exv4w17






Exhibit 4.17




EXECUTION COPY



 




NOTE PURCHASE AGREEMENT




Dated as of June 28, 2011



Among



US AIRWAYS, INC.,



WILMINGTON TRUST COMPANY,

as Pass Through Trustee under each of the

Pass Through Trust Agreements



WILMINGTON TRUST COMPANY,

as Subordination Agent




WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

as Escrow Agent



and



WILMINGTON TRUST COMPANY,

as Paying Agent


 




 









 





INDEX TO NOTE PURCHASE AGREEMENT




	 	 	 	 	 
	 	 	Page	 
	SECTION 1. Financing of Aircraft
	 	 	3	 
	SECTION 2. Conditions Precedent
	 	 	5	 
	SECTION 3. Representations and Warranties
	 	 	6	 
	SECTION 4. Covenants
	 	 	9	 
	SECTION 5. Notices
	 	 	12	 
	SECTION 6. Expenses
	 	 	12	 
	SECTION 7. Further Assurances
	 	 	13	 
	SECTION 8. Miscellaneous
	 	 	13	 
	SECTION 9. Governing Law
	 	 	14	 






Schedules




	 	 	 

	Schedule I

	 	Aircraft
	Schedule II

	 	Trust Supplements
	Schedule III

	 	Required Terms






Annex




	 	 	 

	Annex A

	 	Definitions






Exhibits




	 	 	 

	Exhibit A

	 	Form of Closing Notice
	Exhibit B

	 	Form of Participation Agreement
	Exhibit C

	 	Form of Trust Indenture






 









 





NOTE PURCHASE AGREEMENT




          This NOTE PURCHASE AGREEMENT, dated as of June 28, 2011, among (i) US AIRWAYS, INC., a
Delaware corporation (the “Company”), (ii) WILMINGTON TRUST COMPANY (“WTC”), a
Delaware banking corporation, not in its individual capacity except as otherwise expressly provided
herein, but solely as trustee (in such capacity together with its successors in such capacity, the
“Pass Through Trustee”) under each of the three separate Pass Through Trust Agreements (as
defined below), (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as subordination
agent and trustee (in such capacity together with its successors in such capacity, the
“Subordination Agent”) under the Intercreditor Agreement (as defined below), (iv) WELLS
FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in
such capacity together with its successors in such capacity, the “Escrow Agent”), under
each of the Escrow and Paying Agent Agreements (as defined below) and (v) WILMINGTON TRUST COMPANY,
a Delaware banking corporation, as Paying Agent (in such capacity together with its successors in
such capacity, the “Paying Agent”) under each of the Escrow and Paying Agent Agreements.




W I T N E S S E T H:




          WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in Annex A hereto;




          WHEREAS,
the Company is currently the owner of five (5) aircraft listed in Part A of
Schedule I hereto (the “Owned Aircraft”), certain of which are subject to an existing
security interest, and (ii) has obtained commitments from the Manufacturer pursuant to the Aircraft
Purchase Agreement for the delivery of the four Airbus A321-231 aircraft listed in Part B of
Schedule I hereto (together with any aircraft substituted therefor in accordance with the Aircraft
Purchase Agreement prior to the delivery thereof, the “New Aircraft” and, together with the
Owned Aircraft, the “Aircraft”);




          WHEREAS, pursuant to this Agreement the Company wishes to finance (i) each Owned Aircraft
after any existing security interest on such Owned Aircraft has been discharged and (ii) a portion
of the purchase price of each New Aircraft;




          WHEREAS, pursuant to the Basic Pass Through Trust Agreement and each of the Trust Supplements
set forth in Schedule II hereto, and concurrently with the execution and delivery of this
Agreement, separate grantor trusts (collectively, the “Pass Through Trusts” and,
individually, a “Pass Through Trust”) have been created to facilitate certain of the
transactions contemplated hereby, including, without limitation, the issuance and sale of pass
through certificates pursuant thereto (collectively, the “Certificates”) to provide for a
portion of the financing of the Aircraft contemplated hereby;




          WHEREAS, the Company has entered into an underwriting agreement, dated as of June 21, 2011
(the “A and B Underwriting Agreement”) with the Underwriters named therein (the
“Underwriters”), which provides that the Company will cause the Pass Through Trustee under
the Class A Pass Through Trust (the “Class A Pass Through Trustee”), the Pass Through
Trustee under the Class B Pass Through Trust (the “Class B Pass Through Trustee”) to issue
and






 









 







sell the Class A Certificates and the Class B, respectively, to the Underwriters on the
Issuance Date and the Company has entered into an underwriting agreement, dated as of June 22, 2011
(the “C Underwriting Agreement” together with the A and B Underwriting Agreement, the
“Underwriting Agreements”) with the Underwriters, which provides that the Company will
cause the Pass Through Trustee under the Class C Pass Through Trust (the “Class C Pass Through
Trustee”) to issue and sell the Class C Certificates to the Underwriters on the Issuance Date;




          WHEREAS, concurrently with the execution and delivery of this Agreement, (i) the Escrow Agent
and the Depositary have entered into three Deposit Agreements, dated as of the Issuance Date, one
each relating to the Class A, Class B and Class C Pass Through Trust (together, the “Deposit
Agreements”) whereby the Escrow Agent agreed to direct the Underwriters to make certain
deposits referred to therein on the Issuance Date (the “Initial Deposits”) and to permit
the applicable Pass Through Trustees to make additional deposits from time to time thereafter (the
Initial Deposits together with such additional deposits are collectively referred to as the
“Deposits”) and (ii) the applicable Pass Through Trustees, Underwriters, Paying Agents and
Escrow Agents have entered into three Escrow and Paying Agent Agreements, dated as of the Issuance
Date, one each relating to the Class A, Class B and Class C Pass Through Trust (together, the
“Escrow and Paying Agent Agreements”), whereby, among other things, (a) the Underwriters
agreed to deliver an amount equal to the amount of the Initial Deposits to the Depositary on behalf
of the applicable Escrow Agent and (b) the applicable Escrow Agent, upon the Depositary receiving
such amount, agreed to deliver escrow receipts to be affixed to each Certificate;




          WHEREAS, upon receipt of a Closing Notice with respect to an Aircraft, subject to the terms
and conditions of this Agreement, the applicable Pass Through Trustees will enter into the
applicable Financing Agreements relating to such Aircraft;




          WHEREAS, upon the financing of each Aircraft, the Class A, Class B and Class C Pass Through
Trustees each will fund its purchase of Equipment Notes with the proceeds of one or more Deposits
withdrawn by the applicable Escrow Agent under the related Deposit Agreement bearing the same
interest rate as the Certificates issued by the applicable Pass Through Trust (or, if financed on
the Issuance Date, with a portion of the proceeds from the offering of the Certificates);




          WHEREAS, US Airways Group, Inc., a Delaware corporation, will guarantee the payment
obligations of the Company under the Trust Indentures, the Participation Agreements and the
Equipment Notes pursuant to a guarantee dated as of the date hereof; and




          WHEREAS, concurrently with the execution and delivery of this Agreement, (i) Natixis S.A., a
Société Anonyme, organized under the laws of the Republic of France, acting through its New York
Branch (the “Liquidity Provider”), has entered into two revolving credit agreements, one
each for the benefit of the Certificateholders of the Class A and Class B Pass Through Trusts, in
each case, with the Subordination Agent, as agent for the Pass Through Trustee on behalf of each
such Pass Through Trust (each such revolving credit agreement with the Liquidity Provider, a
“Liquidity Facility”) and (ii) the Pass Through Trustees, the Liquidity Provider and the
Subordination Agent have entered into the Intercreditor Agreement, dated as of the date hereof (as
amended by Amendment No. 1 to Intercreditor Agreement dated the date






2









 







hereof, the “Intercreditor Agreement”) among the Class A and Class B Pass Through
Trustees, the Liquidity Provider and Wilmington Trust Company as Subordination Agent and Trustee.




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




          SECTION 1. Financing of Aircraft. (a) The Company confirms that (i) it currently
owns the Owned Aircraft and (ii) it has entered into the Aircraft Purchase Agreement with the
Manufacturer pursuant to which the Company has agreed to purchase, and the Manufacturer has agreed
to deliver, the New Aircraft in the months specified in Schedule I hereto, all on and subject to
terms and conditions specified in the Aircraft Purchase Agreement. The Company agrees to finance
the Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof
and of the relevant Financing Agreements.




          (b) In furtherance of the foregoing, the Company agrees to give the parties hereto, the
Depositary and each of the Rating Agencies not less than two Business Days’ prior notice
substantially in the form of Exhibit A hereto (a “Closing Notice”) of the scheduled closing
date (the “Scheduled Closing Date”) (or, in the case of a substitute Closing Notice under
Section 1(e) or (f) hereof, one Business Day’s prior notice) in respect of the financing of each
Aircraft under this Agreement, which notice shall:




          (i) specify the Scheduled Closing Date of such Aircraft (which shall be a Business Day before
the Cut-off Date and, except as provided in Section 1(f) hereof, the date (the “Funding
Date”) on which the financing therefor in the manner provided herein shall be consummated);




          (ii) instruct each Pass Through Trustee being requested to purchase Equipment Notes pursuant
to such Closing Notice (the “Applicable Pass Through Trustees”) to enter into the
Participation Agreement included in the Financing Agreements with respect to such Aircraft in such
form and at such a time on or before the Funding Date specified in such Closing Notice and to
perform its obligations thereunder;




          (iii) instruct each of the Class A, Class B and Class C Pass Through Trustees to instruct the
relevant Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary with respect to
the Equipment Notes to be issued to such Pass Through Trustee in connection with the financing of
such Aircraft (except in the case of any such financing on the Issuance Date); and




          (iv) specify the aggregate principal amount of each series of Equipment Notes, if any, to be
issued, and purchased by the Applicable Pass Through Trustees, in connection with the financing of
such Aircraft scheduled on such Funding Date (which shall in all respects comply with the Required
Terms).



Notwithstanding the foregoing, in the case of any Aircraft to be financed hereunder on the Issuance
Date, the Closing Notice therefor may be delivered to the parties hereto on the Issuance Date.







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          (c) Upon receipt of a Closing Notice, the Applicable Pass Through Trustees shall, and shall
cause the Subordination Agent to, enter into and perform their respective obligations under the
Participation Agreement specified in such Closing Notice, provided that such Participation
Agreement and the Trust Indenture to be entered into pursuant to such Participation Agreement shall
be in the forms thereof annexed hereto in all material respects and, if modified in any material
respect, as to which Rating Agency Confirmation shall have been obtained from each Rating Agency by
the Company (to be delivered by the Company to the Applicable Pass Through Trustees on or before
the relevant Funding Date, it being understood that if Rating Agency Confirmation shall have been
received with respect to any Financing Agreements and such Financing Agreements are utilized for
subsequent Aircraft (or Substitute Aircraft) without material modifications, no additional Rating
Agency Confirmation shall be required); provided, however, that the relevant
Financing Agreements as executed and delivered shall not vary the Required Terms. Notwithstanding
the foregoing, a Trust Indenture may be modified to the extent required for the issuance of
Equipment Notes pursuant to Section 4(a)(v) of this Agreement, subject to the terms of such Section
and Section 9.1(c) of the Intercreditor Agreement. The Company shall pay the reasonable costs and
expenses of the Rating Agencies in connection with obtaining any such Rating Agency Confirmation.
With respect to each Aircraft, the Company shall cause WTC (or such other person that meets the
eligibility requirements to act as indenture trustee under the Trust Indenture) to execute as
Indenture Trustee the Financing Agreements relating to such Aircraft to which such Indenture
Trustee is intended to be a party, and shall concurrently therewith execute such Financing
Agreements to which the Company is intended to be a party and perform its respective obligations
thereunder. Upon the request of either Rating Agency, the Company shall deliver or cause to be
delivered to such Rating Agency a true and complete copy of each Financing Agreement relating to
the financing of each Aircraft together with a true and complete set of the closing documentation
(including legal opinions) delivered to the related Indenture Trustee, Subordination Agent and Pass
Through Trustee under the related Participation Agreement.




          (d) The Company agrees that all Equipment Notes issued pursuant to any Trust Indenture shall
initially be registered in the name of the Subordination Agent on behalf of the Applicable Pass
Through Trustee.




          (e) If, after giving any Closing Notice, there shall be a delay in the delivery of the New
Aircraft referred to therein, or if on the Scheduled Closing Date of the New Aircraft or Owned
Aircraft referred to therein the financing thereof in the manner contemplated hereby shall not be
consummated for whatever reason, the Company shall give the parties hereto and the Depositary
prompt notice thereof. Concurrently with the giving of such notice of postponement or
subsequently, the Company shall give the parties hereto and the Depositary a substitute Closing
Notice specifying the date to which the financing of such New Aircraft (or of another New Aircraft
of the same model in lieu thereof) or such Owned Aircraft shall have been re-scheduled (which shall
be a Business Day before the Cut-off Date on which the Escrow Agents shall be entitled to withdraw
one or more Deposits under each of the applicable Deposit Agreements to enable each of the Class A,
Class B and Class C Pass Through Trustees to fund its purchase of the related Equipment Notes).
Upon receipt of any such notice of postponement, each Applicable Pass Through Trustee shall comply
with its obligations under Section 5.01 of each of the Trust Supplements and thereafter the
financing of such New Aircraft or such Owned Aircraft, as specified in such substitute Closing
Notice, shall take place on the re-scheduled






4









 







Closing Date therefor (all on and subject to the terms and conditions of the relevant
Financing Agreements) unless further postponed as provided herein.




