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PageGRANTING CLAUSE
    
    
    1ARTICLE I DEFINITIONS
    
    
    4ARTICLE II THE EQUIPMENT NOTES
    
    
    5SECTION 2.01. Form of Equipment Notes
    
    
    4SECTION 2.02. Issuance and Terms of Equipment Notes
    
    
    10SECTION 2.03. Method of Payment
    
    
    12SECTION 2.04. Application of Payments
    
    
    14SECTION 2.05. Termination of Interest in Collateral
    
    
    15SECTION 2.06. Registration Transfer and Exchange of Equipment Notes
    
    
    15SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Equipment Notes
    
    
    16SECTION 2.08. Payment of Expenses on Transfer; Cancellation
    
    
    17SECTION 2.09. Mandatory Redemptions of Equipment Notes
    
    
    17SECTION 2.10. Optional Redemptions of Equipment Notes
    
    
    17SECTION 2.11. Redemptions; Notice of Redemption
    
    
    18SECTION 2.12. Subordination
    
    
    19ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF PAYMENTS
    
    
    20SECTION 3.01. Basic Distributions
    
    
    20SECTION 3.02. Event of Loss; Replacement; Optional Redemption
    
    
    20SECTION 3.03. Payments After Event of Default
    
    
    22SECTION 3.04. Certain Payments
    
    
    24SECTION 3.05. Other Payments
    
    
    25SECTION 3.06. Cooperation
    
    
    25SECTION 3.07. Securities Account
    
    
    25SECTION 3.08 Payments to Owner
    
    
    26ARTICLE IV COVENANTS OF THE OWNER
    
    
    26SECTION 4.01. Liens
    
    
    26SECTION 4.02. Possession, Operation and Use, Maintenance, Registration and
Markings
    
    
    27SECTION 4.03. Inspection
    
    
    32SECTION 4.04. Replacement and Pooling of Parts, Alterations, Modifications
and Additions; Substitution of Engines
    
    
    33SECTION 4.05. Loss, Destruction or Requisition
    
    
    37SECTION 4.06. Insurance
    
    
    41SECTION 4.07. Merger of Owner
    
    
    42ARTICLE V EVENTS OF DEFAULT; REMEDIES OF INDENTURE TRUSTEE
    
    
    43SECTION 5.01. Event of Default
    
    
    42




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PageSECTION 5.02. Remedies
    
    
    45SECTION 5.03. Return of Aircraft, Etc.
    
    
    46SECTION 5.04. Remedies Cumulative
    
    
    47SECTION 5.05. Discontinuance of Proceedings
    
    
    47SECTION 5.06. Waiver of Past Defaults
    
    
    48SECTION 5.07. Appointment of Receiver
    
    
    48SECTION 5.08. Indenture Trustee Authorized to Execute Bills of Sale, Etc.
    
