EXHIBIT 4.8
NOTE PURCHASE AGREEMENT
Dated as of November 2, 2000
Among
US AIRWAYS, INC.,
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Pass Through Trustee under each of the
Pass Through Trust Agreements
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Subordination Agent
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Escrow Agent
and
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION,
as Paying Agent
INDEX TO NOTE PURCHASE AGREEMENT
Page
SECTION 1. Definitions.............................................3
SECTION 2. Financing of New Aircraft...............................3
SECTION 3. Conditions Precedent....................................8
SECTION 4. Representations and Warranties..........................9
SECTION 5. Covenants..............................................15
SECTION 6. Notices................................................17
SECTION 7. Expenses...............................................18
SECTION 8. Further Assurances.....................................19
SECTION 9. Miscellaneous..........................................19
SECTION 10. Governing Law..........................................20
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-1A Form of Basic Leased Aircraft Participation Agreement
Exhibit A-1B Form of Special Leased Aircraft Participation Agreement
Exhibit A-2A Form of Basic Lease
Exhibit A-2B Form of Special Lease
Exhibit A-3A Form of Basic Leased Aircraft Indenture
Exhibit A-3B Form of Special Leased Aircraft Indenture
Exhibit A-4 Form of Leased Aircraft Purchase Agreement Assignment
Exhibit A-5A Form of Basic Trust Agreement
Exhibit A-5B Form of Special Trust Agreement
Exhibit A-6 Form of Leased Aircraft French Pledge Agreement
Exhibit B Form of Closing Notice
Exhibit C-1 Form of Owned Aircraft Participation Agreement
Exhibit C-2 Form of Owned Aircraft Indenture
Exhibit C-3 Form of Owned Aircraft Purchase Agreement Assignment
Exhibit C-4 Form of Owned Aircraft French Pledge Agreement
NOTE PURCHASE AGREEMENT
This NOTE PURCHASE AGREEMENT, dated as of November 2, 2000,
among (i) US Airways, Inc., a Delaware corporation (the "Company"), (ii)
State Street Bank and Trust Company of Connecticut, National Association, a
national banking association, 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 the Pass Through Trust Agreement (as defined below), (iii)
State Street Bank and Trust Company of Connecticut, National Association, a
national banking association, 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 the Escrow and Paying Agent Agreement
(as defined below) and (v) State Street Bank and Trust Company of
Connecticut, National Association, a national banking association, as
Paying Agent (in such capacity together with its successors in such
capacity, the "Paying Agent") under the Escrow and Paying Agent Agreement.
W I T N E S S E T H:
WHEREAS, US Airways Group, Inc. ("Group") 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 New Aircraft;
WHEREAS, the Company has entered into the Underwriting
Agreement dated as of October 26, 2000 (the "Underwriting Agreement") with
the several underwriters (the "Underwriters") named therein, which provides
that the Company will cause the Pass Through Trustee of the Class G Trust
to issue and sell the Class G Certificates to the Underwriters;
WHEREAS, the Company has entered into a Class C Certificate
Purchase Agreement, dated as of October 26, 2000 (the "Class C Purchase
Agreement") 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 Agent and the Depositary 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;
WHEREAS, concurrently with the execution and delivery of
this Agreement, (i) Xxxxxx Xxxxxxx Capital Services Inc. (the "Liquidity
Provider"), has entered into two (2) 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 Trustees, the Liquidity Provider, the Policy Provider (as
defined below) and the Subordination Agent have entered into the
Intercreditor Agreement, dated as of the date hereof (the "Intercreditor
Agreement"); and
WHEREAS, concurrently with the execution and delivery of
this Agreement, MBIA Insurance Corporation (the "Policy Provider") has
entered into the Insurance and Indemnity Agreement (the "Policy Provider
Agreement"), with the Company and the Subordination Agent, as agent and
trustee for the Pass Through Trustee of the Class G Trust on behalf of the
Class G Trust, and the Policy Provider has issued the financial guarantee
insurance policy (the "Policy") provided for therein for the benefit of the
Class G Certificate Holders.
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 Group has entered into the Aircraft Purchase Agreement with
the Seller pursuant to which Group 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. Group may, prior to the scheduled delivery
date for the New Aircraft, assign the right to purchase the New Aircraft to
the Company. The Company agrees that the New Aircraft will be financed 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, the Policy Provider 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, which Scheduled Closing Date shall be within one
hundred eighty (180) days of the delivery of such New Aircraft from
the Seller to the Company or Group (or, with Rating Agency
Confirmation, a longer period following delivery of such New
Aircraft from Seller to the Company or Group, but in no event on or
after the Cut-Off Date) and prior to the Cut-Off Date;
(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 either the
"basic" or "special" forms thereof annexed hereto in all material respects
with such changes therein as shall have been requested by the Company or
the related Owner Participant (in the case of Lease Financing Agreements),
and agreed to by the Company and, if modified in any material respect, as
to which prior written consent of the Policy Provider shall have been
obtained and 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 and the Policy Provider on
or before the relevant Closing Date, it being understood that if Policy
Provider consent and 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 Policy Provider consent or 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, without
regard to the Policy or (B) a withdrawal or suspension of the rating of any
class of certificates, in each case, without regard to the Policy.
(d) With respect to each New Aircraft, the Company
shall cause State Street Bank and Trust Company of Connecticut, National
Association (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 or of the
Policy Provider, the Company shall deliver or cause to be delivered to each
Rating Agency or the Policy Provider, as the case may be, 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 and the Policy Provider prompt notice
thereof. Concurrently with the giving of such notice of postponement or
subsequently, the Company shall give the parties hereto and the Policy
Provider 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 earlier of (x) the
180th day following the delivery of the Aircraft from the Seller to the
Company or Group, as the case may be (or, with Rating Agency Confirmation,
a longer period following delivery of such New Aircraft from Seller to the
Company or Group) and (y) the Cut-Off Date on which the Escrow Agents shall
be entitled to withdraw one or more Deposits under each of the Deposit
Agreements to enable each Pass Through Trustee to fund its purchase of the
related Equipment Notes). Upon receipt of any such notice of postponement,
the Pass Through Trustee shall comply with its obligations under Section
5.01(b) of the applicable Trust Supplement 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 and the Policy Provider
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 earlier of (x) the
180th day following the delivery of the Aircraft from the Seller to the
Company or Group, as the case may be (or, with Rating Agency Confirmation,
a longer period following delivery of such New Aircraft from Seller to the
Company or Group) and (y) the Cut-Off Date and on which the Escrow Agents
shall be entitled to withdraw Deposits under each of the Deposit Agreements
sufficient to enable the applicable Pass Through Trustee to fund its
purchase of the related Equipment Notes). 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 July 1, 2001, 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 for any
Airbus Model A319, A320 or A321 aircraft must be an Airbus Model A319, A320
or A321 aircraft, respectively, delivered by the Seller to the Company
after June 30, 2000 and (ii) the Company shall be obligated to obtain prior
written consent of the Policy Provider and 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 Section 40102(a)(15)
of the Act, 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.