          (f) Anything in this Section 1 to the contrary notwithstanding, the Company shall have the
right to accept delivery of a New Aircraft under the Aircraft Purchase Agreement on the Delivery
Date thereof by utilization of bridge financing of such New Aircraft and promptly thereafter give
the parties hereto and the Depositary a Closing Notice specifying a Funding Date not later than 90
days after the Delivery Date of such New Aircraft and no later than the Cut-off Date and otherwise
complying with the provisions of Section 1(b) hereof. All other terms and conditions of this Note
Purchase Agreement shall apply to the financing of any such New Aircraft on the re-scheduled
Funding Date therefor except the related Financing Agreements shall be amended to reflect the
original delivery of such New Aircraft to the Company.




          (g) If the scheduled delivery date from the Manufacturer for any New Aircraft is delayed more
than 30 days beyond the last day of the month set forth opposite such New Aircraft under the
heading “Scheduled Delivery Months” in Part B of Schedule I hereto, the Company may identify for
delivery a substitute aircraft therefor meeting the following conditions (a “Substitute
Aircraft”): (i) a Substitute Aircraft must be of the same model as the New Aircraft being
replaced and (ii) the Company shall be obligated to obtain Rating Agency Confirmation in respect of
the replacement of any New Aircraft by Substitute Aircraft. Upon the satisfaction of the
conditions set forth above with respect to a Substitute Aircraft, the New Aircraft to be replaced
shall cease to be subject to this Agreement and all rights and obligations of the parties hereto
concerning such New Aircraft shall cease, and such Substitute Aircraft shall become and thereafter
be subject to the terms and conditions of this Agreement to the same extent as such New Aircraft.




          (h) The Company shall have no liability for the failure of the Pass Through Trustees to
purchase Equipment Notes with respect to any Aircraft or Substitute Aircraft.




          (i) Anything herein to the contrary notwithstanding, the Company shall not have the right, and
shall not be entitled, at any time to request the issuance of Equipment Notes of any series to the
Class A, Class B or Class C Pass Through Trustee in an aggregate principal amount in excess of the
amount of the Deposits then available for withdrawal by the Escrow Agent under and in accordance
with the provisions of the related Deposit Agreement.




          SECTION 2. Conditions Precedent. The obligation of the Applicable Pass Through
Trustees to enter into, and to cause the Subordination Agent to enter into, any Participation
Agreement as directed pursuant to a Closing Notice and to perform its obligations thereunder is
subject to satisfaction of the following conditions:




          (a) no Triggering Event shall have occurred; and




          (b) the Company shall have delivered a certificate to each such Pass Through Trustee and the
Liquidity Provider stating (i) that such Participation Agreement and the other Financing Agreements
to be entered into pursuant to such Participation Agreement do not
vary the Required Terms and (ii) that any substantive modification of such Financing Agreements






5









 





from the forms of Financing Agreements attached to this Agreement do not materially and adversely
affect the Certificateholders or the Liquidity Provider, and such certification shall be true and
correct.




          Anything herein to the contrary notwithstanding, the obligation of each Pass Through Trustee
to purchase Equipment Notes shall terminate on the Cut-off Date.




          SECTION 3. Representations and Warranties. (a) The Company represents and warrants
that:





     (i) the Company is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware and is a “citizen of the United States” as
defined in Section 40102(a)(15) of the Act, and has the full corporate power,
authority and legal right under the laws of the State of Delaware to execute and
deliver this Agreement and each Financing Agreement to which it will be a party and
to carry out the obligations of the Company under this Agreement and each Financing
Agreement to which it will be a party;




     (ii) the execution and delivery by the Company of this Agreement and the
performance by the Company of its obligations under this Agreement have been duly
authorized by the Company and will not violate its Certificate of Incorporation or
by-laws or the provisions of any indenture, mortgage, contract or other agreement to
which it is a party or by which it is bound; and




     (iii) this Agreement constitutes the legal, valid and binding obligation of
the Company, enforceable against it in accordance with its terms, except as the same
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the rights of creditors generally and by general principles
of equity, whether considered in a proceeding at law or in equity.



          (b) WTC represents and warrants that:





     (i) WTC is duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and is a “citizen of the United States” as defined in
Section 40102(a)(15) of the Act, and has the full corporate power, authority and
legal right under the laws of the State of Delaware and the United States pertaining
to its banking, trust and fiduciary powers to execute and deliver this Agreement and
each Financing Agreement to which it will be a party and to carry out the
obligations of WTC, in its capacity as Subordination Agent, Pass Through Trustee or
Paying Agent, as the case may be, under this Agreement and each Financing Agreement
to which it will be a party;




     (ii) the execution and delivery by WTC, in its capacity as Subordination
Agent, Pass Through Trustee or Paying Agent, as the case may be, of this Agreement
and the performance by WTC, in its capacity as Subordination Agent, Pass Through
Trustee or Paying Agent, as the case may be, of its obligations
under this Agreement have been duly authorized by WTC, in its capacity as



6









 







Subordination Agent, Pass Through Trustee or Paying Agent, as the case may be, and
will not violate its articles of association or by-laws or the provisions of any
indenture, mortgage, contract or other agreement to which it is a party or by which
it is bound; and




     (iii) this Agreement constitutes the legal, valid and binding obligations of
WTC, in its capacity as Subordination Agent, Pass Through Trustee or Paying Agent,
as the case may be, enforceable against it in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally and by
general principles of equity, whether considered in a proceeding at law or in
equity.



          (c) The Pass Through Trustee hereby confirms to each of the other parties hereto that its
representations and warranties set forth in Section 7.15 of the Basic Pass Through Trust Agreement
and Section 5.04 of each Trust Supplement are true and correct as of the date hereof.




          (d) The Subordination Agent represents and warrants that:





     (i) the Subordination Agent is duly incorporated, validly existing and in good
standing under the laws of the State of Delaware, and has the full corporate power,
authority and legal right under the laws of the State of Delaware and the United
States pertaining to its banking, trust and fiduciary powers to execute and deliver
this Agreement and each Financing Agreement to which it is or will be a party and to
perform its obligations under this Agreement and each Financing Agreement to which
it is or will be a party;




     (ii) this Agreement has been duly authorized, executed and delivered by the
Subordination Agent; this Agreement constitutes the legal, valid and binding
obligations of the Subordination Agent enforceable against it in accordance with its
terms, except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general principles of equity, whether considered in a proceeding at
law or in equity;




     (iii) none of the execution, delivery and performance by the Subordination
Agent of this Agreement contravenes any law, rule or regulation of the State of
Delaware or any United States governmental authority or agency regulating the
Subordination Agent’s banking, trust or fiduciary powers or any judgment or order
applicable to or binding on the Subordination Agent and do not contravene the
Subordination Agent’s articles of association or by-laws or result in any breach of,
or constitute a default under, any agreement or instrument to which the
Subordination Agent is a party or by which it or any of its properties may be bound;



7









 






     (iv) neither the execution and delivery by the Subordination Agent of this
Agreement nor the consummation by the Subordination Agent of any of the transactions
contemplated hereby requires the consent or approval of, the giving of notice to,
the registration with, or the taking of any other action with respect to, any
Delaware governmental authority or agency or any federal governmental authority or
agency regulating the Subordination Agent’s banking, trust or fiduciary powers;




     (v) there are no Taxes payable by the Subordination Agent imposed by the State
of Delaware or any political subdivision or taxing authority thereof in connection
with the execution, delivery and performance by the Subordination Agent of this
Agreement (other than franchise or other taxes based on or measured by any fees or
compensation received by the Subordination Agent for services rendered in connection
with the transactions contemplated by the Intercreditor Agreement or any of the
Liquidity Facilities), and there are no Taxes payable by the Subordination Agent
imposed by the State of Delaware or any political subdivision thereof in connection
with the acquisition, possession or ownership by the Subordination Agent of any of
the Equipment Notes (other than franchise or other taxes based on or measured by any
fees or compensation received by the Subordination Agent for services rendered in
connection with the transactions contemplated by the Intercreditor Agreement or any
of the Liquidity Facilities); and




     (vi) there are no pending or threatened actions or proceedings against the
Subordination Agent before any court or administrative agency which
individually or in the aggregate, if determined adversely to it, would materially adversely affect
the ability of the Subordination Agent to perform its obligations under this
Agreement.



          (e) The Escrow Agent represents and warrants that:





     (i) the Escrow Agent is a national banking association duly incorporated,
validly existing and in good standing under the laws of the United States and has
the full corporate power, authority and legal right under the laws of the United
States pertaining to its banking, trust and fiduciary powers to execute and deliver
this Agreement, each Deposit Agreement and each Escrow and Paying Agent Agreement
(collectively, the “Escrow Agent Agreements”) and to carry out the
obligations of the Escrow Agent under each of the Escrow Agent Agreements;




     (ii) the execution and delivery by the Escrow Agent of each of the Escrow
Agent Agreements and the performance by the Escrow Agent of its obligations
hereunder and thereunder have been duly authorized by the Escrow Agent and will not
violate its articles of association or by-laws or the provisions of any indenture,
mortgage, contract or other agreement to which it is a party or by which it is
bound; and



8









 






     (iii) each of the Escrow Agent Agreements constitutes the legal, valid and
binding obligations of the Escrow Agent enforceable against it in accordance with
its terms, except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general principles of equity, whether considered in a proceeding at
law or in equity.



          (f) The Paying Agent represents and warrants that:





     (i) the Paying Agent is duly incorporated, validly existing and in good
standing under the laws of the State of Delaware and has the full corporate power,
authority and legal right under the laws of the State of Delaware and the United
States pertaining to its banking, trust and fiduciary powers to execute and deliver
this Agreement and each Escrow and Paying Agent Agreement (collectively, the
“Paying Agent Agreements”) and to carry out the obligations of the Paying
Agent under each of the Paying Agent Agreements;




     (ii) the execution and delivery by the Paying Agent of each of the Paying
Agent Agreements and the performance by the Paying Agent of its obligations
hereunder and thereunder have been duly authorized by the Paying Agent and will not
violate its articles of association or by-laws or the provisions of any indenture,
mortgage, contract or other agreement to which it is a party or by which it is
bound; and




     (iii) each of the Paying Agent Agreements constitutes the legal, valid and
binding obligations of the Paying Agent enforceable against it in accordance with
its terms, except as the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general principles of equity, whether considered in a proceeding at
law or in equity.



          SECTION 4. Covenants. (a) The Company covenants with each of the other parties
hereto that:




          (i) subject to Section 4(a)(iii) of this Agreement, the Company shall at all times maintain
its corporate existence and shall not wind up, liquidate or dissolve or take any action, or fail to
take any action, that would have the effect of any of the foregoing;




          (ii) the Company shall at all times remain a U.S. Air Carrier (as defined in the Financing
Agreements) and shall at all times be otherwise certificated and registered to the extent necessary
to entitle the Indenture Trustee to the rights afforded to secured parties of aircraft equipment
under Section 1110;




          (iii) Section 4.07 of each Trust Indenture is hereby incorporated by reference herein;




          (iv) the Company agrees to provide written notice to each of the parties hereto of the
occurrence of the Cut-off Date no later than one Business Day after the date thereof, such






9









 







notice to refer specifically to the Pass Through Trustee’s obligation to assign, transfer and
deliver all of its right, title and interest to the Trust Property (as defined in each Pass Through
Trust Agreement) to the trustee of the Related Trust (as defined in each Pass Through Trust
Agreement) in accordance with Section 7.01 of each of the Trust Supplements;




          (v) the Company shall not (x) redeem and re-issue any Series B Equipment Notes or Series C
Equipment Notes, unless it shall have obtained written confirmation from each Rating Agency that
the reissuance or issuance of such Equipment Notes, as the case may be, will not result in (1) a
reduction of the rating for any Class of Certificates then rated by any Rating Agency that will
remain outstanding below the then current rating for such Class of Certificates or (2) a withdrawal
or suspension of the rating of any Class of Certificates then rated by any Rating Agency that will
remain outstanding. Any redemption or reissuance of the Series B Equipment Notes or Series C
Equipment Notes shall be subject to the terms of Section 9.1(c) of the Intercreditor Agreement; and




          (vi) If (x) the Depositary’s short-term unsecured debt rating or short-term issuer credit
rating, as the case may be, shall at any time fall below A-1+ from Standard & Poor’s Ratings
Services or P-1 from Moody’s Investors Service, Inc. (such minimum ratings, the “Depositary
Threshold Ratings”) or (y) the Company or the Depositary, in its sole discretion, gives written
notice to the other of its election that the Depositary be replaced, the Company shall, within 30
days after such event occurring, cause the Depositary to be replaced with a depositary bank (a
“Replacement Depositary”) on the following terms and preconditions:




          (A) the Replacement Depositary must meet the Depositary Threshold Ratings and the Company
shall have obtained written confirmation from each Rating Agency that such replacement 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 the Depositary being replaced);




