EXHIBIT B TO NOTE PURCHASE AGREEMENT
  PARTICIPATION AGREEMENT [___]
   US AIRWAYS, INC.,
  WILMINGTON TRUST COMPANY,
 
 [__] Airbus Model [_________] Aircraft




---



##### 



CONTENTS
 SECTION 1. DEFINITIONS AND CONSTRUCTION
    
    
    2SECTION 2. SECURED LOANS; CLOSING
    
    
    22.1 Making of Loans and Issuance of Equipment Notes
    
    
    22.2 Closing
    
    
    2SECTION 3. GUARANTEE
    
    
    2SECTION 4. CONDITIONS PRECEDENT
    
    
    34.1 Conditions Precedent to the Obligations of the Pass
Through Trustees
    
    
    34.2 Conditions Precedent to Obligations of Indenture Trustee
    
    
    64.3 Conditions Precedent to Obligations of Owner
    
    
    74.4 Post-Registration Opinion
    
    
    8SECTION 5. REPRESENTATIONS AND WARRANTIES
    
    
    85.1 Owners Representations and Warranties
    
    
    85.2 WTCs Representations and Warranties
    
    
    11SECTION 6. COVENANTS, UNDERTAKINGS AND AGREEMENTS
    
    
    146.1 Covenants of Owner
    
    
    146.2 Covenants of WTC
    
    
    156.3 Covenants of Note Holders
    
    
    166.4 Agreements
    
    
    17SECTION 7. CONFIDENTIALITY
    
    
    20SECTION 8. INDEMNIFICATION AND EXPENSES
    
    
    218.1 General Indemnity
    
    
    218.2 Expenses
    
    
    258.3 General Tax Indemnity
    
    
    268.4 Payments
    
    
    338.5 Interest
    
    
    338.6 Benefit of Indemnities
    
    
    33SECTION 9. ASSIGNMENT OR TRANSFER OF INTEREST
    
    
    349.1 Note Holders
    
    
    349.2 Effect of Transfer
    
    
    34SECTION 10. SECTION 1110
    
    
    34SECTION 11. CHANGE OF CITIZENSHIP
    
    
    3411.1 Generally
    
    
    3411.2 Indenture Trustee
    
    
    35
  i




---



##### 



SECTION 12. MISCELLANEOUS
    
    
    3512.1 Amendments
    
    
    3512.2 Severability
    
    
    3512.3 Survival
    
    
    3512.4 Reproduction of Documents
    
    
    3612.5 Counterparts
    
    
    3612.6 No Waiver
    
    
    3612.7 Notices
    
    
    3612.8 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE
    
    
    3712.9 Third-Party Beneficiary
    
    
    3812.10 Entire Agreement
    
    
    3812.11 Further Assurances
    
    
    38SCHEDULES AND EXHIBITSSCHEDULE 1  Accounts; AddressesSCHEDULE 2  CommitmentsSCHEDULE 3  Certain TermsSCHEDULE 4  Permitted CountriesEXHIBIT A   Opinion of special counsel to OwnerEXHIBIT B   Opinion of regulatory counsel to OwnerEXHIBIT C-1  Opinion of special counsel to Indenture Trustee
and to the Applicable Pass Through TrusteesEXHIBIT C-2  Opinion of special counsel to Indenture Trustee
and to the Applicable Pass Through TrusteesEXHIBIT D   Opinion of special counsel in Oklahoma City, Oklahoma[EXHIBIT E   Opinion of special French counsel]1
 
 1
    
    Insert for New Aircraft.  ii




---



##### 



PARTICIPATION AGREEMENT [___]
  RECITALS
 2 3
      
 2
    
    Insert for Owned Aircraft.3
    
    Insert for New Aircraft.  1




---



##### 



SECTION 1. DEFINITIONS AND CONSTRUCTION
  SECTION 2. SECURED LOANS; CLOSING
 2.1 Making of Loans and Issuance of Equipment Notes
  (a)
    
    Each Applicable Pass Through Trustee listed on Schedule 2 shall make a secured
loan to the Owner in the amount in Dollars opposite such Trustees name on Schedule 2;
and(b)
    
