EXHIBIT 4.3
MBIA INSURANCE CORPORATION
FINANCIAL GUARANTY INSURANCE POLICY
November 2, 2000
Policy No. 33413
Re: US AIRWAYS 2000-3G (THE "CLASS G TRUST")
$491,135,000 7.89% PASS THROUGH TRUST CERTIFICATES (THE
"CLASS G CERTIFICATES")
Insured PAYMENT OF INTEREST AT THE STATED INTEREST RATE FOR THE
Obligation: CLASS G CERTIFICATES AND, WITHOUT DUPLICATION, ANY
DEPOSIT RELATING TO THE ESCROW RECEIPTS REFERRED TO
BELOW (WITHOUT PREMIUM) AND PRINCIPAL ON THE CLASS G
CERTIFICATES (THE "INSURED OBLIGATION").
Beneficiary: STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION AS SUBORDINATION AGENT, AS AGENT
FOR THE CLASS G TRUSTEE (TOGETHER WITH ANY SUCCESSOR
SUBORDINATION AGENT DULY APPOINTED AND QUALIFIED UNDER
THE AGREEMENT (AS DEFINED BELOW), THE "SUBORDINATION
AGENT" OR THE "BENEFICIARY")
MBIA INSURANCE CORPORATION ("MBIA"), for consideration received,
hereby irrevocably, absolutely and unconditionally and without the
assertion of any defenses to payment, including fraud in the inducement or
fact or any other circumstances (other than payment in full) that would
have the effect of discharging a surety in law or in equity guarantees to
the Subordination Agent, subject only to the terms of this Policy (the
"Policy"), payment of the Insured Obligation. MBIA agrees to pay to the
Subordination Agent, in respect of each Distribution Date, an amount equal
to (each a "Deficiency Amount"):
(i) with respect to any Regular Distribution Date other than the
Final Legal Distribution Date, any shortfall in amounts available to the
Subordination Agent (or, in the case of Escrow Receipts, the Paying Agent
(as defined in the Escrow and Paying Agent Agreement for the Class G
Trust)), after giving effect to the subordination provisions of the
Agreement and to the application of any amounts available to the Escrow
Agent in the Class G Paying Agent Account in respect of accrued interest at
the Stated Interest Rate on the Class G Deposits, any drawing paid under
the Class G Liquidity Facility in respect of interest due on the Class G
Certificates on such Distribution Date and any withdrawal from the Class G
Cash Collateral Account in respect of interest due on the Class G
Certificates on such Distribution Date in accordance with the Agreement,
for the payment of accrued and unpaid interest on the Class G Certificates
and, without duplication, accrued and unpaid interest on any Deposit
relating to the Escrow Receipts (as defined in and issued under the Escrow
and Paying Agent Agreement for the Class G Trust), in each case at the
Stated Interest Rate for the Class G Certificates on the Pool Balance of
the Class G Certificates on such Distribution Date;
(ii) with respect to any Special Distribution Date (other than an
Election Distribution Date or a Special Distribution Date established
pursuant to the succeeding clause (iv) below) established by reason of
receipt of a Special Payment constituting the proceeds of any Series G
Equipment Notes (as to which there has been a default in the payment of
principal thereof or that has been accelerated) or the related Trust
Indenture Estate or Indenture Estate, as the case may be, any shortfall in
the amounts available to the Subordination Agent after giving effect to the
subordination provisions of the Agreement and to the application of any
amounts available to the Escrow Agent in the Class G Paying Agent Account
in respect of accrued interest on the Class G Deposits, any drawing paid
under the Class G Liquidity Facility in respect of interest due on the
Class G Certificates on such Distribution Date and any withdrawal from the
Class G Cash Collateral Account in respect of interest due on such
Distribution Date in accordance with the Agreement, required to reduce the
Pool Balance of the Class G Certificates by an amount equal to the
outstanding principal amount of such Series G Equipment Note (determined
immediately prior to the receipt of such proceeds) plus accrued and unpaid
interest on the amount of such reduction at the Stated Interest Rate for
the Class G Certificates from the period from the immediately preceding
Regular Distribution Date to such Special Distribution Date;
(iii) with respect to the Special Distribution Date established by
reason of the failure of the Subordination Agent to have received a Special
Payment constituting the proceeds of any Series G Equipment Note or the
related Trust Indenture Estate or Indenture Estate, as the case may be,
during the eighteen (18) month period beginning on the last date on which
full payment was made on such Series G Equipment Note (the date of such
payment in full, the "Last Payment Date") as to which there has been a
failure to pay principal or that has been accelerated subsequent to the
Last Payment Date, the amount equal to the outstanding principal amount of
such Series G Equipment Note plus accrued and unpaid interest thereon at
the Stated Interest Rate for the Class G Certificates from the immediately
preceding Regular Distribution Date to such Special Distribution Date;
provided, however, if MBIA shall have duly given a Policy Provider Election
(as defined below) with respect to such Series G Equipment Note at the end
of such eighteen (18) month period and at least five (5) days prior to such
Special Distribution Date, the Deficiency Amount shall be an amount equal
to (A) with respect to such Special Distribution Date the scheduled
principal and interest payable but not paid on such Series G Equipment Note
