EXHIBIT 4.2
US AIRWAYS, INC.
8.39% Pass Through Certificates, Series 2000-3, Class C
REGISTRATION AGREEMENT
November 2, 2000
AIRBUS INDUSTRIE FINANCIAL SERVICES
2nd Floor
George's Dock House
International Financial Center
Xxxxxx 0, Xxxxxxx
Dear Sirs:
US Airways, Inc., a Delaware corporation ("US Airways" or the
"Issuer"), proposes to issue and sell to Airbus Industrie Financial Services, a
corporation organized under the laws of Ireland (the "Purchaser"), upon the
terms set forth in a purchase agreement dated as of October 26, 2000 (the
"Purchase Agreement"), its 8.39% Pass Through Certificates, Series 2000-3, Class
C (the "Certificates"). Capitalized terms used but not specifically defined
herein are defined in the Purchase Agreement.
As an inducement to the Purchaser to enter into the Purchase
Agreement and in satisfaction of a condition to your obligations thereunder, US
Airways and 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 2000-3C (the "Class C Trust") agree with you, for the benefit
of the beneficial holders and record holders of the Certificates, but only to
the extent specifically set forth herein, the Exchange Certificates (as defined
herein) and the Private Exchange Certificates (as defined herein), including the
Purchaser (the "Holders") as follows:
1. Registered Exchange Offer. US Airways hereby grants the Purchaser
(and not any other Holder) the right (a "Demand Right") on up to two occasions
to cause US Airways to file with the Securities and Exchange Commission (the
"Commission") a registration statement (an "Exchange Offer Registration
Statement") on an appropriate form under the Securities Act of 1933, as amended
(the "1933 Act"), with respect to an offer (a "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 a potential increase, of the interest rate applicable to the
Certificates if US Airways fails to comply with its registration obligations
hereunder in a timely manner). The Purchaser may exercise the
Demand Right on two occasions, one exercise of the Demand Right to be prior to
December 31, 2000 and one exercise of the Demand Right to be after January 1,
2001 and prior to November 2, 2002. From and after such time as the Issuer
causes a Shelf Registration Statement (as defined herein) to be declared
effective and covering all of the Certificates, and for so long as such Shelf
Registration Statement is effective under the 1933 Act, the Purchaser shall have
no Demand Rights under this Section 1. Each exercise of a Demand Right shall be
subject to, and on the terms and conditions set forth in, this Registration
Agreement.
The Purchaser shall exercise a Demand Right by delivering to US
Airways a written notice of such exercise substantially in the form attached
hereto as Annex A. Such notice shall be delivered to US Airways by a nationally
recognized overnight courier or by messenger. As used in this Registration
Agreement, "Notice Date" shall mean (i) the date on which such notice is
received by US Airways if received at or before 12:00 noon, Washington, D.C.
time, on a business day, or (ii) if the date on which the notice is delivered is
not a business day or such notice is delivered to US Airways after such time,
the first business day thereafter.
US Airways shall:
(i) at its cost, prepare and file an Exchange Offer Registration
Statement with the Commission not later than forty-five (45) days after each
Notice Date (or, if the 45th day is not a business day, the first business day
thereafter);
(ii) use all reasonable best efforts to cause the respective
Exchange Offer Registration Statement to become effective under the 1933 Act not
later than one hundred twenty (120) days after the respective Notice Date (or,
if the 120th day is not a business day, the first business day thereafter);
(iii) consummate the respective Exchange Offer not later than one
hundred fifty (150) days after the respective Notice Date (or, if the 150th day
is not a business day, the first business day thereafter); and
(iv) use all reasonable best efforts to keep the respective Exchange
Offer Registration Statement effective under the 1933 Act until the close of
business on the 180th day following the expiration of the respective 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 fifth
paragraph of this Section 1.
US Airways shall be deemed not to have used all reasonable best
efforts to keep an Exchange Offer Registration Statement effective during an
Exchange Offer Registration Period if US Airways voluntarily takes any action
that would result in Exchanging Dealers not being able to use such Exchange
Offer Registration Statement as contemplated in such Section 4(g) or for use as
contemplated by clause (ii) of the next paragraph, unless (i) such action is
required by applicable law, or (ii) US Airways cannot obtain, after using its
reasonable best efforts, financial information (or information used to prepare
such information) necessary for filing the Exchange Offer Registration Statement
or any amendment or supplement thereto, or (iii) such action is taken by US
Airways in good faith and for valid business reasons (not including avoidance of
US Airways' obligations hereunder) to prevent the disclosure of any material
fact(s) related directly or indirectly to US Airways. The Exchange Certificates
will be issued under the Pass Through Trust Agreement, dated as of October 5,
2000, as supplemented by Trust Supplement No. 2000-3C, dated as of November 2,
2000, each between US Airways and the Trustee (the "Pass Through Agreement").
Upon the effectiveness of an Exchange Offer Registration Statement,
the Issuer shall promptly cause the Class C Trust to commence the respective
Registered Exchange Offer, it being the objective of such Registered Exchange
Offer to enable each Holder electing to exchange Certificates for Exchange
Certificates in such Registered Exchange Offer (assuming that such Holder is not
an affiliate of US Airways within the meaning of the 1933 Act, acquires the
Exchange Certificates in the ordinary course of such Holder's business and has
no arrangements with any person to participate in the distribution of the
Exchange Certificates) to trade such Exchange Certificates from and after their
receipt without any limitations or restrictions under the 1933 Act.