    The Owner shall issue, pursuant to and in accordance with the provisions of
Article II of the Trust Indenture, to the Subordination Agent as the registered holder
on behalf of each such Applicable Pass Through Trustee, one or more Equipment Notes,
dated the Closing Date, of the Series set forth opposite such Trustees name on
Schedule 2, in an aggregate principal amount equal to the amount of the secured loan
made by each such Applicable Pass Through Trustee.
  2.2 Closing
   SECTION 3. GUARANTEE
   2




---



##### 



SECTION 4. CONDITIONS PRECEDENT
 4.1 Conditions Precedent to the Obligations of the Pass Through Trustees
  4.1.1 Equipment Notes
  4.1.2 Delivery of Documents
      4 5
   
 4
    
    Insert for New Aircraft.5
    
    Insert for Owned Aircraft.  3




---



##### 



6
 7
 4.1.3 Perfected Security Interest
  4.1.4 Violation of Law
  
 6
    
    Insert for New Aircraft.7
    
    Insert for New Aircraft.  4




---



##### 



4.1.5 Representations, Warranties and Covenants
  4.1.6 No Event of Default
  4.1.7 No Event of Loss
  4.1.8 Title
 8 9
 4.1.9 Certification
  4.1.10 Section 1110
  
 8
    
    Insert for New Aircraft.9
    
    Insert for Owned Aircraft.  5




---



##### 



4.1.11 Filing
 10
 4.1.12 No Proceedings
  4.1.13 Governmental Action
  4.1.14 Note Purchase Agreement
  4.2 Conditions Precedent to Obligations of Indenture Trustee
  
 10
    
    Insert for New Aircraft.  6




---



##### 



4.2.1 Documents
  4.2.2 Other Conditions Precedent
  4.3 Conditions Precedent to Obligations of Owner
  4.3.1 Documents
    4.3.2 Other Conditions Precedent
   7




---



##### 



4.4 Post-Registration Opinion
 11 12
 SECTION 5. REPRESENTATIONS AND WARRANTIES
 5.1 Owners Representations and Warranties
  5.1.1 Organization; Qualification
  5.1.2 Corporate Authorization
  5.1.3 No Violation
  
 11
    
    Insert for New Aircraft.12
    
    Insert for New Aircraft.  8




---



##### 



5.1.4 Approvals
  5.1.5 Valid and Binding Agreements
  5.1.6 Registration and Recordation
 13 14
 
 13
    
    Insert for New Aircraft.14
    
    Insert for Owned Aircraft.  9




---



##### 



5.1.7 Owners Location
  5.1.8 No Event of Loss
  5.1.9 Compliance With Laws
    5.1.10 Securities Laws
  5.1.11 Brokers Fees
   10




---



##### 



5.1.12 Section 1110
  5.1.13 Cape Town
 15
 5.2 WTCs Representations and Warranties
  5.2.1 Organization, Etc.
  5.2.2 Corporate Authorization
  5.2.3 No Violation
  
 15
    
    Insert for New Aircraft.  11




---



##### 



5.2.4 Approvals
  5.2.5 Valid and Binding Agreements
   12




---



##### 



5.2.6 Citizenship
  5.2.7 No Liens
  5.2.8 Litigation
  5.2.9 Securities Laws
  5.2.10 Investment
  5.2.11 Taxes
   13




---



##### 



5.2.12 Brokers Fees
  SECTION 6. COVENANTS, UNDERTAKINGS AND AGREEMENTS
 6.1 Covenants of Owner
  6.1.1 Corporate Existence; U.S. Air Carrier
  6.1.2 Notice of Change of Location
  6.1.3 Certain Assurances
 provided that
   14




---



##### 



6.1.4 Securities Laws
  6.1.5. Notice of Lease
  6.2 Covenants of WTC
   15




---



##### 



6.2.1 Liens
  6.2.2 Securities Act
  6.2.3 Performance of Agreements
  6.2.4 Withholding Taxes
  6.3 Covenants of Note Holders
  6.3.1 Withholding Taxes
   16




