exv4w7






Exhibit 4.7




EXECUTION COPY




 





REVOLVING CREDIT AGREEMENT

(2011-1A)




dated as of June 28, 2011



between



WILMINGTON TRUST COMPANY,

as Subordination Agent,

as Agent and Trustee for the

US Airways Pass Through Trust 2011-1A,

as Borrower



and



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

as Liquidity Provider



 





Relating to US Airways

Pass Through Trust 2011-1A 7.125% US Airways

Pass Through Certificates, Series 2011-1A



 





 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	Section 1.01 Certain Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT
	 	 	8	 
	 
	 	 	 	 
	Section 2.01 The Advances
	 	 	8	 
	Section 2.02 Making the Advances
	 	 	8	 
	Section 2.03 Fees
	 	 	10	 
	Section 2.04 Reductions or Termination of the Maximum Commitment
	 	 	10	 
	Section 2.05 Repayments of Interest Advances, the Special Termination Advance or the
Final Advance
	 	 	11	 
	Section 2.06 Repayments of Provider Advances
	 	 	12	 
	Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement
	 	 	13	 
	Section 2.08 Book Entries
	 	 	13	 
	Section 2.09 Payments from Available Funds Only
	 	 	13	 
	Section 2.10 Extension of the Expiry Date; Non-Extension Advance
	 	 	13	 
	 
	 	 	 	 
	ARTICLE III OBLIGATIONS OF THE BORROWER
	 	 	14	 
	 
	 	 	 	 
	Section 3.01 Increased Costs
	 	 	14	 
	Section 3.02 Capital Adequacy
	 	 	15	 
	Section 3.03 Payments Free of Deductions
	 	 	16	 
	Section 3.04 Payments
	 	 	17	 
	Section 3.05 Computations
	 	 	17	 
	Section 3.06 Payment on Non-Business Days
	 	 	17	 
	Section 3.07 Interest
	 	 	18	 
	Section 3.08 Replacement of Borrower
	 	 	19	 
	Section 3.09 Funding Loss Indemnification
	 	 	19	 
	Section 3.10 Illegality
	 	 	20	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT
	 	 	20	 
	 
	 	 	 	 
	Section 4.01 Conditions Precedent to Effectiveness of Section 2.01
	 	 	22	 
	Section 4.02 Conditions Precedent to Borrowing
	 	 	22	 
	Section 4.03 Representations and Warranties
	 	 	22	 
	 
	 	 	 	 
	ARTICLE V COVENANTS
	 	 	22	 
	 
	 	 	 	 
	Section 5.01 Affirmative Covenants of the Borrower
	 	 	22	 
	Section 5.02 Negative Covenants of the Borrower
	 	 	23	 
	 
	 	 	 	 
	ARTICLE VI LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION
	 	 	23	 
	 
	 	 	 	 
	Section 6.01 Liquidity Events of Default
	 	 	23	 






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TABLE OF CONTENTS


(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 6.02 Special Termination
	 	 	23	 
	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS
	 	 	24	 
	 
	 	 	 	 
	Section 7.01 Amendments, Etc
	 	 	24	 
	Section 7.02 Notices, Etc
	 	 	24	 
	Section 7.03 No Waiver; Remedies
	 	 	24	 
	Section 7.04 Further Assurances
	 	 	24	 
	Section 7.05 Indemnification; Survival of Certain Provisions
	 	 	25	 
	Section 7.06 Liability of the Liquidity Provider
	 	 	25	 
	Section 7.07 Costs, Expenses and Taxes
	 	 	26	 
	Section 7.08 Binding Effect; Participations
	 	 	26	 
	Section 7.09 Severability
	 	 	27	 
	Section 7.10 GOVERNING LAW
	 	 	27	 
	Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity
	 	 	27	 
	Section 7.12 Execution in Counterparts
	 	 	28	 
	Section 7.13 Entirety
	 	 	28	 
	Section 7.14 Headings
	 	 	29	 
	Section 7.15 Transfer
	 	 	29	 
	Section 7.16 LIQUIDITY PROVIDER’S OBLIGATION TO MAKE ADVANCES
	 	 	29	 
	Section 7.17 Patriot Act
	 	 	29	 
	Section 7.18 Head Office Obligations
	 	 	29	 






	 	 	 	 	 

	Schedule A

	 	-
	 	Certain Economic Terms
	Schedule B

	 	-
	 	Administration Details
	Annex I

	 	-
	 	Interest Advance Notice of Borrowing
	Annex II

	 	-
	 	Non-Extension Advance Notice of Borrowing
	Annex III

	 	-
	 	Downgrade Advance Notice of Borrowing
	Annex IV

	 	-
	 	Final Advance Notice of Borrowing
	Annex V

	 	-
	 	Notice of Termination
	Annex VI

	 	-
	 	Notice of Replacement Subordination Agent
	Annex VII

	 	-
	 	Special Termination Advance Notice of Borrowing
	Annex VIII

	 	-
	 	Notice of Special Termination











ii









 








REVOLVING CREDIT AGREEMENT (2011-1A)




     THIS REVOLVING CREDIT AGREEMENT (2011-1A) dated as of June 28, 2011 (the “Agreement”),
between WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity
but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as
agent and trustee for the Class A Trust (as defined below) (the “Borrower”), and NATIXIS
S.A., a French societé anonyme, acting through its New York Branch (the “Liquidity
Provider”).



W I T N E S S E T H:




     WHEREAS, pursuant to the Class A Trust Agreement (such term and all other capitalized terms
used in these recitals having the meanings set forth or referred to in Section 1.01), the Class A
Trust is issuing the Class A Certificates; and



     WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on
the Class A Certificates in accordance with their terms, has requested the Liquidity Provider to
enter into this Agreement, providing in part for the Borrower to request in specified circumstances
that Advances be made hereunder.



     NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS



     Section 1.01 Certain Defined Terms. (a) Definitions. As used in this
Agreement and unless otherwise expressly indicated, or unless the context clearly requires
otherwise, the following capitalized terms shall have the following respective meanings for all
purposes of this Agreement:



     “Additional Costs” has the meaning assigned to such term in Section 3.01.



     “Advance” means an Interest Advance, a Final Advance, a Provider Advance, a Special
Termination Advance, an Applied Special Termination Advance, or an Applied Provider Advance, as the
case may be.



     “Applicable Liquidity Rate” has the meaning assigned to such term in Section 3.07(h).



     “Applicable Margin” means (x) with respect to any Unpaid Advance (including, without
limitation, any Applied Special Termination Advance but excluding any Unapplied Special Termination
Advance) or Applied Provider Advance, the margin per annum specified in item 1 of Schedule A, or
(y) with respect to any Unapplied Provider Advance or any Unapplied Special Termination Advance,
the margin per annum specified in the Fee Letter.



     “Applied Downgrade Advance” has the meaning assigned to such term in Section 2.06(a).



 









 





[Revolving Credit Agreement (2011-1A)]


     “Applied Non-Extension Advance” has the meaning assigned to such term in Section
2.06(a).



     “Applied Provider Advance” has the meaning assigned to such term in Section 2.06(a).



     “Applied Special Termination Advance” has the meaning assigned to such term in Section
2.05.



     “Assignment and Assumption Agreement” means the Assignment and Assumption Agreement to
be entered into between the Borrower and the trustee of the Successor Trust, substantially in the
form of Exhibit C to the Trust Supplement No. 2011-1A-O, dated as of the date hereof, relating to
the Class A Trust.



     “Base Rate” means, for any given day, a fluctuating interest rate per annum in effect
from time to time, which rate per annum shall at all times be equal to (a) the weighted average of
the rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate
is not so published for any day that is a Business Day, the average of the quotations for such day
for such transactions received by the Liquidity Provider from three Federal funds brokers of
recognized standing selected by it (the “Federal Funds Rate”), plus (b) one-quarter of one percent
(1/4 of 1%).



     “Base Rate Advance” means an Advance that bears interest at a rate based upon the Base
Rate.



     “Basel III” has the meaning assigned to such term in Section 3.01.



     “Borrower” has the meaning assigned to such term in the recital of parties to this
Agreement.



     “Borrowing” means the making of Advances requested by delivery of a Notice of
Borrowing.



     “Business Day” means any day other than a Saturday or Sunday or a day on which
commercial banks are required or authorized to close in Phoenix, Arizona, New York, New York or, so
long as any Class A Certificate is outstanding, the city and state in which the Class A Trustee,
the Borrower or any Indenture Trustee maintains its Corporate Trust Office or receives or disburses
funds, and, if the applicable Business Day relates to any Advance or other amount bearing interest
based on the LIBOR Rate, on which dealings in dollars are carried on in the London interbank
market.



     “Deposit Agreement” means the Deposit Agreement dated as of the date hereof between
Wells Fargo Bank Northwest, National Association, as Escrow Agent, and The Bank of New York Mellon,
as Depositary, pertaining to the Class A Certificates, as the same may be amended, modified or
supplemented from time to time in accordance with the terms thereof.



     “Depositary” has the meaning assigned to such term in the Deposit Agreement.



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[Revolving Credit Agreement (2011-1A)]



     “Deposits” has the meaning assigned to such term in the Deposit Agreement.



     “Downgrade Advance” means an Advance made pursuant to Section 2.02(c).



     “Effective Date” has the meaning assigned to such term in Section 4.01. The delivery
of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive
evidence that the Effective Date has occurred.



     “Excluded Taxes” means (i) Taxes imposed on, based on, or measured by the overall net
income, capital, franchises or receipts (other than Taxes which are or are in the nature of sales
or use Taxes or value added Taxes) of the Liquidity Provider or of its Facility Office by the
jurisdiction where such Liquidity Provider’s principal office or such Facility Office is located or
any other taxing jurisdiction in which such Tax is imposed as a result of the Liquidity Provider
being, or having been, organized in, or conducting, or having conducted, any activities unrelated
to the transactions contemplated by the Operative Agreements in such jurisdiction, and (ii)
Excluded Withholding Taxes.



     “Excluded Withholding Taxes” means (i) withholding Taxes imposed by the United States
except to the extent that such United States withholding Taxes are imposed or increased as a result
of any change in applicable law (excluding from change in applicable law for this purpose a change
in a “limitation on benefits” or similar anti-treaty shopping provision of an applicable treaty)
after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of
an Advance), after the date on which such successor Liquidity Provider obtains its interest, and
(ii) any withholding Taxes imposed by the United States which are imposed or increased as a result
of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which
certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled
to provide) which is reasonably requested by the Borrower to establish that payments under this
Agreement are exempt from (or entitled to a reduced rate of) withholding Tax, (iii) withholding
Taxes imposed by the United States on payments to a recipient in any other jurisdiction to which
such Facility Office is moved if, under the laws in effect at the time of such move, such laws
would require greater withholding of Taxes on payments to such Liquidity Provider acting from an
office in such jurisdiction than would be required on payments to such Liquidity Provider acting
from an office in the jurisdiction from which such Facility Office was moved and (iv) any Taxes
imposed under FATCA.



     “Expenses” means liabilities, obligations, damages, settlements, penalties, claims,
actions, suits, costs, expenses, and disbursements (including, without limitation, reasonable fees
and disbursements of legal counsel and costs of investigation), provided that Expenses shall not
include any Taxes.



     “Expiry Date” means the anniversary date of the Closing Date immediately following the
date on which the Liquidity Provider has provided written notice to the Borrower pursuant to
Section 2.10 that the Liquidity Provider’s obligation to make Advances shall not be extended beyond
such anniversary date.



     “Facility Office” means the office of the Liquidity Provider presently located in New
York, New York, or such other office as the Liquidity Provider from time to time shall notify the



3









 





[Revolving Credit Agreement (2011-1A)]


Borrower as its Facility Office hereunder; provided that the Liquidity Provider shall not
change its Facility Office to another Facility Office outside the United States of America except
in accordance with Section 3.01, 3.02 or 3.03 hereof.




