French Pledge Agreement
N___U_
Exhibit C-4 to Note Purchase Agreement
(FORM OF OWNED AIRCRAFT FRENCH PLEDGE AGREEMENT)
THIS AGREEMENT HAS BEEN PREPARED BASED UPON THE ASSUMPTION THAT BOTH SERIES
G AND SERIES C EQUIPMENT NOTES WILL BE ISSUED. IF SERIES C EQUIPMENT NOTES
ARE NOT ISSUED ON A PARTICULAR CLOSING DATE, THIS AGREEMENT SHALL BE
MODIFIED TO REMOVE REFERENCES TO SERIES C EQUIPMENT NOTES AND TO MAKE OTHER
RELATED CHANGES.
FRENCH PLEDGE AGREEMENT (N___U_)
THIS PLEDGE is made on this ___ day of _______, ____ (this "Pledge")
BETWEEN:
(1) US Airways, Inc., a Delaware corporation having its principal
place of business at 0000 Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx
00000 X.X.X. (together with its successors and permitted
assigns, hereinafter referred to as the "Pledgor"); and
(2) State Street Bank and Trust Company of Connecticut, National
Association, a national banking association having its
principal place of business at 000 Xxxxxx Xxxxxx, Xxxxxxx
Square, Hartford, Connecticut 06103 U.S.A., acting not in its
individual capacity but solely as Indenture Trustee under the
Indenture (as hereinafter defined) (together with its
successors and assigns, hereinafter referred to as the
"Pledgee").
RECITALS
(A) Pursuant to the terms of the Indenture, the Pledgor has, inter
alia, assigned to the Pledgee by way of collateral security certain of its
right, interest, claims and demands in and to the Purchase Agreement (as
defined in the Indenture).
(B) The Pledgor and the Pledgee wish to create a pledge under
French law of the right, interest, claims and demands of the Pledgor in and
to the Purchase Agreement.
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. DEFINITIONS
Capitalized terms used herein without definition have the
respective meanings ascribed to them in the Indenture (whether set out
therein or incorporated by reference).
"Indenture" means the Indenture and Security Agreement, dated as of
_____________ ____, _____ and made between the Pledgor and the
Pledgee.
2. PLEDGE
(a) In order to assure the due performance by the Pledgor of the
Secured Obligations and in order to secure the payment of all amounts due
and owing by the Pledgor in connection therewith (whether of principal,
interest or other amounts), the Pledgor hereby grants and pledges to the
Pledgee, all of the Pledgor's right, title and interest in and to (i) all
of the Pledgor's right, title and interest in and to (x) the Xxxx of Sale,
(y) Clauses 12, 13 and 17 of the Purchase Agreement (the "Pledged Rights")
and (z) the Consent and Guaranty (insofar as such Consent and Guaranty
relates to the Pledged Rights), as and to the extent that the same relates
to the Aircraft, except to the extent reserved below, including, without
limitation, in such pledge to Pledgee (A) all claims for damages in respect
of such Aircraft arising as a result of any default by AVSA under Clause
12, 13 or 17 of the Purchase Agreement, including, without limitation, all
warranty, service life policy and indemnity provisions contained in Clause
12 of the Purchase Agreement in respect of the Aircraft and all claims
thereunder and under the Consent and Guaranty in respect of the Aircraft
and (B) any and all rights of Pledgor to compel performance of the terms of
Clause 12, 13 and 17 of the Purchase Agreement and the Consent and Guaranty
in respect of the Aircraft; reserving to the Pledgor, however, all
Pledgor's rights and interests in and to Clauses 12, 13 and 17 of the
Purchase Agreement and the Consent and Guaranty as and to the extent that
Clause 12, 13 or 17 of the Purchase Agreement and the Consent and Guaranty
relate to aircraft other than the Aircraft and to the extent that the
Purchase Agreement and the Consent and Guaranty relate to any other matters
not directly pertaining to the Aircraft.
(b) If and so long as there shall not exist and be continuing an
Event of Default and, if an Event of Default is continuing, so long as
Pledgor remains in possession of the Aircraft, Pledgee hereby authorizes
Pledgor, to the exclusion of Pledgee, to exercise in Pledgor's name all
rights and powers related to the Pledged Rights and to retain any recovery
or benefit resulting from the enforcement of any of the Pledged Rights in
respect of the Aircraft, except that Pledgor may not enter into any change
order or other amendment, modification or supplement to the Purchase
Agreement without the written consent or countersignature of Pledgee if
such change order, amendment, modification or supplement would result in
any rescission, cancellation or termination of the Pledged Rights in
respect of the Aircraft or in any way limit the rights pledged hereunder.
(c) Subject to the terms hereof, Pledgee accepts the pledge
contained in this Clause 2.
(d) It is understood that this Pledge is granted as security for
the payment of:
(i) the principal amount of US$__________ payable with respect to
the Equipment Notes issued pursuant to the Indenture;
(ii) interest on the outstanding amounts at the rate of ____% with
respect to the Equipment Note;
(iii) all other amounts payable by the Pledgor to the Pledgee
under the Operative Documents; and
(iv) any expenses incurred in the enforcement of the payment
obligations and recovery of the sums payable under the
Operative Documents.
3. NOTIFICATION
The Pledgor shall, in accordance with Article 2075 of the French
Civil Code, register a French translation of this Pledge with the relevant
French tax authorities ("recette des impOts") and shall give notice thereof
by huissier to AVSA, S.A.R.L. and Airbus Industrie G.I.E..
4. GOVERNING LAW
The Pledge is of a commercial nature and shall be governed by and
construed in accordance with the laws of France.
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IN WITNESS WHEREOF, the parties hereto have caused this Pledge to
be duly executed as of the day and year first above written.
US AIRWAYS, INC.
By: __________________________________
Name:
Title:
` STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, not in its individual
capacity but solely as Indenture Trustee
By: ___________________________________
Name:
Title:
