EXECUTION COPY
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DELAYED DEPOSIT AGREEMENT
(Class A)
Dated as of March 28, 2002
between
▇▇▇▇▇ FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
as Escrow Agent
and
INTESABCI S.P.A., acting through its
NEW YORK BRANCH,
as Depositary
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DELAYED DEPOSIT AGREEMENT (Class A) dated as of March 28, 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 INTESABCI S.P.A, acting through its NEW YORK
BRANCH, as depositary bank hereunder (the "Depositary").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, American Trans Air, Inc. ("ATA"), Amtran, Inc ("Amtran")
and Wilmington Trust Company have entered into a Pass Through Trust Agreement
dated as of March 28, 2002 (as amended, modified or supplemented from time to
time in accordance with the terms thereof, the "Pass Through Trust Agreement")
relating to American Trans Air 2002-1A Pass Through Trust pursuant to which the
American Trans Air Pass Through Trust, Series 2002-1A Certificates (the "Class A
Certificates") are being issued;
WHEREAS, ATA has entered into a Certificate Purchase Agreement
dated as of March 26, 2002 (as amended, modified or supplemented from time to
time in accordance with the terms thereof, the "Certificate Purchase Agreement")
with Amtran and Nyala Funding LLC (the "Purchaser", and together with its
transferees and assigns as owners of the Class A Certificates, the "Investors")
which provides for the purchase of the Class A Certificates;
WHEREAS, ATA and Amtran have entered into a separate letter
agreement with the Purchaser and AIG Financial Products Corp. providing for the
purchase of an additional $91,896,000 principal amount of the Class A
Certificates (the "Additional Class A Certificates") on October 15, 2002 or such
other date mutually agreed to by ATA, Amtran and the Purchaser (such date, the
"Delayed Funding Date");
WHEREAS, (i) ATA, Amtran, the Pass Through Trustee and certain
other persons concurrently herewith are entering into the Note Purchase
Agreement, dated as of the date hereof (as amended, modified or supplemented
from time to time in accordance with the terms thereof, the "Note Purchase
Agreement") and (ii) pursuant to the Note Purchase Agreement (as amended by the
Delayed Funding Implementation Agreement (as defined below) as of the Delayed
Funding Date) the Pass Through Trustee, utilizing a portion of the proceeds from
the sale of the Additional Class A Certificates (the "Net Proceeds") is expected
to acquire from time to time on or prior to February 28, 2003 equipment notes
(the "Equipment Notes") issued to finance or refinance the acquisition of
certain aircraft by ATA, as lessee or as owner;
WHEREAS, the Escrow Agent, the Purchaser, the Pass Through Trustee
and Wilmington 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
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an Escrow and Paying Agent Agreement (Class A), 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");
WHEREAS, the ATA, Amtran, Wilmington Trust Company as the Trustee
and Subordination Agent, the Escrow Agent, the Paying Agent, the Purchaser and
certain other parties concurrently herewith are entering into a Delayed Funding
Implementation Agreement, dated as of the date hereof (the "Delayed Funding
Implementation Agreement"), pursuant to which the parties thereto agree, as of
the Delayed Funding Date, to supplement and modify the Operative Agreements (as
defined in the Intercreditor Agreement); and
WHEREAS, the Purchaser 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 (as amended by the
Delayed Funding Implementation Agreement as of the Delayed Funding Date),
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 requisition or demand 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:
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
Depositary shall neither be responsible for or under, nor chargeable with
knowledge of, the terms and conditions of any other agreement, instrument or
document to which it is not a party, other than the Registration Rights
Agreement (as defined in the Pass Through Trust Agreement) and Section 4(a)(vii)
of the Note Purchase Agreement. This Agreement sets forth all of the obligations
of the Depositary, and no additional obligations shall be implied from the terms
of this Agreement or any other agreement, instrument or document. 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 (or ATA
acting on its behalf) shall provide to the Depositary at least three Business
Days' notice of the Delayed
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Funding Date. The Escrow Agent hereby instructs the Depositary, and the
Depositary agrees, to establish on the Delayed Funding Date (i) the separate
deposit accounts listed on Schedule I hereto required in connection with the
deposits contemplated by Section 2.1 hereof (each, an "Account" and
collectively, the "Accounts"), and (ii) such additional separate deposit
accounts as may be required in connection with the deposits contemplated by
Section 2.4 hereof (each, also an "Account") in each case, 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 Purchaser
to deposit with the Depositary on the Delayed Funding Date (the "Deposit Date")
in immediately available funds by wire transfer to the Depositary at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ABA #▇▇▇▇▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇, Reference:
American Trans Air 2002-1A, and the Depositary shall accept from the Purchaser,
on behalf of the Escrow Agent, the Net Proceeds in the amount of US$68,969,100.
