Exhibit 4(e)(1)
DEPOSIT AGREEMENT
(Class G-1)
Dated as of August 5, 2002
between
▇▇▇▇▇ FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
as Escrow Agent
and
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH
as Depositary
TABLE OF CONTENTS
Page
----
SECTION 1.1 Acceptance of Depositary........................................2
SECTION 1.2 Establishment of Accounts.......................................2
SECTION 2.1 Deposits........................................................2
SECTION 2.2 Interest........................................................2
SECTION 2.3 Definitions.....................................................3
SECTION 2.4 Withdrawals.....................................................3
SECTION 2.5 Other Accounts..................................................4
SECTION 3. Termination......................................................5
SECTION 4. Payments.........................................................5
SECTION 5. Representation and Warranties....................................6
SECTION 6. Transfer.........................................................7
SECTION 7. Amendment, Etc...................................................7
SECTION 8. Notices..........................................................7
SECTION 9. Obligations Unconditional........................................7
SECTION 10. Entire Agreement................................................7
SECTION 11. Governing Law...................................................7
SECTION 12. Waiver of Jury Trial Right......................................8
SECTION 13. Counterparts....................................................8
SECTION 14. Head Office Obligation..........................................8
i
DEPOSIT AGREEMENT (Class G-1) dated as of August 5, 2002 (as
amended, modified or supplemented from time to time, this "Agreement") between
▇▇▇▇▇ FARGO BANK NORTHWEST, 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 CREDIT SUISSE FIRST BOSTON, a banking
institution organized under the laws of Switzerland, acting through its New
York branch, as depositary bank (the "Depositary").
W I T N E S S E T H
WHEREAS, Northwest Airlines Corporation, a Delaware corporation (the
"Guarantor"), Northwest Airlines, Inc., a Minnesota corporation ("Northwest")
and State Street Bank and Trust Company of Connecticut, National Association,
not in its individual capacity except as otherwise expressly provided therein,
but solely as trustee (in such capacity, together with its successors in such
capacity, the "Pass Through Trustee") have entered into a Trust Supplement No.
2002-1G-1, dated as of August 5, 2002, to the Pass Through Trust Agreement
dated as of June 3, 1999, by and among the Guarantor, Northwest and the Pass
Through Trustee (together, as amended, modified or supplemented from time to
time in accordance with the terms thereof, the "Pass Through Trust Agreement")
relating to Northwest Airlines Pass Through Trust 2002-1G-1 pursuant to which
the Northwest Airlines Pass Through Trust, Series 2002-1G-1 Certificates
referred to therein (the "Certificates") are being issued (the date of such
issuance, the "Issuance Date");
WHEREAS, Northwest and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., Credit Suisse
First Boston Corporation, Credit Lyonnais Securities (USA) Inc., Deutsche Bank
Securities Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc., ABN AMRO Incorporated, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated, U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc., BNP Paribas
Securities Corp., and The Royal Bank of Scotland plc (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 July 29, 2002 pursuant to which the Pass
Through Trustee will issue and sell the Certificates to the Underwriters;
WHEREAS, Northwest, the Pass Through Trustee, certain other pass
through trustees and certain other persons concurrently herewith are entering
into the Note Purchase Agreement, dated as of the date hereof (the "Note
Purchase Agreement"), pursuant to which the Pass Through Trustee has agreed to
acquire from time to time on or prior to the Delivery Period Termination Date
(as defined in the Note Purchase Agreement) equipment notes (the "Equipment
Notes") issued to finance the acquisition of aircraft by Northwest, as lessee
or as owner, utilizing a portion of the proceeds from the sale of the
Certificates (the "Net Proceeds");
WHEREAS, the Escrow Agent, the Underwriters, the Pass Through
Trustee and State Street Bank and Trust Company, as paying agent for the
Escrow Agent (in such capacity, together with its successors in such capacity,
the "Paying 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 are hereby acknowledged, the parties hereto hereby agree
as follows:
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 2.5 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.