          (B) the Company shall pay all fees, expenses and other amounts then owing to the replaced
Depositary and, except as expressly provided in clause (C) below, the Company shall pay any
up-front fee of the Replacement Depositary and (without limitation of the foregoing) all
out-of-pocket expenses (including reasonable fees and expenses of legal counsel) of the parties
hereto (including without limitation all amounts payable to the Rating Agencies) incurred in
connection with such replacement;




          (C) solely in the case of the Depositary making an election in its discretion that it be
replaced (and without limitation of clause (A) above), (x) the notice given by the Depositary to
the Company shall nominate a Replacement Depositary, which shall satisfy all of terms and
preconditions of this Section 4(a)(vi) (and the Company shall have the right to utilize such
nominee as the Replacement Depositary or to select another Replacement Depositary), (y) the fees,
expenses, indemnities and other amounts payable to the Replacement Depositary upon its execution of
the Replacement Deposit Agreement or thereafter shall not to any extent exceed those which would
have been payable to the Depositary had such replacement not occurred (it being specifically
understood and agreed that any up-front fee of the Replacement Depositary shall be paid by the
replaced Depositary, provided that, if the Company selects a Replacement Depositary other than the
nominee of the replaced Depositary and the upfront fee






10









 







of such selection exceeds that of such nominee, the Company shall pay such excess), and (without
limitation of the foregoing) the Depositary shall pay all out-of-pocket expenses (including
reasonable fees and expenses of legal counsel) of the parties hereto (including without limitation
all amounts payable to the Rating Agencies) incurred in connection with such replacement, and (z)
the Replacement Depositary shall be willing to enter into a Replacement Deposit Agreement for each
of the Class A, Class B and Class C Certificates with the Escrow Agent having the same terms and
conditions (including without limitation as to the interest to be paid on the Deposits) as the
Deposit Agreements to which the Depositary is a party; and




          (D) the Company or, in the case of the Depositary making an election that it be replaced
(unless the Company shall have selected such Replacement Depositary), the Depositary, shall cause
the Replacement Depositary to enter into a Replacement Deposit Agreement for each of the Class A,
Class B and Class C Certificates with the Escrow Agent (and, upon request of the Company the Escrow
Agent agrees to enter into any such Replacement Deposit Agreement) and shall cause the Replacement
Depositary to deliver to the Company and each Rating Agency legal opinions and other closing
documentation substantially similar in scope and substance as those that were delivered by the
Depositary being replaced in connection with the execution and delivery of the Deposit Agreement
being replaced.




          Upon satisfaction of the foregoing conditions, the Company shall instruct the Class A Pass
Through Trustee, the Class B Pass Through Trustee and the Class C Pass Through Trustee, and each
such Pass Through Trustee agrees, to execute and deliver to the Escrow Agent a duly completed
Withdrawal Certificate (as defined in the Escrow and Paying Agent Agreements) together with a
Notice of Replacement Withdrawal (as defined in the Escrow and Paying Agent Agreements).




          Each of the parties hereto agrees, at the Company’s request, to enter into any amendments to
this Agreement, the Escrow and Paying Agent Agreements and any other Operative Agreements as may be
necessary or desirable to give effect to the replacement of the Depositary with the Replacement
Depositary and the replacement of the Deposit Agreements with the Replacement Deposit Agreements.




          Upon the execution and delivery of the Replacement Deposit Agreements, the Replacement
Depositary shall be deemed to be the Depositary with all of the rights and obligations of the
Depositary hereunder and under the other Operative Agreements and the Replacement Deposit
Agreements shall be deemed to be the Deposit Agreements hereunder and under the other Operative
Agreements, except that the obligations of the replaced Depositary under its Deposit Agreements
resulting from the delivery of any Withdrawal Notice delivered thereunder shall remain in full
force and effect notwithstanding the execution and delivery of the Replacement Deposit Agreements.




          (vii) Promptly after the occurrence of a Triggering Event or an Indenture Default resulting
from the failure of the Company 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
Company will, at the Subordination Agent’s request from time to time but in any event no more
frequently than once every three months, provide to the Subordination Agent a statement setting
forth the following information with respect to each Aircraft then subject to the






11









 







lien of a Trust Indenture: (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 respective Trust Indentures to which such Aircraft are subject). As used in this sentence,
the terms “Triggering Event”, “Indenture Default”, “Regular Distribution Date” shall have the
respective meanings set forth in the Intercreditor Agreement as originally executed.




          (b) WTC, in its individual capacity, covenants with each of the other parties to this
Agreement that it will, immediately upon obtaining knowledge of any facts that would cast doubt
upon its continuing status as a “citizen of the United States” as defined in Section 40102(a)(15)
of the Act and promptly upon public disclosure of negotiations in respect of any transaction which
would or might adversely affect such status, notify in writing all parties hereto of all relevant
matters in connection therewith. Upon WTC giving any such notice, WTC shall, subject to Section
9.01 of any Trust Indenture then entered into, resign as Indenture Trustee in respect of such Trust
Indenture.




          SECTION 5. Notices. Unless otherwise specifically provided herein, all notices
required or permitted by the terms of this Agreement shall be in English and in writing, and any
such notice shall become effective upon being delivered personally or, if promptly confirmed by
mail, when dispatched by facsimile or other written telecommunication, addressed to such party
hereto at its address or facsimile number set forth below the signature of such party at the foot
of this Agreement or to such other address or facsimile number as such party may hereafter specify
by notice to the other parties.




          SECTION 6. Expenses. (a) The Company agrees to pay to the Subordination Agent when
due an amount or amounts equal to the fees payable to the Liquidity Provider under Section 2.03 of
each Liquidity Facility and the related Fee Letter (as defined in the Intercreditor Agreement)
multiplied by a fraction the numerator of which shall be the then outstanding aggregate amount of
the Deposits under the Deposit Agreements pertaining to the Class A and Class B Pass Through Trusts
and the denominator of which shall be the sum of (x) the then outstanding aggregate principal
amount of the Series A Equipment Notes and Series B Equipment Notes issued under all of the Trust
Indentures and (y) the then outstanding aggregate amount of the Deposits under the Deposit
Agreements pertaining to the Class A and Class B Pass Through Trusts.




          (b) So long as no Equipment Notes have been issued in respect of any Aircraft, the Company
agrees to pay (i) to the Subordination Agent when due (A) the amount equal to interest on any
Downgrade Advance (other than any Applied Downgrade Advance) payable under Section 3.07 of each
Liquidity Facility minus Investment Earnings while such Downgrade Advance shall be outstanding, (B)
the amount equal to interest on any Non-Extension Advance (other than any Applied Non-Extension
Advance) payable under Section 3.07 of each Liquidity Facility minus Investment Earnings while such
Non-Extension Advance shall be outstanding, (C) the amount equal to interest on any Special
Termination Advance (other than any Applied Special Termination Advance) payable under Section 3.07
of each Liquidity Facility minus Investment Earnings from such Special Termination Advance while
such Special Termination Advance shall be outstanding, and (D) any other amounts owed to the
Liquidity Provider by the Subordination Agent as borrower under each Liquidity Facility (other than
amounts due as repayment of advances thereunder or as interest on such advances, except to the






12









 







extent payable pursuant to clause (A), (B) or (C)), (ii) all compensation and reimbursement of
expenses, disbursements and advances payable by the Company under the Pass Through Trust
Agreements, (iii) all compensation and reimbursement of expenses and disbursements payable to the
Subordination Agent under the Intercreditor Agreement except with respect to any income or
franchise taxes incurred by the Subordination Agent in connection with the transactions
contemplated by the Intercreditor Agreement and (iv) in the event the Company requests any
amendment to any Operative Agreement, all reasonable fees and expenses (including, without
limitation, fees and disbursements of counsel) of the Escrow Agent and/or the Paying Agent in
connection therewith. For purposes of this Section 6(b), the terms “Applied Downgrade Advance”,
“Applied Non-Extension Advance”, “Applied Special Termination Advance”, “Downgrade Advance”,
“Investment Earnings”, “Non-Extension Advance” and “Special Termination Advance” shall have the
meanings specified in each Liquidity Facility.




          SECTION 7. Further Assurances. Each party hereto shall duly execute, acknowledge and
deliver, or shall cause to be executed, acknowledged and delivered, all such further agreements,
instruments, certificates or documents, and shall do and cause to be done such further acts and
things, in any case, as any other party hereto shall reasonably request in connection with its
administration of, or to carry out more effectually the purposes of, or to better assure and
confirm unto it the rights and benefits to be provided under, this Agreement.




          SECTION 8. Miscellaneous. (a) Provided that the transactions contemplated hereby
have been consummated, in whole or in part, and except as otherwise provided for herein, the
representations, warranties and agreements herein of the Company, the Subordination Agent, the
Escrow Agent, the Paying Agent and the Pass Through Trustee, and the Company’s, the Subordination
Agent’s, the Escrow Agent’s, the Paying Agent’s and the Pass Through Trustee’s obligations under
any and all thereof, shall survive the expiration or other termination of this Agreement and the
other agreements referred to herein.




          (b) This Agreement may be executed in any number of counterparts (and each of the parties
hereto shall not be required to execute the same counterpart). Each counterpart of this Agreement,
including a signature page executed by each of the parties hereto, shall be an original counterpart
of this Agreement, but all of such counterparts together shall constitute one instrument. Neither
this Agreement nor any of the terms hereof may be terminated, amended, supplemented, waived or
modified orally, but only by an instrument in writing signed by the party against which the
enforcement of the termination, amendment, supplement, waiver or modification is sought. The index
preceding this Agreement and the headings of the various Sections of this Agreement are for
convenience of reference only and shall not modify, define, expand or limit any of the terms or
provisions hereof. The terms of this Agreement shall be binding upon, and shall inure to the
benefit of, the Company and its successors and permitted assigns, the Pass Through Trustee and its
successors as Pass Through Trustee (and any additional trustee appointed) under any of the Pass
Through Trust Agreements, the Escrow Agent and its successors as Escrow Agent under the Escrow and
Paying Agent Agreements, the Paying Agent and its successors as Paying Agent under the Escrow and
Paying Agent Agreement and the Subordination Agent and its successors as Subordination Agent under
the Intercreditor Agreement.







13









 








          (c) This Agreement is not intended to, and shall not, provide any person not a party hereto
(other than the Underwriters, each of the beneficiaries of Section 6 hereof and the Depositary as a
beneficiary of Section 4(a)(vi)) with any rights of any nature whatsoever against any of the
parties hereto, and no person not a party hereto (other than the Underwriters, each of the
beneficiaries of Section 6 hereof and the Depositary as a beneficiary of Section 4(a)(vi)) shall
have any right, power or privilege in respect of, or have any benefit or interest arising out of,
this Agreement. To the extent that this Agreement expressly confers upon, gives or grants any
right, power, privilege, benefit, interest, remedy or claim to any of the beneficiaries of Section
6 hereof (including, but not limited to rights, powers, privileges, benefits, interests, remedies
and claims under Section 6) or to the Depositary with respect to Section 4(a)(vi), each such party
is hereby recognized as a third party beneficiary hereunder and may enforce any such right, power,
privilege, benefit, interest, remedy or claim.




          SECTION 9. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT IS BEING DELIVERED IN THE STATE
OF NEW YORK.







14









 








          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.




	 	 	 	 	 	 	 

	 	 	US AIRWAYS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Thomas T. Weir	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Thomas T. Weir

Title: Vice President and Treasurer	 	 
	 

	 	Address:
	 	111 West Rio Salado Parkway

Tempe, Arizona 85281

Attention: Treasurer

Facsimile: (480) 693-5886	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,	 	 
	 	 	not in its individual capacity, except as otherwise

provided herein, but solely as Pass Through Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Robert P. Hines, Jr.	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert P. Hines, Jr.

Title: Assistant Vice President	 	 
	 
	 

	 	Address:
	 	1100 North Market Street

Wilmington, Delaware 19890-1605

Attention: Corporate Trust

Administration

Facsimile: (302) 636-4140	 	 







15









 






	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST COMPANY,	 	 
	 	 	not in its individual capacity, except as otherwise

provided herein, but solely as Subordination Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Robert P. Hines, Jr.	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert P. Hines, Jr.

Title: Assistant Vice President	 	 
	 
	 

	 	Address:
	 	1100 North Market Street

Wilmington, Delaware 19890-1605

Attention: Corporate Trust

Administration

Facsimile: (302) 636-4140	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

as Escrow Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Scott Rosevear
	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Scott Rosevear

Title: Vice President	 	 
	 

	 	Address:
	 	299 South Main Street 

Salt Lake City, 12th Floor Utah 84111

Attention: Corporate Trust

Department

Facsimile: (801) 246-5053	 	 









16









 








	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST COMPANY,

as Paying Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Robert P. Hines, Jr.	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Robert P. Hines, Jr.

Title: Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	1100 North Market Street

Wilmington, Delaware 19890-1605

Attention: Corporate Trust

Administration

Facsimile: (302) 636-4140	 	 










17









 








SCHEDULE I to

Note Purchase Agreement




[to be updated]



Part A — OWNED AIRCRAFT



	 	 	 	 	 	 	 	 	 
	 	 	Registration	 	 	Manufacturer’s	 
	Aircraft Type	 	Number	 	 	Serial Number	 
	 
	 	 	 	 	 	 	 	 





Part B — NEW AIRCRAFT AND SCHEDULED DELIVERY MONTHS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Expected	 	 	Expected	 	 	 	 
	 	 	Registration	 	 	Manufacturer’s	 	 	Scheduled Delivery	 
	Aircraft Type	 	Number	 	 	Serial Number	 	 	Month	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





Note Purchase Agreement 10-1




 









 






SCHEDULE II to

Note Purchase Agreement




TRUST SUPPLEMENTS


Trust Supplement dated as of the Issuance Date between the Company and the Pass Through Trustee in
respect of US Airways Pass Through Trust, Series 2011-1A-O.



