US Airways 2007 Annual Report Download - page 604

(ii) the price of any SCNs for the A330-200 Aircraft or A330-300 Aircraft, as applicable, entered into after the date of signature of this Agreement,
as adjusted to the Delivery Date in accordance with the applicable Seller Price Revision Formula;
(iii) the PW 4168A Reference Price, the PW 4170 Reference Price, the GE CF6-80E1A4 Reference Price or the RR 772B Reference Price, as
applicable, adjusted to the Delivery Date in accordance with the price revision formula for the applicable Propulsion Systems; and
(vii) any other amount resulting from any other provisions of this Agreement and/or any other written agreement between the Buyer and the Seller
relating to the A330-200 Aircraft or A330-300 Aircraft, as applicable.
3.3 [INTENTIONALLY LEFT BLANK]
3.4 Taxes, Duties and Imposts
3.4.1 The Seller will pay any and all taxes, duties, imposts or similar charges of any nature whatsoever, except for taxes based on or measured by the income
of the Buyer, or any taxes of a similar nature or charges levied against the Buyer or its Affiliates for the privilege of doing business in any jurisdiction,
that are (i) imposed upon the Buyer, (ii) imposed upon the Seller with an obligation on the Buyer to withhold or collect the amount thereof from the
Seller or (iii) imposed upon the Buyer with an obligation on the Seller to withhold or collect such amount from the Buyer, and that are levied, assessed,
charged or collected for or in connection with the fabrication, manufacture, modification, assembly, sale, delivery, use of, or payment by it under this
Agreement for, any Aircraft, component, accessory, equipment or part delivered or furnished by it hereunder, provided such taxes, duties, imposts or
similar charges have been promulgated and are enforceable under the laws of any country, province, municipality or other jurisdiction or government
entity thereof and are asserted with respect to events or circumstances occurring on or before Delivery of such Aircraft.
Notwithstanding anything to the contrary in this Clause 3.4.1, the Seller will not be required to bear or pay or to indemnify the Buyer for taxes, imposts,
charges, or duties, (i) to the extent imposed as the result of the Buyer's engaging in activities in the jurisdiction imposing such tax which activities are
unrelated to the transactions contemplated by this Agreement or as the result of being incorporated or organized in such jurisdiction or maintaining an
office or having a place of business or other presence therein, (ii) arising out of or caused by the willful misconduct or gross negligence of the Buyer,
(iii) that are interest, penalties, fines or additions to tax that would not have been imposed but for any failure by the Buyer to file any tax return or
information return in a timely and proper manner, (iv) that are being contested by the Seller in good faith by appropriate proceedings during the
pendency of such contest, or (v) that are imposed on or payable by a transferee of all or any part of the interest of the Buyer in the Aircraft or
USA — Airbus A330 Purchase Agreement
EXECUTION
**Confidential Treatment Requested.
PA — 14 of 95
PRIVILEGED AND CONFIDENTIAL