SECTION 2.1 Deposits. The Escrow Agent shall direct the Underwriters
to deposit with the Depositary on the date of this Agreement (the "Deposit
Date") in Federal (same day) funds by wire transfer to: Credit Suisse First
Boston, New York branch, Reference: Northwest 2002-1G-1, and the Depositary
shall accept from the Underwriters, on behalf of the Escrow Agent, the sum of
US$487,131,000. Upon acceptance of such sum, the Depositary shall (i)
establish each of the deposits specified in Schedule I hereto maturing on
April 15, 2004 (including any deposit made pursuant to Section 2.5 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 a
rate per annum for each Interest Period equal to the Debt Rate for such
Interest Period (calculated on the basis of a year of 360 days and actual days
elapsed during the period for which such amount accrues) payable to the Paying
Agent on behalf of the Escrow Agent quarterly in arrears on each Interest
Payment Date and on the date of a Series D Non-Issuance Withdrawal (as defined
below), if applicable, until, and on, the date of the Final Withdrawal (as
defined below), or the date of the Replacement Withdrawal (as defined below),
as applicable, all in accordance with the terms of this Agreement (whether or
not any such Deposit is withdrawn on an Interest Payment Date). Interest shall
be
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payable with respect to the first but not the last day of each Interest
Period. Interest accrued on any Deposit that is withdrawn pursuant to a Notice
of Purchase Withdrawal (as defined below) (other than any portion thereof
subject to a Series D Non-Issuance Withdrawal (as defined below)) shall be
paid on the next Interest Payment Date, notwithstanding any intervening Final
Withdrawal (as defined below).
SECTION 2.3 Definitions.
"Debt Rate" means, with respect to (i) the first Interest Period,
2.56250% per annum, and (ii) any subsequent Interest Period, LIBOR for such
Interest Period as determined pursuant to the Reference Agency Agreement plus
0.75% per annum.
"Interest Payment Date" means each February 20, May 20, August 20
and November 20, commencing on August 20, 2002; provided, that if any such day
is not a Business Day, then the immediately succeeding Business Day.
"Interest Period" means (i) in the case of the first Interest
Period, the period commencing on (and including) the Issuance Date and ending
on (but excluding) the first Interest Payment Date following the Issuance
Date, and (ii) in the case of each subsequent Interest Period, the period
commencing on (and including) the last day of the immediately preceding
Interest Period and ending on (but excluding) the next Interest Payment Date.
"Reference Agency Agreement" means the Reference Agency Agreement,
dated as of the date hereof, between Northwest Airlines, Inc., State Street
Bank and Trust Company, as reference agent thereunder, State Street Bank and
Trust Company, as subordination agent under the Intercreditor Agreement, State
Street Bank and Trust Company, as Loan Trustee, and ▇▇▇▇▇ Fargo Bank
Northwest, National Association, as Escrow Agent under the Escrow and Paying
Agent Agreement.
Terms defined in the Note Purchase Agreement and used herein have
such respective defined meanings unless otherwise defined herein.
SECTION 2.4 Withdrawals. (a) On and after the date seven days after
the establishment of any Deposit, the Escrow Agent may, by providing at least
one 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 (a portion of which may be subject to a
Series D Non-Issuance Withdrawal pursuant to Section 2.4(b)(iii)), 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, Minneapolis, Minnesota or Boston, Massachusetts and
which is also a day for trading by and between banks in the London interbank
Eurodollar market. The Depositary may waive the foregoing requirement that any
Deposit can only be withdrawn on or after seven days after the
3
establishment thereof, and may instead reserve the right, upon at least 14
days' prior written notice to Northwest, 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 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 March 31, 2004 and there are
unwithdrawn Deposits on such date, the Depositary shall pay the amount of the
Final Withdrawal to the Paying Agent on April 15, 2004.
(ii) The Escrow Agent may, by providing at least fifteen (15) days'
prior notice of withdrawal to the Depositary in the form of Exhibit C hereto
(a "Notice of Replacement Withdrawal"), withdraw the entire amount of all
Deposits then held by the Depositary together with all accrued and unpaid
interest on such Deposits (including Deposits previously withdrawn pursuant to
a Notice of Purchase Withdrawal) to but excluding the specified date of
withdrawal (a "Replacement Withdrawal"), on such date as shall be specified in
such Notice of Replacement Withdrawal.
(iii) Concurrently with the giving of any Notice of Purchase
Withdrawal, the Escrow Agent may provide a notice of withdrawal to the
Depositary in the Form of Exhibit D hereto (a "Notice of Series D Non-Issuance
Withdrawal") requesting the withdrawal of (A) a portion of any Deposit to be
withdrawn pursuant to such Notice of Purchase Withdrawal in the amount
specified in such Notice of Series D Non-Issuance Withdrawal together with
payment by the Depositary of the accrued and unpaid interest on that portion
of such Deposit to but excluding the specified date of withdrawal, and/or (B)
a portion of any or all of the Deposits in the respective amounts and from the
accounts specified in such Notice of Series D Non-Issuance Withdrawal together
with payment by the Depositary of the accrued and unpaid interest on the
amount being withdrawn to but excluding the specified date of withdrawal
(collectively, a "Series D Non-Issuance Withdrawal"), on such date as shall be
specified in such Notice of Series D Non-Issuance Withdrawal. At any time
prior to the actual withdrawal of any such Deposit, the Escrow Agent or the
Pass Through Trustee may, by notice to the Depositary, cancel such withdrawal
(including on the scheduled date therefor), and thereafter such Deposit shall
continue to be maintained by the Depositary in accordance with the original
terms thereof.