Notwithstanding the foregoing, the Purchaser and US Airways acknowledge that,
pursuant to current interpretations by the Commission's staff of Section 5 of
the 1933 Act, and in the absence of an applicable exemption therefrom, (i) each
Holder that is a broker- dealer electing to exchange the Certificates acquired
for its own account as a result of market-making activities or other trading
activities for the Exchange Certificates (an "Exchanging Dealer") may be
required to deliver a prospectus containing the information set forth in Annex B
hereto on the cover, in Annex C hereto in "The Exchange Offer" section, and in
Annex D hereto in the "Plan of Distribution" section of such prospectus in
connection with a sale of any such Exchange Certificates received by such
Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) the
Purchaser (if it elects to sell Exchange Certificates acquired in exchange for
the Certificates originally purchased by it) may be required to deliver a
prospectus containing the information required by Items 507 and/or 508 of
Regulation S-K under the 1933 Act, as applicable, in connection with such a
sale.
If, upon consummation of a Registered Exchange Offer, the Purchaser
holds any Certificates, the Issuer, following the delivery of such Exchange
Certificates pursuant to such Registered Exchange Offer, upon the written
request of the Purchaser, shall cause the Class C Trust to issue and deliver to
the Purchaser in exchange (the "Private Exchange") for the Certificates held by
the Purchaser, a like principal amount of the Exchange Certificates issued under
the Pass Through Agreement and identical in all material respects (including the
existence of restrictions on transfer under the 1933 Act and the securities laws
of the several states of the United States) to the Certificates (the "Private
Exchange Certificates," and collectively with the Certificates and the Exchange
Certificates, the "Securities").
In connection with a Registered Exchange Offer, the Issuer shall or
shall cause the Class C Trust to:
(a) mail to each Holder a copy of the prospectus forming part of the
Exchange Offer Registration Statement, together with an appropriate letter of
transmittal and related documents;
(b) keep the Registered Exchange Offer open for not less than thirty
(30) days after the date notice thereof is mailed to the Holders (or longer if
required by applicable law);
(c) utilize the services of a depositary for the Registered Exchange
Offer with an address in the Borough of Manhattan, The City of New York or in
the City of Boston;
(d) permit Holders to withdraw tendered Certificates at any time
prior to the close of business, New York time, on the last business day on which
the Registered Exchange Offer shall remain open; and
(e) otherwise comply in all respects with all applicable laws.
As soon as practicable after the close of a Registered Exchange
Offer, or a Private Exchange, as the case may be, the Issuer shall:
(a) accept, or shall cause the Class C Trust to accept, for exchange
all Certificates tendered and not validly withdrawn pursuant to the Registered
Exchange Offer and the Private Exchange;
(b) deliver to the Trustee for cancellation all Certificates so
accepted for exchange; and
(c) cause the Trustee promptly to authenticate and deliver to each
Holder of the Certificates the Exchange Certificates or the Private Exchange
Certificates, as the case may be, equal in principal amount to the Certificates
of such Holder so accepted for exchange.
The Pass Through Agreement will provide that all Securities issued
under such Pass Through Agreement will vote and consent together as one class
and that none of the Securities issued under such Pass Through Agreement will
have the right to vote or consent as a class separate from one another on any
matter.
The Issuer shall use its reasonable best efforts to keep any
Exchange Offer Registration Statement effective and to amend and supplement the
prospectus contained therein in order to permit such prospectus to be used by
all persons subject to the prospectus delivery requirements of the Securities
Act during the Exchange Offer Registration Period or, in the case of the
Purchaser only, such longer period of time as the Purchaser is required to
deliver a prospectus in connection with the sale of securities.
Notwithstanding any other provisions hereof, the Issuer shall ensure
that (i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the 1933 Act and the rules and regulations thereunder;
(ii) any Exchange Offer Registration Statement and any amendment thereto does
not, when it becomes effective, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading; and (iii) any prospectus forming
part of any Exchange Offer Registration Statement, and any supplement to such
prospectus, does not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements, in the light of
the circumstances under which they were made, not misleading.
Each Holder participating in a Registered Exchange Offer shall be
required to represent to the Issuer that, at the time of the consummation of
such Registered Exchange Offer, (i) any Exchange Certificates received by such
Holder will be acquired in the ordinary course of business; (ii) such Holder
will have no arrangements or understanding with any person to participate in the
distribution of the Certificates or the Exchange Certificates within the meaning
of the 1933 Act; (iii) such Holder is not an "affiliate", as defined in Rule 405
of the 1933 Act, of US Airways, or if it is an affiliate, such Holder
acknowledges that it must comply with the registration and prospectus delivery
requirements of the 1933 Act to the extent applicable; (iv) if such Holder is
not a broker-dealer, that it is not engaged in, and does not intend to engage
in, a distribution of the Exchange Certificates; and (v) if such Holder is a
broker-dealer, that it will receive Exchange Certificates for its own account in
exchange for the Certificates that were acquired as a result of market-making
activities or other trading activities and that it will be required to
acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Certificates.
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 a Registered Exchange Offer as
contemplated by Section 1 hereof; (ii) for any other reason a Registered
Exchange Offer is not consummated by the 150th day after the respective Notice
Date (if such day is not a business day, the first business day thereafter and
as extended by any Delay Period (defined below)), (iii) the Purchaser so
requests if it so determines that any Holder is not eligible to participate in
any Registered Exchange Offer; (iv) the Purchaser so requests with respect to
Certificates not eligible to be exchanged for Exchange Certificates in a
Registered Exchange Offer; (v) the Purchaser so requests if it so determines
that any Holder that participates in a 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) (in the case of clause (iii), (iv) or (v), the Purchaser may make
the determination or request at any time after the date first written above and
prior to the expiration of the Shelf Registration Period and shall communicate
such determination or request to the Issuer in writing for the respective
Registered Exchange Offer and, in connection therewith, if such notice is given
prior to the consummation of the respective Registered Exchange Offer, the
Purchaser may request that the Issuer and the Class C Trustee cease performing
their obligations under Section 1, in which event, the Issuer's and the Class C
Trustee's obligations under Section 1, as well as any liabilities of the Issuer
under Section 3 related to Section 1, shall terminate with respect to such
Registered Exchange Offer); (vi) the Purchaser holds Private Exchange
Certificates received in connection with a Registered Exchange Offer; or (vii)
the Issuer so elects, the following provisions shall apply:
(a) The Issuer shall, subject to Section 5, as promptly as
practicable file (but in no event more than forty-five (45) days after so
required or requested pursuant to this Section 2) with the Commission and
thereafter shall use all reasonable best efforts to cause to be declared
effective within one hundred twenty (120) days after so required or requested
pursuant to this Section 2 a shelf registration statement on an appropriate form
under the 1933 Act relating to the offer and sale of the Certificates (or
Private Exchange Certificates or Exchange Certificates) by the Holders of the
Certificates (or Private Exchange Certificates or Exchange Certificates) from
time to time in accordance with the methods of distribution set forth in Annex D
hereto and set forth in such registration statement (hereafter, a "Shelf
Registration Statement" and, together with any Exchange Offer Registration
Statement, a "Registration Statement").
