EXHIBIT 4(a)(xii)
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NOTE PURCHASE AGREEMENT
Dated as of December 14, 1998
Among
US AIRWAYS, INC.,
STATE STREET BANK AND TRUST COMPANY
as Pass Through Trustee under each of the
Pass Through Trust Agreements
STATE STREET BANK AND TRUST COMPANY
as Subordination Agent
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Escrow Agent
and
STATE STREET BANK AND TRUST COMPANY,
as Paying Agent
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INDEX TO NOTE PURCHASE AGREEMENT
Page
SECTION 1. Definitions.............................................4
SECTION 2. Financing of New Aircraft...............................4
SECTION 3. Conditions Precedent....................................8
SECTION 4. Representations and Warranties..........................9
SECTION 5. Covenants..............................................14
SECTION 6. Notices................................................15
SECTION 7. Expenses...............................................16
SECTION 8. Further Assurances.....................................17
SECTION 9. Miscellaneous..........................................17
SECTION 10. Governing Law..........................................18
SCHEDULES
Schedule I New Aircraft and Scheduled Closing Months
Schedule II Trust Supplements
Schedule III Deposit Agreements
Schedule IV Escrow and Paying Agent Agreements
Schedule V Mandatory Document Terms
Schedule VI Mandatory Economic Terms
Schedule VII Aggregate Amortization Schedule
ANNEX
Annex A Definitions
EXHIBITS
Exhibit A-1 Form of Leased Aircraft Participation Agreement
Exhibit A-2 Form of Lease
Exhibit A-3 Form of Leased Aircraft Indenture
Exhibit A-4 Form of Aircraft Purchase Agreement Assignment
Exhibit A-5 Form of Leased Aircraft Trust Agreement
Exhibit B Form of Closing Notice
Exhibit C-1 Form of Owned Aircraft Participation Agreement
Exhibit C-2 Form of Owned Aircraft Indenture
NOTE PURCHASE AGREEMENT
This NOTE PURCHASE AGREEMENT, dated as of December 14, 1998,
among (i) US Airways, Inc., a Delaware corporation (the "Company"), (ii)
State Street Bank and Trust Company, a Massachusetts trust company, not in
its individual capacity except as otherwise expressly provided herein, but
solely as trustee (in such capacity together with its successors in such
capacity, the "Pass Through Trustee") under each of the three separate Pass
Through Trust Agreements (as defined below), (iii) State Street Bank and
Trust Company, a Massachusetts trust company, as subordination agent and
trustee (in such capacity together with its successors in such capacity,
the "Subordination Agent") under the Intercreditor Agreement (as defined
below), (iv) First Security Bank, National Association, a national banking
association, as Escrow Agent (in such capacity together with its successors
in such capacity, the "Escrow Agent"), under each of the Escrow and Paying
Agent Agreements (as defined below) and (v) State Street Bank and Trust
Company, a Massachusetts trust company, as Paying Agent (in such capacity
together with its successors in such capacity, the "Paying Agent") under
each of the Escrow and Paying Agent Agreements.
W I T N E S S E T H:
WHEREAS, US Airways Group, Inc. has obtained commitments from
the Seller pursuant to the Aircraft Purchase Agreement for the delivery of
the twenty-three (23) aircraft listed in Schedule I hereto (together with
any aircraft substituted therefor in accordance with the Aircraft Purchase
Agreement prior to the delivery thereof, the "New Aircraft");
WHEREAS, pursuant to the Basic Pass Through Trust Agreement and
each of the Trust Supplements set forth in Schedule II hereto, and
concurrently with the execution and delivery of this Agreement, separate
grantor trusts (collectively, the "Pass Through Trusts" and, individually,
a "Pass Through Trust") have been created to facilitate certain of the
transactions contemplated hereby, including, without limitation, the
issuance and sale of pass through certificates pursuant thereto
(collectively, the "Certificates") to provide for a portion of the
financing of the Aircraft;
WHEREAS, the Company has entered into the Underwriting
Agreement dated as of December 4, 1998 (the "Underwriting Agreement") with
the several underwriters (the "Underwriters") named therein, which provides
that the Company will cause the Pass Through Trustee of each of the Class A
Trust and the Class B Trust to issue and sell the Class A Certificates and
the Class B Certificates to the Underwriters;
WHEREAS, the Company has entered into a Class C Trust
Certificate Purchase Agreement, dated as of December 14, 1998 (the "Class C
Purchase Agree ment") with Airbus Industrie Financial Services ("AIFS")
which provides that the Company will cause the Trustee of the Class C Trust
to issue and sell Class C Certificates to AIFS;
WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) the Escrow Agents and the Depositaries entered into the
Deposit Agreements set forth in Schedule III hereto (the "Deposit
Agreements") whereby the applicable Escrow Agent agreed to direct the
Underwriters and AIFS to make certain deposits referred to therein on the
Issuance Date (the "Initial Deposits") and to permit the applicable Pass
Through Trustee to make additional deposits from time to time thereafter
(the Initial Deposits together with such additional deposits are
collectively referred to as the "Deposits") and (ii) the Pass Through
Trustees, the Underwriters, AIFS, the Paying Agents and the Escrow Agents
entered into the Escrow and Paying Agent Agreements set forth in Schedule
IV hereto (the "Escrow and Paying Agent Agreements") whereby, among other
things, (a) the Underwriters and AIFS agreed to deliver an amount equal to
the amount of the Initial Deposits to the applicable Depositary on behalf
of the applicable Escrow Agent and (b) the applicable Escrow Agent, upon
the applicable Depositary receiving such amount, has agreed to deliver
escrow receipts to be affixed to each Certificate;
WHEREAS, the Company will determine whether to enter into a
leveraged lease transaction as lessee with respect to such New Aircraft (a
"Leased Aircraft") or to issue secured equipment notes in order to finance
such New Aircraft (an "Owned Aircraft") and will give to the Pass Through
Trustee a Closing Notice (as defined below) specifying its election;
WHEREAS, upon receipt of a Closing Notice with respect to a New
Aircraft, subject to the terms and conditions of this Agreement, the
applicable Pass Through Trustees will enter into the applicable Financing
Agreements relating to such New Aircraft;
WHEREAS, on the Closing Date under the applicable Financing
Agreements, each Pass Through Trustee will fund its purchase of Equipment
Notes with the proceeds of one or more Deposits withdrawn by the applicable
Escrow Agent under the related Deposit Agreement bearing the same interest
rate as the Certificates issued by such Pass Through Trust; and
WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) ABN AMRO BANK N.V., a bank organized under the laws of the
Netherlands, acting through its Chicago branch (the "Liquidity Provider"),
has entered into three (3) revolving credit agreements (each, a "Liquidity
Facility"), one each for the benefit of the Certificate Holders of each
Pass Through Trust, with the Subordination Agent, as agent for the Pass
Through Trustee on behalf of each such Pass Through Trust and (ii) the Pass
Through Trustee, the Liquidity Provider and the Subordination Agent have
entered into the Intercreditor Agreement, dated as of the date hereof (the
"Intercreditor Agreement").
NOW, THEREFORE, in consideration of the foregoing premises and
the mutual agreements herein contained and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:
Section 1. Definitions. Capitalized terms used but not
defined herein shall have the respective meanings set forth or incorporated
by reference in Annex A.
Section 2. Financing of New Aircraft. (a) The Company confirms
that US Airways Group, Inc. has entered into the Aircraft Purchase
Agreement with the Seller pursuant to which US Airways Group, Inc. has
agreed to purchase, and the Seller has agreed to deliver, the New Aircraft
in the months specified in Schedule I hereto, all on and subject to terms
and conditions specified in the Aircraft Purchase Agreement. US Airways
Group, Inc. has, or prior to the scheduled delivery date for the New
Aircraft will, assign the right to purchase the New Aircraft to the
Company. The Company agrees to finance the New Aircraft in the manner
provided herein, all on and subject to the terms and conditions hereof and
of the relevant Financing Agreements.
(b) In furtherance of the foregoing, the Company agrees
to give the parties hereto, each Depositary and each of the Rating Agencies
not less than two (2) Business Day's prior notice (a "Closing Notice") of
the scheduled closing date (the "Scheduled Closing Date") (or, in the case
of a Substitute Closing Notice under Section 2(f) or (g) hereof, one (1)
Business Day's prior notice of a financing in respect of each New Aircraft,
which notice shall:
(i) specify whether the Company has
elected to treat such New Aircraft as a Leased Aircraft or an Owned
Aircraft;
(ii) specify the Scheduled Closing Date on
which the financing therefor in the manner provided herein
shall be consummated;
(iii) instruct the Pass Through Trustees to
instruct each Escrow Agent to provide a Notice of Purchase Withdrawal
to the Depositary with respect to the Equipment Notes to be issued in
connection with the financing of such New Aircraft;
(iv) instruct the Pass Through Trustees to
enter into the Participation Agreement included in the Financing
Agreements with respect to such Aircraft in such form and at such a
time on or before the Scheduled Closing Date specified in such
Closing Notice and to perform its obligations thereunder;
(v) specify the aggregate principal amount of
each series of Equipment Notes to be issued, and purchased by the
Pass Through Trustees, in connection with the financing of such New
Aircraft on such Scheduled Closing Date (which shall in all respects
comply with the Mandatory Economic Terms); and
(vi) if such New Aircraft is to be a Leased
Aircraft, certify that the related Owner Participant (A) is not an
Affiliate of the Company and (B) based on the representations of such
Owner Participant, is either (1) a Qualified Owner Participant or (2)
any other person the obligations of which under the Owner Participant
Documents (as defined in the applicable Participation Agreement) are
guaranteed by a Qualified Owner Participant.
