S-3ASR

As filed with the Securities and Exchange Commission on October 4, 2006

Registration No. 333-      

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMERICA WEST AIRLINES, INC. US AIRWAYS GROUP, INC. US AIRWAYS, INC.

(Exact name of registrant as specified in its charter)

Delaware	Delaware	Delaware
	(State or other jurisdiction of incorporation or organization)
86-0418245	54-1194634	53-0218143
	(I.R.S. Employer Identification No.)
4000 East Sky Harbor Blvd. Phoenix, Arizona 85034 (480) 693-0800	111 West Rio Salado Parkway Tempe, Arizona 85281 (480) 693-0800	111 West Rio Salado Parkway Tempe, Arizona 85281 (480) 693-0800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Janet L. Dhillon, Esq.

Senior Vice President and General Counsel

US Airways Group, Inc.

111 West Rio Salado Parkway

Tempe, Arizona 85281

(480) 693-0800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With A Copy To:

Thomas Wardell, Esq.

Stacy S. Ingram, Esq.

McKenna Long & Aldridge LLP

303 Peachtree Street, N.E., Suite 5300

Atlanta, Georgia 30308

(404) 527-4000

Approximate date of commencement of proposed sale to the public:  From time to time after the Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”) other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  þ

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  o

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum	Amount of
Title of Each Class of	Amount to be	Offering	Aggregate	Registration
Securities to be Registered	Registered	Price per Unit	Offering Price	Fee (1)
Common Stock of US Airways Group, Inc., par value $0.01 per share
Stock Purchase Contracts of US Airways Group, Inc.(2)
Stock Purchase Units of US Airways Group, Inc.(2)
Warrants of US Airways Group, Inc.(3)
Debt Securities of US Airways Group, Inc.
Guarantees of America West Airlines, Inc.(4)
Guarantees of US Airways, Inc.(5)
Debt Securities of America West Airlines, Inc.
Debt Securities of US Airways, Inc.
Pass Through Certificates of America West Airlines, Inc.
Pass Through Certificates of US Airways, Inc.
Guarantees of US Airways Group, Inc.(6)
Total(1)				$0

(1)	An unspecified aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be sold at unspecified prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units. The securities registered also include such unspecified amounts and numbers of common stock, warrants and debt securities as may be issued upon conversion of or exchange for warrants or debt securities that provide for conversion or exchange, or pursuant to the anti-dilution provisions of any such warrants or debt securities. Pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The registrants are relying on Rule 456(b) and Rule 457(r) under the Securities Act to defer payment of all of the registration fee, except for $63,350 that has already been paid with respect to securities that were previously registered under the registration statement of America West Airlines, Inc. on Form S-3 filed on March 10, 2004 (No. 333-113471) and were not sold thereunder. Pursuant to Rule 457(p) under the Securities Act, such unutilized registration fee may be applied to the registration fee payable pursuant to this registration statement.
(2)	Each stock purchase unit consists of (i) a stock purchase contract, under which the holder, upon settlement, shall purchase from us or sell to us an indeterminate number of shares of common stock and (ii) any combination of debt securities, common stock, other stock purchase contracts and debt obligations of third parties, including U.S. Treasury securities.
(3)	Includes warrants of US Airways Group, Inc. (“US Airways Group”) to purchase common stock or debt securities of one or more series.
(4)	America West Airlines, Inc. (“AWA”) may guarantee the obligations of US Airways Group with respect to one or more of the debt securities of US Airways Group registered hereunder. No additional consideration will be received for the guarantees and, pursuant to Rule 457(n), no additional fee is required.
(5)	US Airways, Inc. (“US Airways”) may guarantee the obligations of US Airways Group with respect to one or more of the debt securities of US Airways Group registered hereunder. No additional consideration will be received for the guarantees and, pursuant to Rule 457(n), no additional fee is required.
(6)	US Airways Group may guarantee the obligations of AWA and US Airways with respect to one or more of the debt securities of AWA or US Airways registered hereunder. No additional consideration will be received for the guarantees and, pursuant to Rule 457(n), no additional fee is required.

EXPLANATORY NOTE

This registration statement contains five separate prospectuses:

•  The first prospectus relates to offerings by US Airways Group of its common stock, par value $0.01 per share, stock purchase contracts, stock purchase units, warrants and debt securities and any related guarantees by AWA and US Airways;

•  The second prospectus relates to offerings by AWA of its debt securities and any related guarantees by US Airways Group or US Airways;

•  The third prospectus relates to offerings by US Airways of its debt securities and any related guarantees by US Airways Group or AWA;

•  The fourth prospectus relates to offerings by AWA of pass through certificates and any related guarantees by US Airways Group; and

•  The fifth prospectus relates to offerings by US Airways of pass through certificates and any related guarantees by US Airways Group.

PROSPECTUS

US AIRWAYS GROUP, INC.

Common Stock

Debt Securities

Warrants

Stock Purchase Contracts

Stock Purchase Units

From time to time, we may offer the securities described in this prospectus separately or together in any combination, in one or more classes or series, in amounts, at prices and on terms that we will determine at the time of the offering.

We will provide specific terms of these offerings and securities in supplements to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.

Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “LCC.”

Investing in our securities involves risks. You should carefully consider the information in the section entitled “Risk Factors” contained in our periodic reports filed with the Securities and Exchange Commission and incorporated by reference into this prospectus before you invest in any of our securities.

We may offer and sell the securities directly, through agents we select from time to time or to or through underwriters or dealers we select. If we use any agents, underwriters or dealers to sell the securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of those securities and the net proceeds we expect to receive from that sale will also be set forth in a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 4, 2006

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	2
WHERE YOU CAN FIND MORE INFORMATION	3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
OUR COMPANY	5
RATIO OF EARNINGS TO FIXED CHARGES	6
USE OF PROCEEDS	6
DESCRIPTION OF CAPITAL STOCK	7
DESCRIPTION OF DEBT SECURITIES	12
DESCRIPTION OF WARRANTS	17
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS	21
LEGAL OWNERSHIP OF SECURITIES	21
PLAN OF DISTRIBUTION	24
LEGAL MATTERS	27
EXPERTS	27
Exhibit 4.7
Exhibit 4.8
Exhibit 4.9
Exhibit 4.18
Exhibit 4.20
Exhibit 5.1
Exhibit 12.1
Exhibit 12.2
Exhibit 12.3
Exhibit 23.1
Exhibit 25.1
Exhibit 25.2
Exhibit 25.3
Exhibit 25.4
Exhibit 25.5

Important Notice About the Information Presented In This Prospectus

You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should assume that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition and results of operations may have changed since then.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we are registering an unspecified amount of each class of the securities described in this prospectus, and we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the prospectus supplement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information.”

The prospectus supplement will describe: the terms of the securities offered, any initial public offering price, the price paid to us for the securities, the net proceeds to us, the manner of distribution and any underwriting compensation, and the other specific material terms related to the offering of these securities. The prospectus supplement may also contain information, where applicable, about material United States federal income tax considerations relating to the securities. For more detail on the terms of the securities, you should read the exhibits filed with or incorporated by reference in our registration statement of which this prospectus forms a part.

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This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

Because we are a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, we may add to and offer additional securities, including secondary securities, by filing a prospectus supplement with the SEC at the time of the offer.

Throughout this prospectus references to “US Airways Group,” the “Company,” “we,” “us” and “our” refer to US Airways Group, Inc., including its consolidated subsidiaries, following effectiveness of the merger with America West Holdings Corporation, and references to “America West Holdings” refer to America West Holdings Corporation, unless otherwise specified or the context otherwise requires. References to “AWA” refer to America West Airlines, Inc. and references to “US Airways” refer to US Airways, Inc.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is a part of a registration statement on Form S-3 that we are filing with the SEC, but the registration statement includes additional information and also attaches exhibits that are referenced in this prospectus. You can review a copy of the registration statement through the SEC’s “EDGAR” System (Electronic Data Gathering, Analysis and Retrieval) available on the SEC’s web site at http://www.sec.gov.

We are required to publicly file certain information with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. All of our public filings are also available on EDGAR, including annual, quarterly and current reports, proxy statements, information statements and other information regarding us. You may also read and copy all of our public filings in the SEC’s Public Reference Room at Room 1580, 100 F Street NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. You can also find our SEC filings on our website at www.usairways.com. The information included on this website is not incorporated by reference into this prospectus.

This prospectus incorporates by reference some of the reports, proxy and information statements and other information that US Airways Group or America West Holdings have filed with the SEC under the Exchange Act. This means that we are disclosing important business and financial information to you by referring you to those documents. The information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for information furnished under Items 2.02 or 7.01 of Form 8-K) until all of the securities offered by this prospectus are sold:

•  annual report of US Airways Group, US Airways and AWA on Form 10-K for the fiscal year ended December 31, 2005, filed with the SEC on March 15, 2006;

•  quarterly report of US Airways Group, US Airways and AWA on Form 10-Q for the quarterly period ended March 31, 2006, filed with the SEC on May 9, 2006;

•  quarterly report of US Airways Group, US Airways and AWA on Form 10-Q for the quarterly period ended June 30, 2006, filed with the SEC on July 27, 2006;

•  current reports of US Airways Group, US Airways and AWA on Form 8-K filed with the SEC on January 23, 2006, February 23, 2006, March 15, 2006, March 24, 2006, March 28, 2006, March 29, 2006, April 6, 2006, April 10, 2006, April 10, 2006, April 17, 2006, April 19, 2006, June 2, 2006, June 29, 2006, August 30, 2006, September 14, 2006 and October 3, 2006; and

•  the description of the common stock of US Airways Group contained in its registration statement on Form 8-A, filed with the SEC on September 22, 2005 and any amendment or report filed with the SEC for the purpose of updating the description.

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You may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing or calling us at:

Corporate Secretary

US Airways Group, Inc.

111 West Rio Salado Parkway

Tempe, Arizona 85281

(480) 693-0800

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this prospectus and in the documents incorporated by reference in this prospectus contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “indicate,” “anticipate,” “believe,” “forecast,” “estimate,” “plan,” “guidance,” “outlook,” “could,” “should,” “continue” and similar terms used in connection with statements regarding the outlook of US Airways Group. These statements include, but are not limited to, statements about expected fuel costs, the revenue and pricing environment, our expected financial performance and operations, future financing plans and needs, overall economic conditions and the benefits of the business combination transaction involving America West Holdings and US Airways Group, including future financial and operating results and the combined companies’ plans, objectives, expectations and intentions. Other forward-looking statements that do not relate solely to historical facts include, without limitation, statements that discuss the possible future effects of current known trends or uncertainties or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties that could cause our actual results and financial position to differ materially from our expectations. These risks and uncertainties include, but are not limited to, the following:

•  the impact of high fuel costs, significant disruptions in the supply of aircraft fuel and further significant increases in fuel prices;

•  our ability to obtain and maintain any necessary financing for operations and other purposes (including compliance with financial covenants);

•  our ability to maintain adequate liquidity;

•  our ability to integrate our operations following the merger involving America West Holdings;

•  the impact of general economic conditions;

•  relations with unionized employees generally and the impact and outcome of ongoing labor negotiations;

•  the impact of global instability including the potential impact of current and future hostilities, terrorist attacks, infectious disease outbreaks or other global events that affect travel behavior;

•  changes in prevailing interest rates;

•  potential failures or disruptions of our computer, communications or other technology systems;

•  our ability to obtain and maintain commercially reasonable terms with vendors and service providers, and our reliance on those vendors and service providers;

•  security-related and insurance costs;

•  government legislation and regulation of our operations;

•  competitive practices in the industry, including significant fare restructuring activities by major airlines;

•  the impact of the resolution of remaining claims in US Airways Group’s Chapter 11 proceedings;

•  interruptions or disruptions in service at one or more of our hub airports;

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•  our ability to attract and retain qualified personnel;

•  our ability to attract and retain customers;

•  labor costs;

•  the cyclical nature of the airline industry;

•  weather conditions;

•  our ability to fund and execute our business plan following the Chapter 11 proceedings and the merger;

•  and other risks and uncertainties listed from time to time in our reports to the SEC.

There may be other factors not identified above of which we are not currently aware that may affect matters discussed in the forward-looking statements, and may also cause actual results to differ materially from those discussed. All forward-looking statements are based on information currently available to us. We assume no obligation to publicly update or revise any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting such estimates, except as required by law.

Additional information about these and other factors that may affect our future results are set forth in the section entitled “Risk Factors” in our periodic reports filed with the SEC, including but not limited to our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006 and our Annual Report on Form 10-K for the year ended December 31, 2005.

You should carefully read this prospectus, any prospectus supplement, and the documents incorporated by reference in their entirety. They contain information that you should consider when making your investment decision.

OUR COMPANY

US Airways Group is a holding company whose primary business activity, prior to its merger with America West Holdings, was the operation of a major network air carrier through its ownership of the common stock of US Airways, Piedmont Airlines, Inc., PSA Airlines, Inc., Material Services Company, Inc. and Airways Assurance Limited. US Airways, along with a network of US Airways Group’s regional airline subsidiaries, US Airways’ MidAtlantic division and affiliated carriers flying as US Airways Express, was a hub-and-spoke carrier with a substantial presence in the Eastern United States and with service to Canada, the Caribbean, Latin America and Europe. Effective May 27, 2006, the transfer of certain MidAtlantic assets to Republic Airways was complete and Republic Airways assumed the operation of the aircraft as a US Airways affiliate Express carrier. US Airways had approximately 42 million passengers boarding its planes in 2005 and was the seventh largest U.S. air carrier based on available seat miles, or ASMs, and revenue passenger miles, or RPMs. As of June 30, 2006, US Airways had 224 jet aircraft.

America West Holdings is a holding company whose primary business activity prior to the merger was the operation of a low-cost air carrier through its ownership of AWA. AWA accounted for most of America West Holdings’ revenues and expenses prior to the merger in September 2005. Prior to the merger AWA had approximately 22 million passengers boarding its planes in 2005, and was the eighth largest passenger airline and the second largest low-cost carrier in the United States based on 2005 operating revenues and ASMs and RPMs. AWA was the largest low-cost carrier operating a hub-and-spoke network before the merger, with hubs in both Phoenix and Las Vegas. As of June 30, 2006, AWA had 135 jet aircraft.

On September 12, 2004, US Airways Group and its domestic subsidiaries, US Airways, Piedmont Airlines, Inc., PSA Airlines, Inc. and Material Services Company, Inc., which at the time accounted for substantially all of the operations of US Airways Group, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division. On May 19, 2005, US Airways Group signed a merger agreement with America West Holdings pursuant to which America West Holdings merged with a wholly owned subsidiary of US Airways Group. The merger agreement was amended by a

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letter agreement on July 7, 2005. The merger became effective upon US Airways Group’s emergence from bankruptcy on September 27, 2005.

Following the merger, US Airways Group began moving toward operating under the single brand name of “US Airways” through its two principal subsidiaries: US Airways and AWA. US Airways Group expects to integrate the two principal subsidiaries into one operation over the first 24 months following the merger. As a result of the merger, US Airways Group, through its two principal operating subsidiaries, operates the fifth largest airline in the United States as measured by domestic RPMs and ASMs. We have primary hubs in Charlotte, Philadelphia and Phoenix and secondary hubs/focus cities in Pittsburgh, Las Vegas, New York, Washington, D.C. and Boston. We are a low-cost carrier offering scheduled passenger service on approximately 4,000 flights daily to more than 225 communities in the U.S., Canada, the Caribbean, Latin America and Europe, making us the only low-cost carrier with a significant international route presence. Starting in December 2005, we expanded our route network to include Hawaii. As of June 30, 2006, US Airways Group’s two principal subsidiaries operate 359 mainline jets and are supported by its regional airline subsidiaries and affiliates operating as US Airways Express. As discussed above, US Airways’ MidAtlantic division ceased operations during the second quarter of 2006.

We are a Delaware corporation, and our principal executive offices are located at 111 West Rio Salado Parkway, Tempe, Arizona 85281. Our telephone number is (480) 693-0800. For additional information about US Airways Group, see “Where You Can Find More Information.”

RATIO OF EARNINGS TO FIXED CHARGES

US Airways Group merged with America West Holdings on September 27, 2005. The merger was accounted for as a “reverse acquisition” with America West Holdings treated as the acquirer for accounting and financial reporting purposes. As a result, the historical financial statements of America West Holdings became the financial statements of US Airways Group effective with the merger. The financial data presented below for US Airways Group reflects the data of America West Holdings prior to the merger and is derived from and should be read in conjunction with America West Holdings’ audited financial statements for the years ending December 31, 2004, 2003, 2002 and 2001, US Airways Group’s audited financial statements for the year ending December 31, 2005 and the unaudited financial statements of US Airways Group included in its quarterly report on Form 10-Q for the six months ended June 30, 2006.

The following table sets forth the ratio of earnings to fixed charges for the six months ended June 30, 2006 and for each of the five years in the period ended December 31, 2005.

	Six Months
	Ended June 30,		Years Ended December 31,
	2006		2005		2004		2003		2002		2001
Ratio of earnings (loss) to fixed charges		2.05		(a)		(a)		1.26		(a)		(a)

(a) Earnings for the years ended December 31, 2005, 2004, 2002 and 2001 were not sufficient to cover fixed charges by $338 million, $91 million, $218 million and $337 million, respectively.

For purposes of the table, “earnings” consists of income (loss) before income taxes and cumulative effect of change in accounting principle plus fixed charges less capitalized interest. Fixed charges consist of interest expense, including amortization of debt discount and issuance costs, one third of rent expense, which is deemed to be representative of an interest factor, and capitalized interest.

USE OF PROCEEDS

Unless otherwise provided in a prospectus supplement, we currently intend to use the net proceeds from the sale of our securities under this prospectus for our general corporate purposes.

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DESCRIPTION OF CAPITAL STOCK

The following description of our common stock, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the common stock that we may offer from time to time pursuant to this prospectus. While the terms we have summarized below will apply generally to any future common stock that we may offer, we will describe the particular terms of any class of common stock in more detail in the applicable prospectus supplement. The following summary of certain provisions of our common stock is qualified by reference to the provisions of applicable law and to our amended and restated certificate of incorporation and our amended and restated bylaws.

Authorized Capital Stock

Our authorized capital stock consists of 200 million shares of common stock, par value $0.01 per share. As of September 21, 2006, 88,646,774 shares of common stock were outstanding, 5,076,261 shares were reserved for issuance upon the conversion of our 7% senior convertible notes due 2020, 5,519,434 shares were reserved for issuance under outstanding equity grants, 5,270,564 shares were reserved for future issuance under our incentive plans and 870,923 shares were reserved for issuance in connection with stock options issued or to be issued to pilots pursuant to the terms of our plan of reorganization and our agreement with the Air Line Pilots Association. Our common stock is listed on the NYSE.

Holders of common stock participate equally as to any dividends or distributions on the common stock. In the event of a liquidation, dissolution or winding up of our company, holders of the common stock are entitled to share ratably in all assets remaining after payment of liabilities. Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to our common stock.

The outstanding shares of our common stock are legally issued, fully paid and nonassessable. The common stock does not have any preemptive, subscription or conversion rights. Additional shares of authorized common stock may be issued, as authorized by our board of directors from time to time, without stockholder approval, except as may be required by applicable stock exchange requirements.

Voting Rights

The holders of US Airways Group common stock are entitled to one vote per share on all matters submitted to a vote of common stockholders, except that voting rights of non-U.S. citizens are limited to the extent that the shares of common stock held by such non-U.S. persons would otherwise be entitled to more than 24.9% of the aggregate votes of all outstanding equity securities of US Airways Group. Holders of common stock have no right to cumulate their votes.

Stock Certificates

Our bylaws provide that our board of directors may provide by resolution or resolutions that some or all of any or all classes or series of our stock will be uncertificated shares.

Foreign Ownership Limitation

Our certificate of incorporation and bylaws provide limits on the voting and ownership of our equity securities owned or controlled by persons who are not citizens of the United States in order to comply with U.S. law and related rules and regulations of the U.S. Department of Transportation. Any equity securities owned by non-U.S. persons having in excess of 24.9% of the voting power of our outstanding equity securities will have their voting rights automatically suspended in reverse chronological order based upon the date of registration in our foreign stock record. In addition, any attempt to transfer equity securities to a non-U.S. person in excess of 49.9% of our outstanding equity securities will be void and of no effect and will not be recorded in our books and records.

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Dividends

Our certificate of incorporation provides that stockholders are entitled to receive dividends and other distributions in cash, stock or property of US Airways Group when, as and if declared on our common stock by the board of directors from time to time out of assets or funds legally available therefor.

Our bylaws provide that dividends, if any, may be declared by the board of directors at any regular or special meeting of the board (or any action by written consent in lieu thereof) and may be paid in cash, property or shares of our capital stock. Before payment of any dividend, the directors may set aside such portion of the funds available for dividends as the board of directors, in its absolute discretion, deems proper as a reserve fund. Also, the board of directors may modify or abolish any such reserve.

Registration Rights

Certain holders of shares of our common stock are entitled to certain rights with respect to registration of those shares under the Securities Act of 1933, as amended, or the Securities Act. If we propose to register any of our securities under the Securities Act, either for our own account or for the account of others, the holders of these shares are entitled to notice of the registration and are entitled to include, at our expense, their shares of common stock in the registration and any related underwriting, provided, among other conditions, that the underwriters may limit the number of shares to be included in the registration.

Limitation of Personal Liability of Directors

Our certificate of incorporation provides that no director will be personally liable to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law, or DGCL.

Our certificate of incorporation further provides that if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation will be eliminated or limited to the fullest extent authorized by the DGCL, as so amended.

Indemnification of Officers & Directors

Our certificate of incorporation provides that we:

•  will indemnify our directors and officers to the fullest extent authorized or permitted by law. This right to indemnification continues even after a person has ceased to be a director or officer and inures to the benefit of his or her heirs, executors and personal and legal representatives. Subject to applicable law, the right to indemnification includes the right to be paid the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition; and

•  may, to the extent authorized by the board of directors, provide rights to indemnification and to the advancement of expenses to employees and agents similar to those conferred on directors and officers.

Except for proceedings to enforce rights to indemnification, we are not obligated to indemnify any director or officer or his or her heirs, executors or personal or legal representatives in connection with a proceeding or part thereof initiated by that person unless the proceeding or part thereof was authorized or consented to by the board of directors.

Our certificate of incorporation also provides that the rights to indemnification and to the advance of expenses are not exclusive of any other right which any person may have or acquire under the certificate of incorporation, the bylaws, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

Insofar as indemnification for liabilities under the Securities Act may be permitted to our directors, officers and controlling persons under the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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Certain Anti-Takeover Matters

Number of Directors

Our certificate of incorporation provides that our board of directors will consist of not less than one nor more than 15 directors, the exact number of which will be fixed from time to time by resolution adopted by a majority of our board of directors.

Classification of Board of Directors

Our certificate of incorporation classifies the board of directors into three separate classes, consisting as nearly equal in number as may be possible of one-third of the total number of directors constituting the entire board of directors, with staggered three-year terms. If the number of directors is changed, any increase or decrease will be apportioned across classes in order for the classes to remain as nearly equal as possible.

Removal of Directors

Our certificate of incorporation provides that any director may be removed only “for cause,” and by the affirmative vote of the holders of at least 80% of the voting power of the then issued and outstanding capital stock entitled to vote for the election of directors.

Stockholder Action by Written Consent

Our certificate of incorporation provides that no stockholder action may be taken except at an annual or special meeting of stockholders and that stockholders may not take any action by written consent.

Amendment to Certificate of Incorporation

Our certificate of incorporation provides that we reserve the right to amend, alter, change or repeal any provision contained in our certificate of incorporation in a manner in keeping with the certificate of incorporation or the DGCL, and that all rights conferred upon stockholders are granted subject to that reservation.

Our certificate of incorporation requires the affirmative vote of the holders of at least two-thirds of the voting power of the shares entitled to vote for the election of directors to amend, alter, change, repeal or adopt any provision as part of the certificate of incorporation inconsistent with the purpose and intent of Articles V (Board of Directors), VIII (No Written Consent), X (Amendment of Bylaws) or XI (Amendment of the Certificate of Incorporation) of the certificate of incorporation.

Amendment of Bylaws

Our certificate of incorporation provides that an affirmative vote of at least a majority of the board of directors or the affirmative vote of at least 80% of the voting power of the shares entitled to vote for the election of directors will be required to adopt, amend, alter or repeal our bylaws.

Special Meeting of Stockholders

Our certificate of incorporation provides that special meetings of the stockholders may be called by:

•  the chairman of the board of directors; or

•  the secretary, at the written request or by a resolution adopted by the affirmative vote of a majority of the board of directors.

Notice of Stockholder Meeting

Our bylaws provide that written notice of meetings of stockholders, stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at that meeting, and, in the case of a special meeting, the purpose(s) for which the meeting is called, must be given to each stockholder of record entitled to vote whenever stockholders are required or

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permitted to take any action at any meeting. The secretary must provide such notice not less than 10 nor more than 60 days before the date of the meeting.

Delivery & Notice Requirements of Stockholder Nominations and Proposals

Our bylaws provide that at any annual stockholders’ meeting only such business may be transacted as has been:

•  specified in the notice of meeting or any supplement thereto;

•  given by or at the direction of the board or any duly authorized committee thereof;

•  otherwise properly brought by or at the direction of the board of directors or any duly authorized committee thereof; or

•  otherwise properly brought by any stockholder of US Airways Group (A) who is a stockholder of record on the date of the giving of the notice provided for in the bylaws and on the record date for the determination of stockholders entitled to notice of and to vote at such annual meeting, and (B) who complies with the notice procedures set forth in the bylaws.

For a proposal, other than nominations of persons for election to the board of directors, to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely written notice thereof to the secretary of US Airways Group and such business must be a proper matter for stockholder action.

To be timely, a stockholder’s notice must be delivered to or mailed to, and received by, the secretary at our principal executive offices:

•  not less than 90 calendar days nor more than 120 calendar days prior to the anniversary date of the immediately preceding annual meeting of stockholders; or

•  in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

Our bylaws also provide that, for business to be properly brought before a special meeting of stockholders, other than nominations of persons for election to the board of directors, a stockholder must give timely written notice thereof to the secretary of US Airways Group.

To be timely, a stockholder’s written notice must be received by the secretary at our principal executive offices at least 10 days prior to the first public notice of the special meeting.

A stockholder’s written notice to the secretary for either an annual meeting or a special meeting must set forth:

•  a brief description of the business desired to be brought before the meeting and the reasons for conducting the business at the meeting;

•  the name and address of record of the stockholder proposing that business;

•  the class and number of our shares which are beneficially owned by the stockholder;

•  the dates upon which the stockholder acquired those shares;

•  documentary support for any claim of beneficial ownership;

•  a description of all arrangements or understandings between the stockholder and any other person or persons (including their names) in connection with the proposal and any material interest of the stockholder in the business;

•  a representation that the stockholder intends to appear in person or by proxy at the meeting to bring the business before the meeting;

•  a statement in support of the matter; and

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•  for proposals sought to be included in the proxy statement, any other information required by Rule 14a-8 under the Exchange Act.

Our bylaws also provide that no business may be conducted at any stockholders’ meeting except business brought before the meeting in accordance with the procedures set forth in the bylaws. If the chairman of the meeting determines that business was not properly brought before the meeting, the chairman will declare that the business was not properly brought and such business will not be considered or transacted.

No Stockholder Rights Plan

We do not have a stockholder rights plan.

Business Combinations

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing changes in control if our board of directors determines that those changes in control are not in the best interests of US Airways Group and its stockholders. These provisions include, among other things, the following:

•  a classified board of directors with three-year staggered terms;

•  advance notice procedures for stockholder proposals to be considered at stockholders’ meetings;

•  the ability of US Airways Group’s board of directors to fill vacancies on the board;

•  a prohibition against stockholders taking action by written consent;

•  a prohibition against stockholders calling special meetings of stockholders;

•  requiring the approval of holders of at least 80% of the voting power of the shares entitled to vote in the election of directors for the stockholders to amend the amended and restated bylaws; and

•  super majority voting requirements to modify or amend specified provisions of US Airways Group’s amended and restated certificate of incorporation.

These provisions are not intended to prevent a takeover, but are intended to protect and maximize the value of our stockholders’ interests. While these provisions have the effect of encouraging persons seeking to acquire control of our company to negotiate with our board of directors, they could enable our board of directors to prevent a transaction that some, or a majority, of our stockholders might believe to be in their best interests and, in that case, may prevent or discourage attempts to remove and replace incumbent directors.

We are governed by the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless before the date that the person became an “interested stockholder,” the board of directors approved either the “business combination” or the transaction which makes the person an “interested stockholder,” or after the date that the person became an “interested stockholder,” the business combination is approved by our board of directors and the vote of at least 662/3% of our outstanding voting stock that is not owned by the “interested stockholder.” Generally, a “business combination” includes a merger, asset sale or other transaction resulting in a financial benefit to the stockholder. An “interested stockholder” is a person who either owns 15% or more of our outstanding voting stock or, together with affiliates and associates, owns or, within three prior years, did own, 15% or more of our outstanding voting stock. The statute could have the effect of delaying, deferring or preventing a change in our control.

Transfer Agent

The transfer agent and registrar for our common stock is Computershare Investor Services.

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DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus.

While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any particular series of debt securities may differ from the description provided below as a result of negotiations with third parties in connection with the issuance of those securities, as well as for other reasons. Because the terms of any debt securities we offer under a prospectus supplement may differ from the terms we describe below, you should rely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus.

We will issue the debt securities, whether senior or subordinated, under an indenture, which we will enter into with the trustee named in the indenture. We have filed the form of the indenture as an exhibit to the registration statement of which this prospectus is a part.

The indenture will be qualified under the Trust Indenture Act of 1939. We use the term “trustee” to refer to the trustee for any debt securities we issue, whether senior or subordinated.

The following summaries of material provisions of the debt securities and the indenture are subject to, and qualified in their entirety by reference to, all the provisions of the indenture and any supplement thereto. We urge you to read the prospectus supplements related to the debt securities that we sell under this prospectus, as well as the complete indenture that contains the terms of the debt securities and defines your rights as a security holder.

General

We will describe in the applicable prospectus supplement the terms relating to a series of debt securities, including:

•  the title;

•  the principal amount being offered, and, if a series, the total amount authorized and the total amount outstanding;

•  any limit on the amount that may be issued;

•  whether or not we will issue the series of debt securities in global form and, if so, the terms and who the depositary will be;

•  the maturity date;

•  the principal amount due at maturity, and whether the debt securities will be issued with any original issue discount;

•  whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;

•  the annual interest rate, which may be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

•  whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

•  the terms of the subordination of any series of subordinated debt;

•  the form and terms of any guarantee of any debt securities;

•  the place where payments will be payable;

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•  restrictions on transfer, sale or other assignment, if any;

•  our right, if any, to defer payment of interest and the maximum length of any such deferral period;

•  the date, if any, after which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions, and any other applicable terms of those redemption provisions;

•  provisions for a sinking fund purchase or other analogous fund, if any;

•  the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities;

•  whether the indenture will restrict our ability and/or the ability of our subsidiaries to:

•  incur additional indebtedness;

•  issue additional securities;

•  create liens;

•  pay dividends, make distributions in respect of our capital stock and the capital stock of our subsidiaries or transfer assets;

•  redeem capital stock;

•  make investments or other restricted payments;

•  sell or otherwise dispose of assets;

•  enter into sale-leaseback transactions;

•  engage in transactions with stockholders and affiliates;

•  issue or sell stock of our subsidiaries; or

•  effect a consolidation or merger;

•  whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;

•  a discussion of any material or special United States federal income tax considerations applicable to the debt securities;

•  information describing any book-entry features;

•  the procedures for any auction and remarketing, if any;

•  the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;

•  if other than dollars, the currency in which the series of debt securities will be denominated; and

•  any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms which may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities.

Conversion or Exchange Rights

We will set forth in the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for common stock or other securities of ours or a third party, including the conversion or exchange rate, as applicable, or how it will be calculated, and the applicable conversion or exchange period. We will

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include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of our securities or the securities of a third party that the holders of the series of debt securities receive upon conversion or exchange would, under the circumstances described in those provisions, be subject to adjustment, or pursuant to which those holders would, under those circumstances, receive other property upon conversion or exchange, for example in the event of our merger or consolidation with another entity.

Consolidation, Merger or Sale

The indenture in the form initially filed as an exhibit to the registration statement of which this prospectus is a part does not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor of ours or acquiror of such assets must assume all of our obligations under the indenture and the debt securities.

If the debt securities are convertible for our other securities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of the debt securities into securities which the holders of the debt securities would have received if they had converted the debt securities before the consolidation, merger or sale.

Events of Default Under the Indenture

The following are events of default under the indenture with respect to any series of debt securities that we may issue:

•  if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferred;

•  if we fail to pay the principal, or premium, if any, when due and payable and the time for payment has not been extended or delayed;

•  if we fail to observe or perform any other covenant contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and

•  if specified events of bankruptcy, insolvency or reorganization occur.

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding will be due and payable without any notice or other action on the part of the trustee or any holder.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture.

Subject to the terms of the indenture, if an event of default under the indenture occurs and is continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the

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trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

•  the direction so given by the holder is not in conflict with any law or the indenture; and

•  subject to its duties under the Trust Indenture Act of 1939, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

A holder of the debt securities of any series will only have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies if:

•  the holder has given written notice to the trustee of a continuing event of default with respect to that series;

•  the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and those holders have offered reasonable indemnity to the trustee to institute the proceeding as trustee; and

•  the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.

We will periodically file statements with the trustee regarding our compliance with specified covenants in the indenture.

Modification of Indenture; Waiver

We and the trustee may change the indenture without the consent of any holders with respect to certain specific matters, including:

•  to fix any ambiguity, defect or inconsistency in the indenture;

•  to comply with the provisions described above under “— Consolidation, Merger or Sale”;

•  to comply with any requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act of 1939;

•  to evidence and provide for the acceptance of appointment under the indenture by a successor trustee;

•  to provide for uncertificated debt securities and to make all appropriate changes for that purpose;

•  to add to, delete from, or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issuance, authorization and delivery of debt securities or any series;

•  to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default, or to surrender any of our rights or powers under the indenture; or

•  to change anything that does not materially adversely affect the interests of any holder of debt securities of any series.

In addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:

•  extending the fixed maturity of the series of debt securities;

•  reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any debt securities; or

•  reducing the percentage of debt securities, the holders of which are required to consent to any supplemental indenture.

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Discharge

The indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for obligations to:

•  register the transfer or exchange of debt securities of the series;

•  replace stolen, lost or mutilated debt securities of the series;

•  maintain paying agencies;

•  hold monies for payment in trust;

•  recover excess money held by the trustee;

•  compensate and indemnify the trustee; and

•  appoint any successor trustee.

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, known as DTC, or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal Ownership of Securities” for a further description of the terms relating to any book-entry securities.

At the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

•  issue, register the transfer of, or exchange any debt securities of any series being redeemed in part during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

•  register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

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Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of default under the indenture, undertakes to perform only those duties as are specifically set forth in the indenture. Upon an event of default under the indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that, unless we otherwise indicate in the applicable prospectus supplement, we may make interest payments by check, which we will mail to the holder, or by wire transfer to certain holders. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

The indenture and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act of 1939 is applicable.

Subordination of Subordinated Debt Securities

Any subordinated debt securities will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The indenture in the form initially filed as an exhibit to the registration statement of which this prospectus is a part does not limit the amount of indebtedness which we may incur, including senior indebtedness or subordinated indebtedness, and does not limit us from issuing any other debt, including secured debt or unsecured debt.

Guarantees

Our payment obligations under any series of debt securities may be guaranteed by US Airways and AWA. The terms of any such guarantee will be set forth in the applicable prospectus supplement.

DESCRIPTION OF WARRANTS

The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which consist of warrants to purchase common stock and/or debt securities in one or more series. Warrants may be offered independently or together with common stock and/or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities.

While the terms we have summarized below will generally apply to any future warrants we may offer under this prospectus, we will describe the particular terms of any warrants that we may offer in more detail in the

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applicable prospectus supplement. The specific terms of any warrants may differ from the description provided below as a result of negotiations with third parties in connection with the issuance of those warrants, as well as for other reasons. Because the terms of any warrants we offer under a prospectus supplement may differ from the terms we describe below, you should rely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus.

We will issue the warrants under a warrant agreement, which we will enter into with a warrant agent to be selected by us. We use the term “warrant agreement” to refer to any of these warrant agreements. We use the term “warrant agent” to refer to the warrant agent under any of these warrant agreements. The warrant agent will act solely as an agent of ours in connection with the warrants and will not act as an agent for the holders or beneficial owners of the warrants.

We will incorporate by reference into the registration statement of which this prospectus is a part the form of warrant agreement, including a form of warrant certificate, that describes the terms of the series of warrants we are offering before the issuance of the related series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement applicable to a particular series of warrants. We urge you to read the applicable prospectus supplements related to the warrants that we sell under this prospectus, as well as the complete warrant agreement that contain the terms of the warrants and defines your rights as a warrant holder.

General

We will describe in the applicable prospectus supplement the terms relating to a series of warrants. If warrants for the purchase of debt securities are offered, the prospectus supplement will describe the following terms, to the extent applicable:

•  the offering price and the aggregate number of warrants offered;

•  the currencies in which the warrants are being offered;

•  the designation, aggregate principal amount, currencies, denominations and terms of the series of debt securities that can be purchased if a holder exercises a warrant;

•  the designation and terms of any series of debt securities with which the warrants are being offered and the number of warrants offered with each such debt security;

•  the date on and after which the holder of the warrants can transfer them separately from the related series of debt securities;

•  the terms of any rights to redeem or call the warrants;

•  the date on which the right to exercise the warrants begins and the date on which that right expires;

•  federal income tax consequences of holding or exercising the warrants; and

•  any other specific terms, preferences, rights or limitations of, or restrictions on, the warrants.

Warrants for the purchase of debt securities will be in registered form only.

If warrants for the purchase of common stock are offered, the prospectus supplement will describe the following terms, to the extent applicable:

•  the offering price and the aggregate number of warrants offered;

•  the total number of shares that can be purchased if a holder of the warrants exercises them;

•  the number of warrants being offered with each share of common stock;

•  the date on and after which the holder of the warrants can transfer them separately from the related common stock;

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•  the number of shares of common stock that can be purchased if a holder exercises the warrant and the price at which that common stock may be purchased upon exercise, including, if applicable, any provisions for changes to or adjustments in the exercise price and in the securities or other property receivable upon exercise;

•  the terms of any rights to redeem or call, or accelerate the expiration of, the warrants;

•  the date on which the right to exercise the warrants begins and the date on which that right expires;

•  federal income tax consequences of holding or exercising the warrants; and

•  any other specific terms, preferences, rights or limitations of, or restrictions on, the warrants.

Warrants for the purchase of common stock will be in registered form only.

A holder of warrant certificates may exchange them for new certificates of different denominations, present them for registration of transfer and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase debt securities are exercised, the holder of the warrants will not have any of the rights of holders of the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock are exercised, holders of the warrants will not have any rights of holders of the underlying common stock, including any rights to receive dividends or to exercise any voting rights, except to the extent set forth under “— Warrant Adjustments” below.

Exercise of Warrants

Each holder of a warrant is entitled to purchase the principal amount of debt securities or number of shares of common stock, as the case may be, at the exercise price described in the applicable prospectus supplement. After the close of business on the day when the right to exercise terminates (or a later date if we extend the time for exercise), unexercised warrants will become void.

A holder of warrants may exercise them by following the general procedure outlined below:

•  delivering to the warrant agent the payment required by the applicable prospectus supplement to purchase the underlying security;

•  properly completing and signing the reverse side of the warrant certificate representing the warrants; and

•  delivering the warrant certificate representing the warrants to the warrant agent within five business days of the warrant agent receiving payment of the exercise price.

If you comply with the procedures described above, your warrants will be considered to have been exercised when the warrant agent receives payment of the exercise price, subject to the transfer books for the securities issuable upon exercise of the warrant not being closed on such date. After you have completed those procedures and subject to the foregoing, we will, as soon as practicable, issue and deliver to you the debt securities or common stock that you purchased upon exercise. If you exercise fewer than all of the warrants represented by a warrant certificate, a new warrant certificate will be issued to you for the unexercised amount of warrants. Holders of warrants will be required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying securities in connection with the exercise of the warrants.

Amendments and Supplements to the Warrant Agreements

We may amend or supplement a warrant agreement without the consent of the holders of the applicable warrants to cure ambiguities in the warrant agreement, to cure or correct a defective provision in the warrant agreement, or to provide for other matters under the warrant agreement that we and the warrant agent deem necessary or desirable, so long as, in each case, such amendments or supplements do not materially adversely affect the interests of the holders of the warrants.

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Warrant Adjustments

Unless the applicable prospectus supplement states otherwise, the exercise price of, and the number of securities covered by, a common stock warrant will be adjusted proportionately if we subdivide or combine our common stock, as applicable. In addition, unless the prospectus supplement states otherwise, if we, without payment:

•  issue capital stock or other securities convertible into or exchangeable for common stock, or any rights to subscribe for, purchase or otherwise acquire any of the foregoing, as a dividend or distribution to holders of our common stock;

•  pay any cash to holders of our common stock other than a cash dividend paid out of our current or retained earnings;

•  issue any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness to holders of our common stock; or

•  issue common stock or additional stock or other securities or property to holders of our common stock by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement,

then the holders of common stock warrants will be entitled to receive upon exercise of the warrants, in addition to the securities otherwise receivable upon exercise of the warrants and without paying any additional consideration, the amount of stock and other securities and property such holders would have been entitled to receive had they held the common stock issuable under the warrants on the dates on which holders of those securities received or became entitled to receive such additional stock and other securities and property.

Except as stated above, the exercise price and number of securities covered by a common stock warrant, and the amounts of other securities or property to be received, if any, upon exercise of those warrants, will not be adjusted or provided for if we issue those securities or any securities convertible into or exchangeable for those securities, or securities carrying the right to purchase those securities or securities convertible into or exchangeable for those securities.

Holders of common stock warrants may have additional rights under the following circumstances:

•  certain reclassifications, capital reorganizations or changes of the common stock;

•  certain share exchanges, mergers, or similar transactions involving us and which result in changes of the common stock; or

•  certain sales or dispositions to another entity of all or substantially all of our property and assets.

If one of the above transactions occurs and holders of our common stock are entitled to receive stock, securities or other property with respect to or in exchange for their securities, the holders of the common stock warrants then outstanding, as applicable, will be entitled to receive upon exercise of their warrants the kind and amount of shares of stock and other securities or property that they would have received upon the applicable transaction if they had exercised their warrants immediately before the transaction.

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DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the general features of the stock purchase contracts and stock purchase units that we may offer under this prospectus. While the features we have summarized below will generally apply to any future stock purchase contracts or stock purchase units we may offer under this prospectus, we will describe the particular terms of any stock purchase contracts or stock purchase units that we may offer in more detail in the applicable prospectus supplement. The specific terms of any stock purchase contracts or stock purchase units may differ from the description provided below as a result of negotiations with third parties in connection with the issuance of those stock purchase contracts or stock purchase units, as well as for other reasons. Because the terms of any stock purchase contracts or stock purchase units we offer under a prospectus supplement may differ from the terms we describe below, you should rely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus.

We will incorporate by reference into the registration statement of which this prospectus is a part the form of any stock purchase contract or stock purchase unit that we may offer under this prospectus before the sale of the related stock purchase contract or stock purchase unit. We urge you to read the applicable prospectus supplements related to the specific stock purchase contracts or stock purchase units being offered, as well as the complete instruments that contain the terms of the securities that are subject to those stock purchase contracts or stock purchase units. Certain of those instruments, or forms of those instruments, have been filed as exhibits to the registration statement of which this prospectus is a part, and supplements to those instruments or forms may be incorporated by reference into the registration statement of which this prospectus is a part from reports we file with the SEC.

General

We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to holders, a specified or varying number of shares of common stock at a future date. Alternatively, the stock purchase contracts may obligate us to purchase from holders, and obligate holders to sell to us, a specified or varying number of shares of common stock. The consideration per share of common stock may be fixed at the time that the stock purchase contracts are issued or may be determined by reference to a specific formula set forth in the stock purchase contracts. Any stock purchase contract may include anti-dilution provisions to adjust the number of shares issuable or to be delivered pursuant to such stock purchase contract upon the occurrence of certain events.

The stock purchase contracts may be issued separately or as units, known as stock purchase units, consisting of a stock purchase contract and any combination of debt securities, common stock, other stock purchase contracts and debt obligations of third parties, including U.S. Treasury securities, in each case securing holders’ obligations to purchase or to sell, as the case may be, common stock under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to holders of the stock purchase units, or vice versa, and such payments may be unsecured or prefunded and may be paid on a current or on a deferred basis. The stock purchase contracts may require holders to secure their obligations under those stock purchase contracts in a specified manner.

LEGAL OWNERSHIP OF SECURITIES

We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered on the books in their own names that we or any applicable trustee or depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.

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Book-Entry Holders

We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

Only the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered in the name of the depositary. Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

As a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders, of the securities.

Street Name Holders

We may terminate global securities or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

For securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.

Legal Holders

Our obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice, even if that holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders, but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the holders contact the indirect holders is up to the holders.

Special Considerations for Indirect Holders

If you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented by one or more global securities or in street name, you should check with your own institution to find out:

•  how it handles securities payments and notices;

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•  whether it imposes fees or charges;

•  how it would handle a request for the holders’ consent, if ever required;

•  whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;

•  how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and

•  if the securities are global securities, how the depositary’s rules and procedures will affect these matters.

Global Securities

A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.

Each security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, DTC will be the depositary for all global securities issued under this prospectus.

A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under “— Special Situations when a Global Security will be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.

If the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.

Special Considerations for Global Securities

As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

If securities are issued only as global securities, an investor should be aware of the following:

•  An investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;

•  An investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;

•  An investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;

•  An investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

•  The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security. We and any applicable trustee have

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no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way;

•  The depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and

•  Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

Special Situations when a Global Security will be Terminated

In a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.

A global security will terminate when the following special situations occur:

•  if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;

•  if we notify any applicable trustee that we wish to terminate that global security; or

•  if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.

The prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.

PLAN OF DISTRIBUTION

We may sell securities pursuant to this prospectus in or outside the United States:

•  to the public through a group of underwriters managed or co-managed by one or more underwriters or dealers,

•  through one or more agents,

•  directly to one or more purchasers, including our existing stockholders in a rights offering or

•  through a combination of any such methods of sale.

The prospectus supplement relating to any offering of securities will include the following information:

•  the terms of the offering;

•  the names of any underwriters, dealers or agents;

•  the name or names of any managing underwriter or underwriters;

•  the purchase price of the securities from us;

•  the net proceeds to us from the sale of the securities;

•  any delayed delivery arrangements;

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•  any over-allotment options under which underwriters may purchase additional securities from us;

•  any agency fees, underwriting discounts, commissions and other items constituting agents’ or underwriters’ compensation;

•  any initial public offering price;

•  any discounts or concessions allowed or reallowed or paid to dealers;

•  any commissions paid to agents; and

•  any securities exchanges or markets on which the securities may be listed.

We may distribute securities from time to time in one or more transactions (a) at a fixed price or prices, which may be changed, (b) at market prices prevailing at the time of sale, (c) at prices related to those prevailing market prices or (d) at negotiated prices.

Sales Through Underwriters or Dealers

If we use underwriters in the sale, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

If we use dealers in the sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale.

Direct Sales and Sales Through Agents

We may sell the securities directly. In this case, no underwriters or agents would be involved. We may sell securities upon the exercise of rights that we may issue to our security holders. We may also sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities.

We may sell the securities through agents we designate from time to time. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

Delayed Delivery Contracts

If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

Other Means of Distribution

Securities may also be offered and sold, if we so indicate in the applicable prospectus supplement, by one or more firms, or remarketing firms, acting as principals for their own accounts or as our agents in connection with a remarketing of such securities following their purchase or redemption or otherwise. Remarketing firms may be deemed to be underwriters under the Securities Act in connection with the securities they remarket.

We may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4).

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With or without the involvement of agents, underwriters, dealers, remarketing firms or other third parties, we may utilize the Internet or other electronic bidding or ordering systems for the pricing and allocation of securities. Such a system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us. The use of such a system may affect the price or other terms at which such securities are sold. The final offering price at which securities would be sold, and the allocation of securities among bidders, would be based in whole or in part on the results of the bidding process or auction. Many variations of the Internet auction or pricing and allocating systems are likely to be developed in the future, and we may utilize such systems in connection with the sale of securities. We will describe in the applicable prospectus supplement how any auction or bidding process will be conducted to determine the price or any other terms of the securities, how potential investors may participate in the process and, where applicable, the nature of the obligations of any agent, underwriter, dealer or remarketing firm with respect to the auction or ordering system.

Derivative Transactions and Hedging

We may enter into derivative or other hedging transactions involving the securities with third parties, or sell securities not covered by the prospectus to third parties in privately-negotiated transactions. If we so indicate in the applicable prospectus supplement, in connection with those derivative transactions, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions, or may lend securities in order to facilitate short sale transactions by others. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivative or hedging transactions to close out any related open borrowings of securities. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment to the registration statement of which this prospectus is a part).

We may effect sales of securities in connection with forward sale, option or other types of agreements with third parties. Any distribution of securities pursuant to any forward sale agreement may be effected from time to time in one or more transactions that may take place through a stock exchange, including block trades or ordinary broker’s transactions, or through broker-dealers acting either as principal or agent, or through privately-negotiated transactions, or through an underwritten public offering, or through a combination of any such methods of sale, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices or at negotiated or fixed prices.

We may loan or pledge securities to third parties that in turn may sell the securities using this prospectus and the applicable prospectus supplement or, if we default in the case of a pledge, may offer and sell the securities from time to time using this prospectus and the applicable prospectus supplement. Such third parties may transfer their short positions to investors in our securities or in connection with a concurrent offering of other securities offered by this prospectus and the applicable prospectus supplement or otherwise.

General Information

Until the distribution of the securities is completed, rules of the SEC may limit the ability of underwriters and other participants in the offering to bid for and purchase the securities. As an exception to these rules, the underwriters in certain circumstances are permitted to engage in certain transactions that stabilize the price of the securities. These transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the securities in connection with the offering, i.e., if they sell more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing securities in the open market. The underwriters also may impose a penalty bid on certain underwriters. This means that if the underwriters purchase the securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters who sold those securities as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security.

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Unless the applicable prospectus supplement states otherwise, each series of securities will be a new issue of securities and will have no established trading market, other than our common stock which is listed on the New York Stock Exchange as of the date of this prospectus. We may elect to list any other series of securities on any exchange or market, but we are not obligated to do so. Any underwriters to whom the securities are sold for a public offering may make a market in those securities. However, those underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of, or the trading market for, any of the securities.

Any underwriters, agents, dealers or remarketing firms will be identified and their compensation described in a prospectus supplement.

We may have agreements with any underwriters, dealers, agents and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments they may be required to make.

Any underwriters, dealers, agents, remarketing firms and third parties may be customers of, engage in transactions with, or perform services for, US Airways Group, AWA, US Airways or our affiliates in the ordinary course of their business.

LEGAL MATTERS

Unless we tell you otherwise in the applicable prospectus supplement, the validity of the issuance of the securities offered hereby will be passed upon for US Airways Group by McKenna Long & Aldridge LLP, Atlanta, Georgia and for any agents, underwriters or dealers by counsel named in the applicable prospectus supplement.

EXPERTS

US Airways Group.  The consolidated financial statements of US Airways Group and its subsidiaries as of December 31, 2005 and 2004, and for each of the years in the three-year period ended December 31, 2005, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, have been incorporated by reference herein and in the registration statement of which this prospectus forms a part in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report of KPMG LLP, dated March 14, 2006, on the December 31, 2005 consolidated financial statements refers to a change in the method of accounting for major scheduled airframe, engine and certain component overhaul costs from the deferral method to the direct expense method in 2005.

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PROSPECTUS

AMERICA WEST AIRLINES, INC.

Debt Securities

From time to time, we may offer the securities described in this prospectus separately or together in any combination, in one or more classes or series, in amounts, at prices and on terms that we will determine at the time of the offering.

We will provide specific terms of these offerings and securities in supplements to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.

Investing in our securities involves risks. You should carefully consider the information in the section entitled “Risk Factors” contained in our periodic reports filed with the Securities and Exchange Commission and incorporated by reference into this prospectus before you invest in any of our securities.

We may offer and sell the securities directly, through agents we select from time to time or to or through underwriters or dealers we select. If we use any agents, underwriters or dealers to sell the securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of those securities and the net proceeds we expect to receive from that sale will also be set forth in a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 4, 2006.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	2
WHERE YOU CAN FIND MORE INFORMATION	3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
OUR COMPANY	5
RATIO OF EARNINGS TO FIXED CHARGES	6
USE OF PROCEEDS	6
DESCRIPTION OF DEBT SECURITIES	6
LEGAL OWNERSHIP OF SECURITIES	12
PLAN OF DISTRIBUTION	14
LEGAL MATTERS	17
EXPERTS	17

Important Notice About the Information Presented In This Prospectus

You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should assume that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition and results of operations may have changed since then.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we are registering an unspecified amount of each class of the securities described in this prospectus, and we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the prospectus supplement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information.”

The prospectus supplement will describe: the terms of the securities offered, any initial public offering price, the price paid to us for the securities, the net proceeds to us, the manner of distribution and any underwriting compensation, and the other specific material terms related to the offering of these securities. The prospectus supplement may also contain information, where applicable, about material United States federal income tax considerations relating to the securities. For more detail on the terms of the securities, you should read the exhibits filed with or incorporated by reference in our registration statement of which this prospectus forms a part.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified

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in their entirety by the actual documents. Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

Because we are a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, we may add to and offer additional securities, including secondary securities, by filing a prospectus supplement with the SEC at the time of the offer.

Throughout this prospectus, references to “AWA,” the “Company,” “we,” “us” and “our” refer to America West Airlines, Inc., references to “US Airways Group” refer to US Airways Group, Inc., including its consolidated subsidiaries, references to “America West Holdings” refer to America West Holdings Corporation, a wholly owned subsidiary of US Airways Group, and references to “US Airways” refer to US Airways, Inc., a wholly owned subsidiary of US Airways Group.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is a part of a registration statement on Form S-3 that we are filing with the SEC, but the registration statement includes additional information and also attaches exhibits that are referenced in this prospectus. You can review a copy of the registration statement through the SEC’s “EDGAR” System (Electronic Data Gathering, Analysis and Retrieval) available on the SEC’s web site at http://www.sec.gov.

We are required to publicly file certain information with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. All of our public filings are also available on EDGAR, including annual, quarterly and current reports, proxy statements, information statements and other information regarding us. You may also read and copy all of our public filings in the SEC’s Public Reference Room at Room 1580, 100 F Street NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. You can also find our SEC filings on our website at www.usairways.com. The information included on this website is not incorporated by reference into this prospectus.

This prospectus incorporates by reference some of the reports, proxy and information statements and other information that AWA has filed with the SEC under the Exchange Act. This means that we are disclosing important business and financial information to you by referring you to those documents. The information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for information furnished under Items 2.02 or 7.01 of Form 8-K) until all of the securities offered by this prospectus are sold:

•  annual report of US Airways Group, US Airways and AWA on Form 10-K for the fiscal year ended December 31, 2005, filed with the SEC on March 15, 2006;

•  quarterly report of US Airways Group, US Airways and AWA on Form 10-Q for the quarterly period ended March 31, 2006, filed with the SEC on May 9, 2006;

•  quarterly report of US Airways Group, US Airways and AWA on Form 10-Q for the quarterly period ended June 30, 2006, filed with the SEC on July 27, 2006; and

•  current reports of US Airways Group, US Airways and AWA on Form 8-K filed with the SEC on January 23, 2006, February 23, 2006, March 15, 2006, March 24, 2006, March 28, 2006, March 29, 2006, April 6, 2006, April 10, 2006, April 10, 2006, April 17, 2006, April 19, 2006, June 2, 2006, June 29, 2006, August 30, 2006, September 14, 2006 and October 3, 2006.

You may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing or calling us at:

Corporate Secretary

America West Airlines, Inc.

4000 East Sky Harbor Blvd.

Phoenix, Arizona 85034

(480) 693-0800

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this prospectus and in the documents incorporated by reference in this prospectus contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “indicate,” “anticipate,” “believe,” “forecast,” “estimate,” “plan,” “guidance,” “outlook,” “could,” “should,” “continue” and similar terms used in connection with statements regarding the outlook of AWA. These statements include, but are not limited to, statements about expected fuel costs, the revenue and pricing environment, our expected financial performance and operations, future financing plans and needs, overall economic conditions and the benefits of the business combination transaction involving America West Holdings and US Airways Group, including future financial and operating results and the combined companies’ plans, objectives, expectations and intentions. Other forward-looking statements that do not relate solely to historical facts include, without limitation, statements that discuss the possible future effects of current known trends or uncertainties or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties that could cause our actual results and financial position to differ materially from our expectations. These risks and uncertainties include, but are not limited to, the following:

•  the impact of high fuel costs, significant disruptions in the supply of aircraft fuel and further significant increases in fuel prices;

•  our ability to obtain and maintain any necessary financing for operations and other purposes (including compliance with financial covenants);

•  our ability to maintain adequate liquidity;

•  our ability to integrate our operations following the merger between US Airways Group and America West Holdings;

•  the impact of general economic conditions;

•  relations with unionized employees generally and the impact and outcome of ongoing labor negotiations;

•  the impact of global instability including the potential impact of current and future hostilities, terrorist attacks, infectious disease outbreaks or other global events that affect travel behavior;

•  changes in prevailing interest rates;

•  potential failures or disruptions of our computer, communications or other technology systems;

•  our ability to obtain and maintain commercially reasonable terms with vendors and service providers, and our reliance on those vendors and service providers;

•  security-related and insurance costs;

•  government legislation and regulation of our operations;

•  competitive practices in the industry, including significant fare restructuring activities by major airlines;

•  the impact of the resolution of remaining claims in US Airways Group’s Chapter 11 proceedings;

•  interruptions or disruptions in service at one or more of our hub airports;

•  our ability to attract and retain qualified personnel;

•  our ability to attract and retain customers;

•  labor costs;

•  the cyclical nature of the airline industry;

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•  weather conditions;

•  our ability to fund and execute our business plan following the Chapter 11 proceedings and the merger;

•  and other risks and uncertainties listed from time to time in our reports to the SEC.

There may be other factors not identified above of which we are not currently aware that may affect matters discussed in the forward-looking statements, and may also cause actual results to differ materially from those discussed. All forward-looking statements are based on information currently available to us. We assume no obligation to publicly update or revise any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting such estimates, except as required by law.

Additional information about these and other factors that may affect our future results are set forth in the section entitled “Risk Factors” in our periodic reports filed with the SEC, including but not limited to our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006 and our Annual Report on Form 10-K for the year ended December 31, 2005.

You should carefully read this prospectus, any prospectus supplement, and the documents incorporated by reference in their entirety. They contain information that you should consider when making your investment decision.

OUR COMPANY

AWA is the wholly owned subsidiary of America West Holdings and the indirect wholly owned subsidiary of US Airways Group. AWA accounted for most of America West Holdings’ revenues and expenses prior to the merger with US Airways Group in September 2005. On May 19, 2005, US Airways Group signed a merger agreement with America West Holdings pursuant to which America West Holdings agreed to merge with a wholly owned subsidiary of US Airways Group. The merger agreement was amended by a letter agreement on July 7, 2005. On September 27, 2005, the merger became effective. Prior to the merger AWA had approximately 22 million passengers boarding its planes in 2005, and was the eighth largest passenger airline and the second largest low-cost carrier in the United States based on 2005 operating revenues and available seat miles, or ASMs, and revenue passenger miles, or RPMs. AWA was the largest low-cost carrier operating a hub-and-spoke network before the merger, with hubs in both Phoenix and Las Vegas. As of June 30, 2006, AWA had 135 jet aircraft.

Following the merger, US Airways Group began moving toward operating under the single brand name of “US Airways” through its two principal subsidiaries: US Airways and AWA. US Airways Group expects to integrate the two principal subsidiaries into one operation over the first 24 months following the merger. As a result of the merger, US Airways Group, through its two principal operating subsidiaries, operates the fifth largest airline in the United States as measured by domestic RPMs and ASMs. US Airways Group has primary hubs in Charlotte, Philadelphia and Phoenix and secondary hubs/focus cities in Pittsburgh, Las Vegas, New York, Washington, D.C. and Boston. US Airways Group is a low-cost carrier offering scheduled passenger service on approximately 4,000 flights daily to more than 225 communities in the U.S., Canada, the Caribbean, Latin America and Europe, making it the only low-cost carrier with a significant international route presence. Starting in December 2005, US Airways Group expanded its route network to include Hawaii. As of June 30, 2006, US Airways Group’s two principal subsidiaries operate 359 mainline jets and are supported by its regional airline subsidiaries and affiliates operating as US Airways Express.

We are a Delaware corporation, and our principal executive offices are located at 4000 East Sky Harbor Blvd., Phoenix, Arizona 85034. Our telephone number is (480) 693-0800. For additional information on AWA, see “Where You Can Find More Information.”

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for the six months ended June 30, 2006 and for each of the periods in the five years ended December 31, 2005. The data presented in this table has been derived from and should be read in conjunction with our audited financial statements incorporated by reference from our annual report on Form 10-K for the year ended December 31, 2005 and our quarterly report on Form 10-Q for the quarter ended June 30, 2006.

	Six Months
	Ended June 30,		Years Ended December 31,
	2006		2005		2004		2003		2002		2001
Ratio of earnings (loss) to fixed charges		2.12		(a)		(a)		1.26		(a)		(a)

(a) Earnings for the years ended December 31, 2005, 2004, 2002 and 2001 were not sufficient to cover fixed charges by $198 million, $87 million, $215 million and $339 million, respectively.

For purposes of the table, “earnings” consists of income (loss) before income taxes and cumulative effect of change in accounting principle plus fixed charges less capitalized interest. Fixed charges consist of interest expense, including amortization of debt discount and issuance costs, one third of rent expense, which is deemed to be representative of an interest factor, and capitalized interest.

USE OF PROCEEDS

Unless otherwise provided in a prospectus supplement, we currently intend to use the net proceeds from the sale of our securities under this prospectus for our general corporate purposes.

DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus.

While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any particular series of debt securities may differ from the description provided below as a result of negotiations with third parties in connection with the issuance of those securities, as well as for other reasons. Because the terms of any debt securities we offer under a prospectus supplement may differ from the terms we describe below, you should rely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus.

We will issue debt securities, whether senior or subordinated, under an indenture, which we will enter into with the trustee named in the indenture. We have filed a form of the indenture as an exhibit to the registration statement of which this prospectus is a part.

The indenture will be qualified under the Trust Indenture Act of 1939. We use the term “trustee” to refer to the trustee for any debt securities we issue, whether senior or subordinated.

The following summaries of material provisions of the debt securities and the indenture are subject to, and qualified in their entirety by reference to, all the provisions of the indenture and any supplement thereto. We urge you to read the prospectus supplements related to the debt securities that we sell under this prospectus, as well as the complete indenture that contains the terms of the debt securities and defines your rights as a security holder.

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General

We will describe in the applicable prospectus supplement the terms relating to a series of debt securities, including:

•  the title;

•  the principal amount being offered, and, if a series, the total amount authorized and the total amount outstanding;

•  any limit on the amount that may be issued;

•  whether or not we will issue the series of debt securities in global form and, if so, the terms and who the depositary will be;

•  the maturity date;

•  the principal amount due at maturity, and whether the debt securities will be issued with any original issue discount;

•  whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;

•  the annual interest rate, which may be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

•  whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

•  the terms of the subordination of any series of subordinated debt;

•  the form and terms of any guarantee of any debt securities;

•  the place where payments will be payable;

•  restrictions on transfer, sale or other assignment, if any;

•  our right, if any, to defer payment of interest and the maximum length of any such deferral period;

•  the date, if any, after which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions, and any other applicable terms of those redemption provisions;

•  provisions for a sinking fund purchase or other analogous fund, if any;

•  the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities;

•  whether the indenture will restrict our ability and/or the ability of our subsidiaries to:

•  incur additional indebtedness;

•  issue additional securities;

•  create liens;

•  pay dividends, make distributions in respect of our capital stock and the capital stock of our subsidiaries or transfer assets;

•  redeem capital stock;

•  make investments or other restricted payments;

•  sell or otherwise dispose of assets;

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•  enter into sale-leaseback transactions;

•  engage in transactions with stockholders and affiliates;

•  issue or sell stock of our subsidiaries; or

•  effect a consolidation or merger;

•  whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;

•  a discussion of any material or special United States federal income tax considerations applicable to the debt securities;

•  information describing any book-entry features;

•  the procedures for any auction and remarketing, if any;

•  the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;

•  if other than dollars, the currency in which the series of debt securities will be denominated; and

•  any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms which may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities.

Consolidation, Merger or Sale

The indenture in the form initially filed as an exhibit to the registration statement of which this prospectus is a part does not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor of ours or acquiror of such assets must assume all of our obligations under the indenture and the debt securities.

Events of Default Under the Indenture

The following are events of default under the indenture with respect to any series of debt securities that we may issue:

•  if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferred;

•  if we fail to pay the principal, or premium, if any, when due and payable and the time for payment has not been extended or delayed;

•  if we fail to observe or perform any other covenant contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and

•  if specified events of bankruptcy, insolvency or reorganization occur.

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding will be due and payable without any notice or other action on the part of the trustee or any holder.

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The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture.

Subject to the terms of the indenture, if an event of default under the indenture occurs and is continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

•  the direction so given by the holder is not in conflict with any law or the indenture; and

•  subject to its duties under the Trust Indenture Act of 1939, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

A holder of the debt securities of any series will only have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies if:

•  the holder has given written notice to the trustee of a continuing event of default with respect to that series;

•  the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and those holders have offered reasonable indemnity to the trustee to institute the proceeding as trustee; and

•  the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.

We will periodically file statements with the trustee regarding our compliance with specified covenants in the indenture.

Modification of Indenture; Waiver

We and the trustee may change the indenture without the consent of any holders with respect to certain specific matters, including:

•  to fix any ambiguity, defect or inconsistency in the indenture;

•  to comply with the provisions described above under “— Consolidation, Merger or Sale”;

•  to comply with any requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act of 1939;

•  to evidence and provide for the acceptance of appointment hereunder by a successor trustee;

•  to provide for uncertificated debt securities and to make all appropriate changes for that purpose;

•  to add to, delete from, or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issuance, authorization and delivery of debt securities or any series;

•  to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default, or to surrender any of our rights or powers under the indenture; or

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•  to change anything that does not materially adversely affect the interests of any holder of debt securities of any series.

In addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:

•  extending the fixed maturity of the series of debt securities;

•  reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any debt securities; or

•  reducing the percentage of debt securities, the holders of which are required to consent to any supplemental indenture.

Discharge

The indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for obligations to:

•  register the transfer or exchange of debt securities of the series;

•  replace stolen, lost or mutilated debt securities of the series;

•  maintain paying agencies;

•  hold monies for payment in trust;

•  recover excess money held by the trustee;

•  compensate and indemnify the trustee; and

•  appoint any successor trustee.

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, known as DTC, or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal Ownership of Securities” for a further description of the terms relating to any book-entry securities.

At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

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We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

•  issue, register the transfer of, or exchange any debt securities of any series being redeemed in part during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

•  register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of default under the indenture, undertakes to perform only those duties as are specifically set forth in the indenture. Upon an event of default under the indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that, unless we otherwise indicate in the applicable prospectus supplement, we may make interest payments by check, which we will mail to the holder, or by wire transfer to certain holders. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

The indenture and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act of 1939 is applicable.

Subordination of Subordinated Debt Securities

Any subordinated debt securities will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The indenture in the form initially filed as an exhibit to the registration statement of which this prospectus is a part does not limit the amount of indebtedness which we may incur, including senior indebtedness or subordinated indebtedness, and does not limit us from issuing any other debt, including secured debt or unsecured debt.

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Guarantees

Our payment obligations under any series of debt securities may be guaranteed by US Airways Group and US Airways. The terms of any such guarantee will be set forth in the applicable prospectus supplement.

LEGAL OWNERSHIP OF SECURITIES

We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered on the books in their own names that we or any applicable trustee or depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.

Book-Entry Holders

We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

Only the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered in the name of the depositary. Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

As a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders, of the securities.

Street Name Holders

We may terminate global securities or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

For securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.

Legal Holders

Our obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.

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For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice, even if that holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders, but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the holders contact the indirect holders is up to the holders.

Special Considerations for Indirect Holders

If you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented by one or more global securities or in street name, you should check with your own institution to find out:

•  how it handles securities payments and notices;

•  whether it imposes fees or charges;

•  how it would handle a request for the holders’ consent, if ever required;

•  whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;

•  how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and

•  if the securities are global securities, how the depositary’s rules and procedures will affect these matters.

Global Securities

A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.

Each security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, DTC will be the depositary for all global securities issued under this prospectus.

A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under “— Special Situations when a Global Security will be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.

If the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.

Special Considerations for Global Securities

As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

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If securities are issued only as global securities, an investor should be aware of the following:

•  An investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;

•  An investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;

•  An investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;

•  An investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

•  The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security. We and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way;

•  The depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and

•  Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

Special Situations when a Global Security will be Terminated

In a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.

A global security will terminate when the following special situations occur:

•  if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;

•  if we notify any applicable trustee that we wish to terminate that global security; or

•  if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.

The prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.

PLAN OF DISTRIBUTION

We may sell securities pursuant to this prospectus in or outside the United States:

•  to the public through a group of underwriters managed or co-managed by one or more underwriters or dealers,

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•  through one or more agents,

•  directly to one or more purchasers, including our existing stockholders in a rights offering or

•  through a combination of any such methods of sale.

The prospectus supplement relating to any offering of securities will include the following information:

•  the terms of the offering;

•  the names of any underwriters, dealers or agents;

•  the name or names of any managing underwriter or underwriters;

•  the purchase price of the securities from us;

•  the net proceeds to us from the sale of the securities;

•  any delayed delivery arrangements;

•  any over-allotment options under which underwriters may purchase additional securities from us;

•  any agency fees, underwriting discounts, commissions and other items constituting agents’ or underwriters’ compensation;

•  any initial public offering price;

•  any discounts or concessions allowed or reallowed or paid to dealers;

•  any commissions paid to agents; and

•  any securities exchanges or markets on which the securities may be listed.

We may distribute securities from time to time in one or more transactions (a) at a fixed price or prices, which may be changed, (b) at market prices prevailing at the time of sale, (c) at prices related to those prevailing market prices or (d) at negotiated prices.

Sales Through Underwriters or Dealers

If we use underwriters in the sale, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

If we use dealers in the sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale.

Direct Sales and Sales Through Agents

We may sell the securities directly. In this case, no underwriters or agents would be involved. We may sell securities upon the exercise of rights that we may issue to our security holders. We may also sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities.

We may sell the securities through agents we designate from time to time. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

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Delayed Delivery Contracts

If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

Other Means of Distribution

Securities may also be offered and sold, if we so indicate in the applicable prospectus supplement, by one or more firms, or remarketing firms, acting as principals for their own accounts or as our agents in connection with a remarketing of such securities following their purchase or redemption or otherwise. Remarketing firms may be deemed to be underwriters under the Securities Act in connection with the securities they remarket.

With or without the involvement of agents, underwriters, dealers, remarketing firms or other third parties, we may utilize the Internet or other electronic bidding or ordering systems for the pricing and allocation of securities. Such a system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us. The use of such a system may affect the price or other terms at which such securities are sold. The final offering price at which securities would be sold, and the allocation of securities among bidders, would be based in whole or in part on the results of the bidding process or auction. Many variations of the Internet auction or pricing and allocating systems are likely to be developed in the future, and we may utilize such systems in connection with the sale of securities. We will describe in the applicable prospectus supplement how any auction or bidding process will be conducted to determine the price or any other terms of the securities, how potential investors may participate in the process and, where applicable, the nature of the obligations of any agent, underwriter, dealer or remarketing firm with respect to the auction or ordering system.

Derivative Transactions and Hedging

We may enter into derivative or other hedging transactions involving the securities with third parties, or sell securities not covered by the prospectus to third parties in privately-negotiated transactions. If we so indicate in the applicable prospectus supplement, in connection with those derivative transactions, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions, or may lend securities in order to facilitate short sale transactions by others. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivative or hedging transactions to close out any related open borrowings of securities. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment to the registration statement of which this prospectus is a part).

We may effect sales of securities in connection with forward sale, option or other types of agreements with third parties. Any distribution of securities pursuant to any forward sale agreement may be effected from time to time in one or more transactions that may take place through a stock exchange, including block trades or ordinary broker’s transactions, or through broker-dealers acting either as principal or agent, or through privately-negotiated transactions, or through an underwritten public offering, or through a combination of any such methods of sale, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices or at negotiated or fixed prices.

We may loan or pledge securities to third parties that in turn may sell the securities using this prospectus and the applicable prospectus supplement or, if we default in the case of a pledge, may offer and sell the securities from time to time using this prospectus and the applicable prospectus supplement. Such third parties may transfer their short positions to investors in our securities or in connection with a concurrent offering of other securities offered by this prospectus and the applicable prospectus supplement or otherwise.

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General Information

Until the distribution of the securities is completed, rules of the SEC may limit the ability of underwriters and other participants in the offering to bid for and purchase the securities. As an exception to these rules, the underwriters in certain circumstances are permitted to engage in certain transactions that stabilize the price of the securities. These transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the securities in connection with the offering, i.e., if they sell more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing securities in the open market. The underwriters also may impose a penalty bid on certain underwriters. This means that if the underwriters purchase the securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters who sold those securities as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security.

Unless the applicable prospectus supplement states otherwise, each series of securities will be a new issue of securities and will have no established trading market. We may elect to list any other series of securities on any exchange or market, but we are not obligated to do so. Any underwriters to whom the securities are sold for a public offering may make a market in those securities. However, those underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of, or the trading market for, any of the securities.

Any underwriters, agents, dealers or remarketing firms will be identified and their compensation described in a prospectus supplement.

We may have agreements with any underwriters, dealers, agents and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments they may be required to make.

Any underwriters, dealers, agents, remarketing firms and third parties may be customers of, engage in transactions with, or perform services for, AWA, US Airways Group, US Airways or our affiliates in the ordinary course of their business.

LEGAL MATTERS

Unless we tell you otherwise in the applicable prospectus supplement, the validity of the issuance of the securities offered hereby will be passed upon for AWA by McKenna Long & Aldridge LLP, Atlanta, Georgia and for any agents, underwriters or dealers by counsel named in the applicable prospectus supplement.

EXPERTS

America West Airlines, Inc.  The financial statements of AWA as of December 31, 2005 and 2004, and for each of the years in the three-year period ended December 31, 2005 have been incorporated by reference herein and in the registration statement of which this prospectus forms a part in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report of KPMG LLP, dated March 14, 2006, on the December 31, 2005 consolidated financial statements refers to a change in the method of accounting for major scheduled airframe, engine and certain component overhaul costs from the deferred method to the direct expense method in 2005.

17

PROSPECTUS

US AIRWAYS, INC.

Debt Securities

From time to time, we may offer the securities described in this prospectus separately or together in any combination, in one or more classes or series, in amounts, at prices and on terms that we will determine at the time of the offering.

We will provide specific terms of these offerings and securities in supplements to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.

Investing in our securities involves risks. You should carefully consider the information in the section entitled “Risk Factors” contained in our periodic reports filed with the Securities and Exchange Commission and incorporated by reference into this prospectus before you invest in any of our securities.

We may offer and sell the securities directly, through agents we select from time to time or to or through underwriters or dealers we select. If we use any agents, underwriters or dealers to sell the securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of those securities and the net proceeds we expect to receive from that sale will also be set forth in a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 4, 2006.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	2
WHERE YOU CAN FIND MORE INFORMATION	3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
OUR COMPANY	5
RATIO OF EARNINGS TO FIXED CHARGES	6
USE OF PROCEEDS	7
DESCRIPTION OF DEBT SECURITIES	7
LEGAL OWNERSHIP OF SECURITIES	12
PLAN OF DISTRIBUTION	15
LEGAL MATTERS	18
EXPERTS	18

Important Notice About the Information Presented In This Prospectus

You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should assume that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition and results of operations may have changed since then.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we are registering an unspecified amount of each class of the securities described in this prospectus, and we may sell any combination of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the prospectus supplement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information.”

The prospectus supplement will describe: the terms of the securities offered, any initial public offering price, the price paid to us for the securities, the net proceeds to us, the manner of distribution and any underwriting compensation, and the other specific material terms related to the offering of these securities. The prospectus supplement may also contain information, where applicable, about material United States federal income tax considerations relating to the securities. For more detail on the terms of the securities, you should read the exhibits filed with or incorporated by reference in our registration statement of which this prospectus forms a part.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified

2

in their entirety by the actual documents. Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.” Because we are a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, we may add to and offer additional securities, including secondary securities, by filing a prospectus supplement with the SEC at the time of the offer.

Throughout this prospectus, references to “US Airways, Inc.,” “US Airways,” the “Company,” “we,” “us” and “our” refer to US Airways, Inc., references to “US Airways Group” refer to US Airways Group, Inc., including its consolidated subsidiaries, references to “America West Holdings” refer to America West Holdings Corporation, a wholly owned subsidiary of US Airways Group, and references to “AWA” refer to America West Airlines, Inc., a wholly owned subsidiary of America West Holdings.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is a part of a registration statement on Form S-3 that we are filing with the SEC, but the registration statement includes additional information and also attaches exhibits that are referenced in this prospectus. You can review a copy of the registration statement through the SEC’s “EDGAR” System (Electronic Data Gathering, Analysis and Retrieval) available on the SEC’s web site at http://www.sec.gov.

We are required to publicly file certain information with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. All of our public filings are also available on EDGAR, including annual, quarterly and current reports, proxy statements, information statements and other information regarding us. You may also read and copy all of our public filings in the SEC’s Public Reference Room at Room 1580, 100 F Street NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. You can also find our SEC filings on our website at www.usairways.com. The information included on this website is not incorporated by reference into this prospectus.

This prospectus incorporates by reference some of the reports, proxy and information statements and other information that US Airways has filed with the SEC under the Exchange Act. This means that we are disclosing important business and financial information to you by referring you to those documents. The information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for information furnished under Items 2.02 or 7.01 of Form 8-K) until all of the securities offered by this prospectus are sold:

•  annual report of US Airways Group, US Airways and AWA on Form 10-K for the fiscal year ended December 31, 2005, filed with the SEC on March 15, 2006;

•  quarterly report of US Airways Group, US Airways and AWA on Form 10-Q for the quarterly period ended March 31, 2006, filed with the SEC on May 9, 2006;

•  quarterly report of US Airways Group, US Airways and AWA on Form 10-Q for the quarterly period ended June 30, 2006, filed with the SEC on July 27, 2006; and

•  current reports of US Airways Group, US Airways and AWA on Form 8-K filed with the SEC on January 23, 2006, February 23, 2006, March 15, 2006, March 24, 2006, March 28, 2006, March 29, 2006, April 6, 2006, April 10, 2006, April 10, 2006, April 17, 2006, April 19, 2006, June 2, 2006, June 29, 2006, August 30, 2006, September 14, 2006 and October 3, 2006.

3

You may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing or calling us at:

Corporate Secretary
US Airways, Inc.
111 West Rio Salado Parkway
Tempe, Arizona 85281
(480) 693-0800

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this prospectus and in the documents incorporated by reference in this prospectus contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “indicate,” “anticipate,” “believe,” “forecast,” “estimate,” “plan,” “guidance,” “outlook,” “could,” “should,” “continue” and similar terms used in connection with statements regarding the outlook of US Airways. These statements include, but are not limited to, statements about expected fuel costs, the revenue and pricing environment, our expected financial performance and operations, future financing plans and needs, overall economic conditions and the benefits of the business combination transaction involving America West Holdings and US Airways Group, including future financial and operating results and the combined companies’ plans, objectives, expectations and intentions. Other forward-looking statements that do not relate solely to historical facts include, without limitation, statements that discuss the possible future effects of current known trends or uncertainties or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties that could cause our actual results and financial position to differ materially from our expectations. These risks and uncertainties include, but are not limited to, the following:

•  the impact of high fuel costs, significant disruptions in the supply of aircraft fuel and further significant increases in fuel prices;

•  our ability to obtain and maintain any necessary financing for operations and other purposes (including compliance with financial covenants);

•  our ability to maintain adequate liquidity;

•  our ability to integrate our operations following the merger between US Airways Group and America West Holdings;

•  the impact of general economic conditions;

•  relations with unionized employees generally and the impact and outcome of ongoing labor negotiations;

•  the impact of global instability including the potential impact of current and future hostilities, terrorist attacks, infectious disease outbreaks or other global events that affect travel behavior;

•  changes in prevailing interest rates;

•  potential failures or disruptions of our computer, communications or other technology systems;

•  our ability to obtain and maintain commercially reasonable terms with vendors and service providers, and our reliance on those vendors and service providers;

•  security-related and insurance costs;

•  government legislation and regulation of our operations;

•  competitive practices in the industry, including significant fare restructuring activities by major airlines;

•  the impact of the resolution of remaining claims in US Airways Group’s Chapter 11 proceedings;

•  interruptions or disruptions in service at one or more of our hub airports;

4

•  our ability to attract and retain qualified personnel;

•  our ability to attract and retain customers;

•  labor costs;

•  the cyclical nature of the airline industry;

•  weather conditions;

•  our ability to fund and execute our business plan following the Chapter 11 proceedings and the merger;

•  and other risks and uncertainties listed from time to time in our reports to the SEC.

There may be other factors not identified above of which we are not currently aware that may affect matters discussed in the forward-looking statements, and may also cause actual results to differ materially from those discussed. All forward-looking statements are based on information currently available to us. We assume no obligation to publicly update or revise any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting such estimates, except as required by law.

Additional information about these and other factors that may affect our future results are set forth in the section entitled “Risk Factors” in our periodic reports filed with the SEC, including but not limited to our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006 and our Annual Report on Form 10-K for the year ended December 31, 2005.

You should carefully read this prospectus, any prospectus supplement, and the documents incorporated by reference in their entirety. They contain information that you should consider when making your investment decision.

OUR COMPANY

US Airways is a certificated air carrier engaged primarily in the business of transporting passengers, property and mail, and is a wholly owned subsidiary of US Airways Group. Prior to September 27, 2005, we were the principal operating subsidiary of our parent, US Airways Group, and we accounted for substantially all of US Airways Group’s consolidated operating revenues. As described below, on September 27, 2005, US Airways Group merged with America West Holdings.

US Airways, along with a network of US Airways Group’s regional airline subsidiaries, US Airways’ MidAtlantic division and affiliated carriers flying as US Airways Express, was a hub-and-spoke carrier with a substantial presence in the Eastern United States and with service to Canada, the Caribbean, Latin America and Europe. Effective May 27, 2006, the transfer of certain MidAtlantic assets to Republic Airways was complete and Republic Airways assumed the operation of the aircraft as a US Airways affiliate Express carrier. US Airways had approximately 42 million passengers boarding its planes in 2005 and was the seventh largest U.S. air carrier based on available seat miles, or ASMs, and revenue passenger miles, or RPMs. As of June 30, 2006, US Airways had 224 jet aircraft.

On September 12, 2004, US Airways Group and its domestic subsidiaries, US Airways, Piedmont Airlines, Inc., PSA Airlines, Inc. and Material Services Company, Inc., which at the time accounted for substantially all of the operations of US Airways Group, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division. On May 19, 2005, US Airways Group signed a merger agreement with America West Holdings pursuant to which America West Holdings merged with a wholly owned subsidiary of US Airways Group. The merger agreement was amended by a letter agreement on July 7, 2005. The merger became effective upon US Airways Group’s emergence from bankruptcy on September 27, 2005.

Following the merger, US Airways Group began moving toward operating under the single brand name of “US Airways” through its two principal subsidiaries: US Airways and AWA. US Airways Group expects to integrate the two principal subsidiaries into one operation over the first 24 months following the merger. As a result of the merger, US Airways Group, through its two principal operating subsidiaries, operates the fifth largest airline

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in the United States as measured by domestic RPMs and ASMs. US Airways Group has primary hubs in Charlotte, Philadelphia and Phoenix and secondary hubs/focus cities in Pittsburgh, Las Vegas, New York, Washington, D.C. and Boston. US Airways Group is a low-cost carrier offering scheduled passenger service on approximately 4,000 flights daily to more than 225 communities in the U.S., Canada, the Caribbean, Latin America and Europe, making it the only low-cost carrier with a significant international route presence. Starting in December 2005, US Airways Group expanded its route network to include Hawaii. As of June 30, 2006, US Airways Group’s two principal subsidiaries operate 359 mainline jets and are supported by its regional airline subsidiaries and affiliates operating as US Airways Express. As discussed above, US Airways’ MidAtlantic division ceased operations during the second quarter of 2006.

We are a Delaware corporation, and our principal executive offices are located at 111 West Rio Salado Parkway, Tempe, Arizona 85281. Our telephone number is (480) 693-0800. For additional information on US Airways, see “Where You Can Find More Information.”

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for the six months ended June 30, 2006 and for each of the periods in the five years ended December 31, 2005. The data presented in this table has been derived from and should be read in conjunction with our audited financial statements incorporated by reference from our annual report on Form 10-K for the year ended December 31, 2005 and our quarterly report on Form 10-Q for the quarter ended June 30, 2006.

Successor Company(b)

Predecessor Company(b)

Six Months

Three Months

Nine Months

Nine Months

Three Months

Ended

Ended

Ended

Year Ended

Ended

Ended

Years Ended

June 30,

December 31,

September 30,

December 31,

December 31,

March 31,

December 31,

2006

2005

2005

2004

2003

2003

2002

2001

Ratio of earnings to fixed charges

2.12

(a)

1.71

(a)

(a)

13.41

(a)

(a)

(a)

Earnings for the three months ended December 31, 2005, the year ended December 31, 2004, the nine months ended December 31, 2003 and the years ended December 31, 2002 and 2001 were not sufficient to cover fixed charges by $121 million, $590 million, $154 million, $1.92 billion and $1.80 billion, respectively.

(b)

In connection with emergence from the first bankruptcy in March 2003 and the second bankruptcy in September 2005, US Airways adopted fresh-start reporting in accordance with AICPA Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” As a result of the application of fresh-start reporting, the financial statements for the periods prior to March 31, 2003 are not comparable with the financial statements for the period April 1, 2003 to September 27, 2005, nor are any of such periods comparable to periods after September 27, 2005. References to “Successor Company” refer to US Airways following the application of fresh-start reporting upon emergence from the second bankruptcy, and references to “Predecessor Company” refer to US Airways prior to the application of fresh-start reporting upon emergence from the second bankruptcy.

For purposes of the table, “earnings” consists of income (loss) before income taxes and cumulative effect of change in accounting principle plus fixed charges less capitalized interest. Fixed charges consist of interest expense including amortization of debt discount and issuance costs, and one third of rent expense, which is deemed to be representative of an interest factor, and capitalized interest.