    
    48SECTION 5.09. Rights of Note Holders to Receive Payment
    
    
    48ARTICLE VI DUTIES OF THE INDENTURE TRUSTEE
    
    
    49SECTION 6.01. Notice of Event of Default
    
    
    49SECTION 6.02. Action Upon Instructions; Certain Rights and Limitations
    
    
    49SECTION 6.03. Indemnification
    
    
    50SECTION 6.04. No Duties Except as Specified in Trust Indenture or
Instructions
    
    
    50SECTION 6.05. No Action Except Under Trust Indenture or Instructions
    
    
    51SECTION 6.06. Investment of Amounts Held by Indenture Trustee
    
    
    51ARTICLE VII THE INDENTURE TRUSTEE
    
    
    51SECTION 7.01. Acceptance of Trusts and Duties
    
    
    51SECTION 7.02. Absence of Duties
    
    
    52SECTION 7.03. No Representations or Warranties as to Aircraft or Documents
    
    
    52SECTION 7.04. No Segregation of Monies; No Interest
    
    
    52SECTION 7.05. Reliance; Agreements; Advice of Counsel
    
    
    53SECTION 7.06. Compensation
    
    
    53SECTION 7.07. Instructions from Note Holders
    
    
    53ARTICLE VIII INDEMNIFICATION
    
    
    54SECTION 8.01. Scope of Indemnification
    
    
    54ARTICLE IX SUCCESSOR AND SEPARATE TRUSTEES
    
    
    54SECTION 9.01. Resignation of Indenture Trustee; Appointment of Successor
    
    
    54SECTION 9.02. Appointment of Additional and Separate Trustees
    
    
    55ARTICLE X SUPPLEMENTS AND AMENDMENTS TO THIS TRUST INDENTURE AND OTHER DOCUMENTS
    
    
    57SECTION 10.01. Instructions of Majority; Limitations
    
    
    57
 ii




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PageSECTION 10.02. Indenture Trustee Protected
    
    
    58SECTION 10.03. Documents Mailed to Note Holders
    
    
    58SECTION 10.04. No Request Necessary for Trust Indenture Supplement
    
    
    59ARTICLE XI MISCELLANEOUS
    
    
    59SECTION 11.01. Termination of Trust Indenture
    
    
    59SECTION 11.02. No Legal Title to Collateral in Note Holders
    
    
    59SECTION 11.03. Sale of Aircraft by Indenture Trustee Is Binding
    
    
    59SECTION 11.04. Trust Indenture for Benefit of Owner, Indenture Trustee,
Note Holders and the other Indenture Indemnitees
    
    
    60SECTION 11.05. Notices
    
    
    60SECTION 11.06. Severability
    
    
    60SECTION 11.07. No Oral Modification or Continuing Waivers
    
    
    60SECTION 11.08. Successors and Assigns
    
    
    61SECTION 11.09. Headings
    
    
    61SECTION 11.10. Normal Commercial Relations
    
    
    61SECTION 11.11. Governing Law; Counterpart Form
    
    
    61SECTION 11.12. Voting By Note Holders
    
    
    61SECTION 11.13. Bankruptcy
    
    
    61
 ANNEX A
    
    DefinitionsANNEX B
    
    InsuranceEXHIBIT A
    
    Form of Trust Indenture and Security Agreement SupplementSCHEDULE I
    
    Equipment Notes Amortization and Interest Rates
 iii




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TRUST INDENTURE AND SECURITY AGREEMENT [____]
  W I T N E S S E T H
     GRANTING CLAUSE




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##### 



1 2 3 4
 
 1.
    
    Insert for New Aircraft.2.
    
    Insert for Owned Aircraft.3.
    
    Insert for New Aircraft.4.
    
    Insert for Owned Aircraft. 2




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##### 



5
    provided further that
   
 5.
    
    Insert for New Aircraft. 3




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##### 



provided
   ARTICLE I
 DEFINITIONS
  4




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##### 



ARTICLE II
 THE EQUIPMENT NOTES
 SECTION 2.01. Form of Equipment Notes
    [____]
 No. ____
    
    Date: [__________, ____]
  INTEREST RATE
    
    MATURITY DATE[___________]
    
    [____________]
  5




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##### 



first second third fourth
  6




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##### 



6 7 8
  
 6.
    
    To be inserted in the case of a Series B
Equipment Note.7.
    
    To be inserted in the case of a Series C
Equipment Note.8.
    
    To be inserted for each Equipment Note other
than any Series A Equipment Note. 7




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##### 



THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.
  8




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##### 



US AIRWAYS, INC.By:Name:Title: 9




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##### 



INDENTURE TRUSTEES CERTIFICATE OF AUTHENTICATION
  WILMINGTON TRUST COMPANY, as 
     Indenture TrusteeBy:Name:Title:   Payment Date
    
    Percentage of Original Amount to Be Paid
 [SEE SCHEDULE I TO TRUST INDENTURE
WHICH IS INSERTED UPON ISSUANCE]
 10




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##### 



SECTION 2.02. Issuance and Terms of Equipment Notes
    11




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12




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##### 



SECTION 2.03. Method of Payment
  13




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14




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SECTION 2.04. Application of Payments
       15




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SECTION 2.05. Termination of Interest in Collateral
  SECTION 2.06. Registration Transfer and Exchange of Equipment Notes
  16




