exv4w3






Exhibit 4.3




EXECUTION COPY




TRUST SUPPLEMENT No. 2011-1B-O



Dated as of June 28, 2011



between



WILMINGTON TRUST COMPANY

as Trustee,



and



US AIRWAYS, INC.



to



PASS THROUGH TRUST AGREEMENT

Dated as of December 21, 2010



$94,283,000



US Airways Pass Through Trust 2011-1B-O

9.750% US Airways

Pass Through Certificates,

Series 2011-1B-O









 



 


TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I THE CERTIFICATES
	 	 	2	 
	Section 1.01. The Certificates
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	4	 
	Section 2.01. Definitions
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS
	 	 	10	 
	Section 3.01. Statements to Applicable Certificateholders
	 	 	10	 
	Section 3.02. Special Payments Account
	 	 	12	 
	Section 3.03. Distributions from Special Payments Account
	 	 	12	 
	Section 3.04. Limitation of Liability for Payments
	 	 	13	 
	 
	 	 	 	 
	ARTICLE IV DEFAULT
	 	 	13	 
	Section 4.01. Purchase Rights of Certificateholders
	 	 	13	 
	Section 4.02. Amendment of Section 6.05 of the Basic Agreement
	 	 	15	 
	 
	 	 	 	 
	ARTICLE V THE TRUSTEE
	 	 	16	 
	Section 5.01. Delivery of Documents; Delivery Dates
	 	 	16	 
	Section 5.02. Withdrawal of Deposits
	 	 	17	 
	Section 5.03. The Trustee
	 	 	17	 
	Section 5.04. Representations and Warranties of the Trustee
	 	 	17	 
	Section 5.05. Trustee Liens
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VI ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS
	 	 	19	 
	Section 6.01. Amendment of Section 5.02 of the Basic Agreement
	 	 	19	 
	Section 6.02. Supplemental Agreements Without Consent of
Applicable Certificateholders
	 	 	19	 
	Section 6.03. Supplemental Agreements with Consent of
Applicable Certificateholders
	 	 	19	 
	Section 6.04. Consent of Holders of Certificates Issued
under Other Trusts
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VII TERMINATION OF TRUST
	 	 	20	 
	Section 7.01. Termination of the Applicable Trust
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	22	 
	Section 8.01. Basic Agreement Ratified
	 	 	22	 
	Section 8.02. GOVERNING LAW
	 	 	22	 
	Section 8.03. Execution in Counterparts
	 	 	22	 
	Section 8.04. Intention of Parties
	 	 	22	 
	 
	 	 	 	 
	Exhibit A  —  Form of Certificate
	 	 	 	 
	Exhibit B  —  DTC Letter of Representations
	 	 	 	 
	Exhibit C  —  Form of Assignment and Assumption Agreement
	 	 	 	 












 



 


          This Trust Supplement No. 2011-1B-O, dated as of June 28, 2011 (herein called the “Trust
Supplement”), between US Airways, Inc., a Delaware corporation (the “Company”), and
Wilmington Trust Company (the “Trustee”), to the Pass Through Trust Agreement, dated as of
December 21, 2010, between the Company and the Trustee (the “Basic Agreement”).




W I T N E S S E T H:




          WHEREAS, the Basic Agreement, unlimited as to the aggregate face amount of Certificates
(unless otherwise specified herein, capitalized terms used herein without definition having the
respective meanings specified in the Basic Agreement) which may be issued thereunder, has
heretofore been executed and delivered;




          WHEREAS, the Company currently owns five Airbus Aircraft (collectively, the “Owned
Aircraft”) and has obtained commitments from Airbus for the delivery of four additional
Aircraft (collectively, the “New Aircraft”, together with the Owned Aircraft, the
“Applicable Aircraft”);




          WHEREAS, the Company intends to finance (i) each Owned Aircraft (if such Owned Aircraft is
subject to an existing security interest, after such security interest has been discharged) and
(ii) a portion of the purchase price of the New Aircraft;




          WHEREAS, with respect to each Applicable Aircraft, the Company will issue pursuant to an
Indenture, on a recourse basis, Equipment Notes (i) in the case of each Owned Aircraft, to finance
such Owned Aircraft (if such Owned Aircraft is subject to an existing security interest, after such
security interest has been discharged), and (ii) in the case of each New Aircraft, to finance a
portion of the purchase price of such New Aircraft;




          WHEREAS, the Trustee hereby declares the creation of the US Airways Pass Through Trust
2011-1B-O (the “Applicable Trust”) for the benefit of the Applicable Certificateholders,
and the initial Applicable Certificateholders as the grantors of the Applicable Trust, by their
respective acceptances of the Applicable Certificates, join in the creation of the Applicable Trust
with the Trustee;




          WHEREAS, all Certificates to be issued by the Applicable Trust will evidence fractional
undivided interests in the Applicable Trust and will convey no rights, benefits or interests in
respect of any property other than the Trust Property except for those Certificates to which an
Escrow Receipt has been affixed;




          WHEREAS, the Escrow Agent and the Underwriters have contemporaneously herewith entered into an
Escrow Agreement with the Escrow Paying Agent pursuant to which the Underwriters have delivered to
the Escrow Agent the proceeds from the sale of the Applicable Certificates, and have irrevocably
instructed the Escrow Agent to withdraw and pay funds from such proceeds upon request and proper
certification by the Trustee to purchase Equipment Notes as the conditions set forth in the NPA for
such purchase are satisfied from time to time prior to the Delivery Period Termination Date;











 



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          WHEREAS, the Escrow Agent on behalf of the Applicable Certificateholders has contemporaneously
herewith entered into a Deposit Agreement with the Depositary under which the Deposits referred to
therein will be made and from which it will withdraw funds to allow the Trustee to purchase
Equipment Notes from time to time prior to the Delivery Period Termination Date;




          WHEREAS, pursuant to the terms and conditions of the Basic Agreement as supplemented by this
Trust Supplement (the “Agreement”) and the NPA, upon the financing of an Aircraft under the
NPA, the Trustee on behalf of the Applicable Trust, using funds withdrawn under the Escrow
Agreement, shall purchase one or more Equipment Notes having the same interest rate as, and final
maturity date not later than the final Regular Distribution Date of, the Applicable Certificates
issued hereunder and shall hold such Equipment Notes in trust for the benefit of the Applicable
Certificateholders;




          WHEREAS, all of the conditions and requirements necessary to make this Trust Supplement, when
duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and
for the purposes herein expressed, have been done, performed and fulfilled, and the execution and
delivery of this Trust Supplement in the form and with the terms hereof have been in all respects
duly authorized;




          WHEREAS, this Trust Supplement is subject to the provisions of the Trust Indenture Act of
1939, as amended, and shall, to the extent applicable, be governed by such provisions;




          NOW THEREFORE, in consideration of the premises herein, it is agreed between the Company and
the Trustee as follows:




ARTICLE I

THE CERTIFICATES




          Section 1.01. The Certificates . There is hereby created a series of Certificates to be issued under the Agreement to be
distinguished and known as “US Airways Pass Through Certificates, Series 2011-1B-O” (hereinafter
defined as the “Applicable Certificates”). Each Applicable Certificate represents a
fractional undivided interest in the Applicable Trust created hereby. The Applicable Certificates
shall be the only instruments evidencing a fractional undivided interest in the Applicable Trust.




          The terms and conditions applicable to the Applicable Certificates are as follows:





     (a) The aggregate face amount of the Applicable Certificates that shall be
authenticated under the Agreement (except for Applicable Certificates authenticated and
delivered under Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement) is $94,283,000.









 



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     (b) The Regular Distribution Dates with respect to any payment of Scheduled Payments
means April 22 and October 22 of each year, commencing on October 22, 2011, until payment of
all of the Scheduled Payments to be made under the Equipment Notes has been made.




     (c) The Special Distribution Dates with respect to the Applicable Certificates means
any Business Day on which a Special Payment is to be distributed pursuant to the Agreement.




     (d) At the Escrow Agent’s request under the Escrow Agreement, the Trustee shall affix
the corresponding Escrow Receipt to each Applicable Certificate. In any event, any transfer
or exchange of any Applicable Certificate shall also effect a transfer or exchange of the
related Escrow Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any
Applicable Certificate shall be permitted unless the corresponding Escrow Receipt is
attached thereto and also is so transferred or exchanged. By acceptance of any Applicable
Certificate to which an Escrow Receipt is attached, each Holder of such an Applicable
Certificate acknowledges and accepts the restrictions on transfer of the Escrow Receipt set
forth herein and in the Escrow Agreement.




     (e) (i) The Applicable Certificates shall be in the form attached hereto as Exhibit A.
Any Person acquiring or accepting an Applicable Certificate or an interest therein will, by
such acquisition or acceptance, be deemed to represent and warrant to and for the benefit of
the Company that either (i) the assets of an employee benefit plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan
subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the
“Code”), have not been used to purchase or hold Applicable Certificates or an
interest therein or (ii) the purchase and holding of Applicable Certificates or an interest
therein is exempt from the prohibited transaction restrictions of ERISA and the Code
pursuant to one or more prohibited transaction statutory or administrative exemptions.




