Exhibit 4(a)(3)
TRUST SUPPLEMENT NO. 2002-1G-2
Dated as of April 30, 2002
between
DELTA AIR LINES, INC.
and
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION,
as Trustee,
To
PASS THROUGH TRUST AGREEMENT
Dated as of November 16, 2000
Delta Air Lines, Inc. Pass Through Trust 2002-1G-2
6.417% Delta Air Lines
Pass Through Certificates,
Series 2002-1G-2
TRUST SUPPLEMENT NO. 2002-1G-2
This TRUST SUPPLEMENT NO. 2002-1G-2, dated as of April 30, 2002 (the
"Trust Supplement"), between DELTA AIR LINES, INC., a Delaware corporation, and
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association, as Trustee, to the Pass Through Trust Agreement,
dated as of November 16, 2000, between the Company (such term and other
capitalized terms used herein without definition being defined as provided in
Section 1.01) and the Trustee (the "Basic Agreement").
W I T N E S S E T H:
WHEREAS, the Basic Agreement, which is unlimited as to the aggregate
face amount of Certificates that may be issued and authenticated thereunder, has
heretofore or concurrently herewith been executed and delivered;
WHEREAS, subject to clause (ii) of this recital, (i) pursuant to
each Indenture with respect to an Aircraft owned by Delta at the time such
Indenture is entered into (an "Owned Aircraft"), Delta will issue on a recourse
basis four (or, in the case of a Boeing 737-832 Aircraft, three) series of
Equipment Notes secured by such Aircraft and (ii) if an Aircraft becomes subject
to a sale/leaseback transaction at any time after the date hereof (a "Leased
Aircraft"), pursuant to an Indenture with respect to such Aircraft, as amended
and restated in connection with such sale/leaseback transaction, the Owner
Trustee will assume on a non-recourse basis Delta's obligations in respect of
the Equipment Notes secured by such Aircraft, subject to re-optimization of such
Equipment Notes (if such sale/leaseback transaction occurs prior to May 1,
2003);
WHEREAS, the Trustee shall hereby declare the creation of the Class
G-2 Trust (as defined below) for the benefit of Holders of the Class G-2
Certificates (as defined below) to be issued in respect of such Class G-2 Trust,
and the initial Holders of the Class G-2 Certificates, as grantors of such Class
G-2 Trust, by their respective acceptances of the Class G-2 Certificates, shall
join in the creation of the Class G-2 Trust with the Trustee;
WHEREAS, all Certificates to be issued by the Class G-2 Trust will
evidence Fractional Undivided Interests in the Class G-2 Trust and will have no
rights, benefits or interests in respect of any other separate Trust or the
property held therein;
WHEREAS, pursuant to the terms and conditions of the Basic
Agreement, as supplemented by this Trust Supplement and the Participation
Agreements, the Trustee on behalf of the Class G-2 Trust shall purchase the
Equipment Notes issued by the Company pursuant to the Indentures relating to the
Aircraft having the identical interest rate as, and final maturity dates not
later than the final Regular Distribution Date of, the Class G-2 Certificates
issued hereunder and shall hold such Equipment Notes in trust for the benefit of
the Class G-2 Certificateholders;
WHEREAS, pursuant to the terms and conditions of the Intercreditor
Agreement referred to in Section 3.01(h) hereof (the "Intercreditor Agreement"),
the Trustee and the other parties thereto will agree to the terms of
subordination set forth therein;
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 and shall, to the extent applicable, be governed by such
provisions;
NOW THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Unless otherwise specified herein or the
context otherwise requires, capitalized terms used but not defined herein shall
have the respective meanings set forth, and shall be construed and interpreted
in the manner described, in the Basic Agreement or, to the extent not defined
therein, in the Intercreditor Agreement.
Section 1.02 Amended Definitions. For purposes of the Class G-2
Trust, the definitions of the following capitalized terms as specified
heretofore in Section 1.01 of the Basic Agreement shall be amended to read as
follows:
"Pool Balance: means, with respect to the Class G-2 Certificates as
of any date, (i) the original aggregate face amount of the Class G-2
Certificates less (ii) the aggregate amount of all distributions made in respect
of the Class G-2 Certificates other than distributions made in respect of
interest or premium or reimbursement of any costs or expenses incurred in
connection therewith. The Pool Balance as of any Regular Distribution Date or
Special Distribution Date shall be computed after giving effect to the payment
of principal, if any, on the Series G-2 Equipment Notes or other Trust Property
held in the Class G-2 Trust and the distribution thereof to be made on such date
and payments under the Policy made for the benefit of the Class G-2
Certificateholders (other than in respect of the Liquidity Facilities and
interest on the Class G-2 Certificates)."
