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EXHIBIT 4.4
This Trust Supplement No. 1996-1C, dated as of November 26, 1996
(herein called the "Trust Supplement"), between America West Airlines, Inc., a
Delaware corporation (the "Company"), and Fleet National Bank (the "Trustee"),
to the Pass Through Trust Agreement, dated as of November 26, 1996, between the
Company and the Trustee (the "Basic Agreement").
W I T N E S S E T H:
WHEREAS, the Basic Agreement, unlimited as to the aggregate principal
amount of Certificates (unless otherwise specified herein, capitalized terms
used herein without definition having the respective meanings specified
heretofore in the Basic Agreement) which may be issued thereunder, has
heretofore been executed and delivered:
WHEREAS, each Owner Trustee, acting on behalf of its respective Owner
Participant, will issue, on a non-recourse basis, Equipment Notes, among other
things, to refinance the outstanding debt portion of the purchase price of the
aircraft and spare engines purchased by such Owner Trustee and leased to the
Company pursuant to the related Lease;
WHEREAS, pursuant to the terms and conditions of the Basic Agreement as
supplemented by this Trust Supplement (the "Agreement"), the Trustee shall
purchase such Equipment Notes issued by each Owner Trustee having the same
interest rate as, and final maturity dates not later than the final Regular
Distribution Date of, the Certificates issued hereunder and shall hold such
Equipment Notes in trust for the benefit of the Certificateholders;
WHEREAS, the Trustee hereby declares the creation of the America West
Airlines Pass Through Trust 1996-1C (the "1996-1C Trust") for the benefit of the
Certificateholders, and the initial Certificateholders as the grantors of the
1996-1C Trust, by their respective acceptances of the Certificates, join in the
creation of this 1996-1C Trust with the Trustee;
WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed,
have been done, performed and fulfilled, and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all respects
duly authorized;
WHEREAS, this Trust Supplement is subject to the provisions of the
Trust Indenture Act of 1939, as amended, and shall, to the extent applicable, be
governed by such provisions;
NOW THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:
Series 1996-1C Trust Supplement
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ARTICLE I
THE CERTIFICATES
Section 1.01. The Certificates. There is hereby created a series of
Certificates to be issued under the Agreement to be distinguished and known as
"America West Airlines Pass Through Certificates, Series 1996-1C" (hereinafter
defined as the "Series 1996-1C Certificates"). Each Series 1996-1C Certificate
represents a Fractional Undivided Interest in the 1996-1C Trust created hereby.
The terms and conditions applicable to the Series 1996-1C Certificates
are as follows:
(a) The aggregate principal amount of the Series 1996-1C
Certificates that shall be authenticated under the Agreement (which
limit shall not pertain to Series 1996-1C Certificates authenticated
and delivered upon registration of transfer for, or in lieu of, other
Series 1996-1C Certificates pursuant to Sections 3.03, 3.04 and 3.05 of
the Basic Agreement) upon their initial issuance is $37,747,000. The
parties hereto acknowledge that the provisions of Section 2.02(b) of
the Basic Agreement are of no force or effect with respect to the
Series 1996-1C Certificates.
(b) The Regular Distribution Dates with respect to any payment
of Scheduled Payments means each January 2 and July 2 commencing
January 2, 1997, until payment of all of the Scheduled Payments to be
made under the Equipment Notes has been made.
(c) The Final Legal Distribution Date is January 2, 2006.
(d) The Special Distribution Date with respect to a Special
Payment shall be the date specified as such in the notice the Trustee
must give with respect to such Special Payment pursuant to Section
4.02(c) of the Basic Agreement, which date shall be the date specified
as the Special Distribution Date (as defined in the Intercreditor
Agreement) with respect to the related Special Payment (as defined in
the Intercreditor Agreement) in the applicable written notice given to
the Trustee pursuant to Section 2.4(a) of the Intercreditor Agreement.
