0001042167-06-000146.txt : 20060321 0001042167-06-000146.hdr.sgml : 20060321 20060321162645 ACCESSION NUMBER: 0001042167-06-000146 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060321 DATE AS OF CHANGE: 20060321 GROUP MEMBERS: EASTSHORE AVIATION, LLC GROUP MEMBERS: GEOFFREY T. CROWLEY GROUP MEMBERS: JERRY M. SESLOWE GROUP MEMBERS: JOHN C. SHAW GROUP MEMBERS: PATRICK J. THOMPSON GROUP MEMBERS: RICHARD A. BARTLETT GROUP MEMBERS: WILLIAM P. JORDAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: US AIRWAYS GROUP INC CENTRAL INDEX KEY: 0000701345 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 541194634 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33976 FILM NUMBER: 06701537 BUSINESS ADDRESS: STREET 1: 2345 CRYSTAL DR CITY: ARLINGTON STATE: VA ZIP: 22227 BUSINESS PHONE: 7038727000 MAIL ADDRESS: STREET 1: 2345 CRYSTAL DRIVE CITY: ARLINGTON STATE: VA ZIP: 22227 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Eastshore Aviation, LLC CENTRAL INDEX KEY: 0001339906 IRS NUMBER: 202356808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: W6390 CHALLENGER DRIVE, SUITE 203 STREET 2: OUTAGAMIE AIRPORT CITY: APPLETON STATE: WI ZIP: 54914 BUSINESS PHONE: 920-739-5123 MAIL ADDRESS: STREET 1: W6390 CHALLENGER DRIVE, SUITE 203 STREET 2: OUTAGAMIE AIRPORT CITY: APPLETON STATE: WI ZIP: 54914 SC 13D/A 1 march2006schedule13d-a.htm SCHEDULE 13D/A DATED MARCH 15, 2006

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1) ¹

US Airways Group, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

90341W108

(CUSIP Number)

Geoffrey T. Crowley

Eastshore Aviation, LLC

W6390 Challenger Drive, Suite 203

Appleton, Wisconsin 54914

920-739-5123

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

March 15, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 12 Pages)

¹The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 90341W108				13D	Page 2 of 12 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Eastshore Aviation, LLC (I.R.S. I.D. No. 20-2356808)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF		7	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 7,333,333
EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,333,333
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,333,333
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.9%
14	TYPE OF REPORTING PERSON* OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 90341W108				13D	Page 3 of 12 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Geoffrey T. Crowley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF		7	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 7,333,333
EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,333,333
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,333,333
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* < /font> ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.9%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 90341W108				13D	Page 4 of 12 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) William P. Jordan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF		7	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 7,333,333
EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,333,333
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,333,333
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.9%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 90341W108				13D	Page 5 of 12 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Patrick J. Thompson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF		7	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 7,333,333
EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,333,333
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,333,333
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.9%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 90341W108				13D	Page 6 of 12 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Richard A. Bartlett
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF		7	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 7,333,333
EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,333,333
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,333,333
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* < /font> ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.9%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 90341W108				13D	Page 7 of 12 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Jerry M. Seslowe
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF		7	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 7,333,333
EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,333,333
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,333,333
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.9%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP No. 90341W108				13D	Page 8 of 12 Pages

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) John C. Shaw
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF		7	SOLE VOTING POWER 0
SHARES BENEFICIALLY OWNED BY		8	SHARED VOTING POWER 7,333,333
EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 7,333,333
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,333,333
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 8.9%
14	TYPE OF REPORTING PERSON* IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

CUSIP NO. 90341W108 Page 9 of 12 Pages

This Amendment No. 1 to the Schedule 13D is being filed to amend and supplement the Schedule 13D filed on October 7, 2005 by Eastshore Aviation, LLC, a Delaware limited liability company ("Eastshore"), and each of Geoffrey T. Crowley, William P. Jordan, Patrick J. Thompson, Richard A. Bartlett, Jerry M. Seslowe and John C. Shaw, each of whom is a member and a director of Eastshore (collectively, the "Reporting Persons"), relating to the common stock, par value $0.01 per share (the "Common Stock"), of US Airways Group, Inc., a Delaware corporation (the "Company"). Items designated as "no change" indicate that the information previously included in the Schedule 13D remains current as of the date of this Amendment.