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USE OF PROCEEDS

Unless otherwise provided in a prospectus supplement, we currently intend to use the net proceeds from the sale of our securities under this prospectus for our general corporate purposes.

DESCRIPTION OF DEBT SECURITIES

The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus.

While the terms we have summarized below will generally apply to any future debt securities we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any particular series of debt securities may differ from the description provided below as a result of negotiations with third parties in connection with the issuance of those securities, as well as for other reasons. Because the terms of any debt securities we offer under a prospectus supplement may differ from the terms we describe below, you should rely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus.

We will issue debt securities, whether senior or subordinated, under an indenture, which we will enter into with the trustee named in the indenture. We have filed a form of the indenture as an exhibit to the registration statement of which this prospectus is a part.

The indenture will be qualified under the Trust Indenture Act of 1939. We use the term “trustee” to refer to the trustee for any debt securities we issue, whether senior or subordinated.

The following summaries of material provisions of the debt securities and the indenture are subject to, and qualified in their entirety by reference to, all the provisions of the indenture and any supplement thereto. We urge you to read the prospectus supplements related to the debt securities that we sell under this prospectus, as well as the complete indenture that contains the terms of the debt securities and defines your rights as a security holder.

General

We will describe in the applicable prospectus supplement the terms relating to a series of debt securities, including:

•  the title;

•  the principal amount being offered, and, if a series, the total amount authorized and the total amount outstanding;

•  any limit on the amount that may be issued;

•  whether or not we will issue the series of debt securities in global form and, if so, the terms and who the depositary will be;

•  the maturity date;

•  the principal amount due at maturity, and whether the debt securities will be issued with any original issue discount;

•  whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;

•  the annual interest rate, which may be fixed or variable, or the method for determining the rate, the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;

•  whether or not the debt securities will be secured or unsecured, and the terms of any secured debt;

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•  the terms of the subordination of any series of subordinated debt;

•  the form and terms of any guarantee of any debt securities;

•  the place where payments will be payable;

•  restrictions on transfer, sale or other assignment, if any;

•  our right, if any, to defer payment of interest and the maximum length of any such deferral period;

•  the date, if any, after which, the conditions upon which, and the price at which we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions, and any other applicable terms of those redemption provisions;

•  provisions for a sinking fund purchase or other analogous fund, if any;

•  the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities;

•  whether the indenture will restrict our ability and/or the ability of our subsidiaries to:

•  incur additional indebtedness;

•  issue additional securities;

•  create liens;

•  pay dividends, make distributions in respect of our capital stock and the capital stock of our subsidiaries or transfer assets;

•  redeem capital stock;

•  make investments or other restricted payments;

•  sell or otherwise dispose of assets;

•  enter into sale-leaseback transactions;

•  engage in transactions with stockholders and affiliates;

•  issue or sell stock of our subsidiaries; or

•  effect a consolidation or merger;

•  whether the indenture will require us to maintain any interest coverage, fixed charge, cash flow-based, asset-based or other financial ratios;

•  a discussion of any material or special United States federal income tax considerations applicable to the debt securities;

•  information describing any book-entry features;

•  the procedures for any auction and remarketing, if any;

•  the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof;

•  if other than dollars, the currency in which the series of debt securities will be denominated; and

•  any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, including any events of default that are in addition to those described in this prospectus or any covenants provided with respect to the debt securities that are in addition to those described above, and any terms which may be required by us or advisable under applicable laws or regulations or advisable in connection with the marketing of the debt securities.

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Consolidation, Merger or Sale

The indenture in the form initially filed as an exhibit to the registration statement of which this prospectus is a part does not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor of ours or acquiror of such assets must assume all of our obligations under the indenture and the debt securities.

Events of Default Under the Indenture

The following are events of default under the indenture with respect to any series of debt securities that we may issue:

•  if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferred;

•  if we fail to pay the principal, or premium, if any, when due and payable and the time for payment has not been extended or delayed;

•  if we fail to observe or perform any other covenant contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and

•  if specified events of bankruptcy, insolvency or reorganization occur.

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding will be due and payable without any notice or other action on the part of the trustee or any holder.

The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture.

Subject to the terms of the indenture, if an event of default under the indenture occurs and is continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

•  the direction so given by the holder is not in conflict with any law or the indenture; and

•  subject to its duties under the Trust Indenture Act of 1939, the trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.

A holder of the debt securities of any series will only have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies if:

•  the holder has given written notice to the trustee of a continuing event of default with respect to that series;

•  the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and those holders have offered reasonable indemnity to the trustee to institute the proceeding as trustee; and

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•  the trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of that series other conflicting directions within 90 days after the notice, request and offer.

These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.

We will periodically file statements with the trustee regarding our compliance with specified covenants in the indenture.

Modification of Indenture; Waiver

We and the trustee may change the indenture without the consent of any holders with respect to certain specific matters, including:

•  to fix any ambiguity, defect or inconsistency in the indenture;

•  to comply with the provisions described above under “— Consolidation, Merger or Sale”;

•  to comply with any requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act of 1939;

•  to evidence and provide for the acceptance of appointment hereunder by a successor trustee;

•  to provide for uncertificated debt securities and to make all appropriate changes for that purpose;

•  to add to, delete from, or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issuance, authorization and delivery of debt securities or any series;

•  to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default, or to surrender any of our rights or powers under the indenture; or

•  to change anything that does not materially adversely affect the interests of any holder of debt securities of any series.

In addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:

•  extending the fixed maturity of the series of debt securities;

•  reducing the principal amount, reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any debt securities; or

•  reducing the percentage of debt securities, the holders of which are required to consent to any supplemental indenture.

Discharge

The indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for obligations to:

•  register the transfer or exchange of debt securities of the series;

•  replace stolen, lost or mutilated debt securities of the series;

•  maintain paying agencies;

•  hold monies for payment in trust;

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•  recover excess money held by the trustee;

•  compensate and indemnify the trustee; and

•  appoint any successor trustee.

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, known as DTC, or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal Ownership of Securities” for a further description of the terms relating to any book-entry securities.

At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

•  issue, register the transfer of, or exchange any debt securities of any series being redeemed in part during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

•  register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.

Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of default under the indenture, undertakes to perform only those duties as are specifically set forth in the indenture. Upon an event of default under the indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

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Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that, unless we otherwise indicate in the applicable prospectus supplement, we may make interest payments by check, which we will mail to the holder, or by wire transfer to certain holders. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

The indenture and the debt securities will be governed by and construed in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act of 1939 is applicable.

Subordination of Subordinated Debt Securities

Any subordinated debt securities will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The indenture in the form initially filed as an exhibit to the registration statement of which this prospectus is a part does not limit the amount of indebtedness which we may incur, including senior indebtedness or subordinated indebtedness, and does not limit us from issuing any other debt, including secured debt or unsecured debt.

Guarantees

Our payment obligations under any series of debt securities may be guaranteed by US Airways Group and AWA. The terms of any such guarantee will be set forth in the applicable prospectus supplement.

LEGAL OWNERSHIP OF SECURITIES

We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered on the books in their own names that we or any applicable trustee or depositary or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.

Book-Entry Holders

We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

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Only the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered in the name of the depositary. Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

As a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders, of the securities.

Street Name Holders

We may terminate global securities or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

For securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.

Legal Holders

Our obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.

For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice, even if that holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders, but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the holders contact the indirect holders is up to the holders.

Special Considerations for Indirect Holders

If you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented by one or more global securities or in street name, you should check with your own institution to find out:

•  how it handles securities payments and notices;

•  whether it imposes fees or charges;

•  how it would handle a request for the holders’ consent, if ever required;

•  whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;

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•  how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and

•  if the securities are global securities, how the depositary’s rules and procedures will affect these matters.

Global Securities

A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.

Each security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, DTC will be the depositary for all global securities issued under this prospectus.

A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under “— Special Situations when a Global Security will be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.

If the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.

Special Considerations for Global Securities

As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

If securities are issued only as global securities, an investor should be aware of the following:

•  An investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;

•  An investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;

•  An investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;

•  An investor may not be able to pledge his or her interest in the global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

•  The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in the global security. We and any applicable trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way;

•  The depositary may, and we understand that DTC will, require that those who purchase and sell interests in the global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and

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•  Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in the global security, may also have their own policies affecting payments, notices and other matters relating to the securities. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

Special Situations when a Global Security will be Terminated

In a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.

A global security will terminate when the following special situations occur:

•  if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;

•  if we notify any applicable trustee that we wish to terminate that global security; or

•  if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.

The prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.

PLAN OF DISTRIBUTION

We may sell securities pursuant to this prospectus in or outside the United States:

•  to the public through a group of underwriters managed or co-managed by one or more underwriters or dealers,

•  through one or more agents,

•  directly to one or more purchasers, including our existing stockholders in a rights offering or

•  through a combination of any such methods of sale.

The prospectus supplement relating to any offering of securities will include the following information:

•  the terms of the offering;

•  the names of any underwriters, dealers or agents;

•  the name or names of any managing underwriter or underwriters;

•  the purchase price of the securities from us;

•  the net proceeds to us from the sale of the securities;

•  any delayed delivery arrangements;

•  any over-allotment options under which underwriters may purchase additional securities from us;

•  any agency fees, underwriting discounts, commissions and other items constituting agents’ or underwriters’ compensation;

•  any initial public offering price;

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•  any discounts or concessions allowed or reallowed or paid to dealers;

•  any commissions paid to agents; and

•  any securities exchanges or markets on which the securities may be listed.

We may distribute securities from time to time in one or more transactions (a) at a fixed price or prices, which may be changed, (b) at market prices prevailing at the time of sale, (c) at prices related to those prevailing market prices or (d) at negotiated prices.

Sales Through Underwriters or Dealers

If we use underwriters in the sale, the underwriters will acquire the securities for their own account. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.

If we use dealers in the sale of securities, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale.

Direct Sales and Sales Through Agents

We may sell the securities directly. In this case, no underwriters or agents would be involved. We may sell securities upon the exercise of rights that we may issue to our security holders. We may also sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities.

We may sell the securities through agents we designate from time to time. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

Delayed Delivery Contracts

If we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

Other Means of Distribution

Securities may also be offered and sold, if we so indicate in the applicable prospectus supplement, by one or more firms, or remarketing firms, acting as principals for their own accounts or as our agents in connection with a remarketing of such securities following their purchase or redemption or otherwise. Remarketing firms may be deemed to be underwriters under the Securities Act in connection with the securities they remarket.

With or without the involvement of agents, underwriters, dealers, remarketing firms or other third parties, we may utilize the Internet or other electronic bidding or ordering systems for the pricing and allocation of securities. Such a system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us. The use of such a system may affect the price or other terms at which such securities are sold. The final offering price at which securities would be sold, and the allocation of securities among bidders, would be based in whole or in part on the results of the bidding process or auction. Many variations of the Internet auction or pricing and allocating systems are likely to be developed in the future, and we may utilize such systems in connection with the sale of securities. We will describe in the applicable prospectus

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supplement how any auction or bidding process will be conducted to determine the price or any other terms of the securities, how potential investors may participate in the process and, where applicable, the nature of the obligations of any agent, underwriter, dealer or remarketing firm with respect to the auction or ordering system.

Derivative Transactions and Hedging

We may enter into derivative or other hedging transactions involving the securities with third parties, or sell securities not covered by the prospectus to third parties in privately-negotiated transactions. If we so indicate in the applicable prospectus supplement, in connection with those derivative transactions, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions, or may lend securities in order to facilitate short sale transactions by others. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of securities, and may use securities received from us in settlement of those derivative or hedging transactions to close out any related open borrowings of securities. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment to the registration statement of which this prospectus is a part).

We may effect sales of securities in connection with forward sale, option or other types of agreements with third parties. Any distribution of securities pursuant to any forward sale agreement may be effected from time to time in one or more transactions that may take place through a stock exchange, including block trades or ordinary broker’s transactions, or through broker-dealers acting either as principal or agent, or through privately-negotiated transactions, or through an underwritten public offering, or through a combination of any such methods of sale, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices or at negotiated or fixed prices.

We may loan or pledge securities to third parties that in turn may sell the securities using this prospectus and the applicable prospectus supplement or, if we default in the case of a pledge, may offer and sell the securities from time to time using this prospectus and the applicable prospectus supplement. Such third parties may transfer their short positions to investors in our securities or in connection with a concurrent offering of other securities offered by this prospectus and the applicable prospectus supplement or otherwise.

General Information

Until the distribution of the securities is completed, rules of the SEC may limit the ability of underwriters and other participants in the offering to bid for and purchase the securities. As an exception to these rules, the underwriters in certain circumstances are permitted to engage in certain transactions that stabilize the price of the securities. These transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the securities. If the underwriters create a short position in the securities in connection with the offering, i.e., if they sell more securities than are set forth on the cover page of the applicable prospectus supplement, the underwriters may reduce that short position by purchasing securities in the open market. The underwriters also may impose a penalty bid on certain underwriters. This means that if the underwriters purchase the securities in the open market to reduce the underwriters’ short position or to stabilize the price of the securities, they may reclaim the amount of the selling concession from the underwriters who sold those securities as part of the offering. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security.

Unless the applicable prospectus supplement states otherwise, each series of securities will be a new issue of securities and will have no established trading market. We may elect to list any other series of securities on any exchange or market, but we are not obligated to do so. Any underwriters to whom the securities are sold for a public offering may make a market in those securities. However, those underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of, or the trading market for, any of the securities.

Any underwriters, agents, dealers or remarketing firms will be identified and their compensation described in a prospectus supplement.

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We may have agreements with any underwriters, dealers, agents and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments they may be required to make.

Any underwriters, dealers, agents, remarketing firms and third parties may be customers of, engage in transactions with, or perform services for, US Airways, US Airways Group, AWA or our affiliates in the ordinary course of their business.

LEGAL MATTERS

Unless we tell you otherwise in the applicable prospectus supplement, the validity of the issuance of the securities offered hereby will be passed upon for US Airways by McKenna Long & Aldridge LLP, Atlanta, Georgia and for any agents, underwriters or dealers by counsel named in the applicable prospectus supplement.

EXPERTS

US Airways, Inc.  The financial statements of US Airways as of December 31, 2005 for the Successor Company and December 31, 2004 for the Predecessor Company, the three months ended December 31, 2005 for the Successor Company, the nine months ended September 30, 2005, the year ended December 31, 2004, the nine months ended December 31, 2003 for the Predecessor Company, and the three months ended March 31, 2003 for the prior Predecessor Company, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, have been incorporated by reference herein and in the registration statement of which this prospectus forms a part in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report of KPMG LLP, dated March 14, 2006, on the 2005 financial statements refers to the adoption of fresh-start reporting pursuant to Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” as of September 27, 2005 and March 31, 2003. As a result, the financial statements of the Successor Company are presented on a different basis from those of the Predecessor Company and, therefore, are not comparable in all respects.

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PROSPECTUS

AMERICA WEST AIRLINES, INC.

Pass Through Certificates

Pass through trusts that we form may offer for sale pass through certificates from time to time under this prospectus and one or more prospectus supplements. Each pass through certificate will represent an interest in a pass through trust. The property of the pass through trust will include equipment notes issued by:

•  one or more owner trustees, on a non-recourse basis, to finance or refinance a portion of the purchase price of aircraft that have been or will be leased to us as part of a leveraged lease transaction; or

•  AWA to finance or refinance all or a portion of the purchase price of aircraft owned or to be purchased by us.

The pass through certificates will not represent interests in or obligations of AWA or any of our affiliates.

Equipment notes issued by any owner trustee will be without recourse to us. For each aircraft, we or the owner trustee will issue one or more equipment notes with an interest rate, final maturity date and ranking of priority of payment described in a prospectus supplement.

The pass through trustee will distribute to the holders of pass through certificates the interest paid on the equipment notes held in the related pass through trust on the dates and at the rates indicated in a prospectus supplement. Holders of pass through certificates will also receive distributions of the principal paid on the equipment notes in scheduled amounts and on dates specified in a prospectus supplement. Unless otherwise indicated in a prospectus supplement, we will not list the pass through certificates on any national securities exchange.

To the extent stated in the applicable prospectus supplement, our payment obligations in respect of any equipment notes or the leases related to any equipment notes will be fully and unconditionally guaranteed by our parent corporation, US Airways Group, Inc.

We will describe the specific terms of a particular series of pass through certificates in a supplement to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any pass through certificates unless accompanied by a prospectus supplement.

Investing in our securities involves risks. You should carefully consider the information in the section entitled “Risk Factors” contained in our periodic reports filed with the Securities and Exchange Commission and incorporated by reference into this prospectus before you invest in any of our securities.

We may offer and sell the pass through certificates directly, through agents we select from time to time or to or through underwriters, dealers or other third parties we select. If we use any agents, underwriters or dealers to sell the pass through certificates, we will name them and describe their compensation in a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 4, 2006.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	2
WHERE YOU CAN FIND MORE INFORMATION	3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
OUR COMPANY	5
RATIO OF EARNINGS TO FIXED CHARGES	6
USE OF PROCEEDS	6
LEGAL MATTERS	7
EXPERTS	7

Important Notice About the Information Presented In This Prospectus

You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should assume that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition and results of operations may have changed since then.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we are registering an unspecified amount of pass through certificates, and we may sell the pass through certificates in one or more offerings. Each time we use this prospectus to offer pass through certificates, we will provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the prospectus supplement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information.”

The prospectus supplement will describe: the terms of the series of pass through certificates offered, pricing information, the manner of distribution and any underwriting compensation, and the other specific material terms related to the offering of these pass through certificates. The prospectus supplement may also contain information about material United States federal income tax considerations relating to the pass through certificates. For more detail on the terms of the pass through certificates, you should read the exhibits filed with or incorporated by reference in our registration statement of which this prospectus forms a part.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

2

Because we are a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, we may add to and offer additional securities, including secondary securities, by filing a prospectus supplement with the SEC at the time of the offer.

Throughout this prospectus, references to “AWA,” the “Company,” “we,” “us” and “our” refer to America West Airlines, Inc., references to “US Airways Group” refer to US Airways Group, Inc., including its consolidated subsidiaries, references to “America West Holdings” refer to America West Holdings Corporation, a wholly owned subsidiary of US Airways Group, and references to “US Airways” refer to US Airways, Inc., a wholly owned subsidiary of US Airways Group.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is a part of a registration statement on Form S-3 that we are filing with the SEC, but the registration statement includes additional information and also attaches exhibits that are referenced in this prospectus. You can review a copy of the registration statement through the SEC’s “EDGAR” System (Electronic Data Gathering, Analysis and Retrieval) available on the SEC’s web site at http://www.sec.gov.

We are required to publicly file certain information with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. All of our public filings are also available on EDGAR, including annual, quarterly and current reports, proxy statements, information statements and other information regarding us. You may also read and copy all of our public filings in the SEC’s Public Reference Room at Room 1580, 100 F Street NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. You can also find our SEC filings on our website at www.usairways.com. The information included on this website is not incorporated by reference into this prospectus.

This prospectus incorporates by reference some of the reports, proxy and information statements and other information that AWA has filed with the SEC under the Exchange Act. This means that we are disclosing important business and financial information to you by referring you to those documents. The information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for information furnished under Items 2.02 or 7.01 of Form 8-K) until all of the securities offered by this prospectus are sold:

•  annual report of US Airways Group, US Airways and AWA on Form 10-K for the fiscal year ended December 31, 2005, filed with the SEC on March 15, 2006;

•  quarterly report of US Airways Group, US Airways and AWA on Form 10-Q for the quarterly period ended March 31, 2006, filed with the SEC on May 9, 2006;

•  quarterly report of US Airways Group, US Airways and AWA on Form 10-Q for the quarterly period ended June 30, 2006, filed with the SEC on July 27, 2006; and

•  current reports of US Airways Group, US Airways and AWA on Form 8-K filed with the SEC on January 23, 2006, February 23, 2006, March 15, 2006, March 24, 2006, March 28, 2006, March 29, 2006, April 6, 2006, April 10, 2006, April 10, 2006, April 17, 2006, April 19, 2006, June 2, 2006, June 29, 2006, August 30, 2006, September 14, 2006 and October 3, 2006.

You may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing or calling us at:

Corporate Secretary
America West Airlines, Inc.
4000 East Sky Harbor Blvd.
Phoenix, Arizona 85034
(480) 693-0800

3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this prospectus and in the documents incorporated by reference in this prospectus contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “indicate,” “anticipate,” “believe,” “forecast,” “estimate,” “plan,” “guidance,” “outlook,” “could,” “should,” “continue” and similar terms used in connection with statements regarding the outlook of AWA. These statements include, but are not limited to, statements about expected fuel costs, the revenue and pricing environment, our expected financial performance and operations, future financing plans and needs, overall economic conditions and the benefits of the business combination transaction involving America West Holdings and US Airways Group, including future financial and operating results and the combined companies’ plans, objectives, expectations and intentions. Other forward-looking statements that do not relate solely to historical facts include, without limitation, statements that discuss the possible future effects of current known trends or uncertainties or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties that could cause our actual results and financial position to differ materially from our expectations. These risks and uncertainties include, but are not limited to, the following:

•  the impact of high fuel costs, significant disruptions in the supply of aircraft fuel and further significant increases in fuel prices;

•  our ability to obtain and maintain any necessary financing for operations and other purposes (including compliance with financial covenants);

•  our ability to maintain adequate liquidity;

•  our ability to integrate our operations following the merger between US Airways Group and America West Holdings;

•  the impact of general economic conditions;

•  relations with unionized employees generally and the impact and outcome of ongoing labor negotiations;

•  the impact of global instability including the potential impact of current and future hostilities, terrorist attacks, infectious disease outbreaks or other global events that affect travel behavior;

•  changes in prevailing interest rates;

•  potential failures or disruptions of our computer, communications or other technology systems;

•  our ability to obtain and maintain commercially reasonable terms with vendors and service providers, and our reliance on those vendors and service providers;

•  security-related and insurance costs;

•  government legislation and regulation of our operations;

•  competitive practices in the industry, including significant fare restructuring activities by major airlines;

•  the impact of the resolution of remaining claims in US Airways Group’s Chapter 11 proceedings;

•  interruptions or disruptions in service at one or more of our hub airports;

•  our ability to attract and retain qualified personnel;

•  our ability to attract and retain customers;

•  labor costs;

•  the cyclical nature of the airline industry;

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•  weather conditions;

•  our ability to fund and execute our business plan following the Chapter 11 proceedings and the merger;

•  and other risks and uncertainties listed from time to time in our reports to the SEC.

There may be other factors not identified above of which we are not currently aware that may affect matters discussed in the forward-looking statements, and may also cause actual results to differ materially from those discussed. All forward-looking statements are based on information currently available to us. We assume no obligation to publicly update or revise any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting such estimates, except as required by law.

Additional information about these and other factors that may affect our future results are set forth in the section entitled “Risk Factors” in our periodic reports filed with the SEC, including but not limited to our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006 and our Annual Report on Form 10-K for the year ended December 31, 2005.

You should carefully read this prospectus, any prospectus supplement, and the documents incorporated by reference in their entirety. They contain information that you should consider when making your investment decision.

OUR COMPANY

AWA is the wholly owned subsidiary of America West Holdings and the indirect wholly owned subsidiary of US Airways Group. AWA accounted for most of America West Holdings’ revenues and expenses prior to the merger with US Airways Group in September 2005. On May 19, 2005, US Airways Group signed a merger agreement with America West Holdings pursuant to which America West Holdings agreed to merge with a wholly owned subsidiary of US Airways Group. The merger agreement was amended by a letter agreement on July 7, 2005. On September 27, 2005, the merger became effective. Prior to the merger AWA had approximately 22 million passengers boarding its planes in 2005, and was the eighth largest passenger airline and the second largest low-cost carrier in the United States based on 2005 operating revenues and available seat miles, or ASMs, and revenue passenger miles, or RPMs. AWA was the largest low-cost carrier operating a hub-and-spoke network before the merger, with hubs in both Phoenix and Las Vegas. As of June 30, 2006, AWA had 135 jet aircraft.

Following the merger, US Airways Group began moving toward operating under the single brand name of “US Airways” through its two principal subsidiaries: US Airways and AWA. US Airways Group expects to integrate the two principal subsidiaries into one operation over the first 24 months following the merger. As a result of the merger, US Airways Group, through its two principal operating subsidiaries, operates the fifth largest airline in the United States as measured by domestic RPMs and ASMs. US Airways Group has primary hubs in Charlotte, Philadelphia and Phoenix and secondary hubs/focus cities in Pittsburgh, Las Vegas, New York, Washington, D.C. and Boston. US Airways Group is a low-cost carrier offering scheduled passenger service on approximately 4,000 flights daily to more than 225 communities in the U.S., Canada, the Caribbean, Latin America and Europe, making it the only low-cost carrier with a significant international route presence. Starting in December 2005, US Airways Group expanded its route network to include Hawaii. As of June 30, 2006, US Airways Group’s two principal subsidiaries operate 359 mainline jets and are supported by its regional airline subsidiaries and affiliates operating as US Airways Express.

We are a Delaware corporation, and our principal executive offices are located at 4000 East Sky Harbor Blvd., Phoenix, Arizona 85034. Our telephone number is (480) 693-0800. For additional information on AWA, see “Where You Can Find More Information.”

5

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for the six months ended June 30, 2006 and for each of the periods in the five years ended December 31, 2005. The data presented in this table has been derived from and should be read in conjunction with our audited financial statements incorporated by reference from our annual report on Form 10-K for the year ended December 31, 2005 and our quarterly report on Form 10-Q for the quarter ended June 30, 2006.

	Six Months
	Ended June 30,		Years Ended December 31,
	2006		2005		2004		2003		2002		2001
Ratio of earnings (loss) to fixed charges		2.12		(a)		(a)		1.26		(a)		(a)

(a) Earnings for the years ended December 31, 2005, 2004, 2002 and 2001 were not sufficient to cover fixed charges by $198 million, $87 million, $215 million and $339 million, respectively.

For purposes of the table, “earnings” consists of income (loss) before income taxes and cumulative effect of change in accounting principle plus fixed charges less capitalized interest. Fixed charges consist of interest expense, including amortization of debt discount and issuance costs, one third of rent expense, which is deemed to be representative of an interest factor, and capitalized interest.

USE OF PROCEEDS

Except as set forth in an applicable prospectus supplement, the pass through trustee(s) will use proceeds from the sale of pass through certificates to purchase equipment notes secured by aircraft. The equipment notes are or will be issued by:

•  one or more owner trustees on a non-recourse basis to finance or refinance a portion of the purchase price of aircraft that have been or will be leased to us (“leased aircraft notes”), or

•  us to finance or refinance all or a portion of the purchase price of aircraft owned or to be purchased by us (“owned aircraft notes”).

Any trust may hold owned aircraft notes and leased aircraft notes simultaneously. The owned aircraft notes will be secured by certain aircraft owned or to be owned by us, and the leased aircraft notes will be secured by certain aircraft leased or to be leased to us.

In addition, to the extent set forth in an applicable prospectus supplement, each trust may hold (exclusively, or in combination with owned aircraft notes, leased aircraft notes or both) equipment notes secured by aircraft engines, spare parts, appliances or other equipment or personal property owned or to be owned by, or leased or to be leased to, us. Such equipment notes, and the property securing them, will be subject to the considerations, terms, conditions, and other provisions described in the applicable prospectus supplement.

The pass through certificates will not represent interests in or obligations of AWA or any of our affiliates.

For each leased aircraft, the owner trustee will issue the related equipment notes, as nonrecourse obligations, and authenticated by a bank or trust company, as indenture trustee under either a separate supplement to an existing trust indenture and security agreement between the owner trustee and the indenture trustee or a separate trust indenture and security agreement. The owner trustee will also obtain a portion of the funding for the leased aircraft from an equity investment of one or more owner participants. A leased aircraft may also be subject to other financing arrangements that will be described in the applicable prospectus supplement. In connection with the refinancing of a leased aircraft, the owner trustee may refinance the existing equipment notes through the issuance of notes by a separate trust, which will be described in the applicable prospectus supplement.

We will issue the equipment notes relating to aircraft owned by us under either a separate supplement to an existing trust indenture and mortgage or a separate trust indenture and mortgage.

A trust may hold owned aircraft notes or leased aircraft notes that are subordinated in right of payment to other equipment notes or other debt related to the same owned or leased aircraft. In addition, the trustees on behalf of one

6

or more trusts may enter into an intercreditor or subordination agreement establishing priorities among series of pass through certificates. Also, a liquidity facility, surety bond, financial guarantee, interest rate or other swap or other arrangement may support one or more payments on the equipment notes or pass through certificates of one or more series. In addition, the trustee may enter into servicing, remarketing, appraisal, put or other agreements relating to the collateral securing the equipment notes. We will describe any such credit enhancements or other arrangements or agreements in the applicable prospectus supplement.

If the pass through trustee does not use the proceeds of any offering of pass through certificates to purchase equipment notes on the date of issuance of the pass through certificates, it will hold the proceeds for the benefit of the holders of the related pass through certificates under arrangements that we will describe in the applicable prospectus supplement. If the pass through trustee does not subsequently use any portion of the proceeds to purchase equipment notes by the date specified in the applicable prospectus supplement, it will return that portion of the proceeds to the holders of the related pass through certificates. In these circumstances, the prospectus supplement will describe how the proceeds of the pass through certificates will be held or applied including any depositary or escrow arrangements.

LEGAL MATTERS

Unless we tell you otherwise in the applicable prospectus supplement, the validity of the pass through certificates to be offered by this prospectus and certain federal income tax matters with respect to the pass through certificates will be passed upon for us by McKenna Long & Aldridge LLP, Atlanta, Georgia and for any agents, underwriters or dealers by counsel named in the applicable prospectus supplement.

EXPERTS

America West Airlines, Inc.  The financial statements of AWA as of December 31, 2005 and 2004, and for each of the years in the three-year period ended December 31, 2005 have been incorporated by reference herein and in the registration statement of which this prospectus forms a part in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report of KPMG LLP, dated March 14, 2006, on the December 31, 2005 consolidated financial statements refers to a change in the method of accounting for major scheduled airframe, engine and certain component overhaul costs from the deferred method to the direct expense method in 2005.

7

PROSPECTUS

US AIRWAYS, INC.

Pass Through Certificates

Pass through trusts that we form may offer for sale pass through certificates from time to time under this prospectus and one or more prospectus supplements. Each pass through certificate will represent an interest in a pass through trust. The property of the pass through trust will include equipment notes issued by:

•  one or more owner trustees, on a non-recourse basis, to finance or refinance a portion of the purchase price of aircraft that have been or will be leased to us as part of a leveraged lease transaction; or

•  US Airways to finance or refinance all or a portion of the purchase price of aircraft owned or to be purchased by us.

The pass through certificates will not represent interests in or obligations of US Airways or any of our affiliates.

Equipment notes issued by any owner trustee will be without recourse to us. For each aircraft, we or the owner trustee will issue one or more equipment notes with an interest rate, final maturity date and ranking of priority of payment described in a prospectus supplement.

The pass through trustee will distribute to the holders of pass through certificates the interest paid on the equipment notes held in the related pass through trust on the dates and at the rates indicated in a prospectus supplement. Holders of pass through certificates will also receive distributions of the principal paid on the equipment notes in scheduled amounts and on dates specified in a prospectus supplement. Unless otherwise indicated in a prospectus supplement, we will not list the pass through certificates on any national securities exchange.

To the extent stated in the applicable prospectus supplement, our payment obligations in respect of any equipment notes or the leases related to any equipment notes will be fully and unconditionally guaranteed by our parent corporation, US Airways Group, Inc.

We will describe the specific terms of a particular series of pass through certificates in a supplement to this prospectus. You should read carefully this prospectus, the information incorporated by reference in this prospectus and any prospectus supplement before you invest. This prospectus may not be used to offer or sell any pass through certificates unless accompanied by a prospectus supplement.

Investing in our securities involves risks. You should carefully consider the information in the section entitled “Risk Factors” contained in our periodic reports filed with the Securities and Exchange Commission and incorporated by reference into this prospectus before you invest in any of our securities.

We may offer and sell the pass through certificates directly, through agents we select from time to time or to or through underwriters, dealers or other third parties we select. If we use any agents, underwriters or dealers to sell the pass through certificates, we will name them and describe their compensation in a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 4, 2006.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	2
WHERE YOU CAN FIND MORE INFORMATION	3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
OUR COMPANY	5
RATIO OF EARNINGS TO FIXED CHARGES	6
USE OF PROCEEDS	7
LEGAL MATTERS	8
EXPERTS	8

Important Notice About the Information Presented In This Prospectus

You should rely only on the information we have provided or incorporated by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should assume that the information in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition and results of operations may have changed since then.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under this shelf registration process, we are registering an unspecified amount of pass through certificates, and we may sell the pass through certificates in one or more offerings. Each time we use this prospectus to offer pass through certificates, we will provide a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update or change information contained in this prospectus or in documents we have incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus and any applicable prospectus supplement, you should rely on the information in the prospectus supplement. This prospectus, together with the applicable prospectus supplements and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under the heading “Where You Can Find More Information.”

The prospectus supplement will describe: the terms of the series of pass through certificates offered, pricing information, the manner of distribution and any underwriting compensation, and the other specific material terms related to the offering of these pass through certificates. The prospectus supplement may also contain information about material United States federal income tax considerations relating to the pass through certificates. For more detail on the terms of the pass through certificates, you should read the exhibits filed with or incorporated by reference in our registration statement of which this prospectus forms a part.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”

2

Because we are a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended, or the Securities Act, we may add to and offer additional securities, including secondary securities, by filing a prospectus supplement with the SEC at the time of the offer.

Throughout this prospectus, references to “US Airways, Inc.,” “US Airways,” the “Company,” “we,” “us” and “our” refer to US Airways, Inc., references to “US Airways Group” refer to US Airways Group, Inc., including its consolidated subsidiaries, references to “America West Holdings” refer to America West Holdings Corporation, a wholly owned subsidiary of US Airways Group, and references to “AWA” refer to America West Airlines, Inc., a wholly owned subsidiary of America West Holdings.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is a part of a registration statement on Form S-3 that we are filing with the SEC, but the registration statement includes additional information and also attaches exhibits that are referenced in this prospectus. You can review a copy of the registration statement through the SEC’s “EDGAR” System (Electronic Data Gathering, Analysis and Retrieval) available on the SEC’s web site at http://www.sec.gov.

We are required to publicly file certain information with the SEC under the Securities Exchange Act of 1934, as amended, or the Exchange Act. All of our public filings are also available on EDGAR, including annual, quarterly and current reports, proxy statements, information statements and other information regarding us. You may also read and copy all of our public filings in the SEC’s Public Reference Room at Room 1580, 100 F Street NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. You can also find our SEC filings on our website at www.usairways.com. The information included on this website is not incorporated by reference into this prospectus.

This prospectus incorporates by reference some of the reports, proxy and information statements and other information that US Airways has filed with the SEC under the Exchange Act. This means that we are disclosing important business and financial information to you by referring you to those documents. The information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for information furnished under Items 2.02 or 7.01 of Form 8-K) until all of the securities offered by this prospectus are sold:

•  annual report of US Airways Group, US Airways and AWA on Form 10-K for the fiscal year ended December 31, 2005, filed with the SEC on March 15, 2006;

•  quarterly report of US Airways Group, US Airways and AWA on Form 10-Q for the quarterly period ended March 31, 2006, filed with the SEC on May 9, 2006;

•  quarterly report of US Airways Group, US Airways and AWA on Form 10-Q for the quarterly period ended June 30, 2006, filed with the SEC on July 27, 2006; and

•  current reports of US Airways Group, US Airways and AWA on Form 8-K filed with the SEC on January 23, 2006, February 23, 2006, March 15, 2006, March 24, 2006, March 28, 2006, March 29, 2006, April 6, 2006, April 10, 2006, April 10, 2006, April 17, 2006, April 19, 2006, June 2, 2006, June 29, 2006, August 30, 2006, September 14, 2006 and October 3, 2006.

You may request a copy of any document we incorporate by reference, except exhibits to the documents (unless the exhibits are specifically incorporated by reference), at no cost, by writing or calling us at:

Corporate Secretary

US Airways, Inc.

111 West Rio Salado Parkway

Tempe, Arizona 85281

(480) 693-0800

3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this prospectus and in the documents incorporated by reference in this prospectus contain various “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “indicate,” “anticipate,” “believe,” “forecast,” “estimate,” “plan,” “guidance,” “outlook,” “could,” “should,” “continue” and similar terms used in connection with statements regarding the outlook of US Airways. These statements include, but are not limited to, statements about expected fuel costs, the revenue and pricing environment, our expected financial performance and operations, future financing plans and needs, overall economic conditions and the benefits of the business combination transaction involving America West Holdings and US Airways Group, including future financial and operating results and the combined companies’ plans, objectives, expectations and intentions. Other forward-looking statements that do not relate solely to historical facts include, without limitation, statements that discuss the possible future effects of current known trends or uncertainties or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed or assured. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties that could cause our actual results and financial position to differ materially from our expectations. These risks and uncertainties include, but are not limited to, the following:

•  the impact of high fuel costs, significant disruptions in the supply of aircraft fuel and further significant increases in fuel prices;

•  our ability to obtain and maintain any necessary financing for operations and other purposes (including compliance with financial covenants);

•  our ability to maintain adequate liquidity;

•  our ability to integrate our operations following the merger between US Airways Group and America West Holdings;

•  the impact of general economic conditions;

•  relations with unionized employees generally and the impact and outcome of ongoing labor negotiations;

•  the impact of global instability including the potential impact of current and future hostilities, terrorist attacks, infectious disease outbreaks or other global events that affect travel behavior;

•  changes in prevailing interest rates;

•  potential failures or disruptions of our computer, communications or other technology systems;

•  our ability to obtain and maintain commercially reasonable terms with vendors and service providers, and our reliance on those vendors and service providers;

•  security-related and insurance costs;

•  government legislation and regulation of our operations;

•  competitive practices in the industry, including significant fare restructuring activities by major airlines;

•  the impact of the resolution of remaining claims in US Airways Group’s Chapter 11 proceedings;

•  interruptions or disruptions in service at one or more of our hub airports;

•  our ability to attract and retain qualified personnel;

•  our ability to attract and retain customers;

•  labor costs;

•  the cyclical nature of the airline industry;

•  weather conditions;

4

•  our ability to fund and execute our business plan following the Chapter 11 proceedings and the merger;

•  and other risks and uncertainties listed from time to time in our reports to the SEC.

There may be other factors not identified above of which we are not currently aware that may affect matters discussed in the forward-looking statements, and may also cause actual results to differ materially from those discussed. All forward-looking statements are based on information currently available to us. We assume no obligation to publicly update or revise any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting such estimates, except as required by law.

Additional information about these and other factors that may affect our future results are set forth in the section entitled “Risk Factors” in our periodic reports filed with the SEC, including but not limited to our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006 and our Annual Report on Form 10-K for the year ended December 31, 2005.

You should carefully read this prospectus, any prospectus supplement, and the documents incorporated by reference in their entirety. They contain information that you should consider when making your investment decision.

OUR COMPANY

US Airways is a certificated air carrier engaged primarily in the business of transporting passengers, property and mail, and is a wholly owned subsidiary of US Airways Group. Prior to September 27, 2005, we were the principal operating subsidiary of our parent, US Airways Group, and we accounted for substantially all of US Airways Group’s consolidated operating revenues. As described below, on September 27, 2005, US Airways Group merged with America West Holdings.

US Airways, along with a network of US Airways Group’s regional airline subsidiaries, US Airways’ MidAtlantic division and affiliated carriers flying as US Airways Express, was a hub-and-spoke carrier with a substantial presence in the Eastern United States and with service to Canada, the Caribbean, Latin America and Europe. Effective May 27, 2006, the transfer of certain MidAtlantic assets to Republic Airways was complete and Republic Airways assumed the operation of the aircraft as a US Airways affiliate Express carrier. US Airways had approximately 42 million passengers boarding its planes in 2005 and was the seventh largest U.S. air carrier based on available seat miles, or ASMs, and revenue passenger miles, or RPMs. As of June 30, 2006, US Airways had 224 jet aircraft.

On September 12, 2004, US Airways Group and its domestic subsidiaries, US Airways, Piedmont Airlines, Inc., PSA Airlines, Inc. and Material Services Company, Inc., which at the time accounted for substantially all of the operations of US Airways Group, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Virginia, Alexandria Division. On May 19, 2005, US Airways Group signed a merger agreement with America West Holdings pursuant to which America West Holdings merged with a wholly owned subsidiary of US Airways Group. The merger agreement was amended by a letter agreement on July 7, 2005. The merger became effective upon US Airways Group’s emergence from bankruptcy on September 27, 2005.

Following the merger, US Airways Group began moving toward operating under the single brand name of “US Airways” through its two principal subsidiaries: US Airways and AWA. US Airways Group expects to integrate the two principal subsidiaries into one operation over the first 24 months following the merger. As a result of the merger, US Airways Group, through its two principal operating subsidiaries, operates the fifth largest airline in the United States as measured by domestic RPMs and ASMs. US Airways Group has primary hubs in Charlotte, Philadelphia and Phoenix and secondary hubs/focus cities in Pittsburgh, Las Vegas, New York, Washington, D.C. and Boston. US Airways Group is a low-cost carrier offering scheduled passenger service on approximately 4,000 flights daily to more than 225 communities in the U.S., Canada, the Caribbean, Latin America and Europe, making it the only low-cost carrier with a significant international route presence. Starting in December 2005, US Airways Group expanded its route network to include Hawaii. As of June 30, 2006, US Airways Group’s two principal subsidiaries operate 359 mainline jets and are supported by its regional airline subsidiaries and affiliates operating

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as US Airways Express. As discussed above, US Airways’ MidAtlantic division ceased operations during the second quarter of 2006.

We are a Delaware corporation, and our principal executive offices are located at 111 West Rio Salado Parkway, Tempe, Arizona 85281. Our telephone number is (480) 693-0800. For additional information on US Airways, see “Where You Can Find More Information.”

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth the ratio of earnings to fixed charges for the six months ended June 30, 2006 and for each of the periods in the five years ended December 31, 2005. The data presented in this table has been derived from and should be read in conjunction with our audited financial statements incorporated by reference from our annual report on Form 10-K for the year ended December 31, 2005 and our quarterly report on Form 10-Q for the quarter ended June 30, 2006.

	Successor Company(b)		Predecessor Company(b)
	Six Months	Three Months	Nine Months		Nine Months	Three Months
	Ended	Ended	Ended	Year Ended	Ended	Ended
	June 30,	December 31,	September 30,	December 31,	December 31,	March 31,	Years Ended December 31,
	2006	2005	2005	2004	2003	2003	2002	2001
Ratio of earnings to fixed charges	2.12	(a)	1.71	(a)	(a)	13.41	(a)	(a)

(a)

Earnings for the three months ended December 31, 2005, the year ended December 31, 2004, the nine months ended December 31, 2003 and the years ended December 31, 2002 and 2001 were not sufficient to cover fixed charges by $121 million, $590 million, $154 million, $1.92 billion and $1.80 billion, respectively.

(b)

In connection with emergence from the first bankruptcy in March 2003 and the second bankruptcy in September 2005, US Airways adopted fresh-start reporting in accordance with AICPA Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” As a result of the application of fresh-start reporting, the financial statements for the periods prior to March 31, 2003 are not comparable with the financial statements for the period April 1, 2003 to September 27, 2005, nor are any of such periods comparable to periods after September 27, 2005. References to “Successor Company” refer to US Airways following the application of fresh-start reporting upon emergence from the second bankruptcy, and references to “Predecessor Company” refer to US Airways prior to the application of fresh-start reporting upon emergence from the second bankruptcy.

For purposes of the table, “earnings” consists of income (loss) before income taxes and cumulative effect of change in accounting principle plus fixed charges less capitalized interest. Fixed charges consist of interest expense including amortization of debt discount and issuance costs, and one third of rent expense, which is deemed to be representative of an interest factor, and capitalized interest.

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USE OF PROCEEDS

Except as set forth in an applicable prospectus supplement, the pass through trustee(s) will use proceeds from the sale of pass through certificates to purchase equipment notes secured by aircraft. The equipment notes are or will be issued by:

•  one or more owner trustees on a non-recourse basis to finance or refinance a portion of the purchase price of aircraft that have been or will be leased to us (“leased aircraft notes”), or

•  us to finance or refinance all or a portion of the purchase price of aircraft owned or to be purchased by us (“owned aircraft notes”).

Any trust may hold owned aircraft notes and leased aircraft notes simultaneously. The owned aircraft notes will be secured by certain aircraft owned or to be owned by us, and the leased aircraft notes will be secured by certain aircraft leased or to be leased to us.

In addition, to the extent set forth in an applicable prospectus supplement, each trust may hold (exclusively, or in combination with owned aircraft notes, leased aircraft notes or both) equipment notes secured by aircraft engines, spare parts, appliances or other equipment or personal property owned or to be owned by, or leased or to be leased to, us. Such equipment notes, and the property securing them, will be subject to the considerations, terms, conditions, and other provisions described in the applicable prospectus supplement.

The pass through certificates will not represent interests in or obligations of US Airways or any of our affiliates.

For each leased aircraft, the owner trustee will issue the related equipment notes, as nonrecourse obligations, and authenticated by a bank or trust company, as indenture trustee under either a separate supplement to an existing trust indenture and security agreement between the owner trustee and the indenture trustee or a separate trust indenture and security agreement. The owner trustee will also obtain a portion of the funding for the leased aircraft from an equity investment of one or more owner participants. A leased aircraft may also be subject to other financing arrangements that will be described in the applicable prospectus supplement. In connection with the refinancing of a leased aircraft, the owner trustee may refinance the existing equipment notes through the issuance of notes by a separate trust, which will be described in the applicable prospectus supplement.

We will issue the equipment notes relating to aircraft owned by us under either a separate supplement to an existing trust indenture and mortgage or a separate trust indenture and mortgage.

A trust may hold owned aircraft notes or leased aircraft notes that are subordinated in right of payment to other equipment notes or other debt related to the same owned or leased aircraft. In addition, the trustees on behalf of one or more trusts may enter into an intercreditor or subordination agreement establishing priorities among series of pass through certificates. Also, a liquidity facility, surety bond, financial guarantee, interest rate or other swap or other arrangement may support one or more payments on the equipment notes or pass through certificates of one or more series. In addition, the trustee may enter into servicing, remarketing, appraisal, put or other agreements relating to the collateral securing the equipment notes. We will describe any such credit enhancements or other arrangements or agreements in the applicable prospectus supplement.

If the pass through trustee does not use the proceeds of any offering of pass through certificates to purchase equipment notes on the date of issuance of the pass through certificates, it will hold the proceeds for the benefit of the holders of the related pass through certificates under arrangements that we will describe in the applicable prospectus supplement. If the pass through trustee does not subsequently use any portion of the proceeds to purchase equipment notes by the date specified in the applicable prospectus supplement, it will return that portion of the proceeds to the holders of the related pass through certificates. In these circumstances, the prospectus supplement will describe how the proceeds of the pass through certificates will be held or applied including any depositary or escrow arrangements.

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LEGAL MATTERS

Unless we tell you otherwise in the applicable prospectus supplement, the validity of the pass through certificates to be offered by this prospectus and certain federal income tax matters with respect to the pass through certificates will be passed upon for us by McKenna Long & Aldridge LLP, Atlanta, Georgia and for any agents, underwriters or dealers by counsel named in the applicable prospectus supplement.

EXPERTS

US Airways, Inc.  The financial statements of US Airways as of December 31, 2005 for the Successor Company and December 31, 2004 for the Predecessor Company, the three months ended December 31, 2005 for the Successor Company, the nine months ended September 30, 2005, the year ended December 31, 2004, the nine months ended December 31, 2003 for the Predecessor Company, and the three months ended March 31, 2003 for the prior Predecessor Company, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, have been incorporated by reference herein and in the registration statement of which this prospectus forms a part in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The audit report of KPMG LLP, dated March 14, 2006, on the 2005 financial statements refers to the adoption of fresh-start reporting pursuant to Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” as of September 27, 2005 and March 31, 2003. As a result, the financial statements of the Successor Company are presented on a different basis from those of the Predecessor Company and, therefore, are not comparable in all respects.

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PART II.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance And Distribution.

The following table sets forth the costs and expenses, all of which will be paid by the registrants, in connection with the distribution of the securities being registered. All amounts are estimated, except the SEC Registration Fee:

SEC Registration fee	$	*
Trustees’ fees and expenses	$	50,000
Printing expenses	$	50,000
Legal fees and expenses	$	150,000
Blue Sky fees and expenses	$	5,000
Accounting fees and expenses	$	20,000
Miscellaneous	$	50,000
Total	$	325,000

* Deferred in accordance with Rules 456(b) and 457(r) under the Securities Act, except for $63,350 that has already been paid with respect to securities that were previously registered under the registration statement of America West Airlines, Inc. on Form S-3 filed on March 10, 2004 (No. 333-113471) and were not sold thereunder.

Item 15.   Indemnification of Directors and Officers.

Under Section 145 of the Delaware General Corporation Law (the “DGCL”), a corporation may indemnify any person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action by or in the right of such corporation) who is or was a director, officer, employee or agent of such corporation, or serving at the request of such corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of such corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The DGCL also permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to such corporation unless the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

The DGCL provides that the indemnification described above shall not be deemed exclusive of other indemnification that may be granted by a corporation under its bylaws, disinterested directors’ vote, stockholders’ vote, agreement or otherwise.

The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability as described above.

US Airways Group’s amended and restated certificate of incorporation, US Airways’ amended and restated certificate of incorporation and AWA’s restated certificate of incorporation, each provide that the respective company shall indemnify its officers and directors to the full extent authorized or permitted by applicable law.

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US Airways Group’s amended and restated certificate of incorporation and bylaws, US Airways’ amended and restated certificate of incorporation and bylaws and AWA’s restated certificate of incorporation and restated bylaws, each provide that the respective company shall also indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company), by reason of the fact that such person is or was a director or officer of the company, or is or was a director or officer of the company serving at the request of the company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

US Airways Group and AWA also maintain insurance for officers and directors against certain liabilities, including liabilities under the Securities Act. The effect of this insurance is to indemnify any officer or director of US Airways Group and AWA against expenses, including without limitation, attorneys’ fees, judgments, fines and amounts paid in settlement, incurred by an officer or director upon a determination that such person acted in good faith. The premiums for such insurance are paid by US Airways Group and AWA.

Under indemnification agreements with US Airways Group and/or US Airways, officers and directors of each company are indemnified against all liabilities relating to their position as an officer or director of the company, to the fullest extent permitted under applicable law.

The foregoing statements are subject to the detailed provisions of Section 145 of the DGCL.

ITEM 16.   Exhibits.

Exhibit			Description
	1	.1*	Form of Underwriting Agreement.
	4	.1	Amended and Restated Certificate of Incorporation of US Airways Group, Inc., effective as of September 27, 2005 (incorporated by reference to Exhibit 3.1 to US Airways Group, Inc.’s Form 8-K filed on October 3, 2005).
	4	.2	Amended and Restated Bylaws of US Airways Group, Inc., effective as of September 27, 2005 (incorporated by reference to Exhibit 3.1 to US Airways Group, Inc.’s Form 8-K filed on October 3, 2005).
	4	.3	Restated Certificate of Incorporation of America West Airlines, Inc., (incorporated by reference to Exhibit 2.1 to America West Airlines, Inc.’s Registration Statement on Form 8-B, dated January 13, 1997) (Registration No. 001-12649).
	4	.4	Bylaws of AWA (incorporated by reference to Exhibit 3.2 to AWA’s Annual Report on Form 10-K for the year ended December 31, 2004).
	4	.5	Amended and Restated Certificate of Incorporation of US Airways, Inc., effective as of March 31, 2003 (incorporated by reference to Plan Exhibit C-2 to the First Amended Joint Plan of Reorganization of US Airways Group and Its Affiliated Debtors and Debtors-in-Possession, As Modified (incorporated by reference to Exhibit 2.1 to US Airways Current Report on Form 8-K dated March 18, 2003)).
	4	.6	Amended and Restated Bylaws of US Airways, Inc., effective as of March 31, 2003 (incorporated by reference to Exhibit 3.1 to US Airways’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).
	4	.7+	Form of US Airways Group, Inc. Indenture for Debt Securities.
	4	.8+	Form of America West Airlines, Inc. Indenture for Debt Securities.
	4	.9+	Form of US Airways, Inc. Indenture for Debt Securities.
	4	.10*	Form of US Airways Group, Inc. Note.
	4	.11*	Form of America West Airlines, Inc. Note.
	4	.12*	Form of US Airways, Inc. Note.

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Exhibit			Description
	4	.13*	Form of US Airways Group, Inc. Common Stock Warrant Agreement and Warrant Certificate.
	4	.14*	Form of US Airways Group, Inc. Debt Securities Warrant Agreement and Warrant Certificate.
	4	.15*	Form of US Airways Group, Inc. Stock Purchase Contract.
	4	.16*	Form of US Airways Group, Inc. Stock Purchase Unit.
	4	.17*	Form of Guarantee.
	4	.18+	Form of Pass Through Trust Agreement for America West Airlines, Inc.
	4	.19+	Form of Pass Through Certificate for America West Airlines, Inc. (included in Exhibit 4.18).
	4	.20+	Form of Pass Through Trust Agreement for US Airways, Inc.
	4	.21+	Form of Pass Through Certificate for US Airways, Inc. (included in Exhibit 4.20).
	4	.22*	Form of Guarantee of US Airways Group with respect to pass through certificates.
	5	.1+	Opinion of McKenna Long & Aldridge LLP.
	12	.1+	Computation of Ratio of Earnings to Fixed Charges for US Airways Group, Inc.
	12	.2+	Computation of Ratio of Earnings to Fixed Charges for America West Airlines, Inc.
	12	.3+	Computation of Ratio of Earnings to Fixed Charges for US Airways, Inc.
	23	.1+	Consents of KPMG LLP, Independent Registered Public Accounting Firm.
	23	.2+	Consent of McKenna Long & Aldridge LLP (included in its opinion filed as Exhibit 5.1).
	24	.1+	Power of Attorney signed by the directors of US Airways Group, Inc., authorizing their signatures on this report (included on signature pages).
	24	.2+	Power of Attorney signed by the directors of America West Airlines, Inc., authorizing their signatures on this report (included on signature pages).
	24	.3+	Power of Attorney signed by the directors of US Airways, Inc., authorizing their signatures on this report (included on signature pages).
	25	.1+	Statement of Eligibility of Trustee on Form T-1, as Trustee under the US Airways Group, Inc. Indenture for Debt Securities.
	25	.2+	Statement of Eligibility of Trustee on Form T-1, as Trustee under the America West Airlines, Inc. Indenture for Debt Securities.
	25	.3+	Statement of Eligibility of Trustee on Form T-1, as Trustee under the US Airways, Inc. Indenture for Debt Securities.
	25	.4+	Statement of Eligibility of Trustee on Form T-1, as Pass Through Trustee under the America West Airlines, Inc. Pass Through Trust Agreement.
	25	.5+	Statement of Eligibility of Trustee on Form T-1, as Pass Through Trustee under the US Airways, Inc. Pass Through Trust Agreement.

+	Filed herewith.
*	To be filed by amendment or as an exhibit to a report of the registrants on Form 10-K, 10-Q or 8-K and incorporated herein by reference.

ITEM 17.   UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of

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securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or S of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities it offers, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

i. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

ii. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

(d) The undersigned registrant hereby undertakes (1) to use its best efforts to distribute prior to the opening of bids, to prospective bidders, underwriters, and dealers, a reasonable number of copies of a prospectus which at that time meets the requirements of section 10(a) of the Securities Act, and relating to the securities offered at competitive bidding, as contained in this registration statement, together with any supplements thereto, and (2) to file an amendment to this registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the issuer after the opening of bids, of a prospectus relating to the securities offered at competitive bidding, unless no further public offering of such securities by the issuer and no reoffering of such securities by the purchasers is proposed to be made.

(e) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC this form of indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(f) The undersigned registrant hereby undertakes that:

(1) for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on the 4th day of October, 2006.

US AIRWAYS GROUP, INC.

By:  /s/  W. Douglas Parker

W. Douglas Parker

Chairman, President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Derek J. Kerr and Janet L. Dhillon and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  W. Douglas Parker W. Douglas Parker	Chairman, President and Chief Executive Officer (Principal Executive Officer)	October 4, 2006
/s/  Derek J. Kerr Derek J. Kerr	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	October 4, 2006
/s/  Bruce R. Lakefield Bruce R. Lakefield	Director	October 4, 2006
/s/  Richard Bartlett Richard Bartlett	Director	October 4, 2006
/s/  Herbert M. Baum Herbert M. Baum	Director	October 4, 2006
/s/  Matthew J. Hart Matthew J. Hart	Director	October 4, 2006
/s/  Richard C. Kraemer Richard C. Kraemer	Director	October 4, 2006

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Signature	Title	Date
/s/  Cheryl G. Krongard Cheryl G. Krongard	Director	October 4, 2006
/s/  Denise M. O’Leary Denise M. O’Leary	Director	October 4, 2006
/s/  George M. Philip George M. Philip	Director	October 4, 2006
/s/  Richard P. Schifter Richard P. Schifter	Director	October 4, 2006
/s/  Edward L. Shapiro Edward L. Shapiro	Director	October 4, 2006
/s/  J. Steven Whisler J. Steven Whisler	Director	October 4, 2006

II-7

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on the 4th day of October, 2006.

AMERICA WEST AIRLINES, INC.

By:  /s/  W. Douglas Parker

W. Douglas Parker

Chairman, President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Derek J. Kerr and Janet L. Dhillon and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  W. Douglas Parker W. Douglas Parker	Chairman, President and Chief Executive Officer (Principal Executive Officer)	October 4, 2006
/s/  Derek J. Kerr Derek J. Kerr	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	October 4, 2006
/s/  Bruce R. Lakefield Bruce R. Lakefield	Director	October 4, 2006
/s/  Richard Bartlett Richard Bartlett	Director	October 4, 2006
/s/  Herbert M. Baum Herbert M. Baum	Director	October 4, 2006
/s/  Matthew J. Hart Matthew J. Hart	Director	October 4, 2006
/s/  Richard C. Kraemer Richard C. Kraemer	Director	October 4, 2006
/s/  Cheryl G. Krongard Cheryl G. Krongard	Director	October 4, 2006

II-8

Signature	Title	Date
/s/  Denise M. O’Leary Denise M. O’Leary	Director	October 4, 2006
/s/  George M. Philip George M. Philip	Director	October 4, 2006
/s/  Richard P. Schifter Richard P. Schifter	Director	October 4, 2006
/s/  Edward L. Shapiro Edward L. Shapiro	Director	October 4, 2006
/s/  J. Steven Whisler J. Steven Whisler	Director	October 4, 2006

II-9

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tempe, State of Arizona, on the 4th day of October, 2006.

US AIRWAYS, INC.

By:  /s/  W. Douglas Parker

W. Douglas Parker

Chairman, President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Derek J. Kerr and Janet L. Dhillon and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  W. Douglas Parker W. Douglas Parker	Chairman, President and Chief Executive Officer (Principal Executive Officer)	October 4, 2006
/s/  Derek J. Kerr Derek J. Kerr	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	October 4, 2006
/s/  Bruce R. Lakefield Bruce R. Lakefield	Director	October 4, 2006
/s/  Richard Bartlett Richard Bartlett	Director	October 4, 2006
/s/  Herbert M. Baum Herbert M. Baum	Director	October 4, 2006
/s/  Matthew J. Hart Matthew J. Hart	Director	October 4, 2006
/s/  Richard C. Kraemer Richard C. Kraemer	Director	October 4, 2006
/s/  Cheryl G. Krongard Cheryl G. Krongard	Director	October 4, 2006

II-10

Signature	Title	Date
/s/  Denise M. O’Leary Denise M. O’Leary	Director	October 4, 2006
/s/  George M. Philip George M. Philip	Director	October 4, 2006
/s/  Richard P. Schifter Richard P. Schifter	Director	October 4, 2006
/s/  Edward L. Shapiro Edward L. Shapiro	Director	October 4, 2006
/s/  J. Steven Whisler J. Steven Whisler	Director	October 4, 2006

II-11

EXHIBIT INDEX

Exhibit			Description
	1	.1*	Form of Underwriting Agreement.
	4	.1	Amended and Restated Certificate of Incorporation of US Airways Group, Inc., effective as of September 27, 2005 (incorporated by reference to Exhibit 3.1 to US Airways Group, Inc.’s Form 8-K filed on October 3, 2005).
	4	.2	Amended and Restated Bylaws of US Airways Group, Inc., effective as of September 27, 2005 (incorporated by reference to Exhibit 3.1 to US Airways Group, Inc.’s Form 8-K filed on October 3, 2005).
	4	.3	Restated Certificate of Incorporation of America West Airlines, Inc., (incorporated by reference to Exhibit 2.1 to America West Airlines, Inc.’s Registration Statement on Form 8-B, dated January 13, 1997) (Registration No. 001-12649).
	4	.4	Bylaws of AWA (incorporated by reference to Exhibit 3.2 to AWA’s Annual Report on Form 10-K for the year ended December 31, 2004).
	4	.5	Amended and Restated Certificate of Incorporation of US Airways, Inc., effective as of March 31, 2003 (incorporated by reference to Plan Exhibit C-2 to the First Amended Joint Plan of Reorganization of US Airways Group and Its Affiliated Debtors and Debtors-in-Possession, As Modified (incorporated by reference to Exhibit 2.1 to US Airways Current Report on Form 8-K dated March 18, 2003)).
	4	.6	Amended and Restated Bylaws of US Airways, Inc., effective as of March 31, 2003 (incorporated by reference to Exhibit 3.1 to US Airways’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2003).
	4	.7+	Form of US Airways Group, Inc. Indenture for Debt Securities.
	4	.8+	Form of America West Airlines, Inc. Indenture for Debt Securities.
	4	.9+	Form of US Airways, Inc. Indenture for Debt Securities.
	4	.10*	Form of US Airways Group, Inc. Note.
	4	.11*	Form of America West Airlines, Inc. Note.
	4	.12*	Form of US Airways, Inc. Note.
	4	.13*	Form of US Airways Group, Inc. Common Stock Warrant Agreement and Warrant Certificate.
	4	.14*	Form of US Airways Group, Inc. Debt Securities Warrant Agreement and Warrant Certificate.
	4	.15*	Form of US Airways Group, Inc. Stock Purchase Contract.
	4	.16*	Form of US Airways Group, Inc. Stock Purchase Unit.
	4	.17*	Form of Guarantee.
	4	.18+	Form of Pass Through Trust Agreement for America West Airlines, Inc.
	4	.19+	Form of Pass Through Certificate for America West Airlines, Inc. (included in Exhibit 4.18).
	4	.20+	Form of Pass Through Trust Agreement for US Airways, Inc.
	4	.21+	Form of Pass Through Certificate for US Airways, Inc. (included in Exhibit 4.20).
	4	.22*	Form of Guarantee of US Airways Group with respect to pass through certificates.
	5	.1+	Opinion of McKenna Long & Aldridge LLP.
	12	.1+	Computation of Ratio of Earnings to Fixed Charges for US Airways Group, Inc.
	12	.2+	Computation of Ratio of Earnings to Fixed Charges for America West Airlines, Inc.
	12	.3+	Computation of Ratio of Earnings to Fixed Charges for US Airways, Inc.
	23	.1+	Consents of KPMG LLP, Independent Registered Public Accounting Firm.
	23	.2+	Consent of McKenna Long & Aldridge LLP (included in its opinion filed as Exhibit 5.1).
	24	.1+	Power of Attorney signed by the directors of US Airways Group, Inc., authorizing their signatures on this report (included on signature pages).
	24	.2+	Power of Attorney signed by the directors of America West Airlines, Inc., authorizing their signatures on this report (included on signature pages).
	24	.3+	Power of Attorney signed by the directors of US Airways, Inc., authorizing their signatures on this report (included on signature pages).

Exhibit			Description
	25	.1+	Statement of Eligibility of Trustee on Form T-1, as Trustee under the US Airways Group, Inc. Indenture for Debt Securities.
	25	.2+	Statement of Eligibility of Trustee on Form T-1, as Trustee under the America West Airlines, Inc. Indenture for Debt Securities.
	25	.3+	Statement of Eligibility of Trustee on Form T-1, as Trustee under the US Airways, Inc. Indenture for Debt Securities.
	25	.4+	Statement of Eligibility of Trustee on Form T-1, as Pass Through Trustee under the America West Airlines, Inc. Pass Through Trust Agreement.
	25	.5+	Statement of Eligibility of Trustee on Form T-1, as Pass Through Trustee under the US Airways, Inc. Pass Through Trust Agreement.

+	Filed herewith.
*	To be filed by amendment or as an exhibit to a report of the registrants on Form 10-K, 10-Q or 8-K and incorporated herein by reference.

EX-4.7

                                                                     Exhibit 4.7

                             US AIRWAYS GROUP, INC.,
                                     ISSUER

                                       AND

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                     TRUSTEE

                   GUARANTEED TO THE EXTENT SET FORTH THEREIN
                         BY THE GUARANTORS NAMED HEREIN

                                   ----------

                                    INDENTURE

                                   ----------

                          DATED AS OF __________, 2006

                                 DEBT SECURITIES



                                TABLE OF CONTENTS

                                                                           
ARTICLE 1  DEFINITIONS.....................................................    6
   SECTION 1.01  DEFINITIONS OF TERMS......................................    6

ARTICLE 2  ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE
           OF SECURITIES...................................................   10
   SECTION 2.01  DESIGNATION AND TERMS OF SECURITIES.......................   10
   SECTION 2.02  FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE..............   12
   SECTION 2.03  DENOMINATIONS: PROVISIONS FOR PAYMENT.....................   13
   SECTION 2.04  EXECUTION AND AUTHENTICATIONS.............................   14
   SECTION 2.05  REGISTRATION OF TRANSFER AND EXCHANGE.....................   15
   SECTION 2.06  TEMPORARY SECURITIES......................................   16
   SECTION 2.07  MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES...........   16
   SECTION 2.08  CANCELLATION..............................................   17
   SECTION 2.09  BENEFITS OF INDENTURE.....................................   17
   SECTION 2.10  AUTHENTICATING AGENT......................................   17
   SECTION 2.11  GLOBAL SECURITIES.........................................   18

ARTICLE 3  REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS............   19
   SECTION 3.01  REDEMPTION................................................   19
   SECTION 3.02  NOTICE OF REDEMPTION......................................   19
   SECTION 3.03  PAYMENT UPON REDEMPTION...................................   20
   SECTION 3.04  SINKING FUND..............................................   21
   SECTION 3.05  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.....   21
   SECTION 3.06  REDEMPTION OF SECURITIES FOR SINKING FUND.................   21

ARTICLE 4  COVENANTS.......................................................   22
   SECTION 4.01  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST................   22
   SECTION 4.02  MAINTENANCE OF OFFICE OR AGENCY...........................   22
   SECTION 4.03  PAYING AGENTS.............................................   22
   SECTION 4.04  APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE..........   23
   SECTION 4.05  COMPLIANCE WITH CONSOLIDATION PROVISIONS..................   24

ARTICLE 5  SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE
           TRUSTEE.........................................................   24
   SECTION 5.01  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                 SECURITYHOLDERS...........................................   24
   SECTION 5.02  PRESERVATION OF INFORMATION; COMMUNICATIONS WITH
                 SECURITYHOLDERS...........................................   24
   SECTION 5.03  REPORTS BY THE COMPANY....................................   24
   SECTION 5.04  REPORTS BY THE TRUSTEE....................................   25




                                       -i-



                                TABLE OF CONTENTS
                                   (continued)

                                                                           
ARTICLE 6  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
           DEFAULT.........................................................   25
   SECTION 6.01  EVENTS OF DEFAULT.........................................   25
   SECTION 6.02  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                 TRUSTEE...................................................   27
   SECTION 6.03  APPLICATION OF MONEYS COLLECTED...........................   28
   SECTION 6.04  LIMITATION ON SUITS.......................................   29
   SECTION 6.05  RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
                 WAIVER....................................................   29
   SECTION 6.06  CONTROL BY SECURITYHOLDERS................................   30
   SECTION 6.07  UNDERTAKING TO PAY COSTS..................................   30

ARTICLE 7  CONCERNING THE TRUSTEE..........................................   31
   SECTION 7.01  CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE............   31
   SECTION 7.02  CERTAIN RIGHTS OF TRUSTEE.................................   32
   SECTION 7.03  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR
                 SECURITIES................................................   33
   SECTION 7.04  MAY HOLD SECURITIES.......................................   34
   SECTION 7.05  MONEYS HELD IN TRUST......................................   34
   SECTION 7.06  COMPENSATION AND REIMBURSEMENT............................   34
   SECTION 7.07  RELIANCE ON OFFICERS' CERTIFICATE.........................   34
   SECTION 7.08  DISQUALIFICATION; CONFLICTING INTERESTS...................   35
   SECTION 7.09  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...................   35
   SECTION 7.10  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.........   35
   SECTION 7.11  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR....................   36
   SECTION 7.12  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                 BUSINESS..................................................   38
   SECTION 7.13  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.....   38
   SECTION 7.14  NOTICE OF DEFAULT.........................................   38

ARTICLE 8  CONCERNING THE SECURITYHOLDERS..................................   38
   SECTION 8.01  EVIDENCE OF ACTION BY SECURITYHOLDERS.....................   38
   SECTION 8.02  PROOF OF EXECUTION BY SECURITYHOLDERS.....................   39
   SECTION 8.03  WHO MAY BE DEEMED OWNERS..................................   39
   SECTION 8.04  CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED...........   40
   SECTION 8.05  ACTIONS BINDING ON FUTURE SECURITYHOLDERS.................   40

ARTICLE 9  SUPPLEMENTAL INDENTURES.........................................   41
   SECTION 9.01  SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
                 SECURITYHOLDERS...........................................   41




                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)

                                                                           
   SECTION 9.02  SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS...   42
   SECTION 9.03  EFFECT OF SUPPLEMENTAL INDENTURES.........................   42
   SECTION 9.04  SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES............   42
   SECTION 9.05  EXECUTION OF SUPPLEMENTAL INDENTURES......................   43

ARTICLE 10 SUCCESSOR ENTITY................................................   43
   SECTION 10.01 COMPANY MAY CONSOLIDATE, ETC..............................   43
   SECTION 10.02 SUCCESSOR ENTITY SUBSTITUTED..............................   44
   SECTION 10.03 EVIDENCE OF CONSOLIDATION, ETC............................   44

ARTICLE 11 SATISFACTION AND DISCHARGE......................................   44
   SECTION 11.01 SATISFACTION AND DISCHARGE OF INDENTURE...................   44
   SECTION 11.02 DISCHARGE OF OBLIGATIONS..................................   45
   SECTION 11.03 DEPOSITED MONEYS TO BE HELD IN TRUST......................   45
   SECTION 11.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS...................   46
   SECTION 11.05 REPAYMENT TO COMPANY......................................   46

ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
           DIRECTORS.......................................................   46
   SECTION 12.01 NO RECOURSE...............................................   46

ARTICLE 13 MISCELLANEOUS PROVISIONS........................................   47
   SECTION 13.01 EFFECT ON SUCCESSORS AND ASSIGNS..........................   47
   SECTION 13.02 ACTIONS BY SUCCESSOR......................................   47
   SECTION 13.03 SURRENDER OF COMPANY POWERS...............................   47
   SECTION 13.04 NOTICES...................................................   47
   SECTION 13.05 GOVERNING LAW.............................................   47
   SECTION 13.06 TREATMENT OF SECURITIES AS DEBT...........................   48
   SECTION 13.07 CERTIFICATES AND OPINIONS AS TO CONDITIONS PRECEDENT......   48
   SECTION 13.08 PAYMENTS ON BUSINESS DAYS.................................   48
   SECTION 13.09 CONFLICT WITH TRUST INDENTURE ACT.........................   48
   SECTION 13.10 COUNTERPARTS..............................................   49
   SECTION 13.11 SEPARABILITY..............................................   49
   SECTION 13.12 COMPLIANCE CERTIFICATES...................................   49

ARTICLE 14 SUBORDINATION OF SECURITIES.....................................   49
   SECTION 14.01 SUBORDINATION TERMS.......................................   49

ARTICLE 15 GUARANTEES......................................................   49
   SECTION 15.01 GUARANTEE.................................................   49



(1)  This Table of Contents does not constitute part of the Indenture and shall
     not have any bearing on the interpretation of any of its terms or
     provisions.


                                      -iii-



                                    INDENTURE

     INDENTURE, dated as of __________________, 2006, among US AIRWAYS GROUP,
INC., a Delaware corporation (the "Company"), the guarantors, if any, listed on
Schedule 1 hereto (herein called the "Guarantors") and THE BANK OF NEW YORK
TRUST COMPANY, N.A., as trustee (the "Trustee"):

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of debt
securities (hereinafter referred to as the "Securities"), in an unlimited
aggregate principal amount to be issued from time to time in one or more series
as in this Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee;

     WHEREAS, to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:

                                    ARTICLE 1

                                   DEFINITIONS

     SECTION 1.01 DEFINITIONS OF TERMS.

     The terms defined in this Section (except as in this Indenture or any
indenture supplemental hereto otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
and shall include the plural as well as the singular. All other terms used in
this Indenture that are defined in the Trust Indenture Act of 1939, as amended,
or that are by reference in such Act defined in the Securities Act of 1933, as
amended (except as herein or any indenture supplemental hereto otherwise
expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument.

     "AUTHENTICATING AGENT" means an authenticating agent with respect to all or
any of the series of Securities appointed by the Trustee pursuant to Section
2.10.

     "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar federal or state
law for the relief of debtors.

     "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
duly authorized committee of such Board.



     "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.

     "BUSINESS DAY" means, with respect to any series of Securities, any day
other than a day on which federal or state banking institutions in the Borough
of Manhattan, the City of New York, or in the city of the Corporate Trust Office
of the Trustee, are authorized or obligated by law, executive order or
regulation to close.

     "CERTIFICATE" means a certificate signed by any Officer. The Certificate
need not comply with the provisions of Section 13.07.

     "COMPANY" means US Airways Group, Inc., a corporation duly organized and
existing under the laws of the State of Delaware, and, subject to the provisions
of Article Ten, shall also include its successors and assigns.

     "CORPORATE TRUST OFFICE" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 100 Ashford Center North, Suite
520, Atlanta, Georgia 30338.

     "CUSTODIAN" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

     "DEFAULT" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

     "DEPOSITARY" means, with respect to Securities of any series for which the
Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), or other applicable
statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.01 or 2.11.

     "EVENT OF DEFAULT" means, with respect to Securities of a particular
series, any event specified in Section 6.01, continued for the period of time,
if any, therein designated.

     "GLOBAL SECURITY" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.

     "GOVERNMENTAL OBLIGATIONS" means securities that are (a) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or (b) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof at any time prior to
the stated maturity of the Securities, and shall also include a depositary
receipt issued by a bank or trust company as


                                       -2-



custodian with respect to any such Governmental Obligation or a specific payment
of principal of or interest on any such Governmental Obligation held by such
custodian for the account of the holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Governmental
Obligation or the specific payment of principal of or interest on the
Governmental Obligation evidenced by such depositary receipt.

     "GUARANTEE" means a guarantee by any Guarantor of an obligation under this
Indenture.

     "HEREIN", "HEREOF" and "HEREUNDER", and other words of similar import,
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

     "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof.

     "INTEREST PAYMENT DATE", when used with respect to any installment of
interest on a Security of a particular series, means the date specified in such
Security or in a Board Resolution or in an indenture supplemental hereto with
respect to such series as the fixed date on which an installment of interest
with respect to Securities of that series is due and payable.

     "OBLIGOR" on the Securities means the Company and any guarantor and any
successor obligor on the Securities.

     "OFFICER" means, with respect to the Company, the chairman of the Board of
Directors, a chief executive officer, a president, a chief operating officer,
any senior vice president, any vice president or a chief financial officer, the
treasurer or any assistant treasurer, the controller or any assistant controller
or the secretary or any assistant secretary.

     "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers.
Each such certificate shall include the statements provided for in Section
13.07, if and to the extent required by the provisions thereof.

     "OPINION OF COUNSEL" means an opinion in writing subject to customary
exceptions of legal counsel, who may be an employee of or counsel for the
Company, that is delivered to the Trustee in accordance with the terms hereof.
Each such opinion shall include the statements provided for in Section 13.07, if
and to the extent required by the provisions thereof.

     "OUTSTANDING", when used with reference to Securities of any series, means,
subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Securities theretofore canceled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Securities or portions
thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company


                                       -3-



shall act as its own paying agent); provided, however, that if such Securities
or portions of such Securities are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and (c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of
Section 2.07.

     "PERSON" means any individual, corporation, partnership, joint venture,
joint-stock company, limited liability company, association, trust,
unincorporated organization, any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

     "RESPONSIBLE OFFICER" when used with respect to the Trustee means the
chairman of its board of directors, the chief executive officer, the president,
any vice president, the secretary, the treasurer, any trust officer, any
corporate trust officer or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the Persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

     "SECURITIES" means the debt Securities authenticated and delivered under
this Indenture.

     "SECURITYHOLDER", "holder of Securities", "registered holder", or other
similar term, means the Person or Persons in whose name or names a particular
Security shall be registered on the books of the Company kept for that purpose
in accordance with the terms of this Indenture.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" shall have the meanings as set
forth in Section 2.05.

     "SUBSIDIARY" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner.

     "TRUSTEE" means The Bank of New York Trust Company, N.A., and, subject to
the provisions of Article Seven, shall also include its successors and assigns,
and, if at any time there is more than one Person acting in such capacity
hereunder, "Trustee" shall mean each such Person. The term "Trustee" as used
with respect to a particular series of the Securities shall mean the trustee
with respect to that series.


                                       -4-



     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended.

     "VOTING STOCK", as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

                                    ARTICLE 2

               ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION
                           AND EXCHANGE OF SECURITIES

     SECTION 2.01 DESIGNATION AND TERMS OF SECURITIES.

          (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series up to the aggregate principal amount of
Securities of that series from time to time authorized by or pursuant to a Board
Resolution or pursuant to one or more indentures supplemental hereto. Prior to
the initial issuance of Securities of any series, there shall be established in
or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or
established in one or more indentures supplemental hereto:

               (1) the title of the Securities of the series (which shall
distinguish the Securities of that series from all other Securities);

               (2) any limit upon the aggregate principal amount of the
Securities of that series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of that
series);

               (3) the date or dates on which the principal of the Securities of
the series is payable, any original issue discount that may apply to the
Securities of that series upon their issuance, the principal amount due at
maturity, and the place(s) of payment;

               (4) the rate or rates at which the Securities of the series shall
bear interest or the manner of calculation of such rate or rates, if any;

               (5) the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates, the place(s) of payment, and the
record date for the determination of holders to whom interest is payable on any
such Interest Payment Dates or the manner of determination of such record dates;

               (6) the right, if any, to extend the interest payment periods and
the duration of such extension;


                                       -5-



               (7) the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

               (8) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund, mandatory redemption, or
analogous provisions (including payments made in cash in satisfaction of future
sinking fund obligations) or at the option of a holder thereof and the period or
periods within which, the price or prices at which, and the terms and conditions
upon which, Securities of the series shall be redeemed or purchased, in whole or
in part, pursuant to such obligation;

               (9) the form of the Securities of the series including the form
of the Certificate of Authentication for such series;

               (10) if other than denominations of one thousand U.S. dollars
($1,000) or any integral multiple thereof, the denominations in which the
Securities of the series shall be issuable;

               (11) any and all other terms (including terms, to the extent
applicable, relating to any auction or remarketing of the Securities of that
series and any security for the obligations of the Company with respect to such
Securities) with respect to such series (which terms shall not be inconsistent
with the terms of this Indenture, as amended by any supplemental indenture)
including any terms which may be required by or advisable under United States
laws or regulations or advisable in connection with the marketing of Securities
of that series;

               (12) whether the Securities are issuable as a Global Security
and, in such case, the terms and the identity of the Depositary for such series;

               (13) whether the Securities will be convertible into or
exchangeable for shares of common stock or other securities of the Company or
any other Person and, if so, the terms and conditions upon which such Securities
will be so convertible or exchangeable, including the conversion or exchange
price, as applicable, or how it will be calculated and may be adjusted, any
mandatory or optional (at the Company's option or the holders' option)
conversion or exchange features, and the applicable conversion or exchange
period;

               (14) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01;

               (15) any additional or different Events of Default or restrictive
covenants (which may include, among other restrictions, restrictions on the
Company's ability or the ability of the Company's Subsidiaries to: incur
additional indebtedness; issue additional securities; create liens; pay
dividends or make distributions in respect of their capital stock; redeem
capital stock; place restrictions on such Subsidiaries placing restrictions on
their ability to pay dividends, make distributions or transfer assets; make
investments or other restricted payments; sell or otherwise dispose of assets;
enter into sale-leaseback transactions; engage in transactions with stockholders
and affiliates; issue or sell stock of their Subsidiaries; or effect a
consolidation or merger) or financial covenants (which may include, among other
financial


                                       -6-



covenants, financial covenants that require the Company and its Subsidiaries to
maintain specified interest coverage, fixed charge, cash flow-based or
asset-based ratios) provided for with respect to the Securities of the series;

               (16) if other than dollars, the coin or currency in which the
Securities of the series are denominated (including, but not limited to, foreign
currency);

               (17) the terms and conditions, if any, upon which the Company
shall pay amounts in addition to the stated interest, premium, if any and
principal amounts of the Securities of the series to any Securityholder that is
not a "United States person" for federal tax purposes;

               (18) any restrictions on transfer, sale or assignment of the
Securities of the series;

               (19) the form and terms of any guarantee of any Securities of the
series; and

               (20) the subordination terms, if any, of the Securities of the
series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to any
such Board Resolution or in any indentures supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution of the Company, a copy of an appropriate record of such
action shall be certified by the secretary or an assistant secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate of the Company setting forth the terms of the series.

     Securities of any particular series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different redemption dates.

     SECTION 2.02 FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE.

     The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution, and set forth in an Officers' Certificate,
and they may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange on which Securities of that series may be listed, or
to conform to usage.


                                       -7-


     SECTION 2.03 DENOMINATIONS: PROVISIONS FOR PAYMENT.

     The Securities shall be issuable as registered Securities and in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01(10). The Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series. The principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.

     The interest installment on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date for Securities of that
series shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Security of a
particular series or portion thereof is called for redemption and the redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such Interest Payment Date, interest on such Security will be
paid upon presentation and surrender of such Security as provided in Section
3.03.

     Any interest on any Security that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date for Securities of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (1) or clause (2) below:

               (1) The Company may make payment of any Defaulted Interest on
Securities to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Security and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a special record date for the payment of such
Defaulted Interest which shall not be more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be mailed, first
class postage prepaid, to each Securityholder at his or her address as it
appears in the Security Register (as hereinafter defined), not less than 10 days
prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been mailed as
aforesaid, such


                                       -8-



Defaulted Interest shall be paid to the Persons in whose names such Securities
(or their respective Predecessor Securities) are registered on such special
record date.

               (2) The Company may make payment of any Defaulted Interest on any
Securities in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.

     Unless otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in this Section
with respect to a series of Securities and any Interest Payment Date for such
series shall mean either the fifteenth day of the month immediately preceding
the month in which an Interest Payment Date established for such series pursuant
to Section 2.01 hereof shall occur, if such Interest Payment Date is the first
day of a month, or the first day of the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the fifteenth day of a month, whether or not such date
is a Business Day.

     Subject to the foregoing provisions of this Section, each Security of a
series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Security of such series shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Security.

     SECTION 2.04 EXECUTION AND AUTHENTICATIONS.

     The Securities shall be signed on behalf of the Company by one of its
Officers. Signatures may be in the form of a manual or facsimile signature.

     The Company may use the facsimile signature of any Person who shall have
been an Officer, notwithstanding the fact that at the time the Securities shall
be authenticated and delivered or disposed of such Person shall have ceased to
be such an officer of the Company. The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or usage. Each
Security shall be dated the date of its authentication by the Trustee.

     A Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a written order of the Company for the authentication and delivery of such
Securities, signed by an Officer, and the Trustee in accordance with such
written order shall authenticate and deliver such Securities.

     In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.


                                       -9-



     The Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.

     SECTION 2.05 REGISTRATION OF TRANSFER AND EXCHANGE.

          (a) Securities of any series may be exchanged upon presentation
thereof at the office or agency of the Company designated for such purpose in
the Borough of Manhattan, the City and State of New York, for other Securities
of such series of authorized denominations, and for a like aggregate principal
amount, upon payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, all as provided in this Section. In respect of any
Securities so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in exchange therefor
the Security or Securities of the same series that the Securityholder making the
exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

          (b) The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company, a register
or registers (herein referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall register
the Securities and the transfers of Securities as in this Article provided and
which at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Securities and transfer of Securities
as herein provided shall be appointed as authorized by Board Resolution (the
"Security Registrar").

     Upon surrender for transfer of any Security at the office or agency of the
Company designated for such purpose, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as the
Security presented for a like aggregate principal amount.

     All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by such holder's duly authorized attorney
in writing.

          (c) Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and set forth in an Officers' Certificate, or established in one or
more indentures supplemental to this Indenture, no service charge shall be made
for any exchange or registration of transfer of Securities, or issue of new
Securities in case of partial redemption of any series, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.06,
Section 3.03(b) and Section 9.04 not involving any transfer.

          (d) The Company shall not be required (i) to issue, exchange or
register the transfer of any Securities during a period beginning at the opening
of business 15 days before the


                                      -10-



day of the mailing of a notice of redemption of less than all the Outstanding
Securities of the same series and ending at the close of business on the day of
such mailing, nor (ii) to register the transfer of or exchange any Securities of
any series or portions thereof called for redemption, other than the unredeemed
portion of any such Securities being redeemed in part. The provisions of this
Section 2.05 are, with respect to any Global Security, subject to Section 2.11
hereof.

     SECTION 2.06 TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any series, the Company
may execute, and the Trustee shall authenticate and deliver, temporary
Securities (printed, lithographed or typewritten) of any authorized
denomination. Such temporary Securities shall be substantially in the form of
the definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of
any series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series. Without unnecessary delay
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City and
State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

     SECTION 2.07 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

     In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company's request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written
request or authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

     In case any Security that has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or


                                      -11-



authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as they may require to save
them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

     Every replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities, and shall preclude (to the extent lawful) any and all
other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

     SECTION 2.08 CANCELLATION.

     All Securities surrendered for the purpose of payment, redemption, exchange
or registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

     SECTION 2.09 BENEFITS OF INDENTURE.

     Nothing in this Indenture or in the Securities, express or implied, shall
give or be construed to give to any Person, other than the parties hereto and
the holders of the Securities (and, with respect to the provisions of Article
Fourteen, the holders of any indebtedness of the Company to which the Securities
of any series are subordinated) any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders of the Securities
(and, with respect to the provisions of Article Fourteen, the holders of any
indebtedness of the Company to which the Securities of any series are
subordinated).

     SECTION 2.10 AUTHENTICATING AGENT.

