exv4w2






Exhibit 4.2




EXECUTION COPY




TRUST SUPPLEMENT No. 2011-1A-S




Dated as of June 28, 2011



between



WILMINGTON TRUST COMPANY

as Trustee,



and



US AIRWAYS, INC.



to



PASS THROUGH TRUST AGREEMENT

Dated as of December 21, 2010



$293,944,000



US Airways Pass Through Trust 2011-1A-S

7.125% US Airways

Pass Through Certificates,

Series 2011-1A-S











 



 




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I THE CERTIFICATES
	 	 	2	 
	Section 1.01. The Certificates
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	4	 
	Section 2.01. Definitions
	 	 	4	 
	 
	 	 	 	 
	ARTICLE III DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS
	 	 	10	 
	Section 3.01. Statements to Applicable Certificateholders
	 	 	10	 
	Section 3.02. Special Payments Account
	 	 	12	 
	Section 3.03. Distributions from Special Payments Account
	 	 	13	 
	Section 3.04. Limitation of Liability for Payments
	 	 	14	 
	 
	 	 	 	 
	ARTICLE IV DEFAULT
	 	 	14	 
	Section 4.01. Purchase Rights of Certificateholders
	 	 	14	 
	Section 4.02. Amendment of Section 6.05 of the Basic Agreement
	 	 	16	 
	 
	 	 	 	 
	ARTICLE V THE TRUSTEE
	 	 	16	 
	Section 5.01. Acquisition of Trust Property
	 	 	16	 
	Section 5.02. [Intentionally Omitted]
	 	 	17	 
	Section 5.03. The Trustee
	 	 	17	 
	Section 5.04. Representations and Warranties of the Trustee
	 	 	18	 
	Section 5.05. Trustee Liens
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VI ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS
	 	 	19	 
	Section 6.01. Amendment of Section 5.02 of the Basic Agreement
	 	 	19	 
	Section 6.02. Supplemental Agreements Without Consent of Applicable Certificateholders
	 	 	19	 
	Section 6.03. Supplemental Agreements with Consent of Applicable Certificateholders
	 	 	19	 
	Section 6.04. Consent of Holders of Certificates Issued under Other Trusts
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VII TERMINATION OF TRUST
	 	 	20	 
	Section 7.01. Termination of the Applicable Trust
	 	 	20	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS PROVISIONS
	 	 	21	 
	Section 8.01. Basic Agreement Ratified
	 	 	21	 
	Section 8.02. GOVERNING LAW
	 	 	21	 
	Section 8.03. Execution in Counterparts
	 	 	21	 
	Section 8.04. Intention of Parties
	 	 	21	 

















 



 




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



WITNESSETH:




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



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



          WHEREAS, as of the Transfer Date (as defined below), the Company will have financed (i) each
Owned Aircraft (if such Owned Aircraft is subject to an existing security interest, after such
security interest has been discharged) and (ii) a portion of the purchase price of the New
Aircraft;



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



          WHEREAS, as of the Transfer Date, the Related Trustee will assign, transfer and deliver all of
such trustee’s right, title and interest to the trust property held by the Related Trustee to the
Trustee pursuant to the Assignment and Assumption Agreement (as defined below);



          WHEREAS, the Trustee, effective only, but automatically, upon execution and delivery of the
Assignment and Assumption Agreement, will be deemed to have declared the creation of the US Airways
Pass Through Trust 2011-1A-S (the “Applicable Trust”) for the benefit of the Applicable
Certificateholders, and each Holder of Applicable Certificates outstanding as of the Transfer Date,
as the grantors of the Applicable Trust, by their respective acceptances of such Applicable
Certificates, will join in the creation of the Applicable Trust with the Trustee;



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









 



 


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



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



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



ARTICLE I

THE CERTIFICATES




          Section 1.01. The Certificates. The Applicable Certificates shall be known as “US
Airways Pass Through Certificates, Series 2011-1A-S”. Each Applicable Certificate represents a
fractional undivided interest in the Applicable Trust created hereby. The Applicable Certificates
shall be the only instruments evidencing a fractional undivided interest in the Applicable Trust.



