EXHIBIT 1 - UNDERWRITING AGREEMENT
EXECUTION COPY
US AIRWAYS, INC.
Pass Through Certificates
Series 2000-3, Class G
UNDERWRITING AGREEMENT
October 26, 2000
Morgan Stanley & Co. Incorporated
Credit Lyonnais Securities (USA) Inc.
Deutsche Bank Securities Inc.
SG Cowen Securities Corporation
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Ladies and Gentlemen:
US AIRWAYS, INC., a Delaware corporation (the "Company"),
proposes that State Street Bank and Trust Company of Connecticut, National
Association, as pass through trustee (the "Trustee") under the Class G
Trust, (as defined below) issue and sell to the underwriters named in
Schedule II hereto its pass through certificates in the aggregate principal
amounts and with the interest rates and final distribution dates set forth
on Schedule I hereto (the "Offered Certificates") on the terms and
conditions stated herein and in Schedule III. Concurrently with the
issuance of the Offered Certificates the Company is proposing that the
Trustee under the Class C Trust (as defined below) issue and sell to Airbus
Industrie Financial Services ("AIFS") pursuant to an agreement between the
Company and AIFS (the "Class C Purchase Agreement") its pass through
certificates in the aggregate principal amount and with the interest rate
and final distribution date set forth on Schedule IV hereto (the "Class C
Certificates", together with the Offered Certificates, the "Certificates").
The Certificates will be issued pursuant to the Pass Through
Trust Agreement (the "Basic Agreement") between the Company and the
Trustee, as supplemented with respect to each series of Certificates by a
separate Pass Through Trust Supplement to be dated as of the Closing Date
(as defined below) (individually, a "Series Supplement"), between the
Company and the Trustee (the Basic Agreement as supplemented by each such
Series Supplement being referred to herein individually as the "Pass
Through Agreement"). The Series Supplements are related to the creation and
administration of US Airways Pass Through Trust, Series 2000-3G (the "Class
G Trust") and US Airways Pass Through Trust, Series 2000-3C (the "Class C
Trust"; together with the Class G Trust, the "Trusts").
As used herein, unless the context otherwise requires, the
term "Underwriters" shall mean the firms named as Underwriters in Schedule
II, and the term "you" shall mean the Underwriter or Underwriters, if no
underwriting syndicate is purchasing the Offered Certificates or the
representative or representatives of the Underwriters if an underwriting
syndicate is purchasing the Offered Certificates, as indicated in Schedule
II.
The cash proceeds of the offering of Certificates by each
Trust will be paid to First Security Bank, National Association, as escrow
agent (the "Escrow Agent"), under an Escrow and Paying Agent Agreement
among the Escrow Agent, the Underwriters (in the case of the Offered
Certificates) or AIFS (in the case of the Class C Certificates), the
Trustee and State Street Bank and Trust Company of Connecticut, National
Association, as paying agent (the "Paying Agent"), for the benefit of the
holders of Certificates issued by such Trust (each, an "Escrow Agreement").
The Escrow Agent will deposit such cash proceeds (each, a "Deposit") with
ABN AMRO, N.V., acting through its Chicago branch, (the "Depositary"), in
accordance with a Deposit Agreement relating to the respective Trust (each,
a "Deposit Agreement"), and will withdraw Deposits upon request to allow
the Trustee to purchase Equipment Notes (as defined in the Note Purchase
Agreement referred to herein) from time to time pursuant to a Note Purchase
Agreement to be dated as of the Closing Date (the "Note Purchase
Agreement") among the Company, State Street Bank and Trust Company of
Connecticut, National Association, as Trustee of each of the Trusts, as
Subordination Agent (as hereinafter defined) and as Paying Agent, and the
Escrow Agent. Each Escrow Agent will issue receipts to be attached to each
related Certificate ("Escrow Receipts") representing each holder's
fractional undivided interest in amounts deposited with such Escrow Agent
and will pay to such holders through the related Paying Agent interest
accrued on the Deposits and received by such Paying Agent pursuant to the
related Deposit Agreement at a rate per annum equal to the interest rate
applicable to the corresponding Certificates.
Certain amounts of interest payable on the Certificates will
be entitled to the benefits of separate liquidity facilities. Morgan
Stanley Capital Services, Inc. (the "Liquidity Provider") will enter into a
separate revolving credit agreement with respect to each Trust (each, a
"Liquidity Facility") to be dated as of the Closing Date for the benefit of
the holders of the Certificates. The Liquidity Provider, MBIA Insurance
Corporation, as provider of the Policy referred to below (in such capacity,
the "Policy Provider") and the holders of the Certificates will be entitled
to the benefits of an Intercreditor Agreement to be dated as of the Closing
Date (the "Intercreditor Agreement") among the Trustees, State Street Bank
and Trust Company of Connecticut, National Association, as subordination
agent and trustee thereunder (the "Subordination Agent"), the Policy
Provider and the Liquidity Provider.
Payments of interest on the Offered Certificates will be
supported by a financial guaranty insurance policy (the "Policy") issued by
the Policy Provider to the extent the Liquidity Facility and any funds
contained in the cash collateral account funded from such Liquidity
Facility are insufficient or unavailable for that purpose. The Policy will
also support the payment of the final distribution on the Offered
Certificates and will take effect in certain other circumstances described
in the Intercreditor Agreement and the Policy. The Policy will be issued
pursuant to an insurance and indemnity agreement dated as of the Closing
Date (the "Policy Provider Agreement") among the Policy Provider, the
Company and the Subordination Agent. Under the Intercreditor Agreement, the
Policy Provider will be entitled to reimbursement for amounts paid pursuant
to claims made under the Policy.
