EX-4(B)(1)
CONFORMED COPY
This Trust Supplement No. 2000-1G, dated as of June 28, 2000
(herein called the "Trust Supplement"), by and among Northwest Airlines
Corporation, a Delaware corporation (the "Guarantor"), Northwest
Airlines, Inc., a Minnesota corporation (the "Company"), and State Street
Bank and Trust Company of Connecticut, National Association (the
"Trustee"), to the Pass Through Trust Agreement, dated as of June 3,
1999, by and among the Guarantor, 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 which may be issued thereunder, has
heretofore been executed and delivered;
WHEREAS, unless otherwise specified herein, capitalized terms
used herein without definition having the respective meanings specified
heretofore in the Basic Agreement;
WHEREAS, the Company intends to finance and refinance the
acquisition of thirteen new Airbus A319-100 Aircraft and six Boeing 757-
200 Aircraft delivered new to the Company in 1996 either (i) through
separate leveraged lease transactions, in which case the Company will
lease such Aircraft (collectively, the "Leased Aircraft") or (ii) through
separate secured loan transactions, in which case the Company will own
such Aircraft (collectively, the "Owned Aircraft");
WHEREAS, in the case of each Leased Aircraft, each Owner
Trustee, acting on behalf of its respective Owner Participant, will
issue, on a non-recourse basis, Equipment Notes, among other things, to
finance a portion of the purchase price of such Leased Aircraft purchased
or to be purchased by such Owner Trustee and leased or to be leased to
the Company pursuant to the related Lease;
WHEREAS, in the case of an Owned Aircraft, the Company will
issue Equipment Notes to finance a portion of the purchase price of such
Owned Aircraft;
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
or the Company, as the case may be, 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 this
Trust (the "2000-1G Trust" or the "Applicable Trust") for the benefit of
the Applicable Certificateholders, and the initial Applicable
Certificateholders as the grantors of the 2000-1G Trust, by their
respective acceptances of the Applicable Certificates, join in the
creation of this 2000-1G 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; and
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 by and among the Guarantor, the Company and the Trustee as
follows:
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 "Pass Through Certificates, Series 2000-1G"
(hereinafter defined as the "Series 2000-1G Certificates" or the
"Applicable Certificates"). Each Series 2000-1G Certificate represents a
Fractional Undivided Interest in the 2000-1G Trust created hereby.
The terms and conditions applicable to the Series 2000-1G
Certificates are as follows:
(a) The aggregate principal amount of the Series 2000-1G
Certificates that shall be authenticated under the Agreement
(except for Series 2000-1G Certificates authenticated and delivered
pursuant to Sections 3.03, 3.04 and 3.05 of the Basic Agreement)
upon their initial issuance is $476,319,000.
(b) The Cut-off Date is the earlier of (a) October 1, 2001
and (b) the date on which a Triggering Event occurs.
(c) The Regular Distribution Dates with respect to any
payment of Scheduled Payments means each April 1 and October 1,
commencing on October 1, 2000, until payment of all of the
Scheduled Payments to be made under the Equipment Notes has been
made.
(d) The Special Distribution Dates are as follows: (i) when
used with respect to the redemption or purchase of any Equipment
Notes, the day (which shall be a Business Day) on which such
redemption or purchase is scheduled to occur pursuant to the terms
of the applicable Indenture and (ii) when used with respect to a
Special Payment other than as described in clause (i) above, 15
days after the last date on which the Trustee must give notice
pursuant to Section 4.02(c) of the Basic Agreement (or the next
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Business Day after such 15th day if such date is not a Business
Day).
(e) (i) The Series 2000-1G Certificates shall be in the form
attached hereto as Exhibit A. Each purchaser of Series 2000-1G
Certificates, by its acceptance of such Certificate or its interest
therein, will be deemed to represent and warrant to and for the
benefit of each Owner Participant and the Company that either (x)
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 plan subject to Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") or of entities which
may be deemed to hold such plans, have not been used to purchase
Series 2000-1G Certificates or (y) one or more prohibited
transaction statutory or administrative exemptions applies such
that the use of such plan assets to purchase and hold such
Certificate will not constitute a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code.
(ii) The Series 2000-1G Certificates shall be Book-Entry
Certificates and shall be subject to the conditions set forth in
the Letter of Representations among the Guarantor, the Company and
the Clearing Agency (the "Clearing Agency") attached hereto as
Exhibit B.
(f) The Scheduled Payments of principal shall be as set forth
in Exhibit C hereto.
(g) The proceeds of the Series 2000-1G Certificates shall be
deposited in the Deposit Accounts and will be used in accordance
with the Escrow Agreement and the Deposit Agreement.
(h) When each Aircraft is delivered, either the Owner Trustee
(in the case of a Leased Aircraft), acting on behalf of its
respective Owner Participant, will issue on a non-recourse basis,
or the Company (in the case of an Owned Aircraft) will issue on a
recourse basis, the Equipment Notes, the proceeds of which shall be
used, among other things, to finance a portion of the purchase
price to such Owner Trustee or the Company, as the case may be, of
the following Aircraft:
Registration Aircraft Type Engine Type
Number
N315NB Airbus A319-100 CFM56-5A5
N316NB Airbus A319-100 CFM56-5A5
N317NB Airbus A319-100 CFM56-5A5
N318NB Airbus A319-100 CFM56-5A5
N319NB Airbus A319-100 CFM56-5A5
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N320NB Airbus A319-100 CFM56-5A5
N321NB Airbus A319-100 CFM56-5A5
N322NB Airbus A319-100 CFM56-5A5
N323NB Airbus A319-100 CFM56-5A5
N324NB Airbus A319-100 CFM56-5A5
N325NB Airbus A319-100 CFM56-5A5
N326NB Airbus A319-100 CFM56-5A5
N327NB Airbus A319-100 CFM56-5A5
N544US Boeing 757-200 PW2037
N545US Boeing 757-200 PW2037
N546US Boeing 757-200 PW2037
N547US Boeing 757-200 PW2037
N548US Boeing 757-200 PW2037
N549US Boeing 757-200 PW2037
(i) At the Escrow Agent's request under the Escrow Agreement,
the Trustee shall affix the corresponding Escrow Receipt to each
Series 2000-1G Certificate. In any event, any transfer or exchange
of any Series 2000-1G Certificate shall also effect a transfer or
exchange of the related Escrow Receipt. Prior to the Final
Withdrawal Date, no transfer or exchange of any Series 2000-1G
Certificate shall be permitted unless the corresponding Escrow
Receipt is attached thereto and also is so transferred or
exchanged. By acceptance of any Series 2000-1G Certificate to
which an Escrow Receipt is attached, each Certificateholder of such
a Series 2000-1G Certificate acknowledges and accepts the
restrictions on transfer of the Escrow Receipt set forth herein and
in the Escrow Agreement.
