EXECUTION COPY
DEPOSIT AGREEMENT
(Class C)
Dated as of April 13, 1999
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION
as Escrow Agent
and
CREDIT SUISSE FIRST BOSTON,
New York Branch,
as Depositary
DEPOSIT AGREEMENT (Class C) dated as of April 13, 1999 (as amended, modified or
supplemented from time to time, this "Agreement") between First Security Bank,
National Association, a national banking association, as Escrow Agent under the
Escrow and Paying Agent Agreement referred to below (in such capacity, together
with its successors in such capacity, the "Escrow Agent"), and CREDIT SUISSE
FIRST BOSTON, a banking institution organized under the laws of Switzerland,
acting through its New York Branch as depositary bank ("Credit Suisse" and, in
its capacity as depositary hereunder, the "Depositary").
W I T N E S S E T H
WHEREAS, Atlas Air, Inc. ("Atlas") and Wilmington Trust Company, not in its
individual capacity except as otherwise expressly provided therein, but solely
as trustee (in such capacity, together with its successors in such capacity, the
"Pass Through Trustee") have entered into a Trust Supplement, dated the date
hereof to the Pass Through Trust Agreement dated as of April 1, 1999 (together,
as amended, modified or supplemented from time to time in accordance with the
terms thereof, the "Pass Through Trust Agreement") relating to Atlas Air Pass
Through Trust 1999-1C pursuant to which the Atlas Air Pass Through Trust, Series
1999-1C Certificates referred to therein (the "Certificates") are being issued;
WHEREAS, Atlas and Xxxxxx Xxxxxxx & Co. Incorporated, BT Alex. Xxxxx
Incorporated, CIBC Xxxxxxxxxxx Corp. and ING Baring Xxxxxx Xxxx LLC
(collectively, the "Underwriters" and, together with their respective
transferees and assigns as registered owners of the Certificates, the
"Investors") have entered into an Underwriting Agreement dated April 5, 1999
pursuant to which the Pass Through Trustee will issue and sell the Certificates
to the Underwriters;
WHEREAS, Atlas, the Pass Through Trustee, certain other pass through
trustees and certain other persons concurrently herewith are entering into the
Note Purchase Agreement, dated as of the date hereof (the "Note Purchase
Agreement"), pursuant to which the Pass Through Trustee has agreed to acquire,
subject to the terms thereof, from time to time on or prior to the Delivery
Period Termination Date (as defined in the Note Purchase Agreement) equipment
notes (the "Equipment Notes") issued to finance the acquisition of aircraft by
Atlas, as lessee or as owner, utilizing a portion of the proceeds from the sale
of the Certificates (the "Net Proceeds");
WHEREAS, the Escrow Agent, the Underwriters, the Pass Through Trustee and
Wilmington Trust Company, as paying agent for the Escrow Agent (in such
capacity, together with its successors in such capacity, the "Paying Agent")
concurrently herewith are entering into an Escrow and Paying Agent Agreement,
dated as of the date hereof (as amended, modified or supplemented from time to
time in accordance with the terms thereof, the "Escrow Agreement");
WHEREAS, Atlas and the Depositary concurrently herewith are entering into
an Indemnity Agreement, dated as of the date hereof (the "Indemnity Agreement");
and
WHEREAS, the Underwriters and the Pass Through Trustee intend that the Net
Proceeds be held in escrow by the Escrow Agent on behalf of the Investors
pursuant to the Escrow Agreement, subject to withdrawal upon request of and
proper certification by the Pass Through Trustee for the purpose of purchasing
Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited
by the Escrow Agent with the Depositary pursuant to this Agreement, which
provides for the Depositary to pay interest for distribution to the Investors
and to establish accounts from which the Escrow Agent shall make withdrawals
upon request of and proper certification by the Pass Through Trustee.
NOW, THEREFORE, in consideration of the obligations contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1.1 Acceptance of Depositary. The Depositary hereby agrees to act
as depositary bank as provided herein and in connection therewith to accept all
amounts to be delivered to or held by the Depositary pursuant to the terms of
this Agreement. The Depositary further agrees to hold, maintain and safeguard
the Deposits and the Accounts (as defined below) during the term of this
Agreement in accordance with the provisions of this Agreement. The Escrow Agent
shall not have any right to withdraw, assign or otherwise transfer moneys held
in the Accounts except as permitted by this Agreement.
