exv4w16






Exhibit 4.16




EXECUTION COPY




ESCROW AND PAYING AGENT AGREEMENT

(Class C)




Dated as of June 28, 2011




among




WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,




as Escrow Agent




GOLDMAN, SACHS & CO.,




CITIGROUP GLOBAL MARKETS INC.



and



CREDIT SUISSE SECURITIES (USA) LLC,



as representatives of the several Underwriters



WILMINGTON TRUST COMPANY,



not in its individual capacity,

but solely as Pass Through Trustee

for and on behalf of

US Airways Pass Through Trust 2011-1C-O



and

WILMINGTON TRUST COMPANY,



as Paying Agent




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	SECTION 1. Escrow Agent
	 	 	2	 
	 
	 	 	 	 
	Section 1.01. Appointment of Escrow Agent
	 	 	2	 
	Section 1.02. Instruction; Etc
	 	 	3	 
	Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts
	 	 	4	 
	Section 1.04. Payments to Receiptholders
	 	 	4	 
	Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt
	 	 	4	 
	Section 1.06. Additional Escrow Amounts
	 	 	6	 
	Section 1.07. Resignation or Removal of Escrow Agent
	 	 	6	 
	Section 1.08. Persons Deemed Owners
	 	 	6	 
	Section 1.09. Further Assurances
	 	 	6	 
	 
	 	 	 	 
	SECTION 2. Paying Agent
	 	 	6	 
	 
	 	 	 	 
	Section 2.01. Appointment of Paying Agent
	 	 	6	 
	Section 2.02. Establishment of Paying Agent Account
	 	 	7	 
	Section 2.03. Payments from Paying Agent Account
	 	 	7	 
	Section 2.04. Withholding Taxes
	 	 	8	 
	Section 2.05. Resignation or Removal of Paying Agent
	 	 	8	 
	Section 2.06. Notice of Final Withdrawal
	 	 	8	 
	 
	 	 	 	 
	SECTION 3. Payments
	 	 	9	 
	 
	 	 	 	 
	SECTION 4. Other Actions
	 	 	9	 
	 
	 	 	 	 
	SECTION 5. Representations and Warranties of the Escrow Agent
	 	 	9	 
	 
	 	 	 	 
	SECTION 6. Representations and Warranties of the Paying Agent
	 	 	10	 
	 
	 	 	 	 
	SECTION 7. Indemnification
	 	 	12	 
	 
	 	 	 	 
	SECTION 8. Amendment, Etc
	 	 	12	 
	 
	 	 	 	 
	SECTION 9. Notices
	 	 	12	 
	 
	 	 	 	 
	SECTION 10. Transfer
	 	 	13	 
	 
	 	 	 	 
	SECTION 11. Entire Agreement
	 	 	13	 
	 
	 	 	 	 
	SECTION 12. Governing Law
	 	 	13	 
	 
	 	 	 	 
	SECTION 13. Waiver of Jury Trial Right
	 	 	13	 
	 
	 	 	 	 
	SECTION 14. Counterparts
	 	 	14	 
	 
	 	 	 	 
	SECTION 15. Rights of Holders
	 	 	14	 






 









 






	 	 	 	 	 
	Exhibit A            Escrow Receipt
	 	 	 	 
	 
	 	 	 	 
	Exhibit B            Withdrawal Certificate
	 	 	 	 











 









 







ESCROW AND PAYING AGENT AGREEMENT (Class C) dated as of June 28, 2011, (as amended, modified or
supplemented from time to time, this “Agreement”) among WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together
with its successors in such capacity, the “Escrow Agent”); GOLDMAN, SACHS & CO., CITIGROUP
GLOBAL MARKETS INC. and CREDIT SUISSE SECURITIES (USA) LLC, as representatives of the several
Underwriters of the Certificates referred to below (the “Underwriters” and together with
their respective transferees and assigns as registered owners of the Certificates, the
“Investors”) under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY,
not in its individual capacity except as otherwise expressly provided herein, but solely as trustee
(in such capacity, together with its successors in such capacity, the “Pass Through
Trustee”) under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST
COMPANY, as paying agent hereunder (in such capacity, together with its successors in such
capacity, the “Paying Agent”).




W I T N E S S E T H




          WHEREAS, US Airways, Inc. (“US Airways”) and 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 2011-1C-O (the “Pass Through
Trust”) pursuant to which the US Airways Pass Through Trust, Series 2011-1C-O Certificates
referred to therein (the “Certificates”) are being issued (the date of such issuance, the
“Issuance Date”);




          WHEREAS, US Airways and the Underwriters have entered into an Underwriting Agreement dated as
of June 22, 2011 (as amended, modified or supplemented from time to time in accordance with the
terms thereof, the “Underwriting Agreement”) 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 Underwriters and the Pass Through Trustee intend to create an escrow and that the
Net Proceeds be held in escrow by the Escrow Agent on behalf of the Investors, subject to
withdrawal upon request by the Pass Through Trustee and satisfaction of the conditions set forth in
the Note Purchase Agreement for the purpose of purchasing Equipment Notes, and that pending such
withdrawal the Net Proceeds be deposited on behalf of the Escrow Agent with The Bank of New York
Mellon, as Depositary (the “Depositary”, which shall also be deemed to refer to any
Replacement Depositary (as defined in the Note Purchase Agreement) from and after the date on which
the Deposits are transferred to such Replacement Depositary)






