Exhibit 4.5




---



##### 



PageARTICLE I THE CERTIFICATES
    
    
    2Section 1.01. The Certificates
    
    
    2ARTICLE II DEFINITIONS
    
    
    4Section 2.01. Definitions
    
    
    4ARTICLE III DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS
    
    
    10Section 3.01. Statements to Applicable Certificateholders
    
    
    10Section 3.02. Special Payments Account
    
    
    11Section 3.03. Distributions from Special Payments Account
    
    
    12Section 3.04. Limitation of Liability for Payments
    
    
    13ARTICLE IV DEFAULT
    
    
    13Section 4.01. Purchase Rights of Certificateholders
    
    
    13Section 4.02. Amendment of Section 6.05 of the Basic Agreement
    
    
    14ARTICLE V THE TRUSTEE
    
    
    14Section 5.01. Delivery of Documents; Delivery Dates
    
    
    14Section 5.02. Withdrawal of Deposits
    
    
    15Section 5.03. The Trustee
    
    
    15Section 5.04. Representations and Warranties of the Trustee
    
    
    16Section 5.05. Trustee Liens
    
    
    17ARTICLE VI ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS
    
    
    17Section 6.01. Amendment of Section 5.02 of the Basic Agreement
    
    
    17Section 6.02. Supplemental Agreements Without Consent of Applicable
Certificateholders
    
    
    17Section 6.03. Supplemental Agreements with Consent of Applicable
Certificateholders
    
    
    17Section 6.04. Consent of Holders of Certificates Issued under Other Trusts
    
    
    18ARTICLE VII TERMINATION OF TRUST
    
    
    18Section 7.01. Termination of the Applicable Trust
    
    
    18ARTICLE VIII MISCELLANEOUS PROVISIONS
    
    
    20Section 8.01. Basic Agreement Ratified
    
    
    20Section 8.02. GOVERNING LAW
    
    
    20Section 8.03. Execution in Counterparts
    
    
    21Section 8.04. Intention of Parties
    
    
    21
 Exhibit A
    
    -
    
    Form of CertificateExhibit B
    
    -
    
    DTC Letter of RepresentationsExhibit C
    
    -
    
    Form of Assignment and Assumption Agreement




---



##### 



Trust
Supplement Company Trustee Basic Agreement
 W I T N E S S E T H
  Owned
Aircraft New Aircraft Applicable Aircraft
   Applicable Trust




---



##### 



2  Agreement
    
 The Certificates Applicable Certificates




---



##### 



3    ERISA Code




---



##### 



4    
 Definitions
 Agreement
 Airbus société par actions simplifiée
 Aircraft
 Aircraft Purchase Agreement
 Applicable Aircraft
 Applicable Certificate
 Applicable Certificateholder
 Applicable Closing Date
 Applicable Participation Agreement




---



##### 



5 Applicable Trust
 Assignment and Assumption Agreement
 Basic Agreement
 Business Day
 Certificate
 Certificate Buyout Event 60-Day Period
 Class
 Class A Liquidity Provider société anonyme
 Class B Liquidity Provider société anonyme
 Closing Notice
 Company




---



##### 



6 Controlling Party
 Cut-off Date
 Delivery Period Termination Date
 Deposit Agreement
 Depositary
 Deposits
 Distribution Date
 Escrow Agent
 Escrow Agreement
 Escrow Paying Agent
 Escrow Receipt
 Final Maturity Date
 Final Withdrawal
 Final Withdrawal Date
 Final Withdrawal Notice




---



##### 



7 Guarantee
 Indenture
 Intercreditor Agreement
 Investors
 New Aircraft
 Note Documents
 Notice of Purchase Withdrawal
 NPA
 Other Agreements
 Other Trustees




---



##### 



8 Other Trusts
 Owned Aircraft
 Participation Agreement
 Pool Balance
 Pool Factor
 Prospectus Supplement
 Ratings Confirmation
 Related Pass Through Trust Agreement
 Related Trust
 Related Trustee
 Scheduled Closing Date




---



##### 



9 Scheduled Payment provided however
 Special Payment
 Transfer Date
 Triggering Event
 Trust Property provided
 Trust Supplement
 Trustee
 Underwriters
 Underwriting Agreement




---



##### 



10 US Airways Bankruptcy Event
 
 Statements to Applicable Certificateholders




---



##### 



11  th
    Special Payments Account




---



##### 



12   Distributions from Special Payments Account pro rata




---



##### 



13    Limitation of Liability for Payments
 
 Purchase Rights of Certificateholders provided Section 4.01(a).