Upon acceptance of such amount, the Depositary shall (i) establish each of the
deposits specified in Schedule I hereto maturing on the date set forth in
Schedule I hereto, (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. (a) Each Deposit shall bear interest from
and including the date of deposit to but excluding the date of withdrawal at the
rate of 8.328% (calculated on the basis of a year of twelve 30-day months) per
annum payable to the Paying Agent on behalf of the Escrow Agent quarterly in
arrears on each February 20, May 20, August 20 and November 20 (each, an
"Interest Payment Date") and on the date of the Final Withdrawal (as defined
below), commencing on the first Interest Payment Date occurring after the
Delayed Funding Date, 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.
(b) The parties hereto further acknowledge and agree that upon any
increase in the rate of interest on the Class A Certificates (such increase
referred to as a "Rate Increase") pursuant to the terms of the Registration
Rights Agreement, the rate of interest borne by each Deposit in accordance with
Section 2.2 (a) above shall increase by the amount of such Rate Increase, and
upon any subsequent decrease in the rate of interest of the Equipment Notes
(such decrease referred to as a "Rate Decrease") pursuant to the terms of the
Registration Rights Agreement, the rate of interest borne by such Deposit shall
decrease by the amount of such Rate Decrease. Pursuant to the Pass Through Trust
Agreement, ATA has agreed to notify the
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Depositary of each Rate Increase and Rate Decrease, provided that failure by the
Depositary to receive any such notice shall not effect the interest rate borne
by each Deposit.
SECTION 2.3. 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"), request withdrawal
of 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, Indianapolis,
Indiana, Wilmington, Delaware or Salt Lake City, Utah.
(b) (i) The Escrow Agent may, by providing at least 15 days' prior
notice of withdrawal to the Depositary in the form of Exhibit B hereto (a
"Notice of Final Withdrawal"), request withdrawal of the entire amount of all of
the remaining Deposits together with the payment by the Depositary of all
accrued and unpaid interest earned 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 28, 2003 and there
are unwithdrawn Deposits on such date, the Depositary shall pay the amount of
the Final Withdrawal to the Paying Agent on March 17, 2003.
(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 the Replacement
Withdrawal occurs on an Interest Payment Date, 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, 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. (New York City time) on a Business Day, the Depositary
shall make the payments requested in such Withdrawal Notice no later than 11:00
a.m. (New York City time) on the next
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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. (New York City time) on a Business Day, the Depositary shall make the
payments requested in such Withdrawal Notice no later than 11:00 a.m. (New York
time) on the second Business Day next following such Business Day or such later
date specified in such Withdrawal Notice.
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 (or cause to be re-deposited) 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 the date
set forth in Schedule I hereto, 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. (a) 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 of
any portion thereof being made and (ii) all accrued and unpaid interest earned
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 two sentences of Section 2.2(a) hereof shall remain in full force
and effect notwithstanding the execution and delivery of a Replacement Deposit
Agreement in accordance with Section 4(a)(vii) of the Note Purchase Agreement.
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 in
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 Wilmington Trust Company, Wilmington, DE, ABA #
▇▇▇-▇▇▇-▇▇▇, Account No. ▇▇▇▇▇-▇, ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇ ▇▇▇▇▇, Reference: American
Trans Air 2002-1A, 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
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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 any 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 by the Depositary 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 2.04 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 relevant taxation
authority and (iii) if the Taxes required to be deducted or withheld are imposed
by the Republic of Italy 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 no additional interest shall accrue in respect of such
extension.