(c) If the Depositary receives a duly completed Notice of Purchase
Withdrawal, Notice of Final Withdrawal, Notice of Replacement Withdrawal or
Notice of Series D Non-Issuance Withdrawal (each, a "Withdrawal Notice")
complying with the provisions of this Agreement, it shall make the payments
specified therein in accordance with the provisions of this Agreement.
SECTION 2.5 Other Accounts. On the date of withdrawal of any Deposit
under Section 2.4(a), the Escrow Agent, or the Pass Through Trustee on behalf
of the Escrow Agent, shall re-deposit with the Depositary any portion thereof
not used to acquire Equipment Notes and not otherwise subject to a Series D
Non-Issuance Withdrawal and the Depositary shall accept the
4
same for deposit hereunder. Any sums so received for deposit under this
Section 2.5 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 April
15, 2004 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.
SECTION 3. Termination. This Agreement shall terminate on the fifth
Business Day after the later of the date on which (i) all of the Deposits
shall have been withdrawn and paid as provided herein without any re-deposit
and (ii) all accrued and unpaid interest on the Deposits shall have been paid
as provided herein, but in no event prior to the date on which the Depositary
shall have performed in full its obligations hereunder.
SECTION 4. Payments. All payments (including, without limitation,
those payments made in respect of Taxes (as defined and provided for below))
made by the Depositary hereunder shall be paid in United States Dollars and
immediately available funds by wire transfer (i) in the case of accrued
interest on the Deposits payable under Section 2.2 hereof or any Final
Withdrawal or any Series D Non-Issuance Withdrawal, directly to the Paying
Agent at State Street Bank and Trust Company, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust Department, Reference:
Northwest Airlines 2002-1G-1, 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 Notice of Replacement Withdrawal, directly to
or as directed by the Pass Through Trustee as specified and in the manner
provided in such Notice of Purchase Withdrawal or Notice of Replacement
Withdrawal. The Depositary hereby waives any and all rights of set-off,
combination of accounts, right of retention or similar right (whether arising
under applicable law, contract or otherwise) it may have against the Deposits
howsoever arising. Except as provided below, all payments on or in respect of
each Deposit shall be made free and clear of and without reduction for or on
account of any and all taxes, levies or other impositions or charges
(collectively, "Taxes"). However, if the Depositary or the Paying Agent
(pursuant to Section 2.4 of the Escrow and Paying Agent Agreement) shall be
required by law to deduct or withhold any Taxes from or in respect of any sum
payable hereunder, the Depositary shall (i) make such deductions or
withholding, (ii) pay the full amount deducted or withheld (including in
respect of such additional amounts) to the competent taxation authority and
(iii) if the Taxes required to be deducted or withheld are imposed by
Switzerland 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, and such extension of time shall be included in the computation of
interest payable.
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SECTION 5. Representation and Warranties. The Depositary hereby
represents and warrants to Northwest, the Escrow Agent, the Pass Through
Trustee and the Paying Agent that:
(a) it is a bank duly organized and validly existing in good
standing under the laws of its jurisdiction of organization and is duly
qualified to conduct banking business in the State of New York through
its New York branch;
(b) it has full power, authority and legal right to conduct its
business and operations as currently conducted and to enter into and
perform its obligations under this Agreement;
(c) the execution, delivery and performance of this Agreement
have been duly authorized by all necessary corporate action on the part
of it and do not require any stockholder approval, or approval or consent
of any trustee or holder of any indebtedness or obligations of it, and
this Agreement has been duly executed and delivered by it and constitutes
its legal, valid and binding obligations enforceable against it in
accordance with the terms hereof;
(d) no authorization, consent or approval of or other action
by, and no notice to or filing with, any United States federal or state
governmental authority or regulatory body is required for the execution,
delivery or performance by it of this Agreement;
(e) neither the execution, delivery or performance by it of
this Agreement, nor compliance with the terms and provisions hereof,
conflicts or will conflict with or results or will result in a breach or
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 of 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
(f) there are no pending or, to its knowledge, threatened
actions, suits, investigations or proceedings (whether or not purportedly
on behalf of it) against or affecting it or any of its property before or
by any court or administrative agency which, if adversely determined, (i)
would adversely affect the ability of it to perform its obligations under
this Agreement or (ii) would call into question or challenge the validity
of this Agreement or the enforceability hereof in accordance with the
terms hereof, nor is the Depositary in default with respect to any order
of any court, governmental authority, arbitration board or administrative
agency so as to adversely affect its ability to perform its obligations
under this Agreement.
