EXHIBIT 4.22
French Pledge Agreement
N___U_
(FORM OF OWNED AIRCRAFT FRENCH PLEDGE AGREEMENT)
FRENCH PLEDGE AGREEMENT (N___U_)
THIS PLEDGE is made on this ___ day of --, -- (this "Pledge")
BETWEEN:
(1) US Airways, Inc., a Delaware corporation having its
principal place of business at 2345 Crystal Drive,
Arlington, Virginia 22227 U.S.A. (together with its
successors and permitted assigns, hereinafter referred to as
the "Pledgor"); and
(2) State Street Bank and Trust Company of Connecticut, National
Association, a national banking association having its
principal place of business at 225 Asylum Street, Goodwin
Square, Hartford, Connecticut 06103 U.S.A., acting not in
its individual capacity but solely as Indenture Trustee
under the Indenture (as hereinafter defined) (together with
its successors and assigns, hereinafter referred to as the
"Pledgee").
RECITALS
(A) Pursuant to the terms of the Indenture, the Pledgor has,
inter alia, assigned to the Pledgee by way of collateral security certain
of its right, interest, claims and demands in and to the Purchase Agreement
(as defined in the Indenture).
(B) The Pledgor and the Pledgee wish to create a pledge
under French law of the right, interest, claims and demands of the Pledgor
in and to the Purchase Agreement.
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. DEFINITIONS
Capitalized terms used herein without definition have the
respective meanings ascribed to them in the Indenture and Security
Agreement (N[-]), dated as of ________, 200_, and made between the Pledgor
and the Pledgee (whether set out therein or incorporated by reference).
2. PLEDGE
(a) In order to assure the due performance by the Pledgor of
the Secured Obligations and in order to secure the payment of all amounts
due and owing by the Pledgor in connection therewith (whether of principal,
interest or other amounts), the Pledgor hereby grants and pledges to the
Pledgee, all of the Pledgor's right, title and interest in and to (i) all
of the Pledgor's right, title and interest in and to (x) the Bill of Sale,
(y) Clauses 12, 13 and 17 of the Purchase Agreement (the "Pledged Rights")
and (z) the Consent and Guaranty (insofar as such Consent and Guaranty
relates to the Pledged Rights), as and to the extent that the same relates
to the Aircraft, except to the extent reserved below, including, without
limitation, in such pledge to Pledgee (A) all claims for damages in respect
of such Aircraft arising as a result of any default by AVSA under Clause
12, 13 or 17 of the Purchase Agreement, including, without limitation, all
warranty, service life policy and indemnity provisions contained in Clause
12 of the Purchase Agreement in respect of the Aircraft and all claims
thereunder and under the Consent and Guaranty in respect of the Aircraft
and (B) any and all rights of Pledgor to compel performance of the terms of
Clause 12, 13 and 17 of the Purchase Agreement and the Consent and Guaranty
in respect of the Aircraft; reserving to the Pledgor, however, all
Pledgor's rights and interests in and to Clauses 12, 13 and 17 of the
Purchase Agreement and the Consent and Guaranty as and to the extent that
Clause 12, 13 or 17 of the Purchase Agreement and the Consent and Guaranty
relate to aircraft other than the Aircraft and to the extent that the
Purchase Agreement and the Consent and Guaranty relate to any other matters
not directly pertaining to the Aircraft.
(b) If and so long as there shall not exist and be
continuing an Event of Default and, if an Event of Default is continuing,
so long as Pledgor remains in possession of the Aircraft, Pledgee hereby
authorizes Pledgor, to the exclusion of Pledgee, to exercise in Pledgor's
name all rights and powers related to the Pledged Rights and to retain any
recovery or benefit resulting from the enforcement of any of the Pledged
Rights in respect of the Aircraft, except that Pledgor may not enter into
any change order or other amendment, modification or supplement to the
Purchase Agreement without the written consent or countersignature of
Pledgee if such change order, amendment, modification or supplement would
result in any rescission, cancellation or termination of the Pledged Rights
in respect of the Aircraft or in any way limit the rights pledged
hereunder.
(c) Subject to the terms hereof, Pledgee accepts the pledge
contained in this Clause 2.
(d) It is understood that this Pledge is granted as security
for the payment of:
(i) the principal amount of (i) US$_____________ payable
with respect to the Series G Equipment Notes issued
pursuant to the Indenture and (ii) US$___________
payable with respect to the Series C Equipment Notes
issued pursuant to the Indenture;
(ii) interest on the outstanding amounts at the rate of
___% with respect to the Series G Equipment Notes and
____% with respect to the Series C Equipment Notes;
(iii) all other amounts payable by the Pledgor to the
Pledgee under the Operative Documents; and
(iv) any expenses incurred in the enforcement of the
payment obligations and recovery of the sums payable
under the Operative Documents.
3. NOTIFICATION
The Pledgor shall, in accordance with Article 2075 of the
French Civil Code, register a French translation of this Pledge with the
relevant French tax authorities ("recette des impots") and shall give
notice thereof by huissier to AVSA, S.A.R.L. and Airbus Industrie G.I.E..
4. GOVERNING LAW
The Pledge is of a commercial nature and shall be governed
by and construed in accordance with the laws of France.
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IN WITNESS WHEREOF, the parties hereto have caused this
Pledge to be duly executed as of the day and year first above written.
US AIRWAYS, INC.
By: _________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Indenture
Trustee
By: __________________________________
Name: ________________________________
Title: _________________________________
