EX-4(G)(1)
EXHIBIT 4(G)(1)
CONFORMED COPY
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DEPOSIT AGREEMENT
(Class G)
Dated as of June 28, 2000
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Escrow Agent,
and
ABN AMRO BANK N.V.,
as Depositary
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TABLE OF CONTENTS
Page
ARTICLE 1 FORMATION OF DEPOSITS . . . . . . . . . . . . . . . . . . . . . 2
Section 1.1 Acceptance of Depositary . . . . . . . . . . . . . . . . 2
Section 1.2 Establishment of Accounts . . . . . . . . . . . . . . . 2
ARTICLE 2 MAINTENANCE OF DEPOSITS . . . . . . . . . . . . . . . . . . . . 2
Section 2.1 Deposits . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.2 Interest . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.3 Withdrawals . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.4 Other Accounts . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 3 TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 4 PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 5 REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . 6
ARTICLE 6 TRANSFER . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 7 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 8 NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 9 OBLIGATIONS UNCONDITIONAL . . . . . . . . . . . . . . . . . 8
ARTICLE 10 ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 11 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE 12 WAIVER OF JURY TRIAL RIGHT . . . . . . . . . . . . . . . . . 9
ARTICLE 13 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . 9
-i-
Schedule I Schedule of Deposits
Exhibit A Notice of Purchase Withdrawal
Exhibit B Notice of Final Withdrawal
Exhibit C Notice of Replacement Withdrawal
-ii-
DEPOSIT AGREEMENT (CLASS G)
This DEPOSIT AGREEMENT (Class G) dated as of June 28, 2000 (as amended,
modified or supplemented from time to time, this "Agreement") between First
Security Bank, National 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 ABN AMRO BANK N.V., as
depositary bank (the "Depositary"). Capitalized terms used herein without
definition shall have the respective defined meanings as set forth in the
Note Purchase Agreement (as defined below).
W I T N E S S E T H
WHEREAS, Northwest Airlines Corporation, a Delaware corporation (the
"Guarantor"), Northwest Airlines, Inc., a Minnesota corporation ("Northwest")
and State Street Bank and Trust Company of Connecticut, National Association,
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 No. 2000-1G, dated as of June 28, 2000, to the Pass Through
Trust Agreement dated as of June 3, 1999, by and among the Guarantor,
Northwest and the Pass Through Trustee (the "Basic Agreement") relating to
Northwest Airlines Pass Through Trust 2000-1G pursuant to which the Northwest
Airlines Pass Through Trust, Series 2000-1G Certificates referred to therein
(the "Certificates") are being issued;
WHEREAS, Northwest and Credit Suisse First Boston, Xxxxxx Xxxxxxx & Co.
Incorporated, Xxxxxxx Xxxxx Barney, Chase Securities Inc. and U.S. Bancorp
Xxxxx Xxxxxxx (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 as of June
21, 2000 pursuant to which the Pass Through Trustee will issue and sell the
Certificates to the Underwriters;
WHEREAS, Northwest, 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
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 Northwest, 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 State Street Bank and Trust Company, as paying agent for the Escrow Agent
(in such capacity, together with its successors in such capacity, the "Paying
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[Deposit Agreement (Class G)]
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 and
Paying Agent Agreement"); and
WHEREAS, the Underwriters and the Pass Through Trustee intend that the
Net Proceeds be held in escrow by the Escrow Agent pursuant to the Escrow and
Paying Agent 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 is hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE 1
FORMATION OF DEPOSITS
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.
ARTICLE 2
MAINTENANCE OF DEPOSITS
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: Federal Reserve
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[Deposit Agreement (Class G)]
Bank, New York, ABN NY ABA #00000000, Account: Chicago Treasury, Reference:
Northwest Airlines 2000-1 EETC, and the Depositary shall accept from the
Underwriters, on behalf of the Escrow Agent, the sum of US$476,319,000.00.
