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Exhibit 4.12
EXECUTION
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DEPOSIT AGREEMENT
(Class G)
Dated as of July 7, 2000
between
WILMINGTON TRUST COMPANY
as Escrow Agent
and
CITIBANK, N.A.
as Depositary
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DEPOSIT AGREEMENT (Class G) dated as of July 7, 2000 (as amended,
modified or supplemented from time to time, this "Agreement") between WILMINGTON
TRUST COMPANY, a Delaware banking corporation, 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 CITIBANK, N.A., a
national banking association as depositary bank hereunder (the "Depositary").
W I T N E S S E T H
WHEREAS, America West Airlines, Inc. ("America West") 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
Pass Through Trust Agreement dated as of July 7, 2000 (as amended, modified or
supplemented from time to time in accordance with the terms thereof, the "Pass
Through Trust Agreement") relating to America West Airlines Pass Through Trust
2000-1G-O pursuant to which the America West Airlines Pass Through Trust, Series
2000-1G-O Certificates referred to therein (the "Certificates") are being
issued;
WHEREAS, America West and Xxxxxx Xxxxxxx & Co. Incorporated and Xxxxxxx
Xxxxx Barney Inc. (collectively, the "Initial Purchasers" and, together with
their respective transferees and assigns as registered owners of the
Certificates, the "Investors") have entered into a Purchase Agreement dated as
of June 27, 2000 pursuant to which the Pass Through Trustee will issue and sell
the Certificates to the Initial Purchasers (the net proceeds of such sale being
herein referred to as the "Net Proceeds");
WHEREAS, America West, 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 or refinance the acquisition of aircraft by America
West, as lessee or as owner, utilizing a portion of the Net Proceeds;
WHEREAS, the Escrow Agent, the Initial Purchasers, 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 and Paying
Agent Agreement"); and
WHEREAS, the Initial Purchasers 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 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
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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:
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 Depositary
shall neither be responsible for or under, nor chargeable with knowledge of, the
terms and conditions of any other agreement, instrument or document executed
between and among the parties hereto. This Agreement sets forth all of the
obligations of the Depositary, and no additional obligations shall be implied
from the terms of this Agreement or any other agreement, instrument or document.
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 1.6 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 1.3 Deposits. The Escrow Agent shall direct the Initial
Purchasers to deposit with the Depositary on the date of this Agreement (the
"Deposit Date") in Federal (same day) funds by wire transfer to the account of
Citibank, N.A. at Citibank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxx 0, Xxx Xxxx,
Xxx Xxxx 00000, ABA#000000000, Account No. 00000000, Attention: Citibank Agency
& Trust Services, Reference: America West Airlines 2000-1G, and the Depositary
shall accept from the Initial Purchasers, on behalf of the Escrow Agent, the sum
of US$232,898,000. Upon acceptance of such sum, the Depositary shall (i)
establish each of the deposits specified in Schedule I hereto maturing on
October 26, 2001 (including any deposit made pursuant to Section 1.6 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 1.4 Interest. (a) Each Deposit shall bear interest from and
including the date of deposit to but excluding the date of withdrawal at the
rate of 8.057% 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, 2001 (each, an
"Interest Payment Date") and, as provided in Section 1.5(b) hereof, on the date
of the
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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 (as defined
below). In addition, interest accrued on any Deposit that is withdrawn pursuant
to a Notice of Replacement Withdrawal (as defined below) but not paid on the
date of the Final Withdrawal shall be paid on the next Interest Payment Date.
(b) The parties hereto further acknowledge and agree that upon
any increase in the rate of interest on the Certificates (such increase referred
to as a "Rate Increase") pursuant to the terms of the Registration Rights
Agreement, the rate of interest borne by each Deposit in accordance with Section
1.4(a) above shall increase by the amount of such Rate Increase, and upon any
subsequent decrease in the rate of interest on the Equipment Notes (such
decrease referred to as a "Rate Decrease") pursuant to the terms of the
Registration Rights Agreement, the rate of interest borne by such Deposit shall
decrease by the amount of such Rate Decrease. For the purposes of this Section
1.4(b), "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement dated the date hereof among America West, the Pass Through
Trustee, certain other pass through trustees and the Initial Purchasers.
