EXHIBIT 4.2
TRUST SUPPLEMENT No. 2000-3G
Dated as of November 2, 2000
between
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION
as Trustee,
and
US AIRWAYS, INC.
to
PASS THROUGH TRUST AGREEMENT
Dated as of October 5, 2000
US Airways Pass Through Trust 2000-3G
7.89% US Airways
Pass Through Certificates,
Series 2000-3G
This Trust Supplement No. 2000-3G, dated as of November 2, 2000
(herein called the "Trust Supplement"), between US Airways, Inc., a
Delaware corporation (the "Company") and State Street Bank and Trust
Company of Connecticut, National Association (the "Trustee"), to the Pass
Through Trust Agreement, dated as of October 5, 2000, between the Company
and the Trustee (the "Basic Agreement").
W I T N E S S E T H:
WHEREAS, the Basic Agreement, unlimited as to the aggregate
principal amount of Certificates (unless otherwise specified herein,
capitalized terms used herein without definition having the respective
meanings specified in the Basic Agreement) which may be issued thereunder,
has heretofore been executed and delivered;
WHEREAS, the Company obtained commitments from AVSA for the
delivery of twenty-three (23) Aircraft;
WHEREAS, the Company intends to finance the acquisition of each
such Aircraft either (i) through separate leveraged lease transactions, in
which case the Company will lease such Aircraft (collectively, the "Leased
Aircraft") or (ii) through separate secured loan transactions, in which
case the Company will own such Aircraft (collectively, the "Owned
Aircraft");
WHEREAS, in the case of each Leased Aircraft, each Owner
Trustee, acting on behalf of the corresponding Owner Participant, will
issue pursuant to an Indenture, on a non-recourse basis, Equipment Notes in
order to finance a portion of its purchase price of such Leased Aircraft;
WHEREAS, in the case of each Owned Aircraft, the Company will
issue pursuant to an Indenture, on a recourse basis, Equipment Notes to
finance a portion of the purchase price of such Owned Aircraft;
WHEREAS, the Trustee hereby declares the creation of this US
Airways Pass Through Trust 2000-3G (the "Applicable Trust") for the benefit
of the Applicable Certificateholders, and the initial Applicable
Certificateholders as the grantors of the Applicable Trust, by their
respective acceptances of the Applicable Certificates, join in the creation
of the Applicable Trust with the Trustee;
WHEREAS, all Applicable Certificates to be issued by the
Applicable Trust will evidence fractional undivided interests in the
Applicable Trust and will convey no rights, benefits or interests in
respect of any property other than the Trust Property except for those
Applicable Certificates to which an Escrow Receipt has been affixed;
WHEREAS, the Escrow Agent, the Trustee, the Escrow Paying
Agent, and the Underwriters have contemporaneously herewith entered into an
Escrow Agreement with the Escrow Paying Agent pursuant to which the
Underwriters have delivered to the Escrow Agent the proceeds from the sale
of the Applicable Certificates and have irrevocably instructed the Escrow
Agent to withdraw and pay funds from such proceeds upon request and proper
certification by the Trustee to purchase Equipment Notes as the Aircraft
are delivered by AVSA under the Aircraft Purchase Agreement from time to
time prior to the Delivery Period Termination Date;
WHEREAS, the Escrow Agent on behalf of the Applicable
Certificateholders has contemporaneously herewith entered into a Deposit
Agreement with the Depositary under which the Deposits referred to therein
will be made and from which it will withdraw funds to allow the Trustee to
purchase Equipment Notes from time to time prior to the Delivery Period
Termination Date;
WHEREAS, pursuant to the terms and conditions of the Basic
Agreement as supplemented by this Trust Supplement (the "Agreement") and
the Note Purchase Agreement, the Trustee on behalf of the Applicable Trust,
using funds withdrawn under the Escrow Agreement, shall purchase one or
more Equipment Notes having the same interest rate as, and final maturity
date not later than the final Regular Distribution Date of, the Applicable
Certificates issued hereunder and, in each case, shall hold such Equipment
Notes in trust for the benefit of the Applicable Certificateholders;
WHEREAS, all of the conditions and requirements necessary to
make this Trust Supplement, when duly executed and delivered, a valid,
binding and legal instrument in accordance with its terms and for the
purposes herein expressed, have been done, performed and fulfilled, and the
execution and delivery of this Trust Supplement in the form and with the
terms hereof have been in all respects duly authorized; and
WHEREAS, this Trust Supplement is subject to the provisions of
the Trust Indenture Act of 1939, as amended, and shall, to the extent
applicable, be governed by such provisions;
NOW THEREFORE, in consideration of the premises herein, it is
agreed between the Company and the Trustee as follows:
ARTICLE I
THE CERTIFICATES
Section 1.01. The Certificates. There is hereby created a
series of certificates to be issued under the Agreement to be distinguished
and known as "7.89% US Airways Pass Through Certificates, Series 2000-3G"
(hereinafter defined as the "Applicable Certificates"). Each Applicable
Certificate represents a fractional undivided interest in the Applicable
Trust created hereby. The Applicable Certificates shall be the only
instruments evidencing a fractional undivided interest in the Applicable
Trust.
The terms and conditions applicable to the Applicable
Certificates are as follows:
(a) The aggregate principal amount of the Applicable
Certificates that shall be authenticated under the Agreement (except
for Applicable Certificates authenticated and delivered pursuant to
Sections 3.03, 3.04 and 3.06 of the Basic Agreement) is $491,135,000.
(b) The Regular Distribution Dates with respect to any payment
of Scheduled Payments means March 1 and September 1 of each year,
commencing on March 1, 2001, until payment of all of the Scheduled
Payments to be made under the Equipment Notes has been made.
(c) The Special Distribution Dates with respect to the
Applicable Certificates means any Business Day on which a Special
Payment is to be distributed pursuant to the Agreement.
(d) At the Escrow Agent's request under the Escrow Agreement,
the Trustee shall affix the corresponding Escrow Receipt to each
Applicable Certificate. In any event, any transfer or exchange of any
Applicable Certificate shall also effect a transfer or exchange of
the related Escrow Receipt. Prior to the Final Withdrawal Date, no
transfer or exchange of any Applicable Certificate shall be permitted
unless the corresponding Escrow Receipt is attached thereto and also
is so transferred or exchanged. By acceptance of any Applicable
Certificate to which an Escrow Receipt is attached, each Holder of
such an Applicable Certificate acknowledges and accepts the
restrictions on transfer of the Escrow Receipt set forth herein and
in the Escrow Agreement.
