exv4w9






Exhibit 4.9




EXECUTION COPY




 





INTERCREDITOR AGREEMENT

(2011-1)




Dated as of June 28, 2011



AMONG



WILMINGTON TRUST COMPANY,

not in its individual capacity

but solely as Trustee under the

US Airways Pass Through Trust 2011-1A

and

US Airways Pass Through Trust 2011-1B



NATIXIS S.A., ACTING THROUGH ITS NEW YORK BRANCH,

as Class A Liquidity Provider

and

as Class B Liquidity Provider



AND



WILMINGTON TRUST COMPANY,

not in its individual capacity except

as expressly set forth herein but

solely as Subordination Agent and Trustee



 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS
	 	 	2	 
	SECTION 1.1. Definitions
	 	 	2	 
	SECTION 1.2. Applicability of Class C Certificates
	 	 	21	 
	 
	 	 	 	 
	ARTICLE II TRUST ACCOUNTS; CONTROLLING PARTY
	 	 	21	 
	SECTION 2.1. Agreement to Terms of Subordination; Payments from Monies Received Only
	 	 	21	 
	SECTION 2.2. Trust Accounts
	 	 	22	 
	SECTION 2.3. Deposits to the Collection Account and Special Payments Account

	 	 	23	 
	SECTION 2.4. Distributions of Special Payments
	 	 	23	 
	SECTION 2.5. Designated Representatives
	 	 	25	 
	SECTION 2.6. Controlling Party
	 	 	26	 
	 
	 	 	 	 
	ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED
	 	 	27	 
	SECTION 3.1. Written Notice of Distribution
	 	 	27	 
	SECTION 3.2. Distribution of Amounts on Deposit in the Collection Account
	 	 	29	 
	SECTION 3.3. Other Payments
	 	 	32	 
	SECTION 3.4. Payments to the Trustees and the Liquidity Providers
	 	 	32	 
	SECTION 3.5. Liquidity Facilities
	 	 	32	 
	 
	 	 	 	 
	ARTICLE IV EXERCISE OF REMEDIES
	 	 	39	 
	SECTION 4.1. Directions from the Controlling Party
	 	 	39	 
	SECTION 4.2. Remedies Cumulative
	 	 	41	 
	SECTION 4.3. Discontinuance of Proceedings
	 	 	41	 
	SECTION 4.4. Right of Certificateholders and the Liquidity Providers to Receive
Payments Not to Be Impaired
	 	 	41	 
	SECTION 4.5. Undertaking for Costs
	 	 	41	 
	 
	 	 	 	 
	ARTICLE V DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC.
	 	 	42	 
	SECTION 5.1. Notice of Indenture Default or Triggering Event
	 	 	42	 
	SECTION 5.2. Indemnification
	 	 	43	 
	SECTION 5.3. No Duties Except as Specified in this Intercreditor Agreement
	 	 	43	 
	SECTION 5.4. Notice from the Liquidity Providers and Trustees
	 	 	44	 
	 
	 	 	 	 
	ARTICLE VI THE SUBORDINATION AGENT
	 	 	44	 
	SECTION 6.1. Authorization; Acceptance of Trusts and Duties
	 	 	44	 
	SECTION 6.2. Absence of Duties
	 	 	44	 
	SECTION 6.3. No Representations or Warranties as to Documents
	 	 	44	 






i 









 






	 	 	 	 	 
	 	 	Page
	SECTION 6.4. No Segregation of Monies; No Interest
	 	 	44	 
	SECTION 6.5. Reliance; Agents; Advice of Counsel
	 	 	45	 
	SECTION 6.6. Capacity in Which Acting
	 	 	45	 
	SECTION 6.7. Compensation
	 	 	45	 
	SECTION 6.8. May Become Certificateholder
	 	 	45	 
	SECTION 6.9. Subordination Agent Required; Eligibility
	 	 	46	 
	SECTION 6.10. Money to Be Held in Trust
	 	 	46	 
	 
	 	 	 	 
	ARTICLE VII INDEMNIFICATION OF SUBORDINATION AGENT
	 	 	46	 
	SECTION 7.1. Scope of Indemnification
	 	 	46	 
	 
	 	 	 	 
	ARTICLE VIII SUCCESSOR SUBORDINATION AGENT
	 	 	46	 
	SECTION 8.1. Replacement of Subordination Agent; Appointment of Successor
	 	 	46	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTS AND AMENDMENTS
	 	 	47	 
	SECTION 9.1. Amendments, Waivers, Possible Future Issuance of Class C Certificates, etc.
	 	 	48	 
	SECTION 9.2. Subordination Agent Protected
	 	 	51	 
	SECTION 9.3. Effect of Supplemental Agreements
	 	 	51	 
	SECTION 9.4. Notice to Rating Agencies
	 	 	51	 
	 
	 	 	 	 
	ARTICLE X MISCELLANEOUS
	 	 	52	 
	SECTION 10.1. Termination of Intercreditor Agreement
	 	 	52	 
	SECTION 10.2. Intercreditor Agreement for Benefit of Trustees, Liquidity Providers
and Subordination Agent
	 	 	52	 
	SECTION 10.3. Notices
	 	 	52	 
	SECTION 10.4. Severability
	 	 	53	 
	SECTION 10.5. No Oral Modifications or Continuing Waivers
	 	 	53	 
	SECTION 10.6. Successors and Assigns
	 	 	53	 
	SECTION 10.7. Headings
	 	 	54	 
	SECTION 10.8. Counterpart Form
	 	 	54	 
	SECTION 10.9. Subordination
	 	 	54	 
	SECTION 10.10. Governing Law
	 	 	55	 
	SECTION 10.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity
	 	 	55	 






ii 









 





INTERCREDITOR AGREEMENT




          INTERCREDITOR AGREEMENT (this “Agreement”) dated as of June 28, 2011, among WILMINGTON
TRUST COMPANY, a Delaware banking corporation (“WTC”), not in its individual capacity but
solely as Trustee of each Trust (each as defined below); NATIXIS S.A., a Société Anonyme, organized
under the laws of the Republic of France, acting through its New York Branch, as Class A Liquidity
Provider and Class B Liquidity Provider; and WILMINGTON TRUST COMPANY, not in its individual
capacity except as expressly set forth herein, but solely as Subordination Agent and trustee
hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof,
the “Subordination Agent”).




          WHEREAS, all capitalized terms used herein shall have the respective meanings referred to in
Article I hereof;




          WHEREAS, pursuant to each Trust Indenture, US Airways will issue on a recourse basis up to
(and including) two series of Equipment Notes to finance or refinance, as the case may be, the
related Aircraft;




          WHEREAS, pursuant to the Financing Agreements, each Trust will acquire Equipment Notes having
an interest rate equal to the Stated Interest Rate applicable to the Certificates to be issued by
such Trust;




          WHEREAS, pursuant to each Trust Agreement, the Trust created thereby proposes to issue a
single class of Certificates (a “Class”) having the interest rate and the final
distribution date described in such Trust Agreement on the terms and subject to the conditions set
forth therein;




          WHEREAS, pursuant to the Underwriting Agreement, the Underwriters propose to purchase the
Class A Certificates issued by the Class A Trust and the Class B Certificates issued by the Class B
Trust in the aggregate face amount set forth opposite the name of such Trust on Schedule I thereto
on the terms and subject to the conditions set forth therein;




          WHEREAS, the Class A Liquidity Provider proposes to enter into a revolving credit agreement
relating to the Class A Certificates and the Class B Liquidity Provider proposes to enter into a
revolving credit agreement relating to the Class B Certificates, in each case with the
Subordination Agent, as agent for the Trustee of the applicable Trust, respectively, for the
benefit of the Certificateholders of such Trust; and




          WHEREAS, it is a condition precedent to the obligations of the Underwriters under the
Underwriting Agreement that the Subordination Agent, the Trustees and the Liquidity Providers agree
to the terms of subordination set forth in this Agreement in respect of each Class of Certificates,
and the Subordination Agent, the Trustees and the Liquidity Providers, by entering into this
Agreement, hereby acknowledge and agree to such terms of subordination and the other provisions of
this Agreement.




          NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:








 









 








ARTICLE I




DEFINITIONS



          SECTION 1.1. Definitions. For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:





     (1) the terms used herein that are defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the singular;




     (2) all references in this Agreement to designated “Articles”, “Sections” and other
subdivisions are to the designated Articles, Sections and other subdivisions of this
Agreement;




     (3) the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Agreement as a whole and not to any particular Article, Section or other
subdivision; and




     (4) the term “including” means “including without limitation”.



          “Acceleration” means, with respect to the amounts payable in respect of the Equipment
Notes issued under any Trust Indenture, such amounts becoming immediately due and payable by
declaration or otherwise. “Accelerate”, “Accelerated” and “Accelerating”
have meanings correlative to the foregoing.




          “Actual Disposition Event” means, in respect of any Equipment Note: (i) the
disposition of the Aircraft securing such Equipment Note, (ii) the occurrence of the mandatory
redemption date for such Equipment Note following an Event of Loss (as defined in such Trust
Indenture) with respect to the Aircraft which secured such Equipment Note or (iii) the sale of such
Equipment Note.




          “Administration Expenses” has the meaning specified in clause “first” of Section 3.2.




          “Advance”, with respect to any Liquidity Facility, means any Advance as defined in
such Liquidity Facility.




          “Affiliate” means, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with such Person. For the purposes of this
definition, “control” means the power, directly or indirectly, to direct or cause the direction of
the management and policies of such Person whether through the ownership of voting securities or by
contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to
the foregoing.




          “Aircraft” means, with respect to each Trust Indenture, the “Aircraft” referred to
therein.




          “Appraisal” has the meaning specified in Section 4.1(a)(iv).







2









 








          “Appraised Current Market Value” of any Aircraft means the lower of the average and
the median of the three most recent Post-Default Appraisals of such Aircraft.




          “Appraisers” means Aircraft Information Services, Inc., BK Associates, Inc. and Morten
Beyer and Agnew, Inc. or, so long as the Person entitled or required hereunder to select such
Appraiser acts reasonably, any other nationally recognized appraiser reasonably satisfactory to the
Subordination Agent and the Controlling Party.




          “Assignment and Assumption Agreements” means each of the Assignment and Assumption
Agreements to be executed between a Trustee and trustee of the relevant Successor Trust in
accordance with the relevant Trust Agreement, as the same may be amended, modified or supplemented
from time to time.




          “Available Amount” means, with respect to any Liquidity Facility on any date, the
Maximum Available Commitment (as defined therein) on such date.




          “Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. Sections 101 et
seq.




          “Basic Agreement” means the Pass Through Trust Agreement dated as of December 21, 2010
between US Airways and WTC, not in its individual capacity, except as otherwise expressly provided
therein, but solely as trustee.




          “Business Day” means any day other than a Saturday or Sunday or a day on which
commercial banks are required or authorized to close in Phoenix, Arizona, New York, New York or, so
long as any Certificate is outstanding, the city and state in which any Trustee, the Subordination
Agent or any Indenture Trustee maintains its Corporate Trust Office and that, solely with respect
to the making and repayment of Advances under any Liquidity Facility, also is a “Business Day” or
“LIBOR Business Day,” as applicable, as each such term is defined in such Liquidity Facility.




          “Cash Collateral Account” means the Class A Cash Collateral Account or the Class B
Cash Collateral Account, as applicable.




          “Certificate” means a Class A Certificate, a Class B Certificate or a Class C
Certificate, as applicable.




          “Certificateholder” means any holder of one or more Certificates.




          “Class” has the meaning assigned to such term in the preliminary statements to this
Agreement.




          “Class A Cash Collateral Account” means an Eligible Deposit Account in the name of the
Subordination Agent maintained at an Eligible Institution, which shall be the Subordination Agent
if it shall so qualify, into which all amounts drawn under the Class A Liquidity Facility pursuant
to Section 3.5(c), 3.5(d), 3.5(i) or 3.5(m) shall be deposited.







3









 








          “Class A Certificateholder” means, at any time, any holder of one or more Class A
Certificates.




          “Class A Certificates” means the certificates issued by the Class A Trust,
substantially in the form of Exhibit A to the Class A Trust Agreement, and authenticated by the
Class A Trustee, representing fractional undivided interests in the Class A Trust, and any
certificates issued in exchange therefor or replacement thereof pursuant to the terms of the Class
A Trust Agreement.




          “Class A Liquidity Facility” means, initially, the Revolving Credit Agreement dated as
of the date hereof, between the Subordination Agent, as agent and trustee for the Class A Trust,
and the initial Class A Liquidity Provider, and from and after the replacement of such Revolving
Credit Agreement pursuant hereto, the Replacement Liquidity Facility therefor, if any, in each case
as amended, supplemented or otherwise modified from time to time in accordance with its terms.




          “Class A Liquidity Provider” means Natixis S.A., a Société Anonyme, organized under
the laws of the Republic of France, acting through its New York Branch or, if applicable, any
Replacement Liquidity Provider which has issued a Replacement Liquidity Facility to replace any
Class A Liquidity Facility pursuant to Section 3.5(e).




          “Class A Trust” means (i) prior to the Transfer, the US Airways Pass Through Trust
2011-1A-O created and administered pursuant to the Class A Trust Agreement and (ii) after the
Transfer, the US Airways Pass Through Trust 2011-1A-S created and administered pursuant to the
Class A Trust Agreement.




          “Class A Trust Agreement” means (i) prior to the Transfer, the Basic Agreement, as
supplemented by the Supplement No. 2011-1A-O thereto dated as of the date hereof, governing the
creation and administration of the US Airways Pass Through Trust 2011-1A-O (the “Original Class
A Trust”) and the issuance of the Class A Certificates, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms, and (ii) after
the Transfer, the Basic Agreement, as supplemented by the Supplement No. 2011-1A-S thereto,
governing the creation and administration of the US Airways Pass Through Trust 2011-1A-S (the
“Successor Class A Trust”) and the issuance of the Class A Certificates, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with its terms.




          “Class A Trustee” means WTC, not in its individual capacity except as expressly set
forth in the Class A Trust Agreement, but solely as trustee under the Class A Trust Agreement,
together with any successor trustee appointed pursuant thereto.




          “Class B Adjusted Interest” means, as of any Current Distribution Date: (I) any
interest described in clause (II) of this definition accruing prior to the immediately preceding
Distribution Date which remains unpaid and (II) interest at the Stated Interest Rate for the Class
B Certificates (A) for the number of days during the period commencing on, and including, the
immediately preceding Distribution Date (or, if the Current Distribution Date is the first
Distribution Date, the Closing Date) and ending on, but excluding the Current Distribution Date,






4









 







on the Preferred B Pool Balance on such Current Distribution Date and (B) on the principal
amount calculated pursuant to clauses (B)(i), (ii), (iii) and (iv) of the definition of Preferred B
Pool Balance for each Series B Equipment Note with respect to which a disposition, distribution,
sale or Deemed Disposition Event has occurred since the immediately preceding Distribution Date
(but only if no such event has previously occurred with respect to such Series B Equipment Note),
for each day during the period, for each such Series B Equipment Note, commencing on, and
including, the immediately preceding Distribution Date (or, if the Current Distribution Date is the
first Distribution Date, the Closing Date) and ending on, but excluding the date of disposition,
distribution, sale or Deemed Disposition Event with respect to such Series B Equipment Note,
Aircraft or Collateral, as the case may be.




          “Class B Cash Collateral Account” means an Eligible Deposit Account in the name of the
Subordination Agent maintained at an Eligible Institution, which shall be the Subordination Agent
if it shall so qualify, into which all amounts drawn under the Class B Liquidity Facility pursuant
to Section 3.5(c), 3.5(d), 3.5(i) or 3.5(m) shall be deposited.




          “Class B Certificateholder” means, at any time, any holder of one or more Class B
Certificates.




          “Class B Certificates” means the certificates issued by the Class B Trust,
substantially in the form of Exhibit A to the Class B Trust Agreement, and authenticated by the
Class B Trustee, representing fractional undivided interests in the Class B Trust, and any
certificates issued in exchange therefor or replacement thereof pursuant to the terms of the Class
B Trust Agreement.




          “Class B Liquidity Facility” means, initially, the Revolving Credit Agreement dated as
of the date hereof, between the Subordination Agent, as agent and trustee for the Class B Trust,
and the initial Class B Liquidity Provider, and from and after the replacement of such Revolving
Credit Agreement pursuant hereto, the Replacement Liquidity Facility therefor, if any, in each case
as amended, supplemented or otherwise modified from time to time in accordance with its terms.




          “Class B Liquidity Provider” means Natixis S.A., a Société Anonyme, organized under
the laws of the Republic of France, acting through its New York Branch or, if applicable, any
Replacement Liquidity Provider which has issued a Replacement Liquidity Facility to replace any
Class B Liquidity Facility pursuant to Section 3.5(e).




          “Class B Trust” means (i) prior to the Transfer, the US Airways Pass Through Trust
2011-1B-O created and administered pursuant to the Class B Trust Agreement and (ii) after the
Transfer, the US Airways Pass Through Trust 2011-1B-S created and administered pursuant to the
Class B Trust Agreement.




          “Class B Trust Agreement” means (i) prior to the Transfer, the Basic Agreement, as
supplemented by the Supplement No. 2011-1B-O thereto dated as of the date hereof, governing the
creation and administration of the US Airways Pass Through Trust 2011-1B-O (the “Original Class
B Trust”) and the issuance of the Class B Certificates, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms,






5









 







and (ii) after the Transfer, the Basic Agreement, as supplemented by the Supplement No.
2011-1B-S thereto, governing the creation and administration of the US Airways Pass Through Trust
2011-1B-S (the “Successor Class B Trust”) and the issuance of the Class B Certificates, as
the same may be amended, supplemented or otherwise modified from time to time in accordance with
its terms.




          “Class B Trustee” means WTC, not in its individual capacity except as expressly set
forth in the Class B Trust Agreement, but solely as trustee under the Class B Trust Agreement,
together with any successor trustee appointed pursuant thereto.




          “Class C Adjusted Interest” means, as of any Current Distribution Date: (I) any
interest described in clause (II) of this definition accruing prior to the immediately preceding
Distribution Date which remains unpaid and (II) interest at the Stated Interest Rate for the Class
C Certificates (A) for the number of days during the period commencing on, and including, the
immediately preceding Distribution Date (or, if the Current Distribution Date is the first
Distribution Date, the Closing Date) and ending on, but excluding the Current Distribution Date, on
the Preferred C Pool Balance on such Current Distribution Date and (B) on the principal amount
calculated pursuant to clauses (B)(i), (ii), (iii) and (iv) of the definition of Preferred C Pool
Balance for each Series C Equipment Note with respect to which a disposition, distribution, sale or
Deemed Disposition Event has occurred since the immediately preceding Distribution Date (but only
if no such event has previously occurred with respect to such Series C Equipment Note), for each
day during the period, for each such Series C Equipment Note, commencing on, and including, the
immediately preceding Distribution Date (or, if the Current Distribution Date is the first
Distribution Date, the Closing Date) and ending on, but excluding the date of disposition,
distribution, sale or Deemed Disposition Event with respect to such Series C Equipment Note,
Aircraft or Collateral, as the case may be.




          “Class C Certificateholder” means, at any time, any holder of one or more Class C
Certificates.




          “Class C Certificates” means the certificates issued by the Class C Trust,
substantially in the form of Exhibit A to the Class C Trust Agreement, and authenticated by the
Class C Trustee, representing fractional undivided interests in the Class C Trust, and any
certificates issued in exchange therefor or replacement thereof pursuant to the terms of the Class
C Trust Agreement.