(k) Anything herein to the contrary notwithstanding,
the Company and Group shall each have the right to accept delivery of a New
Aircraft under the Aircraft Purchase Agreement on the delivery date
therefor under the Aircraft Purchase Agreement; provided that the Company
shall in any event, give the parties hereto a Closing Notice specifying a
Scheduled Closing Date not later than one hundred eighty (180) days after
the delivery of such New Aircraft under the Aircraft Purchase Agreement
(or, with Rating Agency Confirmation, a longer period following delivery of
such New Aircraft from Seller to the Company or Group) and before 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 new Scheduled
Closing Date therefor except (i) the Scheduled Closing Date shall be deemed
to be the Closing Date of such New Aircraft for all purposes of this
Section 2 and (ii) the related Financing Agreements shall be amended to
reflect the original delivery date of such New Aircraft to the Company.
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 thereunder 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 of the Pass Through Trustees, the Policy Provider and each of the
Liquidity Providers 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 of such Financing
Agreements attached to this Agreement do not materially and adversely
affect the Policy Provider or the Certificate Holders, and such
certification shall be true and correct;
(c) a copy of the Rating Agency Confirmation and
Policy Provider consent, if any, required under Section 2 shall have been
delivered to the Pass Through Trustees; 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 of the Pass Through Trustees 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 the related series of
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
Section 40102(a)(15) of the Act 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 of
Connecticut, National Association represents and warrants on the date
hereof and on each Closing Date that:
(i) State Street Bank and Trust Company of
Connecticut, National Association is duly incorporated, validly
existing and in good standing under the laws of the State of
Connecticut and is a "citizen of the United States" as defined in
Section 40102(a)(15) of the Act, and has the full corporate power,
authority and legal right under the laws of the State of
Connecticut 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 of
Connecticut, National Association, 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 of Connecticut, National Association, 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 of Connecticut, National
Association, 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 of Connecticut, National Association, 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
of Connecticut, National Association, 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 considered 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 of the Trust Supplements are true and correct as of the date
hereof.
(d) The Subordination Agent represents and warrants
as of the date hereof and as of each Closing Date that:
(i) the Subordination Agent is duly organized,
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 State of Connecticut 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 State of Connecticut
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
registration with, or the taking of any other action with respect
to, any Connecticut 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 State of Connecticut 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, any of
the Liquidity Facilities, the Policy or the Policy Provider
Agreement), and there are no Taxes payable by the Subordination
Agent imposed by the United States or the State of Connecticut or
any political subdivision of either 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
Subordination Agent for services rendered in connection with the
transactions contemplated by the Intercreditor Agreement, any of
the Liquidity Facilities, the Policy or the Policy Provider
Agreement); 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
determined 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 as of
the date hereof and as of each Closing Date 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 Agreement, 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 as of
the date hereof and of each Closing Date that:
(i) the Paying Agent is duly organized,
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
Agreement and 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 Premium, 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;
(iii) 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 Loan Trustee to the rights afforded to lessors of
aircraft equipment under Section 1110 and (ii) in the case of Owned
Aircraft, the Loan Trustee to the rights afforded to secured
parties of aircraft equipment under Section 1110;
(iv) Section 7(e) of the Owned Aircraft
Participation Agreement Form and Section 7(v) of the Basic Leased
Aircraft Participation Agreement Form are hereby incorporated by
reference herein;
(v) the Company agrees to provide written
notice to each of the parties hereto and the Policy Provider of the
occurrence of the Cut-Off Date no later than one Business Day after
the date thereof;
(vi) with respect to Owned Aircraft, the
Company agrees to provide each Rating Agency and the Policy
Provider with prompt written notice of any lease by the Company of
any Aircraft for a lease period of more than one (1) year;
(vii) [Reserved]
(viii) If the Depositary's short-term rating
shall at any time fall below the Depositary Threshold Rating from
either Xxxxx'x or Standard & Poor's, the Company shall, within 60
days of such event occurring, cause the Depositary to be replaced
with a depository bank (a "Replacement Depositary") on the
following terms and preconditions:
(1) the Replacement Depositary must
be one that either (x) meets the Depositary Threshold Rating or (y)
with respect to which the Company shall have obtained written
confirmation from each Rating Agency that such Replacement
Depositary will not cause a reduction of any rating then in effect
for any class of certificates by such Rating Agency (without regard
to any downgrading of any rating of the Depositary being replaced
and without regard to the Policy) and, in either case, the Company
shall have obtained written confirmation from each Rating Agency
that such replacement will not cause a reduction or withdrawal of
any rating then in effect for any class of certificates by such
Rating Agency (without regard to any downgrades of any rating of
the Depositary being replaced and without regard to the Policy);
(2) the Company shall pay all fees,
expenses and other amounts then owing to the replaced Depositary; and
(3) the Company shall cause the each
Escrow Agent and the Replacement Depositary to enter into separate
Replacement Deposit Agreements for each class of certificates and
shall cause the Replacement Depositary to deliver to the Company,
the Policy Provider and each Rating Agency legal opinions and other
closing documentation substantially similar in scope and substance
as those that were delivered by the Depositary being replaced in
connection with the execution and delivery of the Deposit
Agreements being replaced.
Upon satisfaction of the foregoing conditions, the Company shall
instruct the Pass Through Trustees, and the Pass Through Trustees agree, to
execute and deliver to the respective Escrow Agent a duly completed
Withdrawal Certificate (as defined in the Escrow and Paying Agent
Agreement) together with a Notice of Replacement Withdrawal (as defined in
the applicable Escrow and Paying Agent Agreement).
Each of the parties hereto agrees, at the Company's request, to
enter into any amendments to this Agreement, any Escrow and Paying Agent
Agreement and any other Operative Documents as may be necessary or
desirable to give effect to the replacement of a Depositary with a
Replacement Depositary and the replacement of any Deposit Agreement with a
Replacement Deposit Agreement.
Upon the execution and delivery of a Replacement Deposit Agreement,
the Replacement Depositary shall be deemed to be a Depositary with all of
the rights and obligations of a Depositary hereunder and under the other
Operative Documents and such Replacement Deposit Agreement shall be deemed
to be a Deposit Agreement hereunder and under the other Operative
Documents, except that the obligations of the replaced Depositary under the
last sentence of Section 2.2 of the applicable Deposit Agreement shall
remain in full force and effect notwithstanding the execution and delivery
of such Replacement Deposit Agreement.