Trust Supplement dated as of the Issuance Date between the Company and the Pass Through Trustee in
respect of US Airways Pass Through Trust, Series 2011-1B-O.



Trust Supplement dated as of the Issuance Date between the Company and the Pass Through Trustee in
respect of US Airways Pass Through Trust, Series 2011-1C-O.







Note Purchase Agreement 07-1




2









 








SCHEDULE III to

Note Purchase Agreement




REQUIRED TERMS



Note Purchase Agreement 10-1



 









 





SCHEDULE III TO

Note Purchase Agreement




REQUIRED TERMS



Equipment Notes




          Obligor:          US Airways




          Maximum Principal Amount:




          The initial principal amount and amortization schedule of the Series A, B and C Equipment
Notes issued with respect to an Aircraft shall be as set forth in the following table for that
Aircraft:




Airbus A321-231




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	N543UW
	 	 	Equipment Note Ending Balance	 	Scheduled Payments of Principal
	 	 	Series A	 	Series B	 	Series C	 	Series A	 	Series B	 	Series C
	 	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment
	Date	 	Note	 	Note	 	Note	 	Note	 	Note	 	Note
	At Issuance
	 	$	29,002,000.00	 	 	$	9,302,000.00	 	 	$	8,208,000.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	October 22, 2011
	 	 	29,002,000.00	 	 	 	9,302,000.00	 	 	 	8,208,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2012
	 	 	29,002,000.00	 	 	 	9,302,000.00	 	 	 	8,208,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2012
	 	 	27,513,000.00	 	 	 	8,836,000.00	 	 	 	6,772,000.00	 	 	 	1,489,000.00	 	 	 	466,000.00	 	 	 	1,436,000.00	 
	April 22, 2013
	 	 	26,565,328.80	 	 	 	8,542,576.32	 	 	 	5,521,421.28	 	 	 	947,671.20	 	 	 	293,423.68	 	 	 	1,250,578.72	 
	October 22, 2013
	 	 	25,634,040.00	 	 	 	8,254,160.88	 	 	 	4,306,518.72	 	 	 	931,288.80	 	 	 	288,415.44	 	 	 	1,214,902.56	 
	April 22, 2014
	 	 	24,719,167.20	 	 	 	7,970,670.24	 	 	 	3,127,731.36	 	 	 	914,872.80	 	 	 	283,490.64	 	 	 	1,178,787.36	 
	October 22, 2014
	 	 	23,820,710.40	 	 	 	7,692,104.40	 	 	 	0.00	 	 	 	898,456.80	 	 	 	278,565.84	 	 	 	3,127,731.36	 
	April 22, 2015
	 	 	22,938,669.60	 	 	 	7,320,852.00	 	 	 	0.00	 	 	 	882,040.80	 	 	 	371,252.40	 	 	 	0.00	 
	October 22, 2015
	 	 	22,073,044.80	 	 	 	6,957,807.60	 	 	 	0.00	 	 	 	865,624.80	 	 	 	363,044.40	 	 	 	0.00	 
	April 22, 2016
	 	 	21,223,836.00	 	 	 	6,602,971.20	 	 	 	0.00	 	 	 	849,208.80	 	 	 	354,836.40	 	 	 	0.00	 
	October 22, 2016
	 	 	20,391,043.20	 	 	 	6,256,342.80	 	 	 	0.00	 	 	 	832,792.80	 	 	 	346,628.40	 	 	 	0.00	 
	April 22, 2017
	 	 	19,347,054.00	 	 	 	6,145,534.80	 	 	 	0.00	 	 	 	1,043,989.20	 	 	 	110,808.00	 	 	 	0.00	 
	October 22, 2017
	 	 	18,327,688.80	 	 	 	6,034,726.80	 	 	 	0.00	 	 	 	1,019,365.20	 	 	 	110,808.00	 	 	 	0.00	 
	April 22, 2018
	 	 	17,332,947.60	 	 	 	5,923,918.80	 	 	 	0.00	 	 	 	994,741.20	 	 	 	110,808.00	 	 	 	0.00	 
	October 22, 2018
	 	 	16,362,830.40	 	 	 	0.00	 	 	 	0.00	 	 	 	970,117.20	 	 	 	5,923,918.80	 	 	 	0.00	 
	April 22, 2019
	 	 	15,417,337.20	 	 	 	0.00	 	 	 	0.00	 	 	 	945,493.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2019
	 	 	14,496,468.00	 	 	 	0.00	 	 	 	0.00	 	 	 	920,869.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2020
	 	 	13,600,222.80	 	 	 	0.00	 	 	 	0.00	 	 	 	896,245.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2020
	 	 	12,728,601.60	 	 	 	0.00	 	 	 	0.00	 	 	 	871,621.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2021
	 	 	11,881,604.40	 	 	 	0.00	 	 	 	0.00	 	 	 	846,997.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2021
	 	 	11,059,231.20	 	 	 	0.00	 	 	 	0.00	 	 	 	822,373.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2022
	 	 	10,261,482.00	 	 	 	0.00	 	 	 	0.00	 	 	 	797,749.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2022
	 	 	9,488,356.80	 	 	 	0.00	 	 	 	0.00	 	 	 	773,125.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2023
	 	 	8,739,855.60	 	 	 	0.00	 	 	 	0.00	 	 	 	748,501.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2023
	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	8,739,855.60	 	 	 	0.00	 	 	 	0.00	 





Note Purchase Agreement 10-1




 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	N544UW
	 	 	Equipment Note Ending Balance	 	Scheduled Payments of Principal
	 	 	Series A	 	Series B	 	Series C	 	Series A	 	Series B	 	Series C
	 	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment
	Date	 	Note	 	Note	 	Note	 	Note	 	Note	 	Note
	At Issuance
	 	$	29,002,000.00	 	 	$	9,302,000.00	 	 	$	8,208,000.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	October 22, 2011
	 	 	29,002,000.00	 	 	 	9,302,000.00	 	 	 	8,208,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2012
	 	 	29,002,000.00	 	 	 	9,302,000.00	 	 	 	8,208,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2012
	 	 	27,513,000.00	 	 	 	8,836,000.00	 	 	 	6,772,000.00	 	 	 	1,489,000.00	 	 	 	466,000.00	 	 	 	1,436,000.00	 
	April 22, 2013
	 	 	26,565,328.80	 	 	 	8,542,576.32	 	 	 	5,521,421.28	 	 	 	947,671.20	 	 	 	293,423.68	 	 	 	1,250,578.72	 
	October 22, 2013
	 	 	25,634,040.00	 	 	 	8,254,160.88	 	 	 	4,306,518.72	 	 	 	931,288.80	 	 	 	288,415.44	 	 	 	1,214,902.56	 
	April 22, 2014
	 	 	24,719,167.20	 	 	 	7,970,670.24	 	 	 	3,127,731.36	 	 	 	914,872.80	 	 	 	283,490.64	 	 	 	1,178,787.36	 
	October 22, 2014
	 	 	23,820,710.40	 	 	 	7,692,104.40	 	 	 	0.00	 	 	 	898,456.80	 	 	 	278,565.84	 	 	 	3,127,731.36	 
	April 22, 2015
	 	 	22,938,669.60	 	 	 	7,320,852.00	 	 	 	0.00	 	 	 	882,040.80	 	 	 	371,252.40	 	 	 	0.00	 
	October 22, 2015
	 	 	22,073,044.80	 	 	 	6,957,807.60	 	 	 	0.00	 	 	 	865,624.80	 	 	 	363,044.40	 	 	 	0.00	 
	April 22, 2016
	 	 	21,223,836.00	 	 	 	6,602,971.20	 	 	 	0.00	 	 	 	849,208.80	 	 	 	354,836.40	 	 	 	0.00	 
	October 22, 2016
	 	 	20,391,043.20	 	 	 	6,256,342.80	 	 	 	0.00	 	 	 	832,792.80	 	 	 	346,628.40	 	 	 	0.00	 
	April 22, 2017
	 	 	19,347,054.00	 	 	 	6,145,534.80	 	 	 	0.00	 	 	 	1,043,989.20	 	 	 	110,808.00	 	 	 	0.00	 
	October 22, 2017
	 	 	18,327,688.80	 	 	 	6,034,726.80	 	 	 	0.00	 	 	 	1,019,365.20	 	 	 	110,808.00	 	 	 	0.00	 
	April 22, 2018
	 	 	17,332,947.60	 	 	 	5,923,918.80	 	 	 	0.00	 	 	 	994,741.20	 	 	 	110,808.00	 	 	 	0.00	 
	October 22, 2018
	 	 	16,362,830.40	 	 	 	0.00	 	 	 	0.00	 	 	 	970,117.20	 	 	 	5,923,918.80	 	 	 	0.00	 
	April 22, 2019
	 	 	15,417,337.20	 	 	 	0.00	 	 	 	0.00	 	 	 	945,493.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2019
	 	 	14,496,468.00	 	 	 	0.00	 	 	 	0.00	 	 	 	920,869.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2020
	 	 	13,600,222.80	 	 	 	0.00	 	 	 	0.00	 	 	 	896,245.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2020
	 	 	12,728,601.60	 	 	 	0.00	 	 	 	0.00	 	 	 	871,621.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2021
	 	 	11,881,604.40	 	 	 	0.00	 	 	 	0.00	 	 	 	846,997.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2021
	 	 	11,059,231.20	 	 	 	0.00	 	 	 	0.00	 	 	 	822,373.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2022
	 	 	10,261,482.00	 	 	 	0.00	 	 	 	0.00	 	 	 	797,749.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2022
	 	 	9,488,356.80	 	 	 	0.00	 	 	 	0.00	 	 	 	773,125.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2023
	 	 	8,739,855.60	 	 	 	0.00	 	 	 	0.00	 	 	 	748,501.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2023
	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	8,739,855.60	 	 	 	0.00	 	 	 	0.00	 






Note Purchase Agreement 07-1


2









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	N545UW
	 	 	Equipment Note Ending Balance	 	Scheduled Payments of Principal
	 	 	Series A	 	Series B	 	Series C	 	Series A	 	Series B	 	Series C
	 	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment
	Date	 	Note	 	Note	 	Note	 	Note	 	Note	 	Note
	At Issuance
	 	$	29,002,000.00	 	 	$	9,302,000.00	 	 	$	8,208,000.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	October 22, 2011
	 	 	29,002,000.00	 	 	 	9,302,000.00	 	 	 	8,208,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2012
	 	 	29,002,000.00	 	 	 	9,302,000.00	 	 	 	8,208,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2012
	 	 	27,513,000.00	 	 	 	8,836,000.00	 	 	 	6,772,000.00	 	 	 	1,489,000.00	 	 	 	466,000.00	 	 	 	1,436,000.00	 
	April 22, 2013
	 	 	26,565,328.80	 	 	 	8,542,576.32	 	 	 	5,521,421.28	 	 	 	947,671.20	 	 	 	293,423.68	 	 	 	1,250,578.72	 
	October 22, 2013
	 	 	25,634,040.00	 	 	 	8,254,160.88	 	 	 	4,306,518.72	 	 	 	931,288.80	 	 	 	288,415.44	 	 	 	1,214,902.56	 
	April 22, 2014
	 	 	24,719,167.20	 	 	 	7,970,670.24	 	 	 	3,127,731.36	 	 	 	914,872.80	 	 	 	283,490.64	 	 	 	1,178,787.36	 
	October 22, 2014
	 	 	23,820,710.40	 	 	 	7,692,104.40	 	 	 	0.00	 	 	 	898,456.80	 	 	 	278,565.84	 	 	 	3,127,731.36	 
	April 22, 2015
	 	 	22,938,669.60	 	 	 	7,320,852.00	 	 	 	0.00	 	 	 	882,040.80	 	 	 	371,252.40	 	 	 	0.00	 
	October 22, 2015
	 	 	22,073,044.80	 	 	 	6,957,807.60	 	 	 	0.00	 	 	 	865,624.80	 	 	 	363,044.40	 	 	 	0.00	 
	April 22, 2016
	 	 	21,223,836.00	 	 	 	6,602,971.20	 	 	 	0.00	 	 	 	849,208.80	 	 	 	354,836.40	 	 	 	0.00	 
	October 22, 2016
	 	 	20,391,043.20	 	 	 	6,256,342.80	 	 	 	0.00	 	 	 	832,792.80	 	 	 	346,628.40	 	 	 	0.00	 
	April 22, 2017
	 	 	19,347,054.00	 	 	 	6,145,534.80	 	 	 	0.00	 	 	 	1,043,989.20	 	 	 	110,808.00	 	 	 	0.00	 
	October 22, 2017
	 	 	18,327,688.80	 	 	 	6,034,726.80	 	 	 	0.00	 	 	 	1,019,365.20	 	 	 	110,808.00	 	 	 	0.00	 
	April 22, 2018
	 	 	17,332,947.60	 	 	 	5,923,918.80	 	 	 	0.00	 	 	 	994,741.20	 	 	 	110,808.00	 	 	 	0.00	 
	October 22, 2018
	 	 	16,362,830.40	 	 	 	0.00	 	 	 	0.00	 	 	 	970,117.20	 	 	 	5,923,918.80	 	 	 	0.00	 
	April 22, 2019
	 	 	15,417,337.20	 	 	 	0.00	 	 	 	0.00	 	 	 	945,493.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2019
	 	 	14,496,468.00	 	 	 	0.00	 	 	 	0.00	 	 	 	920,869.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2020
	 	 	13,600,222.80	 	 	 	0.00	 	 	 	0.00	 	 	 	896,245.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2020
	 	 	12,728,601.60	 	 	 	0.00	 	 	 	0.00	 	 	 	871,621.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2021
	 	 	11,881,604.40	 	 	 	0.00	 	 	 	0.00	 	 	 	846,997.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2021
	 	 	11,059,231.20	 	 	 	0.00	 	 	 	0.00	 	 	 	822,373.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2022
	 	 	10,261,482.00	 	 	 	0.00	 	 	 	0.00	 	 	 	797,749.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2022
	 	 	9,488,356.80	 	 	 	0.00	 	 	 	0.00	 	 	 	773,125.20	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2023
	 	 	8,739,855.60	 	 	 	0.00	 	 	 	0.00	 	 	 	748,501.20	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2023
	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	8,739,855.60	 	 	 	0.00	 	 	 	0.00	 