          “Class C Trust” means (i) prior to the Transfer, the US Airways Pass Through Trust
2011-1C-O created and administered pursuant to the Class C Trust Agreement and (ii) after the
Transfer, the US Airways Pass Through Trust 2011-1C-S created and administered pursuant to the
Class C Trust Agreement.




          “Class C Trust Agreement” means (i) prior to the Transfer, the Basic Agreement, as
supplemented by the Supplement No. 2011-1C-O thereto, governing the creation and administration of
the US Airways Pass Through Trust 2011-1C-O (the “Original Class C Trust”) and the issuance
of the Class C Certificates, as the same may be amended, supplemented or otherwise modified from
time to time in accordance with its terms, and (ii) after the Transfer, the Basic Agreement, as
supplemented by the Supplement No. 2011-1C-S thereto, governing the






6









 







creation and administration of the US Airways Pass Through Trust 2011-1C-S (the “Successor
Class C Trust”) and the issuance of the Class C Certificates, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms.




          “Class C Trustee” means WTC, not in its individual capacity except as expressly set
forth in the Class C Trust Agreement, but solely as trustee under the Class C Trust Agreement,
together with any successor trustee appointed pursuant thereto.




          “Closing Date” means June 28, 2011.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
Treasury Regulations promulgated thereunder.




          “Collateral” has the meaning specified in the Trust Indentures.




          “Collection Account” means the Eligible Deposit Account established by the
Subordination Agent pursuant to Section 2.2(a)(i) which the Subordination Agent shall make deposits
in and withdrawals from in accordance with this Agreement.




          “Controlling Party” means the Person entitled to act as such pursuant to the terms of
Section 2.6.




          “Corporate Trust Office” means, with respect to any Trustee, the Subordination Agent
or any Indenture Trustee, the office of such Person in the city at which, at any particular time,
its corporate trust business shall be principally administered.




          “Current Distribution Date” means a Distribution Date specified as a reference date
for calculating the Expected Distributions with respect to the Certificates of any Trust as of such
Distribution Date.




          “Deemed Disposition Event” means, in respect of any Equipment Note, the continuation
of an Indenture Default in respect of such Equipment Note without an Actual Disposition Event
occurring in respect of such Equipment Note for a period of five years from the date of the
occurrence of such Indenture Default.




          “Delivery Period Expiry Date” means the earlier of (a) December 15, 2011 and (b) the
date on which the Equipment Notes with respect to all Aircraft (as defined in the Note Purchase
Agreement) (including any Substitute Aircraft in lieu of the New Aircraft (as defined in the Note
Purchase Agreement)) have been purchased by the Trusts in accordance with the Note Purchase
Agreement.




          “Deposit Agreement” means, with respect to any Class of Certificates, the Deposit
Agreement pertaining to such Class, dated as of the date hereof, between the Escrow Agent and the
Depositary, as the same may be amended, modified or supplemented from time to time in accordance
with the terms thereof.




          “Depositary” means The Bank of New York Mellon, as depositary under each Deposit
Agreement.







7









 








          “Deposits”, with respect to any Class of Certificates, has the meaning set forth in
the Deposit Agreement pertaining to such Class.




          “Designated Representatives” means the Subordination Agent Representatives, the
Trustee Representatives and the Provider Representatives identified under Section 2.5.




          “Distribution Date” means a Regular Distribution Date or a Special Distribution Date.




          “Dollars” or “$” means United States dollars.




          “Downgrade Drawing” has the meaning specified in Section 3.5(c).




          “Downgrade Event” means, with respect to any Liquidity Facility, a downgrading of such
Liquidity Provider’s short-term unsecured debt rating or short-term issuer credit rating, as the
case may be, of the Liquidity Provider thereunder then issued by either Rating Agency below the
applicable Threshold Rating, unless each Rating Agency shall have confirmed in writing on or prior
to the date of any downgrading of the Liquidity Provider thereunder that such downgrading will not
result in the downgrading, withdrawal or suspension of the ratings of the related Class of
Certificates, in which case such downgrading of such short-term unsecured debt rating or short-term
issuer credit rating, as the case may be, shall not constitute a Downgrade Event.




          “Downgraded Facility” has the meaning specified in Section 3.5(c).




          “Drawing” means an Interest Drawing, a Final Drawing, a Special Termination Drawing, a
Non-Extension Drawing or a Downgrade Drawing, as the case may be.




          “Eligible Deposit Account” means either (a) a segregated account with an Eligible
Institution or (b) a segregated trust account with the corporate trust department of a depository
institution organized under the laws of the United States of America or any one of the states
thereof or the District of Columbia (or any U.S. branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long as any of the securities
of such depository institution has a long-term unsecured debt rating of at least A3 from Moody’s
and a long-term issuer credit rating of at least A- from Standard & Poor’s. An Eligible Deposit
Account may be maintained with a Liquidity Provider so long as such Liquidity Provider is an
Eligible Institution; provided that such Liquidity Provider shall have waived all rights of
set-off and counterclaim with respect to such account.




          “Eligible Institution” means (a) the corporate trust department of the Subordination
Agent or any Trustee, as applicable, or (b) a depository institution organized under the laws of
the United States of America or any one of the states thereof or the District of Columbia (or any
U.S. branch of a foreign bank), which has a long-term unsecured debt rating or issuer credit
rating, as the case may be, from each Rating Agency of at least A-3 or its equivalent.




          “Eligible Investments” means (a) investments in obligations of, or guaranteed by, the
United States government having maturities no later than 90 days following the date of such






8









 







investment, (b) investments in open market commercial paper of any corporation incorporated
under the laws of the United States of America or any state thereof with a short-term unsecured
debt rating issued by Moody’s of at least P-1 and a short-term issuer credit rating issued by
Standard & Poor’s of at least A-1 having maturities no later than 90 days following the date of
such investment or (c) investments in negotiable certificates of deposit, time deposits, banker’s
acceptances, commercial paper or other direct obligations of, or obligations guaranteed by,
commercial banks organized under the laws of the United States or of any political subdivision
thereof (or any U.S. branch of a foreign bank) with a short-term unsecured debt rating by Moody’s
of at least P-1 and a short-term issuer credit rating by Standard & Poor’s of at least A-1, having
maturities no later than 90 days following the date of such investment; provided,
however, that (x) all Eligible Investments that are bank obligations shall be denominated
in Dollars; and (y) the aggregate amount of Eligible Investments at any one time that are bank
obligations issued by any one bank shall not be in excess of 5% of such bank’s capital surplus;
provided further that any investment of the types described in clauses (a), (b) and
(c) above may be made through a repurchase agreement in commercially reasonable form with a bank or
other financial institution qualifying as an Eligible Institution so long as such investment is
held by a third party custodian also qualifying as an Eligible Institution; provided
further, however, that in the case of any Eligible Investment issued by a domestic
branch of a foreign bank, the income from such investment shall be from sources within the United
States for purposes of the Code. Notwithstanding the foregoing, no investment of the types
described in clause (b) above which is issued or guaranteed by US Airways or any of its Affiliates,
and no investment in the obligations of any one bank in excess of $10,000,000, shall be an Eligible
Investment unless a Ratings Confirmation shall have been received with respect to the making of
such investment.




          “Equipment Note Special Payment” means a Special Payment on account of the redemption,
purchase or prepayment of all of the Equipment Notes issued pursuant to a Trust Indenture.




          “Equipment Notes” means, at any time, the Series A Equipment Notes, the Series B
Equipment Notes and the Series C Equipment Notes, collectively, and in each case, any Equipment
Notes issued in exchange therefor or replacement thereof pursuant to the terms of the Trust
Indentures.




          “Escrow Agent” means Wells Fargo Bank Northwest, National Association, as escrow agent
under each Escrow and Paying Agent Agreement, together with its successors in such capacity.




          “Escrow and Paying Agent Agreement” means, with respect to each Class of Certificates,
the Escrow and Paying Agent Agreement pertaining to such Class dated as of the date hereof between
the Escrow Agent, the Underwriters, the Trustee for such Class and the Paying Agent, as the same
may be amended, modified or supplemented from time to time in accordance with the terms thereof.




          “Expected Distributions” means, with respect to the Certificates of any Trust on any
Current Distribution Date, the difference between (A) the Pool Balance of such Certificates as of
the immediately preceding Distribution Date (or, if the Current Distribution Date is the first
Distribution Date, the original aggregate face amount of the Certificates of such Trust) and






9









 







(B) the Pool Balance of such Certificates as of the Current Distribution Date calculated on the
basis that (i) the principal of the Non-Performing Equipment Notes held in such Trust has been paid
in full and such payments have been distributed to the holders of such Certificates, (ii) the
principal of the Performing Equipment Notes held in such Trust has been paid when due (without
giving effect to any Acceleration of Performing Equipment Notes) and such payments have been
distributed to the holders of such Certificates and (iii) the principal of any Equipment Notes
formerly held in such Trust that have been sold pursuant to the terms hereof has been paid in full
and such payments have been distributed to the holders of such Certificates, but without giving
effect to any reduction in the Pool Balance as a result of any distribution attributable to
Deposits occurring after the immediately preceding Distribution Date (or, if the Current
Distribution Date is the first Distribution Date, occurring after the initial issuance of the
Certificates of such Trust). For purposes of calculating Expected Distributions with respect to
the Certificates of any Trust, any Premium paid on the Equipment Notes held in such Trust which has
not been distributed to the Certificateholders of such Trust (other than such Premium or a portion
thereof applied to the payment of interest on the Certificates of such Trust or the reduction of
the Pool Balance of such Trust) shall be added to the amount of such Expected Distributions.




          “Expiry Date”, with respect to any Liquidity Facility, has the meaning set forth in
such Liquidity Facility.




          “Facility Office” means, with respect to any Liquidity Facility, the office of the
Liquidity Provider thereunder, presently located in New York, New York, or such other office as
such Liquidity Provider from time to time shall notify the applicable Trustee as its “Facility
Office” under any such Liquidity Facility; provided that such Liquidity Provider shall not
change its Facility Office to another Facility Office outside the United States of America except
in accordance with Section 3.01, 3.02 or 3.03 of any such Liquidity Facility.




          “Fee Letters” means, collectively, (i) the Fee Letter dated as of the date hereof
among Natixis S.A., acting through its New York Branch, the Subordination Agent and US Airways with
respect to the initial Liquidity Facilities and (ii) any fee letter entered into among the
Subordination Agent, any Replacement Liquidity Provider and US Airways in respect of either or both
of such Liquidity Facilities.




          “Final Distributions” means, with respect to the Certificates of any Trust on any
Distribution Date, the sum of (x) the aggregate amount of all accrued and unpaid interest on such
Certificates (excluding interest, if any, payable with respect to the Deposits relating to such
Trust) and (y) the Pool Balance of such Certificates as of the immediately preceding Distribution
Date (less the amount of the Deposits for such Class of Certificates as of such preceding
Distribution Date other than any portion of such Deposits thereafter used to acquire Equipment
Notes pursuant to the Note Purchase Agreement). For purposes of calculating Final Distributions
with respect to the Certificates of any Trust, any Premium paid on the Equipment Notes held in such
Trust which has not been distributed to the Certificateholders of such Trust (other than such
Premium or a portion thereof applied to the payment of interest on the Certificates of such Trust
or the reduction of the Pool Balance of such Trust) shall be added to the amount of such Final
Distributions.





10









 








          “Final Drawing” has the meaning specified in Section 3.5(i).




          “Final Legal Distribution Date” means (i) with respect to the Class A Certificates,
April 22, 2025 and (ii) with respect to the Class B Certificates, April 22, 2020.




          “Financing Agreement” means each of the Participation Agreements, the Trust Indentures
and the Note Purchase Agreement.




          “Indenture Default” means, with respect to any Trust Indenture, any Event of Default
(as such term is defined in such Trust Indenture) thereunder.




          “Indenture Trustee” means, with respect to any Trust Indenture, the indenture trustee
thereunder.




          “Interest Drawing” has the meaning specified in Section 3.5(a).




          “Interest Payment Date” means, with respect to any Liquidity Facility, each date on
which interest is due and payable under such Liquidity Facility on a Downgrade Drawing,
Non-Extension Drawing, a Special Termination Drawing or Final Drawing thereunder, other than any
such date on which interest is due and payable under such Liquidity Facility only on an Applied
Provider Advance or Applied Special Termination Advance (as such terms are defined in such
Liquidity Facility).




          “Interest Period” has the meaning specified in the Trust Indentures.




          “Investment Earnings” means investment earnings on funds on deposit in the Trust
Accounts net of losses and investment expenses of the Subordination Agent in making such
investments.




          “Lien” means any mortgage, pledge, lien, charge, claim, disposition of title,
encumbrance, lease, sublease, sub-sublease or security interest of any kind, including, without
limitation, any thereof arising under any conditional sales or other title retention agreement.




          “Liquidity Event of Default”, with respect to any Liquidity Facility, has the meaning
assigned to such term in such Liquidity Facility.




          “Liquidity Expenses” means all Liquidity Obligations other than (i) the principal
amount of any Drawings under the Liquidity Facilities and (ii) any interest accrued on any
Liquidity Obligations.




          “Liquidity Facility” means, at any time, the Class A Liquidity Facility or the Class B
Liquidity Facility, as applicable.




          “Liquidity Obligations” means all principal, interest, fees and other amounts owing to
the Liquidity Providers under the Liquidity Facilities, Section 8.1 of the Participation Agreements
or the Fee Letters.




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          “Liquidity Provider” means, at any time, the Class A Liquidity Provider or the Class B
Liquidity Provider, as applicable.




          “Minimum Sale Price” means, with respect to any Aircraft or the Equipment Notes issued
in respect of such Aircraft, at any time, in the case of the sale of an Aircraft, 75%, or in the
case of the sale of related Equipment Notes, 85%, of the Appraised Current Market Value of such
Aircraft.




          “Moody’s” means Moody’s Investors Service, Inc.




          “Non-Controlling Party” means, at any time, any Trustee, Liquidity Provider or other
Person which is not the Controlling Party at such time.




          “Non-Extended Facility” has the meaning specified in Section 3.5(d).




          “Non-Extension Drawing” has the meaning specified in Section 3.5(d).




          “Non-Performing Equipment Note” means an Equipment Note issued pursuant to a Trust
Indenture that is not a Performing Equipment Note.




          “Note Purchase Agreement” means the Note Purchase Agreement, dated as of the date
hereof, among US Airways, each Trustee, the Escrow Agent, the Subordination Agent and the Paying
Agent, as amended, supplemented or otherwise modified from time to time in accordance with its
terms.




          “Operative Agreements” means this Agreement, the Liquidity Facilities, the Trust
Agreements, the Underwriting Agreement, the Financing Agreements, the Fee Letters, the Equipment
Notes and the Certificates, together with all exhibits and schedules included with any of the
foregoing.




          “Original Class A Trust” has the meaning assigned to such term in the definition of
“Class A Trust Agreement”.




          “Original Class B Trust” has the meaning assigned to such term in the definition of
“Class B Trust Agreement”.




          “Original Class C Trust” has the meaning assigned to such term in the definition of
“Class C Trust Agreement”.




          “Outstanding” means, when used with respect to each Class of Certificates, as of the
date of determination, all Certificates of such Class theretofore authenticated and delivered under
the related Trust Agreement, except:





     (i) Certificates of such Class theretofore canceled by the Registrar (as defined in
such Trust Agreement) or delivered to the Trustee thereunder or such Registrar for
cancellation;



12









 






     (ii) Certificates of such Class for which money in the full amount required to make the
Final Distribution with respect to such Certificates pursuant to Section 11.01 of such Trust
Agreement has been theretofore deposited with the related Trustee in trust for the holders
of such Certificates as provided in Section 4.01 of such Trust Agreement
pending distribution of such money to such Certificateholders pursuant to such Final
Distribution payment; and




     (iii) Certificates of such Class in exchange for or in lieu of which other Certificates
have been authenticated and delivered pursuant to such Trust Agreement;


provided, however, that in determining whether the holders of the requisite
Outstanding amount of such Certificates have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, any Certificates owned by US Airways or any of its Affiliates
shall be disregarded and deemed not to be Outstanding, except that, in determining whether such
Trustee shall be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Certificates that such Trustee knows to be so owned shall be so
disregarded. Certificates so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the applicable Trustee the pledgee’s
right so to act with respect to such Certificates and that the pledgee is not US Airways or any of
its Affiliates.




          “Overdue Scheduled Payment” means any Scheduled Payment which is not in fact received
by the Subordination Agent within five days after the Scheduled Payment Date relating thereto.




          “Participation Agreement” means, with respect to each Trust Indenture, the
“Participation Agreement” referred to therein.




          “Payee” has the meaning specified in Section 2.4(c).




          “Paying Agent” means WTC, as paying agent under each Escrow and Paying Agent
Agreement, together with its successors in such capacity.




          “Paying Agent Account” has the meaning assigned to such term in the Escrow and Paying
Agent Agreements.




          “Performing Equipment Note” means an Equipment Note with respect to which no payment
default has occurred and is continuing (without giving effect to any Acceleration);
provided that in the event of a bankruptcy proceeding under the Bankruptcy Code in which US
Airways is a debtor any payment default existing during the 60-Day Period (or such longer period as
may apply under Section 1110(b) of the Bankruptcy Code or as may apply for the cure of such payment
default under Section 1110(a)(2)(B) of the Bankruptcy Code) shall not be taken into consideration
until the expiration of the applicable period.




          “Performing Note Deficiency” means any time that less than 65% of the then aggregate
outstanding principal amount of all Equipment Notes are Performing Equipment Notes.




13









 








          “Person” means any individual, corporation, partnership, joint venture, association,
limited liability company, joint-stock company, trust, trustee, unincorporated organization or
government or any agency or political subdivision thereof.




          “Pool Balance” means, with respect to each Trust or the Certificates issued by any
Trust, as of any date, (i) the original aggregate face amount of the Certificates of such Trust
less (ii) the aggregate amount of all payments made as of such date in respect of the
Certificates of such Trust or in respect of Deposits relating to such Trust other than payments
made in respect of interest or Premium thereon or reimbursement of any costs and expenses in
connection therewith. The Pool Balance for each Trust or for the Certificates issued by any Trust
as of any date shall be computed after giving effect to any special distribution with respect to
unused Deposits, if any, payment of principal of the Equipment Notes or payment with respect to
other Trust Property held in such Trust and the distribution thereof to be made on that date.




          “Post-Default Appraisals” has the meaning specified in Section 4.1(a)(iv).




          “Preferred B Pool Balance” means, as of any date, the excess of (A) the Pool Balance
of the Class B Certificates as of the immediately preceding Distribution Date (or, if such date is
on or before the first Distribution Date, the original aggregate face amount of the Class B
Certificates) (after giving effect to distributions made on such date) over (B) the sum of (i) the
outstanding principal amount of each Series B Equipment Note that remains unpaid as of such date
subsequent to the disposition of the Collateral under the Trust Indenture pursuant to which such
Series B Equipment Note was issued and after giving effect to any distributions of the proceeds of
such disposition applied under such Trust Indenture to the payment of each such Series B Equipment
Note, (ii) the outstanding principal amount of each Series B Equipment Note that remains unpaid as
of such date subsequent to the scheduled date of mandatory redemption of such Series B Equipment
Note following an Event of Loss (as defined in such Trust Indenture) with respect to the Aircraft
which secured such Series B Equipment Note and after giving effect to the distributions of any
proceeds in respect of such Event of Loss applied under such Trust Indenture to the payment of each
such Series B Equipment Note, (iii) the excess, if any, of (x) the outstanding amount of principal
and interest as of the date of sale of each Series B Equipment Note previously sold over (y) the
purchase price received with respect to the sale of such Series B Equipment Note (net of any
applicable costs and expenses of sale) and (iv) the outstanding principal amount of any Series B
Equipment Note with respect to which a Deemed Disposition Event has occurred; provided,
however, that if more than one of the clauses (i), (ii), (iii) and (iv) is applicable to
any one Series B Equipment Note, only the amount determined pursuant to the clause that first
became applicable shall be counted with respect to such Series B Equipment Note.




