Amendment No. 3 to the Amended and Restated Airbus A320 Family Aircraft Purchase Agreement dated as of October 2, 2007 between AIRBUS S.A.S. and US AIRWAYS, INC.

Exhibit 10.1

Amendment No. 3

to the

Amended and Restated Airbus A320 Family Aircraft Purchase Agreement

dated as of October 2, 2007

between

AIRBUS S.A.S.

and

US AIRWAYS, INC.

This Amendment No. 3 to the Amended and Restated Airbus A320 Family Aircraft Purchase Agreement between Airbus S.A.S. and US Airways, Inc. (the “Amendment”) is entered into as of January 16, 2009, 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 0, xxxx-xxxxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxxx, Xxxxxx (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 000 Xxxx Xxx Xxxxxx Xxxxxxx, Xxxxx, Xxxxxxx 00000, U.S.A.(the “Buyer”).

WITNESSETH:

WHEREAS, the Buyer and the Seller have entered into an Amended and Restated Airbus A320 Family 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 dated as of January 11, 2008 and Amendment No. 2 dated as of October 20, 2008 (the “Agreement”) relates to the sale by the Seller and the purchase by the Buyer of certain Airbus single-aisle aircraft; and

WHEREAS, the parties agree to amend certain terms of the Agreement as set forth in this Amendment.

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.

**Confidential Treatment Requested.
USA — Amendment No. 3 to
Amended and Restated Airbus A320 Family Purchase Agreement

PRIVILEGED AND CONFIDENTIAL

1.		TERMINATION
1.1		Paragraph 21.1 (6) of the Agreement is revised to read as set forth between the QUOTE and UNQUOTE below:
		QUOTE

(6) Except as provided in Paragraph 21.1 (11), the Buyer or any of its respective Affiliates fails to **.

		UNQUOTE
1.2		Paragraph 21.1 (9) of the Agreement is revised to read as set forth between the QUOTE and UNQUOTE below:
		QUOTE

	(9)		Except as provided in Paragraph 21.1 (11), the Buyer or any of its Affiliates defaults in the observance or performance of any other covenant, undertaking or obligation contained in this Agreement or any other material agreement between the Buyer or its Affiliates, on the one hand, and the Seller or its Affiliates on the other hand, provided that, if such breach or default is capable of being cured, and such breach or default is not cured within any specified cure period, **, and **, and provided further that if any such covenant, undertaking or obligation is **.
			UNQUOTE

1.3		New Paragraph 21.1 (11) is added to the Agreement as set forth between the QUOTE and UNQUOTE below:
		QUOTE

	(11)		For so long as any Affiliate of the Seller is a Lender under the Loan Agreement [Spare Parts], dated as of October 20, 2008 among the Buyer, General Electric Capital Corporation, as Administrative Agent; General Electric Capital Corporation, as Collateral Agent; General Electric Capital Corporation as original Lender; and the Lenders (the “Spares Loan Agreement”), there shall be an Event of Default under any provision of Section ** (other than an Event of Default arising solely under Section ** or ** thereof) of the Spares Loan Agreement.
			Capitalized terms used in this Subclause (11) and not otherwise defined in this Agreement shall have the meaning as set forth in the Spares Loan Agreement.

UNQUOTE

**Confidential Treatment Requested.
USA — Amendment No. 3 to
Amended and Restated Airbus A320 Family Purchase Agreement

PRIVILEGED AND CONFIDENTIAL

Page 2 of 4

2.		EFFECT OF AMENDMENT
2.1		Upon execution, this Amendment 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.
2.2		Both parties agree that this Amendment will constitute an integral, nonseverable part of the Agreement, that the provisions of said 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.
3.		CONFIDENTIALITY
		This Amendment is subject to the confidentiality provisions set forth in Clause 22.7 of the Agreement.
4.		COUNTERPARTS
		This Amendment may be signed in 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.

**Confidential Treatment Requested.
USA — Amendment No. 3 to
Amended and Restated Airbus A320 Family Purchase Agreement

PRIVILEGED AND CONFIDENTIAL

Page 3 of 4

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/ Xxxxxx X. Xxxx Its: Vice President and Treasurer				By:		/s/ Xxxxxxxxxxx Xxxxxx Its: Senior Vice President Contracts

USA — Amendment No. 3 to
Amended and Restated Airbus A320 Family Purchase Agreement

PRIVILEGED AND CONFIDENTIAL