EXHIBIT 10.1

***Pursuant to 17 CFR 240.24b-2, confidential information has been omitted
and has been filed separately with the Securities and Exchange Commission
pursuant to a Confidential Treatment Application filed with the Commission.











                  AIRBUS A319/A320/A321 PURCHASE AGREEMENT

                        Dated as of October 31, 1997

                                  between

                              AVSA, S.A.R.L.,

                                                                     Seller

                                    and


                          US Airways Group, Inc.,

                                                                      Buyer





                              C O N T E N T S


        CLAUSES              TITLE


         0                   PURCHASE AGREEMENT

         1                   DEFINITIONS

         2                   SALE AND PURCHASE

         3                   CHANGES

         4                   PRICE

         5                   PRICE REVISION

         6                   PAYMENT TERMS

         7                   PLANT REPRESENTATIVES - INSPECTION

         8                   BUYER'S ACCEPTANCE

         9                   DELIVERY

        10                   EXCUSABLE DELAY

        11                   INEXCUSABLE DELAY

        12                   WARRANTIES AND SERVICE LIFE POLICY

        13                   PATENT INDEMNITY

        14                   TECHNICAL PUBLICATIONS

        15                   FIELD ASSISTANCE

        16                   TRAINING AND TRAINING AIDS

        17                   VENDORS' PRODUCT SUPPORT

        18                   BUYER FURNISHED EQUIPMENT AND DATA

        19                   ASSIGNMENT

        20                   DATA RETRIEVAL

        21                   TERMINATION FOR CERTAIN EVENTS

        22                   MISCELLANEOUS PROVISIONS




                              C O N T E N T S


        EXHIBITS             TITLE


        EXHIBIT "A-1"        A319 AIRCRAFT SPECIFICATION

        EXHIBIT "A-2"        A320 AIRCRAFT SPECIFICATION

        EXHIBIT "A-3"        A321 AIRCRAFT SPECIFICATION

        EXHIBIT "B"          CHANGE ORDERS TO STANDARD SPECIFICATIONS
                             (SCNs)

        EXHIBIT "C"          SCN FORM

        EXHIBIT "D"          SELLER SERVICE LIFE POLICY

        EXHIBIT "E"          CERTIFICATE OF ACCEPTANCE

        EXHIBIT "F"          TECHNICAL PUBLICATIONS

        EXHIBIT "G"          AIRFRAME PRICE REVISION FORMULA

        EXHIBIT "H-1"        CFM INTERNATIONAL PRICE REVISION FORMULA FOR
                             A319 AIRCRAFT

        EXHIBIT "H-2"        CFM INTERNATIONAL PRICE REVISION FORMULA FOR
                             A320 AIRCRAFT

        EXHIBIT "H-3"        CFM INTERNATIONAL  PRICE REVISION FORMULA FOR
                             A321 AIRCRAFT




                              C O N T E N T S

LETTER AGREEMENTS                   TITLE


LETTER AGREEMENT NO. 1              SPARE PARTS PROCUREMENT

LETTER AGREEMENT NO. 2              DELIVERIES

LETTER AGREEMENT NO. 3              ADDITIONAL AIRCRAFT

LETTER AGREEMENT NO. 4              CONVERSION RIGHTS

LETTER AGREEMENT NO. 5              PURCHASE INCENTIVES

LETTER AGREEMENT NO. 6              SPECIFICATION MATTERS

LETTER AGREEMENT NO. 7              PRODUCT SUPPORT

LETTER AGREEMENT NO. 8A             A319 PERFORMANCE GUARANTEES - CFM
                                    56-5B-6

LETTER AGREEMENT NO. 8B             A320 PERFORMANCE GUARANTEES - CFM
                                    56-5B-4

LETTER AGREEMENT NO. 8C             A321 PERFORMANCE GUARANTEES - CFM
                                    56-5B-3

LETTER AGREEMENT NO. 9              ***

LETTER AGREEMENT NO. 10             ***

LETTER AGREEMENT NO. 11             PREDELIVERY PAYMENTS

LETTER AGREEMENT NO. 12             ***

LETTER AGREEMENT NO. 13             TECHNICAL DISPATCH RELIABILITY
                                    GUARANTEE



                     P U R C H A S E   A G R E E M E N T


This agreement is made this 31st day of October 1997


between
               AVSA, a societe a responsabilite limitee organized and
               existing under the laws of the Republic of France, having
               its registered office located at

               2, rond-point Maurice Bellonte
               31700 BLAGNAC
               FRANCE

               (hereinafter referred to as the "Seller")

and

               US Airways Group, Inc. a corporation organized and existing
               under the laws of the State of Delaware, United States of
               America, having its executive offices located at

               2345 Crystal Drive
               Arlington, VA 22227

               (hereinafter referred to as the "Buyer")


WHEREAS,


a)      the Buyer wishes to purchase and the Seller is willing to sell up
        to four hundred (400) Airbus Industrie aircraft, upon the terms and
        conditions herein provided; and

b)      the Seller is a sales subsidiary of Airbus Industrie, G.I.E., and
        will purchase the A319, A320 and A321 model aircraft from Airbus
        Industrie, G.I.E., for resale to the Buyer.


NOW THEREFORE IT IS AGREED AS FOLLOWS:


1 -            DEFINITIONS
               -----------

               For all purposes of this agreement, except as otherwise
               expressly provided or unless the context otherwise requires,
               the following terms will have the following meanings:

               A319 Aircraft - any or all of the Firm A319 Aircraft,
               Reconfirmable A319 Aircraft and Additional Aircraft that the
               Buyer selects as A319-100 aircraft and Aircraft that the
               Buyer converts into A319-100 aircraft to be purchased by the
               Seller and sold to the Buyer pursuant to this Agreement,
               together with all components, equipment, parts and
               accessories installed in or on such aircraft and the
               Propulsion Systems installed thereon upon delivery.

               A319 Airframe - any A319 Aircraft, excluding the Propulsion
               Systems therefor.

               A320 Aircraft - any or all of the Firm A320 Aircraft,
               Reconfirmable A320 Aircraft and Additional Aircraft that the
               Buyer selects as A320-200 aircraft and Aircraft that the
               Buyer converts into A320-200 aircraft to be purchased by the
               Seller and sold to the Buyer pursuant to this Agreement,
               together with all components, equipment, parts and
               accessories installed in or on such aircraft and the
               Propulsion Systems installed thereon upon delivery.

               A320 Airframe - any A320 Aircraft, excluding the Propulsion
               Systems therefor.

               A321 Aircraft - any or all of the Additional Aircraft that
               the Buyer selects as A321- 200 aircraft and Aircraft that
               the Buyer converts into A321-200 aircraft to be purchased by
               the Seller and sold to the Buyer pursuant to this Agreement,
               together with all components, equipment, parts and
               accessories installed in or on such aircraft and the
               Propulsion Systems installed thereon upon delivery.

               A321 Airframe - any A321 Aircraft, excluding the Propulsion
               Systems therefor.

               Additional Aircraft - up to one hundred sixty (160)
               A319-100, A320-200 and/or A321-200 model aircraft other than
               Firm Aircraft and Reconfirmable Aircraft that may be
               purchased by the Seller and sold to the Buyer pursuant to
               this Agreement, together with all components, equipment,
               parts and accessories installed in or on such aircraft and
               the Propulsion Systems installed thereon upon delivery.

               Affiliate - with respect to any person or entity, any other
               person or entity directly or indirectly controlling,
               controlled by or under common control with such person or
               entity, not including any of the Associated Contractors.

               Agreement - this Airbus A319/A320/A321 Purchase Agreement,
               including all exhibits, appendices and letter agreements
               attached or otherwise incorporated herein and all SCNs, as
               the same may be amended or modified (whether by formal
               amendment, letter, correspondence or otherwise in writing)
               from time to time, and in effect from time to time.

               Aircraft - any or all of the A319 Aircraft, A320 Aircraft
               and A321 Aircraft to be purchased by the Seller and sold to
               the Buyer pursuant to this Agreement, together with all
               components, equipment, parts and accessories installed in or
               on such aircraft and the Propulsion Systems installed
               thereon upon delivery.

               Airframe - any Aircraft, excluding the Propulsion Systems
               therefor.

               Airframe Price Revision Formula - the formula set forth in
               Exhibit "G" of this Agreement.

               ASC - Airbus Service Company, Inc., a corporation organized
               and existing under the laws of the State of Delaware, having
               its registered office located at 198 Van Buren Street, Suite
               300, Herndon, VA 20170, or any successor thereto.

               Associated Contractors - collectively, the members and, for
               certain purposes, subcontractors of the Manufacturer from
               time to time, which members presently are:

               (1)    AEROSPATIALE, SOCIETE NATIONALE INDUSTRIELLE
                      ("Aerospatiale"), whose principal office is at
                      37, Boulevard de Montmorency
                      75016 Paris
                      France

               (2)    BRITISH AEROSPACE (OPERATIONS) LTD, whose principal
                      office is at
                      Warwick House
                      PO Box 87
                      Farnborough Aerospace Centre
                      Farnborough
                      Hants GU14 6YU
                      England

               (3)    CONSTRUCCIONES AERONAUTICAS, S.A., whose principal
                      office is at
                      404 Avenida de Aragon
                      28022 Madrid
                      Spain

               (4)    DAIMLER-BENZ AEROSPACE AIRBUS, GmbH ("Daimler-Benz"),
                      whose principal office is at
                      Kreetslag 10
                      Postfach 95 01 09
                      21111 Hamburg
                      Germany

               ATA Specification 100 - the specification issued by the Air
               Transport Association of America relating to manufacturers'
               technical data.

               ATA Specification 101 - the specification issued by the Air
               Transport Association of America relating to ground
               equipment technical data.

               ATA Specification 102 - the specification issued by the Air
               Transport Association of America relating to software
               programs.

               ATA Specification 200 - the specification issued by the Air
               Transport Association of America relating to integrated data
               processing.

               ATA Specification 300 - the specification issued by the Air
               Transport Association of America relating to the packaging
               of spare parts shipments.

               ATA Specification 2000 - the specification issued by the Air
               Transport Association of America relating to an
               industry-wide communication system linking suppliers and
               users for the purposes of spares provisioning, purchasing,
               order administration, invoicing and information or data
               exchange.

               ATA Specification 2100 - the specification issued by the Air
               Transport Association of America relating to the standards
               for the presentation of technical information prepared as
               digital media (magnetic tape or CD ROM).

               Base Price - for any Aircraft, Airframe or Propulsion
               Systems, as defined in Subclause 4.1 of this Agreement.

               Buyer Furnished Equipment - for any Aircraft, all the items
               of equipment that will be furnished by the Buyer and
               installed in the Aircraft by the Seller, as defined in the
               Specification.

               ***

               Commercial Constraints - means delivery positions that are
               not available solely because they are under offer to another
               customer or because they would require unreasonably
               expensive modifications to meet the Specification.

               Courseware - computer-based-training programs developed and
               owned or licensed by the Seller in conjunction with the
               Buyer's training programs.

               Customer Originated Changes - as defined in Subclause 14.5.3
               of this Agreement.

               Deposit - as defined in Subclause 6.2.4 of this Agreement.

               Development Changes - as defined in Subclause 3.2 of this
               Agreement.

               DGAC - the Direction Generale de l'Aviation Civile of
               France, or any successor agency thereto.

               Excusable Delay - as defined in Subclause 10.1 of this
               Agreement.

               FAA - the U.S. Federal Aviation Administration, or any
               successor agency thereto.

               Failure - as defined in Subclause 12.2 of this Agreement.

               Final Contract Price - as defined in Subclause 4.2 of this
               Agreement.

               Firm A319 Aircraft - any or all of the one hundred nine
               (109) firm A319-100 aircraft for which the delivery schedule
               is set forth in Subclause 9.1.1 hereof to be purchased by
               the Seller and sold to the Buyer pursuant to this Agreement,
               together with all components, equipment, parts and
               accessories installed in or on such aircraft and the
               Propulsion Systems installed thereon upon delivery.

               Firm A320 Aircraft - any or all of the fifteen (15) firm
               A320-200 aircraft for which the delivery schedule is set
               forth in Subclause 9.1.1 hereof to be purchased by the
               Seller and sold to the Buyer pursuant to this Agreement,
               together with all components, equipment, parts and
               accessories installed in or on such aircraft and the
               Propulsion Systems installed thereon upon delivery.

               Firm Aircraft - any or all of the Firm A319 Aircraft and
               Firm A320 Aircraft to be purchased by the Seller and sold to
               the Buyer pursuant to this Agreement, together with all
               components, equipment, parts and accessories installed in or
               on such aircraft and the Propulsion Systems installed
               thereon upon delivery.

               Industrial Constraints - means delivery positions that are
               not physically available, because production capacity limits
               have been reached.

               Inexcusable Delay - as defined in Subclause 11.1 of this
               Agreement.

               In-house Warranty - as referred to in Subclause 12.1.7 of
               this Agreement.

               In-house Warranty Labor Rate - as defined in Subclause
               12.1.7(v) of this Agreement.

               Interface Problem - as defined in Subclause 12.4.1 of this
               Agreement.

               Item - as defined in Subclause 12.2 of this Agreement.

               LBA - Luftfahrt-Bundesamt of Germany or any successor agency
               thereto.

               LIBOR - for each stated interest period, the rate for
               deposits in US dollars being quoted to prime banks in the
               London Interbank Market for such an interest period, at
               11:00 a.m., London time, on the day that is two (2) days
               (other than a Saturday, Sunday or a day that is a legal
               holiday or a day on which banking institutions are
               authorized to close in the City of New York, New York,
               London, England, or Paris, France) before the first day of
               an interest period. Such rate may be displayed on the
               Reuters Screen LIBO Page, the Bloomberg LIBOR screen, or in
               the Wall Street Journal or The Financial Times. The Buyer
               and Seller will consult these sources and agree on the rate.
               In the event that agreement cannot be reached, if at least
               two (2) such offered rates appear on the Reuters Screen LIBO
               Page, the rate for that interest period will be the
               arithmetic mean of such offered rates rounded to the nearest
               basis point (0.5 rounds to 1), otherwise the rate for that
               interest period will be "LIBOR" as quoted by National
               Westminster Bank, plc. "Reuters Screen LIBO Page" means the
               display designated as page "LIBO" on the Reuters Monitor
               Money Rates Service (or any successor to such page or
               service).

               Manufacturer - Airbus Industrie, a "Groupement d'Interet
               Economique" established under "Ordonnance" No. 67-821 dated
               September 23, 1967, of the Republic of France.

               Material - as defined in Subclause 1.1 of Letter Agreement
               No. 1 to the Agreement.

               Material Breach - as defined in Subclause 21.1 of this
               Agreement.

               Predelivery Payment - any payment made against the Final
               Contract Price of an Aircraft, the expected schedule for
               which is set forth in Subclause 6.2.2 of this
               Agreement.

               Predelivery Payment Reference Price - as defined in
               Subclause 6.2.3 of this Agreement.

               Product Support Agreements - as referred to in Subclause
               17.1.1 of this Agreement.

               Propulsion Systems - the two (2) powerplants manufactured by
               CFM International to be installed, as applicable, on an A319
               Aircraft, A320 Aircraft or A321 Aircraft at delivery, each
               composed of the powerplant (as such term is defined in
               Chapters 70-80 of ATA Specification 100 (Revision 21), but
               limited to the equipment, components, parts and accessories
               included in the powerplant, as so defined), that have been
               sold to the Manufacturer by CFM International, which do not
               include the nacelles or thrust reversers.

               Qualifying Affiliate - as defined in Subclause 19.5 of this
               Agreement.

               Reconfirmable A319 Aircraft - any or all of the
               reconfirmable A319-100 aircraft that may be purchased by the
               Seller and sold to the Buyer pursuant to this Agreement,
               together with all components, equipment, parts and
               accessories installed in or on such aircraft and the
               Propulsion Systems installed thereon upon delivery.

               Reconfirmable A320 Aircraft - any or all of the
               reconfirmable A320-200 aircraft that may be purchased by the
               Seller and sold to the Buyer pursuant to this Agreement,
               together with all components, equipment, parts and
               accessories installed in or on such aircraft and the
               Propulsion Systems installed thereon upon delivery.

               Reconfirmable A321 Aircraft - any or all of the
               reconfirmable A321-200 aircraft that may be purchased by the
               Seller and sold to the Buyer pursuant to this Agreement,
               together with all components, equipment, parts and
               accessories installed in or on such aircraft and the
               Propulsion Systems installed thereon upon delivery.

               Reconfirmable Aircraft - any or all of the Reconfirmable
               A319 Aircraft, Reconfirmable A320 Aircraft and Reconfirmable
               A321 Aircraft that may be purchased by the Seller and sold
               to the Buyer pursuant to this Agreement, together with all
               components, equipment, parts and accessories installed in or
               on such aircraft and the Propulsion Systems installed
               thereon upon delivery.

               RFC - as defined in Subclause 3.3 of this Agreement.

               SCN - as defined in Subclause 3.1 of this Agreement.

               Seller Parts - industrial proprietary components, equipment,
               accessories or parts of the Manufacturer manufactured to the
               detailed design of the Manufacturer or a subcontractor of it
               and bearing official part numbers of the Manufacturer or
               material for which the Seller has exclusive sales rights in
               the United States of America.

               Service Life Policy - as referred to in Subclause 12.2 of
               this Agreement.

               Specifications - as defined in Subclause 2.2 of this
               Agreement.

               Standard Specifications - as defined in Subclause 2.2 of
               this Agreement.

               Technical Publications - as defined in Subclause 14.1 of
               this Agreement.

               Training - as defined in Subclause 16.1 of this Agreement.

               Training Conference - as defined in Subclause 16.2.1 of this
               Agreement.

               Vendor - each manufacturer of Vendor Parts.

               Vendor Component - as defined in Subclause 12.4.3 of this
               Agreement.

               Vendor Parts - any equipment, component, accessory, or part
               installed in or intended to be installed in an Aircraft,
               other than Warranted Parts, Propulsion Systems and
               Buyer Furnished Equipment.

               Warranted Part - as defined in Subclause 12.1.1 of this
               Agreement.

               Warranty Claim - as defined in Subclause 12.1.6(iv) of this
               Agreement.

               Working Day - with respect to any action to be taken
               hereunder, a day other than a Saturday, Sunday or other day
               designated as a legal holiday in the jurisdiction in which
               such action is required to be taken, provided that for
               purposes of determining when any notice or election, any
               payment or any delivery of any Aircraft is required to be
               made, "Working Days" will mean any day other than a
               Saturday, Sunday or other day designated as a legal holiday
               or on which banks are permitted to be closed in (a)
               Toulouse, France, with respect to A320 Aircraft, (b)
               Hamburg, Germany, with respect to A319 Aircraft and A321
               Aircraft, (c) New York, New York or (d) any other location
               where applicable United States federal offices (such as
               those of the FAA) are located.

               The terms "herein," "hereof" and "hereunder" and other words
               of similar import refer to this Agreement, and not a
               particular Clause thereof.

               The term "including" as used in this Agreement means
               "including, without limitation," unless otherwise specified
               or unless the context otherwise requires.

               Technical and trade items not otherwise defined herein will
               have the meanings assigned to them as generally accepted in
               the aircraft manufacturing industry.


2 -            SALE AND PURCHASE

2.1            General

               The Seller will cause to be manufactured and will sell and
               deliver, and the Buyer will buy and take delivery of the
               Aircraft subject to the terms and conditions contained
               in this Agreement.

2.2            Specification Documents

               Each Aircraft will be manufactured, and when delivered will
               be in accordance with the Specification for such Aircraft:

               (i)    in respect of the A319 Aircraft, Standard
                      Specification Document No. J.000.01000, Issue 3,
                      Temporary Revision 1, dated August 25, 1995 (the
                      "A319 Standard Specification"),

               (ii)   in respect of A320 Aircraft, Standard Specification
                      Document No. D.000.02000, Issue 4, dated March 30,
                      1995, (the "A320 Standard Specification"), and

               (ii)   in respect of A321 Aircraft, Standard Specification
                      Document No. E.000.02000, Issue 1, dated June 30,
                      1995 (the "A321 Standard Specification").

               Copies of the A319 Standard Specification, A320 Standard
               Specification and A321 Standard Specification are annexed
               hereto as, respectively, Exhibit "A-1," Exhibit "A-2" and
               Exhibit "A-3" to this Agreement (collectively, the "Standard
               Specifications"). The Standard Specifications, as amended by
               the change orders set forth in Exhibit "B" hereto are
               hereinafter referred to as the "Specifications." The
               Specifications may be further modified from time to time
               pursuant to the provisions of Clause 3 below.

2.3            Certification

               Prior to the delivery of the first A319 Aircraft, the first
               A320 Aircraft and the first A321 Aircraft, the Seller will
               obtain or cause to be obtained a US FAA Type Certificate
               (transport category) for the Aircraft pursuant to Part 21
               and in compliance with the applicable provisions of Part 25
               of the US Federal Aviation Regulations. At or before such
               time, the Seller will provide the Buyer with a copy of each
               such Type Certificate.

               Each Aircraft will be delivered to the Buyer with (i) the
               Certificate of Airworthiness for Export issued by the LBA
               for A319 Aircraft and A321 Aircraft and DGAC for A320
               Aircraft, ***. The Buyer will remain responsible for the
               United States registration of the Aircraft. The Seller will
               not be liable for any failure to obtain the above
               certificates if the Buyer fails to cooperate. The Seller
               will have no obligation, whether before, at or after
               delivery of any Aircraft, to make any alterations to such
               Aircraft to enable such Aircraft to meet FAA requirements
               for specific operation on routes unique to the Buyer, ***.

               Except as set forth in this Subclause 2.3, the Seller will
               not be required to obtain any other certificate or approval
               with respect to the Aircraft.


3 -            CHANGES

3.1            Specification Change Notices

               The Specifications may be amended from time to time by a
               Specification Change Notice, a written agreement between the
               parties (each such Specification Change Notice being herein
               called an "SCN" and being substantially in the form of
               Exhibit "C" hereto). Each SCN will set forth in detail the
               particular changes to be made in the Specifications, and the
               effect, if any, of such changes on design, performance,
               weight, balance, time of delivery, Buyer Furnished Equipment
               and price (in base year dollars and, for information
               purposes only, in then current year dollars) of each
               Aircraft affected thereby and interchangeability or
               replaceability of parts. SCNs will not be binding on either
               party until signed by persons duly authorized in writing by
               the Buyer and the Seller, but upon being so signed will
               constitute amendments to this Agreement. All SCNs will be
               signed on behalf of the Buyer by an officer in its finance
               department and an officer in flight operations or
               maintenance, or alternatively may be signed by the Buyer's
               chief executive officer or president.

3.2            Development Changes

               ***, the Specifications may also be revised by the Seller
               without an SCN or the Buyer's consent solely to incorporate
               Manufacturer-decided changes that are deemed necessary or
               useful to correct defects, improve the Aircraft or its
               process of manufacture, prevent delay, or ensure compliance
               with this Agreement and that do not increase the price or
               adversely affect the delivery, overall dimensions, weight,
               operational or maintenance requirements or performance of
               the Aircraft or adversely (i) change the interchangeability
               or replaceability requirements of the Specifications with
               respect to parts or (ii) *** (hereinafter called
               "Development Changes"). *** Such list is called the
               Technical Information Document (TID).

3.3            Requests and Approvals

               In the event that the Buyer files a Request for Change
               ("RFC") with the Seller and the RFC does not subsequently
               become an SCN for any reason, such RFC will be cancelled
               without charge to the Buyer. Upon receipt of any request for
               a proposed change, the Seller will consider such request in
               good faith and will respond within ten (10) Working Days
               with (i) if possible, all appropriate information,
               including, a written estimated range of the cost thereof,
               the impact on the delivery dates of the applicable Aircraft
               and any certification requirements, or (ii) if (i) is not
               possible, with a date when the Seller will provide the Buyer
               with the information in (i). In the event that the Buyer
               requests the Seller in writing to incorporate a proposed
               change (excluding Development Changes) in an Aircraft and
               the Seller agrees to such request and incorporates such
               change, but the change is not subsequently made the subject
               of an SCN for any reason (other than the Seller's
               unreasonable refusal to sign the SCN or otherwise acting in
               bad faith), the Buyer will pay to the Seller the actual
               direct cost of design and other work resulting from such
               request and incurred by the Seller ***. In the event that
               the Buyer requests the Seller in writing to proceed with
               a proposed change before any requisite approval of the LBA,
               for A319 Aircraft and A321 Aircraft, DGAC, for A320
               Aircraft, and FAA has been obtained and subsequently such
               LBA, DGAC or FAA approval is not obtained, any SCN which
               will have been executed in connection with such proposed
               change will be deemed cancelled. ***

3.4            Specification Changes Before Delivery

               If, pursuant to the promulgation, adoption, issuance, change
               or interpretation of any applicable law or regulation, any
               change in the Specifications has to be made before delivery
               of any Aircraft to enable ***. For each such change, the
               parties will sign an SCN specifying the effect, if any, of
               such change on design, performance, weight, balance, time of
               delivery, Buyer Furnished Equipment and price of each
               Aircraft affected thereby and interchangeability or
               replaceability of parts. If the Seller anticipates that the
               scheduled delivery of any Aircraft will be postponed by
               reason of such change, the delivery date of such Aircraft as
               provided in Subclause 9.1 will be extended to the extent
               required by reason of such change, ***.

               The Seller will use all reasonable efforts to ensure that
               each Aircraft that is the subject of such postponement is
               "ready for delivery" without discrimination against
               the Aircraft.

               ***

               The cost of the changes applicable to Propulsion Systems,
               will be borne by the Buyer or the manufacturer thereof in
               accordance with such arrangements as may be made separately
               between the Buyer and the manufacturer of the Propulsion
               Systems.

3.5            Specification Changes After Delivery

               Subclause 3.4 will not require the Seller to make any
               changes or modifications to or to make any payments or take
               any other action with respect to any Aircraft delivered to
               the Buyer before any law or regulation referred to in
               Subclause 3.4 is to be complied with. Any such changes or
               modifications made to an Aircraft after its delivery to the
               Buyer will be at the Buyer's expense, except as otherwise
               agreed between the Buyer and the Seller.

3.6            Specification Evolution

               The Seller will keep the Buyer advised of any evolution in
               the design of the A320 family of aircraft and of any new
               relevant option that becomes available with respect
               to the Aircraft.


4 -            PRICE

4.1            Base Price of the Aircraft

               The "Base Price" of each Aircraft is the sum of:

               (i)  the Base Price of the Airframe, and

               (ii) the Base Price of the Propulsion Systems.

4.1.1          Base Price of the Airframe

4.1.1.1        A319 Airframe

               The Base Price of the A319 Airframe will be the sum of the
               Base Prices set forth below in (i) and (ii):

               (i)    the Base Price of the Standard A319 Airframe, as
                      defined in the A319 Standard Specification set forth
                      in Exhibit "A-1" hereto (excluding Buyer Furnished
                      Equipment, Propulsion Systems and SCNs), at delivery
                      conditions prevailing in January 1996, which is:

                             US $ ***

                      (US dollars-***), and

               (ii)   the Base Price of any and all SCNs mutually agreed
                      upon prior to the signature of this Agreement and set
                      forth in Exhibit "B," at delivery conditions
                      prevailing in January 1996, which is:

                             US $ ***

                      (US dollars-***).

4.1.1.2        A320 Airframe

               The Base Price of the A320 Airframe will be the sum of the
               Base Prices set forth below in (i) and (ii):

               (i)    the Base Price of the Standard A320 Airframe, as
                      defined in the A320 Standard Specification set forth
                      in Exhibit "A-2" hereto (excluding Buyer Furnished
                      Equipment, Propulsion Systems and SCNs), at delivery
                      conditions prevailing in January 1996, which is:

                             US $ ***

                      (US dollars-***), and

               (ii)   the Base Price of any and all SCNs mutually agreed
                      upon prior to the signature of this Agreement and set
                      forth in Exhibit "B," at delivery conditions
                      prevailing in January 1996, which is:

                             US $ ***

                      (US dollars-***).

4.1.1.3        A321 Airframe

               The Base Price of the A321 Airframe will be the sum of the
               Base Prices set forth below in (i) and (ii):

               (i)    the Base Price of the Standard A321 Airframe, as
                      defined in the A321 Standard Specification set forth
                      in Exhibit "A-3" hereto (excluding Buyer Furnished
                      Equipment, Propulsion Systems and SCNs), at delivery
                      conditions prevailing in January 1996, which is:

                             US $ ***

                      (US dollars-***), and

               (ii)   the Base Price of any and all SCNs mutually agreed
                      upon prior to the signature of this Agreement and set
                      forth in Exhibit "B," at delivery conditions
                      prevailing in January 1996, which is:

                             US $ ***

                      (US dollars-***).

4.1.1.4        The Base Price of the Airframe of each Aircraft will be
               revised to the actual delivery date of such Aircraft in
               accordance with the Airframe Price Revision Formula.

4.1.2          Base Price of the Propulsion Systems

4.1.2.1        A319 Aircraft

4.1.2.1.1      CFM International CFM 56-5B-6/P Propulsion Systems

               The Base Price of a set of two (2) CFM 56-5B-6/P Propulsion
               Systems is the sum of the Base Prices quoted below in (i)
               and (ii):

               (i)      Base Price of the CFM 56-5B-6/P Engines

                        The Base Price of a set of two (2) CFM 56-5B-6/P
                        engines and additional standard equipment, at
                        delivery conditions prevailing in January 1996,
                        which is:

                             US $ ***

                        (US dollars-***).

                        Said Base Price has been calculated with reference
                        to the Reference Price indicated by CFM
                        INTERNATIONAL of US $*** as defined by the
                        Reference Composite Price Index of *** and in
                        accordance with economic conditions prevailing in ***.

                        Said Reference Price is subject to adjustment to
                        the date of delivery of the Aircraft in accordance
                        with the CFM INTERNATIONAL Price Revision Formula
                        set forth in Exhibit "H-1" of this Agreement.

               (ii)     Base Price of Nacelles and Thrust Reversers

                        The Base Price of a set of two (2) nacelles and two
                        (2) thrust reversers for the CFM 56-5B-6/P
                        Propulsion Systems at delivery conditions
                        prevailing in January 1996, which is:

                             US $ ***

                        (US dollars-- ***).

                        Said Base Price is subject to adjustment to the
                        date of delivery of the Aircraft in accordance with
                        the Airframe Price Revision Formula.

4.1.2.2        A320 Aircraft

4.1.2.2.1      CFM International CFM 56-5B-4/P Propulsion Systems

               The Base Price of a set of two (2) CFM 56-5B-4/P Propulsion
               Systems is the sum of the Base Prices quoted below in (i)
               and (ii):

               (i)      Base Price of the CFM 56-5B-4/P Engines

                        The Base Price of a set of two (2) CFM 56-5B-4/P
                        engines and additional standard equipment, at
                        delivery conditions prevailing in January 1996,
                        which is:

                             US $ ***

                        (US dollars-***).

                        Said Base Price has been calculated with reference
                        to the Reference Price indicated by CFM
                        INTERNATIONAL of US $*** as defined by the
                        Reference Composite Price Index of *** and in
                        accordance with economic conditions prevailing in ***.

                        Said Reference Price is subject to adjustment to
                        the date of delivery of the Aircraft in accordance
                        with the CFM INTERNATIONAL Price Revision Formula
                        set forth in Exhibit "H-2" of this Agreement.

               (ii)     Base Price of Nacelles and Thrust Reversers

                        The Base Price of a set of two (2) nacelles and two
                        (2) thrust reversers for the CFM 56-5A-3/P
                        Propulsion Systems at delivery conditions
                        prevailing in January 1996, which is:

                             US $ ***

                        (US dollars-***).

                        Said Base Price is subject to adjustment to the
                        date of delivery of the Aircraft in accordance with
                        the Airframe Price Revision Formula.

4.1.2.3        A321 Aircraft

4.1.2.3.1      CFM International CFM 56-5B-3/P Propulsion Systems

               The Base Price of a set of two (2) CFM 56-5B-3/P Propulsion
               Systems is the sum of the Base Prices quoted below in (i)
               and (ii):

               (i)      Base Price of the CFM 56-5B-3/P Engines

                        The Base Price of a set of two (2) CFM 56-5B-3/P
                        engines and additional standard equipment, at
                        delivery conditions prevailing in January 1996,
                        which is:

                             US $ ***

                        (US dollars-***).

                        Said Base Price has been calculated with reference
                        to the Reference Price indicated by CFM
                        INTERNATIONAL of US$*** as defined by the Reference
                        Composite Price Index of *** and in accordance with
                        economic conditions prevailing in ***.

                        Said Reference Price is subject to adjustment to
                        the date of delivery of the Aircraft in accordance
                        with the CFM INTERNATIONAL Price Revision Formula
                        set forth in Exhibit "H-3" of this Agreement.

               (ii)     Base Price of Nacelles and Thrust Reversers

                        The Base Price of a set of two (2) nacelles and two
                        (2) thrust reversers for the CFM 56-5B-3/P
                        Propulsion Systems at delivery conditions
                        prevailing in January 1996, which is:

                             US $ ***

                        (US dollars-***).

                        Said Base Price is subject to adjustment to the
                        date of delivery of the Aircraft in accordance with
                        the Airframe Price Revision Formula.

4.2            Final Contract Price

               The Final Contract Price of an Aircraft will be the sum of:

               (i)        the Base Price of the Airframe constituting a
                          part of such Aircraft, as adjusted to the date of
                          delivery of such Aircraft in accordance with
                          Subclause 5.1 of this Agreement;

               (ii)       the price (as of delivery conditions prevailing
                          in January 1996) of any SCNs constituting a part
                          of such Aircraft that are entered into pursuant
                          to Clause 3 after the date of execution of this
                          Agreement, as adjusted to the date of delivery of
                          such Aircraft in accordance with Subclause 5.1 of
                          this Agreement;

               (iii)      the Reference Price of the installed Propulsion
                          Systems constituting a part of such Aircraft, as
                          adjusted to the date of delivery of such Aircraft
                          in accordance with Subclause 5.2 of this
                          Agreement; and

               (iv)       any other adjustment resulting from any other
                          provisions of this Agreement and/or any other
                          written agreement between the Buyer and the
                          Seller relating to the Aircraft and specifically
                          stating that such adjustment is to be included in
                          or taken into account in the Final Contract Price
                          of an Aircraft, such as the Seller's purchase of
                          Buyer Furnished Equipment from the Buyer.

4.3            Validity of Propulsion Systems Prices

               It is understood that the prices cited above and the price
               revision formulas referred to in Subclause 5.2 concerning
               the Propulsion Systems and related equipment are based on
               information received from the Propulsion Systems
               manufacturer and remain subject to any modifications that
               might be jointly communicated by the Propulsion Systems
               manufacturer and the Buyer to the Seller and the
               Manufacturer.

4.4            Taxes, Duties and Imposts

4.4.1          The Seller will bear and pay the amount of any and all
               taxes, duties, imposts or similar charges of any nature
               whatsoever that are (i) imposed upon the Buyer, or any
               assignee pursuant to an assignment as set forth in Clause
               19, (ii) imposed upon the Seller with an obligation on the
               Buyer to withhold or collect the amount thereof from the
               Seller or (iii) imposed upon the Buyer with an obligation on
               the Seller to withhold or collect such amount from the
               Buyer, and that are levied, assessed, charged or collected
               for or in connection with the fabrication, manufacture,
               modification, assembly, sale, delivery, use of or payment
               under this Agreement for any Aircraft, component, accessory,
               service, equipment or part delivered or furnished hereunder,
               provided such taxes, duties, imposts or similar charges have
               been levied, assessed, charged or collected in the Republic
               of France under laws promulgated and enforceable in the
               Republic of France, in respect of A320 Aircraft, and Germany
               under laws promulgated and enforceable in Germany, in
               respect of A319 Aircraft and A321 Aircraft.

4.4.2          The Buyer will bear and pay the amount of any and all taxes,
               duties, imposts or similar charges of any nature whatsoever
               imposed upon the Seller (except for taxes based on or
               measured by the Seller's income), imposed upon the Buyer
               with an obligation on the Seller to collect the amount
               thereof for the Buyer, or imposed upon the Seller with an
               obligation for the Buyer to withhold such amount from the
               Seller (except for income taxes collected by withholding),
               which are levied, assessed, charged or collected for or in
               connection with the sale, delivery or use of (except any use
               prior to delivery to the Buyer), or payment under this
               Agreement for any Aircraft, component, accessory, equipment
               or part delivered or furnished hereunder, provided such
               taxes, duties, imposts or similar charges have been
               promulgated and are enforceable under any laws ***.

4.4.3          If a claim is made against one party (the "Indemnitee") for
               any taxes, duties, imposts or similar charges for which the
               other party (the "Indemnitor") has agreed to be liable
               pursuant to the provisions of this Agreement, the Indemnitee
               will promptly notify the Indemnitor. In lieu of any
               direction or request by the Indemnitor received within five
               (5) Working Days of the due date specified in said claim,
               the Indemnitee may pay the amount of said tax, duty, impost
               or charge and claim against the Indemnitor for reimbursement
               consistent with Subclause 4.4. However, if requested by the
               Indemnitor in writing, the Indemnitee will, at the
               Indemnitor's expense, take such action as the Indemnitor may
               reasonably direct with respect to such asserted liability
               and will not pay such taxes, duties, imposts or similar
               charges except under protest, if protest is necessary. If
               payment is made, the Indemnitee will, at the Indemnitor's
               expense, take such action as the Indemnitor may reasonably
               direct to recover payment and will, if requested, permit the
               Indemnitor in the Indemnitee's name to file a claim or
               commence an action to recover such payment. If the
               Indemnitee will receive a refund or credit for all or any
               part of such taxes, duties, imposts or similar charges, then
               the Indemnitee will promptly repay the Indemnitor the amount
               of any such refund or credits which are attributable to the
               amount paid by the Indemnitor, including any interest
               received thereon, but less any expenses incurred by the
               Indemnitee in pursuing such refund or credit.


5 -            PRICE REVISION

5.1            Airframe Price Revision Formula

               Base Price of the Airframe of each Aircraft will be revised
               to the actual delivery date of such Aircraft in accordance
               with the Airframe Price Revision Formula, unless otherwise
               provided in this Agreement.

5.2            Propulsion Systems Price Revision Formula

               The Reference Price of the Propulsion Systems will be
               revised to the actual delivery date of the Aircraft on which
               such Propulsion Systems are installed in accordance with the
               revision formula set forth in, as applicable, Exhibit "H-1,"
               Exhibit "H-2" or Exhibit "H-3" hereto, unless otherwise
               provided in this Agreement.


6 -            PAYMENT TERMS

6.1            Method and Place of Payment

6.1.1          The Buyer will pay all sums due hereunder in immediately
               available funds in United States dollars by credit to the
               Seller's account at Credit Lyonnais, New York Branch, or to
               such other account located in the United States of America
               as the Seller will designate by notice to the Buyer.

6.1.2          The Seller will pay all sums due hereunder to the Buyer in
               immediately available funds in United States dollars by
               credit to the Buyer's account, account no. 2147591, at PNC
               Bank in Pittsburgh, Pennsylvania, or to such other account
               located in the United States of America as the Buyer
               designates by notice to the Seller.

6.2            Predelivery Payments

6.2.1          Predelivery Payments will be paid by the Buyer to the Seller
               for each Aircraft and will, in the aggregate, amount to ***
               of the Predelivery Payment Reference Price of the Aircraft
               defined below in Subclause 6.2.3. ***

6.2.2          Predelivery Payments will be paid according to the following
               schedules.

6.2.2.1        Predelivery Payments will be paid according to the following
               schedule:

                                                Percentage of the Predelivery
               Payment Date                            Reference Price

               ***                                         ***

6.2.2.2        Predelivery Payments for the Reconfirmable Aircraft and
               Additional Aircraft will be paid according to the following
               schedule:

                                               Percentage of the Predelivery
               Payment Date                           Reference Price

               ***                                        ***

6.2.3          The Predelivery Payment Reference Price is defined as:

               A =        Pb (1 + 0.05N)

               where

               A =        the Predelivery Payment Reference Price for
                          Aircraft to be delivered in calendar year T.

               Pb =       the Base Price of the Aircraft as defined in
                          Subclause 4.1 above.

               N =        (T -1996).

               T =        the year of delivery of the relevant Aircraft.

6.2.4          The Seller acknowledges that it has already received from
               the Buyer the sum of US$ *** (US dollars-***), which
               represents a deposit of US$*** (US dollars-***) for the
               first one hundred twenty (120) Firm Aircraft (each a
               "Deposit"). Each US$ ***(US dollars-***) deposit paid with
               respect to each particular Firm Aircraft will be credited
               without interest against the first Predelivery Payment for
               such Firm Aircraft due upon execution of this Agreement.

6.3            Payment of Final Contract Price

               Concurrently with the transfer of title to each Aircraft,
               the Buyer will pay to the Seller the Final Contract Price
               thereof, less the total amount of the Predelivery Payments
               theretofore received by the Seller for such Aircraft under
               Subclause 6.2 above, ***. The Seller's receipt of the full
               amount of all Predelivery Payments and of the Final Contract
               Price, *** will be a condition precedent to the Seller's
               obligation to deliver such Aircraft.

6.4            Payment of Other Amounts

               Unless otherwise expressly provided for herein, any payments
               due hereunder or in respect of an Aircraft in addition to
               those referred to in Subclauses 6.2.2 and 6.3 above will be
               paid by the Buyer concurrently with the delivery of the
               corresponding Aircraft or, if invoiced after delivery of
               such Aircraft, within one (1) month after the invoice date.

6.5            Overdue Payments

               If any payment due under this Agreement is not received on
               the date or dates as agreed upon between the Buyer and the
               Seller, the person entitled to receive payments (the
               "Recipient") will have the right to claim from the person
               owing such payment (the "Payor") and the Payor will promptly
               pay to the Recipient *** interest at a rate per annum equal
               to *** on the amount of such overdue payment, to be
               calculated from and including the due date of such payment
               to (but excluding) the date such payment is received by the
               Recipient. For purposes of the foregoing sentence, any
               period of less than one month will be prorated to include
               the period during which the payment is overdue. The
               Recipient's right to receive such interest will be in
               addition to any other rights of the Recipient hereunder or
               at law.  ***

6.6            Refund of Predelivery Payments

               The Buyer will have no right to any refund of any deposit or
               Predelivery Payment received by the Seller, except as
               otherwise provided in this Agreement.

6.7            Proprietary Interest

               The Buyer will not, by virtue of anything contained in this
               Agreement (including, without limitation, any Predelivery
               Payments hereunder, or any designation or identification by
               the Seller of a particular Aircraft as an Aircraft to which
               any of the provisions of this Agreement refers), and
               notwithstanding any provision of law to the contrary,
               acquire any proprietary, insurable or other interest
               whatsoever in any Aircraft prior to delivery of and payment
               for such Aircraft as provided in this Agreement.

6.8            Tender of Delivery

               In addition to any other rights and remedies available to
               the Seller, the Seller will not be obligated to tender
               delivery of any Aircraft to the Buyer, if, ***, the Buyer is
               still in default of its obligation to make any Predelivery
               Payment due with respect to such Aircraft.

6.9            Payment in Full

               The Buyer's obligation to make payments to the Seller
               hereunder will not be affected by and will be determined
               without regard to any setoff, counterclaim, recoupment,
               defense or other right that the Buyer may have against the
               Seller or any other person and all such payments will be
               made without deduction or withholding of any kind.


7 -            PLANT REPRESENTATIVES - INSPECTION

7.1            Inspection Procedures

7.1.1          All work to be carried out on the Aircraft and all materials
               and parts thereof will at all reasonable times during
               business hours be open to inspection by duly authorized
               representatives of the Buyer or its designee at the
               respective works of the Associated Contractors and, if
               possible, at the works of their respective subcontractors,
               and such representatives will, to carry out the aforesaid
               inspection, have access to such relevant technical data as
               is reasonably necessary for this purpose (except that, if
               access to any part of the respective works where
               construction is in progress or materials or parts are stored
               is restricted for security reasons, the Associated
               Contractors will be allowed a reasonable time to make the
               items available for inspection elsewhere). The actual
               detailed inspection of the Aircraft, materials and parts
               thereof will take place only in the presence of the
               respective inspection department personnel of the Associated
               Contractors or their subcontractors. The procedures for such
               inspections will be agreed upon with the Buyer prior to any
               inspection, based on modifications to the Manufacturer's
               Quality Instruction document.

7.1.2          For the purposes of Subclause 7.1.1 above and commencing
               with the date of this Agreement until the delivery of the
               last Aircraft, the Seller will furnish free-of-charge
               adequate secretarial assistance and suitable, private and
               secure (with access limited and controlled by the Buyer in
               its sole discretion) space, office equipment,
               telecommunications (including telephone and facsimile lines
               and equipment for professional use only) and facilities in
               or conveniently located with respect to each of
               Daimler-Benz's works in Hamburg, Germany, with respect to
               A319 Aircraft and A321 Aircraft, and Aerospatiale's works in
               Toulouse, France, with respect to A320 Aircraft, for the use
               of not more than six (6) (or more if reasonably necessary)
               representatives of the Buyer during the aforementioned
               period.

7.1.3          All inspections, examinations and discussions with the
               Seller's, the Associated Contractors' or their respective
               subcontractors' engineering or other personnel by the Buyer
               and its said representatives will be performed in such
               manner as not to unreasonably delay or hinder the work to be
               carried out on the Aircraft or the proper performance of
               this Agreement. In no event will the Buyer or its
               representatives be permitted to inspect any aircraft other
               than the Aircraft. The Seller will not permit, and will
               cause the Manufacturer not to permit, any representatives,
               employees, agents or personnel of any other airline or
               customer to inspect, or to have access to, the Aircraft or
               any designs or specifications relating thereto.

7.2            INDEMNITY

7.2.1          SCOPE

               IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS
               CLAUSE 7, THE SELLER AND THE BUYER PROVIDE THE INDEMNITIES
               SET FORTH IN SUBCLAUSES 7.2.2 AND 7.2.3.

7.2.2          SELLER'S INDEMNITY

               THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS
               DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST
               ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES

               (I)        FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING
                          INJURIES TO OR DEATH OF THE BUYER'S REPRESENTATIVES
                          PARTICIPATING IN ANY TESTS, CHECKOUTS OR INSPECTIONS
                          OR CONTROLS UNDER THIS CLAUSE 7) CAUSED BY THE
                          BUYER OR ITS REPRESENTATIVES, AND

               (II)       FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING
                          LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID
                          REPRESENTATIVES) CAUSED BY THE BUYER OR ITS
                          REPRESENTATIVES,

               ARISING OUT OF OR IN CONNECTION WITH ANY SUCH TESTS,
               CHECKOUTS, INSPECTIONS OR CONTROLS UNDER THIS CLAUSE 7.

               THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH
               LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT
               OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE
               OF THE BUYER'S SAID REPRESENTATIVES.

7.2.3          BUYER'S INDEMNITY

               THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, THE
               MANUFACTURER, EACH OF THE ASSOCIATED CONTRACTORS AND THEIR
               RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS,
               AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES,
               DAMAGES, LOSSES, COSTS AND EXPENSES

               (I)        FOR INJURIES TO OR DEATHS OF THE BUYER'S SAID
                          REPRESENTATIVES PARTICIPATING IN ANY TESTS,
                          CHECKOUTS, INSPECTIONS OR CONTROLS UNDER THIS
                          CLAUSE 7,

               (II)       FOR LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S
                          SAID REPRESENTATIVES, AND

               (III)      ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT
                          OR GROSS NEGLIGENCE OF THE BUYER'S SAID
                          REPRESENTATIVES.

               WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING
               SENTENCE, THE BUYER WILL NOT BE OBLIGATED TO INDEMNIFY OR
               HOLD HARMLESS THE SELLER WHERE THE LIABILITIES, DAMAGES,
               LOSSES, COSTS OR EXPENSES ARISE FROM THE SELLER'S, THE
               MANUFACTURER'S OR ANY OF THE ASSOCIATED CONTRACTORS' OR
               THEIR RESPECTIVE SUBCONTRACTORS' OR THEIR RESPECTIVE
               OFFICERS', AGENTS' OR EMPLOYEES' WILLFUL MISCONDUCT OR GROSS
               NEGLIGENCE.

7.2.4          CLAIMS

               IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST
               EITHER PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS
               OR EMPLOYEES) FOR DAMAGES FOR DEATH OR INJURY, OR FOR
               PROPERTY DAMAGE, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY
               THE OTHER PARTY PURSUANT TO THIS SUBCLAUSE 7.2, THE FORMER
               (INDEMNITEE) WILL PROMPTLY GIVE NOTICE TO THE OTHER PARTY
               (INDEMNITOR), AND THE INDEMNITOR WILL HAVE THE RIGHT TO
               INVESTIGATE, AND THE RIGHT IN ITS SOLE DISCRETION TO ASSUME
               AND CONDUCT THE DEFENSE OF OR SETTLE OR COMPROMISE, SUCH
               CLAIM, ACTION, PROCEEDING OR LAWSUIT. HOWEVER, IF IN THE
               REASONABLE OPINION OF THE INDEMNITEE, SUCH DEFENSE,
               SETTLEMENT OR COMPROMISE INVOLVES THE POTENTIAL IMPOSITION
               OF CRIMINAL LIABILITY ON THE INDEMNITEE OR A CONFLICT OF
               INTEREST BETWEEN THE INDEMNITOR AND THE INDEMNITEE, THE
               INDEMNITOR WILL NOT BE ENTITLED TO ASSUME AND CONDUCT THE
               DEFENSE OF ANY SUCH CLAIM, ACTION, PROCEEDING OR LAWSUIT.
               THE INDEMNITEES WILL BE ENTITLED, AT THEIR OWN EXPENSE,
               ACTING THROUGH ONE (1) COUNSEL, TO PARTICIPATE IN ANY CLAIM,
               ACTION, PROCEEDING OR LAWSUIT THE DEFENSE OF WHICH HAS BEEN
               ASSUMED BY THE INDEMNITOR PURSUANT TO THE PRECEDING
               PROVISIONS, PROVIDED, THAT SUCH PARTICIPATION DOES NOT, IN
               THE REASONABLE OPINION OF INDEPENDENT COUNSEL OF THE
               INDEMNITOR, INTERFERE WITH THE CONDUCT OF SUCH DEFENSE.
               NOTWITHSTANDING ANYTHING TO THE CONTRARY, NO SETTLEMENT OR
               COMPROMISE WILL BE ENTERED INTO WITHOUT THE PRIOR WRITTEN
               CONSENT OF THE INDEMNITEE, WHICH CONSENT WILL NOT BE
               UNREASONABLY WITHHELD OR DELAYED. EACH INDEMNITEE WILL
               COOPERATE WITH THE INDEMNITOR IN THE INVESTIGATION AND
               CONDUCT OF THE DEFENSE OF ANY CLAIM, ACTION, PROCEEDING OR
               LAWSUIT INDEMNIFIED HEREUNDER.

               IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT
               THE DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE INDEMNITEE
               WILL HAVE THE RIGHT TO PROCEED WITH DEFENSE OF THE CLAIM OR
               LAWSUIT AS IT DEEMS APPROPRIATE AND WILL HAVE AN ACTION
               AGAINST THE INDEMNITOR FOR ANY JUDGMENTS, SETTLEMENTS, COSTS
               OR EXPENSES INCURRED IN CONDUCTING SAID DEFENSE. FOR THE
               PURPOSE OF THIS SUBCLAUSE 7.2, A CLAIM OR LAWSUIT AGAINST
               THE MANUFACTURER OR ANY OF THE ASSOCIATED CONTRACTORS OR ANY
               OF THEIR RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR
               RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES WILL BE
               DEEMED TO BE A LAWSUIT AGAINST THE SELLER.


8 -            BUYER'S ACCEPTANCE

8.1            Acceptance Procedures

8.1.1          The Seller or any Affiliate thereof acting as the Seller's
               designee will give to the Buyer not less than thirty (30)
               days' notice of the proposed date and time when the Buyer's
               acceptance tests will be conducted, and, in the event that
               the Buyer elects to attend the said tests, the Buyer will
               cooperate in complying with the reasonable requirements of
               the Seller with the intention of completing all tests within
               five (5) Working Days after commencement. The tests will
               take place at Daimler-Benz's works in Hamburg, Germany, for
               A319 Aircraft and A321 Aircraft, and at Aerospatiale's works
               near Toulouse, France, for A320 Aircraft, and will be
               carried out by the personnel of the Manufacturer
               (accompanied, if the Buyer so wishes, by representatives of
               the Buyer up to a total of six (6) (or more if reasonably
               requested by the Buyer) acting as observers, of whom not
               more than two (2) will have access to the cockpit at any one
               time and of whom one (1) may act as copilot, subject to such
               person's appropriate certification). During flight tests,
               these representatives will comply with the instructions of
               the Manufacturer's representatives. The Manufacturer will
               not normally be required in the course of such acceptance
               tests to fly any of the Aircraft for more than an aggregate
               of three (3) hours, unless more time is necessary to
               complete the acceptance tests.

8.1.2          The Seller will cause ASC, at no cost to the Buyer, to
               brief, and provide one (1) free-of-charge four (4) hour
               simulator session for each new set of acceptance pilots.
               This briefing will provide specific information related to
               acceptance flights.

8.1.3          The acceptance tests will be designed to demonstrate the
               satisfactory functioning of the Aircraft and all systems
               relating thereto, and compliance with the terms,
               requirements and conditions of this Agreement, including
               conformity to the Specifications and ***. During such
               acceptance tests the Seller will make available to the Buyer
               all records and logs relating to the Aircraft and related
               systems, and the Buyer will have access to interior
               equipment, parts and components and will be permitted to
               perform ground checks, and, with respect to the Propulsion
               Systems, engine runs, engine borescoping and performance
               acceptance checks. The successful completion of such
               acceptance tests will also be deemed to demonstrate
               compliance with the Specifications. The acceptance tests
               will be conducted in accordance with the Manufacturer's
               aircraft acceptance procedure, as amended to incorporate the
               Buyer's reasonable requests. At the time of delivery, the
               Aircraft will comply with all relevant limits and tolerances
               specified in the Aircraft Maintenance Manual. In the event
               that the Buyer does not attend the tests or fails to so
               cooperate, the Seller may complete them in the absence of
               the Buyer, provided that the Seller has given the Buyer
               reasonable prior written notice of not less than seven (7)
               days of its intention to complete such tests and the Buyer
               remains absent or uncooperative. The Buyer will be deemed to
               have accepted the tests, if such tests are reasonably deemed
               satisfactory by the Seller, and the Seller will furnish such
               data with respect to such tests as the Buyer may reasonably
               request. Notwithstanding the above, said acceptance by the
               Buyer will not impair the rights of the Buyer that derive
               from the warranties relating to the Aircraft.

8.1.4          If the acceptance tests for an Aircraft are not successfully
               completed or there is a defect, the Buyer, within two (2)
               days after such tests, will give notice to the Seller
               specifying such unsuccessful completion or defect.
               Thereafter the Seller will, without unreasonable hindrance
               from the Buyer, carry out any necessary changes and, as soon
               as practicable thereafter, resubmit the Aircraft for new
               acceptance tests, including flight tests if necessary,
               demonstrate the elimination of the defect, such tests to be
               held and carried out in accordance with this Subclause 8.1.
               In order to avoid a delay in the delivery of any Aircraft
               found to have one or more defects, the Buyer may elect with
               the consent of the Seller (such consent not to be
               unreasonably withheld) to take delivery of such Aircraft
               prior to the correction of such defects and without
               prejudice to any rights the Buyer may have under this
               Agreement against the Seller by reason of such defects.

               In the event the Buyer elects to take delivery of an
               Aircraft with defects pursuant to the preceding paragraph,
               delivery of such Aircraft will be made as originally
               scheduled, and such defects will be corrected, at the
               Seller's expense, by the Buyer or the Seller at such
               subsequent time as is mutually acceptable to the Buyer and
               the Seller, and as will be set forth in a written agreement
               that will state the settlement agreed by the Buyer and the
               Seller with respect to such defects.

8.1.5          Within three (3) months of execution of the Agreement, the
               Buyer and the Seller will review the technical documentation
               provided by the Seller at delivery of each Aircraft, and, if
               practicable, will agree on any reasonable changes to such
               documentation deemed necessary by the Buyer.

8.2            Seller's Use of Aircraft

               The Seller will be entitled to use, without compensation to
               the Buyer, each Aircraft prior to its delivery as may be
               necessary to obtain the certificates required under Clause 2
               hereof, and such use will not *** affect the Buyer's
               obligation to accept delivery of any Aircraft hereunder. ***
               All damage incurred in connection with the Seller's use of
               the Aircraft will be repaired ***.