(e) (i) The Applicable Certificates shall be in the form
attached hereto as Exhibit A. Any Person acquiring or accepting an
Applicable Certificate or an interest therein will, by such
acquisition or acceptance, be deemed to represent and warrant that
either (i) the assets of an employee benefit plan subject to Title I
of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or of a plan subject to Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), have not been used to
purchase Applicable Certificates or an interest therein or (ii) the
purchase and holding of Applicable Certificates is exempt from the
prohibited transaction restrictions of ERISA and the Code pursuant to
one or more prohibited transaction statutory or administrative
exemptions.
(ii) The Applicable Certificates shall be Book-Entry
Certificates and shall be subject to the conditions set forth in the
Letter of Representations between the Company and the Clearing Agency
attached hereto as Exhibit B.
(f) The Applicable Certificates are subject to the
Intercreditor Agreement, the Deposit Agreement and the Escrow
Agreement.
(g) The Applicable Certificates will have the benefit of the
Liquidity Facility and the Policy.
(h) The Responsible Party is the Company.
(i) The particular "sections of the Note Purchase Agreement",
for purposes of clause (3) of Section 7.07 of the Basic Agreement,
are Section 6(b) (with respect to Owned Aircraft) and Section 6(c)
(with respect to Leased Aircraft) of the relevant Participation
Agreement attached as an exhibit to the Note Purchase Agreement.
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed to them in the
Basic Agreement. For all purposes of the Basic Agreement as supplemented by
this Trust Supplement, the following capitalized terms have the following
meanings:
Agreement: Has the meaning specified in the recitals hereto.
Aircraft: Means each of the New Aircraft or Substitute Aircraft
in respect of which a Participation Agreement is entered into in
accordance with the Note Purchase Agreement.
Aircraft Purchase Agreement: Has the meaning specified in the
Note Purchase Agreement.
Applicable Certificate: Has the meaning specified in Section
1.01 of this Agreement.
Applicable Certificateholder: Means the Person in whose name an
Applicable Certificate is registered on the Register for the
Applicable Certificates.
Applicable Delivery Date: Has the meaning specified in Section
5.01(b) of this Trust Supplement.
Applicable Participation Agreement: Has the meaning specified
in Section 5.01(b) of this Trust Supplement.
AVSA: Means AVSA, S.A.R.L.
Business Day: Means any day other than a Saturday, a Sunday or
other day on which insurance companies or commercial banks in New
York, New York or commercial banking institutions in Pittsburgh,
Pennsylvania and in the cities in which the Corporate Trust Office of
the Subordination Agent or any Loan Trustee or the fiscal agent of
the Policy Provider or the office of the Policy Provider are located
are authorized or obligated by law or executive order to close.
Class C Certificate: Has the meaning specified in Section 4.01
of this Trust Supplement.
Class C Certifcateholder: Has the meaning specified in Section
4.01 of this Trust Supplement.
Class C Trust: Has the meaning specified in Section 4.01 of
this Trust Supplement.
Class C Trustee: Means the pass through trustee for the Class C
Trust.
Closing Notice: Means the Closing Notice as defined in and
delivered pursuant to Section 2(b) of the Note Purchase Agreement.
Cut-off Date: Means the earlier of (a) the Delivery Period
Termination Date and (b) the date on which a Triggering Event occurs.
Delivery Date: Has the meaning specified in the Participation
Agreements.
Delivery Period Termination Date: Means the earlier of (a) July
1, 2001 and (b) the date on which Equipment Notes issued with respect
to all of the New Aircraft (or Substitute Aircraft in lieu thereof)
have been purchased by the Applicable Trust and the Class C Trust in
accordance with the Note Purchase Agreement.
Deposits: Has the meaning specified in the Deposit Agreement.
Deposit Agreement: Means the Deposit Agreement dated as of
November 2, 2000 relating to the Applicable Certificates between the
Depositary and the Escrow Agent, as the same may be amended,
supplemented or otherwise modified from time to time in accordance
with its terms.
Depositary: Means ABN AMRO Bank N.V., acting through its
Chicago branch, and any replacement or successor therefor.
Distribution Date: Means any Regular Distribution Date or
Special Distribution Date as the context requires.
Escrow Agent: Means, initially, First Security Bank, National
Association, and any replacement or successor therefor appointed in
accordance with the Escrow Agreement.
Escrow Agreement: Means the Escrow and Paying Agent Agreement
dated as of November 2, 2000 relating to the Applicable Certificates,
among the Escrow Agent, the Escrow Paying Agent, the Trustee and
Underwriters, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.
Escrow Paying Agent: Means the Person acting as paying agent
under the Escrow Agreement.
Escrow Receipt: Means the receipt substantially in the form
annexed to the Escrow Agreement representing a fractional undivided
interest in the funds held in escrow thereunder.
Final Legal Distribution Date: Means, with respect to the
Applicable Certificates, September 1, 2020.
Final Withdrawal: Has the meaning specified in Section 1.2 of
the Escrow Agreement.
Final Withdrawal Date: Has the meaning specified in Section 1.2
of the Escrow Agreement.
Final Withdrawal Notice: Has the meaning specified in Section
5.02 of this Trust Supplement.
Indenture: Means each of the separate trust indentures and
mortgages relating to the Aircraft, in each case as the same may be
amended, supplemented or otherwise modified from time to time in
accordance with its terms.
Intercreditor Agreement: Means the Intercreditor Agreement
dated as of November 2, 2000 among the Trustee, the Class C Trustee,
the Liquidity Provider, the Policy Provider and State Street Bank and
Trust Company of Connecticut, National Association, as Subordination
Agent and as trustee thereunder, as amended, supplemented or
otherwise modified from time to time in accordance with its terms.
Investors: Means the Underwriters together with all subsequent
beneficial owners of the Applicable Certificates.
Lease: Means, with respect to each Leased Aircraft, the lease
between an Owner Trustee, as the lessor, and the Company, as the
lessee, referred to in the related Indenture, as such lease may be
amended, supplemented or otherwise modified in accordance with its
terms.
Leased Aircraft: Has the meaning specified in the third recital
to this Trust Supplement.
Liquidity Facility: Means, initially, the Revolving Credit
Agreement dated as of November 2, 2000 relating to the Applicable
Certificates, between the Liquidity Provider and State Street Bank
and Trust Company of Connecticut, National Association, as
Subordination Agent, as agent and trustee for the Applicable Trust,
and, from and after the replacement of such agreement pursuant to the
Intercreditor Agreement, the replacement liquidity facility therefor,
in each case as amended, supplemented or otherwise modified from time
to time in accordance with their respective terms.
