Common use of UNQUOTE Clause in Contracts

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. 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/ Xxxxxxx Lascaux ------------------- Its: Director Contracts Date: November 24, 1998 Accepted and Agreed US Airways Group, Inc. By: /s/ Xxxxxx X. Xxxx ------------------ Its: Treasurer Date: November 24, 1998 LETTER AGREEMENT NO. 9 As of November 24, 1998 US Airways Group, Inc. 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Re: *** Ladies and Gentlemen: US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A330/A340 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

UNQUOTE. In consideration of the assignment and subrogation by the Seller under this letter 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. 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/ Xxxxxxx Lascaux ------------------- Its: Director Contracts Date: November 24, 1998 Accepted and Agreed US Airways Group, Inc. By: /s/ Xxxxxx X. Xxxx ------------------ Its: Treasurer Date: November 24, 1998 LETTER AGREEMENT NO. 9 8B As of November 24, 1998 US Airways Group, Inc. 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Re: *** A330-300 PERFORMANCE GUARANTEES Dear Ladies and Gentlemen: US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A330/A340 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 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, 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.

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. 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/ Xxxxxxx Lascaux ------------------- Its: Director Contracts Date: November 24, 1998 Accepted and Agreed US Airways Group, Inc. By: /s/ Xxxxxx X. Xxxx ------------------ Its: Treasurer Date: November 24, 1998 LETTER AGREEMENT NO. 9 8D As of November 24, 1998 US Airways Group, Inc. 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Re: *** A340-300 PERFORMANCE GUARANTEES Dear Ladies and Gentlemen: US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A330/A340 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 8D (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.

UNQUOTE. In consideration of the assignment and subrogation by the Seller under this letter 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. 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/ Xxxxxxx Lascaux ------------------- Its: Director Contracts Date: November 24, 1998 Accepted and Agreed US Airways Group, Inc. By: /s/ Xxxxxx X. Xxxx ------------------ Its: Treasurer Date: November 24, 1998 APPENDIX 1 TO LETTER AGREEMENT NO. 9 As 8B 1 Manufacturer's Weight Empty and Operating Weight Empty At the time of November 24, 1998 US Airways Group, Inc. 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Re: *** Ladies and Gentlemen: US Airways Group, Inc. (this Agreement the "Buyer"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A330/A340 Purchase Agreement dated as of even date herewith (the "Agreement"), which covers, among other things, the sale by the Seller 's Manufacturer's Weight Empty and the purchase by Operating Weight Empty for the Buyer purposes of certain Aircraft, under the terms Subparagraph 4.6 and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in Paragraph 5 of 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 are defined as follows: Manufacturer's Weight Empty as defined in the Specification Reference G.000.03000 Issue 6: 236,860 lb Specification Change for the fitting of PW4168A engines: 0 lb Specification Change for the increase in Design Weights: 3,750 lb ---------------- Buyer's Manufacturer's Weight Empty according to the Preamble of this Letter Agreement will have and for the meanings assigned thereto in the Agreement. The terms "herein," "hereof" purposes of Subparagraph 4.6 and "hereunder" and words Paragraph 5 of similar import refer to this Letter Agreement. Both parties agree that : 240,610 lb Specification changes as defined in Subparagraph 2.1 of this Appendix A: 5,159 lb Operators Items as defined in Subparagraph 2.2 of this Appendix A: 31,463 lb ---------------- Operating Weight Empty of the A330-300 Aircraft for the purposes of Subparagraphs 3.1 through 3.8, inclusive, of this Letter Agreement will constitute an integral, nonseverable part Agreement: 277,232 lb *Note As of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by date hereof 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 governOperating Weight Empty has not been completely defined. The Seller, under its arrangement with payloads and fuel xxxxx guaranteed in Paragraph 3 are based on the Manufacturer, has negotiated and obtained the following *** from the Manufacturer with respect estimated Operating Weight Empty as shown above. This Operating Weight Empty is based on a three class layout (6F/36B/224Y) 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. QUOTEdrawing number AI.330-25.4014A.