SECTION 1.2 Establishment of Accounts. The Escrow Agent hereby instructs
the Depositary, and the Depositary agrees, to establish the separate deposit
accounts listed on Schedule I hereto and to establish such additional separate
deposit accounts as may be required in connection with the deposits contemplated
by Section 2.4 hereof (each, an "Account" and collectively, the "Accounts"),
each in the name of the Escrow Agent and all on the terms and conditions set
forth in this Agreement.
SECTION 2.1 Deposits. The Escrow Agent shall direct the Underwriters to
deposit with the Depositary on the date of this Agreement (the "Deposit Date")
in Federal (same day) funds by wire transfer to: Bank of New York, Reference:
Xxxxx Xxx XXXX 0000-0, XXX # 000000000, Account #8900-329238 and the Depositary
shall accept from the Underwriters, on behalf of the Escrow Agent, the sum of
US$119,904,000. Upon acceptance of such sum, the Depositary shall (i) establish
each of the deposits specified in Schedule I hereto maturing on the respective
dates set forth therein (including any deposit made pursuant to Section 2.4
hereof, individually, a "Deposit" and, collectively, the "Deposits") and (ii)
credit each Deposit to the related Account as set forth therein. No amount shall
be deposited in any Account other than the related Deposit.
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SECTION 2.2 Interest. The Depositary shall pay interest on each Deposit
from and including the date of deposit to but excluding the date of withdrawal
at the rate of 7.20% per annum (computed on the basis of a year of twelve 30-day
months) payable to the Paying Agent on behalf of the Escrow Agent semi-annually
in arrears on each January 2 and July 2, commencing on January 2, 2000 (each, an
"Interest Payment Date"), and on the date of each Prepayment Withdrawal and the
Final Withdrawal (as defined below), all in accordance with the terms of this
Agreement (whether or not any such Deposit is withdrawn on an Interest Payment
Date). Interest accrued on any Deposit that is withdrawn pursuant to a Notice of
Purchase Withdrawal (as defined below) shall be paid on the next Interest
Payment Date, notwithstanding any intervening Final Withdrawal.
SECTION 2.3 Withdrawals. (a) On and after the date seven days after the
establishment of any Deposit, the Escrow Agent may, by providing at least one
Business Day's prior notice of withdrawal to the Depositary in the form of
Exhibit A hereto (a "Notice of Purchase Withdrawal"), withdraw not less than the
entire balance of such Deposit, except that at any time prior to the actual
withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by
notice to the Depositary, cancel such withdrawal (including on the scheduled
date therefor), and thereafter such Deposit shall continue to be maintained by
the Depositary in accordance with the original terms thereof. Following such
withdrawal the balance in the related Account shall be zero and the Depositary
shall close such Account. As used herein, "Business Day" means any day, other
than a Saturday, Sunday or other day on which commercial banks are authorized or
required by law to close in New York, New York, Denver, Colorado, Salt Lake
City, Utah or Wilmington, Delaware.
(b) The Escrow Agent may, by providing at least 15 days' prior notice of
withdrawal to the Depositary in the form of Exhibit B hereto (a "Notice of
Prepayment Withdrawal"), withdraw not less than the entire balance of any
Deposit together with all accrued and unpaid interest on such Deposit to but
excluding the specified date of withdrawal (a "Prepayment Withdrawal"), on such
date as shall be specified in such Notice of Prepayment Withdrawal. Following
such withdrawal the balance in the related Account shall be zero and the
Depositary shall close such Account. Upon any Prepayment Withdrawal, the
Depositary shall pay to the Paying Agent the amount requested in the related
Notice of Prepayment Withdrawal.