6
SECTION 6. Transfer. Neither party hereto shall be entitled to
assign or otherwise transfer this Agreement (or any interest herein) other
than (in the case of the Escrow Agent) to a successor escrow agent under 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.
SECTION 7. Amendment, Etc. 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.
SECTION 8. Notices. Unless otherwise expressly provided herein, any
notice or other communication under this Agreement shall be in writing
(including by facsimile) and shall be deemed to be given and effective upon
receipt thereof. All notices shall be sent to (x) in the case of the
Depositary, Credit Suisse First Boston, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇ or (y) in the
case of the Escrow Agent, ▇▇▇▇▇ Fargo Bank Northwest, 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, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Square,
Hartford, Connecticut 06103, Attention: Corporate/Muni Department (Telecopier:
(▇▇▇) ▇▇▇-▇▇▇▇) and to Northwest, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, 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.
SECTION 9. Obligations Unconditional. The Depositary hereby
acknowledges and agrees that its obligation to repay each Deposit together
with interest thereon as provided herein is absolute, irrevocable and
unconditional and constitutes a full recourse obligation of the Depositary
enforceable against it to the full extent of all of its assets and properties.
SECTION 10. Entire Agreement. This Agreement (including all
attachments hereto) sets forth all of the promises, covenants, agreements,
conditions and understandings between the Depositary and the Escrow Agent with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and undertakings, inducements or conditions,
express or implied, oral or written.
SECTION 11. Governing Law. This Agreement, and the rights and
obligations of the Depositary and the Escrow Agent with respect to the
Deposits, shall be governed by, and construed in accordance with, the laws of
the State of New York and subject to the provisions of
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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.
SECTION 12. Waiver of Jury Trial Right. EACH OF THE DEPOSITARY AND
THE ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY
WAIVES ITS RIGHT TO A TRIAL BY JURY.
SECTION 13. Counterparts. This Agreement may be executed in one or
more counterparts, all of which taken together shall constitute one
instrument.
SECTION 14. Head Office Obligation. Credit Suisse First Boston
hereby agrees that the obligations of the Depositary hereunder are also the
obligations of Credit Suisse First Boston's Head Office in Zurich,
Switzerland. Accordingly, any beneficiary of this Agreement will be able to
proceed directly against Credit Suisse First Boston's Head Office in Zurich,
Switzerland if Credit Suisse First Boston's New York branch defaults in its
obligation to such beneficiary under this Agreement.
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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.
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Vice President
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH,
as Depositary
By
---------------------------
Name:
Title:
By
---------------------------
Name:
Title:
Deposit Agreement (Class G-1) - Northwest 2002-1
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.
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By
--------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH,
as Depositary
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Associate
Deposit Agreement (Class G-1) - Northwest 2002-1
Schedule I
Schedule of Deposits
Class G-1
Aircraft Type Deposit Amount Account No.
------------- -------------- -----------
Airbus A319-100 $21,885,678 N352NB G-1
Airbus A319-100 $22,528,190 N358NB G-1
Airbus A319-100 $22,546,922 N359NB G-1
Airbus A319-100 $22,679,920 N360NB G-1
Airbus A319-100 $22,679,920 N361NB G-1
Airbus A319-100 $22,699,588 N362NB G-1
Airbus A319-100 $22,699,588 N363NB G-1
Airbus A319-100 $22,810,108 N364NB G-1
Airbus A319-100 $14,155,159 N365NB ▇-▇
▇▇▇▇▇▇ ▇▇▇▇-▇▇▇ - ▇▇▇▇▇▇ ▇-▇
▇▇▇▇▇▇ ▇▇▇▇-▇▇▇ - ▇▇▇▇▇▇ G-1
Boeing 757-300 $34,279,788 N585NW G-1
Boeing 757-300 $34,279,788 N587NW G-1
Boeing 757-300 - N588NW G-1
Boeing 757-300 $34,493,334 N589NW G-1
Boeing 757-300 $34,706,880 N590NW G-1
Boeing 757-300 $34,706,880 N591NW G-1
Airbus A330-300 $59,809,800 N802US G-1
Airbus A330-300 $60,169,457 N801US ▇-▇
▇▇▇▇▇▇ ▇▇▇▇-▇▇▇ - ▇▇▇▇▇▇ G-1
EXHIBIT A
NOTICE OF PURCHASE WITHDRAWAL
CREDIT SUISSE FIRST BOSTON
New York Branch
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Gentlemen:
Reference is made to the Deposit Agreement (Class G-1) dated as of
August 5, 2002 (the "Deposit Agreement"; capitalized terms used in this Notice
and not otherwise defined shall have the meanings assigned thereto in the
Deposit Agreement) between ▇▇▇▇▇ Fargo Bank Northwest, National Association,
as Escrow Agent, and Credit Suisse First Boston, New York Branch, as
Depositary (the "Depositary").
