LA 12-10
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

9     [...***...]

10    [...***...]

11    NON TRANSFERABILITY

      This Letter Agreement is not transferable, notwithstanding clause 21 of
      the Agreement, and the Buyers' rights under this Letter Agreement will not
      be assigned, sold, transferred or otherwise alienated by operation of law
      or otherwise to any person other than the Buyers. Any unauthorised
      assignment, sale, transfer or other alienation of the Buyers' rights under
      this Letter Agreement with respect to any Aircraft will immediately void
      this Letter Agreement in its entirety as to any such Aircraft.

UNQUOTE

12    ASSIGNMENT

      In consideration of the assignment and subrogation by the Seller under
      this Letter Agreement in favor of the Buyer in respect of the Seller's
      rights against and obligations to the Manufacturer under the provisions
      quoted above, the Buyer hereby accepts such assignment and subrogation and
      agrees to be bound by all of the terms, conditions and limitations therein
      contained. The Buyer and Seller recognize and agree that all the
      provisions of Clause 12 of the Agreement, including without limitation the
      Exclusivity of Warranties and General Limitations of Liability and
      Duplicate Remedies provisions therein contained, will apply to the
      foregoing Performance Retention Guarantee.

      Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement
      and the rights and obligations of the Buyers hereunder will not be
      assigned or transferred in any manner without prior written consent of the
      Seller and any attempted assignment or transfer in contravention of the
      provisions of this sentence will be void and of no force and effect.

13.   COUNTERPARTS

      This Letter Agreement 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.

***Confidential Treatment Requested

AWE/A350 -A350                                                          LA 12-11
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

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

                                            Very truly yours,

                                            AVSA, S.A.R.L.

                                            By: __________________________
                                            Its:

Accepted and Agreed

US AIRWAYS GROUP, INC.

By: _________________________
Its:

AMERICA WEST AIRLINES, INC.

By: _________________________
Its:

US AIRWAYS GROUP, INC.

By: _________________________
Its:

AWE/A350 -A350                                                          LA 12-12
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>
                                  [...***...]


*** Confidential Treatment Requested

AWE/A350 -A350                                                          LA 12-13
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

                                  [...***...]

***Confidential Treatment Requested

AWE/A350 -A350                                                          LA 12-15
                           PRIVILEGED AND CONFIDENTIAL
<PAGE>

            ***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

                             LETTER AGREEMENT NO. 13

                                                        As of September 27, 2005

      US Airways Group, Inc.
      US Airways, Inc.
      America West Airlines, Inc.
      4000 East Sky Harbor Boulevard
      Phoenix, AZ 85034

      Re:DISPATCH RELIABILITY GUARANTEE

      Dear Ladies and Gentlemen:

      US Airways, Inc., America West Airlines, Inc. and US Airways Group, Inc.
      (the "Buyers"), and AVSA, S.A.R.L. (the "Seller"), have entered into an
      Airbus A350 Purchase Agreement dated as of even date herewith (the
      "Agreement"), which covers, among other things, the sale by the Seller and
      the purchase by the Buyers of certain A350-800 Aircraft, under the terms
      and conditions set forth in said Agreement. The Buyers and the Seller have
      agreed to set forth in this Letter Agreement No. 13 (the "Letter
      Agreement") certain additional terms and conditions regarding the sale of
      the A350-800 Aircraft. Capitalized terms used herein and not otherwise
      defined in this Letter Agreement will have the meanings assigned thereto
      in the Agreement. Technical and trade terms used but not defined herein or
      in the Agreement will be defined as generally accepted in the airline
      and/or aircraft manufacturing industries. The terms "herein," "hereof" and
      "hereunder" and words of similar import refer to this Letter Agreement.

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

      AWE/USA--A350                                                     LA 13-1
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

      The Seller represents and warrants that the Manufacturer has provided to
      the Seller the dispatch reliability guarantees that are reproduced below
      between the words QUOTE and UNQUOTE, subject to the terms, conditions,
      limitations and restrictions set forth below. The Seller hereby assigns to
      the Buyers, and the Buyers hereby accept, as to each A350-800 Aircraft
      delivered to the Buyers under the Agreement, all of the Seller's rights
      and obligations with respect to such A350-800 Aircraft in its capacity as
      "Buyers" as aforesaid under the said dispatch reliability guarantees, and
      the Seller subrogates the Buyers into all such rights and obligations in
      respect of the A350-800 Aircraft. The Seller hereby warrants to the Buyers
      that (i) it has all requisite authority to make the foregoing assignment
      to and to effect the foregoing subrogation in favor of the Buyers, (ii)
      such assignment and subrogation are effective to confer on the Buyers all
      of the foregoing rights and obligations of the Seller, (iii) the
      provisions so assigned are in full force and effect and have not been
      amended prior to the date hereof, and (iv) the Seller will not enter into
      any amendment of the provisions so assigned without the prior written
      consent of the Buyers.