SECTION 5. Representation and Warranties. The Depositary hereby
represents and warrants to ATA, the Escrow Agent, the Pass Through Trustee, the
Investors and the Paying Agent that:
(a) it is a banking corporation duly organized and existing under
the laws of the Republic of Italy, acting 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; and
(d) no authorization, consent or approval of or other action by,
and, except for administrative and ministerial filings which the
Depositary is obligated to make in the ordinary course of its business,
no notice to or filing with, any Italian or United States
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federal or state governmental authority or regulatory body is required
for the execution, delivery or performance by it of this Agreement.
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
parties hereto.
SECTION 8. Notices. (a) Unless otherwise expressly provided herein,
any notice, instruction 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, IntesaBci S.p.A., New York Branch, Attention: Transportation Finance
Group (Telecopier: 212-607-3966) and with a copy to IntesaBci S.p.A. New York
Branch, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇,
Dealing Room (Telecopier: 212-422-6235) 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, Wilmington Trust Company, ▇▇▇▇▇▇ Square North, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Trust Administration
(Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇), to ATA, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Attention:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Financial Officer (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇) and to
the Purchaser, c/o Global Securitization Services, LLC, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (Telecopier: (212)
302 8767) with a copy to AIG Financial Products Corp., as Administrator, (i) if
prior to April 7, 2002, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Chief
Financial Officer (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇) or (ii) if on or after April 7,
2002, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Chief Financial Officer
(Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇) (or at such other address as any such party may
specify from time to time in a written notice to the parties mentioned above).
On or prior to the execution of this Agreement, the Escrow Agent has delivered
to the Depositary an incumbency 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.
(b) The Depositary shall be fully protected and authorized in
relying upon any instruction, notice, certification, demand, consent,
authorization, receipt, power of attorney or other writing delivered to it by
the Escrow Agent without being required to make any investigation or inquiry
thereof, determine the authenticity or validity thereof or the correctness
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of any fact stated therein, the propriety or validity of the service thereof, or
the jurisdiction of the court issuing any judgment or order. The Depositary may
act in reliance upon any signature believed by it to be genuine and reflected in
the above-mentioned incumbency certificate, and may assume that the person so
signing has been properly authorized to do so. Except as provided in this
Agreement, the Depositary shall not be deemed to have any duty or notice
hereunder unless and until it has been provided with written notice.
(c) Anything to the contrary notwithstanding, the Depositary may
consult with legal counsel of its selection in the event of any dispute, or
question as to the meaning or construction of any of the provisions hereof or
its duties hereunder, and it shall incur no liability and shall be fully
authorized and protected in acting in accordance with the opinion and
instructions of such counsel.
SECTION 9. Obligations Unconditional. The Depositary hereby
acknowledges and agrees that its obligation to repay each Deposit together with
interest earned 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. Funds Transfers. In the event funds transfer instructions
are given (other than in writing at the time of execution of this Agreement),
whether in writing, by telecopier or otherwise, the Depositary is authorized to
seek confirmation of such instructions by telephone call back to the person or
persons designated by the Escrow Agent, and the Depositary may rely upon the
confirmations of anyone purporting to be the person or persons so designated. To
assure accuracy of the instructions it receives, the Depositary may record such
telephone call backs. If the Depositary is unable to confirm any instructions,
or if not satisfied with the confirmation it receives, it will not execute the
instruction until all issues have been resolved. The person and telephone
numbers for call backs may be changed only in writing actually received and
acknowledged by the Depositary. The Depositary shall receive notification of any
errors, delays or other problems within thirty (30) days after a transaction has
been executed.
SECTION 11. 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 12. 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 entirely 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.
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SECTION 13. 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 14. Counterparts. This Agreement may be executed in one or
more counterparts, all of which taken together shall constitute one instrument.
IN WITNESS WHEREOF, the Escrow Agent and the Depositary have caused
this Delayed Deposit Agreement (Class A) to be duly executed as of the day and
year first above written.