---



##### 



6.3.2 Transfer; Compliance
 provided
    6.4 Agreements
 6.4.1 Quiet Enjoyment
   17




---



##### 



6.4.2 Consents
  6.4.3 Insurance
  6.4.4 Extent of Interest of Note Holders
 provided
 6.4.5 Foreign Registration
    (A)
    
    no Special Default or Event of Default shall have occurred and
be continuing at the time of such registration;(B)
    
    such proposed change of registration is made in connection with
a Permitted Lease to a Permitted Air Carrier; and(C)
    
    such country is a country with which the United States then
maintains normal diplomatic relations or, if such country is Taiwan, the United
States then maintains diplomatic relations at least as good as those in effect
on the Closing Date; and
  18




---



##### 



(i)
    
    to the effect that the provisions of Section 4.06 of the Trust
Indenture have been complied with after giving effect to such change of
registration;(ii)
    
    of the payment by Owner of all reasonable out-of-pocket
expenses of each Note Holder and Indenture Trustee in connection with such
change of registry, including, without limitation (1) the reasonable fees and
disbursements of counsel to Indenture Trustee, (2) any filing or recording
  19




---



##### 



fees, Taxes or similar payments incurred in connection with the change of
registration of the Aircraft and the creation and perfection of the security
interest therein in favor of Indenture Trustee for the benefit of Note Holders,
and (3) all costs and expenses incurred in connection with any filings
necessary to continue in the United States the perfection of the security
interest in the Aircraft in favor of Indenture Trustee for the benefit of Note
Holders; and(iii)
    
    to the effect that the tax and other indemnities in favor of
each person named as an indemnitee under any other Operative Agreement afford
each such person substantially the same protection as provided prior to such
change of registration (or Owner shall have agreed upon additional indemnities
that, together with such original indemnities, in the reasonable judgment of
Indenture Trustee, afford such protection).
 6.4.6 Interest in Certain Engines
  SECTION 7. CONFIDENTIALITY
 provided
  20




---



##### 



SECTION 8. INDEMNIFICATION AND EXPENSES
 8.1 General Indemnity
 8.1.1 Indemnity
      8.1.2 Exceptions
    21




---



##### 



provided
        22




---



##### 



8.1.3 Separate Agreement
   23




---



##### 



8.1.4 Notice
  8.1.5 Notice of Proceedings; Defense of Claims; Limitations
  provided provided
     24




---



##### 



8.1.6 Information
  8.1.7 Effect of Other Indemnities; Subrogation; Further
Assurances
  8.1.8 Refunds
  8.2 Expenses
 8.2.1 Invoices and Payment
   25




---



##### 



8.2.2 Payment of Other Expenses
  8.3 General Tax Indemnity
 8.3.1 General
  8.3.2 Certain Exceptions
   26




---



##### 



27




---



##### 



8.3.3 Payment
   28




---



##### 



29




---



##### 



8.3.4 Contest
   30




---



##### 



31




---



##### 



8.3.5 Refund
  8.3.6 Tax Filing
   32




---



##### 



8.3.7 Forms
  8.3.8 Non-Parties
  8.3.9 Subrogation
  8.4 Payments
  8.5 Interest
  8.6 Benefit of Indemnities
   33




---



##### 



SECTION 9. ASSIGNMENT OR TRANSFER OF INTEREST
 9.1 Note Holders
 provided
 9.2 Effect of Transfer
 provided
 SECTION 10. SECTION 1110
  SECTION 11. CHANGE OF CITIZENSHIP
 11.1 Generally
   34