     So long as any of the Securities of any series remain Outstanding there may
be an Authenticating Agent for any or all such series of Securities which the
Trustee shall have the


                                      -12-



right to appoint. Said Authenticating Agent shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon exchange,
transfer or partial redemption thereof, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. All references in
this Indenture to the authentication of Securities by the Trustee shall be
deemed to include authentication by an Authenticating Agent for such series.
Each Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state authorities. If at any
time any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.

     Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time (and
upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
to the Company. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.

     SECTION 2.11 GLOBAL SECURITIES.

          (a) If the Company shall establish pursuant to Section 2.01 that the
Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, a Global Security that (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the Outstanding Securities of such series, (ii) shall be registered in
the name of the Depositary or its nominee, (iii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's instruction and (iv)
shall bear a legend substantially to the following effect: "Except as otherwise
provided in Section 2.11 of the Indenture, this Security may be transferred, in
whole but not in part, only to another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary."

          (b) Notwithstanding the provisions of Section 2.05, the Global
Security of a series may be transferred, in whole but not in part and in the
manner provided in Section 2.05, only to another nominee of the Depositary for
such series, or to a successor Depositary for such series selected or approved
by the Company or to a nominee of such successor Depositary.

          (c) If at any time the Depositary for a series of the Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer
be registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or


                                      -13-



becomes aware of such condition, as the case may be, or if an Event of Default
has occurred and is continuing and the Company has received a request from the
Depositary, this Section 2.11 shall no longer be applicable to the Securities of
such series and the Company will execute, and subject to Section 2.04, the
Trustee will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. In addition, the
Company may at any time determine that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this
Section 2.11 shall no longer apply to the Securities of such series. In such
event the Company will execute and, subject to Section 2.04, the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the Persons in whose names such Securities are so
registered.

                                    ARTICLE 3

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

     SECTION 3.01 REDEMPTION.

     The Company may redeem the Securities of any series issued hereunder on and
after the dates and in accordance with the terms established for such series
pursuant to Section 2.01 hereof.

     SECTION 3.02 NOTICE OF REDEMPTION.

          (a) In case the Company shall desire to exercise such right to redeem
all or, as the case may be, a portion of the Securities of any series in
accordance with any right the Company reserved for itself to do so pursuant to
Section 2.01 hereof, the Company shall, or shall cause the Trustee to, give
notice of such redemption to holders of the Securities of such series to be
redeemed by mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 90 days before the date fixed for
redemption of that series to such holders at their last addresses as they shall
appear upon the Security Register, unless a shorter period is specified in the
Securities to be redeemed. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of
such series or any other series. In the case of any redemption of Securities
prior to the


                                      -14-



expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with any such restriction.

     Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Securities of that series are to be redeemed,
and shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest will
cease to accrue and that the redemption is for a sinking fund, if such is the
case. If less than all the Securities of a series are to be redeemed, the notice
to the holders of Securities of that series to be redeemed in part shall specify
the particular Securities to be so redeemed.

     In case any Security is to be redeemed in part only, the notice that
relates to such Security shall state the portion of the principal amount thereof
to be redeemed, and shall state that on and after the redemption date, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

          (b) If less than all the Securities of a series are to be redeemed,
the Company shall give the Trustee at least 45 days' notice (unless a shorter
notice shall be satisfactory to the Trustee) in advance of the date fixed for
redemption as to the aggregate principal amount of Securities of the series to
be redeemed, and thereupon the Trustee shall select, by lot or in such other
manner as it shall deem appropriate and fair in its discretion and that may
provide for the selection of a portion or portions (equal to one thousand U.S.
dollars ($1,000) or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part. The Company may,
if and whenever it shall so elect, by delivery of instructions signed on its
behalf by an Officer, instruct the Trustee or any paying agent to call all or
any part of the Securities of a particular series for redemption and to give
notice of redemption in the manner set forth in this Section, such notice to be
in the name of the Company or its own name as the Trustee or such paying agent
may deem advisable. In any case in which notice of redemption is to be given by
the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

     SECTION 3.03 PAYMENT UPON REDEMPTION.

          (a) If the giving of notice of redemption shall have been completed as
above provided, the Securities or portions of Securities of the series to be
redeemed specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date
fixed for redemption, unless the Company shall default in the payment of such
redemption price


                                      -15-



and accrued interest with respect to any such Security or portion thereof. On
presentation and surrender of such Securities on or after the date fixed for
redemption at the place of payment specified in the notice, said Securities
shall be paid and redeemed at the applicable redemption price for such series,
together with interest accrued thereon to the date fixed for redemption (but if
the date fixed for redemption is an interest payment date, the interest
installment payable on such date shall be payable to the registered holder at
the close of business on the applicable record date pursuant to Section 2.03).

          (b) Upon presentation of any Security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Security of
the same series of authorized denominations in principal amount equal to the
unredeemed portion of the Security so presented.

     SECTION 3.04 SINKING FUND.

     The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

     SECTION 3.05 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company (i) may deliver Outstanding Securities of a series and (ii) may
apply as a credit Securities of a series that have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
redemption price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     SECTION 3.06 REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied


                                      -16-



by delivering and crediting Securities of that series pursuant to Section 3.05
and the basis for such credit and will, together with such Officers'
Certificate, deliver to the Trustee any Securities to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.02. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
3.03.

                                    ARTICLE 4

                                    COVENANTS

     SECTION 4.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company will duly and punctually pay or cause to be paid the principal
of (and premium, if any) and interest on the Securities of that series at the
time and place and in the manner provided herein and established with respect to
such Securities.

     SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY.

     So long as any series of the Securities remain Outstanding, the Company
agrees to maintain an office or agency in the Borough of Manhattan, the City and
State of New York, with respect to each such series and at such other location
or locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented for payment, (ii) Securities of that
series may be presented as herein above authorized for registration of transfer
and exchange, and (iii) notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by any officer authorized to sign an Officers'
Certificate and delivered to the Trustee, designate some other office or agency
for such purposes or any of them. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, notices and
demands. The Company initially appoints the Corporate Trust Office of the
Trustee located in the Borough of Manhattan, the City of New York as its paying
agent with respect to the Securities.

     SECTION 4.03 PAYING AGENTS.

          (a) If the Company shall appoint one or more paying agents for all or
any series of the Securities, other than the Trustee, the Company will cause
each such paying agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this
Section:

               (1) that it will hold all sums held by it as such agent for the
payment of the principal of (and premium, if any) or interest on the Securities
of that series (whether such


                                      -17-



sums have been paid to it by the Company or by any other obligor of such
Securities) in trust for the benefit of the Persons entitled thereto;

               (2) that it will give the Trustee notice of any failure by the
Company (or by any other obligor of such Securities) to make any payment of the
principal of (and premium, if any) or interest on the Securities of that series
when the same shall be due and payable;

               (3) that it will, at any time during the continuance of any
failure referred to in the preceding paragraph (a)(2) above, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust
by such paying agent; and

               (4) that it will perform all other duties of paying agent as set
forth in this Indenture.

          (b) If the Company shall act as its own paying agent with respect to
any series of the Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Securities of that series, set
aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming due on Securities of that series until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Company shall have one or
more paying agents for any series of Securities, it will, prior to each due date
of the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such paying agent is the Trustee) the Company will promptly notify the
Trustee of this action or failure so to act.

          (c) Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by the Company
or any paying agent to the Trustee, the Company or such paying agent shall be
released from all further liability with respect to such money.

     SECTION 4.04 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee hereunder.


                                      -18-



     SECTION 4.05 COMPLIANCE WITH CONSOLIDATION PROVISIONS.

     The Company will not, while any of the Securities remain Outstanding,
consolidate with or merge into any other Person, in either case where the
Company is not the survivor of such transaction, or sell or convey all or
substantially all of its property to any other Person unless the provisions of
Article Ten hereof are complied with.

                                    ARTICLE 5

        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     SECTION 5.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
SECURITYHOLDERS.

     The Company will furnish or cause to be furnished to the Trustee (a) within
15 days after each regular record date (as defined in Section 2.03) a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the holders of each series of Securities as of such regular record date,
provided that the Company shall not be obligated to furnish or cause to furnish
such list at any time that the list shall not differ in any respect from the
most recent list furnished to the Trustee by the Company and (b) at such other
times as the Trustee may request in writing within 30 days after the receipt by
the Company of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished; provided,
however, that, in either case, no such list need be furnished for any series for
which the Trustee shall be the Security Registrar.

     SECTION 5.02 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH
SECURITYHOLDERS.

          (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Securities contained in the most recent list furnished to it as provided in
Section 5.01 and as to the names and addresses of holders of Securities received
by the Trustee in its capacity as Security Registrar (if acting in such
capacity).

          (b) The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.

          (c) Securityholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities, and, in connection with any such
communications, the Trustee shall satisfy its obligations under Section 312(b)
of the Trust Indenture Act in accordance with the provisions of Section 312(b)
of the Trust Indenture Act.

     SECTION 5.03 REPORTS BY THE COMPANY.

     The Company covenants and agrees to provide a copy to the Trustee, after
the Company is required to file the same with the Securities and Exchange
Commission, copies of the annual


                                      -19-



reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Securities and Exchange Commission may
from time to time by rules and regulations prescribe) that the Company may be
required to file with the Securities and Exchange Commission pursuant to Section
13 or Section 15(d) of the Exchange Act.

     SECTION 5.04 REPORTS BY THE TRUSTEE.

          (a) On or before July 15 in each year in which any of the Securities
are Outstanding, the Trustee shall transmit by mail, first class postage
prepaid, to the Securityholders, as their names and addresses appear upon the
Security Register, a brief report dated as of the preceding May 15, if and to
the extent required under Section 313(a) of the Trust Indenture Act.

          (b) The Trustee shall comply with Section 313(b) and 313(c) of the
Trust Indenture Act.

          (c) A copy of each such report shall, at the time of such transmission
to Securityholders, be filed by the Trustee with the Company, with each
securities exchange upon which any Securities are listed (if so listed) and also
with the Securities and Exchange Commission. The Company agrees to notify the
Trustee when any Securities become listed on any securities exchange.

                                    ARTICLE 6

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     SECTION 6.01 EVENTS OF DEFAULT.

          (a) Whenever used herein with respect to Securities of a particular
series, "Event of Default" means any one or more of the following events that
has occurred and is continuing:

               (1) the Company defaults in the payment of any installment of
interest upon any of the Securities of that series, as and when the same shall
become due and payable, and such default continues for a period of 90 days;
provided, however, that a valid extension of an interest payment period by the
Company in accordance with the terms of any indenture supplemental hereto shall
not constitute a default in the payment of interest for this purpose;

               (2) the Company defaults in the payment of the principal of (or
premium, if any, on) any of the Securities of that series as and when the same
shall become due and payable whether at maturity, upon redemption, by
declaration or otherwise, or in any payment required by any sinking or analogous
fund established with respect to that series; provided, however, that a valid
extension of the maturity of such Securities in accordance with the terms of any
indenture supplemental hereto shall not constitute a default in the payment of
principal or premium, if any;


                                      -20-



               (3) the Company fails to observe or perform any other of its
covenants or agreements with respect to that series contained in this Indenture
or otherwise established with respect to that series of Securities pursuant to
Section 2.01 hereof (other than a covenant or agreement that has been expressly
included in this Indenture solely for the benefit of one or more series of
Securities other than such series) for a period of 90 days after the date on
which written notice of such failure, requiring the same to be remedied and
stating that such notice is a "Notice of Default" hereunder, shall have been
given to the Company by the Trustee, by registered or certified mail, or to the
Company and the Trustee by the holders of at least 25% in principal amount of
the Securities of that series at the time Outstanding;

               (4) the Company pursuant to or within the meaning of any
Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an
order for relief against it in an involuntary case, (iii) consents to the
appointment of a Custodian of it or for all or substantially all of its property
or (iv) makes a general assignment for the benefit of its creditors; or

               (5) a court of competent jurisdiction enters an order under any
Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company for all or substantially all of
its property or (iii) orders the liquidation of the Company, and the order or
decree remains unstayed and in effect for 90 days.

          (b) In each and every such case (other than an Event of Default
specified in clause (4) or clause (5) above), unless the principal of all the
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Securities of that series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by such Securityholders), may declare
the principal of (and premium, if any, on) and accrued and unpaid interest on
all the Securities of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable. If an Event of Default specified in clause (4) or clause (5) above
occurs, the principal of and accrued and unpaid interest on all the Securities
of that series shall automatically be immediately due and payable without any
declaration or other act on the part of the Trustee or the holders of the
Securities.

          (c) At any time after the principal of (and premium, if any, on) and
accrued and unpaid interest on the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
holders of a majority in aggregate principal amount of the Securities of that
series then Outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if: (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that series
that shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Securities of that series to the date of such
payment or deposit) and the amount payable to the Trustee under Section 7.06,
and (ii) any and all Events of Default under the Indenture with respect to such
series, other than the nonpayment of principal on (and premium, if any, on) and


                                      -21-



accrued and unpaid interest on Securities of that series that shall not have
become due by their terms, shall have been remedied or waived as provided in
Section 6.06.

     No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.

          (d) In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case, subject to any determination in such
proceedings, the Company and the Trustee shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of
the Company and the Trustee shall continue as though no such proceedings had
been taken.

     SECTION 6.02 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

          (a) The Company covenants that (i) in case it shall default in the
payment of any installment of interest on any of the Securities of a series, or
in any payment required by any sinking or analogous fund established with
respect to that series as and when the same shall have become due and payable,
and such default shall have continued for a period of 90 Business Days, or (ii)
in case it shall default in the payment of the principal of (or premium, if any,
on) any of the Securities of a series when the same shall have become due and
payable, whether upon maturity of the Securities of a series or upon redemption
or upon declaration or otherwise then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Securities of
that series, the whole amount that then shall have been become due and payable
on all such Securities for principal (and premium, if any) or interest, or both,
as the case may be, with interest upon the overdue principal (and premium, if
any) and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest at the rate per annum
expressed in the Securities of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section 7.06.

          (b) If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the
Securities of that series and collect the moneys adjudged or decreed to be
payable in the manner provided by law or equity out of the property of the
Company or other obligor upon the Securities of that series, wherever situated.

          (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have
power to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and


                                      -22-



documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of Securities of such series allowed for the entire
amount due and payable by the Company under the Indenture at the date of
institution of such proceedings and for any additional amount that may become
due and payable by the Company after such date, and to collect and receive any
moneys or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Trustee
under Section 7.06; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of such
series to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments directly to such Securityholders,
to pay to the Trustee any amount due it under Section 7.06.

          (d) All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of such
series.

     In case of an Event of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in the Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

     Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that series or the rights of any holder thereof or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

     SECTION 6.03 APPLICATION OF MONEYS COLLECTED.

     Any moneys collected by the Trustee pursuant to this Article with respect
to a particular series of Securities shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal (or premium, if any) or interest, upon
presentation of the Securities of that series, and notation thereon of the
payment, if only partially paid, and upon surrender thereof if fully paid:

     FIRST: To the payment of all indebtedness of the Company to which such
series of Securities is subordinated to the extent required by Section 7.06 and
Article Fourteen;

     SECOND: To the payment of the amounts then due and unpaid upon Securities
of such series for principal (and premium, if any) and interest, in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind,


                                      -23-



according to the amounts due and payable on such Securities for principal (and
premium, if any) and interest, respectively; and

     THIRD: To the payment of the remainder, if any, to the Company or any other
Person lawfully entitled thereto.

     SECTION 6.04 LIMITATION ON SUITS.

     No holder of any Security of any series shall have any right by virtue or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (i) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as
hereinbefore provided; (ii) the holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder; (iii) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby;
(iv) the Trustee for 90 days after its receipt of such notice, request and offer
of indemnity, shall have failed to institute any such action, suit or proceeding
and (v) during such 90 day period, the holders of a majority in principal amount
of the Securities of that series do not give the Trustee a direction
inconsistent with the request.

     Notwithstanding anything contained herein to the contrary or any other
provisions of this Indenture, the right of any holder of any Security to receive
payment of the principal of (and premium, if any) and interest on such Security,
as therein provided, on or after the respective due dates expressed in such
Security (or in the case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such respective dates
or redemption date, shall not be impaired or affected without the consent of
such holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

     SECTION 6.05 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

          (a) Except as otherwise provided in Section 2.07, all powers and
remedies given by this Article to the Trustee or to the Securityholders shall,
to the extent permitted by law, be deemed cumulative and not exclusive of any
other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the


                                      -24-



performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Securities.

          (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

     SECTION 6.06 CONTROL BY SECURITYHOLDERS.

     The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding, determined in accordance with Section
8.04, shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to such series; provided,
however, that such direction shall not be in conflict with any rule of law or
with this Indenture. Subject to the provisions of Section 7.01, the Trustee
shall have the right to decline to follow any such direction if the Trustee in
good faith shall, by a Responsible Officer or officers of the Trustee, determine
that the proceeding so directed, subject to the Trustee's duties under the Trust
Indenture Act, would involve the Trustee in personal liability or might be
unduly prejudicial to the Securityholders not involved in the proceeding. The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding affected thereby, determined in accordance with
Section 8.04, may on behalf of the holders of all of the Securities of such
series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to such
series and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of the Securities of that series as
and when the same shall become due by the terms of such Securities otherwise
than by acceleration (unless such default has been cured and a sum sufficient to
pay all matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the Company, the Trustee and the holders of the Securities
of such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

     SECTION 6.07 UNDERTAKING TO PAY COSTS.

     All parties to this Indenture agree, and each holder of any Securities by
such holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to


                                      -25-



any suit instituted by any Securityholder, or group of Securityholders, holding
more than 10% in aggregate principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Securityholder for the enforcement of
the payment of the principal of (or premium, if any) or interest on any Security
of such series, on or after the respective due dates expressed in such Security
or established pursuant to this Indenture.

                                    ARTICLE 7

                             CONCERNING THE TRUSTEE

     SECTION 7.01 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.

          (a) The Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a series and after the curing of all Events of
Default with respect to the Securities of that series that may have occurred,
shall undertake to perform with respect to the Securities of such series such
duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants shall be read into this Indenture against the Trustee. In
case an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

          (b) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

          (i) prior to the occurrence of an Event of Default with respect to the
Securities of a series and after the curing or waiving of all such Events of
Default with respect to that series that may have occurred:

               (A) the duties and obligations of the Trustee shall with respect
to the Securities of such series be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable with respect to the
Securities of such series except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

               (B) in the absence of bad faith on the part of the Trustee, the
Trustee may with respect to the Securities of such series conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions that by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirement of this
Indenture;

          (ii) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts;


                                      -26-



          (iii) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the holders of not less than a majority in principal amount of the Securities of
any series at the time Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Indenture with respect
to the Securities of that series; and

          (iv) None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
the repayment of such funds or liability is not reasonably assured to it under
the terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

     SECTION 7.02 CERTAIN RIGHTS OF TRUSTEE.

     Except as otherwise provided in Section 7.01:

          (a) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

          (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by any authorized officer of the Company
(unless other evidence in respect thereof is specifically prescribed herein);

          (c) The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted hereunder
in good faith and in reliance thereon;

          (d) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Securities (that has not been cured
or waived), to exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

          (e) The Trustee shall not be liable for any action taken or omitted to
be taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;


                                      -27-


          (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing so to do by the holders
of not less than a majority in principal amount of the Outstanding Securities of
the particular series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; and

          (g) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

     In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (1) any Event of Default occurring pursuant
to Sections 6.01(a)(1), 6.01(a)(2) and 4.01 hereof or (2) any Default or Event
of Default of which the Trustee shall have received written notification in the
manner set forth in this Indenture or a Responsible Officer of the Trustee shall
have obtained actual knowledge. Delivery of reports, information and documents
to the Trustee under Section 5.03 is for informational purposes only and the
information and the Trustee's receipt of the foregoing shall not constitute
constructive notice of any information contained therein, or determinable from
information contained therein including the Company's compliance with any of
their covenants thereunder (as to which the Trustee is entitled to rely
exclusively on an Officers' Certificate).

     SECTION 7.03 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR
SECURITIES.

          (a) The recitals contained herein and in the Securities shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.

          (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

          (c) The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds of such Securities, or
for the use or application of any moneys paid over by the Trustee in accordance
with any provision of this Indenture or established pursuant to Section 2.01, or
for the use or application of any moneys received by any paying agent other than
the Trustee.


                                      -28-



     SECTION 7.04 MAY HOLD SECURITIES.

     The Trustee or any paying agent or Security Registrar, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security Registrar.

     SECTION 7.05 MONEYS HELD IN TRUST.

     Subject to the provisions of Section 11.05, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

     SECTION 7.06 COMPENSATION AND REIMBURSEMENT.

          (a) The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) as the Company and the Trustee may from time to time agree in
writing, for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and, except as otherwise expressly provided herein,
the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ), except any such expense, disbursement
or advance as may arise from its negligence or bad faith and except as the
Company and Trustee may from time to time agree in writing. The Company also
covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this trust,
including the reasonable costs and expenses of defending itself against any
claim of liability in the premises.

          (b) The obligations of the Company under this Section to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for reasonable
expenses, disbursements and advances shall constitute indebtedness of the
Company to which the Securities are subordinated. Such additional indebtedness
shall be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the holders of particular Securities.

     SECTION 7.07 RELIANCE ON OFFICERS' CERTIFICATE.

     Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
reasonably necessary or desirable that a matter be proved or established prior
to taking or suffering or omitting to take any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers' Certificate
delivered to the Trustee and


                                      -29-



such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.

     SECTION 7.08 DISQUALIFICATION; CONFLICTING INTERESTS.

     If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

     SECTION 7.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee with respect to the Securities issued
hereunder which shall at all times be a corporation organized and doing business
under the laws of the United States of America or any state or territory thereof
or of the District of Columbia, or a corporation or other Person permitted to
act as trustee by the Securities and Exchange Commission, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least fifty million U.S. dollars ($50,000,000), and subject to supervision
or examination by federal, state, territorial, or District of Columbia
authority.

     If such corporation or other Person publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation or other Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

     SECTION 7.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a) The Trustee or any successor hereafter appointed may at any time
resign with respect to the Securities of one or more series by giving written
notice thereof to the Company and by transmitting notice of resignation by mail,
first class postage prepaid, to the Securityholders of such series, as their
names and addresses appear upon the Security Register.

     Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee with respect to Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Security or Securities for at least six months may on
behalf of himself and all others similarly situated, petition any such court for
the


                                      -30-



appointment of a successor trustee. Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.

          (b) In case at any time any one of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
7.08 after written request therefor by the Company or by any Securityholder who
has been a bona fide holder of a Security or Securities for at least six months;
or

          (ii) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.09 and shall fail to resign after written request
therefor by the Company or by any such Securityholder; or

          (iii) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,
or a receiver of the Trustee or of its property shall be appointed or consented
to, or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation;

     then, in any such case, the Company may remove the Trustee with respect to
all Securities and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months may, on behalf of that holder and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

          (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee for such series with the consent of the
Company.

          (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

          (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

     SECTION 7.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a) In case of the appointment hereunder of a successor trustee with
respect to all Securities, every such successor trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such


                                      -31-



successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers, and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring Trustee hereunder.

          (b) In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee relates, (ii)
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.

          (c) Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

          (d) No successor trustee shall accept its appointment unless at the
time of such acceptance such successor trustee shall be qualified and eligible
under this Article.

          (e) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail,


                                      -32-



first class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register. If the Company fails to transmit
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be transmitted at the
expense of the Company.

     SECTION 7.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

     SECTION 7.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

     The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

     SECTION 7.14 NOTICE OF DEFAULT

     If any Default or any Event of Default occurs and is continuing and if such
Default or Event of Default is known to a Responsible Officer of the Trustee,
the Trustee shall mail to each Securityholder in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act notice of the Default or
Event of Default within 45 days after it occurs, unless such Default or Event of
Default has been cured; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest on any
Security, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Securityholders.

                                    ARTICLE 8

                         CONCERNING THE SECURITYHOLDERS

     SECTION 8.01 EVIDENCE OF ACTION BY SECURITYHOLDERS.

     Whenever in this Indenture it is provided that the holders of a majority or
specified percentage in aggregate principal amount of the Securities of a
particular series may take any


                                      -33-



action (including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the holders of such majority or specified percentage
of that series have joined therein may be evidenced by any instrument or any
number of instruments of similar tenor executed by such holders of Securities of
that series in person or by agent or proxy appointed in writing.

     If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of Outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

     SECTION 8.02 PROOF OF EXECUTION BY SECURITYHOLDERS.

     Subject to the provisions of Section 7.01, proof of the execution of any
instrument by a Securityholder (such proof will not require notarization) or his
agent or proxy and proof of the holding by any Person of any of the Securities
shall be sufficient if made in the following manner:

          (a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

The ownership of Securities shall be proved by the Security Register of such
Securities or by a certificate of the Security Registrar thereof.

     The Trustee may require such additional proof of any matter referred to in
this Section as it shall deem necessary.

     SECTION 8.03 WHO MAY BE DEEMED OWNERS.

     Prior to the due presentment for registration of transfer of any Security,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the Person in whose name such Security shall be registered upon the
books of the Company as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of ownership or writing
thereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.03) interest on such Security and for all other purposes;
and neither the Company nor


                                      -34-



the Trustee nor any paying agent nor any Security Registrar shall be affected by
any notice to the contrary.

     SECTION 8.04 CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED.

     In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the Securities of that series that are
owned by the Company or any other obligor on the Securities of that series or by
any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities of such series that the Trustee actually knows are so owned
shall be so disregarded. The Securities so owned that have been pledged in good
faith may be regarded as Outstanding for the purposes of this Section, if the
pledgee shall establish to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. In case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

     SECTION 8.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS.

     At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.


                                      -35-



                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

     SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
SECURITYHOLDERS.

     In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect), without the
consent of the Securityholders, for one or more of the following purposes:

          (a) to cure any ambiguity, defect, or inconsistency herein or in the
Securities of any series;

          (b) to comply with Article Ten;

          (c) to provide for uncertificated Securities in addition to or in
place of certificated Securities;

          (d) to add to the covenants, restrictions, conditions or provisions
relating to the Company for the benefit of the holders of all or any series of
Securities (and if such covenants, restrictions, conditions or provisions are to
be for the benefit of less than all series of Securities, stating that such
covenants, restrictions, conditions or provisions are expressly being included
solely for the benefit of such series), to make the occurrence, or the
occurrence and the continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default, or to surrender any
right or power herein conferred upon the Company;

          (e) to add to, delete from, or revise the conditions, limitations, and
restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of Securities, as herein set forth;

          (f) to make any change that does not adversely affect the rights of
any Securityholder in any material respect;

          (g) to provide for the issuance of and establish the form and terms
and conditions of the Securities of any series as provided in Section 2.01, to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or any series of Securities, or to add to the rights
of the holders of any series of Securities;

          (h) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee; or

          (i) to comply with any requirements of the Securities and Exchange
Commission or any successor in connection with the qualification of this
Indenture under the Trust Indenture Act.


                                      -36-



     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section may
be executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 9.02.

     SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.

     With the consent (evidenced as provided in Section 8.01) of the holders of
not less than a majority in aggregate principal amount of the Securities of each
series affected by such supplemental indenture or indentures at the time
Outstanding, the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner not covered by
Section 9.01 the rights of the holders of the Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding and
affected thereby, (a) extend the fixed maturity of any Securities of any series,
or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof or (b) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders of any
series affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

     SECTION 9.03 EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture pursuant to the provisions
of this Article or of Section 10.01, this Indenture shall, with respect to such
series, be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     SECTION 9.04 SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.

     Securities of any series affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets


                                      -37-



the requirements of any securities exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of that series so modified as to
conform, in the opinion of the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then Outstanding.

     SECTION 9.05 EXECUTION OF SUPPLEMENTAL INDENTURES.

     Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture. The Trustee, subject to the
provisions of Section 7.01, may receive an Officers' Certificate or an Opinion
of Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and conforms to, the
terms of this Article and that it is proper for the Trustee under the provisions
of this Article to join in the execution thereof; provided, however, that such
Officers' Certificate or Opinion of Counsel need not be provided in connection
with the execution of a supplemental indenture that establishes the terms of a
series of Securities pursuant to Section 2.01 hereof.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

                                   ARTICLE 10

                                SUCCESSOR ENTITY

     SECTION 10.01 COMPANY MAY CONSOLIDATE, ETC.

     Except as provided pursuant to Section 2.01 pursuant to a Board Resolution,
and set forth in an Officers' Certificate, or established in one or more
indentures supplemental to this Indenture, nothing contained in this Indenture
shall prevent any consolidation or merger of the Company with or into any other
Person (whether or not affiliated with the Company) or successive consolidations
or mergers in which the Company or its successor or successors shall be a party
or parties, or shall prevent any sale, conveyance, transfer or other disposition
of the property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, upon any such consolidation or merger (in each case, if the
Company


                                      -38-



is not the survivor of such transaction), sale, conveyance, transfer or other
disposition, the due and punctual payment of the principal of (premium, if any)
and interest on all of the Securities of all series in accordance with the terms
of each series, according to their tenor, and the due and punctual performance
and observance of all the covenants and conditions of this Indenture with
respect to each series or established with respect to such series pursuant to
Section 2.01 to be kept or performed by the Company shall be expressly assumed,
by supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee
executed and delivered to the Trustee by the entity formed by such
consolidation, or into which the Company shall have been merged, or by the
entity which shall have acquired such property.

     SECTION 10.02 SUCCESSOR ENTITY SUBSTITUTED.

          (a) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor entity by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the obligations set forth under Section 10.01 on all
of the Securities of all series Outstanding, such successor entity shall succeed
to and be substituted for the Company with the same effect as if it had been
named as the Company herein, and thereupon the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

          (b) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition, such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be
appropriate.

          (c) Nothing contained in this Article shall require any action by the
Company in the case of a consolidation or merger of any Person into the Company
where the Company is the survivor of such transaction, or the acquisition by the
Company, by purchase or otherwise, of all or any part of the property of any
other Person (whether or not affiliated with the Company).

     SECTION 10.03 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

     The Trustee, subject to the provisions of Section 7.01, may receive an
Officers' Certificate or an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or other disposition, and
any such assumption, comply with the provisions of this Article.

                                   ARTICLE 11

                           SATISFACTION AND DISCHARGE

     SECTION 11.01 SATISFACTION AND DISCHARGE OF INDENTURE.

     If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated and not
delivered to the Trustee for cancellation (other than any Securities that shall
have been destroyed, lost or stolen and that shall have been replaced or paid as
provided in Section 2.07 and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held in


                                      -39-



trust by the Company and thereupon repaid to the Company or discharged from such
trust, as provided in Section 11.05); or (b) all such Securities of a particular
series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company or any Guarantor shall deposit or cause to be deposited with the Trustee
as trust funds the entire amount in moneys or Governmental Obligations or a
combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Securities
of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to
such date of maturity or date fixed for redemption, as the case may be, and if
the Company shall also pay or cause to be paid all other sums payable hereunder
with respect to such series by the Company then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall
survive until the date of maturity or redemption date, as the case may be, and
Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the
Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.

     SECTION 11.02 DISCHARGE OF OBLIGATIONS.

     If at any time all such Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 11.01 shall have been paid by the Company or any
Guarantor by depositing irrevocably with the Trustee as trust funds moneys or an
amount of Governmental Obligations sufficient to pay at maturity or upon
redemption all such Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest
due or to become due to such date of maturity or date fixed for redemption, as
the case may be, and if the Company or any Guarantor shall also pay or cause to
be paid all other sums payable hereunder by the Company or any Guarantor with
respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee the obligations
of the Company and any Guarantor under this Indenture with respect to such
series shall cease to be of further effect except for the provisions of Sections
2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall
survive until such Securities shall mature and be paid.

     Thereafter, Sections 7.06 and 11.05 shall survive.

     SECTION 11.03 DEPOSITED MONEYS TO BE HELD IN TRUST.

     All moneys or Governmental Obligations deposited with the Trustee pursuant
to Sections 11.01 or 11.02 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the particular series
of Securities for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Trustee.


                                      -40-



     SECTION 11.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS.

     In connection with the satisfaction and discharge of this Indenture all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys or Governmental Obligations.

     SECTION 11.05 REPAYMENT TO COMPANY.

     Any moneys or Governmental Obligations deposited with any paying agent or
the Trustee, or then held by the Company, in trust for payment of principal of
or premium, if any, or interest on the Securities of a particular series that
are not applied but remain unclaimed by the holders of such Securities for at
least two years after the date upon which the principal of (and premium, if any)
or interest on such Securities shall have respectively become due and payable,
or such other shorter period set forth in applicable escheat or abandoned or
unclaimed property law, shall be repaid to the Company on May 31 of each year or
upon the Company's request or (if then held by the Company) shall be discharged
from such trust; and thereupon the paying agent and the Trustee shall be
released from all further liability with respect to such moneys or Governmental
Obligations, and the holder of any of the Securities entitled to receive such
payment shall thereafter, as a general creditor, look only to the Company for
the payment thereof.

                                   ARTICLE 12

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     SECTION 12.01 NO RECOURSE.

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or any guarantee thereof or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or any Guarantor or of any predecessor or successor corporation of the
Company or any Guarantor, either directly or through the Company or any
Guarantor or any such predecessor or successor corporation of the Company or any
Guarantor, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, stockholders, officers or
directors as such, of the Company, or any Guarantor or of any predecessor or
successor corporation of the Company or any Guarantor, or any of them, because
of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities, or any guarantees thereof, or implied therefrom; and that any
and all such personal liability of every name and nature, either at common law
or in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director as
such, because of the creation of the indebtedness


                                      -41-



hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities, or any
guarantees thereof, or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture, the issuance of such Securities, and any guarantees thereof.

                                   ARTICLE 13

                            MISCELLANEOUS PROVISIONS

     SECTION 13.01 EFFECT ON SUCCESSORS AND ASSIGNS.

     All the covenants, stipulations, promises and agreements in this Indenture
made by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not.

     SECTION 13.02 ACTIONS BY SUCCESSOR.

     Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful successor of the Company.

     SECTION 13.03 SURRENDER OF COMPANY POWERS.

     The Company by instrument in writing executed by authority of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company, and thereupon such power so surrendered shall terminate both as
to the Company and as to any successor corporation.

     SECTION 13.04 NOTICES.

     Except as otherwise expressly provided herein, any notice, request or
demand that by any provision of this Indenture is required or permitted to be
given, made or served by the Trustee or by the holders of Securities or by any
other Person pursuant to this Indenture to or on the Company and/or any
Guarantor may be given or served by being deposited in first class mail, postage
prepaid, addressed (until another address is filed in writing by the Company
with the Trustee), as follows: US Airways Group, Inc., 111 West Rio Salado
Parkway, Tempe, Arizona 85281 or by facsimile or other electronic means as the
Trustee agrees to accept. Any notice, election, request or demand by the Company
or any Securityholder or by any other Person pursuant to this Indenture to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

     SECTION 13.05 GOVERNING LAW.

     This Indenture and each Security (including any guarantee thereof) shall be
deemed to be a contract made under the internal laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of said
State, except to the extent that the Trust Indenture Act is applicable.


                                      -42-



     SECTION 13.06 TREATMENT OF SECURITIES AS DEBT.

     It is intended that the Securities will be treated as indebtedness and not
as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

     SECTION 13.07 CERTIFICATES AND OPINIONS AS TO CONDITIONS PRECEDENT.

          (a) Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture (other than the certificate to be
delivered pursuant to Section 13.12) relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

          (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (i) a statement that the Person making such
certificate or opinion has read such covenant or condition; (ii) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (iii) a statement that, in the opinion of such Person, he has made such
examination or investigation as is reasonably necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and (iv) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

     SECTION 13.08 PAYMENTS ON BUSINESS DAYS.

     Except as provided pursuant to Section 2.01 pursuant to a Board Resolution,
and set forth in an Officers' Certificate, or established in one or more
indentures supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.

     SECTION 13.09 CONFLICT WITH TRUST INDENTURE ACT.

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.


                                      -43-



     SECTION 13.10 COUNTERPARTS.

     This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.

     SECTION 13.11 SEPARABILITY.

     In case any one or more of the provisions contained in this Indenture or in
the Securities of any series shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

     SECTION 13.12 COMPLIANCE CERTIFICATES.

     The Company or any Guarantors shall deliver to the Trustee, within 120 days
after the end of each fiscal year during which any Securities of any series were
outstanding, an officer's certificate stating whether or not the signers know of
any Default or Event of Default that occurred during such fiscal year. Such
certificate shall contain a certification from the principal executive officer,
principal financial officer or principal accounting officer of the Company that
a review has been conducted of the activities of the Company and the Company's
performance under this Indenture and that the Company has complied with all
conditions and covenants under this Indenture. For purposes of this Section
13.12, such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture. If the officer of the
Company signing such certificate has knowledge of such a Default or Event of
Default, the certificate shall describe any such Default or Event of Default and
its status.

                                   ARTICLE 14

                           SUBORDINATION OF SECURITIES

     SECTION 14.01 SUBORDINATION TERMS.

     The payment by the Company of the principal of, premium, if any, and
interest on any series of securities issued hereunder may be subordinated in the
manner contemplated by Section 2.01.

                                   ARTICLE 15

                                   GUARANTEES

     SECTION 15.01 GUARANTEE.

     Any series of Securities may be guaranteed by one or more of the
Guarantors. The terms and the form of any such Guarantee will be established in
the manner contemplated by Section 2.01 for that particular series of
securities.


                                      -44-



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

                                        US AIRWAYS GROUP, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        THE BANK OF NEW YORK TRUST COMPANY,
                                        N.A., AS TRUSTEE


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GUARANTORS


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      -45-



                            CROSS-REFERENCE TABLE (1)



SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED   SECTION OF INDENTURE
- --------------------------------------------------   --------------------
                                                  
310(a)                                                       7.09
310(b)                                                       7.08
7.10
310(c)                                                   Inapplicable
311(a)                                                       7.13
311(b)                                                       7.13
311(c)                                                   Inapplicable
312(a)                                                       5.01
5.02(a)
312(b)                                                      5.02(c)
312(c)                                                      5.02(c)
313(a)                                                      5.04(a)
313(b)                                                      5.04(b)
313(c)                                                      5.04(a)
5.04(b)
313(d)                                                      5.04(c)
314(a)                                                       5.03
13.12
314(b)                                                   Inapplicable
314(c)                                                     13.07(a)
314(d)                                                   Inapplicable
314(e)                                                     13.07(b)
314(f)                                                   Inapplicable
315(a)                                                      7.01(a)
7.01(b)
315(b)                                                       7.14
315(c)                                                       7.01
315(d)                                                      7.01(b)
315(e)                                                       6.07
316(a)                                                       6.06
8.04
316(b)                                                       6.04
316(c)                                                       8.01
317(a)                                                       6.02
317(b)                                                       4.03
318(a)                                                       13.09


- ----------
(1)  This Cross-Reference Table does not constitute part of the Indenture and
     shall not have any bearing on the interpretation of any of its terms or
     provisions.

EX-4.8

                                                                     Exhibit 4.8

                          AMERICA WEST AIRLINES, INC.,
                                     ISSUER

                                       AND

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                     TRUSTEE

                   GUARANTEED TO THE EXTENT SET FORTH THEREIN
                         BY THE GUARANTORS NAMED HEREIN

                                   ----------

                                    INDENTURE

                                   ----------

                          DATED AS OF __________, 2006

                                 DEBT SECURITIES



                                TABLE OF CONTENTS

                                                                           
ARTICLE 1  DEFINITIONS.....................................................    6
   SECTION 1.01  DEFINITIONS OF TERMS......................................    6

ARTICLE 2  ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE
           OF SECURITIES...................................................   10
   SECTION 2.01  DESIGNATION AND TERMS OF SECURITIES.......................   10
   SECTION 2.02  FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE..............   12
   SECTION 2.03  DENOMINATIONS: PROVISIONS FOR PAYMENT.....................   13
   SECTION 2.04  EXECUTION AND AUTHENTICATIONS.............................   14
   SECTION 2.05  REGISTRATION OF TRANSFER AND EXCHANGE.....................   15
   SECTION 2.06  TEMPORARY SECURITIES......................................   16
   SECTION 2.07  MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES...........   16
   SECTION 2.08  CANCELLATION..............................................   17
   SECTION 2.09  BENEFITS OF INDENTURE.....................................   17
   SECTION 2.10  AUTHENTICATING AGENT......................................   17
   SECTION 2.11  GLOBAL SECURITIES.........................................   18

ARTICLE 3  REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS............   19
   SECTION 3.01  REDEMPTION................................................   19
   SECTION 3.02  NOTICE OF REDEMPTION......................................   19
   SECTION 3.03  PAYMENT UPON REDEMPTION...................................   20
   SECTION 3.04  SINKING FUND..............................................   21
   SECTION 3.05  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.....   21
   SECTION 3.06  REDEMPTION OF SECURITIES FOR SINKING FUND.................   21

ARTICLE 4  COVENANTS.......................................................   22
   SECTION 4.01  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST................   22
   SECTION 4.02  MAINTENANCE OF OFFICE OR AGENCY...........................   22
   SECTION 4.03  PAYING AGENTS.............................................   22
   SECTION 4.04  APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE..........   23
   SECTION 4.05  COMPLIANCE WITH CONSOLIDATION PROVISIONS..................   24

ARTICLE 5  SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE
           TRUSTEE.........................................................   24
   SECTION 5.01  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                 SECURITYHOLDERS...........................................   24
   SECTION 5.02  PRESERVATION OF INFORMATION; COMMUNICATIONS WITH
                 SECURITYHOLDERS...........................................   24
   SECTION 5.03  REPORTS BY THE COMPANY....................................   24
   SECTION 5.04  REPORTS BY THE TRUSTEE....................................   25




                                      -i-



                                TABLE OF CONTENTS
                                   (continued)

                                                                           
ARTICLE 6  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
           DEFAULT.........................................................   25
   SECTION 6.01  EVENTS OF DEFAULT.........................................   25
   SECTION 6.02  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                 TRUSTEE...................................................   27
   SECTION 6.03  APPLICATION OF MONEYS COLLECTED...........................   28
   SECTION 6.04  LIMITATION ON SUITS.......................................   29
   SECTION 6.05  RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
                 WAIVER....................................................   29
   SECTION 6.06  CONTROL BY SECURITYHOLDERS................................   30
   SECTION 6.07  UNDERTAKING TO PAY COSTS..................................   30

ARTICLE 7  CONCERNING THE TRUSTEE..........................................   31
   SECTION 7.01  CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE............   31
   SECTION 7.02  CERTAIN RIGHTS OF TRUSTEE.................................   32
   SECTION 7.03  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR
                 SECURITIES................................................   33
   SECTION 7.04  MAY HOLD SECURITIES.......................................   34
   SECTION 7.05  MONEYS HELD IN TRUST......................................   34
   SECTION 7.06  COMPENSATION AND REIMBURSEMENT............................   34
   SECTION 7.07  RELIANCE ON OFFICERS' CERTIFICATE.........................   34
   SECTION 7.08  DISQUALIFICATION; CONFLICTING INTERESTS...................   35
   SECTION 7.09  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...................   35
   SECTION 7.10  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.........   35
   SECTION 7.11  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR....................   36
   SECTION 7.12  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                 BUSINESS..................................................   38
   SECTION 7.13  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.....   38
   SECTION 7.14  NOTICE OF DEFAULT.........................................   38

ARTICLE 8  CONCERNING THE SECURITYHOLDERS..................................   38
   SECTION 8.01  EVIDENCE OF ACTION BY SECURITYHOLDERS.....................   38
   SECTION 8.02  PROOF OF EXECUTION BY SECURITYHOLDERS.....................   39
   SECTION 8.03  WHO MAY BE DEEMED OWNERS..................................   39
   SECTION 8.04  CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED...........   40
   SECTION 8.05  ACTIONS BINDING ON FUTURE SECURITYHOLDERS.................   40

ARTICLE 9  SUPPLEMENTAL INDENTURES.........................................   41
   SECTION 9.01  SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
                 SECURITYHOLDERS...........................................   41




                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)

                                                                           
   SECTION 9.02  SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS...   42
   SECTION 9.03  EFFECT OF SUPPLEMENTAL INDENTURES.........................   42
   SECTION 9.04  SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES............   42
   SECTION 9.05  EXECUTION OF SUPPLEMENTAL INDENTURES......................   43

ARTICLE 10 SUCCESSOR ENTITY................................................   43
   SECTION 10.01 COMPANY MAY CONSOLIDATE, ETC..............................   43
   SECTION 10.02 SUCCESSOR ENTITY SUBSTITUTED..............................   44
   SECTION 10.03 EVIDENCE OF CONSOLIDATION, ETC............................   44

ARTICLE 11 SATISFACTION AND DISCHARGE......................................   44
   SECTION 11.01 SATISFACTION AND DISCHARGE OF INDENTURE...................   44
   SECTION 11.02 DISCHARGE OF OBLIGATIONS..................................   45
   SECTION 11.03 DEPOSITED MONEYS TO BE HELD IN TRUST......................   45
   SECTION 11.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS...................   46
   SECTION 11.05 REPAYMENT TO COMPANY......................................   46

ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
           DIRECTORS.......................................................   46
   SECTION 12.01 NO RECOURSE...............................................   46

ARTICLE 13 MISCELLANEOUS PROVISIONS........................................   47
   SECTION 13.01 EFFECT ON SUCCESSORS AND ASSIGNS..........................   47
   SECTION 13.02 ACTIONS BY SUCCESSOR......................................   47
   SECTION 13.03 SURRENDER OF COMPANY POWERS...............................   47
   SECTION 13.04 NOTICES...................................................   47
   SECTION 13.05 GOVERNING LAW.............................................   47
   SECTION 13.06 TREATMENT OF SECURITIES AS DEBT...........................   48
   SECTION 13.07 CERTIFICATES AND OPINIONS AS TO CONDITIONS PRECEDENT......   48
   SECTION 13.08 PAYMENTS ON BUSINESS DAYS.................................   48
   SECTION 13.09 CONFLICT WITH TRUST INDENTURE ACT.........................   48
   SECTION 13.10 COUNTERPARTS..............................................   49
   SECTION 13.11 SEPARABILITY..............................................   49
   SECTION 13.12 COMPLIANCE CERTIFICATES...................................   49

ARTICLE 14 SUBORDINATION OF SECURITIES.....................................   49
   SECTION 14.01 SUBORDINATION TERMS.......................................   49

ARTICLE 15 GUARANTEES......................................................   49
   SECTION 15.01 GUARANTEE.................................................   49



(1)  This Table of Contents does not constitute part of the Indenture and shall
     not have any bearing on the interpretation of any of its terms or
     provisions.


                                     -iii-



                                   INDENTURE

     INDENTURE, dated as of __________________, 2006, among AMERICA WEST
AIRLINES, INC., a Delaware corporation (the "Company"), the guarantors, if any,
listed on Schedule 1 hereto (herein called the "Guarantors") and THE BANK OF NEW
YORK TRUST COMPANY, N.A., as trustee (the "Trustee"):

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of debt
securities (hereinafter referred to as the "Securities"), in an unlimited
aggregate principal amount to be issued from time to time in one or more series
as in this Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee;

     WHEREAS, to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:

                                    ARTICLE 1

                                   DEFINITIONS

     SECTION 1.01 DEFINITIONS OF TERMS.

     The terms defined in this Section (except as in this Indenture or any
indenture supplemental hereto otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
and shall include the plural as well as the singular. All other terms used in
this Indenture that are defined in the Trust Indenture Act of 1939, as amended,
or that are by reference in such Act defined in the Securities Act of 1933, as
amended (except as herein or any indenture supplemental hereto otherwise
expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument.

     "AUTHENTICATING AGENT" means an authenticating agent with respect to all or
any of the series of Securities appointed by the Trustee pursuant to Section
2.10.

     "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar federal or state
law for the relief of debtors.

     "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
duly authorized committee of such Board.



     "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.

     "BUSINESS DAY" means, with respect to any series of Securities, any day
other than a day on which federal or state banking institutions in the Borough
of Manhattan, the City of New York, or in the city of the Corporate Trust Office
of the Trustee, are authorized or obligated by law, executive order or
regulation to close.

     "CERTIFICATE" means a certificate signed by any Officer. The Certificate
need not comply with the provisions of Section 13.07.

     "COMPANY" means America West Airlines, Inc., a corporation duly organized
and existing under the laws of the State of Delaware, and, subject to the
provisions of Article Ten, shall also include its successors and assigns.

     "CORPORATE TRUST OFFICE" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 100 Ashford Center North, Suite
520, Atlanta, Georgia 30338.

     "CUSTODIAN" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

     "DEFAULT" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

     "DEPOSITARY" means, with respect to Securities of any series for which the
Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), or other applicable
statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.01 or 2.11.

     "EVENT OF DEFAULT" means, with respect to Securities of a particular
series, any event specified in Section 6.01, continued for the period of time,
if any, therein designated.

     "GLOBAL SECURITY" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.

     "GOVERNMENTAL OBLIGATIONS" means securities that are (a) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or (b) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof at any time prior to
the stated maturity of the Securities, and shall also include a depositary
receipt issued by a bank or trust company as


                                      -2-



custodian with respect to any such Governmental Obligation or a specific payment
of principal of or interest on any such Governmental Obligation held by such
custodian for the account of the holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Governmental
Obligation or the specific payment of principal of or interest on the
Governmental Obligation evidenced by such depositary receipt.

     "GUARANTEE" means a guarantee by any Guarantor of an obligation under this
Indenture.

     "HEREIN", "HEREOF" and "HEREUNDER", and other words of similar import,
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

     "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof.

     "INTEREST PAYMENT DATE", when used with respect to any installment of
interest on a Security of a particular series, means the date specified in such
Security or in a Board Resolution or in an indenture supplemental hereto with
respect to such series as the fixed date on which an installment of interest
with respect to Securities of that series is due and payable.

     "OBLIGOR" on the Securities means the Company and any guarantor and any
successor obligor on the Securities.

     "OFFICER" means, with respect to the Company, the chairman of the Board of
Directors, a chief executive officer, a president, a chief operating officer,
any senior vice president, any vice president or a chief financial officer, the
treasurer or any assistant treasurer, the controller or any assistant controller
or the secretary or any assistant secretary.

     "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers.
Each such certificate shall include the statements provided for in Section
13.07, if and to the extent required by the provisions thereof.

     "OPINION OF COUNSEL" means an opinion in writing subject to customary
exceptions of legal counsel, who may be an employee of or counsel for the
Company, that is delivered to the Trustee in accordance with the terms hereof.
Each such opinion shall include the statements provided for in Section 13.07, if
and to the extent required by the provisions thereof.

     "OUTSTANDING", when used with reference to Securities of any series, means,
subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Securities theretofore canceled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Securities or portions
thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company


                                      -3-



shall act as its own paying agent); provided, however, that if such Securities
or portions of such Securities are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and (c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of
Section 2.07.

     "PERSON" means any individual, corporation, partnership, joint venture,
joint-stock company, limited liability company, association, trust,
unincorporated organization, any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

     "RESPONSIBLE OFFICER" when used with respect to the Trustee means the
chairman of its board of directors, the chief executive officer, the president,
any vice president, the secretary, the treasurer, any trust officer, any
corporate trust officer or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the Persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

     "SECURITIES" means the debt Securities authenticated and delivered under
this Indenture.

     "SECURITYHOLDER", "holder of Securities", "registered holder", or other
similar term, means the Person or Persons in whose name or names a particular
Security shall be registered on the books of the Company kept for that purpose
in accordance with the terms of this Indenture.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" shall have the meanings as set
forth in Section 2.05.

     "SUBSIDIARY" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner.

     "TRUSTEE" means The Bank of New York Trust Company, N.A., and, subject to
the provisions of Article Seven, shall also include its successors and assigns,
and, if at any time there is more than one Person acting in such capacity
hereunder, "Trustee" shall mean each such Person. The term "Trustee" as used
with respect to a particular series of the Securities shall mean the trustee
with respect to that series.


                                      -4-



     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended.

     "VOTING STOCK", as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

                                    ARTICLE 2

               ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION
                           AND EXCHANGE OF SECURITIES

     SECTION 2.01 DESIGNATION AND TERMS OF SECURITIES.

          (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series up to the aggregate principal amount of
Securities of that series from time to time authorized by or pursuant to a Board
Resolution or pursuant to one or more indentures supplemental hereto. Prior to
the initial issuance of Securities of any series, there shall be established in
or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or
established in one or more indentures supplemental hereto:

               (1) the title of the Securities of the series (which shall
distinguish the Securities of that series from all other Securities);

               (2) any limit upon the aggregate principal amount of the
Securities of that series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of that
series);

               (3) the date or dates on which the principal of the Securities of
the series is payable, any original issue discount that may apply to the
Securities of that series upon their issuance, the principal amount due at
maturity, and the place(s) of payment;

               (4) the rate or rates at which the Securities of the series shall
bear interest or the manner of calculation of such rate or rates, if any;

               (5) the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates, the place(s) of payment, and the
record date for the determination of holders to whom interest is payable on any
such Interest Payment Dates or the manner of determination of such record dates;

               (6) the right, if any, to extend the interest payment periods and
the duration of such extension;


                                      -5-



               (7) the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

               (8) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund, mandatory redemption, or
analogous provisions (including payments made in cash in satisfaction of future
sinking fund obligations) or at the option of a holder thereof and the period or
periods within which, the price or prices at which, and the terms and conditions
upon which, Securities of the series shall be redeemed or purchased, in whole or
in part, pursuant to such obligation;

               (9) the form of the Securities of the series including the form
of the Certificate of Authentication for such series;

               (10) if other than denominations of one thousand U.S. dollars
($1,000) or any integral multiple thereof, the denominations in which the
Securities of the series shall be issuable;

               (11) any and all other terms (including terms, to the extent
applicable, relating to any auction or remarketing of the Securities of that
series and any security for the obligations of the Company with respect to such
Securities) with respect to such series (which terms shall not be inconsistent
with the terms of this Indenture, as amended by any supplemental indenture)
including any terms which may be required by or advisable under United States
laws or regulations or advisable in connection with the marketing of Securities
of that series;

               (12) whether the Securities are issuable as a Global Security
and, in such case, the terms and the identity of the Depositary for such series;

               (13) whether the Securities will be convertible into or
exchangeable for shares of common stock or other securities of the Company or
any other Person and, if so, the terms and conditions upon which such Securities
will be so convertible or exchangeable, including the conversion or exchange
price, as applicable, or how it will be calculated and may be adjusted, any
mandatory or optional (at the Company's option or the holders' option)
conversion or exchange features, and the applicable conversion or exchange
period;

               (14) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01;

               (15) any additional or different Events of Default or restrictive
covenants (which may include, among other restrictions, restrictions on the
Company's ability or the ability of the Company's Subsidiaries to: incur
additional indebtedness; issue additional securities; create liens; pay
dividends or make distributions in respect of their capital stock; redeem
capital stock; place restrictions on such Subsidiaries placing restrictions on
their ability to pay dividends, make distributions or transfer assets; make
investments or other restricted payments; sell or otherwise dispose of assets;
enter into sale-leaseback transactions; engage in transactions with stockholders
and affiliates; issue or sell stock of their Subsidiaries; or effect a
consolidation or merger) or financial covenants (which may include, among other
financial


                                      -6-



covenants, financial covenants that require the Company and its Subsidiaries to
maintain specified interest coverage, fixed charge, cash flow-based or
asset-based ratios) provided for with respect to the Securities of the series;

               (16) if other than dollars, the coin or currency in which the
Securities of the series are denominated (including, but not limited to, foreign
currency);

               (17) the terms and conditions, if any, upon which the Company
shall pay amounts in addition to the stated interest, premium, if any and
principal amounts of the Securities of the series to any Securityholder that is
not a "United States person" for federal tax purposes;

               (18) any restrictions on transfer, sale or assignment of the
Securities of the series;

               (19) the form and terms of any guarantee of any Securities of the
series; and

               (20) the subordination terms, if any, of the Securities of the
series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to any
such Board Resolution or in any indentures supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution of the Company, a copy of an appropriate record of such
action shall be certified by the secretary or an assistant secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate of the Company setting forth the terms of the series.

     Securities of any particular series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different redemption dates.

     SECTION 2.02 FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE.

     The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution, and set forth in an Officers' Certificate,
and they may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange on which Securities of that series may be listed, or
to conform to usage.


                                      -7-


     SECTION 2.03 DENOMINATIONS: PROVISIONS FOR PAYMENT.

     The Securities shall be issuable as registered Securities and in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01(10). The Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series. The principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.

     The interest installment on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date for Securities of that
series shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Security of a
particular series or portion thereof is called for redemption and the redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such Interest Payment Date, interest on such Security will be
paid upon presentation and surrender of such Security as provided in Section
3.03.

     Any interest on any Security that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date for Securities of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (1) or clause (2) below:

               (1) The Company may make payment of any Defaulted Interest on
Securities to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Security and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a special record date for the payment of such
Defaulted Interest which shall not be more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be mailed, first
class postage prepaid, to each Securityholder at his or her address as it
appears in the Security Register (as hereinafter defined), not less than 10 days
prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been mailed as
aforesaid, such


                                       -8-



Defaulted Interest shall be paid to the Persons in whose names such Securities
(or their respective Predecessor Securities) are registered on such special
record date.

               (2) The Company may make payment of any Defaulted Interest on any
Securities in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.

     Unless otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in this Section
with respect to a series of Securities and any Interest Payment Date for such
series shall mean either the fifteenth day of the month immediately preceding
the month in which an Interest Payment Date established for such series pursuant
to Section 2.01 hereof shall occur, if such Interest Payment Date is the first
day of a month, or the first day of the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the fifteenth day of a month, whether or not such date
is a Business Day.

     Subject to the foregoing provisions of this Section, each Security of a
series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Security of such series shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Security.

     SECTION 2.04 EXECUTION AND AUTHENTICATIONS.

     The Securities shall be signed on behalf of the Company by one of its
Officers. Signatures may be in the form of a manual or facsimile signature.

     The Company may use the facsimile signature of any Person who shall have
been an Officer, notwithstanding the fact that at the time the Securities shall
be authenticated and delivered or disposed of such Person shall have ceased to
be such an officer of the Company. The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or usage. Each
Security shall be dated the date of its authentication by the Trustee.

     A Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a written order of the Company for the authentication and delivery of such
Securities, signed by an Officer, and the Trustee in accordance with such
written order shall authenticate and deliver such Securities.

     In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.


                                      -9-



     The Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.

     SECTION 2.05 REGISTRATION OF TRANSFER AND EXCHANGE.

          (a) Securities of any series may be exchanged upon presentation
thereof at the office or agency of the Company designated for such purpose in
the Borough of Manhattan, the City and State of New York, for other Securities
of such series of authorized denominations, and for a like aggregate principal
amount, upon payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, all as provided in this Section. In respect of any
Securities so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in exchange therefor
the Security or Securities of the same series that the Securityholder making the
exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

          (b) The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company, a register
or registers (herein referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall register
the Securities and the transfers of Securities as in this Article provided and
which at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Securities and transfer of Securities
as herein provided shall be appointed as authorized by Board Resolution (the
"Security Registrar").

     Upon surrender for transfer of any Security at the office or agency of the
Company designated for such purpose, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as the
Security presented for a like aggregate principal amount.

     All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by such holder's duly authorized attorney
in writing.

          (c) Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and set forth in an Officers' Certificate, or established in one or
more indentures supplemental to this Indenture, no service charge shall be made
for any exchange or registration of transfer of Securities, or issue of new
Securities in case of partial redemption of any series, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.06,
Section 3.03(b) and Section 9.04 not involving any transfer.

          (d) The Company shall not be required (i) to issue, exchange or
register the transfer of any Securities during a period beginning at the opening
of business 15 days before the


                                      -10-



day of the mailing of a notice of redemption of less than all the Outstanding
Securities of the same series and ending at the close of business on the day of
such mailing, nor (ii) to register the transfer of or exchange any Securities of
any series or portions thereof called for redemption, other than the unredeemed
portion of any such Securities being redeemed in part. The provisions of this
Section 2.05 are, with respect to any Global Security, subject to Section 2.11
hereof.

     SECTION 2.06 TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any series, the Company
may execute, and the Trustee shall authenticate and deliver, temporary
Securities (printed, lithographed or typewritten) of any authorized
denomination. Such temporary Securities shall be substantially in the form of
the definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of
any series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series. Without unnecessary delay
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City and
State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

     SECTION 2.07 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

     In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company's request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written
request or authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

     In case any Security that has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or


                                      -11-



authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as they may require to save
them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

     Every replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities, and shall preclude (to the extent lawful) any and all
other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

     SECTION 2.08 CANCELLATION.

     All Securities surrendered for the purpose of payment, redemption, exchange
or registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

     SECTION 2.09 BENEFITS OF INDENTURE.

     Nothing in this Indenture or in the Securities, express or implied, shall
give or be construed to give to any Person, other than the parties hereto and
the holders of the Securities (and, with respect to the provisions of Article
Fourteen, the holders of any indebtedness of the Company to which the Securities
of any series are subordinated) any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders of the Securities
(and, with respect to the provisions of Article Fourteen, the holders of any
indebtedness of the Company to which the Securities of any series are
subordinated).

     SECTION 2.10 AUTHENTICATING AGENT.

     So long as any of the Securities of any series remain Outstanding there may
be an Authenticating Agent for any or all such series of Securities which the
Trustee shall have the


                                      -12-



right to appoint. Said Authenticating Agent shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon exchange,
transfer or partial redemption thereof, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. All references in
this Indenture to the authentication of Securities by the Trustee shall be
deemed to include authentication by an Authenticating Agent for such series.
Each Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state authorities. If at any
time any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.

     Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time (and
upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
to the Company. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.

     SECTION 2.11 GLOBAL SECURITIES.

          (a) If the Company shall establish pursuant to Section 2.01 that the
Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, a Global Security that (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the Outstanding Securities of such series, (ii) shall be registered in
the name of the Depositary or its nominee, (iii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's instruction and (iv)
shall bear a legend substantially to the following effect: "Except as otherwise
provided in Section 2.11 of the Indenture, this Security may be transferred, in
whole but not in part, only to another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary."

          (b) Notwithstanding the provisions of Section 2.05, the Global
Security of a series may be transferred, in whole but not in part and in the
manner provided in Section 2.05, only to another nominee of the Depositary for
such series, or to a successor Depositary for such series selected or approved
by the Company or to a nominee of such successor Depositary.

          (c) If at any time the Depositary for a series of the Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer
be registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or


                                      -13-



becomes aware of such condition, as the case may be, or if an Event of Default
has occurred and is continuing and the Company has received a request from the
Depositary, this Section 2.11 shall no longer be applicable to the Securities of
such series and the Company will execute, and subject to Section 2.04, the
Trustee will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. In addition, the
Company may at any time determine that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this
Section 2.11 shall no longer apply to the Securities of such series. In such
event the Company will execute and, subject to Section 2.04, the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the Persons in whose names such Securities are so
registered.

                                   ARTICLE 3

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

     SECTION 3.01 REDEMPTION.

     The Company may redeem the Securities of any series issued hereunder on and
after the dates and in accordance with the terms established for such series
pursuant to Section 2.01 hereof.

     SECTION 3.02 NOTICE OF REDEMPTION.

          (a) In case the Company shall desire to exercise such right to redeem
all or, as the case may be, a portion of the Securities of any series in
accordance with any right the Company reserved for itself to do so pursuant to
Section 2.01 hereof, the Company shall, or shall cause the Trustee to, give
notice of such redemption to holders of the Securities of such series to be
redeemed by mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 90 days before the date fixed for
redemption of that series to such holders at their last addresses as they shall
appear upon the Security Register, unless a shorter period is specified in the
Securities to be redeemed. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of
such series or any other series. In the case of any redemption of Securities
prior to the


                                      -14-



expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with any such restriction.

     Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Securities of that series are to be redeemed,
and shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest will
cease to accrue and that the redemption is for a sinking fund, if such is the
case. If less than all the Securities of a series are to be redeemed, the notice
to the holders of Securities of that series to be redeemed in part shall specify
the particular Securities to be so redeemed.

     In case any Security is to be redeemed in part only, the notice that
relates to such Security shall state the portion of the principal amount thereof
to be redeemed, and shall state that on and after the redemption date, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

          (b) If less than all the Securities of a series are to be redeemed,
the Company shall give the Trustee at least 45 days' notice (unless a shorter
notice shall be satisfactory to the Trustee) in advance of the date fixed for
redemption as to the aggregate principal amount of Securities of the series to
be redeemed, and thereupon the Trustee shall select, by lot or in such other
manner as it shall deem appropriate and fair in its discretion and that may
provide for the selection of a portion or portions (equal to one thousand U.S.
dollars ($1,000) or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part. The Company may,
if and whenever it shall so elect, by delivery of instructions signed on its
behalf by an Officer, instruct the Trustee or any paying agent to call all or
any part of the Securities of a particular series for redemption and to give
notice of redemption in the manner set forth in this Section, such notice to be
in the name of the Company or its own name as the Trustee or such paying agent
may deem advisable. In any case in which notice of redemption is to be given by
the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

     SECTION 3.03 PAYMENT UPON REDEMPTION.

          (a) If the giving of notice of redemption shall have been completed as
above provided, the Securities or portions of Securities of the series to be
redeemed specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date
fixed for redemption, unless the Company shall default in the payment of such
redemption price


                                      -15-



and accrued interest with respect to any such Security or portion thereof. On
presentation and surrender of such Securities on or after the date fixed for
redemption at the place of payment specified in the notice, said Securities
shall be paid and redeemed at the applicable redemption price for such series,
together with interest accrued thereon to the date fixed for redemption (but if
the date fixed for redemption is an interest payment date, the interest
installment payable on such date shall be payable to the registered holder at
the close of business on the applicable record date pursuant to Section 2.03).

          (b) Upon presentation of any Security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Security of
the same series of authorized denominations in principal amount equal to the
unredeemed portion of the Security so presented.

     SECTION 3.04 SINKING FUND.

     The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

     SECTION 3.05 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company (i) may deliver Outstanding Securities of a series and (ii) may
apply as a credit Securities of a series that have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
redemption price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     SECTION 3.06 REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied


                                      -16-



by delivering and crediting Securities of that series pursuant to Section 3.05
and the basis for such credit and will, together with such Officers'
Certificate, deliver to the Trustee any Securities to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.02. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
3.03.

                                   ARTICLE 4

                                   COVENANTS

     SECTION 4.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company will duly and punctually pay or cause to be paid the principal
of (and premium, if any) and interest on the Securities of that series at the
time and place and in the manner provided herein and established with respect to
such Securities.

     SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY.

     So long as any series of the Securities remain Outstanding, the Company
agrees to maintain an office or agency in the Borough of Manhattan, the City and
State of New York, with respect to each such series and at such other location
or locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented for payment, (ii) Securities of that
series may be presented as herein above authorized for registration of transfer
and exchange, and (iii) notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by any officer authorized to sign an Officers'
Certificate and delivered to the Trustee, designate some other office or agency
for such purposes or any of them. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, notices and
demands. The Company initially appoints the Corporate Trust Office of the
Trustee located in the Borough of Manhattan, the City of New York as its paying
agent with respect to the Securities.

     SECTION 4.03 PAYING AGENTS.

          (a) If the Company shall appoint one or more paying agents for all or
any series of the Securities, other than the Trustee, the Company will cause
each such paying agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this
Section:

               (1) that it will hold all sums held by it as such agent for the
payment of the principal of (and premium, if any) or interest on the Securities
of that series (whether such


                                      -17-



sums have been paid to it by the Company or by any other obligor of such
Securities) in trust for the benefit of the Persons entitled thereto;

               (2) that it will give the Trustee notice of any failure by the
Company (or by any other obligor of such Securities) to make any payment of the
principal of (and premium, if any) or interest on the Securities of that series
when the same shall be due and payable;

               (3) that it will, at any time during the continuance of any
failure referred to in the preceding paragraph (a)(2) above, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust
by such paying agent; and

               (4) that it will perform all other duties of paying agent as set
forth in this Indenture.

          (b) If the Company shall act as its own paying agent with respect to
any series of the Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Securities of that series, set
aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming due on Securities of that series until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Company shall have one or
more paying agents for any series of Securities, it will, prior to each due date
of the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such paying agent is the Trustee) the Company will promptly notify the
Trustee of this action or failure so to act.

          (c) Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by the Company
or any paying agent to the Trustee, the Company or such paying agent shall be
released from all further liability with respect to such money.

     SECTION 4.04 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee hereunder.


                                      -18-



     SECTION 4.05 COMPLIANCE WITH CONSOLIDATION PROVISIONS.

     The Company will not, while any of the Securities remain Outstanding,
consolidate with or merge into any other Person, in either case where the
Company is not the survivor of such transaction, or sell or convey all or
substantially all of its property to any other Person unless the provisions of
Article Ten hereof are complied with.

                                   ARTICLE 5

        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

     SECTION 5.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
SECURITYHOLDERS.

     The Company will furnish or cause to be furnished to the Trustee (a) within
15 days after each regular record date (as defined in Section 2.03) a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the holders of each series of Securities as of such regular record date,
provided that the Company shall not be obligated to furnish or cause to furnish
such list at any time that the list shall not differ in any respect from the
most recent list furnished to the Trustee by the Company and (b) at such other
times as the Trustee may request in writing within 30 days after the receipt by
the Company of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished; provided,
however, that, in either case, no such list need be furnished for any series for
which the Trustee shall be the Security Registrar.

     SECTION 5.02 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH
SECURITYHOLDERS.

          (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Securities contained in the most recent list furnished to it as provided in
Section 5.01 and as to the names and addresses of holders of Securities received
by the Trustee in its capacity as Security Registrar (if acting in such
capacity).

          (b) The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.

          (c) Securityholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities, and, in connection with any such
communications, the Trustee shall satisfy its obligations under Section 312(b)
of the Trust Indenture Act in accordance with the provisions of Section 312(b)
of the Trust Indenture Act.

     SECTION 5.03 REPORTS BY THE COMPANY.

     The Company covenants and agrees to provide a copy to the Trustee, after
the Company is required to file the same with the Securities and Exchange
Commission, copies of the annual


                                      -19-



reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Securities and Exchange Commission may
from time to time by rules and regulations prescribe) that the Company may be
required to file with the Securities and Exchange Commission pursuant to Section
13 or Section 15(d) of the Exchange Act.

     SECTION 5.04 REPORTS BY THE TRUSTEE.

          (a) On or before July 15 in each year in which any of the Securities
are Outstanding, the Trustee shall transmit by mail, first class postage
prepaid, to the Securityholders, as their names and addresses appear upon the
Security Register, a brief report dated as of the preceding May 15, if and to
the extent required under Section 313(a) of the Trust Indenture Act.

          (b) The Trustee shall comply with Section 313(b) and 313(c) of the
Trust Indenture Act.

          (c) A copy of each such report shall, at the time of such transmission
to Securityholders, be filed by the Trustee with the Company, with each
securities exchange upon which any Securities are listed (if so listed) and also
with the Securities and Exchange Commission. The Company agrees to notify the
Trustee when any Securities become listed on any securities exchange.

                                   ARTICLE 6

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

     SECTION 6.01 EVENTS OF DEFAULT.

          (a) Whenever used herein with respect to Securities of a particular
series, "Event of Default" means any one or more of the following events that
has occurred and is continuing:

               (1) the Company defaults in the payment of any installment of
interest upon any of the Securities of that series, as and when the same shall
become due and payable, and such default continues for a period of 90 days;
provided, however, that a valid extension of an interest payment period by the
Company in accordance with the terms of any indenture supplemental hereto shall
not constitute a default in the payment of interest for this purpose;

               (2) the Company defaults in the payment of the principal of (or
premium, if any, on) any of the Securities of that series as and when the same
shall become due and payable whether at maturity, upon redemption, by
declaration or otherwise, or in any payment required by any sinking or analogous
fund established with respect to that series; provided, however, that a valid
extension of the maturity of such Securities in accordance with the terms of any
indenture supplemental hereto shall not constitute a default in the payment of
principal or premium, if any;


                                      -20-



               (3) the Company fails to observe or perform any other of its
covenants or agreements with respect to that series contained in this Indenture
or otherwise established with respect to that series of Securities pursuant to
Section 2.01 hereof (other than a covenant or agreement that has been expressly
included in this Indenture solely for the benefit of one or more series of
Securities other than such series) for a period of 90 days after the date on
which written notice of such failure, requiring the same to be remedied and
stating that such notice is a "Notice of Default" hereunder, shall have been
given to the Company by the Trustee, by registered or certified mail, or to the
Company and the Trustee by the holders of at least 25% in principal amount of
the Securities of that series at the time Outstanding;

               (4) the Company pursuant to or within the meaning of any
Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an
order for relief against it in an involuntary case, (iii) consents to the
appointment of a Custodian of it or for all or substantially all of its property
or (iv) makes a general assignment for the benefit of its creditors; or

               (5) a court of competent jurisdiction enters an order under any
Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company for all or substantially all of
its property or (iii) orders the liquidation of the Company, and the order or
decree remains unstayed and in effect for 90 days.

          (b) In each and every such case (other than an Event of Default
specified in clause (4) or clause (5) above), unless the principal of all the
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Securities of that series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by such Securityholders), may declare
the principal of (and premium, if any, on) and accrued and unpaid interest on
all the Securities of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable. If an Event of Default specified in clause (4) or clause (5) above
occurs, the principal of and accrued and unpaid interest on all the Securities
of that series shall automatically be immediately due and payable without any
declaration or other act on the part of the Trustee or the holders of the
Securities.

          (c) At any time after the principal of (and premium, if any, on) and
accrued and unpaid interest on the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
holders of a majority in aggregate principal amount of the Securities of that
series then Outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if: (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that series
that shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Securities of that series to the date of such
payment or deposit) and the amount payable to the Trustee under Section 7.06,
and (ii) any and all Events of Default under the Indenture with respect to such
series, other than the nonpayment of principal on (and premium, if any, on) and


                                      -21-



accrued and unpaid interest on Securities of that series that shall not have
become due by their terms, shall have been remedied or waived as provided in
Section 6.06.

     No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.

          (d) In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case, subject to any determination in such
proceedings, the Company and the Trustee shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of
the Company and the Trustee shall continue as though no such proceedings had
been taken.

     SECTION 6.02 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

          (a) The Company covenants that (i) in case it shall default in the
payment of any installment of interest on any of the Securities of a series, or
in any payment required by any sinking or analogous fund established with
respect to that series as and when the same shall have become due and payable,
and such default shall have continued for a period of 90 Business Days, or (ii)
in case it shall default in the payment of the principal of (or premium, if any,
on) any of the Securities of a series when the same shall have become due and
payable, whether upon maturity of the Securities of a series or upon redemption
or upon declaration or otherwise then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Securities of
that series, the whole amount that then shall have been become due and payable
on all such Securities for principal (and premium, if any) or interest, or both,
as the case may be, with interest upon the overdue principal (and premium, if
any) and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest at the rate per annum
expressed in the Securities of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section 7.06.

          (b) If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the
Securities of that series and collect the moneys adjudged or decreed to be
payable in the manner provided by law or equity out of the property of the
Company or other obligor upon the Securities of that series, wherever situated.

          (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have
power to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and


                                      -22-



documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of Securities of such series allowed for the entire
amount due and payable by the Company under the Indenture at the date of
institution of such proceedings and for any additional amount that may become
due and payable by the Company after such date, and to collect and receive any
moneys or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Trustee
under Section 7.06; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of such
series to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments directly to such Securityholders,
to pay to the Trustee any amount due it under Section 7.06.

          (d) All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of such
series.

     In case of an Event of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in the Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

     Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that series or the rights of any holder thereof or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

     SECTION 6.03 APPLICATION OF MONEYS COLLECTED.

     Any moneys collected by the Trustee pursuant to this Article with respect
to a particular series of Securities shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal (or premium, if any) or interest, upon
presentation of the Securities of that series, and notation thereon of the
payment, if only partially paid, and upon surrender thereof if fully paid:

     FIRST: To the payment of all indebtedness of the Company to which such
series of Securities is subordinated to the extent required by Section 7.06 and
Article Fourteen;

     SECOND: To the payment of the amounts then due and unpaid upon Securities
of such series for principal (and premium, if any) and interest, in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind,


                                      -23-



according to the amounts due and payable on such Securities for principal (and
premium, if any) and interest, respectively; and

     THIRD: To the payment of the remainder, if any, to the Company or any other
Person lawfully entitled thereto.

     SECTION 6.04 LIMITATION ON SUITS.

     No holder of any Security of any series shall have any right by virtue or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (i) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as
hereinbefore provided; (ii) the holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder; (iii) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby;
(iv) the Trustee for 90 days after its receipt of such notice, request and offer
of indemnity, shall have failed to institute any such action, suit or proceeding
and (v) during such 90 day period, the holders of a majority in principal amount
of the Securities of that series do not give the Trustee a direction
inconsistent with the request.

     Notwithstanding anything contained herein to the contrary or any other
provisions of this Indenture, the right of any holder of any Security to receive
payment of the principal of (and premium, if any) and interest on such Security,
as therein provided, on or after the respective due dates expressed in such
Security (or in the case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such respective dates
or redemption date, shall not be impaired or affected without the consent of
such holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

     SECTION 6.05 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

          (a) Except as otherwise provided in Section 2.07, all powers and
remedies given by this Article to the Trustee or to the Securityholders shall,
to the extent permitted by law, be deemed cumulative and not exclusive of any
other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the


                                      -24-



performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Securities.

          (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

     SECTION 6.06 CONTROL BY SECURITYHOLDERS.

     The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding, determined in accordance with Section
8.04, shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to such series; provided,
however, that such direction shall not be in conflict with any rule of law or
with this Indenture. Subject to the provisions of Section 7.01, the Trustee
shall have the right to decline to follow any such direction if the Trustee in
good faith shall, by a Responsible Officer or officers of the Trustee, determine
that the proceeding so directed, subject to the Trustee's duties under the Trust
Indenture Act, would involve the Trustee in personal liability or might be
unduly prejudicial to the Securityholders not involved in the proceeding. The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding affected thereby, determined in accordance with
Section 8.04, may on behalf of the holders of all of the Securities of such
series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to such
series and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of the Securities of that series as
and when the same shall become due by the terms of such Securities otherwise
than by acceleration (unless such default has been cured and a sum sufficient to
pay all matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the Company, the Trustee and the holders of the Securities
of such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

     SECTION 6.07 UNDERTAKING TO PAY COSTS.

     All parties to this Indenture agree, and each holder of any Securities by
such holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to


                                      -25-



any suit instituted by any Securityholder, or group of Securityholders, holding
more than 10% in aggregate principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Securityholder for the enforcement of
the payment of the principal of (or premium, if any) or interest on any Security
of such series, on or after the respective due dates expressed in such Security
or established pursuant to this Indenture.

                                   ARTICLE 7

                             CONCERNING THE TRUSTEE

     SECTION 7.01 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.

          (a) The Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a series and after the curing of all Events of
Default with respect to the Securities of that series that may have occurred,
shall undertake to perform with respect to the Securities of such series such
duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants shall be read into this Indenture against the Trustee. In
case an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

          (b) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

          (i) prior to the occurrence of an Event of Default with respect to the
Securities of a series and after the curing or waiving of all such Events of
Default with respect to that series that may have occurred:

               (A) the duties and obligations of the Trustee shall with respect
to the Securities of such series be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable with respect to the
Securities of such series except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

               (B) in the absence of bad faith on the part of the Trustee, the
Trustee may with respect to the Securities of such series conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions that by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirement of this
Indenture;

          (ii) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts;


                                      -26-



          (iii) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the holders of not less than a majority in principal amount of the Securities of
any series at the time Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Indenture with respect
to the Securities of that series; and

          (iv) None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
the repayment of such funds or liability is not reasonably assured to it under
the terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

     SECTION 7.02 CERTAIN RIGHTS OF TRUSTEE.

     Except as otherwise provided in Section 7.01:

          (a) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

          (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by any authorized officer of the Company
(unless other evidence in respect thereof is specifically prescribed herein);

          (c) The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted hereunder
in good faith and in reliance thereon;

          (d) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Securities (that has not been cured
or waived), to exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

          (e) The Trustee shall not be liable for any action taken or omitted to
be taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;


                                      -27-



          (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing so to do by the holders
of not less than a majority in principal amount of the Outstanding Securities of
the particular series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; and

          (g) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

     In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (1) any Event of Default occurring pursuant
to Sections 6.01(a)(1), 6.01(a)(2) and 4.01 hereof or (2) any Default or Event
of Default of which the Trustee shall have received written notification in the
manner set forth in this Indenture or a Responsible Officer of the Trustee shall
have obtained actual knowledge. Delivery of reports, information and documents
to the Trustee under Section 5.03 is for informational purposes only and the
information and the Trustee's receipt of the foregoing shall not constitute
constructive notice of any information contained therein, or determinable from
information contained therein including the Company's compliance with any of
their covenants thereunder (as to which the Trustee is entitled to rely
exclusively on an Officers' Certificate).

     SECTION 7.03 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR
SECURITIES.

          (a) The recitals contained herein and in the Securities shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.

          (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

          (c) The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds of such Securities, or
for the use or application of any moneys paid over by the Trustee in accordance
with any provision of this Indenture or established pursuant to Section 2.01, or
for the use or application of any moneys received by any paying agent other than
the Trustee.


                                      -28-



     SECTION 7.04 MAY HOLD SECURITIES.

     The Trustee or any paying agent or Security Registrar, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security Registrar.

     SECTION 7.05 MONEYS HELD IN TRUST.

     Subject to the provisions of Section 11.05, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

     SECTION 7.06 COMPENSATION AND REIMBURSEMENT.

          (a) The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) as the Company and the Trustee may from time to time agree in
writing, for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and, except as otherwise expressly provided herein,
the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ), except any such expense, disbursement
or advance as may arise from its negligence or bad faith and except as the
Company and Trustee may from time to time agree in writing. The Company also
covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this trust,
including the reasonable costs and expenses of defending itself against any
claim of liability in the premises.

          (b) The obligations of the Company under this Section to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for reasonable
expenses, disbursements and advances shall constitute indebtedness of the
Company to which the Securities are subordinated. Such additional indebtedness
shall be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the holders of particular Securities.

     SECTION 7.07 RELIANCE ON OFFICERS' CERTIFICATE.

     Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
reasonably necessary or desirable that a matter be proved or established prior
to taking or suffering or omitting to take any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers' Certificate
delivered to the Trustee and


                                      -29-



such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.

     SECTION 7.08 DISQUALIFICATION; CONFLICTING INTERESTS.

     If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

     SECTION 7.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee with respect to the Securities issued
hereunder which shall at all times be a corporation organized and doing business
under the laws of the United States of America or any state or territory thereof
or of the District of Columbia, or a corporation or other Person permitted to
act as trustee by the Securities and Exchange Commission, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least fifty million U.S. dollars ($50,000,000), and subject to supervision
or examination by federal, state, territorial, or District of Columbia
authority.

     If such corporation or other Person publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation or other Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

     SECTION 7.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a) The Trustee or any successor hereafter appointed may at any time
resign with respect to the Securities of one or more series by giving written
notice thereof to the Company and by transmitting notice of resignation by mail,
first class postage prepaid, to the Securityholders of such series, as their
names and addresses appear upon the Security Register.

     Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee with respect to Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Security or Securities for at least six months may on
behalf of himself and all others similarly situated, petition any such court for
the


                                      -30-



appointment of a successor trustee. Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.

          (b) In case at any time any one of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
7.08 after written request therefor by the Company or by any Securityholder who
has been a bona fide holder of a Security or Securities for at least six months;
or

          (ii) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.09 and shall fail to resign after written request
therefor by the Company or by any such Securityholder; or

          (iii) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,
or a receiver of the Trustee or of its property shall be appointed or consented
to, or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation;

     then, in any such case, the Company may remove the Trustee with respect to
all Securities and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months may, on behalf of that holder and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

          (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee for such series with the consent of the
Company.

          (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

          (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

     SECTION 7.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a) In case of the appointment hereunder of a successor trustee with
respect to all Securities, every such successor trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such


                                      -31-



successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers, and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring Trustee hereunder.

          (b) In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee relates, (ii)
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.

          (c) Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

          (d) No successor trustee shall accept its appointment unless at the
time of such acceptance such successor trustee shall be qualified and eligible
under this Article.

          (e) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail,


                                      -32-



first class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register. If the Company fails to transmit
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be transmitted at the
expense of the Company.

     SECTION 7.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

     SECTION 7.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

     The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

     SECTION 7.14 NOTICE OF DEFAULT

     If any Default or any Event of Default occurs and is continuing and if such
Default or Event of Default is known to a Responsible Officer of the Trustee,
the Trustee shall mail to each Securityholder in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act notice of the Default or
Event of Default within 45 days after it occurs, unless such Default or Event of
Default has been cured; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest on any
Security, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Securityholders.

                                   ARTICLE 8

                         CONCERNING THE SECURITYHOLDERS

     SECTION 8.01 EVIDENCE OF ACTION BY SECURITYHOLDERS.

     Whenever in this Indenture it is provided that the holders of a majority or
specified percentage in aggregate principal amount of the Securities of a
particular series may take any


                                      -33-



action (including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the holders of such majority or specified percentage
of that series have joined therein may be evidenced by any instrument or any
number of instruments of similar tenor executed by such holders of Securities of
that series in person or by agent or proxy appointed in writing.

     If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of Outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

     SECTION 8.02 PROOF OF EXECUTION BY SECURITYHOLDERS.

     Subject to the provisions of Section 7.01, proof of the execution of any
instrument by a Securityholder (such proof will not require notarization) or his
agent or proxy and proof of the holding by any Person of any of the Securities
shall be sufficient if made in the following manner:

          (a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

The ownership of Securities shall be proved by the Security Register of such
Securities or by a certificate of the Security Registrar thereof.

     The Trustee may require such additional proof of any matter referred to in
this Section as it shall deem necessary.

     SECTION 8.03 WHO MAY BE DEEMED OWNERS.

     Prior to the due presentment for registration of transfer of any Security,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the Person in whose name such Security shall be registered upon the
books of the Company as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of ownership or writing
thereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.03) interest on such Security and for all other purposes;
and neither the Company nor


                                      -34-



the Trustee nor any paying agent nor any Security Registrar shall be affected by
any notice to the contrary.

     SECTION 8.04 CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED.

     In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the Securities of that series that are
owned by the Company or any other obligor on the Securities of that series or by
any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities of such series that the Trustee actually knows are so owned
shall be so disregarded. The Securities so owned that have been pledged in good
faith may be regarded as Outstanding for the purposes of this Section, if the
pledgee shall establish to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. In case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

     SECTION 8.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS.

     At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.


                                      -35-



                                   ARTICLE 9

                             SUPPLEMENTAL INDENTURES

     SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
SECURITYHOLDERS.