(without regard to the acceleration thereof) during such eighteen (18)
month period (after giving effect to the application of any drawing paid
under the Class G Liquidity Facility and any withdrawal from the Class G
Cash Collateral Account attributable to such interest on such Series G
Equipment Note) and (B) thereafter, on each Regular Distribution Date
following such Special Distribution Date as to which a Policy Provider
Election has been given in respect of such Series G Equipment Note, and
prior to the establishment of an Election Distribution Date or a Special
Distribution Date pursuant to the immediately succeeding clause (iv) with
respect to such Series G Equipment Note, an amount equal to the scheduled
principal (without regard to the acceleration thereof) and interest payable
on such Series G Equipment Note on the related payment date;
(iv) following the giving of any Policy Provider Election, with
respect to any Business Day elected by MBIA upon twenty (20) days' prior
notice (which shall be a Special Distribution Date) and upon request by
MBIA to the Subordination Agent to make a drawing under this Policy, an
amount equal to the then outstanding principal balance of the Series G
Equipment Note as to which the Policy Provider Election was given (less any
drawings previously paid by MBIA in respect of principal on such Series G
Equipment Note) and accrued and unpaid interest thereon at the Stated
Interest Rate for the Class G Certificates from the immediately preceding
Regular Distribution Date to such Special Distribution Date;
(v) with respect to any Special Distribution Date which is an
Election Distribution Date, an amount equal to the then outstanding
principal balance of the Series G Equipment Note as to which such Election
Distribution Date relates (less any drawing previously paid by MBIA in
respect of principal of such Series G Equipment Note) and accrued and
unpaid interest thereon at the Stated Interest Rate for the Class G
Certificates from the immediately preceding Regular Distribution Date to
such Election Distribution Date; and
(vi) with respect to the Final Legal Distribution Date, any
shortfall in amounts available to the Subordination Agent after giving
effect to the subordination provisions of the Agreement and to the
application of any amounts available to the Escrow Agent in the Class G
Paying Agent Account in respect of accrued interest on the Class G
Deposits, any drawing paid under the Class G Liquidity Facility in respect
of interest included in the Final Distribution and any withdrawal from the
Class G Cash Collateral Account in respect of interest included in the
Final Distribution in accordance with the Agreement, for the payment in
full of the Final Distribution (calculated as of such date but excluding
any accrued and unpaid premium) on the Class G Certificates.
For the avoidance of doubt, no Deficiency Amount described in
clauses (i)-(vi) above or payment to be made in respect of an Avoided
Payment described below shall constitute an accelerated or acceleration
payment.
If any amount paid or required to be paid in respect of the Class G
Certificates made to a Class G Certificateholder is voided (an "Avoidance
Event") under any applicable bankruptcy, insolvency, receivership or
similar law in an Insolvency Proceeding, and, as a result of such an
Avoidance Event, the Beneficiary, the Class G Trustee or any Class G
Certificateholder is required to return such voided payment, or any portion
of such voided payment made or to be made in respect of the Class G
Certificates (including any disgorgement from the Class G
Certificateholders resulting from any such Insolvency Proceeding, whether
such disgorgement is determined on a theory of preferential conveyance or
otherwise) (an "Avoided Payment"), MBIA will pay an amount equal to each
such Avoided Payment, irrevocably, absolutely and unconditionally and
without the assertion of any defenses to payment, including fraud in
inducement or fact or any other circumstances that would have the effect of
discharging a surety in law or in equity, upon receipt by MBIA from the
Beneficiary, the Class G Trustee or such Class G Certificateholder of (x) a
certified copy of a final (nonappealable) order of a court exercising
jurisdiction in such Insolvency Proceeding to the effect that the
Beneficiary, the Class G Trustee or such Class G Certificateholder is
required to return any such payment or portion thereof because such payment
was voided under applicable law, with respect to which order the appeal
period has expired without an appeal having been filed (the "Final Order"),
(y) an assignment, in the form of Exhibit D hereto, irrevocably assigning
to MBIA all rights and claims of such Beneficiary, Class G Trustee or Class
G Certificateholder relating to or arising under such Avoided Payment and
(z) a Notice of Avoided Payment in the form of Exhibit B hereto
appropriately completed and executed by the Beneficiary, Class G Trustee or
such Class G Certificateholder. Such payment shall be disbursed to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named
in the Final Order and not to the Beneficiary, Class G Trustee or such
Class G Certificateholder directly unless such Class G Certificateholder,
the Class G Trustee or the Beneficiary has returned such payment to such
receiver, conservator, debtor-in-possession or trustee in bankruptcy, in
which case such payment shall be disbursed to such Class G
Certificateholder, the Class G Trustee or the Beneficiary, as the case may
be.