Notwithstanding the foregoing, in the event the Scheduled Closing Date for
any Aircraft to be financed pursuant to the terms hereof is on or within 3
business days following the date of issuance of the Certificates, the
Closing Notice therefor may be delivered to the parties hereto on such
Scheduled Closing Date.
(c) Upon receipt of a Closing Notice, the Pass Through
Trustees shall, and shall cause the Subordination Agent to, enter into and
perform their obligations under the Participation Agreement specified in
such Closing Notice, provided, however, that such Participation Agreement
and the other Financing Agreements to be entered into pursuant to such
Participation Agreement shall be in the forms thereof annexed hereto in all
material respects with such changes therein as shall have been requested by
the related Owner Participant (in the case of Lease Financing Agreements),
agreed to by the Company and, if modified in any material respect, as to
which Rating Agency Confirmation shall have been obtained from each Rating
Agency by the Company (to be delivered by the Company to the applicable
Pass Through Trustee on or before the relevant Closing Date, it being
understood that if Rating Agency Confirmation shall have been received with
respect to any Financing Agreements and such Financing Agreements are
utilized for subsequent New Aircraft (or Substitute Aircraft) without
material modifications, no additional Rating Agency Confirmation shall be
required); provided, however, that the relevant Financing Agreements as
executed and delivered shall not vary the Mandatory Economic Terms and
shall contain the Mandatory Document Terms (as such Mandatory Document
Terms may be modified in accordance with Schedule V hereto).
Notwithstanding the foregoing, if any Financing Agreement annexed hereto
shall not have been reviewed by either Rating Agency prior to the Issuance
Date, then, prior to the use thereof in connection with the financing of
any Aircraft hereunder, the Company shall obtain from each Rating Agency a
confirmation that the use of such Financing Agreement would not result in
(A) a reduction of the rating for any Class of Certificates below the then
current rating for such Class of Certificates or (B) a withdrawal or
suspension of the rating of any Class of Certificates.
(d) With respect to each New Aircraft, the Company shall
cause State Street Bank and Trust Company (or such other person that meets
the eligibility requirements to act as loan trustee under the Leased
Aircraft Indenture or Owned Aircraft Indenture) to execute as Loan Trustee
the Financing Agreements relating to such Aircraft to which such Loan
Trustee is intended to be a party, and shall concurrently therewith execute
such Financing Agreements to which the Company is intended to be a party
and perform its respective obligations thereunder. Upon the request of
either Rating Agency, the Company shall deliver or cause to be delivered to
each Rating Agency a true and complete copy of each Financing Agreement
relating to the financing of each New Aircraft together with a true and
complete set of the closing documentation (including legal opinions)
delivered to the related Loan Trustee, Subordination Agent and Pass Through
Trustee under the related Participation Agreement.
(e) If after giving any Closing Notice, there shall be a
delay in the delivery of a New Aircraft, or if on the Scheduled Closing
Date of a New Aircraft the financing thereof in the manner contemplated
hereby shall not be consummated for whatever reason, the Company shall give
the parties hereto prompt notice thereof. Concurrently with the giving of
such notice of postponement or subsequently, the Company shall give the
parties hereto a substitute Closing Notice specifying the date (the
"Substitute Closing Date") to which the applicable financing shall have
been re-scheduled (which shall be a Business Day before the Cut-Off Date on
which the Escrow Agents shall be entitled to withdraw one or more Deposits
under each of the applicable Deposit Agreements to enable each applicable
Pass Through Trustee to fund its purchase of the related Equipment Notes).
Upon receipt of any such notice of postponement, each applicable Pass
Through Trustee shall comply with its obligations under Section 5.01 of
each of the Trust Supplements and thereafter the financing of the relevant
New Aircraft shall take place on the Substitute Closing Date therefor (all
on and subject to the terms and conditions of the relevant Financing
Agreements) unless further postponed as provided herein.
(f) Anything in this Section 2 to the contrary
notwithstanding, the Company shall have the right at any time on or before
the Scheduled Closing Date of any New Aircraft, and subsequent to its
giving a Closing Notice therefor, to postpone the Scheduled Closing Date of
such New Aircraft so as to enable the Company to change its election to
treat such New Aircraft as a Leased Aircraft or an Owned Aircraft by
written notice of such postponement to the other parties hereto. The
Company shall subsequently give the parties hereto a substitute Closing
Notice complying with the provisions of Section 2(b) hereof and specifying
the new Closing Date for such postponed New Aircraft (which shall be a
Business Day occurring before the Cut-Off Date and on which the Escrow
Agents shall be entitled to withdraw Deposits under each of the applicable
Deposit Agreements sufficient to enable each applicable Pass Through
Trustee to fund its purchase of the related Equipment Notes). In addition,
the Company shall have the further right, anything in this Section 2 to the
contrary notwithstanding, to accept delivery of a New Aircraft under the
Aircraft Purchase Agreement on the Closing Date thereof by utilization of
bridge financing of such New Aircraft and promptly thereafter give the
parties hereto a Closing Notice specifying a Closing Date not later than
thirty (30) days after the Closing Date of such New Aircraft and no later
than the Cut-Off Date and otherwise complying with the provisions of
Section 2(b) hereof. All other terms and conditions of this Note Purchase
Agreement shall apply to the financing of any such New Aircraft on the
re-scheduled Closing Date therefor except the re-scheduled Closing Date
shall be deemed the Closing Date of such New Aircraft for all purposes of
this Section 2.
(g) If the delivery date for any New Aircraft under the
Aircraft Purchase Agreement is delayed for more than 30 days beyond the
month scheduled for delivery or beyond the Cut-Off Date, the Company may
identify for delivery a substitute aircraft therefor meeting the following
conditions (together with the substitute aircraft referred to in the next
sentence, a "Substitute Aircraft"): (i) a Substitute Aircraft must be an
Airbus Model A319 or A320 aircraft delivered by the Seller to the Company
after the date of this Agreement, (ii) the Substitute Aircraft must have
been manufactured after October 1, 1998 and (iii) the Company shall be
obligated to obtain Rating Agency Confirmation in respect of the
replacement of any New Aircraft by Substitute Aircraft. Upon the
satisfaction of the conditions set forth above with respect to a Substitute
Aircraft, the New Aircraft to be replaced shall cease to be subject to this
Agreement and all rights and obligations of the parties hereto concerning
such New Aircraft shall cease, and such Substitute Aircraft shall become
and thereafter be subject to the terms and conditions of this Agreement to
the same extent as such New Aircraft.
(h) The Company shall have no liability for the failure
of the Pass Through Trustees to purchase Equipment Notes with respect to
any New Aircraft or Substitute Aircraft, other than the Company's
obligation, if any, to pay the Deposit Make-Whole Amount pursuant to
Section 5(a)(i) of this Agreement.
(i) The parties agree that if, in connection with the
delivery of a New Aircraft or Substitute Aircraft, any Owner Participant
who is to be a party to any Lease Financing Agreements shall not be a
"citizen of the United States" within the meaning of 49 U.S.C. ss.
40102(a)(15), then the applicable Lease Financing Agreements shall be
modified, consistent with the Mandatory Document Terms (as such Mandatory
Document Terms may be modified in accordance with Schedule V hereto), to
require such Owner Participant to enter into a voting trust, voting powers
or similar arrangement satisfactory to the Company that (A) enables such
New Aircraft or Substitute Aircraft to be registered in the United States
and (B) complies with the FAA regulations issued under the Act applicable
thereto.
(j) Anything herein to the contrary notwithstanding, the
Company shall not have the right, and shall not be entitled, at any time to
request the issuance of Equipment Notes of any series to any Pass Through
Trustee in an aggregate principal amount in excess of the amount of the
Deposits then available for withdrawal by the Escrow Agent under and in
accordance with the provisions of the related Deposit Agreement.
Section 3. Conditions Precedent. The obligation of the Pass
Through Trustees to enter into, and to cause the Subordination Agent to
enter into, any Participation Agreement as directed pursuant to a Closing
Notice and to perform its obligations under such Participation Agreement is
subject to satisfaction of the following conditions:
(a) no Triggering Event shall have occurred;
(b) the Company shall have delivered a certificate to
each such Pass Through Trustee and each Liquidity Provider stating that (i)
such Participation Agreement and the other Financing Agreements to be
entered into pursuant to such Participation Agreement do not vary the
Mandatory Economic Terms and contain the Mandatory Document Terms (as such
Mandatory Document Terms may be modified in accordance with Schedule V
hereto) and (ii) any substantive modification of such Financing Agreements
from the forms thereof attached to this Agreement do not materially and
adversely affect the Certificate Holders, and such certification shall be
true and correct;
(c) if required by Section 2(c) and in place of the
statement in clause (ii) of Section 3(b) above, Rating Agency Confirmation
from each Rating Agency; and
(d) in the case of the Class C Trust, on any Closing Date
that occurs at a time when AIFS is the record or beneficial owner of any
Class C Certificate, the Class C Trustee shall have received a certificate
signed by the Chief Financial Officer, Treasurer or Assistant Treasurer of
the Company, to the effect that (i) all of the conditions precedent set
forth in Section 6 the Aircraft Financing Letter Agreement have been
satisfied, (ii) no "Termination Event" has occurred under Section 7 of the
Aircraft Financing Letter Agreement and (iii) the terms and conditions of
such Participation Agreement and the related Operative Documents comply
with the provisions of Section 13 of the Purchase Agreement.
