Common use of Refinancing Generally Clause in Contracts

Refinancing Generally. 69 (b) Limitation on Redemption . . . . . . . . . . . 72 ANNEXES ANNEX A - Definitions SCHEDULES SCHEDULE I - Names and Addresses SCHEDULE II - Commitments SCHEDULE III - Pass Through Trust Agreement and Pass Through Trust Supplements EXHIBITS Exhibit A - Schedule of Countries Authorized for Reregistration Exhibit B-1 - Form of Opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ (Illinois), special counsel for Lessee Exhibit B-2 - Form of Opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, special counsel for Lessee Exhibit B-3 - Form of Opinion of Lessee's Legal Department Exhibit C-1 - Form of Opinion of , special counsel for the Manufacturer and the Seller Exhibit C-2 - Form of Opinion of Manufacturer's Legal Department Exhibit D - Form of Opinion of Ray, Q▇▇▇▇▇▇ & N▇▇▇▇▇▇, special counsel for the Owner Trustee Exhibit E-1 - Form of Opinion of ______________, special counsel for the Owner Participant Exhibit E-2 - Form of Opinion of Owner Participant's in-house counsel Exhibit F - Form of Opinion of C▇▇▇▇ & D▇▇▇▇▇▇, P.C., special FAA Counsel Exhibit G - Form of Opinion of B▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Indenture Trustee Exhibit H - Form of Opinion of B▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Pass Through Trustee Exhibit I - Form of Opinion of B▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Subordination Agent PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N7__UW) THIS PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N7__UW) dated as of _______ ___, 199_ (as amended, supplemented or otherwise modified from time to time, this "Agreement") among (i) US AIRWAYS, INC., a Delaware corporation (together with its successors and permitted assigns, the "Lessee", (ii) [_______________], a ______________ (together with its successors and permitted assigns, the "Owner Participant"), (iii) STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as pass through trustee under each of three separate Pass Through Trust Agreements (in such capacity, together with its successors and permitted assigns, the "Pass Through Trustee"), subordination agent and trustee under the Intercreditor Agreement (in such capacity, together with its successors and permitted assigns, the "Subordination Agent"), and Indenture Trustee under the Trust Indenture (in such capacity, together with any successor indenture trustee, the "Indenture Trustee"), and (iv) FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as expressly provided herein, but solely as Owner Trustee under the Trust Agreement (herein, in such latter capacity, together with any successor owner trustee, called the "Owner Trustee");

Refinancing Generally. 69 75 (b) Limitation on Redemption . . . . . . . . . . . 72 Redemption..........................................78 ANNEXES ANNEX A - Definitions [ANNEX B - Like Kind Exchange Documents](1) -------- (1) To be included in like-kind exchange transactions. SCHEDULES SCHEDULE I - Names and Addresses SCHEDULE II - Commitments SCHEDULE III - Pass Through Trust Agreement and Pass Through Trust Supplements EXHIBITS Exhibit A - Schedule of Countries Authorized for Reregistration Exhibit B-1 - Form of Opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇▇ & F▇▇▇▇ (Illinois), special counsel for Lessee Exhibit B-2 - Form of Opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, special counsel for Lessee Exhibit B-3 B - Form of Opinion of Lessee's Legal Department Exhibit C-1 C - Form of Opinion of , special counsel for the ▇▇▇▇▇▇▇▇ Chance Regarding Manufacturer and the Seller Exhibit C-2 - Form of Opinion of Manufacturer's Legal Department Documents Exhibit D - Form of Opinion of Ray, Q▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇, special counsel for the Owner Trustee Exhibit E-1 - Form of Opinion of ______________Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel for the Owner Participant Exhibit E-2 - Form of Opinion of Owner Participant's in-house counsel Exhibit F - Form of Opinion of C▇▇▇▇▇ & D▇▇▇▇▇▇▇, P.C., special FAA Counsel Exhibit G - Form of Opinion of B▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Indenture Trustee Exhibit H - Form of Opinion of B▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Pass Through Trustee Exhibit I - Form of Opinion of B▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Subordination Agent PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N7__UWN___U_) THIS PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N7__UWN___U_) dated as of _______ ___, 199_ [-] (as amended, supplemented or otherwise modified from time to time, this "Agreement") among (i) US AIRWAYS, INC., a Delaware corporation (together with its successors and permitted assigns, the "Lessee"), (ii) [_______________-], a ______________ [-] corporation (together with its successors and permitted assigns, the "Owner Participant"), (iii) STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Massachusetts trust companynational banking association, not in its individual capacity except as otherwise provided herein, but solely as pass through trustee under each of three two separate Pass Through Trust Agreements (in such capacity, together with its successors and permitted assigns, the "Pass Through Trustee"), subordination agent and trustee under the Intercreditor Agreement (in such capacity, together with its successors and permitted assigns, the "Subordination Agent"), and Indenture Trustee under the Trust Indenture (in such capacity, together with any successor indenture trustee, the "Indenture Trustee"), ) and (iv) FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as expressly provided herein, but solely as Owner Trustee under the Trust Agreement (herein, in such latter capacity, together with any successor owner trustee, called the "Owner Trustee");

