Exhibit 4(c)(3)
This Trust Supplement No. 1997-1C, dated as of September 25, 1997
(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 (the "Trustee"), to the Pass Through Trust Agreement, dated as
of June 3, 1996, 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 (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 finance a portion of the purchase price of the
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, 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 this Trust (the
"1997-1C Trust") for the benefit of the Certificateholders, and the initial
Certificateholders as the grantors of the 1997-1C Trust, by their respective
acceptances of the Certificates, join in the creation of this 1997-1C Trust
with the Trustee;
WHEREAS, all of the conditions and requirements necessary to make
this Trust Supplement, when duly executed and delivered, a valid, binding and
legal instrument in accordance with its terms and for the purposes herein
expressed, have been done, performed and fulfilled, and the execution and
delivery of this Trust Supplement in the form and with the terms hereof have
been in all respects duly authorized;
WHEREAS, this Trust Supplement is subject to the provisions of the
Trust Indenture Act of 1939, as amended, and shall, to the extent applicable,
be governed by such provisions;
2
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 1997-1C" (hereinafter defined as
the "Series 1997-1C Certificates"). Each Series 1997-1C Certificate
represents a Fractional Undivided Interest in the 1997-1C Trust created
hereby.
The terms and conditions applicable to the Series 1997-1C
Certificates are as follows:
(a) The aggregate principal amount of the Series 1997-1C Certificates
that shall be authenticated under the Agreement (except for Series 1997-1C
Certificates authenticated and delivered pursuant to Sections 3.03, 3.04
and 3.05 of the Basic Agreement) upon their initial issuance is
$23,462,000.
(b) The Cut-off Date is the earlier of (i) August 31, 1998 or, with
respect to two Prefunded Aircraft (as defined herein) scheduled to be
delivered in October and November 1997, June 15, 1998 and (ii) the 90th day
after the last day of the calendar month in which such Prefunded Aircraft
is delivered to the Company.
(c) The Regular Distribution Dates with respect to any payment of
Scheduled Payments means each January 2 and July 2, commencing on January
2, 1998, 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, 10 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
Business Day after such 10th day if such date is not a Business Day).
(e) (i) The Series 1997-1C Certificates shall be in the form
attached hereto as Exhibit A. Each purchaser of Series 1997-1C
Certificates, by its acceptance of such Certificate or its interest
therein, will be deemed to
3
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 1997-1C 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 Certificates will not constitute a
non-exempt prohibited transaction under ERISA or Section 4975 of the
Code.
(ii) The Series 1997-1C 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
attached hereto as Exhibit B.
(f) The Scheduled Payments of principal shall be as set forth in
Exhibit C hereto.
(g) A portion of the proceeds of the Series 1997-1C Certificates
shall be used to purchase the Equipment Notes in the principal amount
specified below and the unused portion of such proceeds shall be deposited
in the Escrow Account to be applied as set forth in the Agreement:
Principal Amount
Registration Number of Equipment Note
------------------- -----------------
N501XJ $1,931,250
N502XJ 1,931,250
N503XJ 1,931,250
N504XJ 1,931,250
N505XJ 1,931,250
N506XJ 1,931,250
N507XJ 1,964,000
N508XJ 1,968,000
N509XJ 1,980,000
N510XJ 1,984,000
N511XJ 1,988,000
N512XJ 1,990,500
4
(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 finance a portion
of the purchase price to such Owner Trustee of the following Aircraft:
Registration Number Aircraft Type Engine Type
------------------- ------------- -----------
N501XJ Avro RJ85(1) LF-507-1F(2)
N502XJ Avro RJ85 LF-507-1F
N503XJ Avro RJ85 LF-507-1F
N504XJ Avro RJ85 LF-507-1F
N505XJ Avro RJ85 LF-507-1F
N506XJ Avro RJ85 LF-507-1F
N507XJ Avro RJ85 LF-507-1F
N508XJ Avro RJ85 LF-507-1F
N509XJ Avro RJ85 LF-507-1F
N510XJ Avro RJ85 LF-507-1F
N511XJ Avro RJ85 LF-507-1F
N512XJ Avro RJ85 LF-507-1F
(i) The related Note Documents are listed on Exhibit D.
Section 1.02. Intercreditor Agreement. The Series 1997-1C
Certificates are subject to the Intercreditor Agreement.
Section 1.03. Ranking of Equipment Notes. The Equipment Notes will
be subject to the ranking and priority as set forth in the related Indenture.
Section 1.04. No Cross-Default or Cross- Collateralization of
Equipment Certificates. As set forth in the related Indenture, there are no
cross-collateralization provisions or cross-default provisions in respect of
the Equipment Notes.
