AMENDMENT NO. 3 TO AMENDED AND RESTATED PURCHASE AGREEMENT DCT-021/03

Exhibit 10.2

AMENDMENT NO. 3 TO AMENDED AND RESTATED
PURCHASE AGREEMENT DCT-021/03

This Amendment No. 3 to the Amended and Restated Purchase Agreement DCT-021/03, dated as of August 15, 2007 (“Amendment No. 3”) relates to the Amended and Restated Purchase Agreement DCT-021/03 (the “Purchase Agreement”) between Embraer — Empresa Brasileira de Aeronáutica S.A. (“Embraer”) and US Airways Group, Inc. (“Buyer”) dated June 13, 2006, as amended from time to time (collectively referred to herein as “Agreement”). This Amendment No. 3 is between Embraer and Buyer, collectively referred to herein as the “Parties”.

This Amendment No. 3 sets forth additional agreements between Embraer and Buyer with respects to the matters set forth herein.

Except as otherwise provided for herein, all terms of the Purchase Agreement shall remain in full force and effect. All capitalized terms used in this Amendment No. 3 which are not defined herein shall have the meaning given in the Purchase Agreement. In the event of any conflict between this Amendment No. 3 and the Purchase Agreement, the terms, conditions and provisions of this Amendment No. 3 shall control.

WHEREAS, Embraer and Buyer have agreed to revise the Contractual Delivery Month of the Additional Aircraft and Option Aircraft; and

WHEREAS, Embraer and Buyer have agreed to include coat hooks in the first class cabin of each Aircraft and revise the unit Aircraft Basic Price accordingly.

NOW, THEREFORE, for good and valuable consideration which is hereby acknowledged, Embraer and Buyer hereby agree as follows:

1. Additional Aircraft delivery schedule:

1.1 Article 1.2 of Attachment “E” to the Purchase Agreement shall be deleted and replaced by the following:

“1.2 Additional Aircraft, subject to confirmation by Buyer

Additional		Xxxxxxxxxxx Xxxxxxxx
Xxxxxxxx #		Xxxxx		Xxxxx #
26**		**
27		**
28		**		**
29		**
30		**
31**		**
32		**
33		**		**
34		**
35		**

** Confidential treatment requested.

Amendment No. 3 to Purchase Agreement DCT-021/03

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Additional		Xxxxxxxxxxx Xxxxxxxx
Xxxxxxxx #		Xxxxx		Xxxxx #
36**		**
37		**
38		**		**
39		**
40		**
41**		**
42		**
43		**		**
44		**
45		**
46**		**
47		**
48		**		**
49		**
50		**
51**		**
52		**
53		**		**
53		**
55		**
56**		**		**
57		**

Buyer to provide confirmation to Embraer of its intention to purchase each block of Additional Aircraft (above identified as of Block ** ) ** before the Contractual Delivery Month of the first aircraft in each block of Additional Aircraft. **.

Notwithstanding the terms of the preceding paragraph and the provisions of Article 21.1 and of the Purchase Agreement, Block #1 shall be confirmed by Buyer on or before **.”

1.2 Article 21.1 of the Purchase Agreement shall be revised on the second line of such article by substituting the date of ** for the date of **.

2. Option Aircraft delivery schedule:

2.1 Article 2 of Attachment “E” to the Purchase Agreement shall be deleted and replaced by the following:

“2. Option Aircraft Delivery Schedule

** Confidential treatment requested.

Amendment No. 3 to Purchase Agreement DCT-021/03

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Optional Aircraft

Optional		Xxxxxxxxxxx Xxxxxxxx
Xxxxxxxx #		Xxxxx
0		**
2		**
3		**
4		**
5		**
6		**
7		**
8		**
9		**
10		**
11		**
12		**
13		**
14		**
15		**
16		**
17		**
18		**
19		**
20		**

3. Coat Hooks in first class cabin

Each Aircraft shall be delivered with coat hooks installed in the first class cabin. The weight impact in the equipped empty weight (EEW) of each aircraft is negligible. The Aircraft Basic Price of each Aircraft shall be increased by US$ ** United States dollars) in ** economic conditions.

4. Aircraft Basic Price

4.1 Article 3.1 of the Purchase Agreement shall be deleted and replaced by the following:

“3.1 Buyer agrees to pay Embraer, in United States dollars, the following unit Aircraft Basic Price in ** economic conditions:

EMBRAER 190 Initial Aircraft		US$ **
EMBRAER 190 Additional Aircraft		US$ **

4.2 The unit Option Aircraft Basic Price of US$ ** in Article 21.3 of the Purchase Agreement shall be deleted and replaced by US$ **.

** Confidential treatment requested.

Amendment No. 3 to Purchase Agreement DCT-021/03

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5. Miscellaneous

All other terms and conditions of the Purchase Agreement which are not specifically amended or modified by this Amendment No. 3, shall remain in full force and effect without any change.

** Confidential treatment requested.

Amendment No. 3 to Purchase Agreement DCT-021/03

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IN WITNESS WHEREOF, EMBRAER and BUYER, by their duly authorized officers, have entered into and executed this Amendment No. 3 to Purchase Agreement to be effective as of the date first written above.

EMBRAER — Empresa Brasileire de Aeronáutica S.A.

US Airways Group, Inc.

By:

By:

/s/ Xxxxxx X. Xxxx

Name:

Name:

Xxxxxx X. Xxxx

Title:

Title:

Vice President and Treasurer

By:

Date: 8/15/07

Name:

Place: Tempe, Arizona USA

Title:

Date:

Place:

Witness:

Witness:

/s/ Xxx X. Xxxxxx

Name:

Name: Xxx X. Xxxxxx

** Confidential treatment requested.

Amendment No. 3 to Purchase Agreement DCT-021/03

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