The Company has filed with the Securities and Exchange
Commission (the "Commission") a shelf registration statement on Form S-3
(File No. 333-47348) relating to pass through certificates (such
registration statement, in the form in which it became effective (including
the respective exhibits thereto and the respective documents filed by the
Company with the Commission pursuant to the Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission
thereunder (collectively, the "Exchange Act"), that are incorporated by
reference therein, as filed with the Commission on October 5, 2000, and any
further amendments at the date hereof, being herein referred to as the
"Registration Statement") and the offering thereof from time to time in
accordance with Rule 415 of the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder (collectively, the
"Securities Act"). The Registration Statement has been declared effective
by the Commission.
The Company has filed with, or transmitted for filing to, or
shall promptly hereafter file with or transmit for filing to, the
Commission a prospectus supplement (the "Prospectus Supplement")
specifically relating to the Offered Certificates pursuant to Rule 424
under the Securities Act. The term "Basic Prospectus" means the prospectus
included in the Registration Statement. The term "Prospectus" means the
Basic Prospectus together with the Prospectus Supplement. The term
"preliminary prospectus" means a preliminary prospectus supplement
specifically relating to the Offered Certificates, together with the Basic
Prospectus. As used herein, the terms "Basic Prospectus", "Prospectus" and
"preliminary prospectus" shall include in each case the documents, if any,
incorporated by reference therein. The terms "supplement", "amendment" and
"amend" as used herein shall include all documents deemed to be
incorporated by reference in the Prospectus that are filed subsequent to
the date of the Basic Prospectus by the Company with the Commission
pursuant to the Exchange Act.
Capitalized terms not otherwise defined in this Agreement
shall have the meanings specified therefor in the Pass Through Agreements,
the Note Purchase Agreement or the Intercreditor Agreement referred to in
the Pass Through Agreement; provided that, as used in this Agreement, the
term "Operative Documents" shall mean the Class C Purchase Agreement, the
Deposit Agreements, the Escrow Agreements, the Intercreditor Agreement, the
Liquidity Facilities, the Policy, the Policy Provider Agreement, the
Indemnification Agreement dated the date hereof (the "Indemnification
Agreement") among the Company, the Policy Provider and the Underwriters,
the Indentures, the Leases, the Note Purchase Agreement, the Participation
Agreements, the Trust Agreements and the Pass Through Agreements. As used
herein the term "Financing Agreements" shall mean with respect to each
Aircraft the related FAA Bill of Sale, Trust Indenture and Lease (each as
defined in the Participation Agreements).
1. Representations and Warranties. The Company represents
and warrants to, and agrees with, you and each Underwriter named in
Schedule II that as of the date hereof:
(a) The Registration Statement and the Prospectus comply as
to form and, as amended or supplemented, if applicable, will comply
as to form in all material respects with the Securities Act and the
applicable rules and regulations of the Commission thereunder.
The Registration Statement, at the time it became
effective, did not contain, and the Registration Statement, as
amended or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, not misleading;
the Prospectus, as of the date hereof does not contain, and will
not contain for so long as you are required to deliver a Prospectus
in connection with sales or solicitations of offers to purchase the
Offered Certificates, an untrue statement of a material fact or
omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the
representations and warranties in this subsection (a) shall not
apply to (i) statements in or omissions from the Registration
Statement or the Prospectus made in reliance upon and in conformity
with information relating to any Underwriter furnished to the
Company in writing by such Underwriter through Morgan Stanley & Co.
Incorporated ("Morgan") expressly for use in the Registration
Statement or Prospectus, (ii) that part of the Registration
Statement which constitutes the Statement of Eligibility of Trustee
on Form T-1 or (iii) statements in or omissions from the Prospectus
made with respect to information relating to the Policy Provider.
The Registration Statement has become effective. No stop
order suspending the effectiveness of the Registration Statement
has been issued and no proceedings for that purpose have been
initiated or threatened by the Commission.
(b) The documents incorporated by reference in the
Prospectus, at the time they were or hereafter are filed with the
Commission, complied and will comply in all material respects with
the requirements of the Exchange Act, and, when read together and
with the other information in the Prospectus, did not and will not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances
under which they were or are made, not misleading; provided,
however, that the representations and warranties in this subsection
(b) shall not apply to documents incorporated by reference in the
Prospectus relating to the Policy Provider.
(c) The accountants who certified the financial statements
pertaining to the Company included or incorporated by reference in
the Registration Statement or Prospectus are independent public
accountants as required by the Securities Act.
(d) Neither the Company nor the Class G Trust is an
"investment company", within the meaning of the Investment Company
Act of 1940, as amended (the "Investment Company Act"); and after
giving effect to the offering and sale of the Offered Certificates
and the application of the proceeds thereof as described in the
Prospectus, the Class G Trust will not be, and the escrow
arrangements relating to the Class G Trust contemplated by the
respective Escrow Agreement will not result in the creation of, an
"investment company", as defined in the Investment Company Act.
(e) The Company has complied with all provisions of Section
517.075, Florida Statutes (Chapter 92-198, Laws of Florida) or is
exempt therefrom.
(f) The execution and delivery by the Company of this
Agreement, each Pass Through Agreement and the other Operative
Documents to which the Company is or will be a party, the
consummation by the Company of the transactions contemplated herein
and therein and in the Prospectus and compliance with the terms
hereof and thereof do not and will not result in any violation of
the charter or by-laws of the Company and do not and will not
conflict with or violate, or result in a breach of any of the terms
or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance upon any
property or assets of the Company under (i) any indenture, mortgage
or loan agreement, or any other agreement or instrument to which
the Company is a party or by which it may be bound or to which any
of its properties may be subject (except for such conflicts,
breaches, violations, defaults, liens, charges or encumbrances
that, individually or in the aggregate, would not have a material
adverse effect on the financial condition or on the earnings or
business affairs of the Company and its subsidiaries considered as
a single entity), (ii) any existing applicable law, rule or
regulation or (iii) any judgment, order or decree of any
government, governmental instrumentality or court, domestic or
foreign, having jurisdiction over the Company or any of its
properties.
