exv10w23






Exhibit 10.23




Amendment No. 1




to the




Amended and Restated Airbus A350 XWB Purchase Agreement




dated as of October 2, 2007




between




AIRBUS S.A.S.




and




US AIRWAYS, INC.




This Amendment No. 1 to the Amended and Restated Airbus A350 XWB Purchase Agreement between Airbus
S.A.S. and US Airways, Inc., (this “Amendment”) is entered into as of October 20, 2008 by
and between Airbus S.A.S., a société par actions simplifiée, organized and existing under the laws
of the Republic of France, having its registered office located at 1, rond-point Maurice Bellonte,
31700 Blagnac, France (the “Seller”), and US Airways, Inc., a corporation organized and
existing under the laws of the State of Delaware, United States of America, having its principal
corporate offices located at 111 West Rio Salado Parkway, Tempe, Arizona 85281, U.S.A. (the
“Buyer”);



WITNESSETH:




WHEREAS, the Buyer and the Seller entered into an Amended and Restated Airbus A350 XWB Purchase
Agreement, dated as of October 2, 2007, relating to the sale by the Seller and the purchase by the
Buyer of certain Airbus A350 XWB model aircraft, which, together with all Exhibits, Appendices and
Letter Agreements attached thereto, is hereinafter called the “Agreement.”



WHEREAS, the Seller has proposed to the Buyer that in exchange for the agreement of the Buyer to
amend, among other things, certain provisions of the Aggregate Agreements (as hereinafter defined)
**;

WHEREAS, the amendments referred to above are set forth in this Amendment by and between the Seller
and the Buyer, dated as of even date herewith (“Amendment No. 1”), the Amended and Restated
Letter Agreement No. 3 to the Agreement, dated as of even date herewith (“Amended and Restated
Letter Agreement No. 3”), the Amended and Restated Letter Agreement No. 5 to the Agreement,
dated as of even date herewith (“Amended and Restated Letter Agreement No. 5”) and the
Amended and Restated Letter Agreement No. 9 to the Agreement, dated as of even date herewith
(“Amended and Restated Letter Agreement No. 9”);



WHEREAS, the Buyer is willing to enter into (A) this Amendment, Amended and Restated Letter
Agreement No. 3, Amended and Restated Letter Agreement No. 5 and Amended and Restated Letter
Agreement No. 9, (B) Amendment No. 2 to the Airbus A330 Purchase Agreement dated as of even date
herewith, (C) Amendment No. 2 to the Amended and Restated Airbus A320 Family Aircraft Purchase
Agreement dated as of even date herewith, (D)** and (E)** (collectively the “Aggregate
Agreements”)**;



 





			
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WHEREAS, the Buyer and the Seller agree and acknowledge that such amendments ** are an adjustment
to the commercial terms set forth in the Agreement and are not intended to be**;



WHEREAS the Buyer and the Seller agree and acknowledge that such amendments to the commercial terms
set forth in the Agreement are intended**; and



WHEREAS, the Buyer and the Seller acknowledge that immediately upon execution of this Amendment,
concurrently with the execution of the above referenced amendments, the Seller will**;



NOW, THEREFORE, IT IS AGREED AS FOLLOWS:



Capitalized terms used herein and not otherwise defined in this Amendment will have the meanings
assigned to them in the Agreement. The terms “herein,” “hereof,” and “hereunder” and words of
similar import refer to this Amendment.



1. DELIVERY 





The delivery schedule set forth in Clause 9.1.1 of the Agreement is hereby deleted and
restated to read in its entirety as follows:




QUOTE



	 	 	 
	9.1.1

	 	**, the Seller will have the Aircraft Ready for Delivery at the Delivery
Location within the following months (each a “Scheduled Delivery Month”).






 





			
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	Year	 	CAC ID Number	 	Aircraft	 	Scheduled Delivery Month
	2015

	 	 	**	 	 	**
	 	**
	2016

	 	 	**	 	 	**
	 	**
	2017

	 	 	**	 	 	**
	 	**
	2018

	 	 	**	 	 	**
	 	**
	TOTAL

	 	 	22	 	 	 	 	 







UNQUOTE



2. **





Letter Agreement No. 3 is terminated in its entirety and replaced by the Amended and
Restated Letter No. 3 attached hereto.



