EXHIBIT 4(e)(2)
EXECUTION COPY
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DEPOSIT AGREEMENT
(Class A-2)
DATED AS OF JUNE 1, 2001
BETWEEN
▇▇▇▇▇ FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
as Escrow Agent,
AND
ABN AMRO BANK N.V.,
as Depositary
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TABLE OF CONTENTS
PAGE
Article 1 FORMATION OF DEPOSITS.........................................2
1.1 Acceptance of Depositary
1.2 Establishment of Accounts
Article 2 MAINTENANCE OF DEPOSITS.......................................2
2.1 Deposits
2.2 Interest
2.3 Withdrawals
2.4 Other Accounts
Article 3 TERMINATION...................................................5
Article 4 PAYMENTS......................................................5
Article 5 REPRESENTATIONS AND WARRANTIES................................6
Article 6 TRANSFER......................................................7
Article 7 AMENDMENT.....................................................7
Article 8 NOTICES.......................................................7
Article 9 OBLIGATIONS UNCONDITIONAL.....................................7
Article 10 ENTIRE AGREEMENT..............................................8
Article 11 GOVERNING LAW.................................................8
Article 12 WAIVER OF JURY TRIAL RIGHT....................................8
Article 13 COUNTERPARTS..................................................8
Schedule I Schedule of Deposits
Exhibit A Notice of Purchase Withdrawal
Exhibit B Notice of Final Withdrawal
Exhibit C Notice of Replacement Withdrawal
Exhibit D Notice of Series D Non-Issuance Withdrawal
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DEPOSIT AGREEMENT (CLASS A-2)
THIS DEPOSIT AGREEMENT (CLASS A-2) dated as of June 1, 2001 (as amended,
modified or supplemented from time to time, this "AGREEMENT") between ▇▇▇▇▇
FARGO BANK NORTHWEST, NATIONAL 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., as
depositary bank (the "DEPOSITARY"). Capitalized terms used herein without
definition shall have the respective defined meanings as set forth in the Note
Purchase Agreement (as defined below).
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.
2001-1A-2, dated as of June 1, 2001, to the Pass Through Trust Agreement dated
as of June 3, 1999, by and among the Guarantor, Northwest and the Pass Through
Trustee (the "BASIC AGREEMENT") relating to Northwest Airlines Pass Through
Trust 2001-1A-2 pursuant to which the Northwest Airlines Pass Through Trust,
Series 2001-1A-2 Certificates referred to therein (the "CERTIFICATES") are being
issued;
WHEREAS, Northwest and Credit Suisse First Boston Corporation, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., ▇.▇. ▇▇▇▇▇▇ Securities
Inc., Deutsche Banc ▇▇▇▇ ▇▇▇▇▇, Inc. and U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc.
(collectively, the "UNDERWRITERS" and, together with their respective
transferees and assigns as registered owners of the Certificates, the
"INVESTORS") have entered into an Underwriting Agreement dated as of May 22,
2001 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 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 1
FORMATION OF DEPOSITS
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.
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 2
MAINTENANCE OF DEPOSITS
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: Federal Reserve Bank, New York,
ABN NY ABA #▇▇▇▇▇▇▇▇, Account: Chicago Treasury, Reference: Northwest Airlines
2001-1 EETC, and the Depositary shall accept from the Underwriters, on behalf of
the Escrow Agent, the sum of US $201,112,000.00. Upon acceptance of such sum,
the Depositary shall (i) establish each of the deposits specified in Schedule I
hereto maturing on the respective dates (each such date, as it may be extended
from time to time in accordance with, and subject to the requirements of, the
Indemnity Agreement (as defined herein) through the Delivery Period Termination
Date, a "MATURITY DATE") set forth therein (including any deposit made pursuant
to Section 2.4 hereof, individually, a "DEPOSIT" and, collectively, the
"DEPOSITS") and (ii) credit each Deposit to the related Account as set forth
therein. No amount shall be deposited in any Account other than the related
Deposit.
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2.2 INTEREST. Each Deposit shall bear interest from and including the date
of deposit to but excluding the earlier of (x) date of withdrawal and (y) such
Deposit's Maturity Date at the rate of 6.841% 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 semiannually in arrears on each April 1 and October 1, commencing
on October 1, 2001 (each, an "INTEREST PAYMENT DATE"), and (except in the case
of a Final Withdrawal (as defined below) made pursuant to a Notice of
Replacement Withdrawal (as defined below) on a day which is not an Interest
Payment Date) on the date of the Final Withdrawal (as defined below) and on the
date of any Series D Non-Issuance 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 (i) any Deposit that
is withdrawn pursuant to a Notice of Purchase Withdrawal (as defined below) and
(ii) that portion of a Deposit which is withdrawn pursuant to a Notice of
Non-Issuance Withdrawal and redeposited pursuant to Section 2.4 hereof shall be
paid on the next Interest Payment Date, notwithstanding, in the case of retained
interest due to a Notice of Purchase Withdrawal only, any intervening Final
Withdrawal (it being understood that retained interest due to a Notice of
Non-Issuance Withdrawal would be paid on such intervening Final Withdrawal Date)
(such remaining interest being hereinafter referred to as a "CARRYOVER
DEPOSIT"). In addition, interest accrued on any Deposit that is withdrawn
pursuant to a Notice of Replacement Withdrawal but not paid on the date of the
Final Withdrawal shall be paid on the next Interest Payment Date.
