EXECUTION
DEPOSIT AGREEMENT(Class G)
Dated as of March 3, 2000
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Escrow Agent
and
ABN AMRO BANK N.V.,
acting through its 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 Account............................. 2
-
ARTICLE II 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 III TERMINATION................................................. 4
ARTICLE IV PAYMENTS..................................................... 5
ARTICLE V REPRESENTATIONS AND WARRANTIES................................ 6
ARTICLE VI TRANSFER .................................................... 7
ARTICLE VII AMENDMENT................................................... 7
ARTICLE VIII NOTICES.................................................... 7
ARTICLE IX OBLIGATIONS UNCONDITIONAL ................................... 7
ARTICLE X ENTIRE AGREEMENT ............................................ 8
ARTICLE XI GOVERNING LAW .............................................. 8
ARTICLE XII SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL RIGHT...... 8
ARTICLE XIII COUNTERPARTS ............................................ 9
ARTICLE XIV HEAD OFFICE OBLIGATION .................................... 9
Schedule I Schedule of Deposits
Exhibit A Notice of Purchase Withdrawal
Exhibit B Notice of Final Withdrawal
This DEPOSIT AGREEMENT (Class G) dated as of March 3, 2000 (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 as of March 3, 2000 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 2000- 1G pursuant to
which the US Airways Pass Through Trust, Series 2000-1G Certificates
referred to therein (the "Certificates") are being issued;
WHEREAS, US Airways and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., ▇▇▇▇▇
Securities Inc., Credit Lyonnais Securities (USA) Inc. and Credit Suisse
First Boston Corporation (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 February 25, 2000 pursuant to which the Pass Through Trustee
will issue and sell the Certificates to the Underwriters;
WHEREAS, US Airways, the Pass Through Trustee 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 Airways
2000-1, ABA#▇▇▇▇▇▇▇▇▇, 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$281,678,000. Upon acceptance of such sum,
the Depositary shall (i) establish each of the deposits specified in
Schedule I hereto maturing on June 25, 2001 (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 8.11% 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 February 20 and August 20, commencing on August 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).
In addition, interest accrued on any Deposit that is withdrawn pursuant to
a Notice of Replacement Withdrawal (as defined below) but not paid on the
date of the Replacement Withdrawal shall be paid on the next Interest
Payment Date.
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
substantially 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.
The Depositary reserves the right, upon at least 14 days' prior
written notice to US Airways, the Escrow Agent and the Pass Through
Trustee, to require seven days' notice for any withdrawal.
(b) (i) The Escrow Agent may, by providing at least fifteen
(15) days' prior notice of withdrawal to the Depositary substantially 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
February 8, 2001 (or June 8, 2001 if all the Equipment Notes under the Note
Purchase Agreement have not been purchased by February 7, 2001 on account
of manufacturing delays that occur for reasons beyond the control of US
Airways and that are not occasioned by US Airways' fault or negligence) and
there are unwithdrawn Deposits on such date, the Depositary shall pay the
amount of the Final Withdrawal to the Paying Agent on February 23, 2001 (or
June 25, 2001 if all the Equipment Notes under the Note Purchase Agreement
have not been purchased by February 7, 2001 on account of manufacturing
delays that occur for reasons beyond the control of US Airways and that are
not occasioned by US Airways' fault or negligence).
(ii) The Escrow Agent may, by providing at least 15 days' prior
notice of withdrawal to the Depositary in the form of Exhibit C hereto (a
"Notice of Replacement Withdrawal"), 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.
(c) If the Depositary receives a duly completed Notice of
Purchase Withdrawal or Notice of Final Withdrawal or Notice of Replacement
Withdrawal (each a "Withdrawal Notice") complying on its face with the
provisions of this Agreement, it shall make the payments specified therein
in accordance with the provisions of this Agreement.
If such complying Withdrawal Notice is received by the
Depositary no later than 3:00 p.m. on a Business Day, the Depositary shall
make the payments requested in such Withdrawal Notice no later than 11:00
a.m. on the next succeeding Business Day or such later day specified in
such Withdrawal Notice, and if such complying Withdrawal Notice is received
by the Depositary after 3:00 p.m. on a Business Day, the Depositary shall
make the payments requested in such Withdrawal Notice no later than 11:00
a.m. on the second Business Day next following such Business Day.
Section 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 June 25, 2001
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
(a) 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.
(b) For the avoidance of doubt, the obligations of the
Depositary under the last sentence 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 Section 5(a)(vii) of the
Note Purchase Agreement.