          “Preferred C Pool Balance” means, as of any date, the excess of (A) the Pool Balance
of the Class C Certificates as of the immediately preceding Distribution Date (or, if such date is
on or before the first Distribution Date, the original aggregate face amount of the Class C
Certificates) (after giving effect to distributions made on such date) over (B) the sum of (i) the
outstanding principal amount of each Series C Equipment Note that remains unpaid as of such date
subsequent to the disposition of the Collateral under the Trust Indenture pursuant to which such
Series C Equipment Note was issued and after giving effect to any distributions of the proceeds of
such disposition applied under such Trust Indenture to the payment of each such




14









 







Series C Equipment
Note, (ii) the outstanding principal amount of each Series C Equipment Note that remains unpaid as
of such date subsequent to the scheduled date of mandatory redemption of such Series C Equipment
Note following an Event of Loss (as defined in such Trust Indenture) with respect to the Aircraft
which secured such Series C Equipment Note and after giving effect
to the distributions of any proceeds in respect of such Event of Loss applied under such Trust
Indenture to the payment of each such Series C Equipment Note, (iii) the excess, if any, of (x) the
outstanding amount of principal and interest as of the date of sale of each Series C Equipment Note
previously sold over (y) the purchase price received with respect to the sale of such Series C
Equipment Note (net of any applicable costs and expenses of sale) and (iv) the outstanding
principal amount of any Series C Equipment Note with respect to which a Deemed Disposition Event
has occurred; provided, however, that if more than one of the clauses (i), (ii),
(iii) and (iv) is applicable to any one Series C Equipment Note, only the amount determined
pursuant to the clause that first became applicable shall be counted with respect to such Series C
Equipment Note.




          “Premium” means any “Make-Whole Amount” as such term is defined in any Trust
Indenture.




          “Proceeding” means any suit in equity, action at law or other judicial or
administrative proceeding.




          “Provider Incumbency Certificate” has the meaning specified in Section 2.5(c).




          “Provider Representatives” has the meaning specified in Section 2.5(c).




          “PTC Event of Default” means, with respect to each Trust Agreement, the failure to pay
within 10 Business Days of the due date thereof: (i) the outstanding Pool Balance of the
applicable Class of Certificates on the Final Legal Distribution Date for such Class or (ii)
interest due on such Certificates on any Distribution Date (unless the Subordination Agent shall
have made an Interest Drawing or a withdrawal from the Cash Collateral Account relating to a
Liquidity Facility for such Class, with respect thereto in an aggregate amount sufficient to pay
such interest and shall have distributed such amount to the Trustee entitled thereto).




          “Rating Agencies” means, collectively, at any time, each nationally recognized rating
agency which shall have been requested to rate the Certificates and which shall then be rating the
Certificates. The initial Rating Agencies will be Moody’s and Standard & Poor’s.




          “Ratings Confirmation” means, with respect to any action proposed to be taken, a
written confirmation from each of the Rating Agencies that such action would not result in (i) a
reduction of the rating for any Class of Certificates below the then current rating for such Class
of Certificates or (ii) a withdrawal or suspension of the rating of any Class of Certificates.




          “Refinancing Certificateholders” has the meaning specified in Section 9.1(c).




          “Refinancing Certificates” has the meaning specified in Section 9.1(c).




          “Refinancing Equipment Notes” has the meaning specified in Section 9.1(c).




15









 








          “Refinancing Trust Agreement” has the meaning specified in Section 9.1(c).




          “Refinancing Trust” has the meaning specified in Section 9.1(c).




          “Refinancing Trustee” has the meaning specified in Section 9.1(c).




          “Regular Distribution Dates” means each April 22 and October 22, commencing on October
22, 2011; provided, however, that, if any such day shall not be a Business Day, the
related distribution shall be made on the next succeeding Business Day without distribution of
interest for such additional period.




          “Replacement Liquidity Facility” means, for any Liquidity Facility, an irrevocable
revolving credit agreement (or agreements) in substantially the form of the replaced Liquidity
Facility, including reinstatement provisions, or in such other form (which may include a letter of
credit) as shall permit the Rating Agencies to confirm in writing their respective ratings then in
effect for the related Certificates (before downgrading of such ratings, if any, as a result of the
downgrading of the applicable Liquidity Provider), in a face amount (or in an aggregate face
amount) equal to the then Required Amount and issued by a Person (or Persons) having unsecured
short-term debt rating or issuer credit rating, as the case may be, issued by both Rating Agencies
which are equal to or higher than the Threshold Rating. Without limitation of the form that a
Replacement Liquidity Facility otherwise may have pursuant to the preceding sentence, a Replacement
Liquidity Facility for any Class of Certificates may have a stated expiration date earlier than 15
days after the Final Legal Distribution Date of such Class of Certificates so long as such
Replacement Liquidity Facility provides for a Non-Extension Drawing as contemplated by Section
3.5(d) hereof.




          “Replacement Liquidity Provider” means a Person (or Persons) who issues a Replacement
Liquidity Facility.




          “Required Amount” means with respect to each Liquidity Facility or Cash Collateral
Account, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum
equal to the Stated Interest Rate for the related Class of Certificates, that would be payable on
such Class of Certificates on each of the three successive Regular Distribution Dates immediately
following such day or, if such day is a Regular Distribution Date, on such day and the succeeding
two Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of such
Class of Certificates on such day and without regard to expected future distributions of principal
on such Class of Certificates.




          “Responsible Officer” means (i) with respect to the Subordination Agent and each of
the Trustees, any officer in the corporate trust administration department of the Subordination
Agent or such Trustee or any other officer customarily performing functions similar to those
performed by the Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and familiarity with a particular
subject and (ii) with respect to each Liquidity Provider, any authorized officer of such Liquidity
Provider.




          “Scheduled Payment” means, with respect to any Equipment Note, (i) any payment of
principal or interest on such Equipment Note (other than an Overdue Scheduled




16









 







Payment) due from the
obligor thereon, which payment represents the installment of principal at the stated maturity of
such installment of principal on such Equipment Note, the payment of regularly scheduled interest
accrued on the unpaid principal amount of such Equipment Note, or
both or (ii) any payment of interest on the corresponding Class of Certificates with funds
drawn under any Liquidity Facility or withdrawn from any Cash Collateral Account, which payment
represents the payment of regularly scheduled interest accrued on the unpaid principal amount of
the related Equipment Note; provided that any payment of principal of, Premium, if any, or
interest resulting from the redemption or purchase of any Equipment Note shall not constitute a
Scheduled Payment.




          “Scheduled Payment Date” means, with respect to any Scheduled Payment, the date on
which such Scheduled Payment is scheduled to be made.




          “Section 2.4 Fraction” means, with respect to any Special Distribution Date, a
fraction, the numerator of which shall be the amount of principal of the applicable Series A
Equipment Notes and Series B Equipment Notes being redeemed, purchased or prepaid on such Special
Distribution Date, and the denominator of which shall be the aggregate unpaid principal amount of
all Series A Equipment Notes and Series B Equipment Notes outstanding as of such Special
Distribution Date.




          “Series A Equipment Notes” means the Series A Equipment Notes issued pursuant to any
Trust Indenture by US Airways and authenticated by the Indenture Trustee thereunder, and any such
Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of such
Trust Indenture.




          “Series B Equipment Notes” means the Series B Equipment Notes issued pursuant to any
Trust Indenture by US Airways and authenticated by the Indenture Trustee thereunder, and any such
Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of such
Trust Indenture.




          “Series C Equipment Notes” means the Series C Equipment Notes issued pursuant to any
Trust Indenture by US Airways and authenticated by the Indenture Trustee thereunder, and any such
Equipment Notes issued in exchange therefor or replacement thereof pursuant to the terms of such
Trust Indenture.




          “60-Day Period” means 60-day period specified in Section 1110(a)(2)(A) of the
Bankruptcy Code.




          “Special Distribution Date” means, with respect to any Special Payment, the date
chosen by the Subordination Agent pursuant to Section 2.4(a) for the distribution of such Special
Payment in accordance with this Agreement, whether distributed pursuant to Section 2.4 or Section
3.2 hereof.




          “Special Payment” means any payment (other than a Scheduled Payment) in respect of, or
any proceeds of, any Equipment Note or Collateral.




          “Special Payments Account” means the Eligible Deposit Account created pursuant to
Section 2.2(a)(ii) as a sub-account to the Collection Account.




17









 








          “Special Termination Drawing” has the meaning specified in Section 3.5(m).




          “Special Termination Notice”, with respect to any Liquidity Facility, has the meaning
specified in such Liquidity Facility.




          “Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s
Financial Services LLC business.




          “Stated Amount”, with respect to any Liquidity Facility, means the Maximum Commitment
(as defined in such Liquidity Facility) of the applicable Liquidity Provider.




          “Stated Expiration Date” has the meaning specified in Section 3.5(d).




          “Stated Interest Rate” means (i) with respect to the Class A Certificates, 7.125% per
annum and (ii) with respect to the Class B Certificates, 9.750% per annum.




          “Subordination Agent” has the meaning specified in the recital of parties to this
Agreement.




          “Subordination Agent Incumbency Certificate” has the meaning specified in Section
2.5(a).




          “Subordination Agent Representatives” has the meaning specified in Section 2.5(a).




          “Substitute Aircraft” has the meaning set forth in the Note Purchase Agreement.




          “Successor Class A Trust” has the meaning assigned to such term in the definition of
“Class A Trust Agreement”.




          “Successor Class B Trust” has the meaning assigned to such term in the definition of
“Class B Trust Agreement”.




          “Successor Class C Trust” has the meaning assigned to such term in the definition of
“Class C Trust Agreement”.




          “Tax” and “Taxes” mean any and all taxes, fees, levies, duties, tariffs,
imposts, and other charges of any kind (together with any and all interest, penalties, loss,
damage, liability, expense, additions to tax and additional amounts or costs incurred or imposed
with respect thereto) imposed or otherwise assessed by the United States of America or by any
state, local or foreign government (or any subdivision or agency thereof) or other taxing
authority, including, without limitation: taxes or other charges on or with respect to income,
franchises, windfall or other profits, gross receipts, property, sales, use, capital stock,
payroll, employment, social security, workers’ compensation, unemployment compensation, or net
worth and similar charges; taxes or other charges in the nature of excise, withholding, ad valorem,
stamp, transfer, value added, taxes on goods and services, gains taxes, license, registration and
documentation fees, customs duties, tariffs, and similar charges.




18









 








          “Termination Notice”, with respect to any Liquidity Facility, has the meaning assigned
to such term in such Liquidity Facility.




          “Threshold Rating” means the short-term unsecured debt rating of P-1 by Moody’s and
the short-term issuer credit rating of A-1 by Standard & Poor’s.




          “Transfer” means, with respect to any particular Trust, the transfers contemplated by
the Assignment and Assumption Agreement with respect to such Trust.




          “Treasury Regulations” means regulations, including proposed or temporary regulations,
promulgated under the Code. References herein to specific provisions of proposed or temporary
regulations shall include analogous provisions of final Treasury Regulations or other successor
Treasury Regulations.




          “Triggering Event” means (x) the occurrence of an Indenture Default under all of the
Trust Indentures resulting in a PTC Event of Default with respect to the most senior Class of
Certificates then Outstanding, (y) the Acceleration of all of the outstanding Series A Equipment
Notes and Series B Equipment Notes (provided that, with respect to the period prior to the
Delivery Period Expiry Date, the aggregate principal balance of such Series A Equipment Notes and
Series B Equipment Notes is in excess of $155,000,000) or (z) the occurrence of a US Airways
Bankruptcy Event.




          “Trust” means any of the Class A Trust, the Class B Trust or the Class C Trust.




          “Trust Accounts” has the meaning specified in Section 2.2(a).




          “Trust Agreement” means any of the Class A Trust Agreement, the Class B Trust
Agreement or the Class C Trust Agreement.




          “Trust Indenture” means each of the Trust Indentures and Security Agreements entered
into by the Indenture Trustee and US Airways, pursuant to the Note Purchase Agreement, in each case
as the same may be amended, supplemented or otherwise modified from time to time in accordance with
its terms.




          “Trust Property” with respect to any Trust, has the meaning set forth in the Trust
Agreement for such Trust.




          “Trustee” means any of the Class A Trustee, the Class B Trustee or the Class C
Trustee.




          “Trustee Incumbency Certificate” has the meaning specified in Section 2.5(b).




          “Trustee Representatives” has the meaning specified in Section 2.5(b).




          “Unapplied Provider Advance”, with respect to any Liquidity Facility, has the meaning
specified in such Liquidity Facility.




19









 








          “Underwriters” means Goldman, Sachs & Co., Citigroup Global Markets Inc. and Credit
Suisse Securities (USA) LLC.




          “Underwriting Agreement” means the Underwriting Agreement dated June 21, 2011 among
the Underwriters, the Depositary, US Airways and US Airways Group, Inc., relating to the purchase
of the Class A Certificates and the Class B Certificates by the Underwriters, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with its terms.




          “US Airways” means US Airways, Inc., a Delaware corporation, and its successors and
assigns.




          “US Airways Bankruptcy Event” means the occurrence and continuation of any of the
following:





     (a) US Airways shall consent to the appointment of or the taking of possession by a
receiver, trustee or liquidator of itself or of a substantial part of its property, or US
Airways shall admit in writing its inability to pay its debts generally as they come due, or
does not pay its debts generally as they become due or shall make a general assignment for
the benefit of creditors, or US Airways shall file a voluntary petition in bankruptcy or a
voluntary petition or an answer seeking reorganization, liquidation or other relief in a
case under any bankruptcy laws or other insolvency laws (as in effect at such time) or an
answer admitting the material allegations of a petition filed against US Airways in any such
case, or US Airways shall seek relief by voluntary petition, answer or consent, under the
provisions of any other bankruptcy or other similar law providing for the reorganization or
winding-up of corporations (as in effect at such time) or US Airways shall seek an
agreement, composition, extension or adjustment with its creditors under such laws, or US
Airways’ board of directors shall adopt a resolution authorizing corporate action in
furtherance of any of the foregoing; or




     (b) an order, judgment or decree shall be entered by any court of competent
jurisdiction appointing, without the consent of US Airways, a receiver, trustee or
liquidator of US Airways or of any substantial part of its property, or any substantial part
of the property of US Airways shall be sequestered, or granting any other relief in respect
of US Airways as a debtor under any bankruptcy laws or other insolvency laws (as in effect
at such time), and any such order, judgment or decree of appointment or sequestration shall
remain in force undismissed, unstayed and unvacated for a period of 60 days after the date
of entry thereof; or




     (c) a petition against US Airways in a case under any bankruptcy laws or other
insolvency laws (as in effect at such time) is filed and not withdrawn or dismissed within
60 days thereafter, or if, under the provisions of any law providing for reorganization or
winding-up of corporations which may apply to US Airways, any court of competent
jurisdiction assumes jurisdiction, custody or control of US Airways or of any substantial
part of its property and such jurisdiction, custody or control remains in force
unrelinquished, unstayed and unterminated for a period of 60 days.



20









 





          “US Airways Provisions” has the meaning specified in Section 9.1(a).




          “Written Notice” means, from the Subordination Agent, any Trustee or the Liquidity
Provider, a written instrument executed by the Designated Representative of such Person. An
invoice delivered by a Liquidity Provider pursuant to Section 3.1 in accordance with its normal
invoicing procedures shall constitute Written Notice under such Section.




          “WTC” has the meaning specified in the recital of parties to this Agreement.




          SECTION 1.2. Applicability of Class C Certificates. Notwithstanding any provision
herein to the contrary, all references herein to “Class C Adjusted Interest,” “Class C
Certificateholders,” “Class C Certificates,” “Class C Trust,” “Class C Trust Agreement” and “Class
C Trustee” shall be of no force or effect as provided in Section 9.1(d) hereof, until such time as
the Class C Certificates are issued and the Class C Trustee has become a party hereto as provided
in Section 9.1(d) hereof after which such references shall be fully operative and in full force and
effect.




ARTICLE II




TRUST ACCOUNTS; CONTROLLING PARTY



          SECTION 2.1. Agreement to Terms of Subordination; Payments from Monies Received Only.
(a) Each Trustee hereby acknowledges and agrees to the terms of subordination and distribution
set forth in this Agreement in respect of each Class of Certificates and agrees to enforce such
provisions and cause all payments in respect of the Equipment Notes held by the Subordination Agent
and the Liquidity Facilities to be applied in accordance with the terms of this Agreement. In
addition, each Trustee hereby agrees to cause the Equipment Notes purchased by the related Trust to
be registered in the name of the Subordination Agent or its nominee, as agent and trustee for such
Trustee, to be held in trust by the Subordination Agent solely for the purpose of facilitating the
enforcement of the subordination and other provisions of this Agreement.




          (b) Except as otherwise expressly provided in the next succeeding sentence of this Section
2.1, all payments to be made by the Subordination Agent hereunder shall be made only from amounts
received by it that constitute Scheduled Payments, Special Payments, payments under Section 8.1 of
the Participation Agreements or payments under Section 6 of the Note Purchase Agreement, and only
to the extent that the Subordination Agent shall have received sufficient income or proceeds
therefrom to enable it to make such payments in accordance with the terms hereof. Each of the
Trustees and the Subordination Agent hereby agrees and, as provided in each Trust Agreement, each
Certificateholder, by its acceptance of a Certificate and each Liquidity Provider, by entering into
the Liquidity Facility to which it is a party, has agreed to look solely to such amounts to the
extent available for distribution to it as provided in this Agreement and to the relevant Deposits
and that none of the Trustees, Indenture Trustees nor the Subordination Agent is personally liable
to any of them for any amounts payable or any liability under this Agreement, any Trust Agreement,
any Liquidity Facility or such Certificate, except (in the case of the Subordination Agent) as
expressly provided herein or (in the case of the Trustees) as expressly provided in each Trust
Agreement or





21









 







(in the case of the Indenture Trustees) as expressly provided in any Operative
Agreement.




          SECTION 2.2. Trust Accounts. (a) Upon the execution of this Agreement, the
Subordination Agent shall establish and maintain in its name (i) the Collection Account as an
Eligible Deposit Account, bearing a designation clearly indicating that the funds deposited therein
are held in trust for the benefit of the Trustees, the Certificateholders and the Liquidity
Providers and (ii) as a sub-account in the Collection Account, the Special Payments Account as an
Eligible Deposit Account, bearing a designation clearly indicating that the funds deposited therein
are held in trust for the benefit of the Trustees, the Certificateholders and the Liquidity
Providers. The Subordination Agent shall establish and maintain the Cash Collateral Accounts
pursuant to and under the circumstances set forth in Section 3.5(f) hereof. Upon such
establishment and maintenance under Section 3.5(f) hereof, the Cash Collateral Accounts shall,
together with the Special Payments Account and the Collection Account, constitute the “Trust
Accounts” hereunder. Without limiting the foregoing, all monies credited to the Trust Accounts
shall be, and shall remain, the property of the relevant Trust(s).




