EX-10.1



 Exhibit 10.1 

SECOND AMENDED AND RESTATED 

LETTER AGREEMENT NO. 6 
 TO THE
AMENDED AND RESTATED AIRBUS A350 XWB PURCHASE AGREEMENT 
 Dated as of October 2, 2007 

As of July 7, 2015 
 US Airways, Inc. 

4333 Amon Carter Boulevard 
 Fort Worth, Texas 76155 

 

	Re:	SPECIFICATION MATTERS 

 Ladies and Gentlemen, 

US Airways, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into an Amended and
Restated Airbus A350 XWB Purchase Agreement dated as of October 2, 2007, as amended, supplemented or otherwise modified to and including the date hereof (the “Agreement”), which covers, among other things, the
sale by the Seller and the purchase by the Buyer of certain Aircraft, under the terms and conditions set forth in said Agreement. The Amended and Restated Letter Agreement No. 6 dated as of December 20, 2013 to the Agreement is hereby
amended and restated to read in its entirety as set forth herein. 
 Capitalized terms used herein and not otherwise defined in this Second Amended and
Restated Letter Agreement No. 6 (this “Letter Agreement”) have the meanings assigned thereto in the Agreement. The terms “herein,” “hereof” and “hereunder” and words of similar import refer to this
Letter Agreement. 
 The parties agree that this Letter Agreement constitutes an integral, non-severable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter Agreement is governed by the provisions of said Agreement, except that if the Agreement and this Letter Agreement have specific provisions that are inconsistent, the
specific provisions contained in this Letter Agreement will govern. 








	1.	SPECIFICATION 

  

	1.1	Aggregate SCNs 

 A provisional list of contemplated SCNs (currently ADD specification
changes) is set forth in Exhibit B-1.B of the Agreement for the A350-900 XWB Aircraft. [*CTR]. 
  

	1.2	[*CTR] 

 If (i) the Buyer and the Seller [*CTR]. 

 

	1.3	[*CTR] 

 [*CTR]. 

 

	2.	[*CTR] 

 In the event that [*CTR] is offered by the Seller, the Seller will
[*CTR]. 
  

	3.	IFE SYSTEMS 

 The Seller shall keep the Buyer regularly apprised of developments with
respect to IFE platform and relevant capabilities contemplated on the A350 XWB aircraft. 
  

	4.	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 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 and the same instrument. 

LA 6 - 2 of 3 
 USA – Second Amended and
Restated Letter Agreement No. 6 to 
 Amended and Restated Airbus A350 XWB Purchase Agreement 

			
	EXECUTION	  	PRIVILEGED AND CONFIDENTIAL

 [*CTR] = [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] 







 If the foregoing correctly sets forth your understanding, please sign two (2) counterparts hereof in the
space provided below and return one (1) such counterpart to the Seller. 
  

									
	US AIRWAYS, INC.	 		 	AIRBUS S.A.S.
					
	By:	 	 /s/ US Airways, Inc.
	 		 	By:	 	 /s/ Airbus S.A.S.

	Name:	 	US AIRWAYS, INC.	 		 	Name:	 	Airbus S.A.S.
	Title:	 	Vice President – Fleet Planning	 		 	Title:	 	Senior Vice President Contracts