 









 







under the Deposit Agreement, dated as of the date hereof between the Depositary and the Escrow
Agent relating to the Pass Through Trust (as amended, modified, supplemented or replaced from time
to time in accordance with the terms thereof, the “Deposit Agreement”, which shall also be
deemed to refer to any Replacement Deposit Agreement (as defined in the Note Purchase Agreement) to
which the Escrow Agent becomes a party pursuant to Section 1.02(a) hereof from and after the
transfer of the Deposits from the Depositary to the Replacement Depositary) pursuant to which,
among other things, the Depositary will pay interest for distribution to the Investors and
establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper
certification by the Pass Through Trustee;




          WHEREAS, the Escrow Agent wishes to appoint the Paying Agent to pay amounts required to be
distributed to the Investors in accordance with this Agreement; and




          WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to
such terms in the Pass Through Trust Agreement.




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




          SECTION 1. Escrow Agent.




          Section 1.01. Appointment of Escrow Agent. Each of the Underwriters, for and on behalf of
each of the Investors, hereby irrevocably appoints, authorizes and directs the Escrow Agent to act
as escrow agent and fiduciary hereunder and under the Deposit Agreement for such specific purposes
and with such powers as are specifically delegated to the Escrow Agent by the terms of this
Agreement, together with such other powers as are reasonably incidental thereto. Any and all money
received and held by the Escrow Agent under this Agreement or the Deposit Agreement shall be held
in escrow by the Escrow Agent in accordance with the terms of this Agreement. This Agreement is
irrevocable and the Investors’ and the Pass Through Trustee’s rights with respect to any monies
received and held in escrow by the Escrow Agent under this Agreement or the Deposit Agreement shall
only be as provided under the terms and conditions of this Agreement and the Deposit Agreement.
The Escrow Agent (which term as used in this sentence shall include reference to its affiliates and
its own and its affiliates’ officers, directors, employees and agents): (a) shall have no duties or
responsibilities except those expressly set forth in this Agreement; (b) shall not be responsible
to the Pass Through Trustee or the Investors for any recitals, statements, representations or
warranties of any person other than itself contained in this Agreement or the Deposit Agreement or
for the failure by the Pass Through Trustee, the Investors or any other person or entity (other
than the Escrow Agent) to perform any of its obligations hereunder (whether or not the Escrow Agent
shall have any knowledge thereof); and (c) shall not be responsible for any action taken or omitted
to be taken by it hereunder or provided for herein or in connection herewith, except for its own
willful misconduct or gross negligence (or simple negligence in connection with the handling of
funds).







2









 








          Section 1.02. Instruction; Etc. The Underwriters, for and on behalf of each of the
Investors, hereby irrevocably instruct the Escrow Agent, and the Escrow Agent agrees:





               (a) to enter into the Deposit Agreement, and, if requested by the Company pursuant to
Section 4(a)(vi) of the Note Purchase Agreement, to enter into a Replacement Deposit
Agreement with the Replacement Depositary specified by the Company;




               (b) to appoint the Paying Agent as provided in this Agreement;




               (c) upon receipt at any time and from time to time prior to the Termination Date (as
defined below) of a certificate substantially in the form of Exhibit B hereto (a
“Withdrawal Certificate”) executed by the Pass Through Trustee, together with an
attached Notice of Purchase Withdrawal in substantially the form of Exhibit A to the Deposit
Agreement duly completed by the Pass Through Trustee (the “Applicable Notice of Purchase
Withdrawal” and the withdrawal to which it relates, a “Purchase Withdrawal”),
immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow Agent and
transmit it to the Depositary by facsimile transmission in accordance with the Deposit
Agreement; provided that, upon the request of the Pass Through Trustee after such
transmission, the Escrow Agent shall cancel such Applicable Notice of Purchase Withdrawal;




               (d) upon receipt of a Withdrawal Certificate executed by the Pass Through Trustee,
together with an attached Notice of Replacement Withdrawal in substantially the form of
Exhibit C to the Deposit Agreement duly completed by the Pass Through Trustee, to:




                    (X) give such Notice of Replacement Withdrawal to the Depositary requesting a
withdrawal, on the date specified in such notice, which shall not be less than five
Business Days after such notice is given (the “Replacement Withdrawal
Date”), of all Deposits then held by the Depositary together with all accrued
and unpaid interest on such Deposits to but excluding the Replacement Withdrawal
Date; and




                    (Y) direct the Depositary to transfer such Deposits and accrued interest on
behalf of the Escrow Agent to the Replacement Depositary in accordance with the
Replacement Deposit Agreement; and




