Exhibit 4(a)(v)
DEPOSIT AGREEMENT
(Class B)
Dated as of August 31, 1999
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION
as Escrow Agent
and
ABN AMRO BANK N.V.,
Chicago Branch
as Depositary
TABLE OF CONTENTS
Page
ARTICLE I FORMATION OF DEPOSITS...............................................2
Section 1.1 Acceptance of Depositary......................................2
Section 1.2 Establishment of Accounts.....................................2
ARTICLE II MAINTENANCE OF DEPOSITS............................................2
Section 2.1 Deposits......................................................2
Section 2.2 Interest......................................................2
Section 2.3 Withdrawals...................................................3
Section 2.4 Other Accounts................................................3
ARTICLE III TERMINATION.......................................................4
ARTICLE IV PAYMENTS...........................................................4
ARTICLE V REPRESENTATIONS AND WARRANTIES......................................5
ARTICLE VI TRANSFER...........................................................6
ARTICLE VII AMENDMENT.........................................................6
ARTICLE VIII NOTICES..........................................................6
ARTICLE IX OBLIGATIONS UNCONDITIONAL..........................................7
ARTICLE X ENTIRE AGREEMENT....................................................7
ARTICLE XI GOVERNING LAW......................................................7
ARTICLE XII SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL RIGHT........... 7
ARTICLE XIII COUNTERPARTS.....................................................8
ARTICLE XIV HEAD OFFICE OBLIGATION............................................8
Schedule I Schedule of Deposits
Exhibit A Notice of Purchase Withdrawal
Exhibit B Notice of Final Withdrawal
This DEPOSIT AGREEMENT (Class B) dated as of August 31,
1999 (as amended, modified or supplemented from time to time, this
"Agreement") between First Security Bank, National Association, a national
banking association, as Escrow Agent under the Escrow and Paying Agent
Agreement referred to below (in such capacity, together with its successors
in such capacity, the "Escrow Agent"), and ABN AMRO BANK N.V., a banking
institution organized under the laws of The Netherlands, acting through its
Chicago branch, as depositary bank (the "Depositary").
W I T N E S S E T H
WHEREAS, US Airways, Inc. ("US Airways") 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,
dated August 31, 1999, to the Pass Through Trust Agreement dated as of July
30, 1999 (together, as amended, modified or supplemented from time to time
in accordance with the terms thereof, the "Pass Through Trust Agreement")
relating to US Airways Pass Through Trust 1999-1B pursuant to which the US
Airways Pass Through Trust, Series 1999-1A Certificates referred to therein
(the "Certificates") are being issued;
WHEREAS, US Airways and Credit Suisse First Boston
Corporation, Xxxxxxx, Xxxxx & Co., Xxxxxxxxx, Lufkin & Xxxxxxxx Securities
Corporation, Xxxxxxx Xxxxx Barney Inc. and Deutsche Bank Securities Inc.
(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 August
24, 1999 pursuant to which the Pass Through Trustee will issue and sell the
Certificates to the Underwriters;
WHEREAS, US Airways, 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 US Airways, 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 of Connecticut,
National Association, 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 Underwriters and the Pass Through Trustee
intend that the Net Proceeds be held in escrow by the Escrow Agent on
behalf of the Investors pursuant to the Escrow 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 I
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 II
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 official check or
checks or wire or other transfer to: Federal Reserve Bank, New York, ABN
NY, Reference: US Xxxxxxx 0000-0, XXX# 000000000, Account: Chicago
Treasury, Reference: US Airways Deposit and the Depositary shall accept
from the Underwriters, on behalf of the Escrow Agent, the sum of
US$83,384,000. Upon acceptance of such sum, the Depositary shall (i)
establish each of the deposits specified in Schedule I hereto maturing on
the respective dates set forth therein (including any deposit made pursuant
to Section 2.4 hereof, individually, a "Deposit" and, collectively, the
"Deposits") and (ii) credit each Deposit to the related Account as set
forth therein. No amount shall be deposited in any Account other than the
related Deposit.
Section 2.2 Interest. Each Deposit shall bear interest
from and including the date of deposit to but excluding the date of
withdrawal at the rate of 9.01% 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 20 and July 20,
commencing on January 20, 2000 (each, an "Interest Payment Date"), and 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 (as defined below).
