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Exhibit 4.11
This Trust Supplement No. 1996-1E, dated as of ___________, 1996 (herein
called the "Trust Supplement"), between America West Airlines, Inc., a Delaware
corporation (the "Company"), and Fleet National Bank (the "Trustee"), to the
Pass Through Trust Agreement, dated as of November __, 1996, between the
Company and the Trustee (the "Basic Agreement").
W I T N E S S E T H:
WHEREAS, the Basic Agreement, unlimited as to the aggregate principal
amount of Certificates (unless otherwise specified herein, capitalized terms
used herein without definition having the respective meanings specified
heretofore in the Basic Agreement) which may be issued thereunder, has
heretofore been executed and delivered:
WHEREAS, each Owner Trustee, acting on behalf of its respective Owner
Participant, will issue, on a non-recourse basis, Equipment Notes, among other
things, to refinance the outstanding debt portion of the purchase price of the
aircraft and spare engines purchased by such Owner Trustee and leased to the
Company pursuant to the related Lease;
WHEREAS, pursuant to the terms and conditions of the Basic Agreement as
supplemented by this Trust Supplement (the "Agreement"), the Trustee shall
purchase such Equipment Notes issued by each Owner Trustee having the same
interest rate as, and final maturity dates not later than the final Regular
Distribution Date of, the Certificates issued hereunder and shall hold such
Equipment Notes in trust for the benefit of the Certificateholders;
WHEREAS, the Trustee hereby declares the creation of the America West
Airlines Pass Through Trust, Series 1996-1E (the "1996-1E Trust") for the
benefit of the Certificateholders, and the initial Certificateholders as the
grantors of the 1996-1E Trust, by their respective acceptances of the
Certificates, join in the creation of this 1996-1E Trust with the Trustee;
WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed,
have been done, performed and fulfilled, and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all
respects duly authorized;
WHEREAS, this Trust Supplement is subject to the provisions of the Trust
Indenture Act of 1939, as amended, and shall, to the extent applicable, be
governed by such provisions;
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NOW THEREFORE, in consideration of the premises herein, it is agreed among
the Company and the Trustee as follows:
ARTICLE I
THE CERTIFICATES
Section 1.01. The Certificates. There is hereby created a series of
Certificates to be issued under the Agreement to be distinguished and known as
"America West Airlines Pass Through Certificates, Series 1996-1E" (hereinafter
defined as the "Series 1996-1E Certificates"). Each Series 1996-1E Certificate
represents a Fractional Undivided Interest in the 1996-1E Trust created hereby.
The terms and conditions applicable to the Series 1996-1E Certificate are
as follows:
(a) The aggregate principal amount of the Series 1996-1E
Certificates that shall be authenticated under the Agreement (except for
Series 1996-1E Certificates authenticated and delivered pursuant to
Sections 3.03, 3.04 and 3.05 of the Basic Agreement) upon their initial
issuance is $[ ].
(b) The Regular Distribution Dates with respect to any payment of
Scheduled Payments means each _________ and ______ commencing _________,
1997, until payment of all of the Scheduled Payments to be made under the
Equipment Notes has been made.
(c) The Final Legal Distribution Date is __________ __, _____.
(d) The Special Distribution Date with respect to a Special Payment
shall be the date specified as such in the notice the Trustee must give
with respect to such Special Payment pursuant to Section 4.02(c) of the
Basic Agreement.
(e) (i) The Series 1996-1E Certificates shall be substantially in
the form attached hereto as Exhibit A. Each purchaser of Series 1996-1E
Certificates will be deemed to represent that either (A) the assets of an
employee benefit plan subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or of a plan subject
to Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code"), have not been used to purchase Series 1996-1E Certificates or
(B) the purchase and holding of Series 1996-1E Certificates is exempt
from the prohibited transaction restrictions of ERISA and the Code
pursuant to Prohibited Transaction Class Exemption 95-60 (promulgated
under ERISA and the Code).
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E TRUST SUPP
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(ii) The Series 1996-1E Certificates shall be Book-Entry Certificates.
(f) The Scheduled Payments of principal shall be as set forth in
Exhibit B.
(g) A portion of the proceeds of the Series 1996-1E Certificates
shall be used to purchase the Series E Equipment Notes in the principal
amount specified below:
Equipment Note Principal Amount Maturity
-------------- ---------------- --------
091-E __________, 20__
092-E __________, 20__
098-E __________, 20__
099-E __________, 20__
V0025-E __________, 20__
V0049-E __________, 20__
V0019-E __________, 20__
(h) Each Owner Trustee, acting on behalf of its respective Owner
Participant, will issue on a non-recourse basis, the Equipment Notes, the
proceeds of which shall be used, among other things, to refinance the
outstanding debt portion of the purchase price to such Owner Trustee of
the following Equipment:
Manufacturer's
Equipment Serial Number
--------------- ----------------
Airbus A320-231 091
Airbus A320-231 092
Airbus A320-231 098
Airbus A320-231 099
IAE V2500 V0025
IAE V2500 V0049
IAE V2500 V0019
(i) The related Note Documents are listed on Exhibit C.
