Exhibit 4(a)(3)
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FIRST AMENDMENT
TO
TRUST INDENTURE AND SECURITY AGREEMENT
[NW 1997 L]
Dated as of
May 1, 1998
Between
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity,
except as expressly stated herein,
but solely as Owner Trustee,
Owner Trustee
and
STATE STREET BANK AND TRUST COMPANY,
not in its individual capacity,
except as expressly stated herein,
but solely as Indenture Trustee,
Indenture Trustee
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SECURED CERTIFICATES COVERING
ONE BRITISH AEROSPACE AVRO 146-RJ85A AIRCRAFT
BEARING U.S. REGISTRATION MARK N512XJ
LEASED BY NORTHWEST AIRLINES, INC.
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TABLE OF CONTENTS
Page
SECTION 1. Amendment of Second "Whereas" Clause of the Original Trust
Indenture.....................................................1
SECTION 2. Amendment of Third "Whereas" Clause of the Original Trust
Indenture.....................................................2
SECTION 3. Amendment of the Granting Clause of the Original Trust
Indenture.....................................................2
SECTION 4. Amendment of Section 1.01 of the Original Trust Indenture.....2
SECTION 5. Amendment of Section 2.07 of the Original Trust Indenture.....2
SECTION 6. Amendment of Sections 2.10(c), 2.10(d), 2.10(e) and 2.10(f)
of the Original Trust Indenture...............................2
SECTION 7. Amendment of Sections 2.12(a) of the Original Trust
Indenture.....................................................2
SECTION 8. Amendment of Section 2.13 of the Original Trust Indenture.....2
SECTION 9. Amendment of Sections 2.16, 2.17, 2.18, 2.19 and 2.20 of the
Original Trust Indenture......................................2
SECTION 10. Amendment of Section 3.01 of the Original Trust Indenture.....2
SECTION 11. Amendment of Section 3.02 of the Original Trust Indenture.....2
SECTION 12. Amendment of Section 9.01(a) of the Original Trust
Indenture.....................................................3
SECTION 13. Amendment of Section 9.01(c) of the Original Trust
Indenture.....................................................3
SECTION 14. Amendment of Schedule I to the Original Trust Indenture
and the Secured Certificates Issued Thereunder................3
SECTION 15. Amendment of Exhibit A to Original Trust Indenture............3
SECTION 16. Ratification..................................................3
SECTION 17. Miscellaneous.................................................3
ANNEX A Definitions
EXHIBIT A Form of Trust Agreement and Indenture Supplement
SCHEDULE I Secured Certificates Amortization
i
FIRST AMENDMENT TO
TRUST INDENTURE AND SECURITY AGREEMENT
[NW 1997 L]
This FIRST AMENDMENT TO TRUST INDENTURE AND SECURITY AGREEMENT [NW 1997 L],
dated as of May 1, 1998 (the or this "Amendment"), between FIRST SECURITY BANK,
NATIONAL ASSOCIATION, a national banking association, not in its individual
capacity, except as expressly stated in the Original Trust Indenture (as defined
below), but solely as Owner Trustee under the Trust Agreement (together with its
successors under the Trust Agreement, the "Owner Trustee"), and STATE STREET
BANK AND TRUST COMPANY, a Massachusetts trust company, not in its individual
capacity, except as expressly stated in the Original Trust Indenture, but solely
as Indenture Trustee hereunder (together with its successors hereunder, the
"Indenture Trustee"), hereby amends the Trust Indenture and Security Agreement
[NW 1997 L], dated as of September 25, 1997 (said Trust Indenture and Security
Agreement, prior to being amended hereby, the "Original Trust Indenture", and as
amended hereby, the "Trust Indenture"), between the Owner Trustee and the
Indenture Trustee.
Unless the context otherwise requires, capitalized terms utilized herein
shall have the respective meanings set forth in Annex A hereto for all purposes
of this Amendment.