(b) The Issuer shall use all reasonable best efforts to keep the
Shelf Registration Statement continuously effective to permit the prospectus
forming part thereof to be usable by Holders or the Purchaser, as applicable,
for a period of two (2) years from the date first written above or such shorter
period that will terminate when all the Certificates covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement (in any such case, such period being called the "Shelf Registration
Period"). The Issuer shall be deemed not to have used its reasonable best
efforts to cause the Shelf Registration Statement to become, or to remain,
effective during the requisite period if US Airways voluntarily takes any action
that would result in any such Registration Statement not being declared
effective or in the Holders of Securities covered thereby not being able to
offer and sell such Securities during that period unless (i) such action is
required by applicable law, or
(ii) US Airways cannot obtain, after using its reasonable best efforts,
financial information (or information used to prepare such information)
necessary for the Shelf Registration Statement or any amendment or supplement
thereto, or (iii) such action is taken by US Airways in good faith and for valid
business reasons (not including avoidance of US Airways' obligations hereunder)
to prevent the disclosure of any material fact(s) related directly or indirectly
to US Airways. A Shelf Registration Statement filed with the Commission pursuant
to this Section 2(b) shall not be deemed to have become effective unless it has
been declared effective by the Commission; provided, however, that if, after it
has been declared effective, the offering of Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other
order or requirement of the Commission or any other governmental agency or
court, or Holders are not otherwise able to offer and sell Securities covered by
such Shelf Registration Statement, such Shelf Registration Statement shall be
deemed not to have been effective during the period of such interference or
period of unavailability, until the offering of Securities pursuant to such
Shelf Registration Statement may legally resume (and the two year period
referred to above shall be extended by a number of days equal to such period).
(c) Notwithstanding any other provisions hereof, the Issuer shall
use its best efforts to ensure that (i) any Shelf Registration Statement and any
amendment thereto and any prospectus forming part thereof and any supplement
thereto complies in all material respects with the 1933 Act and the rules and
regulations thereunder; (ii) any Shelf Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and (iii) any
prospectus forming part of any Shelf Registration Statement, and any supplement
to such prospectus, does not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements, in the
light of the circumstances under which they were made, not misleading.
3. Liquidated Damages; Increase in Interest Rate. The parties agree
that if the Issuer fails to fulfill its obligations under Section 1 or 2, the
Holders will suffer damages that will be difficult to ascertain and the parties
desire to provide for liquidated damages in the form of an increased interest
rate on the Certificates in the event of a "Registration Default" (as defined
below). Accordingly, if (i) any Registration Statement required by this
Agreement is not filed with the Commission on or prior to the applicable filing
deadline specified herein, (ii) any Registration Statement required by this
Agreement is not declared effective by the Commission on or prior to the
applicable effectiveness deadline specified herein, (iii) any Registered
Exchange Offer has not been consummated on or prior to the consummation deadline
specified herein, or (iv) any Registration Statement required by this Agreement
is filed and declared effective but shall thereafter cease to be effective or
fail to be usable for its intended purpose at any time prior to (a) in the case
of an Exchange Offer Registration Statement, the expiration of the respective
Exchange Offer Registration Period or (b) if a Shelf Registration Statement is
required to be filed pursuant to Section 2 hereof, the expiration of the Shelf
Registration Period, in each case without being succeeded within two (2) days by
a post-effective amendment to such Registration Statement that cures such
failure and that is itself declared effective within five (5) days of filing
such post-effective amendment to such Registration Statement (each such event in
clauses (i) through (iv), a "Registration Default"), then the interest rate
applicable to the Certificates shall be increased as follows: during the first
ninety (90)-day period immediately following the occurrence of such Registration
Default, such interest rate shall be increased by 0.25% per annum from and
including the first Business Day following the date on which such Registration
Default occurs to, but
excluding the date such Registration Default is cured in accordance with the
last sentence of this paragraph. During each subsequent ninety (90)-day period
(or portion thereof) during which any Registration Default has occurred and is
continuing, the interest rate applicable to the Certificates shall increase by
an additional 0.25% per annum, up to a maximum increase of 1% per annum.
Notwithstanding the foregoing, (1) upon the filing of the respective Exchange
Offer Registration Statement (and/or, if applicable, the Shelf Registration
Statement), in the case of (i) above, (2) upon the effectiveness of the
respective Exchange Offer Registration Statement (and/or, if applicable, the
Shelf Registration Statement) in the case of (ii) above, (3) upon consummation
of any Registered Exchange Offer in the case of (iii) above, or (4) upon the
filing of a post-effective amendment to the respective Registration Statement or
any additional Registration Statement that causes the respective Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) above, the
existing Registration Default shall be deemed cured and the Securities that are
the subject of such Registration Statement as a result of such clause (i), (ii),
(iii) or (iv), as applicable, will again bear interest at 8.39% per annum, until
such time, if any, that another Registration Default occurs.