3. **





Letter Agreement No. 5 is terminated in its entirety and replaced by the Amended and
Restated Letter No. 5 attached hereto.



4. PRODUCT SUPPORT





In Paragraph 18 of Letter Agreement No. 7 the word “**” is deleted and replaced with “**”.



 





			
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5. PERFORMANCE GUARANTEES





**



6. PERFORMANCE RETENTION GUARANTEE





Appendix B to Letter Agreement No. 12 is deleted in its entirety and replaced with Appendix
B attached hereto as Exhibit A.



7. MISCELLANEOUS TERMS





	7.1 Letter Agreement No. 9 is terminated in its entirety and replaced by the Amended and Restated
Letter No. 9 attached hereto.
	 
	7.2	 	In Clause 1.1.1 of Letter Agreement No. 2, the following is deleted:






QUOTE




**




UNQUOTE




and replaced with the following quoted text:




QUOTE




**




UNQUOTE



8. **





Letter Agreement No. 10 is hereby terminated.




 





			
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9. **





	9.1	 	The second sentence in Paragraph 1 of Letter Agreement No. 14 is deleted and replaced with
the following:
	 
	 	 	QUOTE
	 
	 	 	**
	 
	 	 	UNQUOTE






	9.2	 	In Paragraph 3.1 of Letter Agreement No. 14 ** is deleted and replaced with “**”.
	 
	9.3	 	**
	 
	9.4	 	**
	 
	10.	 	**






In addition to Seller’s other rights and remedies, **.



11. ASSET COVENANTS





The following is inserted into the Agreement after Clause 22.13:




QUOTE



	 	 	 	 	 
	 	22.14	 	 	Asset Covenants
	 	 	 	 	 
	 	22.14.1	 	 	The Buyer shall not sell, transfer, convey, assign or otherwise dispose of any of
its properties or other assets or operated Airbus aircraft to the extent any such
disposition (k) materially impairs the business or operations of the Buyer, (ii)
materially changes the nature of the Buyer’s business, (iii) constitutes a disposition
of a substantial portion of the Buyer’s assets or (iv) constitutes a disposition of a
substantial portion of the Buyer’s Airbus aircraft fleet in-service as of the date
hereof.
	 	 	 	 	 
	 	22.14.2	 	 	Minimum Unrestricted Cash. The Buyer will not permit the aggregate amount of
Unrestricted Cash (as hereinafter defined) to be less than required in the Citi Loan
Agreement from time to time or any successor agreement or facility thereof,**.
	 	 	 	 	 
	 	 	 	 	“Unrestricted Cash” means cash and Cash Equivalents (as hereinafter
defined) of the Buyer, its parent and affiliates that (i) may be classified, in
accordance with GAAP, as “unrestricted” on the consolidated balance sheets of the
Buyer’s parent or (ii) may be qualified, in accordance with GAAP, as “restricted”
on the consolidated balance sheets of the Buyer’s parent solely in favor of the
administrative agent and any lenders pursuant to the Citi Loan Agreement and the
related loan documents (or any amendment, replacement or refinancing thereof).
	 	 	 	 	 
	 	 	 	 	“Cash Equivalents” means, as at any date of determination, (i) marketable
securities (a) issued or directly and unconditionally guaranteed as to interest
and principal by the United States government or (b) issued by any agency or
instrumentality of the United






 