     “FATCA” means Section 1471 through 1474 of the U.S. Internal Revenue Code of 1986
(effective as of the date hereof), or any amended version that is substantively comparable and any
current or future regulation or official interpretations thereof.



     “Federal Funds Rate” has the meaning assigned to such term in the definition of “Base
Rate”.



     “Final Advance” means an Advance made pursuant to Section 2.02(d).



     “GAAP” means generally accepted accounting principles as set forth in the statements
of financial accounting standards issued by the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants, as such principles may at any time or from time
to time be varied by any applicable financial accounting rules or regulations issued by the
Securities and Exchange Commission and, with respect to any person, shall mean such principles
applied on a basis consistent with prior periods except as may be disclosed in such person’s
financial statements.



     “Head Office” has the meaning assigned to such term in Section 7.18.



     “Indemnified Tax” means any Tax other than an Excluded Tax.



     “Intercreditor Agreement” means the Intercreditor Agreement dated as of the date
hereof among the Trustees, the Liquidity Provider, the liquidity provider under the other Liquidity
Facility and the Subordination Agent, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.



     “Interest Advance” means an Advance made pursuant to Section 2.02(a).



     “Interest Period” means, with respect to any LIBOR Advance, each of the following
periods:




     (i) the period beginning on the third LIBOR Business Day following either (x) the date
of the Liquidity Provider’s receipt of the Notice of Borrowing for such LIBOR Advance or (y)
the date of the withdrawal of funds from the Class A Cash Collateral Account for the purpose
of paying interest on the Class A Certificates as contemplated by Section 2.06(a) hereof
and, in either case, ending on the next Regular Distribution Date (or, if such day is not a
Business Day, the next succeeding Business Day); and




     (ii) each subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the next Regular Distribution Date (or, if such day is not a
Business Day, the next succeeding Business Day);



4









 





[Revolving Credit Agreement (2011-1A)]


provided, however, that if (x) the Final Advance shall have been made, or (y) other outstanding
Advances shall have been converted into the Final Advance, then the Interest Periods shall be
successive periods of one month beginning on the third LIBOR Business Day following the Liquidity
Provider’s receipt of the Notice of Borrowing for such Final Advance (in the case of clause (x)
above) or the Regular Distribution Date (or, if such day is not a Business Day, the next succeeding
Business Day) following such conversion (in the case of clause (y) above).




     “LIBOR Advance” means an Advance bearing interest at a rate based upon the LIBOR Rate
or the Market Disruption Base Rate pursuant to Section 3.07(g).



     “LIBOR Business Day” means any day on which dealings in dollars are carried on in the
London interbank market.



     “LIBOR Rate” means, with respect to any Interest Period,




     (i) the rate per annum appearing on display page Reuters Screen LIBOR01 Page (or any
successor or substitute therefor) at approximately 11:00 a.m. (London time) two LIBOR
Business Days before the first day of such Interest Period, as the rate for dollar deposits
with a maturity comparable to such Interest Period, or




     (ii) if the rate calculated pursuant to clause (i) above is not available, the average
(rounded upwards, if necessary, to the next 1/16 of 1%) of the rates per annum at which
deposits in dollars are offered for the relevant Interest Period by three banks of
recognized standing selected by the Liquidity Provider in the London interbank market at
approximately 11:00 a.m. (London time) two LIBOR Business Days before the first day of such
Interest Period in an amount approximately equal to the principal amount of the LIBOR
Advance to which such Interest Period is to apply and for a period comparable to such
Interest Period;


provided, that if the LIBOR Rate determined as provided above with respect to any LIBOR Advance for
any Interest Period would be less than 1.25% per annum, then the LIBOR Rate with respect to such
LIBOR Advance for such Interest Period shall be deemed to be 1.25% per annum.




     “Liquidity Event of Default” means the occurrence of either (a) the Acceleration of
all of the Series A Equipment Notes and Series B Equipment Notes (provided that, with respect to
the period prior to the Delivery Period Expiry Date, such Series A Equipment Notes and Series B
Equipment Notes have an aggregate outstanding principal balance in excess of the amount specified
in item 2 on Schedule A) or (b) a US Airways Bankruptcy Event.



     “Liquidity Indemnitee” means (i) the Liquidity Provider, (ii) the directors, officers,
employees and agents of the Liquidity Provider, and (iii) the successors and permitted assigns of
the persons described in clauses (i) and (ii) inclusive.



     “Liquidity Provider” has the meaning assigned to such term in the recital of parties
to this Agreement.



5









 





[Revolving Credit Agreement (2011-1A)]



     “Market Disruption Base Rate” means, with respect to any Interest Period, a
fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus one half of one
percent (1/2 of 1%), (b) the rate of interest per annum from time to time published in the “Money
Rates” section of The Wall Street Journal as being the “Prime Lending Rate” or, if more than one
rate is published as the Prime Lending Rate, then the highest of such rates (each change in the
Prime Lending Rate to be effective as of the date of publication in The Wall Street Journal of a
“Prime Lending Rate” that is different from that published on the preceding Business Day), provided
that in the event that The Wall Street Journal shall, for any reason, fail or cease to publish the
Prime Lending Rate, the Liquidity Provider shall choose a reasonably comparable index or source to
use as the basis for the “Prime Lending Rate” and (c) the LIBOR Rate plus 1.00%.



     “Maximum Available Commitment” means, subject to the proviso contained in the third
sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time
less (b) the aggregate amount of each Interest Advance outstanding at such time; provided that
following a Provider Advance, a Special Termination Advance or a Final Advance, the Maximum
Available Commitment shall be zero.



     “Maximum Commitment” means initially the amount specified in item 3 on Schedule A, as
such amount may be reduced from time to time in accordance with Section 2.04(a).



     “Natixis” has the meaning assigned to such term in Section 7.18.



     “Non-Extension Advance” means an Advance made pursuant to Section 2.02(b).



     “Notice Date” has the meaning assigned to such term in Section 2.10.



     “Notice of Borrowing” has the meaning assigned to such term in Section 2.02(e).



     “Notice of Replacement Subordination Agent” has the meaning assigned to such term in
Section 3.08.



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



     “Prospectus Supplement” means the final Prospectus Supplement dated the date specified
in item 4 on Schedule A relating to the Certificates, as such Prospectus Supplement may be amended
or supplemented.



     “Provider Advance” means a Downgrade Advance or a Non-Extension Advance.



     “Rate Determination Notice” has the meaning assigned to such term in Section 3.07(g).



     “Regulatory Change” has the meaning assigned to such term in Section 3.01.



     “Replenishment Amount” has the meaning assigned to such term in Section 2.06(b).



     “Required Amount” means, for any day, the sum of the aggregate amount of interest,
calculated at the rate per annum equal to the Stated Interest Rate for the Class A Certificates,
that



6









 





[Revolving Credit Agreement (2011-1A)]


would be payable on the Class A Certificates on each of the three successive semi-annual
Regular Distribution Dates immediately following such day or, if such day is a Regular Distribution
Date, on such day and the succeeding two semi-annual Regular Distribution Dates, in each case
calculated on the basis of the Pool Balance of the Class A Certificates on such day and without
regard to expected future distributions of principal on the Class A Certificates.




     “Special Termination Advance” means an Advance made pursuant to Section 2.02(g).



     “Special Termination Notice” means the Notice of Termination substantially in the form
of Annex VIII to this Agreement.



     “Successor Trust” means US Airways Pass Through Trust 2011-1A-S.



     “Termination Date” means the earliest to occur of the following: (i) the Expiry Date;
(ii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a
Responsible Officer of the Borrower, certifying that all of the Class A Certificates have been paid
in full (or provision has been made for such payment in accordance with the Intercreditor Agreement
and the Class A Trust Agreement) or are otherwise no longer entitled to the benefits of this
Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate,
signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility
has been substituted for this Agreement in full pursuant to Section 3.5(e) of the Intercreditor
Agreement; (iv) the fifth Business Day following the receipt by the Borrower of a Termination
Notice or Special Termination Notice from the Liquidity Provider pursuant to Section 6.02 hereof;
and (v) the date on which no Advance is or may (including by reason of reinstatement as herein
provided) become available for a Borrowing hereunder.



     “Termination Notice” means the Notice of Termination substantially in the form of
Annex V to this Agreement.



     “Transferee” has the meaning assigned to such term in Section 7.08(b).



     “Unapplied Downgrade Advance” means any Downgrade Advance other than an Applied
Downgrade Advance.



     “Unapplied Non-Extension Advance” means any Non-Extension Advance other than an
Applied Non-Extension Advance.



     “Unapplied Provider Advance” means any Provider Advance other than an Applied Provider
Advance.



     “Unapplied Special Termination Advance” means any Special Termination Advance other
than an Applied Special Termination Advance.



     “Unpaid Advance” has the meaning assigned to such term in Section 2.05.



     (b) Terms Defined in the Intercreditor Agreement. For all purposes of this Agreement,
the following terms shall have the respective meanings assigned to such terms in the Intercreditor
Agreement:



7









 





[Revolving Credit Agreement (2011-1A)]


     “Acceleration”, “Certificate”, “Class A Cash Collateral
Account”, “Class A Certificates”, “Class A Trust”, “Class A Trust
Agreement”, “Class A Trustee”, “Class B Certificates”, “Class C
Certificates”, “Closing Date”, “Corporate Trust Office”, “Delivery
Period Expiry Date”, “Downgraded Facility”, “Downgrade Event”,
“Equipment Notes”, “Fee Letter”, “Final Legal Distribution Date”,
“Financing Agreement”, “Indenture Trustee”, “Investment Earnings”,
“Liquidity Facility”, “Liquidity Obligations”, “Non-Extended
Facility”, “Note Purchase Agreement”, “Operative Agreements”,
“Participation Agreement”, “Performing Equipment Note”, “Person”,
“Pool Balance”, “Regular Distribution Date”, “Replacement Liquidity
Facility”, “Responsible Officer”, “Scheduled Payment”, “Special
Payment”, “Stated Interest Rate”, “Subordination Agent”,
“Taxes”, “Transfer”, “Trust Agreement”, “Trustee”,
“Underwriters”, “Underwriting Agreement”, “US Airways” and “US
Airways Bankruptcy Event”.




ARTICLE II




AMOUNT AND TERMS OF THE COMMITMENT



     Section 2.01 The Advances. The Liquidity Provider hereby irrevocably agrees, on the
terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on
any Business Day during the period from the Effective Date until 1:00 p.m. (New York City time) on
the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to
exceed the Maximum Commitment.



     Section 2.02 Making the Advances. (a) Interest Advances shall be made in one or more
Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of
Borrowing in substantially the form of Annex I attached hereto, signed by a Responsible Officer of
the Borrower, in an amount not exceeding the Maximum Available Commitment at such time and shall be
used solely for the payment when due of interest on the Class A Certificates at the Stated Interest
Rate therefor in accordance with Section 3.5(a) of the Intercreditor Agreement. Each Interest
Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount
available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance
(subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity
Provider in full or in part of the amount of any Interest Advance made pursuant to this Section
2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available
Commitment shall be reinstated by an amount equal to the amount of the Interest Advance so repaid
but not to exceed the Maximum Commitment; provided, however, that the Maximum Available Commitment
shall not be so reinstated (x) at any time if (i) a Liquidity Event of Default shall have occurred
and be continuing and (ii) there is a Performing Note Deficiency or (y) at any time after the
making of a Provider Advance, a Final Advance or a Special Termination Advance or after any
Interest Advance shall have been converted into a Final Advance.