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




     (a) The aggregate face amount of the Applicable Certificates that shall be initially
deemed issued under the Agreement shall be equal to the aggregate principal amount of
“Outstanding” pass through certificates representing fractional undivided interests in the
Related Trust on the Transfer Date. Subject to the preceding sentence and Section 5.01 of
this Trust Supplement and except for Applicable Certificates authenticated and delivered
under Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, no Applicable Certificates
shall be authenticated under the Agreement.




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




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




     (d) At the Escrow Agent’s request under the Escrow Agreement, the Trustee shall affix
the corresponding Escrow Receipt to each Applicable Certificate. In any









 



3



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




     (e) (i) The Applicable Certificates shall be in the form attached as Exhibit A to the
Related Pass Through Trust Supplement, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by the Related Pass Through
Trust Agreement or the Agreement, as the case may be, or as the Trustee may deem
appropriate, to reflect the fact that the Applicable Certificates are being issued under the
Agreement as opposed to under the Related Pass Through Trust Agreement. Any Person
acquiring or accepting an Applicable Certificate or an interest therein will, by such
acquisition or acceptance, be deemed to represent and warrant to and for the benefit of the
Company that either (i) the assets of an employee benefit plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or of a plan
subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the
“Code”), have not been used to purchase or hold Applicable Certificates or an
interest therein or (ii) the purchase and holding of Applicable Certificates or an interest
therein is exempt from the prohibited transaction restrictions of ERISA and the Code
pursuant to one or more prohibited transaction statutory or administrative exemptions.




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




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




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




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




     (i) The Responsible Party is the Company.




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









 



4



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




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



ARTICLE II

DEFINITIONS




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





     Agreement: Means the Basic Agreement, as supplemented by this Trust
Supplement.




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




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




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




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




     Applicable Certificate: Means any of the “Applicable Certificates” issued by
the Related Trust and that are “Outstanding” (as defined in the Related Pass Through Trust
Agreement) as of the Transfer Date (the “Transfer Date Certificates”) and any
Certificate issued in exchange therefor or replacement thereof pursuant to the Agreement.




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




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




     Assignment and Assumption Agreement: Means the assignment and assumption
agreement substantially in the form of Exhibit C to the Related Pass Through Trust









 



5



Supplement executed and delivered in accordance with Section 7.01 of the Related Pass
Through Trust Supplement.




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




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




     Certificate: Has the meaning specified in the Intercreditor Agreement.




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




     Class: Has the meaning specified in the Intercreditor Agreement.




     Closing Notice: Has the meaning specified in the NPA.




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




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




     Cut-off Date: Means the earlier of (a) the Delivery Period Termination Date
and (b) the date on which a Triggering Event occurs.




     Delivery Period Termination Date: Has the meaning specified in the Related
Pass Through Trust Supplement.




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









 



6



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




     Deposits: Has the meaning specified in the Deposit Agreement.




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




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




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




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




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




     Final Maturity Date: Means April 22, 2025.




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




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




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




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




     Intercreditor Agreement: Means the Intercreditor Agreement dated as of June
28, 2011, as amended by Amendment No. 1 to the Intercreditor Agreement (2011-1), among the
Related Trustee (and after the Transfer Date, the Trustee), the Related Other Trustees (and
after the Transfer Date, the Other Trustees), the Liquidity Provider, the liquidity
provider relating to the Class B Certificates and Wilmington Trust Company, as









 



7



Subordination
Agent and as trustee thereunder, as amended, supplemented or otherwise modified from time to
time in accordance with its terms.




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




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




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




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




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




     NPA: Means the Note Purchase Agreement dated as of June 28, 2011 among the
Related Trustee (and after the Transfer Date, the Trustee), the Related Other Trustees (and
after the Transfer Date, the Other Trustees), the Company, the Escrow Agent, the Escrow
Paying Agent and the Subordination Agent, as the same may be amended, supplemented or
otherwise modified from time to time, in accordance with its terms.