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##### 



SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Equipment Notes
  17




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##### 



SECTION 2.08. Payment of Expenses on Transfer; Cancellation
   SECTION 2.09. Mandatory Redemptions of Equipment Notes
  SECTION 2.10. Optional Redemptions of Equipment Notes
 provided
 provided
  18




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##### 



provided
 SECTION 2.11. Redemptions; Notice of Redemption
     19




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##### 



SECTION 2.12. Subordination
    20




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##### 



ARTICLE III
 RECEIPT, DISTRIBUTION AND APPLICATION OF PAYMENTS
 SECTION 3.01. Basic Distributions
  (i)
    
    so much of such payment as shall be required to pay in full the aggregate
amount of the payment or payments of Original Amount and interest (as well as any
interest on any overdue Original Amount and, to the extent permitted by Law, on any
overdue interest) then due under all Series A Equipment Notes shall be distributed
to the Note Holders of Series A ratably, without priority of one over the other, in
the proportion that the amount of such payment or payments then due under each
Series A Equipment Note bears to the aggregate amount of the payments then due under
all Series A Equipment Notes;(ii)
    
    after giving effect to paragraph (i) above, so much of such payment
remaining as shall be required to pay in full the aggregate amount of the payment or
payments of Original Amount and interest (as well as any interest on any overdue
Original Amount and, to the extent permitted by Law, on any overdue interest) then
due under all Series B Equipment Notes shall be distributed to the Note Holders of
Series B ratably, without priority of one over the other, in the proportion that the
amount of such payment or payments then due under each Series B Equipment Note bears
to the aggregate amount of the payments then due under all Series B Equipment Notes;(iii)
    
    after giving effect to paragraph (ii) above, so much of such payment
remaining as shall be required to pay in full the aggregate amount of the payment or
payments of Original Amount and interest (as well as any interest on any overdue
Original Amount and, to the extent permitted by Law, on any overdue interest) then
due under all Series C Equipment Notes shall be distributed to the Note Holders of
Series C ratably, without priority of one over the other, in the proportion that the
amount of such payment or payments then due under each Series C Equipment Note bears
to the aggregate amount of the payments then due under all Series C Equipment Notes.
 SECTION 3.02. Event of Loss; Replacement; Optional Redemption
  21




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##### 



First,
    
    
    (a) to reimburse the Indenture Trustee and the Note
Holders for any reasonable costs or expenses incurred in
connection with such redemption for which they are
entitled to reimbursement, or indemnity by the Owner,
under the Operative Agreements and then (b) to pay any
other Secured Obligations then due (except as provided in
clauses Second and Third below) to the Indenture
Trustee, the Note Holders and the other Indenture
Indemnitees under this Trust Indenture, the Participation
Agreement or the Equipment Notes (other than amounts
specified in clauses Second and Third below);Second,
    (i)
    
    to pay the amounts specified in paragraph (i) of clause
Third of Section 3.03 hereof plus Make-Whole Amount, if
any, then due and payable in respect of the Series A
Equipment Notes, but excluding distributions of amounts
of Related Secured Obligations to Related Note Holders;(ii)
    
    after giving effect to paragraph (i) above, to pay the amounts specified
in paragraph (ii) of clause Third of Section 3.03 hereof plus Make Whole Amount,
if any, then due and payable in respect of the Series B Equipment Notes, but
excluding distributions of amounts of Related Secured Obligations to Related Note
Holders;(iii)
    
    after giving effect to paragraph (ii) above, to pay the amounts
specified in paragraph (iii) of clause Third of Section 3.03 hereof plus Make
Whole Amount, if any, then due and payable in respect of the Series C Equipment
Notes, but excluding distributions of amounts of Related Secured Obligations to
Related Note Holders; andThird,
    (i)
    
    to pay the amounts specified in paragraph (i) of clause Third of Section 3.03 hereof
then due and payable in respect of the Related Series A Equipment Notes;(ii)
    
    after giving effect to paragraph (i) above, to pay the amounts specified
in paragraph (ii) of clause Third of Section 3.03 hereof then due and payable in
respect of the Related Series B Equipment Notes;(iii)
    
    after giving effect to paragraph (ii) above, to pay the
amounts specified in paragraph (iii) of clause Third of Section
3.03 hereof then due and payable in respect of the Related Series
C Equipment Notes; andFourth,
    
    
    as provided in clause Fourth of Section 3.03 hereof;
 provided however provided further however
 22