     (b) A Non-Extension Advance shall be made in a single Borrowing if this Agreement is not
extended in accordance with Section 3.5(d) of the Intercreditor Agreement (unless a Replacement
Liquidity Facility to replace this Agreement shall have been delivered to the



8









 





[Revolving Credit Agreement (2011-1A)]


Borrower as contemplated by said Section 3.5(d) within the time period specified in such
Section) by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in
substantially the form of Annex II attached hereto, signed by a Responsible Officer of the
Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used
solely to fund the Class A Cash Collateral Account in accordance with said Section 3.5(d) and
Section 3.5(f) of the Intercreditor Agreement.




     (c) A Downgrade Advance shall be made in a single Borrowing upon the occurrence of a Downgrade
Event (as provided for in Section 3.5(c) of the Intercreditor Agreement), unless a Replacement
Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower
in accordance with said Section 3.5(c), by delivery to the Liquidity Provider of a written and
completed Notice of Borrowing in substantially the form of Annex III attached hereto, signed by a
Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such
time, and shall be used solely to fund the Class A Cash Collateral Account in accordance with said
Section 3.5(c) and Section 3.5(f) of the Intercreditor Agreement.



     (d) A Final Advance shall be made in a single Borrowing upon the receipt by the Borrower of a
Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof by delivery to the
Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of
Annex IV attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to
the Maximum Available Commitment at such time, and shall be used solely to fund the Class A Cash
Collateral Account (in accordance with Sections 3.5(f) and 3.5(i) of the Intercreditor Agreement).



     (e) Each Borrowing shall be made on notice in writing (a “Notice of Borrowing”) in
substantially the form required by Section 2.02(a), 2.02(b), 2.02(c), 2.02(d) or 2.02(g), as the
case may be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is
delivered by the Borrower in respect of any Borrowing no later than 1:00 p.m. (New York City time)
on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in
accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and
immediately available funds, before 4:00 p.m. (New York City time) on such Business Day. If a
Notice of Borrowing is delivered by the Borrower in respect of any Borrowing on a day that is not a
Business Day or after 1:00 p.m. (New York City time) on a Business Day, upon satisfaction of the
conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity
Provider shall make available to the Borrower, in accordance with its payment instructions, the
amount of such Borrowing in U.S. dollars and in immediately available funds, before 12:00 Noon (New
York City time) on the first Business Day next following the day of receipt of such Notice of
Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately
available funds to the Borrower in accordance with such wire transfer instructions as the Borrower
shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of
Borrowing shall be irrevocable and binding on the Borrower. Each Notice of Borrowing shall be
effective upon receipt of a copy thereof by the Liquidity Provider at the address specified
pursuant to Section 7.02.



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[Revolving Credit Agreement (2011-1A)]



     (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing, in accordance
with the Borrower’s payment instructions, the Liquidity Provider shall be fully discharged of its
obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not
thereafter be obligated to make any further Advances hereunder in respect of such Notice of
Borrowing to the Borrower or to any other Person. If the Liquidity Provider makes an Advance
requested pursuant to a Notice of Borrowing before 12:00 Noon (New York City time) on the second
Business Day after the date of payment specified in Section 2.02(e), the Liquidity Provider shall
have fully discharged its obligations hereunder with respect to such Advance and an event of
default shall not have occurred hereunder. Following the making of any Advance pursuant to Section
2.02(b), (c), (d) or (g) hereof to fund the Class A Cash Collateral Account, the Liquidity Provider
shall have no interest in or rights to the Class A Cash Collateral Account, the funds constituting
such Advance or any other amounts from time to time on deposit in the Class A Cash Collateral
Account; provided that the foregoing shall not affect or impair the obligations of the
Subordination Agent to make the distributions contemplated by Section 3.5(e) or (f) of the
Intercreditor Agreement, and provided further, that the foregoing shall not affect or
impair the rights of the Liquidity Provider to provide written instructions with respect to the
investment and reinvestment of amounts in the Class A Cash Collateral Account to the extent
provided in Section 2.2(b) of the Intercreditor Agreement. By paying to the Borrower proceeds of
Advances requested by the Borrower in accordance with the provisions of this Agreement, the
Liquidity Provider makes no representation as to, and assumes no responsibility for, the
correctness or sufficiency for any purpose of the amount of the Advances so made and requested.



     (g) A Special Termination Advance shall be made in a single Borrowing upon the receipt by the
Borrower of a Special Termination Notice from the Liquidity Provider pursuant to Section 6.02, by
delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially
the form of Annex VII, signed by a Responsible Officer of the Borrower, in an amount equal to the
Maximum Available Commitment at such time, and shall be used solely to fund the Class A Cash
Collateral Account (in accordance with Section 3.5(f) and Section 3.5(m) of the Intercreditor
Agreement).



     Section 2.03 Fees. The Borrower agrees to pay to the Liquidity Provider the fees set
forth in the Fee Letter applicable to this Agreement.



     Section 2.04 Reductions or Termination of the Maximum Commitment.



     (a) Automatic Reduction. Promptly following each date on which the Required Amount is
reduced as a result of a reduction in the Pool Balance of the Class A Certificates or otherwise,
the Maximum Commitment shall automatically be reduced to an amount equal to such reduced Required
Amount (as calculated by the Borrower); provided that on the first Regular Distribution Date, the
Maximum Commitment shall automatically be reduced to the then Required Amount. The Borrower shall
give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider
within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not
affect such automatic reduction of the Maximum Commitment.



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[Revolving Credit Agreement (2011-1A)]



     (b) Termination. Upon the making of any Provider Advance or Special Termination
Advance or the making of or conversion to a Final Advance hereunder or the occurrence of the
Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall
automatically and irrevocably terminate, and the Borrower shall not be entitled to request any
further Borrowing hereunder.



     Section 2.05 Repayments of Interest Advances, the Special Termination Advance or the Final
Advance. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without
notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand
are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider on
each date on which the Liquidity Provider shall make an Interest Advance, the Special Termination
Advance or the Final Advance, an amount equal to (a) the amount of such Advance (any such Advance,
until repaid, is referred to herein as an “Unpaid Advance”) (if multiple Interest Advances
are outstanding any such repayment to be applied in the order in which such Interest Advances have
been made, starting with the earliest), plus (b) interest on the amount of each such Unpaid Advance
as provided in Section 3.07 hereof; provided that if (i) the Liquidity Provider shall make a
Provider Advance at any time after making one or more Interest Advances which shall not have been
repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility shall become a
Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances have
reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to
constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade
Advance or an Applied Non-Extension Advance, as the case may be, for all purposes of this Agreement
(including, without limitation, for the purpose of determining when such Interest Advance is
required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the
purposes of Section 2.06(b)); provided further, that amounts in respect of a Special Termination
Advance withdrawn from the Class A Cash Collateral Account for the purpose of paying interest on
the Class A Certificates in accordance with Section 3.5(f) of the Intercreditor Agreement (the
amount of any such withdrawal being an “Applied Special Termination Advance”) shall
thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for
purposes of determining the Applicable Liquidity Rate for interest payable thereon; provided,
further, that if, following the making of a Special Termination Advance, the Liquidity Provider
delivers a Termination Notice to the Borrower pursuant to Section 6.01, such Special Termination
Advance shall thereafter be converted to and treated as a Final Advance under this Agreement for
purposes of determining the Applicable Liquidity Rate for interest payable thereon and the
obligation for repayment thereof and treated as an Applied Special Termination Advance for purposes
of Section 2.6(c) of the Intercreditor Agreement; and, provided further, that if, following the
making of a Provider Advance, the Liquidity Provider delivers a Special Termination Notice to the
Borrower pursuant to Section 6.02, any Unapplied Provider Advance shall thereafter be converted to
and treated as a Special Termination Advance under this Agreement for purposes of determining the
Applicable Liquidity Rate for interest payable thereon and the obligation for repayment thereof
under the Intercreditor Agreement. The Borrower and the Liquidity Provider agree that the
repayment in full of each Interest Advance, the Special Termination Advance and Final Advance on
the date such Advance is made is intended to be a contemporaneous exchange for new value given to
the Borrower by the Liquidity Provider.



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[Revolving Credit Agreement (2011-1A)]



     Section 2.06 Repayments of Provider Advances. (a) Amounts advanced hereunder in
respect of a Provider Advance shall be deposited in the Class A Cash Collateral Account, invested
and withdrawn from the Class A Cash Collateral Account as set forth in Sections 3.5(c), (d), (e)
and (f) of the Intercreditor Agreement. Subject to Sections 2.07 and 2.09, the Borrower agrees to
pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular
Distribution Date after the making of a Provider Advance, interest on the principal amount of any
such Provider Advance as provided in Section 3.07; provided, however, that amounts in
respect of a Provider Advance withdrawn from the Class A Cash Collateral Account for the purpose of
paying interest on the Class A Certificates in accordance with Section 3.5(f) of the Intercreditor
Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an
“Applied Downgrade Advance” and (z) in the case of a Non-Extension Advance, an “Applied
Non-Extension Advance” and, together with an Applied Downgrade Advance, an “Applied
Provider Advance”) shall thereafter (subject to Section 2.06(b)) be treated as an Interest
Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest
payable thereon and the dates on which such interest is payable; provided further, however, that
if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination
Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be
converted to and treated as a Final Advance under this Agreement for purposes of determining the
Applicable Liquidity Rate for interest payable thereon and the obligation for repayment thereof and
treated as an Applied Downgrade Advance or Applied Non-Extension Advance, as the case may be, for
the purposes of Section 2.6(c) of the Intercreditor Agreement. Subject to Sections 2.07 and 2.09
hereof, immediately upon the withdrawal of any amounts from the Class A Cash Collateral Account on
account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a
portion of the Provider Advances in a principal amount equal to the amount of such reduction, plus
interest on the principal amount prepaid as provided in Section 3.07 hereof.



     (b) At any time when an Applied Provider Advance or an Applied Special Termination Advance (or
any portion thereof) is outstanding, upon the deposit in the Class A Cash Collateral Account of any
amount pursuant to clause “fourth” of Section 3.2 of the Intercreditor Agreement (any such
amount being a “Replenishment Amount”) for the purpose of replenishing or increasing the
balance thereof up to the amount of the Required Amount at such time, (i) the aggregate outstanding
principal amount of all Applied Provider Advances or the Applied Special Termination Advance (and
of Provider Advances treated as an Interest Advance for purposes of determining the Applicable
Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such
Replenishment Amount (if multiple Applied Provider Advances are outstanding, such Replenishment
Amount to be applied in the order in which such Applied Provider Advances have been made, starting
with the earliest) and (ii) the aggregate outstanding principal amount of all Unapplied Provider
Advances or of the Unapplied Special Termination Advance shall be automatically increased by the
amount of such Replenishment Amount.



     (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in
accordance with Section 3.5(e) of the Intercreditor Agreement, amounts remaining on deposit in the
Class A Cash Collateral Account after giving effect to any Applied Provider Advance or Applied
Special Termination Advance on the date of such replacement shall be



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[Revolving Credit Agreement (2011-1A)]


reimbursed to the replaced Liquidity Provider, but only to the extent such amounts are
necessary to repay in full to the replaced Liquidity Provider all amounts owing to it hereunder.




     Section 2.07 Payments to the Liquidity Provider Under the Intercreditor Agreement. In
order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the
Intercreditor Agreement provides that amounts available and referred to in Articles II and III of
the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms
of the Intercreditor Agreement (including, without limitation, Section 3.5(f) of the Intercreditor
Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof. Amounts
so paid to, and not required to be returned by, the Liquidity Provider shall be applied by the
Liquidity Provider to Liquidity Obligations then due and payable in accordance with the
Intercreditor Agreement and shall discharge in full the corresponding obligations of the Borrower
hereunder (or, if not provided for in the Intercreditor Agreement, then in such manner as the
Liquidity Provider shall deem appropriate).