Section 1.02. Intercreditor Agreement, Deposit Agreement and
Escrow Agreement. The Series 2000-1G Certificates are subject to the
Intercreditor Agreement, the Deposit Agreement and the Escrow Agreement.
Section 1.03. Ranking of Series 2000-1G Certificates. The
Series 2000-1G Certificates will be subject to the ranking and priority
as set forth in the Intercreditor Agreement.
Section 1.04. Liquidity Facility. Payments of interest on
the Series 2000-1G Certificates will be supported by a Liquidity Facility
to be provided by the Liquidity Provider for the benefit of the
Applicable Certificateholders.
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Section 1.05. Policy. Payments of interest on the Series
2000-1G Certificates when due and payment of the outstanding balance on
the Series 2000-1G Certificates on the Final Legal Distribution Date (as
defined in the Intercreditor Agreement) for such Certificates and under
certain other circumstances will be supported by a financial guaranty
insurance policy to be issued by the Policy Provider pursuant to the
Policy Provider Agreement, such policy, together with any policy issued
in replacement thereof pursuant to the Intercreditor Agreement, in each
case as amended, supplemented or otherwise modified from time to time in
accordance with their respective terms, being the "Policy."
Section 1.06. Ranking of Equipment Notes. The Equipment
Notes will be subject to the ranking and priority as set forth in the
related Indenture.
Section 1.07. No Cross-Default or Cross- Collateralization of
Equipment Notes. As set forth in the related Indenture, there will not
be any cross-collateralization provisions or cross-default provisions in
respect of the Equipment Notes.
ARTICLE II
PREDELIVERY FUNDING AND
STATEMENT OF INTENT
Section 2.01. Predelivery Funding. On the date hereof, the
proceeds from the issuance of the Applicable Certificates will be
deposited in the Deposit Accounts on behalf of the Escrow Agent.
Pursuant to the terms of the Deposit Agreement and the Note Purchase
Agreement, a portion of the proceeds from the issuance of the Applicable
Certificates will be withdrawn from the Deposit Account on any date on
which an Owner Trustee (in the case of a Leased Aircraft) or the Company
(in the case of an Owned Aircraft) issues Equipment Notes with respect to
an Aircraft.
Section 2.02. Statement of Intent. The parties hereto intend
that the Applicable Trust be classified for U.S. federal income tax
purposes as a grantor trust under Subpart E, Part I of Subchapter J of
the Code and not as a trust or association taxable as a corporation or a
partnership. Each of the parties hereto and each Applicable
Certificateholder, or beneficial owner of an Applicable Certificate, by
its acceptance of its Applicable Certificate or a beneficial interest
therein, agrees to treat for all U.S. federal, state and local income tax
purposes (i) the Applicable Trust as a grantor trust and (ii) Equipment
Notes to be issued (or assumed) by an Owner Trust (in the case of a
Leased Aircraft) as indebtedness of such Owner Trust, and Equipment Notes
issued by the Company (in the case of an Owned Aircraft) as indebtedness
of the Company.
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ARTICLE III
DEFINITIONS
Section 3.01. Definitions. (a) For all purposes of the
Basic Agreement as supplemented by this Trust Supplement, the following
capitalized terms have the following meanings:
Aircraft: Means six Boeing 757-200 aircraft delivered new to
the Company in 1996 and thirteen new Airbus A319-100 aircraft which
were sold or are expected to be sold to the Company or the Owner
Trustee during the period from May 2000 through June 2001.
Applicable Certificateholder: Means the holder of an
Applicable Certificate.
Applicable Certificates: As defined in Section 1.01.
Class D Certificateholder: Means the holder of a Class D
Certificate.
Class D Certificates: Has the meaning assigned in the
Intercreditor Agreement.
Clearing Agency: Has the meaning specified in Section 1.01(e)
hereof.
Clearing Agency Participant: Means any of the participants in
the Clearing Agency.
Closing Notice: Has the meaning specified in the Note
Purchase Agreement.
Cut-off Date: Has the meaning specified in Section 1.01(b).
Deposit Account: Means an account established under Section
1.2 of the Deposit Agreement.
Deposit Agreement: Means the Deposit Agreement dated as of
June 28, 2000 relating to the Applicable Certificates between the
Depositary and the Escrow Agent, as the same may be amended,
supplemented or otherwise modified from time to time in accordance
with its terms.
Deposit Make-Whole Amount: Has the meaning specified in the
Note Purchase Agreement.
Depositary: Means ABN AMRO Bank N.V., doing business through
a United States branch and any replacement or successor therefor.
Deposits: Has the meaning specified in the Note Purchase
Agreement.
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Distribution Date: Means any Regular Distribution Date or
Special Distribution Date.
Escrow Agent: Means initially, First Security Bank, National
Association, and any replacement or successor therefor appointed in
accordance with the Escrow Agreement.
Escrow Agreement: Means the Escrow and Paying Agent Agreement
dated as of June 28, 2000 relating to the Applicable Certificates,
among the Escrow Agent, the Paying Agent, the Trustee and the
Underwriters, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with its terms.
Escrow Receipt: Means the receipt substantially in the form
annexed to the Escrow Agreement representing a fractional undivided
interest in the funds held in the Paying Agent Account (as defined
in the Escrow Agreement).
Final Withdrawal: With respect to the Escrow Agreement, has
the meaning set forth in Section 1.2 thereof.
Final Withdrawal Date: Means the date on which the Final
Withdrawal occurs.
Intercreditor Agreement: Means the Intercreditor Agreement,
dated as of the date hereof, by and among the Trustee, the Other
Trustee, the Liquidity Providers named therein, the Policy Provider
and State Street Bank and Trust Company, as Subordination Agent.
Leased Aircraft: Has the meaning specified in the recitals
hereto.