               (e) if there are any undrawn Deposits (as defined in the Deposit Agreement) on the
“Termination Date”, which shall mean the earlier of (i) December 15, 2011, and (ii)
the day on which the Escrow Agent receives notice from the Pass Through Trustee that the
Pass Through Trustee’s obligation to purchase Equipment Notes under the Note Purchase
Agreement has terminated, to immediately give notice to the Depositary (with a copy to the
Paying Agent) substantially in the form of Exhibit B to the Deposit Agreement requesting a
withdrawal of all of the remaining Deposits, together with accrued and unpaid interest on
such Deposits to the date of withdrawal, on the 25th day after the date that such
notice of withdrawal is given to the Depositary (or, if not a Business Day, on the next
succeeding Business Day) (a “Final Withdrawal”), provided that if the day
scheduled for the Final Withdrawal in accordance with the foregoing is



3









 






within 10 days before or after a Regular Distribution Date, then the Escrow Agent shall
request that such requested Final Withdrawal be made on such Regular Distribution Date (the
date of such requested withdrawal, the “Final Withdrawal Date”).


If for any reason the Escrow Agent shall have failed to give the Final Withdrawal Notice to the
Depositary on or before December 26, 2011 and there are unwithdrawn Deposits on such date, the
Final Withdrawal Date shall be deemed to be January 16, 2012.




          Section 1.03. Initial Escrow Amount; Issuance of Escrow Receipts. The Escrow Agent hereby
directs the Underwriters to, and the Underwriters hereby acknowledge that on the date hereof they
shall, irrevocably deliver to the Depositary on behalf of the Escrow Agent, an amount in U.S.
dollars (“Dollars”) and immediately available funds equal to $83,193,000 for deposit on
behalf of the Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit
Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt of such sum from the
Underwriters, to confirm such receipt by executing and delivering to the Pass Through Trustee an
Escrow Receipt in the form of Exhibit A hereto (an “Escrow Receipt”), (a) to be affixed by
the Pass Through Trustee to each Certificate and (b) to evidence the same percentage interest (the
“Escrow Interest”) in the Account Amounts (as defined below) as the Fractional Undivided
Interest in the Pass Through Trust evidenced by the Certificate to which it is to be affixed. The
Escrow Agent shall provide to the Pass Through Trustee for attachment to each Certificate newly
issued under and in accordance with the Pass Through Trust Agreement an executed Escrow Receipt as
the Pass Through Trustee may from time to time request of the Escrow Agent. Each Escrow Receipt
shall be registered by the Escrow Agent in a register (the “Register”) maintained by the
Escrow Agent in the name of the same holder that is the holder of the Certificate to which it is
attached and may not thereafter be detached from such Certificate to which it is to be affixed
prior to the distribution of the Final Withdrawal (the “Final Distribution”). After the
Final Distribution, no additional Escrow Receipts shall be issued and the Pass Through Trustee
shall request the return to the Escrow Agent for cancellation of all outstanding Escrow Receipts.




          Section 1.04. Payments to Receiptholders. All payments and distributions made to holders
of an Escrow Receipt (collectively “Receiptholders”) in respect of the Escrow Receipt shall
be made only from amounts deposited in the Paying Agent Account (as defined below) (“Account
Amounts”). Each Receiptholder, by its acceptance of an Escrow Receipt, agrees that (a) it will
look solely to the Account Amounts for any payment or distribution due to such Receiptholder
pursuant to the terms of the Escrow Receipt and this Agreement (subject to Section 15 hereof) and
(b) it will have no recourse to US Airways, the Pass Through Trustee, the Paying Agent or the
Escrow Agent, except as expressly provided herein or in the Pass Through Trust Agreement. No
Receiptholder shall have any right to vote or in any manner otherwise control the operation and
management of the Paying Agent Account or the obligations of the parties hereto, nor shall anything
set forth herein, or contained in the terms of the Escrow Receipt, be construed so as to constitute
the Receiptholders from time to time as partners or members of an association.




          Section 1.05. Mutilated, Destroyed, Lost or Stolen Escrow Receipt. If (a) any
mutilated Escrow Receipt is surrendered to the Escrow Agent or the Escrow Agent receives evidence
to its satisfaction of the destruction, loss or theft of any Escrow Receipt and (b) there is
delivered to the Escrow Agent and the Pass Through Trustee such security, indemnity or bond,






4









 







as may be required by them to hold each of them harmless, then, absent notice to the Escrow
Agent or the Pass Through Trustee that such destroyed, lost or stolen Escrow Receipt has been
acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the
Uniform Commercial Code in effect in any applicable jurisdiction are met, the Escrow Agent shall
execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Escrow Receipt, a new Escrow Receipt or Escrow Receipts and of like Escrow Interest
in the Account Amounts and bearing a number not contemporaneously outstanding.




          In connection with the issuance of any new Escrow Receipt under this Section 1.05, the Escrow
Agent may require the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the fees and expenses of
the Pass Through Trustee and the Escrow Agent) connected therewith.




          Any duplicate Escrow Receipt issued pursuant to this Section 1.05 shall constitute conclusive
evidence of the appropriate Escrow Interest in the Account Amounts, as if originally issued,
whether or not the lost, stolen or destroyed Escrow Receipt shall be found at any time.