     Section 2.08 Book Entries. The Liquidity Provider shall maintain in accordance with
its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting
from Advances made from time to time and the amounts of principal and interest payable hereunder
and paid from time to time in respect thereof; provided, however, that the failure by the Liquidity
Provider to maintain such account or accounts shall not affect the obligations of the Borrower in
respect of Advances.



     Section 2.09 Payments from Available Funds Only. All payments to be made by the
Borrower under this Agreement, including, without limitation, Sections 7.05 and 7.07, shall be made
only from the amounts that constitute Scheduled Payments, Special Payments or payments under
Section 8.1 of the Participation Agreements and payments under the Fee Letter and Section 6 of the
Note Purchase Agreement and only to the extent that the Borrower shall have sufficient income or
proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof
after giving effect to the priority of payments provisions set forth in the Intercreditor
Agreement. The Liquidity Provider agrees that it will look solely to such amounts in respect of
payments to be made by the Borrower hereunder to the extent available for distribution to it as
provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual
capacity, is not personally liable to it for any amounts payable or liability under this Agreement
except as expressly provided in this Agreement, the Intercreditor Agreement or any Participation
Agreement. Amounts on deposit in the Class A Cash Collateral Account shall be available to the
Borrower to make payments under this Agreement only to the extent and for the purposes expressly
contemplated in Section 3.5(f) of the Intercreditor Agreement.



     Section 2.10 Extension of the Expiry Date; Non-Extension Advance. If the Liquidity
Provider advises the Borrower before the 25th day prior to an anniversary date of the Closing Date
(the “Notice Date”) that its obligation to make Advances hereunder shall not be extended beyond
such anniversary date (and if the Liquidity Provider shall not have been replaced in accordance
with Section 3.5(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after
the Notice Date (but prior to such anniversary date) to request a Non-Extension Advance in
accordance with Section 2.02(b) hereof and Section 3.5(d) of the Intercreditor Agreement.



13









 





[Revolving Credit Agreement (2011-1A)]



ARTICLE III




OBLIGATIONS OF THE BORROWER



     Section 3.01 Increased Costs. The Borrower shall pay to the Liquidity Provider from
time to time such amounts as may be necessary to compensate the Liquidity Provider for any
increased costs incurred by the Liquidity Provider which are attributable to its making or
maintaining any Advances hereunder or its obligation to make any such Advances hereunder, or any
reduction in any amount receivable by the Liquidity Provider under this Agreement or the
Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs
and reductions in amounts receivable being herein called “Additional Costs”), resulting
from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws
or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or
the adoption or making after the date of this Agreement of any interpretations, directives, or
requirements applying to a class of banks including the Liquidity Provider under any U.S. federal,
state, municipal, or any foreign laws or regulations (whether or not having the force of law) by
any court, central bank or monetary authority charged with the interpretation or administration
thereof (a “Regulatory Change”), which: (1) changes the basis of taxation of any amounts
payable to the Liquidity Provider under this Agreement in respect of any such Advances or such
obligation (other than with respect to Excluded Taxes or Indemnified Taxes); or (2) imposes or
modifies any reserve, special deposit, compulsory loan or similar requirements relating to any
extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity
Provider (including any such Advances or such obligation or any deposits referred to in the
definition of LIBOR Rate, Market Disruption Base Rate or related definitions). For the avoidance
of doubt, any Regulatory Changes based on the consultative papers of The Basel Committee on Banking
Supervision of December 2009 entitled “Strengthening the resilience of the banking sector” and
“International framework for liquidity risk measurement, standards and monitoring”, in each case
together with any amendments thereto (collectively, “Basel III”), will not be treated, for
purposes of determining whether the Liquidity Provider is entitled to compensation under this
Section 3.01, as having been adopted or having come into effect before the date hereof, and any
such Regulatory Changes based on Basel III shall be determined to be adopted only when the national
banking supervisory authorities, or other relevant administrative or legislative bodies having
primary jurisdiction or regulatory authority over the Liquidity Provider, adopt any such Regulatory
Changes based on Basel III in the primary jurisdiction of the Liquidity Provider. The Liquidity
Provider agrees to use reasonable efforts (consistent with its internal policies and applicable
legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such
change would avoid the need for, or reduce the amount of, any amount payable under this Section
that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be
otherwise disadvantageous to the Liquidity Provider.



     The Liquidity Provider will notify the Borrower of any event occurring after the date of this
Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as
promptly as practicable after it obtains knowledge thereof and determines to request such
compensation, which notice shall describe in reasonable detail the calculation of the amounts owed
under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of
the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts
receivable by it in respect of Advances, and of the additional amounts



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[Revolving Credit Agreement (2011-1A)]


required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie
evidence of the amount owed under this Section.




     Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination
Agent agree that any permitted assignee or participant of the initial Liquidity Provider which is
not a bank shall not be entitled to the benefits of the preceding two paragraphs (but without
limiting the provisions of Section 7.08 hereof).



     Section 3.02 Capital Adequacy. If (1) the adoption, after the date hereof, of any
applicable governmental law, rule or regulation regarding capital adequacy or liquidity coverage,
(2) any change, after the date hereof, in the interpretation or administration of any such law,
rule or regulation by any central bank or other governmental authority charged with the
interpretation or administration thereof or (3) compliance by the Liquidity Provider or any
corporation or bank controlling the Liquidity Provider with any applicable guideline or request of
general applicability, issued after the date hereof, by any central bank or other governmental
authority (whether or not having the force of law) that constitutes a change of the nature
described in clause (2), has the effect of (x) requiring an increase in the amount of capital or
liquid assets required to be maintained by the Liquidity Provider or any corporation or bank
controlling the Liquidity Provider, or (y) reducing the rate of return on assets or capital of the
Liquidity Provider (or such corporation or bank) and such adoption, change or compliance, as the
case may be, relates to a category of claims or assets that includes the Liquidity Provider’s
obligations hereunder (including funded obligations) and other similar obligations, the Borrower
shall, subject to the provisions of the next paragraph, pay to the Liquidity Provider from time to
time such additional amount or amounts as are necessary to compensate the Liquidity Provider for
such portion of such increase or reduction as shall be reasonably allocable to the Liquidity
Provider’s obligations to the Borrower hereunder. For the avoidance of doubt, the adoption of any
law, rule or regulation described in clause (1) of the first sentence of this Section 3.02, and the
taking of any action described in clauses (2) and (3) of such sentence, that in each case is based
on Basel III, will not be treated, for purposes of determining whether the Liquidity Provider (or
any corporation or bank controlling the Liquidity Provider) is entitled to compensation under this
Section 3.02, as having been adopted, come into effect, been issued or been taken before the date
hereof, and any such law, rule or regulation and any of the actions described in clauses (2) and
(3) of such sentence that is based on Basel III shall be determined to have been adopted, come into
effect, been issued or been taken only when the central bank or other legislative or administrative
governmental authorities in the primary jurisdiction of the Liquidity Provider (or any corporation
or bank controlling the Liquidity Provider) adopt any such law, rule or regulation or take any such
actions. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal
and regulatory restrictions) to change the jurisdiction of its Facility Office if making such
change would avoid the need for, or reduce the amount of, any amount payable under this Section
that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be
otherwise materially disadvantageous to the Liquidity Provider.



     The Liquidity Provider will notify the Borrower of any event occurring after the date of this
Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.02 as
promptly as practicable after it obtains knowledge thereof and determines to request such
compensation, which notice shall describe in reasonable detail the calculation of the



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[Revolving Credit Agreement (2011-1A)]


amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this
Section 3.02 of the effect of any increase in the amount of capital or liquid assets required to be
maintained by the Liquidity Provider and of the amount allocable to the Liquidity Provider’s
obligations to the Borrower hereunder shall be conclusive evidence of the amounts owed under this
Section, absent manifest error.




     Notwithstanding the preceding two paragraphs, the Liquidity Provider and the Subordination
Agent agree that any permitted assignee or participant of the initial Liquidity Provider which is
not a bank shall not be entitled to the benefits of the preceding two paragraphs (but without
limiting the provisions of Section 7.08 hereof).



     Section 3.03 Payments Free of Deductions. (a) Unless required by applicable law, all
payments made by the Borrower under this Agreement shall be made free and clear of, and without
reduction for or on account of, any present or future Taxes of any nature whatsoever now or
hereafter imposed, levied, collected, withheld or assessed. If any Taxes are required to be
withheld from any amounts payable to the Liquidity Provider under this Agreement, (i) the Borrower
shall within the time prescribed therefor by applicable law pay to the appropriate governmental or
taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the
additional amounts payable under clause (ii) hereof) and make such reports or returns in connection
therewith at the time or times and in the manner prescribed by applicable law, and (ii) in the case
of Indemnified Taxes, the amounts payable to the Liquidity Provider shall be increased to the
extent necessary so that after deduction of all such Indemnified Taxes and all other Taxes required
to be withheld on the additional amount payable pursuant to this clause (ii)) the Liquidity
Provider receives an amount equal to the sum the Liquidity Provider would have received had no such
deduction for Indemnified Taxes been required. The Liquidity Provider agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the
amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable
judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. From
time to time upon the reasonable request of the Borrower, the Liquidity Provider agrees to provide
to the Borrower two original Internal Revenue Service Forms (including W-8BEN, W-8ECI, W-8IMY or
W-9), as appropriate with respect to the Liquidity Provider, or any successor or other form
prescribed by the Internal Revenue Service, certifying as to any available exemption from or
reduction in the rate of United States withholding tax on payments pursuant to this Agreement.
Within 30 days after the date of payment of any Taxes by the Borrower to a governmental authority
or taxing authority pursuant to this Section 3.03(a), the Borrower shall furnish to the Liquidity
Provider the original or a certified copy of a receipt from the applicable governmental or taxing
authority (or other documentary evidence reasonably satisfactory to the Liquidity Provider)
evidencing such payment.



     (b) Unless required by applicable law, all payments (including, without limitation, Advances)
made by the Liquidity Provider under this Agreement shall be made free and clear of, and without
reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted
from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i)
within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing
authority the full amount of any such Taxes (and any additional Taxes in



16









 





[Revolving Credit Agreement (2011-1A)]


respect of the additional amounts payable under clause (ii) hereof) and make such reports or
returns in connection therewith at the time or times and in the manner prescribed by applicable
law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes)
will be sufficient to yield to the Borrower the full amount which would have been received by it
had no such withholding or deduction been made. Within 30 days after the date of each payment of
Taxes by the Liquidity Provider to a governmental authority or taxing authority pursuant to this
Section 3.03(b), the Liquidity Provider shall furnish to the Borrower the original or a certified
copy of a receipt from the applicable governmental authority or taxing authority (or other
documentary evidence reasonably satisfactory to the Borrower) evidencing such payment.




     (c) If any exemption from, or reduction in the rate of, any Taxes is reasonably available to
the Borrower to establish that payments under this Agreement are exempt from (or entitled to a
reduced rate of) tax, the Borrower shall deliver to the Liquidity Provider such form or forms and
such other evidence of the eligibility of the Borrower for such exemption or reduction as the
Liquidity Provider may reasonably identify to the Borrower as being required as a condition to
exemption from, or reduction in the rate of, any Taxes.



     (d) If a payment made to the Liquidity Provider under this Agreement may be subject to U.S.
federal withholding Tax imposed by FATCA, the Liquidity Provider shall deliver to the Borrower at
such time or times reasonably requested by the Borrower such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the
Borrower to comply with its obligations under FATCA and to determine that the Liquidity Provider
has or has not complied with its obligations under FATCA or to determine the amount to deduct and
withhold from such payment.



     Section 3.04 Payments. The Borrower shall make or cause to be made each payment to
the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity
Provider not later than 1:00 P.M. (New York City time) on the day when due. The Borrower shall
make all such payments in lawful money of the United States of America, to the Liquidity Provider
in immediately available funds, by wire transfer to the account specified for the Liquidity
Provider in Schedule B or to such other U.S. bank account as the Liquidity Provider may from time
to time direct the Borrower in writing.