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##### 



SECTION 3.03. Payments After Event of Default
  First,
    
    
    so much of such payments or amounts as shall be required
to (i) reimburse the Indenture Trustee or WTC for any tax
(except to the extent resulting from a failure of the
Indenture Trustee to withhold taxes pursuant to Section
2.03(b) hereof), expense or other loss (including,
without limitation, all amounts to be expended at the
expense of, or charged upon the rents, revenues, issues,
products and profits of, the property included in the
Collateral (all such property being herein called the
Mortgaged Property) pursuant to Section 5.03(b) hereof)
incurred by the Indenture Trustee or WTC (to the extent
not previously reimbursed), the expenses of any sale, or
other proceeding, reasonable attorneys fees and
expenses, court costs, and any other expenditures
incurred or expenditures or advances made by the
Indenture Trustee, WTC or the Note Holders in the
protection, exercise or enforcement of any right, power
or remedy or any damages sustained by the Indenture
Trustee, WTC or any Note Holder, liquidated or otherwise,
upon such Event of Default shall be applied by the
Indenture Trustee as between itself, WTC and the Note
Holders in reimbursement of such expenses and any other
expenses for which the Indenture Trustee, WTC or the Note
Holders are entitled to reimbursement under any Operative
Agreement and (ii) pay all Secured Obligations payable to
the other Indenture Indemnitees hereunder and under the
Participation Agreement (other than amounts specified in
clauses Second and Third below); and in the case the
aggregate amount to be so distributed is insufficient to
pay as aforesaid in clauses (i) and (ii), then ratably,
without priority of one over the other, in proportion to
the amounts owed each hereunder;Second,
    
    
    so much of such payments or amounts remaining as shall be
required to reimburse the then existing or prior Note
Holders for payments made pursuant to Section 6.03 hereof
(to the extent not previously reimbursed) shall be
distributed to such then existing or prior Note Holders
ratably, without priority of one over the other, in
accordance with the amount of the payment or payments
made by each such then existing or prior Note Holder
pursuant to said Section 6.03 hereof;
 23




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Third,
    (i)
    
    so much of such payments or amounts remaining as shall be
required to pay in full the aggregate unpaid Original
Amount of all Series A Equipment Notes, and the accrued
but unpaid interest and other amounts due thereon and all
other Secured Obligations in respect of the Series A
Equipment Notes to the date of distribution and all other
Related Secured Obligations in respect of Related Series
A Equipment Notes then due, shall be distributed to the
Note Holders of Series A and Related Note Holders of the
Related Series A Equipment Notes, and in case the
aggregate amount so to be distributed shall be
insufficient to pay in full as aforesaid, then ratably,
without priority of one over the other, to each Note
Holder and Related Note Holder in the proportion that the
aggregate unpaid Original Amount of all Series A
Equipment Notes held by such holder plus the accrued but
unpaid interest and other amounts due hereunder or
thereunder to the date of distribution and all other
Related Secured Obligations then due in respect of the
Related Series A Equipment Notes held by such holder,
bears to the aggregate unpaid Original Amount of all
Series A Equipment Notes plus the accrued but unpaid
interest and other amounts due thereon to the date of
distribution and all other Related Secured Obligations in
respect of the Related Series A Equipment Notes then due;(ii)
    
