exv4w12






Exhibit 4.12




EXECUTION COPY




DEPOSIT AGREEMENT

(Class B)



Dated as of June 28, 2011


between


WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION


as Escrow Agent


and


THE BANK OF NEW YORK MELLON


as Depositary



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	SECTION 1.1 Acceptance of Depositary
	 	 	2	 
	 
	SECTION 1.2 Establishment of Accounts
	 	 	2	 
	 
	SECTION 2.1 Deposits
	 	 	2	 
	 
	SECTION 2.2 Interest
	 	 	2	 
	 
	SECTION 2.3 Withdrawals
	 	 	3	 
	 
	SECTION 2.4 Other Accounts
	 	 	3	 
	 
	SECTION 3. Termination
	 	 	4	 
	 
	SECTION 4. Payments
	 	 	4	 
	 
	SECTION 5. Representation and Warranties
	 	 	4	 
	 
	SECTION 6. Transfer
	 	 	5	 
	 
	SECTION 7. Amendment, Etc
	 	 	6	 
	 
	SECTION 8. Notices
	 	 	6	 
	 
	SECTION 9. Obligations Unconditional
	 	 	7	 
	 
	SECTION 10. Entire Agreement
	 	 	7	 
	 
	SECTION 11. Governing Law
	 	 	7	 
	 
	SECTION 12. Submission to Non-Exclusive Jurisdiction in New York
	 	 	7	 
	 
	SECTION 13. Waiver of Jury Trial Right
	 	 	7	 
	 
	SECTION 14. Counterparts
	 	 	7	 
	 
	SECTION 15. Rights of Receiptholders
	 	 	7	 
	 
	SECTION 16. Limitation on Damages
	 	 	8	 






-i-









 





          DEPOSIT AGREEMENT (Class B) dated as of June 28, 2011 (as amended, modified or supplemented
from time to time, this “Agreement”) between WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent
Agreement referred to below (in such capacity, together with its successors in such capacity, the
“Escrow Agent”), and THE BANK OF NEW YORK MELLON, as depositary bank (the
“Depositary”).




W I T N E S S E T H




          WHEREAS, US Airways, Inc. (“US Airways”) and Wilmington Trust Company, not in its
individual capacity except as otherwise expressly provided therein, but solely as trustee (in such
capacity, together with its successors in such capacity, the “Pass Through Trustee”) have
entered into a Trust Supplement, dated as of June 28, 2011 (the “Trust Supplement”) to the
Pass Through Trust Agreement dated as of December 21, 2010 (together, as amended, modified or
supplemented from time to time in accordance with the terms thereof, the “Pass Through Trust
Agreement”) relating to US Airways Pass Through Trust 2011-1B-O pursuant to which the US
Airways Pass Through Trust, Series 2011-1B-O Certificates referred to therein (the
“Certificates”) are being issued (the date of such issuance, the “Issuance Date”);




          WHEREAS, US Airways and Goldman, Sachs & Co., Citigroup Global Markets Inc. and Credit Suisse
Securities (USA) LLC, as representatives of the several Underwriters (collectively, the
“Underwriters” and, together with their respective transferees and assigns as registered
owners of the Certificates, the “Investors”) have entered into an Underwriting Agreement
dated as of June 21, 2011 pursuant to which the Pass Through Trustee will issue and sell the
Certificates to the Underwriters;




          WHEREAS, US Airways, the Pass Through Trustee, two other pass through trustees and certain
other persons concurrently herewith are entering into the Note Purchase Agreement, dated as of the
date hereof (the “Note Purchase Agreement”), pursuant to which the Pass Through Trustee has
agreed to acquire from time to time on or prior to the Delivery Period Termination Date (as defined
in the Note Purchase Agreement) equipment notes (the “Equipment Notes”) issued to finance
certain aircraft currently owned by US Airways and certain other aircraft to be acquired by US
Airways, as owner, utilizing a portion of the proceeds from the sale of the Certificates (the
“Net Proceeds”);




          WHEREAS, the Escrow Agent, the Underwriters, the Pass Through Trustee and Wilmington Trust
Company, as paying agent for the Escrow Agent (in such capacity, together with its successors in
such capacity, the “Paying Agent”) concurrently herewith are entering into an Escrow and
Paying Agent Agreement, dated as of the date hereof (as amended, modified or supplemented from time
to time in accordance with the terms thereof, the “Escrow and Paying Agent Agreement”); and




          WHEREAS, the Underwriters and the Pass Through Trustee intend that the Net Proceeds be held in
escrow by the Escrow Agent on behalf of the Investors pursuant to the Escrow and Paying Agent
Agreement, subject to withdrawal upon request of and proper certification by the Pass Through
Trustee for the purpose of purchasing Equipment Notes, and






 









 







that pending such withdrawal the Net Proceeds be deposited by the Escrow Agent with the
Depositary pursuant to this Agreement, which provides for the Depositary to pay interest for
distribution to the Investors and to establish accounts from which the Escrow Agent shall make
withdrawals upon request of and proper certification by the Pass Through Trustee.