"Trust Property: means, with respect to the Class G-2 Trust, (i)
subject to the Intercreditor Agreement, the Series G-2 Equipment Notes held as
the property of the Class G-2 Trust, all monies at any time paid thereon and all
monies due and to become due thereunder, (ii) funds from time to time deposited
in the Certificate Account and the Special Payments Account, each for the Class
G-2 Trust, and, subject to the Intercreditor Agreement, any proceeds from the
sale by the Trustee pursuant to Article VI of the Basic Agreement of any Series
G-2 Equipment Note referred to in (i) above, (iii) all rights of the Class G-2
Trust and the Trustee, on behalf of the Class G-2 Trust, under the Intercreditor
Agreement or Class G-2 Liquidity Facility, including, without limitation, all
rights to receive all monies and other property payable thereunder, (iv) all
monies or other property receivable under the Intercreditor Agreement or the
Class G-2 Liquidity Facility and (v) all monies or other property payable to the
Trustee on behalf of the Class G-2 Trust pursuant to the Policy."
ARTICLE II
DECLARATION OF TRUST
Section 2.01 Declaration of Trust. The Trustee hereby declares the
creation of a Trust, designated the "Delta Air Lines Pass Through Trust
2002-1G-2" (the "Class G-2 Trust"), for the benefit of the Holders of the Class
G-2 Certificates to be issued in respect of such Class G-2 Trust, and the
initial Holders of the Class G-2 Certificates, as grantors of such Class G-2
Trust, by their respective acceptances of the Class G-2 Certificates, join in
the creation of such Class G-2 Trust with the Trustee. The Trustee, by the
execution and delivery of this Trust Supplement, acknowledges its acceptance of
all right, title and interest in and to the Trust Property to be acquired
pursuant to Section 2.02 of the Basic Agreement and the Participation Agreements
and the Trustee will hold such right, title and interest for the benefit of all
present and future Holders of the Class G-2 Certificates, upon the trusts set
forth in the Basic Agreement and this Trust Supplement.
ARTICLE III
THE CERTIFICATES
Section 3.01 The Certificates. There is hereby created a series of
Certificates to be issued under this Agreement designated as "6.417% Delta Air
Lines Pass Through Certificates, Series 2002-1G-2" (the "Class G-2
Certificates"). Each Class G-2 Certificate represents a Fractional Undivided
Interest in the Class G-2 Trust created hereby. The Class G-2 Certificates shall
be the only instruments evidencing a Fractional Undivided Interest in the Class
G-2 Trust.
The terms and conditions applicable to the Class G-2 Certificates
and the Class G-2 Trust are as follows:
(a) The aggregate face amount of the Class G-2 Certificates that may
be authenticated and delivered under this Agreement (except for Class G-2
Certificates authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Class G-2 Certificates pursuant
to Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement) is
$370,286,000.
(b) The Cut-off Date is May 28, 2002.
(c) The Regular Distribution Dates with respect to any payment of
Scheduled Payments means January 2 and July 2 of each year, commencing on
January 2, 2003, until payment of all of the Scheduled Payments to be made
under the Equipment Notes has been made. The entire principal amount of
the Equipment Notes to be held by the Class G-2 Trust is scheduled for
payment on July 2, 2012.
(d) The Special Distribution Dates with respect to the Class G-2
Certificates means any Business Day on which a Special Payment is to be
distributed pursuant to this Agreement.
(e) The Class G-2 Certificates shall be in the form attached hereto
as Exhibit A, shall be Book-Entry Certificates and shall be subject to the
conditions set forth in the Letter of Representations between the Company
and The Depository Trust Company, as initial Clearing Agency, attached
hereto as Exhibit B.
(f) The proceeds of the Class G-2 Certificates issued by the Class
G-2 Trust shall be used to acquire the Equipment Notes described in
Schedule I, such Equipment Notes to relate to the Aircraft described in
Schedule II and the Note Documents described in Schedule III.