Notwithstanding any other provision of this Agreement, no
Registration Default shall be deemed to have occurred and the interest rate
applicable to the Certificates shall not increase for an aggregate of thirty
(30) days, whether or not consecutive, from the date the Issuer provides the
Purchaser written notice that it has failed to fulfill an obligation under
Section 1 or 2 which would otherwise result in a Registration Default hereunder,
if (and only so long as) the reason the Issuer failed to fulfill such obligation
is because (i) such failure is required to comply with applicable law, (ii) the
Issuer cannot obtain, after using its reasonable best efforts, financial
information (or information used to prepare such information) necessary for the
respective Exchange Offer Registration Statement or the Shelf Registration
Statement, as the case may be, or any amendment or supplement thereto, or (iii)
such action is taken by the Issuer in good faith and for valid business reasons
(not including avoidance of the Issuer's obligations hereunder) to prevent the
disclosure of any material fact(s) related directly or indirectly to the Issuer.
If the Issuer invokes its rights set forth in this paragraph to delay the
occurrence of a Registration Default with respect to any deadline described in
clauses (i), (ii) or (iii) of the first paragraph of this Section 3 (the "Delay
Period"), the increase in interest rate otherwise applicable to the Certificates
with respect to any subsequent deadline described in such clauses and relating
to the respective Registered Exchange Offer automatically shall be delayed by
the Delay Period(s) previously invoked by the Issuer and such automatic delay
shall not be counted against the aggregate thirty (30) day grace period granted
to the Issuer herein. For example, if the Issuer invokes a ten (10) day Delay
Period with respect to its obligation to file an Exchange Offer Registration
Statement within forty-five (45) days of the Notice Date, then each of the one
hundred twenty (120) and one hundred fifty (150) day deadlines with respect to
the effectiveness of the Exchange Offer Registration Statement and the
consummation of the Registered Exchange Offer automatically would be extended by
ten (10) days, and the Issuer would continue to have an additional twenty (20)
days to further delay such deadlines or for use or to delay the deadline
described in clause (iv) of the first paragraph of this Section 3.
Subject to the terms of the Intercreditor Agreement, any incremental
interest due to a Holder of a Certificate will be passed through to such Holder
on each Regular Distribution Date in the manner provided for in the Pass Through
Agreement, as more fully set forth in the Pass Through Agreement and the
Certificates.
4. Registration Procedures. In connection with any Registration
Statement filed pursuant to Section 1 or Section 2 hereof, the following
provisions shall apply:
(a) The Issuer shall (i) furnish to the Purchaser, prior to the
filing thereof with the Commission, a copy of the Registration Statement and
each amendment thereof and each supplement, if any, to the prospectus included
therein and shall use all reasonable best efforts to reflect in each such
document, when so filed with the Commission, such comments as the Purchaser
reasonably may propose; (ii) include the information set forth in Annex B hereto
on the cover, in Annex C hereto in "The Exchange Offer" section, and in Annex D
hereto in the "Plan of Distribution" section of the prospectus forming a part of
the Exchange Offer Registration Statement, and include the information set forth
in Annex E hereto in the Letter of Transmittal delivered pursuant to the
Registered Exchange Offer (as each may be amended in response to the comments of
the staff of the Commission or to comply with the Commission's rules promulgated
under the 1933 Act); (iii) if requested by the Purchaser, include the
information required by Items 507 and/or 508 of Regulation S-K under the 1933
Act, as applicable, in the prospectus forming a part of the Registration
Statement; and (iv) in the case of a Shelf Registration Statement, include the
names of the Holders who propose to sell Securities pursuant to the Shelf
Registration Statement, as selling security holders.
(b) (1) The Issuer shall advise you (and any Exchanging Dealer or
Holder whom you have requested in writing that the Issuer contact and whose
contact information you have provided to the Issuer before the date on which
such notice is to be supplied):
(i) when any Registration Statement and any amendment thereto has
been filed with the Commission and when the Registration Statement or any
post-effective amendment thereto has become effective; and
(ii) of any request by the Commission for amendments or supplements
to the Registration Statement or the prospectus included therein or for
additional information.
Any notice pursuant to clause (ii) above shall be accompanied by an instruction
to suspend the use of the prospectus until the requisite changes have been made
and a notice that the Registration Statement shall be deemed not to have been
effective during the period of such interference until the offering of
Securities pursuant to such Registration Statement may legally resume (and any
time periods referred to in Section 1 or 2 during which a Registration Statement
must be kept effective shall be extended by a number of days equal to such
period). US Airways also shall provide such notice to the Holders of Securities
included within the coverage of a Shelf Registration Statement and to any
Exchanging Dealer, in the case of an Exchange Offer Registration Statement, in
each case, which has provided in writing to the Issuer a telephone or facsimile
number or address for notices. If requested by you or any such Holder or
Exchanging Dealer, US Airways shall confirm such advice in writing.
(2) The Issuer shall advise you (and any Exchanging Dealer or Holder
whom you have requested in writing that the Issuer contact and whose contact
information you have provided to the Issuer before the date on which such notice
is to be supplied):
(i) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose;
(ii) of the receipt by the Issuer of any notification with respect
to the suspension of the qualification of the Securities included therein for
sale in any jurisdiction or the initiation or threatening of any proceeding for
such purpose; and
(iii) of the happening of any event that requires the making of any
changes in the Registration Statement or the prospectus so that, as of such
date, the statements therein are not misleading and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the prospectus, in light of the circumstances under
which they were made) not misleading (which advice shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes
have been made).
Any notice pursuant to this subsection (2) shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes
have been made and a notice that the Registration Statement shall be deemed not
to have been effective during the period of such suspension, until the offering
of Securities pursuant to such Registration Statement may legally resume (and
any time periods referred to in Section 1 or 2 during which a Registration
Statement must be kept effective shall be extended by a number of days equal to
such period). US Airways also shall provide such notice to the Holders of
Securities included within the coverage of a Shelf Registration Statement and to
any Exchanging Dealer, in the case of an Exchange Offer Registration Statement,
in each case, which has provided in writing to the Issuer a telephone or
facsimile number or address for notices. If requested by you or any such Holder
or Exchanging Dealer, US Airways shall confirm such advice in writing.