Notwithstanding the foregoing, in no event shall MBIA be obligated
to make any payment in respect of any Avoided Payment, which payment
represents a payment of the principal amount of the Class G Certificates,
prior to the time MBIA would have been required to make a payment in
respect of such principal pursuant to sub-paragraphs (ii-vi) of this
Policy; provided, further, that no payment of principal under this Policy
on any Distribution Date, other than with respect to an Avoided Payment,
shall exceed the Net Principal Policy Amount (as defined below) for such
Distribution Date; provided, further, that no payment, other than with
respect to an Avoided Payment, of a Deficiency Amount shall be in excess of
the then outstanding Pool Balance of the Class G Certificates and accrued
and unpaid interest thereon at the Stated Interest Rate on the Class G
Certificates. This Policy does not cover (i) any premium, prepayment
penalty or other accelerated payment, which at any time may become due on
or with respect to any Class G Certificate, (ii) shortfalls, if any,
attributable to the liability of the Subordination Agent, the Paying Agent,
the Class G Trust or the Class G Trustee for withholding taxes, if any
(including interest and penalties in respect of any such liability), or
(iii) any failure of the Escrow Agent, the Subordination Agent or the Class
G Trustee to make any payment due to the Class G Certificateholders or, if
applicable, the Escrow Receiptholders from funds received.
Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Intercreditor Agreement
(the "Agreement") dated as of November 2, 2000, by and among MBIA, as
Policy Provider, Morgan Stanley Capital Services Inc., as Liquidity
Provider, the Class G Trustee and the Subordination Agent, without regard
to any amendment or supplement thereto unless such amendment or supplement
has been executed, or otherwise approved in writing, by MBIA.
"Class G Certificateholders" shall mean any person who is the
registered owner or beneficial owner of any of the Class G Certificates and
who, on the applicable Distribution Date, is entitled under the terms of
the Class G Certificates to payment thereunder.
"Election Distribution Date" shall mean any Special Distribution
Date established by the Subordination Agent upon 20 days' notice to the
Class G Certificateholders by reason of (i) the occurrence and continuation
of a Policy Provider Default occurring after a Policy Provider Election or
(ii) the receipt of a Special Payment constituting the proceeds of a Series
G Equipment Note as to which a Policy Provider Election has been given or
of the related Trust Indenture Estate or Indenture Estate.
"Final Legal Distribution Date" shall mean September 1, 2020.
"Insolvency Proceeding" means the commencement, after the date
hereof, of any bankruptcy, insolvency, readjustment of debt,
reorganization, marshalling of assets and liabilities or similar
proceedings by or against US Airways, Inc., any Liquidity Provider or any
Owner Trustee and the commencement, after the date hereof, of any
proceedings by US Airways, Inc., any Liquidity Provider, or any Owner
Trustee for the winding up or liquidation of its affairs or the consent,
after the date hereof, to the appointment of a trustee, conservator,
receiver, or liquidator in any bankruptcy, insolvency, readjustment of
debt, reorganization, marshalling of assets and liabilities or similar
proceedings of or relating to US Airways, Inc., any Liquidity Provider, or
any Owner Trustee.
"Insurance Agreement" shall mean the Insurance and Indemnity
Agreement (as may be amended, modified or supplemented from time to time),
dated as of November 2, 2000, by and among MBIA, US Airways, Inc., the
Class G Trustee and the Subordination Agent.
"Insured Amounts" shall mean, with respect to any Distribution
Date, the Deficiency Amount for such Distribution Date.