    after giving effect to paragraph (i) above, so much of such payments or
amounts remaining as shall be required to pay in full the aggregate unpaid Original
Amount of all Series B Equipment Notes, and the accrued but unpaid interest and other
amounts due thereon and all other Secured Obligations in respect of the Series B
Equipment Notes to the date of distribution and all other Related Secured Obligations
in respect of Related Series B Equipment Notes then due, shall be distributed to the
Note Holders of Series B and Related Note Holders of the Related Series B Equipment
Notes, and in case the aggregate amount so to be distributed shall be insufficient to
pay in full as aforesaid, then ratably, without priority of one over the other, to
each Note Holder and Related Note Holder in the proportion that the aggregate unpaid
Original Amount of all Series B Equipment Notes held by such holder plus the accrued
but unpaid interest and other amounts due hereunder or thereunder to the date of
distribution and all other Related Secured Obligations then due in respect of the
Related Series B Equipment Notes held by such holder, bears to the aggregate unpaid
Original Amount of all Series B Equipment Notes plus the accrued but unpaid interest
and other amounts due thereon to the date of distribution and all other Related
Secured Obligations in respect of the Related Series B Equipment Notes then due;(iii)
    
    after giving effect to paragraph (ii) above, so much of such payments or
amounts remaining as shall be required to pay in full the aggregate unpaid Original
Amount of all Series C Equipment Notes, and the accrued but unpaid interest and other
amounts due thereon and all other Secured Obligations in respect of the Series C
Equipment Notes to the date of distribution and all other Related Secured Obligations
in respect of Related Series C Equipment Notes then due, shall be distributed to the
Note Holders of Series C and Related Note Holders of the Related Series C Equipment
Notes, and in case the aggregate amount so to be distributed shall be insufficient to
pay in full as aforesaid, then ratably, without
 24




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##### 



priority of one over the other, to each Note Holder and Related Note Holder in the
proportion that the aggregate unpaid Original Amount of all Series C Equipment Notes
held by such holder plus the accrued but unpaid interest and other amounts due
hereunder or thereunder to the date of distribution and all other Related Secured
Obligations then due in respect of the Related Series C Equipment Notes held by such
holder, bears to the aggregate unpaid Original Amount of all Series C Equipment
Notes plus the accrued but unpaid interest and other amounts due thereon to the date
of distribution and all other Related Secured Obligations in respect of the Related
Series C Equipment Notes then due; and(iv)
    
    after giving effect to paragraph (iii) above, if any Related Equipment Note
is outstanding, any of such payments or amounts remaining and any invested Cash
Equivalents shall be held by the Indenture Trustee in an Eligible Account in
accordance with the provisions of Section 3.07 (and invested as provided in Section
6.06 hereof) as additional security for the Related Secured Obligations, and such
amounts (and any investment earnings thereon) shall be distributed from time to time
in accordance with the foregoing provisions of this clause Third as and to the
extent any Related Secured Obligation shall at any time and from time to time become
due and remain unpaid after the giving of any required notice and the expiration of
any applicable grace period; and, upon the payment in full of all Related Secured
Obligations the balance, if any, of any such remaining amounts and investment
earnings thereon shall be applied as provided in clause Fourth of this Section 3.03;
andFourth,
    
    
    the balance, if any, of such payments or amounts remaining thereafter shall be distributed to the Owner.
  SECTION 3.04. Certain Payments
   25




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##### 



SECTION 3.05. Other Payments
  SECTION 3.06. Cooperation
  SECTION 3.07. Securities Account
  26




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##### 



SECTION 3.08. Payments to Owner.
  ARTICLE IV
 COVENANTS OF THE OWNER
 SECTION 4.01. Liens
  SECTION 4.02. Possession, Operation and Use, Maintenance, Registration and Markings
 General
 27




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##### 



Possession
 provided however
    provided however
 28




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##### 



provided that
 provided that
 29




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##### 



provided
    30




---



##### 



Operation and Use
 Maintenance and Repair
 31




---



##### 



provided
 Registration
 32




---



##### 



9
 Markings
 SECTION 4.03. Inspection
     
 9.
    