W I T N E S S E T H:
WHEREAS, as contemplated by the Original Participation Agreement, the
Initial Owner Participant transferred the Beneficial Interest to the Owner
Participant pursuant to the Assignment and Assumption Agreement;
WHEREAS, concurrently with the execution and delivery of this Amendment,
the Owner Trustee, the Indenture Trustee, and certain other parties executed and
delivered the Participation Agreement;
WHEREAS, concurrently with the execution and delivery of this Amendment,
pursuant to Section 2.18 of the Original Trust Indenture the Indenture Trustee
released from the Collateral Account to the Owner Trustee an amount of cash
equal to the Debt Portion;
WHEREAS, pursuant to Section 1(c) of the Participation Agreement and
Section 2.20 of the Original Trust Indenture, the Owner Trustee hereby elects to
amend Schedule I to the Original Trust Indenture and Schedule I to each Secured
Certificate;
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
the parties hereto agree that the Original Trust Indenture is amended as
follows:
SECTION 1. Amendment of Second "Whereas" Clause of the Original Trust
Indenture. The second "Whereas" Clause of the Original Trust Indenture is
hereby amended by deleting "Initial" each time it appears therein.
SECTION 2. Amendment of Third "Whereas" Clause of the Original Trust
Indenture. The third "Whereas" Clause of the Original Trust Indenture is hereby
amended by deleting from clause (ii) thereof "mortgage and pledge by the Owner
Trustee to the Indenture Trustee, as part of the Trust Indenture Estate
hereunder of the Owner Trustee's right, title and interest in and to the Liquid
Collateral and after the Delivery Date the assignment,".
SECTION 3. Amendment of the Granting Clause of the Original Trust
Indenture. The Granting Clause of the Original Trust Indenture is hereby
amended by deleting clause (5) thereof in its entirety and inserting in lieu
thereof "[Intentionally Omitted]".
SECTION 4. Amendment of Section 1.01 of the Original Trust Indenture.
Section 1.01 of the Original Trust Indenture is hereby amended by deleting the
word "hereto" therein and inserting in lieu thereof "to the First Amendment to
Trust Indenture and Security Agreement [NW 1997 L], dated as of May 1, 1998,
between the Owner Trustee and the Indenture Trustee".
SECTION 5. Amendment of Section 2.07 of the Original Trust Indenture.
Section 2.07 of the Original Trust Indenture is hereby amended by inserting
"8(aa)," between "8(t)," and "10," in the penultimate sentence thereof.
SECTION 6. Amendment of Sections 2.10(c), 2.10(d), 2.10(e) and 2.10(f) of
the Original Trust Indenture. Sections 2.10(c), 2.10(d), 2.10(e) and 2.10(f) of
the Original Trust Indenture are hereby deleted in their entirety.
SECTION 7. Amendment of Sections 2.12(a) of the Original Trust Indenture.
Sections 2.12(a) of the Original Trust Indenture is hereby amended by deleting
the third, fourth, fifth and sixth sentences thereof.
SECTION 8. Amendment of Section 2.13 of the Original Trust Indenture.
Section 2.13 of the Original Trust Indenture is hereby amended by deleting
"Section 1(e)(i) or" from the first sentence thereof.
SECTION 9. Amendment of Sections 2.16, 2.17, 2.18, 2.19 and 2.20 of the
Original Trust Indenture. Sections 2.16, 2.17, 2.18, 2.19 and 2.20 of the
Original Trust Indenture are hereby deleted in their entirety.
SECTION 10. Amendment of Section 3.01 of the Original Trust Indenture.
Section 3.01 of the Original Trust Indenture is hereby amended by deleting "or
18(c)" from the first paragraph thereof.
SECTION 11. Amendment of Section 3.02 of the Original Trust Indenture.
Section 3.02 of the Original Trust Indenture is hereby amended by deleting
"Lessee Operative Documents" from the proviso thereof and inserting in lieu
thereof "Operative Documents".
