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