exv4w23






Exhibit 4.23




EXECUTION COPY




 





GUARANTEE




dated as of June 28, 2011



from



US AIRWAYS GROUP, INC.




Six (6) Airbus A321-231 Aircraft

Two (2) Airbus A330-243 Aircraft

One (1) Airbus A320-214 Aircraft




 










 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Section 1. Guarantee
	 	 	1	 
	 
	 	 	 	 
	Section 2. No Implied Third Party Beneficiaries
	 	 	3	 
	 
	 	 	 	 
	Section 3. Waiver; No Set-off; Reinstatement; Subrogation
	 	 	3	 
	 
	 	 	 	 
	Section 4. Amendments, Etc
	 	 	3	 
	 
	 	 	 	 
	Section 5. Payments
	 	 	3	 
	 
	 	 	 	 
	Section 6. Integration; Counterparts; Successors and Assigns; Headings
	 	 	3	 
	 
	 	 	 	 
	Section 7. Notices
	 	 	4	 
	 
	 	 	 	 
	Section 8. No Waivers
	 	 	4	 
	 
	 	 	 	 
	Section 9. Severability
	 	 	4	 
	 
	 	 	 	 
	Section 10. GOVERNING LAW
	 	 	4	 











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GUARANTEE




     GUARANTEE, dated as of June 28, 2011 (as amended, modified or supplemented from time to time,
this “Guarantee”), from US AIRWAYS GROUP, INC., a Delaware corporation (together with its permitted
successors and assigns, the “Guarantor”), to the parties listed in Schedule I hereto (collectively,
together with their successors and permitted assigns, the “Parties”, and, individually, a “Party”).



     WHEREAS, US Airways, Inc., a Delaware corporation (“Owner”), a direct wholly-owned subsidiary
of the Guarantor, has entered into that certain Note Purchase Agreement dated as of June 28, 2011
(the “Note Purchase Agreement”), among Owner, Wilmington Trust Company, as pass through trustee
under each of the Pass Through Trust Agreements (the “Pass Through Trustee”), Wilmington Trust
Company, as Subordination Agent (the “Subordination Agent”), Wells Fargo Bank Northwest, National
Association, as Escrow Agent under each of the Escrow and Paying Agent Agreements, and Wilmington
Trust Company, as Paying Agent under each of the Escrow and Paying Agent Agreements;



     WHEREAS, capitalized terms used but not defined herein shall have the meanings set forth in
the Note Purchase Agreement; and



     WHEREAS, in order to finance the aircraft identified on Schedule II hereto (the “Aircraft”),
Owner will issue the Equipment Notes under the Trust Indentures;



     NOW, THEREFORE, in order to induce the Pass Through Trustee to purchase the Equipment Notes
and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto agree as follows:



     Section 1. Guarantee.



          (a) The Guarantor does hereby acknowledge that it is fully aware of the terms and conditions
of the Trust Indentures, the Participation Agreements, the Equipment Notes and the transactions and
the other documents contemplated thereby, and does hereby irrevocably and fully and unconditionally
guarantee, as primary obligor and not as surety merely, to the Parties, as their respective
interests may appear, the payment by Owner of all payment obligations when due under the Trust
Indentures, the Participation Agreements and the Equipment Notes (such obligations of Owner
guaranteed hereby being hereafter referred to, individually, as a “Guaranteed Obligation” and,
collectively, as the “Guaranteed Obligations”) in accordance with the terms of the Financing
Agreements. The Guarantor does hereby agree that in the event that Owner fails to pay any
Guaranteed Obligation when due for any reason (including, without limitation, the liquidation,
dissolution, receivership, insolvency, bankruptcy, assignment for the benefit of creditors,
reorganization, arrangement, composition or readjustment of, or other similar proceedings affecting
the status, existence, assets or obligations of Owner, or the disaffirmance with respect to Owner
of any Trust Indenture or any other Financing Agreement to which Owner is a party in any such
proceeding) after the date on which such Guaranteed Obligation became due and payable and the
applicable grace period has expired, the Guarantor shall pay or cause to be paid forthwith, upon
the receipt of notice from the Indenture Trustee (such notice to be sent to Owner (to the extent
the Indenture Trustee is not stayed or prevented






 









 







from doing so by operation of law) and the Guarantor) stating that such Guaranteed Obligation
was not paid when due after the applicable grace period has expired and stating the amount of such
Guaranteed Obligation.