(c) The Escrow Agent may, by providing at least 15 days' prior notice of
withdrawal to the Depositary in the form of Exhibit C hereto (a "Notice of Final
Withdrawal"), withdraw the entire amount of all of the remaining Deposits
together with the all accrued and unpaid interest on such Deposits to but
excluding the specified date of withdrawal (a "Final Withdrawal"), on such date
as shall be specified in such Notice of Final Withdrawal. Following such
withdrawal the balance in the related Accounts shall be zero and the Depositary
shall close such Accounts. If a Notice of Final Withdrawal has not been given to
the Depositary on or before May 31, 2000 (provided, that if a labor strike or
work stoppage occurs at The Boeing Company prior to such date, such date shall
be extended by adding
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thereto the number of days that each such labor strike or work stoppage
continues in effect) and there are unwithdrawn Deposits on such date, the
Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on
June 15, 2000 (or if the May 31, 2000 date has been extended as set forth in
this sentence, the fifteenth day after the Delivery Period Termination Date).
(d) If the Depositary receives a duly completed Notice of Purchase
Withdrawal, Notice of Prepayment Withdrawal or Notice of Final Withdrawal
complying with the provisions of this Agreement, it shall make the payments
specified therein in accordance with the provisions of this Agreement.
SECTION 2.4 Other Accounts. On the date of withdrawal of any Deposit, the
Escrow Agent, or the Pass Through Trustee on behalf of the Escrow Agent, shall
be entitled to re-deposit with the Depositary any portion thereof and the
Depositary shall accept the same for deposit hereunder. Any sums so received for
deposit shall be established as a new Deposit and credited to a new Account, all
as more fully provided in Section 2.1 hereof, and thereafter the provisions of
this Agreement shall apply thereto as fully and with the same force and effect
as if such Deposit had been established on the Deposit Date except that (i) such
Deposit may not be withdrawn prior to the date seven days after the
establishment thereof and (ii) such Deposit shall mature on June 15, 2000 (as
such date may be extended from time to time to the fifteenth day after the
Delivery Period Termination Date) and bear interest as provided in Section 2.2.
The Depositary shall promptly give notice to the Escrow Agent of the account
number assigned to any such re-deposit.
SECTION 3.1 Termination. This Agreement shall terminate on the later of the
date on which (i) all of the Deposits shall have been withdrawn and paid as
provided herein without any re-deposit and (ii) all accrued and unpaid interest
on the Deposits shall have been paid as provided herein, but in no event prior
to the date on which the Depositary shall have performed in full its obligations
hereunder.
SECTION 3.2 Substitute Depositary. In the event that Atlas is required
under the provisions of Section 6 or Section 7 of the Indemnity Agreement to
make payments in a material amount to the Depositary, Atlas may elect to
terminate the Depositary as a party to this Agreement, the other Deposit
Agreements and the Indemnity Agreement; provided that, concurrently with such
termination, (i) Atlas shall pay the Depositary all amounts (including, without
limitation, amounts, if any, owed under such Section 6 and Section 7) owed to
the Depositary pursuant to any such Agreement through such date of termination,
(ii) another financial institution satisfactory to Atlas and the Rating Agencies
(as defined in the Note Purchase Agreement) shall agree, as of such date, to
assume all rights and obligations of the Depositary under all such Agreements to
be terminated as of such date, and (iii) all documents and supporting materials
necessary to evidence the termination of the Depositary and the substitution of
such other financial institution shall have been received as of such date.
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SECTION 4. Payments. All payments (including, without limitation, those
payments made in respect of Taxes (as defined and provided for below)) made by
the Depositary hereunder shall be paid in United States Dollars and immediately
available funds by wire transfer (i) in the case of accrued interest on the
Deposits payable under Section 2.2 hereof, any Prepayment Withdrawal or any
Final Withdrawal, directly to the Paying Agent at Wilmington Trust Company,
Wilmington, Delaware, ABA # 03-11-000-92, Account No. 00000-0, Xxxxxxxxx: Xxxxxx
Xxxxx, Reference: Atlas Air, or to such other account as the Paying Agent may
direct from time to time in writing to the Depositary and the Escrow Agent and
(ii) in the case of any withdrawal of one or more Deposits pursuant to a Notice
of Purchase Withdrawal, directly to or as directed by the Pass Through Trustee
as specified and in the manner provided in such Notice of Purchase Withdrawal.