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




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




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









 



8



     Outstanding: When used with respect to Applicable Certificates, means, as of
the date of determination, all Transfer Date Certificates, and all other Applicable
Certificates theretofore authenticated and delivered under the Agreement, in each case
except:




     (i) Applicable Certificates theretofore canceled by the Registrar or delivered
to the Trustee or the Registrar for cancellation;




     (ii) Applicable Certificates for which money in the full amount required to
make the final distribution with respect to such Applicable Certificates pursuant to
Section 11.01 of the Basic Agreement has been theretofore deposited with the Trustee
in trust for the Applicable Certificateholders as provided in Section 4.01 of the
Basic Agreement pending distribution of such money to such Applicable
Certificateholders pursuant to payment of such final distribution; and




     (iii) Applicable Certificates in exchange for or in lieu of which other
Applicable Certificates have been authenticated and delivered pursuant to the
Agreement.




     Owned Aircraft: Has the meaning specified in the recitals hereto




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




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




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




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









 



9



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




     Related Other Pass Through Trust Agreements: Means the “Other Agreements” as
defined in the Related Pass Through Trust Agreement.




     Related Other Trustees: Means the “Other Trustees” as defined in the Related
Pass Through Trust Agreement.




     Related Other Trusts: Means the “Other Trusts” as defined in the Related Pass
Through Trust Agreement.





     Related Pass Through Trust Agreement: Means the Basic Agreement as
supplemented by the Related Pass Through Trust Supplement.




     Related Pass Through Trust Supplement: Means the Trust Supplement No.
2011-1A-O dated as of the date hereof, relating to the US Airways Pass Through Trust
2011-1A-O and entered into by the Company and the Related Trustee, as amended, supplemented
or otherwise modified from time to time in accordance with its terms.




     Related Trust: Means the US Airways Pass Through Trust 2011-1A-O, formed under
the Related Pass Through Trust Agreement.




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




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




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




     Transfer Date: Means the moment of execution and delivery of the Assignment
and Assumption Agreement by each of the parties thereto.









 



10



     Transfer Date Certificates: Has the meaning specified in the definition of
“Applicable Certificates”.




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




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




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




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




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




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




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



ARTICLE III

DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS




          Section 3.01. Statements to Applicable Certificateholders. (a) On each Distribution
Date, the Trustee will include with each distribution to Applicable Certificateholders of a
Scheduled Payment or Special Payment, as the case may be, a statement setting forth the









 



11



information
provided below (in the case of a Special Payment, reflecting in part the information provided by
the Escrow Paying Agent under the Escrow Agreement). Such statement shall set
forth (per $1,000 face amount Applicable Certificate as to (ii), (iii), (iv) and (v) below) the
following information:




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




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




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




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




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




     (vi) the Pool Balance and the Pool Factor.



          With respect to the Applicable Certificates registered in the name of a Clearing Agency or its
nominee, on the Record Date prior to each Distribution Date, the Trustee will, at the expense of
the Company, request that such Clearing Agency post on its Internet bulletin board a securities
position listing setting forth the names of all Clearing Agency Participants reflected on such
Clearing Agency’s books as holding interests in the Applicable Certificates on such Record Date.
On each Distribution Date, the Trustee will mail to each such Clearing Agency Participant the
statement described above and will make available additional copies as requested by such Clearing
Agency Participant for forwarding to holders of interests in the Applicable Certificates.




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













 



12




          (c) If the aggregate principal payments scheduled for a Regular Distribution Date prior to the
Delivery Period Termination Date differ from the amount thereof set forth for the Applicable
Certificates on page S-80 of the Prospectus Supplement, by no later than the 15th day
prior to such Regular Distribution Date, the Trustee (if the Related Trustee has not already done
so) shall mail written notice of the actual amount of such scheduled payments to the Applicable
Certificateholders of record as of a date within 15 Business Days prior to the date of mailing.




