Exhibit 4.9




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PageARTICLE I DEFINITIONS
    
    
    2SECTION 1.1. Definitions
    
    
    2SECTION 1.2. Applicability of Class C Certificates
    
    
    21ARTICLE II TRUST ACCOUNTS; CONTROLLING PARTY
    
    
    21SECTION 2.1. Agreement to Terms of Subordination; Payments from Monies Received Only
    
    
    21SECTION 2.2. Trust Accounts
    
    
    22SECTION 2.3. Deposits to the Collection Account and Special Payments Account
    
    
    23SECTION 2.4. Distributions of Special Payments
    
    
    23SECTION 2.5. Designated Representatives
    
    
    25SECTION 2.6. Controlling Party
    
    
    26ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED
    
    
    27SECTION 3.1. Written Notice of Distribution
    
    
    27SECTION 3.2. Distribution of Amounts on Deposit in the Collection Account
    
    
    29SECTION 3.3. Other Payments
    
    
    32SECTION 3.4. Payments to the Trustees and the Liquidity Providers
    
    
    32SECTION 3.5. Liquidity Facilities
    
    
    32ARTICLE IV EXERCISE OF REMEDIES
    
    
    39SECTION 4.1. Directions from the Controlling Party
    
    
    39SECTION 4.2. Remedies Cumulative
    
    
    41SECTION 4.3. Discontinuance of Proceedings
    
    
    41SECTION 4.4. Right of Certificateholders and the Liquidity Providers to Receive
Payments Not to Be Impaired
    
    
    41SECTION 4.5. Undertaking for Costs
    
    
    41ARTICLE V DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC.
    
    
    42SECTION 5.1. Notice of Indenture Default or Triggering Event
    
    
    42SECTION 5.2. Indemnification
    
    
    43SECTION 5.3. No Duties Except as Specified in this Intercreditor Agreement
    
    
    43SECTION 5.4. Notice from the Liquidity Providers and Trustees
    
    
    44ARTICLE VI THE SUBORDINATION AGENT
    
    
    44SECTION 6.1. Authorization; Acceptance of Trusts and Duties
    
    
    44SECTION 6.2. Absence of Duties
    
    
    44SECTION 6.3. No Representations or Warranties as to Documents
    
    
    44
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PageSECTION 6.4. No Segregation of Monies; No Interest
    
    
    44SECTION 6.5. Reliance; Agents; Advice of Counsel
    
    
    45SECTION 6.6. Capacity in Which Acting
    
    
    45SECTION 6.7. Compensation
    
    
    45SECTION 6.8. May Become Certificateholder
    
    
    45SECTION 6.9. Subordination Agent Required; Eligibility
    
    
    46SECTION 6.10. Money to Be Held in Trust
    
    
    46ARTICLE VII INDEMNIFICATION OF SUBORDINATION AGENT
    
    
    46SECTION 7.1. Scope of Indemnification
    
    
    46ARTICLE VIII SUCCESSOR SUBORDINATION AGENT
    
    
    46SECTION 8.1. Replacement of Subordination Agent; Appointment of Successor
    
    
    46ARTICLE IX SUPPLEMENTS AND AMENDMENTS
    
    
    47SECTION 9.1. Amendments, Waivers, Possible Future Issuance of Class C Certificates, etc.
    
    
    48SECTION 9.2. Subordination Agent Protected
    
    
    51SECTION 9.3. Effect of Supplemental Agreements
    
    
    51SECTION 9.4. Notice to Rating Agencies
    
    
    51ARTICLE X MISCELLANEOUS
    
    
    52SECTION 10.1. Termination of Intercreditor Agreement
    
    
    52SECTION 10.2. Intercreditor Agreement for Benefit of Trustees, Liquidity Providers
and Subordination Agent
    
    
    52SECTION 10.3. Notices
    
    
    52SECTION 10.4. Severability
    
    
    53SECTION 10.5. No Oral Modifications or Continuing Waivers
    
    
    53SECTION 10.6. Successors and Assigns
    
    
    53SECTION 10.7. Headings
    
    
    54SECTION 10.8. Counterpart Form
    
    
    54SECTION 10.9. Subordination
    
    
    54SECTION 10.10. Governing Law
    
    
    55SECTION 10.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity
    
    
    55
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Agreement WTC Société Anonyme Subordination Agent
    Class




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Definitions
     Acceleration Accelerate Accelerated Accelerating
 Actual Disposition Event
 Administration Expenses
 Advance
 Affiliate
 Aircraft
 Appraisal
 2