     (ii) The Applicable Certificates shall be Book-Entry Certificates and shall be subject
to the conditions set forth in the Letter of Representations between the Company and the
Clearing Agency attached hereto as Exhibit B.




     (f) The “Participation Agreements” as defined in this Trust Supplement are the “Note
Purchase Agreements” referred to in the Basic Agreement.




     (g) The Applicable Certificates are subject to the Intercreditor Agreement, the Deposit
Agreement and the Escrow Agreement.




     (h) The Applicable Certificates are entitled to the benefits of the Liquidity Facility.




     (i) The Responsible Party is the Company.









 



4



     (j) The date referred to in clause (i) of the definition of the term “PTC Event of
Default” in the Basic Agreement is the Final Maturity Date.




     (k) The “particular sections of the Note Purchase Agreement”, for purposes of clause
(3) of Section 7.07 of the Basic Agreement, are Section 8.1 of each Participation Agreement.




     (l) The Equipment Notes to be acquired and held in the Applicable Trust, and the
related Aircraft and Note Documents, are described in the NPA.



ARTICLE II

DEFINITIONS




          Section 2.01. Definitions . For all purposes of the Basic Agreement as supplemented by this Trust Supplement, the following
capitalized terms have the following meanings (any term used herein which is defined in both this
Trust Supplement and the Basic Agreement shall have the meaning assigned thereto in this Trust
Supplement for purposes of the Basic Agreement as supplemented by this Trust Supplement):





          Agreement: Has the meaning specified in the recitals hereto.





     Airbus: Means Airbus S.A.S., a société par actions simplifiée organized and
existing under the laws of the Republic of France.




     Aircraft: Means each of the Applicable Aircraft in respect of which a
Participation Agreement is to be or is, as the case may be, entered into in accordance with
the NPA (or any replacement or substitute aircraft, including engines therefor, owned by the
Company and securing one or more Equipment Notes).




     Aircraft Purchase Agreement: Has the meaning specified in the NPA.




     Applicable Aircraft: Has the meaning specified in the recitals of this Trust
Supplement.




     Applicable Certificate: Has the meaning specified in Section 1.01 of this
Trust Supplement.




     Applicable Certificateholder: Means the Person in whose name an Applicable
Certificate is registered on the Register for the Applicable Certificates.




     Applicable Closing Date: Has the meaning specified in Section 5.01(b) of this
Trust Supplement.




     Applicable Participation Agreement: Has the meaning specified in Section
5.01(b) of this Trust Supplement.









 



5



     Applicable Trust: Has the meaning specified in the recitals hereto.




     Assignment and Assumption Agreement: Means the assignment and assumption
agreement substantially in the form of Exhibit C hereto executed and delivered in accordance
with Section 7.01 of this Trust Supplement.




     Basic Agreement: Has the meaning specified in the first paragraph of this
Trust Supplement.




     Business Day: Means any day other than a Saturday, a Sunday or a day on which
commercial banks are required or authorized to close in Phoenix, Arizona, New York, New
York, or, so long as any Applicable Certificate is Outstanding, the city and state in which
the Trustee, the Subordination Agent or any Loan Trustee maintains its Corporate Trust
Office or receives and disburses funds.




     Certificate: Has the meaning specified in the Intercreditor Agreement.




     Certificate Buyout Event: Means that a US Airways Bankruptcy Event has occurred
and is continuing and the following events have occurred: (A) (i) the 60-day period
specified in Section 1110(a)(2)(A) of the U.S. Bankruptcy Code (the “60-Day Period”)
has expired and (ii) US Airways has not entered into one or more agreements under Section
1110(a)(2)(A) of the U.S. Bankruptcy Code to perform all of its obligations under all of the
Indentures or, if it has entered into such agreements, has at any time thereafter failed to
cure any default under any of the Indentures in accordance with Section 1110(a)(2)(B) of the
Bankruptcy Code; or (B) if prior to the expiry of the 60-Day Period, US Airways shall have
abandoned any Aircraft.




     Class: Has the meaning specified in the Intercreditor Agreement.




     Closing Notice: Has the meaning specified in the NPA.




     Company: Has the meaning specified in the first paragraph of this Trust
Supplement.




     Controlling Party: Has the meaning specified in the Intercreditor Agreement.




     Cut-off Date: Means the earlier of (a) 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 have
been purchased by the Applicable Trust in accordance with the NPA.




     Deposit Agreement: Means the Deposit Agreement dated as of June 28, 2011,
relating to the Applicable Certificates between the Depositary and the Escrow Agent, as









 



6



the same may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.




     Depositary: Means The Bank of New York Mellon, a bank chartered under the laws
of the State of New York.




     Deposits: Has the meaning specified in the Deposit Agreement.




     Distribution Date: Means any Regular Distribution Date or Special Distribution
Date as the context requires.




     Escrow Agent: Means, initially, Wells Fargo Bank Northwest, National
Association, and any replacement or successor therefor appointed in accordance with the
Escrow Agreement.




     Escrow Agreement: Means the Escrow and Paying Agent Agreement dated as of June
28, 2011 relating to the Applicable Certificates, among the Escrow Agent, the Escrow Paying
Agent, the Trustee and Underwriters, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.




     Escrow Paying Agent: Means the Person acting as paying agent under the Escrow
Agreement.




     Escrow Receipt: Means the receipt substantially in the form annexed to the
Escrow Agreement representing a fractional undivided interest in the funds held in escrow
thereunder.




     Final Maturity Date: Means April 22, 2020.




     Final Withdrawal: Has the meaning specified in the Escrow Agreement.




     Final Withdrawal Date: Has the meaning specified in the Escrow Agreement.




     Final Withdrawal Notice: Has the meaning specified in Section 5.02 of this
Trust Supplement.




     Guarantee: Means the Guarantee dated as of June 28, 2011 of US Airways Group,
Inc. covering the Guaranteed Obligations referred to therein including the Equipment Notes.




     Indenture: Means each of the separate trust indentures and mortgages relating
to the Aircraft, each as specified or described in a Closing Notice delivered pursuant to
the NPA or the related Participation Agreement, in each case as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms.









 



7



     Intercreditor Agreement: Means the Intercreditor Agreement dated as of June
28, 2011, as amended by Amendment No. 1 to the Intercreditor Agreement (2011-1), among the
Trustee, the Other Trustees, the Liquidity Provider, the liquidity provider relating to the
Class A Certificates and Wilmington Trust Company, as Subordination Agent and as trustee
thereunder, as amended, supplemented or otherwise modified from time to time in accordance
with its terms.




     Investors: Means the Underwriters, together with all subsequent beneficial
owners of the Applicable Certificates.




     Liquidity Facility: Means, initially, the Revolving Credit Agreement dated as
of June 28, 2011 relating to the Applicable Certificates, between the Liquidity Provider and
Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Applicable
Trust, and, from and after the replacement of such agreement pursuant to the Intercreditor
Agreement, the replacement liquidity facility therefor, in each case as amended,
supplemented or otherwise modified from time to time in accordance with their respective
terms.




     Liquidity Provider: Means, initially, Natixis S.A., a société anonyme
organized under the laws of the Republic of France, acting through its New York Branch, and
any replacements or successors therefor appointed in accordance with the Intercreditor
Agreement.




     New Aircraft: Has the meaning specified in the recitals of this Trust
Supplement.




     Note Documents: Means the Equipment Notes with respect to the Applicable
Certificates and, with respect to any such Equipment Note, the Indenture, the Guarantee and
the Participation Agreement relating to such Equipment Note.




     Notice of Purchase Withdrawal: Has the meaning specified in the Deposit
Agreement.




     NPA: Means the Note Purchase Agreement dated as of June 28, 2011 among the
Trustee, the Other Trustees, the Company, the Escrow Agent, the Escrow Paying Agent and the
Subordination Agent, providing for, among other things, the purchase of Equipment Notes by
the Trustee on behalf of the Applicable Trust, as the same may be amended, supplemented or
otherwise modified from time to time, in accordance with its terms.




     Other Agreements: Means (i) the Basic Agreement as supplemented by Trust
Supplement No. 2011-1A-O dated as of the date hereof relating to US Airways Pass Through
Trust 2011-1A-O, (ii) the Basic Agreement as supplemented by Trust Supplement No. 2011-1C-O
dated as of the date hereof relating to US Airways Pass Through Trust 2011-1C-O and (iii)
the Basic Agreement as supplemented by a Trust Supplement relating to any Refinancing Trust.









 



8



     Other Trustees: Means the trustees under the Other Agreements, and any
successor or other trustee appointed as provided therein.




     Other Trusts: Means the US Airways Pass Through Trust 2011-1A-O, the US
Airways Pass Through Trust 2011-1C-O and a Refinancing Trust or Trusts, if any, created by
the Other Agreements.




     Owned Aircraft: Has the meaning specified in the recitals hereto.




     Participation Agreement: Means each Participation Agreement to be entered
into, or entered into (as the case may be), by the Trustee pursuant to the NPA, as the same
may be amended, supplemented or otherwise modified in accordance with its terms.