Item 1. Security and Issuer

No change.

Item 2. Identity and Background

No change.

Item 3. Source and Amount of Funds

No change.

Item 4. Purpose of Transaction

On March 15, 2006, Eastshore entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Par Investment Partners, L.P. ("Par") pursuant to which Eastshore intends to sell 1,000,000 shares of Common Stock to Par at a per share price of $34.84 per share (or an aggregate price of $34,840,000). A copy of the Securities Purchase Agreement is filed as Exhibit 99.3 hereto and incorporated herein by reference. Such sale will be made on April 3, 2006, pursuant to the Securities Purchase Agreement and subject to certain closing conditions not within Eastshore’s control.

Each of Eastshore and the Reporting Persons may make purchases or additional sales of shares of Common Stock, in the open market, in private transactions or otherwise, although none of Eastshore or the Reporting Persons has any current plans to do so other than as provided by the Securities Purchase Agreement.

CUSIP NO. 90341W108 Page 10 of 12 Pages

Item 5. Interest in Securities of the Issuer

As of the date of this filing, Eastshore beneficially owns 8,333,333 shares of Common Stock of the Company, which constitutes approximately 10.2% of the issued and outstanding shares of Common Stock based on approximately 82,091,000 shares of Common Stock outstanding as of March 1, 2006, as reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2005. If the closing conditions set forth in the Securities Purchase Agreement are satisfied, and the sale of the Common Stock to Par is effected, Eastshore will beneficially own 7,333,333 shares of Common Stock of the Company, which constitutes approximately 8.9% of the issued and outstanding shares of Common Stock. Eastshore possesses shared voting power and investment power over all such shares of Common Stock. The shares of Common Stock reported hereby are directly owned by Eastshore. The Reporting Persons may each be deemed to have shared voting and investment power over such shares of Common Stock as directors of Eastshore. The Reporting Persons hereby disclaim beneficial ownership in such shares of Common Stock. The information for each Reporting Person on the cover page gives effect to the closing of the sale pursuant to the Securities Purchase Agreement.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

As described above, Eastshore has entered into the Securities Purchase Agreement for the sale of 1,000,000 shares of Common Stock.

Pursuant to Eastshore's Operating Agreement, Eastshore is governed by a Board of Directors consisting of six members. The Reporting Persons constitute the six directors of Eastshore and, as a result, may be deemed to have shared voting and investment power over the shares of Common Stock held by Eastshore. The Reporting Persons hereby disclaim beneficial ownership in such shares of Common Stock.

Eastshore has entered into a Stockholder's Agreement dated as of September 27, 2005 between the Company and Eastshore (the "Stockholder's Agreement") providing for restrictions on the transfer of the Common Stock held by Eastshore, certain registration rights for Eastshore and the right for Eastshore to nominate one member of the Company's Board of Directors. A copy of the Stockholder's Agreement was filed as Exhibit 99.2 to the Schedule 13D dated October 7, 2005.

CUSIP NO. 90341W108 Page 11 of 12 Pages

Item 7. Material to be Filed as Exhibits

The following documents are filed as exhibits hereto:

Exhibit 99.1	Joint Filing Agreement dated October 7, 2005 among each of the Reporting Persons (incorporated herein by reference to Exhibit 99.1 to the Schedule 13D filed on October 7, 2005).

Exhibit 99.2	Stockholder's Agreement, dated as of September 27, 2005 between Eastshore and the Company (incorporated herein by reference to Exhibit 99.2 to the Schedule 13D filed on October 7, 2005).

Exhibit 99.3	Securities Purchase Agreement, dated as of March 15, 2006 between Eastshore and Par.

CUSIP NO. 90341W108 Page 12 of 12 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 21, 2006

EASTSHORE AVIATION, LLC

BY /s/ Geoffrey T. Crowley

Geoffrey T. Crowley, President and

Chief Executive Officer

/s/ Geoffrey T. Crowley

Geoffrey T. Crowley

/s/ Geoffrey T. Crowley

Geoffrey T. Crowley, Attorney-in-Fact

for William P. Jordan

/s/ Geoffrey T. Crowley

Geoffrey T. Crowley, Attorney-in-Fact

for Patrick J. Thompson

/s/ Geoffrey T. Crowley

Geoffrey T. Crowley, Attorney-in-Fact

for Richard A. Bartlett

/s/ Geoffrey T. Crowley

Geoffrey T. Crowley, Attorney-in-Fact

for Jerry M. Seslowe

/s/ Geoffrey T. Crowley

Geoffrey T. Crowley, Attorney-in-Fact

for John C. Shaw

EX-99.3 2 ex99-3tomarch2006sc13da.htm EXHIBIT 99.3 TO MARCH 15, 2006 SCHEDULE 13D/A Exhibit 99.3 to March 15, 2006 Schedule 13D/A