(j) (i) The Trustee and the Other Trustees are parties to the
Intercreditor Agreement which sets forth certain terms of subordination
and other matters. The Series 1996-1E are junior in right of payment to
the America West Airlines Pass Through Certificates, Series 1996-1A, the
America West Airlines Pass Through Certificates, Series 0000-0X, xxx
Xxxxxxx Xxxx Xxxx Through Certificates, Series 1996-1C and the America
West Airlines Pass Through Certificates, Series 1996-1D.
(ii) The holders of Series 1996-1E Certificates may purchase
America West Airlines Pass Through Certificates, Series 0000-0X, Xxxxxxx
Xxxx Xxxxxxxx Xxxx Through Certificates, Series 0000-0X, Xxxxxxx Xxxx
Xxxx Through Certificates, Series 1996-1C and the America West Airlines
Pass Through Certificates, Series 1996-1D. as
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provided in Article III hereof and as further set forth in Section 6.01(b)
of the Basic Agreement.
(k) Notice of the termination of the Series 1996-1E Trust shall be
mailed promptly by the Trustee to Certificateholders not earlier than the
60th day and not later than the 20th day next preceding such final
distribution.
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. For all purposes of the Basic Agreement as
supplemented by this Trust Supplement, the following capitalized term has the
following meaning:
Intercreditor Agreement: Means the Intercreditor Agreement dated as of
the date hereof among the Trustee, the Other Trustees, the Liquidity Providers
named therein and Fleet National Bank, as Subordination Agent.
Other Agreements: Means (i) the Basic Agreement as supplemented by Trust
Supplement No. 1996-1A dated the date hereof relating to America West Airlines
1996-1A Pass Through Trust, (ii) the Basic Agreement as supplemented by Trust
Supplement No. 1996-1B dated the date hereof relating to America West Airlines
1996-1B Pass Through Trust, (iii) the Basic Agreement as supplemented by Trust
Supplement No.1996-1C dated the date hereof relating to America West Airlines
1996-1C Pass Through Trust and (iv) the Basic Agreement as supplemented by
Trust Supplement No. 1996-1D dated the date hereof relating to America West
Airlines 1996-1D Pass Through Trust.
Other Trustees: Means the trustee under the Other Agreements, and any
successor or other trustee appointed as provided therein.
Plan Transferee: Means any Plan or other entity that is using the assets
of any Plan to purchase or hold its interest in a Series 1996-1E Certificate.
For purposes of this definition, a "Plan" means any employee benefit plan
subject to ERISA as well as any plan that is not subject to ERISA but which is
subject to Section 4975 of the Internal Revenue Code of 1986, as amended.
Special Payment: Means any payment (other than a Scheduled Payment) in
respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate
(as defined in each Indenture), including Overdue Scheduled Payments (as
defined in the Intercreditor Agreement), payments in respect of the redemption
or repurchase of any Equipment Note and payments in respect of the sale, of any
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Equipment Note to the related Owner Trustee, Owner Participant or any other
Person.
Trust Property: Means (i) the Equipment Notes held as the property of the
Trust and all monies at any time paid thereon and all monies due and to become
due thereunder, (ii) funds from time to time deposited in the Certificate
Account and the Special Payments Account, and (iii) all rights of the Trust and
the Trustee, on behalf of the Trust, under the Intercreditor Agreement,
including, without limitation, all rights to receive certain payments
thereunder, and all monies paid to the Trustee on behalf of the Trust pursuant
to the Intercreditor Agreement.
Underwriter: Means Xxxxxx Xxxxxxx & Co. Incorporated, Citicorp Securities,
Inc., Xxxxxx Brothers Inc. and Salomon Brothers Inc.