▇▇▇▇▇ FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as Escrow Agent
By
------------------------------------
Name:
Title:
INTESABCI S.P.A., acting through its
NEW YORK BRANCH,
as Depositary
By
------------------------------------
Name:
Title:
By
------------------------------------
Name:
Title:
Schedule I
Schedule of Deposits
--------------------
(Class A)
Aircraft
Deposit Date Tail No. Deposit Amount Account No.
------------ -------- -------------- -----------
October 15, 2002 N327TZ $22,972,800.00 12060 081 0013
October 15, 2002 N328TZ $22,972,800.00 12060 081 0015
October 15, 2002 N329TZ $23,023,500.00 12060 081 0017
EXHIBIT A
NOTICE OF PURCHASE WITHDRAWAL
IntesaBci S.p.A., New York Branch
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
Gentlemen:
Reference is made to the Delayed Deposit Agreement (Class A) dated
as of March 28, 2002 (as amended, modified or supplemented from time to time in
accordance with the terms thereof, the "Delayed Deposit Agreement") between
▇▇▇▇▇ Fargo Bank Northwest, National Association, as Escrow Agent, and IntesaBci
S.p.A., acting through its New York Branch, as Depositary (the "Depositary").
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Delayed Deposit Agreement.
In accordance with Section 2.3(a) of the Delayed Deposit Agreement,
the undersigned hereby requests the withdrawal of the entire amount of the
Deposit, $_______, held by the Depositary in Account No. ------------.
The undersigned hereby directs the Depositary to pay the proceeds
of the Deposit to [________________, Account No. _____, Reference: _________] on
_________ upon the telephonic request of a representative of Wilmington Trust
Company, the Pass Through Trustee.
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By
------------------------
Name:
Title:
Dated: _________, ____
EXHIBIT B
NOTICE OF FINAL WITHDRAWAL
IntesaBci S.p.A., New York Branch
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
Gentlemen:
Reference is made to the Delayed Deposit Agreement (Class A) dated
as of March 28, 2002 (as amended, modified or supplemented from time to time in
accordance with the terms thereof, the "Delayed Deposit Agreement") between
▇▇▇▇▇ Fargo Bank Northwest, National Association, as Escrow Agent, and IntesaBci
S.p.A., acting through its New York Branch, as Depositary (the "Depositary").
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Delayed Deposit Agreement.
In accordance with Section 2.3(b) of the Delayed Deposit Agreement,
the undersigned hereby requests the withdrawal of the entire amount of all
Deposits (as defined in the Delayed Deposit Agreement).
The undersigned hereby directs the Depositary to pay, on , the
proceeds of the Deposits and accrued and unpaid interest thereon to the Paying
Agent at Wilmington Trust Company, ABA # _______________, Account No.
___________, Reference: American Trans Air 2002-1A.
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By
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Name:
Title:
Dated: _________, ____
EXHIBIT C
NOTICE OF REPLACEMENT WITHDRAWAL
IntesaBci S.p.A., New York Branch
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
Gentlemen:
Reference is made to the Delayed Deposit Agreement (Class A) dated
as of March 28, 2002 (as amended, modified or supplemented from time to time in
accordance with the terms thereof, the "Delayed Deposit Agreement") between
▇▇▇▇▇ Fargo Bank Northwest, National Association, as Escrow Agent, and IntesaBci
S.p.A., acting through its New York Branch, as Depositary (the "Depositary").
Capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Delayed Deposit Agreement.
In accordance with Section 2.3(b)(ii) of the Delayed Deposit
Agreement, the undersigned hereby requests the withdrawal of the entire amount
of all Deposits [plus all accrued and unpaid interest on the Deposits to but
excluding the date of withdrawal] for payment on __________.
The undersigned hereby directs the Depositary to pay the proceeds
of the Deposits to [Name of Replacement Depositary] at
__________________________, ABA# _____________, Account No. _____________,
Reference: American Trans Air 2002-1A [and to pay accrued and unpaid interest
thereon to the Paying Agent at ___________, ABA #___________, Acct. No.
___________, Reference: American Trans Air 2002-1A].
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION
as Escrow Agent
By:
------------------------
Name:
-------------------
Title:
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Dated: _________, _____