			
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	 	 	 	States the obligations of which are backed by the full faith and credit of the
United States, in each case maturing within one year after such date; (ii)
marketable direct obligations issued by any state of the United States of America
or any political subdivision of any such state or any instrumentality thereof, in
each case maturing within one year after such date and having, at the time of the
acquisition thereof, the highest rating obtainable from either S&P or Moody’s;
(iii) commercial paper not issued by the Buyer’s parent maturing no more than one
year after such date and having, at the time of the acquisition thereof, a rating
of at least A-2 from S&P or at least P-2 from Moody’s; (iv) certificates of
deposit or bankers’ acceptances maturing within one year after such date and
issued or accepted by any Eligible Lender (as hereinafter defined) or by any
commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia that (a) is at least “adequately
capitalized” (as defined in the regulations of its primary Federal banking
regulator) and (b) has Tier 1 capital (as defined in such regulations) of not
less than $500,000,000 (US dollars – five hundred million); (v) shares of any
money market mutual fund that (a) has at least 95% of its assets invested
continuously in the types of investments referred to in clauses (i) and (ii)
above, (b) has net assets of not less than $500,000,000 (US dollars – five
hundred million), and (c) has the highest rating obtainable from either S&P or
Moody’s; (vi) auction rate securities that have the highest rating obtainable
from either S&P or Moody’s and with a maximum reset date at least every 30 days
and (vii) investments made pursuant to the investment portfolio guidelines from
time to time adopted by the board of directors of the Buyer’s parent or any
committee thereof.
	 
	 	 	 	 
	 

	 	 	 	“Eligible Lender” means (i) so long as any loans or obligations under the
Citi Loan Agreement remain outstanding, any “Eligible Lender” as defined in the
Citi Loan Agreement and (ii) thereafter, (a) a commercial bank having total
assets whose Dollar equivalent exceeds $5,000,000,000 (US dollars – five
billion), (b) a finance company, insurance company or any other financial
institution or fund, in each case reasonably acceptable to the Seller and
regularly engaged in making, purchase or investing in loans and having a net
worth determined in accordance with GAAP, whose Dollar equivalent exceeds
$250,000,000 (US dollars – two hundred fifty million) (or, to the extent net
worth is less than such amount, a finance company, insurance company, other
financial institution or fund, reasonably acceptable to the Seller and the Buyer)
or (c) a savings and loan association or saving bank organized under the laws of
the United States or any State thereof having a net worth, determined in
accordance with GAAP, whose Dollar equivalent exceeds $250,000,000 (US dollars –
two hundred fifty million); provided, however, that the following entities shall
not be deemed to be an “Eligible Lender”: (a) an airline, a commercial aircraft
operator, an air freight forwarder or an entity principally engaged in the
business of parcel transport by air or (b) an affiliate of any entity described
in clause (a) above.






“GAAP” means generally accepted accounting principles in the United
States, as in effect from time to time as set forth in opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of Financial
Accounting Savings Board approved by a significant segment of the accounting
profession in the United States.



 





			
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	 	 	 	“Citi Loan Agreement” means the Loan Agreement, dated as of March 23,
2007, among Buyer’s parent, certain subsidiaries of the Buyer’s parent, the
lenders from time to time party thereto and Citicorp North America, Inc., as
administrative agent.







UNQUOTE




	12.	 	EFFECT OF AMENDMENT






	12.1	 	Upon execution, Amendment will constitute a valid amendment to the Agreement and the
Agreement will be deemed to be amended to the extent herein provided and, except as
specifically amended hereby, will continue in full force and effect in accordance with its
original terms. This Amendment supersedes any previous understandings, commitments or
representations whatsoever, whether oral or written, related to the subject matter of this
Amendment.
	 
	12.2	 	Both parties agree that this Amendment will constitute an integral, nonseverable part of the
Agreement, that the provisions of the Agreement are hereby incorporated herein by reference,
and that this Amendment will be governed by the provisions of the Agreement, except that if
the Agreement and this Amendment have specific provisions that are inconsistent, the specific
provisions contained in this Amendment will govern.






	13.	 	CONFIDENTIALITY
	 
	 	 	This Amendment is subject to the confidentiality provisions set forth in Clause 22.7 of the
Agreement.






	14.	 	COUNTERPARTS
	 
	 	 	This Amendment may be signed in any number of separate counterparts. Each counterpart, when
signed and delivered (including counterparts delivered by facsimile transmission), will be
an original, and the counterparts will together constitute one and the same instrument.





 





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



	 	 	 	 	 
	US AIRWAYS, INC.

	 	AIRBUS S.A.S.	 	 
	 