(g) Any Person acquiring or accepting a Class G-2 Certificate or an
interest therein will, by such acquisition or acceptance, be deemed to
represent and warrant to the Company, the Loan Trustees and the Trustee
that either (i) no assets of a Plan or any trust established with respect
to a Plan, have been used to purchase Class G-2 Certificates or an
interest therein or (ii) the purchase and holding of Class G-2
Certificates or interests therein by such Person is exempt from the
prohibited transaction restrictions of ERISA and the Code or materially
similar provisions of Similar Law pursuant to one or more prohibited
transaction statutory or administrative exemptions.
"Plan" means a retirement plan or other employee benefit plan or
arrangement, including for this purpose an individual retirement account,
annuity or Xxxxx plan, that is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or Section
4975 of the Internal Revenue Code of 1986 (the "Code"), or such a plan or
arrangement which is a foreign, church or governmental plan or arrangement
exempt from Title I of ERISA and Section 4975 of the Code but subject to a
foreign, federal, state, or local law which is substantially similar to
the provisions of Title I of ERISA or Section 4975 of the Code (each, a
"Similar Law").
(h) The Class G-2 Certificates will be subject to the following
Intercreditor Agreement (and to the extent the terms thereof (including
the definitions of defined terms) are inconsistent with the terms of this
Agreement, such Intercreditor Agreement shall control): that certain
Intercreditor Agreement, dated as of the date hereof, among State Street
Bank and Trust Company of Connecticut, National Association, as Trustee
under each Trust (as defined therein), MBIA Insurance Corporation, as the
Policy Provider, Westdeutsche Landesbank Girozentrale, New York Branch, as
Class G-1 Liquidity Provider, Class G-2 Liquidity Provider and Class C
Liquidity Provider, and State Street Bank and Trust Company of
Connecticut, National Association, as Subordination Agent thereunder.
Potential Purchasers shall have the rights upon the occurrence of a
Triggering Event set forth in Article IV hereof. The Trustee and, by
acceptance of any Class G-2 Certificate, each Certificateholder thereof,
agrees to be bound by all of the provisions of the Intercreditor
Agreement, including the subordination provisions of Section 9.09 thereof.
(i) The Class G-2 Certificates will have the benefit of the
following Liquidity Facility: that certain Revolving Credit Agreement,
dated as of the date hereof, between State Street Bank and Trust Company
of Connecticut, National Association, as Subordination Agent under the
Intercreditor Agreement, as agent and trustee for the Class G-2 Trust, and
Westdeutsche Landesbank Girozentrale, New York Branch.
(j) Payments of interest on the Class G-2 Certificates when due and
payment of the outstanding balance on the Class G-2 Certificates on the
Final Legal Distribution Date for the Class G-2 Certificates and under
certain other circumstances will be supported by a financial guaranty
insurance policy to be issued by the Policy Provider under 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."
(k) Subject to Section 2.02(b) of the Basic Agreement, there will
not be any deposit agreement, escrow agreement or other similar
arrangement prior to delivery of the Aircraft.
(l) The Company may at any time purchase any of the Class G-2
Certificates at any price in the open market and may hold such Class G-2
Certificates to maturity.
(m) The Responsible Party is the Company.
Section 3.02 Delivery of Documents. The Trustee is hereby directed
(i) to execute and deliver the Intercreditor Agreement referred to in Section
3.01(h) of this Trust Supplement and the Policy Provider 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.
Section 3.03 Policy Provider Agreement. For purposes of this Trust
Supplement, the representations and warranties of the Trustee set forth in
Section 7.15(b), (c), (d) and (e) of the Basic Agreement shall be amended by
adding the phrase "the Policy Provider Agreement" after each reference to
"Intercreditor Agreement" therein.