(c) The Issuer shall make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of any Registration
Statement at the earliest possible time.
(d) The Issuer shall furnish to each registered Holder of Securities
included within the coverage of any Shelf Registration Statement (and any such
beneficial Holder that has provided the Issuer in writing to the Issuer a
telephone or a facsimile number or an address for notices, including any
Exchanging Dealer which so requests in writing or the Purchaser), without
charge, at least one (1) copy of such Shelf Registration Statement and any
post-effective amendment thereto, including financial statements and schedules,
and, if a Holder so requests in writing, all exhibits (including those
incorporated by reference).
(e) The Issuer shall, during the Shelf Registration Period, deliver
to each registered Holder of Securities included within the coverage of any
Shelf Registration Statement and any such beneficial Holder that has provided
the Issuer in writing an address, without charge, as many copies of the
prospectus (including each preliminary prospectus) included in such Shelf
Registration Statement and any amendment or supplement thereto as such Holder
may reasonably request. Subject to the terms of this Agreement, the Issuer
consents to the use of the prospectus or any amendment or supplement thereto by
each of the selling Holders of Securities in connection with the offering and
sale of the Securities covered by the prospectus or any amendment or supplement
thereto.
(f) The Issuer shall furnish to each Exchanging Dealer or the
Purchaser, as applicable, which so requests, without charge, at least one (1)
copy of any Exchange Offer Registration Statement and any post-effective
amendment thereto, including financial statements and schedules, and, if the
Exchanging Dealer or the Purchaser, as applicable, so requests in writing, all
exhibits (including those incorporated by reference).
(g) The Issuer shall, during any Exchange Offer Registration Period,
promptly deliver to each broker-dealer that is the beneficial owner (as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act")) of Exchange Certificates received by such broker-dealer in the respective
Registered Exchange Offer (a "Participating Broker-Dealer") and such other
persons as may be required to deliver a prospectus following such Registered
Exchange Offer, without charge, as many copies of the prospectus included in
such Exchange Offer Registration Statement and any amendment or supplement
thereto as such person may reasonably request for delivery by such person in
connection with a sale of Exchange Certificates received by it pursuant to such
Registered Exchange Offer. Subject to the terms of this Agreement, the Issuer
consents to the use of the prospectus or any amendment or supplement thereto by
any such Participating Broker-Dealer or other person as aforesaid.
(h) Prior to the effective date of any Registration Statement, the
Issuer will use its reasonable best efforts to register or qualify or cooperate
with the Holders of Securities included therein and their respective counsel in
connection with the registration or qualification of such Securities for offer
and sale under the state securities or blue sky laws of such jurisdictions as
any such Holder reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such jurisdictions
of the Securities covered by such Registration Statement; provided that the
Issuer will not be required to qualify generally to do business in any
jurisdiction where it is not then so qualified or to take any action which would
subject it to general service of process or to taxation in any such jurisdiction
where it is not then so subject.
(i) The Issuer shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing the
Securities to be sold pursuant to any Shelf Registration Statement free of any
restrictive legends and in such denominations and registered in such names as
Holders may request prior to sales of the Securities pursuant to such Shelf
Registration Statement.
(j) Upon the occurrence of any event contemplated by paragraphs
(1)(ii) or (2)(iii) of this Section 4(b), the Issuer shall promptly prepare and
file with the Commission a post-effective amendment to the Registration
Statement or a supplement to the related prospectus or file any other required
document so that, as thereafter delivered to purchasers of the Securities
included therein, the prospectus will not include an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. If the Issuer notifies the Purchaser, the Holders and any
known Participating Broker-Dealer in accordance with paragraphs (1)(ii) or
(2)(i) through (iii) of Section 4(b) above to suspend the use of the prospectus
until the requisite changes to the prospectus have been made, then the
Purchaser, the Holders and any such Participating Broker- Dealers shall suspend
use of such prospectus. In the event such suspension becomes necessary, the
Registration Statement shall be deemed not to have been effective during the
period of such suspension until the offering of Securities pursuant to such
Registration Statement may legally resume (and any time periods referred to in
Section 1 or 2 during which a Registration Statement must be kept effective
shall be extended by a number of days equal to such period).
(k) Not later than the effective date of the applicable Registration
Statement, the Issuer shall provide a CUSIP number for the Certificates, the
Exchange Certificates, or the Private Exchange Certificates, as the case may be,
and provide the trustee with printed certificates for the Certificates, the
Exchange Certificates or the Private Exchange Certificates, as the case may be,
in a form eligible for deposit with The Depository Trust Company (it being
expressly understood that the Exchange Certificates will continue to be held in
book-entry form in the same manner as the Certificates). The Issuer shall take
such action as is necessary to assure that all Securities sold pursuant to a
Registration Statement or Rule 144 under the 1933 Act bear the same CUSIP number
(which CUSIP number shall be for the use of unrestricted securities).
(l) The Issuer will cause the Pass Through Agreement to be qualified
under the Trust Indenture Act as required by applicable law in a timely manner.
(m) The Issuer shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its security
holders as soon as practicable after the effective date of the applicable
Registration Statement an earnings statement satisfying the provisions of
Section 11(a) of the 1933 Act; provided that in no event shall such earnings
statement be delivered more than forty-five (45) days after the end of the
twelve (12) month period (or ninety (90) days, if such period is a fiscal year)
beginning with the first month of the Issuer's first fiscal quarter commencing
after the effective date of the applicable Registration Statement, which
statement shall cover such twelve (12) month period.
