US Airways 2006 Annual Report Download - page 241

Exhibit 10.46
BOMBARDIER
AEROSPACE
Bombardier Inc.
123 Garratt Boulevard, N17-27
Downsview, Ontario, Canada M3K 1Y5
www.bombardier.com
TEL [phone]
FAX [phone]
November 10, 2006
Ref. B06-7701-TB-0051L
Mr. J. Scott Kirby
President
US Airways Group, Inc.
111 W. Rio Salado Parkway
Tempe, AZ
85281
Subject: Global Settlement
Dear Mr. Kirby,
Further to the ongoing discussions between Bombardier Inc. (collectively, with its affiliated entities, "Bombardier") and US Airways Group, Inc. (collectively
with its affiliated entities, "US Airways"), and in consideration of the agreements set forth herein, Bombardier is prepared to (i) amend that certain Master
Purchase Agreement No. MPA-515 dated May 9, 2003 between Bombardier and US Airways (as amended, the "US Airways MPA") as herein set forth, and
consent to the assumption of the US Airways MPA, as modified by this letter agreement (the "Letter Agreement"), in the Chapter 11 Cases (defined below)
and (ii) waive any cure amounts owed to it under the US Airways MPA in connection with the assumption of such US Airways MPA, as modified by this
Letter Agreement, and further waive any cure amounts that may otherwise be due and owing in connection with the executory contracts listed on Exhibit A
hereto between Bombardier and US Airways assumed in the Chapter 11 Cases. To that end, each of Bombardier and US Airways hereby agrees as follows:
1.0 Modification of US Airways MPA
US Airways shall assume the US Airways MPA, as modified and amended by this Letter Agreement, and such assumption shall be deemed effective as
of the effective date of the Plan of Reorganization of US Airways confirmed in the Chapter 11 Cases by Order entered therein on September 16, 2005.
Provided that the Bombardier Claims (as defined herein) are resolved in the manner set forth in Section 5 below, Bombardier agrees to waive any cure
amounts otherwise due and owing in connection with US Airways' assumption of the US Airways MPA, as modified and amended by this Letter
Agreement. After the assumption of the US Airways MPA, as modified and amended by this Letter Agreement, Bombardier and US Airways shall
amend and restate the US Airways MPA (as so amended and modified, the "Amended and Restated MPA"), and otherwise enter into such
documentation as the parties shall agree, to reflect the modifications and amendments provided for herein, and to otherwise reflect the agreements of the
parties incident thereto.