SECTION 1.5 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 principal 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, subject to the Depositary's payment obligation pursuant to
the penultimate sentence of Section 1.4(a) hereof, 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, Phoenix, Arizona or Wilmington, Delaware. The Depositary
reserves the right, upon at least 14 days' prior written notice to America West,
the Escrow Agent and the Pass Through Trustee, to require seven days' notice for
any withdrawal.
(b) (i) The Escrow Agent may, subject to Section 1.02(d) of
the Escrow and Paying Agent Agreement, by providing at least 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 a Notice of Final Withdrawal has not been given
to the Depositary on or before October 5, 2001 and there are unwithdrawn
Deposits on such date, the Depositary shall pay the amount of the Final
Withdrawal to the Paying Agent on October 26, 2001.
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(ii) 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 Replacement Withdrawal"), withdraw 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.
(c) If the Depositary receives a duly completed Notice of
Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement
Withdrawal (each, a "Withdrawal Notice") complying with the provisions of this
Agreement, it shall make the payments specified therein in accordance with the
provisions of this Agreement.
If such complying Withdrawal Notice is received by the
Depositary no later than 3:00 p.m. on a Business Day, the Depositary shall make
the payments requested in such Withdrawal Notice no later than 11:00 a.m. on the
next succeeding Business Day or such later day specified in such Withdrawal
Notice, and if such complying Withdrawal Notice is received by the Depositary
after 3:00 p.m. on a Business Day, the Depositary shall make the payments
requested in such Withdrawal Notice no later than 11:00 a.m. on the second
Business Day next following such Business Day.
SECTION 1.6 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 1.3 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 October 26, 2001 and bear interest as provided in
Section 1.4. The Depositary shall promptly give notice to the Escrow Agent of
receipt of each such re-deposit and the account number assigned thereto.
SECTION 2. Termination. This Agreement shall terminate on the fifth
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 of such
funds 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. For the
avoidance of doubt, the obligations of the Depositary under the last two
sentences of Section 1.4(a) hereof shall remain in full force and effect
notwithstanding the execution and delivery of a replacement Deposit Agreement in
accordance with Section 4(a)(vii) of the Note Purchase Agreement.
SECTION 3. 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
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case of accrued interest on the Deposits payable under Section 1.4 hereof or any
Final Withdrawal, directly to the Paying Agent at Wilmington Trust Company,
Wilmington, Delaware, ABA# 000-000-000, for credit to the account of America
West 2000-1, Account No. 52092-1, Attention: Xxxxxxxx Xxxxxxx, Telephone No.
(000) 000-0000, Reference: America West 2000-1G, 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 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 (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 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 and (ii) pay the full amount deducted or withheld
(including in respect of such additional amounts) to the competent taxation
authority. 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, and no additional interest shall accrue in respect
of such extension.
SECTION 4. Representation and Warranties. The Depositary hereby
represents and warrants to America West, the Escrow Agent, the Pass Through
Trustee, the Initial Purchasers and the Paying Agent that:
(1) it is a national banking association duly organized and
existing under the laws of the United States;
(2) 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;
(3) 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 this Agreement
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;
(4) 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;
(5) neither the execution, delivery or performance by it of
this Agreement, nor compliance with the terms and provisions hereof, (A)
conflicts or will conflict with or results or
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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 (B) results or will result in a
material breach or material violation of any of the terms, conditions or
provisions of 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 material default thereunder or
results or will result in the imposition of any lien upon any of its properties;
and
(6) 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.
SECTION 5. 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 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.