(n) The Issuer may require each Holder of Securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Issuer such
information regarding the Holder and the distribution of such Securities as the
Issuer may from time to time reasonably require for inclusion in such
Registration Statement. The Issuer may exclude from such Registration Statement
the Securities of any Holder that fails to furnish such information within a
reasonable time after receiving such request.
(o) In the case of a Shelf Registration Statement, the Issuer shall
enter into such customary agreements (including, if requested, an agreement with
selling agents (the "Agents") for the Holders in customary form) and take all
such other action, if any, as the Purchaser, the Holders of a majority in
aggregate principal amount of the Securities or an Agent (if any) shall
reasonably request in order to facilitate any disposition of Securities pursuant
to such Shelf Registration Statement.
(p) In the case of a Shelf Registration Statement, the Issuer shall
(i) make reasonably available for inspection by a representative of, and special
counsel ("Special Counsel") acting for, the Purchaser or Holders of a majority
in aggregate principal amount of the Securities being sold and any Agent
participating in any disposition of Securities pursuant to such Shelf
Registration Statement, all relevant financial and other records, pertinent
corporate documents and properties of the Issuer, and its subsidiaries and (ii)
use its reasonable best efforts to have its officers, directors, employees,
accountants and counsel supply all relevant information reasonably requested by
such representative, Special Counsel or any such Agent (an "Inspector") in
connection with such Shelf Registration Statement, provided that the Issuer
shall be required to comply with the provisions of this Section 4(p) only (A) at
the time of the initial effectiveness of the Shelf Registration Statement, (B)
after the Issuer files a Form 8-K under the 1934 Act (other than a Form 8-K
filed in connection with an earnings announcement), provided that any
investigation conducted under this clause (B) is limited to the material filed
(or reasonably related to the material filed) in the Form 8-K; and (C), except
as specified in clauses (A) and (B), not more than once per quarter.
(q) In the case of a Shelf Registration Statement, the Issuer shall,
if requested by the Purchaser or Holders of a majority in aggregate principal
amount of the Securities, their Special Counsel or the Agents (if any) in
connection with such Shelf Registration Statement, use its reasonable best
efforts to cause (i) its counsel to deliver to the Purchaser an opinion (and
reasonable updates thereof) relating to the Shelf Registration Statement and the
Securities in customary form, (ii) its officers to execute and deliver all
customary documents and certificates requested by the Purchaser or Holders of a
majority in aggregate principal amount of the Securities being sold, their
Special Counsel or the Agents (if any) and (iii) its independent public
accountants to provide a comfort letter in customary form, subject to the
receipt of appropriate documentation as contemplated and only if permitted by
Statement of Auditing Standards No. 72, provided that the Issuer need comply
with the provisions of this Section 4(q) only at the time of the initial
effectiveness of the Shelf Registration Statement and twice thereafter and in
its sole and absolute discretion upon request by the Purchaser.
(r) In the case of any Shelf Registration Statement, the Issuer, if
requested by any Holder, shall cause its counsel to deliver an opinion relating
to the Securities included within the coverage of such Shelf Registration
Statement in customary form.
(s) If a Registered Exchange Offer or Private Exchange is to be
consummated, upon delivery of Certificates by Holders to the Issuer (or to such
other person as directed by the Issuer) in exchange for the Exchange
Certificates or Private Exchange Certificates, as the case may be, the Issuer
shall xxxx, or cause to be marked, on the Certificates so exchanged that such
Certificates are being canceled in exchange for the Exchange Certificates or
Private Exchange Certificates, as the case may be, in no event shall the
Certificates be marked as paid or otherwise satisfied.
5. Registration Expenses.
(a) US Airways shall bear all Registration Expenses related to the
performance of its obligations under Section 1 relating to an Exchange Offer
Registration Statement, provided that the Purchaser shall bear all additional
expenses caused by keeping the Exchange Offer Registration Statement effective
for more than one hundred eighty (180) days after the expiration of the
respective Registered Exchange Offer.
(b) The Purchaser shall bear all Registration Expenses in connection
with a Shelf Registration Statement filed pursuant to Section 2 hereof in excess
of the amount the Issuer would have borne under Section 5(a) had the respective
Registered Exchange Offer been consummated; provided, that the Issuer shall bear
all expenses related to a Shelf Registration Statement filed as a result of the
occurrence of an event described in clause (i), (ii), (vi) or (vii) of the first
paragraph of Section 2 hereof.
(c) For purposes of this Agreement, "Registration Expenses" shall
mean any and all expenses incident to performance of or compliance by US Airways
and the Trustees with this Agreement, including: (i) all Commission, stock
exchange or National Association of Securities Dealers, Inc. ("NASD")
registration and filing fees; (ii) all reasonable fees and expenses incurred in
connection with compliance with state or other securities or blue sky laws and
compliance with the rules of the NASD (including reasonable fees and
disbursements of counsel for any underwriters or Holders in connection with
state or other securities or blue sky qualifications of any of the Exchange
Certificates or Certificates); (iii) all expenses of any Persons in preparing or
assisting in preparing, word processing, printing and distributing any
Registration Statement, any Prospectus, any amendments or supplements thereto,
any underwriting agreements, securities sales agreements and other documents
relating to the performance of and compliance with this Agreement; (iv) all
rating agency fees; (v) all fees and expenses incurred in connection with the
listing, if any, of any of the Certificates on any securities exchange or
exchanges; (vi) all fees and disbursements relating to the qualification of the
Pass Through Agreements under applicable securities laws; (vii) the reasonable
fees and disbursements of counsel (other than the fees and disbursements of
internal counsel) for the Issuer and of the independent public accountants of
the Issuer, including the expenses of any special audits or "cold comfort"
letters required by or incident to such performance and compliance; (viii) the
reasonable fees and expenses of the Trustees, including their counsel, and any
escrow agent or custodian; and (ix) any reasonable fees and disbursements of the
underwriters or Agents, if any, retained by the Issuer and the reasonable fees
and expenses of any special experts retained by the Issuer in connection with
any Registration Statement, in each case as are customarily required to be paid
by issuers or sellers of securities, but excluding fees of counsel to the
Agents, underwriters or the Holders and underwriting discounts and commissions
and transfer taxes, if any, relating to the sale or disposition of Certificates
by a Holder.