      QUOTE

1.    SCOPE

      The Buyer and the Seller agree they have a mutual interest in the
      technical reliability of the Buyer's Aircraft fleet to be of a high order,
      with a high probability that the aircraft will be Dispatched on time
      ("Dispatch Reliability"). This Letter Agreement extends to the Buyer's
      Aircraft fleet described in the Agreement and operated by the Buyer, a
      Dispatch Reliability guarantee (the "Guarantee").

2.    DURATION

      The obligations of the Buyer and the Seller under this Letter Agreement
      shall become binding upon signature of the Agreement and shall remain in
      force for a period of [...***...] from delivery of the first (1st)
      Aircraft to the Buyer (the "Duration").

      At the end of the year following the Duration, the Buyer and the Seller
      will organise a Review Meeting as per Paragraph 9. At the occasion of this
      Review, if the Achieved Dispatch Reliability is confirmed and agreed by
      the Buyer and the Seller as below the Guaranteed Dispatch Reliability, the
      Seller will continue to make Recommendations in order to improve the
      Dispatch Reliability of the Buyer's fleet for the following year. These
      Buyer's and Seller's obligations will set in force until the Achieved
      Dispatch Reliability is above the Guaranteed Dispatch Reliability and for
      a period not exceeding [...***...] from delivery of the first (1st)
      Aircraft to the Buyer.

3.    DEFINITIONS

3.1   ACHIEVED DISPATCH RELIABILITY

      The "Achieved Dispatch Reliability" is the actual dispatch reliability
      obtained by the Buyer's Aircraft fleet in regular Scheduled Revenue Flight
      service adjusted in accordance with the clauses of this Guarantee.

***Confidential Treatment Requested


      AWE/USA--A350                                                     LA 13-2
                           PRIVILEGED AND CONFIDENTIAL
<PAGE>

      Achieved Dispatch Reliability will be calculated for each Computation
      Period, expressed as a percentage, as follows:

      [...***...]

3.2   AIRCRAFT INHERENT MALFUNCTION

      An "Aircraft Inherent Malfunction" is a condition whereby maintenance
      actions confirm that the operation of a system or component is outside the
      specified limitations: a) as defined in the applicable Maintenance or
      Operations Manual(s), and/or b) has not been induced by a secondary cause
      or as a consequence of an Excluded Event as defined in paragraph 5.

3.3   CHARGEABLE EVENT

      Under this Guarantee a "Chargeable Event" is a Chargeable Delay or
      Chargeable Cancellation or Chargeable Return to Gate as defined hereunder.
      If analysis of substantiating data determines that the primary reason(s)
      for any Chargeable Event are not due to an Aircraft Inherent Malfunction
      or are due to an Excluded Event, such Chargeable Delay or Chargeable
      Cancellation shall not constitute a Chargeable Event.

      3.3.1 A "Chargeable Delay" occurs when a confirmed Aircraft Inherent
      Malfunction directly results in an originating Scheduled Revenue Flight to
      be Dispatched more than [...***...] later than the scheduled time
      of departure.

      3.3.2 A "Chargeable Return to Gate" occurs when the Aircraft, after being
      Dispatched returns to the parking position or gate, including a return to
      takeoff initiation (ground turn-back) or after takeoff initiation (aborted
      takeoff).

      3.3.3 A "Chargeable Cancellation" occurs when a Scheduled Revenue Flight
      cannot take place as a direct result of a confirmed Aircraft Inherent
      Malfunction. Cancellation of any or all of the flight legs of a multi-leg
      flight if related to a Chargeable Event, constitutes and is counted as one
      Chargeable Event only.

3.4   COMMENCEMENT DATE

      The "Commencement Date" is the [...***...] following the month of delivery
      of the first Aircraft to the Buyer.

3.5   COMPUTATION PERIOD

      For the guarantee Duration each "Computation Period" consists of
      [...***...], the first to run from the commencement date to the
      [...***...] of the delivery date of the first Aircraft to the Buyer. Each
      subsequent Computation Period to run consecutively thereafter.

