EXHIBIT 4.3
US AIRWAYS, INC.
7.96% Pass Through Certificates, Series 1999-1, Class C
AMENDMENT NO. 1 TO
REGISTRATION AGREEMENT
Dated as of December, 2000
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
August 31, 1999 (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 of Connecticut, National Association, solely in its capacity as
trustee (the "Trustee") of the US Airways Pass Through Trust 1999-1C (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 August 31, 1999 by and
between US Airways and the Purchaser pursuant to which US Airways issued
and sold its 7.96% Class C Pass Through Certificates, Series 1999-1 to the
Purchaser. The parties to the Registration Agreement hereby agree as
follows:
1. The second sentence of Paragraph 1 of Section 1 of the
Registration Agreement shall be amended and restated as follows:
"The Purchaser may exercise the Demand Right on two
occasions, one exercise of the Demand Right to be prior to
December 31, 1999 and one exercise of the Demand Right to be
after January 1, 2000 and prior to August 31, 2001."
2. 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.
3. 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.
4. 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.
5. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.
6. 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/ Xxxxxxx X. XxXxxxxx
------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President and Treasurer
CONFIRMED AND ACCEPTED
as of the date first above written:
AIRBUS INDUSTRIE FINANCIAL SERVICES
By: /s/ Xxxxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxxxx Xxxxx
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 OF CONNECTICUT
NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxx X. Xxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