(g) No authorization, approval, consent, license, order of
or registration or filing with, or the giving of notice to, any
government, governmental instrumentality or court, domestic or
foreign, or other regulatory body or authority (other than with
respect to the effectiveness of the Registration Statement under
the 1933 Act of the qualification of the Pass Through Agreements
under Trust Indenture Act of 1939, as amended, and the rules and
regulations of the Commission thereunder (the "1939 Act") and other
than with respect to the securities or Blue Sky laws of the various
states) is required to be obtained or made by the Company for the
valid authorization, execution, delivery and performance by the
Company of this Agreement or any of the Operative Documents to
which the Company is or will be a party or the consummation of the
transactions contemplated by this Agreement or any such Operative
Documents, except such as may be required under (i) the securities
or Blue Sky laws of the various states or (ii) the Transportation
Code and the Uniform Commercial Code as in effect in Utah and
Virginia, which filings or recordings referred to in this clause
(ii), with respect to any particular set of Financing Agreements,
shall have been made or duly presented for filing or recordation in
all material respects or shall be in the process of being duly
filed or filed for recordation in all material respects, on or
prior to the applicable Delivery Date (as defined in the
Participation Agreements) for the Aircraft related to such
Financing Agreements.
(h) This Agreement has been duly authorized by all
necessary corporate action and duly executed and delivered by the
Company. The Operative Documents to which the Company will be a
party will be duly executed and delivered by the Company on or
prior to the Closing Date or the applicable Delivery Date (as
defined in the Participation Agreements), as the case may be.
(i) The Operative Documents to which the Company is or will
be a party have been duly authorized by all necessary corporate
action, will each be substantially in the form heretofore supplied
to you and will constitute, when duly executed and delivered by the
Company (assuming that such Operative Documents constitute valid
and binding obligations of each other party thereto), valid and
binding obligations of the Company, enforceable against the Company
in accordance with their terms, except to the extent that
enforceability thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and
(ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
The Basic Agreement as executed is substantially in the form filed
as an exhibit to the Registration Statement and has been duly
qualified under the 1939 Act. The Certificates and the Operative
Documents to which the Company is, or is to be, a party will
conform in all material respects to the descriptions thereof in the
Prospectus.
(j) When executed, issued, authenticated and delivered
pursuant to the provisions of the Pass Through Agreements and sold
and paid for as provided in this Agreement and the Class C Purchase
Agreement, the Certificates will constitute valid and legally
binding obligations of the Trustee enforceable in accordance with
their terms, except to the extent that enforceability thereof may
be limited by (i) bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally and (ii) general principles
of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity); and the Certificates will be
entitled to the benefits provided by such Pass Through Agreements.
When executed, authenticated, issued and delivered in the manner
provided for in the related Escrow Agreement, the Escrow Receipts
will be legally and validly issued and will be entitled to the
benefits of the related Escrow Agreement.
(k) The Equipment Notes to be issued under each applicable
Indenture, when duly executed and delivered by the related Owner
Trustee or the Company, as the case may be, and duly authenticated
by the Indenture Trustee in accordance with the terms of such
Indenture, will be duly issued under such Indenture and will
constitute the valid and binding obligations of such Owner Trustee
or the Company, as the case may be, enforceable in accordance with
their terms, except that enforceability thereof may be limited by
(i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors'
rights generally and (ii) general principles of equity (regardless
of whether enforceability is considered in a proceeding at law or
in equity); and the Holders thereof will be entitled to the
benefits of such Indenture.
(l) No Appraiser nor the Policy Provider is an affiliate of
the Company or has a substantial interest, direct or indirect, in
the Company. None of the officers and directors of any of the
Appraisers or of the Policy Provider is connected with the Company
or any of its affiliates as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing
similar functions.
(m) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the
Securities Act, when so filed complied as to form in all material
respects with the Securities Act.
The parties agree that any certificate signed by a duly
authorized officer of the Company and delivered to an Underwriter, or to
counsel for the Underwriters, on the Closing Date and in connection with
this Agreement or the offering of the Certificates, shall be deemed a
representation and warranty by (and only by) the Company to the
Underwriters as to the matters covered thereby.
2. Purchase and Delivery. (a) On the basis of the
representations, warranties and agreements herein contained, but subject to
the terms and the conditions herein set forth and in Schedule III, the
Company agrees to cause the Trustee to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the
Trustee, at the purchase price specified in Schedule I, the respective
amounts of the Offered Certificates set forth opposite the name of such
Underwriter in Schedule II. Concurrently with the issuance of the Offered
Certificates, the Escrow Agent shall issue and deliver to the Trustee the
Escrow Receipts in accordance with the terms of the related Escrow
Agreement, which Escrow Receipts shall be attached to the related
Certificates.
(b) The Company is advised by you that the Underwriters
propose to make a public offering of the Offered Certificates as soon after
this Agreement has been entered into as in your judgment is advisable as
set forth in the Prospectus.
(c) As compensation to the Underwriters for their respective
commitments and obligations hereunder in respect of the Offered
Certificates, including their respective undertakings to distribute the
Offered Certificates, the Company will pay to you for the accounts of the
Underwriters the amount set forth in Schedule III hereto, which amount
shall be allocated among the Underwriters in the manner determined by you.
Such payment will be made on the Closing Date simultaneously with the
issuance and sale of the Offered Certificates (with the related Escrow
Receipts attached) to the Underwriters. Payment of such compensation shall
be made by wire transfer of immediately available funds.
