EXHIBIT 10.5



 Exhibit 10.5 
  
 AMENDMENT NUMBER 1 TO LETTER AGREEMENT DCT-022/03 
  
 This Amendment Number 1 to the Letter Agreement DCT-022/03, dated as of December 22nd, 2003 (this “Amendment”) relates to the Letter Agreement Number DCT-022/03 between EMBRAER-Empresa Brasileira de Aeronáutica S.A.
(“Embraer”) and US Airways Group, Inc. (“Buyer”) dated May 9th, 2003 (as amended, the
“Letter Agreement”), Buyer and Embraer are collectively referred to herein as the “Parties”. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings set forth or referred to in the Letter
Agreement or in the Purchase Agreement DCT-021/03 dated as of May 9th, 2003 (as amended, the “Purchase
Agreement”). 
  
 This Amendment sets forth the further
agreement between Embraer and Buyer relative to, among other things, ***. 
  
 NOW, THEREFORE, in consideration of the foregoing, Embraer and Buyer do hereby agree as follows: 
  

	1.	*** 

  
 ***. Therefore, Section 13.3 of the Letter Agreement is hereby deleted and replaced with the following: 
  
 “***” 
  

	2.	*** 

  
 ***. 
  
 ***. 
  

	3.	REFERENCES REVISION 

  
 3.1 ***. 
  
 3.2 ***. 
  
 3.3 ***. 
  
 3.4 ***. 
  

	4.	EFFECT UPON LETTER AGREEMENT 

  
 All terms and conditions of the Letter Agreement that have not been specifically and expressly altered or modified hereunder shall remain in full force
and effect. In the event any conflict exists between the terms of the 
  


	
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 Amendment No. 1 to Letter
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 Letter Agreement and the terms of this Amendment, the terms of this Amendment shall control. 

 

	5.	COUNTERPARTS 

  
 This Amendment may be executed by the Parties in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the
same instrument and all of which when taken together shall constitute one and the same instrument. 
  


	
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 Amendment No. 1 to Letter
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 IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and delivered by their proper and duly
authorized officers and to be effective as of the day and year first above written. 
  

									
	 US AIRWAYS GROUP, INC.
  
	 	 	 	 EMBRAER – EMPRESA BRASILEIRA DE AERONÁUTICA S.A.
  

					
	By:	 	/s/    Eilif Serck-Hanssen        	 	 	 	 By:
	 	/s/    Carlos Rocha Villela        
	 	 	
	 	 	 	 	 	

	 Name:
	 	Eilif Serck-Hanssen	 	 	 	 Name:
	 	Carlos Rocha Villela
	 	 	
	 	 	 	 	 	

	 Title:
	 	VP – Finance & Treasurer	 	 	 	 Title:
	 	Vice-President and General Counsel
	 	 	
	 	 	 	 	 	

					
	 	 	 	 	 	 	 By:
	 	/s/    Flavio Rimoli        
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Name:
	 	Flavio Rimoli
	 	 	 	 	 	 	 	 	

	 	 	 	 	 	 	 Title:
	 	Sr. Vice President—Airline Market
	 	 	 	 	 	 	 	 	

					
	Witness:	 	/s/    Ross L. Cotjanle        	 	 	 	 Witness:
	 	/s/    Hilario M. Oliveira      
	 	 	
	 	 	 	 	 	

	 Name:
	 	Ross L. Cotjanle	 	 	 	 Name:
	 	Hilario M. Oliveira
	 	 	
	 	 	 	 	 	

					
	 Date:
	 	 December 22, 2003
	 	 	 	 Date:
	 	 January 6, 2004

	 Place:
	 	 Arlington, VA
	 	 	 	 Place:
	 	 Sao Jose Dos Campos, SP Brazil


  


	
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 Amendment No. 1 to Letter
 Agreement DCT-022/03