(e) (i) The Series 1996-1C Certificates shall be substantially
in the form attached hereto as Exhibit A. Each purchaser of Series
1996-1C Certificates will be deemed to represent that either (A) the
assets of an employee benefit plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or of a
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plan subject to Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code"), have not been used to purchase Series 1996-1C
Certificates or (B) the purchase and holding of Series 1996-1C
Certificates is exempt from the prohibited transaction restrictions of
ERISA and the Code pursuant to Prohibited Transaction Class Exemption
95-60 (promulgated under ERISA and the Code).
(ii) The Series 1996-1C Certificates shall be Book-Entry
Certificates.
(f) The Scheduled Payments of principal shall be as set forth
in Exhibit B.
(g) The proceeds of the Series 1996-1C Certificates shall be
used to purchase the Series C Equipment Notes in the principal amount
specified below:
Equipment Note Principal Amount Maturity
-------------- ---------------- --------
N624AW-C $ 4,476,247 January 2, 2002
N626AW-C 4,476,247 January 2, 2002
N631AW-C 4,476,247 January 2, 2002
N633AW-C 4,532,787 July 2, 2004
N634AW-C 4,552,621 January 2, 2002
N635AW-C 4,552,621 January 2, 2002
N636AW-C 4,552,621 January 2, 2002
N637AW-C 4,552,621 January 2, 2002
V0025-C 524,996 January 2, 2004
V0049-C 524,996 January 2, 2004
V0019-C 524,996 January 2, 2004
(h) Each Owner Trustee, acting on behalf of its respective
Owner Participant, will issue on a non-recourse basis, the Equipment
Notes, the proceeds of which shall be used, among other things, to
refinance the outstanding debt portion of the purchase price to such
Owner Trustee of the following Equipment:
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U.S. Registration
Number/Manufacturer's
Equipment Serial Number
--------- -------------
Airbus A320-231 N624AW/55
Airbus A320-231 N626AW/65
Airbus A320-231 N631AW/77
Airbus A320-231 N633AW/82
Airbus A320-231 N634AW/091
Airbus A320-231 N635AW/092
Airbus A320-231 N636AW/098
Airbus A320-231 N637AW/099
IAE V2500 NA/V0025
IAE V2500 NA/V0049
IAE V2500 NA/V0019
(i) The related Note Documents are listed on Exhibit C.
(j) (i) The Trustee and the Other Trustees are parties to the
Intercreditor Agreement which sets forth certain terms of subordination
and other matters. The Series 1996-1C are junior in right of payment to
the America West Airlines Pass Through Certificates, Series 1996-1A and
the America West Airlines Pass Through Certificates, Series 1996-1B and
senior in right of payment to the America West Airlines Pass Through
Certificates, Series 1996-1D and the America West Airlines Pass Through
Certificates, Series 1996-1E.
(ii) The holders of Series 1996-1C Certificates may
purchase America West Airlines Pass Through Certificates, Series
1996-1A and America West Airlines Pass Through Certificates, Series
1996-1B and the Series 1996-1C Certificates may be purchased by the
holders of certain series of Certificates with a lower seniority as
provided in Article III hereof and as further set forth in Section
6.01(b) of the Basic Agreement.
(k) Notice of the termination of the Series 1996-1C Trust
shall be mailed promptly by the Trustee to Certificateholders not
earlier than the 60th day and not later than the 20th day next
preceding such final distribution.
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ARTICLE II
DEFINITIONS
Section 2.01. Definitions. For all purposes of the Basic Agreement as
supplemented by this Trust Supplement, the following capitalized term has the
following meaning:
Intercreditor Agreement: Means the Intercreditor Agreement dated as of
the date hereof among the Trustee, the Other Trustees, the Liquidity Providers
named therein and Fleet National Bank, as Subordination Agent, as amended,
supplemented or otherwise modified from time to time in accordance with its
terms.
Liquidity Facility: Means, initially, the Irrevocable Revolving Credit
Agreement dated as of November 26, 1996, between Fleet National Bank, as
Subordination Agent, as agent and trustee for the 1996-1C Trust, and Kredietbank
N.V., acting through its New York branch, and, from and after the replacement of
such Agreement pursuant hereto, the Replacement Liquidity Facility therefor, if
any, in each case as amended, supplemented or otherwise modified from time to
time in accordance with its terms.
