EXHIBIT 4.3
US AIRWAYS, INC.
6.82% Pass Through Certificates, Series 1998-1, Class C
AMENDMENT NO. 1 TO
REGISTRATION AGREEMENT
January 20, 1999
AIRBUS INDUSTRIE FINANCIAL SERVICES
2nd Floor
George's Dock House
International Financial Center
Xxxxxx 0, Xxxxxxx
Dear Sirs:
Reference is made to the Registration Agreement dated as of
December 14, 1998 (the "Registration Agreement"), by and between US
Airways, Inc., a Delaware corporation ("US Airways" or the "Issuer") and
Airbus Industrie Financial Services, a corporation organized under the laws
of Ireland (the "Purchaser"), and agreed to by State Street Bank and Trust
Company, solely in its capacity as trustee (the "Trustee") of the US
Airways Pass Through Trust 1998-1C (the "Class C Trust"). Capitalized
terms used but not specifically defined herein are defined in the
Registration Agreement and, if not defined therein, in the Purchase
Agreement dated as of December 14, 1998 by and between US Airways and the
Purchaser pursuant to which US Airways issued and sold its 6.82% Class C
Pass Through Certificates, Series 1998-1 to the Purchaser. The parties to
the Registration Agreement hereby agree as follows:
1. Paragraphs 1 and 2 of Section 1 of the Registration
Agreement shall be amended and restated as follows:
1. Registered Exchange Offer. US Airways shall, at
its cost, prepare and, not later than seventy-five (75) days
after the Closing Date (or, if the 75th day is not a business
day, the first business day thereafter) (March 1, 1999, assuming
the Closing Date is December 14, 1998), file with the Securities
and Exchange Commission (the "Commission") a registration
statement (the "Exchange Offer Registration Statement") on an
appropriate form under the Securities Act of 1933, as amended
(the "1933 Act"), with respect to a proposed offer (the
"Registered Exchange Offer") to the Holders to cause the Class C
Trust to issue and deliver to such Holders, in exchange for the
Certificates, a like principal amount of pass through
certificates (the "Exchange Certificates") of the Class C Trust
with terms substantially identical in all material respects to
the Certificates (except that the Exchange Certificates will not
contain terms with respect to transfer restrictions or liquidated
damages), shall use all reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under
the 1933 Act not later than one hundred fifty (150) days after
the Closing Date (or, if the 150th day is not a business day, the
first business day thereafter) (May 13, 1999, assuming the
Closing Date is December 14, 1998), shall consummate the Exchange
Offer not later than one hundred eighty (180) days after the
Closing Date (or, if the 180th day is not a business day, the
first business day thereafter) (June 14, 1999 assuming the
Closing Date is December 14, 1998), and shall use all reasonable
best efforts to keep the Exchange Offer Registration Statement
effective under the 1933 Act until the close of business on the
180th day following the expiration of the Registered Exchange
Offer (such period being called the "Exchange Offer Registration
Period") for use by Exchanging Dealers (as defined below) as
contemplated in Section 4(g) below or for use as contemplated by
clause (ii) of the fourth paragraph of this Section 1.
The Issuer shall give the Purchaser written notice (the
"Issuer Effectiveness Notice") at least five (5) business days
before the date on which the Issuer reasonably expects the
Exchange Offer Registration Statement to be declared effective.
The Purchaser may give the Issuer written notice (the "Purchaser
Delay Notice") at any time after the date hereof but in no event
later than two (2) business days after the date of the Issuer
Effectiveness Notice of its request to delay the effective date
of the Exchange Offer Registration Statement, and in such notice
or in a written notice delivered promptly thereafter, the
Purchaser will specify another date for the effective date which
may not be later than 210 days after the Closing Date (the length
of such delay, the "Delay Period"). The Issuer will use its
reasonable best efforts to have the Exchange Offer Registration
Statement declared effective as requested by the Purchaser in a
valid notice, provided that the Issuer will have at least sixty
(60) days from the date of the notice to have the Exchange Offer
Registration Statement declared effective. The one hundred fifty
(150) day and one hundred eighty (180) day periods described
above will be extended by the Delay Period.
2. Paragraph 1 of Section 2 of the Registration Agreement shall
be amended and restated as follows:
2. Shelf Registration. If: (i) because of any change
in law or applicable interpretations thereof by the Commission's
staff, the Issuer determines that it is not permitted to effect
the Registered Exchange Offer as contemplated by Section 1
hereof; (ii) for any other reason the Registered Exchange Offer
is not consummated by the 180th day after the Closing Date (which
day shall be extended by the Delay Period, if any, and if such
day is not a business day, the first business day thereafter)
(June 14, 1999, assuming (a) the Closing Date is December 14,
1998 and (b) there is no Delay Period), (iii) the Purchaser so
requests if it so determines that any Holder is not eligible to
participate in the Registered Exchange Offer; (iv) the Purchaser
so requests with respect to Certificates not eligible to be
exchanged for Exchange Certificates in the Registered Exchange
Offer; (v) the Purchaser so requests if it so determines that any
Holder that participates in the Registered Exchange Offer does
not or will not receive freely transferable Exchange Certificates
in exchange for tendered Certificates (including as a result of
the Holder being required under applicable law to deliver a
prospectus in connection with any resale of Exchange
Certificates) or the Purchaser holds Private Exchange
Certificates (in the case of clause (iii), (iv) or (v), the
Purchaser may make the determination or request at any time after
the Closing Date and shall communicate such determination or
request to the Issuer in writing and, in connection therewith, if
such notice is given prior to the consummation of the Registered
Exchange Offer, the Purchaser may request that the Issuer and the
Class C Trust cease performing their obligations under Section 1,
in which event, the Issuer's and the Class C Trust's obligations
under Section 1, as well as any liabilities of the Issuer under
Section 3 related to Section 1, shall terminate); or (vi) if the
Issuer so elects, the following provisions shall apply:
3. The parties acknowledge that the provisions of Section 3 of
the Registration Agreement shall be subject to the terms of this amendment.
4. Upon the effectiveness of this amendment, all references in
the Registration Agreement and all other agreements, documents,
certificates, exhibits and instruments executed pursuant thereto, to the
Registration Agreement including, without limitation, references to "this
Agreement," "hereunder," "hereof," "herein" and words of like import
contained in the Registration Agreement shall, except where the context
otherwise requires, mean and be a reference to the Registration Agreement
as amended hereby.
5. Except as expressly amended hereby, all of the provisions of
the Registration Agreement shall remain unaltered and in full force and
effect and, as amended hereby, the Registration Agreement is in all
respects agreed to, ratified and confirmed by the parties hereto.
6. This amendment may be executed in any number of counterparts
and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
7. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
8. If any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.
Please confirm that the foregoing correctly sets forth the
agreement between US Airways and you.
Very truly yours,
US AIRWAYS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President of
Finance and Chief
Financial Officer
CONFIRMED AND ACCEPTED
as of the date first above written:
AIRBUS INDUSTRIE FINANCIAL SERVICES
By: /s/ P. Beroves
----------------------------
Name: P. Beroves
Title: Director
(counterpart signature page for Amendment No. 1 to Registration Agreement)
CONFIRMED AND ACCEPTED
as of the date first above written:
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: /s/ Xxxx X. Xxxxx
---------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
