**NOW, THEREFORE**, in consideration of the mutual agreements herein contained, and for other goodand valuable consideration, the receipt and adequacy of which are hereby acknowledged, the partieshereto agree as follows:          **Section 1.****Definitions**. Capitalized terms and phrases used and not otherwise definedherein shall for all purposes of this Amendment No. 1, including the recital of the parties and theother preceding recitals, have the respective meanings specified therefor in the Agreement.          **Section 2.****Amendment**. Effective as of the date hereof, the Agreement shall beamended as follows:          (a) all references to “this Agreement” in the Agreement shall be deemed to refer to theAgreement as amended by this Amendment No. 1, and all references in the Agreement or in any otherOperative Agreement or Financing Agreement to the Agreement shall be deemed to refer to theAgreement as amended by this Amendment No. 1;          (b) the Class C Trustee shall be added as a party to the Agreement;          (c) Section 1.1 of the Agreement shall be amended by adding in alphabetic order within saidSection the following new definition:          “Class C Underwriting Agreement” means the Underwriting Agreement dated June 22, 2011among the Underwriters, the Depositary, US Airways and US Airways Group, Inc., relating to thepurchase of the Class C Certificates by the Underwriters, as the same may be amended, supplementedor otherwise modified from time to time in accordance with its terms.          (d) the definition of “Final Legal Distribution Date” in Section 1.1 of the Agreement shall beamended and restated in its entirety to read as follows:          “Final Legal Distribution Date” means (i) with respect to the Class A Certificates,April 22, 2025, (ii) with respect to the Class B Certificates, April 22, 2020 and (iii) withrespect to the Class C Certificates, October 22, 2014.          (e) the definition of “Stated Interest Rate” in Section 1.1 of the Agreement shall be amendedand restated in its entirety to read as follows:          “Stated Interest Rate” means (i) with respect to the Class A Certificates, 7.125% perannum, (ii) with respect to the Class B Certificates, 9.750% per annum and (iii) with respect tothe Class C Certificates, 10.875% per annum.          (f) the definition of “Operative Agreements” in Section 1.1 of the Agreement shall be amendedby adding the words “the Class C Underwriting Agreement,” after the words “the UnderwritingAgreement,”.          (g) Section 9.1(d) of the Agreement shall be deleted in its entirety.
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          **Section 3.****No Other Amendments**. Except as expressly provided in this Amendment No.1, all of the terms and conditions of the Agreement shall remain in full force and effect and arehereby ratified and confirmed.          **Section 4.****Applicability of Class C Certificates**. Pursuant to Section 1.2 of theAgreement, all references in the Agreement to “Class C Adjusted Interest,” “Class CCertificateholders,” “Class C Certificates,” “Class C Trust,” “Class C Trust Agreement” and “ClassC Trustee” from and after the date hereof shall be fully operative and in full force and effect.          **Section 5.****Miscellaneous**. The terms of this Amendment No. 1 shall be binding upon,inure to the benefit of, and be enforceable by, the parties hereto and their respective successorsand assigns. The terms of this Amendment No. 1 shall in all respects be governed by, and construedin accordance with, the law of the State of New York, including all matters of construction,validity and performance. This Amendment No. 1 may be executed in any number of counterparts, allof which taken together shall constitute one and the same amendatory instrument and any of theparties hereto may execute this Amendment No. 1 by signing any such counterpart.[*signature page follows*]
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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the IntercreditorAgreement (2011-1) to be duly executed as of the day and year first above written.       WILMINGTON TRUST COMPANY,not in its individual capacity but solely asTrustee for the Class A Trust, the Class B Trustand the Class C Trust       By /s/ Adam Vogelsong       Name: Adam Vogelsong  Title: Senior Financial Services Officer       NATIXIS S.A., acting through its New York Branch,as Class A Liquidity Provider and Class BLiquidity Provider       By /s/ Jerome Le Jamtel       Name: Jerome Le Jamtel  Title: Managing Director       By /s/ Olivier Delay       Name: Olivier Delay  Title: Managing Director       WILMINGTON TRUST COMPANY,not in its individual capacity except asexpressly set forth herein but solely asSubordination Agent and trustee       By /s/ Adam Vogelsong       Name: Adam Vogelsong  Title: Senior Financial Services Officer       US AIRWAYS, INC.       By /s/ Thomas T. Weir       Name: Thomas T. Weir  Title: Vice President and Treasurer