US Airways 2007 Annual Report Download - page 409

1- ORIGINAL AIRCRAFT
**
2.2 TECHNICAL DATA AND SOFTWARE SERVICES The Seller will provide to the Buyer the following software tools during the ** period preceding the
first day of the Scheduled Delivery Month of the first New Aircraft:
(i) **
(ii) **
(collectively, the "Software Tools").
The Buyer will be granted a license for the use of the Software Tools, or any successor product thereto. Such license will be subject to the provisions of
Exhibit H, except that if any provision of this Letter Agreement conflicts with any provision of Exhibit H, this Letter Agreement will govern to the
extent of such inconsistency.
**
The license to use Software Tools will be granted **following Delivery of the last New Aircraftand will be subject to termination by the Seller during
such period (a) immediately, in the event of a breach by the Buyer of Paragraph 2.2 of Exhibit H and (b) in the event of any other material breach by the
Buyer of the terms of such license, following notice to the Buyer and the Buyer's failure to cure such other material breach **the date of such Seller's
notice. **
Notwithstanding the provisions of Paragraph 2.3 of Exhibit H herein, the Buyer may install Software Tools on its computer network, provided that the
Buyer takes adequate measures satisfactory to the Seller to preclude any unauthorized access to Software Tools, which measures include but are not
limited to (i) control of access to Software (with respect to Software Tools) strictly by the head of information systems and his/her designee (ii) control
of access to the Product (with respect to Software Tools) only by Authorized Users of the Buyer, the aggregate of which Authorized Users shall not
exceed the number agreed by the Seller and (iii) any other reasonable measures deemed appropriate by the Seller.
Provided that the Seller gives the Buyer **prior notice, the Buyer will permit the Seller to review the network installation to assure it meets the Seller's
security requirements. In the event that the Seller deems the Buyer's network installation to be inadequate, at the Seller's request the Buyer will remove
Software Tools from the Buyer's network. Failure to do shall be a cause for termination of the Buyer's license for Software Tools.
2.3 Performance Engineering Program
The Seller will provide to the Buyer the Performance Engineering Program for the New Aircraft under the same terms and conditions as set forth in
Paragraph 2.2 above, **from
** Confidential Treatment Requested.
USA — Amended and Restated Airbus A320 Family Purchase Agreement LA 7 — 2 of 5
EXECUTION PRIVILEGED AND CONFIDENTIAL