-----------------
(1) The reference to "Avro RJ85" means the British Aerospace Avro RJ85
airplane.
(2) The reference to "LF-507-1F" means the AlliedSignal LF-507-1F engine.
5
Section 1.05. Ranking of Series 1997-1C Certificates. The Series
1997-1C Certificates will be subject to the ranking and priority as set forth
in the Intercreditor Agreement.
Section 1.06. Liquidity Facility. Payments of interest on the
Series 1997-1C Certificates will be supported by a Liquidity Facility to be
provided by the Liquidity Provider for the benefit of the Certificateholders.
Section 1.07. Purchase Rights of Certificateholders. Upon the
occurrence and during the continuation of a Triggering Event, as defined in
the Basic Agreement, (i) the holders of Certificates issued pursuant to the
1997-1B Trust Supplement shall have the right to purchase all, but not less
than all, of the Series 1997-1A Certificates and (ii) the holders of
Certificates issued pursuant to the 1997-1C Trust Supplement shall have the
right to purchase all, but not less than all, of the Series 1997-1A
Certificates and the Certificates issued pursuant to the 1997-1B Trust
Supplement.
ARTICLE II
PREDELIVERY FUNDING AND
STATEMENT OF INTENT
Section 2.01. Predelivery Funding. During the period between the
date of issuance of Equipment Notes by the Owner Trustee in respect of NWA
Trust Nos. NWA 1997 G, NWA 1997 H, NWA 1997 I, NWA 1997 J, NWA 1997 K and NWA
1997 L, and the earliest to occur of (i) the date of sale to an Owner Trustee
of the related Aircraft, (ii) the date of assumption by the Company of the
Equipment Notes and (iii) the date of redemption of the Equipment Notes under
Section 2.10(c), 2.10(d) and 2.10(e) of the Indenture, such Equipment Notes
will not be secured by such Aircraft or the related Lease, but will be
secured by the Prefunding Collateral Account. Pursuant to the related
Indenture, the Loan Trustee on behalf of the related Owner Trustee will
deposit the proceeds from the sale of the related Equipment Notes into the
Prefunding Collateral Account for the benefit of the Loan Trustee.
Sums deposited in each Prefunding Collateral Account will be
invested as set forth in the related Indenture.
Section 2.02. Statement of Intent. Each of the parties hereto, and
each Certificateholder by acceptance of its Series 1997-1C Certificate,
agrees for Federal income tax purposes to treat the Equipment Notes issued by
the Owner Trustee in respect of NWA Trust Nos. NWA 1997 G, NWA 1997 H, NWA
1997 I, NWA 1997 J, NWA 1997 K and XXX 0000 L(a) on the date of their
original issuance as indebtedness of the Company maturing on the earliest of
(i) the Delivery Date, (ii) the date of assumption by the Company of the
Equipment Notes or (iii) the date of redemption of the Equipment Notes under
Section 2.10(c), 2.10(d)
6
or 2.10(e) of the Indenture and (b) thereafter, as indebtedness of the Owner
Trustee in the case of clause (a)(i) or of the Company in the case of clause
(a)(ii), issued on the respective date and maturing on the maturity date of
the Equipment Notes.
ARTICLE III
DEFINITIONS
Section 3.01. Definitions. For all purposes of the Basic Agreement
as supplemented by this Trust Supplement, the following capitalized terms
have the following meaning:
Intercreditor Agreement: Means the Intercreditor Agreement dated as
of the date hereof by and among the Trustee, the Other Trustees, the
Liquidity Providers named therein and State Street Bank and Trust Company
of Connecticut, National Association, as Subordination Agent.
Other Agreements: Means (i) the Basic Agreement as supplemented by
Trust Supplement No. 1997-1A (the "1997-1A Trust Supplement") dated the
date hereof relating to Northwest Airlines 1997-1A Pass Through Trust and
(ii) the Basic Agreement as supplemented by Trust Supplement No. 1997-1B
(the "1997-1B trust Supplement") dated the date hereof relating to
Northwest Airlines 1997-1B Pass Through Trust.
Other Trustees: Means the trustee under the Other Agreements, and any
successor or other trustee appointed as provided therein.
Prefunded Aircraft: Means the six Aircraft which are expected to be
sold to the Owner Trustee during the period from October 1997 to November
1998.
Prefunding Collateral Account: Means each of the Prefunding
Collateral Accounts established pursuant to the Indentures for each of NWA
1997 G, NWA 1997 H, NWA 1997 I, NWA 1997 J, NWA 1997 K and NWA 1997 L into
which the proceeds of sale of the related Equipment Notes will be
deposited, respectively.