          The provisions of this Section are exclusive and shall preclude (to the extent lawful) all
other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Escrow Receipts.







5









 








          Section 1.06. Additional Escrow Amounts. On the date of any Purchase Withdrawal, the Pass
Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in
accordance with Section 2.4 of the Deposit Agreement.




          Section 1.07. Resignation or Removal of Escrow Agent. Subject to the appointment and
acceptance of a successor Escrow Agent as provided below, the Escrow Agent may resign at any time
by giving 30 days’ prior written notice thereof to the Investors, but may not otherwise be removed
except for cause by the written consent of the Investors with respect to Investors representing
Escrow Interests aggregating not less than a majority in interest in the Account Amounts (an
“Action of Investors”). Upon any such resignation or removal, the Investors, by an Action
of Investors, shall have the right to appoint a successor Escrow Agent. If no successor Escrow
Agent shall have been so appointed and shall have accepted such appointment within 30 days after
the retiring Escrow Agent’s giving of notice of resignation or the removal of the retiring Escrow
Agent, then the retiring Escrow Agent may appoint a successor Escrow Agent. Any successor Escrow
Agent shall be a bank which has an office in the United States with a combined capital and surplus
of at least $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder by a
successor Escrow Agent, such successor Escrow Agent shall enter into such documents as the Pass
Through Trustee shall require and shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Escrow Agent, and the retiring Escrow Agent shall be
discharged from its duties and obligations hereunder. No resignation or removal of the Escrow
Agent shall be effective unless a written confirmation shall have been obtained from each of
Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a Standard & Poor’s
Financial Services LLC business, that the replacement of the Escrow Agent with the successor Escrow
Agent will not result in (a) a reduction of the rating for the Certificates below the then current
rating for the Certificates or (b) a withdrawal or suspension of the rating of the Certificates.




          Section 1.08. Persons Deemed Owners. Prior to due presentment of a Certificate for
registration of transfer, the Escrow Agent and the Paying Agent may treat the Person in whose name
any Escrow Receipt is registered (as of the day of determination) as the owner of such Escrow
Receipt for the purpose of receiving distributions pursuant to this Agreement and for all other
purposes whatsoever, and neither the Escrow Agent nor the Paying Agent shall be affected by any
notice to the contrary.




          Section 1.09. Further Assurances. The Escrow Agent agrees to take such actions, and
execute such other documents, as may be reasonably requested by the Pass Through Trustee in order
to effectuate the purposes of this Agreement and the performance by the Escrow Agent of its
obligations hereunder.




          SECTION 2. Paying Agent.




          Section 2.01. Appointment of Paying Agent. The Escrow Agent hereby irrevocably
appoints and authorizes the Paying Agent to act as its paying agent hereunder, for the benefit of
the Investors, for such specific purposes and with such powers as are specifically delegated to the
Paying Agent by the terms of this Agreement, together with such other powers as are reasonably
incidental thereto. Any and all money received and held by the Paying Agent under this Agreement
or the Deposit Agreement shall be held in the Paying Agent Account for the benefit of the
Investors. The Paying Agent (which term as used in this sentence shall






6









 







include reference to its affiliates and its own and its affiliates’ officers, directors,
employees and agents): (a) shall have no duties or responsibilities except those expressly set
forth in this Agreement, and shall not by reason of this Agreement be a trustee for the Escrow
Agent; (b) shall not be responsible to the Escrow Agent for any recitals, statements,
representations or warranties of any person other than itself contained in this Agreement or for
the failure by the Escrow Agent or any other person or entity (other than the Paying Agent) to
perform any of its obligations hereunder (whether or not the Paying Agent shall have any knowledge
thereof); and (c) shall not be responsible for any action taken or omitted to be taken by it
hereunder or provided for herein or in connection herewith, except for its own willful misconduct
or gross negligence (or simple negligence in connection with the handling of funds).




          Section 2.02. Establishment of Paying Agent Account. The Paying Agent shall establish a
deposit account (the “Paying Agent Account”) at Wilmington Trust Company in the name of the
Escrow Agent. It is expressly understood by the parties hereto that the Paying Agent is acting as
the paying agent of the Escrow Agent hereunder and that no amounts on deposit in the Paying Agent
Account constitute part of the Trust Property.




          Section 2.03. Payments from Paying Agent Account. The Escrow Agent hereby irrevocably
instructs the Paying Agent, and the Paying Agent agrees to act, as follows:





               (a) On each Interest Payment Date (as defined in the Deposit Agreement) or as soon
thereafter as the Paying Agent has confirmed receipt in the Paying Agent Account from the
Depositary of any amount in respect of accrued interest on the Deposits, the Paying Agent
shall distribute out of the Paying Agent Account the entire amount deposited therein by the
Depositary. There shall be so distributed to each Receiptholder of record on the 15th day
(whether or not a Business Day) preceding such Interest Payment Date by check mailed to such
Receiptholder, at the address appearing in the Register, such Receiptholder’s pro rata share
(based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the
total amount of interest deposited by the Depositary in the Paying Agent Account on such
date, except that, with respect to Escrow Receipts registered on the Record Date in the name
of The Depository Trust Company (“DTC”), such distribution shall be made by wire
transfer in immediately available funds to the account designated by DTC.