      ***Confidential Treatment Requested
      AWE/USA--A350                                                     LA 13-3
                           PRIVILEGED AND CONFIDENTIAL
<PAGE>

3.6   DISPATCHED

      Once an Aircraft has left the gate or stand for a Scheduled Revenue Flight
      it shall be deemed to have been "Dispatched", except as provided for in
      paragraph 3.3 above.

3.7   SCHEDULED REVENUE FLIGHT

      A "Scheduled Revenue Flight" is one originating flight operated by the
      Buyer using the Buyer's Aircraft delivered under the Agreement, available
      to be Dispatched prior to the original scheduled time of departure as
      stipulated:

      a) in the Buyer's timetable, as a scheduled flight, and/or

      b) in advance by the Buyer, as a charter flight.

4.    GUARANTEE

4.1   GUARANTEED DISPATCH RELIABILITY

      The "Guaranteed Dispatch Reliability" exclusively relating to this
      Guarantee is solely as defined herein and provided in lieu of any and all
      other guarantees relating to Dispatch Reliability of any nature that may
      be stated, referenced or incorporated in any other document related to the
      Agreement.

      4.1.1 Guaranteed Dispatch Reliability [...***...]

      The Seller guarantees that from the Commencement Date to the end of the
      [...***...] of Schedule Revenue Flight operation, on average, an Aircraft
      available to be Dispatched will have a [...***...] probability of being
      Dispatched without a Chargeable Event.

      4.1.2 Guaranteed Dispatch Reliability

      The Seller guarantees that, for the [...***...] of Schedule Revenue Flight
      operation, on average, an Aircraft available to be Dispatched will have a
      [...***...] probability of being Dispatched without a Chargeable Event.

4.2   SUSPENSION OF GUARANTEE

      The provisions of this Guarantee shall not apply for any Computation
      Period during which:

      [...***...]

      where :

      [...***...]

      ***Confidential Treatment Requested
      AWE/USA--A350                                                     LA 13-4
                           PRIVILEGED AND CONFIDENTIAL

<PAGE>

      [...***...]

4.3   [...***...]

5.    EXCLUSIONS

      Delays and/or cancellations due to any of the causes below are
      specifically excluded from this Guarantee, similarly if the Aircraft is
      consequently subject to a Chargeable Event. An "Excluded Event" is a delay
      or cancellation due to:

      a) Acts of third party

      b) Aircraft damage due to external forces such as lightning strikes, force
      majeure, personnel error or by passengers, etc.

      c) Buyer Furnished Equipment (BFE) or software embodied therein.

      d) Late arrival of the Aircraft, resulting in insufficient ground time for
      the Aircraft to be Dispatched at the scheduled departure time.

      e) Maintenance Staff untimely request and/or unavailability. Late call by
      flight crew and/or late arrival of maintenance staff at the Aircraft to
      assist in returning the Aircraft to Scheduled Revenue Flight condition
      resulting in the Aircraft being unable to be Dispatched within fifteen
      (15) minutes.

      f) MMEL Items. Delays or cancellations due to any reason designated as
      "Go" or "Go If" in the FAA approved Master Minimum Equipment List (MMEL)
      for the Buyer's Aircraft.

      g) Normal Wear Maintenance.

      - Decals / paint / appearance items

      -  Brakes and/or tires - worn beyond limits or imbalanced replacement

      -  Passenger amenity items.

      h) Non-Schedule Revenue Flights

      -  Delays and cancellations relating to flights outside the definition of
         Schedule Revenue Flights in paragraph 3.7 above, including
         substitutions or aircraft swap made after the stipulated scheduled time
         of departure has elapsed.

      i) Precautionary Maintenance (No corrective Maintenance required)

      -  Doors - manual closing or cycling of passenger / crew / cargo doors

      -  Fluid leaks - within specified limits contained in applicable
         maintenance manual

      -  Placard - installing / continuing

      -  System(s) reset by resetting circuit breakers, switches or power
         supply.


***Confidential Treatment Requested

 AWE/USA--A350                                                     LA 13-5
                           PRIVILEGED AND CONFIDENTIAL
<PAGE>

      j) Propulsion Systems.