The Depositary hereby waives any and all rights of set-off, combination of
accounts, right of retention or similar right (whether arising under applicable
law, contract or otherwise) it may have against the Deposits howsoever arising.
All payments on or in respect of each Deposit shall be made free and clear of
and without reduction for or on account of any and all taxes, levies or other
impositions or charges (collectively, "Taxes"). However, if the Depositary or
the Paying Agent (pursuant to Section 2.04 of the Escrow Agreement) shall be
required by law to deduct or withhold any Taxes from or in respect of any sum
payable hereunder, the Depositary shall (i) make such deductions or withholding,
(ii) pay the full amount deducted or withheld (including in respect of such
additional amounts) to the competent taxation authority and (iii) if the Taxes
required to be deducted or withheld are imposed by Switzerland or any political
subdivision thereof, pay such additional amounts as may be necessary in order
that the actual amount received by the designated recipient of such sum under
this Agreement or the Escrow Agreement after such deduction or withholding
equals the sum it would have received had no such deduction or withholding been
required. If the date on which any payment due on any Deposit would otherwise
fall on a day which is not a Business Day, such payment shall be made on the
next succeeding Business Day, with the same force and effect as if made on such
scheduled date, and no additional interest shall accrue in respect of such
extension.
SECTION 5. Representation and Warranties. The Depositary hereby represents
and warrants to Atlas, the Escrow Agent, the Pass Through Trustee and the Paying
Agent that:
(a) it is a bank duly organized and validly existing in good standing
under the laws of its jurisdiction of organization and is duly qualified to
conduct banking business in the State of New York through its New York
Branch;
(b) it has full power, authority and legal right to conduct its
business and operations as currently conducted and to enter into and
perform its obligations under this Agreement;
(c) the execution, delivery and performance of this Agreement have
been duly authorized by all necessary corporate action on the part of it
and do not require
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any stockholder approval, or approval or consent of any trustee or holder
of any indebtedness or obligations of it, and such document has been duly
executed and delivered by it and constitutes its legal, valid and binding
obligations enforceable against it in accordance with the terms hereof;
(d) no authorization, consent or approval of or other action by, and
no notice to or filing with, any United States federal or state
governmental authority or regulatory body is required for the execution,
delivery or performance by it of this Agreement;
(e) neither the execution, delivery or performance by it of this
Agreement, nor compliance with the terms and provisions hereof, conflicts
or will conflict with or results or will result in a breach or violation of
any of the terms, conditions or provisions of, or will require any consent
or approval under, any law, governmental rule or regulation or the charter
documents, as amended, or bylaws, as amended, of it or any similar
instrument binding on it or any order, writ, injunction or decree of any
court or governmental authority against it or by which it or any of its
properties is bound or any indenture, mortgage or contract or other
agreement or instrument to which it is a party or by which it or any of its
properties is bound, or constitutes or will constitute a default thereunder
or results or will result in the imposition of any lien upon any of its
properties;
(f) there are no pending or, to its knowledge, threatened actions,
suits, investigations or proceedings (whether or not purportedly on behalf
of it) against or affecting it or any of its property before or by any
court or administrative agency which, if adversely determined, (i) would
adversely affect the ability of it to perform its obligations under this
Agreement or (ii) would call into question or challenge the validity of
this Agreement or the enforceability hereof in accordance with the terms
hereof, nor is the Depositary in default with respect to any order of any
court, governmental authority, arbitration board or administrative agency
so as to adversely affect its ability to perform its obligations under this
Agreement; and
(g) the Depositary will make all payments under this Agreement from
its own funds and not from funds provided by, or on deposit from, Atlas or
any of Atlas' subsidiaries.
SECTION 6. Transfer. Neither party hereto shall be entitled to assign or
otherwise transfer this Agreement (or any interest herein) other than (in the
case of the Escrow Agent) to a successor escrow agent under the Escrow
Agreement, and any purported assignment in violation thereof shall be void. This
Agreement shall be binding upon the parties hereto and their respective
successors and (in the case of the Escrow Agent) permitted assigns.
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SECTION 7. Amendment, Etc. This Agreement may not be amended, waived or
otherwise modified except by an instrument in writing signed by the party
against whom the amendment, waiver or other modification is sought to be
enforced and by the Pass Through Trustee.