ARTICLE III
PURCHASE RIGHTS OF CERTIFICATEHOLDERS
Section 3.01. (i) At any time after the occurrence and during the
continuation of a Triggering Event, each Certificateholder shall have the right
(which shall not expire upon any purchase of the Class A Certificates pursuant
to the Class B Trust Agreement, the purchase of the Class A Certificates and
the Class B Certificates pursuant to the Class C Trust Agreement or the
purchase of the Class A Certificates, the Class B Certificates and the Class C
Certificates pursuant to the Class D Trust Agreement) to purchase all, but not
less than all, of the Class A Certificates, the Class B Certificates, the Class
C Certificates and the Class D Certificates upon ten days' written notice to
the Class A Trustee, the Class B Trustee, the Class C Trustee, the Class D
Trustee and each other Certificateholder, provided that (A) if prior to the end
of such ten day period any other Certificateholder notifies such purchasing
Certificateholder that such other Certificateholder wants to participate in
such purchase, then such other Certificateholder may join with the purchasing
Certificateholder to purchase all, but not less than all, of the Class A
Certificates, the Class B Certificates, the Class C Certificates and the Class
D Certificates pro rata based on the outstanding principal amount of the
Certificates held by each such Certificateholder and (B) if prior to the end of
such ten-day period any other Certificateholder fails to notify the purchasing
Certificateholder of such other Certificateholder's desire to participate in
such a purchase, then such other Certificateholder shall lose its right to
purchase the Class A Certificates, the Class B Certificates, the Class C
Certificates and the Class D
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Certificates pursuant to this Section and Section 6.01(b) of the Basic
Agreement.
As used in this Article III, the terms "Certificateholder", "Class", "Class
A Certificate", "Class A Trustee", "Class B Certificate", "Class B Trust
Agreement", "Class B Trustee", "Class C Certificate", "Class C Trust Agreement",
"Class C Trustee", "Class D Certificate", "Class D Trust Agreement" and "Class D
Trustee" shall have the respective meanings assigned to such terms in the
Intercreditor Agreement.
ARTICLE IV
THE TRUSTEE
Section 4.01. The Trustee. The Trustee is hereby directed to execute and
deliver the Intercreditor Agreement on or prior to the Issuance Date in the
form delivered to the Trustee by the Company. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Trust Supplement or the due execution hereof by the
Company, or for or in respect of the recitals and statements contained herein,
all of which recitals and statements are made solely by the Company.
Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed by the Trustee by
reason of this Trust Supplement other than as set forth in the Basic Agreement,
and this Trust Supplement is executed and accepted on behalf of the Trustee,
subject to all the terms and conditions set forth in the Basic Agreement, upon
the effectiveness thereof, as fully to all intents as if the same were herein
set forth at length.
The Trustee represents and warrants that the Intercreditor Agreement will
be duly executed and delivered by one of its officers who is duly authorized to
execute and deliver such document on its behalf.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Basic Agreement Ratified. Except and so far as herein
expressly provided, all of the provisions, terms and conditions of the Basic
Agreement are in all respects ratified and confirmed; and the Basic Agreement
and this Trust Supplement shall be taken, read and construed as one and the
same instrument.
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Section 5.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE SERIES
1996-1E CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.
Section 5.03. Execution in Counterparts. This Trust Supplement may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement to be duly executed by their respective officers thereto duly
authorized, as of the day and year first written above.
AMERICA WEST AIRLINES, INC.
By:___________________
Name:_________________
Title:________________
FLEET NATIONAL BANK,
as Trustee
By:___________________
Name:_________________
Title:________________
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EXHIBIT A
FORM OF CERTIFICATE
[Include on each Certificate that is a Global Certificate: UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]1
BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) IT IS NOT A PLAN
TRANSFEREE (AS DEFINED IN THE TRUST AGREEMENT) OR (B) IT IS AN INSURANCE
COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT TO ACQUIRE THIS CERTIFICATE,
AND THE CONDITIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ISSUED BY
THE U.S. DEPARTMENT OF LABOR HAVE BEEN AND WILL CONTINUE TO BE SATISFIED IN
CONNECTION WITH ITS PURCHASE AND HOLDING OF THIS CERTIFICATE. THE TRUST
AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY
TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.
AMERICA WEST AIRLINES PASS THROUGH TRUST 1996-1E
Pass Through
Certificate, Series 1996-1E
Issuance Date: _________ __, 1996
Final Distribution Date: __________ __, 200_
Evidencing A Fractional Undivided Interest In the 1996-1E Trust, The
Property Of Which Includes Certain Equipment Notes Each Secured By An
Aircraft or Spare Engine Leased To America West Airlines, Inc.
Certificate No.___ $_____________ Fractional Undivided Interest
representing 0._ % of the Trust per $1,000 of
Reference Principal Amount
THIS CERTIFIES THAT _________________________, for value received, is the
registered owner of a Fractional Undivided Interest in the amount of $
____________________(the "Reference Principal Amount") in the America West
Airlines 1996-1E Pass Through Trust 1996-1E (the "Trust") created by Fleet
National Bank, as trustee (the "Trustee"), pursuant to a Pass Through Trust
Agreement, dated as of November __, 1996 (the "Basic Agreement"), between the
Trustee and America West Airlines, Inc.,
a Delaware corporation (the "Company"), as supplemented by Trust
__________
1 Not necessarily applicable in respect of one Certificate in definitive
form.