     In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect), without the
consent of the Securityholders, for one or more of the following purposes:

          (a) to cure any ambiguity, defect, or inconsistency herein or in the
Securities of any series;

          (b) to comply with Article Ten;

          (c) to provide for uncertificated Securities in addition to or in
place of certificated Securities;

          (d) to add to the covenants, restrictions, conditions or provisions
relating to the Company for the benefit of the holders of all or any series of
Securities (and if such covenants, restrictions, conditions or provisions are to
be for the benefit of less than all series of Securities, stating that such
covenants, restrictions, conditions or provisions are expressly being included
solely for the benefit of such series), to make the occurrence, or the
occurrence and the continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default, or to surrender any
right or power herein conferred upon the Company;

          (e) to add to, delete from, or revise the conditions, limitations, and
restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of Securities, as herein set forth;

          (f) to make any change that does not adversely affect the rights of
any Securityholder in any material respect;

          (g) to provide for the issuance of and establish the form and terms
and conditions of the Securities of any series as provided in Section 2.01, to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or any series of Securities, or to add to the rights
of the holders of any series of Securities;

          (h) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee; or

          (i) to comply with any requirements of the Securities and Exchange
Commission or any successor in connection with the qualification of this
Indenture under the Trust Indenture Act.


                                      -36-



     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section may
be executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 9.02.

     SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.

     With the consent (evidenced as provided in Section 8.01) of the holders of
not less than a majority in aggregate principal amount of the Securities of each
series affected by such supplemental indenture or indentures at the time
Outstanding, the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner not covered by
Section 9.01 the rights of the holders of the Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding and
affected thereby, (a) extend the fixed maturity of any Securities of any series,
or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof or (b) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders of any
series affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

     SECTION 9.03 EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture pursuant to the provisions
of this Article or of Section 10.01, this Indenture shall, with respect to such
series, be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     SECTION 9.04 SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.

     Securities of any series affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets


                                      -37-



the requirements of any securities exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of that series so modified as to
conform, in the opinion of the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then Outstanding.

     SECTION 9.05 EXECUTION OF SUPPLEMENTAL INDENTURES.

     Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture. The Trustee, subject to the
provisions of Section 7.01, may receive an Officers' Certificate or an Opinion
of Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and conforms to, the
terms of this Article and that it is proper for the Trustee under the provisions
of this Article to join in the execution thereof; provided, however, that such
Officers' Certificate or Opinion of Counsel need not be provided in connection
with the execution of a supplemental indenture that establishes the terms of a
series of Securities pursuant to Section 2.01 hereof.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

                                   ARTICLE 10

                                SUCCESSOR ENTITY

     SECTION 10.01 COMPANY MAY CONSOLIDATE, ETC.

     Except as provided pursuant to Section 2.01 pursuant to a Board Resolution,
and set forth in an Officers' Certificate, or established in one or more
indentures supplemental to this Indenture, nothing contained in this Indenture
shall prevent any consolidation or merger of the Company with or into any other
Person (whether or not affiliated with the Company) or successive consolidations
or mergers in which the Company or its successor or successors shall be a party
or parties, or shall prevent any sale, conveyance, transfer or other disposition
of the property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, upon any such consolidation or merger (in each case, if the
Company


                                      -38-



is not the survivor of such transaction), sale, conveyance, transfer or other
disposition, the due and punctual payment of the principal of (premium, if any)
and interest on all of the Securities of all series in accordance with the terms
of each series, according to their tenor, and the due and punctual performance
and observance of all the covenants and conditions of this Indenture with
respect to each series or established with respect to such series pursuant to
Section 2.01 to be kept or performed by the Company shall be expressly assumed,
by supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee
executed and delivered to the Trustee by the entity formed by such
consolidation, or into which the Company shall have been merged, or by the
entity which shall have acquired such property.

     SECTION 10.02 SUCCESSOR ENTITY SUBSTITUTED.

          (a) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor entity by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the obligations set forth under Section 10.01 on all
of the Securities of all series Outstanding, such successor entity shall succeed
to and be substituted for the Company with the same effect as if it had been
named as the Company herein, and thereupon the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

          (b) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition, such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be
appropriate.

          (c) Nothing contained in this Article shall require any action by the
Company in the case of a consolidation or merger of any Person into the Company
where the Company is the survivor of such transaction, or the acquisition by the
Company, by purchase or otherwise, of all or any part of the property of any
other Person (whether or not affiliated with the Company).

     SECTION 10.03 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

     The Trustee, subject to the provisions of Section 7.01, may receive an
Officers' Certificate or an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or other disposition, and
any such assumption, comply with the provisions of this Article.

                                   ARTICLE 11

                           SATISFACTION AND DISCHARGE

     SECTION 11.01 SATISFACTION AND DISCHARGE OF INDENTURE.

     If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated and not
delivered to the Trustee for cancellation (other than any Securities that shall
have been destroyed, lost or stolen and that shall have been replaced or paid as
provided in Section 2.07 and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held in


                                      -39-



trust by the Company and thereupon repaid to the Company or discharged from such
trust, as provided in Section 11.05); or (b) all such Securities of a particular
series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company or any Guarantor shall deposit or cause to be deposited with the Trustee
as trust funds the entire amount in moneys or Governmental Obligations or a
combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Securities
of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to
such date of maturity or date fixed for redemption, as the case may be, and if
the Company shall also pay or cause to be paid all other sums payable hereunder
with respect to such series by the Company then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall
survive until the date of maturity or redemption date, as the case may be, and
Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the
Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.

     SECTION 11.02 DISCHARGE OF OBLIGATIONS.

     If at any time all such Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 11.01 shall have been paid by the Company or any
Guarantor by depositing irrevocably with the Trustee as trust funds moneys or an
amount of Governmental Obligations sufficient to pay at maturity or upon
redemption all such Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest
due or to become due to such date of maturity or date fixed for redemption, as
the case may be, and if the Company or any Guarantor shall also pay or cause to
be paid all other sums payable hereunder by the Company or any Guarantor with
respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee the obligations
of the Company and any Guarantor under this Indenture with respect to such
series shall cease to be of further effect except for the provisions of Sections
2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall
survive until such Securities shall mature and be paid.

     Thereafter, Sections 7.06 and 11.05 shall survive.

     SECTION 11.03 DEPOSITED MONEYS TO BE HELD IN TRUST.

     All moneys or Governmental Obligations deposited with the Trustee pursuant
to Sections 11.01 or 11.02 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the particular series
of Securities for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Trustee.


                                      -40-



     SECTION 11.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS.

     In connection with the satisfaction and discharge of this Indenture all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys or Governmental Obligations.

     SECTION 11.05 REPAYMENT TO COMPANY.

     Any moneys or Governmental Obligations deposited with any paying agent or
the Trustee, or then held by the Company, in trust for payment of principal of
or premium, if any, or interest on the Securities of a particular series that
are not applied but remain unclaimed by the holders of such Securities for at
least two years after the date upon which the principal of (and premium, if any)
or interest on such Securities shall have respectively become due and payable,
or such other shorter period set forth in applicable escheat or abandoned or
unclaimed property law, shall be repaid to the Company on May 31 of each year or
upon the Company's request or (if then held by the Company) shall be discharged
from such trust; and thereupon the paying agent and the Trustee shall be
released from all further liability with respect to such moneys or Governmental
Obligations, and the holder of any of the Securities entitled to receive such
payment shall thereafter, as a general creditor, look only to the Company for
the payment thereof.

                                   ARTICLE 12

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     SECTION 12.01 NO RECOURSE.

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or any guarantee thereof or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or any Guarantor or of any predecessor or successor corporation of the
Company or any Guarantor, either directly or through the Company or any
Guarantor or any such predecessor or successor corporation of the Company or any
Guarantor, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, stockholders, officers or
directors as such, of the Company, or any Guarantor or of any predecessor or
successor corporation of the Company or any Guarantor, or any of them, because
of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities, or any guarantees thereof, or implied therefrom; and that any
and all such personal liability of every name and nature, either at common law
or in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director as
such, because of the creation of the indebtedness


                                      -41-



hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities, or any
guarantees thereof, or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture, the issuance of such Securities, and any guarantees thereof.

                                   ARTICLE 13

                            MISCELLANEOUS PROVISIONS

     SECTION 13.01 EFFECT ON SUCCESSORS AND ASSIGNS.

     All the covenants, stipulations, promises and agreements in this Indenture
made by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not.

     SECTION 13.02 ACTIONS BY SUCCESSOR.

     Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful successor of the Company.

     SECTION 13.03 SURRENDER OF COMPANY POWERS.

     The Company by instrument in writing executed by authority of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company, and thereupon such power so surrendered shall terminate both as
to the Company and as to any successor corporation.

     SECTION 13.04 NOTICES.

     Except as otherwise expressly provided herein, any notice, request or
demand that by any provision of this Indenture is required or permitted to be
given, made or served by the Trustee or by the holders of Securities or by any
other Person pursuant to this Indenture to or on the Company and/or any
Guarantor may be given or served by being deposited in first class mail, postage
prepaid, addressed (until another address is filed in writing by the Company
with the Trustee), as follows: America West Airlines, Inc., 4000 East Sky Harbor
Blvd., Phoenix, Arizona 85034 or by facsimile or other electronic means as the
Trustee agrees to accept. Any notice, election, request or demand by the Company
or any Securityholder or by any other Person pursuant to this Indenture to or
upon the Trustee shall be deemed to have been sufficiently given or made, for
all purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

     SECTION 13.05 GOVERNING LAW.

     This Indenture and each Security (including any guarantee thereof) shall be
deemed to be a contract made under the internal laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of said
State, except to the extent that the Trust Indenture Act is applicable.


                                      -42-



     SECTION 13.06 TREATMENT OF SECURITIES AS DEBT.

     It is intended that the Securities will be treated as indebtedness and not
as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

     SECTION 13.07 CERTIFICATES AND OPINIONS AS TO CONDITIONS PRECEDENT.

          (a) Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture (other than the certificate to be
delivered pursuant to Section 13.12) relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

          (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (i) a statement that the Person making such
certificate or opinion has read such covenant or condition; (ii) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (iii) a statement that, in the opinion of such Person, he has made such
examination or investigation as is reasonably necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and (iv) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

     SECTION 13.08 PAYMENTS ON BUSINESS DAYS.

     Except as provided pursuant to Section 2.01 pursuant to a Board Resolution,
and set forth in an Officers' Certificate, or established in one or more
indentures supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.

     SECTION 13.09 CONFLICT WITH TRUST INDENTURE ACT.

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.


                                      -43-



     SECTION 13.10 COUNTERPARTS.

     This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.

     SECTION 13.11 SEPARABILITY.

     In case any one or more of the provisions contained in this Indenture or in
the Securities of any series shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

     SECTION 13.12 COMPLIANCE CERTIFICATES.

     The Company or any Guarantors shall deliver to the Trustee, within 120 days
after the end of each fiscal year during which any Securities of any series were
outstanding, an officer's certificate stating whether or not the signers know of
any Default or Event of Default that occurred during such fiscal year. Such
certificate shall contain a certification from the principal executive officer,
principal financial officer or principal accounting officer of the Company that
a review has been conducted of the activities of the Company and the Company's
performance under this Indenture and that the Company has complied with all
conditions and covenants under this Indenture. For purposes of this Section
13.12, such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture. If the officer of the
Company signing such certificate has knowledge of such a Default or Event of
Default, the certificate shall describe any such Default or Event of Default and
its status.

                                   ARTICLE 14

                           SUBORDINATION OF SECURITIES

     SECTION 14.01 SUBORDINATION TERMS.

     The payment by the Company of the principal of, premium, if any, and
interest on any series of securities issued hereunder may be subordinated in the
manner contemplated by Section 2.01.

                                   ARTICLE 15

                                   GUARANTEES

     SECTION 15.01 GUARANTEE.

     Any series of Securities may be guaranteed by one or more of the
Guarantors. The terms and the form of any such Guarantee will be established in
the manner contemplated by Section 2.01 for that particular series of
securities.


                                      -44-



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

                                        AMERICA WEST AIRLINES, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        THE BANK OF NEW YORK TRUST COMPANY,
                                        N.A., AS TRUSTEE


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GUARANTORS


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      -45-



                            CROSS-REFERENCE TABLE (1)



SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED   SECTION OF INDENTURE
- --------------------------------------------------   --------------------
                                                  
310(a)                                                       7.09
310(b)                                                       7.08
7.10
310(c)                                                   Inapplicable
311(a)                                                       7.13
311(b)                                                       7.13
311(c)                                                   Inapplicable
312(a)                                                       5.01
5.02(a)
312(b)                                                      5.02(c)
312(c)                                                      5.02(c)
313(a)                                                      5.04(a)
313(b)                                                      5.04(b)
313(c)                                                      5.04(a)
5.04(b)
313(d)                                                      5.04(c)
314(a)                                                       5.03
13.12
314(b)                                                   Inapplicable
314(c)                                                     13.07(a)
314(d)                                                   Inapplicable
314(e)                                                     13.07(b)
314(f)                                                   Inapplicable
315(a)                                                      7.01(a)
7.01(b)
315(b)                                                       7.14
315(c)                                                       7.01
315(d)                                                      7.01(b)
315(e)                                                       6.07
316(a)                                                       6.06
8.04
316(b)                                                       6.04
316(c)                                                       8.01
317(a)                                                       6.02
317(b)                                                       4.03
318(a)                                                       13.09


- ----------
(1)  This Cross-Reference Table does not constitute part of the Indenture and
     shall not have any bearing on the interpretation of any of its terms or
     provisions.

EX-4.9

                                                                     Exhibit 4.9

                                US AIRWAYS, INC.,
                                     ISSUER

                                       AND

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.,
                                     TRUSTEE

                   GUARANTEED TO THE EXTENT SET FORTH THEREIN
                         BY THE GUARANTORS NAMED HEREIN

                                   ----------

                                    INDENTURE

                                   ----------

                          DATED AS OF __________, 2006

                                 DEBT SECURITIES



                                TABLE OF CONTENTS

                                                                           
ARTICLE 1 DEFINITIONS......................................................    6
   SECTION 1.01  DEFINITIONS OF TERMS......................................    6

ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION  AND EXCHANGE
          OF SECURITIES....................................................   10
   SECTION 2.01  DESIGNATION AND TERMS OF SECURITIES.......................   10
   SECTION 2.02  FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE..............   12
   SECTION 2.03  DENOMINATIONS: PROVISIONS FOR PAYMENT.....................   13
   SECTION 2.04  EXECUTION AND AUTHENTICATIONS.............................   14
   SECTION 2.05  REGISTRATION OF TRANSFER AND EXCHANGE.....................   15
   SECTION 2.06  TEMPORARY SECURITIES......................................   16
   SECTION 2.07  MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES...........   16
   SECTION 2.08  CANCELLATION..............................................   17
   SECTION 2.09  BENEFITS OF INDENTURE.....................................   17
   SECTION 2.10  AUTHENTICATING AGENT......................................   17
   SECTION 2.11  GLOBAL SECURITIES.........................................   18

ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS.............   19
   SECTION 3.01  REDEMPTION................................................   19
   SECTION 3.02  NOTICE OF REDEMPTION......................................   19
   SECTION 3.03  PAYMENT UPON REDEMPTION...................................   20
   SECTION 3.04  SINKING FUND..............................................   21
   SECTION 3.05  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.....   21
   SECTION 3.06  REDEMPTION OF SECURITIES FOR SINKING FUND.................   21

ARTICLE 4 COVENANTS........................................................   22
   SECTION 4.01  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST................   22
   SECTION 4.02  MAINTENANCE OF OFFICE OR AGENCY...........................   22
   SECTION 4.03  PAYING AGENTS.............................................   22
   SECTION 4.04  APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE..........   23
   SECTION 4.05  COMPLIANCE WITH CONSOLIDATION PROVISIONS..................   24

ARTICLE 5 SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE
          TRUSTEE..........................................................   24
   SECTION 5.01  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                 SECURITYHOLDERS...........................................   24
   SECTION 5.02  PRESERVATION OF INFORMATION; COMMUNICATIONS WITH
                 SECURITYHOLDERS...........................................   24
   SECTION 5.03  REPORTS BY THE COMPANY....................................   24
   SECTION 5.04  REPORTS BY THE TRUSTEE....................................   25




                                       -i-



                                TABLE OF CONTENTS
                                   (continued)

                                                                           
ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT..   25
   SECTION 6.01  EVENTS OF DEFAULT.........................................   25
   SECTION 6.02  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
                 TRUSTEE...................................................   27
   SECTION 6.03  APPLICATION OF MONEYS COLLECTED...........................   28
   SECTION 6.04  LIMITATION ON SUITS.......................................   29
   SECTION 6.05  RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
                 WAIVER....................................................   29
   SECTION 6.06  CONTROL BY SECURITYHOLDERS................................   30
   SECTION 6.07  UNDERTAKING TO PAY COSTS..................................   30

ARTICLE 7 CONCERNING THE TRUSTEE...........................................   31
   SECTION 7.01  CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE............   31
   SECTION 7.02  CERTAIN RIGHTS OF TRUSTEE.................................   32
   SECTION 7.03  TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR
                 SECURITIES................................................   33
   SECTION 7.04  MAY HOLD SECURITIES.......................................   34
   SECTION 7.05  MONEYS HELD IN TRUST......................................   34
   SECTION 7.06  COMPENSATION AND REIMBURSEMENT............................   34
   SECTION 7.07  RELIANCE ON OFFICERS' CERTIFICATE.........................   34
   SECTION 7.08  DISQUALIFICATION; CONFLICTING INTERESTS...................   35
   SECTION 7.09  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...................   35
   SECTION 7.10  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.........   35
   SECTION 7.11  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR....................   36
   SECTION 7.12  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                 BUSINESS..................................................   38
   SECTION 7.13  PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.....   38
   SECTION 7.14  NOTICE OF DEFAULT.........................................   38

ARTICLE 8 CONCERNING THE SECURITYHOLDERS...................................   38
   SECTION 8.01  EVIDENCE OF ACTION BY SECURITYHOLDERS.....................   38
   SECTION 8.02  PROOF OF EXECUTION BY SECURITYHOLDERS.....................   39
   SECTION 8.03  WHO MAY BE DEEMED OWNERS..................................   39
   SECTION 8.04  CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED...........   40
   SECTION 8.05  ACTIONS BINDING ON FUTURE SECURITYHOLDERS.................   40

ARTICLE 9 SUPPLEMENTAL INDENTURES..........................................   41
   SECTION 9.01  SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
                 SECURITYHOLDERS...........................................   41




                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)

                                                                           
   SECTION 9.02  SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS...   42
   SECTION 9.03  EFFECT OF SUPPLEMENTAL INDENTURES.........................   42
   SECTION 9.04  SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES............   42
   SECTION 9.05  EXECUTION OF SUPPLEMENTAL INDENTURES......................   43

ARTICLE 10 SUCCESSOR ENTITY................................................   43
   SECTION 10.01 COMPANY MAY CONSOLIDATE, ETC..............................   43
   SECTION 10.02 SUCCESSOR ENTITY SUBSTITUTED..............................   44
   SECTION 10.03 EVIDENCE OF CONSOLIDATION, ETC............................   44

ARTICLE 11 SATISFACTION AND DISCHARGE......................................   44
   SECTION 11.01 SATISFACTION AND DISCHARGE OF INDENTURE...................   44
   SECTION 11.02 DISCHARGE OF OBLIGATIONS..................................   45
   SECTION 11.03 DEPOSITED MONEYS TO BE HELD IN TRUST......................   45
   SECTION 11.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS...................   46
   SECTION 11.05 REPAYMENT TO COMPANY......................................   46

ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
           DIRECTORS.......................................................   46
   SECTION 12.01 NO RECOURSE...............................................   46

ARTICLE 13 MISCELLANEOUS PROVISIONS........................................   47
   SECTION 13.01 EFFECT ON SUCCESSORS AND ASSIGNS..........................   47
   SECTION 13.02 ACTIONS BY SUCCESSOR......................................   47
   SECTION 13.03 SURRENDER OF COMPANY POWERS...............................   47
   SECTION 13.04 NOTICES...................................................   47
   SECTION 13.05 GOVERNING LAW.............................................   47
   SECTION 13.06 TREATMENT OF SECURITIES AS DEBT...........................   48
   SECTION 13.07 CERTIFICATES AND OPINIONS AS TO CONDITIONS PRECEDENT......   48
   SECTION 13.08 PAYMENTS ON BUSINESS DAYS.................................   48
   SECTION 13.09 CONFLICT WITH TRUST INDENTURE ACT.........................   48
   SECTION 13.10 COUNTERPARTS..............................................   49
   SECTION 13.11 SEPARABILITY..............................................   49
   SECTION 13.12 COMPLIANCE CERTIFICATES...................................   49

ARTICLE 14 SUBORDINATION OF SECURITIES.....................................   49
   SECTION 14.01 SUBORDINATION TERMS.......................................   49

ARTICLE 15 GUARANTEES......................................................   49
   SECTION 15.01 GUARANTEE.................................................   49



(1)  This Table of Contents does not constitute part of the Indenture and shall
     not have any bearing on the interpretation of any of its terms or
     provisions.


                                      -iii-



                                    INDENTURE

     INDENTURE, dated as of __________________, 2006, among US AIRWAYS, INC., a
Delaware corporation (the "Company"), the guarantors, if any, listed on Schedule
1 hereto (herein called the "Guarantors") and THE BANK OF NEW YORK TRUST
COMPANY, N.A., as trustee (the "Trustee"):

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of debt
securities (hereinafter referred to as the "Securities"), in an unlimited
aggregate principal amount to be issued from time to time in one or more series
as in this Indenture provided, as registered Securities without coupons, to be
authenticated by the certificate of the Trustee;

     WHEREAS, to provide the terms and conditions upon which the Securities are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, in consideration of the premises and the purchase of the
Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:

                                    ARTICLE 1

                                   DEFINITIONS

     SECTION 1.01 DEFINITIONS OF TERMS.

     The terms defined in this Section (except as in this Indenture or any
indenture supplemental hereto otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this Section
and shall include the plural as well as the singular. All other terms used in
this Indenture that are defined in the Trust Indenture Act of 1939, as amended,
or that are by reference in such Act defined in the Securities Act of 1933, as
amended (except as herein or any indenture supplemental hereto otherwise
expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of the execution of this instrument.

     "AUTHENTICATING AGENT" means an authenticating agent with respect to all or
any of the series of Securities appointed by the Trustee pursuant to Section
2.10.

     "BANKRUPTCY LAW" means Title 11, U.S. Code, or any similar federal or state
law for the relief of debtors.

     "BOARD OF DIRECTORS" means the Board of Directors of the Company or any
duly authorized committee of such Board.



     "BOARD RESOLUTION" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification.

     "BUSINESS DAY" means, with respect to any series of Securities, any day
other than a day on which federal or state banking institutions in the Borough
of Manhattan, the City of New York, or in the city of the Corporate Trust Office
of the Trustee, are authorized or obligated by law, executive order or
regulation to close.

     "CERTIFICATE" means a certificate signed by any Officer. The Certificate
need not comply with the provisions of Section 13.07.

     "COMPANY" means US Airways, Inc., a corporation duly organized and existing
under the laws of the State of Delaware, and, subject to the provisions of
Article Ten, shall also include its successors and assigns.

     "CORPORATE TRUST OFFICE" means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally administered,
which office at the date hereof is located at 100 Ashford Center North, Suite
520, Atlanta, Georgia 30338.

     "CUSTODIAN" means any receiver, trustee, assignee, liquidator or similar
official under any Bankruptcy Law.

     "DEFAULT" means any event, act or condition that with notice or lapse of
time, or both, would constitute an Event of Default.

     "DEPOSITARY" means, with respect to Securities of any series for which the
Company shall determine that such Securities will be issued as a Global
Security, The Depository Trust Company, New York, New York, another clearing
agency, or any successor registered as a clearing agency under the Securities
and Exchange Act of 1934, as amended (the "Exchange Act"), or other applicable
statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.01 or 2.11.

     "EVENT OF DEFAULT" means, with respect to Securities of a particular
series, any event specified in Section 6.01, continued for the period of time,
if any, therein designated.

     "GLOBAL SECURITY" means, with respect to any series of Securities, a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.

     "GOVERNMENTAL OBLIGATIONS" means securities that are (a) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or (b) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof at any time prior to
the stated maturity of the Securities, and shall also include a depositary
receipt issued by a bank or trust company as


                                      -2-



custodian with respect to any such Governmental Obligation or a specific payment
of principal of or interest on any such Governmental Obligation held by such
custodian for the account of the holder of such depositary receipt; provided,
however, that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the Governmental
Obligation or the specific payment of principal of or interest on the
Governmental Obligation evidenced by such depositary receipt.

     "GUARANTEE" means a guarantee by any Guarantor of an obligation under this
Indenture.

     "HEREIN", "HEREOF" and "HEREUNDER", and other words of similar import,
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

     "INDENTURE" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof.

     "INTEREST PAYMENT DATE", when used with respect to any installment of
interest on a Security of a particular series, means the date specified in such
Security or in a Board Resolution or in an indenture supplemental hereto with
respect to such series as the fixed date on which an installment of interest
with respect to Securities of that series is due and payable.

     "OBLIGOR" on the Securities means the Company and any guarantor and any
successor obligor on the Securities.

     "OFFICER" means, with respect to the Company, the chairman of the Board of
Directors, a chief executive officer, a president, a chief operating officer,
any senior vice president, any vice president or a chief financial officer, the
treasurer or any assistant treasurer, the controller or any assistant controller
or the secretary or any assistant secretary.

     "OFFICERS' CERTIFICATE" means a certificate signed by any two Officers.
Each such certificate shall include the statements provided for in Section
13.07, if and to the extent required by the provisions thereof.

     "OPINION OF COUNSEL" means an opinion in writing subject to customary
exceptions of legal counsel, who may be an employee of or counsel for the
Company, that is delivered to the Trustee in accordance with the terms hereof.
Each such opinion shall include the statements provided for in Section 13.07, if
and to the extent required by the provisions thereof.

     "OUTSTANDING", when used with reference to Securities of any series, means,
subject to the provisions of Section 8.04, as of any particular time, all
Securities of that series theretofore authenticated and delivered by the Trustee
under this Indenture, except (a) Securities theretofore canceled by the Trustee
or any paying agent, or delivered to the Trustee or any paying agent for
cancellation or that have previously been canceled; (b) Securities or portions
thereof for the payment or redemption of which moneys or Governmental
Obligations in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company


                                      -3-



shall act as its own paying agent); provided, however, that if such Securities
or portions of such Securities are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given as in Article Three provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and (c) Securities in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms of
Section 2.07.

     "PERSON" means any individual, corporation, partnership, joint venture,
joint-stock company, limited liability company, association, trust,
unincorporated organization, any other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.

     "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

     "RESPONSIBLE OFFICER" when used with respect to the Trustee means the
chairman of its board of directors, the chief executive officer, the president,
any vice president, the secretary, the treasurer, any trust officer, any
corporate trust officer or any other officer or assistant officer of the Trustee
customarily performing functions similar to those performed by the Persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with the
particular subject.

     "SECURITIES" means the debt Securities authenticated and delivered under
this Indenture.

     "SECURITYHOLDER", "holder of Securities", "registered holder", or other
similar term, means the Person or Persons in whose name or names a particular
Security shall be registered on the books of the Company kept for that purpose
in accordance with the terms of this Indenture.

     "SECURITY REGISTER" and "SECURITY REGISTRAR" shall have the meanings as set
forth in Section 2.05.

     "SUBSIDIARY" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner.

     "TRUSTEE" means The Bank of New York Trust Company, N.A., and, subject to
the provisions of Article Seven, shall also include its successors and assigns,
and, if at any time there is more than one Person acting in such capacity
hereunder, "Trustee" shall mean each such Person. The term "Trustee" as used
with respect to a particular series of the Securities shall mean the trustee
with respect to that series.


                                      -4-



     "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as amended.

     "VOTING STOCK", as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

                                    ARTICLE 2

               ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION
                           AND EXCHANGE OF SECURITIES

     SECTION 2.01 DESIGNATION AND TERMS OF SECURITIES.

          (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series up to the aggregate principal amount of
Securities of that series from time to time authorized by or pursuant to a Board
Resolution or pursuant to one or more indentures supplemental hereto. Prior to
the initial issuance of Securities of any series, there shall be established in
or pursuant to a Board Resolution, and set forth in an Officers' Certificate, or
established in one or more indentures supplemental hereto:

               (1) the title of the Securities of the series (which shall
distinguish the Securities of that series from all other Securities);

               (2) any limit upon the aggregate principal amount of the
Securities of that series that may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of that
series);

               (3) the date or dates on which the principal of the Securities of
the series is payable, any original issue discount that may apply to the
Securities of that series upon their issuance, the principal amount due at
maturity, and the place(s) of payment;

               (4) the rate or rates at which the Securities of the series shall
bear interest or the manner of calculation of such rate or rates, if any;

               (5) the date or dates from which such interest shall accrue, the
Interest Payment Dates on which such interest will be payable or the manner of
determination of such Interest Payment Dates, the place(s) of payment, and the
record date for the determination of holders to whom interest is payable on any
such Interest Payment Dates or the manner of determination of such record dates;

               (6) the right, if any, to extend the interest payment periods and
the duration of such extension;


                                      -5-



               (7) the period or periods within which, the price or prices at
which and the terms and conditions upon which Securities of the series may be
redeemed, in whole or in part, at the option of the Company;

               (8) the obligation, if any, of the Company to redeem or purchase
Securities of the series pursuant to any sinking fund, mandatory redemption, or
analogous provisions (including payments made in cash in satisfaction of future
sinking fund obligations) or at the option of a holder thereof and the period or
periods within which, the price or prices at which, and the terms and conditions
upon which, Securities of the series shall be redeemed or purchased, in whole or
in part, pursuant to such obligation;

               (9) the form of the Securities of the series including the form
of the Certificate of Authentication for such series;

               (10) if other than denominations of one thousand U.S. dollars
($1,000) or any integral multiple thereof, the denominations in which the
Securities of the series shall be issuable;

               (11) any and all other terms (including terms, to the extent
applicable, relating to any auction or remarketing of the Securities of that
series and any security for the obligations of the Company with respect to such
Securities) with respect to such series (which terms shall not be inconsistent
with the terms of this Indenture, as amended by any supplemental indenture)
including any terms which may be required by or advisable under United States
laws or regulations or advisable in connection with the marketing of Securities
of that series;

               (12) whether the Securities are issuable as a Global Security
and, in such case, the terms and the identity of the Depositary for such series;

               (13) whether the Securities will be convertible into or
exchangeable for shares of common stock or other securities of the Company or
any other Person and, if so, the terms and conditions upon which such Securities
will be so convertible or exchangeable, including the conversion or exchange
price, as applicable, or how it will be calculated and may be adjusted, any
mandatory or optional (at the Company's option or the holders' option)
conversion or exchange features, and the applicable conversion or exchange
period;

               (14) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01;

               (15) any additional or different Events of Default or restrictive
covenants (which may include, among other restrictions, restrictions on the
Company's ability or the ability of the Company's Subsidiaries to: incur
additional indebtedness; issue additional securities; create liens; pay
dividends or make distributions in respect of their capital stock; redeem
capital stock; place restrictions on such Subsidiaries placing restrictions on
their ability to pay dividends, make distributions or transfer assets; make
investments or other restricted payments; sell or otherwise dispose of assets;
enter into sale-leaseback transactions; engage in transactions with stockholders
and affiliates; issue or sell stock of their Subsidiaries; or effect a
consolidation or merger) or financial covenants (which may include, among other
financial


                                      -6-



covenants, financial covenants that require the Company and its Subsidiaries to
maintain specified interest coverage, fixed charge, cash flow-based or
asset-based ratios) provided for with respect to the Securities of the series;

               (16) if other than dollars, the coin or currency in which the
Securities of the series are denominated (including, but not limited to, foreign
currency);

               (17) the terms and conditions, if any, upon which the Company
shall pay amounts in addition to the stated interest, premium, if any and
principal amounts of the Securities of the series to any Securityholder that is
not a "United States person" for federal tax purposes;

               (18) any restrictions on transfer, sale or assignment of the
Securities of the series;

               (19) the form and terms of any guarantee of any Securities of the
series; and

               (20) the subordination terms, if any, of the Securities of the
series.

     All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided in or pursuant to any
such Board Resolution or in any indentures supplemental hereto.

     If any of the terms of the series are established by action taken pursuant
to a Board Resolution of the Company, a copy of an appropriate record of such
action shall be certified by the secretary or an assistant secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate of the Company setting forth the terms of the series.

     Securities of any particular series may be issued at various times, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by which
rates of interest may be determined, with different dates on which such interest
may be payable and with different redemption dates.

     SECTION 2.02 FORM OF SECURITIES AND TRUSTEE'S CERTIFICATE.

     The Securities of any series and the Trustee's certificate of
authentication to be borne by such Securities shall be substantially of the
tenor and purport as set forth in one or more indentures supplemental hereto or
as provided in a Board Resolution, and set forth in an Officers' Certificate,
and they may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Indenture, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any securities exchange on which Securities of that series may be listed, or
to conform to usage.


                                      -7-


     SECTION 2.03 DENOMINATIONS: PROVISIONS FOR PAYMENT.

     The Securities shall be issuable as registered Securities and in the
denominations of one thousand U.S. dollars ($1,000) or any integral multiple
thereof, subject to Section 2.01(10). The Securities of a particular series
shall bear interest payable on the dates and at the rate specified with respect
to that series. The principal of and the interest on the Securities of any
series, as well as any premium thereon in case of redemption thereof prior to
maturity, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the
office or agency of the Company maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall be dated the date
of its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.

     The interest installment on any Security that is payable, and is punctually
paid or duly provided for, on any Interest Payment Date for Securities of that
series shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Security of a
particular series or portion thereof is called for redemption and the redemption
date is subsequent to a regular record date with respect to any Interest Payment
Date and prior to such Interest Payment Date, interest on such Security will be
paid upon presentation and surrender of such Security as provided in Section
3.03.

     Any interest on any Security that is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date for Securities of the same
series (herein called "Defaulted Interest") shall forthwith cease to be payable
to the registered holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest shall be paid by the Company, at
its election, as provided in clause (1) or clause (2) below:

               (1) The Company may make payment of any Defaulted Interest on
Securities to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Security and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a special record date for the payment of such
Defaulted Interest which shall not be more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such special record date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be mailed, first
class postage prepaid, to each Securityholder at his or her address as it
appears in the Security Register (as hereinafter defined), not less than 10 days
prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been mailed as
aforesaid, such


                                      -8-



Defaulted Interest shall be paid to the Persons in whose names such Securities
(or their respective Predecessor Securities) are registered on such special
record date.

               (2) The Company may make payment of any Defaulted Interest on any
Securities in any other lawful manner not inconsistent with the requirements of
any securities exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice given by the
Company to the Trustee of the proposed payment pursuant to this clause, such
manner of payment shall be deemed practicable by the Trustee.

     Unless otherwise set forth in a Board Resolution or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in this Section
with respect to a series of Securities and any Interest Payment Date for such
series shall mean either the fifteenth day of the month immediately preceding
the month in which an Interest Payment Date established for such series pursuant
to Section 2.01 hereof shall occur, if such Interest Payment Date is the first
day of a month, or the first day of the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the fifteenth day of a month, whether or not such date
is a Business Day.

     Subject to the foregoing provisions of this Section, each Security of a
series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Security of such series shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Security.

     SECTION 2.04 EXECUTION AND AUTHENTICATIONS.

     The Securities shall be signed on behalf of the Company by one of its
Officers. Signatures may be in the form of a manual or facsimile signature.

     The Company may use the facsimile signature of any Person who shall have
been an Officer, notwithstanding the fact that at the time the Securities shall
be authenticated and delivered or disposed of such Person shall have ceased to
be such an officer of the Company. The Securities may contain such notations,
legends or endorsements required by law, stock exchange rule or usage. Each
Security shall be dated the date of its authentication by the Trustee.

     A Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature shall be
conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture. At any time and from time to time after the
execution and delivery of this Indenture, the Company may deliver Securities of
any series executed by the Company to the Trustee for authentication, together
with a written order of the Company for the authentication and delivery of such
Securities, signed by an Officer, and the Trustee in accordance with such
written order shall authenticate and deliver such Securities.

     In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the form and
terms thereof have been established in conformity with the provisions of this
Indenture.


                                      -9-



     The Trustee shall not be required to authenticate such Securities if the
issue of such Securities pursuant to this Indenture will affect the Trustee's
own rights, duties or immunities under the Securities and this Indenture or
otherwise in a manner that is not reasonably acceptable to the Trustee.

     SECTION 2.05 REGISTRATION OF TRANSFER AND EXCHANGE.

          (a) Securities of any series may be exchanged upon presentation
thereof at the office or agency of the Company designated for such purpose in
the Borough of Manhattan, the City and State of New York, for other Securities
of such series of authorized denominations, and for a like aggregate principal
amount, upon payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, all as provided in this Section. In respect of any
Securities so surrendered for exchange, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in exchange therefor
the Security or Securities of the same series that the Securityholder making the
exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

          (b) The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company, a register
or registers (herein referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall register
the Securities and the transfers of Securities as in this Article provided and
which at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Securities and transfer of Securities
as herein provided shall be appointed as authorized by Board Resolution (the
"Security Registrar").

     Upon surrender for transfer of any Security at the office or agency of the
Company designated for such purpose, the Company shall execute, the Trustee
shall authenticate and such office or agency shall deliver in the name of the
transferee or transferees a new Security or Securities of the same series as the
Security presented for a like aggregate principal amount.

     All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer, in form satisfactory to the Company or the Security Registrar, duly
executed by the registered holder or by such holder's duly authorized attorney
in writing.

          (c) Except as provided pursuant to Section 2.01 pursuant to a Board
Resolution, and set forth in an Officers' Certificate, or established in one or
more indentures supplemental to this Indenture, no service charge shall be made
for any exchange or registration of transfer of Securities, or issue of new
Securities in case of partial redemption of any series, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge in relation thereto, other than exchanges pursuant to Section 2.06,
Section 3.03(b) and Section 9.04 not involving any transfer.

          (d) The Company shall not be required (i) to issue, exchange or
register the transfer of any Securities during a period beginning at the opening
of business 15 days before the


                                      -10-



day of the mailing of a notice of redemption of less than all the Outstanding
Securities of the same series and ending at the close of business on the day of
such mailing, nor (ii) to register the transfer of or exchange any Securities of
any series or portions thereof called for redemption, other than the unredeemed
portion of any such Securities being redeemed in part. The provisions of this
Section 2.05 are, with respect to any Global Security, subject to Section 2.11
hereof.

     SECTION 2.06 TEMPORARY SECURITIES.

     Pending the preparation of definitive Securities of any series, the Company
may execute, and the Trustee shall authenticate and deliver, temporary
Securities (printed, lithographed or typewritten) of any authorized
denomination. Such temporary Securities shall be substantially in the form of
the definitive Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for temporary
Securities, all as may be determined by the Company. Every temporary Security of
any series shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Securities of such series. Without unnecessary delay
the Company will execute and will furnish definitive Securities of such series
and thereupon any or all temporary Securities of such series may be surrendered
in exchange therefor (without charge to the holders), at the office or agency of
the Company designated for the purpose in the Borough of Manhattan, the City and
State of New York, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such series shall be entitled to the same
benefits under this Indenture as definitive Securities of such series
authenticated and delivered hereunder.

     SECTION 2.07 MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.

     In case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company's request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Security of the same series, bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so
destroyed, lost or stolen. In every case the applicant for a substituted
Security shall furnish to the Company and the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
the applicant's Security and of the ownership thereof. The Trustee may
authenticate any such substituted Security and deliver the same upon the written
request or authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.

     In case any Security that has matured or is about to mature shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or


                                      -11-



authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as they may require to save
them harmless, and, in case of destruction, loss or theft, evidence to the
satisfaction of the Company and the Trustee of the destruction, loss or theft of
such Security and of the ownership thereof.

     Every replacement Security issued pursuant to the provisions of this
Section shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities, and shall preclude (to the extent lawful) any and all
other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

     SECTION 2.08 CANCELLATION.

     All Securities surrendered for the purpose of payment, redemption, exchange
or registration of transfer shall, if surrendered to the Company or any paying
agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the
Trustee shall deliver to the Company canceled Securities held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.

     SECTION 2.09 BENEFITS OF INDENTURE.

     Nothing in this Indenture or in the Securities, express or implied, shall
give or be construed to give to any Person, other than the parties hereto and
the holders of the Securities (and, with respect to the provisions of Article
Fourteen, the holders of any indebtedness of the Company to which the Securities
of any series are subordinated) any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or
provision herein contained; all such covenants, conditions and provisions being
for the sole benefit of the parties hereto and of the holders of the Securities
(and, with respect to the provisions of Article Fourteen, the holders of any
indebtedness of the Company to which the Securities of any series are
subordinated).

     SECTION 2.10 AUTHENTICATING AGENT.

     So long as any of the Securities of any series remain Outstanding there may
be an Authenticating Agent for any or all such series of Securities which the
Trustee shall have the


                                      -12-



right to appoint. Said Authenticating Agent shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon exchange,
transfer or partial redemption thereof, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. All references in
this Indenture to the authentication of Securities by the Trustee shall be
deemed to include authentication by an Authenticating Agent for such series.
Each Authenticating Agent shall be acceptable to the Company and shall be a
corporation that has a combined capital and surplus, as most recently reported
or determined by it, sufficient under the laws of any jurisdiction under which
it is organized or in which it is doing business to conduct a trust business,
and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state authorities. If at any
time any Authenticating Agent shall cease to be eligible in accordance with
these provisions, it shall resign immediately.

     Any Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time (and
upon request by the Company shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
to the Company. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor
Authenticating Agent acceptable to the Company. Any successor Authenticating
Agent, upon acceptance of its appointment hereunder, shall become vested with
all the rights, powers and duties of its predecessor hereunder as if originally
named as an Authenticating Agent pursuant hereto.

     SECTION 2.11 GLOBAL SECURITIES.

          (a) If the Company shall establish pursuant to Section 2.01 that the
Securities of a particular series are to be issued as a Global Security, then
the Company shall execute and the Trustee shall, in accordance with Section
2.04, authenticate and deliver, a Global Security that (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of,
all of the Outstanding Securities of such series, (ii) shall be registered in
the name of the Depositary or its nominee, (iii) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary's instruction and (iv)
shall bear a legend substantially to the following effect: "Except as otherwise
provided in Section 2.11 of the Indenture, this Security may be transferred, in
whole but not in part, only to another nominee of the Depositary or to a
successor Depositary or to a nominee of such successor Depositary."

          (b) Notwithstanding the provisions of Section 2.05, the Global
Security of a series may be transferred, in whole but not in part and in the
manner provided in Section 2.05, only to another nominee of the Depositary for
such series, or to a successor Depositary for such series selected or approved
by the Company or to a nominee of such successor Depositary.

          (c) If at any time the Depositary for a series of the Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer
be registered or in good standing under the Exchange Act, or other applicable
statute or regulation, and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or


                                      -13-



becomes aware of such condition, as the case may be, or if an Event of Default
has occurred and is continuing and the Company has received a request from the
Depositary, this Section 2.11 shall no longer be applicable to the Securities of
such series and the Company will execute, and subject to Section 2.04, the
Trustee will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. In addition, the
Company may at any time determine that the Securities of any series shall no
longer be represented by a Global Security and that the provisions of this
Section 2.11 shall no longer apply to the Securities of such series. In such
event the Company will execute and, subject to Section 2.04, the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security for such Securities in definitive registered form without
coupons, in authorized denominations, the Global Security shall be canceled by
the Trustee. Such Securities in definitive registered form issued in exchange
for the Global Security pursuant to this Section 2.11(c) shall be registered in
such names and in such authorized denominations as the Depositary, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Securities to the
Depositary for delivery to the Persons in whose names such Securities are so
registered.

                                    ARTICLE 3

              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

     SECTION 3.01 REDEMPTION.

     The Company may redeem the Securities of any series issued hereunder on and
after the dates and in accordance with the terms established for such series
pursuant to Section 2.01 hereof.

     SECTION 3.02 NOTICE OF REDEMPTION.

          (a) In case the Company shall desire to exercise such right to redeem
all or, as the case may be, a portion of the Securities of any series in
accordance with any right the Company reserved for itself to do so pursuant to
Section 2.01 hereof, the Company shall, or shall cause the Trustee to, give
notice of such redemption to holders of the Securities of such series to be
redeemed by mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 90 days before the date fixed for
redemption of that series to such holders at their last addresses as they shall
appear upon the Security Register, unless a shorter period is specified in the
Securities to be redeemed. Any notice that is mailed in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not
the registered holder receives the notice. In any case, failure duly to give
such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect
the validity of the proceedings for the redemption of any other Securities of
such series or any other series. In the case of any redemption of Securities
prior to the


                                      -14-



expiration of any restriction on such redemption provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with any such restriction.

     Each such notice of redemption shall specify the date fixed for redemption
and the redemption price at which Securities of that series are to be redeemed,
and shall state that payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company in the Borough of
Manhattan, the City and State of New York, upon presentation and surrender of
such Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, that from and after said date interest will
cease to accrue and that the redemption is for a sinking fund, if such is the
case. If less than all the Securities of a series are to be redeemed, the notice
to the holders of Securities of that series to be redeemed in part shall specify
the particular Securities to be so redeemed.

     In case any Security is to be redeemed in part only, the notice that
relates to such Security shall state the portion of the principal amount thereof
to be redeemed, and shall state that on and after the redemption date, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

          (b) If less than all the Securities of a series are to be redeemed,
the Company shall give the Trustee at least 45 days' notice (unless a shorter
notice shall be satisfactory to the Trustee) in advance of the date fixed for
redemption as to the aggregate principal amount of Securities of the series to
be redeemed, and thereupon the Trustee shall select, by lot or in such other
manner as it shall deem appropriate and fair in its discretion and that may
provide for the selection of a portion or portions (equal to one thousand U.S.
dollars ($1,000) or any integral multiple thereof) of the principal amount of
such Securities of a denomination larger than $1,000, the Securities to be
redeemed and shall thereafter promptly notify the Company in writing of the
numbers of the Securities to be redeemed, in whole or in part. The Company may,
if and whenever it shall so elect, by delivery of instructions signed on its
behalf by an Officer, instruct the Trustee or any paying agent to call all or
any part of the Securities of a particular series for redemption and to give
notice of redemption in the manner set forth in this Section, such notice to be
in the name of the Company or its own name as the Trustee or such paying agent
may deem advisable. In any case in which notice of redemption is to be given by
the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as the
case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the
provisions of this Section.

     SECTION 3.03 PAYMENT UPON REDEMPTION.

          (a) If the giving of notice of redemption shall have been completed as
above provided, the Securities or portions of Securities of the series to be
redeemed specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the date
fixed for redemption, unless the Company shall default in the payment of such
redemption price


                                      -15-



and accrued interest with respect to any such Security or portion thereof. On
presentation and surrender of such Securities on or after the date fixed for
redemption at the place of payment specified in the notice, said Securities
shall be paid and redeemed at the applicable redemption price for such series,
together with interest accrued thereon to the date fixed for redemption (but if
the date fixed for redemption is an interest payment date, the interest
installment payable on such date shall be payable to the registered holder at
the close of business on the applicable record date pursuant to Section 2.03).

          (b) Upon presentation of any Security of such series that is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Security of
the same series of authorized denominations in principal amount equal to the
unredeemed portion of the Security so presented.

     SECTION 3.04 SINKING FUND.

     The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any
sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

     SECTION 3.05 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

     The Company (i) may deliver Outstanding Securities of a series and (ii) may
apply as a credit Securities of a series that have been redeemed either at the
election of the Company pursuant to the terms of such Securities or through the
application of permitted optional sinking fund payments pursuant to the terms of
such Securities, in each case in satisfaction of all or any part of any sinking
fund payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
redemption price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

     SECTION 3.06 REDEMPTION OF SECURITIES FOR SINKING FUND.

     Not less than 45 days prior to each sinking fund payment date for any
series of Securities (unless a shorter period shall be satisfactory to the
Trustee), the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied


                                      -16-



by delivering and crediting Securities of that series pursuant to Section 3.05
and the basis for such credit and will, together with such Officers'
Certificate, deliver to the Trustee any Securities to be so delivered. Not less
than 30 days before each such sinking fund payment date the Trustee shall select
the Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.02 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.02. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Section
3.03.

                                    ARTICLE 4

                                    COVENANTS

     SECTION 4.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

     The Company will duly and punctually pay or cause to be paid the principal
of (and premium, if any) and interest on the Securities of that series at the
time and place and in the manner provided herein and established with respect to
such Securities.

     SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY.

     So long as any series of the Securities remain Outstanding, the Company
agrees to maintain an office or agency in the Borough of Manhattan, the City and
State of New York, with respect to each such series and at such other location
or locations as may be designated as provided in this Section 4.02, where (i)
Securities of that series may be presented for payment, (ii) Securities of that
series may be presented as herein above authorized for registration of transfer
and exchange, and (iii) notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by any officer authorized to sign an Officers'
Certificate and delivered to the Trustee, designate some other office or agency
for such purposes or any of them. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, notices and
demands. The Company initially appoints the Corporate Trust Office of the
Trustee located in the Borough of Manhattan, the City of New York as its paying
agent with respect to the Securities.

     SECTION 4.03 PAYING AGENTS.

          (a) If the Company shall appoint one or more paying agents for all or
any series of the Securities, other than the Trustee, the Company will cause
each such paying agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this
Section:

               (1) that it will hold all sums held by it as such agent for the
payment of the principal of (and premium, if any) or interest on the Securities
of that series (whether such


                                      -17-



sums have been paid to it by the Company or by any other obligor of such
Securities) in trust for the benefit of the Persons entitled thereto;

               (2) that it will give the Trustee notice of any failure by the
Company (or by any other obligor of such Securities) to make any payment of the
principal of (and premium, if any) or interest on the Securities of that series
when the same shall be due and payable;

               (3) that it will, at any time during the continuance of any
failure referred to in the preceding paragraph (a)(2) above, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held in trust
by such paying agent; and

               (4) that it will perform all other duties of paying agent as set
forth in this Indenture.

          (b) If the Company shall act as its own paying agent with respect to
any series of the Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Securities of that series, set
aside, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so becoming due on Securities of that series until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Company shall have one or
more paying agents for any series of Securities, it will, prior to each due date
of the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such paying agent is the Trustee) the Company will promptly notify the
Trustee of this action or failure so to act.

          (c) Notwithstanding anything in this Section to the contrary, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.05, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by the Company
or any paying agent to the Trustee, the Company or such paying agent shall be
released from all further liability with respect to such money.

     SECTION 4.04 APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE.

     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee hereunder.


                                      -18-



     SECTION 4.05 COMPLIANCE WITH CONSOLIDATION PROVISIONS.

     The Company will not, while any of the Securities remain Outstanding,
consolidate with or merge into any other Person, in either case where the
Company is not the survivor of such transaction, or sell or convey all or
substantially all of its property to any other Person unless the provisions of
Article Ten hereof are complied with.

                                    ARTICLE 5

            SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE
                                     TRUSTEE

     SECTION 5.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
SECURITYHOLDERS.

     The Company will furnish or cause to be furnished to the Trustee (a) within
15 days after each regular record date (as defined in Section 2.03) a list, in
such form as the Trustee may reasonably require, of the names and addresses of
the holders of each series of Securities as of such regular record date,
provided that the Company shall not be obligated to furnish or cause to furnish
such list at any time that the list shall not differ in any respect from the
most recent list furnished to the Trustee by the Company and (b) at such other
times as the Trustee may request in writing within 30 days after the receipt by
the Company of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished; provided,
however, that, in either case, no such list need be furnished for any series for
which the Trustee shall be the Security Registrar .

     SECTION 5.02 PRESERVATION OF INFORMATION; COMMUNICATIONS WITH
SECURITYHOLDERS.

          (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of
Securities contained in the most recent list furnished to it as provided in
Section 5.01 and as to the names and addresses of holders of Securities received
by the Trustee in its capacity as Security Registrar (if acting in such
capacity).

          (b) The Trustee may destroy any list furnished to it as provided in
Section 5.01 upon receipt of a new list so furnished.

          (c) Securityholders may communicate as provided in Section 312(b) of
the Trust Indenture Act with other Securityholders with respect to their rights
under this Indenture or under the Securities, and, in connection with any such
communications, the Trustee shall satisfy its obligations under Section 312(b)
of the Trust Indenture Act in accordance with the provisions of Section 312(b)
of the Trust Indenture Act.

     SECTION 5.03 REPORTS BY THE COMPANY.

     The Company covenants and agrees to provide a copy to the Trustee, after
the Company is required to file the same with the Securities and Exchange
Commission, copies of the annual


                                      -19-



reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Securities and Exchange Commission may
from time to time by rules and regulations prescribe) that the Company may be
required to file with the Securities and Exchange Commission pursuant to Section
13 or Section 15(d) of the Exchange Act.

     SECTION 5.04 REPORTS BY THE TRUSTEE.

          (a) On or before July 15 in each year in which any of the Securities
are Outstanding, the Trustee shall transmit by mail, first class postage
prepaid, to the Securityholders, as their names and addresses appear upon the
Security Register, a brief report dated as of the preceding May 15, if and to
the extent required under Section 313(a) of the Trust Indenture Act.

          (b) The Trustee shall comply with Section 313(b) and 313(c) of the
Trust Indenture Act.

          (c) A copy of each such report shall, at the time of such transmission
to Securityholders, be filed by the Trustee with the Company, with each
securities exchange upon which any Securities are listed (if so listed) and also
with the Securities and Exchange Commission. The Company agrees to notify the
Trustee when any Securities become listed on any securities exchange.

                                    ARTICLE 6

             REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF
                                     DEFAULT

     SECTION 6.01 EVENTS OF DEFAULT.

          (a) Whenever used herein with respect to Securities of a particular
series, "Event of Default" means any one or more of the following events that
has occurred and is continuing:

               (1) the Company defaults in the payment of any installment of
interest upon any of the Securities of that series, as and when the same shall
become due and payable, and such default continues for a period of 90 days;
provided, however, that a valid extension of an interest payment period by the
Company in accordance with the terms of any indenture supplemental hereto shall
not constitute a default in the payment of interest for this purpose;

               (2) the Company defaults in the payment of the principal of (or
premium, if any, on) any of the Securities of that series as and when the same
shall become due and payable whether at maturity, upon redemption, by
declaration or otherwise, or in any payment required by any sinking or analogous
fund established with respect to that series; provided, however, that a valid
extension of the maturity of such Securities in accordance with the terms of any
indenture supplemental hereto shall not constitute a default in the payment of
principal or premium, if any;


                                      -20-



               (3) the Company fails to observe or perform any other of its
covenants or agreements with respect to that series contained in this Indenture
or otherwise established with respect to that series of Securities pursuant to
Section 2.01 hereof (other than a covenant or agreement that has been expressly
included in this Indenture solely for the benefit of one or more series of
Securities other than such series) for a period of 90 days after the date on
which written notice of such failure, requiring the same to be remedied and
stating that such notice is a "Notice of Default" hereunder, shall have been
given to the Company by the Trustee, by registered or certified mail, or to the
Company and the Trustee by the holders of at least 25% in principal amount of
the Securities of that series at the time Outstanding;

               (4) the Company pursuant to or within the meaning of any
Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an
order for relief against it in an involuntary case, (iii) consents to the
appointment of a Custodian of it or for all or substantially all of its property
or (iv) makes a general assignment for the benefit of its creditors; or

               (5) a court of competent jurisdiction enters an order under any
Bankruptcy Law that (i) is for relief against the Company in an involuntary
case, (ii) appoints a Custodian of the Company for all or substantially all of
its property or (iii) orders the liquidation of the Company, and the order or
decree remains unstayed and in effect for 90 days.

          (b) In each and every such case (other than an Event of Default
specified in clause (4) or clause (5) above), unless the principal of all the
Securities of that series shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the
Securities of that series then Outstanding hereunder, by notice in writing to
the Company (and to the Trustee if given by such Securityholders), may declare
the principal of (and premium, if any, on) and accrued and unpaid interest on
all the Securities of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable. If an Event of Default specified in clause (4) or clause (5) above
occurs, the principal of and accrued and unpaid interest on all the Securities
of that series shall automatically be immediately due and payable without any
declaration or other act on the part of the Trustee or the holders of the
Securities.

          (c) At any time after the principal of (and premium, if any, on) and
accrued and unpaid interest on the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
holders of a majority in aggregate principal amount of the Securities of that
series then Outstanding hereunder, by written notice to the Company and the
Trustee, may rescind and annul such declaration and its consequences if: (i) the
Company has paid or deposited with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that series
that shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and, to the extent that such payment is
enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Securities of that series to the date of such
payment or deposit) and the amount payable to the Trustee under Section 7.06,
and (ii) any and all Events of Default under the Indenture with respect to such
series, other than the nonpayment of principal on (and premium, if any, on) and


                                      -21-



accrued and unpaid interest on Securities of that series that shall not have
become due by their terms, shall have been remedied or waived as provided in
Section 6.06.

     No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.

          (d) In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case, subject to any determination in such
proceedings, the Company and the Trustee shall be restored respectively to their
former positions and rights hereunder, and all rights, remedies and powers of
the Company and the Trustee shall continue as though no such proceedings had
been taken.

     SECTION 6.02 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

          (a) The Company covenants that (i) in case it shall default in the
payment of any installment of interest on any of the Securities of a series, or
in any payment required by any sinking or analogous fund established with
respect to that series as and when the same shall have become due and payable,
and such default shall have continued for a period of 90 Business Days, or (ii)
in case it shall default in the payment of the principal of (or premium, if any,
on) any of the Securities of a series when the same shall have become due and
payable, whether upon maturity of the Securities of a series or upon redemption
or upon declaration or otherwise then, upon demand of the Trustee, the Company
will pay to the Trustee, for the benefit of the holders of the Securities of
that series, the whole amount that then shall have been become due and payable
on all such Securities for principal (and premium, if any) or interest, or both,
as the case may be, with interest upon the overdue principal (and premium, if
any) and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest at the rate per annum
expressed in the Securities of that series; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section 7.06.

          (b) If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any action or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or other obligor upon the
Securities of that series and collect the moneys adjudged or decreed to be
payable in the manner provided by law or equity out of the property of the
Company or other obligor upon the Securities of that series, wherever situated.

          (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or judicial proceedings
affecting the Company, or its creditors or property, the Trustee shall have
power to intervene in such proceedings and take any action therein that may be
permitted by the court and shall (except as may be otherwise provided by law) be
entitled to file such proofs of claim and other papers and


                                      -22-



documents as may be necessary or advisable in order to have the claims of the
Trustee and of the holders of Securities of such series allowed for the entire
amount due and payable by the Company under the Indenture at the date of
institution of such proceedings and for any additional amount that may become
due and payable by the Company after such date, and to collect and receive any
moneys or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Trustee
under Section 7.06; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of such
series to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments directly to such Securityholders,
to pay to the Trustee any amount due it under Section 7.06.

          (d) All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of such
series.

     In case of an Event of Default hereunder, the Trustee may in its discretion
proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in the Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

     Nothing contained herein shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of that series or the rights of any holder thereof or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

     SECTION 6.03 APPLICATION OF MONEYS COLLECTED.

     Any moneys collected by the Trustee pursuant to this Article with respect
to a particular series of Securities shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
moneys on account of principal (or premium, if any) or interest, upon
presentation of the Securities of that series, and notation thereon of the
payment, if only partially paid, and upon surrender thereof if fully paid:

     FIRST: To the payment of all indebtedness of the Company to which such
series of Securities is subordinated to the extent required by Section 7.06 and
Article Fourteen;

     SECOND: To the payment of the amounts then due and unpaid upon Securities
of such series for principal (and premium, if any) and interest, in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind,


                                      -23-



according to the amounts due and payable on such Securities for principal (and
premium, if any) and interest, respectively; and

     THIRD: To the payment of the remainder, if any, to the Company or any other
Person lawfully entitled thereto.

     SECTION 6.04 LIMITATION ON SUITS.

     No holder of any Security of any series shall have any right by virtue or
by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless (i) such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as
hereinbefore provided; (ii) the holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder; (iii) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby;
(iv) the Trustee for 90 days after its receipt of such notice, request and offer
of indemnity, shall have failed to institute any such action, suit or proceeding
and (v) during such 90 day period, the holders of a majority in principal amount
of the Securities of that series do not give the Trustee a direction
inconsistent with the request.

     Notwithstanding anything contained herein to the contrary or any other
provisions of this Indenture, the right of any holder of any Security to receive
payment of the principal of (and premium, if any) and interest on such Security,
as therein provided, on or after the respective due dates expressed in such
Security (or in the case of redemption, on the redemption date), or to institute
suit for the enforcement of any such payment on or after such respective dates
or redemption date, shall not be impaired or affected without the consent of
such holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

     SECTION 6.05 RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER.

          (a) Except as otherwise provided in Section 2.07, all powers and
remedies given by this Article to the Trustee or to the Securityholders shall,
to the extent permitted by law, be deemed cumulative and not exclusive of any
other powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the


                                      -24-



performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such Securities.

          (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

     SECTION 6.06 CONTROL BY SECURITYHOLDERS.

     The holders of a majority in aggregate principal amount of the Securities
of any series at the time Outstanding, determined in accordance with Section
8.04, shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee with respect to such series; provided,
however, that such direction shall not be in conflict with any rule of law or
with this Indenture. Subject to the provisions of Section 7.01, the Trustee
shall have the right to decline to follow any such direction if the Trustee in
good faith shall, by a Responsible Officer or officers of the Trustee, determine
that the proceeding so directed, subject to the Trustee's duties under the Trust
Indenture Act, would involve the Trustee in personal liability or might be
unduly prejudicial to the Securityholders not involved in the proceeding. The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding affected thereby, determined in accordance with
Section 8.04, may on behalf of the holders of all of the Securities of such
series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to such
series and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of the Securities of that series as
and when the same shall become due by the terms of such Securities otherwise
than by acceleration (unless such default has been cured and a sum sufficient to
pay all matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such
waiver, the default covered thereby shall be deemed to be cured for all purposes
of this Indenture and the Company, the Trustee and the holders of the Securities
of such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

     SECTION 6.07 UNDERTAKING TO PAY COSTS.

     All parties to this Indenture agree, and each holder of any Securities by
such holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to


                                      -25-



any suit instituted by any Securityholder, or group of Securityholders, holding
more than 10% in aggregate principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Securityholder for the enforcement of
the payment of the principal of (or premium, if any) or interest on any Security
of such series, on or after the respective due dates expressed in such Security
or established pursuant to this Indenture.

                                    ARTICLE 7

                             CONCERNING THE TRUSTEE

     SECTION 7.01 CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.

          (a) The Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a series and after the curing of all Events of
Default with respect to the Securities of that series that may have occurred,
shall undertake to perform with respect to the Securities of such series such
duties and only such duties as are specifically set forth in this Indenture, and
no implied covenants shall be read into this Indenture against the Trustee. In
case an Event of Default with respect to the Securities of a series has occurred
(that has not been cured or waived), the Trustee shall exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

          (b) No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

          (i) prior to the occurrence of an Event of Default with respect to the
Securities of a series and after the curing or waiving of all such Events of
Default with respect to that series that may have occurred:

               (A) the duties and obligations of the Trustee shall with respect
to the Securities of such series be determined solely by the express provisions
of this Indenture, and the Trustee shall not be liable with respect to the
Securities of such series except for the performance of such duties and
obligations as are specifically set forth in this Indenture, and no implied
covenants or obligations shall be read into this Indenture against the Trustee;
and

               (B) in the absence of bad faith on the part of the Trustee, the
Trustee may with respect to the Securities of such series conclusively rely, as
to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee and
conforming to the requirements of this Indenture; but in the case of any such
certificates or opinions that by any provision hereof are specifically required
to be furnished to the Trustee, the Trustee shall be under a duty to examine the
same to determine whether or not they conform to the requirement of this
Indenture;

          (ii) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer or Responsible Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the
pertinent facts;


                                      -26-



          (iii) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the holders of not less than a majority in principal amount of the Securities of
any series at the time Outstanding relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee under this Indenture with respect
to the Securities of that series; and

          (iv) None of the provisions contained in this Indenture shall require
the Trustee to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
the repayment of such funds or liability is not reasonably assured to it under
the terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

     SECTION 7.02 CERTAIN RIGHTS OF TRUSTEE.

     Except as otherwise provided in Section 7.01:

          (a) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;

          (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an instrument
signed in the name of the Company by any authorized officer of the Company
(unless other evidence in respect thereof is specifically prescribed herein);

          (c) The Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or suffered or omitted hereunder
in good faith and in reliance thereon;

          (d) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence of an Event
of Default with respect to a series of the Securities (that has not been cured
or waived), to exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and to use the same degree of
care and skill in their exercise, as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs;

          (e) The Trustee shall not be liable for any action taken or omitted to
be taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;


                                      -27-


          (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security, or
other papers or documents, unless requested in writing so to do by the holders
of not less than a majority in principal amount of the Outstanding Securities of
the particular series affected thereby (determined as provided in Section 8.04);
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand; and

          (g) The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

     In addition, the Trustee shall not be deemed to have knowledge of any
Default or Event of Default except (1) any Event of Default occurring pursuant
to Sections 6.01(a)(1), 6.01(a)(2) and 4.01 hereof or (2) any Default or Event
of Default of which the Trustee shall have received written notification in the
manner set forth in this Indenture or a Responsible Officer of the Trustee shall
have obtained actual knowledge. Delivery of reports, information and documents
to the Trustee under Section 5.03 is for informational purposes only and the
information and the Trustee's receipt of the foregoing shall not constitute
constructive notice of any information contained therein, or determinable from
information contained therein including the Company's compliance with any of
their covenants thereunder (as to which the Trustee is entitled to rely
exclusively on an Officers' Certificate).

     SECTION 7.03 TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR
SECURITIES.

          (a) The recitals contained herein and in the Securities shall be taken
as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same.

          (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

          (c) The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds of such Securities, or
for the use or application of any moneys paid over by the Trustee in accordance
with any provision of this Indenture or established pursuant to Section 2.01, or
for the use or application of any moneys received by any paying agent other than
the Trustee.


                                      -28-



     SECTION 7.04 MAY HOLD SECURITIES.

     The Trustee or any paying agent or Security Registrar, in its individual or
any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security Registrar.

     SECTION 7.05 MONEYS HELD IN TRUST.

     Subject to the provisions of Section 11.05, all moneys received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any moneys received by it hereunder except such as it
may agree with the Company to pay thereon.

     SECTION 7.06 COMPENSATION AND REIMBURSEMENT.

          (a) The Company covenants and agrees to pay to the Trustee, and the
Trustee shall be entitled to, such reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) as the Company and the Trustee may from time to time agree in
writing, for all services rendered by it in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee, and, except as otherwise expressly provided herein,
the Company will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all Persons not regularly in its employ), except any such expense, disbursement
or advance as may arise from its negligence or bad faith and except as the
Company and Trustee may from time to time agree in writing. The Company also
covenants to indemnify the Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any loss, liability or expense
incurred without negligence or bad faith on the part of the Trustee and arising
out of or in connection with the acceptance or administration of this trust,
including the reasonable costs and expenses of defending itself against any
claim of liability in the premises.

          (b) The obligations of the Company under this Section to compensate
and indemnify the Trustee and to pay or reimburse the Trustee for reasonable
expenses, disbursements and advances shall constitute indebtedness of the
Company to which the Securities are subordinated. Such additional indebtedness
shall be secured by a lien prior to that of the Securities upon all property and
funds held or collected by the Trustee as such, except funds held in trust for
the benefit of the holders of particular Securities.

     SECTION 7.07 RELIANCE ON OFFICERS' CERTIFICATE.

     Except as otherwise provided in Section 7.01, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
reasonably necessary or desirable that a matter be proved or established prior
to taking or suffering or omitting to take any action hereunder, such matter
(unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of negligence or bad faith on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers' Certificate
delivered to the Trustee and


                                      -29-



such certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.

     SECTION 7.08 DISQUALIFICATION; CONFLICTING INTERESTS.

     If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

     SECTION 7.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

     There shall at all times be a Trustee with respect to the Securities issued
hereunder which shall at all times be a corporation organized and doing business
under the laws of the United States of America or any state or territory thereof
or of the District of Columbia, or a corporation or other Person permitted to
act as trustee by the Securities and Exchange Commission, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least fifty million U.S. dollars ($50,000,000), and subject to supervision
or examination by federal, state, territorial, or District of Columbia
authority.

     If such corporation or other Person publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation or other Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

     SECTION 7.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

          (a) The Trustee or any successor hereafter appointed may at any time
resign with respect to the Securities of one or more series by giving written
notice thereof to the Company and by transmitting notice of resignation by mail,
first class postage prepaid, to the Securityholders of such series, as their
names and addresses appear upon the Security Register.

     Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee with respect to Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Security or Securities for at least six months may on
behalf of himself and all others similarly situated, petition any such court for
the


                                      -30-



appointment of a successor trustee. Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, appoint a successor trustee.

          (b) In case at any time any one of the following shall occur:

          (i) the Trustee shall fail to comply with the provisions of Section
7.08 after written request therefor by the Company or by any Securityholder who
has been a bona fide holder of a Security or Securities for at least six months;
or

          (ii) the Trustee shall cease to be eligible in accordance with the
provisions of Section 7.09 and shall fail to resign after written request
therefor by the Company or by any such Securityholder; or

          (iii) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding,
or a receiver of the Trustee or of its property shall be appointed or consented
to, or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation;

     then, in any such case, the Company may remove the Trustee with respect to
all Securities and appoint a successor trustee by written instrument, in
duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee, or any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months may, on behalf of that holder and
all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee.

          (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time Outstanding may at any time remove the
Trustee with respect to such series by so notifying the Trustee and the Company
and may appoint a successor Trustee for such series with the consent of the
Company.

          (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 7.11.

          (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

     SECTION 7.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

          (a) In case of the appointment hereunder of a successor trustee with
respect to all Securities, every such successor trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such


                                      -31-



successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor trustee all the rights, powers, and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such retiring Trustee hereunder.

          (b) In case of the appointment hereunder of a successor trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor trustee relates, (ii)
shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust, that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; and upon the
execution and delivery of such supplemental indenture the resignation or removal
of the retiring Trustee shall become effective to the extent provided therein,
such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor trustee relates; but, on request of
the Company or any successor trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor trustee, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.

          (c) Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section, as the case may be.

          (d) No successor trustee shall accept its appointment unless at the
time of such acceptance such successor trustee shall be qualified and eligible
under this Article.

          (e) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail,


                                      -32-



first class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security Register. If the Company fails to transmit
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be transmitted at the
expense of the Company.

     SECTION 7.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the provisions
of Section 7.09, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. In case any Securities shall have been authenticated, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and
deliver the Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Securities.

     SECTION 7.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY.

     The Trustee shall comply with Section 311(a) of the Trust Indenture Act,
excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.

     SECTION 7.14 NOTICE OF DEFAULT

     If any Default or any Event of Default occurs and is continuing and if such
Default or Event of Default is known to a Responsible Officer of the Trustee,
the Trustee shall mail to each Securityholder in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act notice of the Default or
Event of Default within 45 days after it occurs, unless such Default or Event of
Default has been cured; provided, however, that, except in the case of a default
in the payment of the principal of (or premium, if any) or interest on any
Security, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Securityholders.

                                    ARTICLE 8

                         CONCERNING THE SECURITYHOLDERS

     SECTION 8.01 EVIDENCE OF ACTION BY SECURITYHOLDERS.

     Whenever in this Indenture it is provided that the holders of a majority or
specified percentage in aggregate principal amount of the Securities of a
particular series may take any


                                      -33-



action (including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action), the fact that at the time
of taking any such action the holders of such majority or specified percentage
of that series have joined therein may be evidenced by any instrument or any
number of instruments of similar tenor executed by such holders of Securities of
that series in person or by agent or proxy appointed in writing.

     If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, but the Company shall have
no obligation to do so. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of Outstanding Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice, consent, waiver or
other action, and for that purpose the Outstanding Securities of that series
shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the record date.

     SECTION 8.02 PROOF OF EXECUTION BY SECURITYHOLDERS.

     Subject to the provisions of Section 7.01, proof of the execution of any
instrument by a Securityholder (such proof will not require notarization) or his
agent or proxy and proof of the holding by any Person of any of the Securities
shall be sufficient if made in the following manner:

          (a) The fact and date of the execution by any such Person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

The ownership of Securities shall be proved by the Security Register of such
Securities or by a certificate of the Security Registrar thereof.

     The Trustee may require such additional proof of any matter referred to in
this Section as it shall deem necessary.

     SECTION 8.03 WHO MAY BE DEEMED OWNERS.

     Prior to the due presentment for registration of transfer of any Security,
the Company, the Trustee, any paying agent and any Security Registrar may deem
and treat the Person in whose name such Security shall be registered upon the
books of the Company as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of ownership or writing
thereon made by anyone other than the Security Registrar) for the purpose of
receiving payment of or on account of the principal of, premium, if any, and
(subject to Section 2.03) interest on such Security and for all other purposes;
and neither the Company nor


                                      -34-



the Trustee nor any paying agent nor any Security Registrar shall be affected by
any notice to the contrary.

     SECTION 8.04 CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED.

     In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the Securities of that series that are
owned by the Company or any other obligor on the Securities of that series or by
any Person directly or indirectly controlling or controlled by or under common
control with the Company or any other obligor on the Securities of that series
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Securities of such series that the Trustee actually knows are so owned
shall be so disregarded. The Securities so owned that have been pledged in good
faith may be regarded as Outstanding for the purposes of this Section, if the
pledgee shall establish to the satisfaction of the Trustee the pledgee's right
so to act with respect to such Securities and that the pledgee is not a Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any such other obligor. In case of a dispute
as to such right, any decision by the Trustee taken upon the advice of counsel
shall be full protection to the Trustee.

     SECTION 8.05 ACTIONS BINDING ON FUTURE SECURITYHOLDERS.

     At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Securities of a
particular series specified in this Indenture in connection with such action,
any holder of a Security of that series that is shown by the evidence to be
included in the Securities the holders of which have consented to such action
may, by filing written notice with the Trustee, and upon proof of holding as
provided in Section 8.02, revoke such action so far as concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether or
not any notation in regard thereto is made upon such Security. Any action taken
by the holders of the majority or percentage in aggregate principal amount of
the Securities of a particular series specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities of that series.


                                      -35-



                                    ARTICLE 9

                             SUPPLEMENTAL INDENTURES

     SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF
SECURITYHOLDERS.

     In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect), without the
consent of the Securityholders, for one or more of the following purposes:

          (a) to cure any ambiguity, defect, or inconsistency herein or in the
Securities of any series;

          (b) to comply with Article Ten;

          (c) to provide for uncertificated Securities in addition to or in
place of certificated Securities;

          (d) to add to the covenants, restrictions, conditions or provisions
relating to the Company for the benefit of the holders of all or any series of
Securities (and if such covenants, restrictions, conditions or provisions are to
be for the benefit of less than all series of Securities, stating that such
covenants, restrictions, conditions or provisions are expressly being included
solely for the benefit of such series), to make the occurrence, or the
occurrence and the continuance, of a default in any such additional covenants,
restrictions, conditions or provisions an Event of Default, or to surrender any
right or power herein conferred upon the Company;

          (e) to add to, delete from, or revise the conditions, limitations, and
restrictions on the authorized amount, terms, or purposes of issue,
authentication, and delivery of Securities, as herein set forth;

          (f) to make any change that does not adversely affect the rights of
any Securityholder in any material respect;

          (g) to provide for the issuance of and establish the form and terms
and conditions of the Securities of any series as provided in Section 2.01, to
establish the form of any certifications required to be furnished pursuant to
the terms of this Indenture or any series of Securities, or to add to the rights
of the holders of any series of Securities;

          (h) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee; or

          (i) to comply with any requirements of the Securities and Exchange
Commission or any successor in connection with the qualification of this
Indenture under the Trust Indenture Act.


                                      -36-



     The Trustee is hereby authorized to join with the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

     Any supplemental indenture authorized by the provisions of this Section may
be executed by the Company and the Trustee without the consent of the holders of
any of the Securities at the time Outstanding, notwithstanding any of the
provisions of Section 9.02.

     SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.

     With the consent (evidenced as provided in Section 8.01) of the holders of
not less than a majority in aggregate principal amount of the Securities of each
series affected by such supplemental indenture or indentures at the time
Outstanding, the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect) for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner not covered by
Section 9.01 the rights of the holders of the Securities of such series under
this Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding and
affected thereby, (a) extend the fixed maturity of any Securities of any series,
or reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof or (b) reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture.

     It shall not be necessary for the consent of the Securityholders of any
series affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

     SECTION 9.03 EFFECT OF SUPPLEMENTAL INDENTURES.

     Upon the execution of any supplemental indenture pursuant to the provisions
of this Article or of Section 10.01, this Indenture shall, with respect to such
series, be and be deemed to be modified and amended in accordance therewith and
the respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

     SECTION 9.04 SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES.

     Securities of any series affected by a supplemental indenture,
authenticated and delivered after the execution of such supplemental indenture
pursuant to the provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Company, provided such form meets


                                      -37-



the requirements of any securities exchange upon which such series may be
listed, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of that series so modified as to
conform, in the opinion of the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then Outstanding.

     SECTION 9.05 EXECUTION OF SUPPLEMENTAL INDENTURES.

     Upon the request of the Company, accompanied by its Board Resolutions
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion but shall not be
obligated to enter into such supplemental indenture. The Trustee, subject to the
provisions of Section 7.01, may receive an Officers' Certificate or an Opinion
of Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and conforms to, the
terms of this Article and that it is proper for the Trustee under the provisions
of this Article to join in the execution thereof; provided, however, that such
Officers' Certificate or Opinion of Counsel need not be provided in connection
with the execution of a supplemental indenture that establishes the terms of a
series of Securities pursuant to Section 2.01 hereof.

     Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

                                   ARTICLE 10

                                SUCCESSOR ENTITY

     SECTION 10.01 COMPANY MAY CONSOLIDATE, ETC.

     Except as provided pursuant to Section 2.01 pursuant to a Board Resolution,
and set forth in an Officers' Certificate, or established in one or more
indentures supplemental to this Indenture, nothing contained in this Indenture
shall prevent any consolidation or merger of the Company with or into any other
Person (whether or not affiliated with the Company) or successive consolidations
or mergers in which the Company or its successor or successors shall be a party
or parties, or shall prevent any sale, conveyance, transfer or other disposition
of the property of the Company or its successor or successors as an entirety, or
substantially as an entirety, to any other corporation (whether or not
affiliated with the Company or its successor or successors) authorized to
acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, upon any such consolidation or merger (in each case, if the
Company


                                      -38-



is not the survivor of such transaction), sale, conveyance, transfer or other
disposition, the due and punctual payment of the principal of (premium, if any)
and interest on all of the Securities of all series in accordance with the terms
of each series, according to their tenor, and the due and punctual performance
and observance of all the covenants and conditions of this Indenture with
respect to each series or established with respect to such series pursuant to
Section 2.01 to be kept or performed by the Company shall be expressly assumed,
by supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act, as then in effect) reasonably satisfactory in form to the Trustee
executed and delivered to the Trustee by the entity formed by such
consolidation, or into which the Company shall have been merged, or by the
entity which shall have acquired such property.

     SECTION 10.02 SUCCESSOR ENTITY SUBSTITUTED.

          (a) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition and upon the assumption by the successor entity by
supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the obligations set forth under Section 10.01 on all
of the Securities of all series Outstanding, such successor entity shall succeed
to and be substituted for the Company with the same effect as if it had been
named as the Company herein, and thereupon the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the
Securities.

          (b) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition, such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be
appropriate.

          (c) Nothing contained in this Article shall require any action by the
Company in the case of a consolidation or merger of any Person into the Company
where the Company is the survivor of such transaction, or the acquisition by the
Company, by purchase or otherwise, of all or any part of the property of any
other Person (whether or not affiliated with the Company).

     SECTION 10.03 EVIDENCE OF CONSOLIDATION, ETC. TO TRUSTEE.

     The Trustee, subject to the provisions of Section 7.01, may receive an
Officers' Certificate or an Opinion of Counsel as conclusive evidence that any
such consolidation, merger, sale, conveyance, transfer or other disposition, and
any such assumption, comply with the provisions of this Article.

                                   ARTICLE 11

                           SATISFACTION AND DISCHARGE

     SECTION 11.01 SATISFACTION AND DISCHARGE OF INDENTURE.

     If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated and not
delivered to the Trustee for cancellation (other than any Securities that shall
have been destroyed, lost or stolen and that shall have been replaced or paid as
provided in Section 2.07 and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held in


                                      -39-



trust by the Company and thereupon repaid to the Company or discharged from such
trust, as provided in Section 11.05); or (b) all such Securities of a particular
series not theretofore delivered to the Trustee for cancellation shall have
become due and payable, or are by their terms to become due and payable within
one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the
Company or any Guarantor shall deposit or cause to be deposited with the Trustee
as trust funds the entire amount in moneys or Governmental Obligations or a
combination thereof, sufficient in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption all Securities
of that series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to become due to
such date of maturity or date fixed for redemption, as the case may be, and if
the Company shall also pay or cause to be paid all other sums payable hereunder
with respect to such series by the Company then this Indenture shall thereupon
cease to be of further effect with respect to such series except for the
provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall
survive until the date of maturity or redemption date, as the case may be, and
Sections 7.06 and 11.05, that shall survive to such date and thereafter, and the
Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging
this Indenture with respect to such series.

     SECTION 11.02 DISCHARGE OF OBLIGATIONS.

     If at any time all such Securities of a particular series not heretofore
delivered to the Trustee for cancellation or that have not become due and
payable as described in Section 11.01 shall have been paid by the Company or any
Guarantor by depositing irrevocably with the Trustee as trust funds moneys or an
amount of Governmental Obligations sufficient to pay at maturity or upon
redemption all such Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if any) and interest
due or to become due to such date of maturity or date fixed for redemption, as
the case may be, and if the Company or any Guarantor shall also pay or cause to
be paid all other sums payable hereunder by the Company or any Guarantor with
respect to such series, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee the obligations
of the Company and any Guarantor under this Indenture with respect to such
series shall cease to be of further effect except for the provisions of Sections
2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 7.06, 7.10 and 11.05 hereof that shall
survive until such Securities shall mature and be paid.

     Thereafter, Sections 7.06 and 11.05 shall survive.

     SECTION 11.03 DEPOSITED MONEYS TO BE HELD IN TRUST.

     All moneys or Governmental Obligations deposited with the Trustee pursuant
to Sections 11.01 or 11.02 shall be held in trust and shall be available for
payment as due, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the particular series
of Securities for the payment or redemption of which such moneys or Governmental
Obligations have been deposited with the Trustee.


                                      -40-



     SECTION 11.04 PAYMENT OF MONEYS HELD BY PAYING AGENTS.

     In connection with the satisfaction and discharge of this Indenture all
moneys or Governmental Obligations then held by any paying agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such paying agent shall be released from all further
liability with respect to such moneys or Governmental Obligations.

     SECTION 11.05 REPAYMENT TO COMPANY.

     Any moneys or Governmental Obligations deposited with any paying agent or
the Trustee, or then held by the Company, in trust for payment of principal of
or premium, if any, or interest on the Securities of a particular series that
are not applied but remain unclaimed by the holders of such Securities for at
least two years after the date upon which the principal of (and premium, if any)
or interest on such Securities shall have respectively become due and payable,
or such other shorter period set forth in applicable escheat or abandoned or
unclaimed property law, shall be repaid to the Company on May 31 of each year or
upon the Company's request or (if then held by the Company) shall be discharged
from such trust; and thereupon the paying agent and the Trustee shall be
released from all further liability with respect to such moneys or Governmental
Obligations, and the holder of any of the Securities entitled to receive such
payment shall thereafter, as a general creditor, look only to the Company for
the payment thereof.

                                   ARTICLE 12

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

     SECTION 12.01 NO RECOURSE.

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Security, or any guarantee thereof or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or any Guarantor or of any predecessor or successor corporation of the
Company or any Guarantor, either directly or through the Company or any
Guarantor or any such predecessor or successor corporation of the Company or any
Guarantor, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, stockholders, officers or
directors as such, of the Company, or any Guarantor or of any predecessor or
successor corporation of the Company or any Guarantor, or any of them, because
of the creation of the indebtedness hereby authorized, or under or by reason of
the obligations, covenants or agreements contained in this Indenture or in any
of the Securities, or any guarantees thereof, or implied therefrom; and that any
and all such personal liability of every name and nature, either at common law
or in equity or by constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director as
such, because of the creation of the indebtedness


                                      -41-



hereby authorized, or under or by reason of the obligations, covenants or
agreements contained in this Indenture or in any of the Securities, or any
guarantees thereof, or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture, the issuance of such Securities, and any guarantees thereof.

                                   ARTICLE 13

                            MISCELLANEOUS PROVISIONS

     SECTION 13.01 EFFECT ON SUCCESSORS AND ASSIGNS.

     All the covenants, stipulations, promises and agreements in this Indenture
made by or on behalf of the Company shall bind its successors and assigns,
whether so expressed or not.

     SECTION 13.02 ACTIONS BY SUCCESSOR.

     Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that shall at the
time be the lawful successor of the Company.

     SECTION 13.03 SURRENDER OF COMPANY POWERS.

     The Company by instrument in writing executed by authority of its Board of
Directors and delivered to the Trustee may surrender any of the powers reserved
to the Company, and thereupon such power so surrendered shall terminate both as
to the Company and as to any successor corporation.

     SECTION 13.04 NOTICES.

     Except as otherwise expressly provided herein, any notice, request or
demand that by any provision of this Indenture is required or permitted to be
given, made or served by the Trustee or by the holders of Securities or by any
other Person pursuant to this Indenture to or on the Company and/or any
Guarantor may be given or served by being deposited in first class mail, postage
prepaid, addressed (until another address is filed in writing by the Company
with the Trustee), as follows: US Airways, Inc., 111 West Rio Salado Parkway,
Tempe, Arizona 85281 or by facsimile or other electronic means as the Trustee
agrees to accept. Any notice, election, request or demand by the Company or any
Securityholder or by any other Person pursuant to this Indenture to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

     SECTION 13.05 GOVERNING LAW.

     This Indenture and each Security (including any guarantee thereof) shall be
deemed to be a contract made under the internal laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of said
State, except to the extent that the Trust Indenture Act is applicable.


                                      -42-



     SECTION 13.06 TREATMENT OF SECURITIES AS DEBT.

     It is intended that the Securities will be treated as indebtedness and not
as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

     SECTION 13.07 CERTIFICATES AND OPINIONS AS TO CONDITIONS PRECEDENT.

          (a) Upon any application or demand by the Company to the Trustee to
take any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent provided for in this Indenture (other than the certificate to be
delivered pursuant to Section 13.12) relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with, except that in
the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating
to such particular application or demand, no additional certificate or opinion
need be furnished.

          (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture shall include (i) a statement that the Person making such
certificate or opinion has read such covenant or condition; (ii) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (iii) a statement that, in the opinion of such Person, he has made such
examination or investigation as is reasonably necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been
complied with; and (iv) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.

     SECTION 13.08 PAYMENTS ON BUSINESS DAYS.

     Except as provided pursuant to Section 2.01 pursuant to a Board Resolution,
and set forth in an Officers' Certificate, or established in one or more
indentures supplemental to this Indenture, in any case where the date of
maturity of interest or principal of any Security or the date of redemption of
any Security shall not be a Business Day, then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.