Liquidity Provider: Means, initially, Morgan Stanley Capital
Services Inc., and any replacements or successors therefor appointed
in accordance with the Intercreditor Agreement.
New Aircraft: Has the meaning specified in the Note Purchase
Agreement.
Note Documents: Means the Note Purchase Agreement, this Trust
Supplement and, with respect to any Equipment Note, means (i) the
Indenture and the Participation Agreement relating to such Equipment
Note, and (ii) in the case of any Equipment Note related to a Leased
Aircraft, the Lease relating to such Leased Aircraft.
Note Purchase Agreement: Means the Note Purchase Agreement
dated as of November 2, 2000 among the Trustee, the Class C Trustee,
the Company, the Escrow Agent, the Escrow Paying Agent and the
Subordination Agent, providing for, among other things, the purchase
of certain Equipment Notes by the Trustee on behalf of the Trust, as
the same may be amended, supplemented or otherwise modified from time
to time, in accordance with its terms.
Notice of Purchase Withdrawal: Has the meaning specified in the
Deposit Agreement.
Owned Aircraft: Has the meaning specified in the third recital
to this Trust Supplement.
Owner Participant: With respect to any Equipment Note relating
to a Leased Aircraft, means the "Owner Participant" as referred to in
the Indenture pursuant to which such Equipment Note is issued and any
permitted successor or assign of such Owner Participant; and Owner
Participants at any time of determination means all of the Owner
Participants thus referred to in the Indentures.
Owner Trustee: With respect to any Equipment Note relating to a
Leased Aircraft, means the "Owner Trustee", as referred to in the
Indenture pursuant to which such Equipment Note is issued, not in its
individual capacity but solely as trustee; and Owner Trustees means
all of the Owner Trustees party to any of the Indentures.
Participation Agreement: Means each Participation Agreement to
be entered into by the Trustee pursuant to the Note Purchase
Agreement, as the same may be amended, supplemented or otherwise
modified in accordance with its terms.
Policy: Has the meaning specified in the Intercreditor
Agreement.
Policy Provider: Has the meaning specified in the Intercreditor
Agreement.
Policy Provider Agreement: Has the meaning specified in the
Intercreditor Agreement.
Policy Provider Default: Has the meaning specified in the
Intercreditor Agreement.
Pool Balance: Means, as of any date, (i) the original aggregate
face amount of the Applicable Certificates less (ii) the aggregate
amount of all payments made in respect of such Applicable
Certificates or in respect of Deposits relating to the Applicable
Trust other than payments made in respect of interest or premium
thereon or reimbursement of any costs or expenses incurred in
connection therewith. The Pool Balance as of any Distribution Date
shall be computed after giving effect to any special distribution
with respect to unused Deposits, payment of principal of the
Equipment Notes or payment with respect to other Trust Property,
payments under the Policy (other than in respect of interest on the
Applicable Certificates) and the distribution thereof to be made on
that date.
Pool Factor: Means, as of any Distribution Date, the quotient
(rounded to the seventh decimal place) computed by dividing (i) the
Pool Balance by (ii) the original aggregate face amount of the
Applicable Certificates. The Pool Factor as of any Distribution Date
shall be computed after giving effect to any special distribution
with respect to unused Deposits, payment of principal of the
Equipment Notes or other Trust Property and the distribution thereof
to be made on that date.
Prospectus Supplement: Means the Prospectus Supplement dated
October 26, 2000, relating to the offering of the Applicable
Certificates.
PTC Event of Default: Means, with respect to the Applicable
Certificates, any failure to pay within ten Business Days of the due
date thereof: (i) the outstanding Pool Balance of the Applicable
Certificates on the Final Legal Distribution Date for the Applicable
Certificates (unless the Subordination Agent has made a drawing under
the Policy in an aggregate amount sufficient to pay such outstanding
Pool Balance and shall have distributed such amount to the Trustee)
or (ii) interest due on the Applicable Certificates on any
Distribution Date (unless the Subordination Agent shall have made an
Interest Drawing, or a withdrawal from the Cash Collateral Account or
a drawing under the Policy with respect thereto in an aggregate
amount sufficient to pay such interest and shall have distributed
such amount to the Trustee).
Scheduled Payment: Means, with respect to any Equipment Note,
(i) any payment of principal or interest on such Equipment Note
(other than any such payment which is not in fact received by the
Trustee or any Subordination Agent within five days of the date on
which such payment is scheduled to be made) or (ii) any payment of
interest on the Applicable Certificates with funds drawn under the
Liquidity Facility or the Policy (other than any such payment which
is not in fact received by the Trustee or any Subordination Agent
within five days of the date upon which payment is scheduled to be
made), which payment in the case of clauses (i) or (ii) represents
the installment of principal on such Equipment Note at the stated
maturity of such installment, the payment of regularly scheduled
interest accrued on the unpaid principal amount of such Equipment
Note, or both; provided, however, that any payment of principal,
premium, if any, or interest resulting from the redemption or
purchase of any Equipment Note shall not constitute a Scheduled
Payment.
Special Redemption Premium: Means the premium payable by the
Company in respect of the Final Withdrawal pursuant to the Note
Purchase Agreement.
Special Payment: Means any payment (other than a Scheduled
Payment) in respect of, or any proceeds of, any Equipment Note or
Trust Indenture Estate (as defined in each Indenture) or Special
Redemption Premium.
Substitute Aircraft: Has the meaning specified in the Note
Purchase Agreement.
Triggering Event: Has the meaning assigned to such term in the
Intercreditor Agreement.
Trust Property: Means (i) subject to the Intercreditor
Agreement, the Equipment Notes held as the property of the Applicable
Trust, all monies at any time paid thereon and all monies due and to
become due thereunder, (ii) funds from time to time deposited in the
Certificate Account, the Special Payments Account and, subject to the
Intercreditor Agreement, any proceeds from the sale by the Trustee
pursuant to Article VI of the Basic Agreement of any Equipment Note
and (iii) all rights of the Applicable Trust and the Trustee, on
behalf of the Applicable Trust, under the Intercreditor Agreement,
the Escrow Agreement, the Note Purchase Agreement, the Policy and the
Liquidity Facility, including, without limitation, all rights to
receive certain payments thereunder, and all monies paid to the
Trustee on behalf of the Applicable Trust pursuant to the
Intercreditor Agreement, the Policy or the Liquidity Facility,
provided that rights with respect to the Deposits or under the Escrow
Agreement, except for the right to direct withdrawals for the
purchase of Equipment Notes to be held herein, will not constitute
Trust Property.