Liquidity Facility: Has the meaning specified in the Note
Purchase Agreement.
Note Documents: With respect to any Equipment Note, means the
Note Purchase Agreement, the related Indenture, the related
Participation Agreement, and, if the related Aircraft is leased to
the Company, the related Lease.
Note Purchase Agreement: Means the Note Purchase Agreement,
dated as of the date hereof, among the Company, the Trustee, the
Other Trustee, State Street Bank and Trust Company, as
Subordination Agent, the Escrow Agent and the Paying Agent.
Notice of Purchase Withdrawal: Has the meaning specified in
the Note Purchase Agreement.
Other Agreement: Means the Basic Agreement as supplemented by
Trust Supplement No. 2000-1C (the "2000-1C Trust Supplement") dated
the date hereof relating to the Northwest Airlines 2000-1C Pass
Through Trust.
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Other Trustee: Means the trustee under the Other Agreement,
and any successor or other trustee appointed as provided therein.
Owned Aircraft: Has the meaning specified in the recitals
hereto.
Participation Agreement: Has the meaning specified in the
Note Purchase Agreement.
Paying Agent: Means State Street Bank and Trust Company.
Policy: Has the meaning specified in Section 1.05.
Policy Provider: Means, initially, MBIA Insurance
Corporation, and any replacement or successor thereof appointed in
accordance with the Policy Provider Agreement.
Policy Provider Agreement: Has the meaning specified in the
Intercreditor Agreement.
Policy Provider Default: Has the meaning specified in the
Intercreditor Agreement.
Pool Balance: Means, as of any date, (i) the original
aggregate face amount of the Applicable Certificates less (ii) the
aggregate amount of all payments made in respect of such Applicable
Certificates or in respect of Deposits relating to the Applicable
Trust other than payments made in respect of interest or premium
thereon or reimbursement of any costs or expenses incurred in
connection therewith. The Pool Balance as of any Distribution Date
will be computed after giving effect to any special distribution
with respect to unused Deposits, payment of principal of the
Equipment Notes or payment with respect to other Trust Property and
the distribution thereof to be made on that date and payments under
the Policy made for the benefit of the Series 2000-1G
Certificateholders (other than in respect of the Liquidity
Facilities and interest on the Series 2000-1G Certificates).
Prospectus Supplement: Means the Prospectus Supplement dated
June 21, 2000, relating to the offering of the Class G Certificates
and the Class C Certificates (each as defined in the Intercreditor
Agreement).
Pool Factor: Means, as of any Distribution Date, the quotient
(rounded to the seventh decimal place) computed by dividing (i) the
Pool Balance by (ii) the original aggregate face amount of the
Applicable Certificates. The Pool Factor as of any Distribution
Date shall be computed after giving effect to any special
distribution with respect to unused Deposits, payment of principal
of the Equipment Notes or other Trust Property and the distribution
thereof to be made on that date.
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Record Date: Means the date preceding any Distribution Date
on which the Applicable Certificateholders are determined for
purposes of the distribution which will occur on such Distribution
Date.
Scheduled Closing Date: Has the meaning specified in the Note
Purchase Agreement.
Scheduled Payment: Has the meaning specified in the
Intercreditor Agreement.
Scheduled Closing Date: Has the meaning specified in the Note
Purchase Agreement.
Special Payment: Means any payment (other than a Scheduled
Payment) in respect of, or any proceeds of, any Equipment Note.
Special Redemption Premium: Means the Deposit Make-Whole
Amount payable by the Company in respect of the Final Withdrawal
pursuant to the Note Purchase Agreement.
Trust Property: Means (i) the Equipment Notes held as the
property of the Applicable Trust and, subject to the Intercreditor
Agreement, all monies at any time paid thereon and all monies due
and to become due thereunder, (ii) the rights of the Applicable
Trust under the Escrow Agreement to request the Escrow Agent to
withdraw from the Deposit Accounts funds sufficient to enable the
Applicable Trust to purchase Equipment Notes on the delivery of an
Aircraft, (iii) funds from time to time deposited in the
Certificate Account and the Special Payments Account, (iv) all
rights of the Applicable Trust and the Trustee, on behalf of the
Applicable Trust, under the Intercreditor Agreement, the Note
Purchase Agreement and the Liquidity Facility, including, without
limitation, the rights of the Applicable Trust to acquire Equipment
Notes under the Note Purchase Agreement, all rights to receive
certain payments under such documents, and all monies paid to the
Trustee on behalf of the Applicable Trust pursuant to the
Intercreditor Agreement or the Liquidity Facility and (v) all
monies payable to the Trustee on behalf of the Applicable Trust
pursuant to the Policy.
Trusts: Means, collectively, the Northwest Airlines 2000-1
Pass Through Trusts to be formed pursuant to the Basic Agreement,
as supplemented by this Trust Supplement and the Other Agreement.
Underwriters: Means the several Underwriters named in and who
are parties to the Underwriting Agreement.
Underwriting Agreement: Means the Underwriting Agreement
dated as of June 21, 2000 by and among the Company, the Guarantor,
Credit Suisse First Boston Corporation, Xxxxxx Xxxxxxx & Co.
Incorporated, Xxxxxxx Xxxxx Barney Inc., Chase Securities Inc. and
U.S. Bancorp Xxxxx Xxxxxxx Inc.
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Section 3.02. Other. For purposes of the Applicable Trust,
"PTC Event of Default," as used in the Basic Agreement, shall have the
meaning set forth in the Intercreditor Agreement.
ARTICLE IV
THE TRUSTEE
Section 4.01. Delivery of Documents; Delivery Dates. (a)
The Trustee is hereby directed (i) to execute and deliver the
Intercreditor Agreement, the Escrow Agreement, the Policy Provider
Agreement and the Note Purchase Agreement, each in the form delivered to
the Trustee by the Company and (ii) subject to the respective terms
thereof, to perform its obligations thereunder. Upon request of the
Company and the satisfaction or waiver of the closing conditions
specified in the Underwriting Agreement, the Trustee shall execute,
deliver, authenticate, issue and sell Applicable Certificates in
authorized denominations equaling in the aggregate the amount set forth,
with respect to the Applicable Trust, in Schedule I to the Underwriting
Agreement evidencing the entire ownership interest in the Applicable
Trust, which amount equals the maximum aggregate principal amount of
Equipment Notes which may be purchased by the Trustee pursuant to the
Note Purchase Agreement. Except as provided in Sections 3.03, 3.04, 3.05
and 3.09 of the Basic Agreement, the Trustee shall not execute,
authenticate or deliver Applicable Certificates in excess of the
aggregate amount specified in this paragraph.