Note Purchase Agreement 07-1



3









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	N546UW
	 	 	Equipment Note Ending Balance	 	Scheduled Payments of Principal
	 	 	Series A	 	Series B	 	Series C	 	Series A	 	Series B	 	Series C
	 	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment
	Date	 	Note	 	Note	 	Note	 	Note	 	Note	 	Note
	At Issuance
	 	$	29,049,000.00	 	 	$	9,318,000.00	 	 	$	8,222,000.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	October 22, 2011
	 	 	29,049,000.00	 	 	 	9,318,000.00	 	 	 	8,222,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2012
	 	 	29,049,000.00	 	 	 	9,318,000.00	 	 	 	8,222,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2012
	 	 	27,630,000.00	 	 	 	8,873,000.00	 	 	 	6,801,000.00	 	 	 	1,419,000.00	 	 	 	445,000.00	 	 	 	1,421,000.00	 
	April 22, 2013
	 	 	26,678,904.53	 	 	 	8,579,098.71	 	 	 	5,545,027.21	 	 	 	951,095.47	 	 	 	293,901.29	 	 	 	1,255,972.79	 
	October 22, 2013
	 	 	25,744,713.75	 	 	 	8,289,797.83	 	 	 	4,325,111.91	 	 	 	934,190.78	 	 	 	289,300.88	 	 	 	1,219,915.30	 
	April 22, 2014
	 	 	24,826,965.98	 	 	 	8,005,429.84	 	 	 	3,141,371.20	 	 	 	917,747.77	 	 	 	284,367.99	 	 	 	1,183,740.71	 
	October 22, 2014
	 	 	23,925,661.20	 	 	 	7,725,994.76	 	 	 	0.00	 	 	 	901,304.78	 	 	 	279,435.08	 	 	 	3,141,371.20	 
	April 22, 2015
	 	 	23,040,799.43	 	 	 	7,353,446.62	 	 	 	0.00	 	 	 	884,861.77	 	 	 	372,548.14	 	 	 	0.00	 
	October 22, 2015
	 	 	22,172,380.65	 	 	 	6,989,119.99	 	 	 	0.00	 	 	 	868,418.78	 	 	 	364,326.63	 	 	 	0.00	 
	April 22, 2016
	 	 	21,320,404.88	 	 	 	6,633,014.85	 	 	 	0.00	 	 	 	851,975.77	 	 	 	356,105.14	 	 	 	0.00	 
	October 22, 2016
	 	 	20,484,872.10	 	 	 	6,285,131.21	 	 	 	0.00	 	 	 	835,532.78	 	 	 	347,883.64	 	 	 	0.00	 
	April 22, 2017
	 	 	19,437,110.44	 	 	 	6,174,140.96	 	 	 	0.00	 	 	 	1,047,761.66	 	 	 	110,990.25	 	 	 	0.00	 
	October 22, 2017
	 	 	18,414,013.28	 	 	 	6,063,150.71	 	 	 	0.00	 	 	 	1,023,097.16	 	 	 	110,990.25	 	 	 	0.00	 
	April 22, 2018
	 	 	17,415,580.61	 	 	 	5,952,160.46	 	 	 	0.00	 	 	 	998,432.67	 	 	 	110,990.25	 	 	 	0.00	 
	October 22, 2018
	 	 	16,441,812.45	 	 	 	0.00	 	 	 	0.00	 	 	 	973,768.16	 	 	 	5,952,160.46	 	 	 	0.00	 
	April 22, 2019
	 	 	15,492,708.79	 	 	 	0.00	 	 	 	0.00	 	 	 	949,103.66	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2019
	 	 	14,568,269.63	 	 	 	0.00	 	 	 	0.00	 	 	 	924,439.16	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2020
	 	 	13,668,494.96	 	 	 	0.00	 	 	 	0.00	 	 	 	899,774.67	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2020
	 	 	12,793,384.80	 	 	 	0.00	 	 	 	0.00	 	 	 	875,110.16	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2021
	 	 	11,942,939.14	 	 	 	0.00	 	 	 	0.00	 	 	 	850,445.66	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2021
	 	 	11,117,157.98	 	 	 	0.00	 	 	 	0.00	 	 	 	825,781.16	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2022
	 	 	10,316,041.31	 	 	 	0.00	 	 	 	0.00	 	 	 	801,116.67	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2022
	 	 	9,539,589.15	 	 	 	0.00	 	 	 	0.00	 	 	 	776,452.16	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2023
	 	 	8,787,801.49	 	 	 	0.00	 	 	 	0.00	 	 	 	751,787.66	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2023
	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	8,787,801.49	 	 	 	0.00	 	 	 	0.00	 






Note Purchase Agreement 07-1


4










 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	N534UW
	 	 	Equipment Note Ending Balance	 	Scheduled Payments of Principal
	 	 	Series A	 	Series B	 	Series C	 	Series A	 	Series B	 	Series C
	 	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment
	Date	 	Note	 	Note	 	Note	 	Note	 	Note	 	Note
	At Issuance
	 	$	25,233,000.00	 	 	$	8,094,000.00	 	 	$	7,142,000.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	October 22, 2011
	 	 	25,233,000.00	 	 	 	8,094,000.00	 	 	 	7,142,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2012
	 	 	24,554,000.00	 	 	 	7,875,000.00	 	 	 	6,949,000.00	 	 	 	679,000.00	 	 	 	219,000.00	 	 	 	193,000.00	 
	October 22, 2012
	 	 	23,696,770.61	 	 	 	7,610,309.02	 	 	 	5,833,051.23	 	 	 	857,229.39	 	 	 	264,690.98	 	 	 	1,115,948.77	 
	April 22, 2013
	 	 	22,855,070.55	 	 	 	7,349,473.66	 	 	 	4,750,269.57	 	 	 	841,700.06	 	 	 	260,835.36	 	 	 	1,082,781.66	 
	October 22, 2013
	 	 	22,028,507.47	 	 	 	7,093,179.40	 	 	 	3,700,789.25	 	 	 	826,563.08	 	 	 	256,294.26	 	 	 	1,049,480.32	 
	April 22, 2014
	 	 	21,217,081.35	 	 	 	6,841,426.24	 	 	 	2,684,610.29	 	 	 	811,426.12	 	 	 	251,753.16	 	 	 	1,016,178.96	 
	October 22, 2014
	 	 	20,420,792.23	 	 	 	6,594,214.15	 	 	 	0.00	 	 	 	796,289.12	 	 	 	247,212.09	 	 	 	2,684,610.29	 
	April 22, 2015
	 	 	19,639,640.08	 	 	 	6,267,970.24	 	 	 	0.00	 	 	 	781,152.15	 	 	 	326,243.91	 	 	 	0.00	 
	October 22, 2015
	 	 	18,873,624.91	 	 	 	5,949,294.80	 	 	 	0.00	 	 	 	766,015.17	 	 	 	318,675.44	 	 	 	0.00	 
	April 22, 2016
	 	 	18,122,746.71	 	 	 	5,638,187.87	 	 	 	0.00	 	 	 	750,878.20	 	 	 	311,106.93	 	 	 	0.00	 
	October 22, 2016
	 	 	17,387,005.50	 	 	 	5,334,649.41	 	 	 	0.00	 	 	 	735,741.21	 	 	 	303,538.46	 	 	 	0.00	 
	April 22, 2017
	 	 	16,472,605.89	 	 	 	5,232,474.81	 	 	 	0.00	 	 	 	914,399.61	 	 	 	102,174.60	 	 	 	0.00	 
	October 22, 2017
	 	 	15,580,911.75	 	 	 	5,130,300.22	 	 	 	0.00	 	 	 	891,694.14	 	 	 	102,174.59	 	 	 	0.00	 
	April 22, 2018
	 	 	14,711,923.09	 	 	 	5,028,125.61	 	 	 	0.00	 	 	 	868,988.66	 	 	 	102,174.61	 	 	 	0.00	 
	October 22, 2018
	 	 	13,865,639.88	 	 	 	0.00	 	 	 	0.00	 	 	 	846,283.21	 	 	 	5,028,125.61	 	 	 	0.00	 
	April 22, 2019
	 	 	13,042,062.15	 	 	 	0.00	 	 	 	0.00	 	 	 	823,577.73	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2019
	 	 	12,241,189.88	 	 	 	0.00	 	 	 	0.00	 	 	 	800,872.27	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2020
	 	 	11,463,023.08	 	 	 	0.00	 	 	 	0.00	 	 	 	778,166.80	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2020
	 	 	10,707,561.74	 	 	 	0.00	 	 	 	0.00	 	 	 	755,461.34	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2021
	 	 	9,974,805.87	 	 	 	0.00	 	 	 	0.00	 	 	 	732,755.87	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2021
	 	 	9,264,755.47	 	 	 	0.00	 	 	 	0.00	 	 	 	710,050.40	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2022
	 	 	8,577,410.54	 	 	 	0.00	 	 	 	0.00	 	 	 	687,344.93	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2022
	 	 	7,912,771.07	 	 	 	0.00	 	 	 	0.00	 	 	 	664,639.47	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2023
	 	 	7,270,837.07	 	 	 	0.00	 	 	 	0.00	 	 	 	641,934.00	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2023
	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	7,270,837.07	 	 	 	0.00	 	 	 	0.00	 






Note Purchase Agreement 07-1


5









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	N536UW
	 	 	Equipment Note Ending Balance	 	Scheduled Payments of Principal
	 	 	Series A	 	Series B	 	Series C	 	Series A	 	Series B	 	Series C
	 	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment
	Date	 	Note	 	Note	 	Note	 	Note	 	Note	 	Note
	At Issuance
	 	$	25,604,000.00	 	 	$	8,213,000.00	 	 	$	7,247,000.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	October 22, 2011
	 	 	25,604,000.00	 	 	 	8,213,000.00	 	 	 	7,247,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2012
	 	 	24,919,000.00	 	 	 	7,993,000.00	 	 	 	7,052,000.00	 	 	 	685,000.00	 	 	 	220,000.00	 	 	 	195,000.00	 
	October 22, 2012
	 	 	24,051,602.78	 	 	 	7,724,264.73	 	 	 	5,920,394.53	 	 	 	867,397.22	 	 	 	268,735.27	 	 	 	1,131,605.47	 
	April 22, 2013
	 	 	23,199,741.96	 	 	 	7,460,309.17	 	 	 	4,821,907.16	 	 	 	851,860.82	 	 	 	263,955.56	 	 	 	1,098,487.37	 
	October 22, 2013
	 	 	22,363,148.98	 	 	 	7,200,933.96	 	 	 	3,757,009.03	 	 	 	836,592.98	 	 	 	259,375.21	 	 	 	1,064,898.13	 
	April 22, 2014
	 	 	21,541,823.84	 	 	 	6,946,139.12	 	 	 	2,725,700.16	 	 	 	821,325.14	 	 	 	254,794.84	 	 	 	1,031,308.87	 
	October 22, 2014
	 	 	20,735,766.55	 	 	 	6,695,924.62	 	 	 	0.00	 	 	 	806,057.29	 	 	 	250,214.50	 	 	 	2,725,700.16	 
	April 22, 2015
	 	 	19,944,977.11	 	 	 	6,365,418.22	 	 	 	0.00	 	 	 	790,789.44	 	 	 	330,506.40	 	 	 	0.00	 
	October 22, 2015
	 	 	19,169,455.50	 	 	 	6,042,545.76	 	 	 	0.00	 	 	 	775,521.61	 	 	 	322,872.46	 	 	 	0.00	 
	April 22, 2016
	 	 	18,409,201.74	 	 	 	5,727,307.21	 	 	 	0.00	 	 	 	760,253.76	 	 	 	315,238.55	 	 	 	0.00	 
	October 22, 2016
	 	 	17,664,215.82	 	 	 	5,419,702.58	 	 	 	0.00	 	 	 	744,985.92	 	 	 	307,604.63	 	 	 	0.00	 
	April 22, 2017
	 	 	16,737,584.98	 	 	 	5,316,644.64	 	 	 	0.00	 	 	 	926,630.84	 	 	 	103,057.94	 	 	 	0.00	 
	October 22, 2017
	 	 	15,833,855.90	 	 	 	5,213,586.70	 	 	 	0.00	 	 	 	903,729.08	 	 	 	103,057.94	 	 	 	0.00	 
	April 22, 2018
	 	 	14,953,028.59	 	 	 	5,110,528.76	 	 	 	0.00	 	 	 	880,827.31	 	 	 	103,057.94	 	 	 	0.00	 
	October 22, 2018
	 	 	14,095,103.05	 	 	 	0.00	 	 	 	0.00	 	 	 	857,925.54	 	 	 	5,110,528.76	 	 	 	0.00	 
	April 22, 2019
	 	 	13,260,079.27	 	 	 	0.00	 	 	 	0.00	 	 	 	835,023.78	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2019
	 	 	12,447,957.25	 	 	 	0.00	 	 	 	0.00	 	 	 	812,122.02	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2020
	 	 	11,658,736.99	 	 	 	0.00	 	 	 	0.00	 	 	 	789,220.26	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2020
	 	 	10,892,418.51	 	 	 	0.00	 	 	 	0.00	 	 	 	766,318.48	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2021
	 	 	10,149,001.78	 	 	 	0.00	 	 	 	0.00	 	 	 	743,416.73	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2021
	 	 	9,428,486.82	 	 	 	0.00	 	 	 	0.00	 	 	 	720,514.96	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2022
	 	 	8,730,873.63	 	 	 	0.00	 	 	 	0.00	 	 	 	697,613.19	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2022
	 	 	8,056,162.20	 	 	 	0.00	 	 	 	0.00	 	 	 	674,711.43	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2023
	 	 	7,404,352.53	 	 	 	0.00	 	 	 	0.00	 	 	 	651,809.67	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2023
	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	7,404,352.53	 	 	 	0.00	 	 	 	0.00	 






