exv10w2



 





Exhibit 10.2




AMENDMENT No. 2 TO AMENDED AND RESTATED

PURCHASE AGREEMENT DCT-021/03



This Amendment No. 2 to Amended and Restated Purchase Agreement DCT-021/03, dated as of June 6,
2007 (“Amendment No. 2”) 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. 2 is between Embraer and Buyer, collectively
referred to herein as the “Parties”.



This Amendment No. 2 sets forth additional agreements between Embraer and Buyer relative to Embraer
granting to Buyer the conditional option to purchase 140 additional Embraer 190 model aircraft.



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. 2, which are not defined herein
shall have the meaning given in the Purchase Agreement. In the event of any conflict between this
Amendment No. 2 and the Purchase Agreement the terms, conditions and provisions of this Amendment
No. 2 shall control.



WHEREAS, pursuant to Purchase Agreement DCT-021/03 executed by Embraer and Buyer dated May 9, 2003
(“Original Purchase Agreement”) Buyer had the right to acquire up to 140 option Embraer 145 model
aircraft;



WHEREAS, in connection with the amendment and restatement of the Original Purchase Agreement,
Buyer’s option to acquire the 140 EMBRAER model 145 aircraft was deleted by the agreement of the
Parties and was not included in the Purchase Agreement and pursuant to the terms of Article 21 of
the Purchase Agreement, Buyer’s options were limited to up to fifty (50) Option Aircraft which had
been identified and defined as “Reconfirmable EMBRAER 170 Aircraft” in the Original Purchase
Agreement;



WHEREAS, Buyer, with the consent of Embraer, has previously assigned the purchase rights for the
last thirty (30) of the fifty (50) Option Aircraft pursuant to the Option Aircraft Conversion,
Purchase Rights Assignment and Manufacturer’s Consent dated July 21, 2006, among Buyer, Embraer and
Republic Airline Inc.;



WHEREAS, Buyer, with the consent of Embraer, has previously assigned the purchase rights for an
additional eight (8) of Buyer’s fifty (50) Option Aircraft pursuant to the Second Option Aircraft
Conversion, Purchase Right Assignment and Manufacturer’s Consent dated January 12, 2007 among
Buyer, Embraer and Republic Airline Inc.;



WHEREAS, Buyer currently has only twelve (12) Option Aircraft remaining under the Purchase
Agreement and Buyer desires to reinstate its total aircraft options order from the Original
Purchase Agreement, and as such, increase by one hundred and forty (140) aircraft the total number
of Option Aircraft available under the Purchase Agreement; and




			
	 
	Amendment No. 2 to Amended and Restated Purchase Agreement DCT-021/03
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WHEREAS, Embraer is willing to grant to Buyer the right under various circumstances to acquire an
additional one hundred and forty (140) Option Aircraft.



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





	1.	 	Option Aircraft:




1.1 The terms of Article 2.3 of the Purchase Agreement shall be deleted and replaced with the
following:




     “Buyer shall have the option to purchase up to one hundred and fifty-two (152) Option
Aircraft, in accordance with Article 21 hereof.”




	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.	 	 
	 	 	 
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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.	 	 





[Signature page follows]




			
	 	 	 
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IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into
and executed this Amendment No. 2 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/ Mauro Kern Junior
	 	 	 	By
	 	/s/ Thomas T. Weir
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	Mauro Kern Junior
	 	 	 	Name: 	 	 Thomas T. Weir
	Title:

	 	Executive Vice President
	 	 	 	Title: 	 	 Vice President and Treasurer
	 

	 	Airline Market	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ José Luís D. Molina	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	Name:

	 	José Luís D. Molina
	 	 	 	Date:
	 	June 6, 2007
	Title:

	 	Vice President Contracts
	 	 	 	Place:
	 	Tempe, Arizona
	 

	 	Airline Market	 	 	 	 	 	 
	Date:

	 	June 6, 2007	 	 	 	 	 	 
	Place:

	 	São José dos Campos, Brazil	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witness:

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

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Carlos Martins Dutra
	 	 	 	Name:
	 	John Ferlise
	 

	 	 
	 	 	 	 	 	 





			
	 	 	 
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