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




          SECTION 1.1 Acceptance of Depositary. The Depositary hereby agrees to act as depositary
bank as provided herein and in connection therewith to accept all amounts to be delivered to or
held by the Depositary pursuant to the terms of this Agreement. The Depositary further agrees to
hold, maintain and safeguard the Deposits and the Accounts (as defined below) during the term of
this Agreement in accordance with the provisions of this Agreement. The Escrow Agent shall not
have any right to withdraw, assign or otherwise transfer moneys held in the Accounts except as
permitted by this Agreement.




          SECTION 1.2 Establishment of Accounts. The Escrow Agent hereby instructs the Depositary,
and the Depositary agrees, to establish the separate deposit accounts listed on Schedule I hereto
and to establish such additional separate deposit accounts as may be required in connection with
the deposits contemplated by Section 2.4 hereof (each, an “Account” and collectively, the
“Accounts”), each in the name of the Escrow Agent and all on the terms and conditions set
forth in this Agreement.




          SECTION 2.1 Deposits. The Escrow Agent shall direct the Underwriters to deposit with the
Depositary on the date of this Agreement (the “Deposit Date”) in Federal (same day) funds
by wire transfer to: The Bank of New York Mellon, ABA No. 021000018, Account Name: Corporate Trust
Agency, Account Number: GLA 111-565, For Further Credit: A/C No. 788393, Reference: US Airways
2011-1 Initial Deposit Account, and the Depositary shall accept from the Underwriters, on behalf of
the Escrow Agent, the sum of US$94,283,000. Upon acceptance of such sum, the Depositary shall (i)
establish each of the deposits specified in Schedule I hereto maturing on January 16, 2012
(including any deposit made pursuant to Section 2.4 hereof, individually, a “Deposit” and,
collectively, the “Deposits”) and (ii) credit each Deposit to the related Account as set
forth therein. No amount shall be deposited in any Account other than the related Deposit.




          SECTION 2.2 Interest. Each Deposit shall bear interest from and including the date of
deposit to but excluding the date of withdrawal at the rate of 9.750% per annum (computed on the
basis of a year of twelve 30-day months) payable to the Paying Agent on behalf of the Escrow Agent
semi-annually in arrears on each April 22 and October 22, commencing on October 22, 2011 (each, an
“Interest Payment Date”), and on the date of the Final Withdrawal (as defined below), or
the date of the Replacement Withdrawal (as defined below), as applicable, all in accordance with
the terms of this Agreement (whether or not any such Deposit is withdrawn on an Interest Payment
Date). Interest accrued on any Deposit that is withdrawn pursuant to a Notice of Purchase
Withdrawal (as defined below) shall be paid on the next Interest Payment Date, notwithstanding any
intervening Final Withdrawal (as defined below).






-2-









 








          SECTION 2.3 Withdrawals. (a) On and after the date seven days after the establishment of
any Deposit, the Escrow Agent may, by providing at least one Business Day’s prior notice of
withdrawal to the Depositary in the form of Exhibit A hereto (a “Notice of Purchase
Withdrawal”), withdraw not less than the entire balance of such Deposit, except that at any
time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee
may, by notice to the Depositary, which notice has been actually received by the Depositary prior
to such actual withdrawal, cancel such withdrawal (including on the scheduled date therefor), and
thereafter such Deposit shall continue to be maintained by the Depositary in accordance with the
original terms thereof. Following such withdrawal the balance in the related Account shall be zero
and the Depositary shall close such Account. As used in this Agreement, “Business Day”
means any day, other than a Saturday, Sunday or other day on which commercial banks are authorized
or required by law to close in New York, New York, Phoenix, Arizona or Wilmington, Delaware. The
Depositary may waive the foregoing requirement that any Deposit can only be withdrawn on or after
seven days after the establishment thereof, and may instead reserve the right, upon at least 14
days’ prior written notice to US Airways, the Escrow Agent and the Pass Through Trustee, to require
seven days’ notice for any withdrawal.