          (b) Funds on deposit in the Trust Accounts shall be invested and reinvested by the
Subordination Agent in Eligible Investments selected by the Subordination Agent if such investments
are reasonably available and have maturities no later than the earlier of (i) 90 days following the
date of such investment and (ii) the Business Day immediately preceding the Regular Distribution
Date or the date of the related distribution pursuant to Section 2.4 hereof, as the case may be,
next following the date of such investment; provided, however, that following the
making of a Downgrade Drawing, a Non-Extension Drawing or a Special Termination Drawing under any
Liquidity Facility, the Subordination Agent shall invest and reinvest such funds in Eligible
Investments at the direction of US Airways (or, if and to the extent so specified to the
Subordination Agent by US Airways with respect to any Liquidity Facility, the Liquidity Provider
with respect to such Liquidity Facility); provided further, however, that,
notwithstanding the foregoing proviso, following the making of a Downgrade Drawing, a Non-Extension
Drawing or a Special Termination Drawing under any Liquidity Facility, the Subordination Agent
shall invest and reinvest the amounts in the Cash Collateral Account with respect to such Liquidity
Facility in Eligible Investments pursuant to the written instructions of the Liquidity Provider
funding such Drawing; provided further, however, that upon the occurrence
and during the continuation of a Triggering Event, the Subordination Agent shall invest and
reinvest such amounts in Eligible Investments in accordance with the written instructions of the
Controlling Party. Unless otherwise expressly provided in this Agreement (including, without
limitation, with respect to Investment Earnings on amounts on deposit in the Cash Collateral
Accounts pursuant to Section 3.5(f) hereof), any Investment Earnings shall be deposited in the
Collection Account when received by the Subordination Agent and shall be applied by the
Subordination Agent in the same manner as the other amounts on deposit in the Collection Account
are to be applied and any losses shall be charged against the principal amount invested, in each
case net of the Subordination Agent’s reasonable fees and expenses in making such investments. The
Subordination Agent shall not be liable for any loss resulting from any investment, reinvestment or
liquidation required to be made under this Agreement other than by reason of its willful misconduct
or gross negligence (or, with respect to the handling or transfer of funds, its own negligence).
Eligible Investments and any other investment required to be made hereunder shall be held to their
maturities except that any such




22









 







investment may be sold (without regard to its maturity) by the
Subordination Agent without instructions whenever such sale is necessary to make a distribution
required under this Agreement. Uninvested funds held hereunder shall not earn or accrue interest.




          (c) The Subordination Agent shall possess all right, title and interest in all funds on
deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income
thereon, except as otherwise expressly provided in Section 3.3(b) with respect to Investment
Earnings). The Trust Accounts shall be held in trust by the Subordination Agent under the sole
dominion and control of the Subordination Agent for the benefit of the Trustees, the
Certificateholders and the Liquidity Providers, as the case may be. If, at any time, any of the
Trust Accounts ceases to be an Eligible Deposit Account, the Subordination Agent shall within 10
Business Days (or such longer period, not to exceed 30 calendar days, for which a Ratings
Confirmation for each Class of Certificates shall have been obtained) establish a new Collection
Account, Special Payments Account or Cash Collateral Account, as the case may be, as an Eligible
Deposit Account and shall transfer any cash and/or any investments to such new Collection Account,
Special Payments Account or Cash Collateral Account, as the case may be. So long as WTC is an
Eligible Institution, the Trust Accounts shall be maintained with it as Eligible Deposit Accounts.




          SECTION 2.3. Deposits to the Collection Account and Special Payments Account. (a)
The Subordination Agent shall, upon receipt thereof, deposit in the Collection Account all
Scheduled Payments received by it (other than any Scheduled Payment which by the express terms
hereof is to be deposited to a Cash Collateral Account).




          (b) The Subordination Agent shall, on each date when one or more Special Payments are made to
the Subordination Agent as holder of the Equipment Notes, deposit in the Special Payments Account
the aggregate amount of such Special Payments.




          SECTION 2.4. Distributions of Special Payments. (a) Notice of Special Payment.
Except as provided in Section 2.4(c) below, upon receipt by the Subordination Agent, as registered
holder of the Equipment Notes, of any notice of a Special Payment (or, in the absence of any such
notice, upon receipt by the Subordination Agent of a Special Payment), the Subordination Agent
shall promptly give notice thereof to each Trustee and the Liquidity Providers. The Subordination
Agent shall promptly calculate the amount of the redemption or purchase of Equipment Notes, the
amount of any Overdue Scheduled Payment or the proceeds of Equipment Notes or Collateral, as the
case may be, comprising such Special Payment under the applicable Trust Indenture or Trust
Indentures and shall promptly send to each Trustee and each Liquidity Provider a Written Notice of
such amount and the amount allocable to each Trust. Such Written Notice shall also set the
distribution date for such Special Payment (a “Special Distribution Date”), which shall be
the Business Day which immediately follows the later to occur of (x) the 15th day after the date of
such Written Notice and (y) the date the Subordination Agent has received or expects to receive
such Special Payment. Amounts on deposit in the Special Payments Account shall be distributed in
accordance with Sections 2.4(b) and 2.4(c) and Article III hereof, as applicable.




23









 








          For the purposes of the application of any Equipment Note Special Payment distributed on a
Special Distribution Date in accordance with Section 3.2 hereof, so long as no Indenture Default
shall have occurred and be continuing under any Trust Indenture:




          (i) the amount of accrued and unpaid Liquidity Expenses that are not yet due that are payable
pursuant to clause “second” thereof shall be multiplied by the Section 2.4 Fraction;




          (ii) clause “third” thereof shall be deemed to read as follows: “third, such (x)
amount as shall be required to pay accrued and unpaid interest then in arrears on all Liquidity
Obligations (at the rate, or in the amount, provided in the applicable Liquidity Facility) plus an
amount equal to the amount of accrued and unpaid interest on the Liquidity Obligations not in
arrears multiplied by the Section 2.4 Fraction, and (y) if a Special Termination Drawing has been
made under any Liquidity Facility and has not been converted into a Final Drawing, the outstanding
amount of such Special Termination Drawing shall be distributed to the Liquidity Providers, pro
rata on the basis of the amounts owed to each Liquidity Provider”;




          (iii) clause “seventh” thereof shall be deemed to read as follows: “seventh, such
amount as shall be required to pay accrued, due and unpaid interest at the Stated Interest Rate on
the outstanding Pool Balance of the Class A Certificates together with (without duplication)
accrued and unpaid interest at the Stated Interest Rate on the outstanding principal amount of the
Series A Equipment Notes held in the Class A Trust being redeemed, purchased or prepaid, in each
case excluding interest, if any, payable with respect to the Deposits relating to the Class A
Trust”;




          (iv) clause “eighth” thereof shall be deemed to read as follows: “eighth, such amount
as shall be required to pay any accrued, due and unpaid Class B Adjusted Interest shall be
distributed to the holders of the Class B Certificates (excluding interest, if any, payable with
respect to the Deposits relating to the Class B Trust)”;




          (v) clause “ninth” thereof shall be deemed to read as follows: “ninth, such amount as
shall be required to pay any accrued, due and unpaid Class C Adjusted Interest shall be distributed
to the holders of the Class C Certificates (excluding interest, if any, payable with respect to the
Deposits relating to the Class C Trust)”;




          (vi) clause “eleventh” thereof shall be deemed to read as follows: “eleventh, such
amount as shall be required to pay in full accrued, due and unpaid interest at the Stated Interest
Rate on the outstanding Pool Balance of the Class B Certificates which was not previously paid
pursuant to clause “eighth” above to the holders of the Class B Certificates, together with
(without duplication) accrued and unpaid interest at the Stated Interest Rate on the outstanding
principal amount of the Series B Equipment Notes held in the Class B Trust and being redeemed,
purchased or prepaid, in each case excluding interest, if any, payable with respect to the Deposits
relating to the Class B Trust;” and




          (vii) clause “thirteenth” thereof shall be deemed to read as follows: “thirteenth,
such amount as shall be required to pay in full accrued, due and unpaid interest at the Stated
Interest Rate on the outstanding Pool Balance of the Class C Certificates which was not




24









 







previously
paid pursuant to clause “ninth” above to the holders of the Class C Certificates, together with
(without duplication) accrued and unpaid interest at the Stated Interest Rate on the outstanding
principal amount of the Series C Equipment Notes held in the Class C Trust and
being redeemed, purchased or prepaid, in each case excluding interest, if any, payable with
respect to the Deposits relating to the Class C Trust;”.




          (b) Investment of Amounts in Special Payments Account. Any amounts on deposit in the
Special Payments Account prior to the distribution thereof pursuant to Section 2.4 or 3.2 shall be
invested in accordance with Section 2.2(b). Investment Earnings on such investments shall be
distributed in accordance with Article III hereof.




          (c) Certain Payments. Except for amounts constituting Liquidity Obligations which
shall be distributed as provided in Section 3.2, the Subordination Agent will distribute promptly
upon receipt thereof (i) any indemnity payment or expense reimbursement received by it from US
Airways in respect of any Trustee, any Liquidity Provider, any Paying Agent, any Depositary or any
Escrow Agent (collectively, the “Payees”) and (ii) any compensation received by it from US
Airways under any Operative Agreement in respect of any Payee, directly to the Payee entitled
thereto.




          SECTION 2.5. Designated Representatives. (a) With the delivery of this Agreement,
the Subordination Agent shall furnish to each Liquidity Provider and each Trustee, and from time to
time thereafter may furnish to each Liquidity Provider and each Trustee, at the Subordination
Agent’s discretion, or upon any Liquidity Provider’s or any Trustee’s request (which request shall
not be made more than one time in any 12-month period), a certificate (a “Subordination Agent
Incumbency Certificate”) of a Responsible Officer of the Subordination Agent certifying as to
the incumbency and specimen signatures of the officers of the Subordination Agent and the
attorney-in-fact and agents of the Subordination Agent (the “Subordination Agent
Representatives”) authorized to give Written Notices on behalf of the Subordination Agent
hereunder. Until each Liquidity Provider and each Trustee receives a subsequent Subordination
Agent Incumbency Certificate, it shall be entitled to rely on the last Subordination Agent
Incumbency Certificate delivered to it hereunder.




          (b) With the delivery of this Agreement, each Trustee shall furnish to the Subordination
Agent, and from time to time thereafter may furnish to the Subordination Agent, at such Trustee’s
discretion, or upon the Subordination Agent’s request (which request shall not be made more than
one time in any 12-month period), a certificate (a “Trustee Incumbency Certificate”) of a
Responsible Officer of such Trustee certifying as to the incumbency and specimen signatures of the
officers of such Trustee and the attorney-in-fact and agents of such Trustee (the “Trustee
Representatives”) authorized to give Written Notices on behalf of such Trustee hereunder.
Until the Subordination Agent receives a subsequent Trustee Incumbency Certificate, it shall be
entitled to rely on the last Trustee Incumbency Certificate delivered to it hereunder.




          (c) With the delivery of this Agreement, each Liquidity Provider shall furnish to the
Subordination Agent, and from time to time thereafter may furnish to the Subordination Agent, at
such Liquidity Provider’s discretion, or upon the Subordination Agent’s request (which request
shall not be made more than one time in any 12-month period), a certificate (each, a




25









 







“Provider
Incumbency Certificate”) of any Responsible Officer of such Liquidity Provider certifying as to
the incumbency and specimen signatures of any officer, attorney-in-fact, agent or other designated
representative of such Liquidity Provider (in each case, the “Provider
Representatives” and, together with the Subordination Agent Representatives and the
Trustee Representatives, the “Designated Representatives”) authorized to give Written
Notices on behalf of such Liquidity Provider hereunder. Until the Subordination Agent receives a
subsequent Provider Incumbency Certificate, it shall be entitled to rely on the last Provider
Incumbency Certificate delivered to it hereunder by the relevant Liquidity Provider.




          SECTION 2.6. Controlling Party. (a) The Trustees and the Liquidity Providers hereby
agree that, with respect to any Trust Indenture at any given time, the Indenture Trustee thereunder
will be directed in taking, or refraining from taking, any action under such Trust Indenture or
with respect to the Equipment Notes issued thereunder (i) so long as no Indenture Default has
occurred and is continuing thereunder, by the holders of at least a majority of the outstanding
principal amount of such Equipment Notes (provided that, for so long as the Subordination Agent is
the registered holder of the Equipment Notes, the Subordination Agent shall act with respect to
this clause (i) in accordance with the directions of the Trustees (in the case of each such
Trustee, with respect to the Equipment Notes issued under such Trust Indenture and held as Trust
Property of such Trust) constituting, in the aggregate, directions with respect to at least a
majority of outstanding principal amount of Equipment Notes except as provided in Section 9.1(b)),
and (ii) after the occurrence and during the continuance of an Indenture Default thereunder, in
taking, or refraining from taking, any action under such Trust Indenture or with respect to such
Equipment Notes, including exercising remedies thereunder (including Accelerating the Equipment
Notes issued thereunder or foreclosing the Lien on the Aircraft securing such Equipment Notes), by
the Controlling Party.




          (b) The “Controlling Party” shall be (x) the Class A Trustee, (y) upon payment of Final
Distributions to the holders of Class A Certificates, the Class B Trustee and (z) upon payment of
Final Distributions to the holders of Class B Certificates, the Class C Trustee. For purposes of
giving effect to the provisions of Section 2.6(a) and this Section 2.6(b), the Trustees (other than
the Controlling Party) irrevocably agree (and the Certificateholders (other than the
Certificateholders represented by the Controlling Party) shall be deemed to agree by virtue of
their purchase of Certificates) that the Subordination Agent, as record holder of the Equipment
Notes, shall exercise its voting rights in respect of the Equipment Notes so held by the
Subordination Agent as directed by the Controlling Party and any vote so exercised shall be binding
upon the Trustees and all Certificateholders.




          The Subordination Agent shall give Written Notice to all of the other parties to this
Agreement promptly upon a change in the identity of the Controlling Party. Each of the parties
hereto agrees that it shall not exercise any of the rights of the Controlling Party at such time as
it is not the Controlling Party hereunder; provided, however, that nothing herein
contained shall prevent or prohibit any Non-Controlling Party from exercising such rights as shall
be specifically granted to such Non-Controlling Party hereunder and under the other Operative
Agreements.




          (c) Notwithstanding the foregoing provisions of clauses (a) and (b) above, at any time after
18 months from the earliest to occur of (i) the date on which the entire Required




26









 







Amount as of such
date under any Liquidity Facility shall have been drawn (excluding a Downgrade Drawing, a
Non-Extension Drawing or a Special Termination Drawing but including a Final Drawing or a Downgrade
Drawing, a Non-Extension Drawing or a Special Termination
Drawing that has been converted to a Final Drawing under such Liquidity Facility) and shall
remain unreimbursed, (ii) the date on which the portion of any Downgrade Drawing, Non-Extension
Drawing or Special Termination Drawing equal to the Required Amount as of such date under any
Liquidity Facility shall have become and remain “Applied Downgrade Advances”, “Applied
Non-Extension Advances” or “Applied Special Termination Advances”, as the case may be, under and as
defined in such Liquidity Facility and (iii) the date on which all Series A Equipment Notes and
Series B Equipment Notes under all Trust Indentures shall have been Accelerated (provided
that (x) with respect to the period prior to the Delivery Period Expiry Date, such Series A
Equipment Notes and Series B Equipment Notes have an aggregate outstanding principal balance of in
excess of $155,000,000, and (y) in the event of a bankruptcy proceeding under the Bankruptcy Code
in which US Airways is a debtor, any amounts payable in respect of Equipment Notes which have
become immediately due and payable by declaration or otherwise shall not be considered Accelerated
for purposes of this sub-clause (iii) until the expiration of the 60-day period under Section
1110(a)(2)(A) of the Bankruptcy Code or such longer period as may apply under Section 1110(a)(2)(B)
or Section 1110(b) of the Bankruptcy Code), the Liquidity Provider with the highest outstanding
aggregate amount of Liquidity Obligations owed to it (so long as such Liquidity Provider has not
defaulted in its obligation to make any Drawing under any Liquidity Facility) shall have the right
to elect, by Written Notice to the Subordination Agent and each of the Trustees, to become the
Controlling Party hereunder at any time from and including the last day of such 18-month period.




          (d) The exercise of remedies by the Controlling Party under this Agreement shall be expressly
limited by Sections 4.1(a)(ii) and 4.1(a)(iii) hereof.




          (e) The Controlling Party shall not be entitled to require or obligate any Non-Controlling
Party to provide funds necessary to exercise any right or remedy hereunder.




ARTICLE III




RECEIPT, DISTRIBUTION AND APPLICATION

OF AMOUNTS RECEIVED



          SECTION 3.1. Written Notice of Distribution. (a) No later than 3:00 P.M. (New York
City time) on the Business Day immediately preceding each Distribution Date, each of the following
Persons shall deliver to the Subordination Agent a Written Notice setting forth the following
information as at the close of business on such Business Day:





     (i) with respect to the Class A Certificates, the Class A Trustee shall separately set
forth the amounts to be paid in accordance with clause “first” of Section 3.2 hereof (to
reimburse payments made by such Trustee or the Class A Certificateholders, as the case may
be, pursuant to subclause (ii) or (iv) of clause “first”), subclauses (ii) and (iii) of
clause “sixth” of Section 3.2 hereof and clauses “seventh” and “tenth” of Section 3.2
hereof;



27









 






     (ii) with respect to the Class B Certificates, the Class B Trustee shall separately set
forth the amounts to be paid in accordance with clause “first” of Section
3.2 hereof (to reimburse payments made by such Trustee or the Class B
Certificateholders, as the case may be, pursuant to subclause (ii) or (iv) of clause
“first”), subclauses (ii) and (iii) of clause “sixth” of Section 3.2 hereof and clauses
“eighth”, “eleventh” and “twelfth” of Section 3.2 hereof;




     (iii) with respect to the Class C Certificates, the Class C Trustee shall separately
set forth the amounts to be paid in accordance with clause “first” of Section 3.2 hereof (to
reimburse payments made by such Trustee or the Class C Certificateholders, as the case may
be, pursuant to subclause (ii) or (iv) of clause “first”), subclauses (ii) and (iii) of
clause “sixth” of Section 3.2 hereof and clauses “ninth”, “thirteenth” and “fourteenth” of
Section 3.2 hereof;




     (iv) with respect to each Liquidity Facility, the Liquidity Provider thereunder shall
separately set forth the amounts to be paid to it in accordance with subclauses (iii) and
(iv) of clause “first” of Section 3.2 hereof, clause “second” of Section 3.2 hereof, clause
“third” of Section 3.2 hereof, clause “fourth” of Section 3.2 hereof and clause “fifth” of
Section 3.2 hereof; and




     (v) each Trustee shall set forth the amounts to be paid in accordance with clause
“sixth” of Section 3.2 hereof.



          (b) At such time as a Trustee or a Liquidity Provider shall have received all amounts owing to
it (and, in the case of a Trustee, the Certificateholders for which it is acting) pursuant to
Section 3.2 hereof, as applicable, and, in the case of a Liquidity Provider, its commitment or
obligations under the related Liquidity Facility shall have terminated or expired, such Person
shall, by a Written Notice, so inform the Subordination Agent and each other party to this
Agreement.




          (c) As provided in Section 6.5 hereof, the Subordination Agent shall be fully protected in
relying on any of the information set forth in a Written Notice provided by any Trustee or any
Liquidity Provider pursuant to paragraphs (a) and (b) above and shall have no independent
obligation to verify, calculate or recalculate any amount set forth in any Written Notice delivered
in accordance with such paragraphs.




