exv4w10






Exhibit 4.10




EXECUTION
COPY



AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (2011-1)




          AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (2011-1) dated as of June 28, 2011 (this
“Amendment No. 1”) is made by and among WILMINGTON TRUST COMPANY, a Delaware banking
corporation, not in its individual capacity but solely as Trustee (the “Class A Trustee”)
under the US Airways Pass Through Trust 2011-1A (the “Class A Trust”), Trustee (the
“Class B Trustee”) under the US Airways Pass Through Trust 2011-1B (the “Class B
Trust”) and Trustee (the “Class C Trustee”) under the US Airways Pass Through Trust
2011-1C (the “Class C Trust”), NATIXIS S.A., a Société Anonyme, organized under the laws of
the Republic of France, acting through its New York Branch, as Class A Liquidity Provider and as
Class B Liquidity Provider (the “Liquidity Provider”), WILMINGTON TRUST COMPANY, not in its
individual capacity except as expressly set forth herein but solely as Subordination Agent and
Trustee and US AIRWAYS, INC., a Delaware corporation (“US Airways”).




W I T N E S S E T H:




          WHEREAS, the Class A Trustee, the Class B Trustee, the Liquidity Provider and the
Subordination Agent are entering into the Intercreditor Agreement (2011-1), dated as of June 28,
2011 (the “Agreement”);




          WHEREAS, pursuant to each Indenture, US Airways will issue on a recourse basis a single series
of Series C Equipment Notes to finance or refinance, as the case may be, the related Aircraft;




          WHEREAS, US Airways will enter into a Class C Trust Agreement (the “Class C Trust
Agreement”) with the Class C Trustee to establish the Class C Trust;




          WHEREAS, pursuant to the Note Purchase Agreement, the Class C Trust will acquire the Series C
Equipment Notes having an interest rate equal to the Stated Interest Rate applicable to the Class C
Certificates to be issued by the Class C Trust;




          WHEREAS, pursuant to the Class C Trust Agreement, the Class C Trust will issue a single class
of Class C Certificates having the interest rate and the final distribution date described in the
Class C Trust Agreement on the terms and subject to the conditions set forth therein;




          WHEREAS, Section 1.2 of the Agreement provides that, upon the Class C Trustee becoming a party
to the Agreement and the issuance of Class C Certificates, all references to “Class C Adjusted
Interest,” “Class C Certificateholders,” “Class C Certificates,” “Class C Trust,” “Class C Trust
Agreement” and “Class C Trustee” in the Agreement will have full force and effect; and




          WHEREAS, the parties hereto wish to amend the Agreement to give effect to the issuance of the
Series C Equipment Notes and the Class C Certificates pursuant to the Indentures and the Class C
Trust;












 







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




          Section 1. Definitions. Capitalized terms and phrases used and not otherwise defined
herein shall for all purposes of this Amendment No. 1, including the recital of the parties and the
other preceding recitals, have the respective meanings specified therefor in the Agreement.




          Section 2. Amendment. Effective as of the date hereof, the Agreement shall be
amended as follows:




          (a) all references to “this Agreement” in the Agreement shall be deemed to refer to the
Agreement as amended by this Amendment No. 1, and all references in the Agreement or in any other
Operative Agreement or Financing Agreement to the Agreement shall be deemed to refer to the
Agreement as amended by this Amendment No. 1;




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




          (c) Section 1.1 of the Agreement shall be amended by adding in alphabetic order within said
Section the following new definition:




          “Class C Underwriting Agreement” means the Underwriting Agreement dated June 22, 2011
among the Underwriters, the Depositary, US Airways and US Airways Group, Inc., relating to the
purchase of the Class C Certificates by the Underwriters, as the same may be amended, supplemented
or otherwise modified from time to time in accordance with its terms.




          (d) the definition of “Final Legal Distribution Date” in Section 1.1 of the Agreement shall be
amended and restated in its entirety to read as follows:




          “Final Legal Distribution Date” means (i) with respect to the Class A Certificates,
April 22, 2025, (ii) with respect to the Class B Certificates, April 22, 2020 and (iii) with
respect to the Class C Certificates, October 22, 2014.




          (e) the definition of “Stated Interest Rate” in Section 1.1 of the Agreement shall be amended
and restated in its entirety to read as follows:




          “Stated Interest Rate” means (i) with respect to the Class A Certificates, 7.125% per
annum, (ii) with respect to the Class B Certificates, 9.750% per annum and (iii) with respect to
the Class C Certificates, 10.875% per annum.




          (f) the definition of “Operative Agreements” in Section 1.1 of the Agreement shall be amended
by adding the words “the Class C Underwriting Agreement,” after the words “the Underwriting
Agreement,”.




          (g) Section 9.1(d) of the Agreement shall be deleted in its entirety.







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          Section 3. No Other Amendments. Except as expressly provided in this Amendment No.
1, all of the terms and conditions of the Agreement shall remain in full force and effect and are
hereby ratified and confirmed.




          Section 4. Applicability of Class C Certificates. Pursuant to Section 1.2 of the
Agreement, all references in the Agreement to “Class C Adjusted Interest,” “Class C
Certificateholders,” “Class C Certificates,” “Class C Trust,” “Class C Trust Agreement” and “Class
C Trustee” from and after the date hereof shall be fully operative and in full force and effect.




          Section 5. Miscellaneous. The terms of this Amendment No. 1 shall be binding upon,
inure to the benefit of, and be enforceable by, the parties hereto and their respective successors
and assigns. The terms of this Amendment No. 1 shall in all respects be governed by, and construed
in accordance with, the law of the State of New York, including all matters of construction,
validity and performance. This Amendment No. 1 may be executed in any number of counterparts, all
of which taken together shall constitute one and the same amendatory instrument and any of the
parties hereto may execute this Amendment No. 1 by signing any such counterpart.




[signature page follows]




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Intercreditor
Agreement (2011-1) to be duly executed as of the day and year first above written.




	 	 	 	 	 

	 	 	WILMINGTON TRUST COMPANY,

not in its individual capacity but solely as
Trustee for the Class A Trust, the Class B Trust
and the Class C Trust
	 
	 	 	 	 
	 

	 	By
	 	/s/ Adam Vogelsong
	 

	 	 	 	 
	 

	 	Name:
	 	Adam Vogelsong
	 

	 	Title:
	 	Senior Financial Services Officer
	 
	 	 	 	 
	 	 	NATIXIS S.A., acting through its New York Branch,
as Class A Liquidity Provider and Class B
Liquidity Provider
	 
	 	 	 	 
	 

	 	By
	 	/s/ Jerome Le Jamtel
	 

	 	 	 	 
	 

	 	Name:
	 	Jerome Le Jamtel
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 

	 	By
	 	/s/ Olivier Delay
	 

	 	 	 	 
	 

	 	Name:
	 	Olivier Delay
	 

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,

not in its individual capacity except as
expressly set forth herein but solely as
Subordination Agent and trustee
	 
	 	 	 	 
	 

	 	By
	 	/s/ Adam Vogelsong
	 

	 	 	 	 
	 

	 	Name:
	 	Adam Vogelsong
	 

	 	Title:
	 	Senior Financial Services Officer
	 
	 	 	 	 
	 	 	US AIRWAYS, INC.
	 
	 	 	 	 
	 

	 	By
	 	/s/ Thomas T. Weir
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas T. Weir
	 

	 	Title:
	 	Vice President and Treasurer