               (b) Upon the confirmation by the Paying Agent of receipt in the Paying Agent Account
from the Depositary of any amount in respect of the Final Withdrawal, the Paying Agent shall
forthwith distribute the entire amount of the Final Withdrawal deposited therein by the
Depositary. There shall be so distributed to each Receiptholder of record on the 15th day
(whether or not a Business Day) preceding the Final Withdrawal Date by check mailed to such
Receiptholder, at the address appearing in the Register, such Receiptholder’s pro rata share
(based on the Escrow Interest in the Account Amounts held by such Receiptholder) of the
total amount in the Paying Agent Account on account of such Final Withdrawal, except that,
with respect to Escrow Receipts registered on the Record Date in the name of DTC, such
distribution shall be made by wire transfer in immediately available funds to the account
designated by DTC.




               (c) If any payment of interest or principal in respect of the Final Withdrawal is not
received by the Paying Agent within five days of the applicable date



7









 






when due, then it shall be distributed to Receiptholders after actual receipt by the
Paying Agent on the same basis as a Special Payment is distributed under the Pass Through
Trust Agreement.




               (d) The Paying Agent shall include with any check mailed pursuant to this Section any
notice required to be distributed under the Pass Through Trust Agreement that is furnished
to the Paying Agent by the Pass Through Trustee.



          Section 2.04. Withholding Taxes. The Paying Agent shall exclude and withhold from each
distribution of accrued interest on the Deposits (as defined in the Deposit Agreement) and any
amount in respect of the Final Withdrawal any and all withholding taxes applicable thereto as
required by law. The Paying Agent agrees to act as such withholding agent and, in connection
therewith, whenever any present or future taxes or similar charges are required to be withheld with
respect to any amounts payable in respect of the Deposits (as defined in the Deposit Agreement) or
the escrow amounts, to withhold such amounts and timely pay the same to the appropriate authority
in the name of and on behalf of the Receiptholders, that it will file any necessary withholding tax
returns or statements when due, and that, as promptly as possible after the payment thereof, it
will deliver to each such Receiptholder appropriate documentation showing the payment thereof,
together with such additional documentary evidence as such Receiptholder may reasonably request
from time to time. The Paying Agent agrees to file any other information reports as it may be
required to file under United States law.




          Section 2.05. Resignation or Removal of Paying Agent. Subject to the appointment and
acceptance of a successor Paying Agent as provided below, the Paying Agent may resign at any time
by giving 30 days’ prior written notice thereof to the Escrow Agent, but may not otherwise be
removed except for cause by the Escrow Agent. Upon any such resignation or removal, the Escrow
Agent shall have the right to appoint a successor Paying Agent. If no successor Paying Agent shall
have been so appointed and shall have accepted such appointment within 30 days after the retiring
Paying Agent’s giving of notice of resignation or the removal of the retiring Paying Agent, then
the retiring Paying Agent may appoint a successor Paying Agent. Any successor Paying Agent shall
be a bank which has an office in the United States with a combined capital and surplus of at least
$100,000,000. Upon the acceptance of any appointment as Paying Agent hereunder by a successor
Paying Agent, such successor Paying Agent shall enter into such documents as the Escrow Agent shall
require and shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Paying Agent, and the retiring Paying Agent shall be discharged from its
duties and obligations hereunder.




          Section 2.06. Notice of Final Withdrawal. Promptly after receipt by the Paying Agent
of notice that the Escrow Agent has requested a Final Withdrawal or that a Final Withdrawal will be
made, the Paying Agent shall cause notice of the distribution of the Final Withdrawal to be mailed
to each of the Receiptholders at its address as it appears in the Register. Such notice shall be
mailed not less than 15 days prior to the Final Withdrawal Date. Such notice shall set forth:





               (i) the Final Withdrawal Date and the date for determining Receiptholders of
record who shall be entitled to receive distributions in respect of the Final
Withdrawal,



8









 






               (ii) the amount of the payment in respect of the Final Withdrawal for each
$1,000 face amount Certificate (based on information provided by the Pass Through
Trustee) and the amount thereof constituting unused Deposits (as defined in the
Deposit Agreement) and interest thereon, and




               (iii) if the Final Withdrawal 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
Certificate (based on information provided by the Pass Through Trustee).



          Such mailing may include any notice required to be given to Certificateholders in connection
with such distribution pursuant to the Pass Through Trust Agreement.