EXHIBIT 99.3

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into on March 15, 2006, between EASTSHORE AVIATION, LLC, a Delaware limited liability company (the "Seller"), and PAR INVESTMENT PARTNERS, L.P., a Delaware limited partnership (the "Purchaser").

RECITALS

WHEREAS, the Seller is the legal and beneficial owner of 8,333,333 shares (the "Seller Shares") of the common stock, par value $0.01 per share, of US Airways Group, Inc., a Delaware corporation ("US Air"); and

WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, upon the terms and conditions set forth in this Agreement, One Million (1,000,000) of the Seller Shares (the "Subject Shares").

AGREEMENTS

In consideration of the premises and mutual agreements herein contained, the parties agree as follows:

1. Sale and Purchase of the Subject Shares.

(a) Subject to the satisfaction or waiver of the conditions contained in Section 5 of this Agreement, at the Closing (as defined below), the Seller will sell, assign and transfer to the Purchaser, and the Purchaser will purchase from the Seller, the Subject Shares and all of the Seller’s right, title and interest in and to the Subject Shares.

(b) The purchase price per share for the Subject Shares is $34.84, for an aggregate purchase price of $34,840,000 (the "Purchase Price"), payable at the Closing by wire transfer of immediately available funds to the bank account designated by the Seller on Exhibit A hereto. Upon execution of this Agreement, the Purchaser shall pay to the Seller a deposit (the "Deposit") in the amount of $1,742,000. The Deposit (together with all interest thereon) shall be credited against payment of the Purchase Price. The Deposit shall be held by the Seller in a segregated interest-bearing account.

(c) At the Closing, the Seller shall deliver to the Purchaser an original share certificate representing the Subject Shares, together with such other instruments or documents as the Purchaser may request in order to effect a valid transfer to the Purchaser of all right, title and interest in and to the Subject Shares, free and clear of all security interests, liens, encumbrances, options, calls, pledges, trusts, and other agreements, assessments, covenants, restrictions, reservations, commitments, obligations, liabilities and other burdens (collectively, "Liens"), except for the transfer restrictions applicable to the Subject Shares contained in the Stockholder’s Agreement dated as of September 27, 2005 by and between US Air and the Seller (the "Eastshore Stockholder’s Agreement") and imposed by Federal and State securities laws.

(d) At the Closing, the Seller and the Purchaser shall each execute and deliver to US Air a Release and Indemnification Agreement in the form attached as Exhibit B hereto.

(e) From and after the Closing, the Purchaser agrees to be bound by the provisions of the Eastshore Stockholder’s Agreement with respect to the Subject Shares.

(f) The closing of the purchase and sale of the Subject Shares (the "Closing") shall take place at the offices of Goodwin Procter LLP, Exchange Place, Boston, Massachusetts at 10:00 a.m., Eastern Time, on April 3, 2006 (the "Closing Date"), subject to the satisfaction or waiver of each of the conditions set forth in Section 5 of this Agreement.

2. Representations and Warranties of the Seller. The Seller represents and warrants to the Purchaser that:

(a) The Seller is the sole legal and beneficial owner of the Subject Shares and the Seller's title thereto is good, valid and indefeasible and is free and clear of all Liens, except for the transfer restrictions applicable to the Subject Shares contained in the Eastshore Stockholder’s Agreement and imposed by Federal and State securities laws.