6. Indemnification. (a) In the event of a Shelf Registration or in
connection with any prospectus delivery pursuant to a Registered Exchange Offer
by an Exchanging Dealer as contemplated in Section 4(g) or by the Purchaser, the
Issuer shall indemnify and hold harmless each Holder and its affiliates (as
defined in the 1933 Act), officers, directors, and employees from and against
any and all losses, claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, or any prospectus forming a
part thereof (as amended or supplemented if the Issuer shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein in light of the circumstances under
which they were made not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission base upon information relating to any
Holder furnished to the Issuer in writing by such Holder expressly for use
therein ("Holder Information"); provided, however, that the foregoing indemnity
agreement, with respect to any preliminary prospectus shall not inure to the
benefit of any Holder from whom the person asserting any such losses, claims,
damages or liabilities purchased Securities or any person controlling such
Holder, if a copy of the prospectus (as then amended or supplemented if the
Issuer shall have furnished any amendments or supplements thereto) was not sent
or given by or on behalf of such Holder to such person, if required by law so to
have been delivered, at or prior to the written confirmation of the sale of the
Securities to such person, and if the prospectus (as so amended or supplemented)
would have cured the defects giving rise to such losses, claims, damages or
liabilities.
(b) In the event of a Shelf Registration Statement, each Holder
agrees, severally and not jointly, to indemnify and hold harmless the Issuer,
its directors, its officers who sign the Registration Statement and each person,
if any, who controls the Issuer within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the
foregoing indemnity from the Issuer to such Holder, but only with reference to
the Holder Information of such Holder; provided, however, that no such Holder
shall be liable for any indemnity claims hereunder in excess of the net proceeds
received by such Holder from the sale of Securities pursuant to such Shelf
Registration Statement.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) of this Section
6, such person (the "indemnified party") shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in writing
and the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the reasonable fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, but the reasonable fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have agreed to the retention
of such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees
and expenses of more than one firm ( in addition to any local counsel) for all
such indemnified parties and that all such fees and expenses shall be reimbursed
as they are incurred. Such firm shall be designated in writing by such Holder in
the case of parties indemnified pursuant to paragraph (a) above and by the
Company in the case of parties indemnified pursuant to paragraph (b) above. The
indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such settlement or judgment. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such proceeding.
(d) To the extent the indemnification provided for in paragraph (a)
or (b) of this Section 6 is unavailable to an indemnified party or insufficient
in respect of any losses, claims, damages or liabilities, then each indemnifying
party under such paragraph, in lieu of indemnifying such indemnified party
thereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Issuer, on the one hand, and such Holder, on the other hand, from the offering
of the Securities or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Issuer on the one hand and such Holder on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Issuer in connection with
the offering of such Securities shall be deemed to be in the same proportion as
the aggregate consideration received by the Trust from the sale by the Trust of
such Securities (or Securities which were exchanged into such Securities) bears
to the aggregate consideration received by such Holder in connection with the
resale of such Securities, and such Holder shall be deemed to have received the
rest of the benefits. The relative fault of the Issuer on the one hand and of
such Holder on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuer or by such Holder and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
(e) The Issuer and the Purchaser agree that it would not be just or
equitable if contribution pursuant to this Section 6 were determined by pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in paragraph 6(d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 6, no Holder shall be required to contribute any amount in excess of the
amount by which the total price at which the Securities sold by it to any
purchaser exceeds the amount of any damages that such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The remedies provided for in this Section 6 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this
Section 6 and the representation, warranties and other statements of the Issuer
contained in this Agreement or contained in certificates of officers of the
Issuer submitted pursuant hereto, shall remain operative and in full force and
effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Holder or any person controlling any
Holder or the Issuer, its officers or directors or any person controlling the
Issuer and (iii) acceptance of and payment for any of the Securities.
7. Rules 144 and 144A. The Issuer shall use its reasonable best
efforts to file the reports required to be filed by it under the 1933 Act and
the 1934 Act in a timely manner and, if at any time the Issuer is not required
to file such reports, it will, upon the written request of any Holder of
Certificates, make publicly available other information so long as necessary to
permit sales of such Holder's securities pursuant to Rules 144 and 144A. The
Issuer covenants that it will take such further action as any Holder of
Certificates may reasonably request, all to the extent required from time to
time to enable such Holder to sell Certificates without registration under the
Securities Act within the limitation of the exemptions provided by Rules 144 and
144A (including, without limitation, the requirements of Rule 144A(d)(4)). Upon
the written request of any Holder of Certificates, the Issuer shall deliver to
such Holder a written statement as to whether it has complied with such
requirements.
8. Miscellaneous.
(a) Amendment and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, unless US Airways has obtained the
written consent of Holders of a majority in aggregate principal amount of the
Securities.
Notwithstanding the foregoing, a waiver or consent to depart from
the provisions hereof with respect to a matter that relates exclusively to the
rights of Holders whose Securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights of other
Holders may be given by Holders of a majority in aggregate principal amount of
the Securities being sold by such Holders pursuant to such Registration
Statement.
(b) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail,
telex, telecopier, or air courier guaranteeing overnight delivery:
(i) if to a Holder, at the most current address given by such Holder
to the Issuer in accordance with the provisions of this Section 8(b), which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Pass Through Agreement, with a copy in
like manner to the Purchaser;
(ii) if to the Purchaser, initially at the respective addresses set
forth in the Purchase Agreement with copies to the parties specified therein;
and
(iii) if to the Issuer, initially at its address set forth in the
Purchase Agreement, with copies to the parties specified therein.