Note Purchase Agreement 07-1


6









 






Airbus A330-243




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	N284AY
	 	 	Equipment Note Ending Balance	 	Scheduled Payments of Principal
	 	 	Series A	 	Series B	 	Series C	 	Series A	 	Series B	 	Series C
	 	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment
	Date	 	Note	 	Note	 	Note	 	Note	 	Note	 	Note
	At Issuance
	 	$	51,905,000.00	 	 	$	16,648,000.00	 	 	$	14,690,000.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	October 22, 2011
	 	 	51,905,000.00	 	 	 	16,648,000.00	 	 	 	14,690,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2012
	 	 	50,535,000.00	 	 	 	16,209,000.00	 	 	 	14,302,000.00	 	 	 	1,370,000.00	 	 	 	439,000.00	 	 	 	388,000.00	 
	October 22, 2012
	 	 	48,788,205.47	 	 	 	15,668,519.84	 	 	 	12,009,404.42	 	 	 	1,746,794.53	 	 	 	540,480.16	 	 	 	2,292,595.58	 
	April 22, 2013
	 	 	47,072,062.99	 	 	 	15,136,898.69	 	 	 	9,783,605.25	 	 	 	1,716,142.48	 	 	 	531,621.15	 	 	 	2,225,799.17	 
	October 22, 2013
	 	 	45,386,426.70	 	 	 	14,614,429.39	 	 	 	7,624,919.69	 	 	 	1,685,636.29	 	 	 	522,469.30	 	 	 	2,158,685.56	 
	April 22, 2014
	 	 	43,731,296.58	 	 	 	14,101,111.96	 	 	 	5,533,347.74	 	 	 	1,655,130.12	 	 	 	513,317.43	 	 	 	2,091,571.95	 
	October 22, 2014
	 	 	42,106,672.67	 	 	 	13,596,946.38	 	 	 	0.00	 	 	 	1,624,623.91	 	 	 	504,165.58	 	 	 	5,533,347.74	 
	April 22, 2015
	 	 	40,512,554.93	 	 	 	12,929,538.81	 	 	 	0.00	 	 	 	1,594,117.74	 	 	 	667,407.57	 	 	 	0.00	 
	October 22, 2015
	 	 	38,948,943.38	 	 	 	12,277,384.33	 	 	 	0.00	 	 	 	1,563,611.55	 	 	 	652,154.48	 	 	 	0.00	 
	April 22, 2016
	 	 	37,415,838.02	 	 	 	11,640,482.94	 	 	 	0.00	 	 	 	1,533,105.36	 	 	 	636,901.39	 	 	 	0.00	 
	October 22, 2016
	 	 	35,913,238.84	 	 	 	11,018,834.65	 	 	 	0.00	 	 	 	1,502,599.18	 	 	 	621,648.29	 	 	 	0.00	 
	April 22, 2017
	 	 	34,040,667.42	 	 	 	10,812,917.88	 	 	 	0.00	 	 	 	1,872,571.42	 	 	 	205,916.77	 	 	 	0.00	 
	October 22, 2017
	 	 	32,213,855.27	 	 	 	10,607,001.12	 	 	 	0.00	 	 	 	1,826,812.15	 	 	 	205,916.76	 	 	 	0.00	 
	April 22, 2018
	 	 	30,432,802.40	 	 	 	10,401,084.36	 	 	 	0.00	 	 	 	1,781,052.87	 	 	 	205,916.76	 	 	 	0.00	 
	October 22, 2018
	 	 	28,697,508.81	 	 	 	0.00	 	 	 	0.00	 	 	 	1,735,293.59	 	 	 	10,401,084.36	 	 	 	0.00	 
	April 22, 2019
	 	 	27,007,974.50	 	 	 	0.00	 	 	 	0.00	 	 	 	1,689,534.31	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2019
	 	 	25,364,199.47	 	 	 	0.00	 	 	 	0.00	 	 	 	1,643,775.03	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2020
	 	 	23,766,183.73	 	 	 	0.00	 	 	 	0.00	 	 	 	1,598,015.74	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2020
	 	 	22,213,927.26	 	 	 	0.00	 	 	 	0.00	 	 	 	1,552,256.47	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2021
	 	 	20,707,430.07	 	 	 	0.00	 	 	 	0.00	 	 	 	1,506,497.19	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2021
	 	 	19,246,692.16	 	 	 	0.00	 	 	 	0.00	 	 	 	1,460,737.91	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2022
	 	 	17,831,713.53	 	 	 	0.00	 	 	 	0.00	 	 	 	1,414,978.63	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2022
	 	 	16,462,494.19	 	 	 	0.00	 	 	 	0.00	 	 	 	1,369,219.34	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2023
	 	 	15,139,034.12	 	 	 	0.00	 	 	 	0.00	 	 	 	1,323,460.07	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2023
	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	15,139,034.12	 	 	 	0.00	 	 	 	0.00	 





 Note Purchase Agreement 07-1


7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	N285AY
	 	 	Equipment Note Ending Balance	 	Scheduled Payments of Principal
	 	 	Series A	 	Series B	 	Series C	 	Series A	 	Series B	 	Series C
	 	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment
	Date	 	Note	 	Note	 	Note	 	Note	 	Note	 	Note
	At Issuance
	 	$	51,864,000.00	 	 	$	16,636,000.00	 	 	$	14,678,000.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	October 22, 2011
	 	 	51,864,000.00	 	 	 	16,636,000.00	 	 	 	14,678,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2012
	 	 	50,495,000.00	 	 	 	16,197,000.00	 	 	 	14,291,000.00	 	 	 	1,369,000.00	 	 	 	439,000.00	 	 	 	387,000.00	 
	October 22, 2012
	 	 	48,749,827.06	 	 	 	15,656,194.46	 	 	 	11,999,957.43	 	 	 	1,745,172.94	 	 	 	540,805.54	 	 	 	2,291,042.57	 
	April 22, 2013
	 	 	47,034,964.34	 	 	 	15,124,968.93	 	 	 	9,775,894.55	 	 	 	1,714,862.72	 	 	 	531,225.53	 	 	 	2,224,062.88	 
	October 22, 2013
	 	 	45,350,586.57	 	 	 	14,602,888.87	 	 	 	7,618,898.54	 	 	 	1,684,377.77	 	 	 	522,080.06	 	 	 	2,156,996.01	 
	April 22, 2014
	 	 	43,696,693.74	 	 	 	14,089,954.30	 	 	 	5,528,969.41	 	 	 	1,653,892.83	 	 	 	512,934.57	 	 	 	2,089,929.13	 
	October 22, 2014
	 	 	42,073,285.84	 	 	 	13,586,165.22	 	 	 	0.00	 	 	 	1,623,407.90	 	 	 	503,789.08	 	 	 	5,528,969.41	 
	April 22, 2015
	 	 	40,480,362.90	 	 	 	12,919,264.75	 	 	 	0.00	 	 	 	1,592,922.94	 	 	 	666,900.47	 	 	 	0.00	 
	October 22, 2015
	 	 	38,917,924.89	 	 	 	12,267,606.76	 	 	 	0.00	 	 	 	1,562,438.01	 	 	 	651,657.99	 	 	 	0.00	 
	April 22, 2016
	 	 	37,385,971.83	 	 	 	11,631,191.24	 	 	 	0.00	 	 	 	1,531,953.06	 	 	 	636,415.52	 	 	 	0.00	 
	October 22, 2016
	 	 	35,884,503.71	 	 	 	11,010,018.19	 	 	 	0.00	 	 	 	1,501,468.12	 	 	 	621,173.05	 	 	 	0.00	 
	April 22, 2017
	 	 	34,013,363.33	 	 	 	10,804,244.82	 	 	 	0.00	 	 	 	1,871,140.38	 	 	 	205,773.37	 	 	 	0.00	 
	October 22, 2017
	 	 	32,187,950.35	 	 	 	10,598,471.46	 	 	 	0.00	 	 	 	1,825,412.98	 	 	 	205,773.36	 	 	 	0.00	 
	April 22, 2018
	 	 	30,408,264.79	 	 	 	10,392,698.09	 	 	 	0.00	 	 	 	1,779,685.56	 	 	 	205,773.37	 	 	 	0.00	 
	October 22, 2018
	 	 	28,674,306.64	 	 	 	0.00	 	 	 	0.00	 	 	 	1,733,958.15	 	 	 	10,392,698.09	 	 	 	0.00	 
	April 22, 2019
	 	 	26,986,075.91	 	 	 	0.00	 	 	 	0.00	 	 	 	1,688,230.73	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2019
	 	 	25,343,572.59	 	 	 	0.00	 	 	 	0.00	 	 	 	1,642,503.32	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2020
	 	 	23,746,796.68	 	 	 	0.00	 	 	 	0.00	 	 	 	1,596,775.91	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2020
	 	 	22,195,748.20	 	 	 	0.00	 	 	 	0.00	 	 	 	1,551,048.48	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2021
	 	 	20,690,427.12	 	 	 	0.00	 	 	 	0.00	 	 	 	1,505,321.08	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2021
	 	 	19,230,833.46	 	 	 	0.00	 	 	 	0.00	 	 	 	1,459,593.66	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2022
	 	 	17,816,967.21	 	 	 	0.00	 	 	 	0.00	 	 	 	1,413,866.25	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2022
	 	 	16,448,828.38	 	 	 	0.00	 	 	 	0.00	 	 	 	1,368,138.83	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2023
	 	 	15,126,416.96	 	 	 	0.00	 	 	 	0.00	 	 	 	1,322,411.42	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2023
	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	15,126,416.96	 	 	 	0.00	 	 	 	0.00	 





 Note Purchase Agreement 07-1


8









 