          (b) (i) The Escrow Agent may, by providing at least 15 days’ prior notice of withdrawal to the
Depositary in the form of Exhibit B hereto (a “Notice of Final Withdrawal”), withdraw the
entire amount of all of the remaining Deposits together with the payment by the Depositary of all
accrued and unpaid interest on such Deposits to but excluding the specified date of withdrawal (a
“Final Withdrawal”), on such date as shall be specified in such Notice of Final Withdrawal.
If a Notice of Final Withdrawal has not been given to the Depositary on or before December 26,
2011 and there are unwithdrawn Deposits on such date, the Depositary shall pay the amount of the
Final Withdrawal to the Paying Agent on January 16, 2012.




          (ii) The Escrow Agent may, by providing at least five Business Days’ prior notice of
withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement
Withdrawal”), withdraw the entire amount of all Deposits then held by the Depositary together
with all accrued and unpaid interest on such Deposits (including Deposits previously withdrawn
pursuant to a Notice of Purchase Withdrawal) to but excluding the specified date of withdrawal (a
“Replacement Withdrawal”), on such date as shall be specified in such Notice of Replacement
Withdrawal.




          (c) If the Depositary receives a duly completed Notice of Purchase Withdrawal, Notice of Final
Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal Notice”) complying with
the provisions of this Agreement, it shall make the payments specified therein in accordance with
the provisions of this Agreement. Notwithstanding anything to the contrary contained in this
Agreement, in no event shall the Depositary be required, pursuant to any Withdrawal Notice or
otherwise, to make payments hereunder on or in respect of any Deposit in excess of the amount of
such Deposit together with accrued interest thereon as provided in this Agreement.




          SECTION 2.4 Other Accounts. On the date of withdrawal of any Deposit (other than the date
of the Final Withdrawal or Replacement Withdrawal), the Escrow Agent, or the Pass Through Trustee
on behalf of the Escrow Agent, shall re-deposit with the Depositary any






-3-









 







portion thereof not used to acquire Equipment Notes and the Depositary shall accept the same for
deposit hereunder. Any sums so received for deposit shall be established as a new Deposit and
credited to a new Account, all as more fully provided in Section 2.1 hereof, and thereafter the
provisions of this Agreement shall apply thereto as fully and with the same force and effect as if
such Deposit had been established on the Deposit Date except that (i) such Deposit may not be
withdrawn prior to the date seven days after the establishment thereof and (ii) such Deposit shall
mature on January 16, 2012 and bear interest as provided in Section 2.2. The Depositary shall
promptly give notice to the Escrow Agent of receipt of each such re-deposit and the account number
assigned thereto.




          SECTION 3. Termination. This Agreement shall terminate on the fifth Business Day after
the later of the date on which (i) all of the Deposits shall have been withdrawn and paid as
provided herein without any re-deposit and (ii) all accrued and unpaid interest on the Deposits
shall have been paid as provided herein, but in no event prior to the date on which the Depositary
shall have performed in full its obligations hereunder.




          SECTION 4. Payments. All payments made by the Depositary hereunder shall be paid in
United States Dollars and immediately available funds by wire transfer (i) in the case of accrued
interest on the Deposits payable under Section 2.2 hereof or any Final Withdrawal, directly to the
Paying Agent at Wilmington Trust Company, Wilmington, DE, ABA# 031100092, Account No. 100175-000,
Attention: Robert Hines, Telephone No.: (302) 636-6197, Reference: US Airways 2011-1 Paying Agent
Account, or to such other account as the Paying Agent may direct from time to time in writing to
the Depositary and the Escrow Agent and (ii) in the case of any withdrawal of one or more Deposits
pursuant to a Notice of Purchase Withdrawal or Notice of Replacement Withdrawal, directly to or as
directed by the Pass Through Trustee as specified and in the manner provided in such Notice of
Purchase Withdrawal or Notice of Replacement Withdrawal. The Depositary hereby waives any and all
rights of set-off, combination of accounts, right of retention or similar right (whether arising
under applicable law, contract or otherwise) it may have against the Deposits howsoever arising.
To the extent permitted by applicable law, all payments on or in respect of each Deposit shall be
made free and clear of and without reduction for or on account of any and all taxes, levies or
other impositions or charges (collectively, “Taxes”). However, if the Depositary (or if
the Paying Agent shall have notified the Depositary that the Paying Agent (pursuant to Section 2.04
of the Escrow and Paying Agent Agreement)) shall be required by law to deduct or withhold any Taxes
from or in respect of any sum payable hereunder, the Depositary shall (i) make, or cause to be
made, such deductions or withholding and (ii) pay, or cause to be paid, the full amount deducted or
withheld in accordance with applicable law. If the date on which any payment due on any Deposit
would otherwise fall on a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day, and no additional interest shall accrue in respect of such extension.