     SECTION 13.09 CONFLICT WITH TRUST INDENTURE ACT.

     If and to the extent that any provision of this Indenture limits, qualifies
or conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act, such imposed duties shall control.


                                      -43-



     SECTION 13.10 COUNTERPARTS.

     This Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.

     SECTION 13.11 SEPARABILITY.

     In case any one or more of the provisions contained in this Indenture or in
the Securities of any series shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Indenture or of such Securities,
but this Indenture and such Securities shall be construed as if such invalid or
illegal or unenforceable provision had never been contained herein or therein.

     SECTION 13.12 COMPLIANCE CERTIFICATES.

     The Company or any Guarantors shall deliver to the Trustee, within 120 days
after the end of each fiscal year during which any Securities of any series were
outstanding, an officer's certificate stating whether or not the signers know of
any Default or Event of Default that occurred during such fiscal year. Such
certificate shall contain a certification from the principal executive officer,
principal financial officer or principal accounting officer of the Company that
a review has been conducted of the activities of the Company and the Company's
performance under this Indenture and that the Company has complied with all
conditions and covenants under this Indenture. For purposes of this Section
13.12, such compliance shall be determined without regard to any period of grace
or requirement of notice provided under this Indenture. If the officer of the
Company signing such certificate has knowledge of such a Default or Event of
Default, the certificate shall describe any such Default or Event of Default and
its status.

                                   ARTICLE 14

                           SUBORDINATION OF SECURITIES

     SECTION 14.01 SUBORDINATION TERMS.

     The payment by the Company of the principal of, premium, if any, and
interest on any series of securities issued hereunder may be subordinated in the
manner contemplated by Section 2.01.

                                   ARTICLE 15

                                   GUARANTEES

     SECTION 15.01 GUARANTEE.

     Any series of Securities may be guaranteed by one or more of the
Guarantors. The terms and the form of any such Guarantee will be established in
the manner contemplated by Section 2.01 for that particular series of
securities.


                                      -44-



     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

                                        US AIRWAYS, INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        THE BANK OF NEW YORK TRUST
                                        COMPANY, N.A., AS TRUSTEE


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        GUARANTORS


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      -45-



                            CROSS-REFERENCE TABLE (1)



SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED   SECTION OF INDENTURE
- --------------------------------------------------   --------------------
                                                  
310(a)                                                       7.09
310(b)                                                       7.08
7.10
310(c)                                                   Inapplicable
311(a)                                                       7.13
311(b)                                                       7.13
311(c)                                                   Inapplicable
312(a)                                                       5.01
5.02(a)
312(b)                                                      5.02(c)
312(c)                                                      5.02(c)
313(a)                                                      5.04(a)
313(b)                                                      5.04(b)
313(c)                                                      5.04(a)
5.04(b)
313(d)                                                      5.04(c)
314(a)                                                       5.03
13.12
314(b)                                                   Inapplicable
314(c)                                                     13.07(a)
314(d)                                                   Inapplicable
314(e)                                                     13.07(b)
314(f)                                                   Inapplicable
315(a)                                                      7.01(a)
7.01(b)
315(b)                                                       7.14
315(c)                                                       7.01
315(d)                                                      7.01(b)
315(e)                                                       6.07
316(a)                                                       6.06
8.04
316(b)                                                       6.04
316(c)                                                       8.01
317(a)                                                       6.02
317(b)                                                       4.03
318(a)                                                       13.09


- ----------
(1)  This Cross-Reference Table does not constitute part of the Indenture and
     shall not have any bearing on the interpretation of any of its terms or
     provisions.

EX-4.18

                                                                    EXHIBIT 4.18

- --------------------------------------------------------------------------------

                          PASS THROUGH TRUST AGREEMENT

                            DATED ____________, 20__

                                     BETWEEN

                           AMERICA WEST AIRLINES, INC.

                                       AND

                      U.S. BANK TRUST NATIONAL ASSOCIATION

                                   AS TRUSTEE

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS

                                                                                                             
ARTICLE I          DEFINITIONS..............................................................................     2

     Section 1.01.      Definitions.........................................................................     2
     Section 1.02.      Compliance Certificates and Opinions................................................    11
     Section 1.03.      Form of Documents Delivered to Trustee..............................................    11
     Section 1.04.      Directions of Certificateholders....................................................    12

ARTICLE II         ORIGINAL ISSUANCE OF CERTIFICATES: ACQUISITION OF TRUST PROPERTY.........................    13

     Section 2.01.      Amount Unlimited; Issuable in Series................................................    13
     Section 2.02.      Acquisition of Equipment Notes......................................................    16
     Section 2.03.      Acceptance by Trustee...............................................................    18
     Section 2.04.      Limitation of Powers................................................................    18

ARTICLE III        THE CERTIFICATES.........................................................................    18

     Section 3.01.      Form, Denomination and Execution of Certificates....................................    18
     Section 3.02.      Authentication of Certificates......................................................    19
     Section 3.03.      Temporary Certificates..............................................................    19
     Section 3.04.      Transfer and Exchange...............................................................    20
     Section 3.05.      Book-Entry and Definitive Certificates..............................................    21
     Section 3.06.      Mutilated, Destroyed, Lost or Stolen Certificates...................................    23
     Section 3.07.      Persons Deemed Owners...............................................................    23
     Section 3.08.      Cancellation........................................................................    23
     Section 3.09.      Limitation of Liability for Payments................................................    24
     Section 3.10.      CUSIP Numbers.......................................................................    24

ARTICLE IV         DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS..........................................    24

     Section 4.01.      Certificate Account and Special Payments Account....................................    24
     Section 4.02.      Distributions from Certificate Account and Special Payments Account.................    25
     Section 4.03.      Statements to Certificateholders....................................................    26
     Section 4.04.      Investment of Special Payment Moneys................................................    27

ARTICLE V          THE COMPANY..............................................................................    28

     Section 5.01.      Maintenance of Corporate Existence..................................................    28
     Section 5.02.      Consolidation, Merger, Etc..........................................................    28

ARTICLE VI         DEFAULT..................................................................................    29

     Section 6.01.      Indenture Events of Default and Triggering Events...................................    29
     Section 6.02.      Incidents of Sale of Equipment Notes................................................    30
     Section 6.03.      Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit..................    31
     Section 6.04.      Control by Certificateholders.......................................................    31
     Section 6.05.      Waiver of Past Defaults.............................................................    31
     Section 6.06.      Right of Certificateholders to Receive Payments Not to Be Impaired..................    32
     Section 6.07.      Certificateholders May Not Bring Suit Except Under Certain Conditions...............    32



                                       i

                                TABLE OF CONTENTS

                                                                                                             
     Section 6.08.      Remedies Cumulative.................................................................    33
     Section 6.09.      Undertaking for Costs...............................................................    33

ARTICLE VII        THE TRUSTEE..............................................................................    33

     Section 7.01.      Certain Duties and Responsibilities.................................................    33
     Section 7.02.      Notice of Defaults..................................................................    34
     Section 7.03.      Certain Rights of Trustee...........................................................    34
     Section 7.04.      Not Responsible for Recitals or Issuance of Certificates............................    36
     Section 7.05.      May Hold Certificates...............................................................    36
     Section 7.06.      Money Held in Trust.................................................................    36
     Section 7.07.      Compensation and Reimbursement......................................................    36
     Section 7.08.      Corporate Trustee Required; Eligibility.............................................    37
     Section 7.09.      Resignation and Removal; Appointment of Successor...................................    37
     Section 7.10.      Acceptance of Appointment by Successor..............................................    39
     Section 7.11.      Merger, Conversion, Consolidation or Succession to Business.........................    39
     Section 7.12.      Maintenance of Agencies.............................................................    40
     Section 7.13.      Money for Certificate Payments to Be Held in Trust..................................    41
     Section 7.14.      Registration of Equipment Notes in Trustee's Name...................................    41
     Section 7.15.      Representations and Warranties of Trustee...........................................    42
     Section 7.16.      Withholding Taxes; Information Reporting............................................    43
     Section 7.17.      Trustee's Liens.....................................................................    43
     Section 7.18.      Preferential Collection of Claims...................................................    43

ARTICLE VIII       CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE.........................................    44

     Section 8.01.      The Company to Furnish Trustee with Names and Addresses of Certificateholders.......    44
     Section 8.02.      Preservation of Information; Communications to Certificateholders...................    44
     Section 8.03.      Reports by Trustee..................................................................    44
     Section 8.04.      Reports by the Company..............................................................    44

ARTICLE IX         SUPPLEMENTAL AGREEMENTS..................................................................    45

     Section 9.01.      Supplemental Agreements Without Consent of Certificateholders.......................    45
     Section 9.02.      Supplemental Agreements with Consent of Certificateholders..........................    47
     Section 9.03.      Documents Affecting Immunity or Indemnity...........................................    48
     Section 9.04.      Execution of Supplemental Agreements................................................    48
     Section 9.05.      Effect of Supplemental Agreements...................................................    48
     Section 9.06.      Conformity with Trust Indenture Act.................................................    49
     Section 9.07.      Reference in Certificates to Supplemental Agreements................................    49

ARTICLE X          AMENDMENTS TO INDENTURES AND OTHER NOTE DOCUMENTS........................................    49

     Section 10.01.     Amendments and Supplements to Indentures and Other Note Documents...................    49

ARTICLE XI         TERMINATION OF TRUSTS....................................................................    50



                                       ii

                                TABLE OF CONTENTS

                                                                                                            
     Section 11.01.     Termination of the Trusts...........................................................    50

ARTICLE XII        MISCELLANEOUS PROVISIONS.................................................................    51

     Section 12.01.     Limitation on Rights of Certificateholders..........................................    51
     Section 12.02.     Certificates Nonassessable and Fully Paid...........................................    51
     Section 12.03.     Registration of Equipment Notes in Name of Subordination Agent......................    51
     Section 12.04.     Notices.............................................................................    52
     Section 12.05.     Governing Law and Venue; Waiver of Jury Trial.......................................    53
     Section 12.06.     Severability of Provisions..........................................................    54
     Section 12.07.     Trust Indenture Act Controls........................................................    54
     Section 12.08.     Effect of Headings and Table of Contents............................................    54
     Section 12.09.     Successors and Assigns..............................................................    54
     Section 12.10.     Benefits of Agreement...............................................................    54
     Section 12.11.     Legal Holidays......................................................................    55
     Section 12.12.     Counterparts........................................................................    55
     Section 12.13.     Communication by Certificateholders with Other Certificateholders...................    55
     Section 12.14.     Intention of Parties................................................................    55
     Section 12.15.     No Recourse Against Others..........................................................    55
EXHIBIT A
     FORM OF CERTIFICATE....................................................................................   A-1



                                      iii


Reconciliation and tie between America West Airlines Pass Through Trust
Agreement, dated _________, 20__ and the Trust Indenture Act of 1939. This
reconciliation does not constitute part of the Pass Through Trust Agreement.



  Trust Indenture Act                Pass Through Trust
    of 1939 Section                  Agreement Section
- -----------------------        ----------------------------
                            
  310(a)(1)                          7.08
  310(a)(2)                          7.08
  312(a)                             3.05; 7.12; 8.01; 8.02
  313(a)                             8.03
  313(b)                             8.03
  314(a)(1)-(3)                      8.04(a)-(c)
  314(a)(4)                          8.04(d)
  314 (c)(1)                         1.02
  314 (c)(2)                         1.02
  314 (d)(1)                         1.02; 7.13; 11.01
  314 (d)(2)                         1.02; 7.13; 11.01
  314 (d)(3)                         2.01
  314 (e)                            1.02
  315(b)                             7.02
  315(c)                             7.01(b)
  316(a)(last sentence)              1.04(c)
  316 (a)(1)(A)                      6.04
  316 (a)(1)(B)                      6.05
  316 (b)                            6.06
  316 (c)                            1.04(d)
  317(a)(1)                          6.03
  317(b)                             7.13
  318(a)                            12.07




                          PASS THROUGH TRUST AGREEMENT

      This PASS THROUGH TRUST AGREEMENT, dated as of _______, 20__ (the "BASIC
AGREEMENT"), between AMERICA WEST AIRLINES, INC., a Delaware corporation (the
"COMPANY"), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association, as Trustee, is made with respect to the formation from time to time
of separate America West Airlines Pass Through Trusts, and the issuance from
time to time of separate series of Pass Through Certificates representing
fractional undivided interests in the respective Trusts.

                              W I T N E S S E T H:

      WHEREAS, from time to time, the Company, and the Trustee may enter into a
Trust Supplement (this and certain other defined terms used herein are defined
in Section 1.01) pursuant to which the Trustee shall declare the creation of a
separate Trust for the benefit of the Holders of the series of Certificates to
be issued in respect of such Trust, and the initial Holders of the Certificates
of such series, as the grantors of such Trust, by their respective acceptances
of the Certificates of such series, shall join in the creation of such Trust
with the Trustee;

      WHEREAS, all Certificates to be issued in respect of each separate Trust
will be issued as a separate series pursuant to this Agreement, will evidence
fractional undivided interests in such Trust and will have no rights, benefits
or interests in respect of any other separate Trust or the property held
therein, subject, however, to the provisions of any Intercreditor Agreement to
which one or more Trusts may be a party and to any provisions to the contrary in
any applicable Trust Supplement;

      WHEREAS, from time to time, pursuant to the terms and conditions of this
Agreement with respect to each separate Trust formed under this Agreement, the
Trustee on behalf of such Trust shall purchase one or more issues of Equipment
Notes, or notes issued by a separate trust or other entity secured by Equipment
Notes, having the same interest rate as, and final maturity dates not later than
the final Regular Distribution Date of, the series of Certificates issued in
respect of such Trust and, subject to the terms of any related Intercreditor
Agreement and to any terms to the contrary in any applicable Trust Supplement,
shall hold such Equipment Notes in trust for the benefit of the
Certificateholders of such Trust;

      WHEREAS, to facilitate the sale of Equipment Notes to, and the purchase of
Equipment Notes by, the Trustee on behalf of each Trust created from time to
time pursuant to this Agreement, the Company as the "issuer," as such term is
defined in and solely for purposes of the Securities Act of 1933, as amended, of
the Certificates to be issued in respect of each Trust and as the "obligor", as
such term is defined in and solely for purposes of the Trust Indenture Act has
duly authorized the execution and delivery of this Basic Agreement and is
undertaking to perform certain administrative and ministerial duties under this
Agreement and is also undertaking to pay the fees and expenses of the Trustee;
and

      WHEREAS, this Basic Agreement, as supplemented from time to time, is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions;



      NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.01. Definitions. For all purposes of this Basic Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

            (1) the terms used herein that are defined in this Article I have
      the meanings assigned to them in this Article I, and include the plural as
      well as the singular;

            (2) all other terms used herein that are defined in the Trust
      Indenture Act, either directly or by reference therein, or by the rules
      promulgated under the Trust Indenture Act, have the meanings assigned to
      them therein;

            (3) all references in this Basic Agreement to designated "Articles,"
      "Sections," "Subsections" and other subdivisions are to the designated
      Articles, Sections, Subsections and other subdivisions of this Basic
      Agreement;

            (4) the words "herein," "hereof" and "hereunder" and other words of
      similar import refer to this Basic Agreement as a whole and not to any
      particular Article, Section, Subsection or other subdivision;

            (5) unless the context otherwise requires, whenever the words
      "including," "include" or "includes" are used herein, it shall be deemed
      to be followed by the phrase "without limitation"; and

            (6) the term "this Agreement" (as distinguished from "this Basic
      Agreement") refers, unless the context otherwise requires, to this Basic
      Agreement as supplemented by the Trust Supplement creating a particular
      Trust and establishing the series of Certificates issued or to be issued
      in respect thereof, with reference to such Trust and such series of
      Certificates, as this Basic Agreement as so supplemented may be further
      supplemented with respect to such Trust and such series of Certificates.

      ACT: Has the meaning, with respect to any Certificateholder, specified in
Section 1.04(a).

      AFFILIATE: Means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, "CONTROL,"
when used with respect to any specified Person, means the power, directly or
indirectly, to direct the management and policies of such Person, whether
through the ownership of voting securities or by contract or otherwise, and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

      AIRCRAFT: Means one or more aircraft, including engines therefor, owned by
or leased to the Company and securing one or more Equipment Notes.

                                       2


      AUTHORIZED AGENT: Means, with respect to the Certificates of any series,
any Paying Agent or Registrar for the Certificates of such series.

      BASIC AGREEMENT: Means this Pass Through Trust Agreement, as the same may
from time to time be supplemented, amended or modified, but does not include any
Trust Supplement.

      BOOK-ENTRY CERTIFICATES: Means, with respect to the Certificates of any
series, a beneficial interest in the Certificates of such series, ownership and
transfers of which shall be made through book entries as described in Section
3.05.

      BUSINESS DAY: Means, with respect to the Certificates of any series, any
day other than a Saturday, a Sunday or a day on which commercial banks are
required or authorized to close in New York, New York, or, so long as any
Certificate of such series is outstanding, the city and state in which the
Trustee or any related Loan Trustee maintains its Corporate Trust Office or
receives and disburses funds.

      CERTIFICATE: Means any one of the certificates executed and authenticated
by the Trustee, substantially in the form of Exhibit A hereto.

      CERTIFICATE ACCOUNT: Means, with respect to the Certificates of any
series, the account or accounts created and maintained for such series pursuant
to Section 4.01(a) and the related Trust Supplement.

      CERTIFICATEHOLDER OR HOLDER: Means, with respect to the Certificates of
any series, the Person in whose name a Certificate of such series is registered
in the Register for Certificates of such series.

      CERTIFICATE OWNER: Means, with respect to the Certificates of any series,
for purposes of Section 3.05, the Person who owns a Book-Entry Certificate of
such series.

      CLEARING AGENCY: Means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.

      CLEARING AGENCY PARTICIPANT: Means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency
effects, directly or indirectly, book-entry transfers and pledges of securities
deposited with the Clearing Agency.

      COMPANY: Means America West Airlines, Inc., a Delaware corporation, or its
successor in interest pursuant to Section 5.02, or (only in the context of
provisions hereof, if any, when such reference is required for purposes of
compliance with the Trust Indenture Act) any other "obligor" (within the meaning
of the Trust Indenture Act) with respect to the Certificates of any series.

      CONTROLLING PARTY: Means, with respect to the Certificates of any series,
the Person entitled to act as such pursuant to the terms of the related
Intercreditor Agreement.

                                       3


      CORPORATE TRUST OFFICE: Means, with respect to the Trustee or any Loan
Trustee, the office of such trustee in the city at which at any particular time
its corporate trust business shall be principally administered.

      CUT-OFF DATE: Means, with respect to the Certificates of any series, the
date designated as such in the Trust Supplement establishing such series.

      DEFINITIVE CERTIFICATES: Has the meaning, with respect to the Certificates
of any series, specified in Section 3.05.

      DIRECTION: Has the meaning specified in Section 1.04(a).

      DISTRIBUTION DATE: Means any Regular Distribution Date, Special
Distribution Date or Initial Regular Distribution Date.

      EQUIPMENT NOTES: Means, with respect to any Trust, any one of the notes,
certificates or instruments issued pursuant to any Indenture and described as
"Equipment Notes" in, or on a schedule attached to, the Trust Supplement in
respect of such Trust and to be held by the Trustee as part of such Trust,
including any Equipment Note (as so defined) issued under the applicable
Indenture in replacement thereof or substitution therefor.

      ERISA: Means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor federal statute.

      ESCROW ACCOUNT: Has the meaning, with respect to any Trust, specified in
Section 2.02(b).

      ESCROWED FUNDS: Has the meaning, with respect to any Trust, specified in
Section 2.02(b).

      EVENT OF DEFAULT: Means, in respect of any Trust, an Indenture Event of
Default under any Indenture pursuant to which Equipment Notes held by such Trust
were issued and such other event as may be designated under the related Trust
Supplement as an "Event of Default."

      FRACTIONAL UNDIVIDED INTEREST: Means the fractional undivided interest in
a Trust that is evidenced by a Certificate relating to such Trust.

      INDENTURE: Means, with respect to any Trust, each of the one or more
separate trust indenture and security agreements or trust indenture and
mortgages or similar documents described in, or on a schedule attached to, the
Trust Supplement and an indenture having substantially the same terms and
conditions which relates to a Substitute Aircraft, as each such indenture may be
amended or supplemented in accordance with its respective terms; and
"Indentures" means all of such agreements.

      INDENTURE EVENT OF DEFAULT: Means, with respect to any Indenture, any
Indenture Event of Default (as such term is defined in such Indenture).

                                       4


      INITIAL REGULAR DISTRIBUTION DATE: Means, with respect to the Certificates
of any series, the first Regular Distribution Date on which a Scheduled Payment
is to be made.

      INTERCREDITOR AGREEMENT: Means (a) any agreement by and among the Trustee,
as trustee hereunder with respect to one or more Trusts, one or more Liquidity
Providers, if applicable, and a Subordination Agent providing, among other
things, for the distribution of payments made in respect of Equipment Notes held
by such Trusts, or (b) such other agreement or agreements designated as an
"Intercreditor Agreement" in the Trust Supplement relating to any Trust.

      ISSUANCE DATE: Means, with respect to the Certificates of any series, the
date of the issuance of such Certificates.

      LEASE: Means any lease between an Owner Trustee, as the lessor (or such
other Person acting as the lessor), and the Company, as the lessee, referred to
in the related Indenture, as such lease may be amended, supplemented or
otherwise modified in accordance with its terms; and "Leases" means all such
Leases.

      LETTER OF REPRESENTATIONS: Means, with respect to the Certificates of any
series, an agreement among the Company, the Trustee and the initial Clearing
Agency substantially in the form attached as an Exhibit to the related Trust
Supplement, as such letter may be modified or supplemented, or any successor
letter thereto.

      LIQUIDITY FACILITY: Means, with respect to the Certificates of any series
or any Equipment Notes, (a) any revolving credit agreement, letter of credit,
bank guarantee, insurance policy, surety bond or financial guaranty or any other
type of agreement or arrangement for the provision of insurance, a guarantee or
other credit enhancement or liquidity support relating to the Certificates of
such series between a Liquidity Provider and a Subordination Agent or one or
more other Persons, as amended, replaced, supplemented or otherwise modified
from time to time in accordance with its terms and, if applicable, the terms of
any Intercreditor Agreement, or (b) such other agreement or agreements
designated as a "Liquidity Facility" in the Trust Supplement relating to any
Trust.

      LIQUIDITY PROVIDER: Means, with respect to the Certificates of any series,
a bank, insurance company, financial institution or other Person that agrees to
provide a Liquidity Facility for the benefit of the holders of Certificates of
such series.

      LOAN TRUSTEE: Means, with respect to any Equipment Note or the Indenture
applicable thereto, the bank, trust company or other financial institution
designated as loan or indenture trustee under such Indenture, and any successor
to such Loan Trustee as such trustee; and "Loan Trustees" means all of the Loan
Trustees under the Indentures.

      NOTE DOCUMENTS: Means, with respect to the Certificates of any series, the
Equipment Notes with respect to such Certificates and, with respect to such
Equipment Notes, the related Participation Agreement, Indenture, Note Purchase
Agreement, Purchase Agreement Assignment and, if the related Aircraft is leased
to the Company, the Lease and the Trust Agreement relating to such Aircraft,
and, if the Parent has guaranteed the obligations of the Company under any such
Equipment Notes or Leases, the Parent Guarantee.

                                       5


      NOTE PURCHASE AGREEMENT: Means, with respect to the Certificates of any
series, any note purchase, refunding, participation or similar agreement
providing for, among other things, the purchase of Equipment Notes by the
Trustee on behalf of the relevant Trust; and "Note Purchase Agreements" means
all such agreements.

      OFFICER'S CERTIFICATE: Means a certificate signed, (a) in the case of the
Company by (i) the Chairman or Vice Chairman of the Board of Directors, the
President, any Executive Vice President, any Senior Vice President or the
Treasurer of the Company signing alone, or (ii) any Vice President of the
Company signing together with the Secretary, the Assistant Secretary, the
Treasurer or any Assistant Treasurer of the Company or (b) in the case of the
Trustee or an Owner Trustee or a Loan Trustee, a Responsible Officer of the
Trustee or such Owner Trustee or such Loan Trustee, as the case may be.

      OPINION OF COUNSEL: Means a written opinion of legal counsel who (a) in
the case of counsel for the Company may be (i) a senior attorney of the Company
one of whose principal duties is furnishing advice as to legal matters, (ii)
McKenna Long & Aldridge LLP (and any affiliate thereof) or (iii) such other
counsel designated by the Company and reasonably acceptable to the Trustee and
(b) in the case of any Owner Trustee or any Loan Trustee, may be such counsel as
may be designated by any of them whether or not such counsel is an employee of
any of them, and who shall be reasonably acceptable to the Trustee.

      OTHER AGREEMENTS: Has the meaning specified in Section 6.01(b).

      OUTSTANDING: When used with respect to Certificates of any series, means,
as of the date of determination, all Certificates of such series theretofore
authenticated and delivered under this Agreement, except:

                  (i) Certificates of such series theretofore cancelled by the
            Registrar or delivered to the Trustee or the Registrar for
            cancellation;

                  (ii) All of the Certificates of such series if money in the
            full amount required to make the final distribution with respect to
            such series pursuant to Section 11.01 hereof has been theretofore
            deposited with the Trustee in trust for the Holders of the
            Certificates of such series as provided in Section 4.01, pending
            distribution of such money to such Certificateholders pursuant to
            payment of such final distribution payment; and

                  (iii) Certificates of such series in exchange for or in lieu
            of which other Certificates of such series have been authenticated
            and delivered pursuant to this Agreement.

      OWNER PARTICIPANT: Means, with respect to any Equipment Note, the "Owner
Participant", if any, as referred to in the Indenture pursuant to which such
Equipment Note is issued and any permitted successor or assign of such Owner
Participant; and "Owner Participants" at any time of determination means all of
the Owner Participants thus referred to in the Indentures.

                                       6


      OWNER TRUSTEE: Means, with respect to any Equipment Note, the "Owner
Trustee", if any, as referred to in the Indenture pursuant to which such
Equipment Note is issued, not in its individual capacity but solely as trustee;
and "Owner Trustees" means all of the Owner Trustees party to any of the related
Indentures.

      PARENT: Means US Airways Group, Inc., a Delaware corporation, and its
successors and assigns.

      PARENT GUARANTEE: Means, with respect to the Certificates of any series, a
guarantee by the Parent of the obligations of the Company under any Equipment
Notes or any Leases related to Equipment Notes to be acquired and held in the
Trust as to which the Certificates of such series represent fractional undivided
interests.

      PAYING AGENT: Means, with respect to the Certificates of any series, the
paying agent maintained and appointed for the Certificates of such series
pursuant to Section 7.12.

      PERMITTED INVESTMENTS: Means obligations of the United States of America
or agencies or instrumentalities thereof for the payment of which the full faith
and credit of the United States of America is pledged, maturing in not more than
60 days after the date of acquisition thereof or such lesser time as is required
for the distribution of any Special Payments on a Special Distribution Date.

      PERSON: Means any person, including any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock company,
trust, trustee, unincorporated organization, or government or any agency or
political subdivision thereof.

      POOL BALANCE: Means, with respect to the Certificates of any series as of
any date, except to the extent otherwise provided in the applicable Trust
Supplement, (i) the original aggregate face amount of the Certificates of such
series less (ii) the aggregate amount of all distributions made in respect of
such Certificates other than distributions made in respect of interest or
premium thereon or reimbursement of any costs or expenses incurred in connection
therewith. The Pool Balance as of any Distribution Date shall be computed after
giving effect to the payment of principal, if any, on the Equipment Notes or
other Trust Property held in the Trust and the distribution thereof to be made
on such Distribution Date.

      POOL FACTOR: Means, with respect to any series of Certificates as of any
date, except to the extent otherwise provided in the applicable Trust
Supplement, the quotient (rounded to the seventh decimal place, with 0.00000005
being rounded upward) computed by dividing (i) the Pool Balance of such series
as of such date by (ii) the original aggregate face amount of the Certificates
of such series. The Pool Factor as of any Distribution Date shall be computed
after giving effect to the payment of principal, if any, on the Equipment Notes
or other Trust Property held in the Trust relating to such series and the
distribution thereof to be made on such Distribution Date.

      POSTPONED NOTES: Means, with respect to any Trust or the related series of
Certificates, the Equipment Notes to be held in such Trust as to which a
Postponement Notice shall have been delivered pursuant to Section 2.02(b).

                                       7


      POSTPONEMENT NOTICE: Means, with respect to any Trust or the related
series of Certificates, an Officer's Certificate of the Company (1) requesting
that the Trustee temporarily postpone purchase of the related Equipment Notes to
a date later than the Issuance Date of such series of Certificates, (2)
identifying the amount of the purchase price of each such Equipment Note and the
aggregate purchase price for all such Equipment Notes, (3) setting forth the
reasons for such postponement and (4) with respect to each such Equipment Note,
either (a) setting or resetting a new Transfer Date (which shall be on or prior
to the applicable Cut-off Date) for payment by the Trustee of such purchase
price and issuance of the related Equipment Note (subject to subsequent change
from time to time in accordance with the relevant Note Purchase Agreement), or
(b) indicating that such new Transfer Date (which shall be on or prior to the
applicable Cut-off Date) will be set by subsequent written notice not less than
one Business Day prior to such new Transfer Date (subject to subsequent change
from time to time in accordance with the relevant Note Purchase Agreement).

      POTENTIAL PURCHASER: Has the meaning, with respect to any
Certificateholder, specified in Section 6.01(b).

      PTC EVENT OF DEFAULT: Means, with respect to the Certificates of any
series, any failure to pay within ten Business Days of the due date thereof: (i)
the outstanding Pool Balance of such series of Certificates on the date
specified in any Trust Supplement for such payment or (ii) interest due on the
Certificates of such series on any Distribution Date (unless the related
Subordination Agent shall have made an Interest Drawing or Drawings (as defined
in the related Intercreditor Agreement), or a withdrawal or withdrawals pursuant
to a cash collateral account under such Intercreditor Agreement, with respect
thereto in an aggregate amount sufficient to pay such interest and shall have
distributed such amount to the Trustee).

      PURCHASE AGREEMENT ASSIGNMENT: Has the meaning, with respect to the
Certificates of any series, specified therefor in the related Participation
Agreement.

      PURCHASING CERTIFICATEHOLDER: Has the meaning, with respect to any
Certificateholder, specified in Section 6.01(b).

      RECORD DATE: Means, with respect to any Trust or the related series of
Certificates, (i) for Scheduled Payments to be distributed on any Regular
Distribution Date, other than the final distribution with respect to such
series, the 15th day (whether or not a Business Day) preceding such Regular
Distribution Date, or such other date as shall be specified for such series in
the applicable Trust Supplement, and (ii) for Special Payments to be distributed
on any Special Distribution Date, other than the final distribution with respect
to such series, the 15th day (whether or not a Business Day) preceding such
Special Distribution Date, or such other date as shall be specified for such
series in the applicable Trust Supplement.

      REGISTER AND REGISTRAR: Means, each with respect to the Certificates of
any series, the register maintained and the registrar appointed pursuant to
Sections 3.04 and 7.12.

      REGULAR DISTRIBUTION DATE: Means, with respect to distributions of
Scheduled Payments in respect of any series of Certificates, each date
designated as such in this Agreement, until

                                       8


payment of all the Scheduled Payments to be made under the Equipment Notes held
in the Trust have been made, or until such Equipment Notes have been redeemed or
otherwise prepaid in full.

      REQUEST: Means a request by the Company setting forth the subject matter
of the request accompanied by an Officer's Certificate and an Opinion of Counsel
as provided in Section 1.02 of this Basic Agreement.

      RESPONSIBLE OFFICER: Means, with respect to any Trustee, any Loan Trustee
and any Owner Trustee, any officer in the Corporate Trust Department or similar
department of the Trustee, Loan Trustee or Owner Trustee or any other officer
customarily performing functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his knowledge of and familiarity with a particular
subject.

      RESPONSIBLE PARTY: Means, with respect to the Certificates of any series,
the Person designated as such in the related Trust Supplement.

      SCHEDULED PAYMENT: Means, with respect to any Equipment Note, except to
the extent otherwise provided in the applicable Trust Supplement, (i) any
payment of principal or interest on such Equipment Note (other than any such
payment which is not in fact received by the Trustee or any Subordination Agent
within five days after the date on which such payment is scheduled to be made)
or (ii) any payment of interest on the Certificates of any series with funds
drawn under the Liquidity Facility for such series (other than any such payment
which is not in fact received by the Trustee or any Subordination Agent within
five days after the date upon which payment is scheduled to be made), which
payment in the case of clauses (i) or (ii) represents an installment of
principal on such Equipment Note at the stated maturity of such installment, the
payment of regularly scheduled interest accrued on the unpaid principal amount
of such Equipment Note, or both; provided, however, that any payment of
principal, premium, if any, or interest resulting from the redemption or
purchase of any Equipment Note shall not constitute a Scheduled Payment.

      SEC: Means the Securities and Exchange Commission, as from time to time
constituted or created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date.

      SELLING CERTIFICATEHOLDER: Has the meaning, with respect to any
Certificateholder, specified in Section 6.01(b).

      SPECIAL DISTRIBUTION DATE: Means, with respect to the Certificates of any
series, each date on which a Special Payment is to be distributed as specified
in this Agreement.

      SPECIAL PAYMENT: Means, except to the extent otherwise provided in the
applicable Trust Supplement, (i) any payment (other than a Scheduled Payment) in
respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate (as
defined in each Indenture relating to such Trust), (ii) the amounts required to
be distributed pursuant to the last paragraph of Section 2.02(b), or (iii) the
amounts required to be distributed pursuant to the penultimate paragraph of
Section 2.02(b).

                                       9


      SPECIAL PAYMENTS ACCOUNT: Means, with respect to the Certificates of any
series, the account or accounts created and maintained for such series pursuant
to Section 4.01(b) and the related Trust Supplement.

      SPECIFIED INVESTMENTS: Means, with respect to any Trust, unless otherwise
specified in the related Trust Supplement, (i) obligations of, or guaranteed by,
the United States Government or agencies thereof, (ii) open market commercial
paper of any corporation incorporated under the laws of the United States of
America or any state thereof rated at least P-2 or its equivalent by Moody's
Investor Service, Inc. ("Moody's") or at least A-2 or its equivalent by Standard
& Poor's Rating Services, a division of the McGraw-Hill Companies, Inc. ("S&P"),
(iii) certificates of deposit issued by commercial banks organized under the
laws of the United States or of any political subdivision thereof having a
combined capital and surplus in excess of $500,000,000 which banks or their
holding companies have a rating of A or its equivalent by Moody's or A2 or its
equivalent by S&P; provided, however, that the aggregate amount at any one time
so invested in certificates of deposit issued by any one bank shall not exceed
5% of such bank's capital and surplus, (iv) U.S. dollar-denominated offshore
certificates of deposit issued by, or offshore time deposits with, any
commercial bank described in clause (iii) above or any subsidiary thereof and
(v) repurchase agreements with any financial institution having combined capital
and surplus of at least $500,000,000 with any of the obligations described in
clauses (i) through (iv) above as collateral; provided further, that if all of
the above investments are unavailable, the entire amounts to be invested may be
used to purchase federal funds from an entity described in clause (iii) above.

      SUBORDINATION AGENT: Has the meaning, with respect to the Certificates of
any series, specified therefor in the relevant Intercreditor Agreement.

      SUBSTITUTE AIRCRAFT: Means, with respect to any Trust, any Aircraft of a
type specified in this Agreement and, at the election of the Company,
substituted prior to the applicable Cut-off Date, if any, pursuant to the terms
of this Agreement.

      TRANSFER DATE: Has the meaning, with respect to the Certificates of any
series, assigned to that term or any of the terms "Delivery Date," "Funding
Date" or "Closing Date" in any relevant Note Purchase Agreement, and in any
event refers to any such date as it may be changed from time to time in
accordance with the terms of such Note Purchase Agreement.

      TRIGGERING EVENT: Has the meaning, with respect to the Certificates of any
series, specified therefor in the relevant Intercreditor Agreement.

      TRUST: Means, with respect to the Certificates of any series, the separate
trust created under this Agreement.

      TRUSTEE: Means U.S. Bank Trust National Association, a national banking
association, or its successor in interest, and any successor or other trustee
appointed as provided herein.

      TRUST INDENTURE ACT: Except as otherwise provided in Section 9.06, means,
with respect to any particular Trust, the Trust Indenture Act of 1939, as in
force at the date as of which the related Trust Supplement was executed.

                                       10


      TRUST PROPERTY: Means, with respect to any Trust, except to the extent
otherwise provided in the applicable Trust Supplement, (i) subject to any
related Intercreditor Agreement, the Equipment Notes held as the property of
such Trust, all monies at any time paid thereon and all monies due and to become
due thereunder, (ii) debt instruments issued by the Company in accordance with
the first paragraph of Section 2.02(b), (iii) funds from time to time deposited
in the related Escrow Account, the related Certificate Account and the related
Special Payments Account and, subject to any related Intercreditor Agreement,
any proceeds from the sale by the Trustee pursuant to Article VI hereof of any
Equipment Note referred to in (i) above, (iv) all rights of such Trust and the
Trustee, on behalf of the Trust, under any Intercreditor Agreement, including,
without limitation, all monies receivable in respect of such rights, and (iv)
all monies receivable under any Liquidity Facility for such Trust.

      TRUST SUPPLEMENT: Means an agreement supplemental hereto pursuant to which
(i) a separate Trust is created for the benefit of the Holders of the
Certificates of a series, (ii) the issuance of the Certificates of such series
representing fractional undivided interests in such Trust is authorized and
(iii) the terms of the Certificates of such series are established, as such
agreement may from time to time be supplemented, amended or otherwise modified.

      Section 1.02. Compliance Certificates and Opinions. Upon any application
or request (except with respect to matters set forth in Article II) by the
Company, any Owner Trustee or any Loan Trustee to the Trustee to take any action
under any provision of this Basic Agreement or, in respect of the Certificates
of any series, this Agreement, the Company, such Owner Trustee or such Loan
Trustee, as the case may be, shall furnish to the Trustee (i) an Officer's
Certificate stating that, in the opinion of the signer or signers, all
conditions precedent, if any, provided for in this Basic Agreement or this
Agreement relating to the proposed action have been complied with and (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Basic Agreement or this
Agreement relating to such particular application or request, no additional
certificate or opinion need be furnished.

      Every Officer's Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Basic Agreement or,
in respect of the Certificates of any series, this Agreement (other than a
certificate provided pursuant to Section 8.04(d)) or any Trust Supplement shall
include:

            (1) a statement that (x) each individual signing such certificate or
      (y) each firm or person executing such Opinion of Counsel has read such
      covenant or condition and the definitions in this Basic Agreement or this
      Agreement relating thereto;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or Opinion of Counsel are based;

            (3) a statement that, in the opinion of each such individual or
      firm, he or it has made such examination or investigation as is necessary
      to enable him or it to express an

                                       11


      informed opinion as to whether or not such covenant or condition has been
      complied with; and

            (4) a statement as to whether, in the opinion of each such
      individual or firm, such condition or covenant has been complied with.

      Section 1.03. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters and any such Person may certify or give an opinion as to such
matters in one or several documents.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Basic Agreement or, in respect of the Certificates of any
series, this Agreement, they may, but need not, be consolidated and form one
instrument.

      Section 1.04. Directions of Certificateholders. (a) Any direction,
consent, request, demand, authorization, notice, waiver or other action provided
by this Agreement in respect of the Certificates of any series to be given or
taken by Certificateholders (a "DIRECTION") may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by an agent or proxy duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
when it is expressly required pursuant to this Agreement, to the Company or any
Loan Trustee. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "ACT" of the
Certificateholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent or proxy shall be
sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee, the Company and the related Loan Trustee, if made in the manner
provided in this Section 1.04.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer, and where such execution is by
an officer of a corporation or association or a member of a partnership, on
behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other reasonable manner
which the Trustee deems sufficient.

            (c) In determining whether the Certificateholders of the requisite
Fractional Undivided Interests of Certificates of any series Outstanding have
given any Direction under this Agreement, Certificates owned by the Company, any
related Owner Trustee, any related Owner

                                       12


Participant or any Affiliate of any such Person shall be disregarded and deemed
not to be Outstanding for purposes of any such determination. In determining
whether the Trustee shall be protected in relying upon any such Direction, only
Certificates which the Trustee knows to be so owned shall be so disregarded.
Notwithstanding the foregoing, (i) if any such Person owns 100% of the
Certificates of any series Outstanding, such Certificates shall not be so
disregarded, and (ii) if any amount of Certificates of any series so owned by
any such Person have been pledged in good faith, such Certificates shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Certificates and that the pledgee
is not the Company, any related Owner Trustee, any related Owner Participant or
any Affiliate of any such Person.

            (d) The Company may, at its option, by delivery of an Officer's
Certificate to the Trustee, set a record date to determine the
Certificateholders in respect of the Certificates of any series entitled to give
any Direction. Notwithstanding Section 316(c) of the Trust Indenture Act, such
record date shall be the record date specified in such Officer's Certificate,
which shall be a date not more than 30 days prior to the first solicitation of
Certificateholders of the applicable series in connection therewith. If such a
record date is fixed, such Direction may be given before or after such record
date, but only the Certificateholders of record of the applicable series at the
close of business on such record date shall be deemed to be Certificateholders
for the purposes of determining whether Certificateholders of the requisite
proportion of Outstanding Certificates of such series have authorized or agreed
or consented to such Direction, and for that purpose the Outstanding
Certificates of such series shall be computed as of such record date; provided,
however, that no such Direction by the Certificateholders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Agreement not later than one year after such record date.
Nothing in this paragraph shall be construed to prevent the Company from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be deemed cancelled and of no
effect).

            (e) Any Direction by the Holder of any Certificate shall bind the
Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such Direction is made
upon such Certificate.

            (f) Except as otherwise provided in Section 1.04(c), Certificates of
any series owned by or pledged to any Person shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Certificates of such
series.

                                   ARTICLE II

                       ORIGINAL ISSUANCE OF CERTIFICATES:
                          ACQUISITION OF TRUST PROPERTY

      Section 2.01. Amount Unlimited; Issuable in Series. (a) The aggregate face
amount of Certificates that may be authenticated and delivered under this Basic
Agreement is unlimited. The Certificates may be issued from time to time in one
or more series and shall be designated

                                       13


generally as the "Pass Through Certificates", with such further designations
added or incorporated in such title for the Certificates of each series as are
specified in the related Trust Supplement. Each Certificate shall bear upon its
face the designation so selected for the series to which it belongs. All
Certificates of the same series shall be substantially identical except that the
Certificates of a series may differ as to denomination and as may otherwise be
provided in the Trust Supplement establishing the Certificates of such series.
Each series of Certificates issued pursuant to this Agreement will evidence
fractional undivided interests in the related Trust and, except as may be
specified in any Intercreditor Agreement or in the applicable Trust Supplement,
will have no rights, benefits or interests in respect of any other Trust or the
Trust Property held therein. All Certificates of the same series shall be in all
respects equally and ratably entitled to the benefits of this Agreement without
preference, priority or distinction on account of the actual time or times of
authentication and delivery, all in accordance with the terms and provisions of
this Agreement.

            (b) The following matters shall be established with respect to the
Certificates of each series issued under this Agreement by a Trust Supplement
executed and delivered (x) by and between the Company and the Trustee, or (y) if
the Parent will guarantee the obligations of the Company under any Equipment
Notes or any Leases related to Equipment Notes to be acquired and held in the
Trust formed by such Trust Supplement, by and among the Parent, the Company and
the Trustee:

            (1) the formation of the Trust as to which the Certificates of such
      series represent fractional undivided interests and its designation (which
      designation shall distinguish such Trust from each other Trust created
      under this Basic Agreement and a Trust Supplement);

            (2) the specific title of the Certificates of such series (which
      title shall distinguish the Certificates of such series from each other
      series of Certificates created under this Basic Agreement and a Trust
      Supplement);

            (3) subject to Section 2.01(a) hereof, any limit upon the aggregate
      face amount of the Certificates of such series which may be authenticated
      and delivered under this Basic Agreement (which limit shall not pertain to
      Certificates authenticated and delivered upon registration of transfer of,
      or in exchange for, or in lieu of, other Certificates of the series
      pursuant to Sections 3.03, 3.04, 3.05(d) and 3.06);

            (4) the Cut-off Date with respect to the Certificates of such series
      and the related Trust;

            (5) the Regular Distribution Dates applicable to the Certificates of
      such series;

            (6) the Special Distribution Dates applicable to the Certificates of
      such series;

            (7) if other than as provided in Sections 3.04 or 7.12(b), the
      Registrar or the Paying Agent for the Certificates of such series,
      including any Co-Registrar or additional Paying Agent;

                                       14


      (8) if other than as provided in Section 3.01, the denominations in which
the Certificates of such series shall be issuable;

      (9) if other than United States dollars, the currency or currencies
(including composite currencies or currency units) in which the Certificates of
such series shall be denominated or payable, in whole or in part;

      (10) the specific form of the Certificates of such series (including the
interest rate applicable thereto) and whether or not Certificates of such series
are to be issued as Book-Entry Certificates and, if such Certificates are to be
Book-Entry Certificates, the form of Letter of Representations, if any (or, in
the case of any Certificates denominated or payable in a currency other than
United States dollars and if other than as provided in Section 3.05, whether and
the circumstances under which beneficial owners of interests in such
Certificates in permanent global form may exchange such interests for
Certificates of such series and of like tenor of any authorized form and
denomination);

      (11) a description of the Equipment Notes, and, if applicable, of any
notes issued by a trust or other entity secured by Equipment Notes, to be
acquired and held in the Trust formed by such Trust Supplement and of the
related Aircraft, if determined, and Note Documents, if determined;

      (12) provisions with respect to the terms for which the definitions set
forth in Article I hereof or the terms of any Section hereof, including Section
11.01 hereof, permit or require further specification in the related Trust
Supplement;

      (13) any restrictions (including legends) in respect of ERISA or tax
matters;

      (14) the acceptance of appointment by the institution named to act as
Trustee with respect to such Trust, if different from the institution executing
this Basic Agreement or its successor;

      (15) whether such series will be subject to an Intercreditor Agreement
and, if so, the specific designation of such Intercreditor Agreement and the
rights of Potential Purchasers upon the occurrence of a Triggering Event;

      (16) whether such series will have the benefit of a Liquidity Facility or
other form of credit enhancement and, if so, any terms appropriate thereto;

      (17) whether the Parent will guarantee the obligations of the Company
under any Equipment Notes or any Leases related to Equipment Notes to be
acquired and held in the Trust formed by such Trust Supplement and, if so, the
specific form of such Parent Guarantee or Parent Guarantees and a statement that
the Parent shall be an "obligor" as such term is defined in and solely for
purposes of the Trust Indenture Act and shall be required to comply with those
provisions of this Agreement compliance with which is required by an "obligor"
under the Trust Indenture Act;

                                       15

            (18) whether there will be a deposit agreement, escrow agreement or
      other arrangement prior to the delivery of one or more Aircraft or the
      commencement of the Lease with respect to one or more Aircraft, and, if
      so, any terms appropriate thereto;

            (19) the extent, if any, to which the Company may acquire
      Certificates and deliver such Certificates or cash to the respective
      Trusts and obtain the release of Equipment Notes or other Trust Property
      held by such Trusts;

            (20) if the Certificates of such series are to be issued in bearer
      form, the forms thereof and any other special terms relating thereto;

            (21) the "Responsible Party" for purposes of directing the Trustee
      to make Specified Investments; and

            (22) any other terms of the Certificates of such series or any
      related Parent Guarantee (which terms shall not be inconsistent with the
      provisions of the Trust Indenture Act but may modify, amend, supplement or
      delete any of the terms of this Basic Agreement), including any terms of
      the Certificates of such series which may be required or advisable under
      United States laws or regulations or advisable (as determined by the
      Company) in connection with the marketing of Certificates of the series.

            (c) At any time and from time to time after the execution and
delivery of this Basic Agreement and a Trust Supplement forming a Trust and
establishing the terms of Certificates of a series, Certificates of such series
shall be executed, authenticated and delivered by the Trustee to the Person or
Persons specified by the Company upon request of the Company and upon
satisfaction or waiver of any conditions precedent set forth in such Trust
Supplement or in any other document to which a Trustee is a party relating to
the issuance of the Certificates of such series.

      Section 2.02. Acquisition of Equipment Notes. (a) Unless otherwise
specified in the related Trust Supplement, on or prior to the Issuance Date of
the Certificates of a series, the Trustee shall execute and deliver the related
Note Purchase Agreements in the form delivered to the Trustee by the Company and
shall, subject to the respective terms thereof, perform its obligations under
such Note Purchase Agreements. Unless otherwise specified in the related Trust
Supplement, the Trustee shall issue and sell such Certificates, in authorized
denominations and in such Fractional Undivided Interests, so as to result in the
receipt of consideration in an amount equal to the aggregate purchase price of
the Equipment Notes (and/or, if applicable, any notes issued by a trust or other
entity secured by Equipment Notes) contemplated to be purchased by the Trustee
under the related Note Purchase Agreements and, concurrently therewith (unless
the Company shall have delivered to the Trustee the Postponement Notice relating
to one or more Postponed Notes pursuant to Subsection (b) below), the Trustee
shall purchase, pursuant to the terms and conditions of the Note Purchase
Agreements, such Equipment Notes (except Postponed Notes, if any)(or other
notes) at a purchase price equal to the amount of such consideration so
received. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 hereof, the
Trustee shall not execute, authenticate or deliver Certificates of such series

                                       16


in excess of the aggregate amount specified in this paragraph. The provisions of
this Subsection (a) are subject to the provisions of Subsection (b) below.

            (b) If on or prior to the Issuance Date with respect to a series of
Certificates the Company shall deliver to the Trustee a Postponement Notice
relating to one or more Postponed Notes, the Trustee shall postpone the purchase
of such Postponed Notes and shall deposit into an escrow account (as to the
related Trust, the "ESCROW ACCOUNT") to be maintained as part of the related
Trust an amount equal to the purchase price of such Postponed Notes (the
"ESCROWED FUNDS"). The portion of the Escrowed Funds so deposited with respect
to any particular Postponed Notes shall be invested (a) by the Trustee at the
written direction and risk of, and for the benefit of, the Responsible Party in
Specified Investments or (b) if provided in the Trust Supplement relating to
such series of Certificates and subject to the terms and conditions set forth
therein, in debt instruments of the Company, in each case (i) maturing no later
than any scheduled Transfer Date relating to such Postponed Notes, or (ii) if no
such Transfer Date has been scheduled, maturing on the next Business Day, or
(iii) if subsequent to the giving of the applicable Postponement Notice the
Company has given notice to the Trustee that such Postponed Notes will not be
issued, maturing on the next applicable Special Distribution Date, if such
investments are reasonably available for purchase. The Trustee shall make
withdrawals from the Escrow Account only as provided in this Agreement. Upon
request of the Company on one or more occasions and the satisfaction or waiver
of the closing conditions specified in the applicable Note Purchase Agreements
on or prior to the related Cut-off Date, the Trustee shall purchase the
applicable Postponed Notes, on the terms specified in such Note Purchase
Agreements, with the Escrowed Funds withdrawn from the Escrow Account.

      The Trustee shall hold all Specified Investments until the maturity
thereof and will not sell or otherwise transfer Specified Investments. If
Specified Investments held in an Escrow Account mature prior to any applicable
Transfer Date, any proceeds received on the maturity of such Specified
Investments (other than any earnings thereon) shall be reinvested by the Trustee
at the written direction and risk of, and for the benefit of, the Responsible
Party in Specified Investments maturing as provided in the preceding paragraph.

      Subject to the provisions of the Intercreditor Agreement, any earnings on
Specified Investments received from time to time by the Trustee shall be
promptly distributed to the Responsible Party. The Responsible Party shall pay
to the Trustee for deposit to the relevant Escrow Account an amount equal to any
net losses on any Specified Investments made at its direction and risk as
incurred. On any Regular Distribution Date in respect of the Certificates of any
series occurring prior to the date of purchase of any Postponed Notes by the
Trustee, the Responsible Party will pay (in immediately available funds) to the
Trustee an amount equal to the interest that would have accrued on such
Postponed Notes if such Postponed Notes had been purchased on the later of the
Issuance Date or the previous Regular Distribution Date in respect of the
Certificates of such series to, but not including, such Regular Distribution
Date. On the first Regular Distribution Date in respect of the Certificates of
any series following the purchase of any Postponed Notes by the Trustee, the
Responsible Party will pay (in immediately available funds) to the Trustee an
amount equal to the interest that would have accrued on such Postponed Notes if
such Postponed Notes had been purchased on the later of the Issuance Date or the
previous Regular Distribution Date in respect of the Certificates of such series
to, but not including, the date of the purchase of such Postponed Notes by the
Trustee.

                                       17


      If, in respect of the Certificates of any series, the Company notifies the
Trustee prior to the Cut-off Date that any Postponed Notes will not be issued on
or prior to the Cut-off Date for any reason, on the next Special Distribution
Date for such Certificates occurring not less than 15 days following the date of
such notice, (i) the Responsible Party shall pay (in immediately available
funds) to the Trustee for deposit in the related Special Payments Account, an
amount equal to the interest that would have accrued on the Postponed Notes
designated in such notice from the later of the Issuance Date or the previous
Regular Distribution Date in respect of the Certificates of such series to, but
not including, such Special Distribution Date and (ii) the Trustee shall
transfer an amount equal to that amount of Escrowed Funds that would have been
used to purchase the Postponed Notes designated in such notice and the amount
paid by the Responsible Party pursuant to the immediately preceding clause (i)
to the related Special Payments Account for distribution as a Special Payment in
accordance with the provisions hereof.

      If, on such Cut-off Date, an amount equal to less than all of the Escrowed
Funds (other than Escrowed Funds referred to in the immediately preceding
paragraph) has been used to purchase Postponed Notes, on the next Special
Distribution Date occurring not less than 15 days following such Cut-off Date
(i) the Responsible Party shall pay to the Trustee for deposit in such Special
Payments Account, in immediately available funds, an amount equal to the
interest that would have accrued on such Postponed Notes contemplated to be
purchased with such unused Escrowed Funds (other than Escrowed Funds referred to
in the immediately preceding paragraph) but not so purchased from the later of
the Issuance Date or the previous Regular Distribution Date in respect of the
Certificates of such series to, but not including, such Special Distribution
Date and (ii) the Trustee shall transfer such unused Escrowed Funds and the
amount paid by the Responsible Party pursuant to the immediately preceding
clause (i) to such Special Payments Account for distribution as a Special
Payment in accordance with the provisions hereof.

      Section 2.03. Acceptance by Trustee. The Trustee, by the execution and
delivery of a Trust Supplement creating a Trust and establishing a series of
Certificates, shall acknowledge its acceptance of all right, title and interest
in and to the Trust Property to be acquired pursuant to Section 2.02 hereof and
the related Note Purchase Agreements and shall declare that the Trustee holds
and will hold such right, title and interest for the benefit of all then present
and future Certificateholders of such series, upon the trusts herein and in such
Trust Supplement set forth. By the acceptance of each Certificate of such series
issued to it under this Agreement, each initial Holder of such series as grantor
of such Trust shall thereby join in the creation and declaration of such Trust.
No Certificateholder of any series shall have legal title to any part of the
Trust Property of the related Trust.

      Section 2.04. Limitation of Powers. Each Trust shall be constituted solely
for the purpose of making the investment in the Equipment Notes provided for in
the related Trust Supplement, and, except as set forth in this Agreement, the
Trustee shall not be authorized or empowered to acquire any other investments or
engage in any other activities and, in particular, the Trustee shall not be
authorized or empowered to do anything that would cause such Trust to fail to
qualify as a "grantor trust" for federal income tax purposes (including, as
subject to this restriction, acquiring any Aircraft (as defined in the related
Indentures) by bidding for such

                                       18


Equipment Notes or otherwise, or taking any action with respect to any such
Aircraft once acquired).

                                   ARTICLE III

                                THE CERTIFICATES

      Section 3.01. Form, Denomination and Execution of Certificates. Except to
the extent otherwise provided in the applicable Trust Supplement, the
Certificates of each series shall be issued in fully registered form without
coupons and shall be substantially in the form attached hereto as Exhibit A with
such omissions, variations and insertions as are permitted by this Agreement,
and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required to comply with any
applicable laws, rules, regulations, or the rules of any securities exchange on
which such Certificates may be listed or to conform to any usage in respect
thereof, or as may, consistently with this Agreement, be determined by the
Trustee or the officers executing such Certificates, as evidenced by the
Trustee's or such officers' execution of the Certificates.

      Except as provided in Section 3.05, the definitive Certificates of such
series shall be typed, printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted by
the rules of any securities exchange on which the Certificates may be listed,
all as determined by the officers executing such Certificates, as evidenced by
their execution of such Certificates.

      Except as otherwise provided in the related Trust Supplement, the
Certificates of each series shall be issued in minimum denominations of $1,000
or integral multiples thereof except that one Certificate of such series may be
issued in a different denomination.

      The Certificates of such series shall be executed on behalf of the Trustee
by manual or facsimile signature of a Responsible Officer of the Trustee.
Certificates of any series bearing the manual or facsimile signature of an
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of the Trustee shall be valid and binding obligations of the
Trustee, notwithstanding that such individual has ceased to be so authorized
prior to the authentication and delivery of such Certificates or did not hold
such office at the date of such Certificates.

      Section 3.02. Authentication of Certificates. (a) Except to the extent
otherwise provided in the applicable Trust Supplement, on the Issuance Date, the
Trustee shall duly execute, authenticate and deliver Certificates of each series
in authorized denominations equaling in the aggregate the aggregate face amount
of the Equipment Notes that may be purchased by the Trustee pursuant to the
related Note Purchase Agreements, and evidencing the entire ownership of the
related Trust. Thereafter, the Trustee shall duly execute, authenticate and
deliver the Certificates of such series as provided in this Agreement.

            (b) No Certificate of any series shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A executed by the Trustee by manual

                                       19


signature, and such certificate of authentication upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates of any series shall be
dated the date of their authentication.

      Section 3.03. Temporary Certificates. Until definitive Certificates are
ready for delivery, the Trustee shall execute, authenticate and deliver
temporary Certificates of each series. Temporary Certificates of each series
shall be substantially in the form of definitive Certificates of such series but
may have insertions, substitutions, omissions and other variations determined to
be appropriate by the officers executing the temporary Certificates of such
series, as evidenced by their execution of such temporary Certificates. If
temporary Certificates of any series are issued, the Trustee will cause
definitive Certificates of such series to be prepared without unreasonable
delay. After the preparation of definitive Certificates of such series, the
temporary Certificates shall be exchangeable for definitive Certificates upon
surrender of such temporary Certificates at the office or agency of the Trustee
designated for such purpose pursuant to Section 7.12, without charge to the
Certificateholder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute, authenticate and deliver in exchange
therefor a like face amount of definitive Certificates of like series, in
authorized denominations and of a like Fractional Undivided Interest. Until so
exchanged, such temporary Certificates shall be entitled to the same benefits
under this Agreement as definitive Certificates of such series.

      Section 3.04. Transfer and Exchange. The Trustee shall cause to be kept at
the office or agency to be maintained by it in accordance with the provisions of
Section 7.12 a register (the "REGISTER") for each series of Certificates in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates of such series and of
transfers and exchanges of such Certificates as herein provided. The Trustee
shall initially be the registrar (the "REGISTRAR") for the purpose of
registering such Certificates of each series and transfers and exchanges of such
Certificates as herein provided.

      All Certificates issued upon any registration of transfer or exchange of
Certificates of any series shall be valid obligations of the applicable Trust,
evidencing the same interest therein, and entitled to the same benefits under
this Agreement, as the Certificates of such series surrendered upon such
registration of transfer or exchange.

      Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office or such other office or agency, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of like series, in authorized
denominations of a like aggregate Fractional Undivided Interest.

      At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of like series, in authorized denominations and of a like
aggregate Fractional Undivided Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute, authenticate and deliver
the Certificates that the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee

                                       20


and the Registrar duly executed by the Certificateholder thereof or its attorney
duly authorized in writing.

      Except to the extent otherwise provided in the applicable Trust
Supplement, no service charge shall be made to a Certificateholder for any
registration of transfer or exchange of Certificates, but the Trustee shall
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates. All
Certificates surrendered for registration of transfer or exchange shall be
cancelled and subsequently destroyed by the Trustee.

      Section 3.05. Book-Entry and Definitive Certificates. (a) Except for one
Certificate of each series that may be issued in a denomination of other than an
even multiple of $1,000, the Certificates of any series may be issued at the
option of the Company in the form of one or more typewritten Certificates
representing the Book-Entry Certificates of such series, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Company. In such case, the Certificates of such series delivered to The
Depository Trust Company shall initially be registered on the Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no
Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in the Certificates of such series, except as
provided above and in Subsection (d) below. As to the Certificates of any such
series (other than the one Certificate of such series issued in a denomination
of other than an even multiple of $1,000), unless and until definitive, fully
registered Certificates (the "DEFINITIVE CERTIFICATES") have been issued
pursuant to Subsection (d) below:

                  (i) the provisions of this Section 3.05 shall be in full force
            and effect;

                  (ii) the Company, the Paying Agent, the Registrar and the
            Trustee may deal with the Clearing Agency for all purposes
            (including the making of distributions on the Certificates);

                  (iii) to the extent that the provisions of this Section 3.05
            conflict with any other provisions of this Agreement (other than the
            provisions of any Trust Supplement expressly amending this Section
            3.05 as permitted by this Basic Agreement), the provisions of this
            Section 3.05 shall control;

                  (iv) the rights of Certificate Owners shall be exercised only
            through the Clearing Agency and shall be limited to those
            established by law and agreements between such Certificate Owners
            and the Clearing Agency and/or the Clearing Agency Participants; and
            until Definitive Certificates are issued pursuant to Subsection (d)
            below, the Clearing Agency will make book-entry transfers among the
            Clearing Agency Participants and receive and transmit distributions
            of principal, interest and premium, if any, on the Certificates to
            such Clearing Agency Participants;

                  (v) such Certificates of such series may be transferred in
            whole, but not in part, and in the manner provided in Section 3.04,
            by the Clearing Agency holding such Certificates to a nominee of
            such Clearing Agency, or by such

                                       21


            Clearing Agency to a successor Clearing Agency that has been
            selected or approved by the Company or to a nominee of such
            successor Clearing Agency; and

                  (vi) whenever this Agreement requires or permits actions to be
            taken based upon instructions or directions of Certificateholders of
            such series holding Certificates of such series evidencing a
            specified percentage of the Fractional Undivided Interests in the
            related Trust, the Clearing Agency shall be deemed to represent such
            percentage only to the extent that it has received instructions to
            such effect from Clearing Agency Participants owning or
            representing, respectively, such required percentage of the
            beneficial interest in Certificates of such series and has delivered
            such instructions to the Trustee. None of the Company, the Parent or
            the Trustee or any agent of any of them shall have any obligation to
            determine whether the Clearing Agency has in fact received any such
            instructions.

            (b) Whenever notice or other communication to the Certificateholders
of a series is required under this Agreement, unless and until Definitive
Certificates shall have been issued pursuant to Subsection (d) below, the
Trustee shall give all such notices and communications specified in this
Agreement to be given to Certificateholders of such series to the Clearing
Agency.

            (c) Unless and until Definitive Certificates of a series are issued
pursuant to Subsection (d) below, on the Record Date prior to each applicable
Regular Distribution Date and Special Distribution Date, the Trustee will
request from the Clearing Agency a securities position listing setting forth the
names of all Clearing Agency Participants reflected on the Clearing Agency's
books as holding interests in the Certificates on such Record Date.

            (d) If with respect to the Certificates of any series (i) the
Company advises the Trustee in writing that the Clearing Agency is no longer
willing or able to discharge properly its responsibilities and the Trustee or
the Company is unable to locate a qualified successor, (ii) the Company, at its
option, advises the Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Default, Certificate Owners of Book-Entry Certificates of such
series evidencing Fractional Undivided Interests aggregating not less than a
majority in interest in the related Trust, by Act of such Certificate Owners
delivered to the Company and the Trustee, advise the Company, the Trustee and
the Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency Participants is
no longer in the best interests of the Certificate Owners of such series, then
the Trustee shall notify all Certificate Owners of such series, through the
Clearing Agency, of the occurrence of any such event and of the availability of
Definitive Certificates. Upon surrender to the Trustee of all the Certificates
of such series held by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency Participants for registration of
Definitive Certificates in the names of Certificate Owners of such series, the
Trustee shall issue and deliver the Definitive Certificates of such series in
accordance with the instructions of the Clearing Agency. None of the Company,
the Registrar, the Paying Agent or the Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such

                                       22


registration instructions. Upon the issuance of
Definitive Certificates of such series, the Trustee shall recognize the Persons
in whose names the Definitive Certificates are registered in the Register as
Certificateholders under this Agreement. Neither the Company nor the Trustee
shall be liable if the Trustee or the Company is unable to locate a qualified
successor Clearing Agency.

            (e) Except as otherwise provided in the related Trust Supplement,
the Trustee shall enter into the applicable Letter of Representations with
respect to such series of Certificates and fulfill its responsibilities
thereunder.

            (f) The provisions of this Section 3.05 may be made inapplicable to
any series or may be amended with respect to any series in the related Trust
Supplement.

      Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate is surrendered to the Registrar, or the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (b) there is delivered to the Registrar and the Trustee such
security, indemnity or bond, as may be required by them to save each of them and
the Company harmless, then, in the absence of notice to the Registrar or the
Trustee that such destroyed, lost or stolen Certificate has been acquired by a
protected purchaser, and provided that the requirements of Section 8-405 of the
Uniform Commercial Code in effect in any applicable jurisdiction are met, the
Trustee shall execute, authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates of like series, in authorized denominations and of like Fractional
Undivided Interest and bearing a number not contemporaneously outstanding.

      In connection with the issuance of any new Certificate under this Section
3.06, the Trustee shall require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Registrar) connected therewith.

      Any duplicate Certificate issued pursuant to this Section 3.06 shall
constitute conclusive evidence of the appropriate Fractional Undivided Interest
in the related Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

      The provisions of this Section 3.06 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Certificates.

      Section 3.07. Persons Deemed Owners. Prior to due presentment of a
Certificate for registration of transfer, the Company, the Trustee, the
Registrar and any Paying Agent may treat the Person in whose name any
Certificate is registered (as of the day of determination) on the Register as
the owner of such Certificate and the Certificateholder for the purpose of
receiving distributions pursuant to Article IV and for all other purposes
whatsoever, and none of the Company, the Trustee, the Registrar or any Paying
Agent shall be affected by any notice to the contrary. All payments or
distributions made to any such Person shall be valid and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable on any such Certificate.

                                       23


      Unless otherwise provided with respect to any Certificates pursuant to
Section 2.01(b), the Company, the Parent, any other obligor upon any
Certificates and any Affiliate of any thereof may acquire, tender for, purchase,
own, hold, become the pledgee of and otherwise deal with any Certificates.

      Section 3.08. Cancellation. All Certificates surrendered for payment or
transfer or exchange shall, if surrendered to the Trustee or any agent of the
Trustee other than the Registrar, be delivered to the Registrar for cancellation
and shall promptly be cancelled by it. No Certificates shall be authenticated in
lieu of or in exchange for any Certificates cancelled as provided in this
Section 3.08, except as expressly permitted by this Agreement. All cancelled
Certificates held by the Registrar shall be destroyed and a certification of
their destruction delivered to the Trustee.

      Section 3.09. Limitation of Liability for Payments. All payments and
distributions made to Certificateholders of any series in respect of the
Certificates of such series shall be made only from the Trust Property of the
related Trust and only to the extent that the Trustee shall have sufficient
income or proceeds from such Trust Property to make such payments in accordance
with the terms of Article IV of this Agreement. The Certificates do not
represent indebtedness of the related Trusts, and references herein or in any
Trust Supplement to interest accruing on any Certificates are intended for
purposes of computation only. Each Certificateholder, by its acceptance of a
Certificate, agrees that it will look solely to the income and proceeds from the
Trust Property of the related Trust for any payment or distribution due to such
Certificateholder pursuant to the terms of this Agreement and that it will not
have any recourse to the Company, the Trustee, the Loan Trustees, any Owner
Trustee or any Owner Participant, except as otherwise expressly provided in this
Agreement, in any Note Document or in any related Intercreditor Agreement.

      The Company is a party to this Agreement solely for purposes of meeting
the requirements of the Trust Indenture Act, and therefore the Company shall not
have any right, obligation or liability hereunder, or under the terms of any
Trust Supplement or any Certificates (except as otherwise expressly provided
herein or therein).

      Section 3.10. CUSIP Numbers. The Certificates may include "CUSIP" numbers
(if then generally in use), and if so, the Trustee may use the CUSIP numbers in
notices in respect of the Certificates; provided, however, that any such notice
may state that no representation is made as to the correctness or accuracy of
the CUSIP number printed in the notice or on the Certificates, that reliance may
be placed only on the other identification numbers printed on the Certificates,
and any such notice shall not be affected by any defect or omission of such
CUSIP numbers.

                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

      Section 4.01. Certificate Account and Special Payments Account. (a) The
Trustee shall establish and maintain on behalf of the Certificateholders of each
series a Certificate Account as one or more non-interest-bearing accounts. The
Trustee shall hold such Certificate Account in

                                       24


trust for the benefit of the Certificateholders of such series, and shall make
or permit withdrawals therefrom only as provided in this Agreement or any
Intercreditor Agreement. On each day when a Scheduled Payment is made to the
Trustee with respect to the Certificates of any series, the Trustee, upon
receipt thereof, shall immediately deposit the aggregate amount of such
Scheduled Payment in the applicable Certificate Account.

            (b) The Trustee shall establish and maintain on behalf of the
Certificateholders of each series a Special Payments Account as one or more
accounts, which shall be non-interest bearing except as provided in Section
4.04. The Trustee shall hold the Special Payments Account in trust for the
benefit of the Certificateholders of such series and shall make or permit
withdrawals therefrom only as provided in this Agreement or any Intercreditor
Agreement. On each day when one or more Special Payments are made to the Trustee
with respect to the Certificates of any series, the Trustee, upon receipt
thereof, shall immediately deposit the aggregate amount of such Special Payments
in the applicable Special Payments Account.

            (c) The Trustee shall present (or, if applicable, cause the
Subordination Agent to present) to the related Loan Trustee of each Equipment
Note such Equipment Note on the date of its stated final maturity or, in the
case of any Equipment Note which is to be redeemed or purchased in whole
pursuant to the related Indenture, on the applicable redemption or purchase date
under such Indenture.

      Section 4.02. Distributions from Certificate Account and Special Payments
Account. (a) Subject to the provisions of the Intercreditor Agreement, on each
Regular Distribution Date with respect to a series of Certificates or as soon
thereafter as the Trustee has confirmed receipt of the payment of all or any
part of the Scheduled Payments due on the Equipment Notes held in the related
Trust on such date, the Trustee shall distribute out of the applicable
Certificate Account the entire amount deposited therein pursuant to Section
4.01(a). There shall be so distributed to each Certificateholder of record of
such series on the Record Date with respect to such Regular Distribution Date
(other than as provided in Section 11.01 concerning the final distribution) by
check mailed to such Certificateholder, at the address appearing in the
Register, such Certificateholder's pro rata share (based on the aggregate
Fractional Undivided Interest in the related Trust held by such
Certificateholder) of the total amount in the applicable Certificate Account,
except that, with respect to Certificates registered on the Record Date in the
name of a Clearing Agency (or its nominee), such distribution shall be made by
wire transfer in immediately available funds to the account designated by such
Clearing Agency (or such nominee).

            (b) Subject to the provisions of the Intercreditor Agreement, on
each Special Distribution Date with respect to any Special Payment with respect
to a series of Certificates or as soon thereafter as the Trustee has confirmed
receipt of any Special Payments due on the Equipment Notes held in the related
Trust or realized upon the sale of such Equipment Notes, the Trustee shall
distribute out of the applicable Special Payments Account the entire amount of
such applicable Special Payment deposited therein pursuant to Section 4.01(b).
There shall be so distributed to each Certificateholder of record of such series
on the Record Date with respect to such Special Distribution Date (other than as
provided in Section 11.01 concerning the final distribution) by check mailed to
such Certificateholder, at the address appearing in the Register,

                                       25


such Certificateholder's pro rata share (based on the aggregate Fractional
Undivided Interest in the related Trust held by such Certificateholder) of the
total amount in the applicable Special Payments Account on account of such
Special Payment, except that, with respect to Certificates registered on the
Record Date in the name of a Clearing Agency (or its nominee), such distribution
shall be made by wire transfer in immediately available funds to the account
designated by such Clearing Agency (or such nominee).

            (c) The Trustee shall, at the expense of the Company, cause notice
of each Special Payment with respect to a series of Certificates to be mailed to
each Certificateholder of such series at such Certificateholder's address as it
appears in the Register. Subject to the provisions of the Intercreditor
Agreement: (i) in the event of redemption or purchase of Equipment Notes held in
the related Trust, such notice shall be mailed not less than 15 days prior to
the Special Distribution Date for the Special Payment resulting from such
redemption or purchase, which Special Distribution Date shall be the date of
such redemption or purchase; (ii) in the event that the Trustee receives a
notice from the Company pursuant to Section 2.02 that Postponed Notes will not
be purchased by the Trustee, such notice of Special Payment shall be mailed as
soon as practicable after receipt of such notice from the Company and shall
state the Special Distribution Date for such Special Payment, which shall occur
20 days after the date of such notice of Special Payment or (if such 20th day is
not practicable) as soon as practicable thereafter; (iii) in the event that any
Special Payment is to be made pursuant to the last paragraph of Section 2.02(b)
hereof, such notice of Special Payment shall be mailed on the Cut-off Date (or,
if such mailing on the Cut-off Date is not practicable, as soon as practicable
after the Cut-off Date), and shall state the Special Distribution Date for such
Special Payment, which shall occur 20 days after the date of such notice of
Special Payment (or, if such 20th day is not practicable, as soon as practicable
thereafter); and (iv) in the case of any other Special Payments, such notice of
Special Payment shall be mailed as soon as practicable after the Trustee has
confirmed that it has received funds for such Special Payment, and shall state
the Special Distribution Date for such Special Payment, which shall occur 20
days after the date of such notice of Special Payment or (if such 20th day is
not practicable) as soon as practicable thereafter. Notices mailed by the
Trustee as provided in the paragraphs above shall set forth:

            (i) the Special Distribution Date and the Record Date therefor
      (except as otherwise provided in Section 11.01);

            (ii) the amount of the Special Payment (taking into account any
      payment to be made by the Responsible Party pursuant to Section 2.02(b))
      for each $1,000 face amount Certificate and the amount thereof
      constituting principal, premium, if any, and interest;

            (iii) the reason for the Special Payment; and

            (iv) if the Special Distribution Date is the same date as a Regular
      Distribution Date for the Certificates of such series, the total amount to
      be received on such date for each $1,000 face amount Certificate.

      If the amount of premium, if any, payable upon the redemption or purchase
of an Equipment Note has not been calculated at the time that the Trustee mails
notice of a Special

                                       26


Payment, it shall be sufficient if the notice sets forth the other amounts to be
distributed and states that any premium received will also be distributed.

      If any redemption or purchase of the Equipment Notes held in any Trust is
cancelled, the Trustee, as soon as possible after learning thereof, shall cause
notice thereof to be mailed to each Certificateholder of the related series at
its address as it appears on the Register.

      Section 4.03. Statements to Certificateholders. (a) On each Regular
Distribution Date and Special Distribution Date, the Trustee will include with
each distribution of a Scheduled Payment or Special Payment, as the case may be,
to Certificateholders of the related series a statement setting forth the
information provided below. Such statement shall, except to the extent otherwise
provided in the applicable Trust Supplement, set forth (per $1,000 aggregate
face amount of Certificate as to (i) and (ii) below) the following information:

                  (i) the amount of such distribution under this Agreement
            allocable to principal and the amount allocable to premium, if any;

                  (ii) the amount of such distribution under this Agreement
            allocable to interest; and

                  (iii) the Pool Balance and the Pool Factor of the related
            Trust.

      With respect to the Certificates registered in the name of a Clearing
Agency or its nominee, on the Record Date prior to each Distribution Date, the
Trustee will request from the Clearing Agency a securities position listing
setting forth the names of all the Clearing Agency Participants reflected on the
Clearing Agency's books as holding interests in the Certificates on such Record
Date. On each Distribution Date, the applicable Trustee will mail to each such
Clearing Agency Participant the statement described above and will make
available additional copies as requested by such Clearing Agency Participant for
forwarding to holders of interests in the Certificates.

            (b) Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, except to the
extent otherwise provided in the applicable Trust Supplement, the Trustee shall
furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i) and (a)(ii) above with respect to the
related Trust for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for the
applicable portion of such year, and such other items as are readily available
to the Trustee and which a Certificateholder shall reasonably request as
necessary for the purpose of such Certificateholder's preparation of its federal
income tax returns. With respect to Certificates registered in the name of a
Clearing Agency or its nominee, such statement and such other items shall be
prepared on the basis of information supplied to the Trustee by the Clearing
Agency Participants and shall be delivered by the Trustee to such Clearing
Agency Participants to be available for forwarding by such Clearing Agency
Participants to the holders of interests in the Certificates.

      Section 4.04. Investment of Special Payment Moneys. Any money received by
the Trustee pursuant to Section 4.01(b) representing a Special Payment which is
not distributed on

                                       27


the date received shall, to the extent practicable, be invested by the Trustee
in Permitted Investments selected by the Controlling Party in telephonic
(confirmed in writing) or written instructions to the Trustee pending
distribution of such Special Payment pursuant to Section 4.02. Absent receipt of
such instructions from the Controlling Party, such Special Payment shall remain
uninvested by the Trustee pending receipt of investment instructions. Any
investment made pursuant to this Section 4.04 shall be in such Permitted
Investments having maturities not later than the date that such moneys are
required to be used to make the payment required under Section 4.02 on the
applicable Special Distribution Date and the Trustee shall hold any such
Permitted Investments until maturity. The Trustee shall have no liability with
respect to any investment made pursuant to this Section 4.04, other than by
reason of the willful misconduct or negligence of the Trustee. All income and
earnings from such investments shall be distributed on such Special Distribution
Date as part of such Special Payment.

                                    ARTICLE V

                                   THE COMPANY

      Section 5.01. Maintenance of Corporate Existence. The Company, at its own
cost and expense, will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence, rights and
franchises, except as otherwise specifically permitted in Section 5.02;
provided, however, that the Company shall not be required to preserve any right
or franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

      Section 5.02. Consolidation, Merger, Etc. The Company shall not
consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an entirety to any Person unless:

                  (a) the corporation formed by such consolidation or into which
      the Company is merged or the Person that acquires by conveyance, transfer
      or lease substantially all of the assets of the Company as an entirety
      shall (i) be organized and validly existing under the laws of the United
      States of America or any state thereof or the District of Columbia, (ii)
      be a "citizen of the United States" as defined in 49 U.S.C. Sections
      40102(a)(15), as amended, and (iii) hold an air carrier operating
      certificate issued pursuant to Chapter 447 of Title 49 of the United
      States Code for aircraft capable of carrying 10 or more individuals or
      6,000 pounds or more of cargo, if and so long as such status is a
      condition of entitlement to the benefits of Section 1110 of the Bankruptcy
      Reform Act of 1978, as amended (11 U.S.C. Sections 1110), with respect to
      the Leases or the Aircraft owned by the Company; and

                  (b) the corporation formed by such consolidation or into which
      the Company is merged or the Person which acquires by conveyance, transfer
      or lease substantially all of the assets of the Company as an entirety
      shall execute and deliver to the Trustee applicable to the Certificates of
      each series a duly authorized, valid, binding and enforceable agreement in
      form and substance reasonably satisfactory to the Trustee containing an
      assumption by such successor corporation or Person of the due and punctual
      performance and observance of each covenant and condition of the Note

                                       28


      Documents and of this Agreement applicable to the Certificates of each
      series to be performed or observed by the Company.

      The Trustee may request an Officer's Certificate of the Company and an
Opinion of Counsel of the Company (that may be the Company's General Counsel,
Deputy General Counsel, Associate General Counsel or other senior attorney of
the Company) reasonably satisfactory to the Trustee, each stating that such
consolidation, merger, conveyance, transfer or lease and the assumption
agreement mentioned in clause (b) above comply with this Section 5.02 and that
all conditions precedent herein provided for relating to such transaction have
been complied with.

      Upon any consolidation or merger, or any conveyance, transfer or lease of
substantially all of the assets of the Company as an entirety in accordance with
this Section 5.02, the successor corporation or Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Agreement applicable
to the Certificates of each series with the same effect as if such successor
corporation or Person had been named as the Company herein. No such conveyance,
transfer or lease of substantially all of the assets of the Company as an
entirety shall have the effect of releasing any successor corporation or Person
which shall have become such in the manner prescribed in this Section 5.02 from
its liability in respect of this Agreement and any Note Document applicable to
the Certificates of such series to which it is a party.

                                   ARTICLE VI

                                     DEFAULT

      Section 6.01. Indenture Events of Default and Triggering Events. (a) Upon
the occurrence and during the continuation of any Indenture Event of Default
under any Indenture, the Trustee may (i) to the extent it is the Controlling
Party at such time (as determined pursuant to the related Intercreditor
Agreement), direct the exercise of remedies as provided in such related
Intercreditor Agreement and (ii) if there is no related Intercreditor Agreement,
direct the exercise of remedies or take other action as provided in the relevant
Indenture to the extent that it may do so as the holder of the Equipment Notes
issued under such Indenture and held in the related Trust.

            (b) By acceptance of its Certificate, each Certificateholder agrees
that at any time after the occurrence and during the continuation of a
Triggering Event, each Certificateholder of Certificates of certain series
(each, a "POTENTIAL PURCHASER" and, collectively, the "POTENTIAL PURCHASERS")
may have certain rights to purchase the Certificates of one or more other
series, all as set forth in the Trust Supplement applicable to the Certificates
held by such Potential Purchaser. The purchase price with respect to the
Certificates of any series shall be equal to the Pool Balance of the
Certificates of such series, together with accrued and unpaid interest thereon
to the date of such purchase, without premium, but including any other amounts
then due and payable to the Certificateholders of such series under this
Agreement, any related Intercreditor Agreement or any other Note Document or on
or in respect of the Certificates of such series; provided, however, that if
such purchase occurs after a Record

                                       29


Date, such purchase price shall be reduced by the amount to be distributed under
this Agreement on the related Distribution Date (which deducted amounts shall
remain distributable to, and may be retained by, the Certificateholder as of
such Record Date); provided, further, that no such purchase of Certificates of
such series shall be effective unless the purchasing Certificateholder (each, a
"PURCHASING CERTIFICATEHOLDER" and, collectively, the "PURCHASING
CERTIFICATEHOLDERS") shall certify to the Trustee that contemporaneously with
such purchase, one or more Purchasing Certificateholders are purchasing,
pursuant to the terms of this Agreement and the other Agreements, if any,
relating to the Certificates of a series that are subject to the same
Intercreditor Agreement (such other Agreements, the "OTHER AGREEMENTS"), the
Certificates of each such series that the Trust Supplement applicable to the
Certificates held by the Purchasing Certificateholder specifies may be purchased
by such Purchasing Certificateholder. Each payment of the purchase price of the
Certificates of any series shall be made to an account or accounts designated by
the Trustee and each such purchase shall be subject to the terms of this Section
6.01. By acceptance of its Certificate, each Certificateholder (each, a "SELLING
CERTIFICATEHOLDER" and, collectively, the "SELLING CERTIFICATEHOLDERS") of a
series that is subject to purchase by Potential Purchasers, all as set forth in
the Trust Supplement applicable to the Certificates held by the Selling
Certificateholders, agrees that, at any time after the occurrence and during the
continuance of a Triggering Event, it will, upon payment of the purchase price
specified in this Agreement by one or more Purchasing Certificateholders,
forthwith sell, assign, transfer and convey to such Purchasing Certificateholder
(without recourse, representation or warranty of any kind except for its own
acts), all of the right, title, interest and obligation of such Selling
Certificateholder in this Agreement, any related Intercreditor Agreement, the
related Liquidity Facility, the related Note Documents and all Certificates of
such series held by such Selling Certificateholder (excluding all right, title
and interest under any of the foregoing to the extent such right, title or
interest is with respect to an obligation not then due and payable as respects
any action or inaction or state of affairs occurring prior to such sale) and the
Purchasing Certificateholder shall assume all of such Selling
Certificateholder's obligations under this Agreement, any related Intercreditor
Agreement, any related Liquidity Facility and the related Note Documents. The
Certificates of such series will be deemed to be purchased on the date payment
of the purchase price is made notwithstanding the failure of any Selling
Certificateholder to deliver any Certificates of such series and, upon such a
purchase, (i) the only rights of the Selling Certificateholders will be to
deliver the Certificates to the Purchasing Certificateholder and receive the
purchase price for such Certificates of such series and (ii) if the Purchasing
Certificateholder shall so request, such Selling Certificateholder will comply
with all of the provisions of Section 3.04 hereof to enable new Certificates of
such series to be issued to the Purchasing Certificateholder in such
denominations as it shall request. All charges and expenses in connection with
the issuance of any such new Certificates shall be borne by the Purchasing
Certificateholder.

      Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of all
or any part of the Equipment Notes held in the Trust made either under the power
of sale given under this Agreement or otherwise for the enforcement of this
Agreement, the following shall be applicable:

            (1) Certificateholders and Trustee May Purchase Equipment Notes. Any
      Certificateholder, the Trustee in its individual or any other capacity or
      any other Person may bid for and purchase any of the Equipment Notes held
      in the Trust, and upon

                                       30


      compliance with the terms of sale, may hold, retain, possess and dispose
      of such Equipment Notes in their own absolute right without further
      accountability.

            (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of the
      Trustee making such sale shall be a sufficient discharge to any purchaser
      for its purchase money, and, after paying such purchase money and
      receiving such receipt, such purchaser or its personal representative or
      assigns shall not be obliged to see to the application of such purchase
      money, or be in any way answerable for any loss, misapplication or
      non-application thereof.

            (3) Application of Moneys Received upon Sale. Any moneys collected
      by the Trustee upon any sale made either under the power of sale given by
      this Agreement or otherwise for the enforcement of this Agreement shall be
      applied as provided in Section 4.02.

      Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May
Bring Suit. If there shall be a failure to make payment of the principal of,
premium, if any, or interest on any Equipment Note held in the related Trust, or
if there shall be any failure to pay Rent (as defined in the relevant Lease)
under any Lease when due and payable, then the Trustee, in its own name and as
trustee of an express trust, as holder of such Equipment Notes, to the extent
permitted by and in accordance with the terms of any related Intercreditor
Agreement and any related Note Documents (subject to rights of the applicable
Owner Trustee or Owner Participant to cure any such failure to pay principal of,
premium, if any, or interest on any Equipment Note or to pay Rent under any
Lease in accordance with the applicable Indenture and to the rights of the
Lessee under any applicable Lease), shall be entitled and empowered to institute
any suits, actions or proceedings at law, in equity or otherwise, for the
collection of the sums so due and unpaid on such Equipment Notes or under such
Lease and may prosecute any such claim or proceeding to judgment or final decree
with respect to the whole amount of any such sums so due and unpaid.

