EXECUTION COPY
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DELAYED 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
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DELAYED 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"), 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 2002-1B Pass Through Trust pursuant to which the American
Trans Air Pass Through Trust, Series 2002-1B Certificates (the "Class B
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 PK AirFinance US, Inc. (the "Purchaser", and together with its
transferees and assigns as owners of the Class B Certificates, the "Investors")
which provides for the purchase of the Class B Certificates;
WHEREAS, ATA and Amtran have entered into a separate letter agreement
with the Purchaser providing for the purchase of an additional $26,904,000
principal amount of the Class B Certificates (the "Additional Class B
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 B 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 an Escrow and Paying Agent Agreement
(Class B), dated as of the date hereof (as amended,
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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 Funding Date. The Escrow Agent hereby instructs the
Depositary, and the Depositary agrees, to
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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 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$20,130,900.
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 10.699% (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 B 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 #
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
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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 federal or state governmental
authority or regulatory body is required for the execution, delivery or
performance by it of this Agreement.
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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, 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
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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 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.
------------ -------- -------------- -----------
October 15, 2002 N327TZ $6,727,200.00 12060 081 0014
October 15, 2002 N328TZ $6,727,200.00 12060 081 0016
October 15, 2002 N329TZ $6,676,500.00 12060 081 0018
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 Delayed 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 "Delayed 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 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.
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 Delayed 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 "Delayed 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 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 2002-1B.
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 Delayed 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 "Delayed 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 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
2002-1B [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: _________, ____