          SECTION 5. Representation and Warranties. The Depositary hereby represents and warrants
to US Airways, the Escrow Agent, the Pass Through Trustee and the Paying Agent that:





          (a) it is a New York banking corporation duly organized and validly existing in good
standing under the laws of its jurisdiction of organization;



-4-









 






          (b) it has full power, authority and legal right to conduct its business and operations
as currently conducted and to enter into and perform its obligations under this Agreement;




          (c) the execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action on the part of it and do not require any stockholder
approval, or approval or consent of any trustee or holder of any indebtedness or obligations
of it, and this Agreement has been duly executed and delivered by it and constitutes its
legal, valid and binding obligations enforceable against it in accordance with the terms
hereof;




          (d) no authorization, consent or approval of or other action by, and no notice to or
filing with, any United States federal or state governmental authority or regulatory body is
required for the execution, delivery or performance by it of this Agreement;




          (e) neither the execution, delivery or performance by it of this Agreement, nor
compliance with the terms and provisions hereof, conflicts or will conflict with or results
or will result in a breach or violation of any of the terms, conditions or provisions of, or
will require any consent or approval under, any law, governmental rule or regulation or the
charter documents, as amended, or bylaws, as amended, of it or any similar instrument
binding on it or any order, writ, injunction or decree of any court or governmental
authority against it or by which it or any of its properties is bound or of any indenture,
mortgage or contract or other agreement or instrument to which it is a party or by which it
or any of its properties is bound, or constitutes or will constitute a default thereunder or
results or will result in the imposition of any lien upon any of its properties; and




          (f) there are no pending or, to its knowledge, threatened actions, suits,
investigations or proceedings (whether or not purportedly on behalf of it) against or
affecting it or any of its property before or by any court or administrative agency (except,
in the case of the immediately following clause (i), as set forth in Part II, Item 1 —
Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the
quarterly period ended March 31, 2011 plus any relevant 8-K filed with the Securities and
Exchange Commission) which, if adversely determined, (i) would adversely affect the ability
of it to perform its obligations under this Agreement or (ii) would call into question or
challenge the validity of this Agreement or the enforceability hereof in accordance with the
terms hereof, nor is the Depositary in default with respect to any order of any court,
governmental authority, arbitration board or administrative agency so as to adversely affect
its ability to perform its obligations under this Agreement.


          SECTION 6. Transfer. Neither party hereto shall be entitled to assign or otherwise
transfer this Agreement (or any interest herein) other than (in the case of the Escrow Agent) to a
successor escrow agent under the Escrow and Paying Agent Agreement and other than (in the case of
the Depositary) to any corporation into which the Depositary shall merge or with which it shall be
consolidated, and any purported assignment in violation thereof shall be void. This Agreement
shall be binding upon the parties hereto and their respective successors






-5-









 







and (in the case of the Escrow Agent) permitted assigns. Upon the occurrence of the Transfer (as
defined below) contemplated by the Assignment and Assumption Agreement (as defined below), the Pass
Through Trustee shall (without further act) be deemed to have transferred all of its right, title
and interest in and to this Agreement to the trustee of the Successor Trust (as defined below) and,
thereafter, the trustee of the Successor Trust shall be deemed to be the “Pass Through Trustee”
hereunder with the rights of the “Pass Through Trustee” hereunder, and each reference herein to “US
Airways Pass Through Trust 2011-1B-O” shall be deemed to be a reference to “US Airways Pass Through
Trust 2011-1B-S”. The Escrow Agent and the Depositary hereby acknowledge and consent to the
Transfer contemplated by the Assignment and Assumption Agreement. For the purposes of this Section
6, “Transfer” means the transfer contemplated by the Assignment and Assumption Agreement;
“Assignment and Assumption Agreement” means the Assignment and Assumption Agreement to be
entered into between the Pass Through Trustee and the trustee of the Successor Trust, substantially
in the form of Exhibit C to the Trust Supplement; and “Successor Trust” means the US
Airways Pass Through Trust 2011-1B-S.




