AMENDMENT NUMBER 1 TO LETTER AGREEMENT DCT-022/03

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 22^nd, 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 9^th, 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 9^th, 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

Agreement DCT-022/03

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

Agreement DCT-022/03

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/    Xxxxx Xxxxx-Xxxxxxx				By:		/s/    Xxxxxx Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxx-Xxxxxxx				Name:		Xxxxxx Xxxxx Xxxxxxx
Title:		VP – Finance & Treasurer				Title:		Vice-President and General Counsel
						By:		/s/    Xxxxxx Xxxxxx
						Name:		Xxxxxx Xxxxxx
						Title:		Sr. Vice President—Airline Market
Witness:		/s/    Xxxx X. Xxxxxxxx				Witness:		/s/    Xxxxxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx				Name:		Xxxxxxx X. Xxxxxxxx
Date:		December 22, 2003				Date:		January 6, 0000
Xxxxx:		Xxxxxxxxx, XX				Place:		Sao Xxxx Dos Xxxxxx, XX Brazil

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Amendment No. 1 to Letter

Agreement DCT-022/03