SECTION 8. Notices. Unless otherwise expressly specified or permitted by
the terms hereof, all notices, requests, demands, authorizations, directions,
consents, waivers or documents provided or permitted by this Agreement to be
made, given, furnished or filed shall be in writing, mailed by certified mail,
postage prepaid, or by confirmed telecopy and
(i) if to the Escrow Agent, addressed to at its office at:
FIRST SECURITY BANK, NATIONAL ASSOCIATION 00 Xxxxx
Xxxx Xxxxxx Xxxx Xxxx Xxxx, XX 00000
Attention: Corporate Trust Department
Telecopier: 000-000-0000
(ii) if to the Depositary, addressed to it at its offices at:
CREDIT SUISSE FIRST BOSTON
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx and Xxxxxxxx Xxxx
Telecopier: 000-000-0000
(iii) in each case, with a copy to the Pass Through Trustee, addressed
to it at its office at:
WILMINGTON TRUST COMPANY
One Xxxxxx Square
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Corporate Trust Administration
Telecopy: 000-000-0000
and to Atlas, addressed to it at its office at:
ATLAS AIR, INC.
000 Xxxxxxx Xxxxx
0
Xxxxxx, XX 00000
Attention: Chief Financial Officer
Telecopier: 000-000-0000
Whenever any notice in writing is required to be given by either of the
Escrow Agent or the Depositary to the other, such notice shall be deemed given
and such requirement satisfied when such notice is received. Any party hereto
may change the address to which notices to such party will be sent by giving
notice of such change to the other party to this Agreement.
On or prior to the execution of this Agreement, the Escrow Agent has
delivered to the Depositary a certificate containing specimen signatures of the
representatives of the Escrow Agent who are authorized to give notices and
instructions with respect to this Agreement. The Depositary may conclusively
rely on such certificate until the Depositary receives written notice from the
Escrow Agent to the contrary.
SECTION 9. Obligations Unconditional. The Depositary hereby acknowledges
and agrees that its obligation to repay each Deposit together with interest
thereon as provided herein is absolute, irrevocable and unconditional and
constitutes a full recourse obligation of the Depositary enforceable against it
to the full extent of all of its assets and properties.
SECTION 10. Entire Agreement. This Agreement (including all attachments
hereto) sets forth all of the promises, covenants, agreements, conditions and
understandings between the Depositary and the Escrow Agent with respect to the
subject matter hereof and supersedes all prior and contemporaneous agreements
and undertakings, inducements or conditions, express or implied, oral or
written.
SECTION 11. Governing Law. This Agreement, and the rights and obligations
of the Depositary and the Escrow Agent with respect to the Deposits, shall be
governed by, and construed in accordance with, the laws of the State of New York
and subject to the provisions of Regulation D of the Board of Governors of the
Federal Reserve System (or any successor), as the same may be modified and
supplemented and in effect from time to time.
SECTION 12. Submission to Jurisdiction; Waiver of Jury Trial. (a) Each of
the parties hereto hereby irrevocably and unconditionally:
(i) submits for itself and its property in any legal action or
proceeding relating to this Agreement, or for recognition and enforcement
of any judgment in respect hereof, to the nonexclusive general jurisdiction
of the courts of the State of New York, the courts of the United States of
America for the Southern District of New York, and the appellate courts
from any thereof;
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(ii) consents that any such action or proceeding may be brought in
such courts, and waives any objection that it may now or hereafter have to
the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;
(iii) agrees that service of process in any such action or proceeding
may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form and mail), postage prepaid, to each
party hereto at its address set forth in Section 8 hereof, or at such other
address of which the other parties shall have been notified pursuant
thereto; and
(iv) agrees that nothing herein shall affect the right to effect
service of process in any other manner permitted by law or shall limit the
right to xxx in any other jurisdiction.
(b) EACH OF THE DEPOSITARY AND THE ESCROW AGENT ACKNOWLEDGES AND ACCEPTS
THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT SUCH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY
WAIVES, TO THE GREATEST EXTENT PERMISSIBLE BY LAW, ITS RIGHT TO A TRIAL BY JURY.