          SECTION 7. Amendment, Etc. This Agreement may not be amended, waived or otherwise
modified except by an instrument in writing signed by the party against whom the amendment, waiver
or other modification is sought to be enforced and by the Pass Through Trustee.




          SECTION 8. Notices. Unless otherwise expressly provided herein, any notice or other
communication under this Agreement shall be in writing (including by facsimile) and shall be deemed
to be given and effective upon receipt thereof. All notices shall be sent to (x) in the case of
the Depositary, The Bank of New York Mellon, 101 Barclay Street, Floor 8W, New York, New York
10286, Attention: Corporate Finance, Mary Miselis, Vice President, Reference: US Airways Pass
Through Trust 2011-1B-S, (Telecopier: (212) 815-5704) at the foregoing address or (y) in the case
of the Escrow Agent, Wells Fargo Bank Northwest, National Association, 299 South Main Street, 12th
Floor, Salt Lake City, UT 84111, Attention: Corporate Trust Services (Telecopier: (801) 246-5053),
in each case, with a copy to the Pass Through Trustee, Wilmington Trust Company, 1100 North Market
Street, Wilmington, DE 19890-1605, Attention: Corporate Capital Market Services (Telecopier: (302)
636-4140) and to US Airways, Inc., 111 West Rio Salado Parkway, Tempe, Arizona 85281, Attention:
Vice President and Treasurer (Telecopier: (480) 693-5886) with a copy to: Deputy General Counsel
(Telecopier: (480) 693-5932) (or at such other address as any such party may specify from time to
time in a written notice to the parties hereto). On or prior to the execution of this Agreement,
the Escrow Agent has delivered to the Depositary a certificate containing specimen signatures of
the representatives of the Escrow Agent who are authorized to give notices and instructions with
respect to this Agreement. The Depositary may conclusively rely on such certificate until the
Depositary receives written notice from the Escrow Agent to the contrary.




     The Depositary shall have the right, but shall not be required, to rely upon and comply with
instructions and directions sent by e-mail by persons believed by the Depositary to be authorized
to give instructions and directions on behalf of the Escrow Agent. The Depositary shall have no
duty or obligation to verify or confirm that the person who sent such instructions or directions
is, in fact, a person authorized to give instructions or directions on behalf of the Escrow Agent;
and the Depositary shall have no liability for any losses, liabilities, costs or



-6-









 




expenses incurred or sustained by the Escrow Agent as a result of such reliance upon or compliance
with such instructions or directions. The Escrow Agent agrees to assume all risks arising out of
the use of e-mail to submit instructions and directions to the Depositary, including without
limitation the risk of the Depositary acting on unauthorized instructions, and the risk of
interception and misuse by third parties.




          SECTION 9. Obligations Unconditional. The Depositary hereby acknowledges and agrees that
its obligation to repay each Deposit together with interest thereon as provided herein is absolute,
irrevocable and unconditional and constitutes a full recourse obligation of the Depositary
enforceable against it to the full extent of all of its assets and properties.




          SECTION 10. Entire Agreement. This Agreement (including all attachments hereto) sets
forth all of the promises, covenants, agreements, conditions and understandings between the
Depositary and the Escrow Agent with respect to the subject matter hereof and supersedes all prior
and contemporaneous agreements and undertakings, inducements or conditions, express or implied,
oral or written.




          SECTION 11. Governing Law. This Agreement, and the rights and obligations of the
Depositary and the Escrow Agent with respect to the Deposits, shall be governed by, and construed
in accordance with, the laws of the State of New York and subject to the provisions of Regulation D
of the Board of Governors of the Federal Reserve System (or any successor), as the same may be
modified and supplemented and in effect from time to time.




          SECTION 12. Submission to Non-Exclusive Jurisdiction in New York. Each of the
parties hereto, to the extent it may do so under applicable law, hereby (a) irrevocably submits
itself to the non-exclusive jurisdiction of the courts of the State of New York sitting in the City
of New York and to the non-exclusive jurisdiction of the United States District Court for the
Southern District of New York, for the purposes of any suit, action or other proceeding arising out
of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought
by any party or parties hereto, or their successors or permitted assigns and (b) waives, and agrees
not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, that the suit, action or proceeding is brought in an inconvenient forum, that the venue
of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof
or any of the transactions contemplated hereby may not be enforced in or by such courts.