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Appraised Current Market Value
 Appraisers
 Assignment and Assumption Agreements
 Available Amount
 Bankruptcy Code et
seq
 Basic Agreement
 Business Day
 Cash Collateral Account
 Certificate
 Certificateholder
 Class
 Class A Cash Collateral Account
 3




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Class A Certificateholder
 Class A Certificates
 Class A Liquidity Facility
 Class A Liquidity Provider Société Anonyme
 Class A Trust
 Class A Trust Agreement Original Class
A Trust Successor Class A Trust
 Class A Trustee
 Class B Adjusted Interest
 4




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Class B Cash Collateral Account
 Class B Certificateholder
 Class B Certificates
 Class B Liquidity Facility
 Class B Liquidity Provider Société Anonyme
 Class B Trust
 Class B Trust Agreement Original Class
B Trust
 5




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Successor Class B Trust
 Class B Trustee
 Class C Adjusted Interest
 Class C Certificateholder
 Class C Certificates
 Class C Trust
 Class C Trust Agreement Original Class C Trust
 6




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Successor
Class C Trust
 Class C Trustee
 Closing Date
 Code
 Collateral
 Collection Account
 Controlling Party
 Corporate Trust Office
 Current Distribution Date
 Deemed Disposition Event
 Delivery Period Expiry Date
 Deposit Agreement
 Depositary
 7




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Deposits
 Designated Representatives
 Distribution Date
 Dollars $
 Downgrade Drawing
 Downgrade Event
 Downgraded Facility
 Drawing
 Eligible Deposit Account provided
 Eligible Institution
 Eligible Investments
 8




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provided however provided further provided further however
 Equipment Note Special Payment
 Equipment Notes
 Escrow Agent
 Escrow and Paying Agent Agreement
 Expected Distributions
 9




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Expiry Date
 Facility Office provided
 Fee Letters
 Final Distributions
 10




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Final Drawing
 Final Legal Distribution Date
 Financing Agreement
 Indenture Default
 Indenture Trustee
 Interest Drawing
 Interest Payment Date
 Interest Period
 Investment Earnings
 Lien
 Liquidity Event of Default
 Liquidity Expenses
 Liquidity Facility
 Liquidity Obligations
 11




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Liquidity Provider
 Minimum Sale Price
 Moodys
 Non-Controlling Party
 Non-Extended Facility
 Non-Extension Drawing
 Non-Performing Equipment Note
 Note Purchase Agreement
 Operative Agreements
 Original Class A Trust
 Original Class B Trust
 Original Class C Trust
 Outstanding
  12




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provided however
 Overdue Scheduled Payment
 Participation Agreement
 Payee
 Paying Agent
 Paying Agent Account
 Performing Equipment Note provided
 Performing Note Deficiency
 13




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Person
 Pool Balance less
 Post-Default Appraisals
 Preferred B Pool Balance provided however
 Preferred C Pool Balance
 14




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provided however
 Premium
 Proceeding
 Provider Incumbency Certificate
 Provider Representatives
 PTC Event of Default
 Rating Agencies
 Ratings Confirmation
 Refinancing Certificateholders
 Refinancing Certificates
 Refinancing Equipment Notes
 15




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Refinancing Trust Agreement
 Refinancing Trust
 Refinancing Trustee
 Regular Distribution Dates provided however
 Replacement Liquidity Facility
 Replacement Liquidity Provider
 Required Amount
 Responsible Officer
 Scheduled Payment
 16




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provided
 Scheduled Payment Date
 Section 2.4 Fraction
 Series A Equipment Notes
 Series B Equipment Notes
 Series C Equipment Notes
 60-Day Period
 Special Distribution Date
 Special Payment
 Special Payments Account
 17




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Special Termination Drawing
 Special Termination Notice
 Standard & Poors
 Stated Amount
 Stated Expiration Date
 Stated Interest Rate
 Subordination Agent
 Subordination Agent Incumbency Certificate
 Subordination Agent Representatives
 Substitute Aircraft
 Successor Class A Trust
 Successor Class B Trust
 Successor Class C Trust
 Tax Taxes
 18




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Termination Notice
 Threshold Rating
 Transfer
 Treasury Regulations
 Triggering Event provided
 Trust
 Trust Accounts
 Trust Agreement
 Trust Indenture
 Trust Property
 Trustee
 Trustee Incumbency Certificate
 Trustee Representatives
 Unapplied Provider Advance
 19




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Underwriters
 Underwriting Agreement
 US Airways
 US Airways Bankruptcy Event
    20




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US Airways Provisions
 Written Notice
 WTC
 Applicability of Class C Certificates
   Agreement to Terms of Subordination; Payments from Monies Received Only
  21




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Trust Accounts Trust
Accounts
 provided however provided further however provided further however
 22




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Deposits to the Collection Account and Special Payments Account
  Distributions of Special Payments Notice of Special Payment Special Distribution Date
 23




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third
 seventh
 eighth
 ninth
 eleventh
 thirteenth
 24




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Investment of Amounts in Special Payments Account
 Certain Payments Payees
 Designated Representatives Subordination Agent
Incumbency Certificate Subordination Agent
Representatives
 Trustee Incumbency Certificate Trustee
Representatives
  25




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Provider
Incumbency Certificate Provider Representatives Designated Representatives
 Controlling Party
  provided however
  26




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provided
    
 Written Notice of Distribution
  27




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provided however
  28




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Distribution of Amounts on Deposit in the Collection Account
 first Administration Expenses
 29




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second
 third
 fourth
 fifth
 sixth
 30




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seventh
 eighth
 ninth
 tenth
 eleventh
 twelfth
 thirteenth
 fourteenth
 fifteenth
 31




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Other Payments
  provided
 Payments to the Trustees and the Liquidity Providers
 Liquidity Facilities Interest Drawings Interest Drawing
 32




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Application of Interest Drawings
 Downgrade Drawings Downgraded Facility
  Downgrade Drawing
 Non-Extension Drawings Stated Expiration Date th th Notice Date
 33




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Non-Extended Facility Non-Extension Drawing
 Issuance of Replacement Liquidity Facility provided however provided
  34




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Cash Collateral Accounts; Withdrawals; Investments
 35




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36




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Reinstatement
 37




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provided however
 Reimbursement
 Final Drawing Final Drawing
 Adjustments of Stated Amount
 Relation to Subordination Provisions
 Assignment of Liquidity Facility
 38




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provided
 Special Termination Drawing Special Termination Drawing
   Directions from the Controlling Party
   39




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Appraisal Post-Default Appraisals
   40




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Remedies Cumulative
 Discontinuance of Proceedings
 Right of Certificateholders and the Liquidity Providers to Receive Payments
Not to Be Impaired
 Undertaking for Costs
 41




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Notice of Indenture Default or Triggering Event
 Other Notices
 Securities Position
 Reports
   42




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Indemnification
 No Duties Except as Specified in this Intercreditor Agreement
 43




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Notice from the Liquidity Providers and Trustees provided however
   Authorization; Acceptance of Trusts and Duties
 Absence of Duties
 No Representations or Warranties as to Documents
 No Segregation of Monies; No Interest
 44




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provided however
 Reliance; Agents; Advice of Counsel
 Capacity in Which Acting
 Compensation
 May Become Certificateholder
 45




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Subordination Agent Required; Eligibility
  Money to Be Held in Trust
   Scope of Indemnification
   Replacement of Subordination Agent; Appointment of Successor
 46




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47




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Amendments, Waivers, Possible Future Issuance of Class C Certificates,
etc provided however provided further however US
Airways Provisions
  48




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provided
 Refinancing Equipment Notes Refinancing Trust Refinancing
Certificates Refinancing Certificateholders Refinancing Trust Agreement Refinancing Trustee
     49




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50




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Subordination Agent Protected
 Effect of Supplemental Agreements
 Notice to Rating Agencies
 51




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Termination of Intercreditor Agreement provided
 Intercreditor Agreement for Benefit of Trustees, Liquidity Providers and
Subordination Agent
 Notices
  
  
  th th
 52




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Severability
 No Oral Modifications or Continuing Waivers
 Successors and Assigns
 53




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Headings
 Counterpart Form
 Subordination
    54




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provided however
 Governing Law
 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity
    55




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56




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WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Trustee for each of the
TrustsBy
    
    /s/ Robert P. Hines, Jr.Name: Robert P. Hines, Jr.Title: Assistant Vice PresidentNATIXIS S.A., acting through its New York Branch,
as Class A Liquidity Provider and Class B
Liquidity ProviderBy
    
    /s/ Jerome Le JamtelName: Jerome Le JamtelTitle: Managing DirectorBy
    
    /s/ Olivier DelayName: Olivier DelayTitle: Managing DirectorWILMINGTON TRUST COMPANY, not in its individual
capacity except as expressly set forth herein as
Subordination Agent and trusteeBy
    
    /s/ Robert P. Hines, Jr.Name: Robert P. Hines, Jr.Title: Assistant Vice President