Filed by Bowne Pure Compliance





Exhibit
10.3



AMENDMENT No. 5 TO AMENDED AND RESTATED

PURCHASE AGREEMENT DCT-021/03




This Amendment No. 5 to the Amended and Restated Purchase Agreement DCT-021/03, dated as of June
30, 2008 (“Amendment No. 5”) 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. 5 is between Embraer and Buyer,
collectively referred to herein as the “Parties”.



This Amendment No. 5 sets forth additional agreements between Embraer and Buyer with respects to
the matters set forth herein.



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. 5 which are not defined herein
shall have the meaning given in the Purchase Agreement. In the event of any conflict between this
Amendment No. 5 and the Purchase Agreement, the terms, conditions and provisions of this Amendment
No. 5 shall control.



WHEREAS, the Bureau of Labor Statistics has discontinued publishing certain Labor Indices which are
contained in the Escalation Formula, and



WHEREAS, pursuant to the Proposal of Major Change dated March 02, 2007, Embraer and Buyer have
agreed to change the rechargeable flashlights of certain Aircraft to non-rechargeable ones and
revise the unit Aircraft Basic Price accordingly.



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



1. Changes in the Escalation Formula




Since the Labor Indices ** and ** (as such indices are referred to in Attachment “D” to the
Purchase Agreement) are no longer published by the Bureau of Labor Statistics (“BLS”) of the US
Department of Labor, the Purchase Price for all Aircraft shall be calculated as described below.




	 	1.1	 	For the period from January 2003 up to May 2008, the Basic Price shall be escalated
according to Attachment “D” of the Purchase Agreement and the resulting escalation for
such period is **.







	 	1.2	 	For the period from May 2008 up to the Contractual Delivery Month, the Basic Price
shall be escalated according to Attachment “D1”, attached to this Amendment No. 5, which
shall be incorporated into the Purchase Agreement.






	 	1.3	 	Any references to Attachment “D” shall be deemed references to Attachments “D” and
“D1”, collectively, and any application of the Escalation Formula required under the
Purchase Agreement shall follow the procedure described in this Article 1 to this
Amendment No. 5.







 



			
	Amendment No. 5 to Purchase Agreement DCT-021/03








	 	 	 
	**	 	Confidential Treatment Requested.




 


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2. Flashlights




The ** and ** Aircraft shall be delivered with non-rechargeable flashlights. **. The Aircraft Basic
Price of ** Aircraft shall be increased by US$ ** (**) in ** economic conditions to reflect this
change.



3. Aircraft Basic Price




3.1 Article 3.1 of the Purchase Agreement shall be deleted and replaced by the following:



“3.1 Buyer agrees to pay Embraer, in United States dollars, the following unit Aircraft Basic Price
in ** economic conditions:



	 	 	 	 	 
	EMBRAER 190 Initial Aircraft

**
	 	US$  **
	EMBRAER 190 Initial Aircraft


**
	 	US$  **
	EMBRAER 190 Initial Aircraft


**
	 	US$  **
	EMBRAER 190 Additional Aircraft
	 	  US$  **”






3.2 The unit Option Aircraft Basic Price of US$ ** in Article 21.3 of the Purchase Agreement shall
be deleted and replaced by US$ **.



4. Miscellaneous




All other terms and conditions of the Purchase Agreement which are not specifically amended or
modified by this Amendment No. 5, shall remain in full force and effect without any change.



 



			
	Amendment No. 5 to Purchase Agreement DCT-021/03








	 	 	 
	**	 	Confidential Treatment Requested.








 


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IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and
executed this Amendment No. 5 to Purchase Agreement to be effective as of the date first written
above.



	 	 	 	 	 	 	 	 	 
	EMBRAER – Empresa
Brasileira de Aeronáutica S.A.	 	US Airways Group, Inc.	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	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 & Treasurer	 	 
	 

	 	Airline Market	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Jose Luis D. Molina
	 	Date:
	 	June 30, 2008	 	 
	Name:

	 	 

Jose Luis D. Molina
	 	Place:
	 	Phoenix, Arizona, U.S.A.	 	 
	Title:

	 	Vice President Contracts	 	 	 	 	 	 
	 

	 	Airline Market	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:

	 	June 30, 2008	 	 	 	 	 	 
	Place:

	 	S. Jose Dos Campos, Brazil	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Witness:
	 	/s/ Julieta Diederichsen
	 	Witness: 
	 	/s/ David Lin	 	 
	Name:

	 	  

Julieta Diederichsen
	 	Name:
	 	 

David Lin
	 	 






 



			
	Amendment No. 5 to Purchase Agreement DCT-021/03








 


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ATTACHMENT “D1”

PRICE ESCALATION FORMULA




All Indices mentioned below are based on the United States publications “Employment and Earnings”
and “Producer Price Indexes”, published by the Bureau of Labor Statistics of the US Department of
Labor (http://stats.bls.gov), that reflect the variations on the prices of labor and commodities on
the USA market.



**




	 	 	 
	Attachment D1 to Amended and Restated Purchase Agreement DCT-021/03








	 	 	 
	**	 	Confidential Treatment Requested.







 


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