          (d) Promptly following (i) the Delivery Period Termination Date, if there has been any change
in the information set forth in clauses (y) and (z) below from that set forth in page S-80 of the
Prospectus Supplement, and (ii) the date of any early redemption of, or any default in the payment
of principal or interest in respect of, any of the Equipment Notes held in the Applicable Trust, or
any Final Withdrawal, the Trustee (if the Related Trustee has not already done so) shall furnish to
Applicable Certificateholders of record on such date a statement setting forth (x) the expected
Pool Balances for each subsequent Regular Distribution Date following the Delivery Period
Termination Date, (y) the related Pool Factors for such Regular Distribution Dates and (z) the
expected principal distribution schedule of the Equipment Notes, in the aggregate, held as Trust
Property at the date of such notice. With respect to the Applicable Certificates registered in the
name of a Clearing Agency, on the Transfer Date, the Trustee (if the Related Trustee has not
already done so) will request from such Clearing Agency a securities position listing setting forth
the names of all Clearing Agency Participants reflected on such Clearing Agency’s books as holding
interests in the “Applicable Certificates” (as defined in the Related Pass Through Trust Agreement)
on the Delivery Period Termination Date. The Trustee (if the Related Trustee has not already done
so) will mail to each such Clearing Agency Participant the statement described above and will make
available additional copies as requested by such Clearing Agency Participant for forwarding to
holders of interests in the Applicable Certificates.




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




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




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










 



13




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




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




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





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




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




     (iii) the reason for the Special Payment, and




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









 



14

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




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



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



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



ARTICLE IV

DEFAULT




          Section 4.01. Purchase Rights of Certificateholders. (a) By acceptance of its
Applicable Certificate, each Applicable Certificateholder agrees that at any time after the
occurrence and during the continuation of a Certificate Buyout Event:





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




     (ii) each Class C Certificateholder (other than the Company or any of its Affiliates)
shall have the right (which shall not expire upon any purchase of the Applicable
Certificates pursuant to clause (i) above) to purchase all, but not less than all, of the
Applicable Certificates and the Class B Certificates upon 15 days’ written notice to the
Trustee, the Class B Trustee and each other Class C Certificateholder, on the third









 



15



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




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



          The purchase price with respect to the Applicable Certificates shall be equal to the Pool
Balance of the Applicable Certificates, together with accrued and unpaid interest thereon to the
date of such purchase, without premium, but including any other amounts then due and payable to the
Applicable Certificateholders under the Agreement, the Intercreditor Agreement, the Escrow
Agreement or any Note Document or on or in respect of the Applicable Certificates;
provided, however, that no such purchase of Applicable Certificates shall be
effective unless the purchaser(s) shall certify to the Trustee that contemporaneously with such
purchase, such purchaser(s) is (are) purchasing, pursuant to the terms of the Agreement and the
Other Agreements, (A) in the case of any purchase of the Applicable Certificates pursuant to clause
(i) above, all of the Applicable Certificates or (B) in the case of any purchase of the Applicable
Certificates pursuant to clause (ii) above, all of the Applicable Certificates and the Class B
Certificates. Each payment of the purchase price of the Applicable Certificates referred to in the
first sentence hereof shall be made to an account or accounts designated by the Trustee and each
such purchase shall be subject to the terms of this Section 4.01. Each Applicable
Certificateholder agrees by its acceptance of its Applicable Certificate that (at any time after
the occurrence of a Certificate Buyout Event) it will, upon payment from such Class B
Certificateholder(s), Class C Certificateholder(s) or Refinancing Certificateholder(s), as the case
may be, of the purchase price set forth in the first sentence of this paragraph, (i) forthwith
sell, assign, transfer and convey to the purchaser(s) thereof (without recourse, representation or
warranty of any kind except for its own acts), all of the right, title, interest and obligation of
such Applicable Certificateholder in the Agreement, the Escrow Agreement, the Deposit Agreement,
the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents and all Applicable
Certificates and Escrow Receipts held by such Applicable Certificateholder (excluding all right,
title and interest under any of the foregoing to the extent such right, title or interest is with
respect to an obligation not then due and payable as respects any action or