Other Agreements: Means (i) the Basic Agreement as supplemented by
Trust Supplement No. 1996-1A dated the date hereof relating to America West
Airlines 1996-1A Pass Through Trust, (ii) the Basic Agreement as supplemented by
Trust Supplement No. 1996-1B dated the date hereof relating to America West
Airlines 1996-1B Pass Through Trust, (iii) the Basic Agreement as supplemented
by Trust Supplement No.1996-1D dated the date hereof relating to America West
Airlines 1996-1D Pass Through Trust and (iv) the Basic Agreement as supplemented
by Trust Supplement No. 1996-1E dated the date hereof relating to America West
Airlines 1996-1E Pass Through Trust.
Other Trustees: Means the trustee under the Other Agreements, and any
successor or other trustee appointed as provided therein.
Plan Transferee: Means any Plan or other entity that is using the
assets of any Plan to purchase or hold its interest in a Series 1996-1C
Certificate. For purposes of this definition, a "Plan" means any employee
benefit plan subject to ERISA as well as any plan that is not subject to ERISA
but which is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended.
PTC Event of Default: Means the failure to pay within 10 Business Days
of the due date thereof: (i) the outstanding Pool Balance of the Series 1996-1C
Certificates on the Final Legal
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Distribution Date for such Certificates or (ii) interest due on such
Certificates on any Distribution Date (unless the Subordination Agent shall have
made an Interest Drawing (as defined in the Intercreditor Agreement) with
respect thereto in an amount sufficient to pay such interest and shall have
distributed such amount to the holders of the Certificates entitled thereto).
Special Payment: Means any payment (other than a Scheduled Payment) in
respect of, or any proceeds of, any Equipment Note or Trust Indenture Estate (as
defined in each Indenture), including Overdue Scheduled Payments (as defined in
the Intercreditor Agreement), payments in respect of the redemption or
repurchase of any Equipment Note and payments in respect of the sale, of any
Equipment Note to the related Owner Trustee, Owner Participant or any other
Person.
Trust Property: Means (i) the Equipment Notes held as the property of
the Trust and all monies at any time paid thereon and all monies due and to
become due thereunder, (ii) funds from time to time deposited in the Certificate
Account and the Special Payments Account, and (iii) all rights of the Trust and
the Trustee, on behalf of the Trust, under the Intercreditor Agreement and the
Liquidity Facility, including, without limitation, all rights to receive certain
payments thereunder, and all monies paid to the Trustee on behalf of the Trust
pursuant to the Intercreditor Agreement or the Liquidity Facility.
Underwriter: Means Morgan Stanley & Co. Incorporated, Citicorp
Securities, Inc., Lehman Brothers Inc. and Salomon Brothers Inc.
ARTICLE III
PURCHASE RIGHTS OF CERTIFICATEHOLDERS
Section 3.01. (i) At any time after the occurrence and during the
continuation of a Triggering Event, each Certificateholder shall have the right
(which shall not expire upon any purchase of the Class A Certificates pursuant
to the Class B Trust Agreement) to purchase all, but not less than all, of the
Class A Certificates and the Class B Certificates upon ten days' written notice
to the Class A Trustee, the Class B Trustee and each other Certificateholder,
provided that (A) if prior to the end of such ten day period any other
Certificateholder notifies such purchasing Certificateholder that such other
Certificateholder wants to participate in such purchase, then such other
Certificateholder may join with the purchasing Certificateholder to purchase
all, but not less than all, of the
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Class A Certificates and the Class B Certificates pro rata based on the
outstanding principal amount of the Certificates held by each such
Certificateholder and (B) if prior to the end of such ten-day period any other
Certificateholder fails to notify the purchasing Certificateholder of such other
Certificateholder's desire to participate in such a purchase, then such other
Certificateholder shall lose its right to purchase the Class A Certificates and
Class B Certificates pursuant to this Section and Section 6.01(b) of the Basic
Agreement.