     Section 3.05 Computations. All computations of interest based on the Base Rate shall
be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of
interest based on the LIBOR Rate or the Market Disruption Base Rate shall be made on the basis of a
year of 360 days, in each case for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest is payable.



     Section 3.06 Payment on Non-Business Days. Whenever any payment to be made hereunder
to the Liquidity Provider shall be stated to be due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day without any additional interest (and if
so made, shall be deemed to have been made when due). If any payment in respect of interest on an
Advance is so deferred to the next succeeding Business Day, such deferral shall not delay the
commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or
reduce the number of days for which interest will be payable on such Advance on the next interest
payment date for such Advance.



17









 





[Revolving Credit Agreement (2011-1A)]



     Section 3.07 Interest. (a) Subject to Section 2.09, the Borrower shall pay, or shall
cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance
from and including the date of such Advance (or, in the case of an Applied Provider Advance or
Applied Special Termination Advance, from and including the date on which the amount thereof was
withdrawn from the Class A Cash Collateral Account to pay interest on the Class A Certificates) to
but excluding the date such principal amount shall be paid in full (or, in the case of an Applied
Provider Advance or Applied Special Termination Advance, the date on which the Class A Cash
Collateral Account is fully replenished in respect of such Advance) and (ii) any other amount due
hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by law,
installments of interest on Advances or any such other amount) which is not paid when due (whether
at stated maturity, by acceleration or otherwise) from and including the due date thereof to but
excluding the date such amount is paid in full, in each such case, at a fluctuating interest rate
per annum for each day equal to the Applicable Liquidity Rate (as defined below) for such Advance
or such other amount, as the case may be, as in effect for such day, but in no event at a rate per
annum greater than the maximum rate permitted by applicable law; provided, however,
that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall
exceed the maximum rate permitted by applicable law, then any subsequent reduction in such interest
rate will not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum
rate permitted by applicable law until the total amount of interest accrued equals the amount of
interest that would have accrued if such otherwise applicable interest rate as set forth in this
Section 3.07 had at all times been in effect.



     (b) Except as provided in clause (e) below, each Advance will be either a Base Rate Advance or
a LIBOR Advance as provided in this Section. Each such Advance will be a Base Rate Advance for the
period from the date of its borrowing to (but excluding) the third LIBOR Business Day following the
Liquidity Provider’s receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance
shall be a LIBOR Advance.



     (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum
equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance,
payable in arrears on the last day of such Interest Period and, in the event of the payment of
principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to
the extent of interest accrued on the amount of principal repaid).



     (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus
the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution
Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a
Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the
amount of principal repaid).



     (e) Each outstanding Unapplied Non-Extension Advance shall bear interest in an amount equal to
the Investment Earnings on amounts on deposit in the Class A Cash Collateral Account plus the
Applicable Margin for such Unapplied Non-Extension Advance on the amount of such Unapplied
Non-Extension Advance from time to time, payable in arrears on each Regular Distribution Date.



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[Revolving Credit Agreement (2011-1A)]



     (f) Each amount not paid when due hereunder (whether fees, commissions, expenses or other
amounts or, to the extent permitted by applicable law, installments of interest on Advances but
excluding Advances) shall bear interest at a rate per annum equal to the Base Rate plus 2.00% per
annum until paid.



     (g) If at any time, the Liquidity Provider shall have determined (which determination shall be
conclusive and binding upon the Borrower, absent manifest error) that, by reason of circumstances
affecting the relevant interbank lending market generally, the LIBOR Rate determined or to be
determined for the current or the immediately succeeding Interest Period will not adequately and
fairly reflect the cost to the Liquidity Provider (as conclusively certified by the Liquidity
Provider, absent manifest error) of making or maintaining LIBOR Advances, the Liquidity Provider
shall give facsimile or telephonic notice thereof (a “Rate Determination Notice”) to the
Borrower (any such telephonic notice to be promptly confirmed in writing and transmitted by
telecopier to the Borrower in accordance with Section 7.02). Following the receipt of a Rate
Determination Notice by the Borrower, the LIBOR Rate shall be the Market Disruption Base Rate until
the Interest Period that immediately follows the withdrawal of such Rate Determination Notice. The
Liquidity Provider shall withdraw a Rate Determination Notice given hereunder when the Liquidity
Provider determines that the circumstances giving rise to such Rate Determination Notice no longer
apply to the Liquidity Provider.



     (h) Each change in the Base Rate shall become effective immediately. The rates of interest
specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as
the “Applicable Liquidity Rate”.



     Section 3.08 Replacement of Borrower. From time to time and subject to the successor
Borrower’s meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor
Agreement applicable to the Subordination Agent, upon the effective date and time specified in a
written and completed Notice of Replacement Subordination Agent in substantially the form of Annex
VI attached hereto (a “Notice of Replacement Subordination Agent”) delivered to the
Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be
substituted for the Borrower for all purposes hereunder.



     Section 3.09 Funding Loss Indemnification. The Borrower shall pay to the Liquidity
Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient
(in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost, or
expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired
by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of anticipated
profits) incurred as a result of:




     (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest
Period for such Advance; or




     (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing
specified in the relevant notice under Section 2.02.



     Calculation of all amounts payable to the Liquidity Provider under this Section 3.09 shall be
made as though the Liquidity Provider had actually funded the related LIBOR



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[Revolving Credit Agreement (2011-1A)]


Advance through the purchase of a LIBOR deposit bearing interest at the LIBOR Rate in an
amount equal to its LIBOR Advance and having a maturity comparable to the relevant Interest Period;
provided, however, that the Liquidity Provider may fund any LIBOR Advance in any manner it sees fit
and the foregoing assumptions shall be utilized only for the purposes of calculating amounts
payable under this Section 3.09.




     Section 3.10 Illegality. Notwithstanding any other provision in this Agreement, if
any change in any applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by the Liquidity Provider (or its
Facility Office) with any request or directive (whether or not having the force of law) of any such
authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity
Provider (or its Facility Office) to maintain or fund its LIBOR Advances, then upon notice to the
Borrower by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be
converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such
change or compliance with such request, in the judgment of the Liquidity Provider, requires
immediate repayment; or (b) at the expiration of the last Interest Period to expire before the
effective date of any such change or request. The Liquidity Provider agrees to use reasonable
efforts (consistent with its internal policies and applicable legal and regulatory restrictions) to
change the jurisdiction of its Facility Office if making such change would avoid or cure the
aforesaid illegality and would not, in the reasonable judgment of the Liquidity Provider, be
otherwise disadvantageous to the Liquidity Provider.



ARTICLE IV




CONDITIONS PRECEDENT



     Section 4.01 Conditions Precedent to Effectiveness of Section 2.01. Section 2.01 of
this Agreement shall become effective on and as of the first date (the “Effective Date”) on
which the following conditions precedent have been satisfied or waived:



     (a) The Liquidity Provider shall have received each of the following, and in the case of each
document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance
satisfactory to the Liquidity Provider:



          (i) This Agreement duly executed on behalf of the Borrower and the Fee Letter applicable to
this Agreement duly executed on behalf of the Borrower and US Airways;




          (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto (other
than the Liquidity Provider);




          (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or
before the Closing Date (other than this Agreement, the Fee Letter and the Intercreditor
Agreement);




          (iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates;







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[Revolving Credit Agreement (2011-1A)]






          (v) An executed copy of each document, instrument, certificate and opinion delivered on or
before the Closing Date pursuant to the Class A Trust Agreement, the Note Purchase Agreement, the
Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other
than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or
accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity
Provider is entitled to rely on such opinion as of its date as if it were addressed to the
Liquidity Provider);




          (vi) Evidence that there shall have been made and shall be in full force and effect, all
filings, recordings and/or registrations, and there shall have been given or taken any notice or
other similar action as may be reasonably necessary or, to the extent reasonably requested by the
Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the
right, title and interest, remedies, powers, privileges, liens and security interests of, or for
the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative
Agreements executed and delivered on or before the Closing Date;




          (vii) An agreement from US Airways, pursuant to which (i) US Airways agrees to provide to the
Liquidity Provider (A) within 90 days after the end of each of the first three fiscal quarters in
each fiscal year of US Airways, a consolidated balance sheet of US Airways as of the end of such
quarter and related statements of income and cash flows for the period commencing at the end of the
previous fiscal year and ending with the end of such quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding period in the preceding fiscal
year, prepared in accordance with GAAP; provided, that so long as US Airways is subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended, a copy of US Airways’
report on Form 10-Q for such fiscal quarter (excluding exhibits) or a written notice of US Airways
that such report has been filed with the Securities and Exchange Commission, providing a website
address at which such report may be accessed and confirming that the report accessible at such
website address conforms to the original report filed with the Securities and Exchange Commission
will satisfy this subclause (A), and (B) within 120 days after the end of each fiscal year of US
Airways, a consolidated balance sheet of US Airways as of the end of such fiscal year and related
statements of income and cash flows of US Airways for such fiscal year, in comparative form with
the preceding fiscal year, prepared in accordance with GAAP, together with a report of US Airways’
independent certified public accountants with respect to their audit of such financial statements;
provided, that so long as US Airways is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended, a copy of US Airways’ report on Form 10-K for such fiscal year
(excluding exhibits) or a written notice of US Airways that such report has been filed with the
Securities and Exchange Commission, providing a website address at which such report may be
accessed and confirming that the report accessible at such website address conforms to the original
report filed with the Securities and Exchange Commission will satisfy this subclause (B), and (ii)
US Airways agrees to allow the Liquidity Provider to inspect US Airways’ books and records
regarding such transactions, and to discuss such transactions with officers and employees of US
Airways;




          (viii) Legal opinions from (a) Morris James LLP, special counsel to the Borrower, and (b)
Latham & Watkins LLP, special counsel to US Airways, each in form and substance reasonably
satisfactory to the Liquidity Provider; and







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[Revolving Credit Agreement (2011-1A)]






          (ix) Such other documents, instruments, opinions and approvals pertaining to the transactions
contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have
reasonably requested, including, without limitation, such documentation as the Liquidity Provider
may require to satisfy its “know your customer” policies.




     (b) The following statement shall be true on and as of the Effective Date: no event has
occurred and is continuing, or would result from the entering into of this Agreement or the making
of any Advance, which constitutes a Liquidity Event of Default.



     (c) The Liquidity Provider shall have received payment in full of all fees and other sums
required to be paid to or for the account of the Liquidity Provider on or prior to the Effective
Date.



     (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements
shall have been satisfied or waived, all conditions precedent to the effectiveness of the other
Liquidity Facility shall have been concurrently satisfied or waived, and all conditions precedent
to the purchase of the Class A Certificates, the Class B Certificates and the Class C Certificates
by the Underwriters under the Underwriting Agreement shall have been satisfied or waived.



     (e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly
authorized representative of the Liquidity Provider, certifying that all conditions precedent to
the effectiveness of Section 2.01 have been satisfied or waived.



     Section 4.02 Conditions Precedent to Borrowing. The obligation of the Liquidity
Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions
precedent that the Effective Date shall have occurred and, on or prior to the date of such
Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and
conditions of this Agreement and has been completed as may be required by the relevant form of the
Notice of Borrowing for the type of Advance requested.



     Section 4.03 Representations and Warranties. The representations and warranties of
the Borrower as Subordination Agent in Section 5.2 of the Participation Agreements shall be deemed
to be incorporated into this Agreement as if set out in full herein and as if such representations
and warranties were made by the Borrower to the Liquidity Provider as of the date hereof.



