EXECUTION COPY
- --------------------------------------------------------------------------------
DEPOSIT AGREEMENT
(Class B)
Dated as of March 28, 2002
between
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
as Escrow Agent
and
INTESABCI S.P.A., acting through its
NEW YORK BRANCH,
as Depositary
- --------------------------------------------------------------------------------
DEPOSIT AGREEMENT (Class B) dated as of March 28, 2002 (as amended,
modified or supplemented from time to time, this "Agreement") between WELLS
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") 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, Inc. ("Amtran") and PK AirFinance
US, Inc. (the "Purchaser", and together with its transferees and assigns as
owners of the Certificates, the "Investors") which provides for the purchase of
the American Trans Air Pass Through Trust, Series 2002-1B Certificates (the
"Certificates");
WHEREAS, ATA, 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 2002-1B Pass
Through Trust pursuant to which the Certificates are being issued;
WHEREAS, 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"),
pursuant to which the Pass Through Trustee, utilizing a portion of the proceeds
from the sale of the Certificates (the "Net Proceeds"), 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 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 an Escrow and Paying Agent Agreement
(Class B), 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 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, subject to withdrawal upon
request of and proper
-2-
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 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 hereby
instructs the Depositary, and the Depositary agrees, to establish (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 date of this Agreement (the "Deposit
Date") in immediately available funds by wire transfer to the Depositary at One
William Street, New York, NY 10004, ABA #026005319, Attention: Paul Florcruz,
Reference: American Trans Air 2002-1B, and the Depositary shall accept from the
Purchaser, on behalf of the Escrow Agent, the Net Proceeds in the amount of
US$24,391,148.66. 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
-3-
"Deposit" and, collectively, the "Deposits") and (ii) credit each Deposit to the
related Account as set forth therein. No amount shall be deposited in any
Account other than the related Deposit.
SECTION 2.2. Interest. Each Deposit shall bear interest from and
including the date of deposit to but excluding the date of withdrawal at the
rate of 10.699% per annum (calculated on the basis of a year of twelve 30-day
months) 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 each Prepayment Withdrawal and the
Final Withdrawal (as defined below), commencing on May 20, 2002 all in
accordance with the terms of this Agreement (whether or not any such Deposit is
withdrawn on an Interest Payment Date). Interest accrued on any Deposit that is
withdrawn pursuant to a Notice of Purchase Withdrawal (as defined below) shall
be paid on the next Interest Payment Date, notwithstanding any intervening Final
Withdrawal (as defined below). In addition, interest accrued on any Deposit that
is withdrawn pursuant to a Notice of Replacement Withdrawal (as defined below)
but not paid on the date of the Replacement Withdrawal shall be paid on the next
Interest Payment Date.
SECTION 2.3. Withdrawals. (a) On and after the date seven 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 September 29, 2002 and there
are unwithdrawn Deposits on such date, the Depositary shall pay the amount of
the Final Withdrawal to the Paying Agent on October 14, 2002.
4
(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.
(iii) The Escrow Agent may, by providing at least 15 days'
prior notice of withdrawal to the Depositary in the form of Exhibit D hereto (a
"Notice of Prepayment Withdrawal"), withdraw all or a portion of the Deposit
together with all accrued and unpaid interest thereon to but excluding the
specified date of withdrawal (a "Prepayment Withdrawal"), on such date as shall
be specified in such Notice of Prepayment Withdrawal. Following such withdrawal
the balance in the Account shall be reduced by the amount of the withdrawal.
Upon any Prepayment Withdrawal, the Depositary shall pay to the Paying Agent the
amount requested in the related Notice of Prepayment Withdrawal.
(c) If the Depositary receives a duly completed Notice of Purchase
Withdrawal, Notice of Prepayment 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 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.
5
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 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, any Prepayment Withdrawal or
any Final Withdrawal, directly to the Paying Agent at Wilmington Trust Company,
Wilmington, DE, ABA # 031-100-092, Account No. 57831-0, Attention: Jeanne Oller,
Reference: American Trans Air 2002-1B, 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 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
6
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 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.