          SECTION 13. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND THE ESCROW AGENT
ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.




          SECTION 14. Counterparts. This Agreement may be executed in one or more counterparts, all
of which taken together shall constitute one instrument.




          SECTION 15. Rights of Receiptholders. The Depositary acknowledges that, if the Depositary
shall fail to pay when due hereunder any interest on the Deposits or the Final Withdrawal, the
“Receiptholders” (as defined in the Escrow and Paying Agent Agreement) shall






-7-









 







have the right to claim directly against the Depositary and that any such claim shall not be
subject to defenses that the Depositary may have against the Escrow Agent.




          SECTION 16. Limitation on Damages. In no event shall the Depositary be responsible
or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit, whether or not foreseeable) suffered by Escrow
Agent or any of the Receiptholders (as defined in the Escrow and Paying Agent Agreement) in
connection with this Agreement or the transaction contemplated or any relationships established by
this Agreement irrespective of whether the Depositary has been advised of the likelihood of such
loss or damage and regardless of the form of action.




-8-









 





          IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit
Agreement to be duly executed as of the day and year first above written.




	 	 	 	 	 
	 	WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION,

      as Escrow Agent

 	 
	 	By  	/s/ Scott Rosevear
 	 
	 	 	Name:  	Scott Rosevear 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF NEW YORK MELLON,

      as Depositary

 	 
	 	By  	/s/ Mary Miselis
 	 
	 	 	Name:  	Mary Miselis 	 
	 	 	Title:  	Vice President 	 
	 




 









 





Schedule I




Schedule of Deposits

Class B




	 	 	 	 	 	 	 	 	 
	    Aircraft Type	 	Deposit Amount	 	Account No.
	Airbus A321-231
	 	$	9,302,000	 	 	 	788404	 
	Airbus A321-231
	 	$	9,302,000	 	 	 	788405	 
	Airbus A321-231
	 	$	9,302,000	 	 	 	788406	 
	Airbus A321-231
	 	$	9,318,000	 	 	 	788407	 
	Airbus A321-231
	 	$	8,094,000	 	 	 	788408	 
	Airbus A321-231
	 	$	8,213,000	 	 	 	788409	 
	Airbus A330-243
	 	$	16,648,000	 	 	 	788410	 
	Airbus A330-243
	 	$	16,636,000	 	 	 	788411	 
	Airbus A320-214
	 	$	7,468,000	 	 	 	788412	 






 









 





EXHIBIT A




NOTICE OF PURCHASE WITHDRAWAL




The Bank of New York Mellon

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: US Airways 2011-1

Telecopier: (212) 815-5704




Gentlemen:




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




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




          The undersigned hereby directs the Depositary to pay the entire amount of the Deposit to
________________, Account No. _____, Reference: _________ on _________ __, 20__, upon the
telephonic request of a representative of the Pass Through Trustee.




	 	 	 	 	 
	 	WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION,

      as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: _______ __, 20__





 









 





EXHIBIT B




NOTICE OF FINAL WITHDRAWAL




The Bank of New York Mellon

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: US Airways 2011-1

Telecopier: (212) 815-5704




Gentlemen:




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




          In accordance with Section 2.3(b)(i) of the Deposit Agreement, the undersigned hereby requests
the withdrawal of the entire amount of all Deposits.




          The undersigned hereby directs the Depositary to pay the entire amount of the Deposits and
accrued interest thereon to the Paying Agent at Wilmington Trust Company, ABA# 031100092, Account
No. _____________, Reference: US Airways 2011-1.




	 	 	 	 	 
	 	WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION,

      as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated: _________, 20__





 









 





EXHIBIT C




NOTICE OF REPLACEMENT WITHDRAWAL



The Bank of New York Mellon

101 Barclay Street, Floor 8W

New York, New York 10286

Attention: Corporate Finance, Mary Miselis, Vice President

Reference: US Airways 2011-1

Telecopier: (212) 815-5704




Gentlemen:




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




          In accordance with Section 2.3(b)(ii) of the Deposit Agreement, the undersigned hereby
requests the withdrawal of the entire amount of all Deposits.




          The undersigned hereby directs the Depositary to pay the entire amount of the Deposits and
accrued interest thereon to [_____________________], Reference: US Airways 2011-1.




	 	 	 	 	 
	 	WELLS FARGO BANK NORTHWEST,

NATIONAL ASSOCIATION,

      as Escrow Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: _________, 20__