(b) On or after the Issuance Date the Company may deliver
from time to time to the Trustee a Closing Notice relating to one or more
Equipment Notes. After receipt of a Closing Notice and in any case no
later than two Business Days prior to a Scheduled Closing Date as to
which such Closing Notice relates (the "Applicable Delivery Date"), the
Trustee shall (as and when specified in the Closing Notice) instruct the
Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary
requesting (A) the withdrawal of one or more Deposits on the Applicable
Delivery Date in accordance with and to the extent permitted by the terms
of the Escrow Agreement and the Deposit Agreement and (B) the payment of
all, or a portion, of such Deposit or Deposits in an amount equal in the
aggregate to the purchase price of such Equipment Notes to or on behalf
of the Owner Trustee or the Company, as the case may be, issuing such
Equipment Notes, all as shall be described in the Closing Notice. The
Trustee shall (as and when specified in such Closing Notice), subject to
the conditions set forth in Section 3 of the Note Purchase Agreement,
enter into and perform its obligations under the Participation Agreement
specified in such Closing Notice (the "Applicable Participation
Agreement") and cause such certificates, documents and legal opinions
relating to the Trustee to be duly delivered as required by the
Applicable Participation Agreement. If at any time prior to the
Applicable Delivery Date, the Trustee receives a notice of postponement
pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement, then the
Trustee shall give the Depositary (with a copy to the Escrow Agent) a
notice of cancellation of such Notice of Purchase Withdrawal relating to
such Deposit or Deposits on such Applicable Delivery Date. Upon
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satisfaction of the conditions specified in the Note Purchase Agreement
and the Applicable Participation Agreement, the Trustee shall purchase
the applicable Equipment Notes with the proceeds of the withdrawals of
one or more Deposits made on the Applicable Delivery Date in accordance
with the terms of the Deposit Agreement and the Escrow Agreement. The
purchase price of such Equipment Notes shall equal the principal amount
of such Equipment Notes. Amounts withdrawn from such Deposit or Deposits
in excess of the purchase price of the Equipment Notes or to the extent
not applied on the Applicable Delivery Date to the purchase price of the
Equipment Notes, shall be re-deposited by the Trustee with the Depositary
on the Applicable Delivery Date in accordance with the terms of the
Deposit Agreement.
Section 4.02. Withdrawal of Deposits. If any Deposits remain
outstanding on the Business Day next succeeding the Cut-off Date, (i) the
Trustee shall give the Escrow Agent notice that the Trustee's obligation
to purchase Equipment Notes under the Note Purchase Agreement has
terminated and instruct the Escrow Agent to provide a notice of Final
Withdrawal to the Depositary substantially in the form of Exhibit B to
the Deposit Agreement (the "Final Withdrawal Notice") and (ii) the
Trustee will make a demand upon the Company for an amount equal to the
Special Redemption Premium, such payment to be made on the Final
Withdrawal Date.
Section 4.03. The Trustee. (a) Subject to Section 4.04 of
this Trust Supplement and Section 7.14 of the Basic Agreement, the
Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Trust Supplement, the
Deposit Agreement or the Escrow Agreement or the due execution hereof or
thereof by the Company or the other parties thereto (other than the
Trustee), or for or in respect of the recitals and statements contained
herein or therein, all of which recitals and statements are made solely
by the Company.
(b) 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.
Section 4.04 Representations and Warranties of the Trustee.
The Trustee hereby represents and warrants that:
(a) the Trustee has full power, authority and legal
right to execute, deliver and perform this Trust Supplement,
the Intercreditor Agreement, the Escrow Agreement, the Policy
Provider Agreement and the Note Documents to which it is a
party (collectively, the "Trustee Agreements") and has taken
all necessary action to authorize the execution, delivery and
performance by it of the Trustee Agreements;
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(b) the execution, delivery and performance by the
Trustee of the Trustee Agreements (i) will not violate any
provision of any United States federal law or the law of the
state of the United States where it is located governing the
banking and trust powers of the Trustee or any order, writ,
judgment, or decree of any court, arbitrator or governmental
authority applicable to the Trustee or any of its assets, (ii)
will not violate any provision of the articles of association
or by-laws of the Trustee, and (iii) will not violate any
provision of, or constitute, with or without notice or lapse
of time, a default under, or result in the creation or
imposition of any lien on any properties included in the Trust
Property pursuant to the provisions of any mortgage,
indenture, contract, agreement or other undertaking to which
it is a party, which violation, default or lien could
reasonably be expected to have an adverse effect on the
Trustee's performance or ability to perform its duties
hereunder or thereunder or on the transactions contemplated
herein or therein;
(c) the execution, delivery and performance by the
Trustee of Trustee Agreements will not require the
authorization, consent, or approval of, the giving of notice
to, the filing or registration with, or the taking of any
other action in respect of, any governmental authority or
agency of the United States or the state of the United States
where it is located regulating the banking and corporate trust
activities of the Trustee; and
(d) each Trustee Agreement has been, or will be, as
applicable, duly executed and delivered by the Trustee and
constitute, or will constitute, as applicable, the legal,
valid and binding agreement of the Trustee, enforceable
against it in accordance with its terms; provided, however,
that enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the rights of creditors generally and (ii)
general principles of equity.
Section 4.05. Trustee Liens. The Trustee in its individual
capacity agrees, in addition to the agreements contained in Section 7.16
of the Basic Agreement, that it will, at its own cost and expense,
promptly take any action as may be necessary to duly discharge and
satisfy in full any Trustee's liens on or with respect to the Trust
Property which is attributable to the Trustee in its individual capacity
and which is unrelated to the transactions contemplated by the
Intercreditor Agreement or the Note Purchase Agreement.
