Exhibit 4(a)(iv)
DEPOSIT AGREEMENT
(Class A)
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 A) 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 1999-1A 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$384,884,000. 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 8.36% 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-
1A 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 A)
DATE TAIL NO. DEPOSIT AMOUNT ACCOUNT NO. MATURITY DATE
8/31/99 N717UW $15,843,630.00 573312 August 7, 2000
8/31/99 N718UW $15,939,308.00 573333 August 7, 2000
8/31/99 N107US $18,702,123.00 573348 August 7, 2000
8/31/99 N108UW $18,702,123.00 573381 August 7, 2000
8/31/99 N719US $15,862,662.00 573440 August 7, 2000
8/31/99 N720US $15,862,662.00 573480 August 7, 2000
8/31/99 N109UW $18,603,314.00 573406 August 7, 2000
8/31/99 N721UW $15,788,922.00 573506 August 7, 2000
8/31/99 N722US $15,788,922.00 573529 August 7, 2000
8/31/99 N723UW $15,924,216.00 573540 August 7, 2000
8/31/99 N724UW $15,972,032.00 573557 August 7, 2000
8/31/99 N725UW $15,972,032.00 573568 August 7, 2000
8/31/99 N110UW $18,929,870.00 573587 August 7, 2000
8/31/99 N111US $18,929,870.00 573606 August 7, 2000
8/31/99 N726US $15,848,794.00 573621 August 7, 2000
8/31/99 N727UW $15,997,257.00 573635 August 7, 2000
8/31/99 N728UW $16,113,107.00 573638 August 7, 2000
8/31/99 N729US $16,019,005.00 573641 August 7, 2000
8/31/99 N670UW $42,060,285.00 573655 August 7, 2000
8/31/99 N671UW $42,023,866.00 573677 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 A) 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 A) 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 1999-1A EETC.
FIRST SECURITY BANK, NATIONAL
ASSOCIATION,
as Escrow Agent
By _____________________________
Name:
Title:
Dated: __________, ____