      Section 6.04. Control by Certificateholders. Subject to Section 6.03 and
any related Intercreditor Agreement, the Certificateholders holding Certificates
of a series evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in the related Trust shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee with respect to such Trust or pursuant to the terms of such
Intercreditor Agreement, or exercising any trust or power conferred on the
Trustee under this Agreement or such Intercreditor Agreement, including any
right of the Trustee as Controlling Party under such Intercreditor Agreement or
as holder of the Equipment Notes held in the related Trust; provided, however,
that

            (1) such Direction shall not in the opinion of the Trustee be in
      conflict with any rule of law or with this Agreement and would not involve
      the Trustee in personal liability or expense;

            (2) the Trustee shall not determine that the action so directed
      would be unjustly prejudicial to the Certificateholders of such series not
      taking part in such Direction; and

                                       31


            (3) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such Direction.

      Section 6.05. Waiver of Past Defaults. Subject to any related
Intercreditor Agreement, the Certificateholders holding Certificates of a series
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the related Trust (i) may on behalf of all of the
Certificateholders of such series waive any past default or Event of Default
under this Agreement and its consequences or (ii) if the Trustee is the
Controlling Party, may direct the Trustee to instruct the applicable Loan
Trustee to waive any past Indenture default, Indenture Event of Default, or, if
applicable, the corresponding Lease default, under any related Indenture and its
consequences, and thereby annul any Direction given by such Certificateholders
or the Trustee to such Loan Trustee with respect thereto, except a default:

            (1) in the deposit of any Scheduled Payment or Special Payment under
      Section 4.01 or in the distribution of any payment under Section 4.02 on
      the Certificates of a series; or

            (2) in the payment of the principal of, premium, if any, or
      interest, if any, on the Equipment Notes held in the related Trust; or

            (3) in respect of a covenant or provision hereof which under Article
      IX hereof cannot be modified or amended without the consent of each
      Certificateholder holding an Outstanding Certificate of the series
      affected thereby.

Upon any such waiver, such default shall cease to exist with respect to the
Certificates of such series and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose and any direction given by the
Trustee on behalf of the Certificateholders of such series to the relevant Loan
Trustee shall be annulled with respect thereto; but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent thereon. Upon any such waiver, the Trustee shall vote the Equipment
Notes issued under the relevant Indenture to waive the corresponding Indenture
Event of Default (and, if applicable, the corresponding Lease default).

      Section 6.06. Right of Certificateholders to Receive Payments Not to Be
Impaired. Anything in this Agreement to the contrary notwithstanding, including,
without limitation, Section 6.07 hereof, but subject to any related
Intercreditor Agreement, the right of any Certificateholder to receive
distributions of payments required pursuant to Section 4.02 hereof on the
applicable Certificates when due, or to institute suit for the enforcement of
any such payment on or after the applicable Regular Distribution Date or Special
Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.

      Section 6.07. Certificateholders May Not Bring Suit Except Under Certain
Conditions. A Certificateholder of any series shall not have the right to
institute any suit, action or proceeding at law or in equity or otherwise with
respect to this Agreement, for the appointment of a receiver or for the
enforcement of any other remedy under this Agreement, unless:

            (1) such Certificateholder previously shall have given written
      notice to the Trustee of a continuing Event of Default;

                                       32


            (2) Certificateholders holding Certificates of such series
      evidencing Fractional Undivided Interests aggregating not less than 25% of
      the related Trust shall have requested the Trustee in writing to institute
      such action, suit or proceeding and shall have offered to the Trustee
      indemnity as provided in Section 7.03(e);

            (3) the Trustee shall have refused or neglected to institute any
      such action, suit or proceeding for 60 days after receipt of such notice,
      request and offer of indemnity; and

            (4) no direction inconsistent with such written request shall have
      been given to the Trustee during such 60-day period by Certificateholders
      holding Certificates of such series evidencing Fractional Undivided
      Interests aggregating not less than a majority in interest in the related
      Trust.

      Except to the extent provided in any applicable Intercreditor Agreement or
in any applicable Trust Supplement, it is understood and intended that no one or
more of the Certificateholders of any series shall have any right in any manner
whatsoever hereunder or under the related Trust Supplement or under the
Certificates of such series to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property of the related Trust, or the lien
of any related Indenture on any property subject thereto, or the rights of the
Certificateholders of such series or the holders of the related Equipment Notes,
(ii) obtain or seek to obtain priority over or preference with respect to any
other such Certificateholder of such series or (iii) enforce any right under
this Agreement, except in the manner provided in this Agreement and for the
equal, ratable and common benefit of all the Certificateholders of such series
subject to the provisions of this Agreement.

      Section 6.08. Remedies Cumulative. Every remedy given under this Agreement
to the Trustee or to any of the Certificateholders of any series shall not be
exclusive of any other remedy or remedies, and every such remedy shall be
cumulative and in addition to every other remedy given under this Agreement or
now or hereafter given by statute, law, equity or otherwise.

      Section 6.09. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Agreement, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided, however, that neither
this Section 6.09 nor the Trust Indenture Act shall be deemed to authorize any
court to require such an undertaking or to make such an assessment in any suit
instituted by the Company.

                                   ARTICLE VII

                                   THE TRUSTEE

      Section 7.01. Certain Duties and Responsibilities. (a) Except during the
continuance of an Event of Default in respect of a Trust, the Trustee undertakes
to perform such duties in respect

                                       33


of such Trust as are specifically set forth in this Agreement, and no implied
covenants or obligations shall be read into this Agreement against the Trustee.

            (b) In case an Event of Default in respect of a Trust has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Agreement in respect of such Trust, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

            (1) this Subsection (c) shall not be construed to limit the effect
      of Subsection (a) of this Section 7.01; and

            (2) the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer of the Trustee, unless it shall be
      proved that the Trustee was negligent in ascertaining the pertinent facts.

            (d) Whether or not herein expressly so provided, every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 7.01.

      Section 7.02. Notice of Defaults. (a) As promptly as practicable after,
and in any event within 90 days after, the occurrence of any default (as such
term is defined below) hereunder known to the Trustee, the Trustee shall
transmit by mail to the Company, any related Owner Trustees, any related Owner
Participants, the related Loan Trustees and the Certificateholders holding
Certificates of the related series, in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal, premium, if any, or interest on any Equipment Note, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith shall determine that the
withholding of such notice is in the interests of the Certificateholders of the
related series. For the purpose of this Section 7.02 in respect of any Trust,
the term "default" means any event that is, or after notice or lapse of time or
both would become, an Event of Default in respect of that Trust.

            (b) The Trustee shall not be deemed to have knowledge of any Default
unless a Responsible Officer of the Trustee shall have received written notice
of such Default; provided, however, that the Trustee shall be deemed to have
notice of any failure to receive Scheduled Payments under this Agreement.

      Section 7.03. Certain Rights of Trustee. Subject to the provisions of
Section 315 of the Trust Indenture Act:

                                       34


            (a) the Trustee may rely and shall be protected in acting or
refraining from acting in reliance upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

            (b) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Request;

            (c) whenever in the administration of this Agreement or any
Intercreditor Agreement, the Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action
hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officer's Certificate
of the Company, any related Owner Trustee or any related Loan Trustee;

            (d) the Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

            (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement or any Intercreditor Agreement
at the Direction of any of the Certificateholders pursuant to this Agreement or
any Intercreditor Agreement, unless such Certificateholders shall have offered
to the Trustee reasonable security or indemnity against the cost, expenses and
liabilities which might be incurred by it in compliance with such Direction;

            (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
debenture or other paper or document;

            (g) the Trustee may execute any of the trusts or powers under this
Agreement or any Intercreditor Agreement or perform any duties under this
Agreement or any Intercreditor Agreement either directly or by or through agents
or attorneys, and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
under this Agreement or any Intercreditor Agreement;

            (h) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the Direction of
the Certificateholders holding Certificates of any series evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
related Trust relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Agreement or any Intercreditor
Agreement; and

                                       35

            (i) the Trustee shall not be required to expend or risk its own
      funds in the performance of any of its duties under this Agreement, or in
      the exercise of any of its rights or powers, if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity
      against such risk is not reasonably assured to it.

      Section 7.04. Not Responsible for Recitals or Issuance of Certificates.
The recitals contained herein and in the Certificates of each series, except the
certificates of authentication, shall not be taken as the statements of the
Trustee, and the Trustee assumes no responsibility for their correctness.
Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Basic Agreement, any Equipment Notes, any Intercreditor
Agreement, any Liquidity Facility to which the Trustee may be a party, the
Certificates of any series, any Trust Supplement or any Note Documents, except
that the Trustee hereby represents and warrants that this Basic Agreement has
been, and each Trust Supplement, each Certificate, each Note Purchase Agreement,
each Intercreditor Agreement and any such Liquidity Facility of, or relating to,
each series will be executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

      Section 7.05. May Hold Certificates. The Trustee, any Paying Agent,
Registrar or any of their Affiliates or any other agent, in their respective
individual or any other capacity, may become the owner or pledgee of
Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
if applicable, may otherwise deal with the Company, the Parent, any Owner
Trustees, any Owner Participants or the Loan Trustees with the same rights it
would have if it were not Trustee, Paying Agent, Registrar or such other agent.

      Section 7.06. Money Held in Trust. Money held by the Trustee or the Paying
Agent in trust under this Agreement need not be segregated from other funds
except to the extent required in this Agreement or by law and neither the
Trustee nor the Paying Agent shall have any liability for interest upon any such
moneys except as provided for in this Agreement.

      Section 7.07. Compensation and Reimbursement. The Company agrees:

            (1) to pay, or cause to be paid, to the Trustee from time to time
      such reasonable compensation for all services rendered by it under this
      Agreement as the Company and the Trustee may agree in writing from time to
      time (which compensation shall not be limited by any provision of law in
      regard to the compensation of a trustee of an express trust); and

            (2) except as otherwise expressly provided herein or in any Trust
      Supplement, to reimburse, or cause to be reimbursed, the Trustee upon its
      request for all reasonable out-of-pocket expenses, disbursements and
      advances incurred or made by the Trustee in accordance with any provision
      of this Basic Agreement, any Trust Supplement, any Intercreditor Agreement
      or any Liquidity Facility to which the Trustee may be a party (including
      the reasonable compensation and the expenses and disbursements of its
      agents and counsel), except any such expense, disbursement or advance as
      may be attributable to the Trustee's negligence, willful misconduct or bad
      faith or as may be incurred due to the Trustee's breach of its
      representations and warranties set forth in Section 7.15; and

                                       36


            (3) to indemnify, or cause to be indemnified, the Trustee with
      respect to the Certificates of any series, pursuant to the particular
      sections of the Note Purchase Agreement specified in the related Trust
      Supplement.

      The Trustee shall be entitled to reimbursement from, and shall have a lien
prior to the Certificates of each series upon, all property and funds held or
collected by the Trustee in its capacity as Trustee with respect to such series
or the related Trust for any tax incurred without negligence, bad faith or
willful misconduct, on its part, arising out of or in connection with the
acceptance or administration of such Trust (other than any tax attributable to
the Trustee's compensation for serving as such), including any reasonable costs
and expenses incurred in contesting the imposition of any such tax. The Trustee
shall notify the Company of any claim for any tax for which it may seek
reimbursement. If the Trustee reimburses itself from the Trust Property of such
Trust for any such tax, it will mail a brief report within 30 days setting forth
the amount of such tax and the circumstances thereof to all Certificateholders
of such series as their names and addresses appear in the Register.

      Section 7.08. Corporate Trustee Required; Eligibility. Each Trust shall at
all times have a Trustee which shall be a bank, trust company or other financial
institution organized and doing business under the laws of the United States or
any state thereof, shall be eligible to act as a trustee under Section 310(a) of
the Trust Indenture Act and shall have a combined capital and surplus of at
least $75,000,000 (or a combined capital and surplus in excess of $5,000,000 and
the obligations of which, whether now in existence or hereafter incurred, are
fully and unconditionally guaranteed by a corporation organized and doing
business under the laws of the United States, any state or territory thereof or
the District of Columbia and having a combined capital and surplus of at least
$75,000,000). If such bank, trust company or other financial institution or such
corporation publishes reports of conditions at least annually, pursuant to law
or to the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section 7.08
the combined capital and surplus of such bank, trust company or other financial
institution or such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of conditions so published.

      In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 7.08 to act as Trustee of any Trust, the
Trustee shall resign immediately as Trustee of such Trust in the manner and with
the effect specified in Section 7.09.

      Section 7.09. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
of any Trust pursuant to this Article VII shall become effective until the
acceptance of appointment by the successor Trustee under Section 7.10.

            (b) The Trustee may resign at any time as Trustee of any or all
Trusts by giving prior written notice thereof to the Company, the Authorized
Agents, any related Owner Trustees and the related Loan Trustees. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Company, any related Owner Trustees and the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

                                       37


            (c) The Trustee may be removed at any time as the Trustee of any
Trust by Direction of the Certificateholders of the related series holding
Certificates of such series evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in such Trust delivered to the
Trustee and to the Company, any related Owner Trustees and the related Loan
Trustees.

            (d) If at any time in respect of any Trust:

            (1) the Trustee shall fail to comply with Section 310 of the Trust
      Indenture Act, if applicable, after written request therefore by the
      Company or by any Certificateholder who has been a bona fide
      Certificateholder for at least six months; or

            (2) the Trustee shall cease to be eligible under Section 7.08 and
      shall fail to resign after written request therefor by the Company or by
      any such Certificateholder; or

            (3) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation;

then, in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder of the related series who has been a bona fide
Certificateholder for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee of such Trust.

            (e) If a Responsible Officer of the Trustee shall obtain actual
knowledge of an Avoidable Tax (as defined below) in respect of any Trust which
has been or is likely to be asserted, the Trustee shall promptly notify the
Company and shall, within 30 days of such notification, resign as Trustee of
such Trust hereunder unless within such 30-day period the Trustee shall have
received notice that the Company has agreed to pay such tax. The Company shall
promptly appoint a successor Trustee of such Trust in a jurisdiction where there
are no Avoidable Taxes. As used herein, an "AVOIDABLE TAX" in respect of such
Trust means a state or local tax: (i) upon (w) such Trust, (x) such Trust
Property, (y) Certificateholders of such Trust or (z) the Trustee for which the
Trustee is entitled to seek reimbursement from the Trust Property of such Trust,
and (ii) which would be avoided if the Trustee were located in another state, or
jurisdiction within a state, within the United States of America. A tax shall
not be an Avoidable Tax in respect of any Trust if the Company or any Owner
Trustee shall agree to pay, and shall pay, such tax.

            (f) If the Trustee shall resign, be removed or become incapable of
acting as Trustee of any Trust or if a vacancy shall occur in the office of the
Trustee of any Trust for any cause, the Company shall promptly appoint a
successor Trustee of such Trust. If, within one year after such resignation,
removal or incapability, or other occurrence of such vacancy, a successor
Trustee of such Trust shall be appointed by Direction of the Certificateholders
of the related series holding Certificates of such series evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in such
Trust delivered to the Company, any related Owner Trustees, the related Loan
Trustee and the retiring Trustee, then the successor

                                       38


Trustee of such Trust so appointed shall, with the approval of the Company of
such appointment, which approval shall not be unreasonably withheld, forthwith
upon its acceptance of such appointment, become the successor Trustee of such
Trust and supersede the successor Trustee of such Trust appointed by the Company
as provided above. If no successor Trustee shall have been so appointed by the
Company as provided above and accepted appointment in the manner hereinafter
provided, the resigning Trustee or any Certificateholder who has been a bona
fide Certificateholder of the related series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee of such Trust.

            (g) The successor Trustee of a Trust shall give notice of the
resignation and removal of the Trustee and appointment of the successor Trustee
by mailing written notice of such event by first-class mail, postage prepaid, to
the Certificateholders of the related series as their names and addresses appear
in the Register. Each notice shall include the name of such successor Trustee
and the address of its Corporate Trust Office.

      Section 7.10. Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute and deliver to the Company and to the
retiring Trustee with respect to any or all Trusts an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
with respect to such trust or Trusts shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on
request of the Company or the successor Trustee, such retiring Trustee shall
execute and deliver an instrument transferring to such successor Trustee all
such rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all Trust Property held by such
retiring Trustee in respect of such Trusts hereunder (subject nevertheless to
its lien, if any, provided for in Section 7.07) and all books and records, or
true, correct and complete copies thereof, held by such retiring Trustee in
respect of such Trusts hereunder. Upon request of any such successor Trustee,
the Company, the retiring Trustee and such successor Trustee shall execute and
deliver any and all instruments containing such provisions as shall be necessary
or desirable to transfer and confirm to, and for more fully and certainly
vesting in, such successor Trustee all such rights, powers and trusts.

      If a successor Trustee is appointed with respect to one or more (but not
all) Trusts, the Company, the predecessor Trustee and each successor Trustee
with respect to any Trust shall execute and deliver a supplemental agreement
hereto which shall contain such provisions as shall be deemed necessary or
desirable to confirm that all of the rights, powers, trusts and duties of the
predecessor Trustee with respect to the Trusts as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Basic Agreement and the
applicable Trust Supplements as shall be necessary to provide for or facilitate
the administration of the Trusts under this Agreement by more than one Trustee,
it being understood that nothing herein or in such supplemental agreement shall
constitute such Trustees as co-Trustees of the same Trust and that each such
Trustee shall be Trustee of separate Trusts.

      No institution shall accept its appointment as a Trustee hereunder unless
at the time of such acceptance such institution shall be qualified and eligible
under this Article VII.

                                       39


      Section 7.11. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; provided, however,
that such corporation shall be otherwise qualified and eligible under this
Article VII, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Certificates shall have been
executed or authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such execution or authentication and deliver the Certificates so
executed or authenticated with the same effect as if such successor Trustee had
itself executed or authenticated such Certificates.

      Section 7.12. Maintenance of Agencies. (a) With respect to each series of
Certificates, there shall at all times be maintained an office or agency in the
location set forth in Section 12.04 or at such other location as may be
specified in the applicable Trust Supplement where Certificates of such series
may be presented or surrendered for registration of transfer or for exchange,
and for payment thereof, and where notices and demands to or upon the Trustee in
respect of such Certificates or this Agreement may be served; provided, however,
that, if it shall be necessary that the Trustee maintain an office or agency in
another location with respect to the Certificates of any series (e.g., the
Certificates of such series shall be represented by Definitive Certificates and
shall be listed on a national securities exchange), the Trustee will make all
reasonable efforts to establish such an office or agency. Written notice of the
location of each such other office or agency and of any change of location
thereof shall be given by the Trustee to the Company, any Owner Trustees, the
Loan Trustees (in the case of any Owner Trustee or Loan Trustee, at its address
specified in the Note Documents or such other address as may be notified to the
Trustee) and the Certificateholders of such series. In the event that no such
office or agency shall be maintained or no such notice of location or of change
of location shall be given, presentations and demands may be made and notices
may be served at the Corporate Trust Office of the Trustee.

            (b) There shall at all times be a Registrar and a Paying Agent
hereunder with respect to the Certificates of each series. Each such Authorized
Agent shall be a bank, trust company, or other financial institution organized
and doing business under the laws of the United States or any state thereof,
with a combined capital and surplus of at least $75,000,000 (or a combined
capital and surplus in excess of $5,000,000, the obligations of which are fully
and unconditionally guaranteed by a corporation organized and doing business
under the laws of the United States or any state or territory thereof or the
District of Columbia, with a combined capital and surplus of at least
$75,000,000), and shall be authorized under such laws to exercise corporate
trust powers, subject to supervision by federal or state authorities. The
Trustee shall initially be the Paying Agent and, as provided in Section 3.04,
Registrar hereunder with respect to the Certificates of each series. Each
Registrar other than the Trustee shall furnish to the Trustee, at stated
intervals of not more than six months, and at such other times as the Trustee
may request in writing, a copy of the Register maintained by such Registrar.

            (c) Any corporation into which any Authorized Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger,

                                       40


consolidation or conversion to which any Authorized Agent shall be a party, or
any corporation succeeding to the corporate trust business of any Authorized
Agent, shall be the successor of such Authorized Agent, if such successor
corporation is otherwise eligible under this Section 7.12, without the execution
or filing of any paper or any further act on the part of the parties hereto or
such Authorized Agent or such successor corporation.

            (d) Any Authorized Agent may at any time resign by giving written
notice of resignation to the Trustee, the Company, any related Owner Trustees
and the related Loan Trustees. The Company may, and at the request of the
Trustee shall, at any time terminate the agency of any Authorized Agent by
giving written notice of termination to such Authorized Agent and to the
Trustee. Upon the resignation or termination of an Authorized Agent or in case
at any time any such Authorized Agent shall cease to be eligible under this
Section 7.12 (when, in either case, no other Authorized Agent performing the
functions of such Authorized Agent shall have been appointed), the Company shall
promptly appoint one or more qualified successor Authorized Agents, reasonably
satisfactory to the Trustee, to perform the functions of the Authorized Agent
which has resigned or whose agency has been terminated or who shall have ceased
to be eligible under this Section 7.12. The Company shall give written notice of
any such appointment made by it to the Trustee, any related Owner Trustees and
the related Loan Trustees; and in each case the Trustee shall mail notice of
such appointment to all Certificateholders of the related series as their names
and addresses appear on the Register for such series.

            (e) The Company agrees to pay, or cause to be paid, from time to
time to each Authorized Agent such compensation for its services as the Company
and the Trustee may agree in writing from time to time and to reimburse it for
its reasonable expenses to the extent set forth in Section 7.07(2).

      Section 7.13. Money for Certificate Payments to Be Held in Trust. All
moneys deposited with any Paying Agent for the purpose of any payment on
Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section 7.13. Moneys so deposited and held in trust shall constitute a separate
trust fund for the benefit of the Certificateholders with respect to which such
money was deposited.

      The Trustee may at any time, for the purpose of obtaining the satisfaction
and discharge of this Agreement or for any other purpose, direct any Paying
Agent to pay to the Trustee all sums held in trust by such Paying Agent, such
sums to be held by the Trustee upon the same trusts as those upon which such
sums were held by such Paying Agent; and, upon such payment by any Paying Agent
to the Trustee, such Paying Agent shall be released from all further liability
with respect to such money.

      Section 7.14. Registration of Equipment Notes in Trustee's Name. Subject
to the provisions of any Intercreditor Agreement and Section 12.03 hereof, the
Trustee agrees that all Equipment Notes to be purchased by any Trust, Specified
Investments, if any, to be held by the Trustee on behalf of a Trust and
Permitted Investments, if any, to be held by the Trustee on behalf of a Trust
shall be issued in the name of the Trustee as trustee for the applicable Trust
or its nominee and held by the Trustee in trust for the benefit of the
Certificateholders of such

                                       41


series, or, if not so held, the Trustee or its nominee shall be reflected as the
owner of such Equipment Notes, Specified Investments or Permitted Investments,
as the case may be, in the register of the issuer of such Equipment Notes,
Specified Investments or Permitted Investments, as the case may be. In no event
shall the Trustee invest in, or hold, Equipment Notes, Specified Investments or
Permitted Investments in a manner that would cause the Trustee not to have the
ownership interest in (or a securities entitlement with respect to) such
Equipment Notes, Specified Investments or Permitted Investments under the
applicable provisions of the Uniform Commercial Code in effect where the Trustee
holds such Equipment Notes, Specified Investments or Permitted Investments or
other applicable law then in effect.

      Section 7.15. Representations and Warranties of Trustee. The Trustee
hereby represents and warrants that:

                  (a) the Trustee is a national banking association duly
      organized and validly existing in good standing under the laws of the
      United States of America.

                  (b) the Trustee has full power, authority and legal right to
      execute, deliver and perform this Agreement, any Intercreditor Agreement,
      any Liquidity Facility, the Certificates and the Note Purchase Agreements
      and has taken all necessary action to authorize the execution, delivery
      and performance by it of this Agreement, any Intercreditor Agreement, any
      Liquidity Facility, the Certificates and the Note Purchase Agreements;

                  (c) the execution, delivery and performance by the Trustee of
      this Agreement, any Intercreditor Agreement, any Liquidity Facility, the
      Certificates and the Note Purchase Agreements (i) will not violate any
      provision of any United States federal law or the law of the state of the
      United States where it is located governing the banking and trust powers
      of the Trustee or any order, writ, judgment, or decree of any court,
      arbitrator or governmental authority applicable to the Trustee or any of
      its assets, (ii) will not violate any provision of the charter documents
      or by-laws of the Trustee, and (iii) will not violate any provision of, or
      constitute, with or without notice or lapse of time or both, a default
      under, or result in the creation or imposition of any lien on any
      properties included in the Trust Property pursuant to the provisions of
      any mortgage, indenture, contract, agreement or other undertaking to which
      it is a party, which violation, default or lien could reasonably be
      expected to have an adverse effect on the Trustee's performance or ability
      to perform its duties hereunder or thereunder or on the transactions
      contemplated herein or therein;

                  (d) the execution, delivery and performance by the Trustee of
      this Agreement, any Intercreditor Agreement, any Liquidity Facility, the
      Certificates and the Note Purchase Agreements will not require the
      authorization, consent, or approval of, the giving of notice to, the
      filing or registration with, or the taking of any other action in respect
      of, any governmental authority or agency of the United States or the state
      of the United States where it is located regulating the banking and
      corporate trust activities of the Trustee;

                                       42


                  (e) this Agreement, any Intercreditor Agreement, any Liquidity
      Facility, the Certificates and the Note Purchase Agreements have been or
      will be duly executed and delivered by the Trustee and constitute or upon
      such execution and delivery will constitute the legal, valid and binding
      agreements of the Trustee, enforceable against it in accordance with their
      respective terms; provided, however, that enforceability may be limited by
      (i) applicable bankruptcy, insolvency, reorganization, moratorium or
      similar laws affecting the rights of creditors generally and (ii) general
      principles of equity; and

                  (f) the statements made by it in a Statement of Eligibility on
      Form T-1 supplied or to be supplied to the Company in connection with the
      registration of any Certificates are and will be true and accurate subject
      to the qualifications set forth therein; and that such statement complies
      and will comply in all material respects with the requirements of the
      Trust Indenture Act and the Securities Act.

      The representation and warranties set forth above shall be deemed to be
made by the Trustee on each Issuance Date, except as otherwise provided in the
applicable Trust Supplement.

      Section 7.16. Withholding Taxes; Information Reporting. As to the
Certificates of any series, the Trustee, as trustee of the related grantor trust
created by this Agreement, shall exclude and withhold from each distribution of
principal, premium, if any, and interest and other amounts due under this
Agreement or under the Certificates of such series any and all withholding taxes
applicable thereto as required by law. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Certificates of such series, to withhold such amounts
and timely pay the same to the appropriate authority in the name of and on
behalf of the Certificateholders of such series, that it will file any necessary
withholding tax returns or statements when due, and that, as promptly as
possible after the payment thereof, it will deliver to each such
Certificateholder of such series appropriate documentation showing the payment
thereof, together with such additional documentary evidence as such
Certificateholders may reasonably request from time to time. The Trustee agrees
to file any other information reports as it may be required to file under United
States law.

      Section 7.17. Trustee's Liens. The Trustee in its individual capacity
agrees that it will, in respect of each Trust created by this Agreement, at its
own cost and expense (and without the right of indemnity hereunder, including
Section 7.07), promptly take any action as may be necessary to duly discharge
and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security
interest or claim ("TRUSTEE'S LIENS") on or with respect to the Trust Property
of such Trust which is attributable to the Trustee either (i) in its individual
capacity and which is unrelated to the transactions contemplated by this
Agreement or the related Note Documents or (ii) as Trustee under this Agreement
or in its individual capacity and which arises out of acts or omissions which
are not contemplated by this Agreement.

      Section 7.18. Preferential Collection of Claims. The Trustee shall comply
with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee
shall resign or be removed as Trustee, it shall be subject to Section 311(a) of
the Trust Indenture Act to the extent provided therein.

                                       43


                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

      Section 8.01. The Company to Furnish Trustee with Names and Addresses of
Certificateholders. The Company will furnish to the Trustee within 15 days after
each Record Date with respect to a Scheduled Payment, and at such other times as
the Trustee may request in writing within 30 days after receipt by the Company
of any such request, a list, in such form as the Trustee may reasonably require,
of all information in the possession or control of the Company as to the names
and addresses of the Certificateholders of each series, in each case as of a
date not more than 15 days prior to the time such list is furnished; provided,
however, that so long as the Trustee is the sole Registrar for such series, no
such list need be furnished; and provided further, however, that no such list
need be furnished for so long as a copy of the Register is being furnished to
the Trustee pursuant to Section 7.12.

      Section 8.02. Preservation of Information; Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders of each
series contained in the most recent list furnished to the Trustee as provided in
Section 7.12 or Section 8.01, as the case may be, and the names and addresses of
Certificateholders of each series received by the Trustee in its capacity as
Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a
new list so furnished.

      Section 8.03. Reports by Trustee. Within 60 days after May 15 of each year
commencing with the first full year following the issuance of any series of
Certificates, the Trustee shall transmit to the Certificateholders of such
series, as provided in Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15, if required by and in compliance with Section 313(a) of
the Trust Indenture Act. The Trustee shall also transmit to Certificateholders
such reports, if any, as may be required pursuant to Section 313(b) of the Trust
Indenture Act at the times and in the manner provided pursuant thereto and to
Section 313(c) thereof.

      Section 8.04. Reports by the Company. The Company shall:

                  (a) file with the Trustee, within 30 days after the Company is
      required to file the same with the SEC, copies of the annual reports and
      of the information, documents and other reports (or copies of such
      portions of any of the foregoing as the SEC may from time to time by rules
      and regulations prescribe) which the Company is required to file with the
      SEC pursuant to section 13 or section 15(d) of the Securities Exchange Act
      of 1934, as amended; or, if the Company is not required to file
      information, documents or reports pursuant to either of such sections,
      then to file with the Trustee and the SEC, in accordance with rules and
      regulations prescribed by the SEC, such of the supplementary and periodic
      information, documents and reports which may be required pursuant to
      section 13 of the Securities Exchange Act of 1934, as amended, in respect
      of a security listed and registered on a national securities exchange as
      may be prescribed in such rules and regulations;

                                       44


                  (b) file with the Trustee and the SEC, in accordance with the
      rules and regulations prescribed by the SEC, such additional information,
      documents and reports with respect to compliance by the Company with the
      conditions and covenants of the Company provided for in this Agreement, as
      may be required by such rules and regulations, including, in the case of
      annual reports, if required by such rules and regulations, certificates or
      opinions of independent public accountants, conforming to the requirements
      of Section 1.02;

                  (c) transmit to all Certificateholders, in the manner and to
      the extent provided in Section 313(c) of the Trust Indenture Act, such
      summaries of any information, documents and reports required to be filed
      by the Company pursuant to subsections (a) and (b) of this Section 8.04 as
      may be required by rules and regulations prescribed by the SEC; and

                  (d) furnish to the Trustee, not less often than annually, a
      brief certificate from the principal executive officer, principal
      financial officer or principal accounting officer as to his or her
      knowledge of the Company's compliance with all conditions and covenants of
      the Company under this Agreement (it being understood that for purposes of
      this paragraph (d), such compliance shall be determined without regard to
      any period of grace or requirement of notice provided under this
      Agreement).

                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

      Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of any Certificateholders, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company's request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to an
Intercreditor Agreement, a Note Purchase Agreement, a Liquidity Facility or a
Parent Guarantee, for any of the following purposes:

            (1) to provide for the formation of a Trust, the issuance of a
      series of Certificates and other matters contemplated by Section 2.01(b)
      or to add, or to change or eliminate, any provision effecting a series of
      Certificates not yet issued, including to make appropriate provisions for
      a Parent Guarantee; or

            (2) to evidence the succession of another Person to the Company and
      the assumption by any such successor of the covenants of the Company
      herein contained or of the Company's obligations under any Intercreditor
      Agreement, any Note Purchase Agreement, or any Liquidity Facility or, if
      applicable, to evidence the succession of another Person to the Parent and
      the assumption by any such successor of the covenants of the Parent
      contained in this Agreement or of the Parent's obligations under any
      Parent Guarantee; or

            (3) to add to the covenants of the Company or the Parent for the
      benefit of the Certificateholders of any series, or to surrender any right
      or power conferred upon the

                                       45


      Company or the Parent in this Agreement, any Note Purchase Agreement, any
      Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee;
      or

            (4) to correct or supplement any provision in this Agreement, any
      Intercreditor Agreement, any Note Purchase Agreement, any Liquidity
      Facility or any Parent Guarantee which may be defective or inconsistent
      with any other provision herein or therein or to cure any ambiguity or to
      modify any other provision with respect to matters or questions arising
      under this Agreement, any Intercreditor Agreement, any Note Purchase
      Agreement, any Liquidity Facility or any Parent Guarantee, provided,
      however, that any such action shall not materially adversely affect the
      interests of the Certificateholders of any series; to correct any mistake
      in this Agreement, any Intercreditor Agreement, any Note Purchase
      Agreement, any Liquidity Facility or any Parent Guarantee; or, as provided
      in any Intercreditor Agreement, to give effect to or provide for a
      Replacement Liquidity Facility (as defined in such Intercreditor
      Agreement); or

            (5) to comply with any requirement of the SEC, any applicable law,
      rules or regulations of any exchange or quotation system on which the
      Certificates of any series are listed or of any regulatory body; or

            (6) to modify, eliminate or add to the provisions of this Agreement,
      any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity
      Facility or Parent Guarantee to such extent as shall be necessary to
      continue or obtain the qualification of this Agreement, any Intercreditor
      Agreement, any Note Purchase Agreement, any Liquidity Facility or any
      Parent Guarantee under the Trust Indenture Act or under any similar
      Federal statute hereafter enacted, and to add to this Agreement, any
      Intercreditor Agreement, any Note Purchase Agreement, any Liquidity
      Facility or any Parent Guarantee such other provisions as may be expressly
      permitted by the Trust Indenture Act, excluding, however, the provisions
      referred to in Section 316(a)(2) of the Trust Indenture Act as in effect
      at the date as of which this Basic Agreement was executed or any
      corresponding provision in any similar Federal statute hereafter enacted;
      or

            (7) to evidence and provide for the acceptance of appointment under
      this Agreement, any Intercreditor Agreement, any Note Purchase Agreement,
      any Liquidity Facility or any Parent Guarantee by a successor Trustee with
      respect to one or more Trusts and to add to or change any of the
      provisions of this Agreement, any Intercreditor Agreement, any Liquidity
      Facility or any Parent Guarantee as shall be necessary to provide for or
      facilitate the administration of the Trust, pursuant to the requirements
      of Section 7.10; or

            (8) to provide the information required under Section 7.12 and
      Section 12.04 as to the Trustee; or

            (9) to add to or change any of the provisions of the Certificate of
      any series or this Agreement to such extent as shall be necessary to
      facilitate the issuance of Certificates of such series in bearer form or
      to facilitate or provide for the issuance of

                                       46


      Certificates of such series in global form in addition to or in place of
      Certificates in certificated form; or

            (10) to provide for the delivery of agreements supplemental to this
      Agreement or the Certificates of any series in or by any means of any
      computerized, electronic or other medium, including without limitation by
      computer diskette; or

            (11) to correct or supplement the description of any property
      constituting property of such Trust; or

            (12) to modify, eliminate or add to the provisions of this Basic
      Agreement, any Trust Supplement or any applicable Note Purchase Agreement
      in order to reflect the substitution of a Substitute Aircraft for any
      aircraft; or

            (13) to comply with any requirement of the SEC in connection with
      the qualification of this Agreement, any Parent Guarantee or any other
      agreement or instrument related to the Certificates of any series under
      the Trust Indenture Act; or

            (14) to make any other amendments or modifications hereto, provided,
      however, that such amendments or modifications shall apply to Certificates
      of any series to be thereafter issued;

provided, however, that no such supplemental agreement shall adversely affect
the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter
J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended,
for U.S. federal income tax purposes.

      Section 9.02. Supplemental Agreements with Consent of Certificateholders.
With respect to each separate Trust and the series of Certificates relating
thereto, with the consent of the Certificateholders holding Certificates of such
series (including consents obtained in connection with a tender offer or
exchange offer for the Certificates) evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in such Trust, by Direction of
said Certificateholders delivered to the Company and the Trustee, the Company,
and, if applicable, the Parent may, but shall not be obligated to, and the
Trustee (subject to Section 9.03) shall, enter into an agreement or agreements
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement, any
Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee to the
extent applicable to such Certificateholders or of modifying in any manner the
rights and obligations of such Certificateholders under this Agreement, any
Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee;
provided, however, that no such agreement shall, without the consent of the
Certificateholder of each Outstanding Certificate adversely affected thereby:

            (1) reduce in any manner the amount of, or delay the timing of, any
      receipt by the Trustee of payments on the Equipment Notes held in such
      Trust or distributions that are required to be made herein on any
      Certificate of such series, or change any date of payment on any
      Certificate of such series, or change the place of payment where, or the
      coin or currency in which, any Certificate of such series is payable
      (other than as provided for in such Certificate), or impair the right to
      institute suit for the enforcement

                                       47


      of any such payment or distribution on or after the Regular Distribution
      Date or Special Distribution Date applicable thereto; or

            (2) permit the disposition of any Equipment Note included in the
      Trust Property of such Trust except as permitted by this Agreement, or
      otherwise deprive such Certificateholder of the benefit of the ownership
      of the Equipment Notes in such Trust; or

            (3) alter the priority of distributions specified in the relevant
      Intercreditor Agreement, if any, in a manner materially adverse to the
      interests of the Certificateholders of any series; or

            (4) reduce the specified percentage of the aggregate Fractional
      Undivided Interests of such Trust that is required for any such
      supplemental agreement, or reduce such specified percentage required for
      any waiver (of compliance with certain provisions of this Agreement or
      certain defaults hereunder and their consequences) provided for in this
      Agreement; or

            (5) modify any of the provisions of this Section 9.02 or Section
      6.05, except to increase any such percentage or to provide that certain
      other provisions of this Agreement cannot be modified or waived without
      the consent of the Certificateholder of each Certificate of such series
      affected thereby; or

            (6) adversely affect the status of any Trust as a grantor trust
      under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the
      Internal Revenue Code of 1986, as amended, for U.S. federal income tax
      purposes.

      It shall not be necessary for any Direction of such Certificateholders
under this Section 9.02 to approve the particular form of any proposed
supplemental agreement, but it shall be sufficient if such Direction shall
approve the substance thereof.

      Section 9.03. Documents Affecting Immunity or Indemnity. If in the opinion
of the Trustee any document required to be executed by it pursuant to the terms
of Section 9.01 or 9.02 affects any interest, right, duty, immunity or indemnity
in favor of the Trustee under this Basic Agreement or any Trust Supplement, the
Trustee may in its discretion decline to execute such document.

      Section 9.04. Execution of Supplemental Agreements. In executing, or
accepting the additional trusts created by, any supplemental agreement permitted
by this Article IX or the modifications thereby of the trusts created by this
Agreement, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement.

      Section 9.05. Effect of Supplemental Agreements. Upon the execution of any
agreement supplemental to this Agreement under this Article IX, this Agreement
shall be modified in accordance therewith, and such supplemental agreement shall
form a part of this Agreement for all purposes; and every Certificateholder of
each series theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby to the extent applicable to such series.

                                       48


      Section 9.06. Conformity with Trust Indenture Act. Every supplemental
agreement executed pursuant to this Article IX shall conform to the requirements
of the Trust Indenture Act as then in effect.

      Section 9.07. Reference in Certificates to Supplemental Agreements.
Certificates of each series authenticated and delivered after the execution of
any supplemental agreement applicable to such series pursuant to this Article IX
may bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental agreement; and, in such case, suitable notation may be
made upon Outstanding Certificates of such series after proper presentation and
demand.

                                    ARTICLE X

                AMENDMENTS TO INDENTURES AND OTHER NOTE DOCUMENTS

      Section 10.01. Amendments and Supplements to Indentures and Other Note
Documents. In the event that the Trustee, as holder (or beneficial owner through
the Subordination Agent) of any Equipment Notes (or as a prospective purchaser
of any Postponed Notes) in trust for the benefit of the Certificateholders of
any series or as Controlling Party under an Intercreditor Agreement, receives
(directly or indirectly through the Subordination Agent) a request for a consent
to any amendment, modification, waiver or supplement under any Indenture, other
Note Document or any other related document, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement to each
Certificateholder of such series registered on the Register as of the date of
such notice. The Trustee shall request from the Certificateholders of such
series a Direction as to (a) whether or not to take or refrain from taking (or
direct the Subordination Agent to take or refrain from taking) any action which
a holder of (or, with respect to Postponed Notes, a prospective purchaser of)
such Equipment Note has the option to direct, (b) whether or not to give or
execute (or direct the Subordination Agent to give or execute) any waivers,
consents, amendments, modifications or supplements as a holder of (or, with
respect to Postponed Notes, a prospective purchaser of) such Equipment Note or a
Controlling Party and (c) how to vote (or direct the Subordination Agent to
vote) any Equipment Note (or, with respect to a Postponed Note, its commitment
to acquire such Postponed Note) if a vote has been called for with respect
thereto. Provided such a request for Certificateholder Direction shall have been
made, in directing any action or casting any vote or giving any consent as the
holder of any Equipment Note (or in directing the Subordination Agent in any of
the foregoing), (i) other than as Controlling Party, the Trustee shall vote for
or give consent to any such action with respect to such Equipment Note (or
Postponed Note) in the same proportion as that of (A) the aggregate face amount
of all Certificates actually voted in favor of or for giving consent to such
action by such Direction of Certificateholders to (B) the aggregate face amount
of all Outstanding Certificates and (ii) as Controlling Party, the Trustee shall
vote as directed in such Certificateholder Direction by the Certificateholders
of such series evidencing a Fractional Undivided Interest aggregating not less
than a majority in interest in the Trust. For purposes of the immediately
preceding sentence, a Certificate shall have been "actually voted" if the Holder
of such Certificate has delivered to the Trustee an instrument evidencing such
Holder's consent to such Direction prior to one Business Day before the Trustee
directs such action or casts such vote or gives such consent. Notwithstanding
the foregoing, but subject to Section 6.04 and any Intercreditor Agreement, the
Trustee may, with respect to the Certificates of any series, in its

                                       49


own discretion and at its own direction, consent and notify the relevant Loan
Trustee of such consent (or direct the Subordination Agent to consent and notify
the Loan Trustee of such consent) to any amendment, modification, waiver or
supplement under any related Indenture or any other related Note Document if an
Event of Default hereunder shall have occurred and be continuing or if such
amendment, modification, waiver or supplement will not materially adversely
affect the interests of the Certificateholders of such series.

                                   ARTICLE XI

                              TERMINATION OF TRUSTS

      Section 11.01. Termination of the Trusts. In respect of each Trust created
by the Basic Agreement as supplemented by a related Trust Supplement, the
respective obligations and responsibilities of the Company and the Trustee and,
if applicable, the Parent, with respect to such Trust shall terminate upon the
distribution to all Holders of Certificates of the series of such Trust and the
Trustee of all amounts required to be distributed to them pursuant to this
Agreement and the disposition of all property held as part of the Trust Property
of such Trust; provided, however, that in no event shall such Trust continue
beyond 21 years less one day following the death of the last survivor of all
descendants living on the date hereof of Joseph P. Kennedy, Sr., unless
applicable law shall permit a longer term, in which case such longer term shall
apply.

      Notice of any termination of a Trust, specifying the applicable Regular
Distribution Date (or applicable Special Distribution Date, as the case may be)
upon which the Certificateholders of any series may surrender their Certificates
to the Trustee for payment of the final distribution and cancellation, shall be
mailed promptly by the Trustee to Certificateholders of such series not earlier
than the minimum number of days and not later than the maximum number of days
specified therefor in the related Trust Supplement preceding such final
distribution specifying (A) the Regular Distribution Date (or Special
Distribution Date, as the case may be) upon which the proposed final payment of
the Certificates of such series will be made upon presentation and surrender of
Certificates of such series at the office or agency of the Trustee therein
specified, (B) the amount of any such proposed final payment, and (C) that the
Record Date otherwise applicable to such Regular Distribution Date (or Special
Distribution Date, as the case may be) is not applicable, payments being made
only upon presentation and surrender of the Certificates of such series at the
office or agency of the Trustee therein specified. The Trustee shall give such
notice to the Registrar at the time such notice is given to Certificateholders
of such series. Upon presentation and surrender of the Certificates of such
series in accordance with such notice, the Trustee shall cause to be distributed
to Certificateholders of such series amounts distributable on such Regular
Distribution Date (or Special Distribution Date, as the case may be) pursuant to
Section 4.02.

      In the event that all of the Certificateholders of such series shall not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders of such series to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. No additional interest shall accrue on the Certificates of such
series after any Regular Distribution Date (or Special Distribution Date, as the
case may be) of such series,

                                       50


as specified in the first written notice. In the event that any money held by
the Trustee for the payment of distributions on the Certificates of such series
shall remain unclaimed for two years (or such lesser time as the Trustee shall
be satisfied, after 60 days' notice from the Company, is one month prior to the
escheat period provided under applicable law) after the final distribution date
with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate
amount of money relating to such Loan Trustee and shall give written notice
thereof to any related Owner Trustees and the Company.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

      Section 12.01. Limitation on Rights of Certificateholders. (a) The
insolvency, death or incapacity of any Certificateholder of any series shall not
operate to terminate this Agreement or the related Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them. No Certificateholder of any
series shall be entitled to revoke the related Trust.

            (b) No transfer, by operation of law or otherwise, of any
Certificate or other right, title and interest of any Certificateholder in and
to the applicable Trust Property or under the related Trust shall operate to
terminate the Trust or entitle such Certificateholder or any successor or
transferee of such Certificateholder to an accounting or to the transfer to it
of legal title to any part of such Trust Property.

      Section 12.02. Certificates Nonassessable and Fully Paid. Except as set
forth in the last sentence of this Section 12.02, Certificateholders of each
series shall not be personally liable for obligations of the related Trust, the
Fractional Undivided Interests represented by the Certificates of such series
shall be nonassessable for any losses or expenses of such Trust or for any
reason whatsoever, and Certificates of such series upon authentication thereof
by the Trustee pursuant to Section 3.02 are and shall be deemed fully paid. No
Certificateholder of such series shall have any right (except as expressly
provided herein) to vote or in any manner otherwise control the operation and
management of the related Trust Property, the related Trust, or the obligations
of the parties hereto, nor shall anything set forth herein, or contained in the
terms of the Certificates of such series, be construed so as to constitute the
Certificateholders of such series from time to time as partners or members of an
association. Neither the existence of the Trust nor any provision in this
Agreement is intended to or shall limit the liability the Certificateholders
would otherwise incur if the Certificateholders owned Trust Property as
co-owners, or incurred any obligations of the Trust, directly rather than
through the Trust.

      Section 12.03. Registration of Equipment Notes in Name of Subordination
Agent. If a Trust is party to an Intercreditor Agreement, the Trustee agrees
that all Equipment Notes to be purchased by such Trust may be issued in the name
of the Subordination Agent under such Intercreditor Agreement or its nominee and
held by such Subordination Agent in trust for the benefit of the
Certificateholders, or, if not so held, such Subordination Agent or its nominee
shall

                                       51


be reflected as the owner of such Equipment Notes in the register of the issuer
of such Equipment Notes.

      Section 12.04. Notices. (a) Unless otherwise specifically provided or
permitted herein or in the applicable Trust Supplement with respect to any
Trust, all notices required or permitted under the terms and provisions of this
Basic Agreement or such Trust Supplement with respect to such Trust shall be in
English and in writing, and any such notice may be given by United States mail,
courier service or facsimile, or any other customary means of communication, and
any such notice shall be effective when delivered or received or, if mailed,
three days after deposit in the United States mail with proper postage for
ordinary mail prepaid, and if delivered by facsimile, upon completion of
transmission and confirmation by the sender (by a telephone call to a
representative of the recipient or by machine confirmation) that the
transmission was received),

                  if to the Company:

                  America West Airlines, Inc.
                  4000 East Sky Harbor Blvd.
                  Phoenix, AZ 85034
                  Attention:  Treasurer
                  Telephone:  (480) 693-3685
                  Fax:  (480) 693-5886

                  with a copy to the attention of the Company's Office
                  of the General Counsel at the same address:

                  Attention:  Aircraft Counsel
                  Fax:  (480) 693-5932

                  if to the Trustee:

                  U.S. Bank Trust National Association
                  Corporate Trust Services
                  300 Delaware Ave., 9th Floor
                  Wilmington, DE 19801
                  Facsimile: (302) 576-3717

                  with a copy to:

                  U.S. Bank Trust National Association
                  One Federal Street, 3rd Floor
                  Boston, MA 02110
                  Attention: John Brennan
                  Telephone: (617) 603-6576
                  Facsimile: (617) 603-6668

                                       52


            (b) The Company or the Trustee, by notice to the other, may
designate additional or different addresses for subsequent notices or
communications.

            (c) Any notice or communication to Certificateholders of any series
shall be mailed by first-class mail to the addresses for Certificateholders of
such series shown on the Register kept by the Registrar and to addresses filed
with the Trustee for Certificate Owners of such series; provided, however, that
if The Depository Trust Company, or Cede & Co., as its nominee, is the sole
Certificateholder of record, such notices or communications need only be sent to
The Depository Trust Company and may be sent by any means permitted under
subsection (a) above. Failure so to mail a notice or communication or any defect
in such notice or communication shall not affect its sufficiency with respect to
other Certificateholders or Certificate Owners of such series.

            (d) If a notice or communication is mailed in the manner provided
above within the time prescribed, it is conclusively presumed to have been duly
given, whether or not the addressee receives it.

            (e) If the Company mails a notice or communication to the
Certificateholders of such series, it shall mail a copy to the Trustee and to
each Paying Agent for such series at the same time.

            (f) Notwithstanding the foregoing, all communications or notices to
the Trustee shall be deemed to be given only when received by a Responsible
Officer of the Trustee.

            (g) The Trustee shall promptly furnish the Company with a copy of
any report, demand, notice or written communication received by the Trustee
hereunder from, or sent or furnished by the Trustee hereunder to, any
Certificateholder, Owner Trustee, Loan Trustee, Liquidity Provider,
Subordination Agent or other Person.

      Section 12.05. Governing Law and Venue; Waiver of Jury Trial. (a) THIS
BASIC AGREEMENT, TOGETHER WITH ALL TRUST SUPPLEMENTS AND CERTIFICATES, SHALL BE
DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND
GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereby
irrevocably submit to the jurisdiction of the courts of the State of New York
and the federal courts of the United States of America located in the State of
New York, solely in respect of the interpretation and enforcement of the
provisions of this Basic Agreement and of the documents referred to in this
Basic Agreement, and in respect of the transactions contemplated hereby, and
hereby waive, and agree not to assert, as a defense in any action, suit or
proceeding for the interpretation or enforcement hereof or of any such document,
that it is not subject thereto or that such action, suit or proceeding may not
be brought or is not maintainable in said courts or that the venue thereof may
not be appropriate or that this Basic Agreement or any such document may not be
enforced in or by such courts, and the parties hereto irrevocably agree that all
claims with respect to such action or proceeding shall be heard and determine in
such courts. The parties hereby consent to and grant any such court jurisdiction
over the person of such parties and consent to the jurisdiction of any such
court over the subject matter of such dispute and agree that mailing of process
or other papers in connection with any

                                       53


such action or proceeding in the manner provided in Section 12.04 or in such
other manner as may be permitted by law shall be valid and sufficient service
thereof.

            (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS BASIC
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS BASIC AGREEMENT. EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 12.05.

      Section 12.06. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the related Trust,
or of the Certificates of such series or the rights of the Certificateholders
thereof.

      Section 12.07. Trust Indenture Act Controls. This Agreement is subject to
the provisions of the Trust Indenture Act and shall, to the extent applicable,
be governed by such provisions. If any provision of this Agreement limits,
qualifies or conflicts with another provision which is required to be included
in this Agreement by the Trust Indenture Act, the required provision shall
control.

      Section 12.08. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

      Section 12.09. Successors and Assigns. All covenants, agreements,
representations and warranties in this Agreement by the Trustee and the Company
shall bind and, to the extent permitted hereby, shall inure to the benefit of
and be enforceable by their respective successors and assigns, whether so
expressed or not. Any request, notice, direction, consent, waiver or other
instrument or action by any Certificateholder shall bind the successors and
assigns of such Certificateholder.

      Section 12.10. Benefits of Agreement. Nothing in this Agreement or in the
Certificates of any series, express or implied, shall give to any Person, other
than the parties to this Agreement and their successors under this Agreement,
and the Certificateholders of each series,

                                       54


any benefit or any legal or equitable right, remedy or claim under this
Agreement, except as provided expressly herein.

      Section 12.11. Legal Holidays. In any case where any Regular Distribution
Date or Special Distribution Date relating to any Certificate of any series
shall not be a Business Day with respect to such series, then (notwithstanding
any other provision of this Agreement) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on such Regular Distribution Date or Special Distribution
Date, and no interest shall accrue during the intervening period.

      Section 12.12. Counterparts. For the purpose of facilitating the execution
of this Agreement and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all of which counterparts shall constitute but
one and the same instrument.

      Section 12.13. Communication by Certificateholders with Other
Certificateholders. Certificateholders of any series may communicate with other
Certificateholders of such series with respect to their rights under this Basic
Agreement, the related Trust Supplement or the Certificates of such series
pursuant to Section 312(b) of the Trust Indenture Act. The Company, the Trustee
and any and all other persons benefited by this Agreement shall have the
protection afforded by Section 312(c) of the Trust Indenture Act.

      Section 12.14. Intention of Parties. The parties to this Agreement intend
that each Trust be classified for U.S. federal income tax purposes as a grantor
trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of
1986, as amended, and not as a trust or association taxable as a corporation or
as a partnership. The powers granted and obligations undertaken pursuant to this
Agreement shall be construed so as to further such intent.

      Section 12.15. No Recourse Against Others. No past, present or future
director, officer, employee, agent, member, manager, trustee or stockholder, as
such, of the Company, the Parent or any successor Person or any Affiliate of any
thereof shall have any liability for any obligations of the Company, the Parent
or any successor Person or any Affiliate of any thereof, either directly or
through the Company, the Parent or any successor Person or any Affiliate of any
thereof, under the Certificates, this Agreement or any Parent Guarantee or for
any claim based on, in respect of or by reason of such obligations or their
creation, whether by virtue of any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise. By accepting a Certificate, each Certificateholder
agrees to the provisions of this Section 12.15 and waives and releases all such
liability. Such waiver and release shall be part of the consideration for the
issue of the Certificates.

                                       55


      IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized as of the day
and year first written above.

                                      AMERICA WEST AIRLINES, INC.

                                      By: ______________________________________
                                          Name:
                                          Title:

                                      U.S. BANK TRUST NATIONAL ASSOCIATION,
                                      as Trustee

                                      By: ______________________________________
                                          Name:
                                          Title:

                                       56


                                                                       EXHIBIT A

                               FORM OF CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.*

- ----------
*     This legend to appear on Book-Entry Certificates to be deposited with The
      Depository Trust Company.

              AMERICA WEST AIRLINES ____________ PASS THROUGH TRUST

                  Pass Through Certificate, Series ___________

                  Final Regular Distribution Date: _____, ____

evidencing a fractional undivided interest in a trust, the property of which
includes certain equipment notes each secured by Aircraft owned by or leased to
America West Airlines, Inc.

Certificate
No._________

$__________ Fractional Undivided Interest representing ._____% of the Trust per
$1,000 face amount

      THIS CERTIFIES THAT __________________, for value received, is the
registered owner of a $___________ (________ dollars) Fractional Undivided
Interest in the America West Airlines Pass Through Trust, Series [___] (the
"Trust") created by U.S. Bank Trust National Association, as trustee (the
"Trustee"), pursuant to a Pass Through Trust Agreement dated as of __________
__, 20__ (the "Basic Agreement"), between the Trustee and America West Airlines,
Inc., a corporation incorporated under Delaware law (the "Company"), as
supplemented by Trust Supplement No. _______ thereto dated __________, ____,
between the Trustee and the Company, (collectively, the "Agreement"), a summary
of certain of the pertinent provisions of which is set forth below. To the
extent not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Agreement. This Certificate is one of the duly
authorized Certificates designated as "___% America West Airlines Pass Through
Certificate, Series ____" (herein called the "Certificates"). This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement. By virtue of its acceptance hereof, the Certificateholder of this
Certificate assents to and agrees to be bound by the provisions of the

                                       A-1


Agreement and any related Intercreditor Agreement. The property of the Trust
includes certain Equipment Notes and all rights of the Trust to receive any
payments under any Intercreditor Agreement or Liquidity Facility (the "Trust
Property"). Each issue of the Equipment Notes is or will be secured by, among
other things, a security interest in aircraft leased to or owned by the Company.

      The Certificates represent fractional undivided interests in the Trust and
the Trust Property, and have no rights, benefits or interest in respect of any
other separate trust established pursuant to the terms of the Basic Agreement
for any other series of certificates issued pursuant thereto.

      Subject to and in accordance with the terms of the Agreement and any
related Intercreditor Agreement, from funds then available to the Trustee, there
will be distributed on each __________ and ___________ (a "Regular Distribution
Date"), commencing on _________, ____, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding the
Regular Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular Distribution Date, the receipt of which has
been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement and any related Intercreditor Agreement, in the event that Special
Payments on the Equipment Notes are received by the Trustee, from funds then
available to the Trustee, there shall be distributed on the applicable Special
Distribution Date, to the Person in whose name this Certificate is registered at
the close of business on the 15th day preceding the Special Distribution Date,
an amount in respect of such Special Payments on the Equipment Notes, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received. If a Regular Distribution
Date or Special Distribution Date is not a Business Day, distribution shall be
made on the immediately following Business Day with the same force and effect as
if made on such Regular Distribution Date or Special Distribution Date and no
interest shall accrue during the intervening period. The Trustee shall mail
notice of each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.

      Distributions on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto, without the presentation or surrender of
this Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after notice mailed by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Trustee specified in such notice.

      The Certificates do not represent a direct obligation of, or an obligation
guaranteed by, or an interest in, the Company or the Trustee or any affiliate
thereof. The Certificates are limited in right of payment, all as more
specifically set forth on the face hereof and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will

                                       A-2


look solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the
Agreement. This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby.
A copy of the Agreement may be examined during normal business hours at the
principal office of the Trustee, and at such other places, if any, designated by
the Trustee, by any Certificateholder upon request.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders of any of
the Certificates.

      As provided in the Agreement and subject to certain limitations set forth
therein, the transfer of this Certificate is registrable in the Register upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.

      The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $1,000 Fractional Undivided Interest and
integral multiples thereof except that one Certificate may be issued in a
different denomination. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.

      No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.

      The Trustee, the Registrar, and any agent of the Trustee or the Registrar
may treat the person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Registrar, nor any such
agent shall be affected by any notice to the contrary.

      The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be

                                       A-3

distributed to them pursuant to the Agreement and the disposition of all
property held as part of the Trust Property.

      THIS CERTIFICATE AND THE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES AND CERTIFICATEHOLDERS HEREUNDER AND THEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.

      Unless the certificate of authentication hereon has been executed by the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                                      AMERICA WEST AIRLINES PASS THROUGH TRUST
                                      By: U.S. BANK TRUST NATIONAL ASSOCIATION,
                                      as Trustee

                                      By: ______________________________________

                                      Title: ___________________________________

Dated: _______________

                                      A-4


              [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

 This is one of the Certificates referred to in the within-mentioned Agreement.

                               U.S. BANK TRUST NATIONAL ASSOCIATION,
                               as Trustee

                               By: ___________________________
                                   Authorized Officer

                                      A-5

EX-4.20

                                                                    EXHIBIT 4.20

- --------------------------------------------------------------------------------

                          PASS THROUGH TRUST AGREEMENT

                            DATED ____________, 20__

                                     BETWEEN

                                US AIRWAYS, INC.

                                       AND

                      U.S. BANK TRUST NATIONAL ASSOCIATION

                                   AS TRUSTEE

- --------------------------------------------------------------------------------



                                TABLE OF CONTENTS

                                                                                                                     
ARTICLE I    DEFINITIONS...............................................................................................   2

           Section 1.01.  Definitions..................................................................................   2
           Section 1.02.  Compliance Certificates and Opinions.........................................................  11
           Section 1.03.  Form of Documents Delivered to Trustee.......................................................  11
           Section 1.04.  Directions of Certificateholders.............................................................  12

ARTICLE II   ORIGINAL ISSUANCE OF CERTIFICATES: ACQUISITION OF TRUST PROPERTY..........................................  13

           Section 2.01.  Amount Unlimited; Issuable in Series.........................................................  13
           Section 2.02.  Acquisition of Equipment Notes...............................................................  16
           Section 2.03.  Acceptance by Trustee........................................................................  18
           Section 2.04.  Limitation of Powers.........................................................................  18

ARTICLE III  THE CERTIFICATES..........................................................................................  18

           Section 3.01.  Form, Denomination and Execution of Certificates.............................................  18
           Section 3.02.  Authentication of Certificates...............................................................  19
           Section 3.03.  Temporary Certificates.......................................................................  19
           Section 3.04.  Transfer and Exchange........................................................................  20
           Section 3.05.  Book-Entry and Definitive Certificates.......................................................  21
           Section 3.06.  Mutilated, Destroyed, Lost or Stolen Certificates............................................  23
           Section 3.07.  Persons Deemed Owners........................................................................  23
           Section 3.08.  Cancellation.................................................................................  23
           Section 3.09.  Limitation of Liability for Payments.........................................................  24
           Section 3.10.  CUSIP Numbers................................................................................  24

ARTICLE IV   DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS...........................................................  24

           Section 4.01.  Certificate Account and Special Payments Account.............................................  24
           Section 4.02.  Distributions from Certificate Account and Special Payments Account..........................  25
           Section 4.03.  Statements to Certificateholders.............................................................  26
           Section 4.04.  Investment of Special Payment Moneys.........................................................  27

ARTICLE V    THE COMPANY...............................................................................................  28

           Section 5.01.  Maintenance of Corporate Existence...........................................................  28
           Section 5.02.  Consolidation, Merger, Etc...................................................................  28

ARTICLE VI   DEFAULT...................................................................................................  29

           Section 6.01.  Indenture Events of Default and Triggering Events............................................  29
           Section 6.02.  Incidents of Sale of Equipment Notes.........................................................  30
           Section 6.03.  Judicial Proceedings Instituted by Trustee; Trustee May Bring Suit...........................  31
           Section 6.04.  Control by Certificateholders................................................................  31
           Section 6.05.  Waiver of Past Defaults......................................................................  31
           Section 6.06.  Right of Certificateholders to Receive Payments Not to Be Impaired...........................  32
           Section 6.07.  Certificateholders May Not Bring Suit Except Under Certain Conditions........................  32



                                        i


                                TABLE OF CONTENTS

                                                                                                                     
           Section 6.08.  Remedies Cumulative..........................................................................  33
           Section 6.09.  Undertaking for Costs........................................................................  33

ARTICLE VII  THE TRUSTEE...............................................................................................  33

           Section 7.01.  Certain Duties and Responsibilities..........................................................  33
           Section 7.02.  Notice of Defaults...........................................................................  34
           Section 7.03.  Certain Rights of Trustee....................................................................  34
           Section 7.04.  Not Responsible for Recitals or Issuance of Certificates.....................................  36
           Section 7.05.  May Hold Certificates........................................................................  36
           Section 7.06.  Money Held in Trust..........................................................................  36
           Section 7.07.  Compensation and Reimbursement...............................................................  36
           Section 7.08.  Corporate Trustee Required; Eligibility......................................................  37
           Section 7.09.  Resignation and Removal; Appointment of Successor............................................  37
           Section 7.10.  Acceptance of Appointment by Successor.......................................................  39
           Section 7.11.  Merger, Conversion, Consolidation or Succession to Business..................................  39
           Section 7.12.  Maintenance of Agencies......................................................................  40
           Section 7.13.  Money for Certificate Payments to Be Held in Trust...........................................  41
           Section 7.14.  Registration of Equipment Notes in Trustee's Name............................................  41
           Section 7.15.  Representations and Warranties of Trustee....................................................  42
           Section 7.16.  Withholding Taxes; Information Reporting.....................................................  43
           Section 7.17.  Trustee's Liens..............................................................................  43
           Section 7.18.  Preferential Collection of Claims............................................................  43

ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE..........................................................  44

           Section 8.01.  The Company to Furnish Trustee with Names and Addresses of Certificateholders................  44
           Section 8.02.  Preservation of Information; Communications to Certificateholders............................  44
           Section 8.03.  Reports by Trustee...........................................................................  44
           Section 8.04.  Reports by the Company.......................................................................  44

ARTICLE IX   SUPPLEMENTAL AGREEMENTS...................................................................................  45

           Section 9.01.  Supplemental Agreements Without Consent of Certificateholders................................  45
           Section 9.02.  Supplemental Agreements with Consent of Certificateholders...................................  47
           Section 9.03.  Documents Affecting Immunity or Indemnity....................................................  48
           Section 9.04.  Execution of Supplemental Agreements.........................................................  48
           Section 9.05.  Effect of Supplemental Agreements............................................................  48
           Section 9.06.  Conformity with Trust Indenture Act..........................................................  49
           Section 9.07.  Reference in Certificates to Supplemental Agreements.........................................  49

ARTICLE X    AMENDMENTS TO INDENTURES AND OTHER NOTE DOCUMENTS.........................................................  49

           Section 10.01. Amendments and Supplements to Indentures and Other Note Documents............................  49

ARTICLE XI   TERMINATION OF TRUSTS.....................................................................................  50



                                       ii


                                TABLE OF CONTENTS

                                                                                                                     
           Section 11.01. Termination of the Trusts....................................................................  50

ARTICLE XII  MISCELLANEOUS PROVISIONS..................................................................................  51

           Section 12.01. Limitation on Rights of Certificateholders...................................................  51
           Section 12.02. Certificates Nonassessable and Fully Paid....................................................  51
           Section 12.03. Registration of Equipment Notes in Name of Subordination Agent...............................  51
           Section 12.04. Notices......................................................................................  52
           Section 12.05. Governing Law and Venue; Waiver of Jury Trial................................................  53
           Section 12.06. Severability of Provisions...................................................................  54
           Section 12.07. Trust Indenture Act Controls.................................................................  54
           Section 12.08. Effect of Headings and Table of Contents.....................................................  54
           Section 12.09. Successors and Assigns.......................................................................  54
           Section 12.10. Benefits of Agreement........................................................................  54
           Section 12.11. Legal Holidays...............................................................................  55
           Section 12.12. Counterparts.................................................................................  55
           Section 12.13. Communication by Certificateholders with Other Certificateholders............................  55
           Section 12.14. Intention of Parties.........................................................................  55
           Section 12.15. No Recourse Against Others...................................................................  55
EXHIBIT A
           FORM OF CERTIFICATE......................................................................................... A-1



                                       iii


Reconciliation and tie between US Airways Pass Through Trust Agreement, dated
_________, 20__ and the Trust Indenture Act of 1939. This reconciliation does
not constitute part of the Pass Through Trust Agreement.



Trust Indenture Act              Pass Through Trust
  of 1939 Section                Agreement Section
- ------------------------      -----------------------
                           
   310(a)(1)                   7.08
   310(a)(2)                   7.08
   312(a)                      3.05; 7.12; 8.01; 8.02
   313(a)                      8.03
   313(b)                      8.03
   314(a)(1)-(3)               8.04(a)-(c)
   314(a)(4)                   8.04(d)
   314 (c)(1)                  1.02
   314 (c)(2)                  1.02
   314 (d)(1)                  1.02; 7.13; 11.01
   314 (d)(2)                  1.02; 7.13; 11.01
   314 (d)(3)                  2.01
   314 (e)                     1.02
   315(b)                      7.02
   315(c)                      7.01(b)
   316(a)(last sentence)       1.04(c)
   316 (a)(1)(A)               6.04
   316 (a)(1)(B)               6.05
   316 (b)                     6.06
   316 (c)                     1.04(d)
   317(a)(1)                   6.03
   317(b)                      7.13
   318(a)                     12.07




                          PASS THROUGH TRUST AGREEMENT

      This PASS THROUGH TRUST AGREEMENT, dated as of _______, 20__ (the "BASIC
AGREEMENT"), between US AIRWAYS, INC., a Delaware corporation (the "COMPANY"),
and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as
Trustee, is made with respect to the formation from time to time of separate US
Airways Pass Through Trusts, and the issuance from time to time of separate
series of Pass Through Certificates representing fractional undivided interests
in the respective Trusts.

                                   W I T N E S S E T H:

      WHEREAS, from time to time, the Company, and the Trustee may enter into a
Trust Supplement (this and certain other defined terms used herein are defined
in Section 1.01) pursuant to which the Trustee shall declare the creation of a
separate Trust for the benefit of the Holders of the series of Certificates to
be issued in respect of such Trust, and the initial Holders of the Certificates
of such series, as the grantors of such Trust, by their respective acceptances
of the Certificates of such series, shall join in the creation of such Trust
with the Trustee;

      WHEREAS, all Certificates to be issued in respect of each separate Trust
will be issued as a separate series pursuant to this Agreement, will evidence
fractional undivided interests in such Trust and will have no rights, benefits
or interests in respect of any other separate Trust or the property held
therein, subject, however, to the provisions of any Intercreditor Agreement to
which one or more Trusts may be a party and to any provisions to the contrary in
any applicable Trust Supplement;

      WHEREAS, from time to time, pursuant to the terms and conditions of this
Agreement with respect to each separate Trust formed under this Agreement, the
Trustee on behalf of such Trust shall purchase one or more issues of Equipment
Notes, or notes issued by a separate trust or other entity secured by Equipment
Notes, having the same interest rate as, and final maturity dates not later than
the final Regular Distribution Date of, the series of Certificates issued in
respect of such Trust and, subject to the terms of any related Intercreditor
Agreement and to any terms to the contrary in any applicable Trust Supplement,
shall hold such Equipment Notes in trust for the benefit of the
Certificateholders of such Trust;

      WHEREAS, to facilitate the sale of Equipment Notes to, and the purchase of
Equipment Notes by, the Trustee on behalf of each Trust created from time to
time pursuant to this Agreement, the Company as the "issuer," as such term is
defined in and solely for purposes of the Securities Act of 1933, as amended, of
the Certificates to be issued in respect of each Trust and as the "obligor", as
such term is defined in and solely for purposes of the Trust Indenture Act has
duly authorized the execution and delivery of this Basic Agreement and is
undertaking to perform certain administrative and ministerial duties under this
Agreement and is also undertaking to pay the fees and expenses of the Trustee;
and

      WHEREAS, this Basic Agreement, as supplemented from time to time, is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions;



      NOW, THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.01. Definitions. For all purposes of this Basic Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

            (1) the terms used herein that are defined in this Article I have
      the meanings assigned to them in this Article I, and include the plural as
      well as the singular;

            (2) all other terms used herein that are defined in the Trust
      Indenture Act, either directly or by reference therein, or by the rules
      promulgated under the Trust Indenture Act, have the meanings assigned to
      them therein;

            (3) all references in this Basic Agreement to designated "Articles,"
      "Sections," "Subsections" and other subdivisions are to the designated
      Articles, Sections, Subsections and other subdivisions of this Basic
      Agreement;

            (4) the words "herein," "hereof" and "hereunder" and other words of
      similar import refer to this Basic Agreement as a whole and not to any
      particular Article, Section, Subsection or other subdivision;

            (5) unless the context otherwise requires, whenever the words
      "including," "include" or "includes" are used herein, it shall be deemed
      to be followed by the phrase "without limitation"; and

            (6) the term "this Agreement" (as distinguished from "this Basic
      Agreement") refers, unless the context otherwise requires, to this Basic
      Agreement as supplemented by the Trust Supplement creating a particular
      Trust and establishing the series of Certificates issued or to be issued
      in respect thereof, with reference to such Trust and such series of
      Certificates, as this Basic Agreement as so supplemented may be further
      supplemented with respect to such Trust and such series of Certificates.

      ACT: Has the meaning, with respect to any Certificateholder, specified in
Section 1.04(a).

      AFFILIATE: Means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such Person. For the purposes of this definition, "CONTROL,"
when used with respect to any specified Person, means the power, directly or
indirectly, to direct the management and policies of such Person, whether
through the ownership of voting securities or by contract or otherwise, and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.

      AIRCRAFT: Means one or more aircraft, including engines therefor, owned by
or leased to the Company and securing one or more Equipment Notes.

                                       2


      AUTHORIZED AGENT: Means, with respect to the Certificates of any series,
any Paying Agent or Registrar for the Certificates of such series.

      BASIC AGREEMENT: Means this Pass Through Trust Agreement, as the same may
from time to time be supplemented, amended or modified, but does not include any
Trust Supplement.

      BOOK-ENTRY CERTIFICATES: Means, with respect to the Certificates of any
series, a beneficial interest in the Certificates of such series, ownership and
transfers of which shall be made through book entries as described in Section
3.05.

      BUSINESS DAY: Means, with respect to the Certificates of any series, any
day other than a Saturday, a Sunday or a day on which commercial banks are
required or authorized to close in New York, New York, or, so long as any
Certificate of such series is outstanding, the city and state in which the
Trustee or any related Loan Trustee maintains its Corporate Trust Office or
receives and disburses funds.

      CERTIFICATE: Means any one of the certificates executed and authenticated
by the Trustee, substantially in the form of Exhibit A hereto.

      CERTIFICATE ACCOUNT: Means, with respect to the Certificates of any
series, the account or accounts created and maintained for such series pursuant
to Section 4.01(a) and the related Trust Supplement.

      CERTIFICATEHOLDER OR HOLDER: Means, with respect to the Certificates of
any series, the Person in whose name a Certificate of such series is registered
in the Register for Certificates of such series.

      CERTIFICATE OWNER: Means, with respect to the Certificates of any series,
for purposes of Section 3.05, the Person who owns a Book-Entry Certificate of
such series.

      CLEARING AGENCY: Means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.

      CLEARING AGENCY PARTICIPANT: Means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency
effects, directly or indirectly, book-entry transfers and pledges of securities
deposited with the Clearing Agency.

      COMPANY: Means US Airways, Inc., a Delaware corporation, or its successor
in interest pursuant to Section 5.02, or (only in the context of provisions
hereof, if any, when such reference is required for purposes of compliance with
the Trust Indenture Act) any other "obligor" (within the meaning of the Trust
Indenture Act) with respect to the Certificates of any series.

      CONTROLLING PARTY: Means, with respect to the Certificates of any series,
the Person entitled to act as such pursuant to the terms of the related
Intercreditor Agreement.

      CORPORATE TRUST OFFICE: Means, with respect to the Trustee or any Loan
Trustee, the office of such trustee in the city at which at any particular time
its corporate trust business shall be principally administered.

                                       3


      CUT-OFF DATE: Means, with respect to the Certificates of any series, the
date designated as such in the Trust Supplement establishing such series.

      DEFINITIVE CERTIFICATES: Has the meaning, with respect to the Certificates
of any series, specified in Section 3.05.

      DIRECTION: Has the meaning specified in Section 1.04(a).

      DISTRIBUTION DATE: Means any Regular Distribution Date, Special
Distribution Date or Initial Regular Distribution Date.

      EQUIPMENT NOTES: Means, with respect to any Trust, any one of the notes,
certificates or instruments issued pursuant to any Indenture and described as
"Equipment Notes" in, or on a schedule attached to, the Trust Supplement in
respect of such Trust and to be held by the Trustee as part of such Trust,
including any Equipment Note (as so defined) issued under the applicable
Indenture in replacement thereof or substitution therefor.

      ERISA: Means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor federal statute.

      ESCROW ACCOUNT: Has the meaning, with respect to any Trust, specified in
Section 2.02(b).

      ESCROWED FUNDS: Has the meaning, with respect to any Trust, specified in
Section 2.02(b).

      EVENT OF DEFAULT: Means, in respect of any Trust, an Indenture Event of
Default under any Indenture pursuant to which Equipment Notes held by such Trust
were issued and such other event as may be designated under the related Trust
Supplement as an "Event of Default."

      FRACTIONAL UNDIVIDED INTEREST: Means the fractional undivided interest in
a Trust that is evidenced by a Certificate relating to such Trust.

      INDENTURE: Means, with respect to any Trust, each of the one or more
separate trust indenture and security agreements or trust indenture and
mortgages or similar documents described in, or on a schedule attached to, the
Trust Supplement and an indenture having substantially the same terms and
conditions which relates to a Substitute Aircraft, as each such indenture may be
amended or supplemented in accordance with its respective terms; and
"Indentures" means all of such agreements.

      INDENTURE EVENT OF DEFAULT: Means, with respect to any Indenture, any
Indenture Event of Default (as such term is defined in such Indenture).

      INITIAL REGULAR DISTRIBUTION DATE: Means, with respect to the Certificates
of any series, the first Regular Distribution Date on which a Scheduled Payment
is to be made.

      INTERCREDITOR AGREEMENT: Means (a) any agreement by and among the Trustee,
as trustee hereunder with respect to one or more Trusts, one or more Liquidity
Providers, if

                                       4


applicable, and a Subordination Agent providing, among other things, for the
distribution of payments made in respect of Equipment Notes held by such Trusts,
or (b) such other agreement or agreements designated as an "Intercreditor
Agreement" in the Trust Supplement relating to any Trust.

      ISSUANCE DATE: Means, with respect to the Certificates of any series, the
date of the issuance of such Certificates.

      LEASE: Means any lease between an Owner Trustee, as the lessor (or such
other Person acting as the lessor), and the Company, as the lessee, referred to
in the related Indenture, as such lease may be amended, supplemented or
otherwise modified in accordance with its terms; and "Leases" means all such
Leases.

      LETTER OF REPRESENTATIONS: Means, with respect to the Certificates of any
series, an agreement among the Company, the Trustee and the initial Clearing
Agency substantially in the form attached as an Exhibit to the related Trust
Supplement, as such letter may be modified or supplemented, or any successor
letter thereto.

      LIQUIDITY FACILITY: Means, with respect to the Certificates of any series
or any Equipment Notes, (a) any revolving credit agreement, letter of credit,
bank guarantee, insurance policy, surety bond or financial guaranty or any other
type of agreement or arrangement for the provision of insurance, a guarantee or
other credit enhancement or liquidity support relating to the Certificates of
such series between a Liquidity Provider and a Subordination Agent or one or
more other Persons, as amended, replaced, supplemented or otherwise modified
from time to time in accordance with its terms and, if applicable, the terms of
any Intercreditor Agreement, or (b) such other agreement or agreements
designated as a "Liquidity Facility" in the Trust Supplement relating to any
Trust.

      LIQUIDITY PROVIDER: Means, with respect to the Certificates of any series,
a bank, insurance company, financial institution or other Person that agrees to
provide a Liquidity Facility for the benefit of the holders of Certificates of
such series.

      LOAN TRUSTEE: Means, with respect to any Equipment Note or the Indenture
applicable thereto, the bank, trust company or other financial institution
designated as loan or indenture trustee under such Indenture, and any successor
to such Loan Trustee as such trustee; and "Loan Trustees" means all of the Loan
Trustees under the Indentures.

      NOTE DOCUMENTS: Means, with respect to the Certificates of any series, the
Equipment Notes with respect to such Certificates and, with respect to such
Equipment Notes, the related Participation Agreement, Indenture, Note Purchase
Agreement, Purchase Agreement Assignment and, if the related Aircraft is leased
to the Company, the Lease and the Trust Agreement relating to such Aircraft,
and, if the Parent has guaranteed the obligations of the Company under any such
Equipment Notes or Leases, the Parent Guarantee.

      NOTE PURCHASE AGREEMENT: Means, with respect to the Certificates of any
series, any note purchase, refunding, participation or similar agreement
providing for, among other things, the purchase of Equipment Notes by the
Trustee on behalf of the relevant Trust; and "Note Purchase Agreements" means
all such agreements.

                                       5


      OFFICER'S CERTIFICATE: Means a certificate signed, (a) in the case of the
Company by (i) the Chairman or Vice Chairman of the Board of Directors, the
President, any Executive Vice President, any Senior Vice President or the
Treasurer of the Company signing alone, or (ii) any Vice President of the
Company signing together with the Secretary, the Assistant Secretary, the
Treasurer or any Assistant Treasurer of the Company or (b) in the case of the
Trustee or an Owner Trustee or a Loan Trustee, a Responsible Officer of the
Trustee or such Owner Trustee or such Loan Trustee, as the case may be.

      OPINION OF COUNSEL: Means a written opinion of legal counsel who (a) in
the case of counsel for the Company may be (i) a senior attorney of the Company
one of whose principal duties is furnishing advice as to legal matters, (ii)
McKenna Long & Aldridge LLP (and any affiliate thereof) or (iii) such other
counsel designated by the Company and reasonably acceptable to the Trustee and
(b) in the case of any Owner Trustee or any Loan Trustee, may be such counsel as
may be designated by any of them whether or not such counsel is an employee of
any of them, and who shall be reasonably acceptable to the Trustee.

      OTHER AGREEMENTS: Has the meaning specified in Section 6.01(b).

      OUTSTANDING: When used with respect to Certificates of any series, means,
as of the date of determination, all Certificates of such series theretofore
authenticated and delivered under this Agreement, except:

                  (i) Certificates of such series theretofore cancelled by the
            Registrar or delivered to the Trustee or the Registrar for
            cancellation;

                  (ii) All of the Certificates of such series if money in the
            full amount required to make the final distribution with respect to
            such series pursuant to Section 11.01 hereof has been theretofore
            deposited with the Trustee in trust for the Holders of the
            Certificates of such series as provided in Section 4.01, pending
            distribution of such money to such Certificateholders pursuant to
            payment of such final distribution payment; and

                  (iii) Certificates of such series in exchange for or in lieu
            of which other Certificates of such series have been authenticated
            and delivered pursuant to this Agreement.

      OWNER PARTICIPANT: Means, with respect to any Equipment Note, the "Owner
Participant", if any, as referred to in the Indenture pursuant to which such
Equipment Note is issued and any permitted successor or assign of such Owner
Participant; and "Owner Participants" at any time of determination means all of
the Owner Participants thus referred to in the Indentures.

      OWNER TRUSTEE: Means, with respect to any Equipment Note, the "Owner
Trustee", if any, as referred to in the Indenture pursuant to which such
Equipment Note is issued, not in its individual capacity but solely as trustee;
and "Owner Trustees" means all of the Owner Trustees party to any of the related
Indentures.

                                       6


      PARENT: Means US Airways Group, Inc., a Delaware corporation, and its
successors and assigns.

      PARENT GUARANTEE: Means, with respect to the Certificates of any series, a
guarantee by the Parent of the obligations of the Company under any Equipment
Notes or any Leases related to Equipment Notes to be acquired and held in the
Trust as to which the Certificates of such series represent fractional undivided
interests.

      PAYING AGENT: Means, with respect to the Certificates of any series, the
paying agent maintained and appointed for the Certificates of such series
pursuant to Section 7.12.

      PERMITTED INVESTMENTS: Means obligations of the United States of America
or agencies or instrumentalities thereof for the payment of which the full faith
and credit of the United States of America is pledged, maturing in not more than
60 days after the date of acquisition thereof or such lesser time as is required
for the distribution of any Special Payments on a Special Distribution Date.

      PERSON: Means any person, including any individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock company,
trust, trustee, unincorporated organization, or government or any agency or
political subdivision thereof.

      POOL BALANCE: Means, with respect to the Certificates of any series as of
any date, except to the extent otherwise provided in the applicable Trust
Supplement, (i) the original aggregate face amount of the Certificates of such
series less (ii) the aggregate amount of all distributions made in respect of
such Certificates other than distributions made in respect of interest or
premium thereon or reimbursement of any costs or expenses incurred in connection
therewith. The Pool Balance as of any Distribution Date shall be computed after
giving effect to the payment of principal, if any, on the Equipment Notes or
other Trust Property held in the Trust and the distribution thereof to be made
on such Distribution Date.

      POOL FACTOR: Means, with respect to any series of Certificates as of any
date, except to the extent otherwise provided in the applicable Trust
Supplement, the quotient (rounded to the seventh decimal place, with 0.00000005
being rounded upward) computed by dividing (i) the Pool Balance of such series
as of such date by (ii) the original aggregate face amount of the Certificates
of such series. The Pool Factor as of any Distribution Date shall be computed
after giving effect to the payment of principal, if any, on the Equipment Notes
or other Trust Property held in the Trust relating to such series and the
distribution thereof to be made on such Distribution Date.

      POSTPONED NOTES: Means, with respect to any Trust or the related series of
Certificates, the Equipment Notes to be held in such Trust as to which a
Postponement Notice shall have been delivered pursuant to Section 2.02(b).

      POSTPONEMENT NOTICE: Means, with respect to any Trust or the related
series of Certificates, an Officer's Certificate of the Company (1) requesting
that the Trustee temporarily postpone purchase of the related Equipment Notes to
a date later than the Issuance Date of such series of Certificates, (2)
identifying the amount of the purchase price of each such Equipment Note and the
aggregate purchase price for all such Equipment Notes, (3) setting forth the
reasons

                                       7


for such postponement and (4) with respect to each such Equipment Note, either
(a) setting or resetting a new Transfer Date (which shall be on or prior to the
applicable Cut-off Date) for payment by the Trustee of such purchase price and
issuance of the related Equipment Note (subject to subsequent change from time
to time in accordance with the relevant Note Purchase Agreement), or (b)
indicating that such new Transfer Date (which shall be on or prior to the
applicable Cut-off Date) will be set by subsequent written notice not less than
one Business Day prior to such new Transfer Date (subject to subsequent change
from time to time in accordance with the relevant Note Purchase Agreement).

      POTENTIAL PURCHASER: Has the meaning, with respect to any
Certificateholder, specified in Section 6.01(b).

      PTC EVENT OF DEFAULT: Means, with respect to the Certificates of any
series, any failure to pay within ten Business Days of the due date thereof: (i)
the outstanding Pool Balance of such series of Certificates on the date
specified in any Trust Supplement for such payment or (ii) interest due on the
Certificates of such series on any Distribution Date (unless the related
Subordination Agent shall have made an Interest Drawing or Drawings (as defined
in the related Intercreditor Agreement), or a withdrawal or withdrawals pursuant
to a cash collateral account under such Intercreditor Agreement, with respect
thereto in an aggregate amount sufficient to pay such interest and shall have
distributed such amount to the Trustee).

      PURCHASE AGREEMENT ASSIGNMENT: Has the meaning, with respect to the
Certificates of any series, specified therefor in the related Participation
Agreement.

      PURCHASING CERTIFICATEHOLDER: Has the meaning, with respect to any
Certificateholder, specified in Section 6.01(b).

      RECORD DATE: Means, with respect to any Trust or the related series of
Certificates, (i) for Scheduled Payments to be distributed on any Regular
Distribution Date, other than the final distribution with respect to such
series, the 15th day (whether or not a Business Day) preceding such Regular
Distribution Date, or such other date as shall be specified for such series in
the applicable Trust Supplement, and (ii) for Special Payments to be distributed
on any Special Distribution Date, other than the final distribution with respect
to such series, the 15th day (whether or not a Business Day) preceding such
Special Distribution Date, or such other date as shall be specified for such
series in the applicable Trust Supplement.