Anything herein to the contrary notwithstanding, the obligation
of each Pass Through Trustee to purchase Equipment Notes shall terminate on
the Cut-Off Date. In addition, the obligation of the Pass Through Trustee
of the Class C Trust to purchase Equipment Notes shall terminate on the
date on which a "Termination Event" under the Aircraft Financing Letter
Agreement occurs, if on such date AIFS is the record or beneficial owner of
any Class C Trust Certificate.
Section 4. Representations and Warranties.
(a) The Company represents and warrants on the date
hereof and on each Closing Date that:
(i) the Company is duly incorporated, validly
existing and in good standing under the laws of the State of Delaware
and is a "citizen of the United States" as defined in 49 U.S.C. ss.
40102(a)(15), and has the full corporate power, authority and legal
right under the laws of the State of Delaware to execute and deliver
this Agreement and each Financing Agreement to which it will be a
party and to carry out the obligations of the Company under this
Agreement and each Financing Agreement to which it will be a party;
(ii) the execution and delivery by the
Company of this Agreement and the performance by the Company of its
obligations under this Agreement have been duly authorized by the
Company and will not violate its Certificate of Incorporation or
by-laws or the provisions of any indenture, mortgage, contract or
other agreement to which it is a party or by which it is bound;
(iii) this Agreement constitutes the legal, valid
and binding obligation of the Company, enforceable against it in
accordance with its terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the rights of creditors generally and by
general principles of equity, whether considered in a proceeding at
law or in equity; and
(iv)if a certificate is required to be delivered
under Section 3(d), the statements contained therein are true
and correct.
(b) State Street Bank and Trust Company represents and
warrants on the date hereof and on each Closing Date that:
(i) State Street Bank and Trust Company is
duly incorporated, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts and is a "citizen of the
United States" as defined in 49 U.S.C. ss. 40102(a)(15), and has the
full corporate power, authority and legal right under the laws of the
Commonwealth of Massachusetts and the United States pertaining to its
banking, trust and fiduciary powers to execute and deliver this
Agreement and each Financing Agreement to which it will be a party
and to carry out the obligations of State Street Bank and Trust
Company, in its capacity as Subordination Agent, Pass Through Trustee
or Paying Agent, as the case may be, under this Agreement and each
Financing Agreement to which it will be a party;
(ii) the execution and delivery by State Street
Bank and Trust Company, in its capacity as Subordination Agent, Pass
Through Trustee or Paying Agent, as the case may be, of this
Agreement and the performance by State Street Bank and Trust Company,
in its capacity as Subordination Agent, Pass Through Trustee or Paying
Agent, as the case may be, of its obligations under this Agreement
have been duly authorized by State Street Bank and Trust Company, in
its capacity as Subordination Agent, Pass Through Trustee or Paying
Agent, as the case may be, and will not violate its articles of
association or by-laws or the provisions of any indenture, mortgage,
contract or other agreement to which it is a party or by which it is
bound; and
(iii) this Agreement constitutes the legal, valid
and binding obligation of State Street Bank and Trust Company, in its
capacity as Subordination Agent, Pass Through Trustee or Paying Agent,
as the case may be, enforceable against it in accordance with its
terms, except as the same may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
rights of creditors generally and by general principles of equity,
whether consid ered in a proceeding at law or in equity.
(c) The Pass Through Trustee hereby confirms to each of
the other parties hereto that its representations and warranties set forth
in Section 7.15 of the Basic Pass Through Trust Agreement and Section 5.04
of each Trust Supplement are true and correct as of the date hereof.
(d) The Subordination Agent represents and warrants that:
(i) the Subordination Agent is duly incorpo
rated, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts, and has the full corporate power,
authority and legal right under the laws of the Commonwealth of
Massachusetts and the United States pertaining to its banking, trust
and fiduciary powers to execute and deliver this Agreement and each
Financing Agreement to which it is or will be a party and to perform
its obligations under this Agreement and each Financing Agreement to
which it is or will be a party;
(ii) this Agreement has been duly authorized,
executed and delivered by the Subordination Agent; this Agreement
constitutes the legal, valid and binding obligations of the
Subordination Agent enforceable against it in accordance with its
terms, except as the same may be limited by applicable bankruptcy,
insolvency reorganization, moratorium or similar laws affecting the
rights of creditors generally and by general principles of equity,
whether considered in a proceeding at law or in equity;
(iii) none of the execution, delivery and
performance by the Subordination Agent of this Agreement contravenes
any law, rule or regulation of the Commonwealth of Massachusetts or
any United States governmental authority or agency regulating the
Subordination Agent's banking, trust or fiduciary powers or any
judgment or order applicable to or binding on the Subordination Agent
and do not contravene the Subordination Agent's articles of
association or by-laws or result in any breach of, or constitute a
default under, any agreement or instrument to which the Subordination
Agent is a party or by which it or any of its properties may be
bound;
(iv) neither the execution and delivery by the
Subordination Agent of this Agreement nor the consummation by the
Subordination Agent of any of the transactions contemplated hereby
requires the consent or approval of, the giving of notice to, the
registra tion with, or the taking of any other action with respect
to, any Massa chusetts governmental authority or agency or any
federal governmental authority or agency regulating the Subordination
Agent's banking, trust or fiduciary powers;
(v) there are no Taxes payable by the
Subordination Agent imposed by the Commonwealth of Massachusetts or
any political subdivision or taxing authority thereof in connection
with the execution, delivery and performance by the Subordination
Agent of this Agreement (other than franchise or other taxes based on
or measured by any fees or compensation received by the Subordination
Agent for services rendered in connection with the transactions
contemplated by the Intercreditor Agreement or any of the Liquidity
Facilities), and there are no Taxes payable by the Subordination
Agent imposed by the Common wealth of Massachusetts or any political
subdivision thereof in connection with the acquisition, possession or
ownership by the Subordination Agent of any of the Equipment Notes
(other than franchise or other taxes based on or measured by any fees
or compensation received by the Subordina tion Agent for services
rendered in connection with the transactions contemplated by the
Intercreditor Agreement or any of the Liquidity Facilities); and
(vi) there are no pending or threatened actions
or proceedings against the Subordination Agent before any court or
administrative agency which individually or in the aggregate, if
deter mined adversely to it, would materially adversely affect the
ability of the Subordination Agent to perform its obligations under
this Agreement.
(e) The Escrow Agent represents and warrants that:
(i) the Escrow Agent is a national banking
association duly incorporated, validly existing and in good standing
under the laws of the United States and has the full corporate power,
authority and legal right under the laws of the United States
pertaining to its banking, trust and fiduciary powers to execute and
deliver this Agree ment, each Deposit Agreement and each Escrow and
Paying Agent Agreement (collectively, the "Escrow Agent Agreements")
and to carry out the obligations of the Escrow Agent under each of
the Escrow Agent Agreements;
(ii) the execution and delivery by the Escrow
Agent of each of the Escrow Agent Agreements and the performance by
the Escrow Agent of its obligations hereunder and thereunder have
been duly authorized by the Escrow Agent and will not violate its
articles of association or by-laws or the provisions of any
indenture, mortgage, contract or other agreement to which it is a
party or by which it is bound; and
(iii) each of the Escrow Agent Agreements
constitutes the legal, valid and binding obligations of the Escrow
Agent enforceable against it in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of
creditors generally and by general principles of equity, whether
considered in a proceeding at law or in equity.
(f) The Paying Agent represents and warrants that:
(i) the Paying Agent is duly incorporated,
validly existing and in good standing under the laws of the Common
wealth of Massachusetts and has the full corporate power, authority
and legal right under the laws of the United States pertaining to its
banking, trust and fiduciary powers to execute and deliver this Agreement
and each Escrow and Paying Agent Agreement (collectively, the "Paying
Agent Agreements") and to carry out the obligations of the Paying
Agent under each of the Paying Agent Agreements;
(ii) the execution and delivery by the Paying
Agent of each of the Paying Agent Agreements and the performance by
the Paying Agent of its obligations hereunder and thereunder have
been duly authorized by the Paying Agent and will not violate its
articles of association or by-laws or the provisions of any
indenture, mortgage, contract or other agreement to which it is a
party or by which it is bound; and
(iii) each of the Paying Agent Agreements
constitutes the legal, valid and binding obligations of the Paying
Agent enforceable against it in accordance with its terms, except as
the same may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of
creditors generally and by general principles of equity, whether
considered in a proceeding at law or in equity.