(ii) By acceptance of its Certificate, each Certificateholder agrees that at
any time after the occurrence and during the continuation of a Triggering Event,
(1) each Class D Certificateholder shall have the right (which
shall not expire upon any purchase of the Class A Certificates pursuant
to the Class B Trust Agreement or the purchase of the Class A
Certificates and the Class B Certificates pursuant to paragraph (i)
above) to purchase all, but not less than all, of the Class A
Certificates, the Class B Certificates and the Series 1996-1C
Certificates upon ten days' written notice to the Class A Trustee, the
Class B Trustee, the Trustee and each other Class D Certificateholder,
provided that (A) if prior to the end of such ten-day period any other
Class D Certificateholder notifies such purchasing Class D
Certificateholder that such other Class D Certificateholder wants to
participate in such purchase, then such other Class D Certificateholder
may join with the purchasing Certificateholder to purchase all, but not
less than all, of the Class A Certificates, the Class B Certificates
and the Series 1996-1C Certificates pro rata based on the Fractional
Undivided Interest in the Class D Trust held by each such Class D
Certificateholder and (B) if prior to the end of such ten day period
any other Class D Certificateholder fails to notify the purchasing
Class D Certificateholder of such other Class D Certificateholder's
desire to participate in such a purchase, then such other Class D
Certificateholder shall lose its right to purchase the Class A
Certificates, the Class B Certificates, and the Series 1996-1C
Certificates pursuant to this Section and Section 6.01(b) of the Basic
Agreement; and
(2) each Class E Certificateholder shall have the right (which
shall not expire upon any purchase of the Class A Certificates pursuant
to the Class B Trust Agreement, the purchase of the Class A
Certificates and the Class B Certificates pursuant to paragraph (i)
above or the purchase of the Class A Certificates, the Class B
Certificates and the Class C Certificates pursuant to clause (ii)(1)
above) to purchase all, but not less than all, of the Class A
Certificates, the Class B Certificates,
Series 1996-1C Trust Supplement
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the Series 1996-1C Certificates and the Class D Certificates upon ten
days' written notice to the Class A Trustee, the Class B Trustee, the
Trustee, the Class D Trustee and each other Class E Certificateholder,
provided that (A) if prior to the end of such ten-day period any other
Class E Certificateholder notifies such purchasing Class E
Certificateholder that such other Class E Certificateholder wants to
participate in such purchase, then such other Class E Certificateholder
may join with the purchasing Certificateholder to purchase all, but not
less than all, of the Class A Certificates, the Class B Certificates,
the Series 1996-1C Certificates and the Class D Certificates pro rata
based on the Fractional Undivided Interest in the Class E Trust held by
each such Class E Certificateholder and (B) if prior to the end of such
ten day period any other Class E Certificateholder fails to notify the
purchasing Class E Certificateholder of such other Class E
Certificateholder's desire to participate in such a purchase, then such
other Class E Certificateholder shall lose its right to purchase the
Class A Certificates, the Class B Certificates, the Series 1996-1C
Certificates and the Class D Certificates pursuant to this Section and
Section 6.01(b) of the Basic Agreement.
As used in this Article III, the terms "Class A Certificate", "Class A
Trustee", ""Class B Certificate", "Class B Trust Agreement", "Class B Trustee",
"Class D Certificate", "Class D Certificateholder", "Class D Trust", "Class D
Trustee", "Class E Certificateholder" and "Class E Trust" shall have the
respective meanings assigned to such terms in the Intercreditor Agreement.
ARTICLE IV
THE TRUSTEE
Section 4.01. The Trustee. The Trustee is hereby directed to
execute and deliver the Intercreditor Agreement on or prior to the Issuance Date
in the form delivered to the Trustee by the Company. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Trust Supplement or the due execution hereof by the Company,
or for or in respect of the recitals and statements contained herein, all of
which recitals and statements are made solely by the Company.