          (d) Any Written Notice delivered by a Trustee, a Liquidity Provider or the Subordination
Agent, as applicable, pursuant to Section 3.1(a) hereof, if made prior to 10:00 A.M. (New York City
time) on any Business Day, shall be effective on the date delivered (or if delivered later on a
Business Day or if delivered on a day which is not a Business Day shall be effective as of the next
Business Day). Subject to the terms of this Agreement, the Subordination Agent shall as promptly
as practicable comply with any such instructions; provided, however, that any
transfer of funds pursuant to any instruction received after 10:00 A.M. (New York City time) on any
Business Day may be made on the next succeeding Business Day.




          (e) In the event the Subordination Agent shall not receive from any Person any information set
forth in paragraph (a) above which is required to enable the Subordination




28









 







Agent to make a
distribution to such Person pursuant to Section 3.2 hereof, the Subordination Agent shall request
such information and, failing to receive any such information, the
Subordination Agent shall not make such distribution(s) to such Person. In such event, the
Subordination Agent shall make distributions pursuant to clauses “first” through “fourteenth” of
Section 3.2 to the extent it shall have sufficient information to enable it to make such
distributions, and shall continue to hold any funds remaining, after making such distributions,
until the Subordination Agent shall receive all necessary information to enable it to distribute
any funds so withheld.




          (f) On such dates (but not more frequently than monthly) as any Liquidity Provider or any
Trustee shall request, but in any event automatically at the end of each calendar quarter, the
Subordination Agent shall send to such party a written statement reflecting all amounts on deposit
with the Subordination Agent pursuant to Section 3.1(e) hereof.




          The notices required under this Section 3.1(a) may be in the form of a schedule or similar
document provided to the Subordination Agent by the parties referenced therein or by any one of
them, which schedule or similar document may state that, unless there has been a prepayment of the
Certificates, such schedule or similar document is to remain in effect until any substitute notice
or amendment shall be given to the Subordination Agent by the party providing such notice.




          SECTION 3.2. Distribution of Amounts on Deposit in the Collection Account. Except as
otherwise provided in Sections 2.4, 3.1(e), 3.3, 3.5(b), 3.5(k) and 3.5(m), amounts on deposit in
the Collection Account (including amounts on deposit in the Special Payments Account) shall be
promptly distributed on each Regular Distribution Date (or, in the case of any amount described in
Section 2.4(a), on the Special Distribution Date thereof) in the following order of priority and in
accordance with the information provided to the Subordination Agent pursuant to Section 3.1(a)
hereof:





     first, such amount as shall be required to reimburse (i) the Subordination
Agent for any reasonable out-of-pocket costs and expenses actually incurred by it (to the
extent not previously reimbursed) or reasonably expected to be incurred by it for the period
ending on the next succeeding Regular Distribution Date (which shall not exceed $150,000
unless approved in writing by the Controlling Party) in the protection of, or the
realization of the value of, the Equipment Notes or any Collateral, shall be applied by the
Subordination Agent in reimbursement of such costs and expenses, (ii) any Trustee for any
amounts of the nature described in clause (i) above actually incurred by it under the
applicable Trust Agreement (to the extent not previously reimbursed), shall be distributed
to such Trustee, (iii) any Liquidity Provider for any amounts of the nature described in
clause (i) above actually incurred by it (to the extent not previously reimbursed), shall be
distributed to such Liquidity Provider, and (iv) any Liquidity Provider or any
Certificateholder for payments, if any, made by it to the Subordination Agent or any Trustee
in respect of amounts described in clause (i) above actually incurred by it (to the extent
not previously reimbursed) (collectively, the “Administration Expenses”), shall be
distributed to such Liquidity Provider or the applicable Trustee for the account of such
Certificateholder, in each such case, pro rata on the basis of all amounts described in
clauses (i) through (iv) above;



29









 






     second, such amount as shall be required to pay all accrued and unpaid
Liquidity Expenses owed to each Liquidity Provider shall be distributed to the Liquidity
Providers pro rata on the basis of the amount of Liquidity Expenses owed to each Liquidity
Provider;




     third, (i) such amount as shall be required to pay the aggregate amount of
accrued and unpaid interest on all Liquidity Obligations (at the rate, or in the amount,
provided in the applicable Liquidity Facility) shall be distributed to the Liquidity
Providers pro rata on the basis of the amounts owed to each Liquidity Provider and (ii) if a
Special Termination Drawing has been made under any Liquidity Facility and has not been
converted into a Final Drawing, the outstanding amount of such Special Termination Drawing
shall be distributed to the Liquidity Providers pro rata on the basis of the amounts owed to
each Liquidity Provider;




     fourth, such amount as shall be required (A) if any Cash Collateral Account had
been previously funded as provided in Section 3.5(f), unless (i) a Performing Note
Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing
with respect to the relevant Liquidity Facility or (ii) a Final Drawing shall have occurred
with respect to such Liquidity Facility, to fund such Cash Collateral Account up to its
Required Amount shall be deposited in such Cash Collateral Account, (B) if any Liquidity
Facility shall become a Downgraded Facility or a Non-Extended Facility at a time when
unreimbursed Interest Drawings under such Liquidity Facility have reduced the Available
Amount thereunder to zero, unless (i) a Performing Note Deficiency exists and a Liquidity
Event of Default shall have occurred and be continuing with respect to the relevant
Liquidity Facility or (ii) a Final Drawing shall have occurred with respect to such
Liquidity Facility, to deposit into the related Cash Collateral Account an amount equal to
such Cash Collateral Account’s Required Amount shall be deposited in such Cash Collateral
Account, and (C) if, with respect to any particular Liquidity Facility, neither subclause
(A) nor subclause (B) of this clause “fourth” is applicable, to pay or reimburse the
Liquidity Provider in respect of such Liquidity Facility in an amount equal to the amount of
all Liquidity Obligations then due under such Liquidity Facility (other than amounts payable
pursuant to clause “second” or “third” of this Section 3.2), pro rata on the basis of
amounts of all such deficiencies and/or unreimbursed Liquidity Obligations payable to each
Liquidity Provider;




     fifth, if, with respect to any particular Liquidity Facility, any amounts are
to be distributed pursuant to either subclause (A) or (B) of clause “fourth” above, then the
Liquidity Provider with respect to such Liquidity Facility shall be paid the excess of (x)
the aggregate outstanding amount of unreimbursed Advances (whether or not then due) under
such Liquidity Facility over (y) the Required Amount for the relevant Class, pro rata on the
basis of such amounts in respect of each Liquidity Provider;




     sixth, such amount as shall be required to reimburse or pay (i) the
Subordination Agent for any Tax (other than Taxes imposed on compensation paid hereunder),
expense, fee, charge or other loss incurred by or any other amount payable to the
Subordination Agent in connection with the transactions contemplated hereby (to the extent
not previously reimbursed), shall be applied by the Subordination Agent in reimbursement of



30









 







such amount, (ii) each Trustee for any Tax (other than Taxes imposed on compensation
paid under the applicable Trust Agreement), expense, fee, charge, loss or any other amount
payable to such Trustee under the applicable Trust Agreement (to the extent not previously
reimbursed), shall be distributed to such Trustee, and (iii) each Certificateholder for
payments, if any, made by it pursuant to Section 5.2 hereof in respect of amounts described
in clause (i) above, shall be distributed to the applicable Trustee for the account of such
Certificateholder, in each case, pro rata on the basis of all amounts described in clauses
(i) through (iii) above;




     seventh, such amount as shall be required to pay in full accrued and unpaid
interest at the Stated Interest Rate on the Pool Balance of the Class A Certificates
(excluding interest, if any, payable with respect to the Deposits relating to the Class A
Trust) shall be distributed to the Class A Trustee;




     eighth, such amount as shall be required to pay unpaid Class B Adjusted
Interest shall be distributed to the holders of the Class B Certificates (excluding
interest, if any, payable with respect to the Deposits relating to the Class B Trust);




     ninth, such amount as shall be required to pay unpaid Class C Adjusted Interest
shall be distributed to the holders of the Class C Certificates (excluding interest, if any,
payable with respect to the Deposits relating to the Class C Trust)




     tenth, such amount as shall be required to pay in full Expected Distributions
to the holders of the Class A Certificates on such Distribution Date shall be distributed to
the Class A Trustee;




     eleventh, such amount as shall be required to pay in full accrued and unpaid
interest at the Stated Interest Rate on the Pool Balance of the Class B Certificates which
was not previously paid pursuant to clause “eighth” above to the holders of the Class B
Certificates (excluding interest, if any, payable with respect to the Deposits related to
the Class B Trust);




     twelfth, such amount as shall be required to pay in full Expected Distributions
to the holders of the Class B Certificates on such Distribution Date shall be distributed to
the Class B Trustee;




     thirteenth, such amount as shall be required to pay in full accrued and unpaid
interest at the Stated Interest Rate on the Pool Balance of the Class C Certificates which
was not previously paid pursuant to clause “ninth” above to the holders of the Class C
Certificates (excluding interest, if any, payable with respect to the Deposits related to
the Class C Trust);




     fourteenth, such amount as shall be required to pay in full Expected
Distributions to the holders of the Class C Certificates on such Distribution Date shall be
distributed to the Class C Trustee; and




     fifteenth, the balance, if any, of any such amount remaining thereafter shall
be held in the Collection Account for later distribution in accordance with this Article
III.



31









 





          With respect to clauses “first” and “sixth” above, no amounts shall be reimbursable to the
Subordination Agent, any Trustee, any Liquidity Provider or any Certificateholder for any payments
made by any such Person in connection with any Equipment Note that is no longer held by the
Subordination Agent (to the extent that such payments relate to periods after such Equipment Note
ceases to be held by the Subordination Agent).




          SECTION 3.3. Other Payments. (a) Any payments received by the Subordination Agent
for which no provision as to the application thereof is made in this Agreement shall be distributed
by the Subordination Agent (i) in the order of priority specified in Section 3.2 hereof and (ii) to
the extent received or realized at any time after the Final Distributions for each Class of
Certificates have been made, in the manner provided in clause “first” of Section 3.2 hereof.




          (b) Notwithstanding the priority of payments specified in Section 3.2, in the event any
Investment Earnings on amounts on deposit in any Cash Collateral Account resulting from an
Unapplied Provider Advance are deposited in the Collection Account or the Special Payments Account,
such Investment Earnings shall be used to pay interest payable in respect of such Unapplied
Provider Advance to the extent of such Investment Earnings.




          (c) If the Subordination Agent receives any Scheduled Payment after the Scheduled Payment Date
relating thereto, but prior to such payment becoming an Overdue Scheduled Payment, then the
Subordination Agent shall deposit such Scheduled Payment in the Collection Account and promptly
distribute such Scheduled Payment in accordance with the priority of distributions set forth in
Section 3.2 hereof; provided that, for the purposes of this Section 3.3(c) only, each
reference in clause “tenth”, “twelfth” or “fourteenth” of Section 3.2 to “Distribution Date” shall
be deemed to refer to such Scheduled Payment Date.




          SECTION 3.4. Payments to the Trustees and the Liquidity Providers. Any amounts
distributed hereunder to any Liquidity Provider shall be paid to such Liquidity Provider by wire
transfer of funds to the account that such Liquidity Provider shall provide to the Subordination
Agent. The Subordination Agent shall provide a Written Notice of any such transfer to the
applicable Liquidity Provider at the time of such transfer. Any amounts distributed hereunder by
the Subordination Agent to any Trustee which shall not be the same institution as the Subordination
Agent shall be paid to such Trustee by wire transfer to the account such Trustee shall provide to
the Subordination Agent.




          SECTION 3.5. Liquidity Facilities. (a) Interest Drawings. If on any
Distribution Date, after giving effect to the subordination provisions of this Agreement, the
Subordination Agent shall not have sufficient funds for the payment of any amounts due and owing in
respect of accrued interest on the Class A Certificates or the Class B Certificates (at the Stated
Interest Rate for such Class of Certificates) (other than any amount of interest which was due and
payable on the Class A Certificates or the Class B Certificates on such Distribution Date but which
remains unpaid due to the failure of the Depositary to pay any amount of accrued interest on the
Deposits on such Distribution Date), then, prior to 12:30 p.m. (New York City time) on such
Distribution Date, (i) the Subordination Agent shall request a drawing (each such drawing, an
“Interest Drawing”) under the Liquidity Facility with respect to such Class of Certificates
in an amount equal to the lesser of (x) an amount sufficient to pay the amount of






32









 







such accrued interest (at the applicable Stated Interest Rate for such Class of Certificates)
and (y) the Available Amount under such Liquidity Facility, and shall pay such amount to the
Trustee with respect to such Class of Certificates in payment of such accrued interest.




          (b) Application of Interest Drawings. Notwithstanding anything to the contrary
contained in this Agreement, (i) all payments received by the Subordination Agent in respect of an
Interest Drawing under the Class A Liquidity Facility and all amounts withdrawn by the
Subordination Agent from the Class A Cash Collateral Account, and payable in each case to the Class
A Certificateholders or the Class A Trustee, shall be promptly distributed to the Class A Trustee
and (ii) all payments received by the Subordination Agent in respect of an Interest Drawing under
the Class B Liquidity Facility and all amounts withdrawn by the Subordination Agent from the Class
B Cash Collateral Account, and payable in each case to the Class B Certificateholders or the Class
B Trustee, shall be promptly distributed to the Class B Trustee.




          (c) Downgrade Drawings. (i) With respect to each Liquidity Facility, a Downgrade
Drawing shall be requested by the Subordination Agent thereunder as provided in Section
3.5(c)(iii), if at any time a Downgrade Event shall have occurred with respect to such Liquidity
Facility (such Liquidity Facility following a Downgrade Event being referred to as a
“Downgraded Facility”), unless an event described in Section 3.5(c)(ii) occurs with respect
to such Liquidity Facility.




               (ii) If at any time any Liquidity Facility becomes a Downgraded Facility, the Subordination
Agent shall request a Downgrade Drawing thereunder in accordance with Section 3.5(c)(iii), unless
the Liquidity Provider under such Downgraded Facility or US Airways arranges for a Replacement
Liquidity Provider to issue and deliver a Replacement Liquidity Facility to the Subordination Agent
within 10 days after a Downgrade Event (but not later than the expiration date of such Downgraded
Facility).



               (iii) Upon the occurrence of any Downgrade Event with respect to any Liquidity Facility,
unless a Replacement Liquidity Facility is arranged as provided in Section 3.5(c)(ii), the
Subordination Agent shall, on the 10th day referred to in Section 3.5(c)(ii) (or if such 10th day
is not a Business Day, on the next succeeding Business Day) (or, if earlier, the expiration date of
such Downgraded Facility), request a drawing in accordance with and to the extent permitted by such
Downgraded Facility (such drawing, a “Downgrade Drawing”) of the Available Amount
thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be maintained and invested as
provided in Section 3.5(f) hereof. The applicable Liquidity Provider may also arrange for a
Replacement Liquidity Provider to issue and deliver a Replacement Liquidity Facility at any time
after such Downgrade Drawing so long as such Downgrade Drawing has not been reimbursed in full to
such Liquidity Provider.



          (d) Non-Extension Drawings. Except with respect to either Liquidity Facility that is
scheduled to expire on a date (the “Stated Expiration Date”) no earlier than 15 days after
the Final Legal Distribution Date for the related Class of Certificates, if before the
25th day prior to an anniversary date of the Closing Date (such 25th day, the
“Notice Date”) the relevant Liquidity Provider shall have advised the Subordination Agent
that the applicable Liquidity Facility shall not be extended beyond such anniversary date and on or
before the Notice Date






33









 







such Liquidity Facility shall not have been replaced in accordance with Section 3.5(e), the
Subordination Agent shall, on the Notice Date (or as soon as possible thereafter), in accordance
with the terms of the expiring Liquidity Facility (a “Non-Extended Facility”), request a
drawing under such Non-Extended Facility (such drawing, a “Non-Extension Drawing”) of the
Available Amount thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be maintained
and invested in accordance with Section 3.5(f) hereof.




          (e) Issuance of Replacement Liquidity Facility. (i) At any time, US Airways may, at
its option, with cause or without cause, arrange for a Replacement Liquidity Facility to replace
both Liquidity Facilities (including any Replacement Liquidity Facility provided pursuant to
Section 3.5(e)(ii) hereof); provided, however, that the Liquidity Provider for any
Liquidity Facility shall not be replaced by US Airways as a Liquidity Provider with respect to such
Liquidity Facility prior to the first anniversary of the Closing Date unless (A) there shall have
become due to such Liquidity Provider, or such Liquidity Provider shall have demanded, amounts
pursuant to Section 3.01, 3.02 or 3.03 of any applicable Liquidity Facility and the replacement of
such initial Liquidity Provider would reduce or eliminate the obligation to pay such amounts or US
Airways determines in good faith that there is a substantial likelihood that such Liquidity
Provider will have the right to claim any such amounts (unless such Liquidity Provider waives, in
writing, any right it may have to claim such amounts), which determination shall be set forth in a
certificate delivered by US Airways to such Liquidity Provider setting forth the basis for such
determination and accompanied by an opinion of outside counsel selected by US Airways and
reasonably acceptable to such Liquidity Provider verifying the legal conclusions, if any, of such
certificate relating to such basis, provided that, in the case of any likely claim for such
amounts based upon any proposed change in, law, rule, regulation, interpretation, directive,
requirement, request or administrative practice, such opinion may assume the adoption or
promulgation of such proposed matter, (B) it shall become unlawful or impossible for such Liquidity
Provider (or its Facility Office) to maintain or fund its LIBOR Advances as described in Section
3.10 of any Liquidity Facility, (C) any Liquidity Facility of such Liquidity Provider shall become
a Downgraded Facility or a Non-Extended Facility or a Downgrade Drawing or a Non-Extension Drawing
shall have occurred under any Liquidity Facility of such Liquidity Provider or (D) such Liquidity
Provider shall have breached any of its payment (including, without limitation, funding)
obligations under any Liquidity Facility in respect of which it is the Liquidity Provider. If such
Replacement Liquidity Facility is provided at any time after a Downgrade Drawing, a Non-Extension
Drawing or a Special Termination Drawing has been made, all funds on deposit in the relevant Cash
Collateral Account will be returned to the Liquidity Provider being replaced.




               (ii) If any Liquidity Provider shall determine not to extend any of its Liquidity Facilities
in accordance with Section 3.5(d), then such Liquidity Provider may, at its option, arrange for a
Replacement Liquidity Facility to replace such Liquidity Facility during the period no earlier than
40 days and no later than 25 days prior to the then effective Expiry Date of such Liquidity
Facility. At any time after a Non-Extension Drawing has been made under any Liquidity Facility,
the Liquidity Provider thereunder may, at its option, arrange for a Replacement Liquidity Facility
to replace the Liquidity Facility under which such Non-Extension Drawing has been made.



34









 





               (iii) No Replacement Liquidity Facility arranged by US Airways or a Liquidity Provider in
accordance with clause (i) or (ii) above or pursuant to Section 3.5(c), respectively, shall become
effective and no such Replacement Liquidity Facility shall be deemed a “Liquidity Facility” under
the Operative Agreements, unless and until (A) each of the conditions referred to in sub-clauses
(iv)(x) and (z) below shall have been satisfied, (B) if such Replacement Liquidity Facility shall
materially adversely affect the rights, remedies, interests or obligations of the Class A
Certificateholders or the Class B Certificateholders under any of the Operative Agreements, the
applicable Trustee shall have consented, in writing, to the execution and issuance of such
Replacement Liquidity Facility and (C) in the case of a Replacement Liquidity Facility arranged by
a Liquidity Provider under Section 3.5(e)(ii) or pursuant to Section 3.5(c), such Replacement
Liquidity Facility is acceptable to US Airways.