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ARTICLE V
SUPPLEMENTAL AGREEMENT
Section 5.01. Supplemental Agreements. (a) For purpose of
this Trust, Section 9.01 and 9.02 of the Basic Agreement shall be amended
to read as follows:
"Section 9.01. Supplemental Agreements Without Consent of
Applicable Certificateholders. Without the consent of the
Applicable Certificateholders, the Guarantor and the Company may,
and the Trustee (subject to Section 9.03) shall, at any time and
from time to time, enter into one or more agreements supplemental
hereto or, if applicable, to the Deposit Agreements, the Escrow
Agreements, the Intercreditor Agreement, the Note Purchase
Agreement, any Liquidity Facility, the Policy or the Policy
Provider Agreement, for any of the following purposes:
(1) to provide for the formation of a Trust, the
issuance of a series of certificates and the other matters
contemplated by Section 2.01(b); or
(2) to evidence the succession of another corporation to
the Company or the Guarantor and the assumption by any such
successor of the covenants of the Company or the Guarantor
herein contained or contained in the Note Purchase Agreement
or the Policy Provider Agreement; or
(3) to add to the covenants of the Guarantor or the
Company for the benefit of the Certificateholders of any
series, or to surrender any right or power conferred upon the
Guarantor or the Company in this Agreement, the Intercreditor
Agreement, the Note Purchase Agreement, any Liquidity
Facility, the Policy or the Policy Provider Agreement; or
(4) except where Certificateholder consent is required
by Sections 9.02(1) - 9.02(6) and as described below, to
correct or supplement any provision in this Agreement, the
Deposit Agreements, the Escrow Agreements, the Intercreditor
Agreement, the Note Purchase Agreement, any Liquidity
Facility, the Policy or the Policy Provider Agreement which
may be defective or inconsistent with any other provision
herein or in any Trust Supplement or to make any other
provisions with respect to matters or questions arising under
this Agreement, the Deposit Agreements, the Escrow Agreements,
the Intercreditor Agreement, the Note Purchase Agreement, any
Liquidity Facility, the Policy or the Policy Provider
Agreement provided that any such action shall not adversely
affect the interests of the Certificateholders of any series;
or to cure any ambiguity or correct any mistake in this
Agreement, the Deposit Agreements, the Escrow Agreements, the
Intercreditor Agreement, the Note Purchase Agreement, any
Liquidity Facility, the Policy or the Policy Provider
Agreement; or
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(5) to comply with any requirement of the SEC, any
applicable law, rules or regulations of any exchange or
quotation system on which the Applicable Certificates are
listed, or any regulatory body; or
(6) to modify, eliminate or add to the provisions of
this Agreement, the Deposit Agreements, the Escrow Agreements,
the Intercreditor Agreement, the Policy, the Policy Provider
Agreement, the Note Purchase Agreement or any Liquidity
Facility to such extent as shall be necessary to continue the
qualification of this Agreement (including any supplemental
agreement) under the Trust Indenture Act, or under any similar
Federal statute hereafter enacted, and to add to this
Agreement, the Deposit Agreements, the Escrow Agreements, the
Intercreditor Agreement, the Policy, the Policy Provider
Agreement, the Note Purchase Agreement or any Liquidity
Facility such other provisions as may be expressly permitted
by the Trust Indenture Act, excluding, however, the provisions
referred to in Section 316(a)(2) of the Trust Indenture Act as
in effect at the date as of which this instrument was executed
or any corresponding provision in any similar Federal statute
hereafter enacted; or
(7) to evidence and provide for the acceptance of
appointment under this Agreement, the Deposit Agreements, the
Escrow Agreements, the Intercreditor Agreement, the Policy,
the Policy Provider Agreement, the Note Purchase Agreement or
any Liquidity Facility by a successor Trustee with respect to
one or more Trusts and to add to or change any of the
provisions of this Agreement, the Deposit Agreements, the
Escrow Agreements, the Intercreditor Agreement, the Policy,
the Policy Provider Agreement, the Note Purchase Agreement or
any Liquidity Facility as shall be necessary to provide for or
facilitate the administration of the Trusts hereunder and
thereunder by more than one Trustee, pursuant to the
requirements of Section 7.09; or
(8) to make any other amendments or modifications
hereto, provided such amendments or modifications shall only
apply to Certificates of one or more series to be thereafter
issued."
"Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With respect to each separate Trust and the
series of Certificates relating thereto, with the consent of the
Certificateholders holding Certificates of any series evidencing
Fractional Undivided Interests aggregating not less than a majority
in interest in such Trust, by Act of said Certificateholders
delivered to the Guarantor, the Company and the Trustee, the
Guarantor and the Company may (with the consent of the Owner
Trustee, if any, relating to such Certificates, which consent shall
not be unreasonably withheld), and the Trustee (subject to Section
9.03) shall, enter into an agreement or agreements supplemental
-14-
hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement,
the Deposit Agreements, the Escrow Agreements, the Intercreditor
Agreement, the Note Purchase Agreement, any Liquidity Facility, the
Policy or the Policy Provider Agreement to the extent applicable to
such Certificateholders or of modifying in any manner the rights
and obligations of such Certificateholders under this Agreement,
the Deposit Agreements, the Escrow Agreements, the Intercreditor
Agreement, the Note Purchase Agreement, any Liquidity Facility the
Policy or the Policy Provider Agreement; provided, however, that no
such supplemental agreement shall, without the consent of the
Certificateholder of each Outstanding Certificate affected thereby:
(1) reduce in any manner the amount of, or delay the
timing of, any receipt by the Trustee of payments on the
Equipment Notes or other Trust Property held in such Trust or
distributions that are required to be made herein on any
Certificate of such series, or change any date of payment of
any Certificate of such series, or change the place of payment
where, or the coin or currency in which, any Certificate of
such series is payable, or impair the right to institute suit
for the enforcement of any such payment or distribution on or
after the Regular Distribution Date or Special Distribution
Date applicable thereto; or
(2) permit the disposition of any Equipment Note in the
Trust Property of such Trust except as permitted by this
Agreement, or otherwise deprive such Certificateholder of the
benefit of the ownership of the Equipment Notes in such Trust;
or
(3) alter the priority of distributions specified in the
Intercreditor Agreement; or
(4) reduce the percentage of the aggregate Fractional
Undivided Interests of such Trust which is required for any
such supplemental agreement, or reduce such percentage
required for any waiver (of compliance with certain provisions
of this Agreement or certain defaults hereunder and their
consequences) provided for in this Agreement; or
(5) modify any of the provisions of this Section or
Section 6.05, except to increase any such percentage or to
provide that certain other provisions of this Agreement cannot
be modified or waived without the consent of the
Certificateholder of each Certificate or such series affected
thereby; or
(6) terminate the Policy or modify the Policy other than
amendments already contemplated or required by Section 3.06 of
the Policy Provider Agreement and/or Section 2.6(c) or 3.7(c)
of the Intercreditor Agreement.