2.3 WITHDRAWALS. On and after the date seven (7) days after the
establishment of each Deposit, the Escrow Agent may, by providing at least one
(1) Business Day 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. 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. 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, Boston,
Massachusetts, Hartford, Connecticut, Salt Lake City, Utah or Chicago, Illinois.
The Depositary reserves the right, upon at least fourteen (14) days prior notice
to Northwest, the Escrow Agent and the Pass Through Trustee, to require seven
(7) days notice for any withdrawal.
(a) (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 neither a Notice of Final Withdrawal nor a Notice
of Replacement Withdrawal has been given to the Depositary on or before March
31, 2003, and there are unwithdrawn Deposits on such date, the Depositary shall
pay the amount of the Final Withdrawal to the Paying Agent on such date as
designated by Northwest pursuant to the Indemnity Agreement dated as of June 1,
2001 between Northwest and the Depositary (the "INDEMNITY AGREEMENT") but in any
event not later than April 15, 2003.
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(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"), 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.
(iii) On or after the date seven (7) days after the establishment of
each Deposit, the Escrow Agent may, by providing at least one (1) Business
Day prior notice of withdrawal to the Depositary in the Form of Exhibit D
hereto (a "NOTICE OF SERIES D NON-ISSUANCE WITHDRAWAL") request the entire
amount of each Deposit specified in such notice together with payment by
the Depositary of the accrued and unpaid interest on that portion of such
Deposit not to be redeposited on such day pursuant to Section 2.4 hereof
(as specified in the Notice of Series D Non-Issuance Withdrawal) to but
excluding the specified date of withdrawal ("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. Following
such withdrawal the balance in the related Account shall be zero and the
Depositary shall close such Account.
(b) 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 complying with the provisions of this
Agreement, it shall make the payments specified therein in accordance with the
provisions of this Agreement.
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 such date as designated by Northwest pursuant to the Indemnity
Agreement and bear interest as provided in Section 2.2 hereof. The Depositary
shall promptly give notice to the Escrow Agent of receipt of each such
re-deposit and the account number assigned thereto.
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ARTICLE 3
TERMINATION
3.1 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.
3.2 For the avoidance of doubt, the obligations of the Depositary under the
last two (2) sentences 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 the Note Purchase Agreement.
ARTICLE 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 or 2.3(a)(iii) hereof or any Final Withdrawal, directly to the
Paying Agent on behalf of the Escrow Agent at State Street Bank and Trust
Company, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention:
Corporate Trust Department, Reference: Northwest Airlines 2001-1 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. 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 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.
5
ARTICLE 5
REPRESENTATIONS AND WARRANTIES
The Depositary hereby represents and warrants to Northwest, the Guarantor,
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 Illinois;
(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 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;
(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 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;
(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; and
(g) the Depositary shall act through its Chicago branch office in
connection with the transactions contemplated by this Agreement.
6
ARTICLE 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 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 7
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 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, ABN AMRO BANK N.V., ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Credit
Administration (Telecopier: 312-992-5111) and ABN AMRO BANK N.V., ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Vice President -
Aerospace (Telecopier: 312-606-8428) or (y) in the case of the Escrow Agent,
▇▇▇▇▇ Fargo Bank Northwest, National Association, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate-Trust Services (Telecopier: (801)
246-5053), 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.
ARTICLE 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.
7
ARTICLE 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.
ARTICLE 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 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 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.
ARTICLE 1
COUNTERPARTS
This Agreement may be executed in one or more counterparts, all of which
taken together shall constitute one instrument.