8.3            Certificate of Acceptance

               When the Aircraft is "ready for delivery" as defined below
               in Subclause 9.2, the Buyer will forthwith give to the
               Seller a signed Certificate of Acceptance in the form
               attached as Exhibit "E" in respect of the relevant Aircraft.
               Should the Buyer fail to so deliver the said Certificate,
               then the Buyer will be deemed to be in default as though it
               had without warrant rejected delivery of such Aircraft when
               duly tendered to it hereunder and will thereafter bear all
               costs and expenses resulting from such delay in delivery.
               The execution and delivery of a Certificate of Acceptance by
               the Buyer in respect of an Aircraft will not constitute
               waiver by the Buyer of any rights and remedies it may have
               in respect of any Aircraft under Clauses 12 and 13 of this
               Agreement.

8.4            Finality of Acceptance

               The Buyer's acceptance of delivery of each Aircraft will
               constitute waiver by the Buyer of any right it may have
               under the Uniform Commercial Code or otherwise to revoke
               such acceptance for any reason, whether known or unknown to
               the Buyer at the time of acceptance.

8.5            INDEMNITY

8.5.1          SCOPE

               IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS
               CLAUSE 8, THE SELLER AND THE BUYER PROVIDE THE INDEMNITIES
               SET FORTH IN SUBCLAUSES 8.5.2 AND 8.5.3.

8.5.2          SELLER'S INDEMNITY

               THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS
               DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST
               ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES


               (I)        FOR ALL INJURIES TO AND DEATHS OF PERSONS
                          (EXCEPTING INJURIES TO AND DEATHS OF THE BUYER'S
                          REPRESENTATIVES PARTICIPATING IN ANY GROUND OR
                          FLIGHT TESTS UNDER THIS CLAUSE 8) CAUSED BY THE
                          BUYER OR ITS REPRESENTATIVES, AND

               (II)       FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING
                          LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID
                          REPRESENTATIVES), CAUSED BY THE BUYER OR ITS
                          REPRESENTATIVES,

               ARISING OUT OF OR IN CONNECTION WITH THE OPERATION OF THE
               AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS UNDER THIS
               CLAUSE 8.

               THIS INDEMNITY OF THE SELLER WILL NOT APPLY FOR ANY SUCH
               LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT
               OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE
               OF THE BUYER'S SAID REPRESENTATIVES.

8.5.3          BUYER'S INDEMNITY

               THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, THE
               MANUFACTURER, EACH OF THE ASSOCIATED CONTRACTORS AND THEIR
               RESPECTIVE SUBCONTRACTORS AND EACH OF THEIR RESPECTIVE
               DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST
               ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES

               (I)        FOR INJURIES TO OR DEATHS OF THE BUYER'S SAID
                          REPRESENTATIVES PARTICIPATING IN ANY GROUND OR
                          FLIGHT TESTS UNDER THIS CLAUSE 8,

               (II)       FOR LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S
                          SAID REPRESENTATIVES, AND

               (III)      ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT
                          OR GROSS NEGLIGENCE OF THE BUYER'S SAID
                          REPRESENTATIVES.


               WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING
               SENTENCE, THE BUYER WILL NOT BE OBLIGATED TO INDEMNIFY OR
               HOLD HARMLESS THE SELLER WHERE THE LIABILITIES, DAMAGES,
               LOSSES, COSTS OR EXPENSES ARISE FROM THE SELLER'S, THE
               MANUFACTURER'S OR ANY OF THE ASSOCIATED CONTRACTORS' OR
               THEIR RESPECTIVE SUBCONTRACTORS' OR THEIR RESPECTIVE
               OFFICERS', AGENTS' OR EMPLOYEES' WILLFUL MISCONDUCT OR GROSS
               NEGLIGENCE.

8.5.4          CLAIMS

               IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST
               EITHER PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS
               OR EMPLOYEES) FOR DAMAGES FOR DEATH OR INJURY OR FOR
               PROPERTY DAMAGE, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY
               THE OTHER PARTY PURSUANT TO THIS SUBCLAUSE 8.5, THE FORMER
               (INDEMNITEE) WILL PROMPTLY GIVE NOTICE TO THE OTHER PARTY
               (INDEMNITOR), AND THE INDEMNITOR WILL HAVE THE RIGHT TO
               INVESTIGATE, AND THE RIGHT IN ITS SOLE DISCRETION TO ASSUME
               AND CONDUCT THE DEFENSE OF OR SETTLE OR COMPROMISE, SUCH
               CLAIM, ACTION, PROCEEDING OR LAWSUIT.

               HOWEVER, IF IN THE REASONABLE OPINION OF THE INDEMNITEE,
               SUCH DEFENSE, SETTLEMENT OR COMPROMISE INVOLVES THE
               POTENTIAL IMPOSITION OF CRIMINAL LIABILITY ON THE INDEMNITEE
               OR A CONFLICT OF INTEREST BETWEEN THE INDEMNITOR AND THE
               INDEMNITEE, THE INDEMNITOR WILL NOT BE ENTITLED TO ASSUME
               AND CONDUCT THE DEFENSE OF ANY SUCH CLAIM, ACTION,
               PROCEEDING OR LAWSUIT. THE INDEMNITEES WILL BE ENTITLED, AT
               THEIR OWN EXPENSE, ACTING THROUGH ONE (1) COUNSEL, TO
               PARTICIPATE IN ANY CLAIM, ACTION, PROCEEDING OR LAWSUIT THE
               DEFENSE OF WHICH HAS BEEN ASSUMED BY THE INDEMNITOR PURSUANT
               TO THE PRECEDING PROVISIONS, PROVIDED, THAT SUCH
               PARTICIPATION DOES NOT, IN THE REASONABLE OPINION OF
               INDEPENDENT COUNSEL OF THE INDEMNITOR, INTERFERE WITH THE
               CONDUCT OF SUCH DEFENSE. NOTWITHSTANDING ANYTHING TO THE
               CONTRARY, NO SETTLEMENT OR COMPROMISE WILL BE ENTERED INTO
               WITHOUT THE PRIOR WRITTEN CONSENT OF THE INDEMNITEE, WHICH
               CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED. EACH
               INDEMNITEE WILL COOPERATE WITH THE INDEMNITOR IN THE
               INVESTIGATION AND CONDUCT OF THE DEFENSE OF ANY CLAIM,
               ACTION, PROCEEDING OR LAWSUIT INDEMNIFIED HEREUNDER.

               IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT
               THE DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE INDEMNITEE
               WILL HAVE THE RIGHT TO PROCEED WITH DEFENSE OF THE CLAIM OR
               LAWSUIT AS IT DEEMS APPROPRIATE AND WILL HAVE AN ACTION
               AGAINST THE INDEMNITOR FOR ANY JUDGMENTS, SETTLEMENTS, COSTS
               OR EXPENSES INCURRED IN CONDUCTING SAID DEFENSE. FOR THE
               PURPOSE OF THIS SUBCLAUSE 8.5, A CLAIM OR LAWSUIT AGAINST
               THE MANUFACTURER OR ANY OF THE ASSOCIATED CONTRACTORS OR ANY
               OF THEIR RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR
               RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES WILL BE
               DEEMED TO BE A LAWSUIT AGAINST THE SELLER.


9 -            DELIVERY

9.1            Delivery Locations, Schedule and Notice of Delivery Date

               Subject to the provisions of this Agreement, the Seller will
               have the Aircraft ready for delivery at Daimler-Benz's works
               in Hamburg, Germany, or at Aerospatiale's
               works near Toulouse, France, as the case may be.

9.1.1          The Buyer will accept the Aircraft, during the months and
               years set forth below in this Subparagraph 9.1.1.

               (i)    Firm A319 Aircraft

Firm A319        Month of                 Firm A319            Month of
Aircraft No.     Delivery                 Aircraft No.         Delivery

1                October 1998             ***                  ***
2                October 1998
3                November 1998
4                November 1998
5                December 1998
6                December 1998
7                January 1999
8                January 1999
9                February 1999
10               March 1999
11               May 1999
12               June 1999
13               June 1999
14               July 1999

***              ***


(ii)             Firm A320 Aircraft

Firm A320        Month of                 Firm A320            Month of
Aircraft No.     Delivery                 Aircraft No.         Delivery

***              ***                      ***                  ***


(iii)            Reconfirmable A319 Aircraft

Reconfirmable    Month of                 Reconfirmable        Month of
A319 Aircraft    Delivery                 A319 Aircraft        Delivery
No.              --------                 No.                  --------


***              ***                      ***                  ***


9.1.2          The Seller and the Buyer will agree on the type selection
               and delivery dates of the remaining thirty-nine (39)
               Reconfirmable Aircraft not later than December 31, 1997.

9.1.3          ***

9.1.4          Not later than thirty (30) days prior to the date scheduled
               for acceptance tests for a particular Aircraft, the Seller
               will give the Buyer notice of the anticipated date on which
               such Aircraft will be ready for delivery. Not later than
               fifteen (15) days prior to such date notified to the Buyer,
               the Seller will (i) confirm to the Buyer that such
               anticipated delivery date is firm or (ii) in the event the
               Seller cannot confirm such date as being firm, confirm a new
               date, which will be no more than two (2) Working Days in
               Germany, for A319 Aircraft and A321 Aircraft, and France,
               for A320 Aircraft, before or after the originally scheduled
               date.

9.2            Certificate of Airworthiness

               Each Aircraft will for the purpose of this Agreement be
               deemed to be "ready for delivery" upon (a) the satisfactory
               completion of its acceptance tests, (b) the issuance of
               Certificate of Airworthiness for Export in the "Transport
               Category" with respect thereto by the LBA, with respect to
               A319 Aircraft and A321 Aircraft, and DGAC, with respect to
               A320 Aircraft, and (c) the Seller's compliance with the
               other obligations to be performed by it under Subclauses 2.3
               and 9.3 hereof.

9.3            Title

               Title to and risk of loss of and damage to the Aircraft will
               pass to the Buyer upon delivery following execution of the
               Certificate of Acceptance and upon payment of the Final
               Contract Price for such Aircraft. The Seller will provide
               the Buyer with (a) an invoice(s) in form and substance
               satisfactory to the Buyer, (b) a bill of sale duly conveying
               to the Buyer good title to such Aircraft free and clear of
               all liens, claims, charges and encumbrances of any kind
               whatsoever, (c) an FAA-approved form bill of sale executed
               by the Seller in favor of the Buyer, and (d) such other
               appropriate documents of title or other documents as the
               Buyer may reasonably request.

9.4            Buyer Delays

               In the event that:

               (i)    the delivery of and payment of the Final Contract
                      Price for the Aircraft is delayed more than five (5)
                      days after the firm delivery date established
                      pursuant to Subclause 9.1 due to any breach of the
                      Buyer under this Agreement, or

               (ii)   within two (2) days after delivery of and transfer of
                      title to the Aircraft the Buyer has failed to remove
                      such Aircraft for whatever reason (except for reasons
                      attributable to the Seller or the Manufacturer),

               then the Buyer will on demand reimburse the Seller for all
               reasonable out-of-pocket costs and expenses sustained by the
               Seller and resulting from any such delay or failure. Such
               reimbursement will be in addition to any other rights that
               the Seller may have under this Agreement as a result of any
               such delay or failure.

9.5            Flyaway Expenses

               ***


10 -           EXCUSABLE DELAY

10.1           Scope

               Neither the Seller nor the Manufacturer will be responsible
               for or be deemed to be in default on account of delays in
               delivery or failure to deliver or otherwise in the
               performance of this Agreement or any part hereof due to
               causes reasonably beyond the Seller's, the Manufacturer's or
               any Associated Contractor's control or not occasioned by the
               Seller's, the Manufacturer's or any Associated Contractor's
               fault, misconduct or negligence ("Excusable Delay").

               It is expressly understood and agreed that each of (i) any
               delay caused directly or indirectly by the Buyer's failure
               to comply with its obligations hereunder, and (ii) any delay
               in delivery or otherwise in the performance of this
               Agreement by the Seller due in whole or in part to any delay
               in or failure of the delivery of, or any other event or
               circumstance relating to, the Propulsion Systems or Buyer
               Furnished Equipment, will, to the extent attributable to
               such delay, constitute Excusable Delay for the Seller,
               unless such delay or failure of delivery or other event or
               circumstance is attributable to any default by the Seller of
               its obligations hereunder or any failure of the Seller to
               notify the Buyer and the manufacturer of the Propulsion
               Systems in a timely manner of the Seller's need therefor.

               The Seller will promptly after becoming aware of any delay
               falling within the provisions of this Subclause 10.1 (i)
               notify the Buyer of such delay and of the probable extent
               thereof, including, without limitation, a description of the
               cause thereof and, if possible, a possible date of
               rescheduled delivery in accordance with the terms of this
               Agreement, and after such prompt initial notice, apprise the
               Buyer of the status of such delay and possible date of such
               rescheduled delivery, and (ii) subject to the following
               provisions, as soon as practicable after the removal of the
               cause or causes for delay, resume the performance of those
               obligations affected under this Agreement. The Seller and
               the Manufacturer will endeavor to limit the extent of any
               such delay. The Seller will schedule the delivery of the
               Aircraft that is the subject of such delay to a date
               compatible with the Aircraft delivery schedule of the Buyer.

10.2           Unanticipated Delay

               In the event that the delivery of any Aircraft will be
               delayed by reason of an Excusable Delay for a period of more
               than twelve (12) months after the end of the calendar month
               in which delivery is otherwise required hereunder, the Buyer
               will be entitled to terminate this Agreement with respect
               only to the Aircraft so affected upon written notice given
               to the Seller within thirty (30) days after the expiration
               of such twelve (12) month period. In the event such delay
               will continue for an additional six (6) month period after
               the expiration of such twelve (12) month period, either
               party will have the option to terminate this Agreement with
               respect to the Aircraft so affected upon written notice
               given to the other within thirty (30) days after the end of
               such additional six (6) month period. Any termination of
               this Agreement in respect of an Aircraft pursuant to this
               Subclause 10.2 will discharge all obligations and
               liabilities of the parties hereunder with respect to such
               affected Aircraft, ***.

10.3           Anticipated Delay

               In respect of any Aircraft, the Seller may conclude that
               Excusable Delays will (i) cause delay in delivery of such
               Aircraft for a period of more than twelve (12) months after
               the end of the calendar month in which delivery is otherwise
               required or (ii) prevent delivery of such Aircraft. In such
               event, in good faith and in accordance with its normal
               scheduling procedures, the Seller will give written notice
               to the Buyer of either (i) such delay and its related
               rescheduling reflecting such delay(s) or (ii) such
               nondelivery. Within thirty (30) days after the Buyer's
               receipt of such notice, the Buyer may terminate this
               Agreement as to such rescheduled or nondeliverable Aircraft
               by giving written notice to the Seller. Such termination
               will discharge all obligations and liabilities of the
               parties hereunder with respect to such affected Aircraft,
               except that the Seller will repay to the Buyer, within three
               (3) Working Days of the Buyer's giving notice to the Seller,
               an amount equal to the entire amount of any Predelivery
               Payment received from the Buyer hereunder with respect to
               such affected Aircraft, ***.

10.4           Delivery Date

               If, following notice of an anticipated delay under Subclause
               10.3, this Agreement is not terminated in accordance with
               the provisions of Subclause 10.3 (with respect to the
               affected Aircraft), then the date of delivery otherwise
               required hereunder will be extended by a period equal to the
               delay specified in such notice, with a view towards having
               each Aircraft subject to such Excusable Delay ready for
               delivery as promptly as practicable. ***

10.5           Lost, Destroyed or Damaged Aircraft

10.5.1         If any Aircraft suffers a total loss, is destroyed, or is
               damaged beyond economic repair prior to delivery thereof,
               then this Agreement will be terminated with respect to such
               Aircraft and the obligations and liabilities of the parties
               hereunder with respect to such Aircraft will be discharged.
               The Seller will repay to the Buyer an amount equal to the
               entire amount of any Predelivery Payments received from the
               Buyer hereunder with respect to any such Aircraft that is
               lost, destroyed or damaged beyond economic repair, ***.

10.5.2         If during the manufacturing process for any Aircraft or at
               any other time prior to the delivery and acceptance of any
               Aircraft, any Aircraft suffers damages in excess of *** or
               is otherwise damaged in any material respect (but not to the
               extent within the purview of Subclause 10.5.1), then the
               Seller will deliver a notice thereof to the Buyer specifying
               the cause and nature thereof in reasonable detail and how
               the Seller intends to cure the same.

10.6           Equal Treatment

               The Seller will use all reasonable efforts to ensure that
               each Aircraft subject to an Excusable Delay is ***.

10.7           Additional Aircraft

               In the event of termination of this Agreement in respect of
               an Aircraft under Clause 10, the number of Additional
               Aircraft specified in Letter Agreement No. 3 to the
               Agreement will be increased by one unit.  ***

10.8           REMEDIES

               THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF
               THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER,
               OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 11, AND THE
               BUYER HEREBY WAIVES ALL RIGHTS, INCLUDING WITHOUT LIMITATION
               ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR
               SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE
               ENTITLED IN RESPECT THEREOF. THE BUYER WILL NOT BE ENTITLED
               TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN
               THIS CLAUSE 10 TO THE EXTENT THE DELAY REFERRED TO IN THIS
               CLAUSE 10 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER
               OR ITS REPRESENTATIVES.


11 -           INEXCUSABLE DELAY

11.1           Should an Aircraft not be ready for delivery to the Buyer
               within thirty (30) days after the date specified in this
               Agreement (as such date may otherwise be changed pursuant to
               this Agreement) for reasons other than as are covered by
               Clause 10 or for circumstances specified in Subclause 11.6
               ("Inexcusable Delay"), the Buyer will, in respect of any
               subsequent delay in delivery of such Aircraft, have the
               right to claim and the Seller will in respect of any
               subsequent delay, at the Buyer's option, pay or credit to
               the Buyer as liquidated damages for such subsequent delay in
               delivery of such Aircraft US $*** (US dollars-***) for each
               day of subsequent delay in the delivery, until the date of
               actual delivery or the effective date of the written notice
               of termination referred to in Subclause 11.4 plus any amount
               referred to in Subclause 11.4.

               The Seller will immediately after becoming aware of any
               Inexcusable Delay or any potential Inexcusable Delay (i)
               notify the Buyer of such delay and the probable extent
               thereof, including, when possible, a detailed description of
               the cause thereof and, if possible, a possible date of
               rescheduled delivery in accordance with the terms of this
               Agreement and after such immediate initial notice, apprise
               the Buyer of the status of such delay and possible date of
               such rescheduled delivery on a regular basis, and (ii)
               subject to the following provisions, as soon as practicable
               after the removal of the cause or causes for delay, resume
               the performance of those obligations affected under this
               Agreement with a view towards having each Aircraft subject
               to such Inexcusable Delay ready for delivery as promptly as
               practicable.

11.2           Total Liability

               Notwithstanding Subclause 11.1, the total liability of the
               Seller under this Clause 11 and this Agreement with respect
               to any Aircraft will in no event exceed the total sum of US
               $*** (US dollars-***) plus any amount referred to in
               Subclause 11.3 or 11.4.

11.3           *** Delay

               Notwithstanding anything to the contrary in the Agreement,
               if the Buyer receives notice that any Aircraft will be
               subject to an Inexcusable Delay that exceeds ***, or if an
               Inexcusable Delay for any Aircraft occurs that exceeds ***,
               regardless of whether notice thereof has been given or
               received, ***.

11.4           Six-Month Delay

               In the event that an Inexcusable Delay exceeds six (6)
               months, the Buyer will have the right, exercisable by
               written notice to the Seller given no less than one (1)
               month and no more than two (2) months after such six (6)
               month period, to terminate this Agreement in respect only of
               the Aircraft that is subject to such Inexcusable Delay,
               whereupon the Seller will pay the Buyer, within one (1)
               month after such notice, an amount equal to all Predelivery
               Payments made by the Buyer to the Seller in relation to such
               Aircraft, ***.

11.5           Equal Treatment

               The Seller will use all reasonable efforts to ensure that
               each Aircraft subject to an Inexcusable Delay is ***.

11.6           Special Circumstances

11.6.1         ***

11.6.2         ***

11.6.3         ***

11.6.4         ***

11.6.5         ***

11.7           Additional Aircraft

               In the event of termination of this Agreement in respect of
               an Aircraft under Subclause 11.4, the number of Additional
               Aircraft specified in Letter Agreement No. 3 to the
               Agreement will be increased by one unit. ***

11.8           REMEDIES

               THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF
               THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER,
               OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 10, AND THE
               BUYER HEREBY WAIVES ALL RIGHTS, INCLUDING WITHOUT LIMITATION
               ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR
               SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE
               ENTITLED IN RESPECT THEREOF.


12 -           WARRANTIES AND SERVICE LIFE POLICY

12.1           STANDARD WARRANTY

12.1.1         Nature of Warranty

12.1.2         Exceptions

12.1.3         Warranty Periods

12.1.4         Buyer's Remedy and Seller's Obligation

12.1.5         Warranty Claim Requirements

12.1.6         Warranty Administration

12.1.7         In-house Warranty

12.1.8         Standard Warranty Transferability

12.1.9         Warranty for Corrected, Replacement or Repaired Warranted Parts

12.1.10        Good Airline Operation - Normal Wear and Tear

12.2           SELLER SERVICE LIFE POLICY

12.2.1         Definitions

12.2.2         Periods and Seller's Undertakings

12.2.3         Seller's Participation in the Cost

12.2.4         General Conditions and Limitations

12.2.5         Transferability

12.3           VENDOR WARRANTIES

12.3.1         Seller's Support

12.3.2         Vendor's Default

12.4           INTERFACE COMMITMENT

12.4.1         Interface Problem

12.4.2         Seller's Responsibility

12.4.3         Vendor's Responsibility

12.4.4         Joint Responsibility

12.4.5         General

12.5           Performance Standard

12.6           EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS
               OF LIABILITY

12.7           DUPLICATE REMEDIES

12.8           SURVIVABILITY


12 -           WARRANTIES AND SERVICE LIFE POLICY

               The Seller, in its capacity as "Buyer" under its
               arrangements with the Manufacturer, has negotiated and
               obtained the following Standard Warranty, Service Life
               Policy, Vendor Warranties and Interface Commitment from the
               Manufacturer with respect to the Aircraft, subject to the
               terms, conditions, limitations and restrictions (including,
               but not limited to, the Exclusivity of Warranties and
               General Limitations of Liability and Duplicate Remedies
               provisions) all as hereinafter set out. The Seller hereby
               guarantees to the Buyer the performance by the Manufacturer
               of the Manufacturer's obligations and assigns to the Buyer,
               and the Buyer hereby accepts, all of the rights and
               obligations of the Seller in the Seller's capacity as
               "Buyer" as aforesaid under the said Standard Warranty,
               Service Life Policy, Vendor Warranties and Interface
               Commitment and the Seller subrogates the Buyer into all such
               rights and obligations in respect of the Aircraft. The
               Seller hereby warrants to the Buyer that the Seller has all
               requisite authority to make the foregoing assignment and
               effect the foregoing subrogation to and in favor of the
               Buyer and that the Seller will not enter into any amendment
               of the provisions so assigned without the prior written
               consent of the Buyer. Capitalized terms utilized in the
               following provisions have the meanings assigned thereto in
               this Agreement, except that the term "Seller" refers to the
               Manufacturer and the term "Buyer" refers to the Seller and
               cross-references herein refer to Clauses and Exhibits in
               this Agreement or to Paragraphs in any Letter Agreement
               hereto.

QUOTE

12.1           STANDARD WARRANTY

12.1.1         Nature of Warranty

               Subject to the limitations and conditions as hereinafter
               provided, and except as provided in Subclause 12.1.2, the
               Seller warrants to the Buyer that each Aircraft and each
               Warranted Part will at the time of delivery to the Buyer:

               (i)    be free from defects in material,

               (ii)   be free from defects in workmanship, including,
                      without limitation, processes of manufacture,

               (iii)  be free from defects in design (including, without
                      limitation, selection of materials, parts and
                      components) having regard to the state of the art at
                      the date of such design,

               (iv)   be free from defects arising from failure to conform
                      to the Specifications,

               (v)    permit complete interchangeability among Aircraft and
                      parts of like part-numbered parts, and

               (vi)   be free and clear of all liens and other encumbrances.

               For the purposes of this Agreement, the term "Warranted
               Part" will mean any Seller proprietary component, equipment,
               accessory or part that at the time of delivery of an
               Aircraft (a) is installed on or incorporated in such
               Aircraft, (b) is manufactured to the detail design of the
               Seller or a subcontractor of it and (c) bears a part number
               of the Seller.

12.1.2         Exceptions

               The warranties set forth in Subclause 12.1.1 will not apply
               to Buyer Furnished Equipment, nor to engines, nor to any
               component, accessory, equipment or part purchased by the
               Buyer that is not a Warranted Part, provided, however, that:

               (i)    any defect in the Seller's workmanship in respect of
                      the installation of such items in or on the Aircraft,
                      including any failure by the Seller to conform to the
                      installation instructions of the manufacturers of
                      such items that invalidates any applicable warranty
                      from such manufacturers, will constitute a defect in
                      workmanship for the purpose of this Subclause 12.1
                      and be covered by the warranty set forth in Subclause
                      12.1.1(ii), and

               (ii)   any defect inherent in the Seller's design of the
                      installation, in view of the state of the art at the
                      date of such design, that impairs the use or function
                      of such items will constitute a defect in design for
                      the purposes of this Subclause 12.1 and be covered by
                      the warranty set forth in Subclause 12.1.1(iii).

12.1.3         Warranty Periods

               The warranties described in Subclauses 12.1.1 and 12.1.2
               hereinabove will be limited to those defects that become
               apparent within thirty-six (36) months after delivery of
               the affected Aircraft.

12.1.4         Buyer's Remedy and Seller's Obligation

12.1.4.1       The Buyer's remedy and the Seller's obligation and liability
               under Subclauses 12.1.1 and 12.1.2 hereinabove are limited
               to, at the Seller's expense, the repair, replacement or
               correction of, or the supply of modifications kits
               rectifying the defect for, any defective Warranted Part, as
               mutually agreed between and satisfactory to the Buyer and
               the Seller. *** Nothing herein contained will obligate the
               Seller to correct any failure to conform to the
               Specifications with respect to components, equipment,
               accessories or parts that the parties agree in writing at
               the time of delivery of the affected Aircraft are acceptable
               deviations or have no material adverse effect on the use,
               operation or performance of an Aircraft.

               If the Seller issues a Service Bulletin that requires ***
               retrofit of equipment on a number of delivered Aircraft, the
               Buyer can ***.

12.1.4.2       In the event a defect covered by Subclause 12.1.1 becomes
               apparent within the period set forth in Subclause 12.1.3 and
               the Seller is obligated to correct such defect, the Seller
               will also, if so requested by the Buyer in writing and if
               reasonably practicable, make such correction in any affected
               Aircraft that has not already been delivered to the Buyer.
               Rather than accept a delay in delivery of any such Aircraft,
               the Buyer and the Seller may agree to deliver such Aircraft
               with subsequent correction of the defect by the Buyer at the
               Seller's expense, or the Buyer may elect to accept delivery
               and thereafter file a Warranty Claim as though the defect
               had become apparent immediately after delivery of such
               Aircraft.

12.1.4.3       In addition to the remedies set forth in Subclauses 12.1.4.1
               and 12.1.4.2, the Seller will ***. The above commitment is
               subject to the following conditions:

               i)     ***

               ii)    ***

               iii)   ***

12.1.5         Warranty Claim Requirements

               The Buyer's remedy and the Seller's obligation and liability
               under this Subclause 12.1, with respect to each claimed
               defect, are subject to the following conditions
               precedent:

               (i)    the existence of a defect covered by the provisions
                      of this Subclause 12.1,

               (ii)   the defect's having become apparent within the
                      applicable warranty period, as set forth in Subclause
                      12.1.3,

               (iii)  the Buyer's having returned as soon as reasonably
                      practicable the Warranted Part claimed to be
                      defective to such repair facilities as may be
                      designated by the Seller (and which are reasonably
                      acceptable to the Buyer), except where the Buyer
                      elects to repair a defective Warranted Part in
                      accordance with the provisions of Subclause 12.1.7,
                      and

                (iv)  the Seller's having received a Warranty Claim
                      fulfilling the conditions of and in accordance with
                      the provisions of Subclause 12.1.6 below.

12.1.6         Warranty Administration

               The warranties set forth in Subclause 12.1 will be
               administered as hereinafter provided:

               (i)    Transportation Costs

                      Transportation costs associated with the sending of a
                      defective Warranted Part to the facilities designated
                      by the Seller and for the return therefrom of a
                      repaired or replacement Warranted Part will be borne
                      by the Buyer ***.

               (ii)   Return of an Aircraft

                      In the event that the Buyer desires to return an
                      Aircraft to the Seller for consideration of a
                      Warranty Claim, the Buyer will notify the Seller of
                      its intention to do so and the Seller will, prior to
                      such return, have the right to inspect such Aircraft
                      and thereafter, without prejudice to its rights
                      hereunder, to repair such Aircraft, at its sole
                      option, either at the Buyer's facilities, provided
                      that space is available, or at another mutually
                      acceptable location. Return of any Aircraft by the
                      Buyer to the Seller and return of such Aircraft to
                      the Buyer's facilities will be ***. The Buyer and the
                      Seller will also mutually agree on ***.

               (iii)  On-Aircraft Work by the Seller

                      In the event that a defect subject to this Subclause
                      12.1 may justify the dispatch by the Seller of a
                      working team to repair or correct such defect at the
                      Buyer's facilities, or in the event of the Seller's
                      accepting the return of an Aircraft to perform or
                      have performed such repair or correction, *** as
                      determined in accordance with in Subclause
                      12.1.7(v)(a).

                      If the Seller is requested to perform the work, the
                      Seller and the Buyer will agree on a schedule and
                      place for the work to be performed.

               (iv)   Warranty Claim Substantiation

                      For each claim under this Subclause 12.1, the Buyer
                      will give written notice to the Seller that contains
                      at least the following data, to the extent reasonably
                      ascertainable, available and relevant, with respect
                      to a part or Aircraft, as applicable ("Warranty
                      Claim"). The absence of data from any Warranty Claim
                      will not prejudice validity of such Warranty Claim.
                      The Buyer will endeavor to give the Seller such
                      Warranty Claim within *** of discovering the defect
                      giving rise to such Warranty Claim, but in no event
                      later than *** after such defect becomes apparent.

                      (a)    description of defect and action taken, if any,

                      (b)    date of incident and/or of removal,

                      (c)    description of the defective part,

                      (d)    part number,

                      (e)    serial number (if applicable),


                      (f)    position on Aircraft, according to Catalog
                             Sequence Number (CSN) of the Illustrated Parts
                             Catalog, Component Maintenance Manual or
                             Structural Repair Manual (as such documents
                             are defined in Clause 14 and Exhibit "F"
                             hereto) as applicable,

                      (g)    total flying hours or calendar times, as
                             applicable, at the date of appearance of a
                             defect,

                      (h)    time since last shop visit at the date of
                             defect appearance,

                      (i)    Manufacturer's serial number of the Aircraft
                             and/or its registration number,

                      (j)    Aircraft total flying hours and/or number of
                             landings at the date of defect appearance,

                      (k)    claim number,

                      (l)    date of claim, and

                      (m)    date of delivery of an Aircraft or part to the
                             Buyer.

                      Claims are to be addressed as follows:

                             AIRBUS INDUSTRIE
                             CUSTOMER SERVICE DIVISION - SG-C
                             WARRANTY ADMINISTRATION
                             ROND-POINT MAURICE BELLONTE
                             F-31707 BLAGNAC
                             FRANCE

                      or to the office of the Resident Customer Support
                      Representatives assigned to the Buyer under Subclause
                      15.1.2 of this Agreement.

               (v)    Acceptance and Rejection

                      The Seller will accept or reject each Warranty Claim
                      within *** of receipt thereof. *** The Seller will
                      provide reasonable written substantiation in case of
                      rejection of a Warranty Claim. Transportation,
                      insurance, and any other costs associated with the
                      sending of any Warranted Part or any other item,
                      equipment, component or part for which the Buyer's
                      Warranty Claim is rejected by the Seller will be
                      borne by the Buyer. The Buyer may at any time appeal
                      the rejection with the Customer Support Director
                      referred to in Subclause 15.3 of this Agreement.

               (vi)   Replacements

                      Replacements made pursuant to this Subclause 12.1
                      will be made within the lead time defined in the
                      Seller's Spare Parts Price List. The Seller will use
                      all reasonable efforts to achieve expedited handling
                      of replacements. Replaced components, equipment,
                      accessories or parts will become the Seller's
                      property.

                      Title to and risk of loss of any Aircraft, component,
                      accessory, equipment or part returned by the Buyer to
                      the Seller will at all times remain with the Buyer,
                      except that (i) when the Seller has possession of a
                      returned Aircraft, component, accessory, equipment or
                      part to which the Buyer has title, the Seller will
                      have such responsibility therefor as is chargeable by
                      law to a bailee for hire, but the Seller will not be
                      liable for loss of use, and (ii) title to and risk of
                      loss of a returned component, accessory, equipment or
                      part will pass to the Seller upon receipt by the
                      Buyer of any item furnished by the Seller to the
                      Buyer as a replacement therefor. Upon the Buyer's
                      receipt of any replacement component, accessory,
                      equipment or part provided by the Seller pursuant to
                      this Subclause 12.1, title to and risk of loss of
                      such component, accessory, equipment or part will
                      pass to the Buyer.

               (vii)  Inspection

                      The Seller will have the right to inspect the
                      affected Aircraft and documents and other records
                      relating thereto in the event of any claim under this
                      Subclause 12.1, on reasonable prior written notice to
                      the Buyer. Each such inspection will be made during
                      reasonable times during the Buyer's normal business
                      day and will not unreasonably interfere with the
                      Buyer's operation or personnel.

12.1.7         In-house Warranty

               (i)    Authorization

                      The Buyer is hereby authorized to perform the repair
                      of Warranted Parts, subject to the terms of this
                      Subclause 12.1.7 ("In-house Warranty"). The Buyer
                      will use reasonable efforts to notify the Seller's
                      representative of its decision to perform any
                      In-house repairs before such repairs are commenced,
                      unless it is not practical to do so, in which case
                      the Buyer will notify the Seller of the In-house
                      repair as soon as reasonably practicable.

               (ii)   Conditions of Authorization

                      The Buyer will be entitled to the benefits under this
                      Subclause 12.1.7 for repair of Warranted Parts:

                      (a)    ***, or

                      (b)    if the following conditions are satisfied:

                              (i)   only if adequate facilities and
                                    qualified personnel are available to
                                    the Buyer,

                             (ii)   in accordance with the Seller's written
                                    instructions set forth in documents
                                    such as the Aircraft Maintenance
                                    Manual, Component Maintenance Manual
                                    (Manufacturer), Component Maintenance
                                    Manual (Vendor) and Structural Repair
                                    Manual, and

                             (iii)  only to the extent reasonably necessary
                                    to correct the defect.

               (iii)  Seller's Rights

                      The Seller will have the right to have any Warranted
                      Part, or any part removed therefrom, which is claimed
                      to be defective, returned to the Seller, as set forth
                      in Subclause 12.1.6(i), if, in the judgment of the
                      Seller, the nature of the defect requires technical
                      investigation.

                      Subject to applicable safety rules and the Buyer's
                      contractual obligations with labor unions, the Seller
                      will further have the right to have a representative
                      present as an observer during the disassembly,
                      inspection and testing of any Warranted Part claimed
                      to be defective. Such representatives will not
                      unreasonably interfere with the Buyer's operation and
                      personnel.

               (iv)   In-house Warranty Claim Substantiation

                      Claims for In-house Warranty credit will be filed
                      within the time period set forth in and will contain
                      the same information required in Warranty Claims
                      under Subclause 12.1.6(iv) and in addition, to the
                      extent ascertainable, will include:

                      (a)    a report of technical findings with respect to
                             the defect,

                      (b)    for parts required to remedy the defect:

                             - part numbers,

                             - serial numbers (if applicable),

                             - description of the parts,

                             - quantity of parts,

                             - unit price of parts,

                             - total price of parts,

                             - related Seller's or third party's invoices
                               (if applicable),

                      (c)    detailed number of labor hours,

                      (d)    agreed In-house Warranty Labor Rate (defined
                             below in Subclause 12.1.7(v)(a)), and

                      (e)    total claim value.

               (v)    Credit

                      The Buyer's sole remedy, and the Seller's sole
                      obligation and liability, in respect of In-house
                      Warranty claims, will be a credit to the Buyer's
                      account. The credit to the Buyer's account will be
                      equal to the direct labor cost expended in performing
                      a repair and to the direct cost of materials
                      associated with the repair. Such costs will be
                      determined as set forth below.


                      (a)    To determine direct labor costs, only
                             man-hours spent on disassembly, inspection,
                             repair, reassembly, and final inspection and
                             test (including flight tests if flight tests
                             prove necessary to complete a repair under the
                             In-house Warranty) of the Warranted Part will
                             be counted. Man-hours required for maintenance
                             work concurrently being carried out on the
                             Aircraft or Warranted Part will not be
                             included, ***.

                             The man-hours counted as set forth above will
                             be multiplied by an agreed labor rate
                             representing the Buyer's composite average
                             hourly labor rate (***, including all ***,
                             social security charges, business taxes and
                             similar items, but excluding fringe benefits)
                             paid to the Buyer's employees whose jobs are
                             directly related to the performance of the
                             repair (the "In-house Warranty Labor Rate").
                             It is agreed that for the purpose hereof the
                             In-house Labor Rate is ***.

                      (b)    Direct material costs are determined by the
                             prices at which the Buyer acquired such
                             replacement material, excluding any parts and
                             materials used for overhaul furnished free of
                             charge by the Seller.

               (vi)   Limitation on Credit

                      The Buyer will in no event be credited for repair
                      costs (including labor and material) for any
                      Warranted Part exceeding sixty-five percent (65%) of
                      the Seller's current catalog price for a replacement
                      of such defective Warranted Part or exceeding those
                      costs which would have resulted if repairs had been
                      carried out at the Seller's facilities.

                      Such cost will be substantiated in writing by the
                      Seller upon reasonable request by the Buyer.

               (vii)  Scrapped Material

                      The Buyer will retain any Warranted Part defective
                      beyond economic repair and any defective part removed
                      from a Warranted Part during repair for a period of
                      either one hundred and twenty (120) days after the
                      date of completion of repair or ninety (90) days
                      after submission of a claim for In-house Warranty
                      credit relating thereto, whichever is longer. Such
                      parts will be returned to the Seller within thirty
                      (30) days of receipt of the Seller's request to that
                      effect, at the Seller's cost.

                      Notwithstanding the foregoing, the Buyer may, with
                      the agreement of the Seller's Field Representative,
                      scrap any such defective parts that are beyond
                      economic repair and not required for technical
                      evaluation.

               (viii) LIMITATIONS ON LIABILITY OF SELLER

                      THE SELLER WILL NOT BE LIABLE FOR ANY RIGHT, CLAIM OR
                      REMEDY, AND THE BUYER WILL INDEMNIFY THE SELLER
                      AGAINST THE CLAIMS OF ANY THIRD PARTIES FOR ANY
                      DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND,
                      ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF
                      WARRANTED PARTS OR ANY OTHER ACTIONS UNDERTAKEN BY
                      THE BUYER UNDER THIS SUBCLAUSE 12.1.7, INCLUDING BUT
                      NOT LIMITED TO: (I) LIABILITY IN CONTRACT OR TORT,
                      (II) LIABILITY ARISING FROM THE BUYER'S ACTUAL OR
                      IMPUTED NEGLIGENCE, INTENTIONAL TORTS AND/OR STRICT
                      LIABILITY, AND/OR (III) LIABILITY TO ANY THIRD
                      PARTIES.

12.1.8         Standard Warranty Transferability

               The warranties provided for in this Subclause 12.1 for any
               Warranted Part will accrue to the benefit of any owner,
               lessor, lessee or operator other than the Buyer, if the
               Warranted Part enters into the possession of any such owner,
               lessor, lessee or operator as a result of a sale, transfer,
               lease or other conveyance or as a result of a pooling or
               leasing agreement between such owner, lessor, lessee or
               operator and the Buyer (and its successors and assigns), in
               accordance with the terms and subject to the limitations and
               exclusions of the foregoing warranties, and to applicable
               laws or regulations.

12.1.9         Warranty for Corrected, Replacement or Repaired Warranted Parts

               Whenever any Warranted Part that contains a defect for which
               the Seller is liable under Subclause 12.1 has been
               corrected, repaired or replaced pursuant to the terms of
               this Clause 12, the period of the Seller's warranty with
               respect to such corrected, repaired or replacement Warranted
               Part, whichever may be the case, will be ***. In the event
               that a defect is attributable to a defective repair or
               replacement by the Buyer, a Warranty Claim with respect to
               such defect will not be allowable, notwithstanding any
               subsequent correction or repairs.

12.1.10        Good Airline Operation - Normal Wear and Tear

               The Buyer's rights under this Subclause 12.1 are subject to
               the Aircraft and each component, equipment, accessory and
               part thereof being maintained, overhauled, repaired and
               operated in accordance with ***.

               The Seller's liability under this Subclause 12.1 will not
               extend to normal wear and tear nor, to the extent caused by
               any of the following, to:

               (i)    any Aircraft or component, equipment, accessory or
                      part thereof that has been repaired, altered or
                      modified after delivery by a party other than the
                      Seller or ***;

               (ii)   any Aircraft or component, equipment, accessory or
                      part thereof that has been willfully operated in a
                      damaged state (other than in the case of operational
                      necessity); or

               (iii)  any component, equipment, accessory or part from
                      which the trademark, trade name, part or serial
                      number or other identification marks have been
                      removed.

               This limitation of the Seller's liability will apply in the
               cases of Subclause 12.1.10(i) and Subclause 12.1.10(ii)
               above only to the extent the Seller submits sufficient
               evidence proving that the defect arose from or was
               contributed to by either of said cases.

12.2           SELLER SERVICE LIFE POLICY

               In addition to the warranties set forth in Subclause 12.1
               above, the Seller further agrees that should a Failure occur
               in any Item, then, subject to the general conditions and
               limitations set forth in Subclause 12.2.4 below, the
               provisions of this Subclause 12.2 will apply.

12.2.1         Definitions

               For the purposes of this Subclause 12.2, the following
               definitions will apply:

12.2.1.1       "Item" means any of the Seller components, equipment,
               accessories or parts listed in Exhibit "D" hereto which are
               installed on an Aircraft at any time during the period of
               effectiveness of the Service Life Policy as defined below in
               Subclause 12.2.

12.2.1.2       "Failure" means any breakage of, defect in or premature
               failure of, an Item that has occurred, or that can
               reasonably be expected to occur, based on the Seller's
               findings or the experience or expertise of the Buyer or any
               other owner or operator of the Seller's aircraft, and that
               materially impairs the utility or safety of the Item,
               provided that any such breakage of, or defect in, any Item
               did not result from any breakage or defect in any other
               Aircraft part or component or from any other extrinsic
               force, normally covered under hull insurance policy.

12.2.2         Periods and Seller's Undertaking

               Subject to the general conditions and limitations set forth
               in Subclause 12.2.4 below, the Seller agrees that if a
               Failure occurs in an Item within twelve (12) years after the
               delivery of said Aircraft to the Buyer, the Seller will, at
               its own discretion, as promptly as practicable and for a
               price that reflects the Seller's financial participation as
               hereinafter provided, either:

12.2.2.1       design and furnish to the Buyer a terminating correction for
               such Item subject to a Failure and provide any parts
               required for such correction (including Seller designed
               standard parts but excluding industry standard parts), or,

12.2.2.2       replace such Item.

12.2.3         Seller's Participation in the Cost

               Any part or Item that the Seller is required to furnish to
               the Buyer under this Service Life Policy in connection with
               the correction or replacement of an Item will be furnished
               to the Buyer at the Seller's current sales price therefor,
               less the Seller's financial participation, which will be
               determined in accordance with the following formula:

                         C  (N - T)
                       --------------
               P =               N

               where

               P:     financial participation of the Seller,

               C:     the Seller's then current sales price for the
                      required Item or required Seller designed parts,

               T:     total time in months since delivery of the particular
                      Aircraft in which the Item subject to a Failure was
                      originally installed, and

               N:     one hundred and forty-four (144) months.

12.2.4         General Conditions and Limitations

12.2.4.1       Notwithstanding Subclause 12.2.3, the undertakings given in
               this Subclause 12.2 will not be valid during the period
               applicable to an Item under Subclause 12.1.

12.2.4.2       The Buyer's remedy and the Seller's obligation and liability
               under this Service Life Policy are subject to compliance by
               the Buyer with the following conditions precedent:

               (i)    ***, the Buyer will maintain log books and other
                      historical records with respect to each Item adequate
                      to enable determination as to whether the alleged
                      Failure is covered by this Service Life Policy and,
                      if so, to define the portion of the cost to be borne
                      by the Seller in accordance with Subclause 12.2.3
                      above.

               (ii)   ***, the Buyer will keep the Seller informed of any
                      significant incidents relating to an Aircraft,
                      howsoever occurring or recorded.

               (iii)  The conditions of Subclause 12.1.10 will have been
                      complied with.

               (iv)   The Buyer will carry out specific structural
                      inspection programs for monitoring purposes as may be
                      established from time to time by the Seller and the
                      Buyer. Such programs will be compatible with the
                      Buyer's operational requirements and will be carried
                      out at ***.

               (v)    In the case of any breakage or defect, ***, after any
                      breakage or defect in an Item becomes apparent,
                      whether or not said breakage or defect can reasonably
                      be expected to occur in any other Aircraft, and the
                      Buyer will inform the Seller in sufficient detail
                      about the breakage or defect to enable the Seller to
                      determine whether said breakage or defect is subject
                      to this Service Life Policy, to the extent the Buyer
                      has such information available.

12.2.4.3       Except as otherwise provided in this Subclause 12.2, any
               claim under this Service Life Policy will be administered as
               provided in, and will be subject to the terms and conditions
               of, Subclause 12.1.6.

12.2.4.4       In the event that the Seller will have issued a modification
               applicable to an Aircraft, the purpose of which is to avoid
               a Failure, the Seller will offer the necessary modification
               kit free of charge or under a prorata formula established by
               the Seller. If such a kit is so offered to the Buyer, then,
               in respect of such Failure and any Failures that could ensue
               therefrom, the validity of the Seller's commitment under
               this Subclause 12.2 will be subject to the Buyer's
               incorporating such modification in the relevant Aircraft,
               within a reasonable time, as promulgated by the Seller and
               in accordance with the Seller's instructions.

               ***

12.2.4.5       THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE
               GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR
               AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING
               IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE
               SELLER'S OBLIGATION UNDER THIS SUBCLAUSE 12.2 IS TO MAKE
               ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS
               THEREFOR AS PROVIDED IN THIS SUBCLAUSE 12.2. THE BUYER'S
               SOLE REMEDY AND RELIEF FOR THE NONPERFORMANCE OF ANY
               OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY
               VIRTUE OF THIS SERVICE LIFE POLICY WILL BE IN MONETARY
               DAMAGES, LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS
               IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT
               IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE
               POLICY AND TO WHICH SUCH NONPERFORMANCE IS RELATED, LESS THE
               AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO
               PAY UNDER THIS SUBCLAUSE 12.2 IN RESPECT OF SUCH CORRECTED
               OR REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF
               WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS
               SET FORTH IN SUBCLAUSE 12.5, THE BUYER HEREBY WAIVES,
               RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT,
               INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF
               PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING
               UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.

12.3           VENDOR WARRANTIES

12.3.1         Seller's Support

               Prior to delivery of the first Aircraft, the Seller will
               obtain from all Vendors listed in the Supplier Product
               Support Agreements manual enforceable and transferable
               warranties, service life policies, and indemnities against
               patent infringements for Vendor Parts. The Seller will also
               obtain enforceable and transferable Vendor service life
               policies from landing gear Vendors for selected structural
               landing gear elements. The Seller undertakes to supply to
               the Buyer such Vendor warranties, Vendor service life
               policies and indemnities against patent infringements
               substantially in the form summarized in the Supplier Product
               Support Agreements manual.

12.3.2         Vendor's Default

12.3.2.1       In the event that any Vendor under any standard warranty or
               indemnity against patent infringements obtained by the
               Seller pursuant to Subclause 12.3.1 or Clause 13 hereof
               defaults in the performance of any material obligation under
               such warranty or indemnity against patent infringements with
               respect to a Vendor Part, and the Buyer submits within a
               reasonable time to the Seller reasonable evidence that such
               default has occurred, then Subclause 12.1 or Clause 13 of
               this Agreement will apply to the extent the same would have
               been applicable had such Vendor Part been a Warranted Part
               except that, for obligations covered under Subclause 12.1,
               the shorter of (i) the Vendor's warranty period as indicated
               in the Supplier Product Support Agreements manual and (ii)
               the Seller's warranty period as indicated in Subclause
               12.1.3 of this Agreement will apply.

12.3.2.2       In the event that any Vendor under any Vendor service life
               policy obtained by the Seller pursuant to Subclause 12.3.1
               hereof defaults in the performance of any material
               obligation with respect thereto, and the Buyer submits
               within reasonable time to the Seller reasonable evidence
               that such default has occurred, then Subclause 12.2 of this
               Agreement will apply to the extent the same would have been
               applicable had such component, equipment, accessory or part
               been listed in Exhibit "D" hereto.

12.3.2.3       At the Seller's request, the Buyer will assign to the
               Seller, and the Seller will be subrogated to, all of the
               Buyer's rights against the relevant Vendor, with respect to
               and arising by reason of such default and the Buyer will
               provide reasonable assistance to enable the Seller to
               enforce the rights so assigned.

12.4           INTERFACE COMMITMENT

12.4.1         Interface Problem

               If the Buyer experiences any technical problem in the
               operation of an Aircraft or its systems due to a
               malfunction, the cause of which, after due and reasonable
               investigation, is not readily identifiable by the Buyer, but
               which the Buyer reasonably believes to be attributable to
               the design characteristics of one or more components of the
               Aircraft (an "Interface Problem"), the Seller will, if
               requested by the Buyer, and without additional charge to the
               Buyer, promptly conduct or have conducted an investigation
               and analysis of such problem to determine, if possible, the
               cause or causes of the problem and to recommend such
               corrective action as may be feasible. The Buyer will furnish
               to the Seller all data and information in the Buyer's
               possession relevant to the Interface Problem and will
               reasonably cooperate with the Seller in the conduct of the
               Seller's investigations and such tests as may be required.

               At the conclusion of such investigation the Seller will
               promptly advise the Buyer in writing of the Seller's opinion
               as to the cause or causes of the Interface Problem and the
               Seller's recommendations as to corrective action.

12.4.2         Seller's Responsibility

               If the Interface Problem is attributable to the design of a
               Warranted Part, the Seller will, if requested by the Buyer,
               take prompt action to correct the design of such Warranted
               Part, pursuant to the terms and conditions of Subclause 12.1
               or 12.2, as applicable.

12.4.3         Vendor's Responsibility

               If the Interface Problem is attributable to the design of a
               component, equipment, accessory or part other than a
               Warranted Part ("Vendor Component"), the Seller will, if
               requested by the Buyer, promptly assist and cooperate with
               the Buyer in processing and enforcing any warranty claim the
               Buyer may have against the manufacturer of such Vendor
               Component. Further, ***.

12.4.4         Joint Responsibility

               If the Interface Problem is attributable partially to the
               design of a Warranted Part and partially to the design of
               any Vendor Component, the Seller will, if requested by the
               Buyer, seek a solution to the Interface Problem through
               cooperative efforts of the Seller and any Vendor involved.
               The Seller will promptly advise the Buyer of such corrective
               action as may be proposed by the Seller and any such Vendor.
               Such proposal will be consistent with any then existing
               obligations of the Seller hereunder and of any such Vendor
               to the Buyer. When the Seller or any Vendor has performed
               such corrective action to the reasonable satisfaction of the
               Buyer, such correction will constitute full satisfaction of
               any claim the Buyer may have against either the Seller or
               any such Vendor with respect to such Interface Problem.

12.4.5         All requests under this Subclause 12.4 will be directed to
               the Seller.

12.5           Performance Standard

               The Seller will take prompt action to perform its
               obligations under this Clause 12. ***

12.6           EXCLUSIVITY OF WARRANTIES AND
               GENERAL LIMITATIONS OF LIABILITY

               THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS AND RELATED
               LETTER AGREEMENTS) SETS FORTH THE EXCLUSIVE WARRANTIES,
               EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
               SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER,
               WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY
               DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY
               AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE
               DELIVERED UNDER THIS AGREEMENT.

               THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND
               REMEDIES IN THIS CLAUSE 12 (AND RELATED LETTER AGREEMENTS)
               ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY
               DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS
               AND SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY
               WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES,
               OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND
               ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST
               THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR
               STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY
               NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY
               AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE
               DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED
               TO, UNLESS OTHERWISE PROVIDED FOR IN THIS CLAUSE 12 (AND
               RELATED LETTER AGREEMENTS):

               (1)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE
                      OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

               (2)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

               (3)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY
                      OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT
                      LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS
                      NEGLIGENCE, INTENTIONAL ACTS, WILLFUL DISREGARD,
                      IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY
                      OR FAILURE TO WARN;

               (4)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                      COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL
                      STATUTE;

               (5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY
                      REGULATIONS OR STANDARDS IMPOSED BY ANY
                      INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR
                      AGENCY;

               (6)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE
                      COMPENSATED FOR:

                      (a)    LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                             COMPONENT, EQUIPMENT, ACCESSORY OR PART
                             PROVIDED UNDER THIS AGREEMENT;

                      (b)    LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                             COMPONENT, EQUIPMENT, ACCESSORY OR PART
                             PROVIDED UNDER THIS AGREEMENT;

                      (c)    LOSS OF PROFITS AND/OR REVENUES;

                      (d)    ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

               THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS
               AGREEMENT WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY
               A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN
               THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12 (AND RELATED
               LETTER AGREEMENTS) SHOULD FOR ANY REASON BE HELD UNLAWFUL,
               OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12
               (AND RELATED LETTER AGREEMENTS) WILL REMAIN IN FULL FORCE
               AND EFFECT.

12.7           DUPLICATE REMEDIES

               THE REMEDIES PROVIDED TO THE BUYER UNDER THIS CLAUSE 12 (AND
               RELATED LETTER AGREEMENTS) AS TO ANY DEFECT IN RESPECT OF
               THE AIRCRAFT OR ANY PART THEREOF ARE NOT CUMULATIVE.  THE
               BUYER WILL BE ENTITLED TO THE ONE REMEDY THAT PROVIDES THE
               MAXIMUM BENEFIT TO IT, AS THE BUYER MAY ELECT, PURSUANT TO
               THE TERMS AND CONDITIONS OF THIS CLAUSE 12 (AND RELATED
               LETTER AGREEMENTS) FOR ANY SUCH PARTICULAR DEFECT FOR WHICH
               REMEDIES ARE PROVIDED UNDER THIS CLAUSE 12 (AND RELATED
               LETTER AGREEMENTS); PROVIDED, HOWEVER, THAT, ALTHOUGH THE
               BUYER MAY SIMULTANEOUSLY PURSUE MULTIPLE REMEDIES FOR THE
               SAME DEFECT, THE BUYER WILL NOT BE ENTITLED TO ELECT A
               REMEDY UNDER ONE PART OF THIS CLAUSE 12 (AND RELATED LETTER
               AGREEMENTS) THAT CONSTITUTES A DUPLICATION OF ANY REMEDY
               ELECTED BY IT UNDER ANY OTHER PART HEREOF FOR THE SAME
               DEFECT.

               THE BUYER'S RIGHTS AND REMEDIES HEREIN FOR THE
               NONPERFORMANCE OF ANY OBLIGATIONS OR LIABILITIES OF THE
               SELLER ARISING UNDER THESE WARRANTIES WILL BE IN MONETARY
               DAMAGES LIMITED TO THE AMOUNT THE BUYER EXPENDS IN PROCURING
               A CORRECTION OR REPLACEMENT FOR ANY COVERED PART SUBJECT TO
               A DEFECT OR NONPERFORMANCE COVERED BY THIS CLAUSE 12 (AND
               RELATED LETTER AGREEMENTS).

UNQUOTE

               IN CONSIDERATION OF THE ASSIGNMENT AND SUBROGATION BY THE
               SELLER UNDER THIS CLAUSE 12 (AND RELATED LETTER AGREEMENTS)
               IN FAVOR OF THE BUYER IN RESPECT OF THE SELLER'S RIGHTS
               AGAINST AND OBLIGATIONS TO THE MANUFACTURER UNDER THE
               PROVISIONS QUOTED ABOVE, THE BUYER HEREBY ACCEPTS SUCH
               ASSIGNMENT AND SUBROGATION AND AGREES TO BE BOUND BY ALL OF
               THE TERMS, CONDITIONS AND LIMITATIONS THEREIN CONTAINED,
               SPECIFICALLY INCLUDING, WITHOUT LIMITATION, THE EXCLUSIVITY
               OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY
               PROVISIONS AND DUPLICATE REMEDIES PROVISIONS.

               THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS AND RELATED
               LETTER AGREEMENTS) SETS FORTH THE EXCLUSIVE WARRANTIES,
               EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
               SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER,
               WHETHER UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY
               DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY
               AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE
               DELIVERED UNDER THIS AGREEMENT.

               THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND
               REMEDIES IN THIS CLAUSE 12 (AND RELATED LETTER AGREEMENTS)
               ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY
               DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS
               AND SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY
               WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES,
               OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND
               ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST
               THE SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR
               STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY
               NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY
               AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE
               DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED
               TO, UNLESS OTHERWISE PROVIDED FOR IN THIS CLAUSE 12 (AND
               RELATED LETTER AGREEMENTS):

               (1)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE
                      OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

               (2)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

               (3)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY
                      OF LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT
                      LIMITED TO, ACTIONS AND/OR CLAIMS FOR NEGLIGENCE,
                      GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL
                      DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY,
                      STRICT LIABILITY OR FAILURE TO WARN;

               (4)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                      COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL
                      STATUTE;

               (5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY
                      REGULATIONS OR STANDARDS IMPOSED BY ANY
                      INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR
                      AGENCY;

               (6)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE
                      COMPENSATED FOR:

                      (a)    LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                             COMPONENT, EQUIPMENT, ACCESSORY OR PART
                             PROVIDED UNDER THIS AGREEMENT;

                      (b)    LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                             COMPONENT, EQUIPMENT, ACCESSORY OR PART
                             PROVIDED UNDER THIS AGREEMENT;

                      (c)    LOSS OF PROFITS AND/OR REVENUES;

                      (d)    ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

               THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS
               AGREEMENT WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY
               A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN
               THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12 (AND RELATED
               LETTER AGREEMENTS) SHOULD FOR ANY REASON BE HELD UNLAWFUL,
               OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12
               (AND RELATED LETTER AGREEMENTS) WILL REMAIN IN FULL FORCE
               AND EFFECT.

               The remedies provided to the Buyer under this Clause 12 (and
               related Letter Agreements) as to any defect in respect of
               the Aircraft or any part thereof are not cumulative. The
               Buyer will be entitled to the one remedy that provides the
               maximum benefit to it, as the Buyer may elect, pursuant to
               the terms and conditions of this Clause 12 (and related
               Letter Agreements) for any such particular defect for which
               remedies are provided under this Clause 12 (and related
               Letter Agreements); provided, however, that, ***, the Buyer
               will not be entitled to elect a remedy under one part of
               this Clause 12 (and related Letter Agreements) that
               constitutes a duplication of any remedy elected by it under
               any other part hereof for the same defect. The Buyer's
               rights and remedies herein *** arising under these
               warranties *** covered by this Clause 12 (and related Letter
               Agreements).

12.8           SURVIVABILITY

               In respect of all delivered Aircraft, the provisions of this
               Clause 12 (and related Letter Agreements) will survive any
               termination of this Agreement.


13 -           PATENT INDEMNITY

               The Seller, in its capacity as "Buyer" under its
               arrangements with the Manufacturer, has negotiated and
               obtained the following Patent Indemnity from the
               Manufacturer with respect to the Aircraft, subject to the
               terms, conditions, limitations and restrictions (including,
               but not limited to, the waiver, release and renunciation
               provision) all as hereinafter set out. The Seller hereby
               guarantees to the Buyer the performance by the Manufacturer
               of the Manufacturer's obligations and assigns to the Buyer,
               and the Buyer hereby accepts, all of the rights and
               obligations of the Seller in the Seller's capacity as
               "Buyer" as aforesaid under the said Patent Indemnity and the
               Seller subrogates the Buyer into all such rights and
               obligations in respect of the Aircraft. The Seller hereby
               warrants to the Buyer that the Seller has all requisite
               authority to make the foregoing assignment and effect the
               foregoing subrogation to and in favor of the Buyer and that
               the Seller will not enter into any amendment of the
               provisions so assigned without the prior written consent of
               the Buyer. Capitalized terms utilized in the following
               provisions have the meanings assigned thereto in this
               Agreement, except that the term "Seller" refers to the
               Manufacturer and the term "Buyer" refers to the Seller and
               cross-references herein refer to Clauses and Exhibits in
               this Agreement or to Paragraphs in any Letter Agreement
               hereto.

QUOTE

13.1           Scope

               The Seller will indemnify the Buyer from and against any
               damages, costs and expenses including reasonable legal costs
               (excluding damages, costs, expenses, loss of profits and
               other liabilities in respect of or resulting from loss of
               use of any Aircraft) in case of any actual or alleged
               infringement by any Aircraft or any Warranted Part or the
               use thereof of

               (i)    any British, French, German, Spanish or US patent, or

               (ii)   any patent issued under the laws of any other country
                      in which the Buyer may lawfully operate the Aircraft,
                      provided that

                      (a)    from the time of design of such Aircraft,
                             accessory, equipment or part and until
                             infringement claims are resolved, such country
                             and the flag country of the Aircraft is each a
                             party to the Chicago Convention on
                             International Civil Aviation of December 7,
                             1944, and is bound by and entitled to all
                             benefits of Article 27 thereof,

                      or in the alternative,


                      (b)    from such time of design and until
                             infringement claims are resolved, such country
                             and the flag country of the Aircraft is each a
                             party to the International Convention for the
                             Protection of Industrial property of
                             March 20, 1883 (known as the "Paris
                             Convention").

               The Seller's undertaking under this Clause 13 will not apply
               to components, accessories, equipment or parts which are not
               Warranted Parts.

13.2           Seller's Action

               Should the Buyer be enjoined (temporarily or permanently)
               from using any part of an Aircraft by reason of actual or
               alleged infringement of a patent covered by Subclause 13.1,
               the Seller will as soon as practicable, after good faith
               consultation with the Buyer and at the Seller's expense,
               either (i) procure for the Buyer the right to use such part
               free of any liability for patent infringement or (ii) as
               soon as possible replace such part with a non-infringing
               substitute otherwise complying with the requirements of this
               Agreement.

13.3           Seller's Obligation

               The Seller's obligation hereunder with respect to any actual
               or alleged infringement is conditioned upon commencement of
               suit against the Buyer for infringement or the Buyer's
               receipt of a written claim alleging infringement, and upon
               written notice by the Buyer to the Seller within ten (10)
               days after receipt by the Buyer of notice of the institution
               of such suit or claim, giving particulars thereof. The
               Seller will have the option but not the obligation at any
               time to conduct negotiations with the party or parties
               charging infringement and may intervene in any suit
               commenced. Whether or not the Seller intervenes in any such
               suit, it will be entitled at any stage of the proceedings to
               assume, conduct or control the defense thereof.

               The Seller's obligation hereunder with respect to any actual
               or alleged infringement is also conditioned upon (i) the
               Buyer's promptly furnishing to the Seller all the data,
               papers, records and other assistance within the control of
               the Buyer material to the resistance of or defense against
               any such charge or suits for infringement, (ii) the Buyer's
               use of diligent efforts in full cooperation with the Seller
               to reduce royalties, damages, costs and expenses involved,
               (iii) the Seller's prior approval of the Buyer's payment,
               assumption or admission of any liabilities, expenses, costs
               or royalties for which the Seller is asked to respond and
               (iv) the Buyer's not otherwise acting in a manner
               prejudicial to its or the Seller's defense of the action.

13.4           WAIVER

               THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS
               AND LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE
               EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY
               WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES,
               WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE
               PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE
               BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW
               OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION,
               LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH
               RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES),
               WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT OR
               THE LIKE BY ANY AIRCRAFT, ACCESSORY, EQUIPMENT OR PART, OR
               THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT
               ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE
               HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF
               THIS SUBCLAUSE 13.4 WILL REMAIN IN FULL FORCE AND EFFECT.
               THIS PATENT INDEMNITY WILL NOT BE EXTENDED, ALTERED OR
               VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER
               AND THE BUYER.

UNQUOTE

               In consideration of the assignment and subrogation by the
               Seller under this Clause 13 in favor of the Buyer in respect
               of the Seller's rights against and obligations to the
               Manufacturer under the provisions quoted above, the Buyer
               hereby accepts such assignment and subrogation and agrees to
               be bound by all of the terms, conditions and limitations
               therein contained (specifically including, without
               limitation, the waiver, release and renunciation provision).

               THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS
               AND LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE
               EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY
               WAIVES, RELEASES AND RENOUNCES ALL OTHER INDEMNITIES,
               WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE
               PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE
               BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW
               OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION,
               LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH
               RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES),
               WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT OR
               THE LIKE BY ANY AIRCRAFT, ACCESSORY, EQUIPMENT OR PART, OR
               THE USE OR SALE THEREOF, PROVIDED THAT, IN THE EVENT THAT
               ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE
               HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF
               THIS CLAUSE WILL REMAIN IN FULL FORCE AND EFFECT. THIS
               PATENT INDEMNITY WILL NOT BE EXTENDED, ALTERED OR VARIED
               EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE
               BUYER.

13.5           SURVIVABILITY

               In respect of all delivered Aircraft, the provisions of this
               Clause 13 will survive any termination of this Agreement.


14 -           TECHNICAL PUBLICATIONS

14.1           Scope

               The Seller will provide the Buyer or cause the Buyer to be
               provided with a set of technical publications to support the
               operation of the Aircraft in accordance with the terms set
               forth in this Clause 14 (the "Technical Publications"). Such
               Technical Publications are listed in Exhibit "F" of this
               Agreement together with the form, type, format and quantity
               of each such Technical Publication.

14.2           Specification

14.2.1         The Technical Publications are prepared according to
               applicable ATA specifications. Exhibit "F" references the
               relevant ATA specification for each affected Technical
               Publication.

14.2.2         Technical Publications will be customized as indicated in
               Exhibit "F." The Seller will provide ***.

14.2.3         Technical Publications at delivery of the Aircraft will
               correspond to the Specifications of the Aircraft as defined
               at least six (6) months before such delivery. The Seller
               will continuously monitor technological and ATA
               specification developments and apply them to the production
               and method of transmission of Technical Publications.

14.3           Delivery

               The Technical Publications and corresponding revisions that
               the Seller will supply or cause to be supplied in accordance
               with the terms of this Clause 14 will be sent to
               one address only, as defined by the Buyer.

               The quantities of the Technical Publications to be delivered
               on or before the delivery of the first Aircraft will be
               mutually agreed. The Seller will send or cause to be sent
               additional quantities of Technical Publications as required
               by the Buyer upon thirty (30) days' prior notice.

               Technical Publications and their revisions will be shipped
               by the quickest transportation methods. The shipments ***.

14.4           Language

               The Technical Publications (including drawings) will be
               supplied in the English language using aeronautical
               terminology in common use.

14.5           Revision Service

14.5.1         General

               Unless otherwise specifically stated, ***.

14.5.2         Service Bulletins

               Service Bulletin (SB) information will be incorporated into
               the Technical Publications after notice from the Buyer of
               embodiment of a Service Bulletin. The split effectivity for
               the corresponding Service Bulletin will remain in the
               Technical Publications until notification from the Buyer
               that embodiment of such Service Bulletin has been completed
               for all the Aircraft.

14.5.3         Customer Originated Changes

14.5.3.1       Buyer-originated data documented in the Buyer's own Request
               for Publication Change ("Customer Originated Changes" or
               "COC") may be introduced into the following customized
               Technical Publications:

               (i)   Aircraft Maintenance Manual
               (ii)  Illustrated Parts Catalog
               (iii) Trouble Shooting Manual
               (iv)  Wiring Manual (Schematics, Wirings, Lists)

14.5.3.2       The Buyer will issue COC in accordance with the provisions
               of the "Guidelines for Customer Originated Changes" issued
               by the Seller and will label such data "COC."

14.5.3.3       The Seller will use all reasonable efforts to introduce the
               COC into the relevant Technical Publications as soon as
               possible following the receipt of complete and accurate data
               for processing, but no later than two (2) revisions after
               submission of the COC.

14.5.3.4       COC data will be incorporated by the Seller in all affected
               customized Technical Publications, unless the Buyer
               specifies in writing to the Seller into which Technical
               Publications the COC data will be incorporated. The
               customized Technical Publications into which the COC data
               are incorporated will only show the Aircraft configuration
               that reflects the COC data and not the configuration before
               incorporation of such COC data.

14.5.3.5       The Buyer hereby acknowledges and accepts that the
               incorporation of any COC into the Technical Publication
               issued by or caused to be issued by the Seller will be
               entirely at the Buyer's risk. Accordingly, the Seller will
               be under no liability whatsoever in respect of either the
               engineering contents of any COC, including any omissions or
               inaccuracies therein, or the effect that incorporation of
               such COC may have on the Technical Publications.

14.5.3.6       The Seller will not be required to check any COC data
               submitted for incorporation as aforementioned, and the Buyer
               will ensure that all COC data submitted for incorporation
               into a Technical Publication have received prior approval
               from its local airworthiness authority.

14.5.3.7       IN THE EVENT THAT THE SELLER AND/OR THE MANUFACTURER IS
               REQUIRED UNDER ANY COURT ORDER OR SETTLEMENT TO INDEMNIFY IN
               WHOLE OR IN PART ANY THIRD PARTY FOR INJURY, LOSS OR DAMAGE
               INCURRED DIRECTLY OR INDIRECTLY AS A RESULT OF INCORPORATION
               OF ANY COC INTO THE TECHNICAL PUBLICATIONS ISSUED OR CAUSED
               TO BE ISSUED BY THE SELLER, THE BUYER AGREES TO DEFEND,
               INDEMNIFY OR HOLD HARMLESS THE SELLER AND/OR THE
               MANUFACTURER FOR ALL PAYMENTS OR SETTLEMENTS MADE IN RESPECT
               OF SUCH INJURY, LOSS OR DAMAGE INCLUDING ANY EXPENSES
               INCURRED BY THE SELLER AND/OR THE MANUFACTURER IN DEFENDING
               SUCH CLAIMS, PROVIDED THAT THE BUYER IS PROVIDED AN
               OPPORTUNITY TO ASSUME THE DEFENSE AND/OR A SETTLEMENT OF
               SUCH CLAIM. THIS INDEMNIFICATION BY THE BUYER WILL IN NO
               EVENT BE AFFECTED BY ANY WRITTEN OR ORAL COMMUNICATION THAT
               THE SELLER OR THE MANUFACTURER MAY MAKE TO THE BUYER IN
               RESPECT OF SUCH DOCUMENTATION.

14.5.3.8       The price for the incorporation of any COC as aforesaid will
               be invoiced to the Buyer under conditions specified in the
               Seller's then current Support Services Price Catalog. ***

14.6           Vendor Equipment

14.6.1         Information relating to Vendor equipment that is installed
               on the Aircraft by the Seller will be included free of
               charge in the basic issue of the Technical Publications, to
               the extent necessary for the understanding of the systems
               concerned.

14.6.2         The Buyer will supply or cause to be supplied to the Seller
               the data related to Buyer Furnished Equipment and Seller
               Furnished Equipment not covered in the Seller's standard
               Seller Furnished Equipment definition at least six (6)
               months before the scheduled delivery of the customized
               Technical Publications.

14.6.3         The Seller will introduce into the basic issue of the
               Technical Publications the data related to Buyer Furnished
               Equipment and Seller Furnished Equipment, at no charge to
               the Buyer.

14.7           Aircraft Identification for Technical Publications

               For the customized Technical Publications the Buyer agrees
               to the allocation of Fleet Serial Numbers from 001 up to
               999. The sequence will be interrupted only if two (2)
               different Propulsion Systems manufacturers are selected
               and/or different aircraft models are chosen.

               The Buyer will indicate to the Seller the Fleet Serial
               Number allocated to the Aircraft Manufacturer's Serial
               Number within forty-five (45) days after execution of this
               Agreement. The allocation of Fleet Serial Numbers to
               Manufacturer's Serial Numbers will not constitute any
               proprietary, insurable or other interest whatsoever of the
               Buyer in any Aircraft prior to delivery of and payment for
               such Aircraft as provided in this Agreement.

               The relevant customized Technical Publications are:

               (i)    Aircraft Maintenance Manual
               (ii)   Illustrated Parts Catalog
               (iii)  Trouble Shooting Manual
               (iv)   Wiring Manuals (Schematics, Wirings, Lists)

14.8           Airworthiness Authority

               It will be the responsibility of the Buyer to provide its
               local airworthiness authority with such Technical
               Publications as it may require, using the Technical
               Publications delivered by the Seller to the Buyer in
               accordance with the terms hereof.

14.9           Additional Requirements

               If feasible the Seller will comply with the Buyer's request
               to change the form, quantity, type and/or revisions of any
               of the data specified in Exhibit "F," upon receipt of the
               Buyer's purchase order. The charges for such changes will be
               invoiced to the Buyer under conditions specified in the
               Seller's then current Support Services Price Catalog.

14.10          Future Developments

               The Seller will continuously monitor technological
               developments and apply them to document production and
               method of transmission where beneficial and economical.

14.11          Proprietary Rights

14.11.1        All proprietary rights, including but not limited to patent,
               design and copyrights, relating to Technical Publications
               and data supplied under this Agreement, will remain with the
               Seller. All such Technical Publications and data are
               supplied to the Buyer for the sole use of the Buyer, who
               undertakes not to divulge the contents thereof to any third
               party save as permitted therein, or as provided in Subclause
               14.11.2, or otherwise pursuant to any governmental or legal
               requirement imposed upon the Buyer. These proprietary rights
               will also apply to any translation into a language or
               languages or media that may have been performed or caused to
               be performed by the Buyer.

14.11.2        This Agreement does not restrict the Buyer from using any
               Technical Publications or data supplied by the Seller for
               the purpose of maintenance, repair or modification of
               Aircraft. Upon the Buyer's resale or lease of any Aircraft,
               the purchaser or lessee of such Aircraft may ***, provided
               that such purchaser or lessee ***. The Buyer will furnish to
               the Seller ***.

14.11.3        Drawings of the Manufacturer are provided to the Buyer under
               the express condition that the Manufacturer will have no
               liability, whether in contract or tort, arising from or in
               connection with the use of a drawing of the Manufacturer by
               the Buyer.

14.11.4        In the event that the Seller has authorized the disclosure
               to third parties, either under this Agreement or by express
               written authorization, the Buyer will undertake to bind such
               third party to the same conditions and restrictions as the
               Buyer with respect to such disclosure, as set forth in this
               Subclause 14.11.

14.12          Warranties as to Technical Publications

               The Seller warrants that the Technical Publications are
               prepared in accordance with the state of the art at the date
               of their conception. Should a Technical Publication prepared
               by the Seller contain errors or omissions, the sole and
               exclusive liability of the Seller will be, at its option, to
               correct or replace such Technical Publication. Any such
               correction or replacement will occur ***. Notwithstanding
               the above, no warranties of any kind are given for the
               Customer Originated Changes, as set forth in Subclause
               14.5.3. The Exclusivity of Warranties and General
               Limitations of Liability provisions of Subclause 12.6 of
               this Agreement will apply to all Technical Publications.

15 -           FIELD ASSISTANCE

15.1           Seller's Service

15.1.1         The Seller will provide or cause to be provided at no charge
               to the Buyer the following services at the Buyer's main base
               or at locations to be designated by the Buyer.

15.1.2         The Seller will provide Resident Customer Support
               Representatives acting in an advisory capacity at the
               Buyer's main base ***. The actual number of Resident
               Customer Support Representatives allocated to the Buyer will
               be mutually agreed.

15.1.3         If requested by the Buyer, the Seller will arrange for
               similar services to be procured by competent representatives
               of the Propulsion Systems manufacturer and, by
               representatives of Vendors (other than Vendors of Buyer
               Furnished Equipment).

15.1.4         The Seller will provide one (1) Customer Support Director
               based in Herndon, Virginia, to liaise between the
               Manufacturer and the Buyer on product support matters after
               execution of this Agreement for as long as any of the
               Aircraft is operated by the Buyer.

15.2           Buyer's Service

               For as long as the Customer Support Representative(s)
               specified in Subclause 15.1.1 above remain(s) with the
               Buyer, the Buyer will furnish without charge, suitable
               office space, office equipment and facilities in or
               conveniently near the Buyer's maintenance facilities. The
               Buyer will provide telecommunications facilities at the
               Seller's cost to be invoiced on a monthly basis.

15.3           Advisory Capacity

               In providing the technical services contemplated by this
               Agreement, all of the Seller's, Manufacturer's and
               Associated Contractors, and any of their employees,
               representatives, or agents are deemed to be acting in an
               advisory capacity only and at no time will they be deemed to
               be acting, either directly or indirectly, as the agents or
               employees of the Buyer.

15.4           Temporary Assignment of Customer Support Representative

               The Buyer agrees that the Seller will have the right upon
               notice to and consultation with the Buyer to transfer or
               recall any Customer Support Representative(s) on a temporary
               or permanent basis. The Buyer will receive credit for the
               man-days during which any Customer Support Representative is
               absent from the Buyer's facility pursuant to this Subclause
               15.4.

15.5           INDEMNITY AND INSURANCE

15.5.1         SCOPE

               IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS
               CLAUSE 15, THE BUYER AND THE SELLER PROVIDE THE INDEMNITIES
               SET FORTH IN SUBCLAUSES 15.5.2 AND 15.5.3.

15.5.2         BUYER'S INDEMNITY

               THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, THE
               MANUFACTURER, ASC AND EACH OF THE ASSOCIATED CONTRACTORS AND
               THEIR RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE
               AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM
               AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, LOSS OF USE,
               COSTS AND EXPENSES

               (I)    FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING
                      INJURIES TO AND DEATHS OF THE SELLER'S
                      REPRESENTATIVES PROVIDING THE SERVICES UNDER THIS
                      CLAUSE) CAUSED BY THE SELLER OR ITS REPRESENTATIVES,
                      AND

               (II)   FOR LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF
                      OR DAMAGE TO PROPERTY OF THE SELLER'S SAID
                      REPRESENTATIVES), CAUSED BY THE SELLER OR ITS
                      REPRESENTATIVES.

               ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF
               SERVICES UNDER THIS CLAUSE 15.

               THIS INDEMNITY OF THE BUYER WILL NOT APPLY FOR ANY SUCH
               LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT
               OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE
               OF THE SELLER'S, THE MANUFACTURER'S OR ANY OF THE ASSOCIATED
               CONTRACTORS' OR THEIR RESPECTIVE SUBCONTRACTORS' OR THEIR
               RESPECTIVE OFFICERS', AGENTS' OR EMPLOYEES' SAID
               REPRESENTATIVES.

15.5.3         SELLER'S INDEMNITY

               THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS
               DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST
               ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES

               (I)    FOR INJURIES TO OR DEATHS OF THE SELLER'S SAID
                      REPRESENTATIVES PROVIDING THE SERVICES UNDER THIS
                      CLAUSE,

               (II)   FOR LOSS OF OR DAMAGE TO PROPERTY OF THE SELLER'S SAID
                      REPRESENTATIVES, AND

               (III)  ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR
                      GROSS NEGLIGENCE OF THE SELLER'S SAID
                      REPRESENTATIVES.

               WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING
               SENTENCE, THE SELLER WILL NOT BE OBLIGATED TO INDEMNIFY OR
               HOLD HARMLESS THE BUYER WHERE THE SELLER'S LIABILITIES,
               DAMAGES, LOSSES, COSTS OR EXPENSES ARISE FROM THE BUYER'S
               WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

15.5.4         CLAIMS

               IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST
               EITHER PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS
               OR EMPLOYEES) FOR DAMAGES FOR DEATH OR INJURY OR FOR
               PROPERTY DAMAGE, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY
               THE OTHER PARTY PURSUANT TO THIS SUBCLAUSE 15.5, THE FORMER
               (INDEMNITEE) WILL PROMPTLY GIVE NOTICE TO THE OTHER PARTY
               (INDEMNITOR), AND THE INDEMNITOR WILL HAVE THE RIGHT TO
               INVESTIGATE, AND THE RIGHT IN ITS SOLE DISCRETION TO ASSUME
               AND CONDUCT THE DEFENSE OF OR SETTLE OR COMPROMISE, SUCH
               CLAIM, ACTION, PROCEEDING OR LAWSUIT.

               HOWEVER, IF IN THE REASONABLE OPINION OF THE INDEMNITEE,
               SUCH DEFENSE, SETTLEMENT OR COMPROMISE INVOLVES THE
               POTENTIAL IMPOSITION OF CRIMINAL LIABILITY ON THE INDEMNITEE
               OR A CONFLICT OF INTEREST BETWEEN THE INDEMNITOR AND THE
               INDEMNITEE, THE INDEMNITOR WILL NOT BE ENTITLED TO ASSUME
               AND CONDUCT THE DEFENSE OF ANY SUCH CLAIM, ACTION,
               PROCEEDING OR LAWSUIT. THE INDEMNITEES WILL BE ENTITLED, AT
               THEIR OWN EXPENSE, ACTING THROUGH ONE (1) COUNSEL, TO
               PARTICIPATE IN ANY CLAIM, ACTION, PROCEEDING OR LAWSUIT THE
               DEFENSE OF WHICH HAS BEEN ASSUMED BY THE INDEMNITOR PURSUANT
               TO THE PRECEDING PROVISIONS, PROVIDED, THAT SUCH
               PARTICIPATION DOES NOT, IN THE REASONABLE OPINION OF
               INDEPENDENT COUNSEL OF THE INDEMNITOR, INTERFERE WITH THE
               CONDUCT OF SUCH DEFENSE. NOTWITHSTANDING ANYTHING TO THE
               CONTRARY, NO SETTLEMENT OR COMPROMISE WILL BE ENTERED INTO
               WITHOUT THE PRIOR WRITTEN CONSENT OF THE INDEMNITEE, WHICH
               CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED. EACH
               INDEMNITEE WILL COOPERATE WITH THE INDEMNITOR IN THE
               INVESTIGATION AND CONDUCT OF THE DEFENSE OF ANY CLAIM,
               ACTION, PROCEEDING OR LAWSUIT INDEMNIFIED HEREUNDER.

               IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT
               THE DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE INDEMNITEE
               WILL HAVE THE RIGHT TO PROCEED WITH THE DEFENSE OF THE CLAIM
               OR LAWSUIT AS IT DEEMS APPROPRIATE AND WILL HAVE AN ACTION
               AGAINST THE INDEMNITOR FOR ANY JUDGMENTS, SETTLEMENTS, COSTS
               OR EXPENSES INCURRED IN CONDUCTING SAID DEFENSE. FOR THE
               PURPOSE OF THIS SUBCLAUSE 15.5, A CLAIM OR LAWSUIT AGAINST
               THE MANUFACTURER OR ANY OF THE ASSOCIATED CONTRACTORS OR ANY
               OF THEIR RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR
               RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES WILL BE
               DEEMED TO BE A CLAIM OR LAWSUIT AGAINST THE SELLER.

15.5.5         INSURANCE

               FOR THE PERIOD OF PERFORMANCE DESCRIBED IN THIS CLAUSE, THE
               BUYER WILL

               (I)    INDEMNIFY AND WAIVE ANY RIGHTS OF RECOURSE OR
                      SUBROGATION AGAINST THE SELLER, THE MANUFACTURER AND
                      ASC, AND EACH OF THE ASSOCIATED CONTRACTORS AND THEIR
                      RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE
                      DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND
                      SUBCONTRACTORS IN RESPECT OF ALL RISKS HULL INSURANCE
                      POLICY, AND

               (II)   EFFECT INSURANCE TO COVER THIRD-PARTY LIABILITY RISKS
                      ARISING DURING SAID PERFORMANCE IN AN AMOUNT
                      SATISFACTORY TO THE SELLER, NAMING THE SELLER AND ITS
                      DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES AS
                      ADDITIONAL INSURED.

               SUCH INSURANCE WILL CONTAIN A CROSS-LIABILITY CLAUSE AND
               WILL ALSO CONTAIN A THIRTY (30)-DAY NOTICE-OF-CANCELLATION
               PROVISION.  UPON REQUEST, THE BUYER WILL DELIVER TO THE
               SELLER A CERTIFICATE OF INSURANCE EVIDENCING THE COVERAGE
               REQUIRED BY THIS CLAUSE.


16 -           TRAINING

16.1           Scope

               The Seller will provide or cause to be provided for the
               Buyer's personnel training described in this Clause 16
               ("Training").

16.2           Course Organization and Administration

16.2.1         Location and Scheduling

               In general, Training will be held either at the Airbus
               Service Company Training Center, in Miami, Florida (the
               "ATC-Miami"), or at the Airbus Training Center in Toulouse,
               France (the "ATC-Toulouse"). Subject to availability of
               training slots at the time and at the selected location, the
               location of the Training will be at the Buyer's choice. The
               Seller will ensure that the Buyer's training plans (to be
               provided to the Seller reasonably in advance of the delivery
               of Aircraft) are implemented for a safe and smooth
               entry-into-service of the Aircraft. However, certain
               Training courses may also be held at the Buyer's base or
               other location, if practicable, under terms and conditions
               to be mutually agreed. The Buyer's training plans will
               include: (i) just-in-time (determined on a reasonable basis)
               training of flight crews, (ii) all necessary simulator time
               for regular transition courses, and (iii) aircraft
               experience for check pilots, and (iv) maintenance, dispatch
               and flight attendant training.

               Training courses will be scheduled for a minimum and maximum
               number of participants, at dates mutually agreed during a
               training conference to be held as soon as practicable (the
               "Training Conference").

16.2.2         Course Content

               Training courses will include features of the Specifications
               required for training purposes, as known at the latest six
               (6) months before the first Training course starts. The
               Seller will endeavor to incorporate training features that
               become known after the six-month deadline. When the Seller
               does not provide maintenance or flight attendant training on
               the Seller's approved Buyer Furnished Equipment, the Seller
               will ensure that the Buyer gets the relevant training
               support from the supplier of the said equipment. Training
               courses will be FAA approved "Transition Courses." The
               Seller will provide the Buyer with A319/A320/A321
               differences training for flight crew, maintenance, dispatch
               and/or flight attendant personnel.

               Training equipment used for flight and maintenance crew
               training will reflect the Specifications as closely as
               possible and will meet requirements to receive and maintain
               the relevant FAA course approval. Maintenance training will
               not assume prior knowledge of any Airbus aircraft. The
               Seller will be responsible for all Training course syllabi,
               training aids, equipment and materials.

16.2.3         Course Guidelines

               Courses are designed and approved to bring jet transport
               specialists to a professional knowledge of the Aircraft and
               satisfy FAA requirements for training and checking. The
               Seller will use reasonable efforts to satisfy the Buyer's
               requirements and policies regarding training.

               In addition:

               (i)    Training will be conducted in English, and all
                      training materials are written in English using
                      common aeronautical terminology.

               (ii)   Pilot trainees will have the prerequisite jet
                      transport category experience defined in Appendix "A"
                      to this Clause 16.

               (iii)  Avionics courses (listed in Appendix "B" to this
                      Clause 16) are designed for avionics specialists
                      knowledgeable of ARINC 429 liaisons.

               (iv)   The Buyer will give the Seller a list of trainees
                      enrolling in each Training course.

               (v)    The Seller will not be liable for the unsatisfactory
                      performance of individual trainees for any reason
                      solely and directly outside the Seller's control.

               (vi)   The Seller will consult with the Buyer if the Seller
                      finds that a trainee lacks entry-level knowledge.
                      After such consultation, the trainee will either be
                      cycled through an entry-level training program or be
                      withdrawn from the Training course. All costs
                      associated with such entry-level program and with the
                      cancellation of the scheduled transition training
                      will be charged to the Buyer's account.

               (vii)  The Seller will give all trainees who satisfactorily
                      complete Training courses a certificate of completion
                      including the instructor's name and identification
                      number. This certificate will not represent authority
                      or qualification by any official civil aviation
                      authority, although it may be presented to such
                      authority as an attestation of completion of the
                      Seller's training courses.

               (viii) An extension in duration, a repetition or a deviation
                      from the standard of any course to be given or in
                      progress (for reasons due to the Buyer, including,
                      but not limited to, unsatisfactory performance of the
                      trainees) will be provided on the Buyer's request
                      and/or on the Seller's advice and subject to mutual
                      agreement. The Seller will provide an extension in
                      the duration of the Training, if necessary, to
                      satisfactorily complete the flight Training courses.
                      ***

16.2.4         Additional Training

               Besides the free-of-charge Training courses provided
               pursuant to Subclause 16.3, the Seller will offer additional
               training courses and training services at the Buyer's
               expense, subject to availability.

16.2.5         Training at the Buyer's Base

16.2.5.1       At the Buyer's request, and if practicable, the Training
               will be provided by the Seller's instructors at any location
               other than ATC-Miami or ATC-Toulouse. The Buyer will *** any
               expenses related to the assignment of the Seller's
               instructors and the performance of their duties.

               The Buyer may provide the Seller with air travel for the
               Seller's instructors to and from ATC-Miami or ATC-Toulouse,
               as applicable, and the place of assignment.

16.2.5.2       The Training equipment necessary for course performance on
               the Buyer's request at any location other than ATC-Miami or
               ATC-Toulouse will be provided by the Buyer in accordance
               with the Seller's specifications. In the event the Buyer
               cannot make available the relevant equipment, the Seller
               will use reasonable efforts to provide this equipment and
               send it by air from Miami, Florida, or Toulouse, France, to
               the course location and back to Miami, Florida, or Toulouse,
               France, at the Buyer's expense.

16.2.6         Practical Training on Aircraft

16.2.6.1       ***

16.2.6.2       Any *** Flight Crew Training involving the use of an
               aircraft will be done on the Buyer's delivered Aircraft.
               Should the Buyer require on-aircraft Flight Crew Training to
               be done before delivery of the first Aircraft, then

               (i)    the Seller will help the Buyer find a substitute
                      aircraft, and

               (ii)   ***.

               When on-aircraft Flight Crew Training is performed at
               ATC-Toulouse, the Seller will provide free-of-charge line
               maintenance, including servicing, preflight checks and
               changing of minor components for the contractual training
               sessions. In the case that the training is performed on the
               Buyer's aircraft, the Buyer will provide a mutually agreed
               batch of spare parts as required to support said training
               and will bear all other expenses such as fuel, oil and
               landing fees. In the event that the Seller is not able to
               provide sufficient simulator time to train the Buyer's
               crews, and it becomes necessary to use the Aircraft instead,
               the Seller will compensate the Buyer US$*** (US dollars-***)
               (in 1996 dollars) per flight hour.

               Finally, the Buyer will meet the requirement for a
               certificate of insurance set forth below in Subclause
               16.6.5.

16.2.7         Buyer's Personnel Transportation

               When flight crew, flight attendant, dispatch and maintenance
               Training is done at ATC-Toulouse, the Seller will provide
               free-of-charge local transportation by bus for the Buyer's
               trainees to and from designated pick-up points and the
               training center. The Seller will also provide each flight
               crew with a rental car (with unlimited mileage, the Buyer
               paying for gas) or taxi transportation at the end of ground
               school to enable crews to attend either simulator or flight
               sessions.

               When training is done at ATC-Miami, the Seller will provide
               a free-of-charge rental car (with unlimited mileage, the
               Buyer paying for gas) or taxi transportation for all of the
               Buyer's trainees, at the beginning of the Training course.
               Due to local laws, the Buyer's trainees must be over
               twenty-one (21) years of age to drive rental cars.

16.2.8         Duration

               The Training allowances provided in Subclause 16.3 will be
               available ***.

16.3           Training Courses

16.3.1         Flight Crew Courses

16.3.1.1       Flight Crew Transition Course

               The Seller will train free of charge *** flight crews (each
               of which consists of a captain and a first officer) per
               delivered Aircraft in accordance with the Buyer's
               operational requirements. The training manual will be the
               Airbus Industrie Flight Crew Operating Manual (FCOM) or the
               Buyer's flight crew training manual at the Buyer's option.
               The Buyer's standard operating procedures will be
               incorporated into the Seller's Flight Crew Transition
               course, provided that the Buyer provides the Seller such
               procedures at least one (1) month prior to the start of the
               first Flight Crew Transition course. The Buyer will receive
               no compensation from the Seller should the Buyer elect to
               perform some Flight Crew Transition courses partially or
               totally on dry lease.

16.3.1.2       Flight Crew Initial Operating Experience

               To assist the Buyer with Initial Operating Experience during
               the Buyer's introduction of the Aircraft into revenue
               service, the Seller will provide the Buyer instructor-pilots
               free of charge ***. This assistance will be provided on the
               Aircraft.

               ***

16.3.1.3       Flight Instructor Familiarization Course

               The Seller will provide a certain number of the Buyer's
               Instructor pilots with a Flight Instructor Familiarization
               Course.

16.3.2         Maintenance Courses

16.3.2.1       Maintenance Training

               The Seller will provide free-of-charge Training courses for
               ground personnel for a total of *** trainee-days of
               instruction. The range of maintenance courses is listed in
               Appendix "B" to this Clause 16. The Buyer may elect to use
               part of this Training allowance to perform some maintenance
               training classes at another US carrier on a space available
               basis.

               The trainee days will be counted as follows:

               (i)    For instruction at ATC-Miami or at ATC-Toulouse, the
                      total number of trainee days counted will be the
                      number of trainees enrolled at the beginning of a
                      Training course multiplied by the number of days of
                      instruction.

               (ii)   For instruction at locations other than the ATC-Miami
                      or at the ATC-Toulouse, the total number of trainee
                      days counted will be the greater of twelve (12) and
                      the number of trainees enrolled at the beginning of a
                      Training course multiplied by the number of days of
                      detachment of the Seller's instructor(s).

16.3.2.2       Maintenance Initial Operating Experience

               To help the Buyer with maintenance Initial Operating
               Experience, such as Aircraft handling and servicing, flight
               crew and maintenance coordination, use of manuals and any
               other activities that the instructor might deem necessary
               after delivery of the first Aircraft, the Seller will
               provide the Buyer free of charge *** maintenance
               instructor-days at the Buyer's base. Additional Initial
               Operating Experience will be provided at the Buyer's
               expense.

16.3.3         Flight Attendants/Operations/Performance Courses

               The Seller will provide free of charge *** trainee days of
               instruction to be used for the training courses listed in
               Appendix "C" to this Clause 16. In the event the Buyer would
               like the main features of the Specifications to be covered
               during the aircraft visit of the Flight Attendants
               Familiarization Course, such visit may be given as of two
               (2) weeks before delivery of the first Aircraft.

16.3.4         Familiarization Training

               At the Buyer's request the Seller will conduct general
               familiarization courses for the Buyer's employees. Training
               allowance in Subclause 16.3.2.1 will be used to cover
               such courses.

16.3.5         Vendors and Engine Manufacturer Training

               The Seller will ensure that the major Vendors and the
               Propulsion Systems manufacturer will provide maintenance and
               overhaul training on their products at appropriate times as
               required by the Buyer.

               A list of such major Vendors will be supplied to the Buyer
               on request.

16.4           Training Aids and Materials

16.4.1         Training Aids for Trainees at the Seller's Training Centers

               For the purposes of this Subclause 16.4.1, it is understood
               that training aids and materials provided to the Buyer's
               trainees by the Seller (a) are supplied for the sole and
               express purpose of providing Training in the courses
               described in Subclause 16.3 of this Agreement and therefore
               are labeled "For Training Only," (b) are free of charge, (c)
               include all cockpit layouts, all printed course materials,
               including manuals and supporting documents. Computer
               hardware, software and Courseware (including simulators and
               simulator data packages) and all other equipment will be
               provided to the trainees solely for use during the Seller's
               training courses.

               Since the Training is for the Buyer's trainees only, the
               Buyer undertakes not to divulge the contents of any training
               aids or materials to any third party without the prior
               agreement of the Seller, save as required pursuant to any
               governmental, contractual or legal requirement imposed upon
               the Buyer or as permitted by Subclause 16.4.2.

16.4.2         Training Aids for the Buyer's Training Organization

               The Seller will provide free of charge *** sets of the
               Courseware related to the Aircraft and similar to that used
               by the Seller for the Buyer's training organization, except
               as provided in this Subclause 16.4.2. Such Courseware will
               be for the training of the Buyer's personnel only and will
               include a revision service ***.

               The Courseware to be provided to the Buyer will be:

               (i)    supplied with a license in the Buyer's name, and

               (ii)   compatible with the hardware platform defined by the
                      Aviation Industry CBT Committee (AICC), which is
                      fully approved by the Air Transport Association and
                      International Air Transport Association.

               The Buyer may use the Seller's training aids and materials
               *** provided: (i) the Buyer obtains ***.

               Any additional sets of Courseware and/or any extension to
               the Buyer's right to use such Courseware will be subject to
               terms and conditions to be mutually agreed. General
               conditions for the supply of the Courseware will apply and
               will be detailed during the Training Conference.

               At least six (6) months prior to the delivery of the first
               Aircraft, the Seller will provide free of charge thirty (30)
               sets of computer-based-training workstations compatible with
               the Courseware provided above in this Subclause 16.4.2 (each
               including a computer, a videodisk player and two (2)
               monitors).

16.5           Seller's Support

               The Seller will help the Buyer with the development and
               introduction of Aircraft training programs at the Buyer's
               training center, on the Buyer's request and terms to be
               agreed. The Seller will provide free-of-charge technical
               assistance in modifying the standard Courseware routers to
               the Buyer's in-house training programs.

16.6           INDEMNITY AND INSURANCE

16.6.1         SCOPE

               IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS
               CLAUSE 16, THE BUYER AND THE SELLER PROVIDE THE INDEMNITIES
               SET FORTH IN SUBCLAUSES 16.6.2 AND 16.6.3.

16.6.2         BUYER'S INDEMNITY

               THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, THE
               MANUFACTURER, AND EACH OF THE ASSOCIATED CONTRACTORS AND
               THEIR RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE
               AFFILIATES, DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM
               AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, LOSS OF USE,
               COSTS AND EXPENSES

               (I)    FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING
                      INJURIES TO AND DEATHS OF THE SELLER'S
                      REPRESENTATIVES PROVIDING THE SERVICES UNDER THIS
                      CLAUSE) CAUSED BY THE SELLER OR ITS REPRESENTATIVES,
                      AND

               (II)   FOR LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF
                      OR DAMAGE TO PROPERTY OF THE SELLER'S SAID
                      REPRESENTATIVES), CAUSED BY THE SELLER OR ITS
                      REPRESENTATIVES.

               ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF
               SERVICES UNDER THIS CLAUSE 16.

               THIS INDEMNITY OF THE BUYER WILL NOT APPLY FOR ANY SUCH
               LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT
               OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE
               OF THE SELLER'S, THE MANUFACTURER'S OR ANY OF THE ASSOCIATED
               CONTRACTORS' OR THEIR RESPECTIVE SUBCONTRACTORS' OR THEIR
               RESPECTIVE OFFICERS', AGENTS' OR EMPLOYEES' SAID
               REPRESENTATIVES.

16.6.3         SELLER'S INDEMNITY

               THE SELLER WILL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS
               DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST
               ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES

               (I)    FOR INJURIES TO OR DEATHS OF THE SELLER'S SAID
                      REPRESENTATIVES PROVIDING THE SERVICES UNDER THIS
                      CLAUSE,

               (II)   FOR LOSS OF OR DAMAGE TO PROPERTY OF THE SELLER'S SAID
                      REPRESENTATIVES, AND

               (III)  ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR
                      GROSS NEGLIGENCE OF THE SELLER'S SAID
                      REPRESENTATIVES.

               WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING
               SENTENCE, THE SELLER WILL NOT BE OBLIGATED TO INDEMNIFY OR
               HOLD HARMLESS THE BUYER WHERE THE SELLER'S LIABILITIES,
               DAMAGES, LOSSES, COSTS OR EXPENSES ARISE FROM THE BUYER'S
               WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

16.6.4         CLAIMS

               IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST
               EITHER PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS
               OR EMPLOYEES) FOR DAMAGES FOR DEATH OR INJURY OR FOR
               PROPERTY DAMAGE, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY
               THE OTHER PARTY PURSUANT TO THIS SUBCLAUSE 16.6, THE FORMER
               (INDEMNITEE) WILL PROMPTLY GIVE NOTICE TO THE OTHER PARTY
               (INDEMNITOR), AND THE INDEMNITOR WILL HAVE THE RIGHT TO
               INVESTIGATE, AND THE RIGHT IN ITS SOLE DISCRETION TO ASSUME
               AND CONDUCT THE DEFENSE OF OR SETTLE OR COMPROMISE, SUCH
               CLAIM, ACTION, PROCEEDING OR LAWSUIT.

               HOWEVER, IF IN THE REASONABLE OPINION OF THE INDEMNITEE,
               SUCH DEFENSE, SETTLEMENT OR COMPROMISE INVOLVES THE
               POTENTIAL IMPOSITION OF CRIMINAL LIABILITY ON THE INDEMNITEE
               OR A CONFLICT OF INTEREST BETWEEN THE INDEMNITOR AND THE
               INDEMNITEE, THE INDEMNITOR WILL NOT BE ENTITLED TO ASSUME
               AND CONDUCT THE DEFENSE OF ANY SUCH CLAIM, ACTION,
               PROCEEDING OR LAWSUIT. THE INDEMNITEES WILL BE ENTITLED, AT
               THEIR OWN EXPENSE, ACTING THROUGH ONE (1) COUNSEL, TO
               PARTICIPATE IN ANY CLAIM, ACTION, PROCEEDING OR LAWSUIT THE
               DEFENSE OF WHICH HAS BEEN ASSUMED BY THE INDEMNITOR PURSUANT
               TO THE PRECEDING PROVISIONS, PROVIDED, THAT SUCH
               PARTICIPATION DOES NOT, IN THE REASONABLE OPINION OF
               INDEPENDENT COUNSEL OF THE INDEMNITOR, INTERFERE WITH THE
               CONDUCT OF SUCH DEFENSE. NOTWITHSTANDING ANYTHING TO THE
               CONTRARY, NO SETTLEMENT OR COMPROMISE WILL BE ENTERED INTO
               WITHOUT THE PRIOR WRITTEN CONSENT OF THE INDEMNITEE, WHICH
               CONSENT WILL NOT BE UNREASONABLY WITHHELD OR DELAYED. EACH
               INDEMNITEE WILL COOPERATE WITH THE INDEMNITOR IN THE
               INVESTIGATION AND CONDUCT OF THE DEFENSE OF ANY CLAIM,
               ACTION, PROCEEDING OR LAWSUIT INDEMNIFIED HEREUNDER.

               IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT
               THE DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE INDEMNITEE
               WILL HAVE THE RIGHT TO PROCEED WITH THE DEFENSE OF THE CLAIM
               OR LAWSUIT AS IT DEEMS APPROPRIATE AND WILL HAVE AN ACTION
               AGAINST THE INDEMNITOR FOR ANY JUDGMENTS, SETTLEMENTS, COSTS
               OR EXPENSES INCURRED IN CONDUCTING SAID DEFENSE. FOR THE
               PURPOSE OF THIS SUBCLAUSE 16.6, A CLAIM OR LAWSUIT AGAINST
               THE MANUFACTURER OR ANY OF THE ASSOCIATED CONTRACTORS OR ANY
               OF THEIR RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR
               RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES WILL BE
               DEEMED TO BE A CLAIM OR LAWSUIT AGAINST THE SELLER.

16.6.5         INSURANCE

               FOR THE PERIOD OF PERFORMANCE DESCRIBED IN THIS CLAUSE, THE
               BUYER WILL

               (I)    INDEMNIFY AND WAIVE ANY RIGHTS OF RECOURSE OR
                      SUBROGATION AGAINST THE SELLER, THE MANUFACTURER, AND
                      EACH OF THE ASSOCIATED CONTRACTORS AND THEIR
                      RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE
                      DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND
                      SUBCONTRACTORS IN RESPECT OF ALL RISKS HULL INSURANCE
                      POLICY, AND

               (II)   EFFECT INSURANCE TO COVER THIRD-PARTY LIABILITY RISKS
                      ARISING DURING SAID PERFORMANCE IN AN AMOUNT
                      SATISFACTORY TO THE SELLER, NAMING THE SELLER AND ITS
                      DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES AS
                      ADDITIONAL INSUREDS.

               SUCH INSURANCE WILL CONTAIN A CROSS-LIABILITY CLAUSE AND
               WILL ALSO CONTAIN A THIRTY (30)-DAY NOTICE-OF-CANCELLATION
               PROVISION.  UPON REQUEST, THE BUYER WILL DELIVER TO THE
               SELLER A CERTIFICATE OF INSURANCE EVIDENCING THE COVERAGE
               REQUIRED BY THIS CLAUSE.


                          CLAUSE 16 - APPENDIX "A"

                        RECOMMENDED PILOT EXPERIENCE
                     IN RELATION TO TRANSITION TRAINING


1.      CAPTAINS

        The Seller recommends that captains have a minimum of 1,000 hours'
        experience in command of jet transport category aircraft prior to
        transition training provided under Clause 16 of this Agreement.

2.      SENIOR CO-PILOTS

        Senior co-pilots upgrading to captain and who do not have the
        recommended minimum described above in Paragraph 1 will be
        considered for transition training provided under
        Clause 16 of this Agreement on a case-by-case.

3.      CO-PILOTS

        The Seller recommends that copilots have a minimum of 500 hours'
        experience operating transport aircraft, of which at least 300
        hours' should be with jet transport aircraft. This recommended
        minimum includes formal basic training.

4.      ALL PILOTS

        The Seller recognizes that some pilots have no experience with FMS,
        AFCS, glass cockpits or two-person (as compared to three-person)
        crews, features covered in the Seller's "Introductory Course."
        Therefore, the Seller recommends that those pilots take its
        "Introductory Course," before taking transition training provided
        under Clause 16 of this Agreement. For pilots who do not have jet
        transport experience, the Seller recommends its "Jet
        Familiarization Course."


                          CLAUSE 16 - APPENDIX "B"

          LIST OF STANDARD A319, A320 AND A321 MAINTENANCE COURSES

The letters "J," "E" and "H" below respectively designate courses for A319,
A320 and A321 aircraft.

J/E/H M01             GENERAL FAMILIARIZATION

J/E/H M02             RAMP AND TRANSIT

J/E/H M31             LINE MECHANICS/AVIONICS  (LEVEL 2)

J/E/H M42             BASE MECHANICS, ELECTRICS AND AVIONICS (LEVEL 3)

J/E/H M45             BASE MECHANICS AND ELECTRICS (LEVEL 3)

J/E/H M52             BASE ELECTRICS AND AVIONICS (LEVEL 3 )

J/E/H M07             ENGINE RUN-UP

J/E/H M09             MECHANIC CONTROL RIGGING

J/E/H M10             CABIN INTERIOR AND EMERGENCY EQUIPMENT

J/E/H M11             STRUCTURE REPAIR

J/E/H M12             ON THE JOB PRACTICAL TRAINING

J/E/H M16             SPECIFIC NONDESTRUCTIVE TESTING

J/E/H M17             COMPOSITE STRUCTURE REPAIR

J/E/H M18             ETOPS MAINTENANCE

J/E/H M20             AIRCRAFT INTEGRATED DATA SYSTEM MAINTENANCE

J/E/H MG04            CARGO LOADING AND HANDLING

J/E/H M42E            A319/A320/A321 DIFFERENCES

XM15                  BASIC DIGITAL AND MICROPROCESSOR

J/E/H M21             STRUCTURE REPAIR FOR ENGINEERS/METALLIC STRUCTURES

J/E/H M23             MATERIALS AND PROCESSES FOR ENGINEERS

Note:   The above list of courses is provided for information only and is
        subject to modifications.


                          CLAUSE 16 - APPENDIX "C"

         LIST OF A319, A320 AND A321 OPERATIONS/PERFORMANCE COURSES

In the list below, the letters "J," "E" and "H" respectively designate
courses for A319, A320 and A321 aircraft.

J/E/H FC3      FLIGHT ATTENDANT FAMILIARIZATION COURSE

J/E/H G01      MANAGEMENT SURVEY COURSE

J/E/H G02      PERFORMANCE ENGINEER'S COURSE

J/E/H G03      DISPATCHER'S COURSE

J/E/H FC5      FLIGHT CREW GROUND INSTRUCTOR'S COURSE

J/E/H G06      WEIGHT AND BALANCE COURSE

J/E/H G07      LOAD MASTER TRANSITION

J/E/H G08      ETOPS DISPATCHER

J/E/H G38      DISPATCHER TRANSITION AND ETOPS QUALIFICATION

J/E/H G67      WEIGHT AND BALANCE, LOAD MASTER TRANSITION

Note:   The above list of courses is provided for information only and is
        subject to modifications.


17 -           VENDORS' PRODUCT SUPPORT

17.1           Vendor Product Support Agreements

17.1.1         The Seller has obtained product support agreements
               transferable to the Buyer from Vendors of Seller Furnished
               Equipment listed in the Specifications ("Product Support
               Agreements").

17.1.2         These Product Support Agreements are based on the "World
               Airlines and Suppliers Guide" and include Vendor commitments
               as contained in the Supplier Product Support Agreements,
               which include the following provisions:

17.1.2.1       Technical data and manuals required to operate, maintain,
               service and overhaul the Vendor items. Such technical data
               and manuals will be prepared in accordance with the
               applicable provisions of ATA Specification 100 and 101 in
               accordance with Clause 14 of this Agreement, will include
               revision service and will be published in the English
               language. The Seller recommends that software data, supplied
               in the form of an appendix to the Component Maintenance
               Manual, be provided in compliance with ATA Specification 102
               up to level 3.

17.1.2.2       Warranties and guarantees including Vendors' standard
               warranties. In addition, Vendors of landing gear will
               provide service life policies for landing gear structures.

17.1.2.3       Training to ensure efficient operation, maintenance and
               overhaul of the Vendors' items for the Buyer's instructors,
               shop and line service personnel.

17.1.2.4       Spares data in compliance with ATA Specification 200 or
               2000, initial provisioning recommendations, spares and
               logistics service, including routine and emergency
               deliveries.

17.1.2.5       Technical service to assist the Buyer with maintenance,
               overhaul, repair, operation and inspection of Vendor items
               as well as required tooling and spares provisioning.

17.2           Vendor Compliance

               The Seller will monitor Vendor compliance with support
               commitments defined in the Product Support Agreements and
               will promptly take remedial action.

17.3           Vendor Part Repair Stations

17.3.1         The Manufacturer has developed with the Vendors a program
               aimed at building a comprehensive network of repair stations
               in North America for those Vendor Parts originating from
               outside this territory.

17.3.2         As a result of the above, most Vendor Parts are now
               repairable in North America, and corresponding repair
               stations are listed in a document, the AOG and Repair Guide,
               which is issued and regularly updated by the Manufacturer.

               The Seller undertakes that the Vendor Parts that have to be
               forwarded for repair outside North America will be sent back
               to the Buyer with proper tagging as required
               by the FAA.

17.3.3         The Seller will support the Buyer in cases where the agreed
               repair turn time of an approved repair station is not met by
               causing free-of-charge loans or exchanges (as specified in
               the relevant Supplier Product Support Agreements manual) to
               be offered to the Buyer ***.


18 -           BUYER FURNISHED EQUIPMENT AND DATA

18.1           Installation and Delivery

18.1.1         Without additional charge, and in accordance with the
               Specifications, the Seller will cause the Manufacturer to
               provide for the installation of the Buyer Furnished
               Equipment.

18.1.2         The Seller will cause the Manufacturer to advise the Buyer
               reasonably in advance of the dates by which, in the planned
               release of engineering for an Aircraft, the Manufacturer
               requires a written detailed description of the dimensions
               and weight of Buyer Furnished Equipment for such Aircraft
               and information necessary for the installation and operation
               thereof, and the Buyer will furnish such detailed
               description and information by the dates so specified. Such
               dimensions and weights will not thereafter be revised unless
               mutually agreed and set forth in an SCN.

18.1.3         The Seller will also cause the Manufacturer to furnish
               reasonably in advance (but in no event less than eight (8)
               months prior to the scheduled delivery date) to the Buyer a
               schedule of dates by and locations to which Buyer Furnished
               Equipment for such Aircraft must be delivered to the
               Manufacturer to permit installation in and delivery of such
               Aircraft in accordance with the delivery schedule referred
               to in Clause 9. The Buyer will furnish such equipment to the
               Manufacturer at such locations by such dates. The Buyer, at
               its own expense, will also furnish or cause to be present at
               the works where such Buyer Furnished Equipment is to be
               installed, when requested by the Manufacturer, field service
               representatives to provide the Manufacturer technical advice
               regarding the installation and calibration of Buyer
               Furnished Equipment.

18.2           Specification and Airworthiness Approvals

               The Buyer will ensure that all Buyer Furnished Equipment
               will meet the requirements of the Specifications, will
               comply with applicable LBA, for A319 Aircraft and A321
               Aircraft, DGAC, for A320 Aircraft, and FAA regulations and
               will be approved by the LBA, DGAC, and the FAA for
               installation and use on an Aircraft at the time of delivery
               of such Aircraft. The Seller will bear no expense in
               connection with adjusting and calibrating Buyer Furnished
               Equipment to the extent necessary to obtain LBA, DGAC and
               FAA approval, unless such adjusting and calibrating is made
               necessary by improper installation by the Seller of the
               Buyer Furnished Equipment.