     Pool Balance: Means, as of any date, (i) the original aggregate face amount of
the Applicable Certificates less (ii) the aggregate amount of all payments made as of such
date in respect of such Applicable Certificates or in respect of Deposits other than
payments made in respect of interest or premium thereon or reimbursement of any costs or
expenses incurred in connection therewith. The Pool Balance as of any date shall be
computed after giving effect to any special distribution with respect to unused Deposits,
payment of principal of the Equipment Notes or payment with respect to other Trust Property
and the distribution thereof to be made on that date.




     Pool Factor: Means, as of any Distribution Date, the quotient (rounded to the
seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the original
aggregate face amount of the Applicable Certificates. The Pool Factor as of any
Distribution Date shall be computed after giving effect to any special distribution with
respect to unused Deposits, payment of principal of the Equipment Notes or payment with
respect to other Trust Property and the distribution thereof to be made on that date.




     Prospectus Supplement: Means the final Prospectus Supplement dated June 21,
2011, relating to the offering of the Applicable Certificates and the Class A Certificates.




     Ratings Confirmation: Has the meaning specified in the Intercreditor
Agreement.




     Related Pass Through Trust Agreement: Means the Basic Agreement as
supplemented by the Trust Supplement No. 2011-1B-S dated as of the date hereof relating to
the US Airways Pass Through Trust 2011-1B-S and entered into by the Company and the Related
Trustee, which agreement becomes effective upon the execution and delivery of the Assignment
and Assumption Agreement pursuant to Section 7.01 of this Trust Supplement.




     Related Trust: Means the US Airways Pass Through Trust 2011-1B-S, to be formed
under the Related Pass Through Trust Agreement.









 



9



     Related Trustee: Means the trustee under the Related Pass Through Trust
Agreement.




     Scheduled Closing Date: Has the meaning specified in the NPA.




     Scheduled Payment: Means, with respect to any Equipment Note, (i) any payment
of principal or interest on such Equipment Note (other than any such payment which is not in
fact received by the Trustee or the Subordination Agent within five days of the date on
which such payment is scheduled to be made) or (ii) any payment of interest on the
Applicable Certificates with funds drawn under the Liquidity Facility, which payment in any
such case represents the installment of principal on such Equipment Note at the stated
maturity of such installment, the payment of regularly scheduled interest accrued on the
unpaid principal amount of such Equipment Note, or both; provided, however,
that any payment of principal, premium, if any, or interest resulting from the redemption or
purchase of any Equipment Note shall not constitute a Scheduled Payment.




     Special Payment: Means any payment (other than a Scheduled Payment) in respect
of, or any proceeds of, any Equipment Note or Collateral (as defined in each Indenture).




     Transfer Date: Has the meaning specified in Section 7.01 of this Trust
Supplement.




     Triggering Event: Has the meaning assigned to such term in the Intercreditor
Agreement.




     Trust Property: Means (i) subject to the Intercreditor Agreement, the
Equipment Notes held as the property of the Applicable Trust, the Guarantee with respect to
such Equipment Notes, all monies at any time paid thereon and all monies due and to become
due thereunder, (ii) funds from time to time deposited in the Certificate Account and the
Special Payments Account and, subject to the Intercreditor Agreement, any proceeds from the
sale by the Trustee pursuant to Article VI of the Basic Agreement of any Equipment Note and
(iii) all rights of the Applicable Trust and the Trustee, on behalf of the Applicable Trust,
under the Intercreditor Agreement, the Escrow Agreement, the NPA and the Liquidity Facility,
including, without limitation, all rights to receive certain payments thereunder, and all
monies paid to the Trustee on behalf of the Applicable Trust pursuant to the Intercreditor
Agreement or the Liquidity Facility, provided that rights with respect to the
Deposits or under the Escrow Agreement, except for the right to direct withdrawals for the
purchase of Equipment Notes to be held herein, will not constitute Trust Property.




     Trust Supplement: Has the meaning specified in the first paragraph of this
trust supplement.









 



10



     Trustee: Has the meaning specified in the first paragraph of this Trust
Supplement.




     Underwriters: Means, collectively, Goldman, Sachs & Co., Citigroup Global
Markets Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Barclays Capital Inc. and Natixis Securities North America Inc.




     Underwriting Agreement: Means the Underwriting Agreement dated June 21, 2011
among the Underwriters, the Company, US Airways Group, Inc. and the Depositary, as the same
may be amended, supplemented or otherwise modified from time to time in accordance with its
terms.




     US Airways Bankruptcy Event: Has the meaning specified in the Intercreditor
Agreement.



ARTICLE III

DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS




          Section 3.01. Statements to Applicable Certificateholders . (a) On each Distribution Date, the Trustee will include with each distribution to Applicable
Certificateholders of a Scheduled Payment or Special Payment, as the case may be, a statement
setting forth the information provided below (in the case of a Special Payment, reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement). Such statement
shall set forth (per $1,000 face amount Applicable Certificate as to (ii), (iii), (iv) and (v)
below) the following information:





     (i) the aggregate amount of funds distributed on such Distribution Date under the
Agreement and under the Escrow Agreement, indicating the amount allocable to each source,
including any portion thereof paid by the Liquidity Provider;




     (ii) the amount of such distribution under the Agreement allocable to principal and the
amount allocable to premium, if any;




     (iii) the amount of such distribution under the Agreement allocable to interest;




     (iv) the amount of such distribution under the Escrow Agreement allocable to interest;




     (v) the amount of such distribution under the Escrow Agreement allocable to unused
Deposits, if any; and




     (vi) the Pool Balance and the Pool Factor.



          With respect to the Applicable Certificates registered in the name of a Clearing Agency or its
nominee, on the Record Date prior to each Distribution Date, the Trustee will, at the expense of
the Company, request that such Clearing Agency post on its Internet bulletin












 



11



board a securities position listing setting forth the names of all Clearing Agency
Participants reflected on such Clearing Agency’s books as holding interests in the Applicable
Certificates on such Record Date. On each Distribution Date, the Trustee will mail to each such
Clearing Agency Participant the statement described above and will make available additional copies
as requested by such Clearing Agency Participant for forwarding to holders of interests in the
Applicable Certificates.




          (b) Within a reasonable period of time after the end of each calendar year but not later than
the latest date permitted by law, the Trustee shall furnish to each Person who at any time during
such calendar year was an Applicable Certificateholder of record a statement containing the sum of
the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for
such calendar year or, in the event such Person was an Applicable Certificateholder of record
during a portion of such calendar year, for such portion of such year, and such other items as are
readily available to the Trustee and which an Applicable Certificateholder shall reasonably request
as necessary for the purpose of such Applicable Certificateholder’s preparation of its U.S. federal
income tax returns. Such statement and such other items shall be prepared on the basis of
information supplied to the Trustee by the Clearing Agency Participants and shall be delivered by
the Trustee to such Clearing Agency Participants to be available for forwarding by such Clearing
Agency Participants to the holders of interests in the Applicable Certificates in the manner
described in Section 3.01(a) of this Trust Supplement.




          (c) If the aggregate principal payments scheduled for a Regular Distribution Date prior to the
Delivery Period Termination Date differ from the amount thereof set forth for the Applicable
Certificates on page S-80 of the Prospectus Supplement, by no later than the 15th day
prior to such Regular Distribution Date, the Trustee shall mail written notice of the actual amount
of such scheduled payments to the Applicable Certificateholders of record as of a date within 15
Business Days prior to the date of mailing.




          (d) Promptly following (i) the Delivery Period Termination Date, if there has been any change
in the information set forth in clauses (y) and (z) below from that set forth in page S-80 of the
Prospectus Supplement, and (ii) the date of any early redemption of, or any default in the payment
of principal or interest in respect of, any of the Equipment Notes held in the Applicable Trust, or
any Final Withdrawal, the Trustee shall furnish to Applicable Certificateholders of record on such
date a statement setting forth (x) the expected Pool Balances for each subsequent Regular
Distribution Date following the Delivery Period Termination Date, (y) the related Pool Factors for
such Regular Distribution Dates and (z) the expected principal distribution schedule of the
Equipment Notes, in the aggregate, held as Trust Property at the date of such notice. With respect
to the Applicable Certificates registered in the name of a Clearing Agency, on the Delivery Period
Termination Date, the Trustee will request from such Clearing Agency a securities position listing
setting forth the names of all Clearing Agency Participants reflected on such Clearing Agency’s
books as holding interests in the Applicable Certificates on such date. The Trustee will mail to
each such Clearing Agency Participant the statement described above and will make available
additional copies as requested by such Clearing Agency Participant for forwarding to holders of
interests in the Applicable Certificates.














 



12




          (e) The Trustee shall provide promptly to the Applicable Certificateholders all material
non-confidential information received by the Trustee from the Company.




          (f) This Section 3.01 supersedes and replaces Section 4.03 of the Basic Agreement, with
respect to the Applicable Trust.




          Section 3.02. Special Payments Account. (a) The Trustee shall establish and maintain on behalf of the Applicable Certificateholders a
Special Payments Account as one or more accounts, which shall be non-interest bearing except as
provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments
Account in trust for the benefit of the Applicable Certificateholders and shall make or permit
withdrawals therefrom only as provided in the Agreement. On each day when one or more Special
Payments are made to the Trustee under the Intercreditor Agreement, the Trustee, upon receipt
thereof, shall immediately deposit the aggregate amount of such Special Payments in the Special
Payments Account.