    Insert for New Aircraft. 33




---



##### 



SECTION 4.04. Replacement and Pooling of Parts, Alterations, Modifications and Additions;
Substitution of Engines
 Replacement of Parts provided however
 Parts
 Pooling of Parts
 34




---



##### 



Alterations, Modifications and Additions provided however provided Removable Part
 35




---



##### 



Substitution of Engines
 36




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##### 



37




---



##### 



SECTION 4.05. Loss, Destruction or Requisition
 Event of Loss With Respect to the Airframe
 provided that
 th
 38




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##### 



Effect of Replacement
 Conditions to Airframe and Engine Replacement
     39




---



##### 



40




---



##### 



Non-Insurance Payments Received on Account of an Event of Loss
    first
 second
 Requisition for Use
 41




---



##### 



provided that
 Certain Payments to be Held As Security
 SECTION 4.06. Insurance
 Owners Obligation to Insure
 Insurance for Own Account provided however
 Indemnification by Government in Lieu of Insurance
 42




---



##### 



Application of Insurance Proceeds
 SECTION 4.07. Merger of Owner
 In General
     Effect of Merger
 43




---



##### 



ARTICLE V
 EVENTS OF DEFAULT; REMEDIES OF INDENTURE TRUSTEE
 SECTION 5.01. Event of Default
       44




---



##### 



provided however
 SECTION 5.02. Remedies
 provided provided further
 45




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##### 



46




---



##### 



SECTION 5.03. Return of Aircraft, Etc.
   47




---



##### 



SECTION 5.04. Remedies Cumulative
  SECTION 5.05. Discontinuance of Proceedings
  SECTION 5.06. Waiver of Past Defaults
  48




---



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SECTION 5.07. Appointment of Receiver
  SECTION 5.08. Indenture Trustee Authorized to Execute Bills of Sale, Etc.
  SECTION 5.09. Rights of Note Holders to Receive Payment
  ARTICLE VI
 DUTIES OF THE INDENTURE TRUSTEE
 SECTION 6.01. Notice of Event of Default
  49




---



##### 



provided however
 SECTION 6.02. Action Upon Instructions; Certain Rights and Limitations
   SECTION 6.03. Indemnification
  50




---



##### 



SECTION 6.04. No Duties Except as Specified in Trust Indenture or Instructions
  SECTION 6.05. No Action Except Under Trust Indenture or Instructions
  SECTION 6.06. Investment of Amounts Held by Indenture Trustee
  51




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ARTICLE VII
 THE INDENTURE TRUSTEE
 SECTION 7.01. Acceptance of Trusts and Duties
  SECTION 7.02. Absence of Duties
  52




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##### 



SECTION 7.03. No Representations or Warranties as to Aircraft or Documents
  SECTION 7.04. No Segregation of Monies; No Interest
 provided however
 SECTION 7.05. Reliance; Agreements; Advice of Counsel
  53




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##### 



SECTION 7.06. Compensation
  SECTION 7.07. Instructions from Note Holders
  ARTICLE VIII
 INDEMNIFICATION
 SECTION 8.01. Scope of Indemnification
  54




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ARTICLE IX
 SUCCESSOR AND SEPARATE TRUSTEES
 SECTION 9.01. Resignation of Indenture Trustee; Appointment of Successor
    55




---



##### 



SECTION 9.02. Appointment of Additional and Separate Trustees
  56




---



##### 



ARTICLE X
 SUPPLEMENTS AND AMENDMENTS TO THIS TRUST INDENTURE
AND OTHER DOCUMENTS
 SECTION 10.01. Instructions of Majority; Limitations
  57




---



##### 



provided however provided further
 provided
 58




---



##### 



SECTION 10.02. Indenture Trustee Protected
  SECTION 10.03. Documents Mailed to Note Holders
  SECTION 10.04. No Request Necessary for Trust Indenture Supplement
  ARTICLE XI
 MISCELLANEOUS
 SECTION 11.01. Termination of Trust Indenture
  59




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##### 



provided however
 SECTION 11.02. No Legal Title to Collateral in Note Holders
  SECTION 11.03. Sale of Aircraft by Indenture Trustee Is Binding
  SECTION 11.04. Trust Indenture for Benefit of Owner, Indenture Trustee, Note Holders and the
other Indenture Indemnitees
  SECTION 11.05. Notices
  60




