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Exhibit 10.2
 AMENDMENT No. 2 TO AMENDED AND RESTATED
PURCHASE AGREEMENT DCT-021/03
    WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 Amendment No. 2 to Amended and Restated Purchase Agreement DCT-021/03
    
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WHEREAS
 NOW, THEREFORE
 1.
    
    Option Aircraft:
   2.
    
    Purchase of Option Aircraft:
 2.1
    
    The first paragraph of Article 21 of the Purchase Agreement is hereby deleted in its entirety
and replaced with the following:Buyer shall have the option to purchase up to one hundred fifty-two (152) Option Aircraft
with the first twenty (20) Option Aircraft to be delivered according to the schedule provided
in Section 2 of Attachment E hereto (Option Aircraft #1 to #20). The Contractual Delivery
Months of the remaining one hundred and thirty-two (132) Option Aircraft will be determined
pursuant to Article 21.1 below.
 2.2
    
    Article 21.1 is hereby deleted in its entirety and replaced with the following:Upon confirmation by Buyer of the ** pursuant to Article 21 of Amended and Restated Letter Agreement DCT-022/33 (Letter
Agreement), Buyer shall have the right to purchase **. Upon confirmation by Buyer of the **, Buyer shall have the right
to purchase **. Upon the further confirmation pursuant to Article 21 of the Letter Agreement of each of the following **,
Buyer shall have the right to purchase **. Upon confirmation by Buyer of the **, Buyer shall have the right to purchase
**. Upon confirmation of each relevant block of Additional Aircraft and the corresponding grant of the right to acquire
the relevant Option Aircraft **, Embraer shall promptly provide Buyer with written notice of proposed delivery months for
such relevant block of Option Aircraft. The proposed delivery months referred to in the immediately preceding sentence
shall include no less than **. If within ** of receipt of each such notice, Buyer consents and agrees to such proposed
delivery schedule then such proposed delivery months shall become the Contractual Delivery Months for such relevant block
of Option Aircraft. Buyer may thereafter elect to purchase such Option Aircraft by timely complying with Article 21.6 of
the Purchase Agreement. If Buyer does not consent and agree to such proposed delivery months for such relevant block as
provided for above, and if the Parties can not agree on a schedule for such relevant block, **.2.3
    
    Article 21.6 is hereby deleted in its entirety and replaced with the following:
 
 ** Confidential Treatment Requested.Amendment No. 2 to Amended and Restated Purchase Agreement DCT-021/03
    
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The option to purchase the Option Aircraft shall be exercised ** no later than ** to the
first day of the Contractual Delivery Month of the first Option Aircraft of such relevant
group. The first group shall be **, the second group shall be **. Exercise of the option to
purchase the Option Aircraft shall be accomplished by means of a written notice from Buyer
delivered to Embraer by mail, express delivery or facsimile, return receipt requested. Buyer
may, at its option, exercise all, some or none of its Options Aircraft within each group. In
addition, **, the Parties shall meet to evaluate in good faith the positions to be exercised,
based on the positions being exercised.
 3.
    
    Miscellaneous
 All other terms and conditions of the Purchase Agreement, which are not specifically
amended or modified by this Amendment No. 1, shall remain in full force and effect without
any change.
 
 ** Confidential Treatment Requested.
  Amendment No. 2 to Amended and Restated Purchase Agreement DCT-021/03
    
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EMBRAER  Empresa Brasileira de
    
    
    
    US Airways Group, Inc.Aeronáutica S.A.By
    
    /s/ Mauro Kern Junior
    
    
    
    By
    
    /s/ Thomas T. WeirName:
    
    Mauro Kern Junior
    
    
    
    Name:
    
    Thomas T. WeirTitle:
    
    Executive Vice President
    
    
    
    Title:
    
    Vice President and TreasurerAirline MarketBy
    
    /s/ José Luís D. MolinaName:
    
    José Luís D. Molina
    
    
    
    Date:
    
    June 6, 2007Title:
    
    Vice President Contracts
    
    
    
    Place:
    
    Tempe, ArizonaAirline MarketDate:
    
    June 6, 2007Place:
    
    São José dos Campos, BrazilWitness:
    
    /s/ Carlos Martins Dutra
    
    
    
    Witness:
    
    /s/ John FerliseName:
    
    Carlos Martins Dutra
    
    
    
    Name:
    
    John Ferlise
 Amendment No. 2 to Amended and Restated Purchase Agreement DCT-021/03
    
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