"Net Principal Policy Amount" shall mean the Pool Balance of the
Class G Certificates as of the Closing Date minus all amounts previously
drawn on the Policy with respect to principal.
"Nonpayment" shall mean, with respect to any Distribution Date, a
Deficiency Amount owing to the Subordination Agent for distribution to the
Class G Certificateholders or, if applicable, the Escrow Receiptholders in
respect of such Distribution Date.
"Notice of Avoided Payment" shall mean the notice, substantially in
the form of Exhibit B hereto, delivered pursuant to the Policy and sent to
the contact person at the address and/or fax number set forth in the
Policy, and specifying the Avoided Payment which shall be due and owing on
the applicable Distribution Date.
"Notice of Nonpayment" shall mean the notice, substantially in the
form of Exhibit A hereto, delivered pursuant to this Policy and sent to the
contact person at the address and/or fax numbers set forth in the Policy
specifying the Insured Amount which shall be due and owing to the Class G
Trustee (or the Paying Agent) for distribution to the Class G
Certificateholders or, if applicable, the Escrow Receiptholders on the
applicable Distribution Date.
"Policy Provider Election" shall mean a notice given by MBIA when
no Policy Provider Default shall have occurred and be continuing and the
Policy Provider has endorsed the Policy in compliance with Section 3.7(c)
of the Intercreditor Agreement, stating that MBIA elects to make payments
of Deficiency Amounts as defined under the proviso to clause (iii) of the
definition of Deficiency Amounts in respect of any Series G Equipment Note
in lieu of applying clause (iii) (without the proviso) of the definition of
Deficiency Amount, which notice shall be given to the Subordination Agent
not less than five (5) days prior to the Special Distribution Date
established for payment of a Deficiency Amount under clause (iii) of the
definition thereof.
"Trust Agreement" shall mean the Pass Through Trust Agreement,
dated as of October 5, 2000 among US Airways, Inc. and State Street Bank
and Trust Company of Connecticut, National Association, as Trustee, as
supplemented by Trust Supplement No. 2000-3G dated as of November 2, 2000
among US Airways, Inc. and the Class G Trustee, pursuant to which the Class
G Certificates have been issued.
Payment of amounts hereunder shall be made in immediately available
funds (x) with respect to Deficiency Amounts no later than 3:00 p.m., New
York City time, on the later of (a) the relevant Distribution Date and (b)
the Business Day of presentation to State Street Bank and Trust Company,
N.A., as Fiscal Agent for MBIA or any successor fiscal agent appointed by
MBIA (the "Fiscal Agent") of a Notice of Nonpayment, appropriately
completed and executed by the Beneficiary (if such Notice of Nonpayment is
received by 1:00 p.m. on such day), and (y) with respect to Avoided
Payments, prior to 3:00 p.m. New York City time, on the third Business Day
following MBIA's receipt of the documents required under clauses (x)
through (z) of the third paragraph of this Policy. Any such documents
received by MBIA after 1:00 p.m. New York City time on any Business Day or
on any day that is not a Business Day shall be deemed to have been received
by MBIA prior to 1:00 p.m. on the next succeeding Business Day. All
payments made by MBIA hereunder in respect of Avoided Payments will be made
with MBIA's own funds. A Notice of Nonpayment or Notice of Avoided Payment
under this Policy may be presented to the Fiscal Agent on any Business Day
by (a) delivery of the original Notice of Nonpayment or Notice of Avoided
Payment to the Fiscal Agent at its address set forth below, or (b)
facsimile transmission of the original Notice of Nonpayment or Notice of
Avoided Payment to the Fiscal Agent at its facsimile number set forth
below. If presentation is made by facsimile transmission, the Beneficiary
shall (i) simultaneously confirm transmission by telephone to the Fiscal
Agent at its telephone number set forth below, and (ii) as soon as
reasonably practicable, deliver the original Notice of Nonpayment or Notice
of Avoided Payment to the Fiscal Agent at its address set forth below. Each
Notice of Nonpayment or Notice of Avoided Payment shall be delivered by
facsimile and mail to MBIA simultaneously with its delivery to the Fiscal
Agent.
If any Notice of Nonpayment or Notice of Avoided Payment received
by the Fiscal Agent is not in proper form or is otherwise insufficient for
the purpose of making a claim hereunder, it shall be deemed not to have
been received by the Fiscal Agent, and MBIA or the Fiscal Agent, as the
case may be, shall promptly so advise the Beneficiary, and the Beneficiary
may submit an amended Notice of Nonpayment or Notice of Avoided Payment, as
the case may be.