---



##### 



11.2 Indenture Trustee
  SECTION 12. MISCELLANEOUS
 12.1 Amendments
  12.2 Severability
  12.3 Survival
   35




---



##### 



12.4 Reproduction of Documents
  12.5 Counterparts
  12.6 No Waiver
  12.7 Notices
   36




---



##### 



12.8 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE
 (a) THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS AGREEMENT IS BEING DELIVERED
IN THE STATE OF NEW YORK.
 (b) EACH PARTY HERETO HEREBY IRREVOCABLY AGREES, ACCEPTS AND SUBMITS ITSELF TO THE
NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN THE CITY AND COUNTY OF NEW
YORK AND OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN CONNECTION WITH ANY LEGAL
ACTION, SUIT OR PROCEEDING WITH RESPECT TO ANY MATTER RELATING TO OR ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT.
 (c) EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS AND AGREES TO THE SERVICE OF ANY AND ALL
LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT,
ACTION OR PROCEEDING MAY BE MADE BY MAILING COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, AT THE ADDRESS SET FORTH PURSUANT TO SECTION 12.7. EACH PARTY HERETO HEREBY AGREES THAT
SERVICE UPON IT, OR ANY OF ITS AGENTS, IN EACH CASE IN ACCORDANCE WITH THIS SECTION 12. 8(c) , SHALL
CONSTITUTE VALID AND EFFECTIVE PERSONAL SERVICE UPON SUCH PARTY, AND EACH PARTY HERETO HEREBY
AGREES THAT THE FAILURE OF ANY OF ITS AGENTS TO GIVE ANY NOTICE OF SUCH SERVICE TO ANY SUCH PARTY
SHALL NOT IMPAIR OR AFFECT IN ANY WAY THE VALIDITY OF SUCH SERVICE ON SUCH PARTY OR ANY JUDGMENT
RENDERED IN ANY ACTION OR PROCEEDING BASED THEREON.
 (d) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY LEGAL ACTION OR
PROCEEDING BROUGHT HEREUNDER IN ANY OF THE ABOVE-NAMED COURTS, THAT SUCH ACTION OR PROCEEDING IS
BROUGHT IN AN
INCONVENIENT FORUM, THAT VENUE FOR THE ACTION OR PROCEEDING IS IMPROPER OR THAT THIS AGREEMENT
OR ANY OTHER OPERATIVE AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS.
 (e) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION IN ANY COURT IN ANY JURISDICTION BASED UPON OR ARISING OUT OF OR RELATING TO THIS
AGREEMENT.
  37




---



##### 



12.9 Third-Party Beneficiary
  12.10 Entire Agreement
  12.11 Further Assurances
    38




---



##### 



US AIRWAYS, INC.,
      OwnerBy
    
    Name:Title:WILMINGTON TRUST COMPANY,not in its individual capacity, except as
expressly provided herein, but solely as Indenture
TrusteeBy
    
    Name:Title:WILMINGTON TRUST COMPANY,not in its individual capacity, except as
expressly provided herein, but solely as Pass
Through Trustee under the Pass Through Trust
Agreement for the US Airways Pass Through Trust,
2011-1A-OByName:Title:
 PARTICIPATION AGREEMENT (2011-1)
    
    SIGNATURE PAGE




---



##### 



WILMINGTON TRUST COMPANY,not in its individual capacity, except as
expressly provided herein, but solely as Pass
Through Trustee under the Pass Through Trust
Agreement for the US Airways Pass Through Trust,
2011-1B-OBy
    
    Name:Title:WILMINGTON TRUST COMPANY,not in its individual capacity, except as
expressly provided herein, but solely as Pass
Through Trustee under the Pass Through Trust
Agreement for the US Airways Pass Through Trust,
2011-1C-OBy
    
    Name:Title:WILMINGTON TRUST COMPANY,not in its individual capacity, except as
expressly provided herein, but solely as
Subordination AgentBy
    
    Name:Title:
 PARTICIPATION AGREEMENT (2011-1)
    
    SIGNATURE PAGE




---



##### 



SCHEDULE 1  ACCOUNTS;ADDRESSESPARTICIPATION AGREEMENT []
 ACCOUNTS; ADDRESSES
 Account for Payments
    
    Address for NoticesUS Airways, Inc.
    
