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EXHIBIT 4.6
This Trust Supplement No. 1997-1A, dated as of June __, 1997 (herein
called the "Trust Supplement"), between America West Airlines, Inc., a Delaware
corporation (the "Company"), and Fleet National Bank, as trustee (the
"Trustee"), to the Pass Through Trust Agreement, dated as of June __, 1997,
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 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 1997-1A (the "1997-1A Trust") for the benefit of
the Certificateholders, and the initial Certificateholders as the grantors of
the 1997-1A Trust, by their respective acceptances of the Certificates, join in
the creation of this 1997-1A 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:
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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 1997-1A" (hereinafter
defined as the "Series 1997-1A Certificates"). Each Series 1997-1A Certificate
represents a Fractional Undivided Interest in the 1997-1A Trust created hereby.
The terms and conditions applicable to the Series 1997-1A Certificates
are as follows:
(a) The aggregate principal amount of the Series 1997-1A
Certificates that shall be authenticated under the Agreement (which
limit shall not pertain to Series 1997-1A Certificates authenticated
and delivered upon registration of transfer of, or in exchange for, or
in lieu of other Series 1997-1A Certificates pursuant to Sections
3.03, 3.04 and 3.05 of the Basic Agreement) upon their initial
issuance is $___________. [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 1997-1A Certificates.]
(b) The Regular Distribution Dates with respect to any
payment of Scheduled Payments means each January 2 and July 2
commencing [July 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 _________, ____.
(d) The Special Distribution Date with respect to a Special
Payment shall be the date specified as such in the notice which 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 1997-1A Certificates shall be
substantially in the form attached hereto as Exhibit A
(ii) The Series 1997-1A Certificates shall be Book-Entry
Certificates.
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(f) The Scheduled Payments of principal shall be as set forth in Exhibit B.
(g) The proceeds of the Series 1997-1A Certificates shall be
used to purchase the Series A Equipment Notes in the principal amount
specified below:
Equipment Note Principal Amount Maturity
-------------- ---------------- --------
N628AW-A $
N627AW-A
N629AW-A
N632AW-A
(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 Aircraft:
U.S. Registration Number/Manufacturer's
Aircraft Serial Number
-------- ---------------------
Airbus A320-231 N628AW/067
Airbus A320-231 N627AW/066
Airbus A320-231 N629AW/076
Airbus A320-231 N632AW/081
(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 1997-1A Certificates are
senior in right of payment to the America West Airlines Pass Through
Certificates, Series 1997-1B, the America West Airlines Pass Through
Certificates, Series 1997-1C and the America West Airlines Pass
Through Certificates, Series 1997-1D.
(ii) The Series 1997-1A 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.
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(k) Notice of any termination of the 1997-1A 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.
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 June __, 1997, between Fleet National Bank, as
Subordination Agent, as agent and trustee for the 1997-1A 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. 1997-1B dated the date hereof relating to America West
Airlines 1997-1B Pass Through Trust, (ii) the Basic Agreement as supplemented
by Trust Supplement No. 1997-1C dated the date hereof relating to America West
Airlines 1997-1C Pass Through Trust and (iii) the Basic Agreement as
supplemented by Trust Supplement No. 1997-1D dated the date hereof relating to
America West Airlines 1997-1D Pass Through Trust.
Other Trustees: Means the trustee under the Other Agreements, and any
successor or other trustee appointed as provided therein.
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 1997-1A
Certificates on the Final Legal 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
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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 Xxxxxx Xxxxxxx & Co. Incorporated.