Upon the occurrence of the Transfer (as defined below) contemplated by the
Assignment and Assumption Agreement (as defined below), the Pass Through Trustee
shall (without further act) be deemed to have transferred all of its right,
title and interest in and to this Agreement to the trustee of the Successor
Trust (as defined below) and, thereafter, the trustee of the Successor Trust
shall be deemed to be the "Pass Through Trustee" hereunder with the rights of
the "Pass Through Trustee" hereunder, and each reference herein to "America West
Airlines Pass Through Trust 2000-1G-O" shall be deemed to be a reference to
"America West Airlines Pass Through Trust 2000-1G-S". The Escrow Agent and the
Depositary hereby acknowledge and consent to the Transfer contemplated by the
Assignment and Assumption Agreement. For the purposes of this Section 6,
"Transfer" means the transfer contemplated by the Assignment and Assumption
Agreement; "Assignment and Assumption Agreement" means the Assignment and
Assumption Agreement to be entered into between the Pass Through Trustee and the
trustee of the Successor Trust, substantially in the form of Exhibit D to the
Pass Through Trust Agreement; and "Successor Trust" means the America West
Airlines Pass Through Trust 2000-1G-S.
SECTION 6. Amendment, Etc. This Agreement may not be amended, waived or
otherwise modified except by an instrument in writing signed by the parties
hereto.
SECTION 7. Notices.
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(a) Unless otherwise expressly provided herein, any notice, instruction
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
(or, if received after normal business hours, the next open of business on a
Business Day). All notices shall be sent to (x) in the case of the Depositary,
Citibank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxx 0, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Citibank Agency & Trust Services (Telecopier: (000) 000-0000) or (y)
in the case of the Escrow Agent, Wilmington Trust Company, 0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration
(Telecopier: (000) 000-0000), in each case, with a copy to the Pass Through
Trustee, Wilmington Trust Company, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000, Attention: Corporate Trust Administration (Telecopier: (302)
651-8882) and to America West, America West Airlines, Inc., 0000 Xxxx Xxx Xxxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, Attention: Senior Vice President-Legal
Affairs (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 an incumbency 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.
(b) The Depositary shall be fully protected and authorized in relying
upon any instruction, notice, certification, demand, consent, authorization,
receipt, power of attorney or other writing delivered to it by any party without
being required to make any investigation or inquiry thereof to determine the
authenticity or validity thereof or the correctness of any fact stated therein,
the propriety or validity of the service thereof, or the jurisdiction of the
court issuing any judgment or order. The Depositary may act in reliance upon any
signature believed by it to be genuine, and may assume that such person has been
properly authorized to do so. The Depositary shall not be deemed to have any
duty or notice unless and until it has been provided with written notice.
SECTION 8. 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.
Anything to the contrary notwithstanding, the Depositary may consult
with legal counsel of its selection in the event of any dispute, or question as
to the meaning or construction of any of the provisions hereof or its duties
hereunder, and it shall incur no liability and shall be fully authorized and
protected in acting in accordance with the opinion and instructions of such
counsel.
SECTION 9. Funds Transfers. In the event funds transfer instructions
are given (other than in writing at the time of execution of this Agreement),
whether in writing, by telecopier or otherwise, the Depositary is authorized to
seek confirmation of such instructions by telephone call back to the person or
persons designated, and the Depositary may rely upon the confirmations of anyone
purporting to be the person or persons so designated. To assure
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accuracy of the instructions its receives, the Depositary may record such
telephone call backs. If the Depositary is unable to confirm any instructions,
or if not satisfied with the confirmation it receives, it will not execute the
instruction until all issues have been resolved. The person and telephone
numbers for call backs may be changed only in writing actually received and
acknowledged by the Depositary. The Depositary shall receive notification of any
errors, delays or other problems within thirty (30) days after a transaction has
been executed.
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 law of the State of
New York.
SECTION 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.
SECTION 13. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.
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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.