          (b) The obligations of the Guarantor hereunder shall not be, to the fullest extent permitted
by law, affected by the genuineness, validity, regularity or enforceability (or lack thereof) of
any of Owner’s obligations under any Trust Indenture or any other Financing Agreement to which
Owner is a party, any amendment, waiver or other modification of any Trust Indenture or such other
Financing Agreement (except that any such amendment or other modification shall be given effect in
determining the obligations of the Guarantor hereunder), or by any substitution, release or
exchange of collateral for or other guaranty of any of the Guaranteed Obligations (except to the
extent that such substitution, release or exchange is not undertaken in accordance with the terms
of the Financing Agreements) without the consent of the Guarantor, or by any priority or preference
to which any other obligations of Owner may be entitled over Owner’s obligations under any Trust
Indenture and the other Financing Agreements to which Owner is a party, or by any other
circumstance that might otherwise constitute a legal or equitable defense to or discharge of the
obligations of a surety or guarantor including, without limitation, any defense arising out of any
laws of the United States of America of any State thereof which would excuse, discharge, exempt,
modify or delay the due or punctual payment and performance of the obligations of the Guarantor
hereunder. Without limiting the generality of the foregoing, it is agreed that the occurrence of
any one or more of the following shall not, to the fullest extent permitted by law, affect the
liability of the Guarantor hereunder: (a) the extension of the time for or waiver of, at any time
or from time to time, without notice to the Guarantor, Owner’s performance of or compliance with
any of its obligations under the Financing Agreements (except that such extension or waiver shall
be given effect in determining the obligations of the Guarantor hereunder), (b) any assignment,
transfer, lease or other arrangement by which Owner transfers possession or loses control of the
use of any Aircraft, (c) any defect in the title, condition, design, operation or fitness for use
of, or damage to or loss or destruction of, any Aircraft, whether or not due to the fault of Owner,
(d) any merger or consolidation of Owner or the Guarantor into or with any other Person, or any
sale, transfer, lease or disposal of any of its assets, (e) any issuance of Additional Series
Equipment Notes or (f) any change in the ownership of any shares of capital stock of Owner.




          (c) This Guarantee is an absolute, present and continuing guaranty of payment and performance
and not of collection and is in no way conditional or contingent upon any attempt to collect from
Owner any unpaid amounts due. The Guarantor specifically agrees, to the fullest extent permitted
by law, that it shall not be necessary or required, and that the Guarantor shall not be entitled to
require, that any Party (i) file suit or proceed to obtain or assert a claim for personal judgment
against Owner for the Guaranteed Obligations, or (ii) make any effort at collection of the
Guaranteed Obligations from Owner, or (iii) foreclose against or seek to realize upon any security
now or hereafter existing for the Guaranteed Obligations, including the Collateral (as defined in
the Trust Indentures), or (iv) file suit or proceed to obtain or assert a claim for personal
judgment against any other Person liable for the Guaranteed Obligations, or make any effort at
collection of the Guaranteed Obligations from any such other Person, or exercise or assert any
other right or remedy to which any Party is or may be entitled in connection with the Guaranteed
Obligations or any security or other guaranty therefor, or (v) assert or file any claim against the
assets of Owner or any other guarantor or other Person






2









 







liable for the Guaranteed Obligations, or any part thereof, before or as a condition of enforcing the
liability of the Guarantor under this Guarantee or requiring payment of said Guaranteed Obligations
by the Guarantor hereunder, or at any time thereafter.




     Section 2. No Implied Third Party Beneficiaries. This Guarantee shall not be deemed
to create any right in any Person except a Party and shall not be construed in any respect to be a
contract in whole or in part for the benefit of any other Person.



     Section 3. Waiver; No Set-off; Reinstatement; Subrogation. The Guarantor waives
notice of the acceptance of this Guarantee and of the performance or nonperformance by Owner,
demand for payment from Owner or any other Person, notice of nonpayment or failure to perform on
the part of Owner, diligence, presentment, protest, dishonor and, to the fullest extent permitted
by law, all other demands or notices whatsoever, other than the request for payment hereunder and
notice provided for in Section 1 hereof. The obligations of the Guarantor shall be absolute and
unconditional and shall remain in full force and effect until satisfaction of all Guaranteed
Obligations and, without limiting the generality of the foregoing, to the extent not prohibited by
applicable law, shall not be released, discharged or otherwise affected by the existence of any
claims, set-off, defense or other rights that the Guarantor may have at any time and from time to
time against any Party, whether in connection herewith or any unrelated transactions. This
Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any
payment of any Guaranteed Obligation is rescinded or must otherwise be returned by any Party upon
the insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution,
liquidation or similar proceeding with respect to Owner or otherwise, all as though such payment
had not been made. The Guarantor, by virtue of any payment hereunder to a Party, shall be
subrogated to such Party’s claim against Owner or any other Person relating thereto;
provided, however, that the Guarantor shall not be entitled to receive payment from
Owner in respect of any claim against Owner arising from a payment by the Guarantor in the event of
any insolvency, bankruptcy, liquidation, reorganization or other similar proceedings relating to
Owner, or in the event of any proceedings for voluntary liquidation, dissolution or other
winding-up of Owner, whether or not involving insolvency or bankruptcy proceedings, in which case
the Guaranteed Obligations shall be paid and performed in full before any payment in respect of a
claim by the Guarantor shall be made by or on behalf of Owner.