(b) The Seller has full power and authority to execute, deliver and perform its obligations under this Agreement and to sell the Subject Shares to the Purchaser. This Agreement has been duly and validly executed and delivered by the Seller and is legally binding on and enforceable against the Seller in accordance with its terms, except that the Seller makes no representation as to the enforceability of the agreements of the Seller contained in Sections 2(e)(i) through (iii) and 2(f)(ii) below. The execution, delivery and performance by the Seller of this Agreement (i) do not and will not violate any laws applicable to the Seller or require the Seller to obtain any approval, consent or waiver of, or make any filing with, any person or entity (including any governmental authority) other than those previously obtained or made or contemplated by Section 5(c) and (ii) do not and will not result in a breach of or constitute a default under any agreement (including, without limitation, the Eastshore Stockholder’s Agreement), contract, instrument, order, judgment, injunction, decree, determination or arbitration award to which the Seller is a party or by which the property of the Seller is bound or affected, or result in the creation or imposition of any Lien on the Subject Shares.

(c) The Seller has no obligation, current, contingent or otherwise, to transfer any or all of the Subject Shares to any other person or entity.

(d) The Seller is a sophisticated investor with respect to the Subject Shares, has adequate information concerning the business and financial condition of US Air to make an informed decision regarding the sale of the Subject Shares, and has independently made its own analysis and decision to sell the Subject Shares without reliance upon any express or implied representation or warranty of any nature, whether written, oral or otherwise, made by or on behalf of or imputed to the Purchaser, except for the representations expressly set forth in Section 3 of this Agreement.

(e) The Seller acknowledges that the Purchaser may possess and may hereafter possess nonpublic information concerning US Air not known to the Seller and which the Seller may deem material to its decision to sell the Subject Shares if the Seller were provided with the information ("Purchaser Excluded Information") including, without limitation, information as to US Air’s future financial performance, potential debt refinancing activities and other potentially significant matters. The Purchaser Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of US Air, and may or may not be available to the Seller from sources other than US Air or the Purchaser. The Seller, on behalf of itself and its affiliates and their respective current and former directors, officers, managers, trustees, shareholders, members, employees, beneficiaries, attorneys, agents, representatives, partners, limited partners, investors, successors and assigns (collectively, "Seller Parties"), hereby:

(i) agrees that neither the Purchaser, its affiliates nor their respective current or former directors, officers, managers, trustees, shareholders, members, employees, beneficiaries, attorneys, agents, representatives, partners, limited partners, investors, successors or assigns (collectively, "Purchaser Parties") shall have any liability to any Seller Party with respect to, based upon, arising from, resulting from, or relating to directly or indirectly the existence, substance, possession, disclosure, or nondisclosure of any Purchaser Excluded Information whatsoever, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including, without limitation, as a matter of contribution, indemnification, set-off, rescission, or reimbursement;

(ii) waives any right, claim or cause of action at law or in equity with respect to, arising from, based upon, resulting from or relating to directly or indirectly the existence, substance, possession, disclosure or nondisclosure of any Purchaser Excluded Information, including, without limitation, pursuant to Sections 10(b) and 20A of the Securities Exchange Act of 1934, as amended (the "Act"), or the rules and regulations promulgated by the Securities and Exchange Commission under the Act, or of any state statute or regulation, and relinquishes all rights and remedies accorded by applicable law to a seller of securities with respect to the Subject Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and

(iii) hereby and forever releases and discharges each of the Purchaser Parties of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, whether asserted, unasserted, absolute, contingent, known or unknown, which any Seller Party may have against the Purchaser Parties, or any of them, to the extent arising from, relating to, based upon, resulting from, relating to directly or indirectly, or in connection with the existence, substance, possession, disclosure or nondisclosure of any Purchaser Excluded Information.

(f) The Seller (i) has not assigned any claim or possible claim arising from, relating to, based upon, resulting from, relating to directly or indirectly, or in connection with the existence, substance, possession, disclosure or nondisclosure of any Purchaser Excluded Information against the Purchaser Parties, (ii) fully intends to release all claims against the Purchaser Parties as set forth in Section 2(e)(i) through (iii) above, and (iii) has been advised by, and has consulted with counsel with respect to the execution and delivery of this Agreement.

3. Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Seller that:

(a) The Purchaser has full power and authority to execute, deliver and perform its obligations under this Agreement and to purchase the Subject Shares from the Seller. This Agreement has been duly and validly executed and delivered by the Purchaser and is legally binding on and enforceable against the Purchaser in accordance with its terms, except that the Purchaser makes no representation as to the enforceability of the agreements of the Purchaser contained in Sections 3(d)(i) through (iii) and 3(e)(ii) below. The execution, delivery and performance by the Purchaser of this Agreement (i) do not and will not violate any laws applicable to the Purchaser or require the Purchaser to obtain any approval, consent or waiver of, or make any filing with, any person or entity (including any governmental authority) other than those previously obtained or made or contemplated by Section 5(c) and (ii) do not and will not result in a breach of or constitute a default under any agreement, contract, instrument, order, judgment, injunction, decree, determination or arbitration award to which the Purchaser is a party or by which the property of the Purchaser is bound or affected, or result in the creation or imposition of any Lien on the Subject Shares.

(b) The Purchaser is acquiring the Subject Shares for Purchaser's own account as principal, not as a nominee or agent, for investment purposes only, and not with a view towards, or for resale in connection with, the public distribution thereof, except pursuant to sales registered or exempt from registration under the Securities Act of 1933, as amended. The Purchaser does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any third person or entity with respect to any of the Subject Shares.

(c) The Purchaser is a sophisticated investor with respect to the Subject Shares, has adequate information concerning the business and financial condition of US Air to make an informed decision regarding the purchase of the Subject Shares, and has independently made its own analysis and decision to purchase the Subject Shares without reliance upon any express or implied representation or warranty of any nature, whether written, oral or otherwise, made by or on behalf of or imputed to the Seller, except for the representations expressly set forth in Section 2 of this Agreement.

(d) The Purchaser acknowledges that the Seller may possess and may hereafter possess nonpublic information concerning US Air not known to the Purchaser and which the Purchaser may deem material to its decision to purchase the Subject Shares if the Purchaser were provided with the information ("Seller Excluded Information") including, without limitation, information as to US Air’s future financial performance, potential debt refinancing activities and other potentially significant matters. The Seller Excluded Information may or may not be material, may or may not have been publicly disclosed by or on behalf of US Air, and may or may not be available to the Purchaser from sources other than US Air or the Seller. The Purchaser, on behalf of each Purchaser Party, hereby:

(i) agrees that the Seller Parties shall have no liability to any Purchaser Party with respect to, based upon, arising from, resulting from, or relating to directly or indirectly the existence, substance, possession, disclosure, or nondisclosure of any Seller Excluded Information whatsoever, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including, without limitation, as a matter of contribution, indemnification, set-off, rescission, or reimbursement;

(ii) waives any right, claim or cause of action at law or in equity with respect to, arising from, based upon, resulting from or relating to directly or indirectly the existence, substance, possession, disclosure or nondisclosure of any Seller Excluded Information, including, without limitation, pursuant to Sections 10(b) and 20A of the Act, or the rules and regulations promulgated by the Securities and Exchange Commission under the Act, or of any state statute or regulation, and relinquishes all rights and remedies accorded by applicable law to a seller of securities with respect to the Subject Shares to the maximum extent permitted by law, as well as all rights to participate in any claim, action or remedy others may now or hereafter have with respect to the foregoing; and

(iii) hereby and forever releases and discharges each of the Seller Parties of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, whether asserted, unasserted, absolute, contingent, known or unknown, which any Purchaser Party may have against the Seller Parties, or any of them, to the extent arising from, relating to, based upon, resulting from, relating to directly or indirectly, or in connection with the existence, substance, possession, disclosure or nondisclosure of any Seller Excluded Information.

(e) The Purchaser (i) has not assigned any claim or possible claim arising from, relating to, based upon, resulting from, relating to directly or indirectly, or in connection with the existence, substance, possession, disclosure or nondisclosure of any Seller Excluded Information against the Seller Parties, (ii) fully intends to release all claims against the Seller Parties as set forth in Section 3(d)(i) through (iii) above, and (iii) has been advised by, and has consulted with counsel with respect to the execution and delivery of this Agreement.

4. Covenants. The Seller shall comply with Section 4 of the Eastshore Stockholder’s Agreement with respect to the sale of the Subject Shares contemplated by this Agreement, including providing written notice to US Air of the proposed sale promptly following execution of this Agreement.

5. Conditions.

(a) The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver) on the Closing Date of the following condition: Each of the representations and warranties of the Seller contained in Section 2 shall be true and correct as of the date of this Agreement and true and correct at and as of the Closing, as if made at and as of the Closing.

(b) The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver) on the Closing Date of the following condition: Each of the representations and warranties of the Purchaser contained in Section 3 shall be true and correct as of the date of this Agreement and true and correct at and as of the Closing, as if made at and as of the Closing.