               (iv) In connection with the issuance of each Replacement Liquidity Facility, the Subordination
Agent shall (x) prior to the issuance of such Replacement Liquidity Facility, obtain written
confirmation from each Rating Agency that such Replacement Liquidity Facility will not cause a
reduction of any rating then in effect for any Class of Certificates by such Rating Agency (without
regard to any downgrading of any rating of any Liquidity Provider being replaced pursuant to
Section 3.5(c) hereof), (y) pay all Liquidity Obligations then owing to the replaced Liquidity
Provider (which payment shall be made first from available funds in the applicable Cash Collateral
Account as described in clause (v) of Section 3.5(f) hereof, and thereafter from any other
available source, including, without limitation, a drawing under the Replacement Liquidity
Facility) and (z) cause the issuer of the Replacement Liquidity Facility to deliver the Replacement
Liquidity Facility to the Subordination Agent, together with a legal opinion opining that such
Replacement Liquidity Facility is an enforceable obligation of such Replacement Liquidity Provider.



               (v) Upon satisfaction of the conditions set forth in clauses (iii) and (iv) of this Section
3.5(e) with respect to a Replacement Liquidity Facility, (w) the replaced Liquidity Facility shall
terminate, (x) the Subordination Agent shall, if and to the extent so requested by US Airways or
the Liquidity Provider being replaced, execute and deliver any certificate or other instrument
required in order to terminate the replaced Liquidity Facility, shall surrender the replaced
Liquidity Facility to the Liquidity Provider being replaced and shall execute and deliver the
Replacement Liquidity Facility and any associated Fee Letters, (y) each of the parties hereto shall
enter into any amendments to this Agreement necessary to give effect to (1) the replacement of the
applicable Liquidity Provider with the applicable Replacement Liquidity Provider and (2) the
replacement of the applicable Liquidity Facility with the applicable Replacement Liquidity Facility
and (z) the applicable Replacement Liquidity Provider shall be deemed to be a Liquidity Provider
with the rights and obligations of a Liquidity Provider hereunder and under the other Operative
Agreements and such Replacement Liquidity Facility shall be deemed to be a Liquidity Facility
hereunder and under the other Operative Agreements.



          (f) Cash Collateral Accounts; Withdrawals; Investments. In the event the
Subordination Agent shall draw all available amounts under the Class A Liquidity Facility or the
Class B Liquidity Facility pursuant to Section 3.5(c), 3.5(d), 3.5(i) or 3.5(m) hereof, or in the
event amounts are to be deposited in the Class A Cash Collateral Account or the Class B Cash
Collateral Account pursuant to subclause (A) or (B) of clause “fourth” of Section 3.2, amounts so
drawn or to be deposited, as the case may be, shall be deposited by the Subordination Agent in






35









 







the Class A Cash Collateral Account or the Class B Cash Collateral Account, as applicable.
All amounts on deposit in each Cash Collateral Account shall be invested and reinvested in Eligible
Investments in accordance with Section 2.2(b) hereof.




          On each Interest Payment Date (or, in the case of any Special Distribution Date with respect
to the distribution of a Special Payment, on such Special Distribution Date), Investment Earnings
on amounts on deposit in each Cash Collateral Account with respect to any Liquidity Facility (or,
in the case of any Special Distribution Date with respect to the distribution of a Special Payment,
so long as no Indenture Default shall have occurred and be continuing under any Trust Indenture, a
fraction of such Investment Earnings equal to the Section 2.4 Fraction) shall be deposited in the
Collection Account (or, in the case of any Special Distribution Date with respect to the
distribution of a Special Payment, the Special Payments Account) and applied on such Interest
Payment Date (or Special Distribution Date, as the case may be) in accordance with Section 3.2 or
3.3 (as applicable). The Subordination Agent shall deliver a written statement to US Airways and
each Liquidity Provider one day prior to each Interest Payment Date and Special Distribution Date
setting forth the aggregate amount of Investment Earnings held in the Cash Collateral Accounts as
of such date. In addition, from and after the date funds are so deposited, the Subordination Agent
shall make withdrawals from such accounts as follows:





     (i) on each Distribution Date, the Subordination Agent shall, to the extent it shall
not have received funds to pay accrued and unpaid interest due and owing on the Class A
Certificates (at the Stated Interest Rate for the Class A Certificates) after giving effect
to the subordination provisions of this Agreement, withdraw from the Class A Cash Collateral
Account, and pay to the Class A Trustee, an amount equal to the lesser of (x) an amount
necessary to pay accrued and unpaid interest (at the Stated Interest Rate for the Class A
Certificates) on the Class A Certificates (excluding interest, if any, payable with respect
to the Deposits relating to the Class A Trust) and (y) the amount on deposit in the Class A
Cash Collateral Account;




     (ii) on each Distribution Date, the Subordination Agent shall, to the extent it shall
not have received funds to pay accrued and unpaid interest due and owing on the Class B
Certificates (at the Stated Interest Rate for the Class B Certificates) after giving effect
to the subordination provisions of this Agreement, withdraw from the Class B Cash Collateral
Account, and pay to the Class B Trustee, an amount equal to the lesser of (x) an amount
necessary to pay accrued and unpaid interest (at the Stated Interest Rate for the Class B
Certificates) on the Class B Certificates (excluding interest, if any, payable with respect
to the Deposits relating to the Class B Trust) and (y) the amount on deposit in the Class B
Cash Collateral Account;




     (iii) on each date on which the Pool Balance of the Class A Trust shall have been
reduced by payments made to the Class A Certificateholders pursuant to Section 3.2 hereof or
pursuant to Section 2.03 of the Escrow and Paying Agent Agreement for such Class, the
Subordination Agent shall withdraw from the Class A Cash Collateral Account such amount as
is necessary so that, after giving effect to the reduction of the Pool Balance on such date
(and any reduction in the amounts on deposit in the Class A Cash Collateral Account
resulting from a prior withdrawal of amounts on deposit in the Class



36









 







A Cash Collateral Account on such date) and any transfer of Investment Earnings from
such Cash Collateral Account to the Collection Account or the Special Payments Account on
such date, an amount equal to the sum of the Required Amount (with respect to the Class A
Liquidity Facility) plus (if on a Distribution Date not coinciding with an Interest Payment
Date) Investment Earnings on deposit in such Cash Collateral Account (after giving effect to
any such transfer of Investment Earnings) will be on deposit in the Class A Cash Collateral
Account and shall first, pay such withdrawn amount to the Class A Liquidity Provider until
the Liquidity Obligations (with respect to the Class A Certificates) owing to such Liquidity
Provider shall have been paid in full, and second, deposit any remaining withdrawn amount in
the Collection Account;




     (iv) on each date on which the Pool Balance of the Class B Trust shall have been
reduced by payments made to the Class B Certificateholders pursuant to Section 3.2 hereof or
pursuant to Section 2.03 of the Escrow and Paying Agent Agreement for such Class, the
Subordination Agent shall withdraw from the Class B Cash Collateral Account such amount as
is necessary so that, after giving effect to the reduction of the Pool Balance on such date
(and any reduction in the amounts on deposit in the Class B Cash Collateral Account
resulting from a prior withdrawal of amounts on deposit in the Class B Cash Collateral
Account on such date) and any transfer of Investment Earnings from such Cash Collateral
Account to the Collection Account or the Special Payments Account on such date, an amount
equal to the sum of the Required Amount (with respect to the Class B Liquidity Facility)
plus (if on a Distribution Date not coinciding with an Interest Payment Date) Investment
Earnings on deposit in such Cash Collateral Account (after giving effect to any such
transfer of Investment Earnings) will be on deposit in the Class B Cash Collateral Account
and shall first, pay such withdrawn amount to the Class B Liquidity Provider until the
Liquidity Obligations (with respect to the Class B Certificates) owing to such Liquidity
Provider shall have been paid in full, and second, deposit any remaining withdrawn amount in
the Collection Account;




     (v) if a Replacement Liquidity Facility for any Class of Certificates shall be
delivered to the Subordination Agent following the date on which funds have been deposited
into the Cash Collateral Account related to the Liquidity Facility for such Class of
Certificates, the Subordination Agent shall withdraw all amounts on deposit in such Cash
Collateral Account and shall pay such amounts to the replaced Liquidity Provider until all
Liquidity Obligations owed to such Person shall have been paid in full, and shall deposit
any remaining amount in the Collection Account; and




     (vi) following the payment of Final Distributions with respect to any Class of
Certificates, on the date on which the Subordination Agent shall have been notified by the
Liquidity Provider for such Class of Certificates that the Liquidity Obligations owed to
such Liquidity Provider have been paid in full, the Subordination Agent shall withdraw all
amounts on deposit in the Cash Collateral Account related to the Liquidity Facility in
respect of such Class of Certificates and shall deposit such amount in the Collection
Account.



          (g) Reinstatement. With respect to any Interest Drawing under the Liquidity Facility
for any Trust, upon the reimbursement of the applicable Liquidity Provider for all or any






37









 







part of the amount of such Interest Drawing, together with any accrued interest thereon, the
Available Amount of such Liquidity Facility shall be reinstated by an amount equal to the amount of
such Interest Drawing so reimbursed to the applicable Liquidity Provider but not to exceed the
Stated Amount for such Liquidity Facility; provided, however, that such Liquidity
Facility shall not be so reinstated in part or in full at any time if (x) both a Performing Note
Deficiency exists and a Liquidity Event of Default shall have occurred and be continuing with
respect to the relevant Liquidity Facility or (y) a Final Drawing, a Non-Extension Drawing, a
Downgrade Drawing or a Special Termination Drawing shall have occurred with respect to such
Liquidity Facility or an Interest Drawing for such Liquidity Facility shall have been converted
into a Final Drawing. In the event that, with respect to any Liquidity Facility, (i) funds are
withdrawn from the related Cash Collateral Account pursuant to clause (i) or (ii) of Section 3.5(f)
hereof or (ii) such Liquidity Facility shall become a Downgraded Facility or a Non-Extended
Facility at a time when unreimbursed Interest Drawings under such Liquidity Facility have reduced
the Available Amount thereunder to zero, then funds received by the Subordination Agent at any time
other than (x) any time when a Liquidity Event of Default shall have occurred and be continuing
with respect to such Liquidity Facility and a Performing Note Deficiency exists or (y) any time
after a Final Drawing shall have occurred with respect to such Liquidity Facility or an Interest
Drawing for such Liquidity Facility shall have been converted into a Final Drawing, shall be
deposited in such Cash Collateral Account as and to the extent provided in clause “fourth” of
Section 3.2 and applied in accordance with Section 3.5(f) hereof.




          (h) Reimbursement. The amount of each drawing under the Liquidity Facilities shall be
due and payable, together with interest thereon, on the dates and at the rates, respectively,
provided in the Liquidity Facilities.




          (i) Final Drawing. Upon receipt from a Liquidity Provider of a Termination Notice
with respect to any Liquidity Facility, the Subordination Agent shall, not later than the date
specified in such Termination Notice, in accordance with the terms of such Liquidity Facility,
request a drawing under such Liquidity Facility of all available and undrawn amounts thereunder (a
“Final Drawing”). Amounts drawn pursuant to a Final Drawing shall be maintained and
invested in accordance with Section 3.5(f) hereof.




          (j) Adjustments of Stated Amount. Promptly following each date on which the Required
Amount of the Liquidity Facility for a Class of Certificates is reduced as a result of a reduction
in the Pool Balance with respect to such Certificates or otherwise, the Stated Amount of such
Liquidity Facility shall automatically be adjusted to an amount equal to the Required Amount with
respect to such Liquidity Facility (as calculated by the Subordination Agent after giving effect to
such payment).




          (k) Relation to Subordination Provisions. Interest Drawings under the Liquidity
Facilities and withdrawals from the Cash Collateral Accounts relating to such Liquidity Facilities,
in each case, in respect of interest on the Certificates of any Class, will be distributed to the
Trustee for such Class of Certificates, notwithstanding Section 3.2 hereof.




          (l) Assignment of Liquidity Facility. The Subordination Agent agrees not to consent
to the assignment by any Liquidity Provider of any of its rights or obligations under any Liquidity
Facility or any interest therein, unless (i) US Airways shall have consented to such






38









 







assignment and (ii) each Rating Agency shall have provided a Ratings Confirmation in respect
of such assignment; provided, that the Subordination Agent shall consent to such assignment
if the conditions in the foregoing clauses (i) and (ii) are satisfied, and the foregoing is not
intended to and shall not be construed to limit the rights of the initial Liquidity Provider under
Section 3.5(e)(ii).




          (m) Special Termination Drawing. Upon receipt of a Special Termination Notice with
respect to any Liquidity Facility, the Subordination Agent shall, not later than the date specified
in such Special Termination Notice, in accordance with the terms of such Liquidity Facility,
request a drawing under such Liquidity Facility of all available and undrawn amounts thereunder (a
“Special Termination Drawing”). Amounts drawn pursuant to a Special Termination Drawing
shall be maintained and invested in accordance with Section 3.5(f) hereof.




ARTICLE IV




EXERCISE OF REMEDIES



          SECTION 4.1. Directions from the Controlling Party. (a) (i) Following the
occurrence and during the continuation of an Indenture Default under any Trust Indenture, the
Controlling Party shall direct the Subordination Agent, as the holder of Equipment Notes issued
under such Trust Indenture, which in turn shall direct the Indenture Trustee under such Trust
Indenture, in the exercise of remedies available to the holder of such Equipment Notes, including,
without limitation, the ability to vote all such Equipment Notes held by the Subordination Agent in
favor of Accelerating such Equipment Notes in accordance with the provisions of such Trust
Indenture. If the Equipment Notes issued pursuant to any Trust Indenture and held by the
Subordination Agent have been Accelerated following an Indenture Default with respect thereto, the
Controlling Party may direct the Subordination Agent to sell, assign, contract to sell or otherwise
dispose of and deliver all (but not less than all) of such Equipment Notes to any Person at public
or private sale, at any location at the option of the Controlling Party, all upon such terms and
conditions as it may reasonably deem advisable in accordance with applicable law.




          (ii) Following the occurrence and during the continuation of an Indenture Default under any
Trust Indenture, in the exercise of remedies pursuant to such Trust Indenture, the Indenture
Trustee under such Trust Indenture may be directed to lease the related Aircraft to any Person
(including US Airways) so long as the Indenture Trustee in doing so acts in a “commercially
reasonable” manner within the meaning of Article 9 of the Uniform Commercial Code as in effect in
any applicable jurisdiction (including Sections 9-610 and 9-627 thereof).




          (iii) Notwithstanding the foregoing, so long as any Certificates remain Outstanding, during
the period ending on the date which is nine months after the earlier of (x) the Acceleration of the
Equipment Notes issued pursuant to any Trust Indenture and (y) the occurrence of a US Airways
Bankruptcy Event, without the consent of each Trustee, no Aircraft subject to the Lien of such
Trust Indenture or such Equipment Notes may be sold if the net proceeds from such sale would be
less than the Minimum Sale Price for such Aircraft or such Equipment Notes.







39









 








          (iv) Upon the occurrence and continuation of an Indenture Default under any Trust Indenture,
the Subordination Agent will obtain three desktop appraisals from the Appraisers selected by the
Controlling Party setting forth the current market value, current lease rate and distressed value
(in each case, as defined by the International Society of Transport Aircraft Trading or any
successor organization) of the Aircraft subject to such Trust Indenture (each such appraisal, an
“Appraisal” and the current market value appraisals being referred to herein as the
“Post-Default Appraisals”). For so long as any Indenture Default shall be continuing under
any Trust Indenture, and without limiting the right of the Controlling Party to request more
frequent Appraisals, the Subordination Agent will obtain updated Appraisals on the date that is 364
days from the date of the most recent Appraisal (or if a US Airways Bankruptcy Event shall have
occurred and is continuing, on the date that is 180 days from the date of the most recent
Appraisal).




          (b) Following the occurrence and during the continuance of an Indenture Default under any
Trust Indenture, the Controlling Party shall take such actions as it may reasonably deem most
effectual to complete the sale or other disposition of the relevant Aircraft or Equipment Notes.
In addition, in lieu of any sale, assignment, contract to sell or other disposition, the
Controlling Party may maintain or cause the Subordination Agent to maintain possession of such
Equipment Notes and continue to apply monies received in respect of such Equipment Notes in
accordance with Article III hereof. In addition, in lieu of such sale, assignment, contract to
sell or other disposition, or in lieu of such maintenance of possession, the Controlling Party may,
subject to the terms and conditions of the related Trust Indenture, instruct the Indenture Trustee
under such Trust Indenture to foreclose on the Lien on the related Aircraft or to take any other
remedial action permitted under such Trust Indenture or under any applicable law.




          (c) If following a US Airways Bankruptcy Event and during the pendency thereof, the
Controlling Party receives a proposal from or on behalf of US Airways to restructure the financing
of any one or more of the Aircraft, the Controlling Party shall promptly thereafter give the
Subordination Agent and each Trustee notice of the material economic terms and conditions of such
restructuring proposal whereupon the Subordination Agent acting on behalf of each Trustee shall
endeavor using reasonable commercial efforts to make such terms and conditions of such
restructuring proposal available to all Certificateholders (whether by posting on DTC’s Internet
board or otherwise). Thereafter, neither the Subordination Agent nor any Trustee, whether acting
on instructions of the Controlling Party or otherwise, may, without the consent of each Trustee,
enter into any term sheet, stipulation or other agreement (whether in the form of an adequate
protection stipulation, an extension under Section 1110(b) of the Bankruptcy Code or otherwise) to
effect any such restructuring proposal with or on behalf of US Airways unless and until the
material economic terms and conditions of such restructuring shall have been made available to all
Certificateholders for a period of not less than 15 calendar days (except that such requirement
shall not apply to any such term sheet, stipulation or other agreement that is entered into on or
prior to the expiry of the 60-Day Period and that is effective for a period not longer than three
months from the expiry of the 60-Day Period). In the event that any Class B Certificateholder or
Class C Certificateholder gives irrevocable notice of the exercise of its right to purchase all
(but not less than all) of the Class of Certificates represented by the then Controlling Party
pursuant to the applicable Trust Agreement prior to the expiry of the 15-day notice period
specified above, such Controlling Party may not direct the Subordination Agent or






40









 







any Trustee to enter into any such restructuring proposal with respect to any of the Aircraft
unless and until such Certificateholder shall fail to purchase such Class of Certificates on the
date that it is required to make such purchase.




          SECTION 4.2. Remedies Cumulative. Each and every right, power and remedy given to
the Trustees, the Liquidity Providers, the Controlling Party or the Subordination Agent
specifically or otherwise in this Agreement shall be cumulative and shall be in addition to every
other right, power and remedy herein specifically given or now or hereafter existing at law, in
equity or by statute, and each and every right, power and remedy whether specifically herein given
or otherwise existing may, subject always to the terms and conditions hereof, be exercised from
time to time and as often and in such order as may be deemed expedient by any Trustee, any
Liquidity Provider, the Controlling Party or the Subordination Agent, as appropriate, and the
exercise or the beginning of the exercise of any power or remedy shall not be construed to be a
waiver of the right to exercise at the same time or thereafter any other right, power or remedy.
No delay or omission by any Trustee, any Liquidity Provider, the Controlling Party or the
Subordination Agent in the exercise of any right, remedy or power or in the pursuit of any remedy
shall impair any such right, power or remedy or be construed to be a waiver of any default or to be
an acquiescence therein.