(d) Delivery of and payment of the purchase price for the
Offered Certificates to be purchased by the Underwriters (with attached
Escrow Receipts) shall be made at the offices of Skadden, Arps, Slate,
Meagher & Flom, LLP, 4 Times Square, New York, NY 10036 (or at such other
place as shall be agreed upon by you and the Company) at 10:00 A.M., New
York City time, on the seventh business day following the date hereof or
such other date, time and place as may be agreed upon by the Company and
you (such date and time of delivery and payment for the Offered
Certificates (with attached Escrow Receipts) being herein called the
"Closing Date"). Delivery of the Offered Certificates (with attached Escrow
Receipts) issued by the Class G Trust shall be made to your account at The
Depository Trust Company ("DTC") for the respective accounts of the several
Underwriters against payment by the Underwriters of the purchase price
thereof by wire transfer of immediately available funds to the accounts and
in the manner specified in the related Escrow Agreement. The Offered
Certificates (with attached Escrow Receipts) shall be in the form of one or
more fully registered global certificates, and shall be deposited with the
Trustee as custodian for DTC and registered in the name of Cede & Co.
(e) The Company agrees to have the Offered Certificates
(with attached Escrow Receipts) available for inspection and checking by
you in New York, New York not later than 1:00 P.M. on the business day
prior to the Closing Date.
3. Conditions to Closing. The several obligations of the
Underwriters to purchase and pay for the Offered Certificates pursuant to
this Agreement are subject to the accuracy of and compliance with the
representations and warranties of the Company contained herein as of the
date hereof and the Closing Date, to the accuracy of the statements of the
officers of the Company made in any certificate furnished pursuant to the
provisions hereof, to the performance by the Company of its covenants and
other obligations hereunder and to the following further conditions:
(a) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date, there shall not have
occurred any downgrading in the rating accorded any of the
securities of the Company by Moody's Investors Service, Inc. or
Standard & Poor's Ratings Service, nor shall any notice have been
given of (i) any intended or potential downgrading or (ii) any
review or possible change in such rating.
(b) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date, there shall not have
occurred any material adverse change, or any development reasonably
likely to result in a material adverse change, in the financial
condition or in the earnings or business affairs of the Company
from that set forth or contemplated in the preliminary prospectus,
that, in your judgment, makes it impracticable to market the
Offered Certificates on the terms and in the manner contemplated in
the Prospectus.
(c) You shall have received on the Closing Date a
certificate, dated the Closing Date and signed by a Vice President,
Treasurer or Assistant Treasurer of the Company, to the effect (i)
that no event set forth in clause (a) above has occurred, (ii) that
the representations and warranties of the Company contained herein
are true and correct as of the Closing Date (except to the extent
that a representation or warranty expressly relates to an earlier
or later date, in which case it will be true and correct as of such
date), (iii) that there shall not have occurred any material
adverse change, or any development reasonably likely to result in a
material adverse change, in the financial condition or in the
earnings or business affairs of the Company from that set forth or
contemplated in the Prospectus, and (iv) that the Company shall
have performed in all material respects all of its obligations to
be performed hereunder on or prior to the Closing Date. The officer
signing and delivering such certificate may rely on the best of his
or her knowledge.
(d) You shall have received on the Closing Date an opinion,
dated the Closing Date, from the General Counsel, Deputy General
Counsel or Associate General Counsel of the Company, in form
satisfactory to you and your counsel, to the effect that:
(i) The Company has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of Delaware and has all necessary
corporate power and authority under such laws to own its
properties, to conduct its business as described in the
Prospectus, to enter into this Agreement and each of the
Operative Documents to which it is a party and to perform
its obligations hereunder and thereunder (except where the
failure to have such power or authority would not have a
material adverse effect on the Company); and the Company is
duly qualified to transact business as a foreign corporation
in good standing in each jurisdiction in which its ownership
of property or the conduct of its business requires such
qualification (except where the failure to so qualify would
not have a material adverse effect upon the Company);
(ii) The Company is an "air carrier" and a "citizen
of the United States" withinthe meaning of the
Transportation Code, and holds an air carrier operating
certificate issued pursuant to chapter 447 of Title 49 of
the United States Code; the descriptions in the Registration
Statement and the Prospectus with respect to statutes,
contracts, administrative orders and regulations and legal
and governmental proceedings are accurate and fairly
summarize the information required to be shown; and there
are, to the best of such counsel's knowledge, no statutes,
administrative orders or regulations or pending or
threatened legal or governmental proceedings required to be
described in the Registration Statement or the Prospectus
which are not described as required, nor any contracts or
documents of a character required to be described or
referred to in the Registration Statement or the Prospectus,
or to be filed as exhibits to the Registration Statement,
that are not so described, referred to or filed as required;
(iii) The statements in the Prospectus as to the
routes that the Company presently operates or is authorized
to operate are correct in all material respects. Except as
disclosed in the Prospectus, no action or proceeding has
been instituted or to such counsel's knowledge, has been
threatened by the United States Department of
Transportation, the Federal Aviation Administration or the
aeronautical authorities of any other country that would
impair the Company's ability to operate such routes;
(iv) This Agreement has been duly authorized,
executed and delivered by the Company;
(v) No authorization, approval, consent, license,
order of, or registration with, or the giving of notice to,
any government, governmental instrumentality, or court,
domestic or foreign, or other regulatory body or authority
(other than with respect to the effectiveness of the
Registration Statement under the 1933 Act or the
qualification of the Basic Agreement under the 1939 Act and
other than with respect to the securities or Blue Sky laws
of the various states and with respect to any registration,
filing or recording that may be required under the
Transportation Code and the Uniform Commercial Code as in
effect in various jurisdictions) is required to be obtained
or made by the Company for the valid authorization,