Except as herein otherwise provided, no duties,
responsibilities or liabilities are assumed, or shall be construed to be assumed
by the Trustee by reason of this Trust Supplement other than as set forth in the
Basic Agreement, and this Trust Supplement is executed and accepted on behalf of
the
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Trustee, subject to all the terms and conditions set forth in the Basic
Agreement, upon the effectiveness thereof, as fully to all intents as if the
same were herein set forth at length.
The Trustee represents and warrants that the Intercreditor
Agreement will be duly executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. Basic Agreement Ratified. Except and so far as herein
expressly provided, all of the provisions, terms and conditions of the Basic
Agreement are in all respects ratified and confirmed; and the Basic Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.
Section 5.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE
SERIES 1996-1C CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 5.03. Execution in Counterparts. This Trust Supplement may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
Series 1996-1C Trust Supplement
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement to be duly executed by their respective officers thereto duly
authorized, as of the day and year first written above.
AMERICA WEST AIRLINES, INC.
By:___________________________
Name:_________________________
Title:________________________
FLEET NATIONAL BANK,
as Trustee
By:___________________________
Name:_________________________
Title:________________________
Series 1996-1C Trust Supplement
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EXHIBIT A
FORM OF CERTIFICATE
[Include on each Certificate that is a Global Certificate: UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.](1)
BY ITS ACQUISITION HEREOF, THE HOLDER REPRESENTS THAT (A) IT IS NOT A PLAN
TRANSFEREE (AS DEFINED IN THE TRUST AGREEMENT) OR (B) IT IS AN INSURANCE COMPANY
USING THE ASSETS OF ITS GENERAL ACCOUNT TO ACQUIRE THIS CERTIFICATE, AND THE
CONDITIONS OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 ISSUED BY THE U.S.
DEPARTMENT OF LABOR HAVE BEEN AND WILL CONTINUE TO BE SATISFIED IN CONNECTION
WITH ITS PURCHASE AND HOLDING OF THIS CERTIFICATE. THE TRUST AGREEMENT CONTAINS
A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.
AMERICA WEST AIRLINES PASS THROUGH TRUST 1996-1C
Pass Through
Certificate, Series 1996-1C
Issuance Date: November 26, 1996
Final Legal Distribution Date: January 2, 2006
Evidencing A Fractional Undivided Interest In the 1996-1C Trust, The
Property Of Which Includes Certain Equipment Notes Each Secured By An
Aircraft or Spare Engine Leased To America West Airlines, Inc.
Certificate No.__________ $_____________ Fractional Undivided Interest
representing 0._ % of the Trust per $1,000 of
Reference Principal Amount
CUSIP No. 023654-AC0
THIS CERTIFIES THAT _________________________, for value
received, is the registered owner of a Fractional Undivided Interest in the
amount of $ ____________________(the "Reference Principal Amount") in the
America West Airlines 1996-1C Pass Through Trust 1996-1C (the "Trust") created
by Fleet National Bank, as trustee (the "Trustee"), pursuant to a Pass Through
Trust Agreement, dated as of November 26, 1996 (the "Basic
- --------
(1) Not necessarily applicable in respect of one
Certificate in definitive form.
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Agreement"), between the Trustee and America West Airlines, Inc., a Delaware
corporation (the "Company"), as supplemented by Trust Supplement No. 1996-1C
thereto, dated as of November 26, 1996 (collectively, the "Agreement"), between
the Trustee and the Company, a summary of certain of the pertinent provisions of
which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement. This Certificate is one of the duly authorized Certificates
designated as "America West Airlines Pass Through Certificates, Series 1996-1C"
(herein called the "Certificates"). This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement and the
Intercreditor Agreement, to which agreements the Certificateholder of this
Certificate by virtue of the acceptance hereof assents and by which such
Certificateholder is bound. The property of the Trust includes certain Equipment
Notes and all rights of the Trust to receive payments under the Intercreditor
Agreement and the Liquidity Facility (the "Trust Property"). Each issue of the
Equipment Notes is secured by a security interest in the Equipment leased to the
Company.
Each of the Certificates represents a Fractional Undivided Interest in
the Trust and the Trust Property and has no rights, benefits or interest in
respect of any other separate trust established pursuant to the terms of the
Basic Agreement for any other series of certificates issued pursuant thereto.