          (b) This Section 3.02 supersedes and replaces Section 4.01(b) of the Basic Agreement in its
entirety, with respect to the Applicable Trust.




          Section 3.03. Distributions from Special Payments Account. (a) On each Special
Distribution Date with respect to any Special Payment or as soon thereafter as the Trustee has
confirmed receipt of any Special Payments due on the Equipment Notes held (subject to the
Intercreditor Agreement) in the Applicable Trust or realized upon the sale of such Equipment Notes,
the Trustee shall distribute out of the Special Payments Account the entire amount of such Special
Payment deposited therein pursuant to Section 3.02(a) of this Trust Supplement. There shall be so
distributed to each Applicable Certificateholder of record on the Record Date with respect to such
Special Distribution Date (other than as provided in Section 7.01 of this Trust Supplement
concerning the final distribution) by check mailed to such Applicable Certificateholder, at the
address appearing in the Register, such Applicable Certificateholder’s pro rata share (based on the
Fractional Undivided Interest in the Applicable Trust held by such Applicable Certificateholder) of
the total amount in the Special Payments Account on account of such Special Payment, except that,
with respect to Applicable Certificates registered on the Record Date in the name of a Clearing
Agency (or its nominee), such distribution shall be made by wire transfer in immediately available
funds to the account designated by such Clearing Agency (or such nominee).




          (b) The Trustee shall, at the expense of the Company, cause notice of each Special Payment to
be mailed to each Applicable Certificateholder at his address as it appears in the Register. In
the event of redemption or purchase of Equipment Notes held in the Applicable Trust, such notice
shall be mailed not less than 15 days prior to the Special Distribution Date for the Special
Payment resulting from such redemption or purchase, which Special Distribution Date shall be the
date of such redemption or purchase. In the case of any other Special Payments, such notice shall
be mailed as soon as practicable after the Trustee has confirmed that it has received funds for
such Special Payment, stating the Special Distribution Date for such Special Payment which shall
occur not less than 15 days after the date of such notice and as soon as practicable thereafter.
Notices with respect to a Special Payment mailed by the Trustee shall set forth:













 



13





     (i) the Special Distribution Date and the Record Date therefor (except as otherwise
provided in Section 7.01 of this Trust Supplement),




     (ii) the amount of the Special Payment for each $1,000 face amount Applicable
Certificate and the amount thereof constituting principal, premium, if any, and interest,




     (iii) the reason for the Special Payment, and




     (iv) if the Special Distribution Date is the same date as a Regular Distribution Date,
the total amount to be received on such date for each $1,000 face amount Applicable
Certificate.


If the amount of premium, if any, payable upon the redemption or purchase of an Equipment Note has
not been calculated at the time that the Trustee mails notice of a Special Payment, it shall be
sufficient if the notice sets forth the other amounts to be distributed and states that any premium
received will also be distributed.




          If any redemption of the Equipment Notes held in the Applicable Trust is canceled, the
Trustee, as soon as possible after learning thereof, shall cause notice thereof to be mailed to
each Applicable Certificateholder at its address as it appears on the Register.




          (b) This Section 3.03 supersedes and replaces Section 4.02(b) and Section 4.02(c) of the
Basic Agreement in their entirety, with respect to the Applicable Trust.




          Section 3.04. Limitation of Liability for Payments. Section 3.09 of the Basic Agreement shall be amended, with respect to the Applicable Trust, by
deleting the phrase “any Owner Trustee or any Owner Participant” in the third sentence thereof.




ARTICLE IV

DEFAULT




          Section 4.01. Purchase Rights of Certificateholders. (a) At any time after the occurrence and during the continuation of a Certificate Buyout Event,
each Applicable Certificateholder (other than the Company or any of its Affiliates) shall have the
right to purchase, for the purchase price set forth in the Class A Trust Agreement, all, but not
less than all, of the Class A Certificates upon 15 days’ written notice to the Class A Trustee and
each other Applicable Certificateholder, on the third Business Day next following the expiry of
such 15-day notice period, provided that (A) if prior to the end of such 15-day period any
other Applicable Certificateholder (other than the Company or any of its Affiliates) notifies such
purchasing Applicable Certificateholder that such other Applicable Certificateholder wants to
participate in such purchase, then such other Applicable Certificateholder (other than the Company
or any of its Affiliates) may join with the purchasing Applicable Certificateholder to purchase
all, but not less than all, of the Class A Certificates pro rata based on the Fractional Undivided
Interest in the Applicable Trust held by each such Applicable Certificateholder and (B) if prior to
the end of such 15-day period any other Applicable Certificateholder fails to notify
the purchasing Applicable Certificateholder of such other Applicable Certificateholder’s desire to
participate in











 



14



such a purchase, then such other Applicable Certificateholder shall lose its right
to purchase the Class A Certificates pursuant to this Section 4.01(a).




     (b) By acceptance of its Applicable Certificate, each Applicable Certificateholder agrees that
at any time after the occurrence and during the continuation of a Certificate Buyout Event:




     (i) each Class C Certificateholder (other than the Company or any of its Affiliates)
shall have the right (which shall not expire upon any purchase of the Class A Certificates
pursuant to clause (a) above) to purchase all, but not less than all, of the Class A
Certificates and the Applicable Certificates upon 15 days’ written notice to the Trustee,
the Class A Trustee and each other Class C Certificateholder, on the third Business Day next
following the expiry of such 15-day notice period, provided that (A) if prior to the
end of such 15-day period any other Class C Certificateholder (other than the Company or any
of its Affiliates) notifies such purchasing Class C Certificateholder that such other Class
C Certificateholder wants to participate in such purchase, then such other Class C
Certificateholder (other than the Company or any of its Affiliates) may join with the
purchasing Class C Certificateholder to purchase all, but not less than all, of the Class A
Certificates and the Applicable Certificates pro rata based on the Fractional Undivided
Interest in the Class C Trust held by each such Class C Certificateholder and (B) if prior
to the end of such 15-day period any other Class C Certificateholder fails to notify the
purchasing Class C Certificateholder of such other Class C Certificateholder’s desire to
participate in such a purchase, then such other Class C Certificateholder shall lose its
right to purchase the Class A Certificates and the Applicable Certificates pursuant to this
Section 4.01(b)(i); and



     (ii) if any Refinancing Certificates are issued, each Refinancing Certificateholder
shall have the same right (subject to the same terms and conditions) to purchase
Certificates pursuant to this Section 4.01(b) (and to receive notice in connection
therewith) as the Certificateholders of the Class that such Refinancing Certificates
refinanced.



          The purchase price with respect to the Applicable Certificates shall be equal to the Pool
Balance of the Applicable Certificates, together with accrued and unpaid interest thereon to the
date of such purchase, without premium, but including any other amounts then due and payable to the
Applicable Certificateholders under the Agreement, the Intercreditor Agreement, the Escrow
Agreement or any Note Document or on or in respect of the Applicable Certificates;
provided, however, that no such purchase of Applicable Certificates shall be
effective unless the purchaser(s) shall certify to the Trustee that contemporaneously with such
purchase, such purchaser(s) is (are) purchasing, pursuant to the terms of the Agreement and the
Other Agreements, in the case of any purchase of the Applicable Certificates pursuant to clause
(b)(i) above, all of the Applicable Certificates and the Class A Certificates. Each payment of the
purchase price of the Applicable Certificates referred to in the first sentence hereof shall be
made to an account or accounts designated by the Trustee and each such purchase shall be subject to
the terms of this Section 4.01. Each Applicable Certificateholder agrees by its acceptance of its
Applicable Certificate that (at any time after the occurrence of a Certificate Buyout Event) it
will, upon payment from Class C Certificateholder(s) or Refinancing Certificateholder(s), as
the











 



15



case may be, of the purchase price set forth in the first sentence of this paragraph, (i)
forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without recourse,
representation or warranty of any kind except for its own acts), all of the right, title, interest
and obligation of such Applicable Certificateholder in the Agreement, the Escrow Agreement, the
Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents
and all Applicable Certificates and Escrow Receipts held by such Applicable Certificateholder
(excluding all right, title and interest under any of the foregoing to the extent such right, title
or interest is with respect to an obligation not then due and payable as respects any action or
inaction or state of affairs occurring prior to such sale) (and the purchaser shall assume all of
such Applicable Certificateholder’s obligations under the Agreement, the Escrow Agreement, the
Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents
and all such Applicable Certificates and Escrow Receipts), (ii) if such purchase occurs after a
record date specified in Section 2.03 of the Escrow Agreement relating to the distribution of
unused Deposits and/or accrued and unpaid interest on Deposits and prior to or on the related
distribution date thereunder, forthwith turn over to the purchaser(s) of its Applicable Certificate
all amounts, if any, received by it on account of such distribution, and (iii) if such purchase
occurs after a Record Date relating to any distribution and prior to or on the related Distribution
Date, forthwith turn over to the purchaser(s) of its Applicable Certificate all amounts, if any,
received by it on account of such distribution. The Applicable Certificates will be deemed to be
purchased on the date payment of the purchase price is made notwithstanding the failure of the
Applicable Certificateholders to deliver any Applicable Certificates and, upon such a purchase, (I)
the only rights of the Applicable Certificateholders will be to deliver the Applicable Certificates
to the purchaser(s) and receive the purchase price for such Applicable Certificates and (II) if the
purchaser(s) shall so request, such Applicable Certificateholder will comply with all the
provisions of Section 3.04 of the Basic Agreement to enable new Applicable Certificates to be
issued to the purchaser in such denominations as it shall request. All charges and expenses in
connection with the issuance of any such new Applicable Certificates shall be borne by the
purchaser thereof.