          SECTION 4.3. Discontinuance of Proceedings. In case any party to this Agreement
(including the Controlling Party in such capacity) shall have instituted any Proceeding to enforce
any right, power or remedy under this Agreement by foreclosure, entry or otherwise, and such
Proceeding shall have been discontinued or abandoned for any reason or shall have been determined
adversely to the Person instituting such Proceeding, then and in every such case each such party
shall, subject to any determination in such Proceeding, be restored to its former position and
rights hereunder, and all rights, remedies and powers of such party shall continue as if no such
Proceeding had been instituted.




          SECTION 4.4. Right of Certificateholders and the Liquidity Providers to Receive Payments
Not to Be Impaired. Anything in this Agreement to the contrary notwithstanding but subject to
each Trust Agreement, the right of any Certificateholder or any Liquidity Provider, respectively,
to receive payments hereunder (including without limitation pursuant to Section 3.2 hereof) when
due, or to institute suit for the enforcement of any such payment on or after the applicable
Distribution Date, shall not be impaired or affected without the consent of such Certificateholder
or such Liquidity Provider, respectively.




          SECTION 4.5. Undertaking for Costs. In any Proceeding for the enforcement of any
right or remedy under this Agreement or in any Proceeding against any Controlling Party or the
Subordination Agent for any action taken or omitted by it as Controlling Party or Subordination
Agent, as the case may be, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party
litigant in the suit, having due regard to the merits and good faith of the claims or defenses made
by the party litigant. The provisions of this Section do not apply to a suit instituted by the
Subordination Agent, a Liquidity Provider or a Trustee or a suit by Certificateholders holding more
than 10% of the original principal amount of any Class of Certificates.








41









 








ARTICLE V




DUTIES OF THE SUBORDINATION AGENT;

AGREEMENTS OF TRUSTEES, ETC.



          SECTION 5.1. Notice of Indenture Default or Triggering Event. (a) In the event the
Subordination Agent shall have actual knowledge of the occurrence of an Indenture Default or a
Triggering Event, as promptly as practicable, and in any event within 10 days after obtaining
knowledge thereof, the Subordination Agent shall transmit by mail or courier to the Rating
Agencies, the Liquidity Providers and the Trustees notice of such Indenture Default or Triggering
Event, unless such Indenture Default or Triggering Event shall have been cured or waived. For all
purposes of this Agreement, in the absence of actual knowledge on the part of a Responsible
Officer, the Subordination Agent shall not be deemed to have knowledge of any Indenture Default or
Triggering Event unless notified in writing by one or more Trustees, one or more of the Liquidity
Providers or one or more Certificateholders.




          (b) Other Notices. The Subordination Agent will furnish to each Liquidity Provider
and each Trustee, promptly upon receipt thereof, duplicates or copies of all reports, notices,
requests, demands, certificates, financial statements and other instruments furnished to the
Subordination Agent as registered holder of the Equipment Notes or otherwise in its capacity as
Subordination Agent to the extent the same shall not have been otherwise directly distributed to
such Liquidity Provider or Trustee, as applicable, pursuant to the express provision of any other
Operative Agreement.




          (c) Securities Position. Upon the occurrence of an Indenture Default, the
Subordination Agent shall instruct the Trustees to, and the Trustees shall, request that DTC post
on its Internet bulletin board a securities position listing setting forth the names of all the
parties reflected on DTC’s books as holding interests in the Certificates.




          (d) Reports. Promptly after the occurrence of a Triggering Event or an Indenture
Default resulting from the failure of US Airways to make payments on any Equipment Note and on
every Regular Distribution Date while the Triggering Event or such Indenture Default shall be
continuing, the Subordination Agent will provide to the Trustee, the Liquidity Providers, the
Rating Agencies and US Airways a statement setting forth the following information:




               (i) after a US Airways Bankruptcy Event, with respect to each Aircraft, whether such Aircraft
is (A) subject to the 60-day period of Section 1110(a)(2)(A) of the Bankruptcy Code, (B) subject to
an election by US Airways under Section 1110(a) of the Bankruptcy Code, (C) covered by an agreement
contemplated by Section 1110(b) of the Bankruptcy Code or (D) not subject to any of (A), (B) or
(C);



               (ii) to the best of the Subordination Agent’s knowledge, after requesting such information
from US Airways, (A) whether the Aircraft are currently in service or parked in storage, (B) the
maintenance status of the Aircraft and (C) the location of the Engines (as defined in the Trust
Indentures);



42









 





               (iii) the current Pool Balance of the Certificates, the Preferred B Pool Balance, the
Preferred C Pool Balance and the outstanding principal amount of all Equipment Notes;



               (iv) the expected amount of interest which will have accrued on the Equipment Notes and on the
Certificates as of the next Regular Distribution Date;



               (v) the amounts paid to each Person on such Distribution Date pursuant to this Agreement;



               (vi) details of the amounts paid on such Distribution Date identified by reference to the
relevant provision of this Agreement and the source of payment (by Aircraft and party);



               (vii) if the Subordination Agent has made a Final Drawing under any Liquidity Facility;



               (viii) the amounts currently owed to each Liquidity Provider;



               (ix) the amounts drawn under each Liquidity Facility; and



               (x) after a US Airways Bankruptcy Event, any operational reports filed by US Airways with the
bankruptcy court which are available to the Subordination Agent on a non-confidential basis.



          SECTION 5.2. Indemnification. The Subordination Agent shall not be required to take
any action or refrain from taking any action under Section 5.1 (other than the first sentence
thereof) or Article IV hereof unless the Subordination Agent shall have been indemnified (to the
extent and in the manner reasonably satisfactory to the Subordination Agent) against any liability,
cost or expense (including counsel fees and expenses) which may be incurred in connection
therewith. The Subordination Agent shall not be under any obligation to take any action under this
Agreement and nothing contained in this Agreement shall require the Subordination Agent to expend
or risk its own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it. The Subordination Agent shall not be required to take
any action under Section 5.1 (other than the first sentence thereof) or Article IV hereof, nor
shall any other provision of this Agreement be deemed to impose a duty on the Subordination Agent
to take any action, if the Subordination Agent shall have been advised by counsel that such action
is contrary to the terms hereof or is otherwise contrary to law.




          SECTION 5.3. No Duties Except as Specified in this Intercreditor Agreement. The
Subordination Agent shall not have any duty or obligation to take or refrain from taking any action
under, or in connection with, this Agreement, except as expressly provided by the terms of this
Agreement; and no implied duties or obligations shall be read into this Agreement against the
Subordination Agent. The Subordination Agent agrees that it will, in its individual capacity and
at its own cost and expense (but without any right of indemnity in respect of any such cost or






43









 







expense under Section 5.2 or 7.1 hereof) promptly take such action as may be necessary to duly
discharge all Liens on any of the Trust Accounts or any monies deposited therein which result from
claims against it in its individual capacity not related to its activities hereunder or any other
Operative Agreement.




          SECTION 5.4. Notice from the Liquidity Providers and Trustees. If any Liquidity
Provider or Trustee has notice of an Indenture Default or a Triggering Event, such Person shall
promptly give notice thereof to each other party hereto, provided, however, that no
such Person shall have any liability hereunder as a result of its failure to deliver any such
notice.




ARTICLE VI




THE SUBORDINATION AGENT



          SECTION 6.1. Authorization; Acceptance of Trusts and Duties. Each of the Class A
Trustee and the Class B Trustee hereby designates and appoints the Subordination Agent as the agent
and trustee of such Trustee under the applicable Liquidity Facility and authorizes the
Subordination Agent to enter into the applicable Liquidity Facility as agent and trustee for such
Trustee. Each of the Liquidity Providers and the Trustees hereby designates and appoints the
Subordination Agent as the Subordination Agent under this Agreement. WTC hereby accepts the duties
hereby created and applicable to it as the Subordination Agent and agrees to perform the same but
only upon the terms of this Agreement and agrees to receive and disburse all monies received by it
in accordance with the terms hereof. The Subordination Agent shall not be answerable or
accountable under any circumstances, except (a) for its own willful misconduct or gross negligence
(or ordinary negligence in the handling of funds), (b) as provided in Sections 2.2 or 5.3 hereof
and (c) for liabilities that may result from the material inaccuracy of any representation or
warranty of the Subordination Agent made in its individual capacity in any Operative Agreement.
The Subordination Agent shall not be liable for any error of judgment made in good faith by a
Responsible Officer of the Subordination Agent, unless it is proved that the Subordination Agent
was negligent in ascertaining the pertinent facts.




          SECTION 6.2. Absence of Duties. The Subordination Agent shall have no duty to see to
any recording or filing of this Agreement or any other document, or to see to the maintenance of
any such recording or filing.




          SECTION 6.3. No Representations or Warranties as to Documents. The Subordination
Agent in its individual capacity does not make nor shall be deemed to have made any representation
or warranty as to the validity, legality or enforceability of this Agreement or any other Operative
Agreement or as to the correctness of any statement contained in any thereof, except for the
representations and warranties of the Subordination Agent, made in its individual capacity, under
any Operative Agreement to which it is a party. The Certificateholders, the Trustees and the
Liquidity Providers make no representation or warranty hereunder whatsoever.




          SECTION 6.4. No Segregation of Monies; No Interest. Any monies paid to or retained
by the Subordination Agent pursuant to any provision hereof and not then required to be






44









 







distributed to any Trustee or any Liquidity Provider as provided in Articles II and III hereof
or deposited into one or more Trust Accounts need not be segregated in any manner except to the
extent required by such Articles II and III and by law, and the Subordination Agent shall not
(except as otherwise provided in Section 2.2 hereof) be liable for any interest thereon;
provided, however, that any payments received or applied hereunder by the
Subordination Agent shall be accounted for by the Subordination Agent so that any portion thereof
paid or applied pursuant hereto shall be identifiable as to the source thereof.




          SECTION 6.5. Reliance; Agents; Advice of Counsel. The Subordination Agent shall not
incur liability to anyone in acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or paper believed by it to be
genuine and believed by it to be signed by the proper party or parties. As to the Pool Balance of
any Trust as of any date, the Subordination Agent may for all purposes hereof rely on a certificate
signed by any Responsible Officer of the applicable Trustee, and such certificate shall constitute
full protection to the Subordination Agent for any action taken or omitted to be taken by it in
good faith in reliance thereon. As to any fact or matter relating to the Liquidity Providers or
the Trustees the manner of ascertainment of which is not specifically described herein, the
Subordination Agent may for all purposes hereof rely on a certificate, signed by any Responsible
Officer of the applicable Liquidity Provider or Trustee, as the case may be, as to such fact or
matter, and such certificate shall constitute full protection to the Subordination Agent for any
action taken or omitted to be taken by it in good faith in reliance thereon. The Subordination
Agent shall assume, and shall be fully protected in assuming, that each of the Liquidity Providers
and each of the Trustees are authorized to enter into this Agreement and to take all action to be
taken by them pursuant to the provisions hereof, and shall not inquire into the authorization of
the Liquidity Providers and the Trustees with respect thereto. In the administration of the trusts
hereunder, the Subordination Agent may execute any of the trusts or powers hereof and perform its
powers and duties hereunder directly or through agents or attorneys and may consult with counsel,
accountants and other skilled persons to be selected and retained by it, and the Subordination
Agent shall not be liable for the acts or omissions of any agent appointed with due care or for
anything done, suffered or omitted in good faith by it in accordance with the advice or written
opinion of any such counsel, accountants or other skilled persons.




          SECTION 6.6. Capacity in Which Acting. The Subordination Agent acts hereunder solely
as agent and trustee herein and not in its individual capacity, except as otherwise expressly
provided in the Operative Agreements.




          SECTION 6.7. Compensation. The Subordination Agent shall be entitled to reasonable
compensation, including expenses and disbursements, for all services rendered hereunder and shall
have a priority claim to the extent set forth in Article III hereof on all monies collected
hereunder for the payment of such compensation, to the extent that such compensation shall not be
paid by others. The Subordination Agent agrees that it shall have no right against any Trustee or
Liquidity Provider for any fee as compensation for its services as agent under this Agreement. The
provisions of this Section 6.7 shall survive the termination of this Agreement.




          SECTION 6.8. May Become Certificateholder. The institution acting as Subordination
Agent hereunder may become a Certificateholder and have all rights and benefits






45









 







of a Certificateholder to the same extent as if it were not the institution acting as the
Subordination Agent.




          SECTION 6.9. Subordination Agent Required; Eligibility. There shall at all times be
a Subordination Agent hereunder which shall be a corporation organized and doing business under the
laws of the United States of America or of any State or the District of Columbia having a combined
capital and surplus of at least $100,000,000 (or the obligations of which, whether now in existence
or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and
doing business under the laws of the United States of America, any State thereof or of the District
of Columbia and having a combined capital and surplus of at least $100,000,000), if there is such
an institution willing and able to perform the duties of the Subordination Agent hereunder upon
reasonable or customary terms. Such corporation shall be a citizen of the United States and shall
be authorized under the laws of the United States or any State thereof or of the District of
Columbia to exercise corporate trust powers and shall be subject to supervision or examination by
federal, state or District of Columbia authorities. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of any of the aforesaid
supervising or examining authorities, then, for the purposes of this Section 6.9, the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published.




          In case at any time the Subordination Agent shall cease to be eligible in accordance with the
provisions of this Section, the Subordination Agent shall resign immediately in the manner and with
the effect specified in Section 8.1.




          SECTION 6.10. Money to Be Held in Trust. All Equipment Notes, monies and other
property deposited with or held by the Subordination Agent pursuant to this Agreement shall be held
in trust for the benefit of the parties entitled to such Equipment Notes, monies and other
property. All such Equipment Notes, monies or other property shall be held in the Trust Department
of the institution acting as Subordination Agent hereunder.




ARTICLE VII




INDEMNIFICATION OF SUBORDINATION AGENT



          SECTION 7.1. Scope of Indemnification. The Subordination Agent shall be indemnified
hereunder to the extent and in the manner described in Section 8.1 of the Participation Agreements
and Section 6 of the Note Purchase Agreement. The indemnities contained in such Sections of such
agreements shall survive the termination of this Agreement.




ARTICLE VIII




SUCCESSOR SUBORDINATION AGENT



          SECTION 8.1. Replacement of Subordination Agent; Appointment of Successor. The
Subordination Agent may resign at any time by so notifying each other party hereto. The
Controlling Party may remove the Subordination Agent for cause by so notifying the






46









 







Subordination Agent and may appoint a successor Subordination Agent. The Controlling Party
shall remove the Subordination Agent if:





     (1) the Subordination Agent fails to comply with Section 6.9 hereof;




     (2) the Subordination Agent is adjudged bankrupt or insolvent;




     (3) a receiver or other public officer takes charge of the Subordination Agent or its
property; or




     (4) the Subordination Agent otherwise becomes incapable of acting.



          If the Subordination Agent resigns or is removed or if a vacancy exists in the office of
Subordination Agent for any reason (the Subordination Agent in such event being referred to herein
as the retiring Subordination Agent), the Controlling Party shall promptly appoint a successor
Subordination Agent.




          A successor Subordination Agent shall deliver (x) a written acceptance of its appointment as
Subordination Agent hereunder to the retiring Subordination Agent and (y) a written assumption of
its obligations hereunder and under each Liquidity Facility to each party hereto, upon which the
resignation or removal of the retiring Subordination Agent shall become effective, and the
successor Subordination Agent shall have all the rights, powers and duties of the Subordination
Agent under this Agreement. The successor Subordination Agent shall mail a notice of its
succession to each other party hereto. The retiring Subordination Agent shall promptly transfer
its rights under each of the Liquidity Facilities and all of the property held by it as
Subordination Agent to the successor Subordination Agent.




          If a successor Subordination Agent does not take office within 60 days after the retiring
Subordination Agent resigns or is removed, the retiring Subordination Agent or one or more of the
Trustees may petition any court of competent jurisdiction for the appointment of a successor
Subordination Agent.




          If the Subordination Agent fails to comply with Section 6.9 hereof (to the extent applicable),
one or more of the Trustees or one or more of the Liquidity Providers may petition any court of
competent jurisdiction for the removal of the Subordination Agent and the appointment of a
successor Subordination Agent.




          Notwithstanding the foregoing, no resignation or removal of the Subordination Agent shall be
effective unless and until a successor has been appointed. No appointment of a successor
Subordination Agent shall be effective unless and until the Rating Agencies shall have delivered a
Ratings Confirmation.




ARTICLE IX




SUPPLEMENTS AND AMENDMENTS



47









 





          SECTION 9.1. Amendments, Waivers, Possible Future Issuance of Class C Certificates,
etc. (a) This Agreement may not be supplemented, amended or modified without the consent of
each Trustee (acting, except in the case of any amendment pursuant to Section 3.5(e)(v)(y) hereof
with respect to any Replacement Liquidity Facility or any amendment contemplated by the last
sentence of this Section 9.1(a), with the consent of holders of Certificates of the related Class
evidencing interests in the related Trust aggregating not less than a majority in interest in such
Trust or as otherwise authorized pursuant to the relevant Trust Agreement), the Subordination Agent
and each Liquidity Provider; provided, however, that this Agreement may be
supplemented, amended or modified without the consent of any Trustee if such supplement, amendment
or modification (i) is in accordance with Section 9.1(c) or Section 9.1(d) hereof or (ii) cures an
ambiguity or inconsistency or does not materially adversely affect such Trustee or the holders of
the related Class of Certificates; provided further, however, that, if such
supplement, amendment or modification (A) would (x) directly or indirectly modify or supersede, or
otherwise conflict with, Section 2.2(b), Section 3.5(e), Section 3.5(f)(other than the last
sentence thereof), Section 3.5(l), the last sentence of this Section 9.1(a), Section 9.1(c),
Section 9.1(d), the second sentence of Section 10.6 or this proviso (collectively, the “US
Airways Provisions”) or (y) otherwise adversely affect the interests of a potential Replacement
Liquidity Provider or of US Airways with respect to its ability to replace any Liquidity Facility
or with respect to its payment obligations under any Operative Agreement or (B) is made pursuant to
the last sentence of this Section 9.1(a) or pursuant to Section 9.1(c) or Section 9.1(d), then such
supplement, amendment or modification shall not be effective without the additional written consent
of US Airways. Notwithstanding the foregoing, without the consent of each Certificateholder and
each Liquidity Provider, no supplement, amendment or modification of this Agreement may (i) reduce
the percentage of the interest in any Trust evidenced by the Certificates issued by such Trust
necessary to consent to modify or amend any provision of this Agreement or to waive compliance
therewith, (ii) to the extent such Section relates to the rights or obligations of any Liquidity
Provider, Section 2.6(c) or (iii) except as provided in this Section 9.1(a), Section 9.1(c) or
Section 9.1(d), modify Section 2.4 or 3.2 hereof, relating to the distribution of monies received
by the Subordination Agent hereunder from the Equipment Notes or pursuant to the Liquidity
Facilities. Nothing contained in this Section shall require the consent of a Trustee at any time
following the payment of Final Distributions with respect to the related Class of Certificates. If
the Replacement Liquidity Facility for any Liquidity Facility in accordance with Section 3.5(e)
hereof is to be comprised of more than one instrument as contemplated by the definition of the term
“Replacement Liquidity Facility”, then each of the parties hereto agrees to amend this Agreement to
incorporate appropriate mechanics for multiple Liquidity Facilities for an individual Trust.