The undivided percentage interest in the Trust represented by each of this
Certificate (as specified above) and the other America West Airlines Pass
Through Certificates, Series 1996-1C, was determined on the basis of (x) the
aggregate of the Reference Principal Amount of this Certificate (as specified
above) and of the other America West Airlines Pass Through Certificates, Series
1996-1C and (y) the aggregate original principal amounts of the Equipment Notes
constituting the Trust Property.
Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed on each January 2 and July 2 (a "Regular Distribution Date")
commencing January 2, 1997 to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular Distribution Date, the receipt of which has
been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement, in the event that Special Payments on the Equipment Notes are
received by the Trustee, from funds then available to the Trustee, there shall
be distributed on the applicable Special Distribution Date, to the Person in
whose name this Certificate
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is registered at the close of business on the 15th day preceding the Special
Distribution Date, an amount in respect of such Special Payments on the
Equipment Notes, the receipt of which has been confirmed by the Trustee, equal
to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Special Payments so received.
If a Regular Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day with
the same force and effect as if made on such Regular Distribution Date or
Special Distribution Date and no interest shall accrue during the intervening
period. The Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Certificateholder of this Certificate.
Distributions on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto, without the presentation or surrender of
this Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after notice mailed by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Trustee specified in such notice.
The Certificates do not represent an obligation of, or an obligation
guaranteed by, or an interest in, the Company or the Trustee or any affiliate
thereof. The Certificates are limited in right of payment, all as more
specifically set forth herein and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the entire Agreement and reference is
made to the Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby. A copy of the
Agreement may be examined during normal business hours at the principal office
of the Trustee, and at such other places, if any, designated by the Trustee, by
any Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company
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and the Trustee with the consent of the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust. Any such consent by the Certificateholder of this
Certificate shall be conclusive and binding on such Certificateholder and upon
all future Certificateholders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Certificateholders of any of the Certificates.
As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the Register
upon surrender of this Certificate for registration of transfer at the offices
or agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar, duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in denominations of $1,000 Fractional Undivided Interests and integral
multiples thereof, provided, that one Certificate may be in a different
denomination. As provided in the Agreement and subject to certain limitations
therein set forth, the Certificates are exchangeable for new Certificates of
authorized denominations evidencing the same aggregate Fractional Undivided
Interest in the Trust, as requested by the Certificateholder surrendering the
same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.
The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Trustee, the Registrar, nor
any such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be
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distributed to them pursuant to the Agreement and the disposition of all
property held as part of the Trust Property.
THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO
THE CONFLICT OF LAWS PROVISIONS OF THE STATE OF NEW YORK.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
AMERICA WEST AIRLINES PASS
THROUGH TRUST 1996-1C
By: FLEET NATIONAL BANK,
as Trustee
By:___________________________
Name:_________________________
Title:________________________
Dated: _______________
Series 1996-1C Trust Supplement
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[FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
This is one of the Certificates referred to in the within-mentioned Agreement.
FLEET NATIONAL BANK,
as Trustee
By:___________________________
Name:_________________________
Title:________________________
Series 1996-1C Trust Supplement
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EXHIBIT B
REGULAR DISTRIBUTION DATES
AND
SCHEDULED PAYMENTS
Regular Distribution Date Scheduled Payment
- ------------------------- -----------------
January 2, 1997 $ 0
July 2, 1997 754,954
January 2, 1998 0
July 2, 1998 754,957
January 2, 1999 0
July 2, 1999 1,650,545
January 2, 2000 4,311,287
July 2, 2000 7,926,045
January 2, 2001 9,248,501
July 2, 2001 7,342,101
January 2, 2002 3,530,080
July 2, 2002 23,766
January 2, 2003 657,567
July 2, 2003 630,129
January 2, 2004 98,301
July 2, 2004 818,767
Series 1996-1C Trust Supplement
18
EXHIBIT C
Related Note Documents
Series 1996-1C Trust Supplement