Payments due hereunder unless otherwise stated herein will be
disbursed by the Fiscal Agent to the Subordination Agent for the benefit of
the Class G Certificateholders or, if applicable, the Escrow Receiptholders
by wire transfer of immediately available funds in the amount of such
payment. Other than amounts payable in respect of Avoided Payments, MBIA's
obligations under this Policy shall be discharged to the extent funds to be
applied to pay the Insured Obligations under and in accordance with the
Intercreditor Agreement are received by the Subordination Agent (including
funds disbursed by MBIA as provided in this Policy and received by the
Subordination Agent) or the Paying Agent in accordance with the Escrow and
Paying Agent Agreement for the Class G Trust whether or not such funds are
properly applied by the Subordination Agent, the Paying Agent or the Class
G Trustee. MBIA's obligations to make payments in respect of any Avoided
Payments shall be discharged to the extent such payments are made by MBIA
hereunder and are received by the Subordination Agent, the Class G Trustee,
the applicable Class G Certificateholder or the receiver, conservator,
debtor-in-possession or trustee in bankruptcy as applicable, whether or
not such payments are properly applied by the Subordination Agent or the
Class G Trustee.
The Fiscal Agent is the agent of MBIA only, and the Fiscal Agent
shall in no event be liable to Class G Certificateholders for any acts of
the Fiscal Agent or any failure of MBIA to deposit or cause to be deposited
sufficient funds to make payments due under this Policy.
Any notice hereunder delivered to the Fiscal Agent of MBIA may be
made at the address listed below for the Fiscal Agent of MBIA or such other
address within the United States as MBIA shall specify in writing to the
Subordination Agent.
The notice address of the Fiscal Agent is 61 Broadway, 15th Floor,
New York, New York 10006, Attention: Municipal Registrar and Paying Agency,
Facsimile: (212) 612-3201, Telephone: (212) 612-3458.
All notices, presentations, transmissions, deliveries and
communications made by the Beneficiary to MBIA with respect to this Policy
shall specifically refer to the number of this Policy and shall be made to
MBIA at:
MBIA Insurance Corporation
113 King Street
Armonk, N.Y. 10504
Attention: Insured Portfolio Management,
Structured Finance
Telephone: (914) 273-4545
Facsimile: (914) 765-3810
or such other address, telephone number or facsimile number as MBIA may
designate to the Beneficiary in writing from time to time. Each such
notice, presentation, transmission, delivery and communication shall be
effective only upon actual receipt by MBIA.
To the extent and in the manner specified in the Intercreditor
Agreement or the Escrow and Paying Agent Agreement for the Class G Trust,
MBIA shall be subrogated to the rights of each Class G Certificateholder to
receive payments under the Class G Certificates and the Escrow Receipts to
the extent of any payment hereunder.
This Policy is neither transferable nor assignable, in whole or in
part, except to a successor Subordination Agent duly appointed and
qualified under the Agreement. Such transfer and assignment shall be
effective upon receipt by MBIA of a copy of the instrument effecting such
transfer and assignment signed by the transferor and by the transferee, and
a certificate, properly completed and signed by the transferor and the
transferee, in the form of Exhibit C hereto (which shall be conclusive
evidence of such transfer and assignment), and, in such case, the
transferee instead of the transferor shall, without the necessity of
further action, be entitled to all the benefits of and rights under this
Policy in the transferor's place, provided that, in such case, the Notice
of Nonpayment presented hereunder shall be a certificate of the transferee
and shall be signed by one who states therein that he is a duly authorized
officer of the transferee.
There shall be no acceleration payment due under this Policy unless
such acceleration is at the sole option of MBIA.
This Policy shall terminate and the obligations of MBIA hereunder
shall be discharged on the day (the "Termination Date") which is one year
and one day following the Distribution Date upon which the Final
Distribution on the Class G Certificates is made. The foregoing
notwithstanding, if an Insolvency Proceeding is existing during the one
year and one day period set forth above, then this Policy and MBIA's
obligations hereunder shall terminate on the later of (i) the date of the
conclusion or dismissal of such Insolvency Proceeding without continuing
jurisdiction by the court in such Insolvency Proceeding, and (ii) the date
on which MBIA has made all payments required to be made under the terms of
this Policy in respect of Avoided Payments.
This Policy is not covered by the property/casualty insurance fund
specified in Article Seventy-Six of the New York State insurance law.