Section 5. Covenants. (a) The Company covenants with
each of the other parties hereto that:
(i) on the date that the Depositary is
obligated to pay the amount of the Final Withdrawal to the Paying
Agent pursuant to a Deposit Agreement relating to any Trust, the
Company shall pay to the Pass Through Trustee of such Trust no later
than 1:00 p.m. (New York time) an amount equal to the Deposit
Make-Whole Amount, if any, required to be paid in respect of such
Final Withdrawal amount;
(ii) subject to Section 5(a)(iv) of this
Agreement, the Company shall at all times maintain its corporate
existence and shall not wind up, liquidate or dissolve or take any
action, or fail to take any action, that would have the effect of any
of the foregoing;
(ii) the Company shall at all times remain a
U.S. Air Carrier (as defined in the Financing Agreements) and shall at
all times be otherwise certificated and registered to the extent
necessary to entitle (i) in the case of Leased Aircraft, the Owner
Trustee (and the Indenture Trustee as assignee of the Owner Trustee's
rights under each Lease) to the rights afforded to lessors of
aircraft equipment under Section 1110 and (ii) in the case of Owned
Aircraft, the Indenture Trustee to the rights afforded to secured
parties of aircraft equipment under Section 1110;
(iv)Section 7(v) of each Participation
Agreement is hereby incorporated by reference herein; and
(v) on any date the Company is obligated to
pay to the Pass Through Trustee on behalf of the Class C Trust a
Class C Special Indemnity Payment pursuant to the Participation
Agreement, the Company shall pay to the Pass Through Trustee on behalf
of the Class C Trust the amount which has accrued during such Lease
Period (as defined in the Participation Agreement) in accordance with
the following sentence and which remains unpaid on such date (such
amount, the "Class C Special Deposit Payment"). The Class C Special
Deposit Payment shall accrue during each Lease Period at a daily rate
equal to the Multiplier, in effect from time to time during such
Lease Period, multiplied by the aggregate principal amount of the
Deposit on such date divided by 360. The Pass Through Trustee agrees
that it will accept and receive the Class C Special Deposit Payment
on behalf of the Class C Trust and that it will distribute the Class
C Special Deposit Payment in accordance with the Class C Trust.
(b) State Street Bank and Trust Company, in its individual
capacity, covenants with each of the other parties to this Agreement that
it will, immediately upon obtaining knowledge of any facts that would cast
doubt upon its continuing status as a "citizen of the United States" as
defined in 49 U.S.C. ss. 40102(a)(15) and promptly upon public disclosure
of negotiations in respect of any transaction which would or might
adversely affect such status, notify in writing all parties hereto of all
relevant matters in connection therewith. Upon State Street Bank and Trust
Company giving any such notice, State Street Bank and Trust Company shall,
subject to Section 8.02 of any Indenture then entered into, resign as
Trustee in respect of such Indenture.
Section 6. Notices. Unless otherwise specifically
provided herein, all notices required or permitted by the terms of this
Agreement shall be in English and in writing, and any such notice shall
become effective upon being delivered personally or,
if promptly confirmed by mail, when dispatched by facsimile or other
written telecommu nication, addressed to such party hereto at its address
or facsimile number set forth below the signature of such party at the foot
of this Agreement.
Section 7. Expenses. (a) The Company agrees to pay to the
Subordination Agent when due an amount or amounts equal to the fees payable
to the Liquidity Provider under Section 2.03 of each Liquidity Facility and
the related Fee Letter (as defined in the Intercreditor Agreement)
multiplied by a fraction the numerator of which shall be the then
outstanding aggregate amount of the Deposits under the Deposit Agreements
and the denominator of which shall be the sum of (x) the then outstanding
aggregate principal amount of the Series A Equipment Notes, Series B
Equipment Notes and Series C Equipment Notes issued under all of the
Indentures and (y) the then outstanding aggregate amount of the Deposits
under the Deposit Agree ments.
(b) So long as no Equipment Notes have been issued in
respect of any Aircraft, the Company agrees to pay (i) to the Subordination
Agent when due (A) the amount equal to interest on any Downgrade Advance
(other than Applied Downgrade Advance) payable under Section 3.07 of each
Liquidity Facility minus Investment Earnings while such Downgrade Advance
shall be outstanding, (B) the amount equal to interest on any Non-Extension
Advance (other than an Applied Non- Extension Advance) payable under
Section 3.07 of each Liquidity Facility minus Investment Earnings while
such Non-Extension Advance shall be outstanding, (C) any other amounts owed
to the Liquidity Provider by the Subordination Agent as borrower under each
Liquidity Facility (other than amounts due as repayment of advances
thereunder or as interest on such advances, except to the extent payable
pursuant to clause (A) or (B)), (ii) all compensation and reimbursement of
expenses, disbursements and advances payable by the Company under the Pass
Through Trust Agreements, (iii) all compensation and reimbursement of
expenses and disbursements payable to the Subordination Agent under the
Intercreditor Agreement except with respect to any income or franchise
taxes incurred by the Subordination Agent in connection with the
transactions contemplated by the Intercreditor Agreement and (iv) in the
event the Company requests any amendment to any Operative Document, all
reasonable fees and expenses (including, without limitation, fees and
disbursements of counsel) of the Escrow Agent and/or the Paying Agent in
connection therewith. For purposes of this Section 7(b), the terms "Applied
Non-Extension Advance," "Downgrade Advance", "Investment Earnings" and
"Non-Extension Advance" shall have the meanings specified in each Liquidity
Facility.
Section 8. Further Assurances. Each party hereto shall duly
execute, acknowledge and deliver, or shall cause to be executed,
acknowledged and delivered, all such further agreements, instruments,
certificates or documents, and shall do and cause to be done such further
acts and things, in any case, as any other party hereto shall reasonably
request in connection with its administration of, or to carry out more
effectually the purposes of, or to better assure and confirm unto it the
rights and benefits to be provided under, this Agreement.
Section 9. Miscellaneous. (a) Provided that the transactions
contemplated hereby have been consummated, and except as otherwise provided
for herein, the representations, warranties and agreements herein of the
Company, the Subordination Agent, the Escrow Agent, the Paying Agent and
the Pass Through Trustee, and the Company's, the Subordination Agent's, the
Escrow Agent's, the Paying Agent's and the Pass Through Trustee's
obligations under any and all thereof, shall survive the expiration or
other termination of this Agreement and the other agreements referred to
herein.
(b) This Agreement may be executed in any number of
counterparts (and each of the parties hereto shall not be required to
execute the same counterpart). Each counterpart of this Agreement,
including a signature page executed by each of the parties hereto, shall be
an original counterpart of this Agreement, but all of such counterparts
together shall constitute one instrument. Neither this Agreement nor any of
the terms hereof may be terminated, amended, supplemented, waived or
modified orally, but only by an instrument in writing signed by the party
against which the enforcement of the termination, amendment, supplement,
waiver or modification is sought. The index preceding this Agreement and
the headings of the various Sections of this Agreement are for convenience
of reference only and shall not modify, define, expand or limit any of the
terms or provisions hereof. The terms of this Agreement shall be binding
upon, and shall inure to the benefit of, the Company and its successors and
permitted assigns, the Pass Through Trustee and its successors as Pass
Through Trustee (and any additional trustee appointed) under any of the
Pass Through Trust Agreements, the Escrow Agent and its successors as
Escrow Agent under the Escrow and Paying Agent Agreements, the Paying Agent
and its successors as Paying Agent under the Escrow and Paying Agent
Agreement and the Subordination Agent and its successors as Subordination
Agent under the Intercreditor Agreement.
(c) This Agreement is not intended to, and shall not,
provide any person not a party hereto (other than the Underwriters, AIFS
and each of the beneficiaries of Section 7 hereof) with any rights of any
nature whatsoever against any of the parties hereto, and no person not a
party hereto (other than the Underwriters, AIFS and each of the
beneficiaries of Section 7 hereof) shall have any right, power or privilege
in respect of, or have any benefit or interest arising out of, this
Agreement.
Section 10.Governing Law. THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.
[This space intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Note
Purchase Agreement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.
US AIRWAYS, INC.
By:
Name:
Title:
Address: 0000 Xxxxxxx Xxxxx,
Xxxxxxxxx, XX 00000
Attention: Treasurer
Facsimile: 000-000-0000
STATE STREET BANK AND TRUST COM PANY, not in
its individual capacity, except as otherwise
provided herein, but solely as Pass Through
Trustee
By:
Name:
Title:
Address: 0 Xxxxxxxxxxxxx Xxxxx, 0xx
Xxxxx
Xxxxxx, XX 00000
AttentionCorporate Trust
Administration
Facsimile617-664-5151
00
XXXXX XXXXXX BANK AND TRUST COM PANY, not in
its individual capacity, except as otherwise
provided herein, but solely as Subordi nation
Agent
By:
Name:
Title:
Address: 0 Xxxxxxxxxxxxx Xxxxx, 0xx
Xxxxx
Xxxxxx, XX 00000
AttentionCorporate Trust
Administration
Facsimile617-664-5151
FIRST SECURITY BANK, NATIONAL ASSO
CIATION, as Escrow Agent
By:
Name:
Title:
Address: 00 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
AttentionCorporate Trust Department
Facsimile801-246-5053
00
XXXXX XXXXXX XXXX AND TRUST COM
PANY, as Paying Agent
By:
Name:
Title:
Address: 0 Xxxxxxxxxxxxx Xxxxx, 0xx
Xxxxx
Xxxxxx, XX 00000
AttentionCorporate Trust
Administration
Facsimile617-664-5151
21
SCHEDULE I to
NOTE PURCHASE AGREEMENT
NEW AIRCRAFT AND SCHEDULED CLOSING MONTHS
New Aircraft Expected Manufacturer's Scheduled
Type Registration Number Serial Number Delivery Months
Airbus A319 N700UW 0885 October 15, 1998
Airbus A319 N701UW 0890 October 20, 1998
Airbus A319 N702UW 0896 November 2, 1998
Airbus A319 N703UW 0904 November 10, 1998
Airbus A319 N704US 0922 December 1998
Airbus A319 N705UW 0929 December 1998
Airbus A320 N101UW 0936 January 1999
Airbus A319 N706US 0946 January 1999
Airbus A319 N707UW 0949 January 1999
Airbus A319 N708UW 0972 February 1999
Airbus A319 N709UW 0997 March 1999
Airbus A320 N102UW 0844 May 1999
Airbus A320 N103US 0861 May 1999
Airbus A319 N710UW 1019 May 1999
Airbus A320 N104UW 0863 June 1999
Airbus A320 N105UW 0868 June 1999
Airbus A319 N711UW 1033 June 1999
Airbus A319 N712US 1038 June 1999
Airbus A320 N106US 1044 July 1999
Airbus A319 N713UW 1040 July 1999
Airbus A319 N714US 1046 July 1999
Airbus A319 N715UW 1051 July 1999
Airbus A319 N716UW 1055 July 1999
Sch. I-1
SCHEDULE II to
NOTE PURCHASE AGREEMENT
TRUST SUPPLEMENTS
Trust Supplement dated as of the Issuance Date between
the Company
and the Pass Through Trustee in respect of US Airways Pass Through
Trust, Series
1998-1A.