issuance, sale and delivery of the Certificates and the
Equipment Notes relating thereto or for the valid
authorization, execution, delivery and performance by the
Company of this Agreement and each of the Operative
Documents to which the Company is a party or the
consummation of the transactions contemplated by this
Agreement and such Operative Documents;
(vi) The execution and delivery by the Company of
this Agreement and the Operative Documents to which the
Company is or will be a party, the issuance and sale of the
Certificates and the related Equipment Notes, the issuance
of the Escrow Receipts attached to the Certificates, the
consummation by the Company of the transactions contemplated
herein and therein and in the Prospectus and compliance with
the terms hereof and thereof do not and will not result in
any violation of the charter or by-laws of the Company and
do not and will not conflict with or violate, or result in a
breach of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets
of the Company under (A) any indenture, mortgage or loan
agreement, or any other agreement or instrument known to
such counsel, to which the Company is a party or by which
either it be bound or to which any of its properties may be
subject (except for such conflicts, breaches, defaults,
violations, liens, charges or encumbrances that,
individually or in the aggregate, would not have a material
adverse effect on the financial condition or on the earnings
or business affairs of the Company and its subsidiaries
considered as a single entity), (B) any existing applicable
law, rule or regulation (other than the securities or Blue
Sky laws of the various states, as to which such counsel
need express no opinion) or (C) any judgment, order or
decree known to such counsel of any government, governmental
instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any of its properties;
(vii) No default exists in the performance or
observance of any material obligation, agreement, covenant
or condition contained in any contract, indenture, loan
agreement, note, lease or other agreement or instrument that
is described or referred to in the Registration Statement or
the Prospectus or filed as an exhibit to the Registration
Statement;
(viii) Except as disclosed in the Prospectus, there
is no action, suit or proceeding before or by any
government, governmental instrumentality or court, domestic
or foreign, now pending or, to the knowledge of such
counsel, threatened against or affecting the Company that
might reasonably be expected to result in any material
adverse change in the financial condition or in the earnings
or business affairs of the Company, or that could adversely
affect the consummation of the transactions contemplated by
this Agreement or any of the other Operative Documents to
which the Company is a party; and
(ix) Such counsel has participated in the
preparation of the Registration Statement, the Prospectus
and the documents incorporated by reference in the
Prospectus and such counsel has no reason to believe (A)
that the Registration Statement or any amendment thereto
(except for the financial statements and other financial or
statistical data included or incorporated by reference
therein or omitted therefrom, and except for the Statement
of Eligibility on Form T-1 of the Trustee, as to which such
counsel need express no opinion), at the time the
Registration Statement became effective, contained and, as
of the date such opinion is delivered, contains any untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading, or (B) that the
Prospectus or any amendment or supplement thereto (except
for (1) the financial statements and other financial or
statistical data included or incorporated by reference
therein or omitted therefrom and (2) statements in or
omissions from the Prospectus made with respect to
information relating to the Policy Provider, as to both of
which such counsel need express no opinion), at the time the
Prospectus was issued, at the time any amended or
supplemented Prospectus was issued or as of the Closing
Date, contained or contains any untrue statement of a
material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not
misleading.
(e) You shall have received on the Closing Date an opinion,
dated the Closing Date, of Skadden, Arps, Slate, Meagher & Flom
LLP, counsel for the Company, in form and substance reasonably
satisfactory to you and substantially to the effect set forth in
Exhibit A hereto.
(f) You shall have received on the Closing Date an opinion
of Bingham Dana, LLP, counsel for State Street Bank and Trust
Company of Connecticut, National Association, individually and as
Trustee, Subordination Agent and Paying Agent, dated the Closing
Date, in form and substance reasonably satisfactory to you and
substantially to the effect set forth in Exhibit B hereto.
(g) You shall have received on the Closing Date an opinion
of Ray, Quinney & Nebeker, counsel for the Escrow Agent, dated the
Closing Date, in form and substance reasonably satisfactory to you
and substantially to the effect set forth in Exhibit C hereto.
(h) You shall have received on the Closing Date an opinion
of Shearman & Sterling, counsel for the Liquidity Provider, dated
the Closing Date, in form and substance reasonably satisfactory to
you and substantially to the effect set forth in Exhibit D hereto.
(i) You shall have received on the Closing Date the opinion
of Vedder, Price, Kaufman & Kammholz, special U.S. counsel for the
Depositary for the Trusts, dated the Closing Date, in form and
substance reasonably satisfactory to you and substantially to the
effect set forth in Exhibit E hereto.
(j) You shall have received on the Closing Date the opinion
of Clifford Chance, Dutch counsel for the Depositary for the
Trusts, dated the Closing Date, in form and substance reasonably
satisfactory to you and substantially to the effect set forth in
Exhibit F hereto.
(k) You shall have received the opinion, dated as of the
Closing Date, of the General Counsel for the Policy Provider, in
form and substance reasonably satisfactory to you and substantially
to the effect set forth in Exhibit G.
(l) You shall have received the opinion of Shaw Pittman,
special counsel to the Policy Provider, dated as of the Closing
Date, in form and substance reasonably satisfactory to you and
substantially to the effect set forth in Exhibit H.
(m) You shall have received on the Closing Date an opinion
of Milbank, Tweed, Hadley & McCloy LLP, as counsel for the
Underwriters, dated as of the Closing Date, with respect to the
issuance and sale of the Offered Certificates, the Registration
Statement, the Prospectus and other related matters as the
Underwriters may reasonably require.
(n) On the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued
under the Securities Act and no proceedings therefor shall have
been instituted or threatened by the Commission.
(o) Each of the Appraisers shall have furnished to the
Underwriters a letter from such Appraiser, addressed to the Company
and dated the Closing Date, confirming that such Appraiser and each
of its directors and officers (i) is not an affiliate of the
Company or any of its affiliates, (ii) does not have any
substantial interest, direct or indirect, in the Company or any of
its affiliates and (iii) is not connected with the Company or any
of its affiliates as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.