          As used in this Section 4.01 and elsewhere in this Trust Supplement, the terms “Class A
Certificate”, “Class A Certificateholder”, “Class A Trust”, “Class A Trust Agreement”, “Class A
Trustee”, “Class C Certificate”, “Class C Certificateholder”, “Class C Trust”, “Class C Trust
Agreement”, “Class C Trustee”, “Refinancing Certificates”, “Refinancing Certificateholder”,
“Refinancing Equipment Notes” and “Refinancing Trust” shall have the respective meanings assigned
to such terms in the Intercreditor Agreement.




          (c) This Section 4.01 supersedes and replaces Section 6.01(b) of the Basic Agreement, with
respect to the Applicable Trust.




          Section 4.02. Amendment of Section 6.05 of the Basic Agreement. Section 6.05 of the Basic Agreement shall be amended, with respect to the Applicable Trust, by
deleting the phrase “and thereby annul any Direction given by such Certificateholders or the
Trustee to such Loan Trustee with respect thereto,” set forth in the first sentence thereof.













 



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ARTICLE V

THE TRUSTEE




          Section 5.01. Delivery of Documents; Delivery Dates . (a) The Trustee is hereby directed (i) to execute and deliver the Intercreditor Agreement, the
Escrow Agreement and the NPA on or prior to the Issuance Date, each in the form delivered to the
Trustee by the Company, and (ii) subject to the respective terms thereof, to perform its
obligations thereunder. Upon request of the Company and the satisfaction or waiver of the closing
conditions specified in the Underwriting Agreement, the Trustee shall execute, deliver,
authenticate, issue and sell Applicable Certificates in authorized denominations equaling in the
aggregate the amount set forth, with respect to the Applicable Trust, in Schedule I to the
Underwriting Agreement evidencing the entire ownership interest in the Applicable Trust, which
amount equals the maximum aggregate principal amount of Equipment Notes which may be purchased by
the Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of the
Basic Agreement, the Trustee shall not execute, authenticate or deliver Applicable Certificates in
excess of the aggregate amount specified in this paragraph. The provisions of this Section 5.01(a)
supersede and replace the first sentence of Section 3.02(a) of the Basic Agreement, with respect to
the Applicable Trust.




          (b) After the Issuance Date, the Company may deliver from time to time to the Trustee a
Closing Notice relating to one or more Equipment Notes. After receipt of a Closing Notice and in
any case no later than one Business Day prior to a Scheduled Closing Date as to which such Closing
Notice relates (the “Applicable Closing Date”), the Trustee shall (as and when specified in
the Closing Notice) instruct the Escrow Agent to provide a Notice of Purchase Withdrawal to the
Depositary requesting (A) the withdrawal of one or more Deposits on the Applicable Closing Date in
accordance with and to the extent permitted by the terms of the Escrow Agreement and the Deposit
Agreement and (B) the payment of all, or a portion, of such Deposit or Deposits in an amount equal
in the aggregate to the purchase price of such Equipment Notes to or on behalf of the Company, all
as shall be described in the Closing Notice. The Trustee shall (as and when specified in such
Closing Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and
perform its obligations under the Participation Agreement specified in such Closing Notice (the
“Applicable Participation Agreement”) and cause such certificates, documents and legal
opinions relating to the Trustee to be duly delivered as required by the Applicable Participation
Agreement. If at any time prior to the Applicable Closing Date, the Trustee receives a notice of
postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee shall give the
Depositary (with a copy to the Escrow Agent) a notice of cancellation of such Notice of Purchase
Withdrawal relating to such Deposit or Deposits on such Applicable Closing Date. Upon satisfaction
of the conditions specified in the NPA and the Applicable Participation Agreement, the Trustee
shall purchase the applicable Equipment Notes with the proceeds of the withdrawals of one or more
Deposits made on the Applicable Closing Date in accordance with the terms of the Deposit Agreement
and the Escrow Agreement. The purchase price of such Equipment Notes shall equal the principal
amount of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the
purchase price of the Equipment Notes or to the extent not applied on the Applicable Closing Date
to the purchase price of the Equipment Notes, shall be re-deposited by the Trustee with the
Depositary on the Applicable Closing Date in accordance with the terms of the Deposit Agreement.
The provisions of this Section 5.01(b) supersede and replace the provisions of Section 2.02 of the
Basic












 



17



Agreement with respect to the Applicable Trust, and all provisions of the Basic Agreement
relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not apply to the
Applicable Trust.




          (c) The Trustee acknowledges its acceptance of all right, title and interest in and to the
Trust Property to be acquired pursuant to Section 5.01(b) of this Trust Supplement, the NPA and
each Applicable Participation Agreement, and declares that it holds and will hold such right, title
and interest for the benefit of all present and future Applicable Certificateholders, upon the
trusts set forth in the Agreement. By its acceptance of an Applicable Certificate, each initial
Applicable Certificateholder, as a grantor of the Applicable Trust, joins with the Trustee in the
creation of the Applicable Trust. The provisions of this Section 5.01(c) supersede and replace the
provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.




          Section 5.02. Withdrawal of Deposits . If any Deposits remain outstanding on the Business Day next succeeding the Cut-off Date, the
Trustee shall promptly give the Escrow Agent notice that the Trustee’s obligation to purchase
Equipment Notes under the NPA has terminated and instruct the Escrow Agent to provide a notice of
Final Withdrawal to the Depositary substantially in the form of Exhibit B to the Deposit Agreement
(the “Final Withdrawal Notice”).




          Section 5.03. The Trustee. (a) Subject to Section 5.04 of this Trust Supplement and Section 7.15 of the Basic Agreement,
the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Trust Supplement, the Deposit Agreement, the NPA or the Escrow Agreement or the
due execution hereof or thereof by the Company or the other parties thereto (other than the
Trustee), or for or in respect of the recitals and statements contained herein or therein, all of
which recitals and statements are made solely by the Company, except that the Trustee hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement, each Applicable
Certificate, the Intercreditor Agreement, the NPA and the Escrow Agreement has been executed and
delivered by one of its officers who is duly authorized to execute and deliver such document on its
behalf.




          (b) Except as herein otherwise provided and except during the continuation of an Event of
Default in respect of the Applicable Trust created hereby, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this
Trust Supplement other than as set forth in the Agreement, and this Trust Supplement is executed
and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the
Agreement, as fully to all intents as if the same were herein set forth at length.




          Section 5.04. Representations and Warranties of the Trustee. The Trustee hereby represents and warrants that:





     (a) the Trustee has full power, authority and legal right to execute, deliver and
perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA
and the Note Documents to which it is or is to become a party and has taken all
necessary action to authorize the execution, delivery and performance by it of this
Trust









 



18



Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note
Documents to which it is or is to become a party;




     (b) the execution, delivery and performance by the Trustee of this Trust Supplement,
the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which
it is or is to become a party (i) will not violate any provision of any United States
federal law or the law of the state of the United States where it is located governing the
banking and trust powers of the Trustee or any order, writ, judgment, or decree of any
court, arbitrator or governmental authority applicable to the Trustee or any of its assets,
(ii) will not violate any provision of the articles of association or by-laws of the
Trustee, and (iii) will not violate any provision of, or constitute, with or without notice
or lapse of time, a default under, or result in the creation or imposition of any lien on
any properties included in the Trust Property pursuant to the provisions of any mortgage,
indenture, contract, agreement or other undertaking to which it is a party, which violation,
default or lien could reasonably be expected to have an adverse effect on the Trustee’s
performance or ability to perform its duties hereunder or thereunder or on the transactions
contemplated herein or therein;




     (c) the execution, delivery and performance by the Trustee of this Trust Supplement,
the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which
it is or is to become a party will not require the authorization, consent, or approval of,
the giving of notice to, the filing or registration with, or the taking of any other action
in respect of, any governmental authority or agency of the United States or the state of the
United States where it is located regulating the banking and corporate trust activities of
the Trustee; and




     (d) this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA
and the Note Documents to which it is or is to become a party have been, or will be, as
applicable, duly executed and delivered by the Trustee and constitute, or will constitute,
as applicable, the legal, valid and binding agreements of the Trustee, enforceable against
it in accordance with their respective terms; provided, however, that
enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally and (ii) general
principles of equity.