ARTICLE III
PURCHASE RIGHTS OF CERTIFICATEHOLDERS
Section 3.01. By acceptance of its Certificate, each
Certificateholder agrees that at any time after the occurrence and during the
continuation of a Triggering Event,
(i) each Class B Certificateholder shall have the right to
purchase all, but not less than all, of the Series 1997-1A
Certificates upon ten days' written notice to the Trustee and each
other Class B Certificateholder, provided that (A) if prior to the end
of such ten-day period any other Class B Certificateholder notifies
such purchasing Class B Certificateholder that such other Class B
Certificateholder wants to participate in such purchase, then such
other Class B Certificateholder may join with the purchasing Class B
Certificateholder to purchase all, but not less than all, of the
Series 1997-1A Certificates pro rata based on the Fractional Undivided
Interest in the Class B Trust held by each such Class B
Certificateholder and (B) if prior to the end of such ten day period
any other
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Class B Certificateholder fails to notify the purchasing Class B
Certificateholder of such other Class B Certificateholder's desire to
participate in such a purchase, then such other Class B
Certificateholder shall lose its right to purchase the Series 1997-1A
Certificates pursuant to this Section and Section 6.01(b) of the Basic
Agreement; and
(ii) each Class C Certificateholder shall have the right
(which shall not expire upon any purchase of the Series 1997-1A
Certificates pursuant to clause (i) above) to purchase all, but not
less than all, of the Series 1997-1A Certificates and the Class B
Certificates upon ten days' written notice to the Trustee, the Class B
Trustee and each other Class C Certificateholder, provided that (A) if
prior to the end of such ten-day period any other Class C
Certificateholder notifies such purchasing Class C Certificateholder
that such other Class C Certificateholder wants to participate in such
purchase, then such other Class C Certificateholder may join with the
purchasing Class C Certificateholder to purchase all, but not less
than all, of the Series 1997- 1A Certificates and the Class B
Certificates pro rata based on the Fractional Undivided Interest in
the Class C Trust held by each such Class C Certificateholder and (B)
if prior to the end of such ten day period any other Class C
Certificateholder fails to notify the purchasing Class C
Certificateholder of such other Class C Certificateholder's desire to
participate in such a purchase, then such other Class C
Certificateholder shall lose its right to purchase the Series 1997-1A
Certificates and the Class B Certificates pursuant to this Section and
Section 6.01(b) of the Basic Agreement; and
(iii) each Class D Certificateholder shall have the right
(which shall not expire upon any purchase of the Series 1997-1A
Certificates pursuant to clause (i) above or the purchase of the
Series 1997-1A Certificates and the Class B Certificates pursuant to
clause (ii) above) to purchase all, but not less than all, of the
Series 1997-1A Certificates, the Class B Certificates and the Class C
Certificates upon ten days' written notice to the Trustee, the Class B
Trustee, the Class C 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 Series 1997-1A
Certificates, the Class B Certificates and the Class C Certificates
pro rata based on the
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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 Series 1997-1A Certificates, the Class B Certificates, and the
Class C Certificates pursuant to this Section and Section 6.01(b) of
the Basic Agreement; and
As used in this Article III, the terms "Class B Certificate", "Class B
Certificateholder", "Class B Trust", "Class B Trustee", "Class C Certificate",
"Class C Certificateholder", "Class C Trust", "Class C Trustee", "Class D
Certificate", "Class D Certificateholder" and "Class D 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 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.
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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
1997-1A 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.
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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:
-----------------------
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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)
AMERICA WEST AIRLINES PASS THROUGH TRUST 1997-1A
Pass Through Certificate,
Series 1997-1A
Issuance Date: June ___, 1997
Final Legal Distribution Date: ______________
Evidencing A Fractional Undivided Interest In the 1997-1A Trust, The
Property Of Which Includes Certain Equipment Notes Each Secured By An
Aircraft 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. _____________
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 Pass Through Trust 1997-1A (the "Trust") created by Fleet
National Bank, as trustee (the "Trustee"), pursuant to a Pass Through Trust
Agreement, dated as of June __, 1997 (the "Basic Agreement"), between the
Trustee and America West Airlines, Inc., a Delaware corporation (the
"Company"), as supplemented by Trust Supplement No. 1997-1A thereto, dated as
of June __, 1997 (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,
------------------
(1) Not necessarily applicable in respect of one Certificate in
definitive form.
Series 1997-1A Trust Supplement
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Series 1997-1A" (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 Aircraft
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 1997-1A, 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 1997-1A 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 [July 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 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
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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 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
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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 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.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
AMERICA WEST AIRLINES
PASS THROUGH TRUST 1997-1A
By: FLEET NATIONAL BANK,
as Trustee
By:
---------------------------
Name:
-------------------------
Title:
------------------------
Dated:
------------
Series 1997-1A 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:
-----------------------
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EXHIBIT B
REGULAR DISTRIBUTION DATES
AND
SCHEDULED PAYMENTS
Regular Distribution Date Scheduled Payment
------------------------- -----------------
July 2, 1997 $
January 2, 1998
July 2, 1998
January 2, 1999
July 2, 1999
January 2, 2000
July 2, 2000
January 2, 2001
July 2, 2001
January 2, 2002
July 2, 2002
January 2, 2003
July 2, 2003
January 2, 2004
July 2, 2004
January 2, 2005
July 2, 2005
January 2, 2006
July 2, 2006
January 2, 2007
July 2, 2007
January 2, 2008
July 2, 2008
January 2, 2009
July 2, 2009
Series 1997-1A Trust Supplement
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EXHIBIT C
Related Note Documents
Series 1997-1A Trust Supplement
