exv10w8






Exhibit 10.8




Amendment No. 2




to the




A330 Purchase Agreement




dated as of October 2, 2007




between




AIRBUS S.A.S.




and




US AIRWAYS, INC.




This Amendment No. 2 to the A330 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 Airbus A330 Purchase Agreement, dated as of
October 2, 2007, which agreement, as previously amended by and supplemented with all Exhibits,
Appendices, Letter Agreements and amendments, including Amendment No. 1 executed November 15, 2007,
(the “Agreement”) relates to the sale by the Seller and the purchase by the Buyer of
certain Airbus A330 model aircraft.



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. 2”), 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 including Amended and Restated
Letter Agreement No. 5 and Amended and Restated Letter Agreement No. 9, (B) Amendment No. 1 to the
Amended and Restated Airbus A350 XWB 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 and ** 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 the 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.





 





			
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	1.	 	MISCELLANEOUS
	 
	 	 	In Clause 16.7.1 of the Agreement, the words “Clause 16.8.2” are deleted and replaced with
the following quoted text:
	 
	 	 	“Clause 16.6.2”
	 
	2.	 	**
	 
	2.1	 	The last paragraph of Paragraph 2.2 of Letter Agreement No. 3 is deleted in it entirety.
	 
	2.2	 	Paragraph 3 of Letter Agreement No. 3 is deleted in its entirety and replaced with the following:
	 
	 	 	“INTENTIONALLY LEFT BLANK”
	 
	2.3	 	In Paragraph 5.2 of Letter Agreement No. 3 the words “**”are deleted.
	 
	3.	 	**
	 
	 	 	Letter Agreement No. 5 is terminated in its entirety and replaced by the Amended and
Restated Letter No. 5 attached hereto.
	 
	4.	 	MISCELLANEOUS TERMS
	 
	4.1	 	Letter Agreement No. 9 is terminated in its entirety and replaced by the Amended and Restated
Letter No. 9 attached hereto.
	 
	4.2	 	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
	 
	5.	 	**
	 
	 	 	In addition to Seller’s other rights and remedies, **.
	 
	6.	 	ASSET COVENANTS





The following is inserted into the Agreement after Clause 22.13:




	 	 	QUOTE






 





			
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	 	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 (i) 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 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






 





			
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	 	 	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.
	 
	 	 	“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
	 
	7.	 	EFFECT OF AMENDMENT
	 
	7.1	 	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.
	 
	7.2	 	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.
	 
	8.	 	CONFIDENTIALITY
	 
	 	 	This Amendment is subject to the confidentiality provisions set forth in Clause 22.7 of the
Agreement.
	 
	9.	 	COUNTERPARTS






 





			
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	 	 	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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AMENDED AND RESTATED

LETTER AGREEMENT NO. 5

TO AIRBUS A330 PURCHASE AGREEMENT

Dated as of October 2, 2007




October 20, 2008




US Airways, Inc.

111 West Rio Salado Pkwy

Tempe, Arizona 85281




Re: **




Ladies and Gentlemen,




US Airways, Inc. (the “Buyer”) and Airbus S.A.S. (the “Seller”) have entered into
an Airbus A330 Purchase Agreement dated as of October 2, 2007, as amended by Amendment No. 1 dated
as of November 15, 2007 and Amendment No. 2 thereto 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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USA — Amended and Restated Letter Agreement No. 5 to 

Airbus A330 Purchase Agreement 

Execution 

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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 same
instrument.






 





			
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USA — Amended and Restated Letter Agreement No. 5 to 

Airbus A330 Purchase Agreement 

Execution 

081020-CT0803167-LA5-USA-A330
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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






 





			
	**Confidential Treatment Requested. 

USA — Amended and Restated Letter Agreement No. 5 to 

Airbus A330 Purchase Agreement 

Execution 

081020-CT0803167-LA5-USA-A330
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AMENDED AND RESTATED

LETTER AGREEMENT NO. 9

TO AIRBUS A330 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 Airbus A330 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, 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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USA — Amended and Restated Letter Agreement No. 9 to 

Airbus A330 Purchase Agreement 

Execution 

081020-CT0803167-LA9-USA-A330
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	1.	 	TERMINATION
	 
	1.1	 	Paragraph 21.1 of the Agreement is hereby superseded and replaced by the following text
between “QUOTE” and “UNQUOTE”.
	 
	 	 	QUOTE
	 
	 	 	**
	 
	 	 	UNQUOTE
	 
	1.2	 	Paragraph 21.2(1)(i) of the Agreement is amended to read as follows between the “QUOTE” and
“UNQUOTE”
	 
	 	 	QUOTE

**
	 
	 	 	UNQUOTE
	 
	1.3	 	Clause 21.2 (2) (A) of the Agreement are hereby superseded and replaced by the following
text:
	 
	 	 	QUOTE

**
	 
	 	 	UNQUOTE
	 
	2.	 	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 2 will
be void and of no force or effect.
	 
	3.	 	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 same instrument.






 





			
	**Confidential Treatment Requested. 

USA — Amended and Restated Letter Agreement No. 9 to 

Airbus A330 Purchase Agreement 

Execution 

081020-CT0803167-LA9-USA-A330
	 	PRIVILEGED AND CONFIDENTIAL






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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	 	 







 





			
	
USA Airbus A330 Purchase Agreement

Execution 

081020-CT0803167-LA9-USA-A330
	 	PRIVILEGED AND CONFIDENTIAL






LA 9