 



16



inaction or state of
affairs occurring prior to such sale) (and the purchaser shall assume all of such Applicable
Certificateholder’s obligations under the Agreement, the Escrow Agreement, the Deposit Agreement,
the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents and all such
Applicable Certificates and Escrow Receipts), (ii) if such purchase occurs after a record date
specified in Section 2.03 of the Escrow Agreement relating to the
distribution of unused Deposits and/or accrued and unpaid interest on Deposits and prior to or
on the related distribution date thereunder, forthwith turn over to the purchaser(s) of its
Applicable Certificate all amounts, if any, received by it on account of such distribution, and
(iii) if such purchase occurs after a Record Date relating to any distribution and prior to or on
the related Distribution Date, forthwith turn over to the purchaser(s) of its Applicable
Certificate all amounts, if any, received by it on account of such distribution. The Applicable
Certificates will be deemed to be purchased on the date payment of the purchase price is made
notwithstanding the failure of the Applicable Certificateholders to deliver any Applicable
Certificates and, upon such a purchase, (I) the only rights of the Applicable Certificateholders
will be to deliver the Applicable Certificates to the purchaser(s) and receive the purchase price
for such Applicable Certificates and (II) if the purchaser(s) shall so request, such Applicable
Certificateholder will comply with all the provisions of Section 3.04 of the Basic Agreement to
enable new Applicable Certificates to be issued to the purchaser in such denominations as it shall
request. All charges and expenses in connection with the issuance of any such new Applicable
Certificates shall be borne by the purchaser thereof.



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



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



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



ARTICLE V

THE TRUSTEE




          Section 5.01. Acquisition of Trust Property. (a) The Trustee is hereby irrevocably
authorized and directed to execute and deliver the Assignment and Assumption Agreement on the date
specified in Section 7.01 of the Related Pass Through Trust Supplement, subject only to the
satisfaction of the conditions set forth in said Section 7.01. The Agreement (except only for this
sentence and the immediately preceding sentence hereof, which are effective upon execution and
delivery hereof) shall become effective upon the execution and









 



17



delivery of the Assignment and
Assumption Agreement by the Trustee and the Related Trustee, automatically and without any further
signature or action on the part of the Company and the Trustee, and shall thereupon constitute the
legal, valid and binding obligation of the parties hereto enforceable against each of the parties
hereto in accordance with its terms. Upon such execution and delivery of the Assignment and
Assumption Agreement, the Related Trust shall be
terminated, the Applicable Certificateholders shall receive beneficial interests in the Applicable
Trust in exchange for their interests in the Related Trust equal to their respective beneficial
interests in the Related Trust and the “Outstanding” (as defined in the Related Pass Through Trust
Agreement) pass through certificates representing fractional undivided interests in the Related
Trust shall be deemed for all purposes of the Agreement, without further signature or action of any
party or Certificateholder, to be Certificates representing the same Fractional Undivided Interests
in the Applicable Trust and Trust Property. By acceptance of its Applicable Certificate, each
Applicable Certificateholder consents to and ratifies such assignment, transfer and delivery of the
trust property of the Related Trust to the Trustee upon the execution and delivery of the
Assignment and Assumption Agreement. The provisions of this Section 5.01(a) supersede and replace
the provisions of Section 2.02 of the Basic Agreement with respect to the Applicable Trust, and all
provisions of the Basic Agreement relating to Postponed Notes or Section 2.02 of the Basic
Agreement shall not apply to the Applicable Trust.



          (b) The Trustee, upon the execution and delivery of the Assignment and Assumption Agreement,
acknowledges its acceptance of all right, title and interest in and to the Trust Property and
declares that the Trustee holds and will hold such right, title and interest for the benefit of all
then present and future Applicable Certificateholders, upon the trusts herein and in the Basic
Agreement set forth. By the acceptance of each Applicable Certificate issued to it under the
Related Pass Through Trust Agreement and deemed issued under the Agreement, each Holder of any such
Applicable Certificate as grantor of the Applicable Trust thereby joins in the creation and
declaration of the Applicable Trust. The provisions of this Section 5.01(b) supersede and replace
the provisions of Section 2.03 of the Basic Agreement, with respect to the Applicable Trust.