SECTION 12. Amendment of Section 9.01(a) of the Original Trust Indenture.
The second sentence of Section 9.01(a) of the Original Trust Indenture is hereby
amended by (a) deleting "(or the Indenture Trustee, in the case of (i) or (ii)
below") therefrom and inserting in lieu thereof "or the Indenture Trustee,", (b)
inserting "and" before clause (ii) thereof, and (c) deleting clause (iii) and
the "and" which immediately precedes such clause.
SECTION 13. Amendment of Section 9.01(c) of the Original Trust Indenture.
Section 9.01(c) of the Original Trust Indenture is hereby amended by (a)
inserting "and" immediately prior to clause (ii) thereof and (b) deleting clause
(viii) thereof and the "and" which immediately precedes such clause.
SECTION 14. Amendment of Schedule I to the Original Trust Indenture and
the Secured Certificates Issued Thereunder. Schedule I to the Original Trust
Indenture is hereby amended by deleting such Schedule in its entirety and
replacing it with Schedule I attached hereto. Schedule I to each Secured
Certificate is hereby amended accordingly, and the Indenture Trustee shall
deliver an amended Schedule I to the registered holders of the Secured
Certificates.
SECTION 15. Amendment of Exhibit A to Original Trust Indenture. Exhibit A
to the Original Trust Indenture is hereby amended by deleting such Exhibit A in
its entirety and replacing it with Exhibit A attached hereto.
SECTION 16. Ratification. Except as hereby modified, the Original Trust
Indenture shall continue in full force and effect as originally executed. From
and after the date of this Amendment, each and every reference in the Trust
Indenture, as amended hereby, to "this Agreement", "herein", "hereof" or similar
words or phrases referring to the Trust Indenture or any word or phrase
referring to a section or provision of the Trust Indenture is deemed for all
purposes to be a reference to the Original Trust Indenture or such section or
provision as amended pursuant to this Amendment.
SECTION 17. Miscellaneous. THIS AMENDMENT SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS
AMENDMENT IS BEING DELIVERED IN THE STATE OF NEW YORK. This Amendment may be
executed by the parties hereto in separate counterparts (or upon separate
signature pages bound together into one or more counterparts), each of which
when so executed and delivered shall be an original, but all such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers thereunto duly authorized as of the day
and year first above written.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
not in its individual capacity, except as expressly
provided herein, but solely as Owner Trustee,
Owner Trustee
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
STATE STREET BANK AND TRUST
COMPANY,
not in its individual capacity, except as
expressly provided herein, but solely as
Indenture Trustee,
Indenture Trustee
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
EXHIBIT A TO FIRST
AMENDMENT TO TRUST
INDENTURE AND
SECURITY AGREEMENT
EXHIBIT A TO
TRUST INDENTURE
AND MORTGAGE
TRUST AGREEMENT AND INDENTURE SUPPLEMENT
[NW 1997 L]
This TRUST AGREEMENT AND INDENTURE SUPPLEMENT [NW 1997 L], dated _______
__, _____ (herein called this "Trust Indenture Supplement") of FIRST SECURITY
BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner
Trustee (herein called the "Owner Trustee") under that certain Amended and
Restated Trust Agreement [NW 1997 L] dated as of May 1, 1998 (the "Trust
Agreement"), between the Owner Trustee and the Owner Participant named therein.
