EX-4(G)(2)
EXHIBIT 4(G)(2)
CONFORMED COPY
DEPOSIT AGREEMENT
(Class C)
Dated as of June 28, 2000
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Escrow Agent,
and
ABN AMRO BANK N.V.,
as Depositary
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 . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 12 WAIVER OF JURY TRIAL RIGHT . . . . . . . . . . . . . . . . 9
ARTICLE 13 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . 9
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Schedule I Schedule of Deposits
Exhibit A Notice of Purchase Withdrawal
Exhibit B Notice of Final Withdrawal
Exhibit C Notice of Replacement Withdrawal
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DEPOSIT AGREEMENT (CLASS C)
This DEPOSIT AGREEMENT (Class C) 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. 2000-1C, 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 2000-1C pursuant to which the Northwest
Airlines Pass Through Trust, Series 2000-1C 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 C)]
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 Bank, New York, ABN NY ABA #00000000, Account: Chicago
Treasury, Reference: Northwest Airlines 2000-1 EETC, and the Depositary shall
[Deposit Agreement (Class C)]
accept from the Underwriters, on behalf of the Escrow Agent, the sum
of US$45,882,000.00. 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 9.179% 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,
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[Deposit Agreement (Class C)]
"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
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.
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[Deposit Agreement (Class C)]
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
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.
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[Deposit Agreement (Class C)]
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 (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
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[Deposit Agreement (Class C)]
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 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
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[Deposit Agreement (Class C)]
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 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.
[Deposit Agreement (Class C)]
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 60604-
1003, 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.
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.
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[Deposit Agreement (Class C)]
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.
* * *
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[Deposit Agreement (Class C)]
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:
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[Deposit Agreement (Class C)]
SCHEDULE I
SCHEDULE OF DEPOSITS
(Class C)
DATE TAIL NO. DEPOSIT AMOUNT ACCOUNT NO. MATURITY DATE
06/28/2000 N315NB $805,830 01257113 07/10/2000
06/28/2000 N544US $6,217,425 01257117 07/11/2000
06/28/2000 N545US $6,205,167 01257140 07/11/2000
06/28/2000 N546US $6,117,538 01257154 07/11/2000
06/28/2000 N547US $6,105,820 01257158 07/11/2000
06/28/2000 N548US $6,059,584 01257171 07/11/2000
06/28/2000 N549US $6,093,645 01257186 07/11/2000
06/28/2000 N316NB $784,310 01257192 07/17/2000
06/28/2000 N317NB $695,638 01257203 09/15/2000
06/28/2000 N318NB $695,638 01257217 09/15/2000
06/28/2000 N319NB $595,290 01257238 10/16/2000
06/28/2000 N320NB $496,643 01257251 12/15/2000
06/28/2000 N321NB $1,303,127 01257262 01/16/2001
06/28/2000 N322NB $974,529 01257273 02/15/2001
06/28/2000 N323NB $891,589 01257288 03/15/2001
06/28/2000 N324NB $891,589 01257306 03/15/2001
06/28/2000 N325NB $745,710 01257309 05/15/2001
06/28/2000 N326NB $202,929 01257317 05/15/2001
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[Deposit Agreement (Class C)]
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 C) 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: ___________, ______
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[Deposit Agreement (Class C)]
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 C) 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: ___________, ______
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[Deposit Agreement (Class C)]
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 C) 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: ___________, ______
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____________________
[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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