18.3           Delay and Nonperformance

               Any delay or failure in complying with the obligation in the
               foregoing Subclause 18.2, in providing the descriptive
               information and services mentioned in Subclause 18.1 hereof,
               in furnishing the Buyer Furnished Equipment or in obtaining
               any required approval of such equipment under the LBA, for
               A319 Aircraft and A321 Aircraft, DGAC for A320 Aircraft, or
               FAA regulations *** will be, to the extent that such delay
               or failure will in turn,

               (i)    delay the performance of any act to be performed by
                      or on behalf of the Seller or the Manufacturer, or

               (ii)   cause the Final Contract Price of the Aircraft to be
                      increased by the amount of the Seller's reasonable
                      additional costs, if any, attributable to such delay
                      or failure by the Buyer, including, without
                      limitation, storage, taxes, insurance and costs of
                      out-of-sequence installation,

               the responsibility of the Buyer, and any resulting cost will
               be borne by the Buyer.

               Further, in any such event, the Seller may elect to take any
               of the actions set forth below in Subclauses 18.3.2, 18.3.3
               or 18.3.4:

18.3.2         The Seller will be entitled to cause the Manufacturer to
               select, purchase and install the Buyer Furnished Equipment
               involved, in which event the Final Contract Price of the
               affected Aircraft will be increased by the purchase price of
               such Buyer Furnished Equipment plus reasonable costs and
               expenses incurred by the Manufacturer for handling charges,
               transportation, insurance, packaging and, if so required and
               not already provided for in the Final Contract Price of such
               Aircraft, for adjustment and calibration.

18.3.3         If (i) delivery of the Buyer Furnished Equipment is delayed
               by more than thirty (30) days after the date specified by
               the Manufacturer for the delivery of such Buyer Furnished
               Equipment or (ii) the Buyer Furnished Equipment required to
               obtain certification of the Aircraft in accordance with
               Subclause 2.3 hereof is not approved by the LBA, for A319
               Aircraft and A321 Aircraft, DGAC, for A320 Aircraft, or FAA
               within thirty (30) days after the date specified by the
               Manufacturer for the delivery of such Buyer Furnished
               Equipment, then, notwithstanding the terms of Subclause 2.3,
               the Seller will be entitled to deliver the affected Aircraft
               without installing the Buyer Furnished Equipment, but
               otherwise in full compliance with the terms, conditions and
               requirements of this Agreement (including, without
               limitation, Subclause 2.3) and all performance guarantees.
               Upon such delivery the Seller will be relieved of all
               obligations to install such Buyer Furnished Equipment.

18.3.4         If (i) the Buyer Furnished Equipment is delayed by more than
               thirty (30) days after the date specified by the
               Manufacturer for the delivery of such Buyer Furnished
               Equipment or (ii) the Buyer Furnished Equipment is not
               required for certification of the Aircraft and is not
               approved by the LBA, for A319 Aircraft and A321 Aircraft,
               DGAC, for A320 Aircraft, or FAA within thirty (30) days
               after the date specified by the Manufacturer for the
               delivery of such Buyer Furnished Equipment, then the Seller
               will be entitled to deliver the Aircraft with no obligation
               to install such Buyer Furnished Equipment. The Buyer may
               also elect to have the Aircraft so delivered, whereupon the
               Seller will be relieved of all obligations to install such
               Buyer Furnished Equipment.

18.4           Tax-Free Zones

               The Buyer will cause all Buyer Furnished Equipment to be
               delivered at its own expense to tax-free zones at the
               following addresses, unless the Seller notifies the Buyer
               otherwise in writing. Final destinations are specified in
               the Buyer Furnished Equipement delivery instructions.

               For A320 Aircraft, at:

               AEROSPATIALE, SOCIETE NATIONALE INDUSTRIELLE
               316, Route de Bayonne
               31300 TOULOUSE
               FRANCE

               For A319 Aircraft and A321 Aircraft, at:

               DAIMLER-BENZ AEROSPACE AIRBUS GmbH
               Division Hamburger Flugzeugbau
               Kreetslag 10
               21129 HAMBURG
               GERMANY

               The Seller represents and warrants that there are no taxes,
               duties, imposts or similar charges of any nature whatsoever
               in connection with the delivery of Buyer Furnished Equipment
               in the tax-free zones specified above (or subsequently by
               the Seller).

18.5           Risk of Loss

               Title to and risk of loss of Buyer Furnished Equipment will
               at all times remain with the Buyer. When Buyer Furnished
               Equipment is in the possession of the Seller, the Seller
               will have only such responsibility therefor as is chargeable
               by law to a bailee for hire, but will not be liable for loss
               of use.

18.6           Seller-Supplied Buyer Furnished Equipment

               If the Buyer requests the Seller to cause the Manufacturer
               to supply directly certain items that are considered Buyer
               Furnished Equipment pursuant to the Specifications, and if
               compliance with such request by the Seller and the
               Manufacturer in their judgment will not affect the delivery
               date of an Aircraft referred to in Clause 9, then the Seller
               will order such items subject to the execution of an SCN
               reflecting the effect on price and any other items and
               conditions of this Agreement. In such a case, the Seller
               will be entitled to the payment of a reasonable handling
               charge (with respect to Buyer Furnished Equipement not
               manufactured by the Manufacturer) and will bear no liability
               in respect of any delay caused and product support
               commitments assumed by the Vendor of such Buyer Furnished
               Equipment, provided that the Seller has exercised due
               diligence in procuring such Buyer Furnished Equipment. The
               provisions of Subclauses 18.2 and 18.3 will apply to Buyer
               Furnished Equipment covered under this Subclause 18.6 in the
               event of any delay in approval or delivery of such Buyer
               Furnished Equipment.

18.7           At the time of delivery of each Aircraft, the seller will,
               or will cause the Manufacturer to, ***.


19 -           ASSIGNMENT

19.1           Successors and Assigns

               Subject to the provisions of this Subclause 19.1, this
               Agreement will inure to the benefit of and be binding upon
               the successors and assigns of the parties hereto. This
               Agreement will not be assigned in whole or in part by either
               party without the prior written consent of the other party,
               such consent not to be unreasonably withheld.
               Notwithstanding anything herein to the contrary, the Seller
               may at any time, without the Buyer's consent, assign any of
               its rights to receive money, and any of its duties to effect
               sale and delivery of any Aircraft, or any of its
               responsibilities, duties or obligations to perform any other
               obligations hereunder to the Manufacturer, any of the
               Associated Contractors, ASC or any Affiliate of the Seller,
               the Manufacturer or of any Associated Contractor provided
               that (i) such assignment will not release or diminish the
               obligations and liabilities of the Seller hereunder or in
               respect of any Aircraft and (ii) such assignment does not
               increase the obligations, liabilities, risk, burden, costs
               or expenses of the Buyer hereunder.

19.2           Seller's Designations

               The Seller may at any time by notice to the Buyer designate
               particular facilities or particular personnel of the
               Manufacturer, ASC, any of the Associated Contractors or any
               Affiliate of the Manufacturer or any Associated Contractor
               at which or by whom the services to be performed under this
               Agreement will be performed provided that (i) such
               designation will not release or diminish the obligations and
               liabilities of the Seller hereunder or in respect of any
               Aircraft, and (ii) such designation does not increase the
               obligations, liabilities, risk, burden, costs or expenses of
               the Buyer hereunder. The Seller may also designate the
               Manufacturer, any Associated Contractor or any Affiliate of
               the Manufacturer or any Associated Contractor as the party
               responsible on behalf of the Seller for providing to the
               Buyer all or any of the services described in this Agreement
               provided that (i) such designation will not release or
               diminish the obligations and liabilities of the Seller
               hereunder or in respect of any Aircraft, and (ii) such
               designation does not increase the obligations, liabilities,
               risk, burden, costs or expenses of the Buyer hereunder.

19.3           Assignment in Case of Resale or Lease

               In the event of the resale or lease of any Aircraft,
               pursuant to a financing arrangement, by the Buyer before,
               upon, or after delivery thereof to the Buyer, the Buyer's
               rights with respect to such Aircraft under this Agreement,
               other than the Buyer's rights under Clauses 3, 14, 15, 16
               and 17 hereof and Letter Agreements hereto, other than
               Letter Agreement No. 1, may be assigned to the extent
               necessary to complete the financing on commercially
               reasonable terms. The Seller will consent to such assignment
               provided that, prior to such assignment, the Buyer furnishes
               to the Seller a true copy of such agreement with such
               purchaser or lessor, clearly stating that such purchaser or
               lessor acknowledges that it is bound by and will comply with
               all applicable terms, conditions and limitations of this
               Agreement.

19.4           Assignment in Case of ***

               The Buyer will have the right to assign the portions of the
               Agreement necessary to ***.

19.5           ***

19.6           ***


20 -           DATA RETRIEVAL

               On the Seller's reasonable request, the Buyer may provide
               the Seller with data customarily compiled by the Buyer and
               pertaining to the operation of the Aircraft, to assist the
               Seller in making an efficient and coordinated survey of all
               reliability, maintenance, operational and cost data with a
               view to improving the safety, availability and operational
               costs of the Aircraft.


21 -           TERMINATION FOR CERTAIN EVENTS

21.1           Seller's Termination Rights

21.1.1         Any of the following will be considered a material breach of
               the Buyer's obligations under this Agreement ("Material
               Breach"):

               (1)    The Buyer or any other party will commence any case,
                      proceeding or other action with respect to the Buyer
                      in any jurisdiction relating to bankruptcy,
                      insolvency, reorganization or relief from debtors or
                      seeking a reorganization, arrangement, winding-up,
                      liquidation, dissolution or other relief with respect
                      to its debts and such case, proceeding or action
                      remains undismissed or unstayed for more than ninety
                      (90) consecutive days.

               (2)    An action is commenced seeking the appointment of a
                      receiver, trustee, custodian or other similar
                      official for the Buyer for all or substantially all
                      of its assets and such action remains undismissed or
                      unstayed for more than ninety (90) consecutive days,
                      or the Buyer makes a general assignment for the
                      benefit of its creditors.

               (3)    An action is commenced against the Buyer seeking
                      issuance of a warrant of attachment, execution,
                      distraint or similar process against all or any
                      substantial part of its assets and such action
                      remains undismissed or unstayed for more than ninety
                      (90) consecutive days.

               (4)    The Buyer generally admits in writing that it is
                      unable to pay its debts as they come due.

               (5)    There is a voluntary liquidation, winding up or
                      analogous event with respect to the Buyer.

               (6)    The Buyer is in default on its obligation to make any
                      Predelivery Payment pursuant to Subclause 6.2 of this
                      Agreement and ***.
 .
               (7)    The Buyer defaults on any payment obligation relating
                      to any Aircraft and such default is not cured within
                      the applicable grace periods, with respect to
                      ***.

               (8)    The Buyer is in default for more than thirty (30)
                      consecutive days in its obligation to take delivery
                      of an Aircraft as provided in Subclause 9.3 of this
                      Agreement, subject to the provisions of Subclause
                      22.3.4.

21.1.2         In the event of any Material Breach by the Buyer, the Seller
               will at its option by written notice to the Buyer have the
               right to resort to any remedy provided herein or under
               applicable law, including, without limitation, the right by
               written notice, effective immediately, to (i) suspend its
               performance with respect to undelivered Aircraft under the
               Agreement, (ii) reschedule the delivery dates for Aircraft
               or for other goods and services to be provided with respect
               to undelivered Aircraft, (iii) terminate this Agreement with
               respect to any or all undelivered Aircraft, and to any or
               all services, data and other items with respect to
               undelivered Aircraft on the effective date of such
               termination and (iv) retain, as part of the damages for
               breach and not as a penalty, an amount equal to all
               Predelivery Payments and all other payments made theretofore
               under this Agreement.

21.2           ***

21.2.1         ***

21.2.2         ***


22 -           MISCELLANEOUS PROVISIONS

22.1           Notices

               All notices and requests required or authorized hereunder
               will be given in writing either by personal delivery to a
               responsible officer of the party to whom the same is given
               or by commercial express courier, facsimile or other
               mutually agreeable electronic transmission at the addresses
               and numbers set forth below. The date upon which any such
               notice or request is so personally delivered, or if such
               notice or request is given by commercial express courier,
               facsimile or other electronic transmission, the date upon
               which sent, will be deemed to be the effective date of
               receipt of such notice or request.

               The Seller will be addressed at:

                      2, rond-point Maurice Bellonte
                      31700 BLAGNAC   FRANCE
                      Attention:  Director - Contracts
                      Telephone: (33) 5 61 30 40 12
                      Fax: (33) 5 61 30 40 11
                      Telex:  AVSA 521155F

               The Buyer will be addressed at:

                      2345 Crystal Drive
                      Arlington, VA 22227
                      Attention:  Treasurer
                      Telephone: 703-872-5918
                      Fax: 703-872-5936

                      with a copy to the attention of the Buyer's Office of
                      the General Counsel at the same address:

                      Attention:  Aircraft Counsel
                      Fax: 703-872-5252

               From time to time, the party receiving the notice or request
               may designate another address or another person.

22.2           Waiver

               The failure of either party to enforce at any time any of
               the provisions of this Agreement, to exercise any right
               herein provided or to require at any time performance by the
               other party of any of the provisions hereof will in no way
               be construed to be a present or future waiver of such
               provisions nor in any way to affect the validity of this
               Agreement or any part hereof or the right of the other party
               thereafter to enforce each and every such provision. The
               express waiver by either party of any provision, condition
               or requirement of this Agreement will not constitute a
               waiver of any future obligation to comply with such
               provision, condition or requirement.

22.3           INTERPRETATION AND LAW; SUBMISSION TO JURISDICTION; WAIVER
               OF IMMUNITY; DISPUTE RESOLUTION

22.3.1         INTERPRETATION AND LAW

               THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE
               PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH
               THE LAWS OF THE STATE OF NEW YORK.

               THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS
               CONVENTION ON THE INTERNATIONAL SALE OF GOODS WILL NOT
               APPLY TO THIS TRANSACTION.

22.3.2         SUBMISSION TO JURISDICTION

               EACH OF THE BUYER AND THE SELLER IRREVOCABLY AGREES THAT ANY
               LEGAL ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT MAY
               BE BROUGHT AND DETERMINED IN THE SUPREME COURT OF THE STATE
               OF NEW YORK, NEW YORK COUNTY, IN THE GENERAL DISTRICT COURTS
               OF FAIRFAX COUNTY OR ARLINGTON COUNTY, VIRGINIA, OR IN THE
               UNITED STATES DISTRICT COURTS FOR THE SOUTHERN DISTRICT OF
               NEW YORK, OR THE EASTERN DISTRICT OF VIRGINIA AND
               IRREVOCABLY ACCEPTS WITH REGARD TO ANY SUCH ACTION OR
               PROCEEDING THE NONEXCLUSIVE JURISDICTION OF THOSE COURTS.

               The Seller hereby irrevocably designates CT Corporation, New
               York City offices, to receive for and on its behalf service
               of process in any proceeding with respect to any matter as
               to which it submits to jurisdiction as set forth above, it
               being agreed that service upon CT Corporation will
               constitute valid service upon the Seller in any legal action
               or proceeding with respect to this Agreement.

22.3.3         Waiver of Immunity

               The Seller irrevocably waives the benefit of Articles 14 and
               15 of the French Civil Code, for the purpose of this
               Agreement. The Seller hereby irrevocably waives, and agrees
               not to assert, the defense of sovereign immunity, and, to
               the extent permitted by law, the defense that the action or
               proceeding is brought in an inconvenient forum, that the
               venue of the action or proceeding is improper, or that this
               Agreement may not be enforced in or by such courts.

22.3.4         Dispute Resolution

               ***

22.4           Confidentiality

               Subject to any legal or governmental requirements of
               disclosure, the parties (which for this purpose will include
               their employees, agents and advisors) will maintain the
               terms and conditions of this Agreement, any reports or other
               data furnished, and other documents furnished by the Seller
               hereunder strictly confidential. Without limiting the
               generality of the foregoing, each party will use its best
               efforts to limit the disclosure of the contents of this
               Agreement to the extent legally permissible in any filing
               required to be made by it with any governmental agency and
               will make such applications as will be necessary to
               implement the foregoing. With respect to any public
               disclosure or filing, the disclosing party agrees to submit
               to the other party a copy of the proposed document to be
               filed or disclosed and will give the other party a
               reasonable period of time in which to review the said
               document. The Buyer and the Seller will consult with each
               other prior to the making of any public disclosure or
               filing, permitted hereunder, of this Agreement or the terms
               and conditions thereof. The provisions of this Subclause
               22.4 will survive any termination of this Agreement.

22.5           Severability

               In the event that any provision of this Agreement should for
               any reason be held to be without effect, the remainder of
               this Agreement will remain in full force and effect. To the
               extent permitted by applicable law, each party hereto hereby
               waives any provision of law which renders any provision of
               this Agreement prohibited or unenforceable in any respect.

22.6           Alterations to Contract

               This Agreement, including its Exhibits, Appendixes and
               Letter Agreements, contains the entire agreement between the
               parties with respect to the subject matter hereof and
               thereof and supersedes any previous understanding,
               commitments or representations whatsoever, whether oral or
               written (including, without limitation, that certain AVSA
               Term Sheet dated November 5, 1996 (Reference AVSA 5183.8),
               between the Seller and the Buyer and all letter agreements
               ancillary thereto). This Agreement will not be varied except
               by an instrument in writing of even date herewith or
               subsequent hereto executed by both parties or by their fully
               authorized representatives.

22.7           Inconsistencies

               In the event of any inconsistency between the terms of this
               Agreement and the terms contained in either (i) the
               Specifications, or (ii) any other Exhibit or Letter
               Agreement attached to this Agreement, in each such case the
               terms of such Specifications, Exhibit or Letter Agreement
               will prevail over the terms of this Agreement. For the
               purpose of this Subclause 22.7, the term Agreement will not
               include the Specifications or any other Exhibit or Letter
               Agreement hereto.

22.8           Language

               All correspondence, documents and any other written matters
               in connection with this Agreement will be in English.

22.9           Headings

               All headings in this Agreement are for convenience of
               reference only and do not constitute a part of this
               Agreement.

22.10          Counterparts

               This Agreement may be executed by the parties hereto in
               separate counterparts, each of which when so executed and
               delivered will be an original, but all such counterparts
               will together constitute but one and the same instrument.

IN WITNESS WHEREOF, these presents were entered into as of the day and year
first above written.


AVSA, S.A.R.L.




By:   /s/ Christophe Mourey
      -------------------------

Title: Chief Executive Officer



                                            US Airways Group, Inc.




                                            By:  /s/ Thomas A. Fink
                                                ---------------------
                                            Title: Treasurer



                            CONSENT AND GUARANTY

               Airbus Industrie, G.I.E., established under "Ordonnance" No.
67-821 dated September 23, 1967, of the Republic of France (the
"Guarantor"), hereby acknowledges notice of and consents to all of the
terms of the Airbus A319/A320/A321 Purchase Agreement dated as of October
31, 1997 (as amended, modified, or supplemented from time to time, the
"Agreement"), between AVSA, S.A.R.L. (the "Seller"), and US Airways Group,
Inc. (the "Buyer"), including, without limitation, the assignments of the
Seller's rights under its agreements with the Guarantor, contained in
Clauses 12 and 13, Letter Agreements Nos. 1, 8A, 8B, 8C, 9, 10, 12 and 13
of such Agreement, and hereby irrevocably and unconditionally guarantees
the due and punctual payment and performance by the Seller of all of the
latter's liabilities and obligations as set forth in the said Agreement
subject to the terms and limitations therein contained. The Guarantor
hereby agrees that its obligations hereunder will be unconditional and
absolute and, without limiting the generality of the foregoing, will not be
released, discharged or otherwise affected by (i) any modification or
amendment of or supplement to said Agreement (other than release, discharge
or waiver of this guarantee hereunder) or (ii) any assignment of said
Agreement or of any rights or obligations thereunder made in accordance
with Clause 19 thereof. The Guarantor further agrees that it will execute
and deliver such other and further instruments as may be reasonably
requested by the Buyer (as such term is defined in the said Agreement), its
successors or assigns to reaffirm its obligations hereunder. This Consent
and Guaranty constitutes a guaranty of performance and of payment, and the
Guarantor agrees that, in case of default by the Seller, the Buyer will not
be required to file suit against the Seller as a condition to enforcement
of this Consent and Guaranty.

               The Guarantor irrevocably agrees that any legal action or
proceeding against the Guarantor with respect to this Consent and Guaranty
may be brought and determined in the Supreme Court of the State of New
York, New York County, in the General District Courts of Fairfax County or
Arlington County, Virginia, in the United States District Courts for the
Southern District of New York or the Eastern District of Virginia, or in
the commercial Court ("Tribunal de Commerce") of Toulouse, France, and
irrevocably accepts with regard to any such action or proceeding the
nonexclusive jurisdiction of those courts. The Guarantor irrevocably waives
the benefit of Articles 14 and 15 of the French Civil Code. The Guarantor
hereby irrevocably waives, and agrees not to assert, the defense of
sovereign immunity, and, to the extent permitted by law, the defense that
the action or proceeding is brought in an inconvenient forum, that the
venue of the action or proceeding is improper, or that this Consent and
Guaranty may not be enforced in or by such courts. However, the preceding
sentence will not be construed as a waiver of any requirement of service of
process. The Guarantor hereby irrevocably designates CT Corporation as the
Guarantor's agent to receive service of process in any legal action or
proceeding with respect to this Consent and Guaranty.

               THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND
THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.


                                        Airbus Industrie, G.I.E.,


                                        By:  /s/  Jean Pierson
                                             ------------------------
                                        Title:  Managing Director





                                                              EXHIBIT "A-1"



               The A319 Standard Specification is contained in a separate
folder.




                                                              EXHIBIT "A-2"



               The A320 Standard Specification is contained in a separate
folder.




                                                              EXHIBIT "A-3"




               The A321 Standard Specification is contained in a separate
folder.



                                                                EXHIBIT "B"





               Change Orders to Standard Specification (SCNs)


<TABLE>
<CAPTION>


                                                                                   EXHIBIT "B"
                                         US AIRWAYS TECHNICAL APPENDIX


  EPAC-TDU                    TITLE                     VENDOR       BFE      notes     A320    A319     A321       COMMENTS
==============================================================================================================================


<S>           <C>                                       <C>         <C>       <C>       <C>      <C>     <C>       <C>
02-10-111-01   FAA certification                                                         ***     ***       ***

03-20-220-02   MTOW Increase to 77T -A320 / 75.5T -
               A319 / 89T - A321                                                         ***     ***       ***

09-10-104-02   737 Tow bar fitting                                                       ***     ***       ***

21-28-110-03   Ventilation system aft cargo compt                                  1     ***     ***       ***

21-27-107-02   Avionics Ventilation fan alternate          CHOICE                        ***     ***       ***

21-27-108-01   Avionics ventilation filter alternate       CHOICE                        ***     ***       ***

21-20-108-01   Cabin Recirc filter alternate               CHOICE                        ***     ***       ***

21-43-104-0X   Installation of heating system for                                                                 Liebherr or
               after cargo compt.                          CHOICE                        ***     ***       ***    Hamilton Std

22-70-122-01   FMS / ACARS broadcast/ Extended FMS
               /ACARS                                                                    ***     ***       ***

22-70-106-01   Automatic erasing of flight planning
               data after landing                                                        ***     ***       ***

22-70-113-02   Time constraint / 10 characters                                     2     ***     ***       ***

22-70-121-01   FMS cross loading                                                   2     ***     ***       ***

22-70-101-04   FMS Data base memory extension                                      2     ***     ***       ***

22-70-150-XX   New standard for FMS                        CHOICE                * 2     ***                      Honeywell or
                                                                                                                  Smiths

73-20-107-XX   Selectable derate via the MCDU                                    * 3     ***                      study item for
                                                                                                                  new FMS

23-12-147-06   Third VHF system installation               CHOICE                        ***     ***       ***

23-11-111-01   Full provisions for Dual HF                                               ***     ***       ***

46-21-100-02   Provisions for Air Traffic Services Unit
               (ATSU) for ACARS                                                          ***     ***       ***

46-21-200-01   Installation of Air Traffic Services
               Unit (ATSU) for ACARS                                                     ***     ***       ***

46-21-201-01   ATSU Data loading capability for ACARS                   BFE              ***     ***       ***    acars software

23-70-101-01   CVR hot mike capability                                                   ***     ***       ***

23-13-101-01   Installation of 3rd RMP                                                   ***     ***       ***

23-71-103-XX   Installation of Cockpit Voice Recorder      CHOICE                        ***     ***       ***    charge for 2hr
                                                                                                                  unit only

23-51-136-16   Installation of Alternate Boomsets          CHOICE                        ***     ***       ***    Single jack
                                                                                                                  plug

25-11-101-01   3rd occupant seat armrest in cockpit                                      ***     ***       ***

25-11-117-02   Pilots seat headrests                                                     ***     ***       ***

25-11-108-01   Installation of 4th Occupant seat                                         ***     ***       ***

25-20-182-01   Cargo floor panels for heavy usage                                        ***     ***       ***

25-50-40x-01   syst/struct provisions for ACE cargo
               loading system                                                      6     ***     ***       ***

25-50-4xx-01   Installation of ACE cargo loading
               system (SFE)                                                        6     ***     ***       ***

26-16-102-01   dual loop smoke detection system aft
               cargo compartment                                                         ***     ***

26-16-103-01   dual loop smoke detection system fwd
               cargo compartment                                                         ***     ***      ***

26-23-103-01   Fire extinguisher system for fwd and aft
               cargo compartments                                                        ***     ***      ***


27-00-113-02   Installation of A319 SFCC on A320                                         ***     ***       ***

27-92-101-02   Simultaneous sidestick indication
               (aural/visual)                                                            ***     ***       ***


29-10-110-01   ABEX alt vendor EDPs                                                      ***     ***       ***

29-21-104-01   ABEX alt vendor EHPs                                                      ***     ***       ***

29-22-101-01   Installation of Sundstrand RAT on A320                                    ***     ***       ***

30-70-108-01   Cold weather package installation                                         ***     ***       ***    Latest Standard

30-11-104-01   Grimes alt vendor WAI valve                                               ***     ***       ***

31-00-107-01   Use of US units rather than metric

31-14-103-01   Overhead toggle panel switch
               reorientation                                                       *     ***     ***       ***

31-36-101-XX   Installation of DMU (AIDS) inc PCMCIA
               card                                                                      ***     ***       ***    $50,660 w/0
                                                                                                                  pmcia card

31-64-100-01   Installation of single cue V-Bar flight
               director                                                            *     ***     ***       ***

31-33-200-XX   Installation of SSFDR                       CHOICE                        ***     ***       ***

32-11-104-01   Installation of Radial Tyres 46x17 R20                                    ***     ***       ***

32-48-103-02   Installation of Brake cooling fans                                        ***     ***       ***

32-48-xxx-xx   Installation of automatic brake cooling
               fans                                                                4     ***

33-xx-xxx-xx   NO LAPTOP signs in place of illuminated
               NO SMOKING signs                                                  * 4     ***

34-10-116-01   ADIRS equipment 4MCU                       CHOICE                         ***     ***       ***

34-20-202-01   Standby instruments on LCD display                                        ***     ***       ***

34-43-127-25   Installation TCAS II                       CHOICE       BFE               ***     ***       ***     plus @
                                                                                                                   $100,000 BFE

34-43-129-02   TCAS display option                                                       ***     ***       ***

34-52-143-02   ATC transponders  Arinc 900                CHOICE                         ***     ***       ***

34-55-102-01   VOR/Marker alternate vendor                CHOICE                         ***     ***       ***

34-42-101-01   Radio altimeter alternate vendor           CHOICE                         ***     ***       ***

34-42-117-01   Radio altitude automatic call outs                                        ***     ***       ***    To be defined

34-42-XXX-01   Weather radar specific Control panel       CHOICE                         ***     ***       ***    Dual sweep/gain

34-42-XXX-02   Single weather radar and windshear
               prediction                                 CHOICE                         ***     ***       ***

34-51-101-08   DME interrogator Arinc 900                 CHOICE                         ***     ***       ***

34-52-XXX-01   System provisions for EGPWS

34-52-XXX-01   Installation of Enhanced GPWS                                             ***     ***       ***

34-XX-XXX-01   System provisions for Multi Mode
               Receiver (Replaces ILS
               and GPS)                                                          1       ***     ***      ***

34-XX-XXX-02   Installation of a  Multi Mode Receiver
               (Replaces ILS and
               GPS)                                        CHOICE                        ***     ***       ***

35-11-101-02   Flight crew O2 bottle 115 cuft steel                                      ***     ***       ***

35-31-XXX-01   Installation of four oxygen masks per PSU                                 ***     ***       ***

49-00-105-01   Installation of APU                         CHOICE                        ***     ***       ***    APIC OR ALLIED


51-20-10X-XX   Exterior paint process                      CHOICE                        ***     ***       ***    low voc
                                                                                                                  Courtalds or
                                                                                                                  AKZO


02-40-101-01   Exterior livery                                                           ***     ***       ***    D112-11135 /
                                                                                                                  D111-77111

02-40-101-XX   Aditional exterior markings                                               ***     ***       ***    USA to advise

52-33-203-01   Bulk cargo door deletion                                                  ***     ***       ***

56-10-102-05   Cockpit windows (PPG)                       CHOICE                        ***     ***       ***

72-00-112-XX   Engine selection for CFM 56-5Bxx                                          ***     ***       ***    See Purchase
                                                                                                                  Agreement

77-32-100-01   Installation of ENDEVCO engine vibration
               monitoring unit
               (EVMU)                                                              5     ***

79-00-101-01   ESSO 2380 engine and APU oil                                              ***     ***       ***

79-40-101-XX   IDG oil level viewing port                                                ***     ***       ***

23-32-011-XX   Install. pre-recorded announc. &
               boarding music                                           BFE              ***     ***       ***

23-32-010-XX   System provisions and installation for
               pax audio entertainment                     CHOICE       BFE              ***     ***       ***

23-36-010-XX   Provisions and Installation of video
               with PSU mounted
               screens, -VCC in fwd stowage                CHOICE       BFE              ***     ***       ***

23-36-020-0X   Video (PA) in use light in flight
               compartment                                                               ***     ***       ***

23-73-000-10   CIDS - Common director on A320                                            ***     ***       ***

23-73-002-22   CIDS - Common handsets on A320                                            ***     ***       ***

23-73-000-20   CIDS-Common lighting panel on A320                                        ***     ***       ***

23-73-001-10   2-zone passenger address                                                  ***     ***       ***

23-73-001-20   PA priority for first attendant                                           ***     ***       ***

23-73-002-30   Conference call between all cabin
               attendants and flight
               compartment                                                               ***     ***       ***

23-73-002-31   Cabin interphone Monitoring via Flight
               compartment                                                               ***     ***       ***

23-73-002-61   Installation of an all cabin attendants
               call push button in the
               flt compartment                                                           ***     ***       ***

23-73-003-10   2 zone passenger to cabin attendant call                                  ***     ***       ***

23-73-003-40   Passenger call indication on attendant
               indication panels                                                         ***     ***       ***

23-73-005-10   2 zone cabin illum. cntl from the fwd
               attendant panel and the
               attendant panel aft                                                       ***     ***       ***

23-73-006-21   EVAC signal via all cabin attendant and
               passenger compt loudspeakers                                              ***     ***       ***

23-73-007-10   Lav. smoke warning tone via cabin
               attendant station loudspeakers only                                       ***     ***       ***

23-73-009-10   Slides ARMED and doors CLOSED indication
               at fwd attendant station                                                  ***     ***       ***

23-53-102-01   Cabin ready for takeoff indication from
               the fwd attendant station (ECAM solution)                                 ***     ***       ***
   Emerg.
   Equip.      Emergency Equipment installation            CHOICE       BFE              ***     ***       ***
               Cabin interior colour spec

 25-28-100     Alternate non-textile floor covering
               (Taraflex) - BFE                            CHOICE       BFE              ***     ***       ***

               Inst of BFE NTF in Lavs                                  BFE

               Textile covered dado panels                              BFE

               Textile covered Bulkheads                                BFE

               Tedlar covering for OHSC doors

               C/A seats with leather covering                          BFE

   Global
  cabinXX      Cabin layout - one or two class.            CHOICE       BFE              ***     ***       ***

 25-22-300     Wall-mounted single C/A seat for inst.
               in front of fwd door
               and in aft door area                                                      ***     ***       ***

 25-22-500     Swivel C/A seat in place of basic single
               C/A                                                                       ***     ***       ***

 25-31-010     Transversal galley location in front of
               fwd door RH - GI                            CHOICE       BFE              ***     ***       ***

 25-33-050     Transversal galley location of aft door
               - GV                                        CHOICE       BFE              ***     ***       ***

 25-24-100     Lockable door for OHSC                                                    ***     ***       ***

 25-27-112     Standard literature pocket (SFE)  -  4
               additional pockets                                                        ***     ***       ***

 25-40-540     Additional handles for handicapped pax.
               - 3 Lavs                                                                  ***     ***       ***

                                                                                         ***     ***       ***    total see notes


25-52-100-XX   Inst. of slide rafts at fwd and aft door
               (Overwater option on
               selected aircraft only)                                                   ***     ***       ***    Selected
                                                                                                                  aircraft

   NOTES       Total does not include, Slideraft
               installation,  Selectable
               derate via the MCDU, installation of
               Endevco EVMU installation/provisions
               for ace cargo loading sytem.

          1)   These items offered free of charge as
               per the termsheet app 2 and 3

          2)   NEW STANDARD FMS includes ten
               charactures, X Loading and extended
               data base memory. This is offered at
               a price of Scheduled availability of new
               std FMS is end 1998(Honeywell & mid
               1999 for Sextant) AVSA price for                                           ***     ***       ***
               retrofit of New FMS will not exeed the
               production price. This will cover any
               updates required to peripheral
               computers but the actual FMS/MCDUs will
               be the responsibility of the selected vendor.

          3)   Selectable derates will be part of the
               new STD FMS the option price will be                               *       ***     ***       ***

          4)   Automatic brake cooling fans and NO
               LAPTOP SIGNS are still under study
               price TBD

          5)   The leadtime for Endevco will be 18 to
               24 months from SCN acceptance at a price of                                ***

          6)   The price for the system provisions for
               ACE cargo loading systems is as follows                                    ***     ***       ***

               The price for the Installation of the
               ACE cargo loading systems SFE will be:                                     ***     ***       ***     Requires
                                                                                                                    prior AC
                                                                                                                    of provisions

          *)  For the marked items AVSA assures that
              the option price for USA will be equal
              or less than any other Airbus
              operator. This condition will also apply
              to GPS Sole means of navigation, DGPS,
              and Primary LCD displays when
              available. All prices are in jan 96
              delivery conditions.

</TABLE>



                                                                EXHIBIT "C"





                     AVSA                       SCN No.
          SPECIFICATION CHANGE NOTICE           Issue
                     (SCN)                      Dated
                                                Page No.

TITLE



DESCRIPTION




EFFECT ON WEIGHT
Manufacturer's Weight Empty Change:

Operational Weight Empty Change:

Allowable Payload Change:


REMARKS/REFERENCES
Response to RFC


SPECIFICATION CHANGED BY THIS SCN




THIS SCN REQUIRES PRIOR OR CONCURRENT ACCEPTANCE OF THE FOLLOWING SCN(s)




PRICE PER AIRCRAFT

US DOLLARS:    Base Year:_____________              Current Year: ___________


AT DELIVERY CONDITIONS:  _____________              _______________

This change will be effective on __________________  Aircraft No. ___________

and subsequent provided approval is received by _______________________.


BUYER APPROVAL                                     SELLER APPROVAL


By:                                                By:

Title: (Authorized finance department officer)     Date:


By:

Title:  (Authorized maintenance or flight operations officer)

Date:


                     AVSA                       SCN No.
          SPECIFICATION CHANGE NOTICE           Issue
                     (SCN)                      Dated
                                                Page No.

After contractual agreement with respect to weight, performance, delivery,
etc., the indicated part of the specification wording will read as follows:



                     AVSA                       SCN No.
          SPECIFICATION CHANGE NOTICE           Issue
                     (SCN)                      Dated
                                                Page No.

SCOPE OF CHANGE (FOR INFORMATION ONLY)





                                                                EXHIBIT "D"


                         SELLER SERVICE LIFE POLICY


1.         The Items of primary and auxiliary structure described hereunder
           are covered by the Service Life Policy described in Subclause
           12.2 of the Agreement.

2.         WINGS - CENTER AND OUTER WING BOX

2.1        Spars, Spar Webs, Chords and Stiffeners

2.2        Ribs Inside the Wing Box

2.3        Upper and Lower Panels of the Wing Box

2.4        Fittings

2.4.1      Attachment fittings for the flap structure

2.4.2      Attachment fittings for the engine pylons and engine mounts

2.4.3      Attachment fittings and support structure for the main landing gear

2.4.4      Attachment fittings for the center wing box

2.4.5      Wing-to-body structural attachments

2.5        Auxiliary Support Structure

2.5.1      For the slats:

2.5.1.1    Ribs supporting the track rollers on wing box structure

2.5.1.2    Ribs supporting the actuators on wing box structure

2.5.2      For the ailerons:

2.5.2.1    Hinge brackets and ribs on wing box rear spar or shroud box

2.5.2.2    Actuator fittings/support stays on wing box rear spar or shroud box

2.5.3      For airbrakes, spoilers, lift dumpers:

2.5.3.1    Hinge brackets and ribs on wing box rear spar or shroud box

2.5.3.2    Actuator fittings on wing box rear spar or shroud box

2.5.3.3    Trailing edge support structure

2.6        Engine pylons

3.         FUSELAGE

3.1        Fuselage Structure

3.1.1      Fore and aft bulkheads

3.1.2      Pressurized floors and bulkheads surrounding/including the main
           and nose gear wheel well and center wing box

3.1.3      Skins with doublers, stringers/longitudinal stringers and frames
           from the forward pressure bulkheads to the frame supporting the
           rear attachment of horizontal stabilizer

3.1.4      Window and windscreen attachment structure but excluding
           transparencies

3.1.5      Escape hatches

3.1.6      Passenger and cargo doors internal structure and fixed attachment

3.1.7      Sills excluding scuff plates and upper beams surrounding
           passenger and cargo door apertures

3.1.8      Cockpit floor structure and passenger cabin floor beams
           excluding floor panels and seat rails

3.1.9      Keel beam structure




3.2        Fittings

3.2.1      Landing gear attachment fittings

3.2.2      Support structure and attachment fittings for the vertical and
           horizontal stabilizers

4.         STABILIZERS

4.1        Horizontal Stabilizer Main Structural Box

4.1.1      Spars, chords, webs and stiffeners

4.1.2      Ribs

4.1.3      Upper and lower skins and stringers

4.1.4      Attachment fittings to fuselage and trim screw actuator

4.1.5      Elevator support structure

4.1.5.1    Hinge bracket

4.1.5.2    Servocontrol attachment brackets

4.2        Vertical Stabilizer Main Structural Box

4.2.1      Spars, chords, webs and stiffeners

4.2.2      Ribs

4.2.3      Skins and stringers

4.2.4      Attachment fittings to fuselage

4.2.5      Rudder support structure

4.2.5.1    Hinge brackets

4.2.5.2    Servocontrol attachment brackets

5.         Bearing and roller assemblies, bearing surfaces, bushings,
           bolts, rivets, access and inspection doors, including manhole
           doors, latching mechanisms, all system components, commercial
           interior parts, insulation and related installation and
           connecting devices are excluded from this Seller Service Life
           Policy.



                                                                EXHIBIT "E"




                         CERTIFICATE OF ACCEPTANCE


In accordance with the terms of that certain Airbus A319/A320/A321 Purchase
Agreement (the "Purchase Agreement") dated as of ________, 19___ between
AVSA, S.A.R.L. ("AVSA") and US Airways Group, Inc. (the "Buyer"), the
acceptance inspection relating to the AIRBUS [A319] [A320] [A321] aircraft
(the "Aircraft"), manufacturer's serial no. ___, FAA Registration No:
__________, with ____ (__) series propulsion systems installed thereon,
serial nos. _____ (position #1), and _____ (position #2) has taken place at
[Toulouse, France,] [Hamburg, Germany,] on the ____ day of _________, ____.

In view of said inspection having been carried out with satisfactory
results, the Buyer hereby accepts delivery of the Aircraft as being in
conformity with the provisions of the Purchase Agreement.

This acceptance will not impair the rights of the Buyer that derive from
the warranties and patent indemnities relating to the Aircraft set forth in
the Purchase Agreement.

The Buyer specifically recognizes that it has waived any right it may have
at law or otherwise to revoke this acceptance of the Aircraft.

                                            RECEIPT AND ACCEPTANCE OF THE
                                            ABOVE-DESCRIBED AIRCRAFT
                                            ACKNOWLEDGED


                                            US Airways Group, Inc.



                                            By: ___________________________



                                            Title: _________________________




                                                                EXHIBIT "F"




                           TECHNICAL PUBLICATIONS

                                  GENERAL

           This Exhibit F lists the form, type, quantity and delivery dates
           for the Technical Publications to be provided to the Buyer
           pursuant to Clause 14 of the Agreement.

           The Technical Publications are published in accordance with ATA
           Specification 100 revision 23, with the exception of certain
           Component Maintenance Manuals, which may be written to an ATA
           Specification 100 revision other than revision 23.

           The designation "C" after the title of a Technical Publication
           indicates that such Technical Publication may be customized.


1.         ENGINEERING DOCUMENTS

1.1        Installation and Assembly Drawings (IAD)--C

           The IAD will be delivered according to the Buyer's standard for
           the major Assembly and Installation drawings, including detail
           drawings.

1.2        Drawing Number Index (DNI)--C

           The DNI lists applicable drawings of the Aircraft delivered
           under the Agreement.

1.3        Process and Material Specification (PMS)

           The PMS contains data related to manufacturing processes,
           material identification and treatments used in the construction
           and assembly of the Aircraft.

1.4        Standards Manual (SM)

           The SM contains data about Seller approved standards and
           includes cross reference lists. The SM will include US
           standards/equivalents for all hardware clamps, O-rings,
           bearings, fasteners, sealants, adhesive and compounds, raw
           materials, processes and procedures.

2.         MAINTENANCE AND ASSOCIATED MANUALS

2.1        APU Build-up Manual (ABM)

           The ABM follows the format adopted for the Power Plant Build-up
           Manual.

2.2        Aircraft Maintenance Manual (AMM)--C

           The component location section of the AMM will show those
           components detailed in the AMM maintenance procedures. The
           trouble shooting part is covered in Subparagraph 2.21 below.

           *Aircraft Maintenance Manual Chapter 05 Time Limits (Service
           Life Limits) and Maintenance Checks are only delivered in hard
           copies.



2.3        Aircraft Schematics Manual (ASM)--C

           The ASM is part of the Wiring Manual. Supplied as a separate
           manual for schematics.

2.4        Aircraft Wiring Manual (AWM)--C

           The AWM is part of the Wiring Manual. Supplied as a separate
           manual for wirings.

2.5        Aircraft Wiring Lists (AWL)--C

           The AWL is part of the Wiring Manual. Supplied as a separate
           document for lists. The AWL includes wire terminations,
           connector, terminal, strip locations, wire routings, and
           clamping diagrams.

2.6        Consumable Material List (CML)

           The CML details the characteristics and gives procurement
           sources of consumable materials such as grease, oil, etc.

2.7        Duct Repair Manual (DRM)

           The DRM contains all the data necessary to locate, identify,
           repair and/or replace sub-assemblies of metallic ducts. It also
           includes details of tests necessary after repair.

2.8        Fuel Pipe Repair Manual (FPRM)

           The FPRM provides workshop repair procedures and data for
           specific fuel pipes, after removal from any aircraft of the
           Manufacturer of the type of the Aircraft.

2.9        Illustrated Parts Catalog (IPC)--C

           The IPC identifies and illustrates all line replaceable parts
           and units of the aircraft, excluding the power plant parts.

2.10       Illustrated Parts Catalog (power plant) (PPIPC)--C

           The PPIPC covers line replaceable parts and units of the power
           plant, provided by the Propulsion Systems manufacturer.


2.11       Illustrated Tool and Equipment Manual (TEM)

           The TEM provides information on Ground Equipment and Tools
           listed in the Seller's Aircraft Maintenance Manual.

2.12       Maintenance Facility Planning (MFP)

           The MFP provides information that will assist airline personnel
           concerned with long term planning of ramp or terminal
           operations, Aircraft maintenance on the ramp and in the hangar,
           overhaul and testing of structure and system components.

2.13       Maintenance Planning Document (MPD)

           The MPD provides maintenance data necessary to plan and conduct
           Aircraft maintenance checks and inspections.

2.14       Power Plant Build-up Manual (PPBM)

           The PPBM provides instructions for the installation of a quick
           engine change kit on a bare engine.

2.15       Support Equipment Summary (SES)

           The SES lists support equipment recommended by the Seller, the
           Propulsion Systems manufacturer and Vendors.

2.16       Time Limits and Maintenance Checks/Service Limits and
           Maintenance Checks (TLMC\SLMC)

           The TLMC\SLMC document provides the Manufacturer's recommended
           scheduled time limits for inspections and maintenance checks.

2.17       Tool\Equipment Drawings (TED)

           TED's will be supplied in the form of aperture cards for the
           Seller and, when available, Vendor maintenance tools.

2.18       Tool and Equipment Drawing Index (TEI)

           The TEI is an alpha-numeric listing of the TED's.

2.19       Tool and Equipment Bulletin (TEB)

           The TEB provides advance information related to tools and test
           equipment development.

2.20       Trouble Shooting Manual (TSM)--C

           The TSM complements the CFDS and provides trouble-shooting data
           in the following three levels:

           Level 1 -  Aimed at line use. Fault isolation guidance for
                      systems or parts of systems monitored mainly by CFDS.
                      Also guidance for systems not monitored by CFDS.

           Level 2 -  Aimed at hangar use. Fault isolation guidance for
                      non-CFDS monitored systems in the form of functional
                      block diagrams, charts and tables.

           Level 3 -  Aimed at engineering use. List of CFDS messages
                      and decoding of trouble shooting data (decoding of
                      coded messages provided by the CFDS). Level 3 is
                      supplied on floppy disk.

3.         MISCELLANEOUS DOCUMENTATION

3.1        Airplane Characteristics for Airport Planning (AC)

           The AC will be in general accordance with Specification NAS
           3601.

3.2        Aircraft Recovery Manual (ARM)

           The ARM provides the following planning information: preparing
           and moving a disabled aircraft that may be obstructing airport
           traffic.

3.3        Cargo Loading System Manual (CLS)

           The CLS details handling procedures for the Cargo Loading
           System.

3.4        Crash Crew Chart (CCC)

           The CCC provides information concerning access to the Aircraft
           interior, location of safety equipment, hazardous liquids, etc.

3.5        Guidelines for Customer Originated Changes (GCOC)

           The GCOC provides production and presentation rules for the data
           covering Buyer originated changes on the Aircraft to be
           incorporated by the Seller in the Technical Publications as per
           Subclause 14.11 of the Agreement.

3.6        List of Radioactive and Hazardous Elements (LRE)

           The LRE provides information on components and materials for
           which specific precautions have to be taken.

3.7        List of Applicable Publications (LAP)--C

           The LAP will record the Seller's various Airframe Technical
           Publications indicating the last valid revision number and issue
           date.

3.8        Livestock Transportation Manual (LTM)

           The LTM details the facilities, equipment and procedures
           necessary for live animal transportation in aircraft of the
           Manufacturer of the type of the Aircraft.

3.9        Service Bulletins (SB)--C

           The Buyer will receive all Service Bulletins applicable to the
           Aircraft.

3.10       Service Bulletin Index (SBI)

           The SBI is a listing of all Service Bulletins issued in ATA 100
           chapter sequence.

           The SBI provides details of SB number, SB title, associated
           modification number, issue status, Vendor SB number (if
           applicable) and affected fleet.

3.11       Service Information Letters (SIL)

           SILs give information of a general nature and also about minor
           changes or inspections the Buyer may wish to apply under the
           Buyer's authority.

3.12       Transportability Manual (TM)

           The TM gives cargo hold dimensions for currently available cargo
           Aircraft, transportation information and requirements for large
           Aircraft components. Component dimensions, weights and shelf
           life limitations are also given.

3.13       Supplier Product Support Agreements (SPSA)

           The SPSA is a collection of product support conditions
           negotiated by the Manufacturer with the suppliers of Aircraft
           equipment.

3.14       Vendor Information Manual (VIM)

           The VIM provides Vendor contact information.

3.15       Vendor Information Manual (GSE) (VIM/GSE)

           The VIM/GSE gives contact names and addresses of Ground Support
           Equipment (GSE) vendors and their product support organizations.

4.         OPERATIONAL MANUALS

4.1        Abnormal\Emergency Check List\Quick Reference Handbook  (CL\QRH)--C

           The CL is an extract from the FCOM presented as a booklet for
           quick in-flight use.

4.2        FAA Approved Flight Manual (FM)--C

           The AFM provides Aircraft performance operating limitations and
           other flight data required by the relevant airworthiness
           authorities for certification. It includes the
           Configuration Deviation List (CDL).

4.3        Flight Crew Operating Manual (FCOM)--C

           The FCOM provides Aircraft and systems descriptions, normal,
           abnormal and emergency procedures as well as operational
           performance.

4.4        Master Minimum Equipment List (MMEL)

           The MMEL defines the components and the related conditions under
           which, when the components are defective, the Aircraft may be
           cleared for flight. In addition, the MMEL provides the necessary
           information to establish the Buyer's own Minimum Equipment List
           (MEL).

4.5        Performance Engineering Program (PEP)

           The PEP consists of a Low Speed Performance data base and a High
           Speed Performance data base together with their respective
           programs. The Performance Engineering Program may be used by the
           Buyer under the license conditions set forth in Appendix A to
           this Exhibit F.

           The Low Speed Performance programs consist of the Take-off and
           Landing Chart computation program (TLC) which permits the
           computation of:

           - regulatory take-off and landing performance,

           - noncertified take-off performance accounting for runway data
           and weather, together with the Tabulation and Interpolation
           program (TAB), issued with the AFM, which permits the reading,
           editing and interpolation of the tables listed in the AFM.

           The High Speed Performance programs are the In Flight
           Performance computation program (IFP) which permits computation
           of Aircraft performance for each flight phase and the Aircraft
           Performance Monitoring program (APM) which permits analysis of
           Aircraft cruise performance from data recorded during stabilized
           flight periods.

4.6        Performance Program Manual (PPM)

           The PPM is the users' guide for the Performance Engineering
           Program (PEP).

4.7        Weight and Balance Manual (WBM) and
           Weight and Balance Manual Supplements--C

           The corresponding supplements:

           -Delivery Weighing Report,
           -Equipment List,

           will be delivered with each Aircraft.

5.         OVERHAUL DATA

5.1        Cable Fabrication Manual (CFM)

           The CFM contains all the data necessary to locate, identify,
           manufacture and test control cables used on the Aircraft. An
           appendix contains cable end fitting specification sheets, and
           detailed manufacturing instructions.

5.2        Component Documentation Status (CDS)--C

           The CDS lists Component Maintenance Manuals in accordance with
           Subparagraphs 5.4 and 5.5 below.

5.3        Component Evolution List (CEL)

           The CEL is a noncustomized document listing all components on
           the Aircraft and also gives the evolution of each component.

           The information is provided in order of:
           - part number
           - FSCM
           - ATA reference.

5.4        Component Maintenance Manual Manufacturer (CMMM)

           The CMMM contains all the data necessary to locate, identify and
           maintain Aircraft components manufactured by the Seller.

5.5        Component Maintenance Manual Vendor (CMMV)

           The Seller will to ensure that each Vendor of repairable
           components will deliver to the Buyer a Component Maintenance
           Manual Vendor with revision service.

6.         STRUCTURAL MANUALS

6.1        Nondestructive Testing Manual (NTM)

           The NTM supplies Airframe data necessary to carry out
           nondestructive testing.

6.2        Structural Repair Manual (SRM)

           The SRM contains descriptive information for identification and
           repair of the Airframe primary and secondary structure and will
           include substantial structural analysis.



                                    FORM

AC      APERTURE CARD. Refers to 35mm film contained on punched aperture
        cards.

CD      CD-ROM.

D       FLOPPY DISK

F       MICROFILM.  Refers to 16mm roll film in 3M type cartridges.

MP      Refers to paper printed one side, unpunched quality will be
        suitable for further reproduction or microfilming.

MT      MAGNETIC TAPE

P1      PRINTED ONE SIDE. Refers to manuals in paper with print on one side
        of the sheets only.

P2      PRINTED BOTH SIDES. Refers to manuals with print on both sides of
        the sheets.

SMF     SILVER MASTER FILM. Refers to thick diazo film suitable for further
        reproduction.

+       Denotes a combined A319/A320/A321 Technical Publication.

*       Denotes Technical Publications will be supplied in SGML format if
        such format becomes available from the Manufacturer.


                                    TYPE

C       CUSTOMIZED.  Refers to manuals which are customized to specific MSNs.

E       ENVELOPE.  Refers to manuals which are not customized.

P       PRELIMINARY. Refers to preliminary data or manuals which may
        consist of:

        -either one time issue not maintained by revision service, or

        -preliminary issues maintained by revision service until final
        manual or data delivery, or

        -supply of best available data under final format with progressive
        completion through revision service.


                                  DELIVERY

Manual delivery is expressed either as the number of days prior to delivery
of the first Aircraft or as nil (0), which designates the date of delivery
of the first Aircraft.

It is agreed that the number of days indicated will be rounded up to the
next regular revision release date.


MANUALS AVAILABLE (headlines)

1 - ENGINEERING DOCUMENTS
2 - MAINTENANCE & ASSOCIATED MANUALS
3 - MISCELLANEOUS PUBLICATIONS
4 - OPERATIONAL MANUALS AND DATA
5 - OVERHAUL DATA
6 -


<TABLE>
<CAPTION>

MANUALS AVAILABLE                      Abbr         Form      Type     Qty.    Rev       Deliv.
                                       ----         ----      ----     ----    ---       ------
(detailed)


1.

<S>                                      <C>         <C>      <C>        <C>     <C>    <C>
      ENGINEERING DOCUMENTS

+     Installation and Assembly          IAD          AC       C         ***     AN1      0
*     Drawings (including detail
      drawings)

+     Parts Usage (Effectivity)          PU           P2       E         ***     AN       0
                                                      MT       E         ***     AN       0

+     Schedule (Drawing                  S            P2       E         ***     AN       0
*     Nomenclature)

+     Drawing Number Index               DNI          P2       C         ***     AN       0
*

+     Process and Material               PMS          F        E         ***     AN       0
*     Specification                                   SMF      E         ***     AN       0

+     Standards Manual                   SM           F        E         ***     AN       0
                                                      SMF      E         ***     AN       0

+     Electrical Load Analysis           ELA          P2       E         ***     AN       0
*


--------

(1) Revision service for the manufacture drawings is restricted to cover
    the Aircraft configuration at delivery.