Airbus A320-214




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	N126UW
	 	 	Equipment Note Ending Balance	 	Scheduled Payments of Principal
	 	 	Series A	 	Series B	 	Series C	 	Series A	 	Series B	 	Series C
	 	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment	 	Equipment
	Date	 	Note	 	Note	 	Note	 	Note	 	Note	 	Note
	At Issuance
	 	$	23,283,000.00	 	 	$	7,468,000.00	 	 	$	6,590,000.00	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	October 22, 2011
	 	 	23,283,000.00	 	 	 	7,468,000.00	 	 	 	6,590,000.00	 	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2012
	 	 	22,664,000.00	 	 	 	7,269,000.00	 	 	 	6,414,000.00	 	 	 	619,000.00	 	 	 	199,000.00	 	 	 	176,000.00	 
	October 22, 2012
	 	 	21,877,254.95	 	 	 	7,025,964.57	 	 	 	5,385,170.45	 	 	 	786,745.05	 	 	 	243,035.43	 	 	 	1,028,829.55	 
	April 22, 2013
	 	 	21,104,791.98	 	 	 	6,786,638.98	 	 	 	4,386,486.18	 	 	 	772,462.97	 	 	 	239,325.59	 	 	 	998,684.27	 
	October 22, 2013
	 	 	20,346,122.99	 	 	 	6,551,451.60	 	 	 	3,418,148.66	 	 	 	758,668.99	 	 	 	235,187.38	 	 	 	968,337.52	 
	April 22, 2014
	 	 	19,601,247.97	 	 	 	6,320,402.41	 	 	 	2,480,157.90	 	 	 	744,875.02	 	 	 	231,049.19	 	 	 	937,990.76	 
	October 22, 2014
	 	 	18,870,166.94	 	 	 	6,093,491.41	 	 	 	0.00	 	 	 	731,081.03	 	 	 	226,911.00	 	 	 	2,480,157.90	 
	April 22, 2015
	 	 	18,152,879.89	 	 	 	5,793,472.31	 	 	 	0.00	 	 	 	717,287.05	 	 	 	300,019.10	 	 	 	0.00	 
	October 22, 2015
	 	 	17,449,386.83	 	 	 	5,500,350.20	 	 	 	0.00	 	 	 	703,493.06	 	 	 	293,122.11	 	 	 	0.00	 
	April 22, 2016
	 	 	16,759,687.75	 	 	 	5,214,125.07	 	 	 	0.00	 	 	 	689,699.08	 	 	 	286,225.13	 	 	 	0.00	 
	October 22, 2016
	 	 	16,083,782.64	 	 	 	4,934,796.95	 	 	 	0.00	 	 	 	675,905.11	 	 	 	279,328.12	 	 	 	0.00	 
	April 22, 2017
	 	 	15,242,349.76	 	 	 	4,841,687.57	 	 	 	0.00	 	 	 	841,432.88	 	 	 	93,109.38	 	 	 	0.00	 
	October 22, 2017
	 	 	14,421,607.85	 	 	 	4,748,578.19	 	 	 	0.00	 	 	 	820,741.91	 	 	 	93,109.38	 	 	 	0.00	 
	April 22, 2018
	 	 	13,621,556.91	 	 	 	4,655,468.82	 	 	 	0.00	 	 	 	800,050.94	 	 	 	93,109.37	 	 	 	0.00	 
	October 22, 2018
	 	 	12,842,196.95	 	 	 	0.00	 	 	 	0.00	 	 	 	779,359.96	 	 	 	4,655,468.82	 	 	 	0.00	 
	April 22, 2019
	 	 	12,083,527.95	 	 	 	0.00	 	 	 	0.00	 	 	 	758,669.00	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2019
	 	 	11,345,549.94	 	 	 	0.00	 	 	 	0.00	 	 	 	737,978.01	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2020
	 	 	10,628,262.89	 	 	 	0.00	 	 	 	0.00	 	 	 	717,287.05	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2020
	 	 	9,931,666.81	 	 	 	0.00	 	 	 	0.00	 	 	 	696,596.08	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2021
	 	 	9,255,761.71	 	 	 	0.00	 	 	 	0.00	 	 	 	675,905.10	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2021
	 	 	8,600,547.58	 	 	 	0.00	 	 	 	0.00	 	 	 	655,214.13	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2022
	 	 	7,966,024.42	 	 	 	0.00	 	 	 	0.00	 	 	 	634,523.16	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2022
	 	 	7,352,192.24	 	 	 	0.00	 	 	 	0.00	 	 	 	613,832.18	 	 	 	0.00	 	 	 	0.00	 
	April 22, 2023
	 	 	6,759,051.03	 	 	 	0.00	 	 	 	0.00	 	 	 	593,141.21	 	 	 	0.00	 	 	 	0.00	 
	October 22, 2023
	 	 	0.00	 	 	 	0.00	 	 	 	0.00	 	 	 	6,759,051.03	 	 	 	0.00	 	 	 	0.00	 





Note Purchase Agreement 07-1


9









 





Trust Indenture




          Debt Rate (as such term is defined in clause (i) of the form of Trust Indenture and Security
Agreement marked as Exhibit C of the Note Purchase Agreement (the “Trust Indenture Form”)
for Series A (computed on the basis of a 360-day year consisting of twelve 30-day months, payable
semi-annually in arrears): 7.125%




          Debt Rate (as such term is defined in clause (i) of the Trust Indenture Form) for Series B
(computed on the basis of a 360-day year consisting of twelve 30 day months, payable semi-annually
in arrears): 9.750%




          Debt Rate (as such term is defined in clause (i) of the Trust Indenture Form) for Series C
(computed on the basis of a 360-day year consisting of twelve 30 day months, payable semi-annually
in arrears): 10.875%




	 	 	 

	Payment Due Rate:

	 	Debt Rate plus 2% per annum
	 
	 	 
	Payment Dates:

	 	April 22 and October 22
	 
	 	 
	Make-Whole Premiums:

	 	As provided in Article II of the Trust Indenture Form
	 
	 	 
	Redemption:

	 	As provided in Article II of the Trust Indenture Form
	 
	 	 
	All-risk hull insurance:

	 	Not less than the unpaid principal amount of the Equipment Notes relating to an Aircraft, together
with six months of interest accrued thereon, subject to US Airways’ right to self-insure on terms no
more favorable to US Airways in any material respect than those set forth in Section G of Annex B to
the Trust Indenture Form.





Participation Agreement




          Indenture Trustee, Subordination Agent, Liquidity Providers, Pass Through Trustees, Escrow
Agents and Note Holders indemnified against Expenses and Taxes to the extent set forth in Section 8
of the form of the Participation Agreement marked as Exhibit B to the Note Purchase Agreement.




          Prohibited Modifications





	1.	 	May not modify in any material adverse respect the Granting Clause of the Trust Indenture so
as to deprive the Note Holders or the Related Note Holders (as defined in the Trust Indenture)
of a first priority security interest in and mortgage lien on the Aircraft or, to the extent
assigned thereunder, US Airways’ rights under the Purchase Agreement (as defined in the Trust
Indenture) or to eliminate any of the obligations intended to be secured thereby or otherwise
modify in any material adverse respect as regards the interests of the Note Holders, the
Related Note Holder of a Related Series A Equipment Note, the Related Note Holder of a Related
Series B Equipment Note, the Related Note Holder of a Related Series C Equipment Note, the
Subordination Agent, the Liquidity Providers or the Indenture Trustee the provisions of
Article II or III or Section 4.05(c), 5.01, 5.02, 6.02, 10.01(a), 10.01(b)(vii),





Note Purchase Agreement 07-1


10









 












	 	 	11.01, 11.04, 11.11, 11.12 or 11.13 of the Trust Indenture or the definition of “Make-Whole
Amount” in Annex A to the Trust Indenture.






	2.	 	May not modify in any material adverse respect as regards the interests of the Note
Holders, the Subordination Agent, the Liquidity Providers or the Indenture Trustee the
provisions of Section 4.1.3, 4.1.8, 4.1.9, 4.1.10, 4.1.11, 6.1.3(b), 6.3, 10, 12.8(a) or
12.9 of the Participation Agreement, of the provisions of Section 4.1.2(x) of the
Participation Agreement so as to eliminate the requirement to deliver to the Loan
Participant or the Indenture Trustee, as the case may be, the legal opinions to be provided
to such Persons thereunder (recognizing that the lawyers rendering such opinions may be
changed) or of the provisions of Section 6.4.5(a)(ii) of the Participation Agreement as
regards the rights of the Indenture Trustee thereunder or otherwise modify the terms of the
Participation Agreement to deprive the Trustees, the Subordination Agent, the Liquidity
Providers or the Indenture Trustee of any indemnity or right of reimbursement in its favor
for Expenses or Taxes.





          Notwithstanding the foregoing, any form of Financing Agreement may be modified to correct or
supplement any such provision which may be defective or to cure any ambiguity or correct any
mistake, provided that any such action shall not materially adversely affect the interests
of the Note Holders, the Related Note Holder of a Related Series A Equipment Note, the Related Note
Holder of a Related Series B Equipment Note, the Related Note Holder of a Related Series C
Equipment Note, the Subordination Agent, the Liquidity Providers, the Indenture Trustee or the
Certificateholders.






Note Purchase Agreement 07-1




11









 








ANNEX A to

Note Purchase Agreement




DEFINITIONS





Note Purchase Agreement 10-1




 









 








ANNEX A to

Note Purchase Agreement




DEFINITIONS



          “Act” means 49 U.S.C. §§ 40101-46507.




          “Aircraft” has the meaning set forth in the second recital to the Note Purchase
Agreement.




          “Aircraft Purchase Agreement” means the [__], dated as of [__], as amended, between
the Company and the Manufacturer (including all exhibits thereto, together with all letter
agreements entered into that by their terms constitute part of such Purchase Agreement).




          “Applicable Pass Through Trustee” has the meaning provided in Section 1(b)(ii) of the
Note Purchase Agreement.




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




          “Basic Pass Through Trust Agreement” means the Pass Through Trust Agreement, dated
December 21, 2010, between the Company and Pass Through Trustee, as such agreement may be
supplemented, amended or modified, but does not include any Trust Supplement.




          “Business Day” means any day, other than a Saturday, Sunday or other day on which
commercial banks are authorized or required by law to close in New York, New York, Phoenix,
Arizona, Wilmington, Delaware or Salt Lake City, Utah.




          “Certificates” has the meaning set forth in the fourth recital to the Note Purchase
Agreement.




          “Certificateholder” means the Person in whose name a Certificate is registered in the
Register.




          “Class” means the class of Certificates issued by each Pass Through Trust.




          “Class A Certificates” means Certificates issued by the Class A Pass Through Trust.




          “Class B Certificates” means Certificates issued by the Class B Pass Through Trust.




          “Class C Certificates” means Certificates issued by the Class C Pass Through Trust.




          “Class A Pass Through Trustee” has the meaning set forth in the fifth recital to the
Note Purchase Agreement.






Note Purchase Agreement 10-1



 









 








          “Class B Pass Through Trustee” has the meaning set forth in the fifth recital to the
Note Purchase Agreement.




          “Class C Pass Through Trustee” has the meaning set forth in the fifth recital to the
Note Purchase Agreement.




          “Closing Notice” has the meaning set forth in Section 1(b) of the Note Purchase
Agreement.




          “Company” means US Airways, Inc., a Delaware corporation.




          “Cut-off Date” means the earlier of (a) the day after the Delivery Period Termination
Date and (b) the date on which a Triggering Event occurs.




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




          “Delivery Date” means the Business Day on which a New Aircraft is delivered to and
accepted by the Company.




          “Deposits” has the meaning set forth in the sixth recital to the Note Purchase
Agreement.




          “Deposit Agreements” has the meaning set forth in the sixth recital to the Note
Purchase Agreement.




          “Depositary” means The Bank of New York Mellon.




          “Depositary Threshold Ratings” has the meaning set forth in Section 4(a)(vi) of the
Note Purchase Agreement.




          “Equipment Notes” means and includes any equipment notes issued under any Trust
Indenture in the form specified in Section 2.01 thereof (as such form may be varied pursuant to the
terms of such Trust Indenture) and any Equipment Note issued under any Trust Indenture in exchange
for or replacement of any other Equipment Note.




          “Escrow Agent” has the meaning set forth in the first paragraph of the Note Purchase
Agreement.




          “Escrow Agent Agreements” has the meaning set forth in Section 3(e)(i) of the Note
Purchase Agreement.




          “Escrow and Paying Agent Agreements” has the meaning set forth in the sixth recital to
the Note Purchase Agreement.




          “FAA” means the Federal Aviation Administration of the United States.






Note Purchase Agreement 07-1



2









 








          “Financing Agreements” means, collectively, the Participation Agreement, the Trust
Indenture and the Equipment Notes issued thereunder.




          “Funding Date” has the meaning set forth in Section 1(b)(i) of the Note Purchase
Agreement.




          “Government Entity” means (a) any federal, state, provincial or similar government,
and any body, board, department, commission, court, tribunal, authority, agency or other
instrumentality of any such government or otherwise exercising any executive, legislative,
judicial, administrative or regulatory functions of such government or (b) any other government
entity having jurisdiction over any matter contemplated by the Operative Agreements or relating to
the observance or performance of the obligations of any of the parties to the Operative Agreements.




          “Guarantee” means the Guarantee dated as of June 28, 2011 from US Airways Group, Inc.




          “Indenture Trustee” has the meaning set forth in the Financing Agreements.




          “Initial Deposits” has the meaning set forth in the sixth recital to the Note Purchase
Agreement.




          “Intercreditor Agreement” has the meaning set forth in the ninth recital to the Note
Purchase Agreement.




          “Issuance Date” means the date of the original issuance of the Certificates.




          “Law” means (a) any constitution, treaty, statute, law, decree, regulation, order,
rule or directive of any Government Entity, and (b) any judicial or administrative interpretation
or application of, or decision under, any of the foregoing.




          “Liquidity Facility” has the meaning set forth in the ninth recital to the Note
Purchase Agreement.




          “Liquidity Provider” has the meaning set forth in the ninth recital to the Note
Purchase Agreement.




          “Manufacturer” means Airbus S.A.S., a société par actions simplifiée organized and
existing under the laws of the Republic of France, solely in its capacity as manufacturer or seller
of New Aircraft.




          “New Aircraft” has the meaning set forth in the second recital to the Note Purchase
Agreement.




          “Note Purchase Agreement” means the Note Purchase Agreement to which this Annex A is
attached.






Note Purchase Agreement 07-1



3









 








          “Notice of Purchase Withdrawal” with respect to each Deposit Agreement, has the
meaning set forth in Section 2.3 thereof.




          “Operative Agreements” means, collectively, the Pass Through Trust Agreements, the
Escrow and Paying Agent Agreements, the Deposit Agreements, the Liquidity Facilities, the
Intercreditor Agreement, the Equipment Notes, the Certificates and the Financing Agreements.




          “Owned Aircraft” has the meaning set forth in the second recital to the Note Purchase
Agreement.