ARTICLE V




COVENANTS



     Section 5.01 Affirmative Covenants of the Borrower. So long as any Advance shall
remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower
shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will,
unless the Liquidity Provider shall otherwise consent in writing:



     (a) Performance of this and Other Agreements. Punctually pay or cause to be paid all
amounts payable by it under this Agreement and the other Operative Agreements and observe



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[Revolving Credit Agreement (2011-1A)]


and perform in all material respects the conditions, covenants and requirements applicable to
it contained in this Agreement and the other Operative Agreements.




     (b) Reporting Requirements. Furnish to the Liquidity Provider with reasonable
promptness, such information and data with respect to the transactions contemplated by the
Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider;
and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower’s books and
records with respect to such transactions and to meet with officers and employees of the Borrower
to discuss such transactions.



     (c) Certain Operative Agreements. Furnish to the Liquidity Provider with reasonable
promptness, such Operative Agreements entered into after the date hereof as from time to time may
be reasonably requested by the Liquidity Provider.



     Section 5.02 Negative Covenants of the Borrower. So long as any Advance shall remain
unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall
have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not
appoint or permit or suffer to be appointed any successor Borrower without the prior written
consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed.



ARTICLE VI




LIQUIDITY EVENTS OF DEFAULT AND SPECIAL TERMINATION



     Section 6.01 Liquidity Events of Default. If (a) any Liquidity Event of Default has
occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider
may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be
to cause (i) the obligation of the Liquidity Provider to make Advances hereunder to expire on the
fifth Business Day after the date on which such Termination Notice is received by the Borrower,
(ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance
in accordance with Section 2.02(d) hereof and Section 3.5(i) of the Intercreditor Agreement, (iii)
all other outstanding Advances to be automatically converted into Final Advances for purposes of
determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to
Sections 2.07 and 2.09 hereof, all Advances (including, without limitation, any Provider Advance
and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding
hereunder to become immediately due and payable to the Liquidity Provider.



     Section 6.02 Special Termination. If the aggregate Pool Balance of the Class A
Certificates is greater than the aggregate outstanding principal amount of the Series A Equipment
Notes (other than any Series A Equipment Notes previously sold or with respect to which the
collateral securing such Series A Equipment Notes has been disposed of) at any time during the 18
month period prior to October 22, 2023 the Liquidity Provider may, in its discretion, deliver to
the Borrower a Special Termination Notice, the effect of which shall be to cause (i) the obligation
of the Liquidity Provider to make Advances hereunder to expire on the fifth Business Day after the
date on which such Special Termination Notice is received by the Borrower, (ii)



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[Revolving Credit Agreement (2011-1A)]


the Borrower to promptly request, and the Liquidity Provider to promptly make, a Special
Termination Advance in accordance with Section 2.02(g) and Section 3.5(m) of the Intercreditor
Agreement, and (iii) subject to Sections 2.07 and 2.09, all Advances (including, without
limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and
any other amounts outstanding hereunder to become immediately due and payable to the Liquidity
Provider.




ARTICLE VII




MISCELLANEOUS



     Section 7.01 Amendments, Etc. No amendment or waiver of any provision of this
Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective
unless the same shall be in writing and signed by the Liquidity Provider, and, in the case of an
amendment or of a waiver by the Borrower, the Borrower, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given.



     Section 7.02 Notices, Etc. Except as otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including telecopier and
mailed or delivered or sent by telecopier) addressed to the applicable party at its address
specified on Schedule B or to such other address as shall be designated by such Person in a written
notice to the others. The Borrower shall give all Notices of Borrowing via telecopier;
provided, that, in the event of a transmission failure, the Borrower shall use reasonable
efforts to deliver the applicable Notice of Borrowing to the Liquidity Provider on the same
Business Day using such other means as may be reasonably deemed necessary by the Borrower. All
such notices and communications shall be effective (i) if given by telecopier, when transmitted to
the telecopier number specified above, (ii) if given by mail, five Business Days after being
deposited in the mails addressed as specified above, and (iii) if given by other means, when
delivered at the address specified above, except that written notices to the Liquidity Provider
pursuant to the provisions of Article II and Article III hereof shall not be effective until
received by the Liquidity Provider. A copy of all notices delivered hereunder to either party
shall in addition be delivered to each of the parties to the Participation Agreements at their
respective addresses set forth therein.



     Section 7.03 No Waiver; Remedies. No failure on the part of the Liquidity Provider to
exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver
thereof; nor shall any single or partial exercise of any right under this Agreement preclude any
other or further exercise thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.



     Section 7.04 Further Assurances. The Borrower agrees to do such further acts and
things and to execute and deliver to the Liquidity Provider such additional assignments,
agreements, powers and instruments as the Liquidity Provider may reasonably require or deem
advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or
to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder
and under the other Operative Agreements.



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[Revolving Credit Agreement (2011-1A)]



     Section 7.05 Indemnification; Survival of Certain Provisions. The Liquidity Provider
shall be indemnified hereunder to the extent and in the manner described in Section 8.1 of the
Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold
harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all
Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in
Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter applicable to this Agreement (regardless of
whether indemnified against pursuant to said Sections or in such Fee Letter)), that may be imposed,
incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from,
or arising out of or in connection with any action, suit or proceeding by any third party against
such Liquidity Indemnitee and relating to this Agreement, the Fee Letter, the Intercreditor
Agreement or any Financing Agreement; provided, however, that the Borrower shall
not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect
of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the
gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity
Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the
failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any
agreement, covenant or condition on its part to be performed or observed in this Agreement, the
Intercreditor Agreement, the Fee Letter applicable to this Agreement or any other Operative
Agreement to which it is a party. The indemnities contained in Section 8.1 of the Participation
Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall
survive the termination of this Agreement.



     Section 7.06 Liability of the Liquidity Provider. (a) Neither the Liquidity Provider
nor any of its officers, employees, directors or Affiliates shall be liable or responsible for:
(i) the use which may be made of the Advances or any acts or omissions of the Borrower or any
beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of
documents, or of any endorsement thereon, even if such documents should prove to be in any or all
respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the
Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not
comply with the terms hereof; provided, however, that the Borrower shall have a
claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower,
to the extent of any damages suffered by the Borrower which were the result of (A) the Liquidity
Provider’s willful misconduct or negligence in determining whether documents presented hereunder
comply with the terms hereof, or (B) any breach by the Liquidity Provider of any of the terms of
this Agreement or the Intercreditor Agreement, including, but not limited to, the Liquidity
Provider’s failure to make lawful payment hereunder after the delivery to it by the Borrower of a
Notice of Borrowing strictly complying with the terms and conditions hereof. In no event, however,
shall the Liquidity Provider be liable on any theory of liability for any special, indirect,
consequential or punitive damages (including, without limitation, any loss of profits, business or
anticipated savings).



     (b) Neither the Liquidity Provider nor any of its officers, employees, directors or Affiliates
shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however transmitted, in connection
with this Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or
omission which may be taken by it in good faith, absent willful misconduct or gross negligence (in
which event the extent of the Liquidity Provider’s potential liability to the



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[Revolving Credit Agreement (2011-1A)]


Borrower shall be limited as set forth in the immediately preceding paragraph), in connection
with this Agreement or any Notice of Borrowing.




     Section 7.07 Costs, Expenses and Taxes. The Borrower agrees to pay, or cause to be
paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider
shall make demand, all reasonable out-of-pocket costs and expenses (including, without limitation,
the reasonable fees and expenses of outside counsel for the Liquidity Provider) of the Liquidity
Provider in connection with the preparation, negotiation, execution, delivery, filing and recording
of this Agreement, any other Operative Agreement and any other documents which may be delivered in
connection with this Agreement and (B) on demand, all reasonable costs and expenses (including
reasonable counsel fees and expenses) of the Liquidity Provider in connection with (i) the
enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment
of, or supplement to, this Agreement or any other Operative Agreement or such other documents which
may be delivered in connection herewith or therewith (whether or not the same shall become
effective) or any waiver or consent thereunder (whether or not the same shall be effective), (iii)
the replacement of this Agreement by a Replacement Liquidity Facility pursuant to Section 3.5(e)(i)
of the Intercreditor Agreement or (iv) any action or proceeding relating to any order, injunction,
or other process or decree restraining or seeking to restrain the Liquidity Provider from paying
any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or
otherwise affecting the application of funds in the Class A Cash Collateral Account. In addition,
the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing and recording of this
Agreement, any other Operative Agreement and such other documents, and agrees to hold the Liquidity
Provider harmless from and against any and all liabilities with respect to or resulting from any
delay in paying or omission to pay such taxes or fees.



     Section 7.08 Binding Effect; Participations. (a) This Agreement shall be binding
upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective
successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in
this Section 7.08 and in Section 3.5(l) of the Intercreditor Agreement) nor (except as contemplated
by Section 3.08) the Borrower shall have the right to assign its rights or obligations hereunder or
any interest herein without the prior written consent of the other party, subject to the
requirements of Section 7.08(b). The Liquidity Provider may grant participations herein or in any
of its rights hereunder (including, without limitation, funded participations and participations in
rights to receive interest payments hereunder) and under the other Operative Agreements to such
Persons (other than US Airways and its Affiliates) as the Liquidity Provider may in its sole
discretion select, subject to the requirements of Section 7.08(b). No such granting of
participations by the Liquidity Provider, however, will relieve the Liquidity Provider of its
obligations hereunder. In connection with any participation or any proposed participation, the
Liquidity Provider may disclose to the participant or the proposed participant any information that
the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this
Agreement. The Borrower acknowledges and agrees that the Liquidity Provider’s source of funds may
derive in part from its participants. Accordingly, references in this Agreement and the other
Operative Agreements to determinations, reserve, capital adequacy and liquidity coverage
requirements, increased costs, reduced receipts, additional amounts due pursuant to Section 3.03
and the like as they pertain to the Liquidity Provider shall be deemed also to include



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[Revolving Credit Agreement (2011-1A)]


those of each of its participants that are banks (subject, in each case, to the maximum amount
that would have been incurred by or attributable to the Liquidity Provider directly if the
Liquidity Provider, rather than the participant, had held the interest participated).




     (b) If, pursuant to subsection (a) above, the Liquidity Provider sells any participation in
this Agreement to any bank or other entity (each, a “Transferee”), the Transferee shall not
be entitled to receive any greater payment under Section 3.01, 3.02 or 3.03 than the Liquidity
Provider would have been entitled to receive with respect to the participation sold to such
Transferee. A Transferee shall not be entitled to the benefits of Section 3.03 unless the Borrower
and US Airways is notified of the participation sold to such Transferee and such Transferee agrees,
for the benefit of the Borrower, to comply with the certification requirements of Section 3.03 as
though it were the Liquidity Provider. Unless the Borrower has received forms or other documents
reasonably satisfactory to it (and required by applicable law) indicating that payments hereunder
are not subject to United States federal withholding tax, the Borrower will withhold taxes as
required by law from such payments at the applicable statutory rate.



     (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may
assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the
United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of
the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided
that any payment in respect of such assigned Advances made by the Borrower to the Liquidity
Provider in accordance with the terms of this Agreement shall satisfy the Borrower’s obligations
hereunder in respect of such assigned Advance to the extent of such payment. No such assignment
shall release the Liquidity Provider from its obligations hereunder.



     Section 7.09 Severability. Any provision of this Agreement which is prohibited,
unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or affecting the validity, enforceability or legality of such provision
in any other jurisdiction.



     Section 7.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity.
(a) Each of the parties hereto hereby irrevocably and unconditionally:



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




          (ii) consents that any such action or proceeding may be brought in such courts, and waives any
objection that it may now or hereafter have to the venue of any such






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[Revolving Credit Agreement (2011-1A)]





action or proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;




          (iii) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of mail),
postage prepaid, to each party hereto at its address set forth in Section 7.02 hereof, or at such
other address of which the Liquidity Provider shall have been notified pursuant thereto; and




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




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



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



     Section 7.12 Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same Agreement.