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Supplement No. 1996-1E thereto, dated as of November __, 1996 (collectively, the
"Agreement"), between the Trustee and the Company, a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "America West Airlines Pass Through Certificates,
Series 1996-1E" (herein called the "Certificates"). This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement
and the Intercreditor Agreement, to which agreements the Certificateholder of
this Certificate by virtue of the acceptance hereof assents and by which such
Certificateholder is bound. The property of the Trust includes certain Equipment
Notes and all rights of the Trust to receive payments under the Intercreditor
Agreement (the "Trust Property"). Each issue of the Equipment Notes is secured
by a security interest in the Equipment leased to the Company.
Each of the Certificates represents a Fractional Undivided Interest in the
Trust and the Trust Property and has no rights, benefits or interest in respect
of any other separate trust established pursuant to the terms of the Basic
Agreement for any other series of certificates issued pursuant thereto. The
undivided percentage interest in the Trust represented by each of this
Certificate (as specified above) and the other America West Airlines Pass
Through Certificates, Series 1996-1E, was determined on the basis of (x) the
aggregate of the Reference Principal Amount of this Certificate (as specified
above) and of the other America West Airlines Pass Through Certificates, Series
1996-1E and (y) the aggregate original principal amounts of the Equipment Notes
constituting the Trust Property.
Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will
be distributed on each _________ and ______ (a "Regular Distribution Date")
commencing _________, 1997 to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular Distribution Date, the receipt of which has
been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement, in the event that Special Payments on the Equipment Notes are
received by the Trustee, from funds then available to the Trustee, there shall
be distributed on the applicable Special Distribution Date, to the Person in
whose name this Certificate is registered at the close of business on the 15th
day preceding the Special Distribution Date, an amount in respect of such
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Special Payments on the Equipment Notes, the receipt of which has been
confirmed by the Trustee, equal to the product of the percentage interest in
the Trust evidenced by this Certificate and an amount equal to the sum of such
Special Payments so received. If a Regular Distribution Date or Special
Distribution Date is not a Business Day, distribution shall be made on the
immediately following Business Day with the same force and effect as if made on
such Regular Distribution Date or Special Distribution Date and no interest
shall accrue during the intervening period. The Trustee shall mail notice of
each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.
Distributions on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto, without the presentation or surrender of
this Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after notice mailed by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Trustee specified in such notice.
The Certificates do not represent an obligation of, or an obligation
guaranteed by, or an interest in, the Company or the Trustee or any affiliate
thereof. The Certificates are limited in right or payment, all as more
specifically set forth herein and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the entire Agreement and reference is
made to the Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby. A copy of the
Agreement may be examined during normal business hours at the principal office
of the Trustee, and at such other places, if any, designated by the Trustee, by
any Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any
time by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests
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aggregating not less than a majority in interest in the Trust.
Any such consent by the Certificateholder of this Certificate shall be
conclusive and binding on such Certificateholder and upon all future
Certificateholders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Certificateholders of any of the Certificates.
As provided in the Agreement and subject to certain limitations set forth,
the transfer of this Certificate is registrable in the Register upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee in its capacity as Registrar, or by any successor
Registrar, duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Registrar, duly executed by the
Certificateholder hereof or such Certificateholder's attorney duly authorized
in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in
the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations of $1,000 Fractional Undivided Interests and integral
multiples thereof, provided, that one Certificate may be in a different
denomination. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Trust, as requested by the Certificateholder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.
The Trustee, the Registrar, and any agent of the Trustee or the Registrar
may treat the person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Registrar, nor any such
agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant
to the Agreement and the disposition of all property held as part of the Trust
Property.
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THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS OF THE STATE OF NEW
YORK.
Unless the certificate of authentication hereon has been executed by the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
AMERICA WEST AIRLINES PASS
THROUGH TRUST 1996-1E
By: FLEET NATIONAL BANK,
as Trustee
By:___________________
Name:_________________
Title:________________
Dated: _______________
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[FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Certificates referred to in the within-mentioned Agreement.
FLEET NATIONAL BANK,
as Trustee
By:___________________
Name:_________________
Title:________________
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EXHIBIT B
REGULAR DISTRIBUTION DATES
AND
SCHEDULED PAYMENTS
Regular Distribution Date Scheduled Payment
------------------------- -----------------
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EXHIBIT C
Related Note Documents
Series 1996-1E Trust Supplement
