ESCROW AND PAYING AGENT AGREEMENT (Class C) Dated as of May 14, 2012 among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Escrow Agent MORGAN STANLEY & CO. LLC, CITIGROUP GLOBAL MARKETS INC. and GOLDMAN, SACHS & CO. as representatives of the...Escrow and Paying Agent Agreement • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled • New York
ESCROW AND PAYING AGENT AGREEMENT (Class C) dated as of May 14, 2012, (as amended, modified or supplemented from time to time, this “Agreement”) among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); MORGAN STANLEY & CO. LLC, CITIGROUP GLOBAL MARKETS INC. and GOLDMAN, SACHS & CO. as representatives of the several Underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, 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 referred to below; and WILMINGTON TRUST COMPANY,
REVOLVING CREDIT AGREEMENT (2012-1A) dated as of May 14, 2012 between WILMINGTON TRUST COMPANY, as Subordination Agent, as Agent and Trustee for the US Airways Pass Through Trust 2012-1A, as Borrower and NATIXIS S.A., ACTING THROUGH ITS NEW YORK...Revolving Credit Agreement • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled • New York
THIS REVOLVING CREDIT AGREEMENT (2012-1A) dated as of May 14, 2012 (the “Agreement”), between WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class A Trust (as defined below) (the “Borrower”), and NATIXIS S.A., a société anonyme, organized under the laws of the Republic of France, acting through its New York Branch (the “Liquidity Provider”).
TRUST SUPPLEMENT No. 2012-1C-O Dated as of May 14, 2012 between WILMINGTON TRUST COMPANY as Trustee, and US AIRWAYS, INC. to PASS THROUGH TRUST AGREEMENT Dated as of December 21, 2010 US Airways Pass Through Trust 2012-1C-O 9.125% US Airways Pass...Trust Supplement • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled • New York
DEPOSIT AGREEMENT (Class C) Dated as of May 14, 2012 between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent and NATIXIS S.A., ACTING THROUGH ITS NEW YORK BRANCH as DepositaryDeposit Agreement • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled • New York
DEPOSIT AGREEMENT (Class C) dated as of May 14, 2012 (as amended, modified or supplemented from time to time, this “Agreement”) between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the “Escrow Agent”), and NATIXIS S.A., acting through its New York Branch, a société anonyme organized and existing under the laws of France and licensed under the laws of the State of New York, as depositary bank (the “Depositary”).
INTERCREDITOR AGREEMENT Dated as of May 14, 2012 AMONG WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee under the US Airways Pass Through Trust 2012-1A and US Airways Pass Through Trust 2012-1B NATIXIS S.A., ACTING...Intercreditor Agreement • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of May 14, 2012, among WILMINGTON TRUST COMPANY, a Delaware banking corporation (“WTC”), not in its individual capacity but solely as Trustee of each Trust (each as defined below); NATIXIS S.A., a société anonyme, organized under the laws of the Republic of France, acting through its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider; and WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the “Subordination Agent”).
TRUST INDENTURE AND SECURITY AGREEMENT [ ] Dated as of [ ], 20[ ] Among US AIRWAYS, INC., Owner WILMINGTON TRUST, NATIONAL ASSOCIATION, Securities Intermediary and WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly stated...Trust Indenture and Security Agreement • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled
TRUST INDENTURE AND SECURITY AGREEMENT [ ], dated as of [ ], 20[ ] (this “Trust Indenture”), between US AIRWAYS, INC., a Delaware corporation (“Owner”), WILMINGTON TRUST, NATIONAL ASSOCIATION, a national association, as Securities Intermediary hereunder (together with its successors hereunder, the “Securities Intermediary”), and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity, except as expressly stated herein, but solely as Indenture Trustee hereunder (together with its successors hereunder, the “Indenture Trustee”).
TRUST SUPPLEMENT No. 2012-1C-S Dated as of May 14, 2012 between WILMINGTON TRUST COMPANY as Trustee, and US AIRWAYS, INC. to PASS THROUGH TRUST AGREEMENT Dated as of December 21, 2010 US Airways Pass Through Trust 2012-1C-S Pass Through Certificates,...Trust Supplement • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled • New York
This Trust Supplement No. 2012-1C-S, dated as of May 14, 2012 (herein called the “Trust Supplement”), between US Airways, Inc., a Delaware corporation (the “Company”), and Wilmington Trust Company (the “Trustee”), to the Pass Through Trust Agreement, dated as of December 21, 2010, between the Company and the Trustee (the “Basic Agreement”).
