exv10w1



 





Exhibit 10.1




AMENDMENT No. 1 TO AMENDED AND RESTATED

PURCHASE AGREEMENT DCT-021/03



This Amendment No. 1 to Amended and Restated Purchase Agreement DCT-021/03, dated as of June 1,
2007 (“Amendment No. 1”) relates to the Amended and Restated Purchase Agreement DCT-021/03 (the
“Purchase Agreement”) between Embraer — Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and US
Airways Group, Inc. (“Buyer”) dated June 13, 2006 as amended from time to time (collectively
referred to herein as “Agreement”). This Amendment No. 1 is between Embraer and Buyer, collectively
referred to herein as the “Parties”.



This Amendment No. 1 sets forth additional agreements between Embraer and Buyer related to changes
in the Additional Aircraft delivery date.



Except as otherwise provided for herein, all terms of the Purchase Agreement shall remain in full
force and effect. All capitalized terms used in this Amendment No. 1 which are not defined herein
shall have the meaning given in the Purchase Agreement. In the event of any conflict between this
Amendment No. 1 and the Purchase Agreement, the terms, conditions and provisions of this Amendment
No. 1 shall control.



WHEREAS, Embraer and Buyer wish to defer the date by which Buyer must confirm the Block 1
Additional Aircraft and revise the Additional Aircraft delivery stream according.



NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged Embraer and Buyer
hereby agree as follows:




1. Additional Aircraft delivery schedule:



1.1 Article 1.2 of Attachment “E” to the Purchase Agreement shall be deleted and replaced by the
following:



“1.2 Additional Aircraft, subject to confirmation by Buyer




	 	 	 	 	 
	Additional	 	Contractual Delivery	 	 
	Aircraft #	 	Month	 	Block #
	26 **
	 	**	 	 
	27
	 	**	 	 
	28
	 	**
	 	**
	29
	 	**	 	 
	30
	 	**	 	 
	31 **
	 	**	 	 
	32
	 	**	 	 
	33
	 	**
	 	**
	34
	 	**	 	 
	35
	 	**	 	 
	36 **
	 	**	 	 





 






			
	** Confidential Treatment Requested.	 	 
	 
	Amendment No. 1 to Purchase Agreement DCT-021/03
	 	Page 1 of 3






 









 





	 	 	 	 	 
	Additional	 	Contractual Delivery	 	 
	Aircraft #	 	Month	 	Block #
	37
	 	**	 	 
	38
	 	**
	 	**
	39
	 	**	 	 
	40
	 	**	 	 
	41 **
	 	**	 	 
	42
	 	**	 	 
	43
	 	**
	 	**
	44
	 	**	 	 
	45
	 	**	 	 
	46 **
	 	**	 	 
	47
	 	**	 	 
	48
	 	**
	 	**
	49
	 	**	 	 
	50
	 	**	 	 
	51 **
	 	**	 	 
	52
	 	**	 	 
	53
	 	**
	 	**
	53
	 	**	 	 
	55
	 	**	 	 
	56 **
	 	**
	 	**
	57
	 	**	 	 





Buyer to provide confirmation to Embraer of its intention to purchase each block of Additional
Aircraft (above identified as of Block **) ** before the Contractual Delivery Month of the first
aircraft in each block of Additional Aircraft. **.



Notwithstanding the terms of the preceding paragraph, Block #1 shall be confirmed by Buyer on
or before **.”



1.2 Article 21.1 of the Purchase Agreement shall be revised on the second line of such article by
substituting the date of ** for the date of **.




2. 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.	 	 




[Signature page follows]




	 	 	 
	Amendment No. 1 to Purchase Agreement DCT-021/03
	 	Page 2 of 3






 









 




IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into
and executed this Amendment No. 1 to Purchase Agreement to be effective as of the date first
written above.




	 	 	 	 	 	 	 	 	 
	EMBRAER — Empresa Brasileira de	 	 	 	US Airways Group, Inc.
	Aeronáutica S.A.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Satoshi Yokota
	 	 	 	By
	 	/s/ Thomas T. Weir
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Satoshi Yokota
	 	 	 	Name:  	 	Thomas T. Weir
	Title:

	 	Executive Vice President
	 	 	 	Title: 	 	 Vice President and Treasurer
	 

	 	Technology Development	 	 	 	 	 	 
	 

	 	and Advanced Design	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ José Luís D. Molina	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	José Luís D. Molina
	 	 	 	Date:
	 	May 29, 2007
	Title:

	 	Vice President Contracts
	 	 	 	Place:
	 	Tempe, Arizona
	 

	 	Airline Market	 	 	 	 	 	 
	Date:

	 	June 1, 2007	 	 	 	 	 	 
	Place:

	 	São José dos Campos, Brazil	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witness:

	 	/s/ Carlos Martins Dutra
	 	 	 	Witness:
	 	/s/ John Ferlise
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Carlos Martins Dutra
	 	 	 	Name:
	 	John Ferlise
	 

	 	 
	 	 	 	 	 	 





			
	 	 	 
	Amendment No. 1 to Purchase Agreement DCT-021/03
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