</TABLE>


<TABLE>
<CAPTION>


MANUALS AVAILABLE                      Abbr         Form      Type     Qty.    Rev       Deliv.
                                       ----                   ----     ----    ---       ------
(detailed)


<S>                                     <C>          <C>      <C>      <C>      <C>      <C>
2.    MAINTENANCE & ASSOCIATED MANUALS

+     APU Build-up Manual                ABM          MT       E        ***      AN       90
                                                      F        E        ***      AN       90
                                                      SMF      E        ***      AN       90


+     Aircraft Maintenance Manual        AMM          F        C        ***       4       90
                                                      SMF      C        ***       4       90
                                                      MP       C        ***       4       90
                                                      P2       C        ***       4       90
                                                      MT       C        ***       4       90

+     Aircraft Schematics Manual         ASM          SMF      C        ***       4       90
                                                      MT       C        ***       4       90
                                                      F        C        ***       4       90
                                                      MP       C        ***       4       90
                                                      P1       C        ***       4       90

+     Aircraft Wiring Manual             AWM          F1       C        ***       4       90
                                                      P1       C        ***       4       90
                                                      MP       C        ***       4       90
                                                      MT       C        ***       4       90

+     Aircraft Wiring Lists              AWL          P2       C        ***       4       90
                                                      MT       C        ***       4       90
                                                      (text)
                                                      F        C        ***       4       90
                                                      SMF      C        ***       4       90
+     Consumable Material List           CML          P2       E        ***      AN       90
*                                                     F        E        ***      AN       90
                                                      SMF      E        ***      AN       90

+     Component Location Manual          CLM          P                 ***       4       90

+     Duct Repair Manual                 DRM          P2       E        ***      AN       90
                                                      SMF      E        ***      AN       90

+     Fuel Pipe Repair Manual            FPRM         P2       E        ***      AN       90
                                                      SMF      E        ***      AN       90

+     Illustrated Parts Catalog          IPC          MT       C        ***       4       90
      (Airframe)                                      F        C        ***       4       90
                                                      SMF      C        ***       4       90
                                                      MP       C        ***       4       90

+     Illustrated Parts Catalog          PIPC         MT       C        ***       4       90
      (Power Plant)5                                  MP       C        ***       4       90
                                                      F        C        ***       4       90

+     Illustrated Tool and Equipment     TEM          P2       E        ***      AN       360
*     Manual

+     Maintenance Facility Planning      MFP          P2       E        ***      AN        90
*

+     Maintenance Planning               MPD          P2       E        ***      AN       360
*     Document


--------
(5)Supplied by the Propulsion Systems  Manufacturer

</TABLE>


<TABLE>
<CAPTION>

MANUALS AVAILABLE                      Abbr         Form      Type     Qty.    Rev       Deliv.
                                       ----                   ----     ----    ---       ------
(detailed)


<S>                                    <C>         <C>       <C>       <C>      <C>       <C>
+     Power Plant Build-up Manual 5      PPBM         MT       E        ***      AN       90
                                                      P2       E        ***      AN       90
                                                      F        E        ***      AN       90
                                                      SMF      E        ***      AN       90

+     Support Equipment Summary          SES          P2       E        ***      AN       360
*                                                     F        E        ***      AN       360
                                                      SMF      E        ***      AN       360

+     Time Limits and Maintenance        TLMC/        P2       C        ***      4        90
      Checks/Service Limits and          SLMC
      Maintenance Checks

+     Tool and Equipment Drawings        TED          MT       E        ***      AN       360
                                                      AC       E        ***      AN       360

+     Tool and Equipment Drawing         TEI          P2       E        ***      AN       360
*     Index

+     Trouble Shooting Manual            TSM            F      C        ***       4        90
                                                      SMF      C        ***       4
                                                      P2       C        ***       4
                                                      MT       C        ***       4

+     Aircraft Documentation             ADRES        CD       C        ***       4        90
*     Retrieval System

+     Computer Assisted Aircraft         CAATS        CD       C        ***       4        90
*     Troubleshooting

+     Time Limits and Maintenance        TLMC         P2       c        ***       4        90
      Checks

3.    MISCELLANEOUS PUBLICATIONS

+     Airplane Characteristics for       AC           P2       E        ***      AN       360
*     Airport Planning

+     Aircraft Recovery Manual           ARM          P2       E        ***      AN       90
*                                                     F        E        ***      AN       90
                                                      SMF      E        ***      AN       90

      Crash Crew Chart                   CCC          P1       E        ***      AN      180

+     Guidelines for Customer            GCOC         P2       E        ***      AN        0
      Originated Changes

+     List of Radioactive and            LRE          P2       E        ***      AN       90
      Hazardous Elements

+     List of Applicable Publications    LAP          P2       C        ***      4        90

+     Livestock Transportation           LTM          P2       E        ***      AN       90
      Manual

+     Service Bulletins                  SB           P2       C        ***      AN        0
*                                                     SMF      C        ***      AN        0
                                                      F        C        ***      AN        0

+     Service Bulletin Index             SBI          P1       E        ***      AN       90
*

+     Service Information Letters        SIL          P2       E        ***      AN        0
*

+     Technical Publications             TPCI         CD       C        ***      AN       90
*     Combined Index

+     Transportability Manual            TM           P2       E        ***      AN       90
                                                      SMF      E        ***      AN

      Supplier Product Support           SPSA         P2       E        ***      AN      360
      Agreements (SPSA)

*     Vendor Information Manual          VIM          D        E        ***      AN      360


+     Vendor Information Manual          VIM\         P2       E        ***      AN      360
*     GSE                                GSE

4.    OPERATIONAL MANUALS AND DATA

+     Check                              CL/QRH       P2       C        ***      AN       90
      List/Abnormal/Emergency/
      Quick Reference Handbook

+     FAA Approved Flight Manual         AFM          P1       C        ***      AN        0

+     Flight Crew Operating Manual       FCOM         P2       C        ***      AN       90

+     Master Minimum Equipment           MMEL         P2       E        ***      AN       90
      List

+     Performance Engineering            PEP          D        E        ***      AN       90
      Program

+     Performance Program Manual         PPM          P2       E        ***      AN       90
*                                                     MT       E        ***      AN       90

+     Weight and Balance Manual          WBM          P1       C        ***      AN        0

5.    OVERHAUL DATA

+     Cable Fabrication Manual           CFM          P2       E        ***      AN       90
*

+     Component Documentation            CDS          P2       C        ***       AN     180
*     Status                                          F        C        ***       AN     180
                                                      SMF      C        ***       AN     180

+     Component Evolution List6          CEL          F        E        ***       AN     180
                                                      SMF      E        ***       AN       1

+     Component Maintenance              CMMM         F        E        ***       AN     180
*     Manual Airframe Manufacturer                    SMF      E        ***       AN     180

+     Component Maintenance              CMMV         P2       E        ***       AN     180
*     Manual Vendor


6.    STRUCTURAL MANUALS

+     Nondestructive Testing Manual      NTM          P2       E        ***       4       90
*

+     Structural Repair Manual           SRM          F        E        ***       4       90
*                                                     SMF      E        ***       4        0

--------
 6   Optional - Delivered as follow-on for CDS.


</TABLE>


                                                                EXHIBIT "F"

                              LICENSE FOR USE
               OF THE PERFORMANCE ENGINEERING PROGRAMS (PEP)


1.      GRANT

        The Seller grants to the Buyer the right to use the Performance
        Engineering Programs (PEP) in machine readable form on a single
        computer during the term of this license agreement (the
        "License Agreement").

        Use of the PEP in readable form will be limited to one (1) copy.
        However, the Seller may make duplicate copies, provided that they
        are either contained in the same computer as the original copy, or
        produced for checkpoint and restart purposes or made with the
        consent of the Seller for a specific need.

2.      MERGING

        The PEP may be used and adapted in machine readable form for the
        purpose of merging it into other program material of the Buyer,
        but, on termination of this License Agreement, the Buyer will
        remove the PEP from the other program material with which it has
        been merged.

        The Buyer agrees to reproduce the copyright and other notices as
        they appear on or within the original media on any copies that the
        Buyer makes of the PEP.

3.      PERSONAL LICENSE

        The above described license is personal to the Buyer,
        nontransferable and nonexclusive.

4.      INSTALLATION

        It is the Buyer's responsibility to install the PEP and to perform
        any mergings and checks. The Seller will, however, assist the
        Buyer's operations engineers in the initial phase following the
        delivery of the PEP until such personnel reach the familiarization
        level required to make inputs and correlate outputs.

5.      PROPRIETARY RIGHTS AND NONDISCLOSURE

5.1     The PEP and the copyright and other proprietary rights of whatever
        nature in the PEP are and will remain with the Seller. The PEP and
        its contents are designated as confidential.

5.2     The Buyer undertakes not to disclose the PEP, parts thereof or its
        contents to any third party without the prior written consent of
        the Seller. Insofar as it is necessary to disclose aspects of the
        PEP to employees, such disclosure is permitted only for the purpose
        for which the PEP is supplied and only to the employee who needs to
        know the same.

6.      CONDITIONS OF USE

6.1     The Seller does not warrant that the PEP will contain no errors.
        However, should the PEP be found to contain any error at delivery,
        the Buyer will notify the Seller promptly thereof and the Seller
        will take all proper steps to correct the same at its own expense.

6.2     The Buyer will ensure that the PEP is correctly used in appropriate
        machines as indicated in the Performance Programs Manual (PPM) and
        that staff are properly trained to use the same, to trace and
        correct running faults, to restart and recover after fault and to
        operate suitable checks for accuracy of input and output.

6.3     It is understood that the PPM is the user's guide of the PEP and
        that the Buyer will undertake to use the PEP in accordance with the
        PPM.

6.4     The PEP is supplied under the express condition that the Seller
        will have no liability in contract or in tort arising from or in
        connection with the Buyer's use of or inability to use the PEP.

7.      DURATION

        Subject to the Buyer's compliance with the terms of this License
        Agreement, the rights under this License Agreement will be granted
        to the Buyer for as long as the Buyer operates an
        Aircraft to which the PEP refers.



                                                                EXHIBIT "G"

                      AIRFRAME PRICE REVISION FORMULA

l.      BASE PRICE

        The Base Price of the Airframe is as quoted in Subclause 4.1.1.1,
        4.1.1.2 or 4.1.1.3 of the Agreement, as applicable.

        The Base Price of a set of two (2) nacelles and two (2) thrust
        reversers is as quoted in Subclause 4.1.2.1.1(ii), 4.1.2.2.1(ii),
        or 4.1.2.3.1(ii) of the Agreement, as applicable.

2.      BASE PERIOD

        ***

        These Base Prices are subject to adjustment for changes in economic
        conditions as measured by data obtained from the United States
        Department of Labor, Bureau of Labor Statistics, and in accordance
        with the provisions of Paragraphs 4 and 5 of this Exhibit "G."

        ECIb and ICb index values indicated in Paragraph 4 of this Exhibit
        "G" are based on publications available at the date of signature of
        the Agreement and are United States Department of Labor Bureau of
        Labor Statistics computations corresponding to certain base years
        as stipulated below in Paragraph 3. Should the Bureau of Labor
        Statistics change such base year, it will be necessary to restate
        such values in an appropriate manner. Other changes (such as
        benchmark revision), except those related to established errors
        from the Bureau of Labor Statistics, will not be taken into
        consideration.

3.      REFERENCE INDEXES

        ***

        Material Index: "Industrial Commodities Index" (hereinafter
        referred to as "ICI-Index"), published monthly by the United States
        Department of Labor, Bureau of Labor Statistics, in "Producer
        Prices and Price Indexes" (Table 6: "Producer prices and price
        indexes for commodity groupings and individual items"). (Base year
        1982 = 100.)

4 -     REVISION FORMULA

        ***

        In determining the Revised Base Price at delivery of the Aircraft,
        each quotient will be calculated to the nearest ten thousandth (4
        decimals). If the next succeeding place is five (5) or more, the
        preceding decimal place will be raised to the next higher figure.
        The final factor will be rounded to the nearest ten thousandth
        (4 decimals).

        After final computation, Pn will be rounded to the next whole
        number (0.5 or more rounded to l).


5.      GENERAL PROVISIONS

5.1     Substitution of Indexes

        In the event that:

        (i)    the United States Department of Labor substantially revises
               its methodology for calculating any of the indexes referred
               to hereabove, or

        (ii)   the United States Department of Labor discontinues, either
               temporarily or permanently, any of the indexes referred to
               hereabove and publication thereof, or

        (iii)  the data samples used to calculate any of the indexes
               referred to hereabove are substantially changed,

        The Seller and the Buyer will agree on a substitute index.

        Such substitute index will reflect as closely as possible the
        actual variations in wage rates or in material prices, as the case
        may be, used in the calculation of the original index.

        As a result of this selection of a substitute index, the Seller and
        the Buyer will agree on appropriate adjustments to be made to the
        price revision formula; such adjustments may include, but will not
        be limited to, allowing to combine the successive utilization of
        the original index and of the substitute index, and other
        methodologies designed to ensure consistency in the numerators and
        denominators of the various quotients.

5.2     Final Index Values

        The Revised Base Price at the date of Aircraft delivery will be
        final and will not be subject to further adjustments, of any kind,
        to the applicable indexes as published at the date of Aircraft
        delivery.



                                                              EXHIBIT "H-1"

         CFM INTERNATIONAL PRICE REVISION FORMULA FOR A319 AIRCRAFT

l.      REFERENCE PRICE

        The Reference Price of a set of two (2) CFM International CFM
        56-5B-6/P engines and additional equipment is as quoted in
        Subclause 4.1.2.1.1(i) of the Agreement.

        This Reference Price is valid for Aircraft delivered no later than
        December 31, 1999, and is subject to adjustment for changes in
        economic conditions as measured by data obtained from the United
        States Department of Labor, Bureau of Labor Statistics, and in
        accordance with the provisions of Paragraphs 4 and 5 of this
        Exhibit "H-1."

2.      REFERENCE PERIOD - REFERENCE COMPOSITE PRICE INDEX

        The above Reference Price has been established in accordance with
        the economic conditions prevailing in September 1990 (March 1991
        theoretical delivery conditions), as defined, according to CFM
        International, by the Reference Composite Price Index of 126.54.

3.      REFERENCE INDEXES

        Labor Index: "Aircraft Engines and Engine Parts," Standard
        Industrial Classification 3724-- Average hourly earnings
        (hereinafter referred to as "HE SIC 3724"), published by the United
        States Department of Labor, Bureau of Labor Statistics, in
        "Employment and Earnings," Establishment Data: Hours and Earnings
        (Table B-15: Average hours and earnings of production or
        nonsupervisory workers on private nonfarm payrolls by detailed
        industry).

        Material Index (I): "Industrial Commodities" (hereinafter referred
        to as "IC-Index"), published by the United States Department of
        Labor, Bureau of Labor Statistics, in "Producer Prices and Price
        Indexes" (Table 6: Producer prices and price indexes for commodity
        groupings and individual items). (Base year 1982 = 100.)

        Material Index (II): "Metals and Metal Products" Code l0
        (hereinafter referred to as "MMP-Index"), published by the United
        States Department of Labor, Bureau of Labor Statistics, in
        "Producer Prices and Price Indexes" (Table 6: Producer prices and
        price indexes for commodity groupings and individual items). (Base
        year 1982 = 100.)

        Energy Index: "Fuels and Related Products and Power" Code 5
        (hereinafter referred to as "EP-Index"), published by the United
        States Department of Labor, Bureau of Labor Statistics, in
        "Producer Prices and Price Indexes" (Table 6: Producer prices and
        price indexes for commodity groupings and individual items). (Base
        year 1982 = 100.)

4.      REVISION FORMULA

        Pn     =      Pb x CPIn
                           ------
                           126.54

        Where

        Pn     =      Revised Reference Price of a set of two (2) engines
                      at delivery of the Aircraft.

        Pb     =      Reference Price as defined above.

        CPIn   =      Composite Price Index for the sixth month prior to
                      the month of delivery of the Aircraft.

                      Said Composite Price Index is composed as follows:

        CPIn   =      0.55 (HEn   x 100) + 0.10 ICn + 0.25 MMPn + 0.10 EPn
                            ---
                           (11.16     )

                      Where

        HEn    =      HE SIC 3724 for the sixth month prior to the month
                      of delivery of the Aircraft; the quotient HEn/11.16
                      is rounded to the nearest third decimal place. The
                      product by 0.55 is rounded to the nearest second
                      decimal place.

        ICn    =      IC-Index for the sixth month prior to the month of
                      delivery of the Aircraft.

        MMPn   =      MMP-Index for the sixth month prior to the month of
                      delivery of the Aircraft. The product by 0.25 is
                      rounded to the nearest second decimal place.

        EPn     =     EP-Index for the sixth month prior to the month of
                      delivery of the Aircraft.


        The Composite Price Index will be determined to the second decimal
        place. If the next succeeding decimal place is five (5) or more,
        the preceding decimal figure will be raised to the next higher
        figure.

        The final factor will be rounded to the nearest thousandth (3
        decimals).

5.      GENERAL PROVISIONS

5.1     The Revised Reference Price at delivery of the Aircraft will be the
        final price and will not be subject to further adjustments in the
        indexes.

5.2     If no final index value is available for any of the applicable
        months, the published preliminary figures will be the basis on
        which the Revised Reference Price will be computed.

5.3     If the United States Department of Labor substantially revises the
        methodology of calculation of the indexes referred to in this
        Exhibit "H-1" or discontinues any of these indexes, the
        Seller will, in agreement with CFM International, apply a
        substitute for the revised or discontinued index, such substitute
        index to lead in application to the same adjustment result, insofar
        as possible, as would have been achieved by continuing the use of
        the original index as it may have fluctuated had it not been
        revised or discontinued.

        Appropriate revision of the formula will be made to accomplish this
        result.

5.4     Should the above escalation provisions become null and void by
        action of the United States Government, the Reference Price will be
        adjusted to reflect increases in the cost of labor, material and
        fuel which have occurred from the period represented by the
        applicable Reference Price Indexes to the sixth month prior to the
        scheduled delivery of the Aircraft.

5.5     The Revised Reference Price at delivery of the Aircraft in no event
        will be less than the Reference Price defined in Paragraph 1 of
        this Exhibit "H-1."


                                                              EXHIBIT" H-2"

         CFM INTERNATIONAL PRICE REVISION FORMULA FOR A320 AIRCRAFT

l.      REFERENCE PRICE

        The Reference Price of a set of two (2) CFM International CFM
        56-5B-4/P engines and additional equipment is as quoted in
        Subclause 4.1.2.2.1(i) of the Agreement.

        This Reference Price is subject to adjustment for changes in
        economic conditions as measured by data obtained from the United
        States Department of Labor, Bureau of Labor Statistics, and in
        accordance with the provisions of Paragraphs 4 and 5 of this
        Exhibit "H-2."

2.      REFERENCE PERIOD - REFERENCE COMPOSITE PRICE INDEX

        The above Reference Price has been established in accordance with
        the economic conditions prevailing in October 1985 (April 1986
        theoretical delivery conditions), as defined, according to CFM
        International, by the Reference Composite Price Index of 108.66.

3.      REFERENCE INDEXES

        Labor Index: "Aircraft Engines and Engine Parts," Standard
        Industrial Classification 3724-- Average hourly earnings
        (hereinafter referred to as "HE SIC 3724"), published by the United
        States Department of Labor, Bureau of Labor Statistics, in
        "Employment and Earnings," Establishment Data: Hours and Earnings
        (Table B-15: Average hours and earnings of production or
        nonsupervisory workers on private nonfarm payrolls by detailed
        industry).

        Material Index (I): "Industrial Commodities" (hereinafter referred
        to as "IC-Index"), published by the United States Department of
        Labor, Bureau of Labor Statistics, in "Producer Prices and Price
        Indexes" (Table 6: Producer prices and price indexes for commodity
        groupings and individual items). (Base year 1982 = 100.)

        Material Index (II): "Metals and Metal Products" Code l0
        (hereinafter referred to as "MMP-Index"), published by the United
        States Department of Labor, Bureau of Labor Statistics, in
        "Producer Prices and Price Indexes" (Table 6: Producer prices and
        price indexes for commodity groupings and individual items). (Base
        year 1982 = 100.)

        Energy Index: "Fuels and Related Products and Power" Code 5
        (hereinafter referred to as "EP-Index"), published by the United
        States Department of Labor, Bureau of Labor Statistics, in
        "Producer Prices and Price Indexes" (Table 6: Producer prices and
        price indexes for commodity groupings and individual items). (Base
        year 1982 = 100.)

4.      REVISION FORMULA

        Pn     =      Pb x CPIn
                           108.66

        Where

        Pn     =      Revised Reference Price of a set of two (2) engines
                      at delivery of the Aircraft.

        Pb     =      Reference Price as defined above.

        CPIn   =      Composite Price Index for the sixth month prior to
                      the month of delivery of the Aircraft.

                      Said Composite Price Index is composed as follows:

        CPIn   =      0.55 (HEn   x 100) + 0.10 ICn + 0.25 MMPn + 0.10 EPn
                            ---
                           (11.16      )

        Where

        HEn    =      HE SIC 3724 for the sixth month prior to the month
                      of delivery of the Aircraft; the quotient HEn/11.16
                      is rounded to the nearest third decimal place. The
                      product by 0.55 is rounded to the nearest second
                      decimal place.

        ICn    =      IC-Index for the sixth month prior to the month of
                      delivery of the Aircraft.

        MMPn   =      MMP-Index for the sixth month prior to the month of
                      delivery of the Aircraft. The product by 0.25 is
                      rounded to the nearest second decimal place.

        EPn    =      EP-Index for the sixth month prior to the month of
                      delivery of the Aircraft.


        The Composite Price Index will be determined to the second decimal
        place. If the next succeeding decimal place is five (5) or more,
        the preceding decimal figure will be raised to the next higher
        figure.

        The final factor will be rounded to the nearest thousandth (3
        decimals).

5.      GENERAL PROVISIONS

5.1     The Revised Reference Price at delivery of the Aircraft will be the
        final price and will not be subject to further adjustments in the
        indexes.

5.2     If no final index value is available for any of the applicable
        months, the published preliminary figures will be the basis on
        which the Revised Reference Price will be computed.

5.3     If the United States Department of Labor substantially revises the
        methodology of calculation of the indexes referred to in this
        Exhibit "H-2" or discontinues any of these indexes, the Seller
        will, in agreement with CFM International, apply a substitute for
        the revised or discontinued index, such substitute index to lead in
        application to the same adjustment result, insofar as possible, as
        would have been achieved by continuing the use of the original
        index as it may have fluctuated had it not been revised or
        discontinued.

        Appropriate revision of the formula will be made to accomplish this
        result.

5.4     Should the above escalation provisions become null and void by
        action of the United States Government, the Reference Price will be
        adjusted to reflect increases in the cost of labor, material and
        fuel which have occurred from the period represented by the
        applicable Reference Price Indexes to the sixth month prior to the
        scheduled delivery of the Aircraft.

5.5     The Revised Reference Price at delivery of the Aircraft in no event
        will be less than the Reference Price defined in Paragraph 1 of
        this Exhibit "H-2."



                                                              EXHIBIT "H-3"

         CFM INTERNATIONAL PRICE REVISION FORMULA FOR A321 AIRCRAFT

l.      REFERENCE PRICE

        The Reference Price of a set of two (2) CFM International CFM
        56-5B-3/P engines and additional equipment is as quoted in
        Subclause 4.1.2.3.1(i) of the Agreement.

        This Reference Price is valid for Aircraft delivered no later than
        December 31, 1999, and is subject to adjustment for changes in
        economic conditions as measured by data obtained from the United
        States Department of Labor, Bureau of Labor Statistics, and in
        accordance with the provisions of Paragraphs 4 and 5 of this
        Exhibit "H-3."

2.      REFERENCE PERIOD - REFERENCE COMPOSITE PRICE INDEX

        The above Reference Price has been established in accordance with
        the economic conditions prevailing in October 1987 (April 1988
        theoretical delivery conditions), as defined, according to CFM
        International, by the Reference Composite Price Index of 111.82.

3.      REFERENCE INDEXES

        Labor Index: "Aircraft Engines and Engine Parts," Standard
        Industrial Classification 3724-- Average hourly earnings
        (hereinafter referred to as "HE SIC 3724"), published by the United
        States Department of Labor, Bureau of Labor Statistics, in
        "Employment and Earnings," Establishment Data: Hours and Earnings
        (Table B-15: Average hours and earnings of production or
        nonsupervisory workers on private nonfarm payrolls by detailed
        industry).

        Material Index (I): "Industrial Commodities" (hereinafter referred
        to as "IC-Index"), published by the United States Department of
        Labor, Bureau of Labor Statistics, in "Producer Prices and Price
        Indexes" (Table 6: Producer prices and price indexes for commodity
        groupings and individual items). (Base year 1982 = 100.)

        Material Index (II): "Metals and Metal Products" Code l0
        (hereinafter referred to as "MMP-Index"), published by the United
        States Department of Labor, Bureau of Labor Statistics, in
        "Producer Prices and Price Indexes" (Table 6: Producer prices and
        price indexes for commodity groupings and individual items). (Base
        year 1982 = 100.)

        Energy Index: "Fuels and Related Products and Power" Code 5
        (hereinafter referred to as "EP-Index"), published by the United
        States Department of Labor, Bureau of Labor Statistics, in
        "Producer Prices and Price Indexes" (Table 6: Producer prices and
        price indexes for commodity groupings and individual items). (Base
        year 1982 = 100.)

4.      REVISION FORMULA

        Pn     =      Pb x CPIn
                           111.82

        Where

        Pn     =      Revised Reference Price of a set of two (2) engines
                      at delivery of the Aircraft.

        Pb     =      Reference Price as defined above.

        CPIn   =      Composite Price Index for the sixth month prior to
                      the month of delivery of the Aircraft.

                      Said Composite Price Index is composed as follows:

        CPIn   =      0.55 (HEn   x 100) + 0.10 ICn + 0.25 MMPn + 0.10 EPn
                            ---
                           (11.16       )

                      Where

        HEn    =      HE SIC 3724 for the sixth month prior to the month
                      of delivery of the Aircraft; the quotient HEn/11.16
                      is rounded to the nearest third decimal place. The
                      product by 0.55 is rounded to the nearest second
                      decimal place.

        Icn    =      IC-Index for the sixth month prior to the month of
                      delivery of the Aircraft.

        MMPn   =      MMP-Index for the sixth month prior to the month of
                      delivery of the Aircraft. The product by 0.25 is
                      rounded to the nearest second decimal place.

        EPn    =      EP-Index for the sixth month prior to the month of
                      delivery of the Aircraft.

        The Composite Price Index will be determined to the second decimal
        place. If the next succeeding decimal place is five (5) or more,
        the preceding decimal figure will be raised to the next higher
        figure.

        The final factor will be rounded to the nearest thousandth (3
        decimals).

5.      GENERAL PROVISIONS

5.1     The Revised Reference Price at delivery of the Aircraft will be the
        final price and will not be subject to further adjustments in the
        indexes.

5.2     If no final index value is available for any of the applicable
        months, the published preliminary figures will be the basis on
        which the Revised Reference Price will be computed.

5.3     If the United States Department of Labor substantially revises the
        methodology of calculation of the indexes referred to in this
        Exhibit "H-3" or discontinues any of these indexes, the Seller
        will, in agreement with CFM International, apply a substitute for
        the revised or discontinued index, such substitute index to lead in
        application to the same adjustment result, insofar as possible, as
        would have been achieved by continuing the use of the original
        index as it may have fluctuated had it not been revised or
        discontinued.

        Appropriate revision of the formula will be made to accomplish this
        result.

5.4     Should the above escalation provisions become null and void by
        action of the United States Government, the Reference Price will be
        adjusted to reflect increases in the cost of labor, material and
        fuel which have occurred from the period represented by the
        applicable Reference Price Indexes to the sixth month prior to the
        scheduled delivery of the Aircraft.

5.5     The Revised Reference Price at delivery of the Aircraft in no event
        will be less than the Reference Price defined in Paragraph 1 of
        this Exhibit "H-3."


                                      LETTER AGREEMENT NO. 1



                                                     As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:     SPARE PARTS PROCUREMENT

Ladies and Gentlemen:

        US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of even date herewith (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
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
1 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

        Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.



                                  CONTENTS

CLAUSES

1  -           GENERAL

2  -           INITIAL PROVISIONING

3  -           STORES

4  -           DELIVERY

5  -           PRICE

6  -           PAYMENT PROCEDURES AND CONDITIONS

7  -           TITLE

8  -           PACKAGING

9  -           DATA RETRIEVAL

10 -           BUY-BACK

11 -           WARRANTIES

12 -           LEASING

13 -           TURN-AROUND-TIME ***

14 -           TERMINATION

15 -           ASSIGNMENT



1.             GENERAL

1.1            Material

               This Letter Agreement covers the terms and conditions for
               the services offered by the Seller to the Buyer ("Material
               Support") in respect of Aircraft spare parts and other
               equipment itemized below in Subparagraphs 1.1(a) through
               1.1(f) ("Material") and is intended by the parties to be and
               will constitute an agreement of sale of all Material
               furnished to the Buyer by the Seller pursuant hereto, except
               as to Material leased to the Buyer pursuant to Clause 12 of
               this Letter Agreement.

               The Material will comprise:

               (a)    Seller Parts

               (b)    Vendor Parts classified as rotable line replacement
                      units.

               (c)    Vendor Parts classified as expendable line
                      maintenance parts.

               (d)    Ground support equipment (GSE) and special-to-type
                      tools.

               (e)    Hardware and standard material.

               (f)    Consumables and raw material.

               It is expressly understood that Seller Parts will not
               include parts manufactured pursuant to a Parts Manufacturing
               Authority.

1.2            Scope of Material Support

1.2.1          The Material Support to be provided by the Seller under the
               conditions hereunder covers the following:

               (a)    all Material purchased by the Buyer from the Seller
                      during the Initial Provisioning Period (defined below
                      in Paragraph 2) (the "Initial Provisioning") and all
                      items in Subparagraphs 1.1(a) through 1.1(d) for
                      purchases additional to the Initial Provisioning
                      Period, and

               (b)    the Seller's leasing of Seller Parts to the Buyer for
                      the Buyer's use on its Aircraft in air transport
                      service as set forth in Paragraph 12 of this Letter
                      Agreement.

1.2.2          Propulsion Systems, including associated parts and spare
               parts therefore, are not covered under this Letter Agreement
               and will be subject to direct negotiations between the Buyer
               and the relevant Propulsion Systems manufacturer(s).

1.2.3          During a period commencing on the date hereof and continuing
               as long as at least five (5) aircraft of the type of the
               Aircraft are operated by airlines in commercial air
               transport service (the "Term"), the Seller will maintain or
               cause to be maintained such stock of Seller Parts as the
               Seller deems reasonable (upon consultation with the Buyer)
               and will furnish Seller Parts adequate to meet the Buyer's
               needs for repairs and replacements on the Aircraft. Such
               Seller Parts will be priced, sold and delivered in
               accordance with Paragraphs 4 and 5 of this Letter Agreement,
               upon receipt of the Buyer's orders.

               The Seller will use its best efforts to obtain a similar
               service from all Vendors of parts that are originally
               installed on the Aircraft and not manufactured by the
               Seller.

1.3            Purchase Source of Seller Parts

               The Buyer agrees to purchase from the Seller's designee ASC
               the Seller Parts required for the Buyer's own needs during
               the Term, provided that this Paragraph 1.3 will not in any
               way prevent the Buyer from resorting to the stocks of Seller
               Parts of other airlines operating aircraft of the type of
               the Aircraft or from purchasing items equivalent to Seller
               Parts from said airlines, distributors or dealers, on the
               condition that said Seller Parts have been designed and
               manufactured by, or obtained from, the Seller, and provided
               also that this Paragraph 1.3 will not prevent the Buyer from
               exercising its rights under Subparagraph 1.4 of this Letter
               Agreement.

1.4            Manufacture of Seller Parts *** by the Buyer

1.4.1          The provisions of Subparagraph 1.3 of this Letter Agreement
               notwithstanding, the Buyer may manufacture or have
               manufactured for its own use or may purchase from any other
               source whatsoever Seller Parts in the following cases:

               (a)    after expiration of the Term, if at such time the
                      Seller is out of stock of a required Seller Part;

               (b)    at any time, to the extent Seller Parts are needed to
                      effect AOG repairs on any Aircraft delivered under
                      the Agreement and are not available from the Seller
                      within a lead time shorter than or equal to the time
                      in which the Buyer can provide said Seller Parts,
                      provided the Buyer will sell or lease such Seller
                      Parts only if they are assembled in an Aircraft that
                      is sold or leased;

               (c)    in the event that the Seller fails to fulfill its
                      obligations with respect to any Seller Parts pursuant
                      to Subparagraph 1.2 above within a reasonable period
                      after written notice thereof from the Buyer;

               (d)    when, with respect to certain Seller Parts, the
                      Seller has granted, under the Illustrated Parts
                      Catalog supplied in accordance with this Letter
                      Agreement, the right of local manufacture of Seller
                      Parts, and

               (e)     after written approval by the Seller, ***.

1.4.2          ***

1.4.3          The rights granted to the Buyer in Subparagraph 1.4.1 will
               not in any way be construed as a license, nor will they in
               any way obligate the Buyer to pay any license fee, royalty
               or obligation whatsoever, nor will they in any way be
               construed to affect the rights of third parties.

1.4.4          The Seller will provide the Buyer with all technical data
               reasonably necessary to manufacture Seller Parts ***, in the
               event the Buyer is entitled to do so pursuant to
               Subparagraphs 1.4.1 and 1.4.2 of this Letter Agreement. The
               proprietary rights to such technical data will be subject to
               the terms of Subclause 14.10.1 of the Agreement.

1.5            ***

               The Seller hereby agrees to provide *** for a period ***
               after delivery of the first Aircraft.

               ***

1.6            Language

1.6.1          Words and expressions used in this Letter Agreement will
               have the same meanings as they do in the rest of the
               Agreement, unless otherwise stated in this Letter Agreement.

1.6.2          Technical and trade items used but not defined herein or in
               the Agreement will be defined as generally accepted in the
               aircraft manufacturing industry.

2.             INITIAL PROVISIONING

               The period up to and expiring on the ninetieth (90th) day
               after delivery of the last Aircraft subject to firm order
               under the Agreement will hereinafter be referred to as the
               Initial Provisioning Period.

2.1            Seller-Supplied Data

               The Seller will prepare and supply to the Buyer the
               following documents:

2.1.1          Initial Provisioning Data

               The Seller will provide the Buyer initial provisioning data
               provided for in Chapter 1 of ATA 2000 for the Aircraft
               ("Initial Provisioning Data") in a form, format and within a
               time period to be mutually agreed upon.

               A revision service will be provided free of charge and will
               be effected every ninety (90) days or more frequently if
               reasonably requested by the Buyer, up to the end of the
               Initial Provisioning Period, or until the configuration of
               the Buyer's delivered Aircraft is included.

               In any event, the Seller will ensure that Initial Provisioning
               Data are released to the Buyer in time to allow the necessary
               evaluation time by the Buyer and the on-time delivery of
               ordered Material.

2.1.2          Supplementary Data

               The Seller will provide the Buyer with Local Manufacture
               Tables (X-File), as part of the Illustrated Parts Catalog
               (Additional Cross-Reference Tables), which will be a part of
               the Initial Provisioning Data Package.

2.1.3          Initial Provisioning Data for Reconfirmable Aircraft

2.1.3.1        All Reconfirmable Aircraft and Additional Aircraft which are
               acquired by the Buyer (the "Reconfirmed Aircraft") pursuant
               to the terms and conditions of Letter Agreement No. 2 to the
               Agreement will be included in the revision to the
               provisioning data that is issued after reconfirmation of a
               Reconfirmable Aircraft or the Buyer's exercise of its option
               to purchase an Additional Aircraft, if such revision is not
               scheduled to be issued within four (4) weeks from the date
               of reconfirmation or of the date of exercise of such option.
               If the date of reconfirmation or the date of the exercise of
               the option does not allow the Seller four (4) weeks'
               preparation time, the Aircraft concerned will be included in
               the next scheduled revision.

2.1.3.2        The Seller will, from the date of reconfirmation of an
               Aircraft until three (3) months after delivery of such
               Aircraft, submit to the Buyer details of particular Vendor
               components being installed on the Aircraft and will
               recommend the quantity to order. A list of such Vendor
               components will be supplied at the time of the provisioning
               data revision as specified above.

2.1.3.3        The Seller will deliver to the Buyer T-files for particular
               Vendor components, as applicable, in time to allow the
               Buyer's planning of repair and overhaul tasks.

2.1.3.4        At delivery of each Reconfirmed Aircraft, the data with
               respect to Material will at least cover such Aircraft's
               technical configuration as known six (6) months before
               Aircraft delivery and will be updated to reflect the final
               build status of such Aircraft. Such update will be included
               in the data revisions issued three (3) months after delivery
               of such Aircraft.

2.2            Vendor-Supplied Data

2.2.1          General

               Vendors will prepare and issue T-files in the English
               language for those Vendor components for which the Buyer has
               elected to receive data.

               Said data (initial issue and revisions) will be transmitted
               to the Buyer through the Seller. The Seller will review the
               compliance of such data with relevant ATA requirements, but
               will not be responsible for the substance of such data,
               other than any errors or omissions attributable to the
               Seller's compilation of the data. The Seller will use its
               best efforts to ensure that such data will be adequate to
               enable the Buyer to undertake in-house repair and/or
               overhaul of such components.

               In any event, the Seller will exert its best efforts to
               supply Initial Provisioning Data to the Buyer in time to
               allow the necessary evaluations by the Buyer and on-time
               deliveries.

2.2.2          Initial Provisioning Data

               Initial Provisioning Data for Vendor products provided for
               in Chapter 1 of ATA 2000 for the Aircraft will be furnished
               as mutually agreed upon during a Preprovisioning Meeting
               (defined below), with free-of-charge revision service
               assured up to the end of the Initial Provisioning Period, or
               until it reflects the configuration of the delivered
               Aircraft.

2.3            Preprovisioning Meeting

2.3.1          The Seller will organize a meeting at its Material Support
               Center in Hamburg, Germany ("MSC"), to formulate an
               acceptable schedule and working procedure to accomplish the
               Initial Provisioning of Material (the "Preprovisioning
               Meeting").

2.3.2          The date and location of the Preprovisioning Meeting will be
               mutually agreed upon.

2.4            Initial Provisioning Training

               The Seller will furnish, at the Buyer's request and at no
               charge, training courses related to the Seller's
               provisioning documents, purchase order administration and
               handling at MSC.

2.5            Initial Provisioning Conference

               The Seller will organize an Initial Provisioning conference
               at MSC that will include Vendor participation, as agreed
               upon during the Preprovisioning Meeting (the "Initial
               Provisioning Conference").

2.6            Initial Provisioning Data Compliance

2.6.1          Initial Provisioning Data generated by the Seller and
               supplied to the Buyer will comply with the latest
               configuration of the Aircraft to which such data relate, as
               known three (3) months before the data are issued. Said data
               will enable the Buyer to order Material conforming to its
               Aircraft as required for maintenance and overhaul.

               This provision will not cover parts embodying those Buyer
               modifications that are unknown to the Seller, and parts
               embodying modifications neither agreed to nor designed
               by the Seller.

2.6.2          During the Initial Provisioning Period, Material will
               conform with the latest configuration standard of the
               affected Aircraft and with the Initial Provisioning Data
               transmitted by the Seller. Should the Seller default in this
               obligation, it will immediately replace such parts and/or
               authorize return shipment at no transportation cost to the
               Buyer. The Buyer will make reasonable efforts to minimize
               such cost, in particular by using its own airfreight system
               for transportation *** at no charge to the Seller, ***. The
               Seller, in addition, will use its best efforts to cause
               Vendors to provide a similar service for their items.

2.7            Delivery of Initial Provisioning Material

2.7.1          To support the operation of the Aircraft, the Seller will
               use its best efforts to deliver Initial Provisioning
               Material in Subparagraph 1.1(a) of this Letter Agreement
               against the Buyer's orders from the Seller and according to
               the following schedule, provided the orders are received by
               the Seller in accordance with published lead time:

               Each block of Aircraft referred to in the schedule below
               will be defined in the Initial Provisioning Conference.

               (a)    At least fifty percent (50%) of the ordered quantity
                      of each Line Replacement or Line Maintenance item
                      three (3) months before delivery of the first
                      Aircraft of each block of Aircraft for which the
                      Buyer has placed Initial Provisioning orders for
                      Material defined above in Subparagraph 1.1(a).

               (b)    At least seventy-five percent (75%) of the ordered
                      quantity of each Line Replacement or Line Maintenance
                      item one (1) month (for items identified as line
                      station items, two (2) months) before delivery of the
                      first Aircraft of each block of Aircraft for which
                      the Buyer has placed Initial Provisioning orders for
                      Material defined above in Subparagraph 1.1(a).

               (c)    Fifty percent (50%) of the ordered quantity of each
                      item except as specified in Subparagraphs 2.7.1 (a)
                      and 2.7.1 (b) above at delivery of the first Aircraft
                      of each block of Aircraft for which the Buyer has
                      placed Initial Provisioning orders for Material
                      defined above in Subparagraph 1.1(a).

               (d)    One hundred percent (100%) of the ordered quantity of
                      each item, including line station items, three (3)
                      months after delivery of the first Aircraft of each
                      block of Aircraft for which the Buyer has placed
                      Initial Provisioning orders for Material, as defined
                      above in Subparagraph 1.1(a). If said one hundred
                      percent (100%) cannot be accomplished, the Seller
                      will have such items available at its facilities for
                      immediate supply, in case of an AOG.

2.7.2          In the event that less than eighty-five percent (85%) of the
               Buyer's orders of Initial Provisioning Material defined
               above in Subparagraph 1.1(a), supporting each block of
               Aircraft (the "IP Block"), is delivered by the Seller to the
               Buyer in accordance with the provisions set forth above in
               Subparagraph 2.7.1(d) for reasons other than Excusable Delay
               as defined in Clause 10 of the Agreement, then the Seller
               will provide the Buyer with a credit equal to (i)
               eighty-five percent (85%) minus the actual percentage of the
               IP Block delivered, up to a maximum of ten percent (10%),
               multiplied by (ii) the aggregate value of the undelivered
               portion of the IP Block ordered by the Buyer from the Seller
               in accordance with all published lead times. Subparagraph
               4.4 of this Letter Agreement will apply to the Seller's
               undertakings under this Subparagraph 2.7.2.

               Such credit will be made available by the Seller to the
               Buyer upon mutual agreement of the computation.

2.7.3          The Buyer may, subject to the Seller's agreement, cancel or
               modify Initial Provisioning orders placed with the Seller
               with no cancellation charge as follows:

               (a)    "Long Lead-Time Material" (lead time exceeding twelve
                      (12) months) not later than six (6) months before
                      scheduled delivery of said Material,

               (b)    normal lead time Material not later than three (3)
                      months before scheduled delivery of said Material,

               (c)    Buyer-specific Material and Material in Subparagraphs
                      1.1(b) through 1.1(f) no later than the quoted lead
                      time before scheduled delivery of said Material.

2.7.4          Should the Buyer cancel or modify any orders for Material
               outside the time limits defined above in Subparagraph 2.7.3,
               the Seller will have no liability for the cancellation or
               modification, and the Buyer will reimburse the Seller for
               any direct cost incurred in connection therewith to the
               extent that such cost has been properly documented by the
               Seller to the satisfaction of the Buyer.

3.             STORES

3.1            ASCO Spares Center

               The Seller has established and will maintain or cause to be
               maintained, as long as at least five (5) aircraft of the
               type of the Aircraft are operated by US airlines in
               commercial air transport service (the "US Term"), a US store
               adjacent to Dulles International Airport, Washington, DC,
               known as the ASCO Spares Center - Washington ("ASCO Spares
               Center"). The ASCO Spares Center will be operated
               twenty-four (24) hours/day, seven (7) days/week, all year,
               for the handling of AOG and critical orders for Seller
               Parts. ASCO Spares Center will maintain a stock of Seller
               Parts, including Leased Parts listed in Appendix A to this
               Letter Agreement. In the event of the recurrence of the
               nonavailability to the Buyer of a part from the ASCO Spares
               Center, the Seller will take all necessary steps to ensure
               availability thereof at the ASCO Spares Center at the
               Buyer's next request. In the event that the Buyer is still
               operating one or more Aircraft at the end of the Term, the
               Seller will use its best efforts to ensure the Buyer's
               access to Seller Parts.

3.2            Material Support Center, Germany

               The Manufacturer has set up and will maintain or cause to be
               maintained during the Term a store of Seller Parts at MSC.
               MSC will be operated twenty-four (24) hours/day, seven (7)
               days/week, all year.

3.3            Other Points of Shipment

               The Seller reserves the right to effect deliveries from
               distribution centers other than the ASCO Spares Center or
               MSC and from any of the production facilities of the
               Associated Contractors.

4.             DELIVERY

4.1            General

               The Buyer's purchase orders will be administered in
               accordance with ATA Specification 2000.

               The provisions of this Paragraph 4 do not apply to Initial
               Provisioning Data and Material.

4.2            Lead Times

4.2.1          In general, the lead times are (and, unless otherwise
               agreed, will at all times be) in accordance with the
               definition in the "World Airline and Suppliers Guide" (1994
               edition).

4.2.2          Material will be dispatched within the lead times quoted in
               the published Seller's price catalog for Material described
               in Subparagraph 1.1(a), and within the Vendor's or
               supplier's lead time augmented by the Seller's own order and
               delivery processing time (such in-house processing time not
               to exceed fifteen (15) days) for Material described in
               Subparagraphs 1.1(b) through 1.1(d). The Seller will
               endeavor to improve its lead times and neither the Seller,
               the Manufacturer nor any of their Affiliates will
               discriminate against the Buyer in delivery processing time.

4.2.3          Expedite Service

               The Seller operates a twenty-four (24) hour-a-day, seven (7)
               day-a-week expedite service to supply the relevant Seller
               Parts available in the Seller's stock, workshops and
               assembly line, including high-cost long- lead-time items, to
               the international airport nearest the location of such items
               (the "Expedite Service").

               The Expedite Service is operated in accordance with the
               "World Airline and Suppliers Guide." Accordingly, the Seller
               will notify the Buyer of the action taken to effect the
               Expedite Service as follows:

               (a)    four (4) hours after receipt of an AOG order,

               (b)    twenty-four (24) hours after receipt of a critical
                      order (imminent AOG or work stoppage),

               (c)    seven (7) days after receipt of an expedite order
                      from the Buyer.

               The Seller and its subcontractors will deliver Seller Parts
               requested on expedite basis against normal orders previously
               placed by the Buyer or upon requests by telephone or telex
               by the Buyer's representatives, such requests to be
               confirmed by the Buyer's subsequent order for such Seller
               Parts within a reasonable time.

4.3            Delivery Status

               The Seller agrees to report to the Buyer the status of
               supplies against orders on a monthly basis.

4.4            Excusable Delay

               Subclause 10.1 of the Agreement will apply to the Material
               Support as defined in Paragraph 1 of this Letter Agreement.

4.5            Shortages, Overshipments, Nonconformance in Orders

4.5.1          Within thirty (30) days after receipt of Material delivered
               pursuant to a purchase order, the Buyer will use all best
               efforts to advise the Seller of any alleged shortages or
               overshipments with respect to such order and of all
               nonconformance to specification of parts in such order
               inspected by the Buyer.

               In the event that the Buyer has not reported such alleged
               shortages, overshipments or nonconformance within the above
               defined period, the Buyer will be deemed to have accepted
               the deliveries unless the Buyer can prove within a
               reasonable period of time that it did not receive the
               Material.

4.5.2          In the event that the Buyer reports overshipments or
               nonconformance to the specifications within the period
               defined above in Subparagraph 4.5.1, the Seller will, if
               accepted, either replace the Material concerned or credit
               the Buyer for Material returned. In such case,
               transportation charges will be borne by the Seller.

               The Buyer will endeavor to minimize such costs, particularly
               by using its own airfreight system on a space-available
               basis for transportation at no charge to the Seller.

4.6            Delivery Performance of Material

               The Seller hereby agrees to participate in a Material
               delivery performance incentive.

               Based upon the Material delivery performance criteria for
               response under Expedite Service as set forth in Subparagraph
               4.2.3 and for routine orders in accordance with the Seller's
               published lead times, and provided all above shipments ***
               (the "Delivery Criteria"), the Seller commits to an overall
               delivery performance of eighty-five percent (85%) on an
               annual basis. In the event that the Seller's performance
               falls below the eighty-five percent (85%) level, the Seller
               will provide the Buyer with a credit equal to (i)
               eighty-five (85%) minus the actual percentage of orders
               delivered on time, up to a maximum of ten percent (10%),
               multiplied by (ii) the aggregate value of the orders
               delivered late according to the Delivery Criteria set forth
               above. Subparagraph 4.4 above will apply to the Seller's
               undertakings under this Subparagraph 4.6.

               At the end of each year following delivery of the first
               Aircraft, the Seller will compute the above-described
               figures in order to determine a credit or debit for the
               account of the Buyer.

               In the event the Seller records a credit for the account of
               the Buyer, the Seller will make available to the Buyer a
               credit memorandum in the amount described in this
               Subparagraph 4.6 for the purchase of Material from the
               Seller.

4.7            Exclusivity of Remedy

               The remedies provided to the Buyer under Subparagraphs 2.7.2
               and 4.6 above are mutually exclusive and not cumulative.

4.8            Cessation of Deliveries

               The Seller reserves the right to stop or otherwise suspend
               deliveries of Material if the Buyer fails to meet its
               obligations under Paragraphs 6 and 7 of this Letter
               Agreement.

5.             PRICE

5.1            Point of Shipment

               ***

5.2            Validity of Prices

5.2.1          The prices are the Seller's published prices in effect on
               the date of receipt of the order (subject to reasonable
               quantities and delivery time) and will be expressed in US
               dollars. Payment will be made by the Buyer to the Seller in
               US dollars as set forth below in Subparagraph 6.1.

5.2.2          Prices of Seller Parts will be in accordance with the then
               current Seller's Spare Parts Price List. Prices will be firm
               for each calendar year. The Seller, however, reserves the
               right to revise the prices of Seller Parts during the course
               of the calendar year in the event of manifest error in
               estimation or expression of any price.

               In the event of a significant revision in manufacturing
               costs or a significant revision in the purchase price to the
               Manufacturer of Seller Parts (including significant
               variation in exchange rate) during any particular calendar
               year, the Seller will notify the Buyer of such revisions,
               whereupon the Buyer may, within such quantities of affected
               Seller Parts still available for sale at the former prices,
               order such quantities of said Seller Parts reasonably
               required to maintain its customary stock levels of such
               Seller Parts for the remainder of the calendar year in
               effect at that time provided the Seller is not thereby
               required to deplete the Seller's AOG inventory level unless
               such Seller Parts are required by the Buyer on an AOG basis.
               In the event the Seller is out of stock of such Seller Parts
               at the former prices, the Seller will, upon request by the
               Buyer, reasonably substantiate the price revisions affecting
               such Seller Parts.

5.2.3          ***

5.2.4          Prices of Material as defined above in Subparagraphs 1.1(b)
               through 1.1(d) will be the valid list prices of the Vendor
               or supplier augmented by the Seller's handling charge. The
               percentage of the handling charge will vary with the
               Material's value and will be determined item by item.

5.2.5          The Seller warrants that, should the Buyer purchase from the
               Seller one hundred percent (100%) of the recommended Initial
               Provisioning of Material defined above in Subparagraphs
               1.1(b) through 1.1(d), the average handling charge on the
               total package will not exceed fifteen percent (15%). This
               average handling charge will be increased to eighteen
               percent (18%) in the event that all orders have not been
               placed nine (9) months prior to delivery of the first
               Aircraft.

5.2.6          Prices of Material as defined above in Subparagraphs 1.1(e)
               and 1.1(f) will be the Seller's purchase prices augmented by
               a variable percentage of handling charge.

6.             PAYMENT PROCEDURES AND CONDITIONS

6.1            Currency

               Payment will be made in immediately available funds in US
               dollars.

6.2            Time and Means of Payment

               Payment will be made by the Buyer to the Seller within
               thirty (30) days from the date of invoice. It is also agreed
               that the Seller will provide the Buyer with a credit equal
               to one percent (1%) of each payment, provided such payment
               is received within ten (10) days from the date of invoice.

6.3            Bank Accounts

               The Buyer will make all payments hereunder in full without
               setoff or counterclaim, and without deduction of any kind to
               the accounts listed below, unless otherwise directed by
               the Seller:

               (a)    For wire transfer, in favor of Airbus Service Company:

                      CoreStates Bank N.A.
                      Account Number 14096-31312
                      ABA Number 031000011

               (b)    For direct deposit (lockbox), in favor of Airbus Service
                      Company:

                      Airbus Service Company
                      PO Box 8500-4555
                      Philadelphia, PA 19178-4555

6.4            No Setoff

               All payments due the Seller hereunder will be made in full
               without setoff or counterclaim and without deduction or
               withholding of any kind. Consequently, the Buyer will assure
               that the sums received by the Seller under this Letter
               Agreement will be equal to the full amounts expressed to be
               due the Seller hereunder.

6.5            If any payment due the Seller is not received in accordance
               with the time period provided above in Subparagraph 6.2, the
               Seller will have the right to claim from the Buyer and the
               Buyer will promptly pay to the Seller interest on the unpaid
               amount at a rate equal to three percent (3%) over LIBOR to
               be calculated from (and including) the due date to (but
               excluding) the date payment is received by the Seller. The
               Seller's claim to such interest will not prejudice any other
               rights the Seller may have under this Letter Agreement.

7.             TITLE

               Title to any Material purchased under this Letter Agreement
               will ***.

8.             PACKAGING

               All material will be packaged in accordance with ATA 300
               specification, Category III for consumable/expendable
               Material and Category II for rotables. Category I containers
               will be used if requested by the Buyer and the difference
               between Category I and Category II packaging costs will be
               paid by the Buyer together with payment for the respective
               Material.

9.             DATA RETRIEVAL

               On the Seller's reasonable request, the Buyer may provide
               periodically to the Seller, during the Term, a quantitative
               list of the parts used for maintenance and overhaul of the
               Aircraft as customarily compiled by the Buyer and pertaining
               to the operation of the Aircraft to assist the Seller in
               making an efficient and coordinated survey of spare parts
               data with a view to improving maintenance and overhaul of
               the Aircraft. The range and contents of this list will be
               established by mutual agreement between the Seller and the
               Buyer.

10.            BUY-BACK

10.1           Buy-Back of Obsolete Material

               The Seller agrees to buy back unused Seller Parts that may
               become obsolete for the Buyer's fleet *** to the Buyer as a
               result of mandatory modifications required by the Buyer's or
               Seller's airworthiness authorities, subject to the
               following:

               (a)    the Seller Parts involved will be those which the
                      Seller directs the Buyer to scrap or dispose of and
                      which cannot be reworked or repaired to satisfy the
                      revised standard;

               (b)    the Seller will grant the Buyer a credit equal to the
                      purchase price paid by the Buyer for any such
                      obsolete parts, such credit being limited to
                      quantities ordered in the Initial Provisioning
                      recommendation; and

               (c)    the Seller will use its reasonable efforts to obtain
                      for the Buyer the same protection from Vendors.

10.2           Buy-Back of Surplus Material

10.2.1         The Seller agrees that at any time within twelve (12) months
               after the end of the Initial Provisioning Period, the Buyer
               will have the right to return to the Seller, at a credit of
               one hundred percent (100%) of the original purchase price
               paid by the Buyer, unused and undamaged Material set forth
               above in Subparagraphs 1.1(a) and 1.1(b) originally
               purchased from the Seller under the terms hereof, provided
               (i) that the selected protection level for all Material does
               not exceed ninety-six percent (96%) with a turnaround time
               of forty-five (45) days, (ii) ***, and (iii) that the
               Material is returned with the Seller's original
               documentation and any such documentation (including tags,
               certificates) required to identify, substantiate the
               condition of and enable the resale of such Material.

10.2.2         The Seller's agreement in writing is necessary before any
               Material in excess of the Seller's recommendation may be
               considered for buy-back.

10.2.3         It is expressly understood and agreed that the rights
               granted to the Buyer under this Subparagraph 10.2 will not
               apply to Material that may become obsolete at any time or
               for any reason other than as set forth in Subparagraph 10.1
               above.

10.2.4         Further, it is expressly understood and agreed that all
               credits referred to above in Subparagraph 10.1(b) will be
               provided by the Seller to the Buyer exclusively by means of
               credit notes to be entered into the Buyer's account with the
               Seller for
               Material.

10.3           All transportation costs for the return of obsolete and
               surplus Material under this Paragraph 10, including any
               applicable insurance and customs duties or other related
               expenditures, will be borne by the Seller, in the case of
               obsolete Material and by the Buyer, in the case of surplus
               Material.

11.            WARRANTIES

               The Seller in its capacity as "Buyer" under its arrangements
               with the Manufacturer has negotiated and obtained the
               following warranties for Seller Parts from the Manufacturer,
               in its capacity as "Seller", with respect to the Seller
               Parts, subject to the terms, conditions, limitations and
               restrictions all as hereinafter set out. The Seller hereby
               guarantees to the Buyer the performance by the Manufacturer
               of the Manufacturer's obligations and assigns to the Buyer,
               and the Buyer hereby accepts, all of the rights and
               obligations of the Seller in the Seller's capacity as
               "Buyer" as aforesaid under the said warranties for Seller
               Parts delivered to the Buyer pursuant to this Letter
               Agreement and the Seller subrogates the Buyer as to all such
               rights and obligations in respect of such Seller Parts. The
               Seller hereby warrants to the Buyer that the Seller has all
               the requisite authority to make the foregoing assignment and
               effect the foregoing subrogation to and in favor of the
               Buyer and that the Seller will not enter into any amendment
               of the provisions so assigned or subrogated without the
               prior written consent of the Buyer. Capitalized terms
               utilized in the following provisions have the meanings
               assigned thereto in this Letter Agreement, except that the
               term "Seller" refers to the Manufacturer and the term
               "Buyer" refers to the Seller. References to clauses and
               paragraphs in the following provisions refer to clauses in
               the Agreement and/or to paragraphs in this Letter Agreement.