Underwriters: Means, collectively, Morgan Stanley & Co.
Incorporated, Credit Lyonnais Securities (USA) Inc., Deutsche Bank
Securities Inc. and SG Cowen Securities Corporation.
Underwriting Agreement: Means the Underwriting Agreement dated
as of October 26, 2000 among the Underwriters and the Company, as the
same may be amended, supplemented or otherwise modified from time to
time in accordance with its terms.
ARTICLE III
DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS
Section 3.01. Additions to Article IV of the Basic Agreement.
In addition to the provisions of Article IV of the Basic Agreement, the
following provisions shall apply to the Applicable Trust:
(a) Upon the payment of Special Redemption Premium to the
Trustee under the Note Purchase Agreement, the Trustee, upon receipt
thereof, shall immediately deposit the aggregate amount of such
Special Redemption Premium in the Special Payments Account;
(b) The distribution of amounts of Special Redemption Premium
as provided for in Section 4.02(b) of the Basic Agreement shall be on
the Special Distribution Date with respect to such Special Payment or
as soon thereafter as the Trustee has confirmed receipt of the
related Special Redemption Premium;
(c) In the event of the payment of a Special Redemption Premium
by the Company to the Trustee under the Note Purchase Agreement, the
notice provided for in Section 4.02(c) of the Basic Agreement shall
be mailed, together with the notice by the Escrow Paying Agent under
Section 2.06 of the Escrow Agreement, not less than 15 days prior to
the Special Distribution Date for such amount, which Special
Distribution Date shall be the Final Withdrawal Date; and
(d) The last sentence of the first paragraph of Section 4.02(c)
of the Basic Agreement shall apply equally if the amount of Special
Redemption Premium, if any, has not been calculated at the time the
Trustee mails notice of a Special Payment.
Section 3.02. Statements to Applicable Certificateholders. (a)
On each Distribution Date, the Trustee will include with each distribution
to Applicable Certificateholders of a Scheduled Payment or Special Payment,
as the case may be, a statement setting forth the information provided
below (in the case of a Special Payment, including any Special Redemption
Premium, reflecting in part the information provided by the Escrow Paying
Agent under the Escrow Agreement). Such statement shall set forth (per
$1,000 face amount Applicable Certificate as to (ii), (iii), (iv) and (v)
below) the following information:
(i) the aggregate amount of funds distributed on such
Distribution Date under the Agreement and under the Escrow Agreement,
indicating the amount allocable to each source including any portion
thereof paid by the Liquidity Provider and/or the Policy Provider;
(ii) the amount of such distribution under the Agreement
allocable to principal and the amount allocable to premium (including
the Special Redemption Premium), if any;
(iii) the amount of such distribution under the Agreement
allocable to interest;
(iv) the amount of such distribution under the Escrow Agreement
allocable to interest;
(v) the amount of such distribution under the Escrow Agreement
allocable to Deposits; and
(vi) the Pool Balance and the Pool Factor.
With respect to the Applicable Certificates registered in the
name of a Clearing Agency, on the Record Date prior to each Distribution
Date, the Trustee will request from such Clearing Agency a securities
position listing setting forth the names of all Clearing Agency
Participants reflected on such Clearing Agency's books as holding interests
in the Applicable Certificates on such Record Date. On each Distribution
Date, the Trustee will mail to each such Clearing Agency Participant the
statement described above and will make available additional copies as
requested by such Clearing Agency Participant for forwarding to holders of
interests in the Applicable Certificates.
(b) Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the
Trustee shall furnish to each Person who at any time during such calendar
year was an Applicable Certificateholder of record a statement containing
the sum of the amounts determined pursuant to clauses (a)(i), (a)(ii),
(a)(iii), (a)(iv) and (a)(v) of this Section 3.02 for such calendar year
or, in the event such Person was an Applicable Certificateholder of record
during a portion of such calendar year, for such portion of such year, and
such other items as are readily available to the Trustee and which an
Applicable Certificateholder shall reasonably request as necessary for the
purpose of such Applicable Certificateholder's preparation of its federal
income tax returns. Such statement and such other items shall be prepared
on the basis of information supplied to the Trustee by the Clearing Agency
Participants and shall be delivered by the Trustee to such Clearing Agency
Participants to be available for forwarding by such Clearing Agency
Participants to the holders of interests in the Applicable Certificates in
the manner described in Section 3.02(a) of this Trust Supplement.
(c) Promptly following (i) the Cut-Off Date, if there has been
any change in the information set forth in clauses (x), (y) and (z) below
from that set forth in page S-45 of the Prospectus Supplement, and (ii) any
early redemption or purchase of, or any default in the payment of principal
or interest in respect of, any of the Equipment Notes held in the
Applicable Trust, or any Final Withdrawal, the Trustee shall furnish to
Applicable Certificateholders of record on such date a statement setting
forth (x) the expected Pool Balances for each subsequent Regular
Distribution Date following the Cut-Off Date, (y) the related Pool Factors
for such Regular Distribution Dates and (z) the expected principal
distribution schedule of the Equipment Notes, in the aggregate, held as
Trust Property at the date of such notice. With respect to the Applicable
Certificates registered in the name of a Clearing Agency, on the Cut-Off
Date, the Trustee will request from such Clearing Agency a securities
position listing setting forth the names of all Clearing Agency
Participants reflected on such Clearing Agency's books as holding interests
in the Applicable Certificates on such date. The Trustee will mail to each
such Clearing Agency Participant the statement described above and will
make available additional copies as requested by such Clearing Agency
Participant for forwarding to holders of interests in the Applicable
Certificates.
(d) This Section 3.02 supersedes and replaces Section 4.03 of
the Basic Agreement.
