US Airways 2008 Annual Report Download - page 183

Exhibit 10.5
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.
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");
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 executed on January 11, 2008 (the "Agreement") relates to the sale by the Seller and the purchase by the Buyer of certain Airbus single-aisle aircraft;
WHEREAS, the Seller has proposed to the Buyer that in exchange for the agreement of the Buyer to amend, among other things, certain provisions of the
Aggregate Agreements (as hereinafter defined)**;
WHEREAS, the amendments referred to above are set forth in this Amendment by and between the Seller and the Buyer dated as of even date herewith
("Amendment No. 2"), the Amended and Restated Letter Agreement No. 3 to the Agreement dated as of even date herewith ("Amended and Restated Letter
Agreement No. 3"), the Amended and Restated Letter Agreement No. 5 to the Agreement, dated as of even date herewith ("Amended and Restated Letter
Agreement No. 5") and the Amended and Restated Letter Agreement No. 9 to the Agreement, dated as of even date herewith ("Amended and Restated Letter
Agreement No. 9");
** Confidential Treatment Requested.
USA — Amendment No. 2 to
Amended and Restated Airbus A320 Family Purchase Agreement
Execution
081020-CT0803167-AMD2-USA-A320 PRIVILEGED AND CONFIDENTIAL
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