QUOTE

11.1           Seller Parts

               Subject to the limitations and conditions as hereinafter
               provided, the Seller warrants to the Buyer that all Seller
               Parts as defined above in Subparagraph 1.1(a) will at the
               time of delivery to the Buyer:

               (a)    be free from defects in material,

               (b)    be free from defects in workmanship, including,
                      without limitation, processes of manufacture,

               (c)    conform to the applicable specification for such part,

               (d)    be free from defects in design (including, without
                      limitation, selection of materials) having regard to
                      the state of the art at the date of such design,

               (e)    permit complete interchangeability among Aircraft and
                      parts of like part-numbered parts, and

               (f)    be free and clear of all liens and other encumbrances.

11.2           Warranty Period

               The standard warranty period for defects (i) for Seller
               Parts defined above in Subparagraphs 1.1(a) is thirty-six
               (36) months after delivery of such Seller Parts to the Buyer
               (the "Warranty Period(s)").

11.3           Buyer's Remedy and Seller's Obligation

               The Buyer's remedy and Seller's obligation and liability
               under this Paragraph 11 are limited to, at the Seller's
               expense, the repair, replacement or correction of, any
               defective Seller Part, ***.

               The Seller, at its option, may furnish a credit to the Buyer
               for the future purchase of Seller Parts equal to the price
               at which the Buyer is then entitled to acquire a replacement
               for the defective Seller Part.

               The provisions of Subclauses 12.1.5, 12.1.6, 12.1.7 and
               12.1.8 of the Agreement will, as applicable, also apply to
               this Paragraph 11.

11.4           Exclusivity of Warranties and General Limitations of Liability
               and Duplicate Remedies

               The Buyer and the Seller recognize and agree that the
               Exclusivity of Warranties and General Limitations of
               Liability provisions and the Duplicate Remedies provisions
               contained in Clause 12 of the Agreement will also apply to
               the foregoing warranties provided for in this Paragraph 11.

UNQUOTE


               In consideration of the assignment and subrogation by the
               Seller under this Paragraph 11 in favor of the Buyer in
               respect of the Seller's rights against and obligations to
               the Manufacturer under the provisions quoted above, the
               Buyer hereby accepts such assignment and subrogation and
               agrees to be bound by all of the terms, conditions and
               limitations therein contained.

               EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS
               OF LIABILITY AND DUPLICATE REMEDIES

               THIS PARAGRAPH 11 (INCLUDING ITS SUBPROVISIONS) SETS FORTH
               THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND
               EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE
               REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS LETTER
               AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
               NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY SELLER PART
               DELIVERED UNDER THIS LETTER AGREEMENT.

               THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND
               REMEDIES IN THIS PARAGRAPH 11 ARE ADEQUATE AND SUFFICIENT TO
               PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR
               PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER
               THIS LETTER AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND
               RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND
               LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND
               REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR
               IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE,
               WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF
               ANY KIND IN ANY SELLER PART DELIVERED UNDER THIS LETTER
               AGREEMENT, INCLUDING BUT NOT LIMITED TO, UNLESS OTHERWISE
               PROVIDED FOR IN THIS PARAGRAPH 11:

               (1)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                      PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE;

               (2)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

               (3)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, INCLUDING ACTIONS
                      FOR NEGLIGENCE, RECKLESSNESS, INTENTIONAL TORTS, IMPLIED
                      WARRANTY IN TORT AND/OR STRICT LIABILITY;

               (4)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                      COMMERCIAL CODE, OR ANY OTHER STATE OR FEDERAL STATUTE;

               (5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY
                      REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL,
                      NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;

               (6)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE
                      COMPENSATED FOR:

                      (a)    LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                             COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                             UNDER THE AGREEMENT;

                      (b)    LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                             COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                             UNDER THE AGREEMENT;

                      (c)    LOSS OF PROFITS AND/OR REVENUES;

                      (d)    ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

               THE WARRANTIES PROVIDED BY THIS LETTER AGREEMENT WILL NOT BE
               EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT
               SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY
               PROVISION OF THIS PARAGRAPH 11 SHOULD FOR ANY REASON BE HELD
               UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS
               PARAGRAPH 11 WILL REMAIN IN FULL FORCE AND EFFECT.

               The remedies provided to the Buyer under this Paragraph 11
               as to any defect in respect of the Aircraft or any part
               thereof are not cumulative. The Buyer will be entitled to
               the one remedy that provides the maximum benefit to it, as
               the Buyer may elect, pursuant to the terms and conditions of
               this Paragraph 11 for any such particular defect for which
               remedies are provided under this Paragraph 11; provided,
               however, that, ***, the Buyer will not be entitled to elect
               a remedy under one part of this Paragraph 11 that
               constitutes a duplication of any remedy elected by it under
               any other part hereof for the same defect. The Buyer's
               rights and remedies herein *** arising under these
               warranties *** covered by this Paragraph 11.

12.            LEASING

12.1           Applicable Terms

               The terms and conditions of this Paragraph 12 will apply to
               the Lessor's (as defined below) stock of Seller Parts listed
               in Appendix "A" to this Paragraph 12 ("Leased Parts") and
               will form a part of each lease of any Leased Part by the
               Buyer from the Seller after the date hereof. Except for the
               description of the Leased Part, the Lease Term, the Leased
               Part delivery and return locations and the Lease Charges
               (defined below in Subparagraph 12.4), all other terms and
               conditions appearing on any order form or other document
               pertaining to Leased Parts will be deemed inapplicable, and
               in lieu thereof the terms and conditions of this Paragraph
               12 will prevail. For purposes of this Paragraph 12, the term
               "Lessor" refers to the Seller and the term "Lessee" refers
               to the Buyer. Parts not included in Appendix "A" to this
               Paragraph 12 may be supplied under a separate lease
               agreement between the Seller and the Buyer.

12.2           Lease Procedure: Spare Parts Leased

               At the Lessee's request by telephone (to be confirmed
               promptly in writing), telegram, letter or other written
               instrument, the Lessor will lease Leased Parts, which will
               be made available in accordance with Subparagraph 4.2.3 of
               this Letter Agreement, to the Lessee as substitutes for
               parts withdrawn from an Aircraft for repair or overhaul.
               Each lease of Leased Parts will be evidenced by a lease
               document ("Lease") issued by the Lessor to the Lessee no
               later than seven (7) days after delivery of the Leased Part.

12.3           Lease Term: Return

               The term of the lease ("Lease Term") will commence on the
               date of receipt of the Leased Part by the Lessee or its
               agent at the Lessee's facility in a serviceable condition
               and will end on the date of receipt at the Lessor's facility
               of the Leased Part in a serviceable condition. The Lease
               Term will not exceed ninety (90) days after the Lessee's
               receipt of the Leased Part, unless extended by written
               agreement between Lessor and Lessee within such ninety
               (90)-day period (such extension not to exceed an additional
               ninety (90) days). Notwithstanding the foregoing, the Lease
               Term will end in the event, and upon the date, of exercise
               of the Lessee's option to purchase the Leased Part, as
               provided herein.

12.4           Lease Charges and Taxes

               The Lessee will pay the Lessor (a) a daily rental charge for
               the Lease Term in respect of each Leased Part equal to
               one-three-hundred-sixty-fifth (1/365) of the Catalog Price
               of such Leased Part, as set forth in the Seller's Spare
               Parts Price List in effect on the date of commencement of
               the Lease Term, (b) any reasonable additional costs which
               may be incurred by the Lessor solely and directly as a
               result of such Lease, such as inspection, test, repair,
               overhaul and repackaging costs as required to place the
               Leased Part in serviceable condition, (c) all transportation
               and insurance charges and (d) any taxes (excluding any taxes
               based on income or gross receipts), charges or customs
               duties imposed upon the Lessor or its property as a result
               of the lease, sale, delivery, storage or transfer of any
               Leased Part (the "Lease Charges"). All payments due
               hereunder will be made in accordance with Paragraph 6 of
               this Letter Agreement.

               In the event that the Leased Part has not been returned to
               the Lessor's designated facilities within the time period
               provided in Subparagraph 12.3 above, the Lessor will be
               entitled, in addition to any other remedy it may have at law
               or under this Paragraph 12, to charge to the Lessee, and the
               Lessee will pay, all of the charges referred to in this
               Subparagraph 12.4 accruing for each day after the end of the
               Lease Term and for as long as such Leased Part is not
               returned to the Lessor and as though the Lease Term were
               extended to the period of such delay.

               Notwithstanding the foregoing, the Lessor hereby agrees not
               to charge the Lessee any daily rental charge as referred to
               above in Subparagraph 12.4(a) from the date that is ninety
               (90) days after the date of receipt of the Leased Part by
               the Lessee, provided that (i) the Lessee reasonably
               demonstrates that the repair station designated by the
               Lessor and to which the Lessee has sent the damaged item
               (which is the cause of the lease described in this Paragraph
               12) (the "Damaged Item") has failed to perform the repair of
               the Damaged Item within ninety (90) days, and (ii) the
               repair station is unable to provide adequate and
               satisfactory reasons for its nonperformance.

12.5           Title

               Title to each Leased Part will remain with the Lessor at all
               times unless the Lessee exercises its option to purchase or
               exchange it in accordance with Subparagraph 12.8 of this
               Letter Agreement, in which case title will pass to the
               Lessee in accordance with Paragraph 7 of this Letter
               Agreement.

12.6           Risk of Loss

               Except for normal wear and tear, each Leased Part will be
               returned to the Lessor in the same condition as when
               delivered to the Lessee. However, the Lessee will not
               without the Lessor's prior written consent repair, modify or
               alter any Leased Part (other than routine maintenance). Risk
               of loss or damage to each Leased Part will remain with the
               Lessee until such Leased Part is redelivered to the Lessor
               at the return location specified in the applicable Lease. If
               a Leased Part is lost or damaged beyond repair, the Lessee
               will be deemed to have exercised its option to purchase the
               part in accordance with Subparagraph 12.8 of this Letter
               Agreement, as of the date of such loss or damage.

12.7           Record of Flight Hours

               All flight hours accumulated by the Lessee on each Leased
               Part during the Lease Term will be documented by the Lessee.
               Records will be delivered to the Lessor upon return of such
               Leased Part to the Lessor. In addition, all documentation
               pertinent to inspection, maintenance and/or rework of the
               Leased Part to maintain said Leased Part serviceable in
               accordance with the standards of the Lessor will be
               delivered to the Lessor upon return of the Leased Part to
               the Lessor on termination of the Lease.

               Such documentation will include but not be limited to
               evidence of incidents such as hard landings, abnormalities
               of operation and corrective action taken by the Lessee as a
               result of such incidents.

12.8           Option to Purchase

               The Lessee may at its option, exercisable by written notice
               given to the Lessor, elect during or at the end of the Lease
               Term to purchase the Leased Part, in which case the then
               current purchase price for such Leased Part as set forth in
               the Seller's Spare Parts Price List will be paid by the
               Lessee to the Lessor. The immediately preceding sentence
               will apply to new Leased Parts only. In the event the Leased
               Part is not new at commencement of the Lease Term,
               eighty-five percent (85%) of the then current purchase price
               for such Leased Part will be paid by the Lessee to the
               Lessor. Such option will be contingent upon the Lessee
               providing the Lessor with evidence satisfactory to the
               Lessor that the original part fitted to the Aircraft is
               beyond economical repair. Should the Lessee exercise such
               option, *** of the Lease rental charges already invoiced
               pursuant to Subparagraph 12.4 (a) will be credited to the
               Lessee against the said purchase price of the Leased Part.

               Should the Lessee fail to return the Leased Part to the
               Lessor at the end of the Lease Term, such failure will be
               deemed to be an election by the Lessee to purchase the
               Leased Part.

               In the event of purchase, the Leased Part will be warranted
               in accordance with Clause 11 of this Letter Agreement as
               though such Leased Part were a Seller Part, provided,
               however, that (i) the Seller will prorate the full Warranty
               Period granted to the Buyer according to the actual usage of
               such Leased Part and (ii) in no event will such Warranty
               Period be less than six (6) months from the date of purchase
               of such Leased Part. A warranty granted under this
               Subparagraph 12.8.3 will be in substitution for the warranty
               granted under Subparagraph 12.9 at the commencement of the
               Lease Term.

12.9           Warranties

               The Lessor, in its capacity as "Lessee," under its
               arrangements with the Manufacturer, in its capacity as
               "Lessor," has negotiated and obtained the following
               warranties from the Manufacturer with respect to the Leased
               Parts, subject to the terms, conditions, limitations and
               restrictions all as hereinafter set out. The Lessor hereby
               assigns to the Lessee, and the Lessee hereby accepts, all of
               the rights and obligations of the Lessor in the Lessors's
               capacity as "Lessee" as aforesaid under the said warranties
               and the Lessor subrogates the Lessee as to all such rights
               and obligations in respect of Leased Parts during the Lease
               Term with respect thereto. The Lessor hereby warrants to the
               Lessee that the Lessor has all requisite authority to make
               the foregoing assignment and effect the foregoing
               subrogation to and in favor of the Lessee and that the
               Lessor will not enter into any amendment of the provisions
               so assigned or subrogated without the prior written consent
               of the Lessee. Capitalized terms utilized in the following
               provisions have the meanings assigned thereto in this Letter
               Agreement, except that the term "Lessor" refers to the
               Manufacturer and the term "Lessee" refers to the Lessor.
               References to clauses and paragraphs in the following
               provisions refer to clauses in the Agreement and/or to
               paragraphs in this Letter Agreement.

QUOTE

12.9.1         The Lessor warrants that each Leased Part will at the time
               of delivery thereof:

               (a)    be free from defects in material,

               (b)    be free from defects in workmanship, including,
                      without limitation, processes of manufacture,

               (c)    conform to the applicable specification for such part,

               (d)    be free from defects in design (including, without
                      limitation, selection of materials) having regard to
                      the state of the art at the date of such design,

               (e)    permit complete interchangeability among Aircraft and
                      parts of like part-numbered parts, and

               (f)    be free and clear of all liens and other encumbrances.

12.9.2         Survival of Warranties

               With respect to each Leased Part, the warranty set forth
               above in Subparagraph 12.9.1(a) will not survive delivery,
               and the warranties set forth above in Subparagraphs
               12.9.1(b) through 12.9.1(f) will survive delivery only upon
               the conditions and subject to the limitations set forth
               below in Subparagraphs 12.9.3 through 12.9.8.

12.9.3         Warranty and Notice Periods

               The Lessee's remedy and the Lessor's obligation and
               liability under this Subparagraph 12.9, with respect to each
               defect, are conditioned upon (i) the defect having become
               apparent within the Lease Term and (ii) the Lessor's
               warranty administrator having received written notice of the
               defect from the Lessee within *** of discovering the defect
               giving rise to a warranty claim under this Subparagraph
               12.9, but in no event later than *** after such defect
               becomes apparent.

12.9.4         Return and Proof

               The Lessee's remedy and the Lessor's obligation and
               liability under this Subparagraph 12.9, with respect to each
               defect, are also conditioned upon:

               (a)    the return by the Lessee as soon as practicable to
                      the return location specified in the applicable
                      Lease, or such other place as may be mutually
                      agreeable, of the Leased Part claimed to be
                      defective, and

               (b)    the submission by the Lessee to the Lessor's warranty
                      administrator of reasonable proof that the claimed
                      defect is due to a matter embraced within the
                      Lessor's warranty under this Subparagraph 12.9 and
                      that such defect did not result from any act or
                      omission of the Lessee, including but not limited to
                      any failure to operate or maintain the Leased Part
                      claimed to be defective or the Aircraft in which it
                      was installed in accordance with the Lessee's
                      FAA-approved maintenance program.

12.9.5         Remedies

               The Lessee's remedy and the Lessor's obligation and
               liability under this Subparagraph 12.9 with respect to each
               defect are limited to the repair of such defect in the
               Leased Part in which the defect appears, or, as mutually
               agreed, to the replacement of such Leased Part with a
               similar part free from defect.

               Any replacement part furnished under this Subparagraph
               12.9.5 will for the purposes of this Letter Agreement be
               deemed to be the Leased Part so replaced.

12.9.6         Suspension and Transportation Costs

12.9.6.1       If a Leased Part is found to be defective and is covered by
               this warranty, the Lease Term and the Lessee's obligation to
               pay rental charges as provided in Subparagraph 12.4(a) of
               this Letter Agreement will be suspended from the date on
               which the Lessee notifies the Lessor of such defect until
               the date on which the Lessor has repaired, corrected or
               replaced the defective Leased Part, provided, however, that
               the Lessee has withdrawn such defective Leased Part from
               use, promptly after giving such notice to the Lessor. If the
               defective Leased Part is replaced, such replacement will be
               deemed to no longer be a Leased Part under the Lease as of
               the date on which such part was received by the Lessor at
               the return location specified in the applicable Lease.

               If a Leased Part is found to be defective on first use by
               the Lessee and is covered by this warranty, no rental or
               other charges as provided in Subparagraph 12.4(a) will
               accrue and be payable by the Lessee until the date on which
               the Lessor has repaired, corrected or replaced the defective
               Leased Part in a manner satisfactory to the Lessee.

12.9.6.2       All transportation and insurance costs associated with the
               return of the defective Leased Part to the Lessor and the
               return of the repaired, corrected or replacement part to the
               Lessee will be borne by the Lessor.

12.9.7         Wear and Tear

               Normal wear and tear and the need for regular maintenance
               and overhaul will not constitute a defect or nonconformance
               under this Subparagraph 12.9.

12.9.8         Exclusivity of Warranties and General Limitations of Liability
               and Duplicate Remedies

               The Lessee and the Lessor recognize and agree that the
               Exclusivity of Warranties and General Limitations of
               Liability provisions and the Duplicate Remedies provisions
               contained in Clause 12 of the Agreement will also apply to
               the foregoing warranties provided for in this Subparagraph
               12.9.

UNQUOTE

               In consideration of the assignment and subrogation by the
               Seller under this Subparagraph 12.9 in favor of the Buyer in
               respect of the Seller's rights against and obligations to
               the Manufacturer under the provisions quoted above, the
               Buyer hereby accepts such assignment and subrogation and
               agrees to be bound by all of the terms, conditions and
               limitations therein contained.

               EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS
               OF LIABILITY and DUPLICATE REMEDIES

               THIS PARAGRAPH 12 (INCLUDING ITS SUBPROVISIONS) SETS FORTH
               THE EXCLUSIVE WARRANTIES, EXCLUSIVE LIABILITIES AND
               EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE
               REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS LETTER
               AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
               NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY LEASED PART
               DELIVERED UNDER THIS LETTER AGREEMENT.

               THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND
               REMEDIES IN THIS PARAGRAPH 12 ARE ADEQUATE AND SUFFICIENT TO
               PROTECT THE BUYER FROM ANY DEFECT OR NONCONFORMITY OR
               PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER
               THIS LETTER AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND
               RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND
               LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND
               REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR
               IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE,
               WITH RESPECT TO ANY NONCONFORMITY OR DEFECT OR PROBLEM OF
               ANY KIND IN ANY LEASED PART DELIVERED UNDER THIS LETTER
               AGREEMENT, INCLUDING BUT NOT LIMITED TO, UNLESS OTHERWISE
               PROVIDED FOR IN THIS PARAGRAPH 12:

               (1)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                      PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

               (2)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

               (3)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, INCLUDING ACTIONS
                      FOR NEGLIGENCE, RECKLESSNESS, INTENTIONAL TORTS, IMPLIED
                      WARRANTY IN TORT AND/OR STRICT LIABILITY;

               (4)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                      COMMERCIAL CODE, OR ANY OTHER STATE OR FEDERAL STATUTE;

               (5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY
                      REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL,
                      NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;

               (6)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE
                      COMPENSATED FOR:

                      (a)    LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                             COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                             UNDER THE AGREEMENT;

                      (b)    LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                             COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                             UNDER THE AGREEMENT;

                      (c)    LOSS OF PROFITS AND/OR REVENUES;

                      (d)    ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

               THE WARRANTIES PROVIDED BY THIS LETTER AGREEMENT WILL NOT BE
               EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT
               SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY
               PROVISION OF THIS PARAGRAPH 12 SHOULD FOR ANY REASON BE HELD
               UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS
               PARAGRAPH 12 WILL REMAIN IN FULL FORCE AND EFFECT.

               The remedies provided to the Buyer under this Paragraph 12
               as to any defect in respect of the Aircraft or any part
               thereof are not cumulative. The Buyer will be entitled to
               the one remedy which provides the maximum benefit to it, as
               the Buyer may elect, pursuant to the terms and conditions of
               this Paragraph 12 for any such particular defect for which
               remedies are provided under this Paragraph 12; provided,
               however, that, ***, the Buyer will not be entitled to elect
               a remedy under one part of this Paragraph 12 which
               constitutes a duplication of any remedy elected by it under
               any other part hereof for the same defect. The Buyer's
               rights and remedies *** arising under these warranties ***
               covered by this Paragraph 12.4.


                                                  APPENDIX "A" TO CLAUSE 12

                         SELLER PARTS LEASING LIST

                               (Leased Parts)


AILERONS

AUXILIARY POWER UNIT (APU) DOORS

CARGO DOORS

PASSENGER DOORS

ELEVATORS

FLAPS

LANDING GEAR DOORS

RUDDER

TAIL CONE

WING SLATS

SPOILERS

AIRBRAKES

WING TIPS

RADOMES



13.            TURN-AROUND-TIME ***

13.1           In respect of Seller Parts (excluding Leased Parts), the
               Seller *** from receipt of a given Seller Part at the repair
               facility to dispatch of the repaired Seller Part to the
               Buyer's facility ("Seller Part TAT"). Should the Seller
               determine that the Seller Part TAT will not be met, the
               Seller will promptly notify the Buyer and ***.

13.2           In respect of Leased Parts (other than nose gear and main
               landing gear), the Seller *** from receipt of a given Leased
               Part at the repair facility to dispatch of the repaired
               Leased Part to the Buyer's facility ("Leased Part TAT").
               During this ***, conditions outlined in the first paragraph
               of Subparagraph 12.4 above will apply. Should the Seller
               determine that the Leased Part TAT will not be met, the
               Seller will promptly notify the Buyer and ***.

13.3           In respect of the nose gear and main landing gear, the
               Seller *** from receipt of a given component at the repair
               facility to dispatch of the repaired component to the
               Buyer's facility ("Gear TAT"). With respect to any
               replacement component the Buyer temporarily leases during
               this ***, the Buyer will pay the Seller ***.

13.4           In respect of Vendor spare parts, *** are set forth in the
               Supplier Product Support Agreements. ***

14.            TERMINATION

               Any termination under Clause 10, 11 or 21 of the Agreement
               or under the Letter Agreements thereto will discharge all
               obligations and liabilities of the parties hereunder with
               respect to such undelivered Material, services, data or
               other items to be purchased hereunder that are applicable to
               those undelivered Aircraft as to which the Agreement has
               been terminated. Termination under this Paragraph 14
               notwithstanding new and unused Material in excess of the
               Buyer's requirements due to such Aircraft cancellation will
               be repurchased by the Seller as provided in Subparagraph
               10.2 of this Letter Agreement.

15.            ASSIGNMENT

               If the foregoing correctly sets forth our understanding,
               please execute the original and one (1) copy hereof in the
               space provided below and return a copy to the Seller.

                                       Very truly yours,

                                       AVSA, S.A.R.L.


                                       By:      /s/ Christophe Mourey
                                              -----------------------------
                                       Its:   Chief Executive Officer

                                       Date:  October 31, 1997



Accepted and Agreed

US Airways Group, Inc.



By:   /s/ Thomas A. Fink
      ----------------------
Its:   Treasurer

Date: October 31, 1997





                           LETTER AGREEMENT NO. 2


                                                     As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:   DELIVERIES

Ladies and Gentlemen:

               US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A319/A320/A321 Purchase
Agreement dated as of even date herewith (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 Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 2 (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement. The terms "herein," "hereof"
and "hereunder" and words of similar import refer to this Letter Agreement.

               Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.


1.             ***

2.             RECONFIRMABLE AIRCRAFT

               In order to provide the Buyer with flexibility to meet its
               future fleet mix requirements, the Seller grants the Buyer
               the right to reconfirm its order for each and any
               Reconfirmable Aircraft. The Buyer will notify the Seller in
               writing by no later than *** (***) *** before the scheduled
               month of delivery of a Reconfirmable Aircraft as to whether
               it reconfirms the order for the applicable Reconfirmable
               Aircraft.

               In respect of Reconfirmable Aircraft for which the Buyer
               does not reconfirm its order, ***. Upon such
               nonreconfirmation, the Buyer's rights with respect to the
               Reconfirmable Aircraft that was not reconfirmed will expire
               and the parties will have no further obligations to one
               another with respect to such Reconfirmable Aircraft.

3.             *** DELIVERIES

3.1            ***

3.2            ***

4.             ***

4.1            ***

4.2            ***

5.             LEASED AIRCRAFT

               If the Buyer wishes to lease A319, A320 or A321 aircraft,
               the Seller will assist the Buyer in locating such aircraft
               (the "Leased Aircraft") from leasing companies. In the event
               that the Leased Aircraft need to have a ***.

6.             ***

6.1            ***

               ***

6.2            ***

7.             EXCUSABLE DELAYS

7.1            Unanticipated Delay


               Subclause 10.2 of the Agreement is hereby amended as
               follows:

               ***

               The remainder of such Subclause 10.2 remains unchanged.

               ***

               The remainder of such Subclause 10.3 remains unchanged.

8.             INEXCUSABLE DELAYS

8.1            Subclause 11.1 of the Agreement is hereby amended as follows:

               ***

8.2            Subclause 11.4 of the Agreement is hereby amended as follows:

               ***

9.             ***

               The Seller will consider in good faith a request of the
               Buyer to ***. The Buyer will pay all of the Seller's
               out-of-pocket expenses arising out of ***.

10.            BUYER FURNISHED EQUIPMENT

               ***

11.            ASSIGNMENT

               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 11 will be void and of no force
               or effect. Notwithstanding the preceding sentence, the terms
               of Subclauses 19.5 and 19.6 of the Agreement will apply to
               this Letter Agreement.

               If the foregoing correctly sets forth our understanding,
               please execute the original and one (1) copy hereof in the
               space provided below and return a copy to the Seller.


                                       Very truly yours,

                                       AVSA, S.A.R.L.


                                       By:      /s/  Christophe Mourey
                                              ---------------------------
                                       Its:   Chief Executive Officer

                                       Date:  October 31, 1997


Accepted and Agreed

US Airways Group, Inc.



By:   /s/ Thomas A. Fink
      --------------------
Its:  Treasurer

Date: October 31, 1997





                           LETTER AGREEMENT NO. 3


                                                     As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:            ADDITIONAL AIRCRAFT

Ladies and Gentlemen:

               US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A319/A320/A321 Purchase
Agreement dated as of even date herewith (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 Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 3 (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement. The terms "herein," "hereof"
and "hereunder" and words of similar import refer to this Letter Agreement.

               Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.


1.             SCOPE

               The terms and conditions set out in the Agreement will be
               extended to apply for the Additional Aircraft, so long as
               all deliveries for the Additional Aircraft are scheduled by
               ***. However, in the event that the Manufacturer's
               Commercial Constraints prevent the Seller from scheduling
               delivery of an Additional Aircraft by ***, such deadline
               will be extended to such later delivery date relating to the
               applicable Additional Aircraft.

2.             DELIVERIES

               Upon the Buyer's written request from time to time, the
               Seller will offer the Buyer delivery positions for
               Additional Aircraft by month and year subject to the
               Manufacturer's Commercial Constraints and Industrial
               Constraints at the time of request. ***

               Delivery positions offered by the Seller for Additional
               Aircraft will be held for the Buyer during the five (5)
               Working Day period following the Seller's offer. The Buyer
               may exercise its option to purchase each such Additional
               Aircraft by written notice to the Seller and by making any
               Predelivery Payment then due as set forth in Subclause
               6.2.2.2 of the Agreement. ***

3.             ***

3.1            ***

3.2            ***

4.             ASSIGNMENT

               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. Notwithstanding the preceding sentence, the terms
               of Subclauses 19.5 and 19.6 of the Agreement will apply to
               this Letter Agreement.

               If the foregoing correctly sets forth our understanding,
               please execute the original and one (1) copy hereof in the
               space provided below and return a copy to the Seller.

                                         Very truly yours,

                                         AVSA, S.A.R.L.


                                         By:      /s/ Christophe Mourey
                                                --------------------------
                                         Its:   Chief Executive Officer

                                         Date:  October 31, 1997


Accepted and Agreed

US Airways Group, Inc.



By:   /s/  Thomas A. Fink
      ---------------------
Its:   Treasurer

Date: October 31, 1997




                           LETTER AGREEMENT NO. 4


                                                     As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:            CONVERSION RIGHTS

Ladies and Gentlemen:

               US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A319/A320/A321 Purchase
Agreement dated as of even date herewith (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 Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 4 (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement. The terms "herein," "hereof"
and "hereunder" and words of similar import refer to this Letter Agreement.

               Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.


1.             CONVERSION RIGHT

1.1            In order to provide the Buyer with additional flexibility to
               meet its future fleet mix requirements, the Seller grants
               the Buyer aircraft type conversion rights under the terms
               and conditions contained in this Paragraph 1 (the
               "Conversion Right").

               (i)    The Conversion Right will grant the Buyer the right
                      to convert from time to time into either A319 model
                      aircraft, A320 model aircraft or A321 model aircraft

                      (a)    *** scheduled to be delivered as set forth in
                             Clause 9 of the Agreement ***, and

                      (b)    *** scheduled to be delivered as set forth in
                             Clause 9 of the Agreement.

               (ii)   The Conversion Right will be exercised by the Buyer
                      no later than

                      (a)    ***, and

                      (b)    ***.

                      The Seller will endeavor to ***, subject to (i) the
                      Manufacturer's then existing Commercial Constraints
                      and Industrial Constraints and (ii) offers to other
                      carriers.

                      Further, should the Seller or the Manufacturer or any
                      of their Affiliates engaged in the sale of aircraft
                      of the same type as the Aircraft ***.

               (iii)  The Conversion Right will be subject to the
                      Manufacturer's Commercial Constraints and Industrial
                      Constraints at the time the Buyer elects to exercise
                      its Conversion Right.

1.2            The Buyer's exercise of its Conversion Right with respect to
               a particular Aircraft will result in an adjustment to the
               Predelivery Payment Reference Price and Predelivery Payments
               due in respect of the converted Aircraft (a "Converted
               Aircraft").

               If the Predelivery Payment Reference Price for a Converted
               Aircraft is higher than it was for the Aircraft from which
               it was converted (the "Original Aircraft"), then the
               difference between the Predelivery Payments the Buyer has
               paid and what it would have paid had the Converted Aircraft
               been an Original Aircraft will be due within three (3)
               Working Days of conversion, and conversion will be effective
               when the Buyer pays such difference.

               ***

2.             ***

               ***

3.             ASSIGNMENT

               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 3 will be void and of no force
               or effect. Notwithstanding the preceding sentence, the terms
               of Subclauses 19.5 and 19.6 of the Agreement will apply to
               this Letter Agreement.

               If the foregoing correctly sets forth our understanding,
               please execute the original and one (1) copy hereof in the
               space provided below and return a copy to the Seller.

                                        Very truly yours,

                                        AVSA, S.A.R.L.


                                        By:      /s/ Christophe Mourey
                                               ---------------------------
                                        Its:   Chief Executive Officer

                                        Date:  October 31, 1997


Accepted and Agreed

US Airways Group, Inc.



By:   /s/  Thomas A. Fink
      ---------------------
Its:   Treasurer

Date: October 31, 1997






                           LETTER AGREEMENT NO. 5



                                                     As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:             PURCHASE INCENTIVES

Ladies and Gentlemen:

               US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A319/A320/A321 Purchase
Agreement dated as of even date herewith (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 Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 5 (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement. The terms "herein," "hereof"
and "hereunder" and words of similar import refer to this Letter Agreement.

               Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.


1.             ***

1.1            ***

               ***

1.2            ***

               ***

1.3            ***

               ***

1.4.           ***

               ***

1.5            ***

               ***

1.6            ***

1.7            ***

1.7.1          ***

1.7.2          ***

1.8            ***

2.             ***

2.1            ***

2.1.1          ***

2.1.2          ***

2.1.3          ***

2.2            ***

3.             PROPULSION SYSTEMS INCENTIVES

               Except as otherwise agreed to by the Buyer and the
               manufacturer of the Propulsion Systems and notified to the
               Seller, the Propulsion Systems Reference Prices for the
               engines and the CFM Credit are subject to escalation to the
               date of delivery of the applicable Aircraft by applying the
               Propulsion Systems' manufacturers' price revision formulas
               (set forth in Exhibit "H" to the Agreement) and to changes
               imposed by the Propulsion Systems' manufacturers.

               The Buyer will negotiate directly with the Propulsion Systems'
               manufacturers engine pricing, credits, escalation, and other
               commercial issues. As a result of such negotiation, the
               Propulsion Systems' manufacturer's price revision formula in
               Exhibit "H" to this Agreement may be revised.

4.             ASSIGNMENT

               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. Notwithstanding the preceding sentence, the terms
               of Subclauses 19.5 and 19.6 of the Agreement will apply to
               this Letter Agreement.

               If the foregoing correctly sets forth our understanding,
               please execute the original and one (1) copy hereof in the
               space provided below and return a copy to the Seller.

                                         Very truly yours,

                                         AVSA, S.A.R.L.


                                         By:      /s/  Christophe Mourey
                                                ---------------------------
                                         Its:   Chief Executive Officer

                                         Date:  October 31, 1997


Accepted and Agreed

US Airways Group, Inc.



By:   /s/ Thomas A. Fink
      --------------------
Its:   Treasurer

Date: October 31, 1997




                           LETTER AGREEMENT NO. 6


                                                     As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:            SPECIFICATION MATTERS

Ladies and Gentlemen:

               US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A319/A320/A321 Purchase
Agreement dated as of even date herewith (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 Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 6 (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement. The terms "herein," "hereof"
and "hereunder" and words of similar import refer to this Letter Agreement.

               Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.

1.             ***

               ***

2.             ***

2.1            ***

2.2            ***

3.             ***

3.1            ***

3.2            ***

3.3            ***

4.             AIRWORTHINESS DIRECTIVES

4.1            ***

4.2            ***

5.             ***

               ***

6.             SERVICE BULLETINS

               ***

7.             ENGINE CHOICE

               The Buyer has initially selected the CFM International
               Propulsion systems to equip the Aircraft.  Should the Buyer
               choose at a later stage to equip the Aircraft with International
               Aero Engines Propulsion Systems (the "New Propulsion Systems:),
               the Seller ***.

8.             ***

8.1            ***

8.2            ***

8.3            ***

9.             ASSIGNMENT


               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 8 will be void and of no force
               or effect. Notwithstanding the preceding sentence, the terms
               of Subclauses 19.5 and 19.6 of the Agreement will apply to
               this Letter Agreement.


               If the foregoing correctly sets forth our understanding,
               please execute the original and one (1) copy hereof in the
               space provided below and return a copy to the Seller.

                                            Very truly yours,

                                            AVSA, S.A.R.L.


                                            By:      /s/ Christophe Mourey
                                                   -------------------------
                                            Its:   Chief Executive Officer

                                            Date:  October 31, 1997

Accepted and Agreed

US Airways Group, Inc.



By:   /s/ Thomas A. Fink

Its:   Treasurer

Date: October 31, 1997





                           LETTER AGREEMENT NO. 7


                                                      As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re: PRODUCT SUPPORT

Ladies and Gentlemen:

               US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A319/A320 Purchase Agreement
dated as of even date herewith (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
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
7 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

               Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.


1.             PRODUCT SUPPORT RESPONSIVENESS

1.1            The Seller and the Manufacturer will promptly respond to,
               and deal with, any correspondence or request from the Buyer
               with respect to product support issues.

1.2            The precise contents of the product support package may be
               adjusted over time, by way of exchanges within the envelope
               of such package, to better match the Buyer's product support
               needs.

2.             WARRANTIES

2.1            Use of Credits

               ***

2.2            ***

2.3            ***

2.4            Vendor Warranty Period

2.4.1          ***

2.4.2          The Seller will assist the Buyer in its efforts ***.

2.5            No Fault-Found Policy

               The Seller has developed a "No Fault Found Policy" covering
               Vendor Parts and Seller Parts, as specified in the booklet
               SG-S/921.0067/96. Such policy will not be changed
               in a manner adverse to the Buyer.

3.             SERVICE LIFE POLICY

3.1            The Service Life Policy period specified in Subclause 12.2.2
               of the Agreement ***.

3.2            The Service Life Policy formula specified in Subclause
               12.2.3 of the Agreement ***.

4.             TECHNICAL PUBLICATIONS

4.1            The Buyer and the Seller agree that an integral portion of
               the Technical Publications product support is the
               implementation of a functioning "E-Pubs" system by the Buyer
               prior to delivery of the first Aircraft. Accordingly, the
               Buyer and the Seller will together devise a plan to (a) make
               available to the Buyer on such "E-Pubs" system all Technical
               Publications now only available on CD-ROM, (b) the Buyer and
               the Seller will commit to implement "E-Pubs" as soon as
               practicable, and (c) agree on the allocation of the costs
               of any necessary interim implementation.

4.2            Aircraft MSG-3 analysis will be provided to the Buyer as
               part of the Technical Publications package.

4.3            The Seller will provide the Buyer an interior and exterior
               aircraft placards manual specifying which placards are
               required for aircraft dispatch.

4.4            ***

4.5            On the Buyer's request, the Seller will provide the Buyer
               certification data for specific material, including
               flammability coupons, when such data is available to the
               Seller.

4.6            ***

5.             TRAINING

5.1            ***

5.2            ***

5.3            ***

5.4.1          At the Buyer's request, the Seller will provide the Buyer
               with *** data as developed by the Seller, ***.

5.4.2          ***

5.5            The Buyer will have access to the Seller's ***.

6.             MAINTENANCE PLANNING

6.1            ***

6.2            ***

7.             ENTRY-INTO-SERVICE

7.1            ***, the Seller will provide the Buyer with *** Customer
               Support Representatives and Maintenance Instructors ***.

7.2            The Seller and the Buyer will review the operations and
               maintenance of the Buyer's aircraft fleet after the end of
               the second year of the Buyer's operation of the Aircraft,
               ***.

8.             TOOLING

8.1            Following the Initial Provisioning Conference, the Buyer
               will endeavor to obtain from the relevant Vendors routine
               maintenance equipment and tooling prior to the delivery of
               the first Aircraft. The Seller will assist the Buyer in such
               process, ***.

8.2            ***

8.3            On the reasonable request of the Buyer, the Seller will
               cooperate with the Buyer in connection with the ***.

8.4            ***

9.             ***

9.1            ***

9.2            ***

9.3            ***

9.4            ***

9.5            ***


10.            ASSIGNMENT

               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 10 will be void and of no force
               or effect. Notwithstanding the preceding sentence, the terms
               of Subclauses 19.5 and 19.6 of the Agreement will apply to
               this Letter Agreement.


               If the foregoing correctly sets forth our understanding,
               please execute the original and one (1) copy hereof in the
               space provided below and return a copy to the Seller.

                                       Very truly yours,

                                       AVSA, S.A.R.L.


                                       By:      /s/  Christophe Mourey
                                              --------------------------
                                       Its:   Chief Executive Officer

                                       Date:  October 31, 1997

Accepted and Agreed

US Airways Group, Inc.


By:   /s/  Thomas A. Fink

Its:   Treasurer

Date: October 31, 1997






                          LETTER AGREEMENT NO. 8A




                                                   As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:            A319-112 PERFORMANCE GUARANTEES

Ladies and Gentlemen:

               US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L.
(the "Seller"), have entered into an Airbus A319/A320/A321 Purchase
Agreement dated as of even date herewith (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 Buyer and the Seller have agreed to set forth in this Letter
Agreement No. 8A (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the
meanings assigned thereto in the Agreement. The terms "herein," "hereof"
and "hereunder" and words of similar import refer to this Letter Agreement.

               Both parties agree that this Letter Agreement will
constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement will be governed by the provisions of said
Agreement, except that if the Agreement and this Letter Agreement have
specific provisions which are inconsistent, the specific provisions
contained in this Letter Agreement will govern.

               The Seller, in its capacity as "Buyer" under its arrangement
with the Manufacturer, has negotiated and obtained the following
performance and weight guarantees (the "Guarantees") from the Manufacturer,
in its capacity as "Seller" with respect to the Aircraft, subject to the
terms, conditions, limitations and restrictions all as hereinafter set out.
The Seller hereby guarantees to the Buyer the performance by the
Manufacturer of the Manufacturer's obligations and assigns to the Buyer and
the Buyer hereby accepts, as to each A319 Aircraft delivered to the Buyer
under the Agreement, all of the rights and obligations of the Seller with
respect to such A319 Aircraft in the Seller's capacity as "Buyer" as
aforesaid under the said Guarantees and the Seller subrogates the Buyer
into all such rights and obligations in respect of such A319 Aircraft. The
Seller hereby warrants to the Buyer that it has all the requisite authority
to make the foregoing assignment and effect the foregoing subrogation to
and in favor of the Buyer and that it will not enter into any amendment of
the provisions so assigned or subrogated without the prior written consent
of the Buyer.

               Capitalized terms used in the following quoted provisions
and not otherwise defined herein will have the meanings assigned thereto in
the Agreement except that the term "Seller" refers to the Manufacturer and
the term "Buyer" refers to the Seller (as defined in the Agreement).

QUOTE

           PREAMBLE

           The guarantees defined below (the "Guarantees") are applicable
           to the A319 Aircraft as described in the Technical Specification
           J.000.02000 Issue 3 dated 29 March 1995 amended by Specification
           Change Notices for:

           i)  the fitting CFM International CFM 56-5B-6 propulsion systems

           ii) the increase in the Maximum Take-Off Weight to 166,450 lb
               (75,500 kg)

           without taking into account any further changes thereto as
           provided in the Agreement.

           Notwithstanding the foregoing the Seller reserves the right to
           increase the Design Weights above the weights shown in the
           Specification in order to satisfy the Guarantees.

1          GUARANTEED PERFORMANCE

1.1        Take-off

1.1.1      FAR take-off field length at an A319 Aircraft gross weight of
           166,450 lb (75,500 kg) at the start of ground run at sea level
           pressure altitude at a temperature of 84(degree)F will be not
           more than a guaranteed value of 8,980 feet.

1.1.2      When operated under the following conditions (representative of
           PHX 08R):

           Pressure altitude                       : 1,133 ft
           Ambient temperature                     : 100(degree)F
           Take-off run available ("TOR")          : 10,300 feet
           Take-off distance available             : 10,300 feet
           Accelerate-stop distance available      : 10,300 feet
           Slope                                   : 0.20% uphill
           Wind                                    : Zero
           Obstacles (height and distance          : 15 feet/1,438 feet
                      from end of TOR)             : 418 feet/17,285 feet

           the maximum permissible weight at the start of ground run will
           be not less than a guaranteed value of 158,250 lb.

1.1.3      When operated under the following conditions (representative of
           DEN 09):

           Pressure altitude                       : 5,431 ft
           Ambient temperature                     : 84(degree)F
           Take-off run available ("TOR")          : 12,000 feet
           Take-off distance available             : 12,000 feet
           Accelerate-stop distance available      : 12,000 feet
           Slope                                   : 0.01% uphill
           Wind                                    : Zero
           Obstacles                               : None

           the maximum permissible weight at the start of ground run will
           be not less than a guaranteed value of 158,700 lb.

1.2        Second Segment

           The A319 Aircraft will meet FAR 25 regulations for one engine
           inoperative climb after takeoff, undercarriage retracted, at a
           weight corresponding to the stated weight at the start of ground
           run at the altitude and temperature and in the configuration of
           flap angle and safety speed required to comply with the
           performance guaranteed in Subparagraph 1.1.

1.3        Initial Cruise Altitude

           At an A319 Aircraft gross weight of 145,000 lb in
           ISA+10(degree)C conditions the pressure altitude for:

           1)  Level flight at a true Mach number of 0.78 using a thrust
               not exceeding maximum cruise thrust
           2)  A rate of climb of not less than 300 ft/min at a true Mach
               number of 0.78 using a thrust not exceeding maximum climb
               thrust
           3)  A buffet maneuver margin of not less than 0.3g at a true
               Mach number of 0.78

           will be not less than a guaranteed value of 37,000 ft.

1.4        Speed

           Level flight speed at an A319 Aircraft gross weight of 145,000
           lb at a pressure altitude of 35,000 ft in ISA+10(degree)C
           conditions using a thrust not exceeding maximum cruise thrust
           will be not less than a guaranteed true Mach number of 0.805.

1.5        Specific Range

1.5.1      The nautical miles per pound of fuel at an A319 Aircraft gross
           weight of 145,000 lb at a pressure altitude of 35,000 ft in
           ISA+10(degree)C conditions at a true Mach number of 0.78 will be
           not less than a guaranteed value of 0.0833 nm/lb.

1.5.2      The nautical miles per pound of fuel at an A319 Aircraft gross
           weight of 140,000 lb at a pressure altitude of 37,000 ft in
           ISA+10(degree)C conditions at a true Mach number of 0.78 will be
           not less than a guaranteed value of 0.0867 nm/lb.

1.6        En-route One Engine Inoperative

           The A319 Aircraft will meet FAR regulations minimum en-route
           climb one engine inoperative and the other operating at the
           maximum continuous thrust with anti-icing off at an A319
           Aircraft gross weight of 145,000 lb in the cruise configuration
           in ISA+10(degree)C conditions at a guaranteed pressure altitude
           of not less than 16,000 ft.

1.7        Landing Field Length

1.7.1      FAR certified wet landing field length at an A319 Aircraft gross
           weight of 134,480 lb (61,000 kg) at sea level pressure altitude
           will be not greater than 5,720 feet.

1.7.2      FAR certified wet landing field length at an A319 Aircraft gross
           weight of 134,480 lb (61,000 kg) at a pressure altitude of 5,431
           ft will be not greater than 6,500 feet.

2          MISSION GUARANTEES

2.1        The A319 Aircraft will be capable of carrying a guaranteed
           payload of not less than *** over a still air stage distance of
           2,610 nautical miles (representative of PHL to SFO with a 65
           knot headwind) when operated under the conditions defined below:

2.1.1      The departure airport conditions (representative of PHL 09R) are
           as follows:

           Pressure altitude                       : 21 ft
           Ambient temperature                     : 84(degree)F
           Take-off run available ("TOR")          : 10,499 feet
           Take-off distance available             : 10,499 feet
           Accelerate-stop distance available      : 10,499 feet
           Slope                                   : 0.10% downhill
           Wind                                    : Zero
           Obstacles (height and distance          : 17 feet/1,090 feet
                       from end of TOR)            : 57 feet/4,306 feet
                                                   : 178 feet/9,500 feet

           The destination airport conditions are such as to allow the
           required landing weight to be used without restriction. Pressure
           altitude is 11 feet.

2.1.2      An allowance of 220 lb of fuel is included for taxi at the
           departure airport.

2.1.3      An allowance of 505 lb of fuel is included for take-off and
           climb to 1,500 ft above the departure airport at 84(degree)F
           with acceleration to climb speed.

2.1.4      Climb from 1,500 ft above the departure airport up to cruise
           altitude using maximum climb thrust and cruise at a fixed Mach
           number of 0.78 at pressure altitudes of 35,000 ft and 39,000 ft
           and descent to 1,500 ft above the destination airport are
           conducted in ISA+10(degree)C conditions. Climb and descent
           speeds below 10,000 ft will be 250 knots CAS.

2.1.5      An allowance of 190 lb of fuel is included for approach and land
           at the destination airport.

2.1.6      Stage distance is defined as the distance covered during climb,
           cruise and descent as described in Subparagraph 2.1.4 above.

2.1.7      At the end of approach and land 7,110 lb of fuel will remain in
           the tanks. This represents the estimated fuel required for:

           1)  Missed approach
           2)  Diversion consisting of climb and cruise in ISA+10(degree)C
               conditions over a still air distance of 150 nautical miles
               starting at 1,500 ft above the destination airport.
           3)  Holding for 45 minutes at 20,000 ft pressure altitude in
               ISA+10(degree)C conditions.

2.2        The A319 Aircraft will be capable of carrying a guaranteed
           payload of not less than *** over a still air stage distance of
           1,545 nautical miles (representative of STT to PHL with a 37
           knot headwind) when operated under the conditions defined below:

2.2.1      The departure airport conditions (representative of STT 10) are
           as follows:

           Pressure altitude                       : 24 ft
           Ambient temperature                     : 84(degree)F
           Take-off run available ("TOR")          : 7,000 feet
           Take-off distance available             : 7,000 feet
           Accelerate-stop distance available      : 7,000 feet
           Slope                                   : 0.20% downhill
           Wind                                    : Zero
           Obstacle (height and distance           : 17 feet/2,083 feet
                       from end of TOR)

           The destination airport conditions are such as to allow the
           required landing weight to be used without restriction. Pressure
           altitude is 21 feet.

2.2.2      An allowance of 220 lb of fuel is included for taxi at the
           departure airport.

2.2.3      An allowance of 445 lb of fuel is included for take-off and
           climb to 1,500 ft above the departure airport at 84(degree)F
           with acceleration to climb speed.

2.2.4      Climb from 1,500 ft above the departure airport up to cruise
           altitude using maximum climb thrust and cruise at a fixed Mach
           number of 0.78 at pressure altitudes of 35,000 ft and 39,000 ft
           and descent to 1,500 ft above the destination airport are
           conducted in ISA+10(degree)C conditions. Climb and descent
           speeds below 10,000 ft will be 250 knots CAS.

2.2.5      An allowance of 200 lb of fuel is included for approach and land
           at the destination airport.

2.2.6      Stage distance is defined as the distance covered during climb,
           cruise and descent as described in Subparagraph 2.2.4 above.

2.2.7      At the end of approach and land 7,140 lb of fuel will remain in
           the tanks. This represents the estimated fuel required for:

           1)  Missed approach
           2)  Diversion consisting of climb and cruise in ISA+10(degree)C
               conditions over a still air distance of 150 nautical miles
               starting at 1,500 ft above the destination airport.
           3)  Holding for 45 minutes at 20,000 ft pressure altitude in
               ISA+10(degree)C conditions.

2.3        In carrying a fixed payload of 26,760 lb over a still air stage
           distance of 2,000 nautical miles when operated under the
           conditions defined below the Block Fuel will be not more than a
           guaranteed value of ***.

2.3.1      The departure airport conditions are such as to allow the
           required take-off weight to be used without restriction.

           The destination airport conditions are such as to allow the
           required landing weight to be used without restriction.

2.3.2      An allowance of 220 lb of fuel is included for taxi at the
           departure airport.

2.3.3      An allowance of 430 lb of fuel is included for take-off and
           climb to 1,500 ft pressure altitude with acceleration to climb
           speed at a temperature of 84(degree)F.

2.3.4      Climb from 1,500 ft pressure altitude up to cruise altitude
           using maximum climb thrust and cruise at a fixed Mach number of
           0.78 at pressure altitudes of 35,000 ft and 39,000 ft and
           descent to 1,500 ft pressure altitude are conducted in
           ISA+10(degree)C conditions. Climb and descent speeds below 10,000
           ft will be 250 knots CAS.

2.3.5      An allowance of 200 lb of fuel is included for approach and
           landing at the destination airport.

2.3.6      An allowance of 70 lb of fuel is included for taxi at the
           destination airport.

2.3.7      Stage distance is defined as the distance covered during climb,
           cruise and descent as described in Subparagraph 2.3.4 above.

           Block Fuel is defined as the fuel burnt during taxi, take-off,
           climb, cruise, descent and approach and landing as described in
           Subparagraphs 2.3.2 to 2.3.6 inclusive.

2.3.8      At the end of approach and landing 6,890 lb of fuel will remain
           in the tanks. This represents the estimated fuel required for:

           1)  Missed approach
           2)  Diversion consisting of climb and cruise in ISA+10(degree)C
               conditions over a still air distance of 150 nautical miles
               starting at 1,500 ft pressure altitude above the destination
               airport.
           3)  Holding for 45 minutes at 20,000 ft pressure altitude in
               ISA+10(degree)C conditions.

2.4        The A319 Aircraft will be capable of carrying a fixed payload of
           *** over a guaranteed still air stage distance of not less than
           *** nautical miles when operated under the conditions
           defined below:

2.4.1      The departure airport conditions are such as to allow the
           required take-off weight to be used without restriction.

           The destination airport conditions are such as to allow the
           required landing weight to be used without restriction.

2.4.2      An allowance of 220 lb of fuel is included for taxi at the
           departure airport.

2.4.3      An allowance of 490 lb of fuel is included for take-off and
           climb to 1,500 ft pressure altitude with acceleration to climb
           speed in ISA+10(degree)C conditions.

2.4.4      Climb from 1,500 ft pressure altitude up to cruise altitude
           using maximum climb thrust and cruise at a fixed Mach number of
           0.78 at pressure altitudes of 35,000 ft and 39,000 ft and
           descent to 1,500 ft pressure altitude are conducted in
           ISA+10(degree)C conditions. Climb and descent speeds below 10,000
           ft will be 250 knots CAS.

2.4.5      An allowance of 200 lb of fuel is included for approach and
           landing at the destination airport.

2.4.6      Stage distance is defined as the distance covered during climb,
           cruise and descent as described in Subparagraph 2.4.4 above.

2.4.7      At the end of approach and landing 7,080 lb of fuel will remain
           in the tanks. This represents the estimated fuel required for:

           1)  Missed approach
           2)  Diversion consisting of climb and cruise in ISA+10(degree)C
               conditions over a still air distance of 150 nautical miles
               starting at 1,500 ft pressure altitude above the destination
               airport.
           3)  Holding for 45 minutes at 20,000 ft pressure altitude in
               ISA+10(degree)C conditions.

2.5        The A319 Aircraft will be capable of carrying a fixed payload of
           *** a guaranteed still air stage distance of not less than
           *** when operated under the conditions defined below:

2.5.1      The departure airport conditions are such as to allow the
           required take-off weight to be used without restriction.

           The destination airport conditions are such as to allow the
           required landing weight to be used without restriction.

2.5.2      An allowance of 220 lb of fuel is included for taxi at the
           departure airport.

2.5.3      An allowance of 470 lb of fuel is included for take-off and
           climb to 1,500 ft pressure altitude with acceleration to climb
           speed in ISA+10(degree)C conditions.

2.5.4      Climb from 1,500 ft pressure altitude up to cruise altitude
           using maximum climb thrust and cruise at a fixed Mach number of
           0.78 at pressure altitudes of 35,000 ft and 39,000 ft and
           descent to 1,500 ft pressure altitude are conducted in
           ISA+10(degree)C conditions. Climb and
           descent speeds below 10,000 ft will be 250 knots CAS.

2.5.5      An allowance of 200 lb of fuel is included for approach and
           landing at the destination airport.

2.5.6      Stage distance is defined as the distance covered during climb,
           cruise and descent as described in Subparagraph 2.5.4 above.

2.5.7      At the end of approach and landing 6,890 lb of fuel will remain
           in the tanks. This represents the estimated fuel required for:

           1)  Missed approach
           2)  Diversion consisting of climb and cruise in ISA+10(degree)C
               conditions over a still air distance of 150 nautical miles
               starting at 1,500 ft pressure altitude above the destination
               airport.
           3)  Holding for 45 minutes at 20,000 ft pressure altitude in
               ISA+10(degree)C conditions.

2.6        The mission payload guarantee defined in Subparagraph 2.1 and
           the mission fuel burn guarantee defined in Subparagraph 2.3 and
           the mission ranges defined in Subparagraphs 2.4 and 2.5 are
           based on the Buyer's Manufacturer's Weight Empty as defined in
           Subparagraph 3.3 below plus a fixed allowance of 10,730 lb for
           Customer Changes and Operators Items.

           The mission payload guarantee defined in Subparagraph 2.2 is
           based on the Buyer's Manufacturer's Weight Empty as defined in
           Subparagraph 3.3 below plus a fixed allowance of 12,230 lb for
           Customer Changes and Operators Items.

3          MANUFACTURER'S WEIGHT EMPTY AND USABLE LOAD
           --------------------------------------------

3.1        The Seller guarantees a Buyer's Manufacturer's Weight Empty
           of ***.

3.2        The Seller guarantees that the difference between the Buyer's
           Manufacturer's Weight Empty and the Maximum Zero Fuel Weight
           will be not less than ***.

3.3        For the purposes of this Paragraph 3 and of Subparagraph 2.6
           above the Buyer's Manufacturer's Weight Empty is the
           Manufacturer's Weight Empty defined in Section 13- 10.00.00 of
           the Specification amended by the Specification Changes defined
           in the Preamble to this Letter Agreement and is subject to
           adjustment as defined in Subparagraph 7.2.

           For information only an analysis of the Buyer's Manufacturer's
           Weight Empty, Customer Changes, Operators Items and Operating
           Weight Empty is shown in Appendix A to this Letter Agreement.

4          NOISE

4.1        External

4.1.1      The Seller guarantees that the A319 Aircraft will be certified
           in accordance with FAR Part 36 Noise Standards, issue 1988,
           including Amendment 36-15, Stage 3. The applicable noise limits
           are as defined in paragraphs 36.201 and c36.5 (3).