ARTICLE IV
DEFAULT
Section 4.01. Purchase Rights of Certificateholders. (a) By
acceptance of its Applicable Certificate, each Applicable Certificateholder
agrees that at any time after the occurrence and during the continuation of
a Triggering Event,
(i) each holder (a "Class C Certificateholder") of a pass
through certificate, Series 2000-3C (the "Class C
Certificates") issued by the US Airways Pass Through Trust
2000-3C (the "Class C Trust") shall have the right to purchase
all, but not less than all, of the Applicable Certificates upon
ten days' written notice to the Trustee and each other Class C
Certificateholder, provided that (A) if prior to the end of
such ten-day period any other Class C Certificateholder
notifies such purchasing Class C Certificateholder that such
other Class C Certificateholder wants to participate in such
purchase, then such other Class C Certificateholder may join
with the purchasing Class C Certificateholder to purchase all,
but not less than all, of the Applicable Certificates pro rata
based on the Fractional Undivided Interest in the Class C Trust
held by each such Class C Certificateholder and (B) if prior to
the end of such ten-day period any other Class C
Certificateholder fails to notify the purchasing Class C
Certificateholder of such other Class C Certificateholder's
desire to participate in such a purchase, then such other Class
C Certificateholder shall lose its right to purchase the
Applicable Certificates pursuant to this Section 4.01(a); and
(ii) whether or not any Class C Certificateholder exercises its
right to purchase pursuant to clause (a)(i) above, the Policy
Provider, if it is then the Controlling Party and 180 days have
elapsed since the occurrence of a Triggering Event that is
continuing, shall have the right (except in the event of a
Policy Provider Default) to purchase all, but not less than
all, of the Applicable Certificates upon ten days' written
notice to the Trustee, the trustee of the Class C Trust and the
Applicable Certificateholders.
The purchase price with respect to the Applicable Certificates
shall be equal to the Pool Balance of the Applicable Certificates, together
with accrued and unpaid interest thereon to the date of such purchase,
without premium, but including any other amounts then due and payable to
the Applicable Certificateholders under this Agreement, the Intercreditor
Agreement, the Escrow Agreement or any Note Document or on or in respect of
the Applicable Certificates; provided, however, that (i) if such purchase
occurs after the record date specified in Section 2.03(b) of the Escrow
Agreement relating to the distribution of unused Deposits and accrued and
unpaid interest thereunder, such purchase price shall be reduced by the
aggregate amount of unused Deposits and interest to be distributed under
the Escrow Agreement (which deducted amounts shall remain distributable to,
and may be retained by, the Applicable Certificateholder as of such Record
Date) and (ii) if such purchase occurs after a Record Date, such purchase
price shall be reduced by the amount to be distributed hereunder on the
related Distribution Date (which deducted amounts shall remain
distributable to, and may be retained by, the Applicable Certificateholder
as of such Record Date); provided further that no such purchase of
Applicable Certificates shall be effective unless the purchaser(s) shall
certify to the Trustee that contemporaneously with such purchase, such
purchaser(s) is purchasing the Applicable Certificates pursuant to the
terms of this Agreement and the trust supplement entered into with respect
to the Class C Trust. Each payment of the purchase price of the Applicable
Certificates referred to in the first sentence hereof shall be made to an
account or accounts designated by the Trustee and each such purchase shall
be subject to the terms of this Section 4.01(a). Each Applicable
Certificateholder agrees by its acceptance of its Applicable Certificate
that it will, subject to Section 3.04 of the Basic Agreement, upon payment
from such Class C Certificateholder(s) or the Policy Provider, as the case
may be, of the purchase price set forth in the first sentence of this
paragraph, forthwith sell, assign, transfer and convey to the purchaser(s)
thereof (without recourse, representation or warranty of any kind except
for its own acts), all of the right, title, interest and obligation of such
Applicable Certificateholder in this Agreement, the Escrow Agreement, the
Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the
Policy, the Policy Provider Agreement, the Note Documents and all
Applicable Certificates and Escrow Receipts held by such Applicable
Certificateholder (excluding all right, title and interest under any of the
foregoing to the extent such right, title or interest is with respect to an
obligation not then due and payable as respects any action or inaction or
state of affairs occurring prior to such sale) and the purchaser shall
assume all of such Applicable Certificateholder's obligations under this
Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor
Agreement, the Liquidity Facility, the Policy, the Policy Provider
Agreement, the Note Documents and all such Applicable Certificates and
Escrow Receipts. The Applicable Certificates will be deemed to be purchased
on the date payment of the purchase price is made notwithstanding the
failure of the Applicable Certificateholders to deliver any Applicable
Certificates and, upon such a purchase, (i) the only rights of the
Applicable Certificateholders will be to deliver the Applicable
Certificates to the purchaser(s) and receive the purchase price for such
Applicable Certificates and (ii) if the purchaser(s) shall so request, such
Applicable Certificateholder will comply with all the provisions of Section
3.04 of the Basic Agreement to enable new Applicable Certificates to be
issued to the purchaser in such denominations as it shall request. All
charges and expenses in connection with the issuance of any such new
Applicable Certificates shall be borne by the purchaser thereof.
(b) This Section 4.01 supersedes and replaces Section 6.01(b)
of the Basic Agreement.
ARTICLE V
THE TRUSTEE
Section 5.01. Delivery of Documents; Delivery Dates. (a) The
Trustee is hereby directed (i) to execute and deliver the Intercreditor
Agreement, the Escrow Agreement, the Policy Provider Agreement and the Note
Purchase Agreement, each in the form delivered to the Trustee by the
Company and (ii) subject to the respective terms thereof, to perform its
obligations thereunder. Upon request of the Company and the satisfaction or
waiver of the closing conditions specified in the Underwriting Agreement,
the Trustee shall execute, deliver, authenticate, issue and sell Applicable
Certificates in authorized denominations equaling in the aggregate the
amount set forth, with respect to the Applicable Trust, in Schedule I to
the Underwriting Agreement evidencing the entire ownership interest in the
Applicable Trust, which amount equals the maximum aggregate principal
amount of Equipment Notes which may be purchased by the Trustee pursuant to
the Note Purchase Agreement. Except as provided in Sections 3.03, 3.04,
3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute,
authenticate or deliver Applicable Certificates in excess of the aggregate
amount specified in this paragraph.