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, ▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ABA# ▇▇▇-▇▇▇▇-▇▇, Account
# 9903-9901 RE: US Air EETC 2000-1 (include tail number for the related
Deposit), Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Reference: US Airways 2000-1G 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. 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, the Investors 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 VII INOTICES
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., ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Vice President-Aerospace (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇, with a
copy to ABN AMRO BANK N.V., Chicago Branch, ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Money Market Desk (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇) or
(y) in the case of the Escrow Agent, First Security Bank, National
Association, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention:
Corporate Trust Services (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇), in each case, with a
copy to the Pass Through Trustee, State Street Bank and Trust Company of
Connecticut, National Association, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate/Muni. Department (Telecopier:
(▇▇▇) ▇▇▇-▇▇▇▇) and to US Airways, US Airways, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Treasurer (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇) (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 ▇▇▇
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. is acting as the Depositary through its
Chicago Branch and hereby agrees that the obligations of the Depositary
hereunder constitute the obligations of its Chicago Branch and of its 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,
NATIONALASSOCIATION, as Escrow Agent
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
ABN AMRO BANK, N.V., acting through its
Chicago Branch, as Depositary
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Vice President
Schedule I
SCHEDULE OF DEPOSITS
---------------------------------
(Class G)
DATE EXPECTED DEPOSITAMOUNT ACCOUNT ▇▇.
▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇ $56,105,300 985511
March 3, 2000 N673UW 56,105,300 985518
March 3, 2000 N674UW 56,203,300 985530
March 3, 2000 N675US 56,595,300 985540
March 3, 2000 N676UW 56,668,800 985544
EXHIBIT A
NOTICE OF PURCHASE WITHDRAWAL
ABN AMRO BANK N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class G) dated as
of March 3, 2000 (the "Deposit Agreement") between First Security Bank,
National Association, as Escrow Agent, and ABN AMRO Bank N.V., acting
through its 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 [a portion
of]1the proceeds of the Deposit [in an amount equal to $_____]1 to
_______________, Account No. __________, Reference: __________ on
_______________, _____, [and to re-deposit the remaining proceeds of the
Deposit with the Depositary as a new deposit pursuant to Section 2.4 of the
Deposit Agreement, in each case]1 upon the telephonic request of a
representative of the Pass Through Trustee.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, as Escrow Agent
By
------------------------------------
Name:
Title:
Dated: ___________, ____
------------------
1 Use bracketed language if entire Deposit will not be used to
purchase Equipment Notes.
EXHIBIT B
NOTICE OF FINAL WITHDRAWAL
ABN AMRO BANK N.V.
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class G) dated as
of March 3, 2000 (the "Deposit Agreement") between First Security Bank,
National Association, as Escrow Agent, and ABN AMRO Bank N.V., acting
through its Chicago Branch, as Depositary (the "Depositary").
In accordance with Section 2.3 (b)(i) of the Deposit Agreement,
the undersigned hereby requests the withdrawal of the entire amount of all
Deposits for payment on ________, 200_.
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 2000-1G EETC.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, as Escrow Agent
By______________________________________
Name:
Title:
Dated: __________, ____
EXHIBIT C
NOTICE OF REPLACEMENT WITHDRAWAL
ABN AMRO BANK N.V.
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class G) dated as
of March 3, 2000 (the "Deposit Agreement") between First Security Bank,
National Association, as Escrow Agent, and ABN AMRO Bank N.V., acting
through its Chicago Branch, as Depositary (the "Depositary").
In accordance with Section 2.3 (b)(ii) of the Deposit
Agreement, the undersigned hereby requests the withdrawal of the entire
amount of all Deposits for payment on ________, 200_.
The undersigned hereby directs the Depositary to pay the
proceeds of the Deposits to [___________] at _____________, ABA#
__________, Account _________, Attention: __________, Reference: US Airways
2000-1G EETC [and to pay accrued interest thereon to the Paying Agent at
________, ABA # ________, Acct. No. ________, Reference: US ▇▇▇▇▇▇▇ ▇▇▇▇-▇▇
▇▇▇▇]▇. [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: US Airways 2000-1G EETC.]2
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, as Escrow Agent
By
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Name:
Title:
Dated: __________, ____
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1 To be deleted in the case of a Replacement Withdrawal scheduled for a
date which is not an Interest Payment Date (as defined in the Escrow and
Paying Agent Agreement).
2 To be inserted in the case of a Replacement Withdrawal scheduled for a
date which is not an Interest Payment Date (as defined in the Escrow and
Paying Agent Agreement).
