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Title: |
Deposit Agreement |
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Entities: |
ABN AMRO Bank N.V.; Chase Securities Inc.; Salomon Smith Barney Inc.; Smith Barney Inc.; US Airways Group, Inc. |
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Date: |
2000 |
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Size: |
Preview shows 7KB of 37KB total |
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Price: |
$37 |
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ID: |
#251290 |
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DEPOSIT AGREEMENT
(Class G)
Dated as of August 2, 2000
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
as Escrow Agent
and
ABN AMRO BANK N.V.,
acting through its Chicago Branch,
as Depositary
TABLE OF CONTENTS
Page
ARTICLE I FORMATION OF DEPOSITS..............................................2
Section 1.1 Acceptance of Depositary...................................2
Section 1.2 Establishment of Accounts..................................2
ARTICLE II MAINTENANCE OF DEPOSITS...........................................2
Section 2.1 Deposits...................................................2
Section 2.2 Interest...................................................2
Section 2.3 Withdrawals................................................3
Section 2.4 Other Accounts.............................................4
ARTICLE III TERMINATION......................................................4
ARTICLE IV PAYMENTS 4
ARTICLE V REPRESENTATIONS AND WARRANTIES.....................................5
ARTICLE VI TRANSFER 6
ARTICLE VII AMENDMENT........................................................6
ARTICLE VIII NOTICES.........................................................7
ARTICLE IX OBLIGATIONS UNCONDITIONAL.........................................7
ARTICLE X ENTIRE AGREEMENT...................................................7
ARTICLE XI GOVERNING LAW.....................................................7
ARTICLE XII SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL RIGHT...........8
ARTICLE XIII COUNTERPARTS....................................................8
ARTICLE XIV HEAD OFFICE OBLIGATION...........................................9
Schedule I Schedule of Deposits
Exhibit A Notice of Purchase Withdrawal
Exhibit B Notice of Final Withdrawal
This DEPOSIT AGREEMENT (Class G) dated as of August 2, 2000 (as
amended, modified or supplemented from time to time, this "Agreement")
between FIRST SECURITY BANK, 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 ABN AMRO Bank N.V., a banking
institution organized under the laws of The Netherlands, acting through its
Chicago branch, as depositary bank (the "Depositary").
W I T N E S S E T H
WHEREAS, US Airways, Inc. ("US Airways") and State Street Bank
and Trust Company of Connecticut, National Association, not in its
individual capacity except as otherwise expressly provided therein, but
solely as trustee (in such capacity, together with its successors in such
capacity, the "Pass Through Trustee") have entered into a Trust Supplement,
dated as of August 2, 2000 to the Pass Through Trust Agreement dated as of
July 30, 1999 (together, as amended, modified or supplemented from time to
time in accordance with the terms thereof, the "Pass Through Trust
Agreement") relating to US Airways Pass Through Trust 2000-2G pursuant to
which the US Airways Pass Through Trust, Series 2000-2G Certificates
referred to therein (the "Certificates") are being issued;
WHEREAS, US Airways and Credit Suisse First Boston Corporation,
ABN AMRO Incorporated, Chase Securities Inc. and Salomon Smith Barney Inc.
(collectively, the "Underwriters" and, together with their respective
transferees and assigns as registered owners of the Certificates, the
"Investors") have entered into an Underwriting Agreement dated as of July
24, 2000 pursuant to which the Pass Through Trustee will issue and sell the
Certificates to the Underwriters;
WHEREAS, US Airways, the Pass Through Trustee and certain other
persons concurrently herewith are entering into the Note Purchase
Agreement, dated as of the date hereof (the "Note Purchase Agreement"),
pursuant to which the Pass Through Trustee has agreed to acquire from time
to time on or prior to the Delivery Period Termination Date (as defined in
the Note Purchase Agreement) equipment notes (the "Equipment Notes") issued
to finance the acquisition of aircraft by US Airways, as lessee or as
owner, utilizing a portion of the proceeds from the sale of the
Certificates (the "Net Proceeds");
WHEREAS, the Escrow Agent, the Underwriters, the Pass Through
Trustee and State Street Bank and Trust Company of Connecticut, National
Association, as paying agent for the Escrow Agent (in such capacity,
together with its successors in such capacity, the "Paying Agent")
concurrently herewith are entering into an Escrow and Paying Agent
Agreement, dated as of the date hereof (as amended, modified or
supplemented from time to time in accordance with the terms thereof, the
"Escrow and Paying Agent Agreement"); and
WHEREAS, the Underwriters and the Pass Through Trustee intend
that the Net Proceeds be held in escrow by the Escrow Agent on behalf of
the Investors pursuant to the Escrow and Paying Agent Agreement, subject to
withdrawal upon request of and proper certification by the Pass Through
Trustee for the purpose of purchasing Equipment Notes, and that pending
such withdrawal the Net Proceeds be deposited by the Escrow Agent with the
Depositary pursuant to this Agreement, which provides for the Depositary to
pay interest for distribution to the Investors and to establish accounts
from which the Escrow Agent shall make withdrawals upon request of and
proper certification by the Pass Through Trustee.
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