Specified Investments: has the meaning set forth in Schedule II to
the Participation Agreements.
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 Escrow
Account, 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,
7
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.
Trusts: Means, collectively, the Northwest Airlines 1997-1 Pass
Through Trusts to be formed pursuant to the Basic Agreement, as
supplemented by this Trust Supplement and the Other Agreements.
Underwriters: Means the several Underwriters named in and who are
parties to the Underwriting Agreement.
Underwriting Agreement: Means the Underwriting Agreement dated as of
September 16, 1997 by and among the Company, the Guarantor, Credit Suisse
First Boston Corporation, Xxxxxx Brothers Inc. and Xxxxxx Xxxxxxx & Co.
Incorporated.
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
Guarantor or 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.
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
8
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
1997-1C CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
Section 5.03. Execution in Counterparts. This Trust Supplement may
be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the
same instrument.
9
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, as Trustee
By:
---------------------------------------
Name:
Title:
10
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.
XXXXXXXXX XXXXXXXX 0000-0X XXXX THROUGH TRUST
Pass Through
Certificate, Series 1997-1C
Issuance Date: September 25, 1997
Final Legal Distribution Date: July 2, 2008
Evidencing A Fractional Undivided Interest In the 1997-1C Trust,
The Property Of Which Includes Certain Equipment Notes Each Secured
By An Aircraft Leased To Northwest Airlines, Inc. Or A Collateral
Account Holding Specified Investments Purchased With The Proceeds
Of The Sale Of Such Issue Of Equipment Notes
Certificate
No. _____ $________ Fractional Undivided Interest representing
0.__% of the Trust per $1,000 of Reference Principal
Amount
11
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 1997-1C Pass
Through Trust (the "Trust") created by State Street Bank and Trust Company,
as trustee (the "Trustee"), pursuant to a Pass Through Trust Agreement, dated
as of June 3, 1996 (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. 1997-1C thereto, dated as of September
25, 1997 (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 1997-1C" (herein called the
"Certificates"). This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Intercreditor
Agreement, to which 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 (A) the Aircraft leased to the
Company or (B) a collateral account holding Specified Investments purchased
with the proceeds of the sale of such issue of the Equipment Notes.
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 Pass Through
Certificates, Series 1997-1C, was determined on the basis of (x) the
aggregate of the Reference Principal Amount of this Certificate (as specified
above) and of the other Pass Through Certificates, Series 1997-1C and (y) the
aggregate original principal amounts of the Equipment Notes constituting the
Trust Property.
Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will
be distributed on each January 2 and July 2 (a "Regular Distribution Date"),
commencing January 2, 1999 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,
12
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 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 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.
13
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 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.
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
14
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.
15
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, as Trustee
By: Xxxx X. Xxxxxx
----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President-Finance &
Assistant Treasurer
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, as Trustee
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
16
EXHIBIT B
DTC Letter of Representations
17
SERIES 1997-1C
REGULAR DISTRIBUTION DATES
AND
SCHEDULED PAYMENTS
Regular Distribution Date Scheduled Payment
------------------------- -----------------
January 2, 1999 $ 0.00
July 2, 1999 0.00
January 2, 1999 545,822.78
July 2, 1999 0.00
January 2, 2000 275,769.00
July 2, 2000 0.00
January 2, 2001 428,323.02
July 2, 2001 0.00
January 2, 2002 3,430,384.10
July 2, 2002 800,335.74
January 2, 2003 4,413,586.16
July 2, 2003 0.00
January 2, 2004 5,319,923.93
July 2, 2004 1,183,942.32
January 2, 2005 4,176,681.87
July 2, 2005 570,094.19
January 2, 2006 2,086,736.55
July 2, 2006 103,301.50
January 2, 2007 127,098.84
July 2, 2007 0.00
January 2, 2008 0.00
July 2, 2008 0.00
January 2, 2009 0.00
July 2, 2009 0.00
January 2, 2010 0.00
July 2, 2010 0.00
January 2, 2011 0.00
July 2, 2011 0.00
January 2, 2012 0.00
18
Regular Distribution Date Scheduled Payment
------------------------- -----------------
July 2, 2012 0.00
January 2, 2013 0.00
July 2, 2013 0.00
January 2, 2014 0.00
July 2, 2014 0.00
January 2, 2015 0.00
July 2, 2015 0.00
July 2, 2016 0.00
19
EXHIBIT D
NOTE DOCUMENTS