Section 2.3 Withdrawals. (a) On and after the date seven
(7) days after the establishment of any Deposit, the Escrow Agent may, by
providing at least one (1) Business Day's prior notice of withdrawal to the
Depositary in the form of Exhibit A hereto (a "Notice of Purchase
Withdrawal"), withdraw not less than the entire balance of such Deposit,
except that at any time prior to the actual withdrawal of such Deposit, the
Escrow Agent or the Pass Through Trustee may, by notice to the Depositary,
cancel such withdrawal (including on the scheduled date therefor), and
thereafter such Deposit shall continue to be maintained by the Depositary
in accordance with the original terms thereof. Following such withdrawal
the balance in the related Account shall be zero and the Depositary shall
close such Account. As used herein, "Business Day" means any day, other
than a Saturday, Sunday or other day on which commercial banks are
authorized or required by law to close in New York, New York, Chicago,
Illinois, Pittsburgh, Pennsylvania, Hartford, Connecticut or Salt Lake
City, Utah.
(b) 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 a Notice
of Final Withdrawal has not been given to the Depositary on or before July
21, 2000 and there are unwithdrawn Deposits on such date, the Depositary
shall pay the amount of the Final Withdrawal to the Paying Agent on August
7, 2000.
(c) If the Depositary receives a duly completed Notice of
Purchase Withdrawal or Notice of Final Withdrawal complying with the
provisions of this Agreement, it shall make the payments specified therein
in accordance with the provisions of this Agreement.
Section 2.4 Other Accounts. On the date of withdrawal of
any Deposit, the Escrow Agent, or the Pass Through Trustee on behalf of the
Escrow Agent, shall be entitled to re-deposit with the Depositary any
portion thereof and the Depositary shall accept the same for deposit
hereunder. Any sums so received for deposit shall be established as a new
Deposit and credited to a new Account, all as more fully provided in
Section 2.1 hereof, and thereafter the provisions of this Agreement shall
apply thereto as fully and with the same force and effect as if such
Deposit had been established on the Deposit Date except that (i) such
Deposit may not be withdrawn prior to the date seven days after the
establishment thereof and (ii) such Deposit shall mature on August 7, 2000
and bear interest as provided in Section 2.2. The Depositary shall promptly
give notice to the Escrow Agent of receipt of each such re-deposit and the
account number assigned thereto.
ARTICLE III
TERMINATION
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.
ARTICLE IV
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 at State Street Bank and Trust
Company of Connecticut, National Association, c/o State Street Bank and
Trust Company, 0 Xxxxxxxxxxxxx Xxxxx, 0xx Xxxxx, Xxxxxx, XX 00000, ABA#
000-0000-00, Account # 9903-9901, Attention: Xxxxxx Xxxxxxx, Reference: US
Airways 1999-1B 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, directly to or as directed by the Pass
Through Trustee as specified and in the manner provided in such Notice of
Purchase Withdrawal. The Depositary hereby waives any and all rights of
set-off, combination of accounts, right of retention or similar right
(whether arising under applicable law, contract or otherwise) it may have
against the Deposits howsoever arising. All payments on or in respect of
each Deposit shall be made free and clear of and without reduction for or
on account of any and all taxes, levies or other impositions or charges
(collectively, "Taxes"). However, if the Depositary or the Paying
Agent (pursuant to Section 2.4 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 V
REPRESENTATIONS AND WARRANTIES
The Depositary hereby represents and warrants to US
Airways, the Escrow Agent, the Pass Through Trustee and the Paying Agent
that:
(1) 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 through
its Chicago branch;
(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 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;
(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,
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; 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.
ARTICLE VI
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 VII
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 VIII
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, Xxxxxxx, Xxxxxxxx 00000,
Attention: Vice President-Aerospace (Telecopier: (000) 000-0000, with a
copy to ABN AMRO BANK N.V., Chicago Branch 000 X. Xxxxxxx Xxxxxx, Xxxxxxx
Xxxxxxxx 00000 Attention: Money Market Desk (Telecopier: (000) 000-0000) or
(y) in the case of the Escrow Agent, First Security Bank, National
Association, 00 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, XX 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 Xxxxxx,
Xxxxxxxx, XX 00000, Attention: Corporate/Muni. Department (Telecopier:
(000) 000-0000) and to US Airways, US Airways, Inc., 0000 Xxxxxxx Xxxxx,
Xxxxxxxxx, XX 00000, 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 IX
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 X
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 XI
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 XII
SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL RIGHT
SECTION 12.1 Submission to Jurisdiction. Each of the
Depositary and the Escrow Agent hereby irrevocably and unconditionally:
(a) submits for itself and its property in any legal
action or proceeding relating to this Agreement, or
for recognition and enforcement of any judgment in
respect hereof, to the nonexclusive general
jurisdiction of the courts of the State of New York,
the courts of the United States of America for the
Southern District of New York, and the appellate
courts from any thereof;
(b) consents that any such action or proceeding may be
brought in such courts, and waives any objection that
it may now or hereafter have to the venue of any such
action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof
by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to each party
hereto at its address set forth in Article VIII
hereof, or at such other address of which shall have
been notified pursuant thereto; and
(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner
permitted by law or shall limit the right to xxx in
any other jurisdiction.