Trust Supplement dated as of the Issuance Date between
the Company
and the Pass Through Trustee in respect of US Airways Pass Through
Trust, Series
1998-1B.
Trust Supplement dated as of the Issuance Date between
the Company
and the Pass Through Trustee in respect of US Airways Pass Through
Trust, Series
1998-1C.
Sch. II-2
SCHEDULE III to
NOTE PURCHASE AGREEMENT
DEPOSIT AGREEMENTS
Deposit Agreement (Class A) dated as of the Issuance
Date between
Credit Suisse First Boston, New York Branch and the Escrow Agent.
Deposit Agreement (Class B) dated as of the Issuance
Date between
Credit Suisse First Boston, New York Branch and the Escrow Agent.
Deposit Agreement (Class C) dated as of the Issuance
Date between
Citibank, N.A. and the Escrow Agent.
Sch. III-1
SCHEDULE IV to
NOTE PURCHASE AGREEMENT
ESCROW AND PAYING AGENT AGREEMENTS
Escrow and Paying Agent Agreement (Class A) dated as of
the Issuance
Date among the Escrow Agent, the Underwriters, the Pass Through
Trustee and the
Paying Agent.
Escrow and Paying Agent Agreement (Class B) dated as of
the Issuance
Date among the Escrow Agent, the Underwriters, the Pass Through
Trustee and the
Paying Agent.
Escrow and Paying Agent Agreement (Class C) dated as of
the Issuance
Date among the Escrow Agent, AIFS, the Pass Through Trustee and the
Paying Agent.
Sch. IV-1
SCHEDULE V to
NOTE PURCHASE AGREEMENT
MANDATORY DOCUMENT TERMS
The terms "Trust Indenture Form," "Lease Form" and
"Participation Agreement Form" shall have the respective meanings specified
in Schedule VI to the Note Purchase Agreement.
1. May not modify in any material adverse respect as regards
the interests of the Note Holders, the Subordination Agent, the Liquidity
Provider or the Indenture Trustee, the Granting Clause of the Trust
Indenture Form so as to deprive the Note Holders of a first priority
security interest in and mortgage lien on the Aircraft, the rights of US
Airways under the Aircraft Purchase Agreement to the extent assigned under
the Indenture and in the case of a Leased Aircraft Indenture, the Lease or
to eliminate any of the obligations intended to be secured thereby or
otherwise modify in any material adverse respect as regards the interests
of the Note Holders, the Subordina tion Agent, the Liquidity Provider or
the Indenture Trustee the provisions of Article II or III or Sections 4.02,
4.03, 4.04, 5.02, 5.06, 9.01, 10.04, 10.11 or 10.12 of the Trust Indenture
Form for the Leased Aircraft or Article II or III or Sections 4.02, 4.03,
4.04, 5.02, 5.06, 10.01, 11.04, 11.11 or 11.12 of the Trust Indenture Form
for the Owned Aircraft.
2. May not modify in any material adverse respect as regards
the interests of the Note Holders, the Subordination Agent, the Liquidity
Provider or the Indenture Trustee the provisions of Section 3(c)(v), the
proviso to the first sentence of Section 3(e), 7(a)(1)(A), clause (6) of
the final paragraph of Section 10(a), 18, 21, the penultimate sentence of
Section 25 or Section 27 of the Lease Form or otherwise modify the terms of
the Lease Form so as to deprive the Indenture Trustee of rights expressly
granted to the "Indenture Trustee" therein.
3. May not modify in any material adverse respect as regards
the interests of the Note Holders, the Subordination Agent, the Liquidity
Provider or the Indenture Trustee the provisions of Section 4(a)(ix)(1),
4(a)(ix)(2), 4(a)(ix)(3), 4(a)(xi) to the extent such section requires
special counsel for the Lessee to deliver an opinion relating to Section
1110 of the Bankruptcy Code, Section 7(c), 7(h), the second sentence of
Section 7(n), 7(q), 7(z), 14(f) or 14(h) of the Participation Agreement
Form so as to eliminate the requirement to deliver to the Loan Participant
or the Indenture Trustee, as the case may be, the legal opinions to be
provided to such Persons thereunder (recognizing that the lawyers rendering
such opinions may be changed) or of the provisions of Section 7(d)(II)(E)
of the Participation Agreement Form as regards the rights of the Indenture
Trustee thereunder or otherwise modify the terms of the Participation
Agreement Form to deprive the Trustees, the Subordination Agent, the
Liquidity Provider or the Indenture Trustee of any indemnity or right of
reimbursement in its favor for Expenses or Taxes.
4. May not modify, in any material adverse respect as regards
the interests of the Note Holders, the Subordination Agent, the Liquidity
Provider or the Indenture Trustee, the definition of "Make-Whole Amount" in
Annex A to the Participation Agreement Form.
Notwithstanding the foregoing, any such Mandatory Document Term
may be modified to correct or supplement any such provision which may be
defective or to cure any ambiguity or correct any mistake, provided,
however, that any such action shall not materially adversely affect the
interests of the Note Holders, the Subordination Agent, the Liquidity
Provider, the Indenture Trustee or the Certificate Holders.
SCHEDULE VI to
NOTE PURCHASE AGREEMENT
MANDATORY ECONOMIC TERMS
EQUIPMENT NOTES
Obligor: US Airways, Inc. or an Owner Trust
Maximum Principal Amount:
The principal amount of the Series A Equipment Notes and Series
B Equipment Notes issued with respect to an Aircraft shall equal the
principal amount of Series A Equipment Notes and Series B Equipment Notes
indicated for each such Aircraft as set forth in the Prospectus Supplement
in "Prospectus Supplement Summary- -Equipment Notes and the Aircraft" under
the column "Principal Amount of Series A Equipment Notes" and "Principal
Amount of Series B Equipment Notes," respectively.
The maximum principal amount of the Series C Equipment Notes
issued with respect to an Aircraft shall not exceed the principal amount of
Series C Equipment Notes indicated for each Aircraft as set forth in
"Prospectus
Supplement Summary--
Equipment Notes and Aircraft" under the column "Maximum Principal
Amount of Series
C Equipment Notes."
Initial Loan to Aircraft Value (with the value of any Aircraft
for these purposes equal to the value (the "Assumed Appraised Value") for
such Aircraft set forth in the Prospectus Supplement in "Prospectus
Supplement Summary--Equipment Notes and the Aircraft" under the column
"Appraised Base Value"):
Series A: not in excess of 40.5%
Series B: not in excess of 51.0%
Series C: not in excess of 67.0%
The Loan to Aircraft Value for each series of Equipment Notes
issued in respect of each Aircraft (computed as of the date of the issuance
thereof on the basis of the Assumed Appraised Value of such Aircraft and
the Depreciation Assumption (as defined in the Prospectus Supplement in
"Description of the Equipment Notes - Loan to Value Ratios of Equipment
Notes")) will not exceed as of any Regular Distribution Date thereafter
(assuming no default in the payment of the Equipment Notes) 40.5% in the
case of the Series A Equipment Notes, 51.0% in the case of the Series B
Equipment Notes and 69.5% in the case of the Series C Equipment Notes.
Sch. VI-1
Initial Average Life (in years) of the Series A Equipment Notes, the Series
B Equipment Notes and the Series C Equipment Notes on any Aircraft will not
extend beyond 13.5 years, 12.5 years and 13.5 years, respectively, from the
Issuance
Date.
AVERAGE LIFE (IN YEARS)
As of the Delivery Period Termination Date, the average life of
the Class A Certificates, the Class B Certificates and the Class C
Certificates shall not be more than, respectively, 13.0 years, 11.0 years
and 12.5 years, respectively, from the Issuance Date (computed without
regard to the acceleration of any Equipment Notes and after giving effect
to any special distribution on the Certificates thereafter required in
respect of unused Deposits).
FINAL EXPECTED DISTRIBUTION DATE
Series A Certificates: January 30, 2018
Series B Certificates: January 30, 2018
Series C Certificates: July 30, 2014
Past Due Rate: Debt Rate plus 2% per annum.
Payment Dates: January 30 and July 30, commencing January 30, 1999
Make-Whole Amounts: As provided in Article II of the form of Leased Aircraft
Indenture marked as Exhibit A-3 of the Note Purchase Agreement (the "Leased
Aircraft Indenture Form") or the form of Owned Aircraft Indenture marked as
Exhibit C-2 of the Note Purchase Agreement (the "Owned Aircraft Indenture
Form").
Redemption and Purchase: As provided in Article II of the Trust Indenture Form.
The original aggregate principal amount of all of the Equipment Notes of
each Series shall not exceed the original aggregate face amount of the
Certificates issued by the
corresponding Trust.
The interest rate applicable to each Series of Equipment Notes must be
equal to the rate applicable to the Certificates issued by the
corresponding Trust.
