0000950134-09-003177 Sample Contracts

FORM OF ANNUAL GRANT AGREEMENT US AIRWAYS GROUP, INC. 2008 EQUITY INCENTIVE PLAN DIRECTOR VESTED SHARE AWARD AGREEMENT
Director Vested Share Award Agreement • February 18th, 2009 • Us Airways Inc • Air transportation, scheduled

Pursuant to the Director Vested Share Award Grant Notice (“Grant Notice”) and this Director Vested Share Award Agreement (“Award Agreement”), US Airways Group, Inc. (the “Company”) grants you a Vested Share Award under its 2008 Equity Incentive Plan (the “Plan”) for the number of vested shares of Company Stock (“Vested Shares”) as indicated in the Grant Notice (collectively, the "Award”). Terms not defined in this Award Agreement but defined in the Plan have the same definitions as in the Plan.

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Amendment No. 2 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.
Airbus A320 Family Aircraft Purchase Agreement • February 18th, 2009 • Us Airways Inc • Air transportation, scheduled

This Amendment No. 2 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 October 20, 2008, 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 1, rond-point Maurice Bellonte, 31700 Blagnac, France (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 111 West Rio Salado Parkway, Tempe, Arizona 85281, U.S.A.(the “Buyer”);

Amendment No. 1 to the Amended and Restated Airbus A350 XWB Purchase Agreement dated as of October 2, 2007 between AIRBUS S.A.S. and US AIRWAYS, INC.
Airbus A350 XWB Purchase Agreement • February 18th, 2009 • Us Airways Inc • Air transportation, scheduled

This Amendment No. 1 to the Amended and Restated Airbus A350 XWB Purchase Agreement between Airbus S.A.S. and US Airways, Inc., (this “Amendment”) is entered into as of October 20, 2008 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 1, rond-point Maurice Bellonte, 31700 Blagnac, France (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 111 West Rio Salado Parkway, Tempe, Arizona 85281, U.S.A. (the “Buyer”);

AMENDMENT No. 6 TO AMENDED AND RESTATED PURCHASE AGREEMENT DCT-021/03
Purchase Agreement • February 18th, 2009 • Us Airways Inc • Air transportation, scheduled

This Amendment No. 6 to the Amended and Restated Purchase Agreement DCT-021/03, dated as of October 22, 2008 (“Amendment No. 6”) 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. 6 is between Embraer and Buyer, collectively referred to herein as the “Parties”.

AMENDMENT NO. 1 TO LOAN AGREEMENT [SPARE PARTS]
Loan Agreement • February 18th, 2009 • Us Airways Inc • Air transportation, scheduled

THIS AMENDMENT NO. 1 TO LOAN AGREEMENT [SPARE PARTS] (the “Amendment”) is entered into as of this 5th day of December 2008 among US AIRWAYS, INC., a Delaware corporation (the “Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Administrative Agent for the Lenders (the “Administrative Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as the Collateral Agent (the “Collateral Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, as the Original Lender (herein called the “Original Lender”), and such other lenders as may from time to time become party to the Loan Agreement (as hereinafter defined) (together with the Original Lender, the “Lenders”).

AMENDMENT NO. 6 TO AMERICA WEST CO-BRANDED CARD AGREEMENT
America West Co-Branded Card Agreement • February 18th, 2009 • Us Airways Inc • Air transportation, scheduled

THIS AMENDMENT NO. 6 TO AMERICA WEST CO-BRANDED CARD AGREEMENT (“Amendment No. 6”) is dated October 17, 2008, by and between US AIRWAYS GROUP, INC., a Delaware corporation (“US Airways Group”), and BARCLAYS BANK DELAWARE formerly known as JUNIPER BANK (“Juniper Bank”).

Amendment No. 2 to the A330 Purchase Agreement dated as of October 2, 2007 between AIRBUS S.A.S. and US AIRWAYS, INC.
A330 Purchase Agreement • February 18th, 2009 • Us Airways Inc • Air transportation, scheduled

This Amendment No. 2 to the A330 Purchase Agreement between Airbus S.A.S. and US Airways, Inc., (this “Amendment”) is entered into as of October 20, 2008, 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 1, rond-point Maurice Bellonte, 31700 Blagnac, France (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 111 West Rio Salado Parkway, Tempe, Arizona 85281, U.S.A. (the “Buyer”);

AMENDMENT TO LOAN AGREEMENT, SECURITY AGREEMENT AND AIRCRAFT MORTGAGE dated as of October 20, 2008, between US AIRWAYS GROUP, INC., as Borrower, certain subsidiaries of the Borrower and CITICORP NORTH AMERICA, INC., as Administrative Agent
Loan Agreement, Security Agreement and Aircraft Mortgage • February 18th, 2009 • Us Airways Inc • Air transportation, scheduled • New York

AMENDMENT NO. 3 TO LOAN AGREEMENT, dated as of October 20, 2008, between US AIRWAYS GROUP, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower signatory hereto and CITICORP NORTH AMERICA, INC. (“Citicorp”), as administrative agent and collateral agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”), AMENDMENT NO. 1 TO SECURITY AGREEMENT, dated as of October 20, 2008, between the Borrower, certain Subsidiaries of the Borrower signatory hereto and the Administrative Agent and, AMENDMENT NO. 1 TO AIRCRAFT MORTGAGE, dated as of October 20, 2008, between the Borrower, certain Subsidiaries of the Borrower signatory hereto and the Administrative Agent (collectively, the “Amendment”).

Loan Agreement [Spare Parts] Dated as of October 20, 2008 among US Airways, Inc., General Electric Capital Corporation, as Administrative Agent General Electric Capital Corporation, as Collateral Agent, General Electric Capital Corporation as Original...
Loan Agreement • February 18th, 2009 • Us Airways Inc • Air transportation, scheduled • New York

THIS LOAN AGREEMENT [SPARE PARTS], dated as of October 20, 2008 (this “Agreement”), is among US AIRWAYS, INC., a Delaware corporation (the “Borrower”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as Administrative Agent for the Lenders (the “Administrative Agent”), GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, as the Collateral Agent (the “Collateral Agent”), GENERAL ELECTRIC CAPITAL CORPORATION (herein called the “Original Lender”), and such other lenders as may from time to time be party hereto (together with the Original Lender, the “Lenders”). Certain capitalized terms used herein are defined, and certain rules of construction are specified, in Schedule 1.

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