TRUST SUPPLEMENT No. 2012-1A-S Dated as of May 14, 2012 between WILMINGTON TRUST COMPANY as Trustee, and US AIRWAYS, INC. to PASS THROUGH TRUST AGREEMENT Dated as of December 21, 2010 US Airways Pass Through Trust 2012-1A-S Pass Through Certificates,...Trust Supplement • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled • New York
This Trust Supplement No. 2012-1A-S, dated as of May 14, 2012 (herein called the “Trust Supplement”), between US Airways, Inc., a Delaware corporation (the “Company”), and Wilmington Trust Company (the “Trustee”), to the Pass Through Trust Agreement, dated as of December 21, 2010, between the Company and the Trustee (the “Basic Agreement”).
PARTICIPATION AGREEMENT [ ] Dated as of [ ], 201[ ] Among US AIRWAYS, INC., Owner, and WILMINGTON TRUST COMPANY, Not in its individual capacity except as expressly provided herein, but solely as Indenture Trustee, Subordination Agent under the...Participation Agreement • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled
PARTICIPATION AGREEMENT [ ], dated as of [ ], 201[ ] (this “Agreement”), among (a) US AIRWAYS, INC., a Delaware corporation (“Owner”), (b) WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity, except as expressly provided herein, but solely as Indenture Trustee (in its capacity as Indenture Trustee, “Indenture Trustee” and in its individual capacity, “WTC”), (c) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee under each of the Applicable Pass Through Trust Agreements (each, an “Applicable Pass Through Trustee”) and (d) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent under the Intercreditor Agreement (“Subordination Agent”).
GUARANTEE dated as of May 14, 2012 from US AIRWAYS GROUP, INC. Ten (10) Airbus A321-231 and Four (4) Airbus A321-211 AircraftGuarantee • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled • New York
GUARANTEE, dated as of May 14, 2012 (as amended, modified or supplemented from time to time, this “Guarantee”), from US AIRWAYS GROUP, INC., a Delaware corporation (together with its permitted successors and assigns, the “Guarantor”), to the parties listed in Schedule I hereto (collectively, together with their successors and permitted assigns, the “Parties”, and, individually, a “Party”).
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (2012-1)Intercreditor Agreement • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (2012-1) dated as of May 14, 2012 (this “Amendment No. 1”) is made by and among WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity but solely as Trustee (the “Class A Trustee”) under the US Airways Pass Through Trust 2012-1A (the “Class A Trust”), Trustee (the “Class B Trustee”) under the US Airways Pass Through Trust 2012-1B (the “Class B Trust”) and Trustee (the “Class C Trustee”) under the US Airways Pass Through Trust 2012-1C (the “Class C Trust”), NATIXIS S.A., a société anonyme, organized under the laws of the Republic of France, acting through its New York Branch, as Class A Liquidity Provider and as Class B Liquidity Provider (the “Liquidity Provider”), WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein but solely as Subordination Agent and Trustee and US AIRWAYS, INC., a Delaware corporation (“US Airways”).
NOTE PURCHASE AGREEMENT Dated as of May 14, 2012 Among US AIRWAYS, INC., WILMINGTON TRUST COMPANY, as Pass Through Trustee under each of the Pass Through Trust Agreements WILMINGTON TRUST COMPANY, as Subordination Agent WELLS FARGO BANK NORTHWEST,...Note Purchase Agreement • May 16th, 2012 • Us Airways Inc • Air transportation, scheduled • New York
This NOTE PURCHASE AGREEMENT, dated as of May 14, 2012, among (i) US AIRWAYS, INC., a Delaware corporation (the “Company”), (ii) WILMINGTON TRUST COMPANY (“WTC”), a Delaware trust company, 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 each of the three separate Pass Through Trust Agreements (as defined below), (iii) WILMINGTON TRUST COMPANY, a Delaware trust company, 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) WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity together with its successors in such capacity, the “Escrow Agent”), under each of the Escrow and Paying Agent Agreements (as defined below) and (v) WILMINGTON TRUST COMPANY, a