    US Airways, Inc.
JP Morgan Chase- New York, NY
Account No.: 708038021
ABA#: 021-000-021
Attention: Simon Little
Voice: 480-693-2822
Facsimile: 480-693-8953
Reference: US Airways 2011-1 EETC
    
    US Airways, Inc.
111 West Rio Salado Parkway 
Tempe, Arizona 85281
Attention: Vice President and Treasurer
Facsimile: (480) 693-5886
with
a copy to: Deputy General CounselFacsimile: (480) 693-5932Wilmington Trust Company, Indenture 
Trustee
    
    Wilmington Trust Company
Wilmington, Delaware 19890
Account No.: [___]
ABA#: 031100092
Attention: Corporate Trust Administration
Reference: US Airways 2011-1
    
    Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890-1605
Attention: Corporate Trust
Administration
Facsimile: (302) 636-4140Wilmington Trust Company, as 
Subordination Agent
    
    Wilmington Trust Company
Wilmington, Delaware 19890
Account No.: [___]
ABA#: 031100092
Attention: Corporate Trust Administration
Reference: US Airways 2011-1
    
    Wilmington Trust Company 
1100 North Market Street
Wilmington, Delaware 19890-1605
Attention: Corporate Trust
Administration
Facsimile: (302) 636-4140Wilmington Trust Company, as Pass 
Through Trustee for the 2011-1A Pass 
Through Trust
    
    Wilmington Trust Company
Wilmington, Delaware 19890
Account No.: [___]
ABA#: 031100092
Attention: Corporate Trust Administration
Reference: US Airways 2011-1
    
    Wilmington Trust Company 
1100 North Market Street
Wilmington, Delaware 19890-1605
Attention: Corporate Trust
Administration
Facsimile: (302) 636-4140Wilmington Trust Company, as Pass 
Through Trustee for the 2011-1B Pass 
Through Trust
    
    Wilmington Trust Company
Wilmington, Delaware 19890
Account No.: [___]
ABA#: 031100092
Attention: Corporate Trust Administration
Reference: US Airways 2011-1
    
    Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890-1605
Attention: Corporate Trust
Administration
Facsimile: (302) 636-4140
  1




---



##### 



SCHEDULE 2  COMMITMENTSPARTICIPATION AGREEMENT []
 Account for Payments
    
    Address for NoticesWilmington Trust Company, as Pass 
Through Trustee for the 2011-1C Pass 
Through Trust
    
    Wilmington Trust Company
Wilmington, Delaware 19890
Account No.: [___]
ABA#: 031100092
Attention: Corporate Trust Administration
Reference: US Airways 2011-1
    
    Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890-1605
Attention: Corporate Trust
Administration
Facsimile: (302) 636-4140
 COMMITMENTS
 Series of
    
    Dollar AmountPass Through Trustee
    
    Equipment Notes
    
    of Loan2011-1A
    
    Series A2011-1B
    
    Series B2011-1C
    
    Series C
  1




---



##### 



SCHEDULE 3  CERTAIN TERMSPARTICIPATION AGREEMENT []
 CERTAIN TERMS
 Defined Term
    
    DefinitionMinimum Liability Insurance Amount
    
    $
    500,000,000Threshold Amount
    
    $
    5,000,000
  1




---



##### 



PERMITTED COUNTRIES
 Argentina
    
    LuxembourgAustralia
    
    MalaysiaAustria
    
    MaltaBahamas
    
    MexicoBelgium
    
    MoroccoBolivia
    
    NetherlandsBrazil
    
    Netherlands AntillesCanada
    
    New ZealandChile
    
    NorwayColombia
    
    PanamaCzech Republic
    
    Peoples Republic of ChinaDenmark
    
    PeruEgypt
    
    PhilippinesEcuador
    
    PolandFinland
    
    PortugalFrance
    
    Republic of China (Taiwan)Germany
    
    RussiaGreece
    
    SingaporeGuatemala
    
    South AfricaHungary
    
    South KoreaIceland
    
    SpainIndia
    
    SwedenIndonesia
    
    SwitzerlandIreland
    
    ThailandItaly
    
    Trinidad and TobagoJamaica
    
    TurkeyJapan
    
    United KingdomJordan
    
    UruguayKuwait
    
    Venezuela
  1