(c) The obligations of each of the Seller and the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction (or waiver) on the Closing Date of the following condition: Each of the Seller and the Purchaser shall have received from US Air a written waiver to permit the sale of the Subject Shares pursuant to this Agreement under US Air’s Insider Trading Policy.

6. Termination. This Agreement may be terminated prior to the Closing (a) at any time, by the mutual written consent of the Seller and the Purchaser and (b) by either of the Seller or the Purchaser by written notice to the other at any time on or after April 4, 2006 if the Closing has not occurred by such date due to a breach by the other party; provided, however, that the right to terminate this Agreement under clause (b) of this Section 6 shall not be available to any party that is in breach of its obligations under this Agreement. In the event of any termination of this Agreement pursuant to this Section 6, there shall be no liability or obligations hereunder on the part of any party hereto or their respective affiliates; provided, however, that nothing herein shall relieve either party from liability for any breach of this Agreement existing at the time of such termination. Notwithstanding the foregoing, (x) in the event that this Agreement is terminated pursuant to Section 6(a) or by the Purchaser pursuant to Section 6(b), then the Seller shall return the Deposit (together with all interest thereon) to the Purchaser within five days following the effective date of such termination, and (y) in the event that this Agreement is terminated by the Seller pursuant to Section 6(b), then the Seller shall be entitled to retain the Deposit (together with all interest thereon) and the Deposit shall not constitute liquidated damages or the Seller’s sole remedy.

7. General Provisions.

(a) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained herein and supersedes all prior oral or written agreements, if any, between the parties hereto with respect to such subject matter and, except as otherwise expressly provided herein, is not intended to confer upon any other person any rights or remedies hereunder.

(b) All notices, requests, demands and other communications given or made hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or by facsimile transmission, in either case with receipt acknowledged, or one day after being sent by overnight courier to the Seller or the Purchaser at the applicable address set forth on Exhibit C hereto, and, in each case, to such other address as any party shall have given to the other party by similar notice.

(d) This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Seller and the Purchaser and their respective successors and assigns. Each Seller Party and Purchaser Party is a third party beneficiary of this Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred or assigned (by operation of law or otherwise) by the Seller or the Purchaser without the prior written consent of the other party.

(e) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by virtue of any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Seller and the Purchaser shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the maximum extent possible.

(f) All representations and warranties made by the parties to this Agreement shall survive the execution and delivery of this Agreement and the Closing.

(g) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart to this Agreement.

[Remainder of page intentionally left blank. Signature pages to follow.]

IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Agreement to be executed as of the date first written above.

EASTSHORE AVIATION, LLC

By: /s/ William Jordan

Name: William Jordan

Title: Executive Vice President

PAR INVESTMENT PARTNERS, L.P.

By: PAR GROUP, L.P.

Its: General Partner

By: PAR CAPITAL MANAGEMENT, INC.

Its: General Partner

By: /s/ Gina DiMento

Name: Gina DiMento

Title: Vice President

Exhibit B

Form of Release and Indemnification Agreement

This Release and Indemnification Agreement is executed as of April 3, 2006 by EASTSHORE AVIATION, LLC, a Delaware limited liability company (the "Seller"), and PAR INVESTMENT PARTNERS, L.P., a Delaware limited partnership (the "Purchaser"), in favor of US Airways Group, Inc., a Delaware corporation ("US Air").

Reference is hereby made to the Securities Purchase Agreement dated March 15, 2006 between the Seller and the Purchaser pursuant to which the Seller is selling to the Purchaser and the Purchaser is purchasing from the Seller, One Million (1,000,000) shares of the common stock, par value $0.01 per share, of US Air (the "Sale Transaction").