LEASE
Term: The Basic Lease Term shall expire by its terms on
or after final maturity date of the related Series
A, Series B or Series C Equipment Notes.
Lease Period Dates: January 30, 1999 and each succeeding January
30 and
July 30, to and including the last such date
in the Term.
Sch. VI-2
Minimum Rent: Basic Rent due and payable on each Lease
Period Date
shall be at least sufficient to pay in full, as of
such Lease Period Date (assuming timely payment of
the related Equipment Notes prior to such Date),
the aggregate principal amount of scheduled
installments due on the related Equipment Notes
outstanding on such Lease Period Date, together
with accrued and unpaid interest thereon.
Termination Value: At all times equal to or greater than the
then outstanding
principal amount of the related Equipment
Notes together
with accrued interest thereon.
All-risk hull insurance:Not less than Termination Value,
subject to Lessee's right to self-insure on terms
no more favorable to Lessee in any material respect
than those set forth in
Section 2(d) of Exhibit H to the Lease Form.
Minimum Liability
Insurance Amount: As set forth in Exhibit H to the Lease Form.
Past Due Rate: As set forth in Exhibit B to the Lease Form.
PARTICIPATION AGREEMENT
Indenture Trustee, Subordination Agent, Liquidity Provider, Pass
Through Trustees, Escrow Agents and Note Holders shall be indemnified
against Expenses and Taxes in a manner no less favorable to the Loan
Trustees, the Subordination Agent, the Liquidity Provider, the Trustees,
the Escrow Agents and the Note Holders than that set forth in Section 6 of
the form of the Participation Agreement (the "Participation Form") marked
as Exhibit A-1 to the Note Purchase Agreement for the Leased Aircraft or as
Exhibit C-1 to the Note Purchase Agreement for the Owned Aircraft.
Sch. VI-3
SCHEDULE VII to
NOTE PURCHASE AGREEMENT
AGGREGATE AMORTIZATION SCHEDULE
[INSERT TABLE]
Schedule VII-1
ANNEX A to
NOTE PURCHASE AGREEMENT
DEFINITIONS
"Act" means 49 U.S.C. xx.xx. 40101-46507.
"Affiliate" means, with respect to any person, any other person
directly or indirectly controlling, controlled by or under common control
with such person. For purposes of this definition, "control" means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such person, whether through the ownership of
voting securities or by contract or otherwise and "controlling,"
"controlled by" and "under common control with" have correlative meanings.
"AIFS" has the meaning set forth in the fourth recital
to the Note
Purchase Agreement.
"Aircraft Financing Letter Agreement" means the Aircraft
Financing Letter Agreement, dated as of October 31, 1997 between AVSA,
S.A.R.L., the
Company and US Airways Group, Inc..
"Aircraft Purchase Agreement" means the Purchase Agreement
dated as of October 31, 1997, between US Airways Group, Inc. and the Seller
(including all exhibits thereto, together with all letter agreements
entered into that by their terms constitute part of any such Purchase
Agreement).
"Aircraft Purchase Agreement Assignment" means a
Purchase Agreement
substantially in the form of Exhibit A-4-I to the Note Purchase
Agreement.
"Assumed Amortization Schedule" means Schedule VII to
the Note
Purchase Agreement.
"Average Life Date" means, for any Equipment Note, the date
which follows the time of determination by a period equal to the Remaining
Weighted Average
Life of such Equipment Note.
"Bankruptcy Code" means the United States Bankruptcy
Code, 11 U.S.C.
xx.xx. 101 et seq.
"Basic Pass Through Trust Agreement" means the Pass Through
Trust Agreement, dated as of December 4, 1998, between the Company and Pass
Through Trustee, as such agreement may be supplemented, amended or
modified, but does not include any Trust Supplement.
Annex A-1
"Business Day" means any day, other than a Saturday, Sunday or
other day on which commercial banks are authorized or required by law to
close in New York, New York, Pittsburgh, Pennsylvania, Boston,
Massachusetts or Salt
Lake City, Utah.
"Certificate" has the meaning set forth in the second
recital to the Note
Purchase Agreement.
"Certificate Holder" means the Person in whose name a
Certificate is
registered in the Register.
"Class" means the class of Certificates issued by each
Pass Through
Trust.
"Class A Certificates" means the Class A Certificates issued by
the US Airways Pass Through Trust, Series 1998-1A.
"Class B Certificates" means the Class B Certificates issued by
the US Airways Pass Through Trust, Series 1998-1B.
"Class C Certificates" means the Class C Certificates issued by
the US Airways Pass Through Trust, Series 1998-1C.
"Class C Purchase Agreement" has the meaning set forth
in the fourth
recital to the Note Purchase Agreement.
"Class A Trust" means the US Airways Pass Through Trust, Series
1998- 1A formed pursuant to the Basic Pass Through Trust Agreement and
Class A Trust Supplement.
"Class B Trust" means the US Airways Pass Through Trust, Series
1998- 1B formed pursuant to the Basic Pass Through Trust Agreement and
Class B Trust Supplement.
"Class C Special Deposit Payment" has the meaning set
forth in Section
5(a) hereof.
"Class C Special Indemnity Payment" has the meaning set
forth in each
Participation Agreement.
"Class C Trust" means the US Airways Pass Through Trust, Series
1998- 1C formed pursuant to the Basic Pass Through Trust Agreement and
Class C Trust Supplement.
"Closing Date" means the Business Day on which a closing occurs
under the Financing Agreements.
Annex A-2
"Company" means US Airways, Inc., a Delaware
corporation.
"Cut-Off Date" means the earlier of (a) the day after
the Delivery Period
Termination Date and (b) the date on which a Triggering Event
occurs.
"Delivery Period Termination Date" means the earlier of (a)
October 31, 1999 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 Pass Through Trustees in accordance with the
Note Purchase Agreement.
"Deposit" has the meaning set forth in the fifth recital
to the Note
Purchase Agreement.
"Deposit Agreement" has the meaning set forth in the
fifth recital to the
Note Purchase Agreement.
"Deposit Make-Whole Premium" means, with respect to the
distribution of unused Deposits to holders of any Class of Certificates, as
of any date of determina tion, an amount equal to the excess, if any, of
(a) the present value of the excess of (i) the scheduled payment of
principal and interest to maturity of the Equipment Notes, assuming the
maximum principal amount thereof (the "Maximum Amount") minus the
Non-Premium Amount and, in the case of the Class C Certificates, the Par
Redemption Amount (without duplication), were issued, on each remaining
Regular Distribution Date for such Class under the Assumed Amortization
Schedule over (ii) the scheduled payment of principal and interest to
maturity of the Equipment Notes actually acquired by the Trustee for such
Class on each such Regular Distribution Date, such present value computed
by discounting such excess on a semiannual basis on each Regular
Distribution Date (assuming a 360-day year of twelve 30-day months) using a
discount rate equal to the Treasury Yield plus 225 basis points in the case
of the Class A Certificates, 275 basis points in the case of the Class B
Certificates and 222 basis points in the case of Class C Certificates over
(b) the amount of such unused Deposits to be distributed to the holders of
such Certificates, minus the Non-Premium Amount and, in the case of the
Class C Certificates, the Par Redemption Amount (without duplication) plus
accrued and unpaid interest on such net amount to but excluding the date of
determination from and including the preceding Regular Distribution Date
(or if such date of determination precedes the first Regular Distribution
Date, the Issuance Date).
"Depositary" means (a) with respect to Deposits made by the
Underwrit ers on behalf of the Escrow Agent, Credit Suisse First Boston,
New York Branch, a banking institution organized under the laws of
Switzerland acting through its New York Branch and (b) with respect to
Deposits made by AIFS on behalf of the Escrow Agent, Citibank, N.A., a
national banking association.
"Equipment Notes" means and includes any equipment notes issued
under any Indenture in the form specified in Section 2.01 thereof (as such
form may be varied
Annex A-3
pursuant to the terms of such Indenture) and any Equipment Note issued
under any Indenture in exchange for or replacement of any other Equipment
Note.
"Escrow Agent" has the meaning set forth in the first
paragraph of the
Note Purchase Agreement.
"Escrow and Paying Agent Agreement" has the meaning set
forth in the
fifth recital to the Note Purchase Agreement.
"FAA" means the Federal Aviation Administration of the
United States.
"Final Withdrawal" with respect to each Escrow and Paying Agent
Agreement, has the meaning set forth in Section 1.2 thereof.
"Financing Agreements" means, collectively, the Lease
Financing
Agreements and the Owner Financing Agreements.
"Government Entity" means (a) any federal, state, provincial or
similar government, and any body, board, department, commission, court,
tribunal, authority, agency or other instrumentality of any such government
or otherwise exercising any executive, legislative, judicial,
administrative or regulatory functions of such government or (b) any other
government entity having jurisdiction over any matter contemplated by the
Operative Documents or relating to the observance or performance of the
obligations of any of the parties to the Operative Documents.
"H.15(519)" means the weekly statistical release designated as
such, or any successor publication, published by the Board of Governors of
the Federal Reserve
System.
"Indentures" means, collectively, the Leased Aircraft
Indentures and the
Owned Aircraft Indentures.
"Intercreditor Agreement" has the meaning set forth in
the ninth recital
to the Note Purchase Agreement.
"Issuance Date" means the date of the original issuance
of the Certifi
xxxxx.
"Law" means (a) any constitution, treaty, statute, law, decree,
regulation, order, rule or directive of any Government Entity, and (b) any
judicial or administrative interpretation or application of, or decision
under, any of the foregoing.