---



##### 



14   Amendment of Section 6.05 of the Basic Agreement
 
 Delivery of Documents; Delivery Dates
 Applicable Closing Date




---



##### 



15 Applicable Participation Agreement
  Withdrawal of Deposits Final Withdrawal Notice
 The Trustee




---



##### 



16   Representations and Warranties of the Trustee




---



##### 



17 provided however
 Trustee Liens
 
 Amendment of Section 5.02 of the Basic Agreement
 Supplemental Agreements Without Consent of Applicable Certificateholders
 Supplemental Agreements with Consent of Applicable Certificateholders




---



##### 



18 provided
 Consent of Holders of Certificates Issued under Other Trusts
 
 Termination of the Applicable Trust provided however
 Transfer
Date




---



##### 



19




---



##### 



20 th th
   
 Basic Agreement Ratified
 Section 8.02. GOVERNING LAW THE AGREEMENT AND, UNTIL THE TRANSFER DATE, THE APPLICABLE CERTIFICATES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. THIS SECTION 8.02 SUPERSEDES AND
REPLACES SECTION 12.05 OF THE BASIC AGREEMENT, WITH RESPECT TO THE APPLICABLE TRUST.




---



##### 



21 Execution in Counterparts
 Intention of Parties




---



##### 



22  US AIRWAYS, INC.By:
Name:
    
    /s/ Thomas T. Weir

Thomas T. WeirTitle:
    
    Vice President and TreasurerWILMINGTON TRUST COMPANY,
     as TrusteeBy:
Name:
    
    /s/ Robert P. Hines, Jr.

Robert P. Hines, Jr.Title:
    
    Assistant Vice President




---



##### 



EXHIBIT A
  
 DTC *
  
   
 Trust Trustee Basic Agreement
 
 *
    
    This legend to appear on Book-Entry Certificates to be deposited with the Depository Trust Company.




---



##### 



Company Trust Supplement Agreement Certificates Certificateholder Certificateholders Trust Property
  Regular Distribution Date




---



##### 



A-3     Transfer




---



##### 



A-4       ERISA Code




---



##### 



A-5    US AIRWAYS PASS THROUGH TRUST
2011-1C-OBy:
    
    WILMINGTON TRUST COMPANY,
as TrusteeBy:Name:Title:




---



##### 



WILMINGTON TRUST COMPANY,
      as TrusteeBy:Name:Title:




---



##### 



EXHIBIT B




---



##### 



EXHIBIT C
 
 Assignment
Agreement WTC Basic Agreement Trust Supplement Agreement Assignor New Supplement New Agreement Assignee
  Transfer Date Scheduled Documents
   Assignment Assigned Documents




---



##### 



Assumption Beneficiaries
 Effectiveness
 Payments
 Further Assurances
 Representations and Warranties




---



##### 



C-3    7. GOVERNING LAW . THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE.
 Counterparts
 Third Party Beneficiaries
 Notice




---



##### 



C-4  ASSIGNOR:WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly
provided herein, but solely as trustee
under the Pass Through Trust Agreement and
Trust Supplement in respect of the US
Airways Pass Through Trust 2011-1C-OBy:Name:Title:ASSIGNEE:WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly
provided herein, but solely as trustee
under the Pass Through Trust Agreement and
Trust Supplement in respect of the US
Airways Pass Through Trust 2011-1C-SBy:Name:Title:




---



##### 








---



#####