All such notices and communications shall be deemed to have been
duly given when received.
The Purchaser or US Airways by notice to the other may designate
additional or different addresses for subsequent notices or communications.
(c) Successors and Assigns. This Agreement shall be binding upon US
Airways and each of its successors and assigns.
(d) Counterparts. This agreement 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.
(e) Headings. The headings in this agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. Specified times
of day refer to New York City time.
(g) Severability. 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.
(h) Securities Held by the Issuer. Whenever the consent or approval
of Holders of a specified percentage of principal amount of Securities is
required hereunder, Securities held by the Issuer or any of its affiliates
(other than subsequent Holders of Securities if such subsequent Holders are
deemed to be affiliates solely by reason of their holdings of such Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.
(i) No Inconsistent Agreements. US Airways has not, as of the date
hereof, entered into, nor shall it, on or after the date hereof, enter into, any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders herein or otherwise conflicts with the provisions hereof.
(j) Copies of Agreement. US Airways shall provide a copy of this
Agreement to prospective purchasers of the Certificates identified to them by
the Purchaser upon request.
(k) Letter Agreement. The rights and obligations of the parties
hereunder shall be independent of the rights and obligations under the captions
"Transfer Rights" and "Transaction Expenses" in Section 4 of that certain
"Letter Agreement dated as of October 31, 1997 (as amended from time to time,
the "Letter Agreement" and the provisions described above, the "Applicable
Provisions") between AVSA, S.A.R.L. and US Airways, and the Applicable
Provisions shall not affect or limit the rights or obligations of the parties
hereunder, provided that without limiting the foregoing, the rights and
obligations under the "Transfer Rights" caption described above shall survive
the execution and delivery of this Agreement and shall remain in full force and
effect in accordance with their terms.
(l) Underwritten Offering. Notwithstanding anything to the contrary
herein, neither the Purchaser nor any Holder shall be entitled to use the
registration rights granted to the Purchaser in this Agreement to effect an
underwritten public offering.
(m) Class C Trust. The Trustee shall take such action as may be
reasonably requested by the Company in connection with the Issuer satisfying its
obligations arising under this Agreement.
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 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
ANNEX A TO
REGISTRATION AGREEMENT
NOTICE OF EXERCISE OF DEMAND RIGHT
US Airways, Inc.
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: Treasurer
Telecopier: (000) 000-0000
Ladies and Gentlemen:
Reference is made to the Registration Agreement (the "Registration
Agreement") dated as of November 2, 2000 by and between US Airways, Inc. and
Airbus Industrie Financial Services.
In accordance with the second paragraph of Section 1 of the
Registration Agreement, the undersigned hereby provides written notice of its
exercise of a Demand Right (as defined in the Registration Agreement).
AIRBUS INDUSTRIE FINANCIAL SERVICES
By:_____________________
Name:
Title:
Dated:_____________ , _________
ANNEX B TO
REGISTRATION AGREEMENT
Each broker-dealer that receives Exchange Certificates for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Certificates. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the 1933 Act. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Certificates received in exchange for the
Certificates where such Certificates were acquired by such broker-dealer as a
result of market-making activities or other trading activities. The Issuer has
agreed that, for a period of one hundred eighty (180) days after the Expiration
Date (as defined herein), it will make this Prospectus available to any
broker-dealer for use in connection with any such resale. See "Plan of
Distribution".
ANNEX C TO
REGISTRATION AGREEMENT
Each broker-dealer that receives Exchange Certificates for its own
account in exchange for the Certificates, where such Certificates were acquired
by such broker- dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Certificates. See "Plan of Distribution".
ANNEX D TO
REGISTRATION AGREEMENT
PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Certificates for its own
account pursuant to the Registered Exchange Offer must acknowledge that it will
deliver a prospectus in connection with any resale of such Exchange
Certificates. This Prospectus, as it may be amended or supplemented from time to
time, may be used by a broker-dealer in connection with resales of Exchange
Certificates received in exchange for Existing Certificates where such Existing
Certificates were acquired as a result of market-making activities or other
trading activities. The Issuer has agreed that for a period of one hundred
eighty (180) days after the Expiration Date, it will make this Prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale. In addition, until __________, 200__, all dealers
effecting transactions in the Exchange Certificates may be required to deliver a
prospectus. 1
The Issuer will not receive any proceeds from any sale of Exchange
Certificates by broker-dealers. Exchange Certificates received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Certificates or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such
Exchange Certificates. Any broker-dealer that resells Exchange Certificates that
were received by it for its own account pursuant to the Exchange offer and any
broker or dealer that participates in a distribution of such Exchange
Certificates may be deemed to be an "underwriter" within the meaning of the 1933
Act and any profit on any such resale of Exchange Certificates and any
commissions or concessions received by any such persons may be deemed to be
underwriting compensation under the 1933 Act. The Letter of Transmittal states
that by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the 1933 Act.
For a period of one hundred eighty (180) days after the Expiration
Date, the Issuer will promptly send additional copies of this Prospectus and any
amendment or supplement to this Prospectus to any broker-dealer that requests
such documents in the Letter of Transmittal. The Issuer has agreed to pay all
expenses incident to the Exchange Offer other than commissions or concessions of
any brokers or dealers and will indemnify the holders of the Certificates
(including any broker-dealers) against certain liabilities, including
liabilities under the 1933 Act.
--------
1 The legend required by Item 502(e) of Regulation S-K must appear on the
back page of the Exchange Offer Prospectus.
ANNEX E TO
REGISTRATION AGREEMENT
Rider A
- CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND TEN (10) COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:_____________________
Address:__________________
Rider B
If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Certificates. If the undersigned is a broker-dealer
that will receive Exchange Certificates for its own account in exchange for
Certificates, it represents that the Certificates to be exchanged for Exchange
Certificates were acquired by it as a result of market-making or other trading
activities and acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Certificates; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the 1933 Act.