-15-
It shall not be necessary for any Act of such
Certificateholders under this Section to approve the particular
form of any proposed supplemental agreement, but it shall be
sufficient if such Act shall approve the substance thereof."
(b) If Class D Certificates are issued, the Company, the
Guarantor and the Trustee, without the consent of the Applicable
Certificateholders, may enter into an agreement supplemental to this
Trust Supplement whereby Class D Certificateholders shall be granted
purchase rights similar to those set forth in Section 7.01 hereof.
(c) Any supplemental agreement may not adversely affect the
status of the Applicable Trust for U.S. federal income tax purposes, as
either (i) a grantor trust under Subpart E, Part I of Subchapter J of
Chapter 1 of Subtitle A of the Code or (ii) a partnership.
ARTICLE VI
DISTRIBUTIONS; STATEMENT TO CERTIFICATEHOLDERS
Section 6.01. Additions to Article IV of the Basic Agreement.
In addition to the provisions of Article IV of the Basic Agreement, the
following provisions shall apply to the Applicable Trust:
(a) Upon the payment of Special Redemption Premium to the
Trustee under the Note Purchase Agreement, the Trustee, upon
receipt thereof, shall immediately deposit the aggregate amount of
such Special Redemption Premium in the Special Payments account;
(b) The distribution of amounts of Special Redemption Premium
as provided for in Section 4.02(b) of the Basic Agreement shall be
on the Special Distribution Date with respect to such Special
Payment or as soon thereafter as the Trustee has confirmed receipt
of the related Special Redemption Premium;
(c) In the event of the payment of a Special Redemption
Premium by the Company to the Trustee under the Note Purchase
Agreement, the notice provided for in Section 4.02(c) of the Basic
Agreement shall be mailed, together with the notice by the Paying
Agent under Section 2.6 of the Escrow Agreement, not less that 15
days prior to the Special Distribution Date for such amount, which
Special Distribution Date shall be the Final Withdrawal Date: and
(d) The last sentence of the first paragraph of Section
4.02(c) of the Basic Agreement shall apply equally if the amount of
Special Redemption Premium, if any, has not been calculated at the
time the Trustee mails notice of a Special Payment.
Section 6.02. Statements to Applicable Certificateholders;
Federal Income Tax Reporting. (a) On each Distribution Date, the
Trustee will include with each distribution to Applicable
Certificateholders of a Scheduled Payment or Special Payment, as the case
may be, a statement setting forth the information provided below (in the
-16-
case of a Special Payment, including any Special Redemption Premium,
reflecting in part the information provided by the Paying Agent under the
Escrow Agreement). Such statement shall set forth (per $1,000 face
amount Applicable Certificate as to (i), (ii), (iii), (iv) and (v) below)
the following information:
(i) the aggregate amount of funds distributed on such
Distribution Date under the Agreement and under the Escrow
Agreement, indicating the amount allocable to each source
(including any portion thereof paid by the Liquidity Provider and
the Policy Provider);
(ii) the amount of such distribution under the Agreement
allocable to principal and the amount allocable to premium
(including the Special Redemption Premium), if any;
(iii) the amount of such distribution under the Agreement
allocable to interest;
(iv) the amount of such distribution under the Escrow
Agreement allocable to interest;
(v) the amount of such distribution under the Escrow
Agreement allocable to Deposits; and
(vi) the Pool Balance and the Pool Factor.
With respect to the Applicable Certificates registered in the
name of a Clearing Agency, on the Record Date prior to each Distribution
Date, the Trustee will request from such Clearing Agency a securities
position listing setting forth the names of all Clearing Agency
Participants reflected on such Clearing Agency's books as holding
interests in the Applicable Certificates on such Record Date. On each
Distribution Date, the Trustee will mail to each such Clearing Agency
Participant the statement described above and will make available
additional copies as requested by such Clearing Agency Participant for
forwarding to holders of interests in the Applicable Certificates.
(b) Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the
Trustee shall furnish to each Person who at any time during such calendar
year was an Applicable Certificateholder of record a statement containing
the sum of the amounts determined pursuant to clauses (a)(i), (a)(ii),
(a)(iii), (a)(iv) and (a)(v) of this Section 6.02 for such calendar year
or, in the event such Person was an Applicable Certificateholder of
record during a portion of such calendar year, for such portion of such
year, and such other items as are readily available to the Trustee and
which an Applicable Certificateholder shall reasonably request as
necessary for the purpose of such Applicable Certificateholder's
preparation of its federal income tax returns. Such statement and such
other items shall be prepared on the basis of information supplied to the
Trustee by the Clearing Agency Participants and shall be delivered by the
Trustee to such Clearing Agency Participants to be available for
-17-
forwarding by such Clearing Agency Participants to the holders of
interests in the Applicable Certificates in the manner described in
Section 6.02(a) hereof.
(c) Promptly following (i) the Cut-off Date, if there has
been any change in the information set forth in clauses (x) and (y) below
from that set forth in page S-41 of the Prospectus Supplement, and (ii)
any early redemption or purchase of, or any default in the payment of
principal or interest in respect of, any of the Equipment Notes held in
the Applicable Trust, or any Final Withdrawal, the Trustee shall furnish
to Applicable Certificateholders of record on such date a statement
setting forth (x) the expected Pool Factors for each subsequent Regular
Distribution Date following the Cut-off Date and (y) the expected
principal distribution schedule of the Equipment Notes, in the aggregate,
held as Trust Property at the date of such notice. With respect to the
Applicable Certificates registered in the name of a Clearing Agency, on
the Cut-off Date, the Trustee will request from such Clearing Agency a
securities position listing setting forth the names of all Clearing
Agency Participants reflected on such Clearing Agency's books as holding
interests in the Applicable Certificates on such date. The Trustee will
mail to each such Clearing Agency Participant the statement described
above and will make available additional copies as requested by such
Clearing Agency Participant for forwarding to holders of interests in the
Applicable Certificates.