          SECTION 3. Payments. If, notwithstanding the instructions in Section 4 of the Deposit
Agreement that all amounts payable to the Escrow Agent under the Deposit Agreement be paid by the
Depositary directly to the Paying Agent, the Pass Through Trustee or a Replacement Depositary
(depending on the circumstances), the Escrow Agent receives any payment thereunder, then the Escrow
Agent shall forthwith pay such amount in Dollars and in immediately available funds by wire
transfer to (a) in the case of a payment of accrued interest on the Deposits (as defined in the
Deposit Agreement) or any Final Withdrawal, directly to the Paying Agent Account, (b) in the case
of any Purchase Withdrawal, directly to the Pass Through Trustee or its designee as specified and
in the manner provided in the Applicable Notice of Purchase Withdrawal and (c) in the case of any
Replacement Withdrawal, to the Replacement Depositary as provided in the Replacement Depositary
Agreement. The Escrow Agent 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 amounts payable to the Paying Agent howsoever arising.




          SECTION 4. Other Actions. The Escrow Agent shall take such other actions under or in
respect of the Deposit Agreement (including, without limitation, the enforcement of the obligations
of the Depositary thereunder) as the Investors, by an Action of Investors, may from time to time
request.




          SECTION 5. Representations and Warranties of the Escrow Agent. The Escrow Agent
represents and warrants to US Airways, the Investors, the Paying Agent and the Pass Through Trustee
as follows:





               (i) it is a national banking association duly organized and validly existing in
good standing under the laws of the United States of America;




               (ii) 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, the Deposit Agreement and any Replacement Deposit Agreement;




               (iii) the execution, delivery and performance of each of this Agreement, the
Deposit Agreement and any Replacement Deposit Agreement have been duly authorized by
all necessary corporate action on the part of it and



9









 




do not require any stockholder approval, or approval or consent of any trustee
or holder of any indebtedness or obligations of it, and each such document (other
than a Replacement Deposit 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 or thereof except as such enforceability may be
limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws
or equitable principles of general application to or affecting the enforcement of
creditors’ rights generally (regardless of whether such enforceability is considered
in a proceeding in equity or at law);





               (iv) 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, the Deposit Agreement or any Replacement Deposit Agreement;




               (v) neither the execution, delivery or performance by it of this Agreement, the
Deposit Agreement or any Replacement Deposit Agreement, nor compliance with the
terms and provisions hereof or thereof, 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 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




               (vi) 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 which, if adversely determined, (A) would adversely affect the ability of it
to perform its obligations under this Agreement, the Deposit Agreement or any
Replacement Deposit Agreement or (B) would call into question or challenge the
validity of this Agreement or the Deposit Agreement or the enforceability hereof or
thereof in accordance with the terms hereof or thereof, nor is the Escrow Agent 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 or the Deposit Agreement.



          SECTION 6. Representations and Warranties of the Paying Agent. The Paying Agent
represents and warrants to US Airways, the Investors, the Escrow Agent and the Pass Through Trustee
as follows:







10









 









               (i) it is a Delaware banking company duly organized and validly existing in
good standing under the laws of its jurisdiction of incorporation;




               (ii) 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;




               (iii) the execution, delivery and performance of this Agreement has been duly
authorized by all necessary corporate action on the part of it and does not require
any stockholder approval, or approval or consent of any trustee or holder of any
indebtedness or obligations of it, and such document 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 except as such enforceability may be
limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws
or equitable principles of general application to or affecting the enforcement of
creditors’ rights generally (regardless of whether such enforceability is considered
in a proceeding in equity or at law);




               (iv) 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;




               (v) 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 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




               (vi) 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 which, if adversely determined, (A) would adversely affect the ability of it
to perform its obligations under this Agreement or (B) would call into question or
challenge the validity of this Agreement or the enforceability hereof in accordance
with the terms hereof, nor is the Paying Agent 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.








11









 











          SECTION 7. Indemnification. Except for actions expressly required of the Escrow Agent or
the Paying Agent hereunder, each of the Escrow Agent and the Paying Agent shall in all cases be
fully justified in failing or refusing to act hereunder unless it shall have been indemnified by
the party requesting such action in a manner reasonably satisfactory to it against any and all
liability and expense which may be incurred by it by reason of taking or continuing to take any
such action. In the event US Airways requests any amendment to any Operative Agreement (as defined
in the Note Purchase Agreement), the Pass Through Trustee agrees to pay all reasonable fees and
expenses (including, without limitation, fees and disbursements of counsel) of the Escrow Agent and
the Paying Agent in connection therewith.




          SECTION 8. Amendment, Etc. Upon request of the Pass Through Trustee and approval by
an Action of Investors, the Escrow Agent and Paying Agent shall enter into an amendment to this
Agreement, so long as such amendment does not adversely affect the rights or obligations of the
Escrow Agent or the Paying Agent, provided that upon request of the Pass Through Trustee
and without any consent of the Investors, the Escrow Agent and Paying Agent shall enter into an
amendment to this Agreement for any of the following purposes:





               (1) to correct or supplement any provision in this Agreement which may be defective or
inconsistent with any other provision herein or to cure any ambiguity or correct any mistake
or to modify any other provision with respect to matters or questions arising under this
Agreement, provided that any such action shall not materially adversely affect the
interests of the Investors; or




               (2) to comply with any requirement of the SEC, applicable law, rules or regulations of
any exchange or quotation system on which the Certificates are listed or any regulatory
body; or




               (3) to evidence and provide for the acceptance of appointment under this Agreement of a
successor Escrow Agent, successor Paying Agent or successor Pass Through Trustee.