UNQUOTE. Notwithstanding any other provision of this Letter Agreement or 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 12 will be void and of no force or effect. In consideration of the assignment and subrogation by the Seller under of this letter 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, that all the provisions of Clause 12 Subclauses 12.5, 12.6 and 12.7 of the Agreement, including without limitation the Exclusivity of Warranties and General Limitations of Liability and Duplicate Remedies therein contained, Agreement will apply to the foregoing performance Guarantees, except that if such Subclauses 12.5, 12.6 and 12.7 and this Letter Agreement have specific provisions that are inconsistent, the specific provisions contained in this Letter Agreement will govern. The guarantees. If , terms and conditions contained herein are applicable only as to Aircraft delivered with Pratx xxx Whitxxx XX0124 propulsion systems and will be null, void and of no effect as to any other engines and as to Pratx xxx Whitxxx XX0000 xxxpulsion systems not delivered with 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 SellerAircraft. Very truly yours, AVSA, S.A.R.L. By: /s/ Xxxxxxx Lascaux /S/ Michxxx XXXCAUX ------------------- Its: Director Contracts Date: November 24------------------- Agreed and Accepted AMERICA WEST AIRLINES, 1998 Accepted and Agreed US Airways Group, Inc. INC. By: /s/ Xxxxxx /S/ Stepxxx X. Xxxx ------------------ Xxxxxxx ---------------------- Its: Treasurer DateSenior Vice President ---------------------- LA7 - 11 125 APPENDIX A to LETTER AGREEMENT No. 7 For information only and at the time of this Agreement the Operating Weight Empty for the purposes of the Mission Guarantees specified in Paragraph 2.0 above is defined as follows: November 24MANUFACTURERS WEIGHT EMPTY (MWE) [...***...] (SPEC. ISSUE A) CUSTOMER CHANGES: Cabin changes (12FC + 98YC) [...***...] Allowance for Customer Specification Changes [...***...] MWE CUSTOMIZED [...***...] OPERATORS ITEMS Unusable fuel [...***...] Engine and APU oil [...***...] Water for galleys and toilets [...***...] Fluids for toilets [...***...] Aircraft documents and tool kits [...***...] Passenger seats and life jackets [...***...] Galley structure and fixed equipment [...***...] Catering [...***...] Emergency Equipment [...***...] Ancillary parts [...***...] Crew [...***...] ----------- Total Operators Items [...***...] OPERATING WEIGHT EMPTY (OWE) [...***...] ---------------------------------- * Confidential Treatment Requested LA7 - 12 126 *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4), 1998 200.83 AND 240.24b-2 LETTER AGREEMENT NO. 9 8 TO AMENDMENT NO. 3 As of November 24October 14, 1998 US Airways Group, 1999 America West Airlines Inc. 0000 Xxxxxxx Xxxxx XxxxxxxxxSky Harbor International Airport 4000 Xxxx Xxx Xxxxxx Xxxxxxxxx Xxxxxxx, XX 00000 ReXx: [...*** *...] Dear Ladies and Gentlemen: US Airways GroupIn connection with the execution of Amendment No. 3 to the Airbus A319/A320 Purchase Agreement dated as of September 12, Inc. 1997, between AVSA S.A.R.L., (the "Seller") and AMERICA WEST AIRLINES, INC., (the "Buyer"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A330/A340 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 8 (the "Letter Agreement") certain additional terms and conditions regarding the sale of the A318 Additional Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement will have the meanings assigned thereto in the AgreementAgreement and as amended by the Amendment. 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 AgreementAmendment, except that if the Agreement or the Amendment and this Letter Agreement have specific provisions which that 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 [...*** *...] guarantees from the Manufacturer 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 warrants the performance by the Manufacturer of the Manufacturer's obligations and hereby assigns to the Buyer, Buyer and the Buyer hereby accepts, accepts all of the rights and obligations of the Seller Seller, in its capacity as aforesaid "Buyer" as aforesaid, under the said [...*** *...] guarantees 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 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 the Seller 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 utilized in the following quoted provisions and not otherwise defined therein herein will have the meanings assigned thereto in the Agreement, Agreement except that the term "the Seller" refers to the Manufacturer and the term "the Buyer" refers to the Seller. QUOTE---------------------------------- * Confidential Treatment Requested 127 QUOTE PREAMBLE The guarantees defined below (the "Guarantees") are applicable to the Aircraft as described in the A318 Standard Specification Ref. P.000.01000, Issue A, dated November 1998 and amended by Specification Change Notices (SCN) for:

UNQUOTE. In consideration of the assignment and subrogation by the Seller under this letter 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. 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/ Xxxxxxx Mxxxxxx Lascaux ------------------- Its: Director Contracts Date: November 24, 1998 Accepted and Agreed US Airways Group, Inc. By: /s/ Xxxxxx Txxxxx X. Xxxx ------------------ Its: Treasurer Date: November 24, 1998 LETTER AGREEMENT NO. 9 8B As of November 24, 1998 US Airways Group, Inc. 0000 2000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Re: *** A330-300 PERFORMANCE GUARANTEES Dear Ladies and Gentlemen: US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A330/A340 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 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 Manufacturer, in its capacity as "Seller" with respect to the A330-300 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, Buyer and the Buyer hereby accepts, as to each A330-300 Aircraft delivered to the Buyer under the Agreement, all of the rights and obligations of the Seller with respect to such A330-300 Aircraft in its capacity as "Buyer" as aforesaid under the said *** Guarantees and the Seller subrogates the Buyer into all such rights and obligations in respect of the such A330-300 Aircraft. The Seller hereby warrants to the Buyer that the Seller 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 the Seller 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 herein will have the meanings assigned thereto in the Agreement, Agreement except that the term "Seller" refers to the Manufacturer and the term "Buyer" refers to the Seller. QUOTESeller (as defined in the Agreement).

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. 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/ Xxxxxxx Mxxxxxx Lascaux ------------------- Its: Director Contracts Date: November 24, 1998 Accepted and Agreed US Airways Group, Inc. By: /s/ Xxxxxx Txxxxx X. Xxxx ------------------ Its: Treasurer Date: November 24, 1998 LETTER AGREEMENT NO. 9 As of November 24, 1998 US Airways Group, Inc. 0000 2000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Re: *** Ladies and Gentlemen: US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A330/A340 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

UNQUOTE. In consideration of the assignment and subrogation by the Seller under this letter 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. 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/ Xxxxxxx Mxxxxxx Lascaux ------------------- Its: Director Contracts Date: November 24, 1998 Accepted and Agreed US Airways Group, Inc. By: /s/ Xxxxxx Txxxxx X. Xxxx ------------------ Its: Treasurer Date: November 24, 1998 APPENDIX 1 TO LETTER AGREEMENT NO. 9 As 8B 1 Manufacturer's Weight Empty and Operating Weight Empty At the time of November 24, 1998 US Airways Group, Inc. 0000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Re: *** Ladies and Gentlemen: US Airways Group, Inc. (this Agreement the "Buyer"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A330/A340 Purchase Agreement dated as of even date herewith (the "Agreement"), which covers, among other things, the sale by the Seller 's Manufacturer's Weight Empty and the purchase by Operating Weight Empty for the Buyer purposes of certain Aircraft, under the terms Subparagraph 4.6 and conditions set forth in said Agreement. The Buyer and the Seller have agreed to set forth in Paragraph 5 of 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 are defined as follows: Manufacturer's Weight Empty as defined in the Specification Reference G.000.03000 Issue 6: 236,860 lb Specification Change for the fitting of PW4168A engines: 0 lb Specification Change for the increase in Design Weights: 3,750 lb ---------------- Buyer's Manufacturer's Weight Empty according to the Preamble of this Letter Agreement will have and for the meanings assigned thereto in the Agreement. The terms "herein," "hereof" purposes of Subparagraph 4.6 and "hereunder" and words Paragraph 5 of similar import refer to this Letter Agreement. Both parties agree that : 240,610 lb Specification changes as defined in Subparagraph 2.1 of this Appendix A: 5,159 lb Operators Items as defined in Subparagraph 2.2 of this Appendix A: 31,463 lb ---------------- Operating Weight Empty of the A330-300 Aircraft for the purposes of Subparagraphs 3.1 through 3.8, inclusive, of this Letter Agreement will constitute an integral, nonseverable part Agreement: 277,232 lb *Note As of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement will be governed by date hereof 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 governOperating Weight Empty has not been completely defined. The Seller, under its arrangement with payloads and fuel bxxxx guaranteed in Paragraph 3 are based on the Manufacturer, has negotiated and obtained the following *** from the Manufacturer with respect estimated Operating Weight Empty as shown above. This Operating Weight Empty is based on a three class layout (6F/36B/224Y) 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. QUOTEdrawing number AI.330-25.4014A.

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. 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/ Xxxxxxx Mxxxxxx Lascaux ------------------- Its: Director Contracts Date: November 24, 1998 Accepted and Agreed US Airways Group, Inc. By: /s/ Xxxxxx Txxxxx X. Xxxx ------------------ Its: Treasurer Date: November 24, 1998 LETTER AGREEMENT NO. 9 8D As of November 24, 1998 US Airways Group, Inc. 0000 2000 Xxxxxxx Xxxxx Xxxxxxxxx, XX 00000 Re: *** A340-300 PERFORMANCE GUARANTEES Dear Ladies and Gentlemen: US Airways Group, Inc. (the "Buyer"), and AVSA, S.A.R.L. (the "Seller"), have entered into an Airbus A330/A340 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 8D (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.