(b) State Street Bank and Trust Company of Connecticut,
National Association, 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 of Connecticut,
National Association giving any such notice, State Street Bank and Trust
Company of Connecticut, National Association shall, subject to Section 8.02
of any Indenture then entered into, resign as Loan 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 telecommunication,
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. Notice to
the Policy Provider shall be given at the address specified in the Policy
Provider Agreement.
Section 7. Expenses and Indemnity. (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 G 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
Agreements.
(b) The Company agrees to pay to the Subordination
Agent when due for application in accordance with the Intercreditor
Agreement an amount or amounts equal to the fees payable to the Policy
Provider under the Policy Fee Letter (as defined in the Policy Provider
Agreement) multiplied by a fraction the numerator of which shall be the
then outstanding aggregate amount of the Deposits under the Deposit
Agreement relating to the Class G Trust and the denominator of which shall
be the sum of (x) the then outstanding aggregate principal amount of the
Series G Equipment Notes issued under all of the Indentures and (y) the
then outstanding aggregate amount of the Deposits under the Deposit
Agreement relating to the Class G Trust.
(c) 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 for application in accordance with the Intercreditor
Agreement (A) the amount equal to interest on any Downgrade Advance (other
than any 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 any Applied Non-Extension Advance) payable under
Section 3.07 of each Liquidity Facility minus Investment Earnings while
such Non-Extension Advance shall be outstanding and (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, the Liquidity
Facility or the Policy Provider Agreement and (iv) to the Subordination
Agent when due for application in accordance with the Intercreditor
Agreement all compensation and reimbursement of expenses and disbursements
payable to the Policy Provider under Section 3.7(i) of the Intercreditor
Agreement, and (v) in the event the Company requests any amendment to this
Note Purchase Agreement or any Operative Document, all reasonable fees and
expenses (including, without limitation, fees and disbursements of counsel)
of the Escrow Agent, the Paying Agent and/or the Policy Provider in
connection therewith. For purposes of this Section 7(c), the terms "Applied
Downgrade Advance," "Applied Non-Extension Advance," "Downgrade Advance",
"Investment Earnings" and "Non-Extension Advance" shall have the meanings
specified in each Liquidity Facility.
(d) The Company hereby agrees to indemnify each of
the Escrow Agent and the Paying Agent from and against, and agrees to
protect, save and keep harmless each of them from any and all losses,
claims and expenses imposed on, incurred by or asserted against each of
them in any way relating to, based on or arising from the execution,
delivery and performance of this Agreement, the Deposit Agreements or the
Escrow and Paying Agent Agreements; provided, that the foregoing indemnity
shall not extend to any of the Escrow Agent or the Paying Agent with
respect to any loss, claim or expense to the extent such loss, claim or
expense is attributable to (i) a breach by any such party of this
Agreement, the Deposit Agreements or the Escrow and Paying Agent Agreements
or (ii) such party's gross negligence or willful misconduct.
(e) The Company hereby agrees to indemnify the Policy
Provider from and against, and agrees to protect, save and keep harmless
the Policy Provider from any and all losses, claims and expenses imposed
on, incurred by or asserted against the Policy Provider in any way relating
to, based on or arising from the enforcement by the Policy Provider of its
rights as a subrogee under the Escrow and Paying Agent Agreement for the
Class G Trust ; provided, that the foregoing indemnity shall not extend to
the Policy Provider with respect to any loss, claim or expense to the
extent such loss, claim or expense is attributable to the Policy Provider's
gross negligence or willful misconduct and provided further, that the
Policy Provider shall have no claim against any "Indenture Estate" or
"Trust Indenture Estate" (as such terms are defined in the Financing
Agreements) for any payments under this Section 7(e).
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 Trustees and its successors as Pass
Through Trustee (and any additional trustee appointed) under any of the
Pass Through Trust Agreements, the Escrow Agents and their successors as
Escrow Agent under the applicable Escrow and Paying Agent Agreement, the
Paying Agents and their successors as Paying Agent under the applicable
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 and the Policy Provider
(as a third party beneficiary)) 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.
(d) For purposes of enforcement, the Policy Provider
shall be an express third party beneficiary 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: /s/ Xxxxxxx X. XxXxxxxx
-----------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President and Treasurer
Address: 0000 Xxxxxxx Xxxxx, Xxxxxxxxx,
XX 00000
Attention: Treasurer
Facsimile: (000) 000-0000
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not
in its individual capacity, except as
otherwise provided herein, but solely
as Pass Through Trustee
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
Address: 000 Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
with a copy to:
State Street Bank and Trust Company
0 Xxxxxx xx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Corporate Trust Department
Facsimile: (000) 000-0000
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not
in its individual capacity, except as
otherwise provided herein, but solely
as Subordination Agent
By: /s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
Address: 000 Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
with a copy to:
State Street Bank and Trust Company
0 Xxxxxx xx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Corporate Trust Department
Facsimile: (000) 000-0000
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, as Escrow Agent
By: /s/ Xxxxx X. Xxxx
--------------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President
Address: 00 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
Attention: Corporate Trust Department
Facsimile: (000) 000-0000
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, as Paying Agent
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Assistant Vice President
Address: 000 Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
with a copy to:
State Street Bank and Trust Company
0 Xxxxxx xx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Corporate Trust Department
Facsimile: (000) 000-0000
SCHEDULE I TO
NOTE PURCHASE AGREEMENT
NEW AIRCRAFT AND SCHEDULED DELIVERY MONTHS
New Aircraft Expected Manufacturer's Scheduled
Type Registration Number Serial Number Delivery Month
------------ ------------------- -------------- --------------
Airbus A319-112 N755US 1331 October, 2000
Airbus A319-112 N756US 1340 October, 2000
Airbus A319-112 N757UW 1342 October, 2000
Airbus A319-112 N758US 1348 October, 2000
Airbus A319-112 N760US 1354 November, 2000
Airbus A319-112 N762US 1358 November, 2000
Airbus A319-112 N763US 1360 November, 2000
Airbus A319-112 N764US 1369 November, 2000
Airbus A319-112 N765US 1371 November, 2000
Airbus A319-112 N766US 1378 December, 2000
Airbus A319-112 N767UW 1382 December, 2000
Airbus A319-112 N768US 1389 December, 2000
Airbus A319-112 N769US 1391 December, 2000
Airbus A319-112 N770UW 1393 December, 2000
Airbus A320-214 N122US 1298 September, 2000
Airbus A320-214 N123UW 1310 October, 2000
Airbus A320-214 N124US 1314 October, 2000
Airbus A321-211 N161UW 1403 January, 2001
Airbus A321-211 N162US 1412 January, 2001
Airbus A321-211 N163US 1417 January, 2001
Airbus A321-211 N164UW 1425 February, 2001
Airbus A321-211 N165US 1431 February, 2001
Airbus A321-211 N166US 1436 February, 2001
SCHEDULE II TO
NOTE PURCHASE AGREEMENT
Trust Supplements
Trust Supplement No. 2000-3G dated as of the Issuance Date between the
Company and the Pass Through Trustee in respect of US Airways Pass Through
Trust, Series 2000-3G.