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SECTION 11.06. Severability
  SECTION 11.07. No Oral Modification or Continuing Waivers
  SECTION 11.08. Successors and Assigns
  SECTION 11.09. Headings
  SECTION 11.10. Normal Commercial Relations
  61




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##### 



SECTION 11.11. Governing Law; Counterpart Form
  SECTION 11.12. Voting By Note Holders
  SECTION 11.13. Bankruptcy
  62




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US AIRWAYS, INC.By:Name:Title:WILMINGTON TRUST COMPANY,
     as Indenture TrusteeBy:Name:Title: 63




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ANNEX A
 DEFINITIONS
 GENERAL PROVISIONS
  (i)
    
    each of Owner, Indenture Trustee, Note Holder or any other person
includes, without prejudice to the provisions of any Operative Agreement, any successor
in interest to it and any permitted transferee, permitted purchaser or permitted
assignee of it;(ii)
    
    words importing the plural include the singular and words importing the
singular include the plural;(iii)
    
    any agreement, instrument or document, or any annex, schedule or exhibit
thereto, or any other part thereof, includes, without prejudice to the provisions of
any Operative Agreement, that agreement, instrument or document, or annex, schedule or
exhibit, or part, respectively, as amended, modified or supplemented from time to time
in accordance with its terms and in accordance with the Operative Agreements, and any
agreement, instrument or document entered into in substitution or replacement therefor
(including, without limitation, in the case of each Pass Through Trust Agreement, the
Related Pass Through Trust Agreement as defined therein);(iv)
    
    any provision of any Law includes any such provision as amended, modified,
supplemented, substituted, reissued or reenacted prior to the Closing Date, and
thereafter from time to time;(v)
    
    the words Agreement, this Agreement, hereby, herein, hereto, hereof
and hereunder and words of similar import when used in any Operative Agreement refer
to such Operative Agreement as a whole and not to any particular provision of such
Operative Agreement;(vi)
    
    the words including, including, without limitation, including, but not
limited to, and terms or phrases of similar import when used in any Operative
Agreement, with respect to any matter or thing, mean including, without limitation,
such matter or thing; and(vii)
    
    a Section, an Exhibit, an Annex or a Schedule in any Operative
Agreement, or in any annex thereto, is a reference to a section of, or an exhibit, an
annex or a schedule to, such Operative Agreement or such annex, respectively.




---



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DEFINED TERMS
 Act
 Actual Knowledge provided
 Affiliate
 Aircraft
 Aircraft Bill of Sale
 Aircraft Documents
 2




---



##### 



provided
 Airframe
 Airframe Manufacturer société par actions simplifiée
 Applicable Pass Through Trust
 Applicable Pass Through Trust Agreement
 Applicable Pass Through Trustee
 Average Life Date
 Aviation Authority
 3




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##### 



Bankruptcy Code et
seq.
 Basic Pass Through Trust Agreement
 Bills of Sale
 Business Day
 Cape Town Treaty
 Cash Equivalents
 Certificate Owner
 Citizen of the United States
 Class A Pass Through Trust
 Class B Pass Through Trust
 Class C Pass Through Trust
 Closing
 Closing Date
 4




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##### 



Code
 Collateral
 Consent and Agreement 10
 Corporate Trust Office
 CRAF
 Debt Rate
 Default
 Deposit Agreement provided
 Depositary
 Dollars United States Dollars $
 DOT
 Eligible Account
 
 10.
    
    Insert for New Aircraft. 5




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##### 



Eligible Institution
 Engine
 Engine Consent and Agreement 11
 Engine Manufacturer
 Equipment Note Register
 Equipment Notes
 
 11.
    
    Insert for New Aircraft. 6




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##### 



ERISA
 Escrow Agent
 Escrow Agreement provided
 Event of Default
 Event of Loss
      7




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##### 



Existing Financing 12
 Expenses
 FAA
 FAA Bill of Sale
 FAA Filed Documents 13 14
 FAA Regulations
 Financing Statements 15
 
 12.
    
    Insert for Owned Aircraft.13.
    
    Insert for New Aircraft.14.
    