      REGISTER AND REGISTRAR: Means, each with respect to the Certificates of
any series, the register maintained and the registrar appointed pursuant to
Sections 3.04 and 7.12.

      REGULAR DISTRIBUTION DATE: Means, with respect to distributions of
Scheduled Payments in respect of any series of Certificates, each date
designated as such in this Agreement, until payment of all the Scheduled
Payments to be made under the Equipment Notes held in the Trust have been made,
or until such Equipment Notes have been redeemed or otherwise prepaid in full.

      REQUEST: Means a request by the Company setting forth the subject matter
of the request accompanied by an Officer's Certificate and an Opinion of Counsel
as provided in Section 1.02 of this Basic Agreement.

                                       8


      RESPONSIBLE OFFICER: Means, with respect to any Trustee, any Loan Trustee
and any Owner Trustee, any officer in the Corporate Trust Department or similar
department of the Trustee, Loan Trustee or Owner Trustee or any other officer
customarily performing functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter is referred because of his knowledge of and familiarity with a particular
subject.

      RESPONSIBLE PARTY: Means, with respect to the Certificates of any series,
the Person designated as such in the related Trust Supplement.

      SCHEDULED PAYMENT: Means, with respect to any Equipment Note, except to
the extent otherwise provided in the applicable Trust Supplement, (i) any
payment of principal or interest on such Equipment Note (other than any such
payment which is not in fact received by the Trustee or any Subordination Agent
within five days after the date on which such payment is scheduled to be made)
or (ii) any payment of interest on the Certificates of any series with funds
drawn under the Liquidity Facility for such series (other than any such payment
which is not in fact received by the Trustee or any Subordination Agent within
five days after the date upon which payment is scheduled to be made), which
payment in the case of clauses (i) or (ii) represents an installment of
principal on such Equipment Note at the stated maturity of such installment, the
payment of regularly scheduled interest accrued on the unpaid principal amount
of such Equipment Note, or both; provided, however, that any payment of
principal, premium, if any, or interest resulting from the redemption or
purchase of any Equipment Note shall not constitute a Scheduled Payment.

      SEC: Means the Securities and Exchange Commission, as from time to time
constituted or created under the Securities Exchange Act of 1934, as amended,
or, if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties on such date.

      SELLING CERTIFICATEHOLDER: Has the meaning, with respect to any
Certificateholder, specified in Section 6.01(b).

      SPECIAL DISTRIBUTION DATE: Means, with respect to the Certificates of any
series, each date on which a Special Payment is to be distributed as specified
in this Agreement.

      SPECIAL PAYMENT: Means, except to the extent otherwise provided in the
applicable Trust Supplement, (i) any payment (other than a Scheduled Payment) in
respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate (as
defined in each Indenture relating to such Trust), (ii) the amounts required to
be distributed pursuant to the last paragraph of Section 2.02(b), or (iii) the
amounts required to be distributed pursuant to the penultimate paragraph of
Section 2.02(b).

      SPECIAL PAYMENTS ACCOUNT: Means, with respect to the Certificates of any
series, the account or accounts created and maintained for such series pursuant
to Section 4.01(b) and the related Trust Supplement.

      SPECIFIED INVESTMENTS: Means, with respect to any Trust, unless otherwise
specified in the related Trust Supplement, (i) obligations of, or guaranteed by,
the United States Government

                                       9


or agencies thereof, (ii) open market commercial paper of any corporation
incorporated under the laws of the United States of America or any state thereof
rated at least P-2 or its equivalent by Moody's Investor Service, Inc.
("Moody's") or at least A-2 or its equivalent by Standard & Poor's Rating
Services, a division of the McGraw-Hill Companies, Inc. ("S&P"), (iii)
certificates of deposit issued by commercial banks organized under the laws of
the United States or of any political subdivision thereof having a combined
capital and surplus in excess of $500,000,000 which banks or their holding
companies have a rating of A or its equivalent by Moody's or A2 or its
equivalent by S&P; provided, however, that the aggregate amount at any one time
so invested in certificates of deposit issued by any one bank shall not exceed
5% of such bank's capital and surplus, (iv) U.S. dollar-denominated offshore
certificates of deposit issued by, or offshore time deposits with, any
commercial bank described in clause (iii) above or any subsidiary thereof and
(v) repurchase agreements with any financial institution having combined capital
and surplus of at least $500,000,000 with any of the obligations described in
clauses (i) through (iv) above as collateral; provided further, that if all of
the above investments are unavailable, the entire amounts to be invested may be
used to purchase federal funds from an entity described in clause (iii) above.

      SUBORDINATION AGENT: Has the meaning, with respect to the Certificates of
any series, specified therefor in the relevant Intercreditor Agreement.

      SUBSTITUTE AIRCRAFT: Means, with respect to any Trust, any Aircraft of a
type specified in this Agreement and, at the election of the Company,
substituted prior to the applicable Cut-off Date, if any, pursuant to the terms
of this Agreement.

      TRANSFER DATE: Has the meaning, with respect to the Certificates of any
series, assigned to that term or any of the terms "Delivery Date," "Funding
Date" or "Closing Date" in any relevant Note Purchase Agreement, and in any
event refers to any such date as it may be changed from time to time in
accordance with the terms of such Note Purchase Agreement.

      TRIGGERING EVENT: Has the meaning, with respect to the Certificates of any
series, specified therefor in the relevant Intercreditor Agreement.

      TRUST: Means, with respect to the Certificates of any series, the separate
trust created under this Agreement.

      TRUSTEE: Means U.S. Bank Trust National Association, a national banking
association, or its successor in interest, and any successor or other trustee
appointed as provided herein.

      TRUST INDENTURE ACT: Except as otherwise provided in Section 9.06, means,
with respect to any particular Trust, the Trust Indenture Act of 1939, as in
force at the date as of which the related Trust Supplement was executed.

      TRUST PROPERTY: Means, with respect to any Trust, except to the extent
otherwise provided in the applicable Trust Supplement, (i) subject to any
related Intercreditor Agreement, the Equipment Notes held as the property of
such Trust, all monies at any time paid thereon and all monies due and to become
due thereunder, (ii) debt instruments issued by the Company in accordance with
the first paragraph of Section 2.02(b), (iii) funds from time to time deposited
in the related Escrow Account, the related Certificate Account and the related
Special Payments

                                       10


Account and, subject to any related Intercreditor Agreement, any proceeds from
the sale by the Trustee pursuant to Article VI hereof of any Equipment Note
referred to in (i) above, (iv) all rights of such Trust and the Trustee, on
behalf of the Trust, under any Intercreditor Agreement, including, without
limitation, all monies receivable in respect of such rights, and (iv) all monies
receivable under any Liquidity Facility for such Trust.

      TRUST SUPPLEMENT: Means an agreement supplemental hereto pursuant to which
(i) a separate Trust is created for the benefit of the Holders of the
Certificates of a series, (ii) the issuance of the Certificates of such series
representing fractional undivided interests in such Trust is authorized and
(iii) the terms of the Certificates of such series are established, as such
agreement may from time to time be supplemented, amended or otherwise modified.

      Section 1.02. Compliance Certificates and Opinions. Upon any application
or request (except with respect to matters set forth in Article II) by the
Company, any Owner Trustee or any Loan Trustee to the Trustee to take any action
under any provision of this Basic Agreement or, in respect of the Certificates
of any series, this Agreement, the Company, such Owner Trustee or such Loan
Trustee, as the case may be, shall furnish to the Trustee (i) an Officer's
Certificate stating that, in the opinion of the signer or signers, all
conditions precedent, if any, provided for in this Basic Agreement or this
Agreement relating to the proposed action have been complied with and (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Basic Agreement or this
Agreement relating to such particular application or request, no additional
certificate or opinion need be furnished.

      Every Officer's Certificate or Opinion of Counsel with respect to
compliance with a condition or covenant provided for in this Basic Agreement or,
in respect of the Certificates of any series, this Agreement (other than a
certificate provided pursuant to Section 8.04(d)) or any Trust Supplement shall
include:

            (1) a statement that (x) each individual signing such certificate or
      (y) each firm or person executing such Opinion of Counsel has read such
      covenant or condition and the definitions in this Basic Agreement or this
      Agreement relating thereto;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or Opinion of Counsel are based;

            (3) a statement that, in the opinion of each such individual or
      firm, he or it has made such examination or investigation as is necessary
      to enable him or it to express an informed opinion as to whether or not
      such covenant or condition has been complied with; and

            (4) a statement as to whether, in the opinion of each such
      individual or firm, such condition or covenant has been complied with.

      Section 1.03. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not

                                       11


necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters and any such
Person may certify or give an opinion as to such matters in one or several
documents.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Basic Agreement or, in respect of the Certificates of any
series, this Agreement, they may, but need not, be consolidated and form one
instrument.

      Section 1.04. Directions of Certificateholders. (a) Any direction,
consent, request, demand, authorization, notice, waiver or other action provided
by this Agreement in respect of the Certificates of any series to be given or
taken by Certificateholders (a "DIRECTION") may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by an agent or proxy duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
when it is expressly required pursuant to this Agreement, to the Company or any
Loan Trustee. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "ACT" of the
Certificateholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent or proxy shall be
sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee, the Company and the related Loan Trustee, if made in the manner
provided in this Section 1.04.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the certificate of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer, and where such execution is by
an officer of a corporation or association or a member of a partnership, on
behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
date of the execution of any such instrument or writing, or the authority of the
Person executing the same, may also be proved in any other reasonable manner
which the Trustee deems sufficient.

            (c) In determining whether the Certificateholders of the requisite
Fractional Undivided Interests of Certificates of any series Outstanding have
given any Direction under this Agreement, Certificates owned by the Company, any
related Owner Trustee, any related Owner Participant or any Affiliate of any
such Person shall be disregarded and deemed not to be Outstanding for purposes
of any such determination. In determining whether the Trustee shall be protected
in relying upon any such Direction, only Certificates which the Trustee knows to
be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any
such Person owns 100% of the Certificates of any series Outstanding, such
Certificates shall not be so disregarded, and (ii) if any amount of Certificates
of any series so owned by any such Person have been pledged in good faith, such
Certificates shall not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Certificates and that

                                       12


the pledgee is not the Company, any related Owner Trustee, any related Owner
Participant or any Affiliate of any such Person.

            (d) The Company may, at its option, by delivery of an Officer's
Certificate to the Trustee, set a record date to determine the
Certificateholders in respect of the Certificates of any series entitled to give
any Direction. Notwithstanding Section 316(c) of the Trust Indenture Act, such
record date shall be the record date specified in such Officer's Certificate,
which shall be a date not more than 30 days prior to the first solicitation of
Certificateholders of the applicable series in connection therewith. If such a
record date is fixed, such Direction may be given before or after such record
date, but only the Certificateholders of record of the applicable series at the
close of business on such record date shall be deemed to be Certificateholders
for the purposes of determining whether Certificateholders of the requisite
proportion of Outstanding Certificates of such series have authorized or agreed
or consented to such Direction, and for that purpose the Outstanding
Certificates of such series shall be computed as of such record date; provided,
however, that no such Direction by the Certificateholders on such record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Agreement not later than one year after such record date.
Nothing in this paragraph shall be construed to prevent the Company from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be deemed cancelled and of no
effect).

            (e) Any Direction by the Holder of any Certificate shall bind the
Holder of every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such Direction is made
upon such Certificate.

            (f) Except as otherwise provided in Section 1.04(c), Certificates of
any series owned by or pledged to any Person shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Certificates of such
series.

                                   ARTICLE II

                       ORIGINAL ISSUANCE OF CERTIFICATES:
                          ACQUISITION OF TRUST PROPERTY

      Section 2.01. Amount Unlimited; Issuable in Series. (a) The aggregate face
amount of Certificates that may be authenticated and delivered under this Basic
Agreement is unlimited. The Certificates may be issued from time to time in one
or more series and shall be designated generally as the "Pass Through
Certificates", with such further designations added or incorporated in such
title for the Certificates of each series as are specified in the related Trust
Supplement. Each Certificate shall bear upon its face the designation so
selected for the series to which it belongs. All Certificates of the same series
shall be substantially identical except that the Certificates of a series may
differ as to denomination and as may otherwise be provided in the Trust
Supplement establishing the Certificates of such series. Each series of
Certificates issued pursuant to this Agreement will evidence fractional
undivided interests in the related Trust and, except as may be specified in any
Intercreditor Agreement or in the applicable Trust

                                       13


Supplement, will have no rights, benefits or interests in respect of any other
Trust or the Trust Property held therein. All Certificates of the same series
shall be in all respects equally and ratably entitled to the benefits of this
Agreement without preference, priority or distinction on account of the actual
time or times of authentication and delivery, all in accordance with the terms
and provisions of this Agreement.

            (b) The following matters shall be established with respect to the
Certificates of each series issued under this Agreement by a Trust Supplement
executed and delivered (x) by and between the Company and the Trustee, or (y) if
the Parent will guarantee the obligations of the Company under any Equipment
Notes or any Leases related to Equipment Notes to be acquired and held in the
Trust formed by such Trust Supplement, by and among the Parent, the Company and
the Trustee:

            (1) the formation of the Trust as to which the Certificates of such
      series represent fractional undivided interests and its designation (which
      designation shall distinguish such Trust from each other Trust created
      under this Basic Agreement and a Trust Supplement);

            (2) the specific title of the Certificates of such series (which
      title shall distinguish the Certificates of such series from each other
      series of Certificates created under this Basic Agreement and a Trust
      Supplement);

            (3) subject to Section 2.01(a) hereof, any limit upon the aggregate
      face amount of the Certificates of such series which may be authenticated
      and delivered under this Basic Agreement (which limit shall not pertain to
      Certificates authenticated and delivered upon registration of transfer of,
      or in exchange for, or in lieu of, other Certificates of the series
      pursuant to Sections 3.03, 3.04, 3.05(d) and 3.06);

            (4) the Cut-off Date with respect to the Certificates of such series
      and the related Trust;

            (5) the Regular Distribution Dates applicable to the Certificates of
      such series;

            (6) the Special Distribution Dates applicable to the Certificates of
      such series;

            (7) if other than as provided in Sections 3.04 or 7.12(b), the
      Registrar or the Paying Agent for the Certificates of such series,
      including any Co-Registrar or additional Paying Agent;

            (8) if other than as provided in Section 3.01, the denominations in
      which the Certificates of such series shall be issuable;

            (9) if other than United States dollars, the currency or currencies
      (including composite currencies or currency units) in which the
      Certificates of such series shall be denominated or payable, in whole or
      in part;

            (10) the specific form of the Certificates of such series (including
      the interest rate applicable thereto) and whether or not Certificates of
      such series are to be issued as

                                       14


      Book-Entry Certificates and, if such Certificates are to be Book-Entry
      Certificates, the form of Letter of Representations, if any (or, in the
      case of any Certificates denominated or payable in a currency other than
      United States dollars and if other than as provided in Section 3.05,
      whether and the circumstances under which beneficial owners of interests
      in such Certificates in permanent global form may exchange such interests
      for Certificates of such series and of like tenor of any authorized form
      and denomination);

            (11) a description of the Equipment Notes, and, if applicable, of
      any notes issued by a trust or other entity secured by Equipment Notes, to
      be acquired and held in the Trust formed by such Trust Supplement and of
      the related Aircraft, if determined, and Note Documents, if determined;

            (12) provisions with respect to the terms for which the definitions
      set forth in Article I hereof or the terms of any Section hereof,
      including Section 11.01 hereof, permit or require further specification in
      the related Trust Supplement;

            (13) any restrictions (including legends) in respect of ERISA or tax
      matters;

            (14) the acceptance of appointment by the institution named to act
      as Trustee with respect to such Trust, if different from the institution
      executing this Basic Agreement or its successor;

            (15) whether such series will be subject to an Intercreditor
      Agreement and, if so, the specific designation of such Intercreditor
      Agreement and the rights of Potential Purchasers upon the occurrence of a
      Triggering Event;

            (16) whether such series will have the benefit of a Liquidity
      Facility or other form of credit enhancement and, if so, any terms
      appropriate thereto;

            (17) whether the Parent will guarantee the obligations of the
      Company under any Equipment Notes or any Leases related to Equipment Notes
      to be acquired and held in the Trust formed by such Trust Supplement and,
      if so, the specific form of such Parent Guarantee or Parent Guarantees and
      a statement that the Parent shall be an "obligor" as such term is defined
      in and solely for purposes of the Trust Indenture Act and shall be
      required to comply with those provisions of this Agreement compliance with
      which is required by an "obligor" under the Trust Indenture Act;

            (18) whether there will be a deposit agreement, escrow agreement or
      other arrangement prior to the delivery of one or more Aircraft or the
      commencement of the Lease with respect to one or more Aircraft, and, if
      so, any terms appropriate thereto;

            (19) the extent, if any, to which the Company may acquire
      Certificates and deliver such Certificates or cash to the respective
      Trusts and obtain the release of Equipment Notes or other Trust Property
      held by such Trusts;

                                       15


            (20) if the Certificates of such series are to be issued in bearer
      form, the forms thereof and any other special terms relating thereto;

            (21) the "Responsible Party" for purposes of directing the Trustee
      to make Specified Investments; and

            (22) any other terms of the Certificates of such series or any
      related Parent Guarantee (which terms shall not be inconsistent with the
      provisions of the Trust Indenture Act but may modify, amend, supplement or
      delete any of the terms of this Basic Agreement), including any terms of
      the Certificates of such series which may be required or advisable under
      United States laws or regulations or advisable (as determined by the
      Company) in connection with the marketing of Certificates of the series.

            (c) At any time and from time to time after the execution and
delivery of this Basic Agreement and a Trust Supplement forming a Trust and
establishing the terms of Certificates of a series, Certificates of such series
shall be executed, authenticated and delivered by the Trustee to the Person or
Persons specified by the Company upon request of the Company and upon
satisfaction or waiver of any conditions precedent set forth in such Trust
Supplement or in any other document to which a Trustee is a party relating to
the issuance of the Certificates of such series.

      Section 2.02. Acquisition of Equipment Notes. (a) Unless otherwise
specified in the related Trust Supplement, on or prior to the Issuance Date of
the Certificates of a series, the Trustee shall execute and deliver the related
Note Purchase Agreements in the form delivered to the Trustee by the Company and
shall, subject to the respective terms thereof, perform its obligations under
such Note Purchase Agreements. Unless otherwise specified in the related Trust
Supplement, the Trustee shall issue and sell such Certificates, in authorized
denominations and in such Fractional Undivided Interests, so as to result in the
receipt of consideration in an amount equal to the aggregate purchase price of
the Equipment Notes (and/or, if applicable, any notes issued by a trust or other
entity secured by Equipment Notes) contemplated to be purchased by the Trustee
under the related Note Purchase Agreements and, concurrently therewith (unless
the Company shall have delivered to the Trustee the Postponement Notice relating
to one or more Postponed Notes pursuant to Subsection (b) below), the Trustee
shall purchase, pursuant to the terms and conditions of the Note Purchase
Agreements, such Equipment Notes (except Postponed Notes, if any)(or other
notes) at a purchase price equal to the amount of such consideration so
received. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 hereof, the
Trustee shall not execute, authenticate or deliver Certificates of such series
in excess of the aggregate amount specified in this paragraph. The provisions of
this Subsection (a) are subject to the provisions of Subsection (b) below.

            (b) If on or prior to the Issuance Date with respect to a series of
Certificates the Company shall deliver to the Trustee a Postponement Notice
relating to one or more Postponed Notes, the Trustee shall postpone the purchase
of such Postponed Notes and shall deposit into an escrow account (as to the
related Trust, the "ESCROW ACCOUNT") to be maintained as part of the related
Trust an amount equal to the purchase price of such Postponed Notes (the
"ESCROWED FUNDS"). The portion of the Escrowed Funds so deposited with respect
to any particular Postponed Notes shall be invested (a) by the Trustee at the
written direction and risk

                                       16


of, and for the benefit of, the Responsible Party in Specified Investments or
(b) if provided in the Trust Supplement relating to such series of Certificates
and subject to the terms and conditions set forth therein, in debt instruments
of the Company, in each case (i) maturing no later than any scheduled Transfer
Date relating to such Postponed Notes, or (ii) if no such Transfer Date has been
scheduled, maturing on the next Business Day, or (iii) if subsequent to the
giving of the applicable Postponement Notice the Company has given notice to the
Trustee that such Postponed Notes will not be issued, maturing on the next
applicable Special Distribution Date, if such investments are reasonably
available for purchase. The Trustee shall make withdrawals from the Escrow
Account only as provided in this Agreement. Upon request of the Company on one
or more occasions and the satisfaction or waiver of the closing conditions
specified in the applicable Note Purchase Agreements on or prior to the related
Cut-off Date, the Trustee shall purchase the applicable Postponed Notes, on the
terms specified in such Note Purchase Agreements, with the Escrowed Funds
withdrawn from the Escrow Account.

      The Trustee shall hold all Specified Investments until the maturity
thereof and will not sell or otherwise transfer Specified Investments. If
Specified Investments held in an Escrow Account mature prior to any applicable
Transfer Date, any proceeds received on the maturity of such Specified
Investments (other than any earnings thereon) shall be reinvested by the Trustee
at the written direction and risk of, and for the benefit of, the Responsible
Party in Specified Investments maturing as provided in the preceding paragraph.

      Subject to the provisions of the Intercreditor Agreement, any earnings on
Specified Investments received from time to time by the Trustee shall be
promptly distributed to the Responsible Party. The Responsible Party shall pay
to the Trustee for deposit to the relevant Escrow Account an amount equal to any
net losses on any Specified Investments made at its direction and risk as
incurred. On any Regular Distribution Date in respect of the Certificates of any
series occurring prior to the date of purchase of any Postponed Notes by the
Trustee, the Responsible Party will pay (in immediately available funds) to the
Trustee an amount equal to the interest that would have accrued on such
Postponed Notes if such Postponed Notes had been purchased on the later of the
Issuance Date or the previous Regular Distribution Date in respect of the
Certificates of such series to, but not including, such Regular Distribution
Date. On the first Regular Distribution Date in respect of the Certificates of
any series following the purchase of any Postponed Notes by the Trustee, the
Responsible Party will pay (in immediately available funds) to the Trustee an
amount equal to the interest that would have accrued on such Postponed Notes if
such Postponed Notes had been purchased on the later of the Issuance Date or the
previous Regular Distribution Date in respect of the Certificates of such series
to, but not including, the date of the purchase of such Postponed Notes by the
Trustee.

      If, in respect of the Certificates of any series, the Company notifies the
Trustee prior to the Cut-off Date that any Postponed Notes will not be issued on
or prior to the Cut-off Date for any reason, on the next Special Distribution
Date for such Certificates occurring not less than 15 days following the date of
such notice, (i) the Responsible Party shall pay (in immediately available
funds) to the Trustee for deposit in the related Special Payments Account, an
amount equal to the interest that would have accrued on the Postponed Notes
designated in such notice from the later of the Issuance Date or the previous
Regular Distribution Date in respect of the Certificates of such series to, but
not including, such Special Distribution Date and (ii) the Trustee shall
transfer an amount equal to that amount of Escrowed Funds that would have been

                                       17


used to purchase the Postponed Notes designated in such notice and the amount
paid by the Responsible Party pursuant to the immediately preceding clause (i)
to the related Special Payments Account for distribution as a Special Payment in
accordance with the provisions hereof.

      If, on such Cut-off Date, an amount equal to less than all of the Escrowed
Funds (other than Escrowed Funds referred to in the immediately preceding
paragraph) has been used to purchase Postponed Notes, on the next Special
Distribution Date occurring not less than 15 days following such Cut-off Date
(i) the Responsible Party shall pay to the Trustee for deposit in such Special
Payments Account, in immediately available funds, an amount equal to the
interest that would have accrued on such Postponed Notes contemplated to be
purchased with such unused Escrowed Funds (other than Escrowed Funds referred to
in the immediately preceding paragraph) but not so purchased from the later of
the Issuance Date or the previous Regular Distribution Date in respect of the
Certificates of such series to, but not including, such Special Distribution
Date and (ii) the Trustee shall transfer such unused Escrowed Funds and the
amount paid by the Responsible Party pursuant to the immediately preceding
clause (i) to such Special Payments Account for distribution as a Special
Payment in accordance with the provisions hereof.

      Section 2.03. Acceptance by Trustee. The Trustee, by the execution and
delivery of a Trust Supplement creating a Trust and establishing a series of
Certificates, shall acknowledge its acceptance of all right, title and interest
in and to the Trust Property to be acquired pursuant to Section 2.02 hereof and
the related Note Purchase Agreements and shall declare that the Trustee holds
and will hold such right, title and interest for the benefit of all then present
and future Certificateholders of such series, upon the trusts herein and in such
Trust Supplement set forth. By the acceptance of each Certificate of such series
issued to it under this Agreement, each initial Holder of such series as grantor
of such Trust shall thereby join in the creation and declaration of such Trust.
No Certificateholder of any series shall have legal title to any part of the
Trust Property of the related Trust.

      Section 2.04. Limitation of Powers. Each Trust shall be constituted solely
for the purpose of making the investment in the Equipment Notes provided for in
the related Trust Supplement, and, except as set forth in this Agreement, the
Trustee shall not be authorized or empowered to acquire any other investments or
engage in any other activities and, in particular, the Trustee shall not be
authorized or empowered to do anything that would cause such Trust to fail to
qualify as a "grantor trust" for federal income tax purposes (including, as
subject to this restriction, acquiring any Aircraft (as defined in the related
Indentures) by bidding for such Equipment Notes or otherwise, or taking any
action with respect to any such Aircraft once acquired).

                                   ARTICLE III

                                THE CERTIFICATES

      Section 3.01. Form, Denomination and Execution of Certificates. Except to
the extent otherwise provided in the applicable Trust Supplement, the
Certificates of each series shall be issued in fully registered form without
coupons and shall be substantially in the form attached

                                       18


hereto as Exhibit A with such omissions, variations and insertions as are
permitted by this Agreement, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with any applicable laws, rules, regulations, or the rules of
any securities exchange on which such Certificates may be listed or to conform
to any usage in respect thereof, or as may, consistently with this Agreement, be
determined by the Trustee or the officers executing such Certificates, as
evidenced by the Trustee's or such officers' execution of the Certificates.

      Except as provided in Section 3.05, the definitive Certificates of such
series shall be typed, printed, lithographed or engraved or produced by any
combination of these methods or may be produced in any other manner permitted by
the rules of any securities exchange on which the Certificates may be listed,
all as determined by the officers executing such Certificates, as evidenced by
their execution of such Certificates.

      Except as otherwise provided in the related Trust Supplement, the
Certificates of each series shall be issued in minimum denominations of $1,000
or integral multiples thereof except that one Certificate of such series may be
issued in a different denomination.

      The Certificates of such series shall be executed on behalf of the Trustee
by manual or facsimile signature of a Responsible Officer of the Trustee.
Certificates of any series bearing the manual or facsimile signature of an
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of the Trustee shall be valid and binding obligations of the
Trustee, notwithstanding that such individual has ceased to be so authorized
prior to the authentication and delivery of such Certificates or did not hold
such office at the date of such Certificates.

      Section 3.02. Authentication of Certificates. (a) Except to the extent
otherwise provided in the applicable Trust Supplement, on the Issuance Date, the
Trustee shall duly execute, authenticate and deliver Certificates of each series
in authorized denominations equaling in the aggregate the aggregate face amount
of the Equipment Notes that may be purchased by the Trustee pursuant to the
related Note Purchase Agreements, and evidencing the entire ownership of the
related Trust. Thereafter, the Trustee shall duly execute, authenticate and
deliver the Certificates of such series as provided in this Agreement.

            (b) No Certificate of any series shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A executed by the Trustee by manual signature, and such certificate
of authentication upon any Certificate shall be conclusive evidence, and the
only evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates of any series shall be dated the date of their
authentication.

      Section 3.03. Temporary Certificates. Until definitive Certificates are
ready for delivery, the Trustee shall execute, authenticate and deliver
temporary Certificates of each series. Temporary Certificates of each series
shall be substantially in the form of definitive Certificates of such series but
may have insertions, substitutions, omissions and other variations determined to
be appropriate by the officers executing the temporary Certificates of such
series, as evidenced by their execution of such temporary Certificates. If
temporary Certificates of any series are

                                       19


issued, the Trustee will cause definitive Certificates of such series to be
prepared without unreasonable delay. After the preparation of definitive
Certificates of such series, the temporary Certificates shall be exchangeable
for definitive Certificates upon surrender of such temporary Certificates at the
office or agency of the Trustee designated for such purpose pursuant to Section
7.12, without charge to the Certificateholder. Upon surrender for cancellation
of any one or more temporary Certificates, the Trustee shall execute,
authenticate and deliver in exchange therefor a like face amount of definitive
Certificates of like series, in authorized denominations and of a like
Fractional Undivided Interest. Until so exchanged, such temporary Certificates
shall be entitled to the same benefits under this Agreement as definitive
Certificates of such series.

      Section 3.04. Transfer and Exchange. The Trustee shall cause to be kept at
the office or agency to be maintained by it in accordance with the provisions of
Section 7.12 a register (the "REGISTER") for each series of Certificates in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates of such series and of
transfers and exchanges of such Certificates as herein provided. The Trustee
shall initially be the registrar (the "REGISTRAR") for the purpose of
registering such Certificates of each series and transfers and exchanges of such
Certificates as herein provided.

      All Certificates issued upon any registration of transfer or exchange of
Certificates of any series shall be valid obligations of the applicable Trust,
evidencing the same interest therein, and entitled to the same benefits under
this Agreement, as the Certificates of such series surrendered upon such
registration of transfer or exchange.

      Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office or such other office or agency, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of like series, in authorized
denominations of a like aggregate Fractional Undivided Interest.

      At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of like series, in authorized denominations and of a like
aggregate Fractional Undivided Interest, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Trustee shall execute, authenticate and deliver
the Certificates that the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar duly executed by
the Certificateholder thereof or its attorney duly authorized in writing.

      Except to the extent otherwise provided in the applicable Trust
Supplement, no service charge shall be made to a Certificateholder for any
registration of transfer or exchange of Certificates, but the Trustee shall
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates. All
Certificates surrendered for registration of transfer or exchange shall be
cancelled and subsequently destroyed by the Trustee.

                                       20


      Section 3.05. Book-Entry and Definitive Certificates. (a) Except for one
Certificate of each series that may be issued in a denomination of other than an
even multiple of $1,000, the Certificates of any series may be issued at the
option of the Company in the form of one or more typewritten Certificates
representing the Book-Entry Certificates of such series, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the
Company. In such case, the Certificates of such series delivered to The
Depository Trust Company shall initially be registered on the Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no
Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in the Certificates of such series, except as
provided above and in Subsection (d) below. As to the Certificates of any such
series (other than the one Certificate of such series issued in a denomination
of other than an even multiple of $1,000), unless and until definitive, fully
registered Certificates (the "DEFINITIVE CERTIFICATES") have been issued
pursuant to Subsection (d) below:

                  (i) the provisions of this Section 3.05 shall be in full force
            and effect;

                  (ii) the Company, the Paying Agent, the Registrar and the
            Trustee may deal with the Clearing Agency for all purposes
            (including the making of distributions on the Certificates);

                  (iii) to the extent that the provisions of this Section 3.05
            conflict with any other provisions of this Agreement (other than the
            provisions of any Trust Supplement expressly amending this Section
            3.05 as permitted by this Basic Agreement), the provisions of this
            Section 3.05 shall control;

                  (iv) the rights of Certificate Owners shall be exercised only
            through the Clearing Agency and shall be limited to those
            established by law and agreements between such Certificate Owners
            and the Clearing Agency and/or the Clearing Agency Participants; and
            until Definitive Certificates are issued pursuant to Subsection (d)
            below, the Clearing Agency will make book-entry transfers among the
            Clearing Agency Participants and receive and transmit distributions
            of principal, interest and premium, if any, on the Certificates to
            such Clearing Agency Participants;

                  (v) such Certificates of such series may be transferred in
            whole, but not in part, and in the manner provided in Section 3.04,
            by the Clearing Agency holding such Certificates to a nominee of
            such Clearing Agency, or by such Clearing Agency to a successor
            Clearing Agency that has been selected or approved by the Company or
            to a nominee of such successor Clearing Agency; and

                  (vi) whenever this Agreement requires or permits actions to be
            taken based upon instructions or directions of Certificateholders of
            such series holding Certificates of such series evidencing a
            specified percentage of the Fractional Undivided Interests in the
            related Trust, the Clearing Agency shall be deemed to represent such
            percentage only to the extent that it has received instructions to
            such effect from Clearing Agency Participants owning or
            representing,

                                       21


            respectively, such required percentage of the beneficial interest in
            Certificates of such series and has delivered such instructions to
            the Trustee. None of the Company, the Parent or the Trustee or any
            agent of any of them shall have any obligation to determine whether
            the Clearing Agency has in fact received any such instructions.

            (b) Whenever notice or other communication to the Certificateholders
of a series is required under this Agreement, unless and until Definitive
Certificates shall have been issued pursuant to Subsection (d) below, the
Trustee shall give all such notices and communications specified in this
Agreement to be given to Certificateholders of such series to the Clearing
Agency.

            (c) Unless and until Definitive Certificates of a series are issued
pursuant to Subsection (d) below, on the Record Date prior to each applicable
Regular Distribution Date and Special Distribution Date, the Trustee will
request from the Clearing Agency a securities position listing setting forth the
names of all Clearing Agency Participants reflected on the Clearing Agency's
books as holding interests in the Certificates on such Record Date.

            (d) If with respect to the Certificates of any series (i) the
Company advises the Trustee in writing that the Clearing Agency is no longer
willing or able to discharge properly its responsibilities and the Trustee or
the Company is unable to locate a qualified successor, (ii) the Company, at its
option, advises the Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Default, Certificate Owners of Book-Entry Certificates of such
series evidencing Fractional Undivided Interests aggregating not less than a
majority in interest in the related Trust, by Act of such Certificate Owners
delivered to the Company and the Trustee, advise the Company, the Trustee and
the Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency Participants is
no longer in the best interests of the Certificate Owners of such series, then
the Trustee shall notify all Certificate Owners of such series, through the
Clearing Agency, of the occurrence of any such event and of the availability of
Definitive Certificates. Upon surrender to the Trustee of all the Certificates
of such series held by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency Participants for registration of
Definitive Certificates in the names of Certificate Owners of such series, the
Trustee shall issue and deliver the Definitive Certificates of such series in
accordance with the instructions of the Clearing Agency. None of the Company,
the Registrar, the Paying Agent or the Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such registration instructions. Upon the issuance of
Definitive Certificates of such series, the Trustee shall recognize the Persons
in whose names the Definitive Certificates are registered in the Register as
Certificateholders under this Agreement. Neither the Company nor the Trustee
shall be liable if the Trustee or the Company is unable to locate a qualified
successor Clearing Agency.

            (e) Except as otherwise provided in the related Trust Supplement,
the Trustee shall enter into the applicable Letter of Representations with
respect to such series of Certificates and fulfill its responsibilities
thereunder.

                                       22


            (f) The provisions of this Section 3.05 may be made inapplicable to
any series or may be amended with respect to any series in the related Trust
Supplement.

      Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate is surrendered to the Registrar, or the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (b) there is delivered to the Registrar and the Trustee such
security, indemnity or bond, as may be required by them to save each of them and
the Company harmless, then, in the absence of notice to the Registrar or the
Trustee that such destroyed, lost or stolen Certificate has been acquired by a
protected purchaser, and provided that the requirements of Section 8-405 of the
Uniform Commercial Code in effect in any applicable jurisdiction are met, the
Trustee shall execute, authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates of like series, in authorized denominations and of like Fractional
Undivided Interest and bearing a number not contemporaneously outstanding.

      In connection with the issuance of any new Certificate under this Section
3.06, the Trustee shall require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Registrar) connected therewith.

      Any duplicate Certificate issued pursuant to this Section 3.06 shall
constitute conclusive evidence of the appropriate Fractional Undivided Interest
in the related Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

      The provisions of this Section 3.06 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Certificates.

      Section 3.07. Persons Deemed Owners. Prior to due presentment of a
Certificate for registration of transfer, the Company, the Trustee, the
Registrar and any Paying Agent may treat the Person in whose name any
Certificate is registered (as of the day of determination) on the Register as
the owner of such Certificate and the Certificateholder for the purpose of
receiving distributions pursuant to Article IV and for all other purposes
whatsoever, and none of the Company, the Trustee, the Registrar or any Paying
Agent shall be affected by any notice to the contrary. All payments or
distributions made to any such Person shall be valid and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable on any such Certificate.

      Unless otherwise provided with respect to any Certificates pursuant to
Section 2.01(b), the Company, the Parent, any other obligor upon any
Certificates and any Affiliate of any thereof may acquire, tender for, purchase,
own, hold, become the pledgee of and otherwise deal with any Certificates.

      Section 3.08. Cancellation. All Certificates surrendered for payment or
transfer or exchange shall, if surrendered to the Trustee or any agent of the
Trustee other than the Registrar, be delivered to the Registrar for cancellation
and shall promptly be cancelled by it. No Certificates shall be authenticated in
lieu of or in exchange for any Certificates cancelled as

                                       23


provided in this Section 3.08, except as expressly permitted by this Agreement.
All cancelled Certificates held by the Registrar shall be destroyed and a
certification of their destruction delivered to the Trustee.

      Section 3.09. Limitation of Liability for Payments. All payments and
distributions made to Certificateholders of any series in respect of the
Certificates of such series shall be made only from the Trust Property of the
related Trust and only to the extent that the Trustee shall have sufficient
income or proceeds from such Trust Property to make such payments in accordance
with the terms of Article IV of this Agreement. The Certificates do not
represent indebtedness of the related Trusts, and references herein or in any
Trust Supplement to interest accruing on any Certificates are intended for
purposes of computation only. Each Certificateholder, by its acceptance of a
Certificate, agrees that it will look solely to the income and proceeds from the
Trust Property of the related Trust for any payment or distribution due to such
Certificateholder pursuant to the terms of this Agreement and that it will not
have any recourse to the Company, the Trustee, the Loan Trustees, any Owner
Trustee or any Owner Participant, except as otherwise expressly provided in this
Agreement, in any Note Document or in any related Intercreditor Agreement.

      The Company is a party to this Agreement solely for purposes of meeting
the requirements of the Trust Indenture Act, and therefore the Company shall not
have any right, obligation or liability hereunder, or under the terms of any
Trust Supplement or any Certificates (except as otherwise expressly provided
herein or therein).

      Section 3.10. CUSIP Numbers. The Certificates may include "CUSIP" numbers
(if then generally in use), and if so, the Trustee may use the CUSIP numbers in
notices in respect of the Certificates; provided, however, that any such notice
may state that no representation is made as to the correctness or accuracy of
the CUSIP number printed in the notice or on the Certificates, that reliance may
be placed only on the other identification numbers printed on the Certificates,
and any such notice shall not be affected by any defect or omission of such
CUSIP numbers.

                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

      Section 4.01. Certificate Account and Special Payments Account. (a) The
Trustee shall establish and maintain on behalf of the Certificateholders of each
series a Certificate Account as one or more non-interest-bearing accounts. The
Trustee shall hold such Certificate Account in trust for the benefit of the
Certificateholders of such series, and shall make or permit withdrawals
therefrom only as provided in this Agreement or any Intercreditor Agreement. On
each day when a Scheduled Payment is made to the Trustee with respect to the
Certificates of any series, the Trustee, upon receipt thereof, shall immediately
deposit the aggregate amount of such Scheduled Payment in the applicable
Certificate Account.

            (b) The Trustee shall establish and maintain on behalf of the
Certificateholders of each series a Special Payments Account as one or more
accounts, which shall be non-interest bearing except as provided in Section
4.04. The Trustee shall hold the

                                       24


Special Payments Account in trust for the benefit of the Certificateholders of
such series and shall make or permit withdrawals therefrom only as provided in
this Agreement or any Intercreditor Agreement. On each day when one or more
Special Payments are made to the Trustee with respect to the Certificates of any
series, the Trustee, upon receipt thereof, shall immediately deposit the
aggregate amount of such Special Payments in the applicable Special Payments
Account.

            (c) The Trustee shall present (or, if applicable, cause the
Subordination Agent to present) to the related Loan Trustee of each Equipment
Note such Equipment Note on the date of its stated final maturity or, in the
case of any Equipment Note which is to be redeemed or purchased in whole
pursuant to the related Indenture, on the applicable redemption or purchase date
under such Indenture.

      Section 4.02. Distributions from Certificate Account and Special Payments
Account. (a) Subject to the provisions of the Intercreditor Agreement, on each
Regular Distribution Date with respect to a series of Certificates or as soon
thereafter as the Trustee has confirmed receipt of the payment of all or any
part of the Scheduled Payments due on the Equipment Notes held in the related
Trust on such date, the Trustee shall distribute out of the applicable
Certificate Account the entire amount deposited therein pursuant to Section
4.01(a). There shall be so distributed to each Certificateholder of record of
such series on the Record Date with respect to such Regular Distribution Date
(other than as provided in Section 11.01 concerning the final distribution) by
check mailed to such Certificateholder, at the address appearing in the
Register, such Certificateholder's pro rata share (based on the aggregate
Fractional Undivided Interest in the related Trust held by such
Certificateholder) of the total amount in the applicable Certificate Account,
except that, with respect to Certificates registered on the Record Date in the
name of a Clearing Agency (or its nominee), such distribution shall be made by
wire transfer in immediately available funds to the account designated by such
Clearing Agency (or such nominee).

            (b) Subject to the provisions of the Intercreditor Agreement, on
each Special Distribution Date with respect to any Special Payment with respect
to a series of Certificates or as soon thereafter as the Trustee has confirmed
receipt of any Special Payments due on the Equipment Notes held in the related
Trust or realized upon the sale of such Equipment Notes, the Trustee shall
distribute out of the applicable Special Payments Account the entire amount of
such applicable Special Payment deposited therein pursuant to Section 4.01(b).
There shall be so distributed to each Certificateholder of record of such series
on the Record Date with respect to such Special Distribution Date (other than as
provided in Section 11.01 concerning the final distribution) by check mailed to
such Certificateholder, at the address appearing in the Register, such
Certificateholder's pro rata share (based on the aggregate Fractional Undivided
Interest in the related Trust held by such Certificateholder) of the total
amount in the applicable Special Payments Account on account of such Special
Payment, except that, with respect to Certificates registered on the Record Date
in the name of a Clearing Agency (or its nominee), such distribution shall be
made by wire transfer in immediately available funds to the account designated
by such Clearing Agency (or such nominee).

            (c) The Trustee shall, at the expense of the Company, cause notice
of each Special Payment with respect to a series of Certificates to be mailed to
each Certificateholder of

                                       25


such series at such Certificateholder's address as it appears in the Register.
Subject to the provisions of the Intercreditor Agreement: (i) in the event of
redemption or purchase of Equipment Notes held in the related Trust, such notice
shall be mailed not less than 15 days prior to the Special Distribution Date for
the Special Payment resulting from such redemption or purchase, which Special
Distribution Date shall be the date of such redemption or purchase; (ii) in the
event that the Trustee receives a notice from the Company pursuant to Section
2.02 that Postponed Notes will not be purchased by the Trustee, such notice of
Special Payment shall be mailed as soon as practicable after receipt of such
notice from the Company and shall state the Special Distribution Date for such
Special Payment, which shall occur 20 days after the date of such notice of
Special Payment or (if such 20th day is not practicable) as soon as practicable
thereafter; (iii) in the event that any Special Payment is to be made pursuant
to the last paragraph of Section 2.02(b) hereof, such notice of Special Payment
shall be mailed on the Cut-off Date (or, if such mailing on the Cut-off Date is
not practicable, as soon as practicable after the Cut-off Date), and shall state
the Special Distribution Date for such Special Payment, which shall occur 20
days after the date of such notice of Special Payment (or, if such 20th day is
not practicable, as soon as practicable thereafter); and (iv) in the case of any
other Special Payments, such notice of Special Payment shall be mailed as soon
as practicable after the Trustee has confirmed that it has received funds for
such Special Payment, and shall state the Special Distribution Date for such
Special Payment, which shall occur 20 days after the date of such notice of
Special Payment or (if such 20th day is not practicable) as soon as practicable
thereafter. Notices mailed by the Trustee as provided in the paragraphs above
shall set forth:

                  (i) the Special Distribution Date and the Record Date therefor
            (except as otherwise provided in Section 11.01);

                  (ii) the amount of the Special Payment (taking into account
            any payment to be made by the Responsible Party pursuant to Section
            2.02(b)) for each $1,000 face amount Certificate and the amount
            thereof constituting principal, premium, if any, and interest;

                  (iii) the reason for the Special Payment; and

                  (iv) if the Special Distribution Date is the same date as a
            Regular Distribution Date for the Certificates of such series, the
            total amount to be received on such date for each $1,000 face amount
            Certificate.

      If the amount of premium, if any, payable upon the redemption or purchase
of an Equipment Note has not been calculated at the time that the Trustee mails
notice of a Special Payment, it shall be sufficient if the notice sets forth the
other amounts to be distributed and states that any premium received will also
be distributed.

      If any redemption or purchase of the Equipment Notes held in any Trust is
cancelled, the Trustee, as soon as possible after learning thereof, shall cause
notice thereof to be mailed to each Certificateholder of the related series at
its address as it appears on the Register.

      Section 4.03. Statements to Certificateholders. (a) On each Regular
Distribution Date and Special Distribution Date, the Trustee will include with
each distribution of a Scheduled

                                       26


Payment or Special Payment, as the case may be, to Certificateholders of the
related series a statement setting forth the information provided below. Such
statement shall, except to the extent otherwise provided in the applicable Trust
Supplement, set forth (per $1,000 aggregate face amount of Certificate as to (i)
and (ii) below) the following information:

                  (i) the amount of such distribution under this Agreement
            allocable to principal and the amount allocable to premium, if any;

                  (ii) the amount of such distribution under this Agreement
            allocable to interest; and

                  (iii) the Pool Balance and the Pool Factor of the related
            Trust.

      With respect to the Certificates registered in the name of a Clearing
Agency or its nominee, on the Record Date prior to each Distribution Date, the
Trustee will request from the Clearing Agency a securities position listing
setting forth the names of all the Clearing Agency Participants reflected on the
Clearing Agency's books as holding interests in the Certificates on such Record
Date. On each Distribution Date, the applicable Trustee will mail to each such
Clearing Agency Participant the statement described above and will make
available additional copies as requested by such Clearing Agency Participant for
forwarding to holders of interests in the Certificates.

            (b) Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, except to the
extent otherwise provided in the applicable Trust Supplement, the Trustee shall
furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i) and (a)(ii) above with respect to the
related Trust for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for the
applicable portion of such year, and such other items as are readily available
to the Trustee and which a Certificateholder shall reasonably request as
necessary for the purpose of such Certificateholder's preparation of its federal
income tax returns. With respect to Certificates registered in the name of a
Clearing Agency or its nominee, such statement and such other items shall be
prepared on the basis of information supplied to the Trustee by the Clearing
Agency Participants and shall be delivered by the Trustee to such Clearing
Agency Participants to be available for forwarding by such Clearing Agency
Participants to the holders of interests in the Certificates.

      Section 4.04. Investment of Special Payment Moneys. Any money received by
the Trustee pursuant to Section 4.01(b) representing a Special Payment which is
not distributed on the date received shall, to the extent practicable, be
invested by the Trustee in Permitted Investments selected by the Controlling
Party in telephonic (confirmed in writing) or written instructions to the
Trustee pending distribution of such Special Payment pursuant to Section 4.02.
Absent receipt of such instructions from the Controlling Party, such Special
Payment shall remain uninvested by the Trustee pending receipt of investment
instructions. Any investment made pursuant to this Section 4.04 shall be in such
Permitted Investments having maturities not later than the date that such moneys
are required to be used to make the payment required under Section 4.02 on the
applicable Special Distribution Date and the Trustee shall hold any such

                                       27


Permitted Investments until maturity. The Trustee shall have no liability with
respect to any investment made pursuant to this Section 4.04, other than by
reason of the willful misconduct or negligence of the Trustee. All income and
earnings from such investments shall be distributed on such Special Distribution
Date as part of such Special Payment.

                                    ARTICLE V

                                   THE COMPANY

      Section 5.01. Maintenance of Corporate Existence. The Company, at its own
cost and expense, will do or cause to be done all things necessary to preserve
and keep in full force and effect its corporate existence, rights and
franchises, except as otherwise specifically permitted in Section 5.02;
provided, however, that the Company shall not be required to preserve any right
or franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company.

      Section 5.02. Consolidation, Merger, Etc. The Company shall not
consolidate with or merge into any other corporation or convey, transfer or
lease substantially all of its assets as an entirety to any Person unless:

            (a) the corporation formed by such consolidation or into which the
      Company is merged or the Person that acquires by conveyance, transfer or
      lease substantially all of the assets of the Company as an entirety shall
      (i) be organized and validly existing under the laws of the United States
      of America or any state thereof or the District of Columbia, (ii) be a
      "citizen of the United States" as defined in 49 U.S.C. Sections
      40102(a)(15), as amended, and (iii) hold an air carrier operating
      certificate issued pursuant to Chapter 447 of Title 49 of the United
      States Code for aircraft capable of carrying 10 or more individuals or
      6,000 pounds or more of cargo, if and so long as such status is a
      condition of entitlement to the benefits of Section 1110 of the Bankruptcy
      Reform Act of 1978, as amended (11 U.S.C. Sections 1110), with respect to
      the Leases or the Aircraft owned by the Company; and

            (b) the corporation formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance, transfer or
      lease substantially all of the assets of the Company as an entirety shall
      execute and deliver to the Trustee applicable to the Certificates of each
      series a duly authorized, valid, binding and enforceable agreement in form
      and substance reasonably satisfactory to the Trustee containing an
      assumption by such successor corporation or Person of the due and punctual
      performance and observance of each covenant and condition of the Note
      Documents and of this Agreement applicable to the Certificates of each
      series to be performed or observed by the Company.

      The Trustee may request an Officer's Certificate of the Company and an
Opinion of Counsel of the Company (that may be the Company's General Counsel,
Deputy General Counsel, Associate General Counsel or other senior attorney of
the Company) reasonably satisfactory to the Trustee, each stating that such
consolidation, merger, conveyance, transfer or lease and the assumption
agreement mentioned in clause (b) above comply with this Section 5.02

                                       28


and that all conditions precedent herein provided for relating to such
transaction have been complied with.

      Upon any consolidation or merger, or any conveyance, transfer or lease of
substantially all of the assets of the Company as an entirety in accordance with
this Section 5.02, the successor corporation or Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Agreement applicable
to the Certificates of each series with the same effect as if such successor
corporation or Person had been named as the Company herein. No such conveyance,
transfer or lease of substantially all of the assets of the Company as an
entirety shall have the effect of releasing any successor corporation or Person
which shall have become such in the manner prescribed in this Section 5.02 from
its liability in respect of this Agreement and any Note Document applicable to
the Certificates of such series to which it is a party.

                                   ARTICLE VI

                                     DEFAULT

      Section 6.01. Indenture Events of Default and Triggering Events. (a) Upon
the occurrence and during the continuation of any Indenture Event of Default
under any Indenture, the Trustee may (i) to the extent it is the Controlling
Party at such time (as determined pursuant to the related Intercreditor
Agreement), direct the exercise of remedies as provided in such related
Intercreditor Agreement and (ii) if there is no related Intercreditor Agreement,
direct the exercise of remedies or take other action as provided in the relevant
Indenture to the extent that it may do so as the holder of the Equipment Notes
issued under such Indenture and held in the related Trust.

            (b) By acceptance of its Certificate, each Certificateholder agrees
that at any time after the occurrence and during the continuation of a
Triggering Event, each Certificateholder of Certificates of certain series
(each, a "POTENTIAL PURCHASER" and, collectively, the "POTENTIAL PURCHASERS")
may have certain rights to purchase the Certificates of one or more other
series, all as set forth in the Trust Supplement applicable to the Certificates
held by such Potential Purchaser. The purchase price with respect to the
Certificates of any series shall be equal to the Pool Balance of the
Certificates of such series, together with accrued and unpaid interest thereon
to the date of such purchase, without premium, but including any other amounts
then due and payable to the Certificateholders of such series under this
Agreement, any related Intercreditor Agreement or any other Note Document or on
or in respect of the Certificates of such series; provided, however, that if
such purchase occurs after a Record Date, such purchase price shall be reduced
by the amount to be distributed under this Agreement on the related Distribution
Date (which deducted amounts shall remain distributable to, and may be retained
by, the Certificateholder as of such Record Date); provided, further, that no
such purchase of Certificates of such series shall be effective unless the
purchasing Certificateholder (each, a "PURCHASING CERTIFICATEHOLDER" and,
collectively, the "PURCHASING CERTIFICATEHOLDERS") shall certify to the Trustee
that contemporaneously with such purchase, one or more Purchasing
Certificateholders are purchasing, pursuant to the terms of this Agreement and
the other Agreements, if any, relating to the Certificates of a series that are
subject to the

                                       29


same Intercreditor Agreement (such other Agreements, the "OTHER AGREEMENTS"),
the Certificates of each such series that the Trust Supplement applicable to the
Certificates held by the Purchasing Certificateholder specifies may be purchased
by such Purchasing Certificateholder. Each payment of the purchase price of the
Certificates of any series shall be made to an account or accounts designated by
the Trustee and each such purchase shall be subject to the terms of this Section
6.01. By acceptance of its Certificate, each Certificateholder (each, a "SELLING
CERTIFICATEHOLDER" and, collectively, the "SELLING CERTIFICATEHOLDERS") of a
series that is subject to purchase by Potential Purchasers, all as set forth in
the Trust Supplement applicable to the Certificates held by the Selling
Certificateholders, agrees that, at any time after the occurrence and during the
continuance of a Triggering Event, it will, upon payment of the purchase price
specified in this Agreement by one or more Purchasing Certificateholders,
forthwith sell, assign, transfer and convey to such Purchasing Certificateholder
(without recourse, representation or warranty of any kind except for its own
acts), all of the right, title, interest and obligation of such Selling
Certificateholder in this Agreement, any related Intercreditor Agreement, the
related Liquidity Facility, the related Note Documents and all Certificates of
such series held by such Selling Certificateholder (excluding all right, title
and interest under any of the foregoing to the extent such right, title or
interest is with respect to an obligation not then due and payable as respects
any action or inaction or state of affairs occurring prior to such sale) and the
Purchasing Certificateholder shall assume all of such Selling
Certificateholder's obligations under this Agreement, any related Intercreditor
Agreement, any related Liquidity Facility and the related Note Documents. The
Certificates of such series will be deemed to be purchased on the date payment
of the purchase price is made notwithstanding the failure of any Selling
Certificateholder to deliver any Certificates of such series and, upon such a
purchase, (i) the only rights of the Selling Certificateholders will be to
deliver the Certificates to the Purchasing Certificateholder and receive the
purchase price for such Certificates of such series and (ii) if the Purchasing
Certificateholder shall so request, such Selling Certificateholder will comply
with all of the provisions of Section 3.04 hereof to enable new Certificates of
such series to be issued to the Purchasing Certificateholder in such
denominations as it shall request. All charges and expenses in connection with
the issuance of any such new Certificates shall be borne by the Purchasing
Certificateholder.

      Section 6.02. Incidents of Sale of Equipment Notes. Upon any sale of all
or any part of the Equipment Notes held in the Trust made either under the power
of sale given under this Agreement or otherwise for the enforcement of this
Agreement, the following shall be applicable:

            (1) Certificateholders and Trustee May Purchase Equipment Notes. Any
      Certificateholder, the Trustee in its individual or any other capacity or
      any other Person may bid for and purchase any of the Equipment Notes held
      in the Trust, and upon compliance with the terms of sale, may hold,
      retain, possess and dispose of such Equipment Notes in their own absolute
      right without further accountability.

            (2) Receipt of Trustee Shall Discharge Purchaser. The receipt of the
      Trustee making such sale shall be a sufficient discharge to any purchaser
      for its purchase money, and, after paying such purchase money and
      receiving such receipt, such purchaser or its personal representative or
      assigns shall not be obliged to see to the application of such

                                       30


      purchase money, or be in any way answerable for any loss, misapplication
      or non-application thereof.

            (3) Application of Moneys Received upon Sale. Any moneys collected
      by the Trustee upon any sale made either under the power of sale given by
      this Agreement or otherwise for the enforcement of this Agreement shall be
      applied as provided in Section 4.02.

      Section 6.03. Judicial Proceedings Instituted by Trustee; Trustee May
Bring Suit. If there shall be a failure to make payment of the principal of,
premium, if any, or interest on any Equipment Note held in the related Trust, or
if there shall be any failure to pay Rent (as defined in the relevant Lease)
under any Lease when due and payable, then the Trustee, in its own name and as
trustee of an express trust, as holder of such Equipment Notes, to the extent
permitted by and in accordance with the terms of any related Intercreditor
Agreement and any related Note Documents (subject to rights of the applicable
Owner Trustee or Owner Participant to cure any such failure to pay principal of,
premium, if any, or interest on any Equipment Note or to pay Rent under any
Lease in accordance with the applicable Indenture and to the rights of the
Lessee under any applicable Lease), shall be entitled and empowered to institute
any suits, actions or proceedings at law, in equity or otherwise, for the
collection of the sums so due and unpaid on such Equipment Notes or under such
Lease and may prosecute any such claim or proceeding to judgment or final decree
with respect to the whole amount of any such sums so due and unpaid.

      Section 6.04. Control by Certificateholders. Subject to Section 6.03 and
any related Intercreditor Agreement, the Certificateholders holding Certificates
of a series evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in the related Trust shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee with respect to such Trust or pursuant to the terms of such
Intercreditor Agreement, or exercising any trust or power conferred on the
Trustee under this Agreement or such Intercreditor Agreement, including any
right of the Trustee as Controlling Party under such Intercreditor Agreement or
as holder of the Equipment Notes held in the related Trust; provided, however,
that

            (1) such Direction shall not in the opinion of the Trustee be in
      conflict with any rule of law or with this Agreement and would not involve
      the Trustee in personal liability or expense;

            (2) the Trustee shall not determine that the action so directed
      would be unjustly prejudicial to the Certificateholders of such series not
      taking part in such Direction; and

            (3) the Trustee may take any other action deemed proper by the
      Trustee which is not inconsistent with such Direction.

      Section 6.05. Waiver of Past Defaults. Subject to any related
Intercreditor Agreement, the Certificateholders holding Certificates of a series
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the related Trust (i) may on behalf of all of the
Certificateholders of such series waive any past default or Event of Default
under this Agreement

                                       31


and its consequences or (ii) if the Trustee is the Controlling Party, may direct
the Trustee to instruct the applicable Loan Trustee to waive any past Indenture
default, Indenture Event of Default, or, if applicable, the corresponding Lease
default, under any related Indenture and its consequences, and thereby annul any
Direction given by such Certificateholders or the Trustee to such Loan Trustee
with respect thereto, except a default:

            (1) in the deposit of any Scheduled Payment or Special Payment under
      Section 4.01 or in the distribution of any payment under Section 4.02 on
      the Certificates of a series; or

            (2) in the payment of the principal of, premium, if any, or
      interest, if any, on the Equipment Notes held in the related Trust; or

            (3) in respect of a covenant or provision hereof which under Article
      IX hereof cannot be modified or amended without the consent of each
      Certificateholder holding an Outstanding Certificate of the series
      affected thereby.

Upon any such waiver, such default shall cease to exist with respect to the
Certificates of such series and any Event of Default arising therefrom shall be
deemed to have been cured for every purpose and any direction given by the
Trustee on behalf of the Certificateholders of such series to the relevant Loan
Trustee shall be annulled with respect thereto; but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent thereon. Upon any such waiver, the Trustee shall vote the Equipment
Notes issued under the relevant Indenture to waive the corresponding Indenture
Event of Default (and, if applicable, the corresponding Lease default).

      Section 6.06. Right of Certificateholders to Receive Payments Not to Be
Impaired. Anything in this Agreement to the contrary notwithstanding, including,
without limitation, Section 6.07 hereof, but subject to any related
Intercreditor Agreement, the right of any Certificateholder to receive
distributions of payments required pursuant to Section 4.02 hereof on the
applicable Certificates when due, or to institute suit for the enforcement of
any such payment on or after the applicable Regular Distribution Date or Special
Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.

      Section 6.07. Certificateholders May Not Bring Suit Except Under Certain
Conditions. A Certificateholder of any series shall not have the right to
institute any suit, action or proceeding at law or in equity or otherwise with
respect to this Agreement, for the appointment of a receiver or for the
enforcement of any other remedy under this Agreement, unless:

            (1) such Certificateholder previously shall have given written
      notice to the Trustee of a continuing Event of Default;

            (2) Certificateholders holding Certificates of such series
      evidencing Fractional Undivided Interests aggregating not less than 25% of
      the related Trust shall have requested the Trustee in writing to institute
      such action, suit or proceeding and shall have offered to the Trustee
      indemnity as provided in Section 7.03(e);

                                       32


            (3) the Trustee shall have refused or neglected to institute any
      such action, suit or proceeding for 60 days after receipt of such notice,
      request and offer of indemnity; and

            (4) no direction inconsistent with such written request shall have
      been given to the Trustee during such 60-day period by Certificateholders
      holding Certificates of such series evidencing Fractional Undivided
      Interests aggregating not less than a majority in interest in the related
      Trust.

      Except to the extent provided in any applicable Intercreditor Agreement or
in any applicable Trust Supplement, it is understood and intended that no one or
more of the Certificateholders of any series shall have any right in any manner
whatsoever hereunder or under the related Trust Supplement or under the
Certificates of such series to (i) surrender, impair, waive, affect, disturb or
prejudice any property in the Trust Property of the related Trust, or the lien
of any related Indenture on any property subject thereto, or the rights of the
Certificateholders of such series or the holders of the related Equipment Notes,
(ii) obtain or seek to obtain priority over or preference with respect to any
other such Certificateholder of such series or (iii) enforce any right under
this Agreement, except in the manner provided in this Agreement and for the
equal, ratable and common benefit of all the Certificateholders of such series
subject to the provisions of this Agreement.

      Section 6.08. Remedies Cumulative. Every remedy given under this Agreement
to the Trustee or to any of the Certificateholders of any series shall not be
exclusive of any other remedy or remedies, and every such remedy shall be
cumulative and in addition to every other remedy given under this Agreement or
now or hereafter given by statute, law, equity or otherwise.

      Section 6.09. Undertaking for Costs. In any suit for the enforcement of
any right or remedy under this Agreement, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided, however, that neither
this Section 6.09 nor the Trust Indenture Act shall be deemed to authorize any
court to require such an undertaking or to make such an assessment in any suit
instituted by the Company.

                                   ARTICLE VII

                                   THE TRUSTEE

      Section 7.01. Certain Duties and Responsibilities. (a) Except during the
continuance of an Event of Default in respect of a Trust, the Trustee undertakes
to perform such duties in respect of such Trust as are specifically set forth in
this Agreement, and no implied covenants or obligations shall be read into this
Agreement against the Trustee.

            (b) In case an Event of Default in respect of a Trust has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Agreement in respect of such Trust, and use the same degree
of care and skill in their exercise, as

                                       33


a prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs.

            (c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct, except that:

            (1) this Subsection (c) shall not be construed to limit the effect
      of Subsection (a) of this Section 7.01; and

            (2) the Trustee shall not be liable for any error of judgment made
      in good faith by a Responsible Officer of the Trustee, unless it shall be
      proved that the Trustee was negligent in ascertaining the pertinent facts.

            (d) Whether or not herein expressly so provided, every provision of
this Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 7.01.

      Section 7.02. Notice of Defaults. (a) As promptly as practicable after,
and in any event within 90 days after, the occurrence of any default (as such
term is defined below) hereunder known to the Trustee, the Trustee shall
transmit by mail to the Company, any related Owner Trustees, any related Owner
Participants, the related Loan Trustees and the Certificateholders holding
Certificates of the related series, in the manner and to the extent provided in
Section 313(c) of the Trust Indenture Act, notice of such default hereunder
known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal, premium, if any, or interest on any Equipment Note, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith shall determine that the
withholding of such notice is in the interests of the Certificateholders of the
related series. For the purpose of this Section 7.02 in respect of any Trust,
the term "default" means any event that is, or after notice or lapse of time or
both would become, an Event of Default in respect of that Trust.

            (b) The Trustee shall not be deemed to have knowledge of any Default
unless a Responsible Officer of the Trustee shall have received written notice
of such Default; provided, however, that the Trustee shall be deemed to have
notice of any failure to receive Scheduled Payments under this Agreement.

      Section 7.03. Certain Rights of Trustee. Subject to the provisions of
Section 315 of the Trust Indenture Act:

                  (a) the Trustee may rely and shall be protected in acting or
      refraining from acting in reliance upon any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture or other paper or document believed by it
      to be genuine and to have been signed or presented by the proper party or
      parties;

                                       34


                  (b) any request or direction of the Company mentioned herein
      shall be sufficiently evidenced by a Request;

                  (c) whenever in the administration of this Agreement or any
      Intercreditor Agreement, the Trustee shall deem it desirable that a matter
      be proved or established prior to taking, suffering or omitting any action
      hereunder, the Trustee (unless other evidence be herein specifically
      prescribed) may, in the absence of bad faith on its part, rely upon an
      Officer's Certificate of the Company, any related Owner Trustee or any
      related Loan Trustee;

                  (d) the Trustee may consult with counsel and the advice of
      such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken, suffered or
      omitted by it hereunder in good faith and in reliance thereon;

                  (e) the Trustee shall be under no obligation to exercise any
      of the rights or powers vested in it by this Agreement or any
      Intercreditor Agreement at the Direction of any of the Certificateholders
      pursuant to this Agreement or any Intercreditor Agreement, unless such
      Certificateholders shall have offered to the Trustee reasonable security
      or indemnity against the cost, expenses and liabilities which might be
      incurred by it in compliance with such Direction;

                  (f) the Trustee shall not be bound to make any investigation
      into the facts or matters stated in any resolution, certificate,
      statement, instrument, opinion, report, notice, request, direction,
      consent, order, bond, debenture or other paper or document;

                  (g) the Trustee may execute any of the trusts or powers under
      this Agreement or any Intercreditor Agreement or perform any duties under
      this Agreement or any Intercreditor Agreement either directly or by or
      through agents or attorneys, and the Trustee shall not be responsible for
      any misconduct or negligence on the part of any agent or attorney
      appointed with due care by it under this Agreement or any Intercreditor
      Agreement;

                  (h) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      Direction of the Certificateholders holding Certificates of any series
      evidencing Fractional Undivided Interests aggregating not less than a
      majority in interest in the related Trust relating to the time, method and
      place of conducting any proceeding for any remedy available to the
      Trustee, or exercising any trust or power conferred upon the Trustee,
      under this Agreement or any Intercreditor Agreement; and

                  (i) the Trustee shall not be required to expend or risk its
      own funds in the performance of any of its duties under this Agreement, or
      in the exercise of any of its rights or powers, if it shall have
      reasonable grounds for believing that repayment of such funds or adequate
      indemnity against such risk is not reasonably assured to it.

                                       35


      Section 7.04. Not Responsible for Recitals or Issuance of Certificates.
The recitals contained herein and in the Certificates of each series, except the
certificates of authentication, shall not be taken as the statements of the
Trustee, and the Trustee assumes no responsibility for their correctness.
Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Basic Agreement, any Equipment Notes, any Intercreditor
Agreement, any Liquidity Facility to which the Trustee may be a party, the
Certificates of any series, any Trust Supplement or any Note Documents, except
that the Trustee hereby represents and warrants that this Basic Agreement has
been, and each Trust Supplement, each Certificate, each Note Purchase Agreement,
each Intercreditor Agreement and any such Liquidity Facility of, or relating to,
each series will be executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

      Section 7.05. May Hold Certificates. The Trustee, any Paying Agent,
Registrar or any of their Affiliates or any other agent, in their respective
individual or any other capacity, may become the owner or pledgee of
Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
if applicable, may otherwise deal with the Company, the Parent, any Owner
Trustees, any Owner Participants or the Loan Trustees with the same rights it
would have if it were not Trustee, Paying Agent, Registrar or such other agent.

      Section 7.06. Money Held in Trust. Money held by the Trustee or the Paying
Agent in trust under this Agreement need not be segregated from other funds
except to the extent required in this Agreement or by law and neither the
Trustee nor the Paying Agent shall have any liability for interest upon any such
moneys except as provided for in this Agreement.

      Section 7.07. Compensation and Reimbursement. The Company agrees:

            (1) to pay, or cause to be paid, to the Trustee from time to time
      such reasonable compensation for all services rendered by it under this
      Agreement as the Company and the Trustee may agree in writing from time to
      time (which compensation shall not be limited by any provision of law in
      regard to the compensation of a trustee of an express trust); and

            (2) except as otherwise expressly provided herein or in any Trust
      Supplement, to reimburse, or cause to be reimbursed, the Trustee upon its
      request for all reasonable out-of-pocket expenses, disbursements and
      advances incurred or made by the Trustee in accordance with any provision
      of this Basic Agreement, any Trust Supplement, any Intercreditor Agreement
      or any Liquidity Facility to which the Trustee may be a party (including
      the reasonable compensation and the expenses and disbursements of its
      agents and counsel), except any such expense, disbursement or advance as
      may be attributable to the Trustee's negligence, willful misconduct or bad
      faith or as may be incurred due to the Trustee's breach of its
      representations and warranties set forth in Section 7.15; and

            (3) to indemnify, or cause to be indemnified, the Trustee with
      respect to the Certificates of any series, pursuant to the particular
      sections of the Note Purchase Agreement specified in the related Trust
      Supplement.

                                       36


      The Trustee shall be entitled to reimbursement from, and shall have a lien
prior to the Certificates of each series upon, all property and funds held or
collected by the Trustee in its capacity as Trustee with respect to such series
or the related Trust for any tax incurred without negligence, bad faith or
willful misconduct, on its part, arising out of or in connection with the
acceptance or administration of such Trust (other than any tax attributable to
the Trustee's compensation for serving as such), including any reasonable costs
and expenses incurred in contesting the imposition of any such tax. The Trustee
shall notify the Company of any claim for any tax for which it may seek
reimbursement. If the Trustee reimburses itself from the Trust Property of such
Trust for any such tax, it will mail a brief report within 30 days setting forth
the amount of such tax and the circumstances thereof to all Certificateholders
of such series as their names and addresses appear in the Register.

      Section 7.08. Corporate Trustee Required; Eligibility. Each Trust shall at
all times have a Trustee which shall be a bank, trust company or other financial
institution organized and doing business under the laws of the United States or
any state thereof, shall be eligible to act as a trustee under Section 310(a) of
the Trust Indenture Act and shall have a combined capital and surplus of at
least $75,000,000 (or a combined capital and surplus in excess of $5,000,000 and
the obligations of which, whether now in existence or hereafter incurred, are
fully and unconditionally guaranteed by a corporation organized and doing
business under the laws of the United States, any state or territory thereof or
the District of Columbia and having a combined capital and surplus of at least
$75,000,000). If such bank, trust company or other financial institution or such
corporation publishes reports of conditions at least annually, pursuant to law
or to the requirements of federal, state, territorial or District of Columbia
supervising or examining authority, then for the purposes of this Section 7.08
the combined capital and surplus of such bank, trust company or other financial
institution or such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of conditions so published.

      In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 7.08 to act as Trustee of any Trust, the
Trustee shall resign immediately as Trustee of such Trust in the manner and with
the effect specified in Section 7.09.

      Section 7.09. Resignation and Removal; Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
of any Trust pursuant to this Article VII shall become effective until the
acceptance of appointment by the successor Trustee under Section 7.10.

            (b) The Trustee may resign at any time as Trustee of any or all
Trusts by giving prior written notice thereof to the Company, the Authorized
Agents, any related Owner Trustees and the related Loan Trustees. If an
instrument of acceptance by a successor Trustee shall not have been delivered to
the Company, any related Owner Trustees and the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

            (c) The Trustee may be removed at any time as the Trustee of any
Trust by Direction of the Certificateholders of the related series holding
Certificates of such series evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in such

                                       37


Trust delivered to the Trustee and to the Company, any related Owner Trustees
and the related Loan Trustees.

            (d) If at any time in respect of any Trust:

            (1) the Trustee shall fail to comply with Section 310 of the Trust
      Indenture Act, if applicable, after written request therefore by the
      Company or by any Certificateholder who has been a bona fide
      Certificateholder for at least six months; or

            (2) the Trustee shall cease to be eligible under Section 7.08 and
      shall fail to resign after written request therefor by the Company or by
      any such Certificateholder; or

            (3) the Trustee shall become incapable of acting or shall be
      adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its
      property shall be appointed or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation;

then, in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder of the related series who has been a bona fide
Certificateholder for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee of such Trust.

            (e) If a Responsible Officer of the Trustee shall obtain actual
knowledge of an Avoidable Tax (as defined below) in respect of any Trust which
has been or is likely to be asserted, the Trustee shall promptly notify the
Company and shall, within 30 days of such notification, resign as Trustee of
such Trust hereunder unless within such 30-day period the Trustee shall have
received notice that the Company has agreed to pay such tax. The Company shall
promptly appoint a successor Trustee of such Trust in a jurisdiction where there
are no Avoidable Taxes. As used herein, an "AVOIDABLE TAX" in respect of such
Trust means a state or local tax: (i) upon (w) such Trust, (x) such Trust
Property, (y) Certificateholders of such Trust or (z) the Trustee for which the
Trustee is entitled to seek reimbursement from the Trust Property of such Trust,
and (ii) which would be avoided if the Trustee were located in another state, or
jurisdiction within a state, within the United States of America. A tax shall
not be an Avoidable Tax in respect of any Trust if the Company or any Owner
Trustee shall agree to pay, and shall pay, such tax.

            (f) If the Trustee shall resign, be removed or become incapable of
acting as Trustee of any Trust or if a vacancy shall occur in the office of the
Trustee of any Trust for any cause, the Company shall promptly appoint a
successor Trustee of such Trust. If, within one year after such resignation,
removal or incapability, or other occurrence of such vacancy, a successor
Trustee of such Trust shall be appointed by Direction of the Certificateholders
of the related series holding Certificates of such series evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in such
Trust delivered to the Company, any related Owner Trustees, the related Loan
Trustee and the retiring Trustee, then the successor Trustee of such Trust so
appointed shall, with the approval of the Company of such appointment, which
approval shall not be unreasonably withheld, forthwith upon its acceptance of
such appointment, become the successor Trustee of such Trust and supersede the
successor Trustee of

                                       38


such Trust appointed by the Company as provided above. If no successor Trustee
shall have been so appointed by the Company as provided above and accepted
appointment in the manner hereinafter provided, the resigning Trustee or any
Certificateholder who has been a bona fide Certificateholder of the related
series for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee of such Trust.

            (g) The successor Trustee of a Trust shall give notice of the
resignation and removal of the Trustee and appointment of the successor Trustee
by mailing written notice of such event by first-class mail, postage prepaid, to
the Certificateholders of the related series as their names and addresses appear
in the Register. Each notice shall include the name of such successor Trustee
and the address of its Corporate Trust Office.

      Section 7.10. Acceptance of Appointment by Successor. Every successor
Trustee appointed hereunder shall execute and deliver to the Company and to the
retiring Trustee with respect to any or all Trusts an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
with respect to such trust or Trusts shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on
request of the Company or the successor Trustee, such retiring Trustee shall
execute and deliver an instrument transferring to such successor Trustee all
such rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all Trust Property held by such
retiring Trustee in respect of such Trusts hereunder (subject nevertheless to
its lien, if any, provided for in Section 7.07) and all books and records, or
true, correct and complete copies thereof, held by such retiring Trustee in
respect of such Trusts hereunder. Upon request of any such successor Trustee,
the Company, the retiring Trustee and such successor Trustee shall execute and
deliver any and all instruments containing such provisions as shall be necessary
or desirable to transfer and confirm to, and for more fully and certainly
vesting in, such successor Trustee all such rights, powers and trusts.

      If a successor Trustee is appointed with respect to one or more (but not
all) Trusts, the Company, the predecessor Trustee and each successor Trustee
with respect to any Trust shall execute and deliver a supplemental agreement
hereto which shall contain such provisions as shall be deemed necessary or
desirable to confirm that all of the rights, powers, trusts and duties of the
predecessor Trustee with respect to the Trusts as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Basic Agreement and the
applicable Trust Supplements as shall be necessary to provide for or facilitate
the administration of the Trusts under this Agreement by more than one Trustee,
it being understood that nothing herein or in such supplemental agreement shall
constitute such Trustees as co-Trustees of the same Trust and that each such
Trustee shall be Trustee of separate Trusts.

      No institution shall accept its appointment as a Trustee hereunder unless
at the time of such acceptance such institution shall be qualified and eligible
under this Article VII.

      Section 7.11. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be

                                       39


consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; provided, however,
that such corporation shall be otherwise qualified and eligible under this
Article VII, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Certificates shall have been
executed or authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such execution or authentication and deliver the Certificates so
executed or authenticated with the same effect as if such successor Trustee had
itself executed or authenticated such Certificates.

      Section 7.12. Maintenance of Agencies. (a) With respect to each series of
Certificates, there shall at all times be maintained an office or agency in the
location set forth in Section 12.04 or at such other location as may be
specified in the applicable Trust Supplement where Certificates of such series
may be presented or surrendered for registration of transfer or for exchange,
and for payment thereof, and where notices and demands to or upon the Trustee in
respect of such Certificates or this Agreement may be served; provided, however,
that, if it shall be necessary that the Trustee maintain an office or agency in
another location with respect to the Certificates of any series (e.g., the
Certificates of such series shall be represented by Definitive Certificates and
shall be listed on a national securities exchange), the Trustee will make all
reasonable efforts to establish such an office or agency. Written notice of the
location of each such other office or agency and of any change of location
thereof shall be given by the Trustee to the Company, any Owner Trustees, the
Loan Trustees (in the case of any Owner Trustee or Loan Trustee, at its address
specified in the Note Documents or such other address as may be notified to the
Trustee) and the Certificateholders of such series. In the event that no such
office or agency shall be maintained or no such notice of location or of change
of location shall be given, presentations and demands may be made and notices
may be served at the Corporate Trust Office of the Trustee.

            (b) There shall at all times be a Registrar and a Paying Agent
hereunder with respect to the Certificates of each series. Each such Authorized
Agent shall be a bank, trust company, or other financial institution organized
and doing business under the laws of the United States or any state thereof,
with a combined capital and surplus of at least $75,000,000 (or a combined
capital and surplus in excess of $5,000,000, the obligations of which are fully
and unconditionally guaranteed by a corporation organized and doing business
under the laws of the United States or any state or territory thereof or the
District of Columbia, with a combined capital and surplus of at least
$75,000,000), and shall be authorized under such laws to exercise corporate
trust powers, subject to supervision by federal or state authorities. The
Trustee shall initially be the Paying Agent and, as provided in Section 3.04,
Registrar hereunder with respect to the Certificates of each series. Each
Registrar other than the Trustee shall furnish to the Trustee, at stated
intervals of not more than six months, and at such other times as the Trustee
may request in writing, a copy of the Register maintained by such Registrar.

            (c) Any corporation into which any Authorized Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authorized Agent shall
be a party, or any corporation succeeding to the corporate trust business of any
Authorized Agent, shall be the successor of

                                       40


such Authorized Agent, if such successor corporation is otherwise eligible under
this Section 7.12, without the execution or filing of any paper or any further
act on the part of the parties hereto or such Authorized Agent or such successor
corporation.

            (d) Any Authorized Agent may at any time resign by giving written
notice of resignation to the Trustee, the Company, any related Owner Trustees
and the related Loan Trustees. The Company may, and at the request of the
Trustee shall, at any time terminate the agency of any Authorized Agent by
giving written notice of termination to such Authorized Agent and to the
Trustee. Upon the resignation or termination of an Authorized Agent or in case
at any time any such Authorized Agent shall cease to be eligible under this
Section 7.12 (when, in either case, no other Authorized Agent performing the
functions of such Authorized Agent shall have been appointed), the Company shall
promptly appoint one or more qualified successor Authorized Agents, reasonably
satisfactory to the Trustee, to perform the functions of the Authorized Agent
which has resigned or whose agency has been terminated or who shall have ceased
to be eligible under this Section 7.12. The Company shall give written notice of
any such appointment made by it to the Trustee, any related Owner Trustees and
the related Loan Trustees; and in each case the Trustee shall mail notice of
such appointment to all Certificateholders of the related series as their names
and addresses appear on the Register for such series.

            (e) The Company agrees to pay, or cause to be paid, from time to
time to each Authorized Agent such compensation for its services as the Company
and the Trustee may agree in writing from time to time and to reimburse it for
its reasonable expenses to the extent set forth in Section 7.07(2).

      Section 7.13. Money for Certificate Payments to Be Held in Trust. All
moneys deposited with any Paying Agent for the purpose of any payment on
Certificates shall be deposited and held in trust for the benefit of the
Certificateholders entitled to such payment, subject to the provisions of this
Section 7.13. Moneys so deposited and held in trust shall constitute a separate
trust fund for the benefit of the Certificateholders with respect to which such
money was deposited.

      The Trustee may at any time, for the purpose of obtaining the satisfaction
and discharge of this Agreement or for any other purpose, direct any Paying
Agent to pay to the Trustee all sums held in trust by such Paying Agent, such
sums to be held by the Trustee upon the same trusts as those upon which such
sums were held by such Paying Agent; and, upon such payment by any Paying Agent
to the Trustee, such Paying Agent shall be released from all further liability
with respect to such money.

      Section 7.14. Registration of Equipment Notes in Trustee's Name. Subject
to the provisions of any Intercreditor Agreement and Section 12.03 hereof, the
Trustee agrees that all Equipment Notes to be purchased by any Trust, Specified
Investments, if any, to be held by the Trustee on behalf of a Trust and
Permitted Investments, if any, to be held by the Trustee on behalf of a Trust
shall be issued in the name of the Trustee as trustee for the applicable Trust
or its nominee and held by the Trustee in trust for the benefit of the
Certificateholders of such series, or, if not so held, the Trustee or its
nominee shall be reflected as the owner of such Equipment Notes, Specified
Investments or Permitted Investments, as the case may be, in the

                                       41


register of the issuer of such Equipment Notes, Specified Investments or
Permitted Investments, as the case may be. In no event shall the Trustee invest
in, or hold, Equipment Notes, Specified Investments or Permitted Investments in
a manner that would cause the Trustee not to have the ownership interest in (or
a securities entitlement with respect to) such Equipment Notes, Specified
Investments or Permitted Investments under the applicable provisions of the
Uniform Commercial Code in effect where the Trustee holds such Equipment Notes,
Specified Investments or Permitted Investments or other applicable law then in
effect.

      Section 7.15. Representations and Warranties of Trustee. The Trustee
hereby represents and warrants that:

                  (a) the Trustee is a national banking association duly
      organized and validly existing in good standing under the laws of the
      United States of America.

                  (b) the Trustee has full power, authority and legal right to
      execute, deliver and perform this Agreement, any Intercreditor Agreement,
      any Liquidity Facility, the Certificates and the Note Purchase Agreements
      and has taken all necessary action to authorize the execution, delivery
      and performance by it of this Agreement, any Intercreditor Agreement, any
      Liquidity Facility, the Certificates and the Note Purchase Agreements;

                  (c) the execution, delivery and performance by the Trustee of
      this Agreement, any Intercreditor Agreement, any Liquidity Facility, the
      Certificates and the Note Purchase Agreements (i) will not violate any
      provision of any United States federal law or the law of the state of the
      United States where it is located governing the banking and trust powers
      of the Trustee or any order, writ, judgment, or decree of any court,
      arbitrator or governmental authority applicable to the Trustee or any of
      its assets, (ii) will not violate any provision of the charter documents
      or by-laws of the Trustee, and (iii) will not violate any provision of, or
      constitute, with or without notice or lapse of time or both, a default
      under, or result in the creation or imposition of any lien on any
      properties included in the Trust Property pursuant to the provisions of
      any mortgage, indenture, contract, agreement or other undertaking to which
      it is a party, which violation, default or lien could reasonably be
      expected to have an adverse effect on the Trustee's performance or ability
      to perform its duties hereunder or thereunder or on the transactions
      contemplated herein or therein;

                  (d) the execution, delivery and performance by the Trustee of
      this Agreement, any Intercreditor Agreement, any Liquidity Facility, the
      Certificates and the Note Purchase Agreements will not require the
      authorization, consent, or approval of, the giving of notice to, the
      filing or registration with, or the taking of any other action in respect
      of, any governmental authority or agency of the United States or the state
      of the United States where it is located regulating the banking and
      corporate trust activities of the Trustee;

                  (e) this Agreement, any Intercreditor Agreement, any Liquidity
      Facility, the Certificates and the Note Purchase Agreements have been or
      will be duly executed and delivered by the Trustee and constitute or upon
      such execution and delivery

                                       42


      will constitute the legal, valid and binding agreements of the Trustee,
      enforceable against it in accordance with their respective terms;
      provided, however, that enforceability may be limited by (i) applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the rights of creditors generally and (ii) general principles of
      equity; and

                  (f) the statements made by it in a Statement of Eligibility on
      Form T-1 supplied or to be supplied to the Company in connection with the
      registration of any Certificates are and will be true and accurate subject
      to the qualifications set forth therein; and that such statement complies
      and will comply in all material respects with the requirements of the
      Trust Indenture Act and the Securities Act.

      The representation and warranties set forth above shall be deemed to be
made by the Trustee on each Issuance Date, except as otherwise provided in the
applicable Trust Supplement.

      Section 7.16. Withholding Taxes; Information Reporting. As to the
Certificates of any series, the Trustee, as trustee of the related grantor trust
created by this Agreement, shall exclude and withhold from each distribution of
principal, premium, if any, and interest and other amounts due under this
Agreement or under the Certificates of such series any and all withholding taxes
applicable thereto as required by law. The Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Certificates of such series, to withhold such amounts
and timely pay the same to the appropriate authority in the name of and on
behalf of the Certificateholders of such series, that it will file any necessary
withholding tax returns or statements when due, and that, as promptly as
possible after the payment thereof, it will deliver to each such
Certificateholder of such series appropriate documentation showing the payment
thereof, together with such additional documentary evidence as such
Certificateholders may reasonably request from time to time. The Trustee agrees
to file any other information reports as it may be required to file under United
States law.

      Section 7.17. Trustee's Liens. The Trustee in its individual capacity
agrees that it will, in respect of each Trust created by this Agreement, at its
own cost and expense (and without the right of indemnity hereunder, including
Section 7.07), promptly take any action as may be necessary to duly discharge
and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security
interest or claim ("TRUSTEE'S LIENS") on or with respect to the Trust Property
of such Trust which is attributable to the Trustee either (i) in its individual
capacity and which is unrelated to the transactions contemplated by this
Agreement or the related Note Documents or (ii) as Trustee under this Agreement
or in its individual capacity and which arises out of acts or omissions which
are not contemplated by this Agreement.

      Section 7.18. Preferential Collection of Claims. The Trustee shall comply
with Section 311(a) of the Trust Indenture Act, excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee
shall resign or be removed as Trustee, it shall be subject to Section 311(a) of
the Trust Indenture Act to the extent provided therein.