(p) At the Closing Date, each of the Operative Documents
(other than the Indentures, Leases and Participation Agreements)
shall have been duly executed and delivered by each of the parties
thereto; the representations and warranties of the Company
contained in each of such executed Operative Documents shall be
true and correct in all material respects as of the Closing Date
(except to the extent that they relate solely to an earlier or
later date, in which case they shall be true and correct as of such
earlier or later date) and the Underwriters shall have received a
certificate of the President or a Vice President of the Company,
dated as of the Closing Date, to such effect.
(q) On the Closing Date, the Offered Certificates shall be
rated "AAA" by Standard & Poor's Ratings Service and "Aaa" by
Moody's Investors Service, Inc.
(r) The Underwriters shall have received on each of the
date of this Agreement and the Closing Date, a letter dated the
date hereof or the Closing Date, as the case may be, in form and
substance satisfactory to the Underwriters, from the Company's
independent public accountants, containing statements and
information of the type ordinarily included in accountants'
"comfort letters" to underwriters with respect to the financial
statements and certain other financial or statistical data and
certain financial information contained in or incorporated by
reference into the Registration Statement and the Prospectus.
(s) The Class C Certificates (with attached Escrow
Receipts) in the amount and containing the terms described in the
Prospectus shall be concurrently issued and purchased.
4. Covenants of the Company. The Company covenants with each
Underwriter as follows:
(a) The Company has prepared a preliminary prospectus, and
immediately following the execution of this Agreement, the Company
will prepare a Prospectus Supplement in connection with the
offering of the Offered Certificates. The Company will promptly
transmit copies of the Prospectus Supplement to the Commission for
filing pursuant to Rule 424 under the Securities Act.
(b) The Company will notify you promptly (i) of the
effectiveness of any amendment to the Registration Statement, (ii)
of the transmittal to the Commission for filing of any supplement
to the Prospectus or any document to be filed pursuant to the
Exchange Act which will be incorporated by reference in the
Prospectus, (iii) of the receipt of any comments from the
Commission with respect to the Registration Statement, the
Prospectus or the Prospectus Supplement relating in any way to the
offer and sale of the Offered Certificates, (iv) of any request by
the Commission for any amendment to the Registration Statement or
any amendment or supplement to the Prospectus or for additional
information and (v) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or
the initiation of any proceedings for that purpose.
(c) The Company will give you notice of its intention to
file or prepare any amendment to the Registration Statement or any
amendment or supplement to the Prospectus, whether by the filing of
documents pursuant to the Exchange Act, the Securities Act or
otherwise, and will furnish you with copies of any such amendment
or supplement or other documents proposed to be filed or prepared a
reasonable time in advance of such proposed filing or preparation,
as the case may be.
(d) The Company will deliver to you as many signed and
conformed copies of the Registration Statement (as originally
filed) and of each amendment thereto (including exhibits filed
therewith or incorporated by reference therein and documents
incorporated by reference in the Prospectus) as you may reasonably
request. The Company will furnish to you, without charge, as many
copies of the Prospectus and any supplements and amendments thereto
as you may reasonably request so long as you are required to
deliver a Prospectus in connection with sales or solicitations of
offers to purchase the Offered Certificates.
(e) If, during the period after the first date of the
public offering of the Offered Certificates as in the written
opinion of counsel for the Underwriters (which counsel shall be
reasonably acceptable to the Company, provided that Milbank, Tweed,
Hadley & McCloy LLP shall be acceptable to the Company) the
Prospectus is required by the Securities Act to be delivered in
connection with sales of the Offered Certificates by an Underwriter
or dealer any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus in
order that the Prospectus will not include an untrue statement of a
material fact or omit to state any material fact necessary in order
to make the statements therein in the light of the circumstances
existing at the time it is delivered to a purchaser, not misleading
or if it shall be necessary, at any such time to amend or
supplement the Registration Statement or the Prospectus in order to
comply with the requirements of the Securities Act or the rules and
regulations of the Commission thereunder, the Company will promptly
prepare and file with the Commission such amendment or supplement,
whether by filing documents pursuant to the Exchange Act, the
Securities Act or otherwise, as may be necessary to correct such
untrue statement or omission or to make the Registration Statement
and Prospectus comply with such requirements.
(f) The Company will endeavor to qualify the Offered
Certificates for offer and sale under the securities or Blue Sky
laws of such jurisdictions as you shall reasonably request and to
maintain such qualification for as long as you shall reasonably
request (provided, however, that the Company shall not be obligated
to file any general consent to service of process or to qualify as
a foreign corporation or to subject itself to taxation as doing
business in any jurisdiction in which it is not otherwise required
to be so qualified) and to pay all expenses (including reasonable
fees and disbursements of counsel) in connection with such
qualification and in connection with the determination of the
eligibility of the Offered Certificates for investment under the
laws of such jurisdictions as you may designate, as well as all
reasonable expenses payable in connection with the review (if any)
of the offering of the Offered Certificates by the National
Association of Securities Dealers, Inc. (including any filing fees
and reasonable fees and expenses of counsel for the Underwriters in
connection therewith).