          SECTION 9. 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 (a) in the case of
the Investors, as their respective addresses shall appear in the Register, (b) 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), (c) in
the case of the Pass Through Trustee, Wilmington Trust Company, 1100 North Market Street,
Wilmington, DE 19890-1605, Attention: Corporate Trust Administration (Telecopier: (302) 636-4140)
or (d) in the case of the Paying Agent, Wilmington Trust Company, 1100 North Market Street,
Wilmington, DE 19890-1605, Attention: Corporate Trust Administration (Telecopier: (302) 636-4140),
in each case with a copy to US Airways, Inc., 111 West Rio Salado Parkway, Tempe, Arizona 85281,
Attention: Vice President and Treasurer 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 other parties). On or prior to the execution
of this Agreement, the Pass Through Trustee has delivered to the Escrow Agent a certificate
containing specimen signatures of the representatives of the Pass Through Trustee who are
authorized to give notices and






12









 







instructions with respect to this Agreement. The Escrow Agent may conclusively rely on such
certificate until the Escrow Agent receives written notice from the Pass Through Trustee to the
contrary.




     The Escrow Agent shall notify the Receiptholders in the event of a default in the payment of
interest on the Deposits when due in accordance with the Deposit Agreement or a default in the
payment of any Final Withdrawal in accordance with the terms of the Deposit Agreement and this
Agreement and shall promptly forward to Receiptholders upon receipt copies of all written
communications relating to any payments due to the Receiptholders in respect of the Deposits.




          SECTION 10. Transfer. No 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 Section 1.07 hereof or (in the case of the Paying Agent) to a successor paying
agent under Section 2.05 hereof, and any purported assignment in violation thereof shall be void.
This Agreement shall be binding upon the parties hereto and their respective successors and (in the
case of the Escrow Agent and the Paying Agent) their respective 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 and obligations of the “Pass
Through Trustee” hereunder and each reference herein to “US Airways Pass Through Trust 2011-1C-O”
shall be deemed to be a reference to “US Airways Pass Through Trust 2011-1C-S”. The parties hereto
hereby acknowledge and consent to the Transfer contemplated by the Assignment and Assumption
Agreement. As used herein, “Transfer” means the transfers of the assets to the Successor
Trust 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; “Successor Trust” means the US Airways Pass Through Trust 2011-1C-S.




          SECTION 11. Entire Agreement. This Agreement sets forth all of the promises, covenants,
agreements, conditions and understandings among the Escrow Agent, the Paying Agent, the
Underwriters and the Pass Through Trustee 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 12. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.




          SECTION 13. Waiver of Jury Trial Right. EACH OF THE ESCROW AGENT, THE PAYING AGENT, THE
INVESTORS AND THE PASS THROUGH TRUSTEE 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.







13









 








          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 Holders. Each Receiptholder shall have the right (individually and
without the need for any other action of any Person, including the Escrow Agent or any other
Receiptholder), upon any default in the payment of interest on the Deposits when due by the
Depositary in accordance with the Deposit Agreement, or upon any default in the payment of the
Final Withdrawal when due by the Depositary in accordance with the terms of the Deposit Agreement
and this Agreement, (i) to proceed directly against the Depositary by making a demand to the
Depositary for the portion of such payment that would have been distributed to such Receiptholder
pursuant to this Agreement or by bringing suit to enforce payment of such portion and (ii) to
enforce any other rights that the Escrow Agent may have in respect of amounts due from the
Depositary under the Deposit Agreement and this Agreement that would have been distributed to such
Receiptholder pursuant to this Agreement. Any recovery on such enforcement action shall belong
solely to the Receiptholder who brought such action, and not to the Escrow Agent or any other
Receiptholder individually or to Receiptholders as a group.









14









 








          IN WITNESS WHEREOF, the Escrow Agent, the Paying Agent, the Underwriters and the Pass Through
Trustee have caused this Escrow and Paying Agent Agreement (Class C) 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	 	 
	 
	 	 	 	 	 	 
	 	 	GOLDMAN, SACHS & CO., CITIGROUP 

GLOBAL MARKETS INC. and

CREDIT SUISSE SECURITIES (USA) LLC,

as representatives of the several Underwriters	 	 
	 
	 	 	GOLDMAN, SACHS & CO.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Goldman, Sachs & Co.
 

(Goldman, Sachs & Co.)
	 	 
	 
	 	 	 	 	 	 
	 	 	CITIGROUP GLOBAL MARKETS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Thomas Bliemel
 

Name: Thomas Bliemel
	 	 
	 

	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	CREDIT SUISSE SECURITIES (USA) LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Thomas L. Smith
 

Name: Thomas L. Smith
	 	 
	 

	 	 	 	Title: Managing Director	 	 






Escrow and Paying Agent Agreement (Class C)




 









 





	 	 	 	 	 	 	 

	 	 	WILMINGTON TRUST COMPANY, not in its

individual capacity, but solely as Pass Through 

Trustee for and on behalf of US Airways Pass 

Through Trust 2011-1C-O	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Robert P. Hines, Jr.
 