"Lease" means a Lease Agreement substantially in the
form of Exhibit A-
2 to the Note Purchase Agreement.
Annex A-4
"Lease Financing Agreements" means, collectively, the Aircraft
Purchase Agreement Assignment, the Leased Aircraft Participation Agreement,
the Lease, the Leased Aircraft Indenture, the Equipment Notes issued under
the Leased Aircraft Indenture and the Trust Agreement relating to the
financing of a Leased Aircraft.
"Lease Period" has the meaning set forth in the
Participation Agreement.
"Leased Aircraft" means a New Aircraft subject to a
Lease.
"Leased Aircraft Indenture" means a Trust Indenture and
Security
Agreement substantially in the form of Exhibit A-3 to the Note
Purchase Agreement.
"Leased Aircraft Participation Agreement" means a
Participation
Agreement substantially in the form of Exhibit A-1 to the Note Purchase
Agreement.
"Liquidity Facility" has the meaning set forth in the
ninth recital to the
Note Purchase Agreement.
"Liquidity Provider" has the meaning set forth in the
ninth recital to the
Note Purchase Agreement.
"Loan Trustee" means the "Indenture Trustee" as defined
in the Financing
Agreements.
"Mandatory Document Terms" means the terms set forth on
Schedule V
to the Note Purchase Agreement.
"Mandatory Economic Terms" means the terms set forth on
Schedule VI
to the Note Purchase Agreement.
"Manufacturer" means Airbus Industrie, a "Groupement
d'Interet
Economique" established under "Ordonnance" No. 67-821 dated
September 23, 1967,
of the Republic of France.
"Multiplier" has the meaning set forth in each
Participation Agreement.
"New Aircraft" has the meaning set forth in the first
recital to the Note
Purchase Agreement.
"Non-Premium Amount" means the amount equal to unused Deposits
to be distributed due to the failure of an Aircraft to be delivered prior
to the Delivery Period Termination Date due to any reason not occasioned by
US Airways'
fault or negligence.
Deposits comprising Non-Premium Amounts will not be treated as unused
Deposits in determining whether the unused Deposits exceed the Par
Redemption
Amount.
Annex A-5
"Note Purchase Agreement" means the Note Purchase
Agreement to which this Annex A is attached.
"Notice of Purchase Withdrawal" with respect to each Deposit
Agreement, has the meaning set forth in Section 2.3 thereof.
"Operative Documents" means, collectively, the Pass Through
Trust Agreements, the Escrow and Paying Agent Agreements, the Deposit
Agreements, the Liquidity Facilities, the Intercreditor Agreement, the
Trust Agreements, the Equipment Notes, the Certificates and the Financing
Agreements.
"Owned Aircraft" means a New Aircraft subject to an
Owned Aircraft
Indenture.
"Owned Aircraft Indenture" means a Trust Indenture and
Security
Agreement substantially in the form of Exhibit C-2 to the Note
Purchase Agreement.
"Owned Aircraft Participation Agreement" means a
Participation
Agreement substantially in the form of Exhibit C-1 to the Note Purchase
Agreement.
"Owner Financing Agreements" means, collectively, the
Owned Aircraft
Participation Agreement, the Owned Aircraft Indenture and the
Equipment Notes issued
thereunder.
"Owner Participant" means, with respect to any Leased Aircraft,
the Person named as the Owner Participant in the Participation Agreement
with respect to
such Leased Aircraft.
"Owner Trust" means with respect to any Leased Aircraft, the
trust created by the "Trust Agreement" referred to in the Leased Aircraft
Indenture related
thereto.
"Owner Trustee" means with respect to any Leased Aircraft, the
"Owner Trustee" party to the "Trust Agreement" referred to in the Leased
Aircraft Indenture
related thereto.
"Par Redemption Amount" means (x) in the case where the unused
Deposits are returned due to the fault or negligence of US Airways, $0 and
(y) in all
other cases $15,000,000.
"Participation Agreements" means, collectively, the
Leased Aircraft
Participation Agreements and the Owned Aircraft Participation
Agreements.
"Pass Through Trust" has the meaning set forth in the
second recital to
the Note Purchase Agreement.
Annex A-6
"Pass Through Trust Agreement" means each of the three separate
Trust Supplements, together in each case with the Basic Pass Through Trust
Agreement, each dated as of the Issuance Date, by and between the Lessee
and Pass
Through Trustee.
"Pass Through Trustee" has the meaning set forth in the
first paragraph
of the Note Purchase Agreement.
"Paying Agent" has the meaning set forth in the first
paragraph of the
Note Purchase Agreement.
"Person" means any individual, firm, partnership, joint
venture, trust, trustee, Government Entity, organization, association,
corporation, government agency, committee, department, authority and other
body, corporate or incorporate, whether having distinct legal status or
not, or any member of any of the same.
"Qualified Owner Participant" has the meaning set forth
in Annex A to
the Participation Agreement.
"Rating Agencies" means, collectively, at any time, each
nationally recognized rating agency which shall have been requested to rate
the Certificates and which shall then be rating the Certificates. The
initial Rating Agencies will be Xxxxx'x Investors Service, Inc. and
Standard & Poor's Ratings Services, a division of XxXxxx- Xxxx Inc.
"Rating Agency Confirmation" means, with respect to any
Financing Agreement that has been modified in any material respect from the
forms thereof attached to the Note Purchase Agreement or with respect to
Substitute Aircraft, a written confirmation from each of the Rating
Agencies that the use of such Financing Agreement with such modifications
or the substituting of such Substitute Aircraft for a New Aircraft,
whichever of the foregoing shall in a particular case require Rating Agency
Confirmation, would not result in (i) a reduction of the rating for any
Class of Certificates below the then current rating for such Class of
Certificates or (ii) a withdrawal or suspension of the rating of any Class
of Certificates.
"Register" means the register maintained pursuant to Sections
3.04 and 7.12 of the Basic Pass Through Trust Agreement with respect to
each Pass Through
Trust.
"Regular Distribution Dates" shall mean January 30 and
July 30 of each year, commencing January 30, 1999.
"Remaining Weighted Average Life" means, on a given date with
respect to any Equipment Note, the number of days equal to the quotient
obtained by dividing (a) the sum of each of the products obtained by
multiplying (i) the amount of each then remaining scheduled payment of
principal of such Equipment Note, including the
Annex A-7
payment due on the maturity of such Equipment Note by (ii) the number of
days from and including such determination date to but excluding the date
on which such payment of principal is scheduled to be made, by (b) the then
outstanding principal amount of such Equipment Note.
"Section 1110" means 11 U.S.C. ss. 1110 of the Bankruptcy
Code or any
successor or analogous Section of the federal bankruptcy Law in
effect from time to
time.
"Seller" means AVSA, S.A.R.L., a societe a responsabilite
limitee organized and existing under the laws of the Republic of France.
"Series A Equipment Notes" means Equipment Notes issued under
an Indenture and designated as "Series A" thereunder.
"Series B Equipment Notes" means Equipment Notes issued under
an Indenture and designated as "Series B" thereunder.
"Series C Equipment Notes" means Equipment Notes issued under
an Indenture and designated as "Series C" thereunder.
"Subordination Agent" has the meaning set forth in the
first paragraph of
the Note Purchase Agreement.
"Substitute Aircraft" has the meaning set forth in
Section 2(g) of the Note
Purchase Agreement.
"Substitute Closing Date" has the meaning set forth in
Section 2(e) of the
Note Purchase Agreement.
"Taxes" means all license, recording, documentary, registration
and other similar fees and all taxes, levies, imposts, duties, charges,
assessments or withholdings of any nature whatsoever imposed by any Taxing
Authority, together with any penalties, additions to tax, fines or interest
thereon or additions thereto.
"Taxing Authority" means any federal, state or local government
or other taxing authority in the United States, any foreign government or
any political subdivision or taxing authority thereof, any international
taxing authority or any territory or possession of the United States or any
taxing authority thereof.
"Treasury Yield" means, as of any date of determination, with
respect to any Equipment Note (utilizing the Assumed Amortization Schedule
applicable thereto), the interest rate (expressed as a decimal and, in the
case of United States Treasury bills, converted to a bond equivalent yield)
determined to be the per annum rate equal to the semi-annual yield to
maturity for United States Treasury securities maturing on the
Annex A-8
Average Life Date of such Equipment Note and trading in the public
securities markets either as determined by interpolation between the most
recent weekly average yield to maturity for two series of United States
Treasury securities, trading in the public securities markets, (A) one
maturing as close as possible to, but earlier than, the Average Life Date
of such Equipment Note and (B) the other maturing as close as possible to,
but later than, the Average Life Date of such Equipment Note, in each case
as published in the most recent H.15(519) or, if a weekly average yield to
maturity for United States Treasury securities maturing on the Average Life
Date of such Equipment Note is reported on the most recent H.15(519), such
weekly average yield to maturity as published in such H.15(519).
"Triggering Event" has the meaning assigned to such term
in the
Intercreditor Agreement.
"Trust Agreement" means a Trust Agreement substantially
in the form of
Exhibit A-5 to the Note Purchase Agreement.
"Trust Supplement" means an agreement supplemental to the Basic
Pass Through Trust Agreement pursuant to which (i) a separate trust is
created for the benefit of the holders of the Certificates of a class, (ii)
the issuance of the Certificates of such class representing fractional
undivided interests in such trust is authorized and (iii) the terms of the
Certificates of such class are established.
"Underwriters" has the meaning set forth in the fourth
recital to the Note
Purchase Agreement.