          Section 5.05. Trustee Liens. The Trustee in its individual capacity agrees, in addition to the agreements contained in
Section 7.17 of the Basic Agreement, that it will at its own cost and expense promptly take any
action as may be necessary to duly discharge and satisfy in full any Trustee’s Liens on or with
respect to the Trust Property which is attributable to the Trustee in its individual capacity and
which is unrelated to the transactions contemplated by the Intercreditor Agreement or the NPA.













 



19




ARTICLE VI

ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS




          Section 6.01. Amendment of Section 5.02 of the Basic Agreement. Section 5.02 of the Basic Agreement shall be amended, with respect to the Applicable Trust, by
(i) replacing the phrase “of the Note Documents and of this Agreement” set forth in paragraph (b)
thereof with the phrase “of the Note Documents, of the NPA and of this Agreement” and (ii)
replacing the phrase “of this Agreement and any Note Document” set forth in the last paragraph of
Section 5.02 with the phrase “of this Agreement, the NPA and any Note Document”.




          Section 6.02. Supplemental Agreements Without Consent of Applicable
Certificateholders. Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to
the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be
required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the
Company’s request, at any time and from time to time, (i) enter into one or more agreements
supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the purposes set
forth in clauses (1) through (14) of such Section 9.01, and (without limitation of the foregoing or
Section 9.01 of the Basic Agreement) references in clauses (4), (6) and (7) of such Section 9.01 to
“any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Guarantee”
shall also be deemed to refer to “the Intercreditor Agreement, the Liquidity Facility, the Escrow
Agreement, the NPA, the Guarantee or the Deposit Agreement” and (ii) enter into one or more
agreements supplemental to the Agreement to provide for the formation of one or more Refinancing
Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of
applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise
contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section
4(a)(v) of the NPA and Section 9.1(c) of the Intercreditor Agreement.




          Section 6.03. Supplemental Agreements with Consent of Applicable Certificateholders. Without limitation of Section 9.02 of the Basic Agreement, the provisions of Section 9.02 of the
Basic Agreement shall apply to agreements or amendments for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the Escrow Agreement, the Deposit
Agreement, the Liquidity Facility, the Guarantee or the NPA or modifying in any manner the rights
and obligations of the Applicable Certificateholders under the Escrow Agreement, the Deposit
Agreement, the Liquidity Facility, the Guarantee or the NPA; provided that the provisions
of Section 9.02(1) of the Basic Agreement shall be deemed to include reductions in any manner of,
or delay in the timing of, any receipt by the Applicable Certificateholders of payments upon the
Deposits.




          Section 6.04. Consent of Holders of Certificates Issued under Other Trusts. Notwithstanding any provision in Section 6.02 or Section 6.03 of this Trust Supplement to the
contrary, no amendment or modification of Section 4.01 of this Trust Supplement shall be effective
unless the trustee for each Class of Certificates affected by such amendment or modification shall
have consented thereto.













 



20




ARTICLE VII

TERMINATION OF TRUST




          Section 7.01. Termination of the Applicable Trust. (a) The respective obligations and responsibilities of the Company and the Trustee with respect
to the Applicable Trust shall terminate upon the earlier of (A) the completion of the assignment,
transfer and discharge described in the first sentence of the immediately following paragraph and
(B) distribution to all Applicable Certificateholders and the Trustee of all amounts required to be
distributed to them pursuant to the Agreement and the disposition of all property held as part of
the Trust Property; provided, however, that in no event shall the Applicable Trust
continue beyond one hundred ten (110) years following the date of the execution of this Trust
Supplement.




          Upon the earlier of (i) the first Business Day following December 15, 2011 and (ii) the fifth
Business Day following the date on which a Triggering Event occurs (such date, the “Transfer
Date”), or, if later, the date on which all of the conditions set forth in the immediately
following sentence have been satisfied, the Trustee is hereby directed (subject only to the
immediately following sentence) to, and the Company shall direct the institution that will serve as
the Related Trustee under the Related Pass Through Trust Agreement to, execute and deliver the
Assignment and Assumption Agreement, pursuant to which the Trustee shall assign, transfer and
deliver all of the Trustee’s right, title and interest to the Trust Property to the Related Trustee
under the Related Pass Through Trust Agreement. The Trustee and the Related Trustee shall execute
and deliver the Assignment and Assumption Agreement upon the satisfaction of the following
conditions:





     (i) The Trustee, the Related Trustee and each of the Rating Agencies then rating the
Applicable Certificates shall have received an Officer’s Certificate and an Opinion of
Counsel dated the date of the Assignment and Assumption Agreement and each satisfying the
requirements of Section 1.02 of the Basic Agreement, which Opinion of Counsel shall be
substantially to the effect set forth below and may be relied upon by the Beneficiaries (as
defined in the Assignment and Assumption Agreement):




     (I) Upon the execution and delivery thereof by the parties thereto in accordance with
the terms of the Agreement and the Related Pass Through Trust Agreement, the Assignment and
Assumption Agreement will constitute the valid and binding obligation of each of the parties
thereto enforceable against each such party in accordance with its terms;




     (II) Upon the execution and delivery of the Assignment and Assumption Agreement in
accordance with the terms of the Agreement and the Related Pass Through Trust Agreement,
each of the Applicable Certificates then Outstanding will be entitled to the benefits of the
Related Pass Through Trust Agreement;




     (III) The Related Trust is not required to be registered as an investment company under
the Investment Company Act of 1940, as amended;









 



21



     (IV) The Related Pass Through Trust Agreement constitutes the valid and binding
obligation of the Company enforceable against the Company in accordance with its terms; and




     (V) Neither the execution and delivery of the Assignment and Assumption Agreement in
accordance with the terms of the Agreement and the Related Pass Through Trust Agreement, nor
the consummation by the parties thereto of the transactions contemplated to be consummated
thereunder on the date thereof, will violate any law or governmental rule or regulation of
the State of New York or the United States of America known to such counsel to be applicable
to the transactions contemplated by the Assignment and Assumption Agreement.




     (ii) The Trustee and the Company shall have received (x) a copy of the articles of
incorporation and bylaws of the Related Trustee certified as of the Transfer Date by the
Secretary or Assistant Secretary of such institution and (y) a copy of the filing (including
all attachments thereto) made by the institution serving as the Related Trustee with the
Office of the Superintendent, State of New York Banking Department for the qualification of
the Related Trustee under Section 131(3) of the New York Banking Law.


Upon the execution of the Assignment and Assumption Agreement by the parties thereto, the
Applicable Trust shall be terminated, the Applicable Certificateholders shall receive beneficial
interests in the Related Trust in exchange for their interests in the Applicable Trust equal to
their respective beneficial interests in the Applicable Trust, and the Outstanding Applicable
Certificates representing Fractional Undivided Interests in the Applicable Trust shall be deemed
for all purposes of the Agreement and the Related Pass Through Trust Agreement, without further
signature or action of any party or Applicable Certificateholder, to be certificates representing
the same fractional undivided interests in the Related Trust and its trust property. By acceptance
of its Applicable Certificate, each Applicable Certificateholder consents to such assignment,
transfer and delivery of the Trust Property to the trustee of the Related Trust upon the execution
and delivery of the Assignment and Assumption Agreement.




          In connection with the occurrence of the event set forth in clause (B) above of the first
paragraph of this Section 7.01, notice of such termination, specifying the Distribution Date upon
which the Applicable Certificateholders may surrender their Applicable Certificates to the Trustee
for payment of the final distribution and cancellation, shall be mailed promptly by the Trustee to
Applicable Certificateholders not earlier than the 60th day and not later than the
15th day next preceding such final Distribution Date specifying (A) the Distribution
Date upon which the proposed final payment of the Applicable Certificates will be made upon
presentation and surrender of Applicable Certificates at the office or agency of the Trustee
therein specified, (B) the amount of any such proposed final payment, and (C) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Applicable Certificates at the office or agency of the Trustee
therein specified. The Trustee shall give such notice to the Registrar at the time such notice is
given to Applicable Certificateholders. Upon presentation and surrender of the Applicable












 



22



Certificates in accordance with such notice, the Trustee shall cause to be distributed to
Applicable Certificateholders such final payments.




          In the event that all of the Applicable Certificateholders shall not surrender their
Applicable Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Trustee shall give a second written notice to the remaining
Applicable Certificateholders to surrender their Applicable Certificates for cancellation and
receive the final distribution with respect thereto. No additional interest shall accrue on the
Applicable Certificates after the Distribution Date specified in the first written notice. In the
event that any money held by the Trustee for the payment of distributions on the Applicable
Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be
satisfied, after sixty days’ notice from the Company, is one month prior to the escheat period
provided under applicable law) after the final distribution date with respect thereto, the Trustee
shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and
shall give written notice thereof to the Company.




          (b) The provisions of this Section 7.01 supersede and replace the provisions of Section 11.01
of the Basic Agreement in its entirety, with respect to the Applicable Trust.




ARTICLE VIII

MISCELLANEOUS PROVISIONS




          Section 8.01. Basic Agreement Ratified. Except and so far as herein expressly provided, all of the provisions, terms and conditions of
the Basic Agreement are in all respects ratified and confirmed; and the Basic Agreement and this
Trust Supplement shall be taken, read and construed as one and the same instrument. All
replacements of provisions of, and other modifications of the Basic Agreement set forth in this
Trust Supplement are solely with respect to the Applicable Trust.