     Section 4. Amendments, Etc. No amendment of or supplement to this Guarantee, or
waiver or modification of, or consent under, the terms hereof, shall be effective unless evidenced
by an instrument in writing signed by the Guarantor and each Party against whom such amendment,
supplement, waiver, modification or consent is to be enforced.



     Section 5. Payments. All payments by the Guarantor hereunder in respect of any
Obligation shall be made in Dollars and otherwise as provided in the relevant Trust Indenture, the
relevant Participation Agreement or the relevant Equipment Note in which such Guaranteed Obligation
is contained.



     Section 6. Integration; Counterparts; Successors and Assigns; Headings. This
Guarantee (a) constitutes the entire agreement, and supersedes all prior agreements and
understandings, both written and oral, among the Guarantor and the Parties, with respect to the



3









 




subject matter hereof, (b) may be executed in several counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument, and (c)
shall be binding upon the successors and assigns of the Guarantor and shall inure to the benefit
of, and shall be enforceable by, each of the Parties to the fullest extent permitted by applicable
laws. The headings in this Guarantee are for purposes of reference only, and shall not limit or
otherwise affect the meanings hereof.




     Section 7. Notices. All requests, notices or other communications hereunder shall be
in writing, addressed as follows:


If to the Guarantor:




US Airways Group, Inc.

111 West Rio Salado Parkway

Tempe, Arizona 85281

Attn: Vice President and Treasurer

Attention: Vice President and Treasurer

Facsimile: (480) 693-5886



with a copy to: Deputy General Counsel



Fax: (480) 693-5932



If to a Party:



to the address or telecopy number set forth in the Participation Agreements




     All requests, notices or other communications shall be given in the manner, and shall be
effective at the times and under the terms, set forth in Section 12.7 of the Participation
Agreements.



     Section 8. No Waivers. No failure on the part of any Party to exercise, no delay in
exercising, and no course of dealing with respect to, any right or remedy hereunder will operate as
a waiver thereof; nor will any single or partial exercise of any right or remedy hereunder preclude
any other or further exercise of such right or remedy or the exercise of any other right or remedy.



     Section 9. Severability. To the fullest extent permitted by applicable law, any
provision of this Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or any provision in any other Operative Document, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.



     Section 10. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL



4









 




OBLIGATIONS LAW)). THIS GUARANTEE IS BEING DELIVERED IN NEW YORK, NEW YORK.




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     IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed as of the
day and year first written above.



	 	 	 	 	 
	 	US AIRWAYS GROUP, INC.

 	 
	 	By:  	/s/ Thomas T. Weir
 	 
	 	 	Name:  	Thomas T. Weir 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 


















 








SCHEDULE I

TO GUARANTEE




PARTIES


Wilmington Trust Company, as Indenture Trustee



Wilmington Trust Company, as Pass Through Trustee



Wilmington Trust Company, as Subordination Agent




SCHEDULE I

Page 1


















 








SCHEDULE II

TO GUARANTEE




AIRCRAFT



	 	 	 	 	 	 	 
	U.S. Registration	 	 	 	 	 	Engine Model
	Mark	 	MSN #	 	Aircraft Type	 	Type
	N543UW

	 	4843
	 	Airbus A321-231
	 	V2533-A5
	N544UW
	 	4847
	 	Airbus A321-231
	 	V2533-A5
	N545UW
	 	4850
	 	Airbus A321-231
	 	V2533-A5
	N546UW
	 	4885
	 	Airbus A321-231
	 	V2533-A5
	N284AY
	 	1095
	 	Airbus A330-243
	 	Trent 772-B60
	N285AY
	 	1100
	 	Airbus A330-243
	 	Trent 772-B60
	N534UW
	 	3989
	 	Airbus A321-231
	 	V2533-A5
	N536UW
	 	4025
	 	Airbus A321-231
	 	V2533-A5
	N126UW
	 	4149
	 	Airbus A320-214
	 	CFM56-5B4






SCHEDULE II

Page 1