Refinancing Generally. 69 75 (b) Limitation on Redemption . . . . . . . . . . . 72 Redemption......................................78 ANNEXES ANNEX A - Definitions [ANNEX B - Like Kind Exchange Documents](1) SCHEDULES SCHEDULE I - Names and Addresses SCHEDULE II - Commitments SCHEDULE III - Pass Through Trust Agreement and Pass Through Trust Supplements EXHIBITS Exhibit A - Schedule of Countries Authorized for Reregistration Exhibit B-1 - Form of Opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇▇ & F▇▇▇▇ (Illinois), special counsel for Lessee Exhibit B-2 - Form of Opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, special counsel for Lessee Exhibit B-3 B - Form of Opinion of Lessee's Legal Department Exhibit C-1 C - Form of Opinion of , special counsel for the ▇▇▇▇▇▇▇▇ Chance Regarding Manufacturer and the Seller Exhibit C-2 - Form of Opinion of Manufacturer's Legal Department Documents Exhibit D - Form of Opinion of Ray, Q▇▇▇▇▇▇▇ & N▇▇▇▇▇▇▇, special counsel for the Owner Trustee Exhibit E-1 - Form of Opinion of ______________, special counsel for the Owner Participant Exhibit E-2 - Form of Opinion of Owner Participant's in-house counsel Exhibit F - Form of Opinion of C▇▇▇▇▇ & D▇▇▇▇▇▇▇, P.C., special FAA Counsel Exhibit G - Form of Opinion of B▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Indenture Trustee Exhibit H - Form of Opinion of B▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Pass Through Trustee Exhibit I - Form of Opinion of B▇▇▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Subordination Agent PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N7__UWN___U_) THIS PARTICIPATION AGREEMENT (US Airways, Inc. Trust No. N7__UWN___U_) dated as of _______ ___, 199_ [-] (as amended, supplemented or otherwise modified from time to time, this "Agreement") among (i) US AIRWAYS, INC., a Delaware corporation (together with its successors and permitted assigns, the "Lessee"), (ii) [_______________], a ____________________, a __________ corporation (together with its successors and permitted assigns, the "Owner Participant"), (iii) STATE STREET BANK AND TRUST COMPANYCOMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a Massachusetts trust companynational banking association, not in its individual capacity except as otherwise provided herein, but solely as pass through trustee under each of three separate the Pass Through Trust Agreements Agreement with respect to two separate pass through trusts (in such capacity, together with its successors and permitted assigns, the "Pass Through Trustee"), subordination agent and trustee under the Intercreditor Agreement (in such capacity, together with its successors and permitted assigns, the "Subordination Agent"), and Indenture Trustee under the Trust Indenture (in such capacity, together with any successor indenture trustee, the "Indenture Trustee"), ) and (iv) FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as expressly provided herein, but solely as Owner Trustee under the Trust Agreement (herein, in such latter capacity, together with any successor owner trustee, called the "Owner Trustee");