Trust Supplement No. 2000-3C dated as of the Issuance Date between the
Company and the Pass Through Trustee in respect of US Airways Pass Through
Trust, Series 2000-3C.
SCHEDULE III TO
NOTE PURCHASE AGREEMENT
Deposit Agreements
Deposit Agreement (Class G) dated as of the Issuance Date between ABN AMRO
Bank N.V., as Depositary and the Escrow Agent.
Deposit Agreement (Class C) dated as of the Issuance Date between ABN AMRO
Bank N.V., as Depositary and the Escrow Agent.
SCHEDULE IV TO
NOTE PURCHASE AGREEMENT
Escrow and Paying Agent Agreements
Escrow and Paying Agent Agreement (Class G) dated as of the
Issuance Date among the Escrow Agent, the Underwriters, the Pass Through
Trustee for the Class G Trust 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 for
the Class C Trust and the Paying Agent.
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
Providers, the Policy Provider or the Loan Trustee, the Granting Clause of
the applicable Trust Indenture Form so as to deprive the Note Holders of a
first priority security interest in and mortgage lien on the applicable
Aircraft, the rights of US Airways under the Aircraft Purchase Agreement to
the extent assigned under the applicable Indenture and in the case of a
Leased Aircraft Indenture, the applicable 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
Subordination Agent, the Liquidity Provider, the Policy Provider or the
Loan 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 applicable 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, the Policy Provider or the Loan 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 applicable Lease Form or
otherwise modify the terms of the applicable Lease Form so as to deprive
the Loan Trustee of rights expressly granted to the "Indenture Trustee"
therein.
3. In the case of the Basic Leased Aircraft Participation
Agreement may not modify in any material adverse respect as regards the
interests of the Note Holders, the Subordination Agent, the Liquidity
Provider, the Policy Provider or the Loan Trustee the provisions of
Sections 4(a)(vi), 4(a)(ix)(1), 4(a)(ix)(2), 4(a)(ix)(3), 4(a)(ix)(4) (but
only to the extent relating to the representations and warranties set forth
in Sections 6(a)(vi) and 6(a)(xv)), Sections 4(a)(x), 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), 4(a)(xii),
4(a)(xiii), 4(a)(xv) and 4(a)(xvi) so as to eliminate the requirement to
deliver to the Loan Participant or the Loan 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), Sections 7(c),
7(h), the second sentence of Section 7(n), 7(q), 7(z), 14(f) or 14(h) of
the applicable Participation Agreement Form or of the provisions of Section
7(d)(II)(E) of the applicable Participation Agreement Form as regards the
rights of the Loan Trustee thereunder.
4. In the case of the Special Leased Aircraft Participation
Agreement, may not modify in any material adverse respect as regards the
interests of the Note Holders, the Subordination Agent, the Liquidity
Provider, the Policy Provider or the Loan Trustee the provisions of
Sections 4(a)(v), 4(a)(viii)(1), 4(a)(viii)(2), 4(a)(viii)(3),
4(a)(viii)(4) (but only to the extent relating to the representations and
warranties set forth in Sections 6(a)(vi) and 6(a)(xv)), Sections 4(a)(ix),
4(a)(x) (to the extent such section requires special counsel for the Lessee
to deliver an opinion relating to Section 1110 of the Bankruptcy Code),
4(a)(xi), 4(a)(xii), 4(a)(xiii) and 4(a)(xv) so as to eliminate the
requirement to deliver to the Loan Participant or the Loan 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),
Sections 7(c), 7(h), the second sentence of Section 7(l), 7(n), 7(w), 14(f)
or 14(h) of the applicable Participation Agreement Form or of the
provisions of Section 7(d)(II)(E) of the applicable Participation Agreement
Form as regards the rights of the Loan Trustee thereunder.
5. May not modify, in any material adverse respect as
regards the interests of the Note Holders, the Subordination Agent, the
Liquidity Provider, the Policy Provider or the Loan Trustee, the definition
of "Make-Whole Amount" in Annex A to the applicable 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 Policy Provider, the Loan Trustee or the Certificate Holders.
It is conclusively agreed that the terms provided in the Special Lease
Forms marked as Exhibits X-0X, X-0X, X-0X, and A-5B to the Note Purchase
Agreement are not materially less favorable to the Loan Trustees, the
Subordination Agent, the Liquidity Provider, the Policy Provider, the Pass
Through Trustee, and the Note Holders than the comparable provisions in the
Basic Lease Forms marked as Exhibits X-0X, X-0X, X-0X and A-5A to the Note
Purchase Agreement.
SCHEDULE VI TO
NOTE PURCHASE AGREEMENT
MANDATORY ECONOMIC TERMS
PART I:
MANDATORY ECONOMIC TERMS OF THE SERIES G EQUIPMENT NOTES
OBLIGOR: (i) in the case of Equipment Notes issued under an Owned Aircraft
Indenture, US Airways, Inc. or (ii) in the case of Equipment Notes issued
under a Leased Aircraft Indenture, an Owner Trust.
PRINCIPAL AMOUNT OF SERIES G EQUIPMENT NOTES (ON AN AIRCRAFT-BY-AIRCRAFT
BASIS): The principal amount of the Series G Equipment Notes issued with
respect to an Aircraft must equal the principal amount of Series G
Equipment Notes indicated for each such Aircraft as set forth in the
Prospectus Supplement in "Prospectus Supplement Summary-Secured Promissory
Notes and the Aircraft" under the column "Principal Amount of Series G
Secured Promissory Notes."
PRINCIPAL AMOUNT OF SERIES C EQUIPMENT NOTES (ON AN AIRCRAFT-BY-AIRCRAFT
BASIS): The principal amount of the Series C Equipment Notes issued with
respect to an Aircraft must equal the principal amount of Series C
Equipment Notes indicated for each such Aircraft as set forth in the
Prospectus Supplement in "Prospectus Supplement Summary-Secured Promissory
Notes and the Aircraft" under the column " Principal Amount of Series C
Secured Promissory Notes."