          “Participation Agreement” means, the Participation Agreement substantially in the form
of Exhibit B to the Note Purchase Agreement.




          “Paying Agent Agreements” has the meaning set forth in Section 3(f)(i) of the Note
Purchase Agreement.




          “Pass Through Trust” has the meaning set forth in the fourth recital to the Note
Purchase Agreement.




          “Pass Through Trust Agreement” means each of the three separate Trust Supplements
referred to in the fourth recital to the Note Purchase Agreement, together in each case with the
Basic Pass Through Trust Agreement, each dated as of the Issuance Date, by and between the Company
and Pass Through Trustee.




          “Pass Through Trustee” has the meaning set forth in the first paragraph of the Note
Purchase Agreement.




          “Paying Agent” has the meaning set forth in the first paragraph of the Note Purchase
Agreement.




          “Person” means any individual, firm, partnership, joint venture, trust, trustee,
Government Entity, organization, association, corporation, limited liability company, government
agency, committee, department, authority and other body, corporate or incorporate, whether having
distinct legal status or not, or any member of any of the same.




          “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 Investors Service, Inc. and Standard &
Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.




          “Rating Agency Confirmation” means, with respect to (1) any Financing Agreement or (2)
a Substitute Aircraft, that has been modified in any material respect from the forms thereof
attached to the Note Purchase Agreement, a written confirmation from each of the Rating Agencies
that (1) the use of such Financing Agreement with such modifications or (2) the substituting of
such Substitute Aircraft for a New Aircraft, whichever of the foregoing shall in a particular case
require Rating Agency Confirmation, would not result in (i) a reduction of the rating for any Class
of Certificates then rated by the Rating Agencies below the then current





Note Purchase Agreement 07-1



4









 







rating for such Class of Certificates or (ii) a withdrawal or suspension of the rating of any
Class of Certificates then rated by the Rating Agencies.




          “Register” means the register maintained pursuant to Sections 3.04 and 7.12 of the
Basic Pass Through Trust Agreement with respect to each Pass Through Trust.



“Replacement Deposit Agreement” means, for each Class of Certificates, a deposit agreement
substantially in the form of the replaced Deposit Agreement for such Class of Certificates as shall
permit the Rating Agencies to confirm in writing their respective ratings then in effect for such
Class of Certificates (before the downgrading of such ratings, if any, as a result of the
downgrading of the Depositary, if applicable).



“Replacement Depositary” has the meaning set forth in Section 4(a)(vi) of the Note Purchase
Agreement.




          “Required Terms” means the terms set forth on Schedule III to the Note Purchase
Agreement.




          “Scheduled Closing Date” has the meaning set forth in Section 1(b) of the Note
Purchase Agreement.




          “Section 1110” means 11 U.S.C. § 1110 of the Bankruptcy Code or any successor or
analogous Section of the federal bankruptcy Law in effect from time to time.




          “Series A Equipment Notes” means the “Series A Equipment Notes” as defined in each
Trust Indenture entered into pursuant to the Note Purchase Agreement.




          “Series B Equipment Notes” means the “Series B Equipment Notes” as defined in each
Trust Indenture entered into pursuant to the Note Purchase Agreement.




          “Series C Equipment Notes” means the “Series C Equipment Notes” as defined in each
Trust Indenture entered into pursuant to the Note Purchase Agreement.




          “Subordination Agent” has the meaning set forth in the first paragraph of the Note
Purchase Agreement.




          “Substitute Aircraft” has the meaning set forth in Section 1(g) of the Note Purchase
Agreement.




          “Taxes” means all license, recording, documentary, registration and other similar fees
and all taxes, levies, imposts, duties, charges, assessments or withholdings of any nature
whatsoever imposed by any Taxing Authority, together with any penalties, additions to tax, fines or
interest thereon or additions thereto.




          “Taxing Authority” means any federal, state or local government or other taxing
authority in the United States, any foreign government or any political subdivision or taxing
authority thereof, any international taxing authority or any territory or possession of the United
States or any taxing authority thereof.






Note Purchase Agreement 07-1



5









 








          “Triggering Event” has the meaning assigned to such term in the Intercreditor
Agreement.




          “Trust Indenture” means the Trust Indenture and Security Agreement substantially in
the form of Exhibit C to the Note Purchase Agreement.




          “Trust Supplement” means an agreement supplemental to the Basic Pass Through Trust
Agreement pursuant to which (i) a separate trust is created for the benefit of the holders of the
pass through certificates of a class, (ii) the issuance of the pass through certificates of such
class representing fractional undivided interests in such trust is authorized and (iii) the terms
of the pass through certificates of such class are established.




          “Underwriters” has the meaning set forth in the fifth recital to the Note Purchase
Agreement.




          “Underwriting Agreement” has the meaning set forth in the fifth recital to the Note
Purchase Agreement.



“WTC” has the meaning set forth in the first paragraph of the Note Purchase Agreement.








Note Purchase Agreement 07-1



6









 








EXHIBIT A to

Note Purchase Agreement




FORM OF CLOSING NOTICE



Note Purchase Agreement 10-1



 









 





EXECUTION COPY


EXHIBIT A

TO

NOTE PURCHASE AGREEMENT




CLOSING NOTICE



Dated as of [_________]



To each of the addressees listed

     in Schedule A hereto




	 	 	 	 	 

	 

	 	Re:
	 	Closing Notice in accordance with Note Purchase
Agreement referred to below





Ladies and Gentlemen:




          Reference is made to the Note Purchase Agreement, dated as of June 28, 2011 among US Airways,
Inc. (the “Company”), Wilmington Trust Company, as Pass Through Trustee under each of the
Pass Through Trust Agreements (as defined therein) (the “Pass Through Trustee”), Wilmington
Trust Company, as Subordination Agent (the “Subordination Agent”), Wells Fargo Bank
Northwest, National Association, as Escrow Agent (the “Escrow Agent”), and Wilmington Trust
Company, as Paying Agent (the “Paying Agent”) (as in effect from time to time, the
“Note Purchase Agreement”). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings set forth in the Note Purchase Agreement or, to the extent not defined
therein, the Intercreditor Agreement.




          Pursuant to Section 1(b) of the Note Purchase Agreement, the undersigned hereby notifies you,
in respect of the Airbus Model [_______] aircraft with manufacturer’s serial number [______] (the
“Aircraft”), of the following:





	(1)	 	The Scheduled Closing Date of the Aircraft is [_________];






	(2)	 	The Funding Date for the Aircraft shall be [__________]; and






	(3)	 	The aggregate amount of each series of Equipment Notes to be issued, and purchased by the
respective Pass Through Trustees referred to below (each, an “Applicable Pass Through
Trustee”), on the Funding Date, in connection with the financing of such Aircraft is as
follows:





          (a) the Class A Pass Through Trustee shall purchase Series A Equipment Notes in the amount of
$[__________];








 









 








-2-





	 	(b)	 	the Class B Pass Through Trustee shall purchase Series B Equipment Notes in the
amount of $[__________]; and
	 
	 	(c)	 	the Class C Pass Through Trustee shall purchase Series C Equipment Notes in the
amount of $[__________].





          The Company hereby instructs the Class A Pass Through Trustee to (i) execute a Withdrawal
Certificate in the form of Annex A hereto dated as of [__________] and attach thereto a Notice of
Purchase Withdrawal dated such date completed as set forth on Exhibit A hereto and (ii) deliver
such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent.




          The Company hereby instructs the Class B Pass Through Trustee to (i) execute a Withdrawal
Certificate in the form of Annex A hereto dated as of [__________] and attach thereto a Notice of
Purchase Withdrawal dated such date completed as set forth on Exhibit B hereto and (ii) deliver
such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent.




          The Company hereby instructs the Class C Pass Through Trustee to (i) execute a Withdrawal
Certificate in the form of Annex A hereto dated as of [__________] and attach thereto a Notice of
Purchase Withdrawal dated such date completed as set forth on Exhibit C hereto and (ii) deliver
such Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable Escrow Agent.




          The Company hereby instructs each Applicable Pass Through Trustee to (i) purchase Equipment
Notes of a series and in an amount set forth opposite such Pass Through Trustee in clause (3) above
with a portion of the proceeds of the withdrawals of Deposits referred to in the applicable Notice
of Purchase Withdrawal referred to above and (ii) re-deposit with the Depositary the excess, if
any, of the amount so withdrawn over the purchase price of such Equipment Notes.




          The Company hereby instructs each Applicable Pass Through Trustee to (a) enter into the
Participation Agreement [____] dated as of [___________] among the Company, as Owner, and
Wilmington Trust Company, as Indenture Trustee and Loan Participant, (b) perform its obligations
thereunder and (c) deliver such certificates, documents and legal opinions relating to such Pass
Through Trustee as required thereby.



Yours faithfully,



US Airways, Inc.




	 	 	 	 	 

	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 











 









 








SCHEDULE A




Wilmington Trust Company, as

  Pass Through Trustee, Subordination

  Agent and Paying Agent

1100 North Market Street

Wilmington, Delaware 19890-1605

Attention: Corporate Trust Administration

Facsimile: (302) 636-4140




Wells Fargo Bank Northwest, National Association,

  as Escrow Agent

MAC: U1228-120

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Trust Department

Facsimile: (801) 246-5053




The Bank of New York Mellon,

  as Depositary

101 Barclay Street, Floor 8W

New York, NY 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: US Airways 2011-1

Facsimile: (212) 815-5704




Standard & Poor’s Ratings Services

55 Water Street, 39th Floor

New York, New York 10041-0003

Attention: Philip A. Baggaley, CFA

Facsimile: (212) 438-7820




Moody’s Investors Service, Inc.

7 World Trade Center at 250 Greenwich Street

New York, New York 10007

Attention: Michael Mulvaney

Facsimile: 212-553-4661








 









 








Annex A




WITHDRAWAL CERTIFICATE

(Class ___)




Wells Fargo Bank Northwest, National Association,

as Escrow Agent



Ladies and Gentlemen:




          Reference is made to the Escrow and Paying Agent Agreement, dated as of June 28, 2011 (the
“Agreement”). We hereby certify to you that the conditions to the obligations of the undersigned
to execute a Participation Agreement pursuant to the Note Purchase Agreement have been satisfied.
Pursuant to Section 1.02(c) of the Agreement, please execute the attached Notice of Purchase
Withdrawal and immediately transmit by facsimile to the Depositary, at (212) 815-5704 (Attention:
Corporate Finance, Mary Miselis, Vice President).




          Capitalized terms used herein but not defined herein shall have the meanings set forth in the
Agreement.




	 	 	 	 	 
	 	Very truly yours,



WILMINGTON TRUST COMPANY, not in its individual

capacity but solely as Pass

Through Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [____________]









 









 








Annex A




NOTICE OF PURCHASE WITHDRAWAL




The Bank of New York Mellon,

  as Depositary

101 Barclay Street, Floor 8W

New York, NY 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: US Airways 2011-1

Telecopier: (212) 815-5704



Ladies and Gentlemen:




          Reference is made to the Deposit Agreement (Class A) dated as of June 28, 2011 (the
“Deposit Agreement”) between Wells Fargo Bank Northwest, National Association, as Escrow
Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).




          In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests
the withdrawal of the entire amount of the Deposit, $[_______], Account No. [____].




          The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to
[___________________], Account No. [____], Reference: [_________] on [__________], upon the
telephonic request of a representative of the Pass Through Trustee.




	 	 	 	 	 
	 	WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION,

as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [____________]







 









 








NOTICE OF PURCHASE WITHDRAWAL




The Bank of New York Mellon,

  as Depositary

101 Barclay Street, Floor 8W

New York, NY 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: US Airways 2011-1

Telecopier: (212) 815-5704



Ladies and Gentlemen:




          Reference is made to the Deposit Agreement (Class B) dated as of June 28, 2011 (the
“Deposit Agreement”) between Wells Fargo Bank Northwest, National Association, as Escrow
Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).




          In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests
the withdrawal of the entire amount of the Deposit, $[_______], Account No. [____].




          The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to
[___________________], Account No. [____], Reference: [__________] on [__________], upon the
telephonic request of a representative of the Pass Through Trustee.




	 	 	 	 	 
	 	WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION,

as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [____________]





Closing Notice 09-2




 









 








NOTICE OF PURCHASE WITHDRAWAL




The Bank of New York Mellon,

  as Depositary

101 Barclay Street, Floor 8W

New York, NY 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: US Airways 2011-1

Telecopier: (212) 815-5704



Ladies and Gentlemen:




          Reference is made to the Deposit Agreement (Class C) dated as of June 28, 2011 (the
“Deposit Agreement”) between Wells Fargo Bank Northwest, National Association, as Escrow
Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).




          In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby requests
the withdrawal of the entire amount of the Deposit, $[_______], Account No. [____].




          The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to
[___________________], Account No. [____], Reference: [__________] on [__________], upon the
telephonic request of a representative of the Pass Through Trustee.




	 	 	 	 	 
	 	WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION,

as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: As of [____________]






Closing Notice 09-2





 









 








EXHIBIT B to

Note Purchase Agreement




FORM OF PARTICIPATION AGREEMENT


Note Purchase Agreement 10-1



 









 





EXHIBIT C to

Note Purchase Agreement




FORM OF INDENTURE



Note Purchase Agreement 10-1