This Policy sets forth in full the undertaking of MBIA, and, except
as expressly provided in the Insurance Agreement and the Agreement and
shall not be modified, altered or affected by any other agreement or
instrument, including any modification or amendment to any other agreement
or instrument, or by the merger, consolidation or dissolution of US
Airways, Inc. or any other Person and may not be canceled or revoked by
MBIA prior to the time it is terminated in accordance with the express
terms hereof. The Premium on this Policy is not refundable for any reason.
This Policy shall be returned to MBIA upon termination.
THIS POLICY SHALL BE CONSTRUED, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED, IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES OR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
IN WITNESS WHEREOF, MBIA has caused this Policy to be duly executed
on the date first written above.
MBIA INSURANCE CORPORATION
By: /s/ Lisa A. Wilson
----------------------------
Name: Lisa A. Wilson
Title: Assistant Secretary
By: /s/ Gary C. Dunten
----------------------------
Name: Gary C. Dunten
Title: President
EXHIBIT A TO POLICY NUMBER 33413
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS
Date: [ ]
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management,
Structured Finance
State Street Bank and Trust Company, N.A.
61 Broadway, 15th Floor
New York, New York 10006
Attention: Municipal Registrar and Paying Agency
Reference is made to Policy No. 33413 dated November 2, 2000 (the
"Policy") issued by MBIA Insurance Corporation ("MBIA"). Terms capitalized
herein and not otherwise defined shall have the meanings ascribed to such
terms in or pursuant to the Policy unless the context otherwise requires.
The Subordination Agent hereby certifies as follows:
[1. The Subordination Agent is the registered holder (as agent
and trustee for the Class G Trustee) of the Series G
Equipment Notes held in the Class G Trust under the Class G
Trust Agreement.
[2. The relevant Distribution Date is __________. Such
Distribution Date is a [Regular Distribution Date, a Special
Distribution Date, an Election Distribution Date or the
Final Legal Distribution Date].
[3. Payment of accrued and unpaid interest on the Class G
Certificates and, without duplication, accrued and unpaid
interest on any Deposit relating to the Escrow Receipts, in
each case at the Stated Interest Rate on the outstanding
Pool Balance of Class G Certificates accrued to the
Distribution Date which is a Regular Distribution Date as
determined pursuant to paragraph (i) of the definition of
"Deficiency Amount" in the Policy is an amount equal to
$_________________.]
[3. The amount determined for payment to the Class G
Certificateholders pursuant to paragraph (ii) of the
definition of "Deficiency Amount" in the Policy on the
Distribution Date which is a Special Distribution Date
(other than an Election Distribution Date) in respect of a
reduction in the outstanding Pool Balance of such Class G
Certificates and accrued and unpaid interest on the amount
of such reduction at the Stated Interest Rate for the Class
G Certificates is $___________.]
[3. The Subordination Agent has not received a timely Policy
Provider Election pursuant to the Policy and the amount
determined for payment to the Class G Certificateholders
pursuant to paragraph (iii) of the definition of "Deficiency
Amount" in the Policy on the Distribution Date which is a
Special Distribution Date in respect of the outstanding
principal amount of the relevant Series G Equipment Note(s)
and accrued and unpaid interest accrued thereon at the
Stated Interest Rate for the Class G Certificates is
$_______.]
[3. The Subordination Agent has received a timely Policy
Provider Election pursuant to the Policy and the amount
determined for payment to the Class G Certificateholders
pursuant to the provision in paragraph (iii)(A) of the
definition of "Deficiency Amount" in the Policy on the
Distribution Date which is a Special Distribution Date in
respect of scheduled principal (without regard to
acceleration thereof) and interest at the Stated Interest
Rate for the Class G Certificates payable but not paid on
the relevant Series G Equipment Note during the eighteen
(18) month period referred to in such paragraph (iii) is
$_________.]
[3. The Subordination Agent has received a timely Policy
Provider Election pursuant to the Policy, no Election
Distribution Date has been established pursuant to the
Policy or Special Distribution Date established pursuant to
clause (iv) of the definition of "Deficiency Amount" and the
amount determined for payment to the Class G
Certificateholders pursuant to paragraph (iii)(B) of the
definition of "Deficiency Amount" in the Policy on the
Distribution Date which is a Regular Distribution Date in
respect of scheduled principal (without regard to
acceleration thereof) and interest payable on the relevant
Series G Equipment Note on the related payment date is
$------------.]