(b) On or after the Issuance Date the Company may deliver from
time to time to the Trustee a Closing Notice relating to one or more
Equipment Notes. After receipt of a Closing Notice and in any case no later
than one Business Day prior to a Delivery Date as to which such Closing
Notice relates (the "Applicable Delivery Date"), the Trustee shall (as and
when specified in the Closing Notice) instruct the Escrow Agent to provide
a Notice of Purchase Withdrawal to the Depositary requesting (A) the
withdrawal of one or more Deposits on the Applicable Delivery Date in
accordance with and to the extent permitted by the terms of the Escrow
Agreement and the Deposit Agreement and (B) the payment of all, or a
portion, of such Deposit or Deposits in an amount equal in the aggregate to
the purchase price of such Equipment Notes to or on behalf of the Owner
Trustee or the Company, as the case may be, issuing such Equipment Notes,
all as shall be described in the Closing Notice. The Trustee shall (as and
when specified in such Closing Notice), subject to the conditions set forth
in Section 3 of the Note Purchase Agreement, enter into and perform its
obligations under the Participation Agreement specified in such Closing
Notice (the "Applicable Participation Agreement") and cause such
certificates, documents and legal opinions relating to the Trustee to be
duly delivered as required by the Applicable Participation Agreement. If at
any time prior to the Applicable Delivery Date, the Trustee receives a
notice of postponement pursuant to Section 2(e), 2(f) or 2(g) of the Note
Purchase Agreement, then the Trustee shall give the Depositary (with a copy
to the Escrow Agent) a notice of cancellation of such Notice of Purchase
Withdrawal relating to such Deposit or Deposits on such Applicable Delivery
Date. Upon satisfaction of the conditions specified in the Note Purchase
Agreement and the Applicable Participation Agreement, the Trustee shall
purchase the applicable Equipment Notes with the proceeds of the
withdrawals of one or more Deposits made on the Applicable Delivery Date in
accordance with the terms of the Deposit Agreement and the Escrow
Agreement. The purchase price of such Equipment Notes shall equal the
principal amount of such Equipment Notes. Amounts withdrawn from such
Deposit or Deposits in excess of the purchase price of the Equipment Notes
or to the extent not applied on the Applicable Delivery Date to the
purchase price of the Equipment Notes, shall be re-deposited by the Trustee
with the Depositary on the Applicable Delivery Date in accordance with the
terms of the Deposit Agreement. The provisions of Section 5.01(a) hereof
and this Section 5.01(b) supersede and replace the provisions of Section
2.02 of the Basic Agreement (which are inapplicable to the Trust), and all
provisions of the Basic Agreement relating to Section 2.02 of the Basic
Agreement shall not apply to the Applicable Trust.
Section 5.02. Withdrawal of Deposits. If any Deposits remain
outstanding on the Business Day next succeeding the Cut-off Date, (i) the
Trustee shall give the Escrow Agent notice that the Trustee's obligation to
purchase Equipment Notes under the Note Purchase Agreement has terminated
and instruct the Escrow Agent to provide a notice of Final Withdrawal to
the Depositary substantially in the form of Exhibit B to the Deposit
Agreement (the "Final Withdrawal Notice") and (ii) the Trustee will make a
demand upon the Company under the Note Purchase Agreement for an amount
equal to the Special Redemption Premium, such payment to be made on the
Final Withdrawal Date.
Section 5.03. The Trustee. (a) Subject to Section 5.04 of this
Trust Supplement and Section 7.15 of the Basic Agreement, the Trustee shall
not be responsible in any manner whatsoever for or in respect of the
validity or sufficiency of this Trust Supplement, the Deposit Agreement or
the Escrow Agreement or the due execution hereof or thereof by the Company
or the other parties thereto (other than the Trustee), or for or in respect
of the recitals and statements contained herein or therein, all of which
recitals and statements are made solely by the Company.
(b) Except as herein otherwise provided, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed by the Trustee by reason of this Trust Supplement other than as set
forth in the Basic Agreement, and this Trust Supplement is executed and
accepted on behalf of the Trustee, subject to all the terms and conditions
set forth in the Basic Agreement, upon the effectiveness thereof, as fully
to all intents as if the same were herein set forth at length.
Section 5.04. Representations and Warranties of the Trustee.
The Trustee hereby represents and warrants that:
(a) the Trustee has full power, authority and legal right to
execute, deliver and perform this Trust Supplement, the Intercreditor
Agreement, the Escrow Agreement and the Note Documents to which it is
a party and has taken all necessary action to authorize the
execution, delivery and performance by it of this Trust Supplement,
the Intercreditor Agreement, the Escrow Agreement and the Note
Documents to which it is a party;
(b) the execution, delivery and performance by the Trustee of
this Trust Supplement, the Intercreditor Agreement, the Escrow
Agreement and the Note Documents to which it is a party (i) will not
violate any provision of any United States federal law or the law of
the state of the United States where it is located governing the
banking and trust powers of the Trustee or any order, writ, judgment,
or decree of any court, arbitrator or governmental authority
applicable to the Trustee or any of its assets, (ii) will not violate
any provision of the articles of association or by-laws of the
Trustee, and (iii) will not violate any provision of, or constitute,
with or without notice or lapse of time, a default under, or result
in the creation or imposition of any lien on any properties included
in the Trust Property pursuant to the provisions of any mortgage,
indenture, contract, agreement or other undertaking to which it is a
party, which violation, default or lien could reasonably be expected
to have an adverse effect on the Trustee's performance or ability to
perform its duties hereunder or thereunder or on the transactions
contemplated herein or therein;
(c) the execution, delivery and performance by the Trustee of
this Trust Supplement, the Intercreditor Agreement, the Escrow
Agreement and the Note Documents to which it is a party will not
require the authorization, consent, or approval of, the giving of
notice to, the filing or registration with, or the taking of any
other action in respect of, any governmental authority or agency of
the United States or the state of the United States where it is
located regulating the banking and corporate trust activities of the
Trustee; and
(d) this Trust Supplement, the Intercreditor Agreement, the
Escrow Agreement and the Note Documents to which it is a party have
been, or will be, as applicable, duly executed and delivered by the
Trustee and constitute, or will constitute, as applicable, the legal,
valid and binding agreements of the Trustee, enforceable against it
in accordance with their respective terms; provided, however, that
enforceability may be limited by (i) applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and (ii) general principles of equity.
Section 5.05. Trustee Liens. The Trustee in its individual
capacity agrees, in addition to the agreements contained in Section 7.17 of
the Basic Agreement, that it will at its own cost and expense promptly take
any action as may be necessary to duly discharge and satisfy in full any
Trustee's Liens on or with respect to the Trust Property which is
attributable to the Trustee in its individual capacity and which is
unrelated to the transactions contemplated by the Intercreditor Agreement
or the Note Purchase Agreement.