          (b) In the event that the Subordination Agent, as the registered holder of any Equipment
Notes, receives a request for the giving of any notice or for its consent to any amendment,
supplement, modification, consent or waiver under such Equipment Notes, the Trust Indenture
pursuant to which such Equipment Notes were issued, or the related Participation Agreement or other
related document, (i) if no Indenture Default shall have occurred and be continuing with respect to
such Trust Indenture, the Subordination Agent shall request directions with respect to each Series
of such Equipment Notes from the Trustee of the Trust which holds such Equipment Notes and shall
vote or consent in accordance with the directions of such Trustee, and (ii) if any Indenture
Default shall have occurred and be continuing with respect to such Trust Indenture, the
Subordination Agent will exercise its voting rights with respect to such






48









 







Equipment Notes as directed by the Controlling Party (subject to Sections 4.1 and 4.4 hereof);
provided that no such amendment, modification or waiver shall, without the consent of each
affected Certificateholder and each Liquidity Provider, reduce the amount of principal or interest
payable by US Airways under any Equipment Note or change the time of payments or method of
calculation of any amount under any Equipment Note.




          (c) If Series B Equipment Notes or Series C Equipment Notes issued with respect to all of the
Aircraft are redeemed and re-issued in accordance with the terms of Section 2.10(b) of each Trust
Indenture and Section 4(a)(v) of the Note Purchase Agreement, such series of re-issued Equipment
Notes (the “Refinancing Equipment Notes”) shall be issued to a new pass through trust (a
“Refinancing Trust”) that issues a class of pass through certificates (the “Refinancing
Certificates”) to certificateholders (the “Refinancing Certificateholders”) pursuant to
a pass through trust agreement (a “Refinancing Trust Agreement”) with a trustee (a
“Refinancing Trustee”). A Refinancing Trust, a Refinancing Trustee and the Refinancing
Certificates shall be subject to all of the provisions of this Agreement in the same manner as the
Trust, the Trustee and the Certificates of the Class corresponding to the series of the refinanced
Equipment Notes, including the subordination of the Refinancing Certificates to the Administration
Expenses, the Liquidity Obligations and the Class A Certificates and, if the Class C Certificates
are being refinanced, the Class B Certificates. Such issuance of Refinancing Equipment Notes and
Refinancing Certificates and the amendment of this Agreement as provided below shall require
Ratings Confirmation and shall not materially adversely affect any of the Trustees. This Agreement
shall be amended by written agreement of US Airways and the Subordination Agent to give effect to
the issuance of the Refinancing Certificates subject to the following terms and conditions:





     (i) the Refinancing Trustee shall be added as a party to this Agreement;




     (ii) the definitions of “Certificate”, “Class”, “Class B Certificates” (if applicable),
“Class C Certificates” (if applicable), “Final Legal Distribution Date”, “Trust”, “Trust
Agreement” and “Controlling Party” (and such other applicable definitions) shall be revised,
as appropriate, to reflect such issuance (and the subordination of the Refinancing
Certificates and the Refinancing Equipment Notes);




     (iii) with respect to any refinancing of the Class B Certificates, the Refinancing
Certificates related thereto may have the benefit of credit support similar to the Class B
Liquidity Facility, and claims for fees, interest, expenses, reimbursement of advances and
other obligations arising from such credit support may rank pari passu with similar claims
in respect of the Class A Liquidity Facility so long as a Ratings Confirmation and the prior
written consent of the Class A Liquidity Provider shall have been obtained; and with respect
to any refinancing of the Class C Certificates, the Refinancing Certificates related thereto
shall not have the benefit of any credit support similar to the Liquidity Facilities;




     (iv) the Refinancing Certificates cannot be issued to US Airways but may be issued to
any of US Airways’ Affiliates so long as such Affiliate shall have bankruptcy remote and
special purpose provisions in its certificate of incorporation or other



49









 







organizational documents and any subsequent transfer of the Refinancing Certificates to
any Affiliate of US Airways shall be similarly restricted; and




     (v) the scheduled payment dates on the Refinancing Equipment Notes shall be on the
Regular Distribution Dates.



          The issuance of the Refinancing Certificates in compliance with all of the foregoing terms of
this Section 9.1(c) shall not require the consent of any of the Trustees or the holders of any
Class of Certificates. Each of the Liquidity Providers hereby agrees and confirms that it shall be
deemed to consent to any issuance and amendment in accordance with this Section 9.1(c) (subject to
the Class A Liquidity Provider’s consent right in Section 9.1(c)(iii)) and any such issuance and
amendment shall not affect any of its respective obligations under the Liquidity Facilities.




          (d) Pursuant to the terms of Section 2.02 of each Trust Indenture and Section 4(a)(v) of the
Note Purchase Agreement, if Series C Equipment Notes were not issued on the Closing Date, Equipment
Notes of such Series may be issued at any time thereafter. If Series C Equipment Notes are issued
under one or more of the Trust Indentures, such Series C Equipment Notes shall be issued to a new
pass through trust, the Class C Trust referred to herein, that issues a class of pass through
certificates, the Class C Certificates referred to herein, to certificateholders, the Class C
Certificateholders referred to herein, pursuant to a pass through trust agreement, the Class C
Trust Agreement referred to herein, with a trustee, the Class C Trustee referred to herein. In
such case, this Agreement shall be amended by written agreement of US Airways and the Subordination
Agent to provide that, at the time that Class C Certificates are issued and the Class C Trustee
becomes a party hereto, the references to “Class C Adjusted Interest,” “Class C
Certificateholders,” “Class C Certificates,” “Class C Trust,” “Class C Trust Agreement” and “Class
C Trustee” shall become operative and have full force and effect. Such issuance and the amendment
of this Agreement (and any related amendments to the Trust Indentures necessary to give effect
thereto) shall require Ratings Confirmation and shall not materially adversely affect any of the
Trustees. This Agreement shall be amended by written agreement of US Airways and the Subordination
Agent to give effect to the issuance of Class C Certificates subject to the following terms and
conditions:




          (i) the Class C Trustee shall be added as a party to this Agreement;




          (ii) the definitions of “Final Legal Distribution Date” and “Stated Interest Rate” (and such
other applicable definitions) shall be revised, as appropriate, to reflect the issuance of the
Class C Certificates;




          (iii) the Class C Certificates shall not have the benefit of any credit support similar to the
Liquidity Facilities;




          (iv) if the Class C Certificates are issued prior to the Delivery Period Expiry Date (A) the
net proceeds thereof, if any, not applied to the purchase of Series C Equipment Notes on the date
of issuance thereof shall be held in escrow and placed in deposit on behalf of the escrow agent
with a depositary, all on terms and conditions, and under documentation, substantially similar to
the Deposit Agreements and Escrow and Paying Agent Agreements






50









 







applicable to the net proceeds of the Class A Certificates and Class B Certificates and (B)
the Series C Equipment Notes shall be issued and purchased by the Subordination Agent on behalf of
the Class C Trustee on terms and conditions, and under documentation, substantially similar to the
Note Purchase Agreement and Participation Agreement applicable to the purchase of the Series A
Equipment Notes and Series B Equipment Notes;




          (v) the Class C Certificates cannot be issued to US Airways but may be issued to any of US
Airways’ Affiliates so long as such Affiliate shall have bankruptcy remote and special purpose
provisions in its certificate of incorporation or other organizational documents and any subsequent
transfer of the Class C Certificates to any Affiliate of US Airways shall be similarly restricted;
and




          (vi) the Series C Equipment Notes shall bear a fixed rate of interest and the scheduled
payment dates on such Series C Equipment Notes shall be on the Regular Distribution Dates.




          The issuance of the Class C Certificates in compliance with all of the foregoing terms of this
Section 9.1(d) shall not require the consent of any of the Trustees or the holders of any Class of
Certificates. Each of the Liquidity Providers hereby agrees and confirms that it shall be deemed
to consent to any issuance and amendment in accordance with this Section 9.1(d) and any such
issuance and amendment shall not affect any of its respective obligations under the Liquidity
Facilities.




          SECTION 9.2. Subordination Agent Protected. If, in the reasonable opinion of the
institution acting as the Subordination Agent hereunder, any document required to be executed
pursuant to the terms of Section 9.1 affects any right, duty, immunity or indemnity with respect to
it under this Agreement or any Liquidity Facility, the Subordination Agent may in its discretion
decline to execute such document.




          SECTION 9.3. Effect of Supplemental Agreements. Upon the execution of any amendment,
consent or supplement hereto pursuant to the provisions hereof, this Agreement shall be and be
deemed to be and shall be modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Agreement of the parties
hereto and beneficiaries hereof shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms and conditions of
any such supplemental agreement shall be and be deemed to be and shall be part of the terms and
conditions of this Agreement for any and all purposes. In executing or accepting any supplemental
agreement permitted by this Article IX, the Subordination Agent shall be entitled to receive, and
shall be fully protected in relying upon, an opinion of counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement.



          SECTION 9.4. Notice to Rating Agencies. Promptly upon receipt of any amendment, consent,
modification, supplement or waiver contemplated by this Article IX and prior to taking any action
required to be taken thereunder, the Subordination Agent shall send a copy thereof to each Rating
Agency.








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ARTICLE X




MISCELLANEOUS



          SECTION 10.1. Termination of Intercreditor Agreement. Following payment of Final
Distributions with respect to each Class of Certificates and the payment in full of all Liquidity
Obligations to the Liquidity Providers and provided that there shall then be no other
amounts due to the Certificateholders, the Trustees, the Liquidity Providers and the Subordination
Agent hereunder or under the Trust Agreements, and that the commitment of the Liquidity Providers
under the Liquidity Facilities shall have expired or been terminated, this Agreement and the trusts
created hereby shall terminate and this Agreement shall be of no further force or effect. Except
as aforesaid or otherwise provided, this Agreement and the trusts created hereby shall continue in
full force and effect in accordance with the terms hereof.




          SECTION 10.2. Intercreditor Agreement for Benefit of Trustees, Liquidity Providers and
Subordination Agent. Subject to the second sentence of Section 10.6 and the provisions of
Sections 4.4 and 9.1, nothing in this Agreement, whether express or implied, shall be construed to
give to any Person other than the Trustees, the Liquidity Providers and the Subordination Agent any
legal or equitable right, remedy or claim under or in respect of this Agreement.




          SECTION 10.3. Notices. Unless otherwise expressly specified or permitted by the
terms hereof, all notices, requests, demands, authorizations, directions, consents, waivers or
documents provided or permitted by this Agreement to be made, given, furnished or filed shall be in
writing, mailed by certified mail, postage prepaid, or by confirmed telecopy and




          (i) if to the Subordination Agent, addressed to at its office at:



WILMINGTON TRUST COMPANY

1100 N. Market Street

Wilmington, DE 19890-1605

Attention: Corporate Capital Market Services

Telecopy: (302) 636-4140




          (ii) if to any Trustee, addressed to it at its office at:



WILMINGTON TRUST COMPANY

1100 N. Market Street

Wilmington, DE 19890-1605

Attention: Corporate Capital Market Services

Telecopy: (302) 636-4140




          (iii) if to the Liquidity Provider, addressed to it at its office at:



NATIXIS S.A. acting through its New York Branch

9 West 57th Street, 35th Floor

New York, NY 10019

Attention: Lily Cheung







52









 







Telecopy: (212) 891-1900

Email: EETC_reports@us.natixis.com



and



1251 Avenue of the Americas

New York, NY 10020

Attention: Martha Sealy

Telecopy: (347) 402-3031



Whenever any notice in writing is required to be given by any Trustee, any Liquidity Provider or
the Subordination Agent to any of the other of them, such notice shall be deemed given and such
requirement satisfied when such notice is received. Any party hereto may change the address to
which notices to such party will be sent by giving notice of such change to the other parties to
this Agreement.




          SECTION 10.4. Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.




          SECTION 10.5. No Oral Modifications or Continuing Waivers. No terms or provisions of
this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party or other Person against whom enforcement of the change, waiver,
discharge or termination is sought and any other party or other Person whose consent is required
pursuant to this Agreement and any waiver of the terms hereof shall be effective only in the
specific instance and for the specific purpose given.




          SECTION 10.6. Successors and Assigns. All covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, each of the parties hereto and the successors
and assigns of each, all as herein provided. In addition, the US Airways Provisions shall inure to
the benefit of US Airways and its successors and assigns, and (without limitation of the foregoing)
US Airways is hereby constituted, and agreed to be, an express third party beneficiary of the US
Airways Provisions. Upon the occurrence of the Transfers contemplated by the Assignment and
Assumption Agreements, (i) the Trustee of the Original Class A Trust shall (without any further
act) be deemed to have transferred all of its rights, title and interest in and to this Agreement
to the trustee of the Successor Class A Trust and, thereafter, the trustee of the Successor Class A
Trust shall be deemed to be the “Trustee” of the Successor Class A Trust with the rights and
obligations of the “Trustee” hereunder and under the other Operative Agreements and each reference
to the Class A Trust herein shall be deemed a reference to the Successor Class A Trust, (ii) the
Trustee of the Original Class B Trust shall (without any further act) be deemed to have transferred
all of its rights, title and interest in and to this Agreement to the trustee of the Successor
Class B Trust and, thereafter, the trustee of the Successor Class B Trust shall be deemed to be the
“Trustee” of the Successor Class B Trust with the rights and obligations of the “Trustee” hereunder
and under the other Operative Agreements and each reference to the Class B Trust herein shall be
deemed a reference to the Successor Class






53









 







B Trust and (iii) the Trustee of the Original Class C Trust shall (without any further act) be
deemed to have transferred all of its rights, title and interest in and to this Agreement to the
trustee of the Successor Class C Trust and, thereafter, the trustee of the Successor Class C Trust
shall be deemed to be the “Trustee” of the Successor Class C Trust with the rights and obligations
of the “Trustee” hereunder and under the other Operative Agreements and each reference to the Class
C Trust herein shall be deemed a reference to the Successor Class C Trust.




          SECTION 10.7. Headings. The headings of the various Articles and Sections herein and
in the table of contents hereto are for convenience of reference only and shall not define or limit
any of the terms or provisions hereof.




          SECTION 10.8. Counterpart Form. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be an original, but
all such counterparts shall together constitute but one and the same agreement.




          SECTION 10.9. Subordination. (a) As between the Liquidity Providers (and any
additional liquidity provider in respect of any Refinancing Certificates), on the one hand, and the
Trustees (and any Refinancing Trustees) and the Certificateholders (and any Refinancing
Certificateholders), on the other hand, and as among the Trustees (and any Refinancing Trustees)
and the related Certificateholders (and any Refinancing Certificateholders), this Agreement shall
be a subordination agreement for purposes of Section 510 of the United States Bankruptcy Code, as
amended from time to time.




          (b) Notwithstanding the provisions of this Agreement, if prior to the payment in full to the
Liquidity Providers of all Liquidity Obligations then due and payable, any party hereto shall have
received any payment or distribution in respect of Equipment Notes or any other amount under the
Trust Indentures or other Operative Agreements which, had the subordination provisions of this
Agreement been properly applied to such payment, distribution or other amount, would not have been
distributed to such Person, then such payment, distribution or other amount shall be received and
held in trust by such Person and paid over or delivered to the Subordination Agent for application
as provided herein.




          (c) If any Trustee, any Liquidity Provider or the Subordination Agent receives any payment in
respect of any obligations owing hereunder (or, in the case of the Liquidity Providers, in respect
of the Liquidity Obligations), which is subsequently invalidated, declared preferential, set aside
and/or required to be repaid to a trustee, receiver or other party, then, to the extent of such
payment, such obligations (or, in the case of the Liquidity Providers, such Liquidity Obligations)
intended to be satisfied shall be revived and continue in full force and effect as if such payment
had not been received.




          (d) The Trustees (on behalf of themselves and the holders of the Certificates), the Liquidity
Providers and the Subordination Agent confirm that the payment priorities specified in Section 3.2
shall apply in all circumstances, notwithstanding the fact that the obligations owed to the
Trustees and the holders of Certificates are secured by certain assets and the Liquidity
Obligations may not be so secured. The Trustees expressly agree (on behalf of themselves and the
holders of the Certificates) not to assert priority over the holders of Liquidity






54









 







Obligations (except as specifically set forth in Section 3.2) due to their status as secured
creditors in any bankruptcy, insolvency or other legal proceeding.




          (e) The Trustees (on behalf of themselves and the holders of the Certificates), the Liquidity
Providers and the Subordination Agent may take any of the following actions without impairing its
rights under this Agreement:





     (i) obtain a Lien on any property to secure any amounts owing to it hereunder,
including, in the case of the Liquidity Providers, the Liquidity Obligations,




     (ii) obtain the primary or secondary obligation of any other obligor with respect to
any amounts owing to it hereunder, including, in the case of the Liquidity Providers, any of
the Liquidity Obligations,




     (iii) renew, extend, increase, alter or exchange any amounts owing to it hereunder,
including, in the case of the Liquidity Providers, any of the Liquidity Obligations, or
release or compromise any obligation of any obligor with respect thereto,




     (iv) refrain from exercising any right or remedy, or delay in exercising such right or
remedy, which it may have, or




     (v) take any other action which might discharge a subordinated party or a surety under
applicable law;


provided, however, that the taking of any such actions by any of the Trustees, the
Liquidity Providers or the Subordination Agent shall not prejudice the rights or adversely affect
the obligations of any other party under this Agreement.




          SECTION 10.10. Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.




          SECTION 10.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.




          (a) Each of the parties hereto hereby irrevocably and unconditionally:





     (i) submits for itself and its property in any legal action or proceeding relating to
this Agreement or any other Operative Agreement, or for recognition and enforcement of any
judgment in respect hereof or thereof, to the nonexclusive general jurisdiction of the
courts of the State of New York, the courts of the United States of America for the Southern
District of New York, and the appellate courts from any thereof;




     (ii) consents that any such action or proceeding may be brought in such courts, and
waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;



55









 






     (iii) agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, to each party hereto at its address set forth in Section 10.3
hereof, or at such other address of which the other parties shall have been notified
pursuant thereto; and




     (iv) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or shall limit the right to sue in any other jurisdiction.



     (b) EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN
THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING
ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and
all other common law and statutory claims. Each of the parties warrants and represents that it has
reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury
trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND
CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.



     (c) To the extent that any Liquidity Provider or any of the properties of any Liquidity
Provider has or may hereafter acquire any right of immunity, whether characterized as sovereign
immunity or otherwise, and whether under the United States Foreign Sovereign Immunities Act of 1976
(or any successor legislation) or otherwise, from any legal proceedings, whether in the United
States or elsewhere, to enforce or collect upon this Agreement, including, without limitation,
immunity from suit or service of process, immunity from jurisdiction or judgment of any court or
tribunal or execution of a judgment, or immunity of any of its property from attachment prior to
any entry of judgment, or from attachment in aid of execution upon a judgment, such Liquidity
Provider hereby irrevocably and expressly waives any such immunity, and agrees not to assert any
such right or claim in any such proceeding, whether in the United States or elsewhere.



56









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective officers thereunto duly authorized, as of the day and year first above written, and
acknowledge that this Agreement has been made and delivered in the City of New York, and this
Agreement has become effective only upon such execution and delivery.




	 	 	 	 	 

	 	 	WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Trustee for each of the
Trusts
	 
	 	 	 	 
	 

	 	By
	 	/s/ Robert P. Hines, Jr.
	 

	 	 	 	 
	 	 	Name: Robert P. Hines, Jr.
	 	 	Title: Assistant Vice President
	 
	 	 	 	 
	 	 	NATIXIS S.A., acting through its New York Branch,
as Class A Liquidity Provider and Class B
Liquidity 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 as expressly set forth herein as
Subordination Agent and trustee
	 
	 	 	 	 
	 

	 	By
	 	/s/ Robert P. Hines, Jr.
	 

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






Intercreditor Agreement