(g) Whether or not any sale of such Offered Certificates is
consummated, the Company will pay or cause to be paid all expenses
incident to the performance of its obligations under this
Agreement, including: (i) the preparation and filing of any and all
amendments to the Registration Statement and any and all amendments
to the Prospectus; (ii) the filing of this Agreement; (iii) the
preparation, issuance and delivery of the Offered Certificates;
(iv) the reasonable fees and disbursements of the Company's
accountants and counsel, of the Trustee, the Policy Provider, the
Subordination Agent, each Liquidity Provider, each Depositary, the
Escrow Agent, the related Owner Trustees and the Indenture Trustee
and their respective counsel, and of any registrar, paying agent
and authenticating agent; (v) the qualification of the Offered
Certificates under securities laws in accordance with the
provisions of Section 4(f), including filing fees and the
reasonable fees and disbursements of counsel to the Underwriters in
connection therewith and in connection with the preparation of any
Blue Sky Survey and any Legal Investment Survey; (vi) the
preparation and delivery to the Underwriters of copies of the Pass
Through Agreements and the other Operative Documents, including all
expenses incident to the performance of the Company's obligations
under the Pass Through Agreements, Participation Agreements,
Indentures, Leases and each of the other agreements and instruments
referred to in the Indentures and Participation Agreements; (vii)
any fees charged by rating agencies for the rating of the Offered
Certificates; (viii) any fees charged by the Appraisers for the
preparation and delivery of the appraisal letters; and (ix) all
other costs and expenses incident to the performance of the
obligations of the Company hereunder for which provision is not
otherwise made in this Section.
(h) The Company will not, during the period beginning on
the date of this Agreement and continuing to the Closing Date,
offer or sell, or enter into any agreement to sell, any equipment
notes, pass through certificates, equipment trust certificates or
equipment purchase certificates secured by aircraft owned or leased
by the Company (or rights relating thereto), other than the Class C
Certificates and the Equipment Notes relating thereto, without the
prior written consent of the Underwriters.
(i) The Company, during the period when the Prospectus is
required to be delivered under the Securities Act, will file
promptly all documents required to be filed with the Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(j) The Company will make generally available to its
securities holders and you as soon as practicable (but in any event
not later than 45 days) after the close of the period covered
thereby, an earnings statement (which shall satisfy the provisions
of Section 11(a) under the Securities Act) covering each
twelve-month period beginning, in each case, not later than the
first day of the Company's first full fiscal quarter after the date
of this Agreement.
5. Indemnification and Contribution. (a) The Company agrees
to indemnify and hold harmless each Underwriter, and each person, if any,
who controls such Underwriter within the meaning of either Section 15 of
the Securities Act or Section 20 of the Exchange Act, from and against any
and all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus
or the Prospectus (as amended or supplemented if the Company shall have
furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein in the light of the
circumstances under which they were made not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to: (i) any Underwriter furnished to the Company in
writing by such Underwriter through Morgan expressly for use therein; and
(ii) the Policy Provider; provided, however, that the foregoing indemnity
agreement, with respect to any Preliminary Prospectus shall not inure to
the benefit of any Underwriter from whom the person asserting any such
losses, claims, damages or liabilities purchased Offered Certificates, or
any person controlling such Underwriter, if a copy of the Prospectus (as
then amended or supplemented if the Company shall have furnished any
amendments or supplements thereto) was not sent or given by or on behalf of
such Underwriter to such person, if required by law so to have been
delivered, at or prior to the written confirmation of the sale of the
Offered Certificates to such person, and if the Prospectus (as so amended
or supplemented) would have cured the defects giving rise to such losses,
claims, damages or liabilities.
(b) Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who
sign the Registration Statement and each person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Underwriter, but only with reference to
information relating to such Underwriter furnished to the Company in
writing by such Underwriter through Morgan expressly for use in the
Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) above, such
person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing and
the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in
such proceeding and shall pay the reasonable fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the reasonable
fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified
party shall have agreed to the retention of such counsel or (ii) the named
parties to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the
indemnifying party shall not, in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the reasonable fees and
expenses of more than one firm (in addition to any local counsel) for all
such indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in writing
by Morgan in the case of parties indemnified pursuant to paragraph (a)
above and by the Company in the case of parties indemnified pursuant to
paragraph (b) above. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the
plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or
judgment. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been
a party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter
of such proceeding and does not include a statement as to or an admission
of fault, culpability or failure to act by or on behalf of any indemnified
party.
(d) To the extent the indemnification provided for in
paragraph (a) or (b) of this Section 5 is unavailable to an indemnified
party or insufficient in respect of any losses, claims, damages or
liabilities, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on
the one hand, and the Underwriters, on the other hand, from the offering of
the Offered Certificates or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company on the one hand and
the Underwriters on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and the Underwriters on the other
hand in connection with the offering of the Offered Certificates shall be
deemed to be in the same respective proportions as the net proceeds from
the offering of such Offered Certificates (before deducting expenses)
received by the Trusts and the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in (or in the notes
to) the table on the cover of the Prospectus, bear to the aggregate
offering price of the Offered Certificates. The relative fault of the
Company on the one hand and of the Underwriters on the other hand shall be
determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company or by the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement
or omission. The Underwriters' respective obligations to contribute
pursuant to this Section 5 are several in proportion to the respective
principal amount of Offered Certificates they have purchased hereunder, and
not joint.
(e) The Company and the Underwriters agree that it would not
be just or equitable if contribution pursuant to this Section 5 were
determined by pro rata allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph
(d) above. The amount paid or payable by an indemnified party as a result
of the losses, claims, damages and liabilities referred to in paragraph (d)
above shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or
claim. Notwithstanding the provisions of this Section 5, no Underwriter
shall be required to contribute any amount in excess of the amount by which
the total price at which the Offered Certificates underwritten by it and
distributed to the public were offered to the public exceeds the amount of
any damages that such Underwriter has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The indemnity and contribution provisions contained in
this Section 5 and the representations and warranties of the Company
contained in this Agreement shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter or by or on behalf of the Company, its officers
or directors or any person controlling the Company and (iii) acceptance of
and payment for any of the Offered Certificates. The remedies provided for
in this Section 5 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any indemnified party at law
or in equity.
(f) The indemnity and contribution provisions contained in
this Section and the representations, warranties and other statements of
the Company contained in this Agreement or contained in certificates of
officers of the Company submitted pursuant hereto, shall remain operative
and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of any Underwriter
or any person controlling any Underwriter or the Company, its officers or
directors or any person controlling the Company and (iii) acceptance of and
payment for any of the Offered Certificates.