ARTICLE VI
SUPPLEMENTAL AGREEMENTS
Section 6.01. Supplemental Agreements Without Consent of
Applicable Certificateholders. Under the terms of, and subject to the
limitations contained in, Section 9.01 of the Basic Agreement, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03
of the Basic Agreement) shall, at the Company's request, at any time and
from time to time, enter into one or more agreements supplemental to the
Escrow Agreement, the Note Purchase Agreement, the Policy Provider
Agreement or the Deposit Agreement, for any of the purposes set forth in
clauses (1) through (9) of such Section 9.01, except that (a) clause (3) of
such Section 9.01 shall be deemed to include the Company's rights and
powers conferred by the Note Purchase Agreement and (b) clause (4) of such
Section 9.01 shall be deemed to include corrections or supplements to
provisions of the Escrow Agreement or the Deposit Agreement which may be
defective or inconsistent with any other provision of this Agreement or
contained in any agreement referred to in such clause (4) and the curing of
any ambiguity or the modification of any other provision with respect to
matters or questions arising under the Escrow Agreement or the Deposit
Agreement.
Section 6.02. Supplemental Agreements with Consent of Applicable
Certificateholders. The provisions of Section 9.02 of the Basic Agreement
shall apply to agreements or amendments for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of the Escrow Agreement, the Deposit Agreement, the Policy
Provider Agreement or the Note Purchase Agreement to the extent applicable
to the Applicable Certificateholders approving such agreement or amendment
or modifying in any manner the rights and obligations of such Applicable
Certificateholders under the Escrow Agreement, the Deposit Agreement, the
Policy Provider Agreement or the Note Purchase Agreement; provided that the
provisions of Section 9.02(1) of the Basic Agreement shall be deemed to
include reductions in any manner of, or delay in the timing of, any receipt
by the Applicable Certificateholders of payments upon the Deposits.
ARTICLE VII
TERMINATION OF TRUST
Section 7.01. Termination of the Trust. The respective
obligations and responsibilities of the Company and the Trustee with
respect to the Applicable Trust shall terminate upon the distribution to
all Applicable Certificateholders and the Trustee of all amounts required
to be distributed to them pursuant to this Agreement and the disposition of
all property held as part of the Trust Property; provided, however, that in
no event shall the Applicable Trust continue beyond 21 years less one day
following the death of the last survivor of all descendants living on the
date hereof of Joseph P. Kennedy, Sr., unless applicable law shall permit a
longer term, in which case such longer term shall apply.
Notice of any termination specifying the Distribution Date upon
which the Applicable Certificateholders may surrender their Applicable
Certificates to the Trustee for payment of the final distribution and
cancellation, shall be mailed promptly by the Trustee to Applicable
Certificateholders not earlier than the 60th day and not later than the
15th day next preceding such final Distribution Date specifying (A) the
Distribution Date upon which the proposed final payment of the Applicable
Certificates will be made upon presentation and surrender of Applicable
Certificates at the office or agency of the Trustee therein specified, (B)
the amount of any such proposed final payment, and (C) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Applicable
Certificates at the office or agency of the Trustee therein specified. The
Trustee shall give such notice to the Registrar at the time such notice is
given to Applicable Certificateholders. Upon presentation and surrender of
the Applicable Certificates in accordance with such notice, the Trustee
shall cause to be distributed to Applicable Certificateholders such final
payments.
In the event that all of the Applicable Certificateholders
shall not surrender their Applicable Certificates for cancellation within
six months after the date specified in the above-mentioned written notice,
the Trustee shall give a second written notice to the remaining Applicable
Certificateholders to surrender their Applicable Certificates for
cancellation and receive the final distribution with respect thereto. No
additional interest shall accrue on the Applicable Certificates after the
Distribution Date specified in the first written notice. In the event that
any money held by the Trustee for the payment of distributions on the
Applicable Certificates shall remain unclaimed for two (2) years (or such
lesser time as the Trustee shall be satisfied, after sixty days' notice
from the Company, is one month prior to the escheat period provided under
applicable law) after the final distribution date with respect thereto, the
Trustee shall pay to each Loan Trustee the appropriate amount of money
relating to such Loan Trustee and shall give written notice thereof to the
related Owner Trustees, the Owner Participants and the Company.
ARTICLE VIII
THE COMPANY
Section 8.01. Consolidation, Mergers, Etc. Section 5.02 of the
Basic Agreement is hereby amended with respect to the Applicable Trust by
deleting the word "and" at the end of clause (b) thereof, renumbering
clause (c) as clause "(d)" and inserting a new clause (c) as follows:
"(c) immediately after giving effect to such transaction, no
Indenture Event of Default (in the case of an Owned Aircraft) or, in
the case of a Leased Aircraft, Lease Event of Default (as defined in
the related Indenture) shall have occurred and be continuing; and"
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01. Basic Agreement Ratified. Except and so far as
herein expressly provided, all of the provisions, terms and conditions of
the Basic Agreement are in all respects ratified and confirmed; and the
Basic Agreement and this Trust Supplement shall be taken, read and
construed as one and the same instrument.
Section 9.02. GOVERNING LAW. THIS AGREEMENT AND THE APPLICABLE
CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
Section 9.03. Execution in Counterparts. This Trust Supplement
may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the
same instrument.
Section 9.04. Intention of Parties. The parties hereto intend
that the Applicable Trust be classified for U.S. federal income tax
purposes as a grantor trust under Subpart E, Part I of Subchapter J of the
Internal Revenue Code of 1986, as amended, and not as a trust or
association taxable as a corporation or as a partnership. Each Applicable
Certificateholder and Investor, by its acceptance of its Applicable
Certificate or a beneficial interest therein, agrees to treat the
Applicable Trust as a grantor trust for all U.S. federal, state and local
income tax purposes. The powers granted and obligations undertaken pursuant
to the Agreement shall be so construed so as to further such intent.
Section 9.05. Third Party Beneficiary. For purposes of
enforcement, the Policy Provider shall be an express third party
beneficiary of this Agreement.
Section 9.06. Benefits of Agreement. (a) Nothing in this
Agreement or in the Certificates of any series, express or implied, shall
give to any person, other than the parties hereto and their successors
hereunder, the Certificateholders of each series and the Policy Provider
(as third party beneficiary), any benefit or any legal or equitable right,
remedy or claim under this Agreement.
(b) This Section 9.06 supercedes and replaces Section 12.10 of
the Basic Agreement.
IN WITNESS WHEREOF, the Company and the Trustee have caused
this Trust Supplement to be duly executed by their respective officers
thereto duly authorized, as of the day and year first written above.
US AIRWAYS, INC.
By: /s/ Jeffery A. McDougle
-----------------------------------
Name: Jeffery A. McDougle
Title: Vice President and Treasurer
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, as Trustee
By: /s/ John G. Correia
----------------------------------
Name: John G. Correia
Title: Assistant Vice President
EXHIBIT A
FORM OF CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.*
------------
* This legend to appear on Book-Entry Certificates to be deposited with
The Depository Trust Company.