          Section 5.02. [Intentionally Omitted]



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



          (b) Except as herein otherwise provided and except during the continuation of an Event of
Default in respect of the Applicable Trust created hereby, no duties, responsibilities









 



18



or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this
Trust Supplement other than as set forth in the Agreement, and this Trust Supplement is executed
and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the
Agreement, as fully to all intents as if the same were herein set forth at length.



          Section 5.04. Representations and Warranties of the Trustee. The Trustee hereby
represents and warrants, on the Transfer Date, that:




     (a) the Trustee has full power, authority and legal right to receive the Trust Property
assigned by the Related Trustee, assume the obligations under, and perform, the Assignment
and Assumption Agreement, this Trust Supplement, the Intercreditor Agreement, the Escrow
Agreement, the NPA and the Note Documents to which it is a party and has taken all necessary
action to authorize such receipt, assumption and performance by it of this Trust Supplement,
the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which
it is a party;




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




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




     (d) the Assignment and Assumption Agreement has been duly executed and delivered by the
Trustee and this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the
NPA and the Note Documents to which it is a party have been, or will be, as applicable, duly
executed and delivered by the Trustee and constitute, or will









 



19



constitute, as applicable, the
legal, valid and binding agreements of the Trustee, enforceable against it in accordance
with their respective terms; provided, however, that enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and (ii) general principles of equity.



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




ARTICLE VI

ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS




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



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



          Section 6.03. Supplemental Agreements with Consent of Applicable Certificateholders.
Without limitation of Section 9.02 of the Basic Agreement, the provisions of Section 9.02 of the
Basic Agreement shall apply to agreements or amendments for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of the









 



20



Escrow Agreement, the Deposit
Agreement, the Liquidity Facility, the Guarantee or the NPA or modifying in any manner the rights
and obligations of the Applicable Certificateholders under the Escrow Agreement, the Deposit
Agreement, the Liquidity Facility, the Guarantee or the NPA; provided that the provisions of
Section 9.02(1) of the Basic Agreement shall be deemed to
include reductions in any manner of, or delay in the timing of, any receipt by the Applicable
Certificateholders of payments upon the Deposits.



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



ARTICLE VII

TERMINATION OF TRUST




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



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



          In the event that all of the Applicable Certificateholders shall not surrender their
Applicable Certificates for cancellation within six months after the date specified in the
above-mentioned written notice, the Trustee shall give a second written notice to the remaining
Applicable Certificateholders to surrender their Applicable Certificates for cancellation and
receive the final distribution with respect thereto. No additional interest shall accrue on the
Applicable Certificates after the Distribution Date specified in the first written notice. In the









 



21



event that any money held by the Trustee for the payment of distributions on the Applicable
Certificates shall remain unclaimed for two years (or such lesser time as the Trustee shall be
satisfied, after sixty days’ notice from the Company, is one month prior to the escheat period
provided under applicable law) after the final distribution date with respect thereto, the Trustee
shall pay to each Loan Trustee the appropriate amount of money relating to such Loan Trustee and
shall give written notice thereof to the Company.



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



ARTICLE VIII

MISCELLANEOUS PROVISIONS




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




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




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




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












 



22




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




	 	 	 	 	 
	 	US AIRWAYS, INC.

 	 
	 	By:  	/s/ Thomas T. Weir
 	 
	 	Name:  	 	Thomas T. Weir 	 
	 	Title:  	 	Vice President and Treasurer 	 
	 
	 	WILMINGTON TRUST COMPANY,

     as Trustee

 	 
	 	By:  	/s/ Robert P. Hines, Jr.
 	 
	 	Name:  	 	Robert P. Hines, Jr. 	 
	 	Title:  	 	Assistant Vice President