LOAN TO AIRCRAFT VALUE RATIO OF EQUIPMENT NOTES (ON AN AIRCRAFT-BY-AIRCRAFT
BASIS):
Loan to Aircraft Value Ratios on Regular Distribution Dates. The Loan to
Aircraft Value Ratio for the Equipment Notes of each series for each
Aircraft Type (computed (a) after aggregating the principal amount of all
Equipment Notes that rank senior to the series of Equipment Notes for which
the Loan to Aircraft Value is being calculated and (b) as of the date of
the issuance of the Equipment Notes on the basis of the Assumed Appraised
Value of such Aircraft and the Depreciation Assumption) must not exceed, as
of the issuance date of such Equipment Notes and any Regular Distribution
Date after Equipment Notes are issued for that Aircraft Type (assuming no
default in the payment of the Equipment Notes), the percentages set forth
in the following table:
AIRCRAFT TYPE SERIES G EQUIPMENT NOTES SERIES C EQUIPMENT NOTES
------------- ------------------------ ------------------------
Airbus A319-112 46.7% 62.0%
Airbus A320-214 46.6% 62.6%
Airbus A321-211 51.0% 67.1%
INITIAL AVERAGE LIFE OF EQUIPMENT NOTES (ON AN AIRCRAFT-BY-AIRCRAFT BASIS):
Initial Average Life (in years) of the Series G Equipment
Notes on any Aircraft must not be less than 10.0 years and the Average Life
of the Series G Equipment Notes and the Series C Equipment Notes on any
Aircraft will not extend beyond 11.3 years and 13.2 years, respectively
from the Issuance Date.
INTEREST RATE FOR EQUIPMENT NOTES:
The interest rate applicable to each series of Equipment
Notes (the "Debt Rate") must be equal to the rate applicable to the
Certificates issued by the corresponding Trust.
PAST DUE RATE APPLICABLE TO EQUIPMENT NOTES: Not less than Debt Rate plus
1% per annum.
AGGREGATE PRINCIPAL AMOUNT OF EQUIPMENT NOTES:
At the Delivery Period Termination Date, the aggregate
principal amount of all the Equipment Notes of each series will equal the
original aggregate face amount of the Certificates issued by the
corresponding Trust, without giving effect to any scheduled principal
payments on such Equipment Notes but after giving effect to any reductions
to the Pool Balance for such class of Certificates from Deposits for such
Trust not used to purchase such Equipment Notes on or before such date.
PAYMENT DATES APPLICABLE TO EQUIPMENT NOTES:
Payment dates will be March 1 and September 1, commencing on
the first such date to occur after the issuance of each series of Equipment
Notes.
MAKE-WHOLE AMOUNTS APPLICABLE TO EQUIPMENT NOTES:
As provided in Article II of the form of Leased Aircraft
Indentures marked as Exhibit A-3A and A-3B of the Note Purchase Agreement
(each a "Leased Aircraft Indenture Form" and collectively, the "Leased
Aircraft Indenture Forms") and Annex A attached thereto or the form of
Owned Aircraft Indenture marked as Exhibit C-2 of the Note Purchase
Agreement (the "Owned Aircraft Indenture Form," together with the Leased
Aircraft Indenture Forms, the "Trust Indenture Forms") and Annex A attached
thereto.
REDEMPTION AND PURCHASE OF EQUIPMENT NOTES:
As provided in Article II of the applicable Trust Indenture
Form.
PART II:
MANDATORY ECONOMIC TERMS OF THE CERTIFICATES
AVERAGE LIFE (IN YEARS)
As of the Delivery Period Termination Date, the average life
of the Class G Certificates and Class C Certificates must not be more than
10.9 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).
LOAN TO AIRCRAFT VALUE RATIO FOR CERTIFICATES
As of the Delivery Period Termination Date and each Regular
Distribution Date thereafter, the Loan to Aircraft Value for the
Certificates (computed (a) after aggregating the face amount of the class
of Certificates that rank senior to the class of Certificates for which the
Loan to Aircraft Value is being calculated and (b) as of any such date on
the basis of the Assumed Appraised Value of all Aircraft that have been
delivered and the Depreciation Assumption) must not exceed (assuming no
default in the payment of the Equipment Notes and after giving effect to
scheduled payments) 50.5% for the Class G Certificates and 63.6% for the
Class C Certificates.
FINAL EXPECTED DISTRIBUTION DATE
Class G Certificates: March 1, 2019
Class C Certificates: March 1, 2022
PART III:
MANDATORY ECONOMIC TERMS OF LEASE
TERM: The Basic Lease Term for each Lease shall
expire by its terms on or after the latest
maturity date of the related Equipment Notes.
LEASE PERIOD DATES March 1 and September 1
(SOMETIMES REFERRED TO AS
RENT PAYMENT DATES):
MINIMUM PAYMENTS: Each installment of basic rent, together with
any advances or payments by Lessee and any
payments of deferred equity amounts by an
Owner Participant under a Lease and the
related agreements must be sufficient for the
Owner Trustee to pay in full, on the date on
which such installment of basic rent,
advance, other payment or deferred equity is
due, any payments scheduled to be made on
account of principal of, and interest on, the
related Equipment Notes. If an Owner
Participant is required to make a deferred
equity payment to be used by an Owner Trustee
to pay principal of, and interest on, the
Equipment Notes and the Owner Participant
fails to make the payment, Lessee will be
required to provide the Owner Trustee with
funds sufficient to make the payment.
TERMINATION VALUE Termination Values (or other comparable
(SOMETIMES REFERRED TO AS termination amounts), together with all other
STIPULATED LOSS VALUES OR amounts payable by Lessee upon termination of any
TERMINATION AMOUNTS): Lease, and the amount of premium, if any, payable
by the Owner Trustee, must be sufficient to
pay amounts due with respect to the related
Equipment Notes.
ALL-RISK HULL INSURANCE: Not less than Termination Value (or, other
comparable termination amount), 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 11(d)
of the applicable Lease Form.
MINIMUM LIABILITY As set forth in Section 11 of the applicable
INSURANCE AMOUNT: Lease Form.
PAST DUE RATE: Not less than (i) with respect to any portion
of any payment of Rent that may be required
by the Trust Indenture to be paid by the Loan
Trustee to the holders of any outstanding
Equipment Notes, a rate per annum equal to 1%
over the interest rate then in effect for
such Equipment Notes, and (ii) with respect
to the remaining portion of any payment of
Rent (and the entire amount of any payment of
Rent after the satisfaction and discharge of
the applicable Trust Indenture), a rate per
annum equal to 1% over the rate of interest
publicly announced by The Chase Manhattan
Bank, (or other major commercial banking
institutions) in New York, New York from time
to time as its base rate of interest.