7
New York Branch, One William Street, New York, NY 10004, Attention: Paul
Florcruz, Dealing Room (Telecopier: 212-422-6235) or (y) in the case of the
Escrow Agent, Wells Fargo Bank Northwest, National Association, 79 South Main
Street, 3rd Floor, Salt Lake City, UT 84111, Attention: Corporate Trust Services
(Telecopier: (801) 246-5053), in each case, with a copy to the Pass Through
Trustee, Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, DE 19890, Attention: Corporate Trust Administration
(Telecopier: (302) 636-4140), to ATA, 7337 West Washington Street, Attention:
Kenneth K. Wolff, Chief Financial Officer (Telecopier: (317) 240-7091) and to
the Purchaser, PK AirFinance US, Inc., 400 Madison Avenue, New York, NY 10017,
Attention: Vice-President-Marketing (Telecopier: 212-397-9393) with a copy to PK
AirFinance, S.A., European Bank and Business Center, 6D Route de Treves,
Senningerberg, 2633 Luxembourg, Attention: Vice-President - Marketing,
(Telecopier: 352- 3480-50) and Dewey Ballantine LLP, 1301 Avenue of the
Americas, New York, NY 10019, Attention: Joseph M. Juhas, Esq./Dev. R. Sen, Esq.
(Telecopier: 212-259-6333) (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 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.
8
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.t
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 Deposit Agreement (Class B) to be duly executed as of the day and year
first above written.
WELLS 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 B)
Aircraft
Deposit Date Tail No. Deposit Amount Account No.
------------ -------- -------------- -----------
March 28, 2002 N320TZ $6,147,939.09 12060 081 004
March 28, 2002 N322TZ $6,161,827.96 12060 081 006
March 28, 2002 N324TZ $6,109,566.93 12060 081 008
March 28, 2002 N325TZ $5,971,814.68 12060 081 0010
EXHIBIT A
NOTICE OF PURCHASE WITHDRAWAL
IntesaBci S.p.A., New York Branch
One William Street
New York, NY 10004
Attention: Paul Florcruz
Telecopier: 212-422-6235
Gentlemen:
Reference is made to the Deposit Agreement (Class B) dated as of
March 28, 2002 (as amended, modified or supplemented from time to time in
accordance with the terms thereof, the "Deposit Agreement") between Wells 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 Deposit Agreement.
In accordance with Section 2.3(a) of the 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
_________ __, 2002, upon the telephonic request of a representative of
Wilmington Trust Company, the Pass Through Trustee.
WELLS 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
One William Street
New York, NY 10004
Attention: Paul Florcruz
Telecopier: 212-422-6235
Gentlemen:
Reference is made to the Deposit Agreement (Class B) dated as of
March 28, 2002 (as amended, modified or supplemented from time to time in
accordance with the terms thereof, the "Deposit Agreement") between Wells 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 Deposit Agreement.
In accordance with Section 2.3(b) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all Deposits
(as defined in the Deposit Agreement).
The undersigned hereby directs the Depositary to pay, on
___________, 2002, 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 2002-1B.
WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By
------------------------
Name:
Title:
Dated: _________, _____
EXHIBIT C
NOTICE OF REPLACEMENT WITHDRAWAL
IntesaBci S.p.A., New York Branch
One William Street
New York, NY 10004
Attention: Paul Florcruz
Telecopier: 212-422-6235
Gentlemen:
Reference is made to the Deposit Agreement (Class B) dated as of
March 28, 2002 (as amended, modified or supplemented from time to time in
accordance with the terms thereof, the "Deposit Agreement") between Wells 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 Deposit Agreement.
In accordance with Section 2.3(b)(ii) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all Deposits
[plus all accrued and unpaid interest on the Deposits to but excluding the date
of withdrawal] for payment on _______________, 2002.
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 2002-1B [and to pay accrued and unpaid interest
thereon to the Paying Agent at ___________, ABA #___________, Acct. No.
___________, Reference: American Trans Air 2002-1B].
WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By:
-----------------------
Name:
Title:
Dated: _________, _____
EXHIBIT D
NOTICE OF PREPAYMENT WITHDRAWAL
IntesaBci S.p.A., New York Branch
One William Street
New York, NY 10004
Attention: Paul Florcruz
Telecopier: 212-422-6235
Gentlemen:
Reference is made to the Deposit Agreement (Class B) dated as of
March 28, 2002 (as amended, modified or supplemented from time to time in
accordance with the terms thereof, the "Deposit Agreement") between Wells 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 Deposit Agreement.
In accordance with Section 2.3(b)(iii) of the Deposit Agreement,
the undersigned hereby requests the withdrawal of the following amount of the
Deposit: $______________, Account No.:__________________ plus all accrued and
unpaid interest on such Deposits to but excluding the date of withdrawal for
payment on _______________, 2002.
The undersigned hereby directs the Depositary to pay the proceeds
of the Deposits and accrued and unpaid interest thereon to the Paying Agent at
___________, ABA #___________, Acct. No. ___________, Reference: American Trans
Air 2002-1B.
WELLS FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION,
as Escrow Agent
By:
-----------------------
Name:
Title:
Dated: _________, _____