WILMINGTON TRUST COMPANY,
as Escrow Agent
By: /s/ signature
---------------------------------------
Name:
Title:
CITIBANK, N.A., as Depositary
By: /s/ signature
---------------------------------------
Name:
Title:
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Schedule I
Schedule of Deposits
(Class G)
Tail Number Deposit Amount Account No.
----------- -------------- -----------
N815AW $ 22,476,999.81 103649
N816AW $ 22,558,700.19 103650
N817AW $ 22,590,999.81 103651
N818AW $ 22,590,999.81 103652
N819AW $ 22,623,300.00 103653
N820AW $ 22,718,300.19 103654
N821AW $ 22,718,300.19 103655
N822AW $ 22,718,300.19 103656
N662AW $ 25,754,499.81 103657
N663AW $ 26,147,600.00 103658
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EXHIBIT A
NOTICE OF PURCHASE WITHDRAWAL
Citibank, N.A.
000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxx 0
Xxx Xxxx, Xxx Xxxx 00000
Attention: Citibank Agency & Trust Services
(Telecopier: (000) 000-0000)
Gentlemen:
Reference is made to the Deposit Agreement (Class G) dated as of
__________, 2000 (the "Deposit Agreement") between Wilmington Trust Company, as
Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary").
In accordance with Section 1.5(a) 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
__________, 20__, upon the telephonic request of a representative of Wilmington
Trust Company, the Pass Through Trustee.
WILMINGTON TRUST COMPANY,
as Escrow Agent
By:_______________________________________
Name:
Title:
Dated: __________, 20__
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EXHIBIT B
NOTICE OF FINAL WITHDRAWAL
Citibank, N.A.
000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxx 0
Xxx Xxxx, Xxx Xxxx 00000
Attention: Citibank Agency & Trust Services
(Telecopier: (000) 000-0000)
Gentlemen:
Reference is made to the Deposit Agreement (Class G) dated as of
__________, 2000 (the "Deposit Agreement") between Wilmington Trust Company, as
Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary").
In accordance with Section 1.5(b) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all Deposits
for payment on __________, 20__.
The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits [and accrued interest thereon] to the Paying Agent at
__________________________, ABA# _____________, Account No. _____________,
Reference: America West 2000-1.
WILMINGTON TRUST COMPANY,
as Escrow Agent
By:_______________________________________
Name:
Title:
Dated: __________, 20__
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EXHIBIT C
NOTICE OF REPLACEMENT WITHDRAWAL
Citibank, N.A.
000 Xxxx Xxxxxx, 0xx Xxxxx, Xxxx 0
Xxx Xxxx, Xxx Xxxx 00000
Attention: Citibank Agency & Trust Services
(Telecopier: (000) 000-0000)
Gentlemen:
Reference is made to the Deposit Agreement (Class G) dated as of
__________, 2000 (the "Deposit Agreement") between Wilmington Trust Company, as
Escrow Agent, and Citibank, N.A., as Depositary (the "Depositary").
In accordance with Section 1.5(b)(ii) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all Deposits
for payment on __________, 20__.
The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits to [________________] at __________________________, ABA#
_____________, Account No. _____________, Reference: America West 2000-1 [and to
pay accrued interest thereon to the Paying Agent at ___________, ABA
#___________, Acct. No. ___________, Reference: America West ___ 2000-1](1).
[The undersigned further directs the Depositary to pay the accrued interest on
the Deposits to the Paying Agent on _______, __ (the next Interest Payment Date)
at ABA # ___________, Account No. __________, Reference: America West
2000-1.](2)
WILMINGTON TRUST COMPANY,
as Escrow Agent
By:_____________________________________
Name:
Title:
Dated: __________, 20__
___________
(1) 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 Paying Agent
Agreement).
(2) To be inserted only in the case of a Replacement Withdrawal scheduled for a
date which is not an Interest Payment Date (as defined in the Escrow and Paying
Agent Agreement).