4.1.2      ***

4.1.3      ***

4.2        Internal

4.2.1      Cockpit noise

           At a pressure altitude of 35,000 ft and a Mach number of M=0.78
           in still air under ISA conditions, the guaranteed A-Weighted
           Sound Pressure Level (SPL) will not exceed *** and
           the Speech Interference Level (SIL) will not exceed ***.

4.2.2      Cabin noise

           At a pressure altitude of 35,000 ft and a Mach number of M=0.78
           in still air under ISA conditions, the guaranteed A-Weighted
           Sound Pressure Level (SPL) and the Speech Interference Level
           (SIL) will be as follows:

           -   the A-Weighted SPL will not exceed *** over the whole seating
               area.

           -   the SIL will not exceed *** along the front 40% of the
               passenger compartment and will not exceed *** along the
               remaining 60% of the passenger compartment length.

4.2.3      On the ground and under the conditions defined in Subparagraph
           5.9 below the noise levels in the passenger compartment with
           passenger doors open or closed the A-weighted Sound Pressure
           Level ("SPL") will not exceed *** and the Speech Interference
           Level ("SIL") will
           not exceed ***.

5          GUARANTEE CONDITIONS

5.1        The performance and noise certification requirements for the
           A319 Aircraft, except where otherwise noted, will be as stated
           in Section 02 of the Specification.

5.2        For the determination of FAR take-off and landing performance a
           hard level dry runway surface with no runway strength
           limitations, no obstacles, zero wind, atmosphere according to
           ISA, except as otherwise noted and the use of speedbrakes,
           flaps, landing gear and engines in the conditions liable to
           provide the best results will be assumed.

           When establishing take-off and second segment performance no air
           will be bled from the engines for cabin air conditioning or
           anti-icing.

5.3        The en-route one engine inoperative climb performance will be
           established with the amount of engine air bleed associated with
           the maximum cabin altitude as specified in Section 21- 30.32 of
           the Specification and an average ventilation rate not less than
           the amount defined in the Specification but no air will be bled
           from the engines for anti-icing.

5.4        Climb, cruise and descent performance associated with the
           Guarantees will include allowances for normal electrical load
           and for normal engine air bleed and power extraction associated
           with maximum cabin differential pressure as defined in Section
           21-30.31 of the Specification. Cabin air conditioning management
           during performance demonstration as described in Subparagraph
           6.3 below may be such as to optimize the A319 Aircraft
           performance while meeting the minimum air conditioning
           requirements defined above. Unless otherwise stated no air will
           be bled from the engines for anti-icing.

5.5        The engines will be operated using not more than the engine
           manufacturer's maximum recommended outputs for take-off, maximum
           go-round, maximum continuous, maximum climb and cruise for
           normal operation unless otherwise stated.

5.6        Where applicable the Guarantees assume the use of an approved
           fuel having a density of 6.7 lb/US gallon and a lower heating
           value of 18,590 BTU/lb.

5.7        Speech interference level (SIL) is defined as the arithmetic
           average of the sound pressure levels in the 1,000, 2,000, and
           4,000 Hz octave bands. A-weighted sound level (dBA) is as
           defined in the American National Standard Specification
           ANSI.4-1971. ***

5.8        The sound levels guaranteed in Subparagraph 4.2

           i)  will be measured at the positions defined in Section
               03-83.10 of the Specification
           ii) refer to an A319 Aircraft with standard acoustic insulation
               and an interior completely furnished.  The effect on noise
               of Buyer Furnished Equipment other than passenger seats
               will be the responsibility of the Buyer.

5.9        For the purposes of the sound levels guaranteed in Subparagraph
           4.2.3 the APU and air conditioning system will be operating.
           Sound level measurements may be made at the prevailing ambient
           temperature with the air conditioning packs controlled to
           approximate air conditioning machinery rotational speed
           appropriate to an ambient temperature of 25(degree)C.

6          GUARANTEE COMPLIANCE

6.1        Compliance with the Guarantees will be demonstrated using
           operating procedures and limitations in accordance with those
           defined by the certifying Airworthiness Authority and
           by the Seller unless otherwise stated.

6.2        Compliance with the take-off, second segment, en-route one
           engine inoperative, landing and certified noise elements of the
           Guarantees will be demonstrated with reference to the
           approved Flight Manual.

6.3        Compliance with those parts of the Guarantees defined in
           Paragraphs 1 and 2 above not covered by the requirements of the
           certifying Airworthiness Authority will be demonstrated by
           calculation based on data obtained during flight tests conducted
           on one (or more, as agreed between the Buyer and the Seller)
           A319 aircraft of the same aerodynamic configuration as those
           A319 Aircraft purchased by the Buyer.

6.4        Compliance with the Manufacturer's Weight Empty and Usable Load
           guarantees defined in Paragraph 3 will be demonstrated with
           reference to a weight compliance report.

6.5        Compliance with the mission guarantees defined in Paragraph 2
           will be demonstrated with reference to the weight compliance
           report described in Subparagraph 6.4.

6.6        Compliance with the guarantees defined in Subparagraphs 4.1.2
           and 4.1.3 will be based on data collected for noise
           certification purposes. ***

6.7        Compliance with the noise guarantees defined in Subparagraph 4.2
           will be demonstrated with reference to noise surveys conducted
           on one (or more, at the Seller's discretion) A319 aircraft of an
           acoustically similar standard as the A319 Aircraft.

6.8        Data derived from tests and noise surveys will be adjusted as
           required using conventional methods of correction, interpolation
           or extrapolation in accordance with established aeronautical
           practices to show compliance with the Guarantees.

6.9        Compliance with the Guarantees is not contingent on engine
           performance defined in the engine manufacturer's specification.

6.10       The Seller undertakes to furnish the Buyer with a report or
           reports demonstrating compliance with the Guarantees at, or as
           soon as possible after, the delivery of each of the A319
           Aircraft.

7          ADJUSTMENT OF GUARANTEES

7.1        In the event of any change to any law, governmental regulation
           or requirement or interpretation thereof ("rule change") by any
           governmental agency made subsequent to the date of the Agreement
           and such rule change affects the A319 Aircraft configuration or
           performance or both required to obtain certification the
           Guarantees will be appropriately modified to reflect the effect
           of any such change.

7.2        The Guarantees apply to the A319 Aircraft as described in the
           Preamble to this Letter Agreement and may be adjusted in the
           event of:

           a) Any further configuration change which is the subject of a
              SCN
           b) Variation in actual weights of items defined in Section
              13-10 of the Specification
           c) Changes required to obtain certification which cause changes
              to the performance or weight of the A319 Aircraft

8          EXCLUSIVE GUARANTEES

           The Guarantees are exclusive and are provided in lieu of any and
           all other performance and weight guarantees of any nature which
           may be stated, referenced or incorporated in the Specification or
           any other document.

9          UNDERTAKING; REMEDIES

           ***

           If a deficiency is shown to exist the Seller may develop and
           install a fix to correct such deficiency. The delay period to
           correct such deficiency will not exceed *** of the affected
           A319 Aircraft.

           If such a deficiency is not corrected as set forth in the
           immediately preceding paragraph the Seller will, *** in respect
           of such deficient A319 Aircraft pay to the Buyer by way of
           liquidated damages on the anniversary date of the delivery the
           following amounts:

           i)  *** per pound deficient resulting from the average of the
           deviations from the guaranteed payloads and/or

           ii) *** per pound deficient of guaranteed Manufacturer's Weight
           Empty and/or

           iii) *** per one percent deficiency resulting from the average
           of the deviations from the guaranteed Specific Ranges defined in
           Subparagraph 1.5 and the guaranteed Fuel Burn defined in
           Subparagraph 2.2 (parts of a percentage to be prorated).

           Damages will be computed on the basis of the figures defined in
           (i) and (ii) above and will be paid ***.

           The Seller's maximum liability in respect of all deficiencies in
           performance of any A319 Aircraft will be limited to the payment
           of liquidated damages *** for each A319 Aircraft whichever
           occurs first. Payment of liquidated damages as aforesaid will be
           deemed to settle any and all claims and remedies of the Buyer
           against the Seller in respect of performance deficiencies.

UNQUOTE

           In consideration of the assignment and subrogation by the Seller
           under this Letter Agreement in favor of the Buyer in respect of
           the Seller's rights against and obligations to the Manufacturer
           under the provisions quoted above, the Buyer hereby accepts such
           assignment and subrogation and agrees to be bound by all of the
           terms, conditions and limitations therein contained. The Buyer
           and Seller recognize and agree that, except as otherwise
           expressly provided in Paragraph 8 of this Letter Agreement, all
           the provisions of Clause 12 of the Agreement, including without
           limitation the Exclusivity of Warranties and General Limitations
           of Liability and Duplicate Remedies therein contained, will
           apply to the foregoing performance guarantees.

           ASSIGNMENT

           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 will be void and of no force or
           effect. Notwithstanding the preceding sentence, the terms of
           Subclauses 19.5 and 19.6 of the Agreement will apply to this
           Letter Agreement.


If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a
copy to the Seller.


                                    Very truly yours,

                                    AVSA, S.A.R.L.


                                    By:      /s/  Christophe Mourey
                                           --------------------------
                                    Its:   Chief Executive Officer

                                    Date:  October 31, 1997


Accepted and Agreed

US Airways Group, Inc.



By:    /s/  Thomas A. Fink

Its:   Treasurer

Date: October 31, 1997






1       Manufacturer's Weight Empty and Operating Weight Empty

        At the time of this Agreement the Buyer's Manufacturer's Weight
        Empty and the Operating Weight Empty for the purposes of
        Subparagraphs 2.6 and Paragraph 3 of this Letter Agreement
        are defined as follows:

        Manufacturer's Weight Empty as defined in the
        Specification Reference J 000.02000 Issue 3               : 79,642 lb

        Specification Change for the fitting of CFM56-5B6
        engines                                                   :    611 lb

        Specification Change for the increase in Design Weights   :      0 lb
                                                                  -----------

        Buyer's Manufacturer's Weight Empty according to the
        Preamble of this Letter Agreement and for the purposes
        of Subparagraph 2.6 and Paragraph 3 of this Letter
        Agreement                                                 :  ***

        Specification changes as defined in Subparagraph 2.1
        of this Appendix A (including USAir livery)               :  1,165 lb

        Operators Items as defined in Subparagraph 2.2.1 of
        this Appendix A                                           :  9,566 lb
                                                                  -----------

        Operating Weight Empty of  the A319 Aircraft for the
        purposes of Subparagraphs 2.1 and 2.3 to 2.5 inclusive
        of this Letter Agreement                                  : 90,984 lb

        Operators items as defined in Subparagraph 2.2.2 of
        this Appendix A                                           : 11,066 lb
                                                                  -----------
        Operating Weight Empty of the A319 Aircraft for the
        purposes of Subparagraphs 2.2 of this Letter Agreement    : 92,484 lb

*Note   As of the date hereof the Operating Weight Empty has not been
        completely defined. The payloads, fuel burn and ranges guaranteed
        in Paragraph 2 are based on the estimated Operating Weight Empty as
        shown above.

2       Specification Changes and Operators Items

2.1     Weight of Specification Changes

        As of the date of this draft the complete list of USAir
        Specification Changes is unknown.

        It is estimated that the weight of such Specification
        Changes is:                                               :  1,105 lb
        USAir livery                                              :     60 lb

2.2     Weights of Operators Items

        Oil for engines and APU                                   :    117 lb
        Unusable fuel                                             :    143 lb
        Water for galleys and toilets                             :    441 lb
        Waste tank pre-charge                                     :     29 lb
        A319 Aircraft documents and tool kits                     :     42 lb
        Passenger seats and life jackets                          :  3,504 lb
        Phone equipment                                           :    170 lb
        Galley structure and fixed equipment                      :  1,225 lb
        Chillers                                                  :    195 lb
        Catering and service equipment                            :  1,938 lb
        Cabin supplies                                            :    180 lb
        Emergency equipment                                       :    542 lb
        Crew and bags                                             :  1,040 lb
                                                                  -----------

2.2.1   Total Operators Items for the purposes of Subparagraphs
        and 2.3 to 2.5 inclusive of this Letter Agreement         :  9,566 lb

        Additional items for over water operation                 :  1,500 lb
                                                                  -----------

2.2.2   Total Operators Items for the purposes of
        Subparagraph 2.2 of this Letter Agreement                 : 11,066 lb




                          LETTER AGREEMENT NO. 8B


                                                      As of October 31, 1997

US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:     A320-214 PERFORMANCE GUARANTEES

Ladies and Gentlemen:

        US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of even date herewith (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
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
8B (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

        Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

        The Seller, in its capacity as "Buyer" under its arrangement with
the Manufacturer, has negotiated and obtained the following performance and
weight guarantees (the "Guarantees") from the Manufacturer, in its capacity
as "Seller" with respect to the A320 Aircraft, subject to the terms,
conditions, limitations and restrictions all as hereinafter set out. The
Seller hereby guarantees to the Buyer the performance by the Manufacturer
of the Manufacturer's obligations and assigns to the Buyer and the Buyer
hereby accepts, as to each A320 Aircraft delivered to the Buyer under the
Agreement, all of the rights and obligations of the Seller with respect to
such A320 Aircraft in the Seller's capacity as "Buyer" as aforesaid under
the said Guarantees and the Seller subrogates the Buyer into all such
rights and obligations in respect of such A320 Aircraft. The Seller hereby
warrants to the Buyer that it has all the requisite authority to make the
foregoing assignment and effect the foregoing subrogation to and in favor
of the Buyer and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
the Buyer.

        Capitalized terms used in the following quoted provisions and not
otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).

QUOTE

           PREAMBLE

           The guarantees defined below (the "Guarantees") are applicable
           to the A320 Aircraft as described in the Technical Specification
           D.000.02000 Issue 4 dated 30 March 1995 amended by Specification
           Change Notices for:

           i)   the fitting CFM International CFM 56-5B-4 (with Enhanced
                Take-Off rating) propulsion systems

           ii)  the increase in the Maximum Take-Off Weight to 169,750 lb
                (77,000 kg)

           without taking into account any further changes thereto as
           provided in the Agreement.

           Notwithstanding the foregoing the Seller reserves the right to
           increase the Design Weights above the weights shown in the
           Specification in order to satisfy the Guarantees.

1       GUARANTEED PERFORMANCE

1.1     Take-off

1.1.1   FAR take-off field length at an A320 Aircraft gross weight of
        169,750 lb (77,000 kg) at the start of ground run at sea level
        pressure altitude at a temperature of 84(degree)F will be not more
        than a guaranteed value of 7,420 feet.

1.1.2   When operated under the following conditions (representative of PHX
        08R):

           Pressure altitude                           : 1,133 ft
           Ambient temperature                         : 100(degree)F
           Take-off run available ("TOR")              : 10,300 feet
           Take-off distance available                 : 10,300 feet
           Accelerate-stop distance available          : 10,300 feet
           Slope                                       : 0.20% uphill
           Wind                                        : Zero
           Obstacles (height and distance              : 15 feet/1,438 feet
                       from end of TOR)                : 418 feet/17,285 feet

           the maximum permissible weight at the start of ground run will
           be not less than a guaranteed value of 166,850 lb.

1.1.3   When operated under the following conditions (representative of DEN
        09):

           Pressure altitude                           : 5,431 ft
           Ambient temperature                         : 84(degree)F
           Take-off run available ("TOR")              : 12,000 feet
           Take-off distance available                 : 12,000 feet
           Accelerate-stop distance available          : 12,000 feet
           Slope                                       : 0.01% uphill
           Wind                                        : Zero
           Obstacles                                   : None

           the maximum permissible weight at the start of ground run will
           be not less than a guaranteed value of 165,900 lb.

1.2        Second Segment

           The A320 Aircraft will meet FAR 25 regulations for one engine
           inoperative climb after takeoff, undercarriage retracted, at a
           weight corresponding to the stated weight at the start of ground
           run at the altitude and temperature and in the configuration of
           flap angle and safety speed required to comply with the
           performance guaranteed in Subparagraph 1.1.

1.3        Initial Cruise Altitude

           At an A320 Aircraft gross weight of 160,000 lb in
           ISA+10(degree)C conditions the pressure altitude for:

           1)  Level flight at a true Mach number of 0.78 using a thrust
               not exceeding maximum cruise thrust

           2)  A rate of climb of not less than 300 ft/min at a true Mach
               number of 0.78 using a thrust not exceeding maximum climb
               thrust

           3)  A buffet maneuver margin of not less than 0.3g at a true
               Mach number of 0.78

           will be not less than a guaranteed value of 35,000 ft.

1.4        Speed

           Level flight speed at an A320 Aircraft gross weight of 160,000
           lb at a pressure altitude of 35,000 at in ISA+10(degree)C
           conditions using a thrust not exceeding maximum cruise thrust
           will be not less than a guaranteed true Mach number of 0.790.

1.5        Specific Range

1.5.1      The nautical miles per pound of fuel at an A320 Aircraft gross
           weight of 155,000 lb at a pressure altitude of 35,000 ft in
           ISA+10(degree)C conditions at a true Mach number of 0.78 will be
           not less than a guaranteed value of 0.0783 nm/lb.

1.5.2      The nautical miles per pound of fuel at an A320 Aircraft gross
           weight of 145,000 lb at a pressure altitude of 37,000 ft in
           ISA+10(degree)C conditions at a true Mach number of 0.78 will be
           not less than a guaranteed value of 0.0839 nm/lb.

1.6        En-route One Engine Inoperative

           The A320 Aircraft will meet FAR regulations minimum en-route
           climb one engine inoperative and the other operating at the
           maximum continuous thrust with anti-icing off at an A320
           Aircraft gross weight of 155,000 lb in the cruise configuration
           in ISA+10(degree)C conditions at a guaranteed pressure altitude
           of not less than 14,500 ft.

1.7        Landing Field Length

1.7.1      FAR certified wet landing field length at an A320 Aircraft gross
           weight of 142,200 lb (64,500 kg) at sea level pressure altitude
           will be not greater than 6,040 feet.

1.7.2      FAR certified wet landing field length at an A320 Aircraft gross
           weight of 142,200 lb (64,500 kg) at a pressure altitude of 5,431
           ft will be not greater than 6,800 feet.

2          MISSION GUARANTEES

2.1        The A320 Aircraft will be capable of carrying a guaranteed
           payload of not less than *** over a still air stage distance of
           2,610 nautical miles (representative of PHL to SFO with a 65
           knot headwind) when operated under the conditions defined below:

2.1.1      The departure airport conditions (representative of PHL 09R) are as
           follows:

           Pressure altitude                       : 21 ft
           Ambient temperature                     : 84(degree)F
           Take-off run available ("TOR")          : 10,499 feet
           Take-off distance available             : 10,499 feet
           Accelerate-stop distance available      : 10,499 feet
           Slope                                   : 0.10% downhill
           Wind                                    : Zero
           Obstacles (height and distance          : 17 feet/1,090 feet
                           from end of TOR)        : 57 feet/4,306 feet
                                                   : 178 feet/9,500 feet

           The destination airport conditions are such as to allow the
           required landing weight to be used without restriction. Pressure
           altitude is 11 feet.

2.1.2      An allowance of 220 lb of fuel is included for taxi at the
           departure airport.

2.1.3      An allowance of 520 lb of fuel is included for take-off and
           climb to 1,500 ft above the departure airport at 84(degree)F
           with acceleration to climb speed.

2.1.4      Climb from 1,500 ft above the departure airport up to cruise
           altitude using maximum climb thrust and cruise at a fixed Mach
           number of 0.78 at pressure altitudes of 35,000 ft and 39,000 ft
           and descent to 1,500 ft above the destination airport are
           conducted in ISA+10(degree)C conditions. Climb and descent
           speeds below 10,000 ft will be 250 knots CAS.

2.1.5      An allowance of 180 lb of fuel is included for approach and land
           at the destination airport.

2.1.6      Stage distance is defined as the distance covered during climb,
           cruise and descent as described in Subparagraph 2.1.4 above.

2.1.7      At the end of approach and land 7,210 lb of fuel will remain in
           the tanks. This represents the estimated fuel required for:

           1)  Missed approach
           2)  Diversion consisting of climb and cruise in ISA+10(degree)C
               conditions over a still air distance of 150 nautical miles
               starting at 1,500 ft above the destination airport.
           3)  Holding for 45 minutes at 20,000 ft pressure altitude in
               ISA+10(degree)C conditions.

2.2        The A320 Aircraft will be capable of carrying a guaranteed
           payload of not less than *** over a still air stage distance of
           1,545 nautical miles (representative of STT to PHL with a 37
           knot headwind) when operated under the conditions defined below:

2.2.1      The departure airport conditions (representative of STT 10) are
           as follows:

           Pressure altitude                              : 24 ft
           Ambient temperature                            : 84(degree)F
           Take-off run available ("TOR")                 : 7,000 feet
           Take-off distance available                    : 7,000 feet
           Accelerate-stop distance available             : 7,000 feet
           Slope                                          : 0.20% downhill
           Wind                                           : Zero
           Obstacle (height and distance                  : 17 feet/2,083 feet
                           from end of TOR)

           The destination airport conditions are such as to allow the
           required landing weight to be used without restriction. Pressure
           altitude is 21 feet.

2.2.2      An allowance of 220 lb of fuel is included for taxi at the
           departure airport.

2.2.3      An allowance of 500 lb of fuel is included for take-off and
           climb to 1,500 ft above the departure airport at 84(degree)F
           with acceleration to climb speed.

2.2.4      Climb from 1,500 ft above the departure airport up to cruise
           altitude using maximum climb thrust and cruise at a fixed Mach
           number of 0.78 at a pressure altitude of 35,000 ft and descent
           to 1,500 ft above the destination airport are conducted in
           ISA+10(degree)C conditions. Climb and descent speeds below
           10,000 ft will be 250 knots CAS.

2.2.5      An allowance of 190 lb of fuel is included for approach and land
           at the destination airport.

2.2.6      Stage distance is defined as the distance covered during climb,
           cruise and descent as described in Subparagraph 2.2.4 above.

2.2.7      At the end of approach and land 7,500 lb of fuel will remain in
           the tanks. This represents the estimated fuel required for:

           1)  Missed approach
           2)  Diversion consisting of climb and cruise in ISA+10(degree)C
               conditions over a still air distance of 150 nautical miles
               starting at 1,500 ft above the destination airport.
           3)  Holding for 45 minutes at 20,000 ft pressure altitude in
               ISA+10(degree)C conditions.

2.3        In carrying a fixed payload of 31,665 lb over a still air stage
           distance of 2,000 nautical miles when operated under the
           conditions defined below the Block Fuel will be not more than a
           guaranteed value of ***.

2.3.1      The departure airport conditions are such as to allow the
           required take-off weight to be used without restriction.

           The destination airport conditions are such as to allow the
           required landing weight to be used without restriction.

2.3.2      An allowance of 220 lb of fuel is included for taxi at the
           departure airport.

2.3.3      An allowance of 470 lb of fuel is included for take-off and
           climb to 1,500 ft pressure altitude with acceleration to climb
           speed at a temperature of 84(degree)F.

2.3.4      Climb from 1,500 ft pressure altitude up to cruise altitude
           using maximum climb thrust and cruise at a fixed Mach number of
           0.78 at a pressure altitude of 35,000 ft and descent to 1,500 ft
           pressure altitude are conducted in ISA+10(degree)C conditions.
           Climb and descent speeds below 10,000 ft will be 250 knots CAS.

2.3.5      An allowance of 190 lb of fuel is included for approach and
           landing at the destination airport.

2.3.6      An allowance of 70 lb of fuel is included for taxi at the
           destination airport.

2.3.7      Stage distance is defined as the distance covered during climb,
           cruise and descent as described in Subparagraph 2.3.4 above.

           Block Fuel is defined as the fuel burnt during taxi, take-off,
           climb, cruise, descent and approach and landing as described in
           Subparagraphs 2.3.2 to 2.3.6 inclusive.

2.3.8      At the end of approach and landing 7,190 lb of fuel will remain
           in the tanks. This represents the estimated fuel required for:

           1)  Missed approach
           2)  Diversion consisting of climb and cruise in ISA+10(degree)C
               conditions over a still air distance of 150 nautical miles
               starting at 1,500 ft pressure altitude.
           3)  Holding for 45 minutes at 20,000 ft pressure altitude in
               ISA+10(degree)C conditions.

2.4        The A320 Aircraft will be capable of carrying a fixed payload of
           38,700 lb over a guaranteed still air stage distance of not less
           than *** nautical miles when operated under the conditions
           defined below:

2.4.1      The departure airport conditions are such as to allow the
           required take-off weight to be used without restriction.

           The destination airport conditions are such as to allow the
           required landing weight to be used without restriction.

2.4.2      An allowance of 220 lb of fuel is included for taxi at the
           departure airport.

2.4.3      An allowance of 510 lb of fuel is included for take-off and
           climb to 1,500 ft pressure altitude with acceleration to climb
           speed in ISA+10(degree)C conditions.

2.4.4      Climb from 1,500 ft pressure altitude up to cruise altitude
           using maximum climb thrust and cruise at a fixed Mach number of
           0.78 at a pressure altitudes of 35,000 ft and descent to 1,500
           ft pressure altitude are conducted in ISA+10(degree)C
           conditions. Climb and descent speeds below 10,000 ft will be 250
           knots CAS.

2.4.5      An allowance of 190 lb of fuel is included for approach and
           landing at the destination airport.

2.4.6      Stage distance is defined as the distance covered during climb,
           cruise and descent as described in Subparagraph 2.4.4 above.

2.4.7      At the end of approach and landing 7,490 lb of fuel will remain
           in the tanks. This represents the estimated fuel required for:

           1)  Missed approach

           2)  Diversion consisting of climb and cruise in ISA+10(degree)C
               conditions over a still air distance of 150 nautical miles
               starting at 1,500 ft pressure altitude above the destination
               airport.

           3)  Holding for 45 minutes at 20,000 ft pressure altitude in
               ISA+10(degree)C conditions.

2.5        The A320 Aircraft will be capable of carrying a fixed payload of
           31,665 lb over a guaranteed still air stage distance of not less
           than *** when operated under the conditions defined
           below:

2.5.1      The departure airport conditions are such as to allow the
           required take-off weight to be used without restriction.

           The destination airport conditions are such as to allow the
           required landing weight to be used without restriction.

2.5.2      An allowance of 220 lb of fuel is included for taxi at the
           departure airport.

2.5.3      An allowance of 500 lb of fuel is included for take-off and
           climb to 1,500 ft pressure altitude with acceleration to climb
           speed in ISA+10(degree)C conditions.

2.5.4      Climb from 1,500 ft pressure altitude up to cruise altitude
           using maximum climb thrust and cruise at a fixed Mach number of
           0.78 at a pressure altitude of 35,000 ft and descent to 1,500 ft
           pressure altitude are conducted in ISA+10(degree)C conditions.
           Climb and descent speeds below 10,000 ft will be 250 knots CAS.

2.5.5      An allowance of 190 lb of fuel is included for approach and
           landing at the destination airport.

2.5.6      Stage distance is defined as the distance covered during climb,
           cruise and descent as described in Subparagraph 2.5.4 above.

2.5.7      At the end of approach and landing 7,190 lb of fuel will remain
           in the tanks. This represents the estimated fuel required for:

           1)  Missed approach
           2)  Diversion consisting of climb and cruise in ISA+10(degree)C
               conditions over a still air distance of 150 nautical miles
               starting at 1,500 ft pressure altitude above the destination
               airport.
           3)  Holding for 45 minutes at 20,000 ft pressure altitude in
               ISA+10(degree)C conditions.

2.6        The mission payload guarantee defined in Subparagraph 2.1 and
           the mission fuel burn guarantee defined in Subparagraph 2.3 and
           the mission range guarantees defined in Subparagraphs 2.4 and
           2.5 are based on the Buyer's Manufacturer's Weight Empty as
           defined in Subparagraph 3.3 below plus a fixed allowance of
           11,970 lb for Customer Changes and
           Operators Items.

           The mission payload guarantee defined in Subparagraph 2.2 is
           based on the Buyer's Manufacturer's Weight Empty as defined in
           Subparagraph 3.3 below plus a fixed allowance of 13,470 lb for
           Customer Changes and Operators Items.

3          MANUFACTURER'S WEIGHT EMPTY AND USABLE LOAD

3.1        The Seller guarantees a Buyer's Manufacturer's Weight Empty
           of ***.

3.2        The Seller guarantees that the difference between the Buyer's
           Manufacturer's Weight Empty and the Maximum Zero Fuel Weight
           will be not less than ***.

3.3        For the purposes of this Paragraph 3 and of Subparagraph 2.6
           above the Buyer's Manufacturer's Weight Empty is the
           Manufacturer's Weight Empty defined in Section 13- 10.00.00 of
           the Specification amended by the Specification Changes defined
           in the Preamble to this Letter Agreement and is subject to
           adjustment as defined in Subparagraph 7.2.

           For information only an analysis of the Buyer's Manufacturer's
           Weight Empty, Customer Changes, Operators Items and Operating
           Weight Empty is shown in Appendix A to this Letter Agreement.

4          NOISE

4.1        External

4.1.1      The Seller guarantees that the A320 Aircraft will be certified
           in accordance with FAR Part 36 Noise Standards, issue 1978,
           including Amendment 36-15, Stage 3. The applicable noise limits
           are as defined in paragraphs 36.201 and c36.5 (3).

4.1.2      ***

4.1.3      ***

4.2        Internal

4.2.1      Cockpit noise

           At a pressure altitude of 35,000 ft and a Mach number of M=0.78
           in still air under ISA conditions, the guaranteed A-Weighted
           Sound Pressure Level (SPL) will not exceed *** and
           the Speech Interference Level (SIL) will not exceed ***.

4.2.2      Cabin noise

           At a pressure altitude of 35,000 ft and a Mach number of M=0.78
           in still air under ISA conditions, the guaranteed A-Weighted
           Sound Pressure Level (SPL) and the Speech Interference Level
           (SIL) will be as follows:

           -   the A-Weighted SPL will not exceed *** over the whole seating
               area.

           -   the SIL will not exceed *** along the front 40% of the
               passenger compartment and will not exceed *** along the
               remaining 60% of the passenger compartment length.

4.2.3      On the ground and under the conditions defined in Subparagraph
           5.9 below the noise levels in the passenger compartment with
           passenger doors open or closed the A-weighted Sound Pressure
           Level ("SPL") will not exceed *** and the Speech Interference
           Level ("SIL") will
           not exceed ***.

5          GUARANTEE CONDITIONS

5.1        The performance and noise certification requirements for the
           A320 Aircraft, except where otherwise noted, will be as stated
           in Section 02 of the Specification.

5.2        For the determination of FAR take-off and landing performance a
           hard level dry runway surface with no runway strength
           limitations, no obstacles, zero wind, atmosphere according to
           ISA, except as otherwise noted and the use of speedbrakes,
           flaps, landing gear and engines in the conditions liable to
           provide the best results will be assumed.

5.2.1      When establishing take-off and second segment performance no air
           will be bled from the engines for cabin air conditioning or
           anti-icing.

5.3        The en-route one engine inoperative climb performance will be
           established with the amount of engine air bleed associated with
           the maximum cabin altitude as specified in Section 21- 30.32 of
           the Specification and an average ventilation rate not less than
           the amount defined in the Specification but no air will be bled
           from the engines for anti-icing.

5.4        Climb, cruise and descent performance associated with the
           Guarantees will include allowances for normal electrical load
           and for normal engine air bleed and power extraction associated
           with maximum cabin differential pressure as defined in Section
           21-30.31 of the Specification. Cabin air conditioning management
           during performance demonstration as described in Subparagraph
           6.3 below may be such as to optimize the A320 Aircraft
           performance while meeting the minimum air conditioning
           requirements defined above. Unless otherwise stated no air will
           be bled from the engines for anti-icing.

5.5        The engines will be operated using not more than the engine
           manufacturer's maximum recommended outputs for take-off, maximum
           go-round, maximum continuous, maximum climb and cruise for
           normal operation unless otherwise stated.

5.6        Where applicable the Guarantees assume the use of an approved
           fuel having a density of 6.7 lb/US gallon and a lower heating
           value of 18,590 BTU/lb.

5.7        Speech interference level (SIL) is defined as the arithmetic
           average of the sound pressure levels in the 1,000, 2,000, and
           4,000 Hz octave bands. A-weighted sound level (dBA) is as
           defined in the American National Standard Specification
           ANSI.4-1971. ***

5.8        The sound levels guaranteed in Subparagraph 4.2:

           i)  will be measured at the positions defined in Section
               03-83.10 of the Specification
           ii) refer to an A320 Aircraft with standard acoustic insulation
               and an interior completely furnished. The effect on noise of
               Buyer Furnished Equipment other than passenger seats
               will be the responsibility of the Buyer.

5.9        For the purposes of the sound levels guaranteed in Subparagraph
           4.2.3 the APU and air conditioning system will be operating.
           Sound level measurements may be made at the prevailing ambient
           temperature with the air conditioning packs controlled to
           approximate air conditioning machinery rotational speed
           appropriate to an ambient temperature of 25(degree)C.

6          GUARANTEE COMPLIANCE

6.1        Compliance with the Guarantees will be demonstrated using
           operating procedures and limitations in accordance with those
           defined by the certifying Airworthiness Authority and
           by the Seller unless otherwise stated.

6.2        Compliance with the take-off, second segment, en-route one
           engine inoperative, landing and certified noise elements of the
           Guarantees will be demonstrated with reference to the
           approved Flight Manual.

6.3        Compliance with those parts of the Guarantees defined in
           Paragraphs 1 and 2 above not covered by the requirements of the
           certifying Airworthiness Authority will be demonstrated by
           calculation based on data obtained during flight tests conducted
           on one (or more, as agreed between the buyer and the Seller)
           A320 aircraft of the same aerodynamic configuration as those
           A320 Aircraft purchased by the Buyer.

6.4        Compliance with the Manufacturer's Weight Empty and Usable Load
           guarantees defined in Paragraph 3 will be demonstrated with
           reference to a weight compliance report.

6.5        Compliance with the mission guarantees defined in Paragraph 2
           will be demonstrated with reference to the weight compliance
           report described in Subparagraph 6.4.

6.6        Compliance with the guarantees defined in Subparagraphs 4.1.2
           and 4.1.3 will be based on data collected for noise
           certification purposes. ***

6.7        Compliance with the noise guarantees defined in Subparagraph 4.2
           will be demonstrated with reference to noise surveys conducted
           on one (or more, at the Seller's discretion) A320 aircraft of an
           acoustically similar standard as the A320 Aircraft.

6.8        Data derived from tests and noise surveys will be adjusted as
           required using conventional methods of correction, interpolation
           or extrapolation in accordance with established aeronautical
           practices to show compliance with the Guarantees.

6.9        Compliance with the Guarantees is not contingent on engine
           performance defined in the engine manufacturer's specification.

6.10       The Seller undertakes to furnish the Buyer with a report or
           reports demonstrating compliance with the Guarantees at, or as
           soon as possible after, the delivery of each of the A320
           Aircraft.

7          ADJUSTMENT OF GUARANTEES

7.1        In the event of any change to any law, governmental regulation
           or requirement or interpretation thereof ("rule change") by any
           governmental agency made subsequent to the date of the Agreement
           and such rule change affects the A320 Aircraft configuration or
           performance or both required to obtain certification the
           Guarantees will be appropriately modified to reflect the effect
           of any such change.

7.2        The Guarantees apply to the A320 Aircraft as described in the
           Preamble to this Letter Agreement and may be adjusted in the
           event of:

           a) Any further configuration change which is the subject of a
              SCN

           b) Variation in actual weights of items defined in Section
              13-10 of the Specification

           c) Changes required to obtain certification which cause changes
              to the performance or weight of the A320 Aircraft

8          EXCLUSIVE GUARANTEES

           The Guarantees are exclusive and are provided in lieu of any and
           all other performance and weight guarantees of any nature which
           may be stated, referenced or incorporated in the
           Specification or any other document.

9          UNDERTAKING; REMEDIES

           ***

           If a deficiency is shown to exist the Seller may develop and
           install a fix to correct such deficiency. The delay period to
           correct such deficiency will not exceed *** of the affected
           A320 Aircraft.

           If such a deficiency is not corrected as set forth in the
           immediately preceding paragraph the Seller will, *** in respect
           of such deficient A320 Aircraft pay to the Buyer by way of
           liquidated damages on the anniversary date of the delivery the
           following amounts:

           i)  *** per pound deficient resulting from the average of the
               deviations from the guaranteed payloads and/or

           ii) *** per pound deficient of guaranteed Manufacturer's Weight
               Empty and/or

           iii) *** per one percent deficiency resulting from the average
                of the deviations from the guaranteed Specific Ranges defined
                in Subparagraph 1.5 and the guaranteed Fuel Burn defined in
                Subparagraph 2.2 (parts of a percentage to be prorated).

           Damages will be computed on the basis of the figures defined in
           (i) and (ii) above and will be paid ***.

           The Seller's maximum liability in respect of all deficiencies in
           performance of any A320 Aircraft will be limited to the payment
           of liquidated damages *** for each A320 Aircraft whichever
           occurs first. Payment of liquidated damages as aforesaid will be
           deemed to settle any and all claims and remedies of the Buyer
           against the Seller in respect of performance deficiencies.

UNQUOTE

           In consideration of the assignment and subrogation by the Seller
           under this Letter Agreement in favor of the Buyer in respect of
           the Seller's rights against and obligations to the Manufacturer
           under the provisions quoted above, the Buyer hereby accepts such
           assignment and subrogation and agrees to be bound by all of the
           terms, conditions and limitations therein contained. The Buyer
           and Seller recognize and agree that, except as otherwise
           expressly provided in Paragraph 8 of this Letter Agreement, all
           the provisions of Clause 12 of the Agreement, including without
           limitation the Exclusivity of Warranties and General Limitations
           of Liability and Duplicate Remedies therein contained, will
           apply to the foregoing performance guarantees.

           ASSIGNMENT

           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 will be void and of no force or
           effect. Notwithstanding the preceding sentence, the terms of
           Subclauses 19.5 and 19.6 of the Agreement will apply to this
           Letter Agreement.


If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a
copy to the Seller.


                                          Very truly yours,

                                          AVSA, S.A.R.L.


                                          By:      /s/  Christophe Mourey

                                          Its:   Chief Executive Officer

                                          Date:  October 31, 1997


Accepted and Agreed

US Airways Group, Inc.



By:   /s/  Thomas A. Fink

Its:   Treasurer

Date: October 31, 1997




                                                                  APPENDIX A


1          Manufacturer's Weight Empty and Operating Weight Empty

           At the time of this Agreement the Buyer's Manufacturer's Weight
           Empty and the Operating Weight Empty for the purposes of
           Subparagraph 2.6 and Paragraph 3 of this Letter Agreement are
           defined as follows:

           Manufacturer's Weight Empty as defined in the
           Specification Reference D 000.02000 Issue 4            : 81,966 lb

           Specification Change for the fitting of CFM56-5B4
           engines                                                :    582 lb

           Specification Change for the increase in Design Weight :    220 lb
                                                                  -----------
           Buyer's Manufacturer's Weight Empty according to the
           Preamble of this Letter Agreement and for the purposes
           of Subparagraph 2.6 and Paragraph 3 of this Letter
           Agreement                                              :   ***

           Specification changes as defined in Subparagraph 2.1
           of this Appendix A (including USAir livery)            :  1,197 lb

           Operators Items as defined in Subparagraph 2.2.1 of
           this Appendix A                                        : 10,776 lb
                                                                  -----------
           Operating Weight Empty of the A320 Aircraft for the
           purposes of Subparagraphs 2.1 and 2.3 to 2.5 inclusive
           of this Letter Agreement                               : 94,741 lb

           Operators items as defined in Subparagraph 2.2.2 of
           this Appendix A                                        : 11,276 lb
                                                                  -----------
           Operating Weight Empty of the A320 Aircraft for the
           purposes of Subparagraphs 2.2 of this Letter
           Agreement                                              : 96,241 lb
                                                                  -----------

*Note      As of the date hereof the Operating Weight Empty has not been
           completely defined. The payloads, fuel burn and ranges
           guaranteed in Paragraph 2 are based on the estimated Operating
           Weight Empty as shown above.




                                                                    APPENDIX A


2          Specification Changes and Operators Items

2.1        Weight of Specification Changes

           As of the date of this draft the complete list of USAir
           Specification Changes is unknown.

           It is estimated that the weight of such Specification
           Changes is                                         :  1,137 lbs
           USAir livery                                       :     60 lb

2.2        Weights of Operators Items

           Oil for engines and APU                            :    117 lb
           Unusable fuel                                      :    143 lb
           Water for galleys and toilets                      :    441 lb
           Waste tank pre-charge                              :     29 lb
           A320 Aircraft documents and tool kits              :     42 lb
           Passenger seats and life jackets                   :  4,216 lb
           Phone equipment                                    :    170 lb
           Galley structure and fixed equipment               :  1,265 lb
           Chillers                                           :    195 lb
           Catering and service equipment                     :  2,354 lb
           Cabin supplies                                     :    213 lb
           Emergency equipment                                :    551 lb
           Crew and bags                                      :  1,040 lb
                                                               ----------

2.2.1      Total Operators Items for the purposes of
           Subparagraphs 2.1 and 2.3 to 2.5 inclusive of this
           Letter Agreement                                   : 10,776 lb

           Additional items for over water operation          :  1,500 lb
                                                               ----------
2.2.2      Total Operators Items for the purposes of
           Subparagraph 2.2 of this Letter Agreement          : 12,276 lb



                          LETTER AGREEMENT NO. 8C


                                                        As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:        A321-211 PERFORMANCE GUARANTEES

Ladies and Gentlemen:

           US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of even date herewith (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
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
8C (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

           Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

           The Seller, in its capacity as "Buyer" under its arrangement
with the Manufacturer, has negotiated and obtained the following
performance and weight guarantees (the "Guarantees") from the Manufacturer,
in its capacity as "Seller" with respect to the A321 Aircraft, subject to
the terms, conditions, limitations and restrictions all as hereinafter set
out. The Seller hereby guarantees to the Buyer the performance by the
Manufacturer of the Manufacturer's obligations and assigns to the Buyer and
the Buyer hereby accepts, as to each A321 Aircraft delivered to the Buyer
under the Agreement, all of the rights and obligations of the Seller with
respect to such A321 Aircraft in the Seller's capacity as "Buyer" as
aforesaid under the said Guarantees and the Seller subrogates the Buyer
into all such rights and obligations in respect of such A321 Aircraft. The
Seller hereby warrants to the Buyer that it has all the requisite authority
to make the foregoing assignment and effect the foregoing subrogation to
and in favor of the Buyer and that it will not enter into any amendment of
the provisions so assigned or subrogated without the prior written consent
of the Buyer.

           Capitalized terms used in the following quoted provisions and
not otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).

QUOTE

           PREAMBLE

           The guarantees defined below (the "Guarantees") are applicable
           to the A321 Aircraft as described in the Technical Specification
           E.000.02000 Issue 1 dated 30 June 1995 and fitted with CFM
           International CFM 56-5B-3 propulsion systems without taking into
           account any further changes thereto as provided in the
           Agreement.

           Notwithstanding the foregoing the Seller reserves the right to
           increase the Design Weights above the weights shown in the
           Specification in order to satisfy the Guarantees.

1       GUARANTEED PERFORMANCE

1.1     Take-off

1.1.1   FAR take-off field length at an A321 Aircraft gross weight of
        196,210 lb (89,000 kg) at the start of ground run at sea level
        pressure altitude at a temperature of 84(degree)F will be not more
        than a guaranteed value of 8,090 feet.

1.1.2   When operated under the following conditions (representative of PHX
        08R):

        Pressure altitude                               : 1,133 ft
        Ambient temperature                             : 100(degree)F
        Take-off run available ("TOR")                  : 10,300 feet
        Take-off distance available                     : 10,300 feet
        Accelerate-stop distance available              : 10,300 feet
        Slope                                           : 0.20% uphill
        Wind                                            : Zero
        Obstacles (height and distance                  : 15 feet/1,438 feet
                   from end of TOR)                     : 418 feet/17,285 feet

        the maximum permissible weight at the start of ground run will be
        not less than a guaranteed value of 180,300 lb.

1.1.3   When operated under the following conditions (representative of DEN
        09):

        Pressure altitude                              : 5,431 ft
        Ambient temperature                            : 84(degree)F
        Take-off run available ("TOR")                 : 12,000 feet
        Take-off distance available                    : 12,000 feet
        Accelerate-stop distance available             : 12,000 feet
        Slope                                          : 0.01% uphill
        Wind                                           : Zero
        Obstacles                                      : None

        the maximum permissible weight at the start of ground run will
        be not less than a guaranteed value of 176,400 lb.

1.2     Second Segment

        The A321 Aircraft will meet FAR 25 regulations for one engine
        inoperative climb after take-off, undercarriage retracted, at a
        weight corresponding to the stated weight at the start of ground
        run at the altitude and temperature and in the configuration of
        flap angle and safety speed required to comply with the performance
        guaranteed in Subparagraph 1.1.

1.3     Initial Cruise Altitude

        At an A321 Aircraft gross weight of 185,000 lb in ISA+10(degree)C
        conditions the pressure altitude for:

        1) Level flight at a true Mach number of 0.78 using a thrust not
           exceeding maximum cruise thrust

        2) A rate of climb of not less than 300 ft/min at a true Mach
           number of 0.78 using a thrust not exceeding maximum climb thrust

        3) A buffet maneuver margin of not less than 0.3g at a true Mach
           number of 0.78

        will be not less than a guaranteed value of 33,000 ft.

1.4     Speed

        Level flight speed at an A321 Aircraft gross weight of 185,000 lb
        at a pressure altitude of 33,000 ft in ISA+10(degree)C conditions
        using a thrust not exceeding maximum cruise thrust will be not less
        than a guaranteed true Mach number of 0.790.

1.5     Specific Range

1.5.1   The nautical miles per pound of fuel at an A321 Aircraft gross
        weight of 170,000 lb at a pressure altitude of 35,000 ft in
        ISA+10(degree)C conditions at a true Mach number of 0.78 will be
        not less than a guaranteed value of 0.0702 nm/lb.

1.5.2   The nautical miles per pound of fuel at an A321 Aircraft gross
        weight of 160,000 lb at a pressure altitude of 37,000 ft in
        ISA+10(degree)C conditions at a true Mach number of 0.78 will be
        not less than a guaranteed value of 0.0741 nm/lb.

1.6     En-route One Engine Inoperative

        The A321 Aircraft will meet FAR regulations minimum en-route climb
        one engine inoperative and the other operating at the maximum
        continuous thrust with anti-icing off at an A321 Aircraft gross
        weight of 170,000 lb in the cruise configuration in ISA+10(degree)C
        conditions at a guaranteed pressure altitude of not less than
        15,000 ft.

1.7     Landing Field Length

1.7.1   FAR certified wet landing field length at an A321 Aircraft gross
        weight of 166,450 lb (75,500 kg) at sea level pressure altitude
        will be not greater than 6,270 feet.

1.7.2   FAR certified wet landing field length at an A321 Aircraft gross
        weight of 166,450 lb (75,500 kg) at a pressure altitude of 5,431 ft
        will be not greater than 7,100 feet.

2       MISSION GUARANTEES

2.1     The A321 Aircraft will be capable of carrying a guaranteed payload
        of not less than *** over a still air stage distance of 2,610
        nautical miles (representative of PHL to SFO with a 65 knot
        headwind) when operated under the conditions defined below:

2.1.1   The departure airport conditions (representative of PHL 09R) are as
        follows:

        Pressure altitude                              : 21 ft
        Ambient temperature                            : 84(degree)F
        Take-off run available ("TOR")                 : 10,499 feet
        Take-off distance available                    : 10,499 feet
        Accelerate-stop distance available             : 10,499 feet
        Slope                                          : 0.10% downhill
        Wind                                           : Zero
        Obstacles (height and distance                 : 17 feet/1,090 feet
                   from end of TOR)                    : 57 feet/4,306 feet
                                                       : 178 feet/9,500 feet

        The destination airport conditions are such as to allow the
        required landing weight to be used without restriction. Pressure
        altitude is 11 feet.

2.1.2   An allowance of 220 lb of fuel is included for taxi at the
        departure airport.

2.1.3   An allowance of 530 lb of fuel is included for take-off and climb
        to 1,500 ft above the departure airport at 84(degree)F with
        acceleration to climb speed.

2.1.4   Climb from 1,500 ft above the departure airport up to cruise
        altitude using maximum climb thrust and cruise at a fixed Mach
        number of 0.78 at pressure altitudes of 35,000 ft and 39,000 ft and
        descent to 1,500 ft above the destination airport are conducted in
        ISA+10(degree)C conditions. Climb and descent speeds below 10,000
        ft will be 250 knots CAS.

2.1.5   An allowance of 230 lb of fuel is included for approach and land at
        the destination airport.

2.1.6   Stage distance is defined as the distance covered during climb,
        cruise and descent as described in Subparagraph 2.1.4 above.

2.1.7   At the end of approach and land 7,370 lb of fuel will remain in the
        tanks. This represents the estimated fuel required for:

        1) Missed approach

        2) Diversion consisting of climb and cruise in ISA+10(degree)C
           conditions over a still air distance of 150 nautical miles
           starting at 1,500 ft above the destination airport.

        3) Holding for 45 minutes at 20,000 ft pressure altitude in
           ISA+10(degree)C conditions.

2.2     The A321 Aircraft will be capable of carrying a guaranteed payload
        of not less than *** a still air stage distance of 1,545 nautical
        miles (representative of STT to PHL with a 37 knot
        headwind) when operated under the conditions defined below:

2.2.1   The departure airport conditions (representative of STT 10) are as
        follows:

        Pressure altitude                           : 24 ft
        Ambient temperature                         : 84(degree)F
        Take-off run available ("TOR")              : 7,000 feet
        Take-off distance available                 : 7,000 feet
        Accelerate-stop distance available          : 7,000 feet
        Slope                                       : 0.20% downhill
        Wind                                        : Zero
        Obstacle (height and distance               : 17 feet/2,083 feet
                  from end of TOR)

        The destination airport conditions are such as to allow the
        required landing weight to be used without restriction. Pressure
        altitude is 21 feet.

2.2.2   An allowance of 220 lb of fuel is included for taxi at the
        departure airport.

2.2.3   An allowance of 670 lb of fuel is included for take-off and climb
        to 1,500 ft above the departure airport at 84(degree)F with
        acceleration to climb speed.

2.2.4   Climb from 1,500 ft above the departure airport up to cruise
        altitude using maximum climb thrust and cruise at a fixed Mach
        number of 0.78 at pressure altitudes of 31,000 ft and 35,000 ft and
        descent to 1,500 ft above the destination airport are conducted in
        ISA+10(degree)C conditions. Climb and descent speeds below 10,000
        ft will be 250 knots CAS.

2.2.5   An allowance of 270 lb of fuel is included for approach and land at
        the destination airport.

2.2.6   Stage distance is defined as the distance covered during climb,
        cruise and descent as described in Subparagraph 2.2.4 above.

2.2.7   At the end of approach and land 8,760 lb of fuel will remain in the
        tanks. This represents the estimated fuel required for:

        1) Missed approach

        2) Diversion consisting of climb and cruise in ISA+10(degree)C
           conditions over a still air distance of 150 nautical miles
           starting at 1,500 ft above the destination airport.

        3) Holding for 45 minutes at 20,000 ft pressure altitude in
           ISA+10(degree)C conditions.

2.3     In carrying a fixed payload of 37,690 lb over a still air stage
        distance of 2,000 nautical miles when operated under the conditions
        defined below the Block Fuel will be not more than a guaranteed
        value of ***.

2.3.1   The departure airport conditions are such as to allow the required
        take-off weight to be used without restriction.

        The destination airport conditions are such as to allow the
        required landing weight to be used without restriction.

2.3.2   An allowance of 220 lb of fuel is included for taxi at the
        departure airport.

2.3.3   An allowance of 630 lb of fuel is included for take-off and climb
        to 1,500 ft pressure altitude with acceleration to climb speed at a
        temperature of 84(degree)F.

2.3.4   Climb from 1,500 ft pressure altitude up to cruise altitude using
        maximum climb thrust and cruise at a fixed Mach number of 0.78 at a
        pressure altitude of 35,000 ft and descent to 1,500 ft pressure
        altitude are conducted in ISA+10(degree)C conditions. Climb and
        descent speeds below 10,000 ft will be 250 knots CAS.

2.3.5   An allowance of 260 lb of fuel is included for approach and landing
        at the destination airport.

2.3.6   An allowance of 70 lb of fuel is included for taxi at the
        destination airport.

2.3.7   Stage distance is defined as the distance covered during climb,
        cruise and descent as described in Subparagraph 2.3.4 above.

        Block Fuel is defined as the fuel burnt during taxi, take-off,
        climb, cruise, descent and approach and landing as described in
        Subparagraphs 2.3.2 to 2.3.6 inclusive.

2.3.8   At the end of approach and landing 8,300 lb of fuel will remain in
        the tanks. This represents the estimated fuel required for:

        1) Missed approach

        2) Diversion consisting of climb and cruise in ISA+10(degree)C
           conditions over a still air distance of 150 nautical miles
           starting at 1,500 ft pressure altitude.

        3) Holding for 45 minutes at 20,000 ft pressure altitude in
           ISA+10(degree)C conditions.

2.4     The A321 Aircraft will be capable of carrying a fixed payload of
        48,750 lb over a guaranteed still air stage distance of not less
        than *** when operated under the conditions defined below:

2.4.1   The departure airport conditions are such as to allow the required
        take-off weight to be used without restriction.

        The destination airport conditions are such as to allow the
        required landing weight to be used without restriction.

2.4.2   An allowance of 220 lb of fuel is included for taxi at the
        departure airport.

2.4.3   An allowance of 680 lb of fuel is included for take-off and climb
        to 1,500 ft pressure altitude with acceleration to climb speed in
        ISA+10(degree)C conditions.

2.4.4   Climb from 1,500 ft pressure altitude up to cruise altitude using
        maximum climb thrust and cruise at a fixed Mach number of 0.78 at
        pressure altitudes of 31,000 ft and 35,000 ft and descent to 1,500
        ft pressure altitude are conducted in ISA+10(degree)C conditions.
        Climb and descent speeds below 10,000 ft will be 250 knots CAS.

2.4.5   An allowance of 260 lb of fuel is included for approach and landing
        at the destination airport.

2.4.6   Stage distance is defined as the distance covered during climb,
        cruise and descent as described in Subparagraph 2.4.4 above.

2.4.7   At the end of approach and landing 8,790 lb of fuel will remain in
        the tanks. This represents the estimated fuel required for:

        1) Missed approach

        2) Diversion consisting of climb and cruise in ISA+10(degree)C
           conditions over a still air distance of 150 nautical miles
           starting at 1,500 ft pressure altitude above the destination
           airport.

        3) Holding for 45 minutes at 20,000 ft pressure altitude in
           ISA+10(degree)C conditions.

2.5     The A321 Aircraft will be capable of carrying a fixed payload of
        37,690 lb over a guaranteed still air stage distance of not less
        than *** when operated under the conditions defined below:

2.5.1   The departure airport conditions are such as to allow the required
        take-off weight to be used without restriction.

        The destination airport conditions are such as to allow the
        required landing weight to be used without restriction.

2.5.2   An allowance of 220 lb of fuel is included for taxi at the
        departure airport.

2.5.3   An allowance of 640 lb of fuel is included for take-off and climb
        to 1,500 ft pressure altitude with acceleration to climb speed in
        ISA+10(degree)C conditions.

2.5.4   Climb from 1,500 ft pressure altitude up to cruise altitude using
        maximum climb thrust and cruise at a fixed Mach number of 0.78 at a
        pressure altitude of 35,000 ft and descent to 1,500 ft pressure
        altitude are conducted in ISA+10(degree)C conditions. Climb and
        descent speeds below 10,000 ft will be 250 knots CAS.

2.5.5   An allowance of 260 lb of fuel is included for approach and landing
        at the destination airport.

2.5.6   Stage distance is defined as the distance covered during climb,
        cruise and descent as described in Subparagraph 2.5.4 above.

2.5.7   At the end of approach and landing 8,300 lb of fuel will remain in
        the tanks. This represents the estimated fuel required for:

        1) Missed approach

        2) Diversion consisting of climb and cruise in ISA+10(degree)C
           conditions over a still air distance of 150 nautical miles
           starting at 1,500 ft pressure altitude above the destination
           airport.

        3) Holding for 45 minutes at 20,000 ft pressure altitude in
           ISA+10(degree)C conditions.

2.6     The mission payload guarantee defined in Subparagraph 2.1 and the
        mission fuel burn guarantee defined in Subparagraph 2.3 and the
        mission range guarantees defined in Subparagraphs 2.3 and 2.4 are
        based on the Buyer's Manufacturer's Weight Empty as defined in
        Subparagraph 3.3 below plus a fixed allowance of 14,370 lb for
        Customer Changes and Operators Items.