US AIRWAYS SERIES 2000-3G PASS THROUGH TRUST
Pass Through Certificate, Series 2000-3G
Final Expected Regular Distribution Date: March 1, 2019
evidencing a fractional undivided interest in a trust,
the property of which includes certain equipment notes
each secured by Aircraft owned by or leased to US
Airways, Inc.
Certificate
No.1 $[-] Fractional Undivided Interest representing
[-]% of the Trust per $1,000 face amount
THIS CERTIFIES THAT Cede & Co., for value received, is the registered
owner of a $[-] ([-] dollars) Fractional Undivided Interest in the US
Airways Pass Through Trust, Series 2000-3G (the "Trust") created by State
Street Bank and Trust Company of Connecticut, National Association, as
trustee (the "Trustee"), pursuant to a Pass Through Trust Agreement dated
as of October 5, 2000 (the "Basic Agreement"), between the Trustee and US
Airways, Inc., a corporation incorporated under Delaware law (the
"Company"), as supplemented by Trust Supplement No. 2000-3G thereto dated
November 2, 2000, between the Trustee and the Company (collectively, the
"Agreement"), a summary of certain of the pertinent provisions of which is
set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement. This Certificate is one of the duly authorized Certificates
designated as "7.89% US Airways Pass Through Certificate, Series 2000-3G"
(herein called the "Certificates"). This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement. By virtue
of its acceptance hereof, the Certificateholder of this Certificate assents
to and agrees to be bound by the provisions of the Agreement and the
Intercreditor Agreement. The property of the Trust includes certain
Equipment Notes and all rights of the Trust to receive any payments under
the Intercreditor Agreement, the Policy and any Liquidity Facility (the
"Trust Property"). Each issue of the Equipment Notes is or will be secured
by, among other things, a security interest in aircraft leased to or owned
by the Company.
The Certificates represent Fractional Undivided Interests in the
Trust and the Trust Property, and have no rights, benefits or interest in
respect of any other separate trust established pursuant to the terms of
the Basic Agreement for any other series of certificates issued pursuant
thereto.
Subject to and in accordance with the terms of the Agreement and any
related Intercreditor Agreement, from funds then available to the Trustee,
there will be distributed on each March 1 and September 1 (a "Regular
Distribution Date"), commencing on March 1, 2001, to the Person in whose
name this Certificate is registered at the close of business on the 15th
day preceding the Regular Distribution Date, an amount in respect of the
Scheduled Payments on the Equipment Notes due on such Regular Distribution
Date, the receipt of which has been confirmed by the Trustee, equal to the
product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Scheduled Payments.
Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, in the event that Special Payments on the
Equipment Notes are received by the Trustee, from funds then available to
the Trustee, there shall be distributed on the applicable Special
Distribution Date, to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the Special
Distribution Date, an amount in respect of such Special Payments on the
Equipment Notes, the receipt of which has been confirmed by the Trustee,
equal to the product of the percentage interest in the Trust evidenced by
this Certificate and an amount equal to the sum of such Special Payments so
received. If a Regular Distribution Date or Special Distribution Date is
not a Business Day, distribution shall be made on the immediately following
Business Day with the same force and effect as if made on such Regular
Distribution Date or Special Distribution Date and no interest shall accrue
during the intervening period. The Trustee shall mail notice of each
Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.
Distributions on this Certificate will be made by the Trustee by
check mailed to the Person entitled thereto, without the presentation or
surrender of this Certificate or the making of any notation hereon, except
that with respect to Certificates registered on the Record Date in the name
of a Clearing Agency (or its nominee), such distribution shall be made by
wire transfer. Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate will
be made after notice mailed by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate
at the office or agency of the Trustee specified in such notice.
The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or
any affiliate thereof. The Certificates are limited in right of payment,
all as more specifically set forth on the face hereof and in the Agreement.
All payments or distributions made to Certificateholders under the
Agreement shall be made only from the Trust Property and only to the extent
that the Trustee shall have sufficient income or proceeds from the Trust
Property to make such payments in accordance with the terms of the
Agreement. Each Certificateholder of this Certificate, by its acceptance
hereof, agrees that it will look solely to the income and proceeds from the
Trust Property to the extent available for distribution to such
Certificateholder as provided in the Agreement. This Certificate does not
purport to summarize the Agreement and reference is made to the Agreement
for information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby. A copy of the Agreement
may be examined during normal business hours at the principal office of the
Trustee, and at such other places, if any, designated by the Trustee, by
any Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any
time by the Company and the Trustee with the consent of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust.
Any such consent by the Certificateholder of this Certificate shall be
conclusive and binding on such Certificateholder and upon all future
Certificateholders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without
the consent of the Certificateholders of any of the Certificates.
As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at
the offices or agencies maintained by the Trustee in its capacity as
Registrar, or by any successor Registrar duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Registrar, duly executed by the Certificateholder hereof or such
Certificateholder's attorney duly authorized in writing, and thereupon one
or more new Certificates of authorized denominations evidencing the same
aggregate Fractional Undivided Interest in the Trust will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $1,000 Fractional Undivided Interest
and integral multiples thereof except that one Certificate may be issued in
a different denomination. As provided in the Agreement and subject to
certain limitations therein set forth, the Certificates are exchangeable
for new Certificates of authorized denominations evidencing the same
aggregate Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment of a sum sufficient to
cover any tax or governmental charge payable in connection therewith.
Each Certificateholder and Investor, by its acceptance of this
Certificate or a beneficial interest herein, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes.
The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the
Registrar, nor any such agent shall be affected by any notice to the
contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them
pursuant to the Agreement and the disposition of all property held as part
of the Trust Property.
Any Person acquiring or accepting this Certificate or an interest
herein will, by such acquisition or acceptance, be deemed to have
represented and warranted that either: (i) the assets of an employee
benefit plan subject to Title I of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or of a plan subject to Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code"), have not been
used to purchase this Certificate or an interest herein or (ii) the
purchase and holding of this Certificate or interest herein are exempt from
the prohibited transaction restrictions of ERISA and the Code pursuant to
one or more prohibited transaction statutory or administrative exemptions.
THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to
any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
US AIRWAYS PASS THROUGH TRUST
By: STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, as Trustee
By: ____________________________
Title: _________________________
Dated: _______________________
FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the
within-mentioned Agreement.
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, as Trustee
By: ____________________________
Authorized Officer
EXHIBIT B
[DTC Letter of Representations]
[Intentionally Omitted]