                                       43


                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

      Section 8.01. The Company to Furnish Trustee with Names and Addresses of
Certificateholders. The Company will furnish to the Trustee within 15 days after
each Record Date with respect to a Scheduled Payment, and at such other times as
the Trustee may request in writing within 30 days after receipt by the Company
of any such request, a list, in such form as the Trustee may reasonably require,
of all information in the possession or control of the Company as to the names
and addresses of the Certificateholders of each series, in each case as of a
date not more than 15 days prior to the time such list is furnished; provided,
however, that so long as the Trustee is the sole Registrar for such series, no
such list need be furnished; and provided further, however, that no such list
need be furnished for so long as a copy of the Register is being furnished to
the Trustee pursuant to Section 7.12.

      Section 8.02. Preservation of Information; Communications to
Certificateholders. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders of each
series contained in the most recent list furnished to the Trustee as provided in
Section 7.12 or Section 8.01, as the case may be, and the names and addresses of
Certificateholders of each series received by the Trustee in its capacity as
Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.12 or Section 8.01, as the case may be, upon receipt of a
new list so furnished.

      Section 8.03. Reports by Trustee. Within 60 days after May 15 of each year
commencing with the first full year following the issuance of any series of
Certificates, the Trustee shall transmit to the Certificateholders of such
series, as provided in Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15, if required by and in compliance with Section 313(a) of
the Trust Indenture Act. The Trustee shall also transmit to Certificateholders
such reports, if any, as may be required pursuant to Section 313(b) of the Trust
Indenture Act at the times and in the manner provided pursuant thereto and to
Section 313(c) thereof.

      Section 8.04. Reports by the Company. The Company shall:

                  (a) file with the Trustee, within 30 days after the Company is
      required to file the same with the SEC, copies of the annual reports and
      of the information, documents and other reports (or copies of such
      portions of any of the foregoing as the SEC may from time to time by rules
      and regulations prescribe) which the Company is required to file with the
      SEC pursuant to section 13 or section 15(d) of the Securities Exchange Act
      of 1934, as amended; or, if the Company is not required to file
      information, documents or reports pursuant to either of such sections,
      then to file with the Trustee and the SEC, in accordance with rules and
      regulations prescribed by the SEC, such of the supplementary and periodic
      information, documents and reports which may be required pursuant to
      section 13 of the Securities Exchange Act of 1934, as amended, in respect
      of a security listed and registered on a national securities exchange as
      may be prescribed in such rules and regulations;

                                       44


                  (b) file with the Trustee and the SEC, in accordance with the
      rules and regulations prescribed by the SEC, such additional information,
      documents and reports with respect to compliance by the Company with the
      conditions and covenants of the Company provided for in this Agreement, as
      may be required by such rules and regulations, including, in the case of
      annual reports, if required by such rules and regulations, certificates or
      opinions of independent public accountants, conforming to the requirements
      of Section 1.02;

                  (c) transmit to all Certificateholders, in the manner and to
      the extent provided in Section 313(c) of the Trust Indenture Act, such
      summaries of any information, documents and reports required to be filed
      by the Company pursuant to subsections (a) and (b) of this Section 8.04 as
      may be required by rules and regulations prescribed by the SEC; and

                  (d) furnish to the Trustee, not less often than annually, a
      brief certificate from the principal executive officer, principal
      financial officer or principal accounting officer as to his or her
      knowledge of the Company's compliance with all conditions and covenants of
      the Company under this Agreement (it being understood that for purposes of
      this paragraph (d), such compliance shall be determined without regard to
      any period of grace or requirement of notice provided under this
      Agreement).

                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

      Section 9.01. Supplemental Agreements Without Consent of
Certificateholders. Without the consent of any Certificateholders, the Company
may (but will not be required to), and the Trustee (subject to Section 9.03)
shall, at the Company's request, at any time and from time to time, enter into
one or more agreements supplemental hereto or, if applicable, to an
Intercreditor Agreement, a Note Purchase Agreement, a Liquidity Facility or a
Parent Guarantee, for any of the following purposes:

            (1) to provide for the formation of a Trust, the issuance of a
      series of Certificates and other matters contemplated by Section 2.01(b)
      or to add, or to change or eliminate, any provision effecting a series of
      Certificates not yet issued, including to make appropriate provisions for
      a Parent Guarantee; or

            (2) to evidence the succession of another Person to the Company and
      the assumption by any such successor of the covenants of the Company
      herein contained or of the Company's obligations under any Intercreditor
      Agreement, any Note Purchase Agreement, or any Liquidity Facility or, if
      applicable, to evidence the succession of another Person to the Parent and
      the assumption by any such successor of the covenants of the Parent
      contained in this Agreement or of the Parent's obligations under any
      Parent Guarantee; or

            (3) to add to the covenants of the Company or the Parent for the
      benefit of the Certificateholders of any series, or to surrender any right
      or power conferred upon the

                                       45


      Company or the Parent in this Agreement, any Note Purchase Agreement, any
      Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee;
      or

            (4) to correct or supplement any provision in this Agreement, any
      Intercreditor Agreement, any Note Purchase Agreement, any Liquidity
      Facility or any Parent Guarantee which may be defective or inconsistent
      with any other provision herein or therein or to cure any ambiguity or to
      modify any other provision with respect to matters or questions arising
      under this Agreement, any Intercreditor Agreement, any Note Purchase
      Agreement, any Liquidity Facility or any Parent Guarantee, provided,
      however, that any such action shall not materially adversely affect the
      interests of the Certificateholders of any series; to correct any mistake
      in this Agreement, any Intercreditor Agreement, any Note Purchase
      Agreement, any Liquidity Facility or any Parent Guarantee; or, as provided
      in any Intercreditor Agreement, to give effect to or provide for a
      Replacement Liquidity Facility (as defined in such Intercreditor
      Agreement); or

            (5) to comply with any requirement of the SEC, any applicable law,
      rules or regulations of any exchange or quotation system on which the
      Certificates of any series are listed or of any regulatory body; or

            (6) to modify, eliminate or add to the provisions of this Agreement,
      any Intercreditor Agreement, any Note Purchase Agreement, any Liquidity
      Facility or Parent Guarantee to such extent as shall be necessary to
      continue or obtain the qualification of this Agreement, any Intercreditor
      Agreement, any Note Purchase Agreement, any Liquidity Facility or any
      Parent Guarantee under the Trust Indenture Act or under any similar
      Federal statute hereafter enacted, and to add to this Agreement, any
      Intercreditor Agreement, any Note Purchase Agreement, any Liquidity
      Facility or any Parent Guarantee such other provisions as may be expressly
      permitted by the Trust Indenture Act, excluding, however, the provisions
      referred to in Section 316(a)(2) of the Trust Indenture Act as in effect
      at the date as of which this Basic Agreement was executed or any
      corresponding provision in any similar Federal statute hereafter enacted;
      or

            (7) to evidence and provide for the acceptance of appointment under
      this Agreement, any Intercreditor Agreement, any Note Purchase Agreement,
      any Liquidity Facility or any Parent Guarantee by a successor Trustee with
      respect to one or more Trusts and to add to or change any of the
      provisions of this Agreement, any Intercreditor Agreement, any Liquidity
      Facility or any Parent Guarantee as shall be necessary to provide for or
      facilitate the administration of the Trust, pursuant to the requirements
      of Section 7.10; or

            (8) to provide the information required under Section 7.12 and
      Section 12.04 as to the Trustee; or

            (9) to add to or change any of the provisions of the Certificate of
      any series or this Agreement to such extent as shall be necessary to
      facilitate the issuance of Certificates of such series in bearer form or
      to facilitate or provide for the issuance of

                                       46


      Certificates of such series in global form in addition to or in place of
      Certificates in certificated form; or

            (10) to provide for the delivery of agreements supplemental to this
      Agreement or the Certificates of any series in or by any means of any
      computerized, electronic or other medium, including without limitation by
      computer diskette; or

            (11) to correct or supplement the description of any property
      constituting property of such Trust; or

            (12) to modify, eliminate or add to the provisions of this Basic
      Agreement, any Trust Supplement or any applicable Note Purchase Agreement
      in order to reflect the substitution of a Substitute Aircraft for any
      aircraft; or

            (13) to comply with any requirement of the SEC in connection with
      the qualification of this Agreement, any Parent Guarantee or any other
      agreement or instrument related to the Certificates of any series under
      the Trust Indenture Act; or

            (14) to make any other amendments or modifications hereto, provided,
      however, that such amendments or modifications shall apply to Certificates
      of any series to be thereafter issued;

provided, however, that no such supplemental agreement shall adversely affect
the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter
J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended,
for U.S. federal income tax purposes.

      Section 9.02. Supplemental Agreements with Consent of Certificateholders.
With respect to each separate Trust and the series of Certificates relating
thereto, with the consent of the Certificateholders holding Certificates of such
series (including consents obtained in connection with a tender offer or
exchange offer for the Certificates) evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in such Trust, by Direction of
said Certificateholders delivered to the Company and the Trustee, the Company,
and, if applicable, the Parent may, but shall not be obligated to, and the
Trustee (subject to Section 9.03) shall, enter into an agreement or agreements
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement, any
Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee to the
extent applicable to such Certificateholders or of modifying in any manner the
rights and obligations of such Certificateholders under this Agreement, any
Intercreditor Agreement, any Liquidity Facility or any Parent Guarantee;
provided, however, that no such agreement shall, without the consent of the
Certificateholder of each Outstanding Certificate adversely affected thereby:

            (1) reduce in any manner the amount of, or delay the timing of, any
      receipt by the Trustee of payments on the Equipment Notes held in such
      Trust or distributions that are required to be made herein on any
      Certificate of such series, or change any date of payment on any
      Certificate of such series, or change the place of payment where, or the
      coin or currency in which, any Certificate of such series is payable
      (other than as provided for in such Certificate), or impair the right to
      institute suit for the enforcement

                                       47


      of any such payment or distribution on or after the Regular Distribution
      Date or Special Distribution Date applicable thereto; or

            (2) permit the disposition of any Equipment Note included in the
      Trust Property of such Trust except as permitted by this Agreement, or
      otherwise deprive such Certificateholder of the benefit of the ownership
      of the Equipment Notes in such Trust; or

            (3) alter the priority of distributions specified in the relevant
      Intercreditor Agreement, if any, in a manner materially adverse to the
      interests of the Certificateholders of any series; or

            (4) reduce the specified percentage of the aggregate Fractional
      Undivided Interests of such Trust that is required for any such
      supplemental agreement, or reduce such specified percentage required for
      any waiver (of compliance with certain provisions of this Agreement or
      certain defaults hereunder and their consequences) provided for in this
      Agreement; or

            (5) modify any of the provisions of this Section 9.02 or Section
      6.05, except to increase any such percentage or to provide that certain
      other provisions of this Agreement cannot be modified or waived without
      the consent of the Certificateholder of each Certificate of such series
      affected thereby; or

            (6) adversely affect the status of any Trust as a grantor trust
      under Subpart E, Part I of Subchapter J of Chapter 1 of Subtitle A of the
      Internal Revenue Code of 1986, as amended, for U.S. federal income tax
      purposes.

      It shall not be necessary for any Direction of such Certificateholders
under this Section 9.02 to approve the particular form of any proposed
supplemental agreement, but it shall be sufficient if such Direction shall
approve the substance thereof.

      Section 9.03. Documents Affecting Immunity or Indemnity. If in the opinion
of the Trustee any document required to be executed by it pursuant to the terms
of Section 9.01 or 9.02 affects any interest, right, duty, immunity or indemnity
in favor of the Trustee under this Basic Agreement or any Trust Supplement, the
Trustee may in its discretion decline to execute such document.

      Section 9.04. Execution of Supplemental Agreements. In executing, or
accepting the additional trusts created by, any supplemental agreement permitted
by this Article IX or the modifications thereby of the trusts created by this
Agreement, the Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement.

      Section 9.05. Effect of Supplemental Agreements. Upon the execution of any
agreement supplemental to this Agreement under this Article IX, this Agreement
shall be modified in accordance therewith, and such supplemental agreement shall
form a part of this Agreement for all purposes; and every Certificateholder of
each series theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby to the extent applicable to such series.

                                       48


      Section 9.06. Conformity with Trust Indenture Act. Every supplemental
agreement executed pursuant to this Article IX shall conform to the requirements
of the Trust Indenture Act as then in effect.

      Section 9.07. Reference in Certificates to Supplemental Agreements.
Certificates of each series authenticated and delivered after the execution of
any supplemental agreement applicable to such series pursuant to this Article IX
may bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental agreement; and, in such case, suitable notation may be
made upon Outstanding Certificates of such series after proper presentation and
demand.

                                   ARTICLE X

                AMENDMENTS TO INDENTURES AND OTHER NOTE DOCUMENTS

      Section 10.01. Amendments and Supplements to Indentures and Other Note
Documents. In the event that the Trustee, as holder (or beneficial owner through
the Subordination Agent) of any Equipment Notes (or as a prospective purchaser
of any Postponed Notes) in trust for the benefit of the Certificateholders of
any series or as Controlling Party under an Intercreditor Agreement, receives
(directly or indirectly through the Subordination Agent) a request for a consent
to any amendment, modification, waiver or supplement under any Indenture, other
Note Document or any other related document, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement to each
Certificateholder of such series registered on the Register as of the date of
such notice. The Trustee shall request from the Certificateholders of such
series a Direction as to (a) whether or not to take or refrain from taking (or
direct the Subordination Agent to take or refrain from taking) any action which
a holder of (or, with respect to Postponed Notes, a prospective purchaser of)
such Equipment Note has the option to direct, (b) whether or not to give or
execute (or direct the Subordination Agent to give or execute) any waivers,
consents, amendments, modifications or supplements as a holder of (or, with
respect to Postponed Notes, a prospective purchaser of) such Equipment Note or a
Controlling Party and (c) how to vote (or direct the Subordination Agent to
vote) any Equipment Note (or, with respect to a Postponed Note, its commitment
to acquire such Postponed Note) if a vote has been called for with respect
thereto. Provided such a request for Certificateholder Direction shall have been
made, in directing any action or casting any vote or giving any consent as the
holder of any Equipment Note (or in directing the Subordination Agent in any of
the foregoing), (i) other than as Controlling Party, the Trustee shall vote for
or give consent to any such action with respect to such Equipment Note (or
Postponed Note) in the same proportion as that of (A) the aggregate face amount
of all Certificates actually voted in favor of or for giving consent to such
action by such Direction of Certificateholders to (B) the aggregate face amount
of all Outstanding Certificates and (ii) as Controlling Party, the Trustee shall
vote as directed in such Certificateholder Direction by the Certificateholders
of such series evidencing a Fractional Undivided Interest aggregating not less
than a majority in interest in the Trust. For purposes of the immediately
preceding sentence, a Certificate shall have been "actually voted" if the Holder
of such Certificate has delivered to the Trustee an instrument evidencing such
Holder's consent to such Direction prior to one Business Day before the Trustee
directs such action or casts such vote or gives such consent. Notwithstanding
the foregoing, but subject to Section 6.04 and any Intercreditor Agreement, the
Trustee may, with respect to the Certificates of any series, in its

                                       49


own discretion and at its own direction, consent and notify the relevant Loan
Trustee of such consent (or direct the Subordination Agent to consent and notify
the Loan Trustee of such consent) to any amendment, modification, waiver or
supplement under any related Indenture or any other related Note Document if an
Event of Default hereunder shall have occurred and be continuing or if such
amendment, modification, waiver or supplement will not materially adversely
affect the interests of the Certificateholders of such series.

                                   ARTICLE XI

                              TERMINATION OF TRUSTS

      Section 11.01. Termination of the Trusts. In respect of each Trust created
by the Basic Agreement as supplemented by a related Trust Supplement, the
respective obligations and responsibilities of the Company and the Trustee and,
if applicable, the Parent, with respect to such Trust shall terminate upon the
distribution to all Holders of Certificates of the series of such Trust and the
Trustee of all amounts required to be distributed to them pursuant to this
Agreement and the disposition of all property held as part of the Trust Property
of such Trust; provided, however, that in no event shall such Trust continue
beyond 21 years less one day following the death of the last survivor of all
descendants living on the date hereof of Joseph P. Kennedy, Sr., unless
applicable law shall permit a longer term, in which case such longer term shall
apply.

      Notice of any termination of a Trust, specifying the applicable Regular
Distribution Date (or applicable Special Distribution Date, as the case may be)
upon which the Certificateholders of any series may surrender their Certificates
to the Trustee for payment of the final distribution and cancellation, shall be
mailed promptly by the Trustee to Certificateholders of such series not earlier
than the minimum number of days and not later than the maximum number of days
specified therefor in the related Trust Supplement preceding such final
distribution specifying (A) the Regular Distribution Date (or Special
Distribution Date, as the case may be) upon which the proposed final payment of
the Certificates of such series will be made upon presentation and surrender of
Certificates of such series at the office or agency of the Trustee therein
specified, (B) the amount of any such proposed final payment, and (C) that the
Record Date otherwise applicable to such Regular Distribution Date (or Special
Distribution Date, as the case may be) is not applicable, payments being made
only upon presentation and surrender of the Certificates of such series at the
office or agency of the Trustee therein specified. The Trustee shall give such
notice to the Registrar at the time such notice is given to Certificateholders
of such series. Upon presentation and surrender of the Certificates of such
series in accordance with such notice, the Trustee shall cause to be distributed
to Certificateholders of such series amounts distributable on such Regular
Distribution Date (or Special Distribution Date, as the case may be) pursuant to
Section 4.02.

      In the event that all of the Certificateholders of such series shall not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders of such series to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. No additional interest shall accrue on the Certificates of such
series after any Regular Distribution Date (or Special Distribution Date, as the
case may be) of such series,

                                       50


as specified in the first written notice. In the event that any money held by
the Trustee for the payment of distributions on the Certificates of such series
shall remain unclaimed for two years (or such lesser time as the Trustee shall
be satisfied, after 60 days' notice from the Company, is one month prior to the
escheat period provided under applicable law) after the final distribution date
with respect thereto, the Trustee shall pay to each Loan Trustee the appropriate
amount of money relating to such Loan Trustee and shall give written notice
thereof to any related Owner Trustees and the Company.

                                  ARTICLE XII

                            MISCELLANEOUS PROVISIONS

      Section 12.01. Limitation on Rights of Certificateholders. (a) The
insolvency, death or incapacity of any Certificateholder of any series shall not
operate to terminate this Agreement or the related Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Trust, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them. No Certificateholder of any
series shall be entitled to revoke the related Trust.

            (b) No transfer, by operation of law or otherwise, of any
Certificate or other right, title and interest of any Certificateholder in and
to the applicable Trust Property or under the related Trust shall operate to
terminate the Trust or entitle such Certificateholder or any successor or
transferee of such Certificateholder to an accounting or to the transfer to it
of legal title to any part of such Trust Property.

      Section 12.02. Certificates Nonassessable and Fully Paid. Except as set
forth in the last sentence of this Section 12.02, Certificateholders of each
series shall not be personally liable for obligations of the related Trust, the
Fractional Undivided Interests represented by the Certificates of such series
shall be nonassessable for any losses or expenses of such Trust or for any
reason whatsoever, and Certificates of such series upon authentication thereof
by the Trustee pursuant to Section 3.02 are and shall be deemed fully paid. No
Certificateholder of such series shall have any right (except as expressly
provided herein) to vote or in any manner otherwise control the operation and
management of the related Trust Property, the related Trust, or the obligations
of the parties hereto, nor shall anything set forth herein, or contained in the
terms of the Certificates of such series, be construed so as to constitute the
Certificateholders of such series from time to time as partners or members of an
association. Neither the existence of the Trust nor any provision in this
Agreement is intended to or shall limit the liability the Certificateholders
would otherwise incur if the Certificateholders owned Trust Property as
co-owners, or incurred any obligations of the Trust, directly rather than
through the Trust.

      Section 12.03. Registration of Equipment Notes in Name of Subordination
Agent. If a Trust is party to an Intercreditor Agreement, the Trustee agrees
that all Equipment Notes to be purchased by such Trust may be issued in the name
of the Subordination Agent under such Intercreditor Agreement or its nominee and
held by such Subordination Agent in trust for the benefit of the
Certificateholders, or, if not so held, such Subordination Agent or its nominee
shall

                                       51


be reflected as the owner of such Equipment Notes in the register of the issuer
of such Equipment Notes.

      Section 12.04. Notices. (a) Unless otherwise specifically provided or
permitted herein or in the applicable Trust Supplement with respect to any
Trust, all notices required or permitted under the terms and provisions of this
Basic Agreement or such Trust Supplement with respect to such Trust shall be in
English and in writing, and any such notice may be given by United States mail,
courier service or facsimile, or any other customary means of communication, and
any such notice shall be effective when delivered or received or, if mailed,
three days after deposit in the United States mail with proper postage for
ordinary mail prepaid, and if delivered by facsimile, upon completion of
transmission and confirmation by the sender (by a telephone call to a
representative of the recipient or by machine confirmation) that the
transmission was received),

                      if to the Company:

                      US Airways, Inc.
                      111 West Rio Salado Parkway
                      Tempe, AZ 85281
                      Attention:  Treasurer
                      Telephone: (480) 693-3685
                      Fax: (480) 693-5886

                      with a copy to the attention of the Company's Office
                      of the General Counsel at the same address:

                      Attention: Aircraft Counsel
                      Fax: (480) 693-5932

                      if to the Trustee:

                      U.S. Bank Trust National Association
                      Corporate Trust Services
                      300 Delaware Ave., 9th Floor
                      Wilmington, DE 19801
                      Facsimile: (302) 576-3717

                      with a copy to:

                      U.S. Bank Trust National Association
                      One Federal Street, 3rd Floor
                      Boston, MA 02110
                      Attention: John Brennan
                      Telephone: (617) 603-6576
                      Facsimile: (617) 603-6668

                                       52


            (b) The Company or the Trustee, by notice to the other, may
designate additional or different addresses for subsequent notices or
communications.

            (c) Any notice or communication to Certificateholders of any series
shall be mailed by first-class mail to the addresses for Certificateholders of
such series shown on the Register kept by the Registrar and to addresses filed
with the Trustee for Certificate Owners of such series; provided, however, that
if The Depository Trust Company, or Cede & Co., as its nominee, is the sole
Certificateholder of record, such notices or communications need only be sent to
The Depository Trust Company and may be sent by any means permitted under
subsection (a) above. Failure so to mail a notice or communication or any defect
in such notice or communication shall not affect its sufficiency with respect to
other Certificateholders or Certificate Owners of such series.

            (d) If a notice or communication is mailed in the manner provided
above within the time prescribed, it is conclusively presumed to have been duly
given, whether or not the addressee receives it.

            (e) If the Company mails a notice or communication to the
Certificateholders of such series, it shall mail a copy to the Trustee and to
each Paying Agent for such series at the same time.

            (f) Notwithstanding the foregoing, all communications or notices to
the Trustee shall be deemed to be given only when received by a Responsible
Officer of the Trustee.

            (g) The Trustee shall promptly furnish the Company with a copy of
any report, demand, notice or written communication received by the Trustee
hereunder from, or sent or furnished by the Trustee hereunder to, any
Certificateholder, Owner Trustee, Loan Trustee, Liquidity Provider,
Subordination Agent or other Person.

      Section 12.05. Governing Law and Venue; Waiver of Jury Trial. (a) THIS
BASIC AGREEMENT, TOGETHER WITH ALL TRUST SUPPLEMENTS AND CERTIFICATES, SHALL BE
DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND
GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. The parties hereby
irrevocably submit to the jurisdiction of the courts of the State of New York
and the federal courts of the United States of America located in the State of
New York, solely in respect of the interpretation and enforcement of the
provisions of this Basic Agreement and of the documents referred to in this
Basic Agreement, and in respect of the transactions contemplated hereby, and
hereby waive, and agree not to assert, as a defense in any action, suit or
proceeding for the interpretation or enforcement hereof or of any such document,
that it is not subject thereto or that such action, suit or proceeding may not
be brought or is not maintainable in said courts or that the venue thereof may
not be appropriate or that this Basic Agreement or any such document may not be
enforced in or by such courts, and the parties hereto irrevocably agree that all
claims with respect to such action or proceeding shall be heard and determine in
such courts. The parties hereby consent to and grant any such court jurisdiction
over the person of such parties and consent to the jurisdiction of any such
court over the subject matter of such dispute and agree that mailing of process
or other papers in connection with any

                                       53


such action or proceeding in the manner provided in Section 12.04 or in such
other manner as may be permitted by law shall be valid and sufficient service
thereof.

            (b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH
MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS BASIC
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS BASIC AGREEMENT. EACH PARTY
CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH
PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH
PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 12.05.

      Section 12.06. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or the related Trust,
or of the Certificates of such series or the rights of the Certificateholders
thereof.

      Section 12.07. Trust Indenture Act Controls. This Agreement is subject to
the provisions of the Trust Indenture Act and shall, to the extent applicable,
be governed by such provisions. If any provision of this Agreement limits,
qualifies or conflicts with another provision which is required to be included
in this Agreement by the Trust Indenture Act, the required provision shall
control.

      Section 12.08. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

      Section 12.09. Successors and Assigns. All covenants, agreements,
representations and warranties in this Agreement by the Trustee and the Company
shall bind and, to the extent permitted hereby, shall inure to the benefit of
and be enforceable by their respective successors and assigns, whether so
expressed or not. Any request, notice, direction, consent, waiver or other
instrument or action by any Certificateholder shall bind the successors and
assigns of such Certificateholder.

      Section 12.10. Benefits of Agreement. Nothing in this Agreement or in the
Certificates of any series, express or implied, shall give to any Person, other
than the parties to this Agreement and their successors under this Agreement,
and the Certificateholders of each series,

                                       54


any benefit or any legal or equitable right, remedy or claim under this
Agreement, except as provided expressly herein.

      Section 12.11. Legal Holidays. In any case where any Regular Distribution
Date or Special Distribution Date relating to any Certificate of any series
shall not be a Business Day with respect to such series, then (notwithstanding
any other provision of this Agreement) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on such Regular Distribution Date or Special Distribution
Date, and no interest shall accrue during the intervening period.

      Section 12.12. Counterparts. For the purpose of facilitating the execution
of this Agreement and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all of which counterparts shall constitute but
one and the same instrument.

      Section 12.13. Communication by Certificateholders with Other
Certificateholders. Certificateholders of any series may communicate with other
Certificateholders of such series with respect to their rights under this Basic
Agreement, the related Trust Supplement or the Certificates of such series
pursuant to Section 312(b) of the Trust Indenture Act. The Company, the Trustee
and any and all other persons benefited by this Agreement shall have the
protection afforded by Section 312(c) of the Trust Indenture Act.

      Section 12.14. Intention of Parties. The parties to this Agreement intend
that each Trust be classified for U.S. federal income tax purposes as a grantor
trust under Subpart E, Part I of Subchapter J of the Internal Revenue Code of
1986, as amended, and not as a trust or association taxable as a corporation or
as a partnership. The powers granted and obligations undertaken pursuant to this
Agreement shall be construed so as to further such intent.

      Section 12.15. No Recourse Against Others. No past, present or future
director, officer, employee, agent, member, manager, trustee or stockholder, as
such, of the Company, the Parent or any successor Person or any Affiliate of any
thereof shall have any liability for any obligations of the Company, the Parent
or any successor Person or any Affiliate of any thereof, either directly or
through the Company, the Parent or any successor Person or any Affiliate of any
thereof, under the Certificates, this Agreement or any Parent Guarantee or for
any claim based on, in respect of or by reason of such obligations or their
creation, whether by virtue of any rule of law, statute or constitutional
provision or by the enforcement of any assessment or by any legal or equitable
proceeding or otherwise. By accepting a Certificate, each Certificateholder
agrees to the provisions of this Section 12.15 and waives and releases all such
liability. Such waiver and release shall be part of the consideration for the
issue of the Certificates.

                                       55


      IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized as of the day
and year first written above.

                                US AIRWAYS, INC.

                                By: __________________________________
                                    Name:
                                    Title:

                                U.S. BANK TRUST NATIONAL ASSOCIATION,
                                as Trustee

                                By: _________________________________
                                    Name:
                                    Title:

                                       56


                                                                       EXHIBIT A

                               FORM OF CERTIFICATE

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.*

- ----------
*     This legend to appear on Book-Entry Certificates to be deposited with The
      Depository Trust Company.

                   US AIRWAYS ____________ PASS THROUGH TRUST

                   Pass Through Certificate, Series __________

                  Final Regular Distribution Date: _____, ____

evidencing a fractional undivided interest in a trust, the property of which
includes certain equipment notes each secured by Aircraft owned by or leased to
US Airways, Inc.

Certificate
No._________

$__________ Fractional Undivided Interest representing ._____% of the Trust per
$1,000 face amount

      THIS CERTIFIES THAT __________________, for value received, is the
registered owner of a $___________ (________ dollars) Fractional Undivided
Interest in the US Airways Pass Through Trust, Series [___] (the "Trust")
created by U.S. Bank Trust National Association, as trustee (the "Trustee"),
pursuant to a Pass Through Trust Agreement dated as of __________ __, 20__ (the
"Basic Agreement"), between the Trustee and US Airways, Inc., a corporation
incorporated under Delaware law (the "Company"), as supplemented by Trust
Supplement No. _______ thereto dated __________, ____, between the Trustee and
the Company, (collectively, the "Agreement"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "___% US Airways Pass Through Certificate, Series
____" (herein called the "Certificates"). This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement. By virtue
of its acceptance hereof, the Certificateholder of this Certificate assents to
and agrees to be bound by the provisions of the Agreement and any related

                                      A-1


Intercreditor Agreement. The property of the Trust includes certain Equipment
Notes and all rights of the Trust to receive any payments under any
Intercreditor Agreement or Liquidity Facility (the "Trust Property"). Each issue
of the Equipment Notes is or will be secured by, among other things, a security
interest in aircraft leased to or owned by the Company.

      The Certificates represent fractional undivided interests in the Trust and
the Trust Property, and have no rights, benefits or interest in respect of any
other separate trust established pursuant to the terms of the Basic Agreement
for any other series of certificates issued pursuant thereto.

      Subject to and in accordance with the terms of the Agreement and any
related Intercreditor Agreement, from funds then available to the Trustee, there
will be distributed on each __________ and ___________ (a "Regular Distribution
Date"), commencing on _________, ____, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding the
Regular Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular Distribution Date, the receipt of which has
been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement and any related Intercreditor Agreement, in the event that Special
Payments on the Equipment Notes are received by the Trustee, from funds then
available to the Trustee, there shall be distributed on the applicable Special
Distribution Date, to the Person in whose name this Certificate is registered at
the close of business on the 15th day preceding the Special Distribution Date,
an amount in respect of such Special Payments on the Equipment Notes, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received. If a Regular Distribution
Date or Special Distribution Date is not a Business Day, distribution shall be
made on the immediately following Business Day with the same force and effect as
if made on such Regular Distribution Date or Special Distribution Date and no
interest shall accrue during the intervening period. The Trustee shall mail
notice of each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.

      Distributions on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto, without the presentation or surrender of
this Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after notice mailed by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Trustee specified in such notice.

      The Certificates do not represent a direct obligation of, or an obligation
guaranteed by, or an interest in, the Company or the Trustee or any affiliate
thereof. The Certificates are limited in right of payment, all as more
specifically set forth on the face hereof and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for

                                      A-2


distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.

      The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders of any of
the Certificates.

      As provided in the Agreement and subject to certain limitations set forth
therein, the transfer of this Certificate is registrable in the Register upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.

      The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $1,000 Fractional Undivided Interest and
integral multiples thereof except that one Certificate may be issued in a
different denomination. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.

      No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.

      The Trustee, the Registrar, and any agent of the Trustee or the Registrar
may treat the person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Registrar, nor any such
agent shall be affected by any notice to the contrary.

      The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be

                                      A-3


distributed to them pursuant to the Agreement and the disposition of all
property held as part of the Trust Property.

      THIS CERTIFICATE AND THE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES AND CERTIFICATEHOLDERS HEREUNDER AND THEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.

      Unless the certificate of authentication hereon has been executed by the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.

      IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

                               US AIRWAYS PASS THROUGH TRUST
                               By:  U.S. BANK TRUST NATIONAL ASSOCIATION,
                               as Trustee

                               By: _____________________________________
                               Title: __________________________________

Dated: _________________

                                      A-4


              [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

 This is one of the Certificates referred to in the within-mentioned Agreement.

                               U.S. BANK TRUST NATIONAL ASSOCIATION,
                               as Trustee

                               By: ___________________________
                                   Authorized Officer

                                      A-5

EX-5.1

                                                                     Exhibit 5.1

                      [McKenna Long & Aldridge Letterhead]

                                 October 4, 2006

US Airways Group, Inc.
111 West Rio Salado Parkway
Tempe, Arizona 85281

America West Airlines, Inc.
4000 E. Sky Harbor Blvd.
Phoenix, Arizona 85034

US Airways, Inc.
111 West Rio Salado Parkway
Tempe, Arizona 85281

      RE:   REGISTRATION STATEMENT ON FORM S-3 OF US AIRWAYS GROUP, INC.,
            AMERICA WEST AIRLINES, INC. AND US AIRWAYS, INC.

Ladies and Gentlemen:

      We have acted as counsel to US Airways Group, Inc., a Delaware corporation
("US Airways Group"), America West Airlines, Inc., a Delaware corporation
("AWA") and US Airways, Inc., a Delaware corporation ("US Airways"), in
connection with a Registration Statement on Form S-3 (the "Registration
Statement") and the prospectuses included therein (the "Prospectuses") that are
being filed with the Securities and Exchange Commission by US Airways Group, AWA
and US Airways. The Prospectuses provide that they will be supplemented in the
future by one or more supplements thereto (each, a "Prospectus Supplement").
Pursuant to the Registration Statement, which includes the Prospectuses that
will be supplemented from time to time by various Prospectus Supplements, US
Airways Group, AWA and US Airways intend to register under the Securities Act of
1933, as amended (the "Securities Act") the following securities:

(1)   shares of common stock, par value $0.01 per share, of US Airways Group
      (the "Common Stock");

(2)   stock purchase contracts of US Airways Group for the purchase from US
      Airways Group or the sale to US Airways Group of Common Stock (the "Stock
      Purchase Contracts");

(3)   stock purchase units of US Airways Group consisting of a Stock Purchase
      Contract and any combination of US Airways Group Debt Securities (as
      defined below), Common Stock, other Stock Purchase Contracts and debt
      obligations of third parties, including



US Airways Group, Inc.
America West Airlines, Inc.
US Airways, Inc.
October 4, 2006
Page 2

      U.S. Treasury securities, securing the holders' obligations to purchase
      Common Stock under the Stock Purchase Contracts (the "Stock Purchase
      Units");

(4)   warrants to purchase Common Stock and/or US Airways Group Debt Securities
      (as defined below) of one or more series (the "Warrants"), which may be
      issued pursuant to a warrant agreement to be dated on or about the date of
      the first issuance of the Warrants thereunder (the "Warrant Agreement"),
      between US Airways Group and a warrant agent to be selected by US Airways
      Group;

(5)   debt securities of US Airways Group, in one or more series (the "US
      Airways Group Debt Securities"), which may be, as to US Airways Group's
      obligations thereunder, fully and unconditionally guaranteed by AWA (the
      "AWA Debt Guarantees") and US Airways (the "US Airways Debt Guarantees"),
      issued by US Airways Group pursuant to an Indenture to be dated on or
      about the date of the first issuance of US Airways Group Debt Securities
      thereunder, by and among US Airways Group, AWA and US Airways, as
      guarantors, and The Bank of New York Trust Company, N.A., as trustee (the
      "Trustee"), in the form attached as Exhibit 4.7 to the Registration
      Statement, as such Indenture may be supplemented from time to time (the
      "US Airways Group Debt Securities Indenture");

(6)   debt securities of AWA, in one or more series (the "AWA Debt Securities"),
      which may be, as to AWA's obligations thereunder, fully and
      unconditionally guaranteed by US Airways Group (the "US Airways Group Debt
      Guarantees") and US Airways, issued by AWA pursuant to an Indenture to be
      dated on or about the date of the first issuance of AWA Debt Securities
      thereunder, by and among AWA, US Airways Group and US Airways, as
      guarantors, and The Bank of New York Trust Company, N.A., as Trustee, in
      the form attached as Exhibit 4.8 to the Registration Statement, as such
      Indenture may be supplemented from time to time (the "AWA Debt Securities
      Indenture");

(7)   debt securities of US Airways, in one or more series (the "US Airways Debt
      Securities"), which may be, as to US Airways' obligations thereunder,
      fully and unconditionally guaranteed by AWA and US Airways Group, issued
      by US Airways pursuant to an Indenture to be dated on or about the date of
      the first issuance of US Airways Debt Securities thereunder, by and among
      US Airways, US Airways Group and AWA, as guarantors, and The Bank of New
      York Trust Company, N.A., as Trustee, in the form attached as Exhibit 4.9
      to the Registration Statement, as such Indenture may be supplemented from
      time to time (the "US Airways Debt Securities Indenture");

(8)   pass through certificates of AWA that may be issued by one or more trusts
      formed by AWA on a delayed basis from time to time in one or more series
      (the "AWA Pass Through Certificates") issued by AWA pursuant to a Pass
      Through Trust Agreement to be dated on or about the date of the first
      issuance of AWA Pass Through Certificates thereunder, by and among AWA and
      U.S. Bank National Association, a national banking association, as pass
      through trustee (the "Pass Through Trustee"), in the form attached as



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US Airways, Inc.
October 4, 2006
Page 3

      Exhibit 4.18 to the Registration Statement, as such Pass Through Trust
      Agreement may be supplemented from time to time (the "AWA Pass Through
      Trust Agreement"). The obligations of AWA under the Leases and/or the
      Equipment Notes (in each case as defined in the AWA Pass Through Trust
      Agreement) relating to the AWA Pass Through Certificates of a series may
      be guaranteed by US Airways Group (each, an "AWA Parent Guarantee"); and

(9)   pass through certificates of US Airways that may be issued by one or more
      trusts formed by US Airways on a delayed basis from time to time in one or
      more series (the "US Airways Pass Through Certificates") issued by US
      Airways pursuant to a Pass Through Trust Agreement to be dated on or about
      the date of the first issuance of US Airways Pass Through Certificates
      thereunder, by and among US Airways and U.S. Bank National Association, a
      national banking association, as Pass Through Trustee, in the form
      attached as Exhibit 4.20 to the Registration Statement, as such Pass
      Through Trust Agreement may be supplemented from time to time (the "US
      Airways Pass Through Trust Agreement"). The obligations of US Airways
      under the Leases and/or the Equipment Notes (in each case as defined in
      the US Airways Pass Through Trust Agreement) relating to the US Airways
      Pass Through Certificates of a series may be guaranteed by US Airways
      Group (each, a "US Airways Parent Guarantee").

      The Common Stock, Stock Purchase Contracts, Stock Purchase Units,
Warrants, US Airways Group Debt Securities, AWA Debt Securities, US Airways Debt
Securities, US Airways Group Debt Guarantees, AWA Debt Guarantees, US Airways
Debt Guarantees, AWA Pass Through Certificates, US Airways Pass Through
Certificates, AWA Parent Guarantees and US Airways Parent Guarantees are
collectively referred to herein as the "Securities". The Securities are being
offered for sale from time to time pursuant to Rule 415 under the Securities
Act.

      Our Opinions (as defined below) are furnished solely with regard to the
Registration Statement pursuant to Item 16 of Form S-3 and Item 601(b)(5) of
Regulation S-K, may be relied upon by the addressees hereto only in connection
with the Registration Statement and may not otherwise be used, quoted or
referred to by or filed with any other person or entity without our prior
written permission.

      The only opinions rendered consist of the matters set forth in numbered
paragraphs 1 through 14 below (individually, an "Opinion," and collectively, our
"Opinions"), and no opinion is implied or to be inferred beyond such matters.
Additionally, our Opinions are based on and subject to the qualifications,
limitations and exceptions set forth in this letter.

      In rendering our Opinions, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinions hereinafter set forth, including:
(i) the Registration Statement; (ii) the forms of US Airways Group Debt
Securities Indenture, AWA Debt Securities Indenture and US Airways Debt
Securities Indenture; (iii) the forms of AWA Pass Through Trust Agreement and



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US Airways, Inc.
October 4, 2006
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US Airways Pass Through Trust Agreement; (iv) the Amended and Restated
Certificate of Incorporation and Amended and Restated Bylaws of US Airways
Group; (v) the Restated Certificate of Incorporation and Restated Bylaws of AWA;
(vi) the Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws of US Airways; (vii) the resolutions adopted by the Board of
Directors of US Airways Group, US Airways and AWA dated as of September 28, 2006
relating to the filing of the Registration Statement; (ix) the Statements of
Eligibility and Qualification under the Trust Indenture Act of 1939, as amended,
on Forms T-1 of the Trustee; and (x) the Statements of Eligibility and
Qualification under the Trust Indenture Act of 1939, as amended, on Forms T-1 of
the Pass Through Trustee. We also have examined originals and copies, certified
or otherwise identified to our satisfaction, of such records of US Airways
Group, AWA and US Airways and such agreements, certificates of public officials,
certificates of officers or other representatives of each of the companies and
others, and such documents, certificates and records as we have deemed necessary
or appropriate as a basis for the Opinions set forth herein.

      In making all of our examinations, we assumed the competency and legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity and completeness of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies
and the authenticity of the originals of such latter documents, and the due
execution and delivery of all documents by any persons or entities where due
execution and delivery by such persons or entities is a prerequisite to the
effectiveness of such documents.

      As to various factual matters that are material to our Opinions, we have
relied upon the factual statements set forth in a certificate of an officer of
US Airways Group, AWA and US Airways. We have not independently verified or
investigated, nor do we assume any responsibility for, the factual accuracy or
completeness of such factual statements.

      Members of this firm are admitted to the bar of the State of Georgia and
the State of New York and are duly qualified to practice law in those states. We
do not herein express any opinion concerning any matter respecting or affected
by any laws other than the laws of the State of Georgia, the laws of the State
of New York, the Delaware General Corporation Law and applicable federal laws
that are now in effect and that, in the exercise of reasonable professional
judgment, are normally considered in transactions such as those contemplated by
the issuance of the Securities. The Opinions hereinafter set forth are based
upon pertinent laws and facts in existence as of the date hereof, and we
expressly disclaim any obligation to advise you of changes to such pertinent
laws or facts that hereafter may come to our attention.

      To the extent the obligations of US Airways Group, AWA or US Airways under
any agreement or Indenture may be dependent on such matters, we assume for the
purposes of the Opinions that: (i) each of the parties to such agreement or
Indenture is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; (ii) each of the parties to such
agreement or Indenture is duly qualified to engage in the activities
contemplated by the agreement or Indenture, as applicable; (iii) the agreement
or Indenture has



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October 4, 2006
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been duly authorized, executed and delivered by each of the parties to such
agreement or Indenture, as applicable, and constitutes the valid and binding
obligation of each of the parties to such agreement or Indenture, as applicable,
enforceable against each of the parties to such agreement or Indenture, as
applicable, in accordance with its terms; (iv) each of the parties to such
agreement or Indenture is in compliance, with respect to any actions it may take
under such agreement or Indenture, as applicable, with all applicable laws and
regulations; and (v) each of the parties to such agreement or Indenture has the
requisite organizational and legal power and authority to perform its
obligations under such agreement or Indenture, as applicable.

      In rendering the following opinions, we have further assumed that: (i) the
Registration Statement and any required post-effective amendment thereto are
effective under the Securities Act and the Prospectus and any and all Prospectus
Supplement(s) required by applicable laws have been filed and delivered as
required by such laws; (ii) the issuance and sale of all Securities will be in
compliance with applicable law, will be in conformity with the then operative
certificate of incorporation and bylaws of US Airways Group, AWA or US Airways,
as applicable, will not result in a default under or breach of any agreement or
instrument binding upon the respective entity and will comply with any
applicable requirement or restriction imposed by any court or governmental body
having jurisdiction over the respective entity; (iii) the Securities will be
sold and delivered to, and paid for by, the purchasers at the price and in
accordance with the terms of an agreement or agreements duly authorized and
validly executed and delivered by the parties thereto; (iv) US Airways Group,
AWA and US Airways, as applicable, will duly authorize the offering and issuance
of the Securities by all necessary corporate action and will authorize, approve
and establish the final terms and conditions thereof and of any applicable
agreement and will take any other appropriate additional corporate action; and
(v) certificates or other instruments or documents, if any, representing the
Securities will be duly executed and delivered and, to the extent required by
the applicable Indenture or agreement, duly authenticated and countersigned.

      On the basis of the foregoing and in reliance thereon, and subject to the
qualifications and assumptions herein stated, we are of the opinion that:

            1. With respect to the Common Stock offered under the Registration
      Statement (the "Offered Common Stock"), provided that at the time of
      issuance and sale, a sufficient number of shares of Common Stock is
      authorized and reserved for issuance and the consideration for the
      issuance and sale of the shares of the Offered Common Stock is cash in an
      amount that is not less than the par value of the Common Stock, then the
      Offered Common Stock, when issued and sold as contemplated in the
      Registration Statement, the applicable Prospectus and any related
      Prospectus Supplement(s) and in accordance with any applicable duly
      authorized, executed and delivered purchase, underwriting or similar
      agreement, or upon conversion or exchange of any convertible or
      exchangeable Offered US Airways Group Debt Securities (as defined below)
      in accordance with their terms, or upon exercise of any Offered Warrants
      (as defined below)



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October 4, 2006
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      in accordance with their terms, or upon settlement of any Offered Stock
      Purchase Contract (as defined below) or Offered Stock Purchase Units (as
      defined below) in accordance with their terms, will be validly issued,
      fully paid and nonassessable.

            2. The Stock Purchase Contracts offered under the Registration
      Statement (the "Offered Stock Purchase Contracts"), when issued and sold
      as contemplated in the Registration Statement, the applicable Prospectus
      and any related Prospectus Supplement(s) and in accordance with any
      applicable duly authorized, executed and delivered purchase, underwriting
      or similar agreement, will be valid and binding obligations of US Airways
      Group, except as enforcement thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other similar laws relating to
      or affecting creditors' rights and remedies generally and by general
      equitable principles (regardless of whether such enforceability is
      considered in a proceeding at law or in equity).

            3. The Stock Purchase Units offered under the Registration Statement
      (the "Offered Stock Purchase Units"), when issued and sold as contemplated
      in the Registration Statement, the applicable Prospectus and any related
      Prospectus Supplement(s) and in accordance with any applicable duly
      authorized, executed and delivered purchase, underwriting or similar
      agreement, will be valid and binding obligations of US Airways Group,
      except as enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting
      creditors' rights and remedies generally and by general equitable
      principles (regardless of whether such enforceability is considered in a
      proceeding at law or in equity).

            4. The Warrants offered under the Registration Statement (the
      "Offered Warrants"), when issued and sold as contemplated in the
      Registration Statement, the Prospectus and the related Prospectus
      Supplement(s) in accordance with the Warrant Agreement and any applicable
      duly authorized, executed and delivered purchase, underwriting or similar
      agreement, or upon conversion or exchange of any convertible or
      exchangeable Offered US Airways Group Debt Securities (as defined below)
      in accordance with their terms, will be valid and binding obligations of
      US Airways Group, except as enforcement thereof may be limited by
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      relating to or affecting creditors' rights and remedies generally and by
      general equitable principles (regardless of whether such enforceability is
      considered in a proceeding at law or in equity).

            5. With respect to any series of US Airways Group Debt Securities
      issued under the US Airways Group Debt Securities Indenture and offered
      under the Registration Statement (the "Offered US Airways Group Debt
      Securities"), provided that (i) the US Airways Group Debt Securities
      Indenture has been qualified under the Trust Indenture Act of 1939, as
      amended; and (ii) the terms of the Offered US Airways Group Debt
      Securities and their issuance and sale have been duly established in
      accordance with the terms and provisions of the US Airways Group Debt
      Securities Indenture and are as



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US Airways, Inc.
October 4, 2006
Page 7

      described in the Registration Statement, the applicable Prospectus and any
      related Prospectus Supplement(s), when issued and sold as contemplated in
      the Registration Statement, the applicable Prospectus and any related
      Prospectus Supplement(s) in accordance with the terms and provisions of
      the US Airways Group Debt Securities Indenture, and any applicable duly
      authorized, executed and delivered purchase, underwriting or similar
      agreement, or upon exercise of any Offered Warrants in accordance with
      their terms, will be valid and binding obligations of US Airways Group,
      except as enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting
      creditors' rights and remedies generally and by general equitable
      principles (regardless of whether such enforceability is considered in a
      proceeding at law or in equity).

      6. With respect to any series of AWA Debt Securities issued under the AWA
      Debt Securities Indenture and offered under the Registration Statement
      (the "Offered AWA Debt Securities"), provided that (i) the AWA Debt
      Securities Indenture has been qualified under the Trust Indenture Act of
      1939, as amended; and (ii) the terms of the Offered AWA Debt Securities
      and their issuance and sale have been duly established in accordance with
      the terms and provisions of the AWA Debt Securities Indenture and are as
      described in the Registration Statement, the applicable Prospectus and any
      related Prospectus Supplement(s), then the Offered AWA Debt Securities,
      when issued and sold as contemplated in the Registration Statement, the
      applicable Prospectus and any related Prospectus Supplement(s) in
      accordance with the terms and provisions of the AWA Debt Securities
      Indenture and any applicable duly authorized, executed and delivered
      purchase, underwriting or similar agreement, will be valid and binding
      obligations of AWA, except as enforcement thereof may be limited by
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      relating to or affecting creditors' rights and remedies generally and by
      general equitable principles (regardless of whether such enforceability is
      considered in a proceeding at law or in equity).

            7. With respect to any series of US Airways Debt Securities issued
      under the US Airways Debt Securities Indenture and offered under the
      Registration Statement (the "Offered US Airways Debt Securities"),
      provided that (i) the US Airways Debt Securities Indenture has been
      qualified under the Trust Indenture Act of 1939, as amended; and (ii) the
      terms of the Offered US Airways Debt Securities and their issuance and
      sale have been duly established in accordance with the terms and
      provisions of the US Airways Debt Securities Indenture and are as
      described in the Registration Statement, the applicable Prospectus and any
      related Prospectus Supplement(s), when issued and sold as contemplated in
      the Registration Statement, the applicable Prospectus and any related
      Prospectus Supplement(s) in accordance with the terms and provisions of
      the US Airways Debt Securities Indenture, and any applicable duly
      authorized, executed and delivered purchase, underwriting or similar
      agreement, will be valid and binding obligations of US Airways, except as
      enforcement thereof may be limited by bankruptcy, insolvency,



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October 4, 2006
Page 8

      reorganization, moratorium or other similar laws relating to or affecting
      creditors' rights and remedies generally and by general equitable
      principles (regardless of whether such enforceability is considered in a
      proceeding at law or in equity).

            8. With respect to any US Airways Group Debt Guarantees issued under
      the AWA Debt Securities Indenture or the US Airways Debt Securities
      Indenture, and offered under the Registration Statement, provided that the
      terms of the Offered AWA Debt Securities, the Offered US Airways Debt
      Securities and the US Airways Group Debt Guarantees, and of their issuance
      and sale, have been duly established in accordance with the terms and
      provisions of the AWA Debt Securities Indenture or the US Airways Debt
      Securities Indenture, as applicable, and are as described in the
      Registration Statement, the applicable Prospectus and any related
      Prospectus Supplement(s), then the US Airways Group Debt Guarantees, when
      issued and sold as contemplated in the Registration Statement, the
      applicable Prospectus and any related Prospectus Supplement(s) in
      accordance with terms and provisions of the AWA Debt Securities Indenture
      or the US Airways Debt Securities Indenture, as applicable, and any duly
      authorized, executed and delivered purchase, underwriting or similar
      agreement, will be valid and binding obligations of US Airways Group,
      except as enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting
      creditors' rights and remedies generally and by general equitable
      principles (regardless of whether such enforceability is considered in a
      proceeding at law or in equity).

            9. With respect to any AWA Debt Guarantees issued under the US
      Airways Group Debt Securities Indenture or the US Airways Debt Securities
      Indenture, as applicable, and offered under the Registration Statement,
      provided that the terms of the Offered US Airways Group Debt Securities,
      the Offered US Airways Debt Securities and the AWA Debt Guarantees and of
      their issuance and sale have been duly established in accordance with the
      terms and provisions of the US Airways Group Debt Securities Indenture or
      the US Airways Debt Securities Indenture, as applicable, and are as
      described in the Registration Statement, the applicable Prospectus and any
      related Prospectus Supplement(s), then the AWA Debt Guarantees, when
      issued and sold as contemplated in the Registration Statement, the
      applicable Prospectus and any related Prospectus Supplement(s) in
      accordance with the terms and provisions of the US Airways Group Debt
      Securities Indenture or the US Airways Debt Securities Indenture, as
      applicable, and any applicable duly authorized, executed and delivered
      purchase, underwriting or similar agreement, will be valid and binding
      obligations of AWA, except as enforcement thereof may be limited by
      bankruptcy, insolvency, reorganization, moratorium or other similar laws
      relating to or affecting creditors' rights and remedies generally and by
      general equitable principles (regardless of whether such enforceability is
      considered in a proceeding at law or in equity).



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US Airways, Inc.
October 4, 2006
Page 9

            10. With respect to any US Airways Debt Guarantees issued under the
      US Airways Group Debt Securities Indenture or the AWA Debt Securities
      Indenture, as applicable, and offered under the Registration Statement,
      provided that the terms of the Offered US Airways Group Debt Securities,
      the Offered AWA Debt Securities and the US Airways Debt Guarantees and of
      their issuance and sale have been duly established in accordance with the
      terms and provisions of the US Airways Group Debt Securities Indenture or
      the AWA Debt Securities Indenture, as applicable, and are as described in
      the Registration Statement, the applicable Prospectus and any related
      Prospectus Supplement(s), then the US Airways Debt Guarantees, when issued
      and sold as contemplated in the Registration Statement, the applicable
      Prospectus and any related Prospectus Supplement(s) in accordance with the
      terms and provisions of the US Airways Group Debt Securities Indenture or
      the AWA Debt Securities Indenture, as applicable, and any applicable duly
      authorized, executed and delivered purchase, underwriting or similar
      agreement, will be valid and binding obligations of US Airways, except as
      enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting
      creditors' rights and remedies generally and by general equitable
      principles (regardless of whether such enforceability is considered in a
      proceeding at law or in equity).

            11. With respect to the AWA Pass Through Certificates of each
      series, when the AWA Pass Through Certificates of such series shall have
      been duly executed, authenticated, issued, and delivered by the Trustee
      and issued, sold, and paid for as contemplated by each of the Registration
      Statement, the applicable Prospectus, any supplement or supplements to the
      Prospectus relating to the AWA Pass Through Certificates of such series,
      the AWA Pass Through Trust Agreement and the related Trust Supplement, (i)
      the AWA Pass Through Trust Agreement, as supplemented by such Trust
      Supplement, will constitute a valid and binding obligation of AWA, except
      as enforcement thereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws relating to or affecting
      creditors' rights and remedies generally and by general equitable
      principles (regardless of whether such enforceability is considered in a
      proceeding at law or in equity), and (ii) the AWA Pass Through
      Certificates of such series will be validly issued and will be entitled to
      the benefits of the AWA Pass Through Trust Agreement and the related Trust
      Supplement.

            12. With respect to the US Airways Pass Through Certificates of each
      series, when the US Airways Pass Through Certificates of such series shall
      have been duly executed, authenticated, issued, and delivered by the
      Trustee and issued, sold, and paid for as contemplated by each of the
      Registration Statement, the applicable Prospectus, any supplement or
      supplements to the Prospectus relating to the US Airways Pass Through
      Certificates of such series, the US Airways Pass Through Trust Agreement
      and the related Trust Supplement, (i) the US Airways Pass Through Trust
      Agreement, as supplemented by such Trust Supplement, will constitute a
      valid and binding obligation of



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October 4, 2006
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      US Airways, except as enforcement thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other similar laws relating to
      or affecting creditors' rights and remedies generally and by general
      equitable principles (regardless of whether such enforceability is
      considered in a proceeding at law or in equity), and (ii) the US Airways
      Pass Through Certificates of such series will be validly issued and will
      be entitled to the benefits of the US Airways Pass Through Trust Agreement
      and the related Trust Supplement.

            13. With respect to each AWA Guarantee, when such AWA Guarantee
      shall have been duly executed and delivered by US Airways Group and issued
      by US Airways Group as contemplated by each of the Registration Statement,
      the applicable Prospectus, any supplement or the supplements to the
      Prospectus relating to the AWA Pass Through Certificates of the series to
      which such AWA Guarantee relates, the AWA Pass Through Trust Agreement and
      the related Trust Supplement, such AWA Guarantee will constitute a valid
      and binding obligation of US Airways Group, except as enforcement thereof
      may be limited by bankruptcy, insolvency, reorganization, moratorium or
      other similar laws relating to or affecting creditors' rights and remedies
      generally and by general equitable principles (regardless of whether such
      enforceability is considered in a proceeding at law or in equity).

            14. With respect to each US Airways Guarantee, when US Airways
      Guarantee shall have been duly executed and delivered by US Airways Group
      and issued by US Airways Group as contemplated by each of the Registration
      Statement, the applicable Prospectus, any supplement or the supplements to
      the Prospectus relating to the US Airways Pass Through Certificates of the
      series to which such US Airways Guarantee relates, the US Airways Pass
      Through Trust Agreement and the related Trust Supplement, such US Airways
      Guarantee will constitute a valid and binding obligation of US Airways
      Group, except as enforcement thereof may be limited by bankruptcy,
      insolvency, reorganization, moratorium or other similar laws relating to
      or affecting creditors' rights and remedies generally and by general
      equitable principles (regardless of whether such enforceability is
      considered in a proceeding at law or in equity).

      We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" set forth in the Prospectus forming a part of the Registration
Statement.

                                Very truly yours,

                                /s/ McKenna Long & Aldridge LLP
                                --------------------------------
                                McKenna Long & Aldridge LLP

EX-12.1

Exhibit 12.1

US AIRWAYS GROUP, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in millions, except ratio amounts)

	Six-Months Ended
	June 30,		Years ended December 31,
	2006		2005			2004			2003		2002			2001
Income (Loss) before income taxes and cumulative effect of change in accounting principle	$	375	$	(335	)	$	(89	)	$	57	$	(215	)	$	(324	)
Add:
Interest expense		147		147			80			80		72			27
Interest factor portion of rentals		207		203			140			136		136			152
		354		350			220			216		208			179
Earnings (Losses) before income taxes and fixed charges	$	729	$	15		$	131		$	273	$	(7	)	$	(145	)
Computation of fixed charges:
Interest expense	$	147	$	147		$	80		$	80	$	72		$	27
Interest factor portion of rentals		207		203			140			136		136			152
Capitalized Interest		1		3			2			2		3			13
Fixed Charges	$	355	$	353		$	222		$	218	$	211		$	192
Ratio of earnings to fixed charges		2.05		N/A			N/A			1.26		N/A			N/A
Earnings insufficient to cover fixed charges		N/A	$	338		$	91			N/A	$	218		$	337

EX-12.2

Exhibit 12.2

AMERICA WEST AIRLINES, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in millions, except ratio amounts)

	Six-Months Ended
	June 30,		Years Ended December 31,
	2006		2005			2004			2003		2002			2001
Income (Loss) before income taxes and cumulative effect of change in accounting principle	$	130	$	(195	)	$	(85	)	$	61	$	(212	)	$	(326	)
Add:
Interest expense		37		94			86			87		80			34
Interest factor portion of rentals		79		150			140			136		136			152
		116		244			226			223		216			186
Earnings (Losses) before income taxes and fixed charges	$	246	$	49		$	141		$	284	$	4		$	(140	)
Computation of fixed charges:
Interest expense	$	37	$	94		$	86		$	87	$	80		$	34
Interest factor portion of rentals		79		150			140			136		136			152
Capitalized Interest		—		3			2			2		3			13
Fixed Charges	$	116	$	247		$	228		$	225	$	219		$	199
Ratio of earnings to fixed charges		2.12		N/A			N/A			1.26		N/A			N/A
Earnings insufficient to cover fixed charges		N/A	$	198		$	87			N/A	$	215		$	339

EX-12.3

Exhibit 12.3

US AIRWAYS, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in millions, except ratio amounts)

	Successor Company (a)					Predecessor Company (a)
	Six-Months Ended		Three Months Ended			Nine Months Ended		Year Ended			Nine Months Ended			Three Months Ended		Years Ended
	June 30,		December 31,			September 30,		December 31,			December 31,			March 31,		December 31,
	2006		2005			2005		2004			2003			2003		2002			2001
Income (Loss) before income taxes and cumulative effect of change in accounting principle	$	248	$	(120	)	$	278	$	(585	)	$	(154	)	$	1,613	$	(1,914	)	$	(1,787	)
Add:
Interest expense		107		65			224		238			165			74		325			297
Interest factor portion of rentals		113		53			167		229			169			56		246			291
		220		118			391		467			334			130		571			588
Earnings (Losses) before income taxes and fixed charges	$	468	$	(2	)	$	669	$	(118	)	$	180		$	1,743	$	(1,343	)	$	(1,199	)
Computation of fixed charges:
Interest expense	$	107	$	65		$	224	$	238		$	165		$	74	$	325		$	297
Interest factor portion of rentals		113		53			167		229			169			56		246			291
Capitalized Interest		1		1			1		5			—			—		3			10
Fixed Charges	$	221	$	119		$	392	$	472		$	334		$	130	$	574		$	598
Ratio of earnings to fixed charges		2.12		N/A			1.71		N/A			N/A			13.41		N/A			N/A
Earnings insufficient to cover fixed charges		N/A	$	121			N/A	$	590		$	154			N/A	$	1,917		$	1,797

(a) In connection with emergence from the first bankruptcy in March 2003 and the second bankruptcy in September 2005, US Airways adopted fresh-start reporting in accordance with AICPA Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code.” As a result of the application of fresh-start reporting, the financial statements for the periods prior to March 31, 2003 are not comparable with the financial statements for the period April 1, 2003 to September 27, 2005, nor are any of such periods comparable to periods after September 27, 2005. References to “Successor Company” refer to US Airways following the application of fresh-start reporting upon emergence from the second bankruptcy, and references to “Predecessor Company” refer to US Airways prior to the application of fresh-start reporting upon emergence from the second bankruptcy.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders
US Airways Group, Inc.:

We consent to the use of our reports dated March 14, 2006, with respect to the consolidated balance sheets of US Airways Group, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, cash flows and stockholders’ equity and comprehensive income for each of the years in the three-year period ended December 31, 2005, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 and the effectiveness of internal control over financial reporting as of December 31, 2005, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

As discussed in Note 4 to the consolidated financial statements, the Company changed its method of accounting for major scheduled airframe, engine and certain component overhaul costs from the deferral method to the direct expense method in 2005.

/s/ KPMG LLP

Phoenix, Arizona
September 29, 2006

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholder
US Airways Group, Inc.:

We consent to the use of our report dated March 14, 2006, with respect to the consolidated balance sheets of America West Airlines, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, cash flows and stockholder’s equity and comprehensive income for each of the years in the three-year period ended December 31, 2005, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

As discussed in Note 3 to the consolidated financial statements, the Company changed its method of accounting for major scheduled airframe, engine and certain component overhaul costs from the deferral method to the direct expense method in 2005.

/s/ KPMG LLP

Phoenix, Arizona
September 29, 2006

Consent of Independent Registered Public Accounting Firm

The Board of Directors
US Airways Group, Inc.:

We consent to the use of our reports dated March 13, 2006, relating to the balance sheets of US Airways, Inc. (“US Airways”) as of December 31, 2005 for the Successor Company and December 31, 2004 for the Predecessor Company, and the related statements of operations, stockholder’s equity (deficit), and cash flows for the three months ended December 31, 2005 for the Successor Company, the nine months ended September 30, 2005, the year ended December 31, 2004, and the nine months ended December 31, 2003 for the Predecessor Company, and the three months ended March 31, 2003 for the prior Predecessor Company, management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005 and the effectiveness of internal control over financial reporting as of December 31, 2005, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

Our report dated March 13, 2006 also includes an explanatory paragraph that, as discussed in Notes 1 and 2(b) to the financial statements, on September 16, 2005, the Bankruptcy Court confirmed the Company’s Plan of Reorganization (the Plan), related to its second Chapter 11 bankruptcy proceeding. The Plan became effective on September 27, 2005 and US Airways and its parent Company, US Airways Group, Inc. (US Airways Group), emerged from the second Chapter 11 bankruptcy proceeding. On March 31, 2003 US Airways and US Airways Group emerged from the first bankruptcy proceeding. In connection with its emergence from the second and first Chapter 11 bankruptcy proceedings, US Airways adopted fresh-start reporting pursuant to Statement of Position 90-7, “Financial Reporting by Entities in Reorganization under the Bankruptcy Code” as of September 27, 2005 and March 31, 2003. In addition, as discussed in Note 1, on September 27, 2005, upon emergence from the second bankruptcy, US Airways Group merged with America West Holdings Corporation (America West Holdings). Effective with the merger, US Airways conformed its policies with those of America West Holdings, including the application of the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. As a result, the financial statements of the Successor Company are presented on a different basis than those of the Predecessor Companies and, therefore, are not comparable in all respects. As discussed in Notes 2(m) and 14 to the financial statements, effective April 1, 2003, after emerging from the first bankruptcy, US Airways changed its method of accounting for stock-based compensation as described by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure”.

/s/ KPMG LLP

Phoenix, Arizona
September 29, 2006

EX-25.1

                                                                    EXHIBIT 25.1

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                       PURSUANT TO SECTION 305(b)(2) [ ]

                                   ----------

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
               (Exact name of trustee as specified in its charter)

                                                          
________________________________________                          95-3571558
         (State of incorporation                               (I.R.S. employer
      if not a U.S. national bank)                           identification no.)



                                                               
          700 S. FLOWER STREET
                2ND FLOOR
        LOS ANGELES, CALIFORNIA                                   90017-4104
(Address of principal executive offices)                          (Zip code)



                                   ----------

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
                       100 ASHFORD CENTER NORTH, SUITE 520
                                ATLANTA, GA 30338
                              ATTN: STEFAN VICTORY
                                 (770) 698-5184
           (Name, address, and telephone number of agent for service)

                                   ----------

                             US AIRWAYS GROUP, INC.
               (Exact name of obligor as specified in its charter)

                                                          
                DELAWARE                                         54-1194634
     (State or other jurisdiction of                          (I.R.S. employer
     incorporation or organization)                          identification no.)



                                                              
       111 WEST RIO SALADO PARKWAY                                  85281
             TEMPE, ARIZONA                                      (Zip code)
(Address of principal executive offices)



                                   ----------

                                 DEBT SECURITIES
                       (Title of the indenture securities)

================================================================================



1.   General information. Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.



                       NAME                             ADDRESS
                       ----                             -------
                                             
     COMPTROLLER OF THE CURRENCY                WASHINGTON, D.C. 20219
     UNITED STATES DEPARTMENT OF THE TREASURY
     FEDERAL RESERVE BANK                       ATLANTA, GEORGIA 30309
     FEDERAL DEPOSIT INSURANCE CORPORATION      WASHINGTON, D.C. 20429


     (b)  Whether it is authorized to exercise corporate trust powers.

     YES.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     NONE.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
     229.10(d).

     1.   A copy of the articles of association of The Bank of New York Trust
          Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement
          No. 333-121948).

     2.   A copy of certificate of authority of the trustee to commence
          business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
          333-121948).

     3.   A copy of the authorization of the trustee to exercise corporate trust
          powers. (Exhibit 3 to Form T-1 filed with Registration Statement No.
          333-121948).

     4.   A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 333-121948).

     6.   The consent of the trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          333-121948).

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.


                                       -2-



                                    SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York
Trust Company, N.A., a corporation organized and existing under the laws of the
United States of America, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in The
City of Atlanta, and State of Georgia, on the 19th day of September, 2006.

                                        THE BANK OF NEW YORK TRUST COMPANY, N.A.


                                        By: /s/ Stefan Victory
                                            ------------------------------------
                                        Name: Stefan Victory
                                        Title: Vice President


                                       -3-



                                                                       EXHIBIT 7

                       Consolidated Report of Condition of
                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
          of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business March 31, 2006, published in accordance with
Federal regulatory authority instructions.



                                                                                     Dollar Amounts
                                                                                      in Thousands
                                                                                     --------------
                                                                                  
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ............................         3,453
   Interest-bearing balances .....................................................             0
Securities:
   Held-to-maturity securities ...................................................            63
   Available-for-sale securities .................................................        62,137
Federal funds sold and securities purchased under agreements to resell:
   Federal funds sold ............................................................        40,800
   Securities purchased under agreements to resell ...............................       115,000
Loans and lease financing receivables:
   Loans and leases held for sale ................................................             0
   Loans and leases, net of unearned income ......................................             0
   LESS: Allowance for loan and lease losses .....................................             0
   Loans and leases, net of unearned income and allowance ........................             0
Trading assets ...................................................................             0
Premises and fixed assets (including capitalized leases) .........................         4,043
Other real estate owned ..........................................................             0
Investments in unconsolidated subsidiaries and associated companies ..............             0
Customers' liability to this bank on acceptances outstanding .....................             0
Intangible assets:
   Goodwill ......................................................................       265,964
   Other Intangible Assets .......................................................        15,721
Other assets .....................................................................        37,548
                                                                                       ---------
Total assets .....................................................................     $ 544,729
                                                                                       =========



                                        1



                                                                                  
LIABILITIES
Deposits:
   In domestic offices ...........................................................         1,891
   Noninterest-bearing ...........................................................         1,891
   Interest-bearing ..............................................................             0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
   Federal funds purchased .......................................................             0
   Securities sold under agreements to repurchase ................................             0
Trading liabilities ..............................................................             0
Other borrowed money:
   (includes mortgage indebtedness and obligations under capitalized leases) .....        58,000
Not applicable
Bank's liability on acceptances executed and outstanding .........................             0
Subordinated notes and debentures ................................................             0
Other liabilities ................................................................        73,236
Total liabilities ................................................................     $ 133,127
                                                                                       =========
Minority interest in consolidated subsidiaries ...................................             0
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................             0
Common stock .....................................................................         1,000
Surplus (exclude all surplus related to preferred stock) .........................       321,520
Retained earnings ................................................................        89,351
Accumulated other comprehensive income ...........................................          (269)
Other equity capital components ..................................................             0
Total equity capital .............................................................     $ 411,602
                                                                                       ---------
Total liabilities, minority interest, and equity capital .........................     $ 544,729
                                                                                       =========



     I, William J. Winkelmann, Vice President of the above-named bank do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

     William J. Winkelmann ) Vice President

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.

     Michael K. Klugman    )
     Michael F. McFadden   ) Directors
     Frank P. Sulzberger   )


                                        2

EX-25.2

                                                                    EXHIBIT 25.2

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                        PURSUANT TO SECTION 305(b)(2) [ ]

                                   ----------

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
               (Exact name of trustee as specified in its charter)

                                                          
________________________________________                          95-3571558
         (State of incorporation                               (I.R.S. employer
      if not a U.S. national bank)                           identification no.)



                                                               
          700 S. FLOWER STREET
                2ND FLOOR
         LOS ANGELES, CALIFORNIA                                  90017-4104
(Address of principal executive offices)                          (Zip code)



                                   ----------

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
                       100 ASHFORD CENTER NORTH, SUITE 520
                                ATLANTA, GA 30338
                              ATTN: STEFAN VICTORY
                                 (770) 698-5184
           (Name, address, and telephone number of agent for service)

                                   ----------

                           AMERICA WEST AIRLINES, INC.
               (Exact name of obligor as specified in its charter)

                                                          
                DELAWARE                                          86-0418245
     (State or other jurisdiction of                           (I.R.S. employer
     incorporation or organization)                          identification no.)



                                                               
       4000 EAST SKY HARBOR BLVD.                                   85034
            PHOENIX, ARIZONA                                      (Zip code)
(Address of principal executive offices)



                                   ----------

                                 DEBT SECURITIES
                       (Title of the indenture securities)

================================================================================



1.   General information. Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.



                NAME                            ADDRESS
                ----                    -----------------------
                                     
COMPTROLLER OF THE CURRENCY             WASHINGTON, D.C. 20219
UNITED STATES DEPARTMENT OF THE
TREASURY

FEDERAL RESERVE BANK                    ATLANTA, GEORGIA 30309

FEDERAL DEPOSIT INSURANCE CORPORATION   WASHINGTON, D.C. 20429


     (b)  Whether it is authorized to exercise corporate trust powers.

     YES.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     NONE.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
     229.10(d).

     1.   A copy of the articles of association of The Bank of New York Trust
          Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement
          No. 333-121948).

     2.   A copy of certificate of authority of the trustee to commence
          business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
          333-121948).

     3.   A copy of the authorization of the trustee to exercise corporate trust
          powers. (Exhibit 3 to Form T-1 filed with Registration Statement No.
          333-121948).

     4.   A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 333-121948).

     6.   The consent of the trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          333-121948).

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.


                                      -2-



                                    SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York
Trust Company, N.A., a corporation organized and existing under the laws of the
United States of America, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in The
City of Atlanta, and State of Georgia, on the 19th day of September, 2006.

                                        THE BANK OF NEW YORK TRUST COMPANY, N.A.


                                        By: /s/ Stefan Victory
                                            ------------------------------------
                                        Name: Stefan Victory
                                        Title: Vice President


                                      -3-


                                                                       EXHIBIT 7

                       Consolidated Report of Condition of
                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
          of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business March 31, 2006, published in accordance with
Federal regulatory authority instructions.



                                                                                     Dollar Amounts
                                                                                      in Thousands
                                                                                     --------------
                                                                                  
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ............................         3,453
   Interest-bearing balances .....................................................             0
Securities:
   Held-to-maturity securities ...................................................            63
   Available-for-sale securities .................................................        62,137
Federal funds sold and securities purchased under agreements to resell:
   Federal funds sold ............................................................        40,800
   Securities purchased under agreements to resell ...............................       115,000
Loans and lease financing receivables:
   Loans and leases held for sale ................................................             0
   Loans and leases, net of unearned income ......................................             0
   LESS: Allowance for loan and lease losses .....................................             0
   Loans and leases, net of unearned income and allowance ........................             0
Trading assets ...................................................................             0
Premises and fixed assets (including capitalized leases) .........................         4,043
Other real estate owned ..........................................................             0
Investments in unconsolidated subsidiaries and associated companies ..............             0
Customers' liability to this bank on acceptances outstanding .....................             0
Intangible assets:
   Goodwill ......................................................................       265,964
   Other Intangible Assets .......................................................        15,721
Other assets .....................................................................        37,548
                                                                                       ---------
Total assets .....................................................................     $ 544,729
                                                                                       =========



                                        1



                                                                                  
LIABILITIES
Deposits:
   In domestic offices ...........................................................         1,891
   Noninterest-bearing ...........................................................         1,891
   Interest-bearing ..............................................................             0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
   Federal funds purchased .......................................................             0
   Securities sold under agreements to repurchase ................................             0
Trading liabilities ..............................................................             0
Other borrowed money:
   (includes mortgage indebtedness and obligations under capitalized leases) .....        58,000
Not applicable
Bank's liability on acceptances executed and outstanding .........................             0
Subordinated notes and debentures ................................................             0
Other liabilities ................................................................        73,236
Total liabilities ................................................................     $ 133,127
                                                                                       =========
Minority interest in consolidated subsidiaries ...................................             0
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................             0
Common stock .....................................................................         1,000
Surplus (exclude all surplus related to preferred stock) .........................       321,520
Retained earnings ................................................................        89,351
Accumulated other comprehensive income ...........................................          (269)
Other equity capital components ..................................................             0
Total equity capital .............................................................     $ 411,602
                                                                                       ---------
Total liabilities, minority interest, and equity capital .........................     $ 544,729
                                                                                       =========



     I, William J. Winkelmann, Vice President of the above-named bank do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

     William J. Winkelmann ) Vice President

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.

     Michael K. Klugman    )
     Michael F. McFadden   ) Directors
     Frank P. Sulzberger   )


                                        2

EX-25.3

                                                                    EXHIBIT 25.3

================================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

          CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                       PURSUANT TO SECTION 305(b)(2) [ ]

                                   ----------

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
               (Exact name of trustee as specified in its charter)

                                                          
________________________________________                          95-3571558
        (State of incorporation                                (I.R.S. employer
      if not a U.S. national bank)                           identification no.)



                                                               
          700 S. FLOWER STREET
               2ND FLOOR
        LOS ANGELES, CALIFORNIA                                   90017-4104
(Address of principal executive offices)                          (Zip code)



                                   ----------

                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
                       100 ASHFORD CENTER NORTH, SUITE 520
                                ATLANTA, GA 30338
                              ATTN: STEFAN VICTORY
                                 (770) 698-5184
           (Name, address, and telephone number of agent for service)

                                   ----------

                                US AIRWAYS, INC.
               (Exact name of obligor as specified in its charter)

                                                          
                 DELAWARE                                         53-0218143
     (State or other jurisdiction of                           (I.R.S. employer
      incorporation or organization)                         identification no.)



                                                               
      111 WEST RIO SALADO PARKWAY
             TEMPE, ARIZONA                                         85281
(Address of principal executive offices)                          (Zip code)



                                   ----------

                                 DEBT SECURITIES
                       (Title of the indenture securities)

================================================================================


1.   General information. Furnish the following information as to the trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.



                  NAME                             ADDRESS
                  ----                             -------
                                        
COMPTROLLER OF THE CURRENCY                WASHINGTON, D.C. 20219
UNITED STATES DEPARTMENT OF THE TREASURY

FEDERAL RESERVE BANK                       ATLANTA, GEORGIA 30309

FEDERAL DEPOSIT INSURANCE CORPORATION      WASHINGTON, D.C. 20429


     (b)  Whether it is authorized to exercise corporate trust powers.

     YES.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     NONE.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
     229.10(d).

     1.   A copy of the articles of association of The Bank of New York Trust
          Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement
          No. 333-121948).

     2.   A copy of certificate of authority of the trustee to commence
          business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
          333-121948).

     3.   A copy of the authorization of the trustee to exercise corporate trust
          powers. (Exhibit 3 to Form T-1 filed with Registration Statement No.
          333-121948).

     4.   A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 333-121948).

     6.   The consent of the trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          333-121948).

     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or examining
          authority.


                                       -2-



                                    SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York
Trust Company, N.A., a corporation organized and existing under the laws of the
United States of America, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in The
City of Atlanta, and State of Georgia, on the 19th day of September, 2006.

                                        THE BANK OF NEW YORK TRUST COMPANY, N.A.


                                        By: /s/ Stefan Victory
                                            ------------------------------------
                                        Name: Stefan Victory
                                        Title: Vice President


                                       -3-



                                                                       EXHIBIT 7

                       Consolidated Report of Condition of
                    THE BANK OF NEW YORK TRUST COMPANY, N.A.
          of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business March 31, 2006, published in accordance with
Federal regulatory authority instructions.



                                                                                     Dollar Amounts
                                                                                      in Thousands
                                                                                     --------------
                                                                                  
ASSETS
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin ............................         3,453
   Interest-bearing balances .....................................................             0
Securities:
   Held-to-maturity securities ...................................................            63
   Available-for-sale securities .................................................        62,137
Federal funds sold and securities purchased under agreements to resell:
   Federal funds sold ............................................................        40,800
   Securities purchased under agreements to resell ...............................       115,000
Loans and lease financing receivables:
   Loans and leases held for sale ................................................             0
   Loans and leases, net of unearned income ......................................             0
   LESS: Allowance for loan and lease losses .....................................             0
   Loans and leases, net of unearned income and allowance ........................             0
Trading assets ...................................................................             0
Premises and fixed assets (including capitalized leases) .........................         4,043
Other real estate owned ..........................................................             0
Investments in unconsolidated subsidiaries and associated companies ..............             0
Customers' liability to this bank on acceptances outstanding .....................             0
Intangible assets:
   Goodwill ......................................................................       265,964
   Other Intangible Assets .......................................................        15,721
Other assets .....................................................................        37,548
                                                                                       ---------
Total assets .....................................................................     $ 544,729
                                                                                       =========



                                        1



                                                                                  
LIABILITIES
Deposits:
   In domestic offices ...........................................................         1,891
   Noninterest-bearing ...........................................................         1,891
   Interest-bearing ..............................................................             0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
   Federal funds purchased .......................................................             0
   Securities sold under agreements to repurchase ................................             0
Trading liabilities ..............................................................             0
Other borrowed money:
   (includes mortgage indebtedness and obligations under capitalized leases) .....        58,000
Not applicable
Bank's liability on acceptances executed and outstanding .........................             0
Subordinated notes and debentures ................................................             0
Other liabilities ................................................................        73,236
Total liabilities ................................................................     $ 133,127
                                                                                       =========
Minority interest in consolidated subsidiaries ...................................             0
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................................             0
Common stock .....................................................................         1,000
Surplus (exclude all surplus related to preferred stock) .........................       321,520
Retained earnings ................................................................        89,351
Accumulated other comprehensive income ...........................................          (269)
Other equity capital components ..................................................             0
Total equity capital .............................................................     $ 411,602
                                                                                       ---------
Total liabilities, minority interest, and equity capital .........................     $ 544,729
                                                                                       =========



     I, William J. Winkelmann, Vice President of the above-named bank do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

     William J. Winkelmann ) Vice President

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions and
is true and correct.

     Michael K. Klugman    )
     Michael F. McFadden   ) Directors
     Frank P. Sulzberger   )


                                        2

EX-25.4

Exhibit 25.4

securities and exchange commission

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) o

U.S. BANK TRUST NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

41-1973763

I.R.S. Employer Identification No.

300 East Delaware Avenue, 8th Floor
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip Code)

Account Manager
U.S. Bank Trust National Association
One Federal Street, 3^rd Floor
Boston, MA 02110
Telephone (617) 603-6576

(Name, address and telephone number of agent for service)

America West Airlines, Inc.

(Exact name of obligor as specified in its charter)

Delaware	86-0418245
(State or other jurisdiction of incorporation or organization)	(I. R. S. Employer Identification No.)

4000 East Sky Harbor Blvd., Phoenix, AZ	85034
(Address of principal executive offices)	(Zip Code)

Pass Through Certificates

(Title of the indenture securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

               Comptroller of the Currency
               Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

               Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Not applicable because, to the best of Trustee’s knowledge, the Trustee is not a trustee under any other indenture under which any other securities or certificates of interest or participation in any other securities of the obligor are outstanding and there is not, nor has there been, a default with respect to securities issued under this indenture.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee now in effect, incorporated herein by reference to Exhibit 1 of Form T-1, Document 6 of Registration No. 333-84320.
2.	A copy of the certificate of authority of the Trustee to commence business, incorporated herein by reference to Exhibit 2 of Form T-1, Document 6 of Registration No. 333-84320.
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320.
4.	A copy of the existing bylaws of the Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1, Document 6 of Registration No. 333-113995.
5.	Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1, Document 6 of Registration No. 333-84320.
7.	Report of Condition of the Trustee as of June 30, 2006, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
8.	Not applicable.
9.	Not applicable.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on October 2, 2006.

U.S. BANK TRUST NATIONAL ASSOCIATION
By:	/s/ John A. Brennan
Name:	John A. Brennan
Title:	Officer

3

` Exhibit 7

U.S. Bank Trust National Association
Statement of Financial Condition
As of June 30, 2006

($000’s)

	6/30/2006
Assets
Cash and Balances Due From Depository Institutions	$	436,320
Fixed Assets		91
Intangible Assets		86,586
Other Assets		33,186
Total Assets	$	556,183
Liabilities
Other Liabilities	$	16,202
Total Liabilities	$	16,202
Equity
Common and Preferred Stock	$	1,000
Surplus		505,932
Undivided Profits		33,049
Total Equity Capital	$	539,981
Total Liabilities and Equity Capital	$	556,183

To the best of the undersigned’s determination, as of this date the above financial information is true and correct.

U.S. Bank Trust National Association
By:	/s/ John A. Brennan Name  John A. Brennan
	Title    Officer

Date: October 2, 2006

4

EX-25.5

Exhibit 25.5

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
__________________________

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)___

_________________________

U.S. BANK TRUST NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

41-1973763
I.R.S. Employer Identification No.

300 East Delaware Avenue, 8^th Floor
Wilmington, Delaware
(Address of principal executive offices)  19801
(Zip Code)

Account Manager
U.S. Bank Trust National Association
One Federal Street, 3^rd Floor
Boston, MA 02110
Telephone (617) 603-6576
(Name, address and telephone number of agent for service)

US AIRWAYS, INC.

(Exact name of obligor as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	53-0218143 (I. R. S. Employer Identification No.)
111 West Rio Salado Parkway, Tempe, AZ (Address of principal executive offices)	85281 (Zip Code)

________________________________

Pass Through Certificates
(Title of the indenture securities)

FORM T-1

Item 1.	GENERAL INFORMATION. Furnish the following information as to the Trustee.
	a)	Name and address of each examining or supervising authority to which it is subject.      Comptroller of the Currency      Washington, D.C.
	b)	Whether it is authorized to exercise corporate trust powers.      Yes
Item 2.	AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
		None
Items 3-15	Not applicable because, to the best of Trustee’s knowledge, the Trustee is not a trustee under any other indenture under which any other securities or certificates of interest or participation in any other securities of the obligor are outstanding and there is not, nor has there been, a default with respect to securities issued under this indenture.
Item 16.	LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.	A copy of the Articles of Association of the Trustee now in effect, incorporated herein by reference to Exhibit 1 of Form T-1, Document 6 of Registration No. 333-84320.
2.	A copy of the certificate of authority of the Trustee to commence business, incorporated herein by reference to Exhibit 2 of Form T-1, Document 6 of Registration No. 333-84320.
3.	A copy of the certificate of authority of the Trustee to exercise corporate trust powers, incorporated herein by reference to Exhibit 3 of Form T-1, Document 6 of Registration No. 333-84320.
4.	A copy of the existing bylaws of the Trustee, as now in effect, incorporated herein by reference to Exhibit 4 of Form T-1, Document 6 of Registration No. 333-113995.
5.	Not applicable.
6.	The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, incorporated herein by reference to Exhibit 6 of Form T-1, Document 6 of Registration No. 333-84320.
7.	Report of Condition of the Trustee as of June 30, 2006, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
8.	Not applicable.
9.	Not applicable.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Boston, Commonwealth of Massachusetts on October 2, 2006.

U.S. BANK TRUST NATIONAL ASSOCIATION
By:	/s/John A. Brennan
Name:	John A. Brennan
Title:	Officer

3

` Exhibit 7

U.S. Bank Trust National Association
Statement of Financial Condition
As of June 30, 2006

($000’s)

	6/30/2006
Assets
Cash and Balances Due From Depository Institutions	$	436,320
Fixed Assets		91
Intangible Assets		86,586
Other Assets		33,186
Total Assets	$	556,183
Liabilities
Other Liabilities	$	16,202
Total Liabilities	$	16,202
Equity
Common and Preferred Stock	$	1,000
Surplus		505,932
Undivided Profits		33,049
Total Equity Capital	$	539,981
Total Liabilities and Equity Capital	$	556,183

To the best of the undersigned’s determination, as of this date the above financial information is true and correct.

U.S. Bank Trust National Association

By:	/s/ John A. Brennan
	Name John A. Brennan
	Title Officer

Date: October 2, 2006

4