PART IV:
MANDATORY ECONOMIC TERMS FOR THE PARTICIPATION AGREEMENT
Loan Trustee, Subordination Agent, Liquidity Provider, the
Policy Provider, Pass Through Trustees and Note Holders shall be
indemnified against Expenses and Taxes in a manner not materially less
favorable to the Loan Trustees, the Subordination Agent, the Liquidity
Provider, the Policy Provider, the Pass Through Trustees and the Note
Holders than that set forth in Section 6 of the form of the Basic
Participation Agreement (the "Basic Participation Agreement Form") marked
as Exhibit A-1A to the Note Purchase Agreement for the Leased Aircraft or
as Exhibit C-1 to the Note Purchase Agreement for the Owned Aircraft, it
being conclusively agreed that the terms of the indemnification provided by
the Lessee in the Special Leased Aircraft Participation Agreement Form
marked as Exhibit A-1B to the Note Purchase Agreement are not materially
less favorable to the Loan Trustees, the Subordination Agent, the Liquidity
Provider, the Policy Provider, the Pass Through Trustees and the Note
Holders than the terms of the indemnification in the Basic Leased Aircraft
Participation Agreement Form.
SCHEDULE VII TO
NOTE PURCHASE AGREEMENT
AGGREGATE AMORTIZATION SCHEDULE
CLASS G TRUST CLASS C TRUST
PROMISSORY NOTES PROMISSORY
SCHEDULED CLASS G TRUST NOTES SCHEDULED CLASS C TRUST
PAYMENTS OF EXPECTED PAYMENT OF EXPECTED
DATE PRINCIPAL POOL FACTOR PRINCIPAL POOL FACTOR
March 1, 2001.............. $ 0.00 1.0000000 $ 0.00 1.0000000
September 1, 2001.......... 4,384,184.26 0.9910734 1,168,382.24 0.9925606
March 1, 2002.............. 11,292,907.79 0.9680799 2,973,974.68 0.9736246
September 1, 2002.......... 9,014,028.20 0.9497264 1,791,285.54 0.9622191
March 1, 2003.............. 14,457,027.99 0.9202905 5,751,609.11 0.9255972
September 1, 2003.......... 5,849,914.46 0.9083794 1,168,382.24 0.9181579
March 1, 2004.............. 16,008,920.99 0.8757837 9,821,844.59 0.8556199
September 1, 2004.......... 4,298,021.46 0.8670325 1,168,382.24 0.8481805
March 1, 2005.............. 16,008,920.99 0.8344367 10,295,004.46 0.7826298
September 1, 2005.......... 4,298,021.46 0.8256855 1,168,382.24 0.7751904
March 1, 2006.............. 20,395,642.20 0.7841579 8,203,450.57 0.7229571
September 1, 2006.......... 4,298,021.46 0.7754067 1,168,382.24 0.7155177
March 1, 2007.............. 23,071,155.22 0.7284316 4,978,681.47 0.6838173
September 1, 2007.......... 4,298,021.46 0.7196804 1,168,382.24 0.6763779
March 1, 2008.............. 23,393,915.79 0.6720480 2,973,974.68 0.6574419
September 1, 2008.......... 4,298,021.46 0.6632968 1,168,382.24 0.6500025
March 1, 2009.............. 22,485,191.46 0.6175147 2,973,974.68 0.6310665
September 1, 2009.......... 4,298,021.46 0.6087635 1,168,382.24 0.6236272
March 1, 2010.............. 18,004,466.85 0.5721046 2,973,974.68 0.6046912
September 1, 2010.......... 4,298,021.46 0.5633534 1,168,382.24 0.5972518
March 1, 2011.............. 18,063,779.26 0.5265737 2,973,974.68 0.5783158
September 1, 2011.......... 4,298,021.46 0.5178225 1,168,382.24 0.5708764
March 1, 2012.............. 18,656,222.92 0.4798366 2,973,974.68 0.5519404
September 1, 2012.......... 4,298,021.46 0.4710854 1,168,382.24 0.5445011
March 1, 2013.............. 21,849,925.26 0.4265968 2,973,974.68 0.5255651
September 1, 2013.......... 4,298,021.46 0.4178456 1,168,382.24 0.5181257
March 1, 2014.............. 21,424,887.60 0.3742224 2,973,974.68 0.4991897
September 1, 2014.......... 4,298,021.46 0.3654711 1,168,382.24 0.4917503
March 1, 2015.............. 21,993,159.43 0.3206909 2,973,974.68 0.4728143
September 1, 2015.......... 4,298,021.46 0.3119397 1,168,382.24 0.4653750
March 1, 2016.............. 31,690,309.32 0.2474150 2,973,974.68 0.4464390
September 1, 2016.......... 5,730,695.28 0.2357468 1,557,842.99 0.4365198
March 1, 2017.............. 27,419,401.06 0.1799181 6,496,139.37 0.3951574
September 1, 2017.......... 5,730,695.28 0.1682499 1,557,842.99 0.3852382
March 1, 2018.............. 19,508,726.98 0.1285281 3,965,299.57 0.3599902
September 1, 2018.......... 5,730,695.28 0.1168599 1,557,842.99 0.3500710
March 1, 2019.............. 57,393,968.57 0.0000000 12,853,799.78 0.2682279
September 1, 2019.......... 0.00 0.0000000 1,557,842.99 0.2583087
March 1, 2020.............. 0.00 0.0000000 9,483,601.28 0.1979244
September 1, 2020.......... 0.00 0.0000000 1,557,842.99 0.1880052
March 1, 2021.............. 0.00 0.0000000 10,229,683.30 0.1228704
September 1, 2021.......... 0.00 0.0000000 1,947,303.74 0.1104715
March 1, 2022.............. 0.00 0.0000000 17,349,984.05 0.0000000
September 1, 2022.......... 0.00 0.0000000 0.00 0.0000000
ANNEX A TO
NOTE PURCHASE AGREEMENT
DEFINITIONS
"Act" means 49 U.S.C.ss.ss.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., as the same may be
amended or otherwise supplemented from time to time.
"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), as the same may be amended or otherwise supplemented from time
to time.
"Aircraft Purchase Agreement Assignment" means a Purchase
Agreement Assignment substantially in the form of Exhibit A-4 for Leased
Aircraft, and Exhibit C-3 for Owned Aircraft, 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.ss.ss.101 et seq.
"Basic Pass Through Trust Agreement" means the Pass Through
Trust Agreement, dated as of October 5, 2000 between the Company and the
Pass Through Trustee, as such agreement may be supplemented, amended or
modified, but does not include any Trust Supplement.
"Business Day" means any day, other than a Saturday, Sunday
or other day on which insurance companies or commercial banks in New York,
New York, or commercial banking institutions in Pittsburgh, Pennsylvania
and in the cities in which the Corporate Trust Office of the Subordination
Agent or any Loan Trustee or the fiscal agent of the Policy Provider or the
office of the Policy Provider are located are authorized or required by law
or executive order to close.