     Section 7.13 Entirety. This Agreement, the Intercreditor Agreement and the other
Operative Agreements to which the Liquidity Provider is a party constitute the entire agreement of
the parties hereto with respect to the subject matter hereof and supersedes all prior
understandings and agreements of such parties.



28









 





[Revolving Credit Agreement (2011-1A)]



     Section 7.14 Headings. Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.



     Section 7.15 Transfer. The Liquidity Provider hereby acknowledges and consents to the
Transfer contemplated by the Assignment and Assumption Agreement.



     Section 7.16 LIQUIDITY PROVIDER’S OBLIGATION TO MAKE ADVANCES. EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER,
AND THE BORROWER’S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES
HEREUNDER, SHALL BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.



     Section 7.17 Patriot Act. The Liquidity Provider hereby notifies the Borrower that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107 56 (signed into law
October 26, 2001) (the “Act”), the Liquidity Provider is required to obtain, verify and record, and
the Borrower shall provide to the Liquidity Provider upon request, information that identifies the
Borrower, which information includes the name and address of the Borrower and other information
that will allow the Liquidity Provider to identify the Borrower in accordance with the Act and such
other information as the Liquidity Provider may reasonably request to satisfy its “know your
customer” policies.



     Section 7.18 Head Office Obligations. The Liquidity Provider is Natixis S.A., a
French bank (“Natixis”), acting through its New York Branch. The Liquidity Provider hereby
agrees that, notwithstanding the place of booking or its jurisdiction of incorporation or
organization, the obligations of the Liquidity Provider hereunder are also the obligations of the
head office of Natixis in Paris, France (the “Head Office”). Accordingly, any beneficiary
of this Agreement will be able to proceed directly against the Head Office, if the Liquidity
Provider defaults in its obligations to such beneficiary under this Agreement.



29









 





[Revolving Credit Agreement (2011-1A)]



     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first set forth above.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its

 individual capacity but solely as

Subordination Agent, as agent and trustee for the Class A Trust,

as Borrower

 	 
	 	By:  	/s/ Adam Vogelsong
 	 
	 	 	Name:  	Adam Vogelsong 	 
	 	 	Title:  	Senior Financial Services Officer 	 
	 
	 	NATIXIS S.A., ACTING THROUGH ITS NEW YORK BRANCH,

as Liquidity Provider

 	 
	 	By:  	/s/ Jerome Le Jamtel
 	 
	 	 	Name:  	Jerome Le Jamtel 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	/s/ Olivier Delay
 	 
	 	 	Name:  	Olivier Delay 	 
	 	 	Title:  	Managing Director 	 
	 








30









 





[Revolving Credit Agreement (2011-1A)]






SCHEDULE A

TO

REVOLVING CREDIT AGREEMENT




CERTAIN ECONOMIC TERMS


1. Applicable Margin: with respect to any Unpaid Advance (including, without limitation, any
Applied Special Termination Advance but excluding any Unapplied Special Termination Advance or
Applied Provider Advance): 4.00% per annum.



2.
Liquidity Event of Default Delivery Period threshold: $155,000,000.



3. Initial
Maximum Commitment: $31,415,265.



4. Prospectus Supplement date: June 21, 2011.




SCHEDULE A




Page 1



 









 





[Revolving Credit Agreement (2011-1A)]



SCHEDULE B

TO

REVOLVING CREDIT AGREEMENT




ADMINISTRATION DETAILS



	 	 	 

	Borrower:

	 	WILMINGTON TRUST COMPANY
	 
	 	 
	Address:

	 	Rodney Square North

1100 North Market Square

Wilmington, DE 19890-1605

Attention: Corporate Capital Market Services

Telephone: (302) 636-6296

Telecopy: (302) 636-4140
	 
	 	 
	Liquidity Provider:

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

	 	Attention: Lily Cheung

9 West 57th Street, 35th Floor

New York, NY 10019

Telephone: (212) 891-1948

Telecopy: (212) 891-1900

Email: EETC_reports@us.natixis.com
	 
	 	 
	 

	 	and
	 
	 	 
	 

	 	Attention: Martha Sealy

1251 Avenue of the Americas

New York, NY 10020

Tel: (212) 872-5031

Fax: (347) 402-3031
	 
	 	 
	Account Details:

	 	JP MORGAN CHASE BANK, New York, NY

ABA No. 021-000-021

For Account of Natixis, NY Branch

Account #: 544-7-75330

Reference to: US Airways EETC 2011-1

Attn: Loan Services Unit






SCHEDULE B




Page 1



 









 





[Revolving Credit Agreement (2011-1A)]



ANNEX I

TO

REVOLVING CREDIT AGREEMENT




INTEREST ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”), hereby certifies to Natixis S.A., acting through its New York Branch (the
“Liquidity Provider”), with reference to the Revolving Credit Agreement (2011-1A) dated as
of June 28, 2011, between the Borrower and the Liquidity Provider (the “Liquidity
Agreement”; the terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest
Advance by the Liquidity Provider to be used, subject to clause (3)(v) below, for the
payment of interest on the Class A Certificates which was payable on ____________, ____
(the “Distribution Date”) in accordance with the terms and provisions of the Class A
Trust Agreement and the Class A Certificates, which Advance is requested to be made on
[____________, ____]1. The Interest Advance should be transferred to [name of
bank/wire instructions/ABA number] in favor of account number [     ], reference [     ].




     (3) The amount of the Interest Advance requested hereby (i) is $[_____________], to be
applied in respect of the payment of the interest which was due and payable on the Class A
Certificates on the Distribution Date, (ii) does not include any amount with respect to the
payment of principal of, or premium on, the Class A Certificates, or principal of, or
interest or premium on, the Class B Certificates or Class C Certificates, (iii) was computed
in accordance with the provisions of the Class A Certificates, the Liquidity Agreement, the
Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is
attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the
date hereof, (v) does not include any amount of interest which was due and payable on the
Class A Certificates on such Distribution Date but which remains unpaid due to the failure
of the Depositary to pay any amount of accrued interest on the Deposits on such Distribution
Date and (vi) has not been and is not the subject of a prior or contemporaneous Notice of
Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will apply the same in accordance with the terms of Section 3.5(b) of the
Intercreditor Agreement, (b) no portion of such amount shall be





 




			
	1	 	If a Notice of Borrowing will be delivered
prior to 1:00 p.m. (New York City time) on a Business Day, insert the date of
the Notice of Borrowing. If a Notice of Borrowing will be delivered after 1:00
p.m. (New York City time) on a Business Day or on a day that is not a Business
Day, insert the first Business Day after the date of the Notice of Borrowing.





ANNEX I




Page 1









 





[Revolving Credit Agreement (2011-1A)]







applied by the Borrower for any other purpose and (c) no portion of such amount until so applied
shall be commingled with other funds held by the Borrower.



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the
Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to
reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available
Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as
set forth in clause (i) of paragraph (3) of this Notice of Borrowing and such reduction shall
automatically result in corresponding reductions in the amounts available to be borrowed pursuant
to a subsequent Advance.



ANNEX I






Page 2









 





[Revolving Credit Agreement (2011-1A)]






     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of _________, ___.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ANNEX I






Page 3









 





[Revolving Credit Agreement (2011-1A)]






SCHEDULE I

TO

INTEREST ADVANCE NOTICE OF BORROWING




[Insert copy of computations in accordance with Interest Advance Notice of Borrowing]



ANNEX I





Page 4









 





[Revolving Credit Agreement (2011-1A)]






ANNEX II

TO

REVOLVING CREDIT AGREEMENT




NON-EXTENSION ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”), hereby certifies to Natixis S.A., acting through its New York Branch (the
“Liquidity Provider”), with reference to the Revolving Credit Agreement (2011-1A) dated as
of June 28, 2011, between the Borrower and the Liquidity Provider (the “Liquidity
Agreement”; the terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the
Non-Extension Advance by the Liquidity Provider to be used for the funding of the Class A
Cash Collateral Account in accordance with Section 3.5(d) of the Intercreditor Agreement,
which Advance is requested to be made on [__________, ____]2. The Non-Extension
Advance should be transferred to [name of bank/wire instructions/ABA number] in favor of
account number [     ], reference [          ].




     (3) The amount of the Non-Extension Advance requested hereby (i) is $______________.__,
which equals the Maximum Available Commitment on the date hereof and is to be applied in
respect of the funding of the Class A Cash Collateral Account in accordance with Section
3.5(d) of the Intercreditor Agreement, (ii) does not include any amount with respect to the
payment of the principal of, or premium on, the Class A Certificates, or principal of, or
interest or premium on, the Class B Certificates or the Class C Certificates, (iii) was
computed in accordance with the provisions of the Class A Certificates, the Liquidity
Agreement, the Class A Trust Agreement and the Intercreditor Agreement (a copy of which
computation is attached hereto as Schedule I), and (iv) has not been and is not the subject
of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will deposit such amount in the Class A Cash Collateral Account and apply the
same in accordance with the terms of Section 3.5(d) of the Intercreditor Agreement, (b) no
portion of such amount shall be applied by the Borrower for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds held by the
Borrower.





 




			
	2	 	If a Notice of Borrowing will be delivered
prior to 1:00 p.m. (New York City time) on a Business Day, insert the date of
the Notice of Borrowing. If a Notice of Borrowing will be delivered after 1:00
p.m. (New York City time) on a Business Day or on a day that is not a Business
Day, insert the first Business Day after the date of the Notice of Borrowing.





ANNEX II




Page 1









 





[Revolving Credit Agreement (2011-1A)]






     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and
irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the
Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Non-Extension
Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any
further Advances under the Liquidity Agreement.



ANNEX II



Page 2









 





[Revolving Credit Agreement (2011-1A)]



     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of _________, ___.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ANNEX II







Page 3









 





[Revolving Credit Agreement (2011-1A)]






SCHEDULE I

TO

NON-EXTENSION ADVANCE NOTICE OF BORROWING




[Insert copy of computations in accordance with Non-Extension Advance Notice of Borrowing]



ANNEX II





Page 4









 





[Revolving Credit Agreement (2011-1A)]






ANNEX III

TO

REVOLVING CREDIT AGREEMENT




DOWNGRADE ADVANCE NOTICE OF BORROWING





     The undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”), hereby certifies to Natixis S.A., acting through its New York Branch (the
“Liquidity Provider”), with reference to the Revolving Credit Agreement (2011-1A) dated as
of June 28, 2011, between the Borrower and the Liquidity Provider (the “Liquidity
Agreement”; the terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade
Advance by the Liquidity Provider to be used for the funding of the Class A Cash Collateral
Account in accordance with Section 3.5(c) of the Intercreditor Agreement by reason of the
occurrence of a Downgrade Event, which Advance is requested to be made on [__________,
____]3. The Downgrade Advance should be transferred to [name of bank/wire
instructions/ABA number] in favor of account number [     ], reference [          ].




     (3) The amount of the Downgrade Advance requested hereby (i) is $______________.__,
which equals the Maximum Available Commitment on the date hereof and is to be applied in
respect of the funding of the Class A Cash Collateral Account in accordance with Section
3.5(c) of the Intercreditor Agreement, (ii) does not include any amount with respect to the
payment of the principal of, or premium on, the Class A Certificates, or principal of, or
interest or premium on, the Class B Certificates or the Class C Certificates, (iii) was
computed in accordance with the provisions of the Class A Certificates, the Liquidity
Agreement, the Class A Trust Agreement and the Intercreditor Agreement (a copy of which
computation is attached hereto as Schedule I), and (iv) has not been and is not the subject
of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will deposit such amount in the Class A Cash Collateral Account and apply the
same in accordance with the terms of Section 3.5(c) of the Intercreditor Agreement, (b) no
portion of such amount shall be applied by the Borrower





 




			
	3	 	If a Notice of Borrowing will be delivered
prior to 1:00 p.m. (New York City time) on a Business Day, insert the date of
the Notice of Borrowing. If a Notice of Borrowing will be delivered after 1:00
p.m. (New York City time) on a Business Day or on a day that is not a Business
Day, insert the first Business Day after the date of the Notice of Borrowing.