      Delays or cancellations attributable to the propulsion systems (ATA 70 to
      80).

      k) Scheduled Maintenance Activities. Late release from scheduled / planned
      maintenance work content and set-ups.

      l) Servicing (No corrective maintenance required)

            All servicing activities where no physical adjustment or replacement
      or corrective action is required to enable deferral of a repair and/or
      replacement of hardware/software in order to prevent a Chargeable Event

      - Data loading or Printer paper replacement

      - De-icing

      - Fuelling related

      - Hydraulic fluid

      - Oil or lubrication

      - Moisture or condensation

      - Oxygen servicing

      - Routine cleaning

      - Sanitizing / flushing or water / waste

      - Struts

      - Tire pressure servicing

      m) Spare Parts Unavailability. Delays or cancellations due to
      unavailability of the spare parts, unless such unavailability is caused by
      the Seller.

      n) Subsequent delay(s) and/or cancellation(s). Subsequent to a primary
      Chargeable Event, the primary and related subsequent Chargeable Event(s)
      resulting from the same Aircraft Inherent Malfunction root cause shall be
      counted as one Chargeable Event.

6.    REPORTING

      a) The Buyer agrees to implement a Dispatch Reliability reporting
      procedure to be mutually agreed upon between the Buyer and the Seller's
      specialists not later than [...***...] prior to delivery of the first
      Aircraft to the Buyer.

      b) In order to allow the Seller to assess the Aircraft Inherent
      Malfunctions the Buyer shall regularly submit Chargeable Event Data for
      each "Reporting Period", monthly, not later than [...***...] after a
      reporting month.

      c) All relevant data reported by the Buyer to the Seller under this letter
      agreement shall be in English. Such Chargeable Event "Data" must be
      accurate and detailed, to the extent ascertainable, including as a minimum
      but not limited to:

      - Affected Aircraft MSN or registration

      - Aircraft log book entries

      - ATA chapter reference

      - Date of the delay or cancellation event

      - Delay duration due to Aircraft Inherent Malfunction

      - Departure station where the event occurred

      - Detailed description, including timing, of the event

      - Maintenance reports

      - Pilots reports

      - Technical log reports

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      AWE/USA--A350                                                     LA 13-6
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<PAGE>

      - The number of actual Scheduled Revenue Flights for each Reporting Period

      - AIRMAN data

      If the Seller finds such data to be insufficiently detailed or
      unsubstantiated, the Buyer shall supply additional data as the Seller may
      reasonably request.

      d) The Buyer will notify the Seller if the Achieved Dispatch Reliability
      is below the Guaranteed Dispatch Reliability, not later than [...***...]
      after the end of a Computation Period. In such event, all detailed,
      substantiating operational and engineering information shall be provided
      by the Buyer in order to assist the Seller to determine the necessary
      action.

7.    BUYER'S AND SELLER'S OBLIGATIONS

7.1   BUYER'S OBLIGATIONS

      For the guarantee Duration, the Buyer shall:

      a) Use reasonable efforts to apply maintenance and trouble shooting
      procedures by qualified personnel with the objective of achieving the
      Guaranteed Dispatch Reliability.

      b) Incorporate modifications, procedures, initiatives and recommendations
      ("Recommendations") made by the Seller in order to increase the Buyer's
      Aircraft Achieved Dispatch Reliability [...***...].

      c) [...***...]

      d) Set the Buyer's Aircraft fleet technical Dispatch Reliability targets,
      as shown in the Buyer's regular Reliability Report (or equivalent), at a
      level equal to or greater than the Guaranteed Dispatch Reliability so that
      both the Buyer's and Seller's technical staff aggressively pursue
      attainment of the Guaranteed Dispatch Reliability.

      e) Use reasonable efforts to implement the recommendations made by the
      Seller following a "Best Industry Practices" (BIP) or similar review by
      the Seller of the Buyer's operations and organisational structure, with
      the objective of exceeding the Guaranteed Dispatch Reliability.

      f) Use AIRMAN or equivalent, with the objective of exceeding the
      Guaranteed Dispatch Reliability.

7.2   SELLER'S OBLIGATIONS

      For the guarantee Duration the Seller shall:

      a) Provide technical and operational analyses of all delays and
         cancellations including Chargeable Events.

      b) Hold regular Review Meetings with the Buyer to address additional level
         of support and action as necessary.

      c) Following reporting from the Buyer that the Achieved Dispatch
         Reliability is below the Guaranteed Dispatch Reliability, jointly with
         the Buyer review and compare the Achieved

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      AWE/USA--A350                                                     LA 13-7
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         Dispatch Reliability to the Guaranteed Dispatch Reliability.

      d) If the Achieved Dispatch Reliability is confirmed and agreed by the
         Buyer and the Seller as below the Guaranteed Dispatch Reliability,
         where practicable not later than [...***...] after Reporting by the
         Buyer, to improve the Achieved Dispatch Reliability and at no charge to
         the Buyer, the Seller shall:

         [...***...]