6. Termination. This Agreement shall be subject to
termination in your absolute discretion, by oral notice confirmed in
writing, given by you to the Company, which notice cites one of the
specific events set forth below that has occurred, if (a) after the
execution and delivery of this Agreement and prior to the Closing Date (i)
trading generally shall have been suspended on or by, as the case may be,
any of the New York Stock Exchange, the American Stock Exchange, the
National Association of Securities Dealers, Inc., or the Chicago Board of
Options Exchange, (ii) trading of any securities of the Company shall have
been suspended on any exchange or in any over-the-counter market, (iii) a
general moratorium on commercial banking activities in New York shall have
been declared by either federal or New York State authorities or (iv) there
shall have occurred any outbreak or escalation of hostilities or any change
in financial markets or any calamity or crisis that, in your judgment, is
material and adverse and (b) in the case of any of the events specified in
clauses (a)(i) through (iv), such event singly or together with any other
such event makes it, in your judgment, impracticable to market the Offered
Certificates on the terms and in the manner contemplated in the Prospectus.
7. Default of Underwriters. If, on the Closing Date, any one
or more of the Underwriters shall fail or refuse to purchase Offered
Certificates that it has or they have agreed to purchase hereunder on such
date, and the aggregate principal amount of Offered Certificates which such
defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate principal amount of
Offered Certificates, the other Underwriters shall be obligated severally
in the proportions that the principal amount of Offered Certificates set
forth opposite their respective names in Schedule II bears to the aggregate
principal amount of Offered Certificates set forth opposite the names of
all such non-defaulting Underwriters, or in such other proportions as you
may specify, to purchase the Offered Certificates which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on
such date; provided that in no event shall the principal amount of Offered
Certificates that any Underwriter has agreed to purchase pursuant to this
Agreement be increased pursuant to this Section 7 by an amount in excess of
one-ninth of such principal amount of Offered Certificates without the
written consent of such Underwriter. If on the Closing Date any Underwriter
or Underwriters shall fail or refuse to purchase Offered Certificates which
it or they have agreed to purchase hereunder on such date and the aggregate
principal amount of Offered Certificates with respect to which such default
occurs is more than one-tenth of the aggregate principal amount of Offered
Certificates to be purchased on such date and arrangements satisfactory to
you and the Company for the purchase of such Offered Certificates are not
made within 36 hours after such default, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter or of the
Company. In any such case either you or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in
order that the required changes, if any, in the Registration Statement and
the Prospectus or in any other documents or arrangements may be effected.
Any action taken under this Section shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter
under this Agreement.
If this Agreement shall be terminated by the Underwriters,
or any of them, because of any failure or refusal on the part of the
Company to comply with the terms or to fulfill any of the conditions of
this Agreement, or if for any reason the Company shall be unable to perform
its obligations under this Agreement, the Company will reimburse the
Underwriters or such Underwriters as have so terminated this Agreement with
respect to themselves, severally, for all out-of-pocket expenses (including
the fees and disbursements of their counsel) reasonably incurred by such
Underwriters in connection with this Agreement or the offering contemplated
hereunder.
8. Notices. All notices and other communications under this
Agreement shall be in writing, unless otherwise stated herein, and shall be
deemed to have been duly given if delivered, mailed or transmitted by any
standard form of telecommunication. Notices to you shall be directed to
you, c/o Morgan Stanley & Co. Incorporated, at 1585 Broadway, New York, New
York 10036, Attention: Equipment Finance Group; and notices to the Company
shall be directed to it at US Airways, Inc., Crystal Park Four, 2345
Crystal Drive, Arlington, VA 22227, Attention: Treasurer.
9. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect
as if the signatures thereto and hereto were upon the same instrument.
10. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
11. Headings. The headings of the sections of this Agreement
have been inserted for convenience of reference only and shall not be
deemed a part of this Agreement.
Please confirm your agreement to the foregoing by signing in
the space provided below for that purpose and returning to us a copy
hereof, whereupon this Agreement shall constitute a binding agreement
between us.
Very truly yours,
US AIRWAYS, INC.
By: /s/ Jeffery A. McDougle
------------------------
Name: Jeffery A. McDougle
Title: Vice President and
Treasurer
Agreed, October 26, 2000
MORGAN STANLEY & CO. INCORPORATED
CREDIT LYONNAIS SECURITIES (USA) INC.
DEUTSCHE BANK SECURITIES INC.
SG COWEN SECURITIES CORPORATION
By: MORGAN STANLEY & CO. INCORPORATED
Acting on behalf of itself and as the representative
of the other named Underwriters.
By: /s/ Christopher Chaput
------------------------------
Name: Christopher Chaput
Title: Principal
SCHEDULE I
Pass Through Certificates, Series 2000-3G
<TABLE>
<CAPTION>
Pass Through
Certificate Aggregate Principal Final Expected
Designation Amount to be Purchased Interest Rate Distribution Date
----------- ---------------------- ------------- -----------------
<S> <C> <C> <C> <C>
2000-3G $491,135,000 7.89% March 1, 2019
</TABLE>
SCHEDULE II
Pass Through
Certificates,
Series 2000-3G
<TABLE>
<CAPTION>
Morgan Stanley & Credit Lyonnais Deutsche Bank SG Cowen Securities
Co. Incorporated Securities (USA) Inc. Securities Inc. Corporation
---------------- --------------------- --------------- --------------------
<S> <C> <C> <C> <C>
$122,786,000 $122,783,000 $122,783,000 $122,783,000
</TABLE>
SCHEDULE III
US AIRWAYS, INC.
Underwriting fees, discounts, commissions or other compensation: $4,174,648