SECTION 13. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.
SECTION 14. Depositary's Obligations. The Depositary and the Escrow Agent
understand and agree that in connection with this Agreement, the Depositary is
not acting as a fiduciary, agent of other representative of the Escrow Agent,
the Pass Through Trustees, the Underwriters or anyone else, and has no and shall
have no obligation to monitor, account for or otherwise concern itself with the
source of funds invested hereunder or the application of such funds or of
payments made by the Depositary hereunder and in accordance with the terms
hereof.
SECTION 15. Head Office Obligation. Credit Suisse First Boston hereby
agrees that the obligations and agreements of the Depositary hereunder are also
the obligations and agreements of Credit Suisse First Boston's Head Office in
Zurich, Switzerland. Accordingly, any beneficiary of this Agreement will be able
to proceed (including, in accordance with Section 12 hereof) directly against
Credit Suisse First Boston's Head Office in Zurich, Switzerland if Credit Suisse
First Boston's New York Branch defaults in its obligation to such beneficiary
under this Agreement.
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IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this
Deposit Agreement to be duly executed as of the day and year first above
written.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
as Escrow Agent
By /s/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
CREDIT SUISSE FIRST BOSTON,
New York Branch,
as Depositary
By /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
By /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice Presdient
Schedule I
Schedule of Deposits
(Class C)
Date Deposit Amount Account No. Maturity Date
EXHIBIT A
NOTICE OF PURCHASE WITHDRAWAL
CREDIT SUISSE FIRST BOSTON
New York Branch
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx and Xxxxxxxx Xxxx
Telecopier: 000-000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class C) dated as of April ,
1999 (the "Deposit Agreement") between First Security Bank, N.A., as Escrow
Agent, and Credit Suisse First Boston, New York Branch, as Depositary (the
"Depositary").
In accordance with Section 2.3(a) of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of the Deposit, $_______,
Account No. ____________.
The undersigned hereby directs that on _______________, the Depositary (i)
pay $___________ of the proceeds of the Deposit to ________________, Account No.
_____, Reference: Atlas Air upon the telephonic request of a representative
reasonably believed by the Depositary to be that of the Pass Through Trustee and
(ii) redeposit $___________ of such proceeds in accordance with Section 2.4 of
the Deposit Agreement..
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
as Escrow Agent
By: ________________________________
Name:
Title:
Dated: _______ __, ____
EXHIBIT B
NOTICE OF PREPAYMENT WITHDRAWAL
CREDIT SUISSE FIRST BOSTON
New York Branch
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx and Xxxxxxxx Xxxx
Telecopier: 000-000-0000
Reference is made to the Deposit Agreement (Class C) dated as of April __,
1999 (the "Deposit Agreement") between First Security Bank, N.A., as Escrow
Agent, and Credit Suisse First Boston, New York Branch, as Depositary (the
"Depositary").
In accordance with Section 2.3(b) of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of the Deposit, $_______,
Account No. ____________ on ________________.
The undersigned hereby directs the Depositary to pay the proceeds of such
Deposit and accrued interest thereon to the Paying Agent at Wilmington Trust
Company, ABA# 03-11-000-92, Account No.44043-0, Reference: Atlas Air.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
as Escrow Agent
By ________________________________
Name:
Title:
Dated: __________________
EXHIBIT C
NOTICE OF FINAL WITHDRAWAL
CREDIT SUISSE FIRST BOSTON
New York Branch
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx and Xxxxxxxx Xxxx
Telecopier: 000-000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class C) dated as of April ,
1999 (the "Deposit Agreement") between First Security Bank, N.A., as Escrow
Agent, and Credit Suisse First Boston, New York Branch, as Depositary (the
"Depositary").
In accordance with Section 2.3(c) of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of all Deposits on
_____________.
The undersigned hereby directs the Depositary to pay the proceeds of the
Deposits and accrued interest thereon to the Paying Agent at Wilmington Trust
Company, ABA# 03-11-000-92, Account No. 44043-0, Reference: Atlas Air.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
as Escrow Agent
By: ________________________________
Name:
Title:
Dated: _______ __, ______