1. Seller Release and Indemnification. The Seller, on behalf of itself and its affiliates and their respective current and former directors, officers, managers, trustees, shareholders, members, employees, beneficiaries, attorneys, agents, representatives, partners, limited partners, investors, successors and assigns (collectively, "Seller Parties"), hereby:

(i) hereby agrees that neither US Air, its affiliates nor their respective current or former directors, officers, managers, trustees, shareholders, members, employees, beneficiaries, attorneys, agents, representatives, partners, limited partners, investors, successors or assigns (collectively, "US Air Parties") shall have any liability to any Seller Party with respect to, based upon, arising from, resulting from or relating to the Sale Transaction, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including, without limitation, as a matter of contribution, indemnification, set-off, rescission, or reimbursement; and

(ii) hereby and forever releases and discharges each of the US Air Parties of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, whether asserted, unasserted, absolute, contingent, known or unknown, which any Seller Party may have against the US Air Parties, or any of them, to the extent arising from, relating to, based upon, resulting from, relating to or in connection with the Sale Transaction.

The Seller hereby represents to US Air that it (i) has not assigned any claim or possible claim arising from, relating to, based upon, resulting from, relating to directly or indirectly, or in connection with the Sale Transaction against the US Air Parties, (ii) fully intends to release all claims against the US Air Parties as set forth in this Release and Indemnification Agreement, and (iii) has been advised by, and has consulted with counsel with respect to the execution and delivery of this Release and Indemnification Agreement.

The Seller shall indemnify the US Air Parties against and hold them harmless from any and all liabilities, demands, assessments, judgments, monetary damages, fines, fees, penalties, costs and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively, "Losses") incurred by the US Air Parties as a result of any third party claim arising from or based upon the Sale Transaction. The liability of the Seller for Losses under this paragraph shall be limited to Fifty Thousand Dollars ($50,000) in the aggregate.

2. Purchaser Release and Indemnification. The Purchaser, on behalf of itself and its affiliates and their respective current and former directors, officers, managers, trustees, shareholders, members, employees, beneficiaries, attorneys, agents, representatives, partners, limited partners, investors, successors and assigns (collectively, "Purchaser Parties"), hereby:

(i) hereby agrees that none of the US Air Parties shall have any liability to any Purchaser Party with respect to, based upon, arising from, resulting from or relating to the Sale Transaction, whether arising directly or indirectly, primarily or secondarily, by contract or operation of law or otherwise, including, without limitation, as a matter of contribution, indemnification, set-off, rescission, or reimbursement; and

(ii) hereby and forever releases and discharges each of the US Air Parties of and from any and all suits, demands, obligations, liabilities, claims and causes of action, contingent or otherwise, of every kind and nature, at law and in equity, whether asserted, unasserted, absolute, contingent, known or unknown, which any Purchaser Party may have against the US Air Parties, or any of them, to the extent arising from, relating to, based upon, resulting from, relating to or in connection with the Sale Transaction.

The Purchaser hereby represents to US Air that it (i) has not assigned any claim or possible claim arising from, relating to, based upon, resulting from, relating to directly or indirectly, or in connection with the Sale Transaction against the US Air Parties, (ii) fully intends to release all claims against the US Air Parties as set forth in this Release and Indemnification Agreement, and (iii) has been advised by, and has consulted with counsel with respect to the execution and delivery of this Release and Indemnification Agreement.

The Purchaser shall indemnify the US Air Parties against and hold them harmless from any and all Losses incurred by the US Air Parties as a result of any third party claim arising from or based upon the Sale Transaction. The liability of the Purchaser for Losses under this paragraph shall be limited to Fifty Thousand Dollars ($50,000) in the aggregate.

IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Release and Indemnification Agreement to be executed as of the date first written above.

EASTSHORE AVIATION, LLC

By: _________________________________

Name:

Title:

PAR INVESTMENT PARTNERS, L.P.

By: PAR GROUP, L.P.

Its: General Partner

By: PAR CAPITAL MANAGEMENT, INC.

Its: General Partner

By: _________________________________

Name:

Title:

Exhibit C

Notices

If to the Purchaser:

PAR Investment Partners, L.P.

One International Place

Suite 2401

Boston, MA 02110

Attention: Gina DiMento

Telecopier No. 617-556-8875

With a copy to:

Goodwin Procter LLP

Exchange Place

Boston, MA 02109

Attention: Robert P. Whalen, Jr.

Telecopier No. 617-523-1231

If to the Seller:

Eastshore Aviation, LLC

W6390 Challenger Drive, Suite 203

Appleton, WI 54924

Attention: Christine Deister

Telecopier No. 920-749-7158

With a copy to:

Covington & Burling

1330 Avenue of the Americas

New York, NY 10019

Attention: Bruce C. Bennett

Telecopier No. 212-841-1010