* * *
8
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:
ABN AMRO BANK N.V.,
as Depositary
By:
-------------------------
Name:
Title:
By:
-------------------------
Name:
Title
SCHEDULE I
SCHEDULE OF DEPOSITS
(Class A-2)
DEPOSIT MATURITY
DATE TAIL NO. AMOUNT ACCOUNT NO. DATE
---- -------- -------------- ----------- --------
6/1/01 N675NW $4,470,626.00 2006401 2/1/02
6/1/01 N676NW $4,486,112.00 2006419 4/1/02
6/1/01 N338NB $12,393,197.80 2006428 5/1/02
6/1/01 N340NB $12,429,686.09 2006435 6/1/02
6/1/01 N343NB $12,475,049.93 2006449 7/1/02
6/1/01 N580NW $19,062,665.20 2006455 7/1/02
6/1/01 N344NB $13,006,439.81 2006460 8/1/02
6/1/01 N345NB $11,309,947.66 2006464 8/1/02
6/1/01 N581NW $17,283,147.48 2006466 8/1/02
6/1/01 N346NB $11,343,820.45 2006474 9/1/02
6/1/01 N347NB $11,343,820.45 2006479 9/1/02
6/1/01 N348NB $11,343,820.45 2006483 9/1/02
6/1/01 N582NW $15,664,666.68 2006494 9/1/02
6/1/01 N349NW ---- ---- 10/1/02
SCHEDULE I
Page 1
EXHIBIT A
NOTICE OF PURCHASE WITHDRAWAL
ABN AMRO BANK N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Credit Administration
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
ABN AMRO BANK N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President - Aerospace
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class A-2) dated as of June
___, 2001 (the "DEPOSIT AGREEMENT") between ▇▇▇▇▇ Fargo Bank Northwest, National
Association, as Escrow Agent, and ABN AMRO Bank N.V., as Depositary (the
"DEPOSITARY").
In accordance with Section 2.3 of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of the Deposit, $_________,
Account No. ________.
The undersigned hereby directs the Depositary to pay the proceeds of the
Deposit to _________________, Account No. __________, Reference: ___________
on _________,____, upon the telephonic request of a representative of the Pass
Through Trustee.
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By:
-------------------------
Name:
Title:
Dated: ________________, _____
EXHIBIT A
Page 1
EXHIBIT B
NOTICE OF FINAL WITHDRAWAL
ABN AMRO BANK N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Credit Administration
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
ABN AMRO BANK N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President - Aerospace
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class A-2) dated as of June
___, 2001 (the "DEPOSIT AGREEMENT") between ▇▇▇▇▇ Fargo Bank Northwest, National
Association, as Escrow Agent, and ABM AMRO Bank N.V. (the "DEPOSITARY").
In accordance with Section 2.3(a)(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 [NAME],
ABA#___________, Account #_________, Attention: ___________________, Reference:
[Northwest Airlines 2001-1 EETC].
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By:
-------------------------
Name:
Title:
EXHIBIT B
Page 1
EXHIBIT C
NOTICE OF REPLACEMENT WITHDRAWAL
ABN AMRO BANK N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Credit Administration
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
ABN AMRO BANK N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Vice President - Aerospace
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class A-2) dated as of June
___, 2001 (the "DEPOSIT AGREEMENT") between ▇▇▇▇▇ Fargo Bank Northwest, National
Association, as Escrow Agent, and ABM AMRO Bank N.V. (the "DEPOSITARY").
In accordance with Section 2.3(a)(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 to _____________ at [NAME], ABA #___________, Account
#____________________, Attention: ___________________, Reference: Northwest
Airlines 2001-1 EETC [and to pay accrued interest thereon to the Paying Agent at
_____________, ABA #_____________, Acct. No. _________, Reference: Northwest
Airlines 2001-1 EETC].(1) [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
Northwest Airlines 2001-1 EETC.](2)
----------
(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 Payment
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 Payment
Agent Agreement).
EXHIBIT C
Page 1
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By:
-------------------------
Name:
Title:
Dated: ________________, _____
EXHIBIT C
Page 2
EXHIBIT D
NOTICE OF SERIES D NON-ISSUANCE WITHDRAWAL
ABN AMRO Bank N.V.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Deposit Agreement (Class A-2) dated as of June __,
2001 (the "DEPOSIT AGREEMENT") between ▇▇▇▇▇ Fargo Bank Northwest, National
Association, as Escrow Agent, and ABN AMRO Bank, N.V., as Depositary (the
"DEPOSITARY").
In accordance with Section 2.3 of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of each of the following
Deposits: Deposit Account No.[s] _________.
With respect to each such Deposit, the undersigned hereby directs the
Depository to redeposit $[specify amount of each Deposit separately] as new
deposits pursuant to Section 2.4 of the Deposit Agreement.
The undersigned hereby directs the Depository to pay on [specify payment
date] the balance of the above Deposits not to be redeposited pursuant to 2.4 of
the Deposit Agreement, together with accrued interest thereon to such date of
payment to the Paying Agent at [NAME] ABA #_______, Account #_______,
Attention: _______, Reference: [Northwest Airlines 2001-1 EETC].
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By:
-------------------------
Name:
Title:
EXHIBIT D
Page 1