        The mission payload guarantee defined in Subparagraph 2.2 is based
        on the Buyer's Manufacturer's Weight Empty as defined in
        Subparagraph 3.3 below plus a fixed allowance of 15,870 lb for
        Customer Changes and Operators Items.

3       MANUFACTURER'S WEIGHT EMPTY AND USABLE LOAD

3.1     The Seller guarantees a Buyer's Manufacturer's Weight Empty of ***.

3.2     The Seller guarantees that the difference between the Buyer's
        Manufacturer's Weight Empty and the Maximum Zero Fuel Weight will
        be not less than ***.

3.3     For the purposes of this Paragraph 3 and of Subparagraph 2.6 above
        the Buyer's Manufacturer's Weight Empty is the Manufacturer's
        Weight Empty defined in Section 13-10.00.00 of the Specification
        and is subject to adjustment as defined in Subparagraph 7.2.

        For information only an analysis of the Buyer's Manufacturer's
        Weight Empty, Customer Changes, Operators Items and Operating
        Weight Empty is shown in Appendix A to this Letter Agreement.

4       NOISE

4.1     External

4.1.1   The Seller guarantees that the A321 Aircraft will be certified in
        accordance with FAR Part 36 Noise Standards, issue 1978, including
        Amendment 36-15 Stage 3. The applicable noise limits are as defined
        in paragraphs 36.201 and c36.5 (3).

4.1.2   ***

4.1.3   ***

4.2     Internal

4.2.1   Cockpit noise

        At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
        still air under ISA conditions, the guaranteed A-Weighted Sound
        Pressure Level (SPL) will not exceed *** and the
        Speech Interference Level (SIL) will not exceed ***.

4.2.2   Cabin noise

        At a pressure altitude of 35,000 ft and a Mach number of M=0.78 in
        still air under ISA conditions, the guaranteed A-Weighted Sound
        Pressure Level (SPL) and the Speech Interference Level (SIL) will
        be as follows:

        -  the A-Weighted SPL will not exceed *** over the whole seating area.

        -  the SIL will not exceed *** along the front 40% of the passenger
           compartment and will not exceed *** along the remaining 60% of
           the passenger compartment length.

4.2.3   On the ground and under the conditions defined in Subparagraph 5.9
        below the noise levels in the passenger compartment with passenger
        doors open or closed the A-weighted Sound Pressure Level ("SPL")
        will not exceed *** and the Speech Interference Level ("SIL") will
        not exceed ***.

5       GUARANTEE CONDITIONS

5.1     The performance and noise certification requirements for the A321
        Aircraft, except where otherwise noted, will be as stated in
        Section 02 of the Specification.

5.2     For the determination of FAR take-off and landing performance a
        hard level dry runway surface with no runway strength limitations,
        no obstacles, zero wind, atmosphere according to ISA, except as
        otherwise noted and the use of speedbrakes, flaps, landing gear and
        engines in the conditions liable to provide the best results will
        be assumed.

        When establishing take-off and second segment performance no air
        will be bled from the engines for cabin air conditioning or
        anti-icing.

5.3     The en-route one engine inoperative climb performance will be
        established with the amount of engine air bleed associated with the
        maximum cabin altitude as specified in Section 21-30.32 of the
        Specification and an average ventilation rate not less than the
        amount defined in the Specification but no air will be bled from
        the engines for anti-icing.

5.4     Climb, cruise and descent performance associated with the
        Guarantees will include allowances for normal electrical load and
        for normal engine air bleed and power extraction associated with
        maximum cabin differential pressure as defined in Section 21-30.31
        of the Specification. Cabin air conditioning management during
        performance demonstration as described in Subparagraph 6.3 below
        may be such as to optimize the A321 Aircraft performance while
        meeting the minimum air conditioning requirements defined above.
        Unless otherwise stated no air will be bled from the engines for
        anti-icing.

5.5     The engines will be operated using not more than the engine
        manufacturer's maximum recommended outputs for take-off, maximum
        go-round, maximum continuous, maximum climb and cruise for normal
        operation unless otherwise stated.

5.6     Where applicable the Guarantees assume the use of an approved fuel
        having a density of 6.7 lb/US gallon and a lower heating value of
        18,590 BTU/lb.

5.7     Speech interference level (SIL) is defined as the arithmetic
        average of the sound pressure levels in the 1,000, 2,000, and 4,000
        Hz octave bands. A-weighted sound level (dBA) is as defined in the
        American National Standard Specification ANSI.4-1971. ***

5.8     The sound levels guaranteed in Subparagraph 4.2:

        i)  will be measured at the positions defined in Section 03-83.10 of
            the Specification

        ii) refer to an A321 Aircraft with standard acoustic insulation
            and an interior completely furnished. The effect on noise of
            Buyer Furnished Equipment other than passenger seats will be
            the responsibility of the Buyer.

5.9     For the purposes of the sound levels guaranteed in Subparagraph
        4.2.3 the APU and air conditioning system will be operating. Sound
        level measurements may be made at the prevailing ambient
        temperature with the air conditioning packs controlled to
        approximate air conditioning machinery rotational speed appropriate
        to an ambient temperature of 25(degree)C.

6       GUARANTEE COMPLIANCE

6.1     Compliance with the Guarantees will be demonstrated using operating
        procedures and limitations in accordance with those defined by the
        certifying Airworthiness Authority and by the Seller unless
        otherwise stated.

6.2     Compliance with the take-off, second segment, en-route one engine
        inoperative, landing abd certified noise elements of the Guarantees
        will be demonstrated with reference to the approved Flight Manual.

6.3     Compliance with those parts of the Guarantees defined in Paragraphs
        1 and 2 above not covered by the requirements of the certifying
        Airworthiness Authority will be demonstrated by calculation based
        on data obtained during flight tests conducted on one (or more, as
        agreed between the Buyer and the Seller) A321 aircraft of the same
        aerodynamic configuration as those A321 Aircraft purchased by the
        Buyer.

6.4     Compliance with the Manufacturer's Weight Empty and Usable Load
        guarantees defined in Paragraph 3 will be demonstrated with
        reference to a weight compliance report.

6.5     Compliance with the mission guarantees defined in Paragraph 2 will
        be demonstrated with reference to the weight compliance report
        described in Subparagraph 6.4.

6.6     Compliance with the guarantees defined in Subparagraphs 4.1.2 and
        4.1.3 will be based on data collected for noise certification
        purposes. ***

6.7     Compliance with the noise guarantees defined in Subparagraph 4.2
        will be demonstrated with reference to noise surveys conducted on
        one (or more, at the Seller's discretion) A321 aircraft
        of an acoustically similar standard as the A321 Aircraft.

6.8     Data derived from tests and noise surveys will be adjusted as
        required using conventional methods of correction, interpolation or
        extrapolation in accordance with established aeronautical
        practices to show compliance with the Guarantees.

6.9     Compliance with the Guarantees is not contingent on engine
        performance defined in the engine manufacturer's specification.

6.10    The Seller undertakes to furnish the Buyer with a report or reports
        demonstrating compliance with the Guarantees at, or as soon as
        possible after, the delivery of each of the A321 Aircraft.

7       ADJUSTMENT OF GUARANTEES

7.1     In the event of any change to any law, governmental regulation or
        requirement or interpretation thereof ("rule change") by any
        governmental agency made subsequent to the date of the Agreement
        and such rule change affects the A321 Aircraft configuration or
        performance or both required to obtain certification the Guarantees
        will be appropriately modified to reflect the effect of any such
        change.

7.2     The Guarantees apply to the A321 Aircraft as described in the
        Preamble to this Letter Agreement and may be adjusted in the event
        of:

        a) Any further configuration change which is the subject of a SCN

        b) Variation in actual weights of items defined in Section 13-10 of
           the Specification

        c) Changes required to obtain certification which cause changes to
           the performance or weight of the A321 Aircraft

8       EXCLUSIVE GUARANTEES

        The Guarantees are exclusive and are provided in lieu of any and
        all other performance and weight guarantees of any nature which may
        be stated, referenced or incorporated in the Specification or any
        other document.

9       UNDERTAKING; REMEDIES

        ***

        If a deficiency is shown to exist the Seller may develop and
        install a fix to correct such deficiency. The delay period to
        correct such deficiency will not exceed *** of the affected A321
        Aircraft.

        If such a deficiency is not corrected as set forth in the
        immediately preceding paragraph the Seller will, *** in respect of
        such deficient A321 Aircraft pay to the Buyer by way of liquidated
        damages on the anniversary date of the delivery the following
        amounts:

        i)   *** per pound deficient resulting from the average of the
             deviations from the guaranteed payloads and/or

        ii)  *** per pound deficient of guaranteed Manufacturer's Weight
             Empty and/or

        iii) *** per one percent deficiency resulting from the average of
             the deviations from the guaranteed Specific Ranges defined in
             Subparagraph 1.5 and the guaranteed Fuel Burn defined in
             Subparagraph 3 (parts of a percentage to be prorated).

        Damages will be computed on the basis of the figures defined in (i)
        and (ii) above and will be paid ***.

        The Seller's maximum liability in respect of all deficiencies in
        performance of any A321 Aircraft will be limited to the payment of
        liquidated damages *** for each A321 Aircraft whichever occurs
        first. Payment of liquidated damages as aforesaid will be deemed to
        settle any and all claims and remedies of the Buyer against the
        Seller in respect of performance deficiencies.

UNQUOTE

        In consideration of the assignment and subrogation by the Seller
        under this Letter Agreement in favor of the Buyer in respect of the
        Seller's rights against and obligations to the Manufacturer under
        the provisions quoted above, the Buyer hereby accepts such
        assignment and subrogation and agrees to be bound by all of the
        terms, conditions and limitations therein contained. The Buyer and
        Seller recognize and agree that, except as otherwise expressly
        provided in Paragraph 8 of this Letter Agreement, all the
        provisions of Clause 12 of the Agreement, including without
        limitation the Exclusivity of Warranties and General Limitations of
        Liability and Duplicate Remedies therein contained, will apply to
        the foregoing ***.

        ASSIGNMENT

        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 will be void and of no force or effect. Notwithstanding
        the preceding sentence, the terms of Subclauses 19.5 and 19.6 of
        the Agreement will apply to this Letter Agreement.

If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return
a copy to the Seller.


                                    Very truly yours,

                                    AVSA, S.A.R.L.


                                    By: /s/ Christophe Mourey
                                       -----------------------------

                                    Its:  Chief Executive Officer

                                    Date: October 31, 1997


Accepted and Agreed

US Airways Group, Inc.



By: /s/ Thomas A. Fink
   ---------------------

Its:  Treasurer

Date: October 31, 1997



                                                                  APPENDIX A


1       Manufacturer's Weight Empty and Operating Weight Empty

        At the time of this Agreement the Buyer's Manufacturer's Weight
        Empty and the Operating Weight Empty for the purposes of
        Subparagraph 2.6 and Paragraph 3 of this Letter Agreement are
        defined as follows:

        Manufacturer's Weight Empty as defined in the Specification
        Reference E 000.02000 Issue 1                          :  93,110 lb
                                                                -----------

        Buyer's Manufacturer's Weight Empty according to the
        Preamble of this Letter Agreement and for the purposes
        of Subparagraph 2.6 and Paragraph 3 of this Letter
        Agreement                                              : ***

        Specification changes as defined in Subparagraph 2.1
        of this Appendix A (including USAir livery)            :  1,543 lb

        Operators Items as defined in Subparagraph 2.2.1 of
        this Appendix A                                        : 12,829 lb
                                                                -----------

        Operating Weight Empty of the A321 Aircraft for
        the purposes of Subparagraphs 2.1 and 2.3 to 2.5
        inclusive of this Letter                               :107,482 lb

        Operators items as defined in Subparagraph 2.2.2 of
        this Appendix A                                        : 14,329 lb
                                                                ----------

        Operating Weight Empty of the A321 Aircraft for the
        purposes of Subparagraphs 2.2 of this Letter
        Agreement                                              :108,982 lb
                                                                ----------

        *Note  As of the date hereof the Operating Weight Empty has not
               been completely defined. The payloads, fuel burn and ranges
               guaranteed in Paragraph 2 are based on the estimated
               Operating Weight Empty as shown above.



                                                                   APPENDIX A


2       Specification Changes and Operators Items

2.1     Weight of Specification Changes

        As of the date of this draft the complete list of USAir
        Specification Changes is unknown. It is estimated that the weight
        of such Specification Changes is:

                                                             :   1,483 lb
        USAir livery                                         :      60 lb

2.2     Weights of Operators Items

        Oil for engines and APU                              :     117 lb
        Unusable fuel                                        :     154 lb
        Water for galleys and toilets                        :     441 lb
        Waste tank pre-charge                                :      29 lb
        A321 Aircraft documents and tool kits                :      42 lb
        Passenger seats and life jackets                     :   5,184 lb
        Phone equipment                                      :     170 lb
        Galley structure and fixed equipment                 :   1,512 lb
        Chillers                                             :     195 lb
        Catering and service equipment                       :   2,829 lb
        Cabin supplies                                       :     252 lb
        Emergency equipment                                  :     704 lb
        Crew and bags                                        :   1,200 lb
                                                               ----------

2.2.1   Total Operators Items for the purposes of
        Subparagraphs 2.1 and 2.3 to 2.5 inclusive of this
        Letter Agreement                                     :  12,829 lb

        Additional items for over water operation            :   1,500 lb
                                                              -----------
2.2.2   Total Operators Items for the purposes of
        Subparagraph 2.2 of this Letter Agreement            :  14,329 lb



                           LETTER AGREEMENT NO. 9



                                                       As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re: ***

Ladies and Gentlemen:

        US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320 Purchase Agreement dated
as of even date herewith (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
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
9 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

        Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

        The Seller, under its arrangement with the Manufacturer, has
negotiated and obtained the following *** from the Manufacturer with
respect to the Aircraft, subject to the terms, conditions, limitations and
restrictions all as hereinafter set out. The Seller hereby warrants the
performance by the Manufacturer of the Manufacturer's obligations and
hereby assigns to the Buyer, and the Buyer hereby accepts, all of the
rights and obligations of the Seller as aforesaid under the said *** and
the Seller subrogates the Buyer into all such rights and obligations in
respect of the Aircraft. The Seller hereby warrants to the Buyer that the
Seller has all requisite authority to make the foregoing assignment and
effect the foregoing subrogation to and in favor of the Buyer and that the
Seller will not enter into any amendment of the provisions so assigned or
subrogated without the prior written consent of the Buyer. Capitalized
terms used in the following quoted provisions and not otherwise defined
therein will have the meanings assigned thereto in the Agreement, except
that the term "Seller" refers to the Manufacturer and the term "Buyer"
refers to the Seller.

           QUOTE

1.         ***

1.1        ***

1.2        ***

1.3        ***

2.         ***

3.         ***

4.         ***

4.1        ***

4.2        ***

4.3        ***

5          ***

5.1        ***

5.2        ***

6.         ***

7.         ***

7.1        ***

7.2        ***

7.3        ***

8.         ***

           UNQUOTE

           In consideration of the assignment and subrogation by the Seller
           under this Letter Agreement in favor of the Buyer in respect of
           the Seller's rights against and obligations to the Manufacturer
           under the provisions quoted above, the Buyer hereby accepts such
           assignment and subrogation and agrees to be bound by all of the
           terms, conditions and limitations therein contained. The Buyer
           and the Seller recognize and agree that the Exclusivity of
           Warranties and General Limitations of Liability provisions
           contained in Clause 12 of the Agreement will apply to the
           foregoing ***.

           ASSIGNMENT

           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 will be void and of no force or
           effect. Notwithstanding the preceding sentence, the terms of
           Subclauses 19.5 and 19.6 of the Agreement will apply to this
           Letter Agreement.



           If the foregoing correctly sets forth our understanding, please
           execute this Letter Agreement in the space provided below.

                                    Very truly yours,

                                    AVSA, S.A.R.L.


                                    By: /s/ Christophe Mourey
                                       -------------------------

                                    Its:  Chief Executive Officer

                                    Date: October 31, 1997


Accepted and Agreed

US Airways Group, Inc.



By: /s/ Thomas A. Fink
   ------------------------

Its:  Treasurer

Date: October 31, 1997



                                                                   APPENDIX 1





***




                                                                   APPENDIX 2



***





                          LETTER AGREEMENT NO. 10



                                                        As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:     ***

Ladies and Gentlemen:

        US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of even date herewith (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
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
10 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

        Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

        The Seller, under its arrangement with the Manufacturer, has
negotiated and obtained the following *** from the Manufacturer with
respect to the Aircraft, subject to the terms, conditions, limitations and
restrictions all as hereinafter set out. The Seller hereby warrants the
performance by the Manufacturer of the Manufacturer's obligations and
hereby assigns to the Buyer, and the Buyer hereby accepts, all of the
rights and obligations of the Seller as aforesaid under the said *** and
the Seller subrogates the Buyer into all such rights and obligations in
respect of the Aircraft. The Seller hereby warrants to the Buyer that the
Seller has all requisite authority to make the foregoing assignment and
effect the foregoing subrogation to and in favor of the Buyer and that the
Seller will not enter into any amendment of the provisions so assigned or
subrogated without the prior written consent of the Buyer. Capitalized
terms used in the following quoted provisions and not otherwise defined
therein will have the meanings assigned thereto in the Agreement, except
that the term "Seller" refers to the Manufacturer and the term "Buyer"
refers to the Seller.

           QUOTE

1.         ***

1.1        ***

1.2        ***

1.2.1      ***

1.2.2      ***

1.2.3      ***

1.3        ***

1.4        ***

2.         ***

2.1        ***

2.2        ***

2.3        ***

2.4        ***

2.5        ***

2.6        ***

2.6.1      ***

2.6.2      ***

2.7        ***

3.         ***

4.         ***

4.1        ***

4.1.1      ***

4.1.2      ***

4.2        ***

5.         ***

5.1        ***

5.2        ***

6.         ***

7.         ***

           UNQUOTE

           In consideration of the assignment and subrogation by the Seller
           under this Letter Agreement in favor of the Buyer in respect of
           the Seller's rights against and obligations to the Manufacturer
           under the provisions quoted above, the Buyer hereby accepts such
           assignment and subrogation and agrees to be bound by all of the
           terms, conditions and limitations therein contained. The Buyer
           and the Seller recognize and agree that the Exclusivity of
           Warranties and General Limitations of Liability provisions
           contained in Clause 12 of the Agreement will apply to the
           foregoing ***.

           ASSIGNMENT

           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 will be void and of no force or
           effect. Notwithstanding the preceding sentence, the terms of
           Subclauses 19.5 and 19.6 of the Agreement will apply to this
           Letter Agreement.




               If the foregoing correctly sets forth our understanding,
           please execute this Letter Agreement in the space provided below,
           whereupon this Letter Agreement will constitute part of the
           Agreement.


                               Very truly yours,

                               AVSA, S.A.R.L.


                               By: /s/ Christophe Mourey
                                  ---------------------------

                               Its:  Chief Executive Officer

                               Date: October 31, 1997


Accepted and Agreed

US Airways Group, Inc.



By: /s/ Thomas A. Fink
    -----------------------------
Its:  Treasurer

Date: October 31, 1997



                                                                   Appendix 1



***




                          LETTER AGREEMENT NO. 11


                                                        As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:     PREDELIVERY PAYMENTS

Ladies and Gentlemen:

        US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of even date herewith (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
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
11 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

        Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

1.      PREDELIVERY PAYMENT REFERENCE PRICE CALCULATION METHOD

        Notwithstanding the provisions of Subclause 6.2.3 of the Agreement,
        the Predelivery Payment Reference Price for the Aircraft is ***.

2.      PREDELIVERY PAYMENT REFERENCE PRICE VALUES

        The Predelivery Payment Reference Price values to be used by the
        Seller are listed in Table 1, attached to this Letter Agreement,
        for the Aircraft for each year of delivery through ***. Such values
        are based on the amounts of SCNs specified in Subclauses 4.1.1.1
        (ii), 4.1.1.2 (ii) and 4.1.1.3 (ii) of the Agreement, and will be
        readjusted in the event that any amount entering into the
        calculation of the Predelivery Payment Reference Price is modified.

        ***

3.      ASSIGNMENT

        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 3 will be void and of no force or effect. Notwithstanding
        the preceding sentence, the terms of Subclauses 19.5 and 19.6 of
        the Agreement will apply to this Letter Agreement.



           If the foregoing correctly sets forth our understanding, please
        execute the original and one (1) copy hereof in the space provided
        below and return a copy to the Seller.

                                    Very truly yours,

                                    AVSA, S.A.R.L.


                                    By: /s/ Christophe Mourey
                                       -------------------------------

                                    Its:  Chief Executive Officer

                                    Date: October 31, 1997
Accepted and Agreed
US Airways Group, Inc.



By: /s/ Thomas A. Fink
   ---------------------------

Its:  Treasurer

Date: October 31, 1997




                                                                     TABLE 1


Predelivery Payment Reference Prices for All Aircraft

***




                          LETTER AGREEMENT NO. 12



                                                      As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:     ***

Ladies and Gentlemen:

        US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of even date herewith (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
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
12 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

        Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

        The Seller, in its capacity as "Buyer" under its arrangement with
the Manufacturer, has negotiated and obtained the following *** from the
Manufacturer, in its capacity as "Seller" with respect to the Aircraft,
subject to the terms, conditions, limitations and restrictions all as
hereinafter set out. The Seller hereby guarantees to the Buyer the
performance by the Manufacturer of the Manufacturer's obligations and
assigns to the Buyer and the Buyer hereby accepts, as to each Aircraft
delivered to the Buyer under the Agreement, all of the rights and
obligations of the Seller with respect to such Aircraft in the Seller's
capacity as "Buyer" as aforesaid under the said *** and the Seller
subrogates the Buyer into all such rights and obligations in respect of
such Aircraft. The Seller hereby warrants to the Buyer that it has all the
requisite authority to make the foregoing assignment and effect the
foregoing subrogation to and in favor of the Buyer and that it will not
enter into any amendment of the provisions so assigned or subrogated
without the prior written consent of the Buyer.

        Capitalized terms used in the following quoted provisions and not
otherwise defined herein will have the meanings assigned thereto in the
Agreement except that the term "Seller" refers to the Manufacturer and the
term "Buyer" refers to the Seller (as defined in the Agreement).

QUOTE

1       ***

1.1     ***

1.2     ***

1.3     ***

1.4     ***

2       ***

2.1     ***

2.2     ***

2.3     ***

2.4     ***

2.5     ***

3       ***

3.1     ***

3.1.1   ***

3.2     ***

4       ***

4.1     ***

4.2     ***

4.3     ***

4.4     ***

4.5     ***

4.6.1   ***

4.6.2   ***

4.6.3   ***

5       ***

5.1     ***

5.2     ***

5.2.1   ***

5.3     ***

5.3.1   ***

5.3.2   ***

6       ***

6.1     ***

6.2     ***

6.3     ***

6.4     ***

7       ***

7.1     ***

7.2     ***

8       ***

8.1     ***

8.2     ***

8.3     ***

8.4     ***

9       ***

9.1     ***

9.2     ***

UNQUOTE

           In consideration of the assignment and subrogation by the Seller
           under this Letter Agreement in favor of the Buyer in respect of
           the Seller's rights against and obligations to the Manufacturer
           under the provisions quoted above, the Buyer hereby accepts such
           assignment and subrogation and agrees to be bound by all of the
           terms, conditions and limitations therein contained. The Buyer
           and Seller recognize and agree that, except as otherwise
           expressly provided in Paragraph 7 of this Letter Agreement, all
           the provisions of Clause 12 of the Agreement, including without
           limitation the Exclusivity of Warranties and General Limitations
           of Liability and Duplicate Remedies therein contained, will
           apply to the foregoing ***.

           ASSIGNMENT

           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 will be void and of no force or
           effect. Notwithstanding the preceding sentence, the terms of
           Subclauses 19.5 and 19.6 of the Agreement will apply to this
           Letter Agreement.

        If the foregoing correctly sets forth our understanding, please
execute the original and one (1) copy hereof in the space provided below
and return a copy to the Seller.


                                            Very truly yours,


                                            AVSA, S.A.R.L.


                                            By: /s/ Christophe Mourey
                                               ----------------------------

                                            Its:  Chief Executive Officer

                                            Date: October 31, 1997

Accepted and Agreed

US Airways Group, Inc.



By: /s/ Thomas A. Fink
   ----------------------------

Its:  Treasurer

Date: October 31, 1997



                                                                   APPENDIX A


        ***


1       ***

2       ***

3       ***

4       ***

5       ***

6       ***




                          LETTER AGREEMENT NO. 13



                                                       As of October 31, 1997


US Airways Group, Inc.
2345 Crystal Drive
Arlington, VA 22227

Re:     TECHNICAL DISPATCH RELIABILITY GUARANTEE

Ladies and Gentlemen:

        US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the
"Seller"), have entered into an Airbus A319/A320/A321 Purchase Agreement
dated as of even date herewith (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
Buyer and the Seller have agreed to set forth in this Letter Agreement No.
13 (the "Letter Agreement") certain additional terms and conditions
regarding the sale of the Aircraft. Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and
words of similar import refer to this Letter Agreement.

        Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that
if the Agreement and this Letter Agreement have specific provisions which
are inconsistent, the specific provisions contained in this Letter
Agreement will govern.

        The Seller, under its arrangement with the Manufacturer, has
negotiated and obtained the following Technical Dispatch Reliability
Guarantee from the Manufacturer with respect to the Aircraft, subject to
the terms, conditions, limitations and restrictions all as hereinafter set
out. The Seller hereby guarantees to the Buyer the performance by the
Manufacturer of its obligations under this Technical Dispatch Reliability
Guarantee and hereby assigns to the Buyer, and the Buyer hereby accepts,
all of the rights and obligations of the Seller as aforesaid under the said
Technical Dispatch Reliability Guarantee, and the Seller subrogates the
Buyer into all such rights and obligations in respect of the Aircraft. The
Seller hereby warrants to the Buyer that it has all requisite authority to
make the foregoing assignment and effect the foregoing subrogation to and
in favor of the Buyer and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
the Buyer. Capitalized terms used in the following quoted provisions and
not otherwise defined therein will have the meanings assigned thereto in
the Agreement, except that the term "Seller" refers to the Manufacturer and
the term "Buyer" refers to the Seller.

        QUOTE

1.      SCOPE, COMMENCEMENT, DURATION

        This dispatch reliability guarantee (the "Guarantee") extends to
        the Aircraft fleet, will commence with delivery of the first
        Aircraft and will remain in force for a period of *** (the
        "Term"), ***.

2.      DEFINITION

2.1     Revenue Flight

        A "Revenue Flight" is a flight as stipulated in the Buyer's time
        table, and any scheduled charter flight of the Aircraft.

2.2     Aircraft Inherent Malfunction

        An "Aircraft Inherent Malfunction" is a condition whereby
        maintenance action is necessary to reestablish serviceability of
        the Aircraft.

2.3     Dispatched

        An Aircraft will be deemed to have been "Dispatched" when it leaves
        the gate for a Revenue Flight.

2.4     Chargeable Delay

        A "Chargeable Delay" will be deemed to have occurred when, by more
        than fifteen (15) minutes and for reasons other than those defined
        under "Excluded Delay," a primary Aircraft Inherent Malfunction
        causes a Revenue Flight to depart later than the scheduled
        departure time.

2.5     Excluded Delay

        Any delay which is not a Chargeable Delay is an "Excluded Delay."
        Excluded Delays are specifically excluded from this Guarantee, even
        if consequently the Aircraft is subject to a delay. These Excluded
        Delays include delays in scheduled departure due to:

        -  SERVICING - NO CORRECTIVE MAINTENANCE PERFORMED
           Struts
           Oil
           Hydraulic fluid
           Lubrication
           All servicing activities that do not require the mechanic to
           physically adjust or replace or defer structural repair and
           replace hardware/software
           Fueling related
           Deicing
           Water and waste
           Sanitizing / flushing
           Moisture condensation
           Printer paper replacement
           Routine cleaning
           Tire pressure servicing

        -  PRECAUTIONARY MAINTENANCE - NO CORRECTIVE MAINTENANCE PERFORMED
           Hydraulic leaks - within limits
           Fuel leak - within limits
           Manual closing or cycling passenger/crew/cargo door
           Decals/paint/appearance items
           Passenger amenity lamps
           Tires - worn past limits
           Brakes - worn past limits
           Resetting circuit breakers - no corrective maintenance performed
           according to FAA-
           approved FCOM

        -  SCHEDULED MAINTENANCE ACTIVITIES
           COMPLETION OF SCHEDULED / PLANNED WORK CONTENT OF SCHEDULED:
           Maintenance checks
           Maintenance set-ups

        -  PARTS DELAYS AND CANCELLATIONS

        -  EXTERNAL FORCE DAMAGE: AIRCRAFT DAMAGE/LIGHTNING STRIKES, ETC.

        -  KNOWN PERSONNEL ERROR

        -  SECONDARY DELAY / CANCELLATION :
           A previous delay(s) or cancellation(s) of subsequent scheduled
           flights on the same day caused by the same problem that caused
           the primary delay(s) or cancellation(s).

        -  Delays caused by systems or components being designated as "Go
           if" in the Minimum-Equipment List (MEL) as approved by the
           Buyer's airworthiness authorities for the Buyer's operation
           of the Aircraft.

        -  Delays attributable to the Propulsion Systems.

2 .6    Cancellation

        A "Cancellation" occurs when a Revenue Flight does not take place.
        The cancellation of any or all of the flight legs of a multi-leg
        flight constitutes only one (1) Cancellation. One (1) Cancellation
        is counted as one (1) event.

2.7     Achieved Dispatch Reliability

        "Achieved Dispatch Reliability" is the actual Dispatch Reliability
        obtained by the Aircraft fleet in regular revenue service and
        adjusted to the clauses of this Guarantee. ETOPS flights are not
        included in this Guarantee.

        Achieved Dispatch Reliability, expressed as a percent, will be
        computed every three months ("the Computation Period") and will be
        compared to the Guaranteed Dispatch Reliability level (as defined
        in Paragraph 3) at the end of each Computation Period.


                                        Total number of  Revenue Flights
                                        without Chargeable Delays or
           Achieved                     Cancellations during the
           Dispatch        =            Computation Period            X 100
                                        -----------------------------------

           Reliability                  Total number of Scheduled Revenue
                                        Flights during the Computation
                                        Period

3.      GUARANTEE

        The Seller guarantees the "Guaranteed Dispatch Reliability," set
        forth below in Subparagraph 3.1 and 3.2.

3.1     First *** Years of  Guarantee

        The Seller guarantees that, from the first three-month Computation
        Period following delivery of the first Aircraft and for Aircraft in
        commercial service, an Aircraft available for dispatch will, on
        average, have a *** percent probability of being dispatched without
        a Chargeable Delay. This probability will be maintained until the
        end of the *** year of operation of the Aircraft fleet following
        delivery of the first Aircraft.

3.2     Remaining Years of Guarantee

        The Seller guarantees that, from the first three-month Computation
        Period after the beginning of the *** year of operation of the
        Aircraft fleet in commercial service until the end of the Term, on
        average, an Aircraft available for dispatch will have a *** percent
        probability of being Dispatched without a Chargeable Delay.

4.      BUYER'S AND SELLER'S OBLIGATION

4.1     Buyer's and Seller's Obligations

        The Buyer's and Seller's specialists will mutually agree on the
        details of a Chargeable Delay reporting procedure not later than
        three (3) months before delivery of the first Aircraft.

4.2     Buyer's Obligations

        a) The Buyer will regularly submit Chargeable Delay data on a
           monthly basis not later than twenty (20) days after the end of
           the reporting month. Such data must contain detailed information
           on delays and Cancellations to allow the Seller to assess the
           nature of system or component malfunctions.


        b) The Buyer will notify the Seller at any time that the Achieved
           Dispatch Reliability is below the Guaranteed Dispatch
           Reliability Level. After such notice, the Seller will promptly
           take corrective actions. Upon request, all reasonably necessary
           additional detailed operational and engineering information will
           be provided by the Buyer in order to allow the Seller to
           determine the necessary action.

        c) The Buyer will incorporate in and apply to the Aircraft the
           procedures and modifications recommended by the Seller to the
           extent necessary in order to improve the Achieved Dispatch
           Reliability. Said modifications will be incorporated and such
           procedures will be applied as soon as is reasonably possible,
           consistent with the Buyer's maintenance program, following
           receipt of instructions and parts (if applicable) by the Buyer,
           provided that:

           i)  the effect of such a procedure or modification is substantiated
               to the Buyer's satisfaction,

           ii) application of such a procedure or modification is economical
               and practical as determined by the Buyer's customary analysis
               practice, and

           iii)***.

           In the event of a disagreement between the Seller and the Buyer
           as to the effectiveness of procedures or modifications proposed
           by the Seller to increase the achieved level, the Buyer will
           demonstrate to the Seller that pursuant to its analysis, such a
           modification or procedure is not effective.

           Notwithstanding the Buyer's obligations above, the Buyer may, at
           its option, decline to install such modification or decline to
           follow such revised procedures as are referred to above. If the
           Buyer so declines, the Seller may adjust the Guaranteed Dispatch
           Reliability Level downwards by an amount consistent with the
           improvement in the Achieved Dispatch Reliability Level, based on
           reasonable substantiation to the Buyer and on other operators'
           experience, if any, that of the reliability benefits of such
           modification or such revised procedures are expected to cause.

        d) Furthermore, the Buyer agrees to set its Aircraft fleet
           technical dispatch reliability goals as shown in the Buyer's
           regular reliability report (or equivalent) at a level equal to
           or greater than the Guaranteed Dispatch Reliability Level, so
           that both the Buyer's and Seller's technical staff can
           aggressively pursue attainment of the Guaranteed Dispatch
           Reliability Level.

4.3     Seller's Obligations

        During the Term, the Seller will provide technical and operational
        analyses of delays and cancellations and will develop corrections
        intended to reduce delays and, in the event that the Achieved
        Dispatch Reliability is below the Guaranteed Dispatch Reliability
        Level the Seller will, not later than six (6) months where
        practicable after notification by the Buyer and at no charge to the
        Buyer:

        a) provide modified Manufacturer's items, either hardware of software,
           to improve Achieved Dispatch Reliability,

        b) make recommendations concerning the Aircraft operation and
           maintenance programs, publications, and policies to improve
           Achieved Dispatch Reliability,

        c) assist the Buyer to cause Vendors action to improve the Achieved
           Dispatch Reliability.

5.      ADJUSTMENT

        Any design, certification, regulatory, organizational structure or
        Aircraft operation changes outside the Seller's control that may
        have an effect upon the operation and dispatch characteristics of
        the Aircraft will be cause for reevaluation or adjustment of this
        Guaranteed Dispatch Reliability Level by mutual agreement between
        the Buyer and the Seller.

6.      ACHIEVED DISPATCH RELIABILITY REVIEW MEETINGS

        An Achieved Dispatch Reliability review meeting between the
        Seller's and the Buyer's representatives will be scheduled at the
        end of each six (6) month period of Aircraft operation, or at some
        other period to be mutually agreed. Representatives of the Buyer
        and the Seller will participate in the meeting and will:

        a) review current Achieved Dispatch Reliability,

        b) eliminate unsupported or non-Aircraft-inherent delay claims from
           delay records to compute Achieved Dispatch Reliability,

        c) consider corrective action, if required,

        d) review the Buyer's incorporation of modifications as stated in
           Subparagraph 4.2 of this Letter Agreement and requirements, if
           any, for reduction of the Guaranteed Dispatch Reliability Level,

        e) review possible design, certification, regulatory,
           organizational structure or Aircraft operation changes and
           requirements, if any, necessitating adjustment of the Guaranteed
           Dispatch Reliability Level.

7.      LIABILITY LIMITATION

        The Seller's liability for failure to meet the Dispatch Reliability
        Guarantee values will be governed solely by the terms of this
        Dispatch Reliability Guarantee.

8.      ASSIGNMENT

        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 8 will be void and of no force or effect. Notwithstanding
        the preceding sentence, the terms of Subclauses 19.5 and 19.6 of
        the Agreement will apply to this Letter Agreement.



        If the foregoing correctly sets forth our understanding, please
        execute the original and one (1) copy hereof in the space provided
        below and return a copy to the Seller.

                                            Very truly yours,

                                            AVSA, S.A.R.L.


                                            By: /s/ Christophe Mourey
                                               ------------------------------

                                            Its:  Chief Executive Officer

                                            Date: October 31, 1997



Accepted and Agreed

US Airways Group, Inc.

By: /s/ Thomas A. Fink
   ---------------------------

Its:  Treasurer

Date: October 31, 1997




                    AIRCRAFT FINANCING LETTER AGREEMENT



As of October 31, 1997


US Airways, Inc.
2345 Crystal Drive
Arlington, VA  22227
Attention: Treasurer

Re: Aircraft Financing

Ladies and Gentlemen:

US Airways Group, Inc. and AVSA, S.A.R.L. (together with its successors and
permitted assigns, the "Seller") have entered into an Airbus A319/A320/A321
Purchase Agreement dated as of even date herewith (together with all
exhibits thereto and all letter agreements currently existing or hereafter
entered into that by their terms constitute part of such purchase
agreement, and as such purchase agreement may be amended, modified or
supplemented from time to time, the "Purchase Agreement"), which covers,
among other things, the sale by the Seller and the purchase by the Buyer
(as hereinafter defined) of the A319, A320 and A321 aircraft referred to
therein (the "Aircraft"). Clause 19 of the Purchase Agreement outlines the
terms and conditions upon which Buyer may assign its rights and
responsibilities under the Purchase Agreement to another party or other
parties. The term "Buyer" as used in this Aircraft Financing Letter
Agreement shall mean US Airways Group, Inc. or any and all assignees of US
Airways Group, Inc. in accordance with the provisions of Clause 19 of the
Purchase Agreement and any successors of US Airways Group, Inc. Any
references to Buyer in the singular are intended to include the plural and
vice versa, and to include each, any or all Buyers. As an inducement for
the Buyer to enter into the Purchase Agreement and consummate the
transactions therein described, Seller has agreed to enter into this
Aircraft Financing Letter Agreement with US Airways, Inc. (together with
all successors and permitted assigns "Airways"). The Aircraft shall have
installed thereon engines of a make and model to be selected by the Buyer
which are owned by the Buyer or by or on behalf of a financing party which
also owns the related airframe. The Seller and Airways have agreed to set
forth in this Aircraft Financing Letter Agreement (as amended, supplemented
or otherwise modified from time to time, the "Letter Agreement") the terms
of financial assistance offered to Airways by the Seller in connection with
the Buyer's acquisition of the Aircraft. The Buyer or Airways will obtain
*** The terms "herein", "hereof" and "hereunder" and words of similar
import refer to this Letter Agreement. Any references to *** (as defined in
Paragraph 4 hereof) in the singular are intended to include the plural and
vice versa.

            This Letter Agreement shall not constitute part of the Purchase
Agreement, but shall be a separate and independent contract of financial
accomodation.

      1.    Seller's Financing Commitment and General Provisions

        (a) The Seller hereby commits to provide or cause to be provided ***
            (the "Seller  Commitment").  ***.  Each such ***.

        (b) Except to the extent provided therein, ***.

        (c)   ***

        (d) The financial assistance obligations of the Seller
            contained in this Letter Agreement ***.

        (e) Airways will provide to Seller, on a ***.

            ***

      2.    ***

      3.    ***

      4.    General Terms and Conditions

            Unless expressly agreed to the contrary elsewhere in this
            Letter Agreement, the terms outlined below shall apply to all
            Seller Financings ***.

            Borrower:   ***

            ***

            Payments:         Principal and interest shall be payable ***.

            ***

            Documentation:    Seller and Airways shall mutually agree upon
                              each financing's documentation ***.

      5.    ***

      6.    Conditions Precedent

            During the term of this Letter Agreement, the obligations of the
      Seller *** shall be subject to the non-existence of any of the following
      events ***

            ***

      7.    Termination

            During the term of this Letter Agreement, each of the financing
      commitments of the Seller set forth herein shall be subject to the
      non-occurrence of any of the events described in this Paragraph (each a
      "Termination Event"), ***.

            ***

      8.    Assignment

            Subject to the provisions of this Paragraph 8, this Letter
      Agreement shall inure to the benefit of and be binding upon the
      successors and assigns of the parties hereto.  This Letter Agreement ***.

      9.    Miscellaneous

            (a)   Notices

            All notices and requests required or authorized hereunder shall
            be given and shall become effective in the manner set forth in
            Clause 22.1 of the Purchase Agreement. As of the date hereof,
            the addresses for notices to Airways are the same as for
            notices to Buyer.

      (b)   Waiver

            The failure of either party to enforce at any time any of the
            provisions of this Letter Agreement, or to exercise any right
            herein provided, or to require at any time performance by the
            other party of any of the provisions hereof, shall in no way be
            construed to be a present or future waiver of such provisions
            nor in any way to affect the validity of this Letter Agreement
            or any part thereof or the right of the other party thereafter
            to enforce each and every such provision. The express waiver by
            either party of any provision, condition or requirement of this
            Letter Agreement shall not constitute a waiver of any future
            obligation to comply with such provision, condition or
            requirement.

      (c)   INTERPRETATION AND LAW

            THIS LETTER AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE
            PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE
            LAWS OF THE STATE OF NEW YORK.

      (d)   SUBMISSION TO JURISDICTION

            EACH BORROWER AND THE SELLER IRREVOCABLY AGREE THAT ANY LEGAL
            ACTION OR PROCEEDING ARISING UNDER THIS LETTER AGREEMENT MAY BE
            BROUGHT AND DETERMINED IN THE SUPREME COURT OF THE STATE OF NEW
            YORK, NEW YORK COUNTY, IN THE GENERAL DISTRICT COURTS OF
            FAIRFAX COUNTY OR ARLINGTON COUNTY, VIRGINIA, OR IN THE UNITED
            STATES DISTRICT COURTS FOR THE SOUTHERN DISTRICT OF NEW YORK,
            OR IN THE EASTERN DISTRICT OF VIRGINIA, AND IRREVOCABLY ACCEPTS
            WITH REGARD TO ANY SUCH ACTION OR PROCEEDINGS THE NONEXCLUSIVE
            JURISDICTION OF THOSE COURTS. The Seller hereby irrevocably
            designates CT Corporation, New York City offices, to receive
            for and on its behalf service of process in any proceeding with
            respect to any matter as to which it submits to jurisdiction as
            set forth above, it being agreed that service upon CT
            Corporation will constitute valid service upon the Seller in
            any legal action or proceeding with respect to this Letter
            Agreement.

      (e)   Confidentiality

            Subject to any legal or governmental requirements of
            disclosure, the parties (which for this purpose shall include
            their employees, agents and advisors) shall maintain the terms
            and conditions of this Letter Agreement strictly confidential.
            Without limiting the generality of the foregoing, each Borrower
            and the Seller will limit the disclosure of the contents of
            this Letter Agreement, to the extent legally permissible, in
            any filing required to be made with any governmental agency and
            shall make such applications as shall be necessary to implement
            the foregoing. Each Borrower and the Seller shall consult with
            each other prior to the making of any public disclosure or
            filing, otherwise permitted hereunder, of this Letter Agreement
            or the terms and conditions hereof. The provisions of this
            Paragraph 9(e) shall survive any termination of this Letter
            Agreement.

      (f)   Severability

            In the event that any provision of this Letter Agreement should
            for any reason be held to be without effect, the remainder of
            this Letter Agreement shall remain in full force and effect. To
            the extent permitted by applicable law, each party hereto
            hereby waives any provision of law which renders any provision
            of this Letter Agreement prohibited or unenforceable in any
            respect.

      (g)   Alterations to Contract

            This Letter Agreement contains the entire agreement between the
            parties with respect to the subject matter hereof and
            supersedes any previous understanding, commitments or
            representations whatsoever, oral or written. This Letter
            Agreement shall not be varied except by an instrument in
            writing executed by both parties.

      (h)   Language

            All correspondence, documents and any other written matters in
            connection with this Letter Agreement shall be in English.

      (i)   Headings

            All headings in this Letter Agreement are for convenience of
            reference only and do not constitute a part of this Letter
            Agreement.

      (j)   Counterparts

            This Letter Agreement may be executed by the parties hereto in
            separate counterparts, each of which when so executed and
            delivered shall be an original, but all such counterparts shall
            together constitute but one and the same instrument.

      (k)   ***

            If the foregoing correctly sets forth our understanding, please
execute the original and one (1) copy hereof in the space provided below
and return a copy to the Seller.

                                          Very truly yours,


                                          AVSA, S.A.R.L.

                                          By:    /s/  Christophe Mourey
                                             -------------------------------
                                          Its:  Chief Executive Officer

                                          Date:  October 31, 1997


Accepted and Agreed

US Airways, Inc.

By:    /s/  Thomas A. Fink
   -----------------------------
Its:       Treasurer

Date:    October 31, 1997




US Airways Group, Inc.

By:   /s/  Thomas A. Fink
   -----------------------------
Its:       Treasurer

Date:    October 31, 1997





                            CONSENT AND GUARANTY


      Airbus Industrie G.I.E., established under "Ordonnance" No. 67-821
dated September 23, 1967, of the Republic of France (the "Guarantor"),
hereby acknowledges notice of and consents to all of the terms of the
Aircraft Financing Letter Agreement dated as of October 31, 1997 (as
amended, modified, or supplemented from time to time, the "Agreement"),
between AVSA, S.A.R.L. (the "Seller"), and US Airways, Inc.("Airways"), and
hereby irrevocably and unconditionally guarantees the due and punctual
payment and performance by the Seller of all of the latter's liabilities
and obligations as set forth in the said Agreement subject to the terms and
limitations therein contained. The Guarantor hereby agrees that its
obligations hereunder will be unconditional and absolute and, without
limiting the generality of the foregoing, will not be released, discharged
or otherwise affected by (i) any modification or amendment of or supplement
to said Agreement (other than release, discharge or waiver of this Guaranty
hereunder) or (ii) any assignment of said Agreement or of any rights or
obligations thereunder made in accordance with Paragraph 8 thereof. The
Guarantor further agrees that it will execute and delivery such other and
further instruments as may be reasonably requested by Airways, its
successors or assigns to reaffirm its obligations hereunder. This Consent
and Guaranty constitutes a guaranty of performance and of payment, and
Guarantor agrees that, in case of default by the Seller, Airways will not
be required to file suit against the Seller as a condition to enforcement
of this Consent and Guaranty.

      The Guarantor irrevocably agrees that any legal action or proceeding
against the Guarantor with respect to this Consent and Guaranty may be
brought and determined in the Supreme Court of the State of New York, New
York County, in the General District Court of Fairfax County or Arlington
County, Virginia, in the United States District Courts for the Southern
District of New York or the Eastern District of Virginia, or in the
commercial Court ("Tribunal de Commerce") of Toulouse, France, and
irrevocably accepts with regard to any such action or proceeding the
nonexclusive jurisdiction of those courts. The Guarantor irrevocably waives
the benefit of Articles 14 and 15 of the French Civil Code. The Guarantor
hereby irrevocably waives, and agrees not to assert, the defense of
sovereign immunity, and, to the extent permitted by law, the defense that
any such action or proceeding is brought in an inconvenient forum, that the
venue of any such action or proceeding is improper, or that this Consent
and Guaranty may not be enforced in or by such courts. However, the
preceding sentence will not be construed as a waiver of any requirement of
service of process. The Guarantor hereby irrevocably designates CT
Corporation as the Guarantor's agent to receive service of process in any
legal action or proceeding with respect to this Consent and Guaranty.

THIS CONSENT AND GUARANTY WILL BE GOVERNED BY AND CONSTRUED AND THE
PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.



                                          Airbus Industrie G.I.E.


                                          By:   /s/  Jean Pierson
                                             ----------------------------
                                          Title: Managing Director
















                                                                  Attachment A




                    Partners of Airbus Industrie G.I.E.
                           As of October 31, 1997



      Name                                             Percentage Share

      Aerospatiale, Societe Nationale Industrielle           37.9%

      Daimler-Benz Aerospace Airbus, GmbH                    37.9%

      British Aerospace (Operations) LTD                     20%

      Construcciones Aeronauticas, S.A.                       4.2%





                            *** LETTER AGREEMENT





As of October 31, 1997


US Airways, Inc.
2345 Crystal Drive
Arlington, VA  22227
Attention: Treasurer

Re: ***

Ladies and Gentlemen:

US Airways Group, Inc. and AVSA, S.A.R.L. (together with its successors and
permitted assigns, the "Seller") have entered into an Airbus A319/A320/A321
Purchase Agreement dated as of even date herewith (together with all
exhibits thereto and all letter agreements currently existing or hereafter
entered into that by their terms constitute part of such purchase
agreement, and as such purchase agreement may be amended, modified or
supplemented from time to time, the "Purchase Agreement"), which covers,
among other things, the sale by the Seller and the purchase by the Buyer
(as hereinafter defined) of the A319, A320 and A321 aircraft referred to
therein (the "Aircraft"). Clause 19 of the Purchase Agreement outlines the
terms and conditions upon which Buyer may assign its rights and
responsibilities under the Purchase Agreement to another party or other
parties. The term "Buyer" as used in this *** Letter Agreement shall mean
US Airways Group, Inc. or any and all assignees of US Airways Group, Inc.
in accordance with the provisions of Clause 19 of the Purchase Agreement
and any successors of US Airways Group, Inc. Any references herein to Buyer
in the singular are intended to include the plural and vice versa, and to
include each, any or all Buyers. As an inducement for the Buyer to enter
into the Purchase Agreement and consummate the transactions therein
described, Seller has agreed to enter into this *** Letter Agreement with
US Airways, Inc. (together with all successors and permitted assigns
"Airways"). The Seller and Airways have agreed to set forth in this ***
Letter Agreement (as amended, supplemented or otherwise modified from time
to time, the "Letter Agreement") the terms of *** in connection with the
Buyer's acquisition of the Aircraft. The terms "herein", "hereof" and
"hereunder" and words of similar import refer to this Letter Agreement. Any
references herein to *** (as defined in Paragraph 4 hereof) in the singular
are intended to include the plural and vice versa.

      This Letter Agreement shall not constitute part of the Purchase
Agreement, but shall be a separate and independent contract of financial
accommodation.

1.    General

      At the request of Airways, the Seller shall arrange or cause to
be arranged a financing facility ***.

2.    ***

3.    ***

4.    ***

5.    ***

6.    ***

7.    ***

8.    ***

9.    ***

10.   ***

11.   ***

12.   ***

13.   ***

14.   ***

15.   ***

16.   ***

            If the foregoing correctly sets forth our understanding, please
execute the original and one (1) copy hereof in the space provided below
and return a copy to the Seller.

                                          Very truly yours,


                                          AVSA, S.A.R.L.

                                          By:   /s/  Christophe Mourey
                                             -------------------------------
                                          Its:  Chief Executive Officer

                                          Date: October 31, 1997




Accepted and Agreed

US Airways, Inc.

By:   /s/   Thomas A. Fink
   ------------------------------
Its:     Treasurer

Date: October 31, 1997





US Airways Group, Inc.

By:  /s/  Thomas A. Fink
   ------------------------------
Its:     Treasurer


Date: October 31, 1997





                            CONSENT AND GUARANTY


      Airbus Industrie G.I.E., established under "Ordonnance" No. 67-821
dated September 23, 1967, of the Republic of France (the "Guarantor"),
hereby acknowledges notice of and consents to all of the terms of the ***
Letter Agreement dated as of October 31, 1997 (as amended, modified or
supplemented from time to time the "Agreement"), between AVSA, S.A.R.L.
(the "Seller"), and US Airways, Inc. ("Airways"), and hereby irrevocably
and unconditionally guarantees the due and punctual payment and performance
by the Seller of all of the latter's liabilities and obligations as set
forth in the said Agreement subject to the terms and limitations therein
contained. The Guarantor hereby agrees that its obligations hereunder will
be unconditional and absolute and, without limiting the generality of the
foregoing, will not be released, discharged or otherwise affected by (i)
any modification or amendment of or supplement to said Agreement (other
than release, discharge or waiver of this Guaranty hereunder) or (ii) any
assignment of said Agreement or of any rights or obligations thereunder
made in accordance with Paragraph 14 thereof. The Guarantor further agrees
that it will execute and delivery such other and further instruments as may
be reasonably requested by Airways, its successors or assigns to reaffirm
its obligations hereunder. This Consent and Guaranty constitutes a guaranty
of performance and of payment, and the Guarantor agrees that, in case of
default by Seller, Airways will not be required to file suit against the
Seller as a condition to enforcement of this Consent and Guaranty.

      The Guarantor irrevocably agrees that any legal action or proceeding
against the Guarantor with respect to this Consent and Guaranty may be
brought and determined in the Supreme Court of the State of New York, New
York County, in the General District Court of Fairfax County or Arlington
County, Virginia, in the United States District Courts for the Southern
District of New York or the Eastern District of Virginia, or in the
commercial Court ("Tribunal de Commerce") of Toulouse, France, and
irrevocably accepts with regard to any such action or proceeding the
nonexclusive jurisdiction of those courts. The Guarantor irrevocably waives
the benefit of Articles 14 and 15 of the French Civil Code. The Guarantor
hereby irrevocably waives, and agrees not to assert, the defense of
sovereign immunity, and, to the extent permitted by law, the defense that
any such action or proceeding is brought in an inconvenient forum, that the
venue of any such action or proceeding is improper, or that this Consent
and Guaranty may not be enforced in or by such courts. However, the
preceding sentence will not be construed as a waiver of any requirement of
service of process. The Guarantor hereby irrevocably designates CT
Corporation as the Guarantor's agent to receive service of process in any
legal action or proceeding with respect to this Consent and Guaranty.

      THIS CONSENT AND GUARANTY WILL BE GOVERNED BY AND CONSTRUED
AND THE PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.







                                          Airbus Industrie G.I.E.


                                          By:  /s/  Jean Pierson
                                             ------------------------------
                                          Title: Managing Director





               AIRCRAFT FINANCING LETTER AGREEMENT AMENDMENT




As of November 24, 1998


US Airways, Inc.
2345 Crystal Drive
Arlington, VA 22227
Attention:  Treasurer


Re:   Aircraft Financing


US Airways Group, Inc. and AVSA, S.A.R.L. have entered into an Airbus
A330/A340 Purchase Agreement dated as of even date herewith (together with
all exhibits thereto and all letter agreements currently existing or
hereafter entered into that by their terms constitute part of such purchase
agreement, and as such purchase agreement may be amended, modified or
supplemented from time to time, the "A330/A340 Purchase Agreement), which
covers among other things, the sale by the Seller and the purchase by the
Buyer of A330/A340 Aircraft referred to therein (the "A330/A340 Aircraft).
As an inducement for the Buyer to enter into the A330/A340 Purchase
Agreement and consummate the transactions therein described, AVSA S.A.R.L.
agrees to amend the terms of the Aircraft Financing Letter Agreement (as
amended, modified or supplemented from time to time) dated as of October
31, 1997 between AVSA, S.A.R.L. and US Airways, Inc. (together with its
successors and permitted assigns, "Airways")(the "Letter Agreement") ***.
Unless otherwise defined, capitalized terms used herein shall have the
meanings set forth in the Letter Agreement.

The Letter Agreement is hereby amended as follows:

1.    ***

2.    The following new paragraph shall be inserted immediately
      following the introductory paragraph: "Except as otherwise set forth
      herein, the following defined terms shall have the meanings set forth
      below for the remainder of this Letter Agreement:

      ***

3.    The first sentence of Section 1(a) shall be amended and restated
      in its entirety as follows: "The Seller hereby commits to provide or
      cause to be provided ***.

4.    ***

5.    ***

6.    Section 1(d) shall be amended and restated in its entirety as
      follows: "The financial assistance obligations of the Seller
      contained in this Letter Agreement ***.

7.    ***

8.    The last sentence under the caption *** in Section 4 shall be
      amended and restated in its entirety as follows: ***

9.    The following new paragraph is added to the end of Section 4
      following the summary of terms and conditions.

      ***

10.   ***

11.   A new paragraph following *** shall be added and shall read
      in its entirety as follows:

      ***

12.   Section 6(a) shall be amended by addition of the following clause at
      the end of the present text:

      ***

13.   ***

14.   The final paragraph of Section 7 ***.

Except as provided herein, all other provisions of the Letter Agreement
shall remain unchanged.


If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a
copy to the Seller.




                                    Very truly yours,


                                    AVSA, S.A.R.L.





                                    By:   /s/ Michele Lascaux
                                       -------------------------------
                                    Its:  Director Contracts

                                    Date:
Accepted and Agreed

US Airways, Inc.

By:     /s/  Thomas A. Fink
   ---------------------------
Its:  Vice President, Purchasing
      & Treasurer

Date: February 3, 1999


Accepted and Agreed

US Airways Group, Inc.

By:     /s/  Thomas A. Fink
   ---------------------------
Its:  Vice President, Purchasing
      & Treasurer

Date: February 3, 1999