[3. The Subordination Agent has received a timely Policy
Provider Election pursuant to the Policy, the Special
Distribution Date related hereto is a Business Day elected
by MBIA upon 20 days' prior notice and the amount determined
for payment to the Class G Certificateholders pursuant to
paragraph (iv) of the definition of "Deficiency Amount" in
the Policy in respect of outstanding principal on such
Series G Equipment Note (less any drawings previously paid
by MBIA in respect of principal on the relevant Series G
Equipment Note) and accrued and unpaid interest thereon at
the Stated Interest Rate for the Class G Certificates from
the immediately preceding Regular Distribution Date to such
Special Distribution Date is $----------.]
[3. The amount determined for payment to the Class G
Certificateholders pursuant to paragraph (v) of the
definition of "Deficiency Amount" in the Policy on the
Distribution Date which is an Election Distribution Date in
respect of the outstanding principal balance of the relevant
Series G Equipment Note (less any drawings previously paid
by MBIA in respect of principal on such Series G Equipment
Note) and accrued and unpaid interest thereon at the Stated
Interest Rate for the Class G Certificates from the
immediately preceding Regular Distribution Date to such
Election Distribution Date is $__________.]
[3. The amount determined for payment to the Class G
Certificateholders pursuant to paragraph (vi) of the
definition of "Deficiency Amount" in the Policy on the
Distribution Date which is the Final Legal Distribution Date
in respect of payment in full of the Final Distribution
(other than premium) on the Class G Certificates is
$----------.]
4. The sum of $__________________ is the Insured Amount that is
due.
5. The Subordination Agent has not heretofore made a demand for
the Insured Amount in respect of such Distribution Date.
6. The Subordination Agent hereby requests payment of such
Insured Amount that is due for payment be made by MBIA under
the Policy and directs that payment under the Policy be made
to the following account by bank wire transfer of federal or
other immediately available funds in accordance with the
terms of the Policy to:
[ ]
ABA # [ ]
Acct # [ ]
FBO: [ ]
[Policy Account number.]
7. The Subordination Agent hereby agrees that, following
receipt of the Insured Amount from MBIA, it shall (a) cause
such funds to be deposited in the Policy Account and not
permit such funds to be held in any other account, (b)
either (i) cause such funds to be paid to the Class G
Trustee for distribution to the Class G Certificateholders
in reduction of the Pool Balance of, or interest on, the
Class G Certificates (as applicable) and not apply such
funds for any other purpose or (ii) cause such funds to be
paid to the Class G Paying Agent for distribution to the
holders of the Class G Escrow Receipts in payment of accrued
and unpaid interest on any Deposit related to the Class G
Escrow Receipts, in each case in accordance with the terms
of the Agreement and (c) maintain an accurate record of such
payments with respect to the Class G Certificates and Class
G Escrow Receipts and the corresponding claim on the Policy
and proceeds thereof.
State Street Bank and Trust
Company of Connecticut,
National Association,
as Subordination Agent
By:
Title:
(Officer)
EXHIBIT B TO POLICY NUMBER
33413
NOTICE OF AVOIDED PAYMENT AND DEMAND
FOR PAYMENT OF AVOIDED PAYMENT
Date: [ ]
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management,
Structured Finance
State Street Bank and Trust Company, N.A.
61 Broadway, 15th Floor
New York, New York 10006
Attention: Municipal Registrar and Paying Agency
Reference is made to Policy No. 33413 dated November 2, 2000 (the
"Policy") issued by MBIA Insurance Corporation ("MBIA"). Terms capitalized
herein and not otherwise defined shall have the meanings ascribed to such
terms in or pursuant to the Policy unless the context otherwise requires.
The [Class G Certificateholder/Class G Trustee/Subordination Agent]
hereby certifies as follows:
[1. The Class G Trust holds the Series G Equipment Notes of
which the Subordination Agent is the registered holder (as
agent and trustee for the Class G Trustee) under the Trust
Agreement.]
[1. The Subordination Agent is registered holder (as agent and
trustee for the Class G Trustee) of the Series G Equipment
Notes held in the Class G Trust under the Trust Agreement.]
2. The Subordination Agent has established ______________ as a
Special Distribution Date pursuant to the Agreement for
amounts claimed hereunder.
3. A Final Order providing for the recovery of an Avoided
Payment of $___________________ has been issued.
4. $__________________ of the amount set forth in item No. 3
above has been paid by the [Class G Certificateholder/Class
G Trustee/Subordination Agent] and $________________ is
required to be paid to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the
Final Order.