ANNEX III




Page 1









 





[Revolving Credit Agreement (2011-1A)]







	 	 	for any other purpose and (c) no portion of such amount until so applied shall be
commingled with other funds held by the Borrower.





     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably
terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity
Agreement; and (B) following the making by the Liquidity Provider of the Downgrade Advance
requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further
Advances under the Liquidity Agreement.



ANNEX III




Page 2









 





[Revolving Credit Agreement (2011-1A)]






     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of _________, ___.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ANNEX III




Page 3









 





[Revolving Credit Agreement (2011-1A)]






SCHEDULE I

TO

DOWNGRADE ADVANCE NOTICE OF BORROWING




[Insert copy of computations in accordance with Downgrade Advance Notice of Borrowing]



ANNEX III






Page 4









 





[Revolving Credit Agreement (2011-1A)]






ANNEX IV

TO

REVOLVING CREDIT AGREEMENT




FINAL ADVANCE NOTICE OF BORROWING





     The undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”), hereby certifies to Natixis S.A., acting through its New York Branch (the
“Liquidity Provider”), with reference to the Revolving Credit Agreement (2011-1A) dated as
of June 28, 2011, between the Borrower and the Liquidity Provider (the “Liquidity
Agreement”; the terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the Final
Advance by the Liquidity Provider to be used for the funding of the Class A Cash Collateral
Account in accordance with Section 3.5(i) of the Intercreditor Agreement by reason of the
receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to
the Liquidity Agreement, which Advance is requested to be made on [____________,
____]4. The Final Advance should be transferred to [name of bank/wire
instructions/ABA number] in favor of account number [     ], reference [          ].




     (3) The amount of the Final Advance requested hereby (i) is $________________.__, which
equals the Maximum Available Commitment on the date hereof and is to be applied in respect
of the funding of the Class A Cash Collateral Account in accordance with Section 3.5(i) of
the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of
principal of, or premium on, the Class A Certificates, or principal of, or interest or
premium on, the Class B Certificates or the Class C Certificates, (iii) was computed in
accordance with the provisions of the Class A Certificates, the Liquidity Agreement, the
Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is
attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or
contemporaneous Notice of Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will deposit such amount in the Class A Cash Collateral Account and apply the
same in accordance with the terms of Section 3.5(i) of the Intercreditor Agreement, (b) no
portion of such amount shall be applied by the Borrower





 




			
	4	 	If a Notice of Borrowing will be delivered
prior to 1:00 p.m. (New York City time) on a Business Day, insert the date of
the Notice of Borrowing. If a Notice of Borrowing will be delivered after 1:00
p.m. (New York City time) on a Business Day or on a day that is not a Business
Day, insert the first Business Day after the date of the Notice of Borrowing.





ANNEX IV




Page 1









 





[Revolving Credit Agreement (2011-1A)]







for any other purpose and (c) no
portion of such amount until so applied shall be commingled with other funds held by the
Borrower.




     (5) The Borrower hereby requests that the Advance requested hereby be a Base Rate
Advance [and that such Base Rate Advance be converted into a LIBOR Advance on the third
Business Day following your receipt of this notice.]



     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Final Advance as requested by this Notice of Borrowing shall automatically and irrevocably
terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity
Agreement; and (B) following the making by the Liquidity Provider of the Final Advance requested by
this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under
the Liquidity Agreement.



ANNEX IV




Page 2









 





[Revolving Credit Agreement (2011-1A)]



     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of _________, ___.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ANNEX IV




Page 3









 





[Revolving Credit Agreement (2011-1A)]






SCHEDULE I

TO

FINAL ADVANCE NOTICE OF BORROWING




[Insert copy of computations in accordance with Final Advance Notice of Borrowing]



ANNEX IV





Page 4









 





[Revolving Credit Agreement (2011-1A)]






ANNEX V

TO

REVOLVING CREDIT AGREEMENT




NOTICE OF TERMINATION

[Date]




Wilmington Trust Company,

  as Subordination Agent, as Borrower

Rodney Square North

1100 North Market Square

Wilmington, DE 19890-0001




Attention: Corporate Trust Administration





	 	 	Revolving Credit Agreement dated as of June 28, 2011 between Wilmington Trust Company, as
Subordination Agent, as agent and trustee for the US Airways Pass Through Trust,
2011-1A-[O/S], as Borrower, and Natixis S.A., acting through its New York Branch (the
“Liquidity Agreement”)




Ladies and Gentlemen:




     You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of
the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency,
we are giving this notice to you in order to cause (i) our obligations to make Advances under such
Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this
notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section
3.5(i) of the Intercreditor Agreement as a consequence of your receipt of this notice and (iii) any
Interest Advance, Provider Advance or Special Termination Advance to be converted to and treated as
a Final Advance.



     Terms used but not defined herein shall have the respective meanings ascribed thereto in or
pursuant to the Liquidity Agreement.



ANNEX V




Page 1









 





[Revolving Credit Agreement (2011-1A)]






     THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR
OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY
AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.



	 	 	 	 	 
	 	Very truly yours,

NATIXIS S.A., ACTING THROUGH ITS NEW YORK

BRANCH, as Liquidity Provider

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




			
	cc:	 	Wilmington Trust Company,

as Class A Trustee





ANNEX V





Page 2









 





[Revolving Credit Agreement (2011-1A)]






ANNEX VI

TO

REVOLVING CREDIT AGREEMENT




NOTICE OF REPLACEMENT SUBORDINATION AGENT



[Date]

Attention:





	 	 	Revolving Credit Agreement dated as of June 28, 2011, between Wilmington Trust
Company, as Subordination Agent, as agent and trustee for the US Airways Pass
Through Trust, 2011-1A-[O/S], as Borrower, and Natixis S.A., acting through its
New York Branch (the “Liquidity Agreement”)




Ladies and Gentlemen:




     For value received, the undersigned beneficiary hereby irrevocably transfers to:



________________________________________

[Name of Transferee]




________________________________________

[Address of Transferee]



all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to
above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor
Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of
Section 8.1 of the Intercreditor Agreement.




     By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are
transferred to the transferee and the transferee shall hereafter have the sole rights and
obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such
transfer, including, but not limited to, transfer taxes or governmental charges.



     We ask that this transfer be effective as of _______________, ___.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ANNEX VI





Page 1









 





[Revolving Credit Agreement (2011-1A)]






ANNEX VII

TO

REVOLVING CREDIT AGREEMENT




SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING




     The undersigned, a duly authorized signatory of the undersigned borrower (the
“Borrower”), hereby certifies to Natixis S.A., acting through its New York Branch (the
“Liquidity Provider”), with reference to the Revolving Credit Agreement (2011-1A) dated as
of June 28, 2011, between the Borrower and the Liquidity Provider (the “Liquidity
Agreement”; the terms defined therein and not otherwise defined herein being used herein as
therein defined or referenced), that:




     (1) The Borrower is the Subordination Agent under the Intercreditor Agreement.




     (2) The Borrower is delivering this Notice of Borrowing for the making of the Special
Termination Advance by the Liquidity Provider to be used for the funding of the Class A Cash
Collateral Account in accordance with Section 3.5(m) of the Intercreditor Agreement by
reason of the receipt by the Borrower of a Special Termination Notice from the Liquidity
Provider with respect to the Liquidity Agreement, which Advance is requested to be made on
[____________, ____]5. The Special Termination Advance should be transferred to
[name of bank/wire instructions/ABA number] in favor of account number [           ], reference [         ].




     (3) The amount of the Special Termination Advance requested hereby (i) is
$________________.__, which equals the Maximum Available Commitment on the date hereof and
is to be applied in respect of the funding of the Class A Cash Collateral Account in
accordance with Section 3.5(m) of the Intercreditor Agreement, (ii) does not include any
amount with respect to the payment of principal of, or premium on, the Class A Certificates,
or principal of, or interest or premium on, the Class B Certificates or the Class C
Certificates, (iii) was computed in accordance with the provisions of the Class A
Certificates, the Liquidity Agreement, the Class A Trust Agreement and the Intercreditor
Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not
been and is not the subject of a prior or contemporaneous Notice of Borrowing.




     (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a)
the Borrower will deposit such amount in the Class A Cash Collateral Account and apply the
same in accordance with the terms of Section 3.5(m) of the Intercreditor Agreement, (b) no
portion of such amount shall be applied by the Borrower





 




			
	5	 	If a Notice of Borrowing will be delivered
prior to 1:00 p.m. (New York City time) on a Business Day, insert the date of
the Notice of Borrowing. If a Notice of Borrowing will be delivered after 1:00
p.m. (New York City time) on a Business Day or on a day that is not a Business
Day, insert the first Business Day after the date of the Notice of Borrowing.





ANNEX VII




Page 1









 





[Revolving Credit Agreement (2011-1A)]







	 	 	for any other purpose and (c) no portion of such amount until so applied shall be
commingled with other funds held by the Borrower.





     The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of
the Special Termination Advance as requested by this Notice of Borrowing shall automatically and
irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the
Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Special
Termination Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to
request any further Advances under the Liquidity Agreement.



ANNEX VII




Page 2









 





[Revolving Credit Agreement (2011-1A)]






     IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the
____ day of _________, ___.



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as

Subordination Agent, as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ANNEX VII






Page 3









 





[Revolving Credit Agreement (2011-1A)]






SCHEDULE I

TO

SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING



[Insert copy of computations in accordance with Special Termination Advance Notice of Borrowing]




ANNEX VII




Page 4









 





[Revolving Credit Agreement (2011-1A)]






ANNEX VIII

TO

REVOLVING CREDIT AGREEMENT




NOTICE OF SPECIAL TERMINATION



[Date]



Wilmington Trust Company,

  as Subordination Agent, as Borrower

Rodney Square North

1100 North Market Square

Wilmington, DE 19890-0001




Attention: Corporate Trust Administration





	 	 	Revolving Credit Agreement dated as of June 28, 2011 between Wilmington Trust Company, as
Subordination Agent, as agent and trustee for the US Airways Pass Through Trust,
2011-1A-[O/S], as Borrower, and Natixis S.A., acting through its New York Branch (the
“Liquidity Agreement”)




Ladies and Gentlemen:




     You are hereby notified that pursuant to Section 6.02 of the Liquidity Agreement, by reason of
the aggregate Pool Balance of the Class A Certificates exceeding the aggregate outstanding
principal amount of the Series A Equipment Notes (other than any Series A Equipment Notes
previously sold or with respect to which the collateral securing such Series A Equipment Notes has
been disposed of) during the 18 month period prior to October 22, 2023, we are giving this notice
to you in order to cause (i) our obligations to make Advances under the Liquidity Agreement to
terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to
request a Special Termination Advance under the Liquidity Agreement pursuant to Section 3.5(m) of
the Intercreditor Agreement as a consequence of your receipt of this notice. Terms used but not
defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity
Agreement.



ANNEX VIII





Page 1









 





[Revolving Credit Agreement (2011-1A)]






     THIS NOTICE IS THE “NOTICE OF SPECIAL TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT.
OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH
BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE.



	 	 	 	 	 
	 	Very truly yours,

NATIXIS S.A., ACTING THROUGH ITS 
NEW YORK
BRANCH, as Liquidity Provider

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




			
	cc:	 	Wilmington Trust Company,

as Class A Trustee





ANNEX VIII








Page 2