Name: Robert P. Hines, Jr.
	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WILMINGTON TRUST COMPANY,

      as Paying Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Robert P. Hines, Jr.
 

Name: Robert P. Hines, Jr.
	 	 
	 

	 	 	 	Title: Assistant Vice President	 	 






Escrow and Paying Agent Agreement (Class C)








 









 








EXHIBIT A




US AIRWAYS 2011-1C ESCROW RECEIPT

No. __




          This Escrow Receipt evidences a fractional undivided interest in amounts (“Account
Amounts”) from time to time deposited on behalf of the holder hereof into a certain paying
agent account (the “Paying Agent Account”) described in the Escrow and Paying Agent
Agreement (Class C) dated as of June 28, 2011 (as amended, modified or supplemented from time to
time, the “Escrow and Paying Agent Agreement”) among Wells Fargo Bank Northwest, National
Association, as Escrow Agent (in such capacity, together with its successors in such capacity, the
“Escrow Agent”), Goldman, Sachs & Co., Citigroup Global Markets Inc. and Credit Suisse
Securities (USA) LLC, as representatives of the several Underwriters, Wilmington Trust Company, as
Pass Through Trustee (in such capacity, together with its successors in such capacity, the
“Pass Through Trustee”) and Wilmington Trust Company, as paying agent (in such capacity,
together with its successors in such capacity, the “Paying Agent”). Capitalized terms not
defined herein shall have the meanings assigned to them in the Escrow and Paying Agent Agreement.




          This Escrow Receipt is issued under and is subject to the terms, provisions and conditions of
the Escrow and Paying Agent Agreement. By virtue of its acceptance hereof the holder of this
Escrow Receipt assents and agrees to be bound by the provisions of the Escrow and Paying Agent
Agreement and this Escrow Receipt.




          This Escrow Receipt represents a fractional undivided interest in amounts deposited from time
to time in the Paying Agent Account, and grants or represents no rights, benefits or interests of
any kind in respect of any assets or property other than such amounts. This Escrow Receipt
evidences the same percentage interest in the Account Amounts as the Fractional Undivided Interest
in the Pass Through Trust evidenced by the Certificate to which this Escrow Receipt is affixed.




          All payments and distributions made to Receiptholders in respect of the Escrow Receipt shall
be made only from Account Amounts deposited in the Paying Agent Account. The holder of this Escrow
Receipt, by its acceptance of this Escrow Receipt, agrees that it will look solely to the Account
Amounts for any payment or distribution due to it pursuant to this Escrow Receipt (or, in case the
Depositary shall default in its obligation to make a payment under the Deposit Agreement that would
be an Account Amount, to the Depositary) and that it will not have any recourse to US Airways, the
Pass Through Trustee, the Paying Agent or the Escrow Agent, except as expressly provided herein or
in the Pass Through Trust Agreement. No Receiptholder of this Escrow Receipt shall have any right
to vote or in any manner otherwise control the operation and management of the Paying Agent
Account, nor shall anything set forth herein, or contained in the terms of this Escrow Receipt, be
construed so as to constitute the Receiptholders from time to time as partners or members of an
association.




          This Escrow Receipt may not be assigned or transferred except in connection with the
assignment or transfer of the Certificate to which this Escrow Receipt is affixed. After payment
to the holder hereof of its Escrow Interest in the Final Distribution, upon the request of






 









 







the Pass Through Trustee, the holder hereof will return this Escrow Receipt to the Pass
Through Trustee.




          The Paying Agent may treat the person in whose name the Certificate to which this Escrow
Receipt is attached as the owner hereof for all purposes, and the Paying Agent shall not be
affected by any notice to the contrary.




          THIS ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.







2









 








          IN WITNESS WHEREOF, the Escrow Agent has caused this Escrow Receipt to be duly executed.




Dated: [__________], 20__




	 	 	 	 	 
	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

     as Escrow Agent

 	 
	 	By	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 




3









 





EXHIBIT B




WITHDRAWAL CERTIFICATE

(Class C)

Wells Fargo Bank Northwest, National Association




as Escrow Agent



Dear Sirs:




          Reference is made to the Escrow and Paying Agent Agreement, dated as of June 28, 2011 (the
“Agreement”). [We hereby certify to you that the conditions to the obligations of the undersigned
to execute a Participation Agreement pursuant to the Note Purchase Agreement have been satisfied]
[We hereby notify you that the Depositary is being replaced in accordance with Section 4(a)(vi) of
the Note Purchase Agreement]. Pursuant to Section [1.02(c)][1.02(d)] of the Agreement, please
execute the attached [Notice of Purchase Withdrawal][Notice of Replacement Withdrawal] and
immediately transmit by facsimile to the Depositary, at [__________], Attention: [__________].




	 	 	 	 	 
	 	Very truly yours,




WILMINGTON TRUST COMPANY,

not in its individual capacity but

solely as Pass Through Trustee

 	 
	 	By 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 


Dated: ____________, 20__