(d) Unless and until required otherwise by applicable
authority, the Trustee shall treat the Applicable Trust as a "grantor
trust" under Subpart E, Part I, Subchapter J of Chapter 1 of the Code,
and shall file annually with the Internal Revenue Service Form 1041,
indicating the name and address of the Applicable Trust and otherwise
completed in blank, with attached statements identifying each Applicable
Certificateholder and its pro rata share of the income and expenses of
the Applicable Trust for the applicable portion of the preceding calendar
year, on the cash or accrual method, as the case may be, and shall
furnish each Applicable Certificateholder with a copy of its statement at
the time and in the manner required by the Code.
(e) This Section 6.02 supersedes and replaces Section 4.03 of
the Basic Agreement.
ARTICLE VII
DEFAULT
Section 7.01. Purchase Rights of Certificateholders. By
acceptance of its Applicable Certificate, each Applicable
Certificateholder agrees that, after the occurrence and during the
continuation of a Triggering Event,
(a) unless the Policy Provider has purchased or given notice
of its election to purchase the Applicable Certificates pursuant to
Section 7.01(b), each Class C Certificateholder shall have the
right to purchase all, but not less than all, of the Applicable
Certificates upon ten days' written notice to the Trustee and each
-18-
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 Applicable 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 Applicable Certificates pursuant to this Section 7.01;
and
(b) whether or not any Class C Certificateholder has
exercised its rights pursuant to paragraph (a) above, the Policy
Provider (except in the event of a Policy Provider Default), if it
is then the Controlling Party, shall have the right to purchase
all, but not less than all, of the Applicable Certificates upon ten
days' written notice to the Trustee and the holders of the
Applicable Certificates.
The purchase price with respect to the Applicable Certificates
shall be equal to the Pool Balance of the Applicable Certificates,
together with accrued and unpaid interest thereon to the date of such
purchase, without premium, but including any other amounts then due and
payable to the Applicable Certificateholders under this Agreement, the
Intercreditor Agreement, the Escrow Agreement or any Note Document or on
or in respect of the Applicable Certificates; provided, however, that (i)
if such purchase occurs after the record date specified in Section 2.3(b)
of the Escrow Agreement relating to the distribution of unused Deposits
and accrued and unpaid interest thereunder, such purchase price shall be
reduced by the aggregate amount of unused Deposits and interest to be
distributed under the Escrow Agreement (which deducted amounts shall
remain distributable to, and may be retained by, the Applicable
Certificateholder as of such record date) and (ii) if such purchase
occurs after a Record Date, such purchase price shall be reduced by the
amount to be distributed hereunder on the related Distribution Date
(which deducted amounts shall remain distributable to, and may be
retained by, the Applicable Certificateholder as of such Record Date).
Each payment of the purchase price of the Applicable Certificates
referred to in the first sentence of this paragraph shall be made to an
account or accounts designated by the Trustee and each such purchase
shall be subject to the terms of this Section 7.01. Each Applicable
Certificateholder agrees by its acceptance of its Applicable Certificate
that it will, subject to Section 3.04 of the Basic Agreement, upon
payment from such Class C Certificateholder(s) or the Policy Provider, as
the case may be, of the purchase price set forth in the first sentence of
this paragraph, forthwith sell, assign, transfer and convey to the
purchaser(s) thereof (without recourse, representation or warranty of any
kind except for its own acts), all of the right, title, interest and
-19-
obligation of such Applicable Certificateholder in this Agreement, the
Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the
Liquidity Facility, the Policy, the Policy Provider Agreement, the Note
Documents and all Applicable Certificates and Escrow Receipts held by
such Applicable Certificateholder (excluding all right, title and
interest under any of the foregoing to the extent such right, title or
interest is with respect to an obligation not then due and payable as
respects any action or inaction or state of affairs occurring prior to
such sale) and the purchaser shall assume all of such Applicable
Certificateholder's obligations under this Agreement, the Escrow
Agreement, the Deposit Agreement, the Intercreditor Agreement, the
Liquidity Facility, the Policy, the Policy Provider Agreement, the Note
Documents and all such Applicable Certificates and Escrow Receipts. The
Applicable Certificates will be deemed to be purchased on the date
payment of the purchase price is made notwithstanding the failure of the
Applicable Certificateholders to deliver any Applicable Certificates and,
upon such a purchase, (i) the only rights of the Applicable
Certificateholders will be to deliver the Applicable Certificates to the
purchaser(s) and receive the purchase price for such Applicable
Certificates and (ii) if the purchaser(s) shall so request, such
Applicable Certificateholder will comply with all the provisions of
Section 3.04 of the Basic Agreement to enable new Applicable Certificates
to be issued to the purchaser in such denominations as it shall request.
All charges and expenses in connection with the issuance of any such new
Applicable Certificates shall be borne by the purchaser thereof.
As used in this Section 7.01, the terms "Class C
Certificateholder", "Class C Trust", "Class C Certificate" and "Class C
Trustee" shall have the respective meanings assigned to such terms in the
Intercreditor Agreement.
(c) This Section 7.01 supersedes and replaces Section 6.01(b)
of the Basic Agreement.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. 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 8.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE
SERIES 2000-1G CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 8.03. 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.
-20-
IN WITNESS WHEREOF, the Guarantor, 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.
NORTHWEST AIRLINES, INC.
By: _____________________________________
Name:
Title:
NORTHWEST AIRLINES CORPORATION,
as Guarantor
By: _____________________________________
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION,
as Trustee
By: _____________________________________
Name:
Title:
-21-
EXHIBIT A
FORM OF CERTIFICATE
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to 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 the registered owner hereof, Cede & Co., has an
interest herein.
Any person acquiring this Certificate by its acceptance hereof
or its interest herein, will be deemed to represent and warrant to and
for the benefit of each Owner Participant and the Company that either (i)
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
plan subject to Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") or of entities which may be deemed to hold such
plans, have not been used to purchase this Certificate or (ii) one or
more prohibited transaction statutory or administrative exemptions
applies such that the use of such plan assets to purchase and hold this
Certificate will not constitute a non-exempt prohibited transaction under
ERISA or Section 4975 of the Code.