W I T N E S S E T H:
WHEREAS, the TRUST INDENTURE AND SECURITY AGREEMENT [NW 1997 L], dated as
of September 25, 1997 (as amended and supplemented to the date hereof, the
"Trust Indenture") between the Owner Trustee and STATE STREET BANK AND TRUST
COMPANY, as Indenture Trustee (the "Indenture Trustee"), provides for the
execution and delivery of a supplement thereto substantially in the form hereof,
which shall particularly describe the Aircraft, and shall specifically mortgage
such Aircraft to the Indenture Trustee; and
WHEREAS, the Trust Indenture relates to the Airframe and Engines described
below, and a counterpart of the Trust Indenture is attached hereto and made a
part hereof and this Trust Indenture Supplement, together with such counterpart
of the Trust Indenture, is being filed for recordation on the date hereof with
the FAA as one document;
NOW, THEREFORE, this Trust Indenture Supplement witnesseth that the Owner
Trustee hereby confirms that the Lien of the Trust Indenture on the Trust
Indenture Estate covers all of Owner Trustee s right, title and interest in and
to the following described property:
A-1
AIRFRAME
One airframe identified as follows:
FAA
Registration Manufacturer's
Manufacturer Model Number Serial Number
------------ ----- ------------ --------------
together with all of the Owner Trustee s right, title and interest in and to all
Parts of whatever nature, whether now owned or hereinafter acquired and which
are from time to time incorporated or installed in or attached to said airframe.
AIRCRAFT ENGINES
Four aircraft engines, each such engine having 750 or more rated take-off
horsepower or the equivalent thereof, identified as follows:
Manufacturer Manufacturer s Model Serial Number
------------ -------------------- -------------
together with all of Owner Trustee s right, title and interest in and to all
Parts of whatever nature, whether now owned or hereafter acquired and which are
from time to time incorporated or installed in or attached to any of such
engines.
Together with all of Owner Trustee s right, title and interest in and to
all Parts of whatever nature, which from time to time are included within the
definition of "Airframe" or "Engine", whether now owned or hereafter acquired,
including all substitutions, renewals and replacements of and additions,
improvements, accessions and accumulations to the Airframe and Engines (other
than additions, improvements, accessions and accumulations which constitute
appliances, parts, instruments, appurtenances, accessories, furnishings or other
equipment excluded from the definition of Parts).
As further security for the obligations referred to above and secured by
the Trust Indenture and hereby, the Owner Trustee has granted, bargained, sold,
assigned, transferred, conveyed, mortgaged, pledged and confirmed, and does
hereby grant, bargain, sell, assign, transfer, convey, mortgage, pledge and
confirm, unto the Indenture Trustee, its successors and assigns, for the
security and benefit of the Loan Participants and of the Certificate Holders, in
the trust created by the Trust Indenture, all of the right, title and interest
of the Owner Trustee in, to and under the Lease Supplement [of even date
herewith] covering the property described above.
Notwithstanding any provision hereof, no Excluded Payment shall constitute
security for any of the aforementioned obligations.
TO HAVE AND TO HOLD all and singular the aforesaid property unto the
Indenture Trustee, its successors and assigns, in trust for the equal and
proportionate benefit and security of the Certificate Holders, except as
provided in Section 2.15 and Article III of the Trust Indenture without any
preference, distinction or priority of any one Secured Certificate over any
other by reason of priority of time of issue, sale, negotiation, date of
maturity thereof or otherwise for any reason whatsoever, and for the uses and
purposes and subject to the terms and provisions set forth in the Trust
Indenture.
This Trust Indenture Supplement shall be construed as supplemental to the
Trust Indenture and shall form a part thereof. The Trust Indenture is each
hereby incorporated by reference herein and is hereby ratified, approved and
confirmed.
This Trust Indenture Supplement is being delivered in the State of New
York.
AND, FURTHER, the Owner Trustee hereby acknowledges that the Aircraft
referred to in this Trust Indenture Supplement and the aforesaid Lease
Supplement has been delivered to the Owner Trustee and is included in the
property of the Owner Trustee covered by all the terms and conditions of the
Trust Agreement, subject to the pledge and mortgage thereof under the Trust
Indenture.