Annex A-9
EXHIBIT A-1
NOTE PURCHASE AGREEMENT
FORM OF LEASED AIRCRAFT PARTICIPATION AGREEMENT
Exh. X-0-0
XXXXXXX X-0 to
NOTE PURCHASE AGREEMENT
FORM OF LEASE
Exh. X-0-0
XXXXXXX X-0 to
NOTE PURCHASE AGREEMENT
FORM OF LEASED AIRCRAFT INDENTURE
Exh. A-3-1
EXHIBIT A-4-I to
NOTE PURCHASE AGREEMENT
FORM OF AIRCRAFT PURCHASE AGREEMENT ASSIGNMENT
Exh. A-4-I-1
EXHIBIT A-5 to
NOTE PURCHASE AGREEMENT
FORM OF LEASED AIRCRAFT TRUST AGREEMENT
Exh. A-4-I-2
EXHIBIT B to
NOTE PURCHASE AGREEMENT
FORM OF CLOSING NOTICE
Exh. B-1
EXHIBIT B
Closing Notice
Dated as of __________
To each of the addressees listed
in Schedule A hereto
Re: Closing Notice in Accordance with Note Purchase
Agreement
Referred to below
Gentlemen:
Reference is made to the Note Purchase Agreement, dated as of
December 14, 1998 among US Airways, Inc. (the "Company"), State Street Bank
and Trust Company, as Pass Through Trustee under each of the Pass Through
Trust Agreements (as defined therein) (the "Pass Through Trustee"), State
Street Bank and Trust Company, as Subordination Agent (the "Subordination
Agent"), First Security Bank, National Association, as Escrow Agent (the
"Escrow Agent") and State Street Bank and Trust Company, as Paying Agent
(the "Paying Agent") (as in effect from time to time, the "Note Purchase
Agreement"). Unless otherwise defined herein, capitalized terms used herein
shall have the meanings set forth in the Note Purchase Agreement or, to the
extent not defined therein, the Intercreditor Agreement.
Pursuant to Sections 2(b) of the Note Purchase Agreement, the
undersigned hereby notifies you, in respect of the Airbus __________
aircraft with manufacturer's serial number __________ (the "Aircraft"), of
the following:
1. The Company has elected to treat the Aircraft as
[a Leased
Aircraft] [an Owned Aircraft];
2. The Scheduled Closing Date of the Aircraft is __________;
and
3. The aggregate amount of each series of Equipment Notes to be
issued, and purchased by the respective Pass Through Trustees, on the
Closing Date, in connection with the financing of such Aircraft is as
follows: The Class A Trustee shall purchase Series A Equipment Notes in the
amount of $__________, the Class B Trustee shall purchase Series B
Equipment Notes in the amount of $__________ and the Class C Trustee shall
purchase Series C Equipment Notes in the amount of
$--------.
The Company hereby instructs the Class A Trustee to (i) execute
a Withdrawal Certificate in the form of Annex A hereto dated as of
__________ and attach thereto a Notice of Purchase Withdrawal dated such
date completed as set forth
Exh. B-2
on Exhibit A hereto and (ii) deliver such Withdrawal Certificate and
Notice of Purchase
Withdrawal to the applicable Escrow Agent.
The Company hereby instructs the Class B Trustee to (i) execute
a Withdrawal Certificate in the form of Annex A hereto dated as of
__________ and attach thereto a Notice of Purchase Withdrawal dated such
date completed as set forth on Exhibit B hereto and (ii) deliver such
Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable
Escrow Agent.
The Company hereby instructs the Class C Trustee to (i) execute
a Withdrawal Certificate in the form of Annex A hereto dated as of
__________ and attach thereto a Notice of Purchase Withdrawal dated such
date completed as set forth on Exhibit C hereto and (ii) deliver such
Withdrawal Certificate and Notice of Purchase Withdrawal to the applicable
Escrow Agent.
The Company hereby instructs each Pass Through Trustee to (i)
purchase Equipment Notes of a series and in an amount set forth opposite
such Pass Through Trustee in clause (3) above with a portion of the
proceeds of the withdrawals of Deposits referred to in the applicable
Notice of Purchase Withdrawal referred to above and (ii) redeposit with the
Depositary the excess, if any, of the amount so withdrawn over the purchase
price of such Equipment Notes.
The Company hereby instructs each Pass Through Trustee to (a)
enter into the Participation Agreement dated as of __________ among the
Company, as Lessee, the Subordination Agent, the Pass Through Trustee,
State Street Bank and Trust Company, as Indenture Trustee and Loan
Participant, First Security Bank, National Association, as Owner Trustee
and __________, as Owner Participant, (b) perform its obligations
thereunder and (c) deliver such certificates, documents and legal opinions
relating to such Pass Through Trustee as required thereby.
Exh. B-3
The Company hereby certifies that the Owner Participant with
respect to the Aircraft is not an Affiliate of the Company.
Yours faithfully,
US Airways, Inc.
By:
Name:
Title:
Xxx. X-0
XXXXXXXX X
Xxxxx Xxxxxx Xxxx and Trust Company, as
Pass Through Trustee, Subordination
Agent and Paying Agent
0 Xxxxxxxxxxxxx Xxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
First Security Bank, National Association,
as Escrow Agent
00 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
Attention: Corporate Trust Department
Facsimile: (000) 000-0000
Standard & Poor's Ratings Services
00 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx
Facsimile: (000) 000-0000
Xxxxx'x Investors Service, Inc.
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
Facsimile: (000) 000-0000
Sch. A-1
Annex A
WITHDRAWAL CERTIFICATE
First Security Bank, National Association,
as Escrow Agent
00 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
Attention: Corporate Trust Services
Telecopier: (000) 000-0000
Ladies and Gentlemen:
Reference is made to the Escrow and Paying Agent Agreement,
dated as of December 14, 1998 (the "Agreement"). We hereby certify to you
that the conditions to the obligations of the undersigned to execute a
Participation Agreement pursuant to the Note Purchase Agreement have been
satisfied. Pursuant to Section 1.2(c) of the Agreement, please execute the
attached Notice of Withdrawal and immediately transmit by facsimile to the
Depositary, at __________.
Capitalized terms used herein but not defined herein shall have
the meanings set forth in the Agreement.
Very truly yours,
STATE STREET BANK AND TRUST COM PANY, not in
its individual capacity by solely as Pass
Through Trustee
By:
Name:
Title:
Dated: As of __________
Annex A-1
Exhibit A
NOTICE OF PURCHASE WITHDRAWAL
CREDIT SUISSE FIRST BOSTON New York Branch 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX
00000
Attention: Xxxxxx Xxxxxx and Xxxxxxxx Xxxx
Telecopier: (000) 000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class A) dated
as of December
14, 1998 (the "Deposit Agreement") between First Security Bank,
National Association,
as Escrow Agent, and Credit Suisse First Boston, New York Branch, as
Depositary (the
"Depositary").
In accordance with Section 2.3(a) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the
Deposit,
$----------,
Account No. __________.
The undersigned hereby directs the Depositary to pay the
proceeds of the
Deposit to _______________, Account No. __________, Reference:
__________ on
_______________, _____, upon the telephonic request of a
representative of the Pass
Through Trustee.
FIRST SECURITY BANK, NATIONAL
ASSOCIATION,
as Escrow Agent
By
Name:
Title:
Dated:___________, ____
Exh. A-1
Exhibit B
NOTICE OF PURCHASE WITHDRAWAL
CREDIT SUISSE FIRST BOSTON New York Branch 00 Xxxxxxx Xxxxxx Xxx Xxxx, XX
00000
Attention: Xxxxxx Xxxxxx and Xxxxxxxx Xxxx
Telecopier: (000) 000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class B) dated
as of December
14, 1998 (the "Deposit Agreement") between First Security Bank,
National Association,
as Escrow Agent, and Credit Suisse First Boston, New York Branch, as
Depositary (the
"Depositary").
In accordance with Section 2.3(a) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the
Deposit,
$----------,
Account No. __________.
The undersigned hereby directs the Depositary to pay the
proceeds of the
Deposit to _______________, Account No. __________, Reference:
__________ on
_______________, _____, upon the telephonic request of a
representative of the Pass
Through Trustee.
FIRST SECURITY BANK, NATIONAL
ASSOCIATION,
as Escrow Agent
By
Name:
Title:
Dated:___________, ____
Exh. X-0
Xxxxxxx X
XXXXXX XX XXXXXXXX XXXXXXXXXX
XXXXXXXX, N.A.
000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Telecopier: 000-000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class C) dated
as of December
14, 1998 (the "Deposit Agreement") between First Security Bank,
National Association,
as Escrow Agent, and Citibank, N.A., as Depositary (the
"Depositary").
In accordance with Section 2.3(a) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the
Deposit,
$----------,
Account No. __________.
The undersigned hereby directs the Depositary to pay the
proceeds of the
Deposit to _______________, Account No. __________, Reference:
__________ on
_______________, _____, upon the telephonic request of a
representative of the Pass
Through Trustee.
FIRST SECURITY BANK, NATIONAL
ASSOCIATION,
as Escrow Agent
By
Name:
Title:
Dated:___________, ____
Exh. C-1
EXHIBIT C-1 to
NOTE PURCHASE AGREEMENT
FORM OF OWNED AIRCRAFT PARTICIPATION AGREEMENT
[FILED SEPARATELY]
Exh. C-1-1
EXHIBIT C-2 to
NOTE PURCHASE AGREEMENT
FORM OF OWNED AIRCRAFT INDENTURE
[FILED SEPARATELY]
Exh. C-2-1