SECTION 12.2 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 XIII
COUNTERPARTS
This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one instrument.
ARTICLE XIV
HEAD OFFICE OBLIGATION
ABN AMRO Bank N.V. hereby agrees that the obligations of
the Depositary hereunder are also the obligations of ABN AMRO Bank N.V.'s
Head Office in The Netherlands. Accordingly, any beneficiary of this
Agreement will be able to proceed directly against ABN AMRO Bank N.V.'s
Head Office in The Netherlands if ABN AMRO Bank N.V.'s Chicago branch
defaults in its obligation to such beneficiary under this Agreement.
IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this
Deposit Agreement to be duly executed as of the day and year first above
written.
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, as Escrow Agent
By /s/ Xxxxx X. Xxxx
_______________________
Name: Xxxxx X. Xxxx
Title: Vice President
ABN AMRO Bank, N.V.,
Chicago Branch, as Depositary
By /s/ Xxxxxxx X. Xxxxxxxx
__________________________
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
By /s/ Xxxxx X. Xxxxxxxx
__________________________
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
Schedule I
SCHEDULE OF DEPOSITS
---------------------------------
(Class B)
DATE TAIL NO. DEPOSIT ACCOUNT NO. MATURITY DATE
AMOUNT
8/31/99 N717UW $2,669,915.00 573320 August 7, 2000
8/31/99 N718UW $2,360,746.00 573339 August 7, 2000
8/31/99 N107US $2,479,994.00 573362 August 7, 2000
8/31/99 N108UW $2,479,994.00 573388 August 7, 2000
8/31/99 N719US $2,370,261.00 573452 August 7, 2000
8/31/99 N720US $2,370,261.00 573485 August 7, 2000
8/31/99 N109UW $2,484,412.00 573416 August 7, 2000
8/31/99 N721UW $2,545,861.00 573518 August 7, 2000
8/31/99 N722US $2,545,861.00 573531 August 7, 2000
8/31/99 N723UW $2,237,783.00 573546 August 7, 2000
8/31/99 N724UW $2,570,858.00 573561 August 7, 2000
8/31/99 N725UW $2,570,858.00 573570 August 7, 2000
8/31/99 N110UW $2,420,121.00 573594 August 7, 2000
8/31/99 N111US $2,420,121.00 573616 August 7, 2000
8/31/99 N726US $2,434,532.00 573624 August 7, 2000
8/31/99 N727UW $2,154,151.00 573636 August 7, 2000
8/31/99 N728UW $2,618,570.00 573639 August 7, 2000
8/31/99 N729US $2,649,792.00 573644 August 7, 2000
8/31/99 N670UW $19,322,457.00 573663 August 7, 2000
8/31/99 N671UW $19,677,452.00 573687 August 7, 2000
EXHIBIT A
NOTICE OF PURCHASE WITHDRAWAL
ABN AMRO BANK N.V.
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Lukas van der Hoef
Telecopier: (000) 000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class B)
dated as of August 31, 1999 (the "Deposit Agreement") between First
Security Bank, National Association, as Escrow Agent, and ABN AMRO Bank
N.V., Chicago Branch, as Depositary (the "Depositary").
In accordance with Section 2.3(a) of the Deposit
Agreement, the undersigned hereby requests the withdrawal of the entire
amount of the Deposit, $__________, Account No.
----------.
The undersigned hereby directs 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: ___________, ____
EXHIBIT B
NOTICE OF FINAL WITHDRAWAL
ABN AMRO BANK N.V.
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Lukas van der Hoef
Telecopier: (000) 000-0000
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class B)
dated as of August 31, 1999 (the "Deposit Agreement") between First
Security Bank, National Association, as Escrow Agent, and ABN AMRO Bank
N.V., Chicago Branch, as Depositary (the "Depositary").
In accordance with Section 2.3(b) of the Deposit
Agreement, the undersigned hereby requests the withdrawal of the entire
amount of all Deposits.
The undersigned hereby directs the Depositary to pay the
proceeds of the Deposits and accrued interest thereon to the Paying Agent
at ________________________, ABA# ___________, Account ___________,
Attention: ______________, Reference: US Airways
1999-1B EETC.
FIRST SECURITY BANK, NATIONAL
ASSOCIATION,
as Escrow Agent
By_____________________________
Name:
Title:
Dated: __________, ____