    Insert for Owned Aircraft.15.
    
    Insert for Owned Aircraft. 8




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##### 



French Pledge Agreement 16
 GAAP
 Government Entity
 Indemnitee
 Indenture Agreements 17
 Indenture Default
 
 16
    
    Insert for New Aircraft.17.
    
    Insert for New Aircraft. 9




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##### 



Indenture Event of Default
 Indenture Indemnitee
 Indenture Trustee
 Intercreditor Agreement
 International Interest
 International Registry
 IRS
 Issuance Date
 Law
 Lien
 Liquidity Facilities provided
 Liquidity Provider société anonyme
 10




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##### 



Majority in Interest of Note Holders provided
 Make-Whole Amount over
 Make-Whole Spread
 Material Adverse Change
 Minimum Liability Insurance Amount
 11




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##### 



Mortgaged Property
 Non-U.S. Person
 Note Holder
 Note Purchase Agreement
 NY UCC
 Officers Certificate
 Operative Agreements
 Operative Indentures
 Original Amount
 Owner Person
 Participation Agreement
 Parts
 12




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##### 



Pass Through Agreements
 Pass Through Certificates
 Pass Through Trust
 Pass Through Trust Agreement
 Pass Through Trustee
 Pass Through Trustee Agreements
 Passenger Convenience Equipment
 Paying Agent
 Payment Date
 Payment Due Rate
 13




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##### 



Permitted Air Carrier
 Permitted Country
 Permitted Foreign Air Carrier
 Permitted Government Entity
 Permitted Lease
 Permitted Lessee
 Permitted Lien
 14




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##### 



Persons persons
 Plan
 Prospective International Interest
 Purchase Agreement
 QIB
 Related Equipment Note
 Related Indenture
 Related Indenture Event of Default
 Related Indenture Trustee
 Related Make-Whole Amount
 Related Note Holder
 Related Secured Obligations
 15




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##### 



Related Series A Equipment Note
 Related Series B Equipment Note
 Related Series C Equipment Note
 Release 18
 Removable Part
 Replacement Airframe
 Replacement Engine
 SEC
 Section 1110
 Secured Obligations
 Securities Account
 Securities Act
 Security
 Senior Holder
 Series
 
 18.
    
    Insert for Owned Aircraft. 16




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##### 



Series A Series A Equipment Notes
 Series B Series B Equipment Notes
 Series C Series C Equipment Notes
 Similar Aircraft
 Special Default
 Subordination Agent
 Tax Indemnitee
 Taxes
 Taxing Authority
 Threshold Amount
 Transaction Expenses
 17




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##### 



Transactions
 Transfer
 Transferee
 Trust Indenture
 Trust Indenture Supplement
 Trust Supplement
 UCC
 United States U.S.
 U.S. Air Carrier
 U.S. Government
 U.S. Person
 18




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##### 



Weighted Average Life to Maturity
 Wet Lease
 WTC
 19




---



##### 



ANNEX B  INSURANCETRUST INDENTURE []
 ANNEX B
 INSURANCE
  A. Liability Insurance
 provided
  B. Hull Insurance




---



##### 



provided
 C. War-Risk, Hijacking and Allied Perils Insurance
  2




---



##### 



D. General Provisions
     provided
     3




---



##### 



E. Reports and Certificates; Other Information
  4




---



##### 



F. Right to Pay Premiums
  G. Deductibles; Self-insurance
  5




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##### 



TRUST INDENTURE AND SECURITY AGREEMENT SUPPLEMENT
  WITNESSETH:
    AIRFRAME
  FAA Registration
    
    Manufacturers SerialManufacturer
    
    Model
    
    Number
    
    NumberAirbus S.A.S.
  AIRCRAFT ENGINES




---



##### 



Manufacturer
    
    Manufacturers Model
    
    Serial Number
        US AIRWAYS, INC.By:Name:Title: 2




---



##### 



SCHEDULE I
 Original Amount
    
    
    Interest RateSeries A:Series B:Series C:Total:
 
 Percentage of OriginalPayment Date
    
    Amount to be Paid