Upon acceptance of such sum, the Depositary shall (i) establish each of the
deposits specified in Schedule I hereto maturing on the respective dates
(each such date, as it may be extended from time to time in accordance with,
and subject to the requirements of, the Indemnity Agreement (as defined
herein) through the Delivery Period Termination Date, a "Maturity Date") 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.
Section 2.2 Interest. Each Deposit shall bear interest from and
including the date of deposit to but excluding the earlier of (x) date of
withdrawal and (y) such Deposit's Maturity Date at the rate of 8.072% 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 semiannually in arrears on
each April 1 and October 1, commencing on October 1, 2000 (each, an "Interest
Payment Date"), and (except in the case of a Final Withdrawal (as defined
below) made pursuant to a Notice of Replacement Withdrawal (as defined below)
on a day which is not an Interest Payment Date) on the date of 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 (such
remaining interest being hereinafter referred to as a "Carryover Deposit").
In addition, interest accrued on any Deposit that is withdrawn pursuant to a
Notice of Replacement Withdrawal but not paid on the date of the Final
Withdrawal shall be paid on the next Interest Payment Date.
Section 2.3 Withdrawals. On and after the date seven (7) days after
the establishment of each Deposit, the Escrow Agent may, by providing at
least one (1) Business Days 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. At any time prior to the
actual withdrawal of any 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, Minneapolis, Minnesota, Boston, Massachusetts, Hartford,
Connecticut, Salt Lake City, Utah or Chicago, Illinois. The Depositary
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[Deposit Agreement (Class G)]
reserves the right, upon at least fourteen (14) days prior notice to
Northwest, the Escrow Agent and the Pass Through Trustee, to require seven
(7) days notice for any withdrawal.
(a)(i) The Escrow Agent may, by providing at least fifteen (15) days
prior notice of withdrawal to the Depositary in the form of Exhibit B hereto
(a "Notice of Final Withdrawal"), withdraw the entire amount of all of the
remaining Deposits together with the payment by the Depositary of 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. If neither a Notice of Final Withdrawal nor a
Notice of Replacement Withdrawal has been given to the Depositary on or before
September 30, 2001, and there are unwithdrawn Deposits on such date, the
Depositary shall pay the amount of the Final Withdrawal to the Paying Agent on
such date as designated by Northwest pursuant to the Indemnity Agreement dated
as of June 28, 2000 between Northwest and the Depositary (the "Indemnity
Agreement") but in any event not later than October 15, 2001.
(ii) The Escrow Agent may, by providing at least fifteen (15) days
prior notice of withdrawal to the Depositary in the form of Exhibit C hereto
(a "Notice of Replacement Withdrawal"), request withdrawal of the entire
amount of all Deposits then held by the Depositary together with, if specified
in such Notice of Replacement Withdrawal, the payment by the Depositary of all
accrued and unpaid interest on such Deposits to but excluding the specified
date of withdrawal (a "Replacement Withdrawal") on such date as shall be
specified in such Notice of Replacement Withdrawal.
(b) If the Depositary receives a duly completed Notice of Purchase
Withdrawal or Notice of Final Withdrawal or Notice of Replacement 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
pursuant to a Notice of Purchase Withdrawal, 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
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[Deposit Agreement (Class G)]
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 such date as
designated by Northwest pursuant to the Indemnity Agreement and bear interest
as provided in Section 2.2 hereof. The Depositary shall promptly give notice
to the Escrow Agent of receipt of each such re-deposit and the account number
assigned thereto.
ARTICLE 3
TERMINATION
Section 3.1 This Agreement shall terminate on the fifth (5th) Business
Day after 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 For the avoidance of doubt, the obligations of the
Depositary under the last two (2) sentences of Section 2.2 hereof shall remain
in full force and effect notwithstanding the execution and delivery of a
replacement Deposit Agreement in accordance with the Note Purchase Agreement.