	 	 	 	 
	By: /s/ Thomas T. Weir



	 	By: /s/ John J. Leahy
	 	 
	 

	 	
 


	 	 
	Its: Vice President and Treasurer

	 	
Its: Chief Operating Officer 

       Customers
	 	 






 




	 	 	 
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EXHIBIT A




APPENDIX B TO LETTER AGREEMENT NO. 12




Planning for the delivery of the A350-800/Trent XWB 75,000 lb aircraft:




	 	 	 	 	 
	Scheduled Delivery Quarter 	 	Year	 	Quantity
	**
	 	**	 	**
	 
	**
	 	**	 	**
	 
	**
	 	**	 	**
	 
	**
	 	**	 	**
	 
	**
	 	**	 	**
	 
	**
	 	**	 	**
	 
	**
	 	**	 	**
	 
	**
	 	**	 	**
	 
	**
	 	**	 	**
	 
	**
	 	**	 	**
	 
	Total
	 	 	 	22






 




			
	 	 	 
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AMENDED AND RESTATED

LETTER AGREEMENT NO. 3

TO THE AMENDED AND RESTATED AIRBUS A350 XWB PURCHASE AGREEMENT

Dated as of October 2, 2007




As of October 20, 2008




US Airways, Inc.

111 West Rio Salado Parkway

Tempe, Arizona 85281




Re: **




Ladies and Gentlemen,



US Airways, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into
an Amended and Restated A350 XWB Purchase Agreement dated as of October 2, 2007, as amended by
Amendment No. 1 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 Amended and Restated 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.



The parties agree that this Letter Agreement will constitute an integral, nonseverable part of said
Agreement, that the provisions of said Agreement are hereby incorporated 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 that are inconsistent, the specific
provisions contained in this Letter Agreement will govern.




 





			
	 	 	 
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	 	 	**
	 
	4.	 	ASSIGNMENT
	 
	 	 	Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement and the rights
and obligations of the Buyer hereunder will not be assigned or transferred in any manner
without the prior written consent of the Seller, and any attempted assignment or transfer in
contravention of the provisions of this Letter Agreement will be void and of no force or
effect.
	 
	5.	 	COUNTERPARTS
	 
	 	 	This Letter Agreement may be signed in any number of separate counterparts. Each
counterpart, when signed and delivered (including counterparts delivered by facsimile
transmission), will be an original, and the counterparts will together constitute one and
the same instrument.







 




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




	 	 	 	 	 	 	 	 	 	 	 
	US AIRWAYS, INC.	 	 	 	AIRBUS S.A.S.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Thomas T. Weir
 

	 	 	 	By:
	 	/s/ John J. Leahy
 

	 	 
	   
Name:  Thomas T. Weir	 	 	 	   
Name:  John J. Leahy
	 	 
	   Title: Vice President and Treasurer
	 	 	 	   Title: Chief Operating Officer


             Customers	 	 








 




	 	 	 
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LA 3









 





AMENDED AND RESTATED

LETTER AGREEMENT NO. 5

TO AMENDED AND RESTATED AIRBUS A350 XWB PURCHASE AGREEMENT

Dated as of October 2, 2007




As of October 20, 2008




US Airways, Inc.

111 West Rio Salado Parkway

Tempe, Arizona 85281




Re: **




Ladies and Gentlemen,



US Airways, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into
an Amended and Restated A350 XWB Purchase Agreement dated as of October 2, 2007, as amended by
Amendment No. 1 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 Amended and Restated 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.



The 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 that are inconsistent, the specific
provisions contained in this Letter Agreement will govern.






 




	 	 	 
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**





	3.	 	ASSIGNMENT
	 
	 	 	Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement and the rights
and obligations of the Buyer hereunder will not be assigned or transferred in any manner
without the prior written consent of the Seller, and any attempted assignment or transfer in
contravention of the provisions of this Letter Agreement will be void and of no force or
effect.
	 
	4.	 	COUNTERPARTS
	 
	 	 	This Letter Agreement may be signed in any number of separate counterparts. Each
counterpart, when signed and delivered (including counterparts delivered by facsimile
transmission), will be an original, and the counterparts will together constitute one and
the same instrument.








