EXHIBIT 4.3
AIRBUS INDUSTRIE FINANCIAL SERVICES
8.39% Pass Through Certificates, Series 2000-3, Class C
AMENDMENT NO. 1 TO
REGISTRATION AGREEMENT
July 20, 2001
US AIRWAYS, INC.
0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Dear Sirs:
Reference is made to the Registration Agreement dated as
of November 2, 2000 (the "Registration Agreement"), by and between US
Airways, Inc., a Delaware corporation ("US Airways" or the "Issuer") and
Airbus Industrie Financial Services, a corporation organized under the laws
of Ireland (the "Purchaser"), and agreed to by 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"). Capitalized terms used but not specifically defined
herein are defined in the Registration Agreement and, if not defined
therein, in the Purchase Agreement dated as of October 26, 2000 by and
between US Airways and the Purchaser pursuant to which US Airways issued
and sold its 8.39% Class C Pass Through Certificates, Series 2000-3 to the
Purchaser. The parties to the Registration Agreement hereby agree as
follows:
1. The second sentence of Paragraph 1 of Section 1 of the
Registration Agreement shall be amended and restated as follows:
"The Purchaser may exercise the Demand Right on two
occasions, with both exercises of the Demand Right to be
prior to November 2, 2002."
2. Paragraph (a) of Section 5 of the Registration
Agreement shall be amended and restated as follows:
"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; provided further,
however, that in connection with the Purchaser's second
exercise of its Demand Right, if any, the Purchaser shall
bear the reasonable fees and disbursements of counsel
(other than the fees and disbursements of internal
counsel) for the Issuer incident to the performance of or
compliance by US Airways with the Registration
Agreement."
3. Upon the effectiveness of this amendment, all
references in the Registration Agreement and all other agreements,
documents, certificates, exhibits and instruments executed pursuant
thereto, to the Registration Agreement including, without limitation,
references to "this Agreement," "hereunder," "hereof," "herein" and words
of like import contained in the Registration Agreement shall, except where
the context otherwise requires, mean and be a reference to the Registration
Agreement as amended hereby.
4. Except as expressly amended hereby, all of the
provisions of the registration Agreement shall remain unaltered and in full
force and effect and, as amended hereby, the Registration Agreement is in
all respects agreed to, ratified and confirmed by the parties hereto.
5. This amendment 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.
6. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK.
7. 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.
Please confirm that the foregoing correctly sets forth
the agreement between US Airways and the Purchaser.
Very truly yours,
AIRBUS INDUSTRIE FINANCIAL SERVICES
By: /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Managing Director
CONFIRMED AND ACCEPTED as of the date first above written:
US AIRWAYS, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
-----------------------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Vice President and Treasurer
(counterpart signature page for Amendment No. 1 to 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