ARTICLE 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 or any Final Withdrawal, directly to the
Paying Agent on behalf of the Escrow Agent at State Street Bank and Trust
Company, Xxx Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention:
Corporate Trust Department, Reference: Northwest Airlines 2000-1 EETC, 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 or all
the then remaining Deposits pursuant to a Notice of Replacement Withdrawal,
directly to or as directed by the Pass Through Trustee as specified and in
the manner provided in such Notice of Purchase Withdrawal or Notice of
Replacement Withdrawal. The Depositary hereby waives any and all rights of
set-off, combination of accounts, right of retention or similar right
5
[Deposit Agreement (Class G)]
(whether arising under applicable law, contract or otherwise) it may have
against the Deposits howsoever arising. Except as provided below, 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 2.4 of the Escrow and Paying Agent 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 the Netherlands
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 and Paying Agent 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.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
The Depositary hereby represents and warrants to Northwest, the
Guarantor, 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 Illinois;
(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 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
6
[Deposit Agreement (Class G)]
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 shall act through its Chicago branch office in
connection with the transactions contemplated by this Agreement.
ARTICLE 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
7
[Deposit Agreement (Class G)]
Agent) to a successor escrow agent under Section 1.7 of the Escrow and Paying
Agent 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.
ARTICLE 7
AMENDMENT
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.
ARTICLE 8
NOTICES
Unless otherwise expressly provided herein, any notice or other
communication under this Agreement shall be in writing (including by
facsimile) and shall be deemed to be given and effective upon receipt
thereof. All notices shall be sent to (x) in the case of the Depositary,
ABN AMRO BANK N.V., 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
XX 00000-0000, Attention: Credit Administration (Telecopier: 312-992-5111)
and ABN AMRO BANK N.V., 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000,
Attention: Vice President - Aerospace (Telecopier: 312-606-8428) or (y) in
the case of the Escrow Agent, First Security Bank, National Association 00
Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, Attention: Corporate-Trust
Services (Telecopier: (000) 000-0000), in each case, with a copy to the Pass
Through Trustee, State Street Bank and Trust Company of Connecticut, National
Association, 000 Xxxxxx Xxxxxx, Xxxxxxx Square, Hartford, Connecticut 06103,
Attention: Corporate/Muni Department, (Telecopier: (000) 000-0000) and to
Northwest, Xxxxxxxxx Xxxxxxxx, Xxx., Xxxxxxxxxx X0000, 0000 Xxxxxxxxx Xxxxx,
Xx. Xxxx, XX 00000-0000, Attention: Treasurer (Telecopier: (000) 000-0000)
(or at such other address as any such party may specify from time to time in
a written notice to the parties hereto). 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.
8
[Deposit Agreement (Class G)]
ARTICLE 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.
ARTICLE 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.
ARTICLE 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.
ARTICLE 12
WAIVER OF JURY TRIAL RIGHT
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 IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.
ARTICLE 13
COUNTERPARTS
This Agreement may be executed in one or more counterparts, all of which
taken together shall constitute one instrument.
* * *
9
[Deposit Agreement (Class G)]
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:
-----------------------------
Name:
Title:
ABN AMRO BANK N.V., as Depositary
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
10
[Deposit Agreement (Class G)]
SCHEDULE I
SCHEDULE OF DEPOSITS
(Class G)
DATE TAIL NO. DEPOSIT AMOUNT ACCOUNT NO. MATURITY DATE
---- -------- -------------- ----------- -------------
06/28/2000 N315NB $23,631,961 01257111 07/10/2000
06/28/2000 N544US $27,406,529 01257114 07/11/2000
06/28/2000 N545US $27,466,786 01257130 07/11/2000
06/28/2000 N546US $27,600,015 01257147 07/11/2000
06/28/2000 N547US $27,657,333 01257157 07/11/2000
06/28/2000 N548US $27,703,569 01257166 07/11/2000
06/28/2000 N549US $27,717,508 01257180 07/11/2000
06/28/2000 N316NB $23,645,933 01257190 07/17/2000
06/28/2000 N317NB $24,605,733 01257195 09/15/2000
06/28/2000 N318NB $24,605,733 01257214 09/15/2000
06/28/2000 N319NB $24,696,667 01257233 10/16/2000
06/28/2000 N320NB $24,756,600 01257250 12/15/2000
06/28/2000 N321NB $24,771,000 01257254 01/16/2001
06/28/2000 N322NB $24,771,000 01257263 02/15/2001
06/28/2000 N323NB $24,771,000 01257284 03/15/2001
06/28/2000 N324NB $24,771,000 01257296 03/15/2001
06/28/2000 N325NB $24,771,000 01257308 05/15/2001
06/28/2000 N326NB $24,771,000 01257313 05/15/2001
06/28/2000 N327NB $16,198,632 01257324 06/15/2001
[Deposit Agreement (Class G)]
EXHIBIT A
NOTICE OF PURCHASE WITHDRAWAL
-----------------------------
ABN AMRO BANK N.V.