 




	 	 	 
	**Confidential Treatment Requested.
	 	 
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	Amended and Restated Airbus A350 XWB Purchase Agreement
	 	 
	Execution
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If the foregoing correctly sets forth your understanding, please sign two (2) counterparts hereof
in the space provided below and return one (1) such counterpart to the Seller.




	 	 	 	 	 	 	 	 	 	 
	 	US AIRWAYS, INC.	 	AIRBUS S.A.S.	 	 
	 
	 	 	 	 	 	 	 	 	 
		By:

	 	/s/ Thomas T. Weir
 

	 	By:
	 	/s/ John J. Leahy
 

	 	 
		Name:

	 	Thomas T. Weir
	 	Name:
	 	John J. Leahy	 	 
	 	

 Title:


	 	Vice President and Treasurer
		    Title:
	 	Chief Operating Officer


Customers	 








 




	 	 	 
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	Amended and Restated Airbus A350 XWB Purchase Agreement
	 	 
	Execution
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LA 5











 





AMENDED AND RESTATED

LETTER AGREEMENT NO. 9

TO AMENDED AND RESTATED AIRBUS A350 XWB AIRCRAFT PURCHASE AGREEMENT

Dated as of October 2, 2007




As of October 20, 2008




US Airways, Inc.

111 West Rio Salado Parkway

Tempe, Arizona 85281




Re: MISCELLANEOUS




Ladies and Gentlemen,



US Airways, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into
an Amended and Restated A350 XWB Purchase Agreement dated as of October 2, 2007, as amended by
Amendment No. 1 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 Amended and Restated 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.



The parties agree that this Letter Agreement will constitute an integral, non-severable part of
said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference,
and that this Letter Agreement 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.





 




	 	 	 
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Amended and Restated Airbus A350 XWB Purchase Agreement 

Execution 

081020-CT0803167-LA9-USA-A350
	 	





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	1.	 	LEASED AIRCRAFT





**





	2.	 	EXCUSABLE DELAY AND TOTAL LOSS






     **




	3.	 	TERMINATION
	 
	3.1	 	**
	 
	3.2	 	Paragraph 21.2(1)(i) of the Agreement is amended to read as follows between the “QUOTE” and
“UNQUOTE”




   QUOTE

   **

   UNQUOTE





	3.3	 	Clause 21.2 (2) (A) of the Agreement is hereby superseded and replaced by the following text
between the “QUOTE” and “UNQUOTE”:




   QUOTE



   **



   UNQUOTE





	4.	 	ASSIGNMENT






Except as set forth in Clause 20.2 of the Agreement, this Letter Agreement and the
rights and obligations of the Buyer hereunder will not be assigned or transferred in
any manner without the prior written consent of the Seller, and any attempted
assignment or transfer in contravention of the provisions of this Paragraph 4 will
be void and of no force or effect.




	5.	 	COUNTERPARTS






This Letter Agreement may be signed in any number of separate counterparts. Each
counterpart, when signed and delivered (including counterparts delivered by
facsimile transmission), will be an original, and the counterparts will together
constitute one and the same instrument.





 




			
	 	 	 
	**Confidential Treatment Requested. 

USA — Amended and Restated Letter Agreement No. 9 to 

Amended and Restated Airbus A350 XWB Purchase Agreement 

Execution 

081020-CT0803167-LA9-USA-A350
	 	





PRIVILEGED AND CONFIDENTIAL






LA 9 - 2 of 3









 





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




	 	 	 	 	 	 	 	 	 	 	 	 	 
	US AIRWAYS, INC.	 	 	 	AIRBUS S.A.S.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Thomas T. Weir	 	 	 	By:	 	/s/  John J. Leahy
	 	 	 	 	 	 	 	 	 
	Name: 

	 	Thomas T. Weir
	 	 	 	Name: 	 	John J. Leahy
	Title:

	 	Vice President and Treasurer
	 	 	 	Title:	 	Chief Operating Officer

Customers






 




			
	 	 	 
	USA — Amended and Restated Letter Agreement No. 9 to 

Amended and Restated Airbus A350 XWB Purchase Agreement 

Execution 

081020-CT0803167-LA9-USA-A350
	 	


PRIVILEGED AND CONFIDENTIAL







LA 9