"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 C Certificates" means the Class C Certificates issued
by the US Airways Pass Through Trust, Series 2000-3C.
"Class C Purchase Agreement" has the meaning set forth in
the fourth recital to the Note Purchase Agreement.
"Class C Trust" means the US Airways Pass Through Trust,
Series 2000-3C formed pursuant to the Basic Pass Through Trust Agreement
and Class C Trust Supplement.
"Class C Trust Supplement" means the Trust Supplement No.
2000-3C, dated as of November 2, 2000, between the Company and the Pass
Through Trustee for the Class C Trust, as such supplement may be
supplemented, amended or modified.
"Class G Certificates" means the Class G Certificates issued
by the US Airways Pass Through Trust, Series 2000-3G.
"Class G Trust" means the US Airways Pass Through Trust,
Series 2000-3G formed pursuant to the Basic Pass Through Trust Agreement
and the Class G Trust Supplement.
"Class G Trust Supplement" means the Trust Supplement No.
2000-3G, dated as of November 2, 2000, between the Company and the Pass
Through Trustee for the Class G Trust, as such supplement may be
supplemented, amended or modified.
"Closing Date" means the Business Day on which a closing
occurs under the Financing Agreements.
"Company" means US Airways, Inc., a Delaware corporation and
its successors and permitted assigns.
"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)
July 1, 2001, 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 fourth recital to
the Note Purchase Agreement.
"Deposit Agreement" has the meaning set forth in the fourth
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 determination, 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") were issued, minus the
Non-Premium Amount, and in the case of the Class C Certificates, the Par
Redemption Amount (without duplication), on each remaining Regular
Distribution Date for such Class of Certificates 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 220 basis points in
the case of the Class G Certificates and 270 basis points in the case of
the 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 ABN AMRO Bank N.V., acting through its
Chicago branch.
"Depositary Threshold Rating" means, with respect to the
Depositary or any Replacement Depositary, short-term unsecured rating of
A-1+ from Standard & Poor's and P-1 from Moody's.
"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 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 Certificates.
"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
either Exhibit A-2A (Basic Lease Form) or Exhibit A-2B (Special Lease Form)
to the Note Purchase Agreement.
"Lease Financing Agreements" means, collectively, the Leased
Aircraft Purchase Agreement Assignments, the Leased Aircraft Participation
Agreements, the Leases, the Leased Aircraft Indentures, the Leased Aircraft
French Pledge Agreements, the Equipment Notes issued under a Leased
Aircraft Indenture and each 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 French Pledge Agreement" means a French
Pledge Agreement substantially in the form of Exhibit A-6 to the Note
Purchase Agreement.
"Leased Aircraft Indenture" means a Trust Indenture and
Security Agreement substantially in the form of either Exhibit A-3A or
Exhibit A-3B to the Note Purchase Agreement.
"Leased Aircraft Participation Agreement" means a
Participation Agreement substantially in the form of either Exhibit A-1A or
Exhibit A-1B 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, G.I.E., a "Groupement
d'Interet Economique" established under "Ordonnance" No. 67-821 dated
September 23, 1967, of the Republic of France.
"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.
"Note Purchase Agreement" means the Note Purchase Agreement
to which this Annex A is attached.
"Notice of Purchase Withdrawal" with respect to the 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 Policy Provider Agreement, the
Policy, 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 French Pledge Agreement" means a French
Pledge Agreement substantially in the form of Exhibit C-4 to the Note
Purchase Agreement.
"Owned Aircraft Indenture" means an 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 Purchase Agreement Assignment, the Owned Aircraft Participation
Agreement, the Owned Aircraft Indenture, the Owned Aircraft French Pledge
Agreement and the Equipment Notes issued thereunder relating to the
financing of an Owned Aircraft.
"Owner Participant" means, with respect to any Leased
Aircraft, the Person named as the Owner Participant in the applicable
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
applicable 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 the Company,
$0 and (y) in all other cases $16,000,000.
"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.
"Pass Through Trust Agreement" or Pass Through Trust
Agreements" means each of the two separate Trust Supplements, each dated as
of the Issuance Date, together with the Basic Pass Through Trust Agreement
and by and between the Company and the applicable 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.
"Policy" has the meaning set forth in the tenth recital to
the Note Purchase Agreement.
"Policy Provider Obligations" has the meaning specified in
the Intercreditor Agreement.
"Policy Provider" has the meaning set forth in the tenth
recital to the Note Purchase Agreement.
"Policy Provider Agreement" has the meaning set forth in the
tenth recital to the Note Purchase Agreement.
"Qualified Owner Participant" has the meaning set forth in
Annex A to the Leased Aircraft Participation Agreement.
"Rating Agencies" means, collectively, at any time, each
nationally recognized rating agency that have been requested by the Company
to rate the Certificates and which shall then be rating the Certificates.
The initial Rating Agencies will be Xxxxx'x Investors Service and Standard
& Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc.
"Rating Agency Confirmation" means, with respect to (i) 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 a
Substitute Aircraft or (ii) the length of the period between the delivery
of a New Aircraft and its Scheduled Closing Date, 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 or the length of such period, either of which 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
(without regard to the Policy) or (ii) a withdrawal or suspension of the
rating of any Class of Certificates, in each case, without reference to the
Policy.
"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.
"Registration Agreement" means the Registration Agreement,
dated November 2, 2000, made by the Company, and confirmed and accepted by
AIFS, in respect of the 8.39% Pass Through Certificates, Series 2000-3C, as
such Registration Agreement may be amended, modified and supplemented from
time to time in accordance with the provisions thereof.
"Regular Distribution Dates" shall mean March 1 and
September 1 of each year, commencing March 1, 2001.
"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 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.
"Replacement Depositary" has the meaning set forth in
Section 5(a)(vii) of the Note Purchase Agreement.
"Replacement Deposit Agreement" means, for any Class of
Certificates, a deposit agreement substantially in the form of any Deposit
Agreement to be replaced for any Class of Certificates as shall permit the
Rating Agencies to confirm in writing their respective ratings then in
effect for such Class of Certificates (before the downgrading of such
ratings, if any, as a result of the downgrading of the Depositary and
without regard to the Policy).
"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 and
its successors and permitted assigns.
"Series C Equipment Notes" means Equipment Notes issued
under an Indenture and designated as "Series C" thereunder.
"Series G Equipment Notes" means Equipment Notes issued
under an Indenture and designated as "Series G" 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 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 either Exhibit A-5A or Exhibit A-5B 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 third
recital to the Note Purchase Agreement.