In accordance with Section 2.4(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 $[__________]
of the proceeds of the Deposit to ________________, Account No. _____,
Reference: _________] on _________ __, 200__, upon the telephonic request of a
representative of the Pass Through Trustee.
[The undersigned confirms that $[_________] of the proceeds of the
Deposit is subject to a Series D Non-Issuance Withdrawal and hereby directs
the Depositary to comply with the instructions contained in the Notice of
Series D Non-Issuance Withdrawal delivered concurrently with this Notice.]
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By__________________________
Name:
Title:
Dated: _______ __, 200_
EXHIBIT B
NOTICE OF FINAL WITHDRAWAL
CREDIT SUISSE FIRST BOSTON
New York Branch
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Gentlemen:
Reference is made to the Deposit Agreement (Class G-1) dated as of
August 5, 2002 (the "Deposit Agreement"; capitalized terms used in this Notice
and not otherwise defined shall have the meanings assigned thereto in the
Deposit Agreement) between ▇▇▇▇▇ Fargo Bank Northwest, National Association,
as Escrow Agent, and Credit Suisse First Boston, New York Branch, as
Depositary (the "Depositary").
In accordance with Section 2.4(b)(i) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all
Deposits.
The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits and accrued interest thereon to the Paying Agent at State Street
Bank and Trust Company, ABA# [___________], Account No. _____________,
Reference: Northwest 2002-1G-1.
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By__________________________
Name:
Title:
Dated: _________, 200_
EXHIBIT C
NOTICE OF REPLACEMENT WITHDRAWAL
CREDIT SUISSE FIRST BOSTON
New York Branch
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Reference is made to the Deposit Agreement (Class G-1) dated as of
August 5, 2002 (the "Deposit Agreement"; capitalized terms used in this Notice
and not otherwise defined shall have the meanings assigned thereto in the
Deposit Agreement) between ▇▇▇▇▇ Fargo Bank Northwest, National Association,
as Escrow Agent, and Credit Suisse First Boston, New York Branch, as
Depositary (the "Depositary").
In accordance with Section 2.4(b)(ii) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all
Deposits.
The undersigned hereby directs the Depositary to pay the proceeds of
the Deposits and accrued interest thereon to [_____________________],
Reference: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇-▇▇-▇.
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By__________________________
Name:
Title:
Dated: _________, 200_
EXHIBIT D
NOTICE OF SERIES D NON-ISSUANCE WITHDRAWAL
CREDIT SUISSE FIRST BOSTON
New York Branch
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Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Reference is made to the Deposit Agreement (Class G-1) dated as of
August 5, 2002 (the "Deposit Agreement"; capitalized terms used in this Notice
and not otherwise defined shall have the meanings assigned thereto in the
Deposit Agreement) between ▇▇▇▇▇ Fargo Bank Northwest, National Association,
as Escrow Agent, and Credit Suisse First Boston, New York Branch, as
Depositary (the "Depositary").
In accordance with Section 2.4(b)(iii) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of [(a)][$ [_________] of the
proceeds of the Deposit to be withdrawn pursuant to the Notice of Purchase
Withdrawal delivered concurrently with this Notice][, and (b)][a portion of
the Deposits in the respective amounts and from the accounts specified in
Schedule I attached hereto].
The undersigned hereby directs the Depositary to pay on [specify
payment date] the proceeds of the foregoing withdrawals, together with accrued
interest thereon to such date of payment to the Paying Agent at [NAME]
ABA#_____, Account #_______, Attention:_________, Reference: ▇▇▇▇▇▇▇▇▇
▇▇▇▇-▇▇-▇.
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By__________________________
Name:
Title:
Dated: _________, 200_