NORTHWEST AIRLINES 2000-1G PASS THROUGH TRUST
Pass Through
Certificate, Series 2000-1G
Issuance Date: June 28, 2000
Final Legal Distribution Date: April 1, 2021
Evidencing A Fractional undivided interest In the Northwest
Airlines 2000-1G Pass Through Trust, The Property Of Which
Includes Certain Equipment Notes Each Secured By An Aircraft
Leased To Or Owned By Northwest Airlines, Inc.
Certificate
No. _____ $________ Fractional undivided interest representing
0.__% of the Trust per $1,000 of Reference Principal
Amount
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 Northwest Airlines
2000-1G Pass Through Trust (the "Trust") created by State Street Bank and
-1-
Trust Company of Connecticut, National Association, as trustee (the
"Trustee"), pursuant to a Pass Through Trust Agreement, dated as of June
3, 1999 (as amended or supplemented, the "Basic Agreement"), by and among
the Trustee, Northwest Airlines Corporation, a Delaware corporation (the
"Guarantor"), and Northwest Airlines, Inc., a Minnesota corporation (the
"Company"), as supplemented by Trust Supplement No. 2000-1G thereto,
dated as of June 28, 2000 (collectively, the "Agreement"), by and among
the Trustee, the Guarantor 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 "Pass Through
Certificates, Series 2000-1G" (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
Agreement 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 or owned by 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.
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 April 1 and October 1 (a
"Regular Distribution Date"), commencing October 1, 2000 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 and the Intercreditor 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 force and
effect as if made on such Regular Distribution Date or Special
-2-
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 that with respect to Certificates registered on the Record Date in
the name of a Clearing Agency (or its nominee), such distribution shall
be made by wire transfer. 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 Guarantor, the Company
or the Trustee or any affiliate thereof. The Certificates are limited in
right or 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 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 Guarantor or the Company and the rights of the
Certificateholders under the Agreement at any time by the Guarantor, 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 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, the transfer of this Certificate is registrable in
-3-
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 minimum denominations of $1,000 Fractional Undivided
Interests and integral multiples thereof. 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.
Each Certificateholder or beneficial owner of a Certificate,
by its acceptance of this Certificate or a beneficial interest herein,
agrees to treat the Trust as a grantor trust for all U.S. federal, state
and local income tax purposes.
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.
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.
-4-
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
XXXXXXXXX XXXXXXXX 0000-0X
XXXX THROUGH TRUST
By: STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, as Trustee
By: ______________________________
Name:
Title:
-5-
FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-
mentioned Agreement.
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION,
as Trustee
By: _____________________________
Name:
Title:
-6-
EXHIBIT B
DTC Letter of Representations
-7-
EXHIBIT C
REGULAR DISTRIBUTION DATES
AND
SCHEDULED PAYMENTS
Scheduled
Date Payments
October 1, 2000 . . . . . . . . . . . . . . . . . . . . . .
April 1, 2001 . . . . . . . . . . . . . . . . . . . . . . . 2,366,115.75
October 1, 2001 . . . . . . . . . . . . . . . . . . . . . . 5,807,893.68
April 1, 2002 . . . . . . . . . . . . . . . . . . . . . . . 11,953,639.00
October 1, 2002 . . . . . . . . . . . . . . . . . . . . . . 9,799,039.58
April 1, 2003 . . . . . . . . . . . . . . . . . . . . . . . 6,862,150.32
October 1, 2003 . . . . . . . . . . . . . . . . . . . . . . 6,446,615.20
April 1, 2004 . . . . . . . . . . . . . . . . . . . . . . . 7,879,025.66
October 1, 2004 . . . . . . . . . . . . . . . . . . . . . . 6,953,436.99
April 1, 2005 . . . . . . . . . . . . . . . . . . . . . . . 7,064,272.76
October 1, 2005 . . . . . . . . . . . . . . . . . . . . . . 6,955,275.80
April 1, 2006 . . . . . . . . . . . . . . . . . . . . . . . 6,692,311.65
October 1, 2006 . . . . . . . . . . . . . . . . . . . . . . 7,377,003.85
April 1, 2007 . . . . . . . . . . . . . . . . . . . . . . . 6,424,806.37
October 1, 2007 . . . . . . . . . . . . . . . . . . . . . . 7,956,006.30
April 1, 2008 . . . . . . . . . . . . . . . . . . . . . . . 8,393,226.86
October 1, 2008 . . . . . . . . . . . . . . . . . . . . . . 7,553,419.00
April 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . 5,429,320.17
October 1, 2009 . . . . . . . . . . . . . . . . . . . . . . 10,554,114.99
April 1, 2010 . . . . . . . . . . . . . . . . . . . . . . . 3,330,812.86
October 1, 2010 . . . . . . . . . . . . . . . . . . . . . . 10,995,098.61
April 1, 2011 . . . . . . . . . . . . . . . . . . . . . . . 3,627,988.35
October 1, 2011 . . . . . . . . . . . . . . . . . . . . . . 17,042,520.16
April 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . 3,968,084.39
October 1, 2012 . . . . . . . . . . . . . . . . . . . . . . 24,733,545.25
April 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . 2,549,086.75
October 1, 2013 . . . . . . . . . . . . . . . . . . . . . . 32,288,682.06
April 1, 2014 . . . . . . . . . . . . . . . . . . . . . . . 2,549,086.75
October 1, 2014 . . . . . . . . . . . . . . . . . . . . . . 29,370,881.21
April 1, 2015 . . . . . . . . . . . . . . . . . . . . . . . 2,894,275.45
October 1, 2015 . . . . . . . . . . . . . . . . . . . . . . 46,921,981.86
April 1, 2016 . . . . . . . . . . . . . . . . . . . . . . . 12,706,718.20
October 1, 2016 . . . . . . . . . . . . . . . . . . . . . . 19,199,088.78
April 1, 2017 . . . . . . . . . . . . . . . . . . . . . . . 7,038,886.69
October 1, 2017 . . . . . . . . . . . . . . . . . . . . . . 50,227,958.85
April 1, 2018 . . . . . . . . . . . . . . . . . . . . . . . 13,708,945.25
October 1, 2018 . . . . . . . . . . . . . . . . . . . . . . 26,751,677.53
April 1, 2019 . . . . . . . . . . . . . . . . . . . . . . . 19,322,570.02
October 1, 2019 . . . . . . . . . . . . . . . . . . . . . . 14,623,437.05
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