5. The [Class G Certificateholder/Class G Trustee/Subordination
Agent] has not heretofore made a demand for such Avoided
Payment.
6. The [Class G Certificateholder/Class G Trustee/Subordination
Agent] has delivered to MBIA or has attached hereto all
documents required by the Policy to be delivered in
connection with such Avoided Payment.
7. The [Class G Certificateholder/Class G Trustee/Subordination
Agent] hereby requests that payment of $______________ of
such Avoided Payment be made to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the
Final Order and $________________ of such Avoided Payment be
paid to the [Class G Certificateholder] [Class G Trustee]
[Subordination Agent [for payment over to the Class G
Trustee] for distribution to the Class G Certificateholder],
in each case, by MBIA under the Policy and directs that
payment under the Policy be made to the following account by
bank wire transfer of federal or other immediately available
funds in accordance with the terms of the Policy to:
For the portion to be paid to the receiver, conservator,
debtor-in-possession or trustee, to ______________________:
ABA # [ ]
Acct # [ ]
FBO: [ ]
[relevant account number]
For the portion to be paid to the Subordination Agent:
ABA # [ ]
Acct # [ ]
FBO: [ ]
[Policy Account Number]
[Name of Subordination Agent]
By:
Title:__________________________
(Officer)
EXHIBIT C TO POLICY NUMBER 33413
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management,
Structured Finance
Dear Sirs:
Reference is made to that certain Policy, Number 33413 dated
November 2, 2000 (the "Policy") which has been issued by MBIA Insurance
Corporation in favor of the Subordination Agent.
The undersigned [Name of Transferor] has transferred and assigned
(and hereby confirms to you said transfer and assignment) all of its rights
in and under said Policy to [Name of Transferee] and confirms that [Name of
Transferor] no longer has any rights under or interest in said Policy.
Transferor and Transferee have indicated on the face of said Policy
that it has been transferred and assigned to Transferee.
Transferee hereby certifies that it is a duly authorized transferee
under the terms of said Policy and is accordingly entitled, upon
presentation of the document(s) called for therein, to receive payment
thereunder.
-------------------------
[Name of Transferor]
By:______________________
[Name and Title of
Authorized Officer of
Transferor]
-------------------------
[Name of Transferee]
By:______________________
[Name and Title of
Authorized Officer of
Transferee]
EXHIBIT D TO POLICY NUMBER 33413
FORM OF ASSIGNMENT
Reference is made to that certain Policy No. 33413, dated November
2, 2000 (the "Policy") issued by MBIA Insurance Corporation ("MBIA")
relating to the US Airways 2000-3G Pass Through Trust Certificates. Unless
otherwise defined herein, capitalized terms used in this Assignment shall
have the meanings assigned thereto in the Policy as incorporated by
reference therein. In connection with the Avoided Payment of [$ ] paid by
the undersigned (the "[Class G Certificateholder/Class G
Trustee/Beneficiary]") on [ ] and the payment by MBIA in respect of such
Avoided Payment pursuant to the Policy, the [Class G
Certificateholder/Class G Trustee/Beneficiary] hereby irrevocably and
unconditionally, without recourse, representation or warranty (except as
provided below), sells, assigns, transfers, conveys and delivers to MBIA
all of such [Class G Certificateholder's/Class G Trustee's/Beneficiary's]
rights, title and interest in and to any rights or claims, whether accrued,
contingent or otherwise, which the [Class G Certificateholder/Class G
Trustee/Beneficiary] now has or may hereafter acquire, against any person
relating to, arising out of or in connection with such Avoided Payment. The
[Class G Certificateholder/Class G Trustee/Beneficiary] represents and
warrants that such claims and rights are free and clear of any lien or
encumbrance created or incurred by such [Class G Certificateholder/Class G
Trustee/Beneficiary].(1)
---------------------------------------------
[Class G Certificateholder/Class G Trustee/Beneficiary]
--------
1 In the event that the terms of this form of assignment are
reasonably determined to be insufficient solely as a result of a change of
law or applicable rules after the date of the Policy to fully vest all of
the [Class G Certificateholder's/Class G Trustee's/ Beneficiary's right],
title and interest in such rights and claims, the [Class G
Certificateholder/Class G Trustee/Beneficiary] and MBIA shall agree on such
other form as is reasonably necessary to effect such assignment, which
assignment shall be without recourse, representation or warranty except as
provided above.