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




          Section 8.03. Execution in Counterparts. This Trust Supplement may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the same instrument.




          Section 8.04. Intention of Parties. The parties hereto intend that the Applicable Trust be classified for U.S. federal income tax
purposes as a grantor trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of
1986, as amended, and not as a trust or association taxable as a corporation or as a partnership.
Each Applicable Certificateholder and Investor, by its acceptance of its Applicable Certificate or
a beneficial interest therein, agrees to treat the Applicable Trust as a grantor trust for all U.S.
federal, state and local income tax purposes. The powers granted and obligations undertaken
pursuant to the Agreement shall be so construed so as to further such intent.












 



23




     IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust Supplement to be duly
executed by their respective officers thereto duly authorized, as of the day and year first written
above.



	 	 	 	 	 	 	 

	 	 	US AIRWAYS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Thomas T. Weir
 

Thomas T. Weir
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,

        as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert P. Hines, Jr.
 

Robert P. Hines, Jr.
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 












 



 


EXHIBIT A




FORM OF CERTIFICATE



Certificate

No.      




          [Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to Issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch the registered owner hereof, Cede & Co., has an interest herein.]*




US AIRWAYS PASS THROUGH TRUST 2011-1B-O



US Airways Pass Through Certificate, Series 2011-1B-O

Issuance Date: June 28, 2011



Final Maturity Date: April 22, 2020




Evidencing A Fractional Undivided Interest In The US Airways Pass Through
Trust 2011-1B-O, The Property Of Which Shall Include Certain Equipment Notes
Each Secured By An Aircraft Owned By US Airways, Inc.



$[_____________] Fractional Undivided Interest

representing 0.001060637% of the Trust per $1,000 face amount




          THIS CERTIFIES THAT __________, for value received, is the registered owner of a $___________
(_____________________ DOLLARS) Fractional Undivided Interest in the US Airways Pass Through Trust
2011-1B-O (the “Trust”) created by Wilmington Trust Company, as trustee (the
“Trustee”), pursuant to a Pass Through Trust Agreement, dated as of December 21, 2010 (the
“Basic Agreement”), between the Trustee and US Airways, Inc., a corporation incorporated
under Delaware law (the






 




			
	*	 	This legend to appear on Book-Entry Certificates to be
deposited with the Depository Trust Company.










 



A-2





“Company”), as supplemented by Trust Supplement No. 2011-1B-O thereto, dated as of
June 28, 2011 (the “Trust Supplement” and, together with the Basic Agreement, the
“Agreement”), a summary of certain of the pertinent provisions of which is set forth below.
To the extent not otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates
designated as “US Airways Pass Through Certificates, Series 2011-1B-O” (herein called the
“Certificates”). This Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement. By virtue of its acceptance hereof, the holder of this
Certificate (the “Certificateholder” and, together with all other holders of Certificates
issued by the Trust, the “Certificateholders”) assents to and agrees to be bound by the
provisions of the Agreement and the Intercreditor Agreement. The property of the Trust includes
certain Equipment Notes, the Guarantee with respect to such Equipment Notes and all rights of the
Trust to receive payments under the Intercreditor Agreement and the Liquidity Facility (the
“Trust Property”). Each issue of the Equipment Notes is secured by, among other things, a
security interest in an Aircraft owned by the Company.




          The Certificates represent Fractional Undivided Interests in the Trust and the Trust Property
and have no rights, benefits or interest in respect of any other separate trust established
pursuant to the terms of the Basic Agreement for any other series of certificates issued pursuant
thereto.




          Subject to and in accordance with the terms of the Agreement and the Intercreditor Agreement,
from funds then available to the Trustee, there will be distributed on April 22 and October 22 of
each year (a “Regular Distribution Date”) commencing October 22, 2011 to the Person in
whose name this Certificate is registered at the close of business on the 15th day preceding the
Regular Distribution Date, an amount in respect of the Scheduled Payments on the Equipment Notes
due on such Regular Distribution Date, the receipt of which has been confirmed by the Trustee,
equal to the product of the percentage interest in the Trust evidenced by this Certificate and an
amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of
the Agreement and the Intercreditor Agreement, in the event that Special Payments on the Equipment
Notes are received by the Trustee, from funds then available to the Trustee, there shall be
distributed on the applicable Special Distribution Date, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding the Special
Distribution Date, an amount in respect of such Special Payments on the Equipment Notes, the
receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments
so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the immediately following Business Day with the same force and effect
as if made on such Regular Distribution Date or Special Distribution Date and no interest shall
accrue during the intervening period. The Trustee shall mail notice of each Special Payment and
the Special Distribution Date therefor to the Certificateholder of this Certificate.




          Distributions on this Certificate will be made by the Trustee by check mailed to the Person
entitled thereto, without presentation or surrender of this Certificate or the making of any
notation hereon, except that with respect to Certificates registered on the Record Date in the












 



A-3



name of a Clearing Agency (or its nominee), such distribution shall be made by wire transfer.
Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after notice mailed by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the office or agency
of the Trustee specified in such notice.




          The Certificates do not represent a direct obligation of, or an obligation guaranteed by, or
an interest in, the Company or the Trustee or any affiliate thereof. The Certificates are limited
in right of payment, all as more specifically set forth on the face hereof and in the Agreement.
All payments or distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have sufficient income or
proceeds from the Trust Property to make such payments in accordance with the terms of the
Agreement. Each Certificateholder of this Certificate, by its acceptance hereof, agrees that it
will look solely to the income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This Certificate does not
purport to summarize the Agreement and reference is made to the Agreement for information with
respect to the interests, rights, benefits, obligations, privileges, and duties evidenced hereby.
A copy of the Agreement may be examined during normal business hours at the principal office of the
Trustee, and at such other places, if any, designated by the Trustee, by any Certificateholder upon
request.




          The Agreement permits, with certain exceptions therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Certificateholders
under the Agreement at any time by the Company and the Trustee with the consent of the
Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the Certificateholder of this
Certificate shall be conclusive and binding on such Certificateholder and upon all future
Certificateholders of this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of the Certificateholders of any of the Certificates.




          As provided in the Agreement and subject to certain limitations set forth therein, the
transfer of this Certificate is registrable in the Register upon surrender of this Certificate for
registration of transfer at the offices or agencies maintained by the Trustee in its capacity as
Registrar, or by any successor Registrar, duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by the
Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust will be issued to the designated transferee or
transferees.




          Under certain circumstances set forth in Section 7.01 of the Trust Supplement, all of the
Trustee’s right, title and interest to the Trust Property may be assigned, transferred and
delivered to the Related Trustee of the Related Trust pursuant to the Assignment and Assumption
Agreement. Upon the effectiveness of such Assignment and Assumption Agreement (the












 



A-4



“Transfer”), the Trust shall be terminated, the Certificateholders shall receive
beneficial interests in the Related Trust in exchange for their interests in the Trust equal to
their respective beneficial interests in the Trust, the Certificates representing Fractional
Undivided Interests in the Trust shall be deemed for all purposes of the Agreement and the Related
Pass Through Trust Agreement to be certificates representing the same fractional undivided
interests in the Related Trust and its trust property. Each Certificateholder, by its acceptance
of this Certificate or a beneficial interest herein, agrees to be bound by the Assignment and
Assumption Agreement and subject to the terms of the Related Pass Through Trust Agreement as a
Certificateholder thereunder. From and after the Transfer, unless and to the extent the context
otherwise requires, references herein to the Trust, the Agreement and the Trustee shall constitute
references to the Related Trust, the Related Pass Through Trust Agreement and trustee of the
Related Trust, respectively.




          The Certificates are issuable only as registered Certificates without coupons in minimum
denominations of $1,000 Fractional Undivided Interest and integral multiples thereof, except that
one Certificate may be issued in a different denomination. As provided in the Agreement and
subject to certain limitations therein set forth, the Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Trust, as requested by the Certificateholder surrendering the same.




          No service charge will be made for any such registration of transfer or exchange, but the
Trustee shall require payment of a sum sufficient to cover any tax or governmental charge payable
in connection therewith.




          Each Certificateholder and Investor, by its acceptance of this Certificate or a beneficial
interest herein, agrees to treat the Trust as a grantor trust for all U.S. federal, state and local
income tax purposes.




          The Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat the person
in whose name this Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Registrar, nor any such agent shall be affected by any notice to the contrary.




          The obligations and responsibilities created by the Agreement and the Trust created thereby
shall terminate upon the distribution to Certificateholders of all amounts required to be
distributed to them pursuant to the Agreement and the disposition of all property held as part of
the Trust Property.




          Any Person acquiring or accepting this Certificate or an interest herein will, by such
acquisition or acceptance, be deemed to have represented and warranted to and for the benefit of
the Company that either: (i) the assets of an employee benefit plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan subject
to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), have not
been used to purchase or hold this Certificate or an interest herein or (ii) the purchase and
holding of this Certificate or an interest herein are exempt from the prohibited transaction












 



A-5



restrictions of ERISA and the Code pursuant to one or more prohibited transaction statutory or
administrative exemptions.