IN WITNESS WHEREOF, the Owner Trustee has caused this Trust Indenture
Supplement to be duly executed by one of its officers, thereunto duly
authorized, on the day and year first above written.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
not in its individual capacity, except as expressly
provided herein, but solely as Owner Trustee,
Owner Trustee
By:
-----------------------------------------------
Name:
Title:
SCHEDULE I
Principal Amount Interest Rate
---------------- -------------
Series A............. $10,568,876.29 7.068%
Series B............. $3,393,846.48 7.248%
Series C............. $1,990,500.02 7.039%
Schedule I-1
Secured Certificates Amortization
SERIES A
Aircraft: NW512XJ
Percentage of
Payment Date Principal Amount to be Paid
------------ ---------------------------
July 2, 1998 0.00000000
January 2, 1999 1.81124544
July 2, 1999 0.00000000
January 2, 2000 3.03676560
July 2, 2000 0.00000000
January 2, 2001 3.03676560
July 2, 2001 0.00000000
January 2, 2002 3.03676561
July 2, 2002 0.00000000
January 2, 2003 3.03676560
July 2, 2003 0.00000000
January 2, 2004 3.03676560
July 2, 2004 0.00000000
January 2, 2005 3.03676560
July 2, 2005 0.00000000
January 2, 2006 3.03676560
July 2, 2006 0.00000000
January 2, 2007 3.03676560
July 2, 2007 0.00000000
January 2, 2008 3.03676560
July 2, 2008 0.00000000
January 2, 2009 4.04902081
July 2, 2009 0.00000000
January 2, 2010 4.04902081
July 2, 2010 0.00000000
January 2, 2011 4.04902081
July 2, 2011 0.00000000
January 2, 2012 6.68790169
July 2, 2012 0.00000000
January 2, 2013 0.00000000
July 2, 2013 12.44977315
January 2, 2014 14.22873030
July 2, 2014 0.00000000
January 2, 2015 12.22436279
July 2, 2015 0.00000000
January 2, 2016 13.12003379
Secured Certificates Amortization
SERIES B
Aircraft: NW512XJ
Percentage of
Payment Date Principal Amount to be Paid
------------ ---------------------------
July 2, 1998 15.59295104
January 2, 1999 4.77648417
July 2, 1999 0.00000000
January 2, 2000 1.72936785
July 2, 2000 0.00000000
January 2, 2001 2.55297199
July 2, 2001 0.00000000
January 2, 2002 11.10099506
July 2, 2002 0.00000000
January 2, 2003 0.74617753
July 2, 2003 0.00000000
January 2, 2004 0.00000000
July 2, 2004 0.00000000
January 2, 2005 0.00000000
July 2, 2005 0.00000000
January 2, 2006 10.55862138
July 2, 2006 0.00000000
January 2, 2007 10.20142873
July 2, 2007 0.00000000
January 2, 2008 11.04440116
July 2, 2008 0.00000000
January 2, 2009 7.68028258
July 2, 2009 0.00000000
January 2, 2010 0.32853873
July 2, 2010 0.00000000
January 2, 2011 14.72481631
July 2, 2011 0.00000000
January 2, 2012 8.96296346
July 2, 2012 0.00000000
January 2, 2013 0.00000000
Secured Certificates Amortization
SERIES C
Aircraft: NW512XJ
Percentage of
Payment Date Principal Amount to be Paid
------------ ---------------------------
July 2, 1998 0.00000000
January 2, 1999 0.00000000
July 2, 1999 0.00000000
January 2, 2000 0.00000000
July 2, 2000 0.00000000
January 2, 2001 0.00000000
July 2, 2001 0.00000000
January 2, 2002 0.00000000
July 2, 2002 0.00000000
January 2, 2003 23,80106544
July 2, 2003 0.00000000
January 2, 2004 28.08521650
July 2, 2004 0.00000000
January 2, 2005 31.31548181
July 2, 2005 0.00000000
January 2, 2006 16.79823625
July 2, 2006 0.00000000
January 2, 2007 0.00000000