8.    ADJUSTMENT

      8.1 Notwithstanding the Buyer's Obligations in paragraph 7.1 above, the
      Buyer may decline to incorporate such Recommendations referred to. Should
      the Buyer so decline, the Seller has the right to make adjustment to the
      Guaranteed Dispatch Reliability by an amount consistent with the expected
      improvement in the Achieved Dispatch Reliability, based on reasonable
      substantiation by the Seller and, if available, on the Seller's experience
      with other operators.

      8.2 Any design, certification, regulatory, organizational structure or
      Aircraft operational changes outside the Seller's control that may have an
      effect upon the operation and dispatch characteristics of the Aircraft
      shall be cause for re-evaluation and/or adjustment of the Guaranteed
      Dispatch Reliability by the Seller.

9.    REVIEW MEETINGS

      Dispatch Reliability "Review Meetings" shall be scheduled at the end of
      each [...***...] period of the Buyer's Aircraft operation or,
      exceptionally, at any other time by mutual agreement of the Seller and the
      Buyer. Representatives of the Seller and the Buyer shall participate in
      such a review meeting and shall:

      a) Review Achieved Dispatch Reliability of the Buyer's Aircraft fleet and
      all related Data.

      b) Eliminate unsupported or non Aircraft Inherent Malfunction Chargeable
      Events or Excluded Events to compute Achieved Dispatch Reliability.

      c) Review the Buyer's incorporation of Recommendations as described in
      paragraph 7.1.

      d) Review requirements for adjustment, as above, of the Guaranteed
      Dispatch Reliability.

10.   LIABILITY LIMITATION

      10.1 The Seller's liability under this Dispatch Reliability Guarantee
      shall be governed solely by the terms and conditions of this Guarantee.

      10.2 The Buyer and the Seller recognize and agree that the Exclusivity of
      Warranties and General Limitations of Liability provisions contained in
      Clause 12 of the Agreement shall apply to the foregoing Dispatch
      Reliability Guarantee.

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      AWE/USA--A350                                                     LA 13-8
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11.   NEGOTIATED AGREEMENT

      THE BUYER AND THE SELLER AGREE THAT THIS LETTER AGREEMENT HAS BEEN THE
      SUBJECT OF DISCUSSIONS AND NEGOTIATION BY THE PARTIES AND THAT THE OTHER
      MUTUAL AGREEMENT OF THE PARTIES SET FORTH IN THE PURCHASE AGREEMENT WERE
      ARRIVED AT IN CONSIDERATION OF, INTER ALIA, THE PROVISIONS OF THIS LETTER
      AGREEMENT.

12.   ASSIGNMENT

      In consideration of the assignment and subrogation by the Seller under
      this Letter Agreement in favor of the Buyer in respect of the Seller's
      rights against and obligations to the Manufacturer under the provisions
      quoted above, the Buyer hereby accepts such assignment and subrogation and
      agrees to be bound by all of the terms, conditions and limitations therein
      contained. The Buyer and Seller recognize and agree that all the
      provisions of Clause 12 of the Agreement, including without limitation the
      Exclusivity of Warranties and General Limitations of Liability and
      Duplicate Remedies provisions therein contained, will apply to the
      foregoing Performance Retention Guarantee.

      Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement
      and the rights and obligations of the Buyers hereunder will not be
      assigned or transferred in any manner without prior written consent of the
      Seller and any attempted assignment or transfer in contravention of the
      provisions of this sentence will be void and of no force and effect.

13.   COUNTERPARTS

      This Letter Agreement 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.

      AWE/USA--A350                                                     LA 13-9
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      IN WITNESS WHEREOF, these presents were entered into as of the day and
      year first above written.

      Very truly yours,

      AVSA, S.A.R.L.

      By: __________________________
      Its:

      Accepted and Agreed

      US AIRWAYS GROUP, INC.

      By: _________________________
      Its:

      AMERICA WEST AIRLINES, Inc.

      By: _________________________
      Its:

      US AIRWAYS, INC.

      By: _________________________
      Its:

      AWE/USA--A350                                                     LA 13-10
                           PRIVILEGED AND CONFIDENTIAL