EXHIBIT A-1A
NOTE PURCHASE AGREEMENT
FORM OF BASIC LEASED AIRCRAFT PARTICIPATION AGREEMENT
[FILED SEPARATELY]
EXHIBIT A-1B
NOTE PURCHASE AGREEMENT
FORM OF SPECIAL LEASED AIRCRAFT PARTICIPATION AGREEMENT
[FILED SEPARATELY]
EXHIBIT A-2A TO
NOTE PURCHASE AGREEMENT
FORM OF BASIC LEASE
[FILED SEPARATELY]
EXHIBIT A-2B TO
NOTE PURCHASE AGREEMENT
FORM OF SPECIAL LEASE
[FILED SEPARATELY]
EXHIBIT A-3A TO
NOTE PURCHASE AGREEMENT
FORM OF BASIC LEASED AIRCRAFT INDENTURE
[FILED SEPARATELY]
EXHIBIT A-3B TO
NOTE PURCHASE AGREEMENT
FORM OF SPECIAL LEASED AIRCRAFT INDENTURE
[FILED SEPARATELY]
EXHIBIT A-4 TO
NOTE PURCHASE AGREEMENT
FORM OF LEASED AIRCRAFT PURCHASE AGREEMENT ASSIGNMENT
[FILED SEPARATELY]
EXHIBIT A-5A TO
NOTE PURCHASE AGREEMENT
FORM OF BASIC TRUST AGREEMENT
[FILED SEPARATELY]
EXHIBIT A-5B TO
NOTE PURCHASE AGREEMENT
FORM OF SPECIAL TRUST AGREEMENT
[FILED SEPARATELY]
EXHIBIT A-6 TO
NOTE PURCHASE AGREEMENT
FORM OF LEASED AIRCRAFT FRENCH PLEDGE AGREEMENT
[FILED SEPARATELY]
EXHIBIT B TO
NOTE PURCHASE AGREEMENT
FORM OF CLOSING NOTICE
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 November 2, 2000 among US Airways, Inc. (the "Company"), State Street
Bank and Trust Company of Connecticut, National Association, as Pass
Through Trustee under the Pass Through Trust Agreements (as defined
therein) (the "Pass Through Trustee"), State Street Bank and Trust Company
of Connecticut, National Association, as Subordination Agent (the
"Subordination Agent"), First Security Bank, National Association, as
Escrow Agent (the "Escrow Agent") and State Street Bank and Trust Company
of Connecticut, National Association, 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 Section 2(b) of the Note Purchase Agreement, the
undersigned hereby notifies you, in respect of the Airbus
[A319][A320][A321] 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 for the financing 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 G Trustee shall purchase Series G 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 G 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 A 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 A 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 each 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) re-deposit 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 Trustees,
State Street Bank and Trust Company of Connecticut, National Association,
as Loan 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.
[The Company hereby certifies that the Owner Participant
with respect to the Aircraft is not an Affiliate of the Company and is (A)
a Qualified Owner Participant or (B) a Person the obligations of which
under the Financing Agreements are guaranteed by a Qualified Owner
Participant.]1
Yours faithfully,
US Airways, Inc.
By:_______________________
Name:
Title:
SCHEDULE A
State Street Bank and Trust Company
of Connecticut, National Association, as
Pass Through Trustee, Subordination
Agent and Paying Agent
000 Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Corporate Trust Administration
Facsimile: (000) 000-0000
with a copy to:
State Street Bank and Trust Company
0 Xxxxxx xx Xxxxxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Attention: Corporate Trust Department
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 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx
Facsimile: (000) 000-0000
Xxxxx'x Investors Service
00 Xxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
Facsimile: (000) 000-0000
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
Attention: Insured Portfolio
Management, Structured Finance
Facsimile: (000) 000-0000
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
(Class G), dated as of November 2, 2000 (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 COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not
in its individual capacity by solely as
Pass Through Trustee
By:_____________________________________
Name:
Title:
Dated as of __________
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
(Class C), dated as of November 2, 2000 (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 COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not
in its individual capacity by solely as
Pass Through Trustee
By:____________________________________
Name:
Title:
Dated as of __________
Exhibit A
NOTICE OF PURCHASE WITHDRAWAL
ABN AMRO BANK N.V.
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxxxxxx
Telecopier: (000) 000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class G) dated as of
November 2, 2000 (the "Deposit Agreement") between First Security Bank,
National Association, as Escrow Agent, and ABN AMRO Bank N.V., acting
through its Chicago 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 [a portion
of]1the proceeds of the Deposit [in an amount equal to $_____]1 to
_______________, Account No. __________, Reference: __________ on
_______________, _____, [and to re-deposit the remaining proceeds of the
Deposit with the Depositary as a new deposit pursuant to Section 2.4 of the
Deposit Agreement, in each case](1) upon the telephonic request of a
representative of the Pass Through Trustee.
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Escrow Agent
By_______________________________________
Name:
Title:
Dated:___________, ____
--------
1 Use bracketed language if entire Deposit will not be used to purchase
Equipment Notes.
Exhibit A
NOTICE OF PURCHASE WITHDRAWAL
ABN AMRO BANK N.V.
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxx Xxxxxxxx
Telecopier: (000) 000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class C) dated as of
November 2, 2000 (the "Deposit Agreement") between First Security Bank,
National Association, as Escrow Agent, and ABN AMRO Bank N.V., acting
through its Chicago 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 [a portion
of]2the proceeds of the Deposit [in an amount equal to $_____]1 to
_______________, Account No. __________, Reference: __________ on
_______________, _____, [and to re-deposit the remaining proceeds of the
Deposit with the Depositary as a new deposit pursuant to Section 2.4 of the
Deposit Agreement, in each case](1) upon the telephonic request of a
representative of the Pass Through Trustee.
FIRST SECURITY BANK, NATIONAL
ASSOCIATION,
as Escrow Agent
By__________________________________
Name:
Title:
Dated:___________, ____
--------
2 Use bracketed language if entire Deposit will not be used to purchase
Equipment Notes.
EXHIBIT C-1 TO
NOTE PURCHASE AGREEMENT
FORM OF OWNED AIRCRAFT PARTICIPATION AGREEMENT
[FILED SEPARATELY]
EXHIBIT C-2 TO
NOTE PURCHASE AGREEMENT
FORM OF OWNED AIRCRAFT INDENTURE
[FILED SEPARATELY]
EXHIBIT C-3 TO
NOTE PURCHASE AGREEMENT
FORM OF OWNED AIRCRAFT PURCHASE AGREEMENT ASSIGNMENT
[FILED SEPARATELY]
EXHIBIT C-4 TO
NOTE PURCHASE AGREEMENT
FORM OF OWNED AIRCRAFT FRENCH PLEDGE AGREEMENT
[FILED SEPARATELY]