          THE AGREEMENT AND, UNTIL THE TRANSFER, THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. THE RELATED PASS THROUGH TRUST
AGREEMENT AND, FROM AND AFTER THE TRANSFER, THIS CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




          Unless the certificate of authentication hereon has been executed by the Trustee, by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid
for any purpose.




          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.




	 	 	 	 	 	 	 

	 	 	US AIRWAYS PASS THROUGH TRUST

2011-1B-O	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	WILMINGTON TRUST COMPANY,

as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 












 



 


FORM OF THE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




          This is one of the Certificates referred to in the within-mentioned Agreement.




	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY,

        as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 









 



 

	 	 	 	 	 




EXHIBIT B




[DTC Letter of Representations]









 



 


EXHIBIT C




FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

US Airways Pass Through Trust 2011-1B-O



          ASSIGNMENT AND ASSUMPTION AGREEMENT (2011-1B-O), dated ________ __, ____ (the “Assignment
Agreement”), between Wilmington Trust Company, a Delaware banking corporation (“WTC”),
not in its individual capacity except as expressly provided herein, but solely as trustee under the
Pass Through Trust Agreement dated as of December 21, 2010 (as amended or modified from time to
time, the “Basic Agreement”), as supplemented by the Trust Supplement No. 2011-1B-O dated
as of June 28, 2011 (the “Trust Supplement” and together with the Basic Agreement, the
“Agreement”) in respect of the US Airways Pass Through Trust 2011-1B-O (the
“Assignor”), and Wilmington Trust Company, a Delaware banking corporation, not in its
individual capacity except as expressly provided herein, but solely as trustee under the Basic
Agreement as supplemented by the Trust Supplement No. 2011-1B-S dated as of June 28, 2011 (the
“New Supplement”, and, together with the Basic Agreement, the “New Agreement”) in
respect of the US Airways Pass Through Trust 2011-1B-S (the “Assignee”).




W I T N E S S E T H:




          WHEREAS, the parties hereto desire to effect on the date hereof (the “Transfer Date”)
(a) the transfer by the Assignor to the Assignee of all of the right, title and interest of the
Assignor in, under and with respect to, among other things, the Trust Property and each of the
documents listed in Schedule I hereto (the “Scheduled Documents”) and (b) the assumption by
the Assignee of the obligations of the Assignor (i) under the Scheduled Documents and (ii) in
respect of the Applicable Certificates issued under the Agreement; and




          WHEREAS, the Scheduled Documents permit such transfer upon satisfaction of certain conditions
heretofore or concurrently herewith being complied with;




          NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements
herein contained, the parties hereto do hereby agree as follows (capitalized terms used herein
without definition having the meaning ascribed thereto in the Agreement):




          1. Assignment. The Assignor does hereby sell, assign, convey, transfer and set over
unto the Assignee as of the Transfer Date all of its present and future right, title and interest
in, under and with respect to the Trust Property and the Scheduled Documents and each other
contract, agreement, document or instrument relating to the Trust Property or the Scheduled
Documents (such other contracts, agreements, documents or instruments, together with the Scheduled
Documents, to be referred to as the “Assigned Documents”), and any proceeds therefrom,
together with all documents and instruments evidencing any of such right, title and interest.













 



C-2




          2. Assumption. The Assignee hereby assumes for the benefit of the Assignor and each
of the parties listed in Schedule II hereto (collectively, the “Beneficiaries”) all of the
duties and obligations of the Assignor, whenever accrued, pursuant to the Assigned Documents and
hereby confirms that it shall be deemed a party to each of the Assigned Documents to which the
Assignor is a party and shall be bound by all the terms thereof (including the agreements and
obligations of the Assignor set forth therein) as if therein named as the Assignor. Further, the
Assignee hereby assumes for the benefit of the Assignor and the Beneficiaries all of the duties and
obligations of the Assignor under the Outstanding Applicable Certificates and hereby confirms that
the Applicable Certificates representing Fractional Undivided Interests under the Agreement shall
be deemed for all purposes of the Agreement and the New Agreement to be certificates representing
the same fractional undivided interests under the New Agreement equal to their respective
beneficial interests in the trust created under the Agreement.




          3. Effectiveness. This Assignment Agreement shall be effective upon the execution and
delivery hereof by the parties hereto, and each Applicable Certificateholder, by its acceptance of
its Applicable Certificate or a beneficial interest therein, agrees to be bound by the terms of
this Assignment Agreement.




          4. Payments. The Assignor hereby covenants and agrees to pay over to the Assignee, if
and when received following the Transfer Date, any amounts (including any sums payable as interest
in respect thereof) paid to or for the benefit of the Assignor that, under Section 1 hereof, belong
to the Assignee.




          5. Further Assurances. The Assignor shall, at any time and from time to time, upon
the request of the Assignee, promptly and duly execute and deliver any and all such further
instruments and documents and take such further action as the Assignee may reasonably request to
obtain the full benefits of this Assignment Agreement and of the rights and powers herein granted.
The Assignor agrees to deliver any Applicable Certificates, and all Trust Property, if any, then in
the physical possession of the Assignor, to the Assignee.




          6. Representations and Warranties. (a) The Assignee represents and warrants to the
Assignor and each of the Beneficiaries that:






     (i) it has all requisite power and authority and legal right to enter into and carry
out the transactions contemplated hereby and to carry out and perform the obligations of the
“Pass Through Trustee” under the Assigned Documents;




     (ii) on and as of the date hereof, the representations and warranties of the Assignee
set forth in Section 7.15 of the Basic Agreement and Section 5.04 of the New Supplement are
true and correct.




     (b) The Assignor represents and warrants to the Assignee that:




     (i) it is duly incorporated, validly existing and in good standing under the laws of
the State of Delaware and has the full trust power, authority and legal right under









 



C-3



the laws of the State of Delaware and the United States pertaining to its trust and
fiduciary powers to execute and deliver this Assignment Agreement;




     (ii) the execution and delivery by it of this Assignment Agreement and the performance
by it of its obligations hereunder have been duly authorized by it 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 Assignment Agreement constitutes the legal, valid and binding obligations of
it 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.



          7. GOVERNING LAW. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE.




          8. Counterparts. This Assignment Agreement may be executed in any number of
counterparts, all of which together shall constitute a single instrument. It shall not be
necessary that any counterpart be signed by both parties so long as each party shall sign at least
one counterpart.




          9. Third Party Beneficiaries. The Assignee hereby agrees, for the benefit of the
Beneficiaries, that its representations, warranties and covenants contained herein are also
intended to be for the benefit of each Beneficiary, and each Beneficiary shall be deemed to be an
express third party beneficiary with respect thereto, entitled to enforce directly and in its own
name any rights or claims it may have against such party as such beneficiary.




          10. Notice. Promptly following the Transfer Date, the Assignee shall notify the
Depositary of the occurrence of the assignment hereunder and the name and contact information of
the Assignee.












 



C-4




     IN WITNESS WHEREOF, the parties hereto, through their respective officers thereunto duly
authorized, have duly executed this Assignment Agreement as of the day and year first above
written.



	 	 	 	 	 	 	 

	 	 	ASSIGNOR:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly
provided herein, but solely as trustee
under the Pass Through Trust Agreement and
Trust Supplement in respect of the US
Airways Pass Through Trust 2011-1B-O	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ASSIGNEE:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly
provided herein, but solely as trustee
under the Pass Through Trust Agreement and
Trust Supplement in respect of the US
Airways Pass Through Trust 2011-1B-S	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 












 






Schedule I




Schedule of Assigned Documents



          (1) Intercreditor Agreement dated as of June 28, 2011, as amended by Amendment No. 1 to the
Intercreditor Agreement (2011-1), among the Trustee, the Other Trustees, the Liquidity Provider,
the liquidity provider relating to the Class A Certificates and the Subordination Agent.




          (2) Escrow and Paying Agent Agreement (Class B) dated as of June 28, 2011 among the Escrow
Agent, the Underwriters, the Trustee and the Paying Agent.




          (3) Note Purchase Agreement dated as of June 28, 2011 among the Company, the Trustee, the
Other Trustees, the Subordination Agent, the Escrow Agent and the Paying Agent.




          (4) Deposit Agreement (Class B) dated as of June 28, 2011 between the Escrow Agent and the
Depositary.




          (5) Each of the Operative Agreements (as defined in the Participation Agreement for each
Aircraft) in effect as of the Transfer Date.
















 



 




Schedule II




Schedule of Beneficiaries


Wilmington Trust Company, not in its individual capacity but solely as Subordination Agent



Wilmington Trust Company, not in its individual capacity but solely as Paying Agent



Natixis S.A., acting through its New York Branch, as Liquidity Provider



The Bank of New York Mellon, as Depositary



US Airways, Inc.



Goldman, Sachs & Co., as Underwriter



Citigroup Global Markets Inc., as Underwriter



Credit Suisse Securities (USA) LLC, as Underwriter



Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Underwriter



Barclays Capital Inc., as Underwriter



Natixis Securities North America Inc., as Underwriter



Wells Fargo Bank Northwest, National Association, as Escrow Agent



Each of the other parties to the Assigned Documents