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Credit Administration
Telecopier: 000-000-0000
ABN AMRO BANK N.V.
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Vice President - Aerospace
Telecopier: 000-000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class G) dated as of
June 28, 2000 (the "Deposit Agreement") between First Security Bank, National
Association, as Escrow Agent, and ABN AMRO Bank N.V., as Depositary
(the "Depositary").
In accordance with Section 2.3 of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the
Deposit, $_________, Account No. ________.
The undersigned hereby directs the Depositary to pay the proceeds of
the Deposit to _________________, Account No. __________, Reference:
___________ on __________,____, upon the telephonic request of a
representative of the Pass Through Trustee.
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, as Escrow Agent
By:
-----------------------------
Name:
------------------------
Title:
------------------------
Dated:
-----------------, ------
2
[Deposit Agreement (Class G)]
EXHIBIT B
NOTICE OF FINAL WITHDRAWAL
--------------------------
ABN AMRO BANK N.V.
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Credit Administration
Telecopier: 000-000-0000
ABN AMRO BANK N.V.
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Vice President - Aerospace
Telecopier: 000-000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class G) dated as of
June 28, 2000 (the "Deposit Agreement") between First Security Bank,
National Association, as Escrow Agent, and ABM AMRO Bank N.V. (the
"Depositary").
In accordance with Section 2.3(a)(i) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all
Deposits.
The undersigned hereby directs the Depositary to pay the proceeds
of the Deposits and accrued interest thereon to the Paying Agent at [NAME],
ABA #___________, Account #_________, Attention: ___________________,
Reference: [Northwest Airlines 2000-1 EETC].
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, as Escrow Agent
By:
------------------------------
Name:
------------------------
Title:
------------------------
Dated:
---------------, ----
[Deposit Agreement (Class G)]
EXHIBIT C
NOTICE OF REPLACEMENT WITHDRAWAL
ABN AMRO BANK N.V.
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Credit Administration
Telecopier: 000-000-0000
ABN AMRO BANK N.V.
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Vice President - Aerospace
Telecopier: 000-000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class G) dated as of
June 28, 2000 (the "Deposit Agreement") between First Security Bank, National
Association, as Escrow Agent, and ABM AMRO Bank N.V. (the "Depositary").
In accordance with Section 2.3(a)(ii) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all
Deposits.
The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits to _____________ at [NAME], ABA #___________, Account #_________,
Attention: ___________________, Reference: Northwest Airlines 2000-1 EETC
[and to pay accrued interest thereon to the Paying Agent at _____________,
ABA # __________, Acct. No. _________, Reference: Northwest Airlines 2000-1
EETC]. [The undersigned further directs the Depositary to pay the accrued
interest on the Deposits to the Paying Agent on ________, 20__ (the next
Interest Payment Date) at ABA # ________, Account No. _________, Reference
Northwest Airlines 2000-1 EETC.]
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, as Escrow Agent
By:
------------------------------
Name:
------------------------
Title:
------------------------
Dated:
---------------, ----
[FN]
To be deleted in the case of a Replacement Withdrawal scheduled for a
date which is not an Interest Payment Date (as defined in the Escrow and
Payment Agent Agreement).
To be inserted in the case of a Replacement Withdrawal scheduled for a
date which is not an Interest Payment Date (as defined in the Escrow and
Payment Agent Agreement).
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