ARTICLE IV
DEFAULT
Section 4.01 Purchase Rights of Certificateholders. (a) By
acceptance of its Class G-2 Certificate, each Class G-2 Certificateholder agrees
that at any time after the occurrence and during the continuation of a
Triggering Event,
(i) unless the Policy Provider has purchased or given notice of its
election to purchase the Class G-1 Certificates pursuant to Section
4.01(a)(v) hereof, if the Class G-1 Trustee is then the Controlling Party,
each Class G-2 Certificateholder shall have the right to purchase, for the
purchase price set forth in the Class G-1 Trust Agreement, all, but not
less than all, of the Class G-1 Certificates upon ten days' prior written
notice to the Class G-1 Trustee and each other Class G-2
Certificateholder, provided that (A) if prior to the end of such ten-day
period any other Class G-2 Certificateholder notifies such purchasing
Class G-2 Certificateholder that such other Class G-2 Certificateholder
wants to participate in such purchase, then such other Class G-2
Certificateholder may join with the purchasing Class G-2 Certificateholder
to purchase all, but not less than all, of the Class G-1 Certificates pro
rata based on the Fractional Undivided Interest in the Class G-2 Trust
held by each such Class G-2 Certificateholder and (B) if prior to the end
of such ten-day period any other Class G-2 Certificateholder fails to
notify the purchasing Class G-2 Certificateholder of such other Class G-2
Certificateholder's desire to participate in such a purchase, then such
other Class G-2 Certificateholder shall lose its right to purchase the
Class G-1 Certificates pursuant to this Section 4.01(a)(i); and
(ii) unless the Policy Provider has purchased or given notice of its
election to purchase the Class G-2 Certificates pursuant to Section
4.01(a)(v) hereof, if the Trustee is then the Controlling Party, each
Class G-1 Certificateholder shall have the right to purchase all, but not
less than all, of the Class G-2 Certificates upon ten days' prior written
notice to the Trustee and each other Class G-1 Certificateholder, provided
that (A) if prior to the end of such ten-day period any other Class G-1
Certificateholder notifies such purchasing Class G-1 Certificateholder
that such other Class G-1 Certificateholder wants to participate in such
purchase, then such other Class G-1 Certificateholder may join with the
purchasing Class G-1 Certificateholder to purchase all, but not less than
all, of the Class G-2 Certificates pro rata based on the Fractional
Undivided Interest in the Class G-1 Trust held by each such Class G-1
Certificateholder and (B) if prior to the end of such ten-day period any
other Class G-1 Certificateholder fails to notify the purchasing Class G-1
Certificateholder of such other Class G-1 Certificateholder's desire to
participate in such a purchase, then such other Class G-1
Certificateholder shall lose its right to purchase the Class G-2
Certificates pursuant to this Section 4.01(a)(ii); and
(iii) unless the Policy Provider has purchased or given notice of
its election to purchase the Class G-1 Certificates and the Class G-1
Certificates pursuant to Section 4.01(a)(v) hereof, each Class C
Certificateholder shall have the right (which shall not expire upon any
purchase of the Class G-2 Certificates or the Class G-1 Certificates
pursuant to clause (i) or (ii) above) to purchase all, but not less than
all, of the Class G-1 Certificates and the Class G-2 Certificates upon ten
days' prior written notice to the Trustee, the Class G-1 Trustee and each
other Class C Certificateholder, provided that (A) if prior to the end of
such ten-day period any other Class C Certificateholder notifies such
purchasing Class C Certificateholder that such other Class C
Certificateholder wants to participate in such purchase, then such other
Class C Certificateholder may join with the purchasing Class C
Certificateholder to purchase all, but not less than all, of the Class G-1
Certificates and the Class G-2 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 Class G-1 Certificates and the Class
G-2 Certificates pursuant to this Section 4.01(a)(iii); and
(iv) unless the Policy Provider has purchased or given notice of its
election to purchase the Class G-1 Certificates and the Class G-1
Certificates pursuant to Section 4.01(a)(v) hereof ( it being understood
that such purchase or election to purchase shall not affect the rights of
the Class D Certificateholders with respect to the purchase of the Class C
Certificates), each Class D Certificateholder (other than the Company or
any of its Affiliates) shall have the right (which shall not expire upon
any purchase of the Class G-1 Certificates or the Class G-2 Certificates
pursuant to clause (i), (ii) or (iii) above) to purchase all, but not less
than all, of the Class G-1 Certificates, the Class G-2 Certificates and
the Class C Certificates upon ten days' prior written notice to the
Trustee, the Class G-1 Trustee, the Class C Trustee and each other Class D
Certificateholder, provided that (A) if prior to the end of such ten-day
period any other Class D Certificateholder notifies such purchasing Class
D Certificateholder that such other Class D Certificateholder wants to
participate in such purchase, then such other Class D Certificateholder
may join with the purchasing Class D Certificateholder to purchase all,
but not less than all, of the Class G-1 Certificates, the Class G-2
Certificates and the Class C Certificates pro rata based on the Fractional
Undivided Interest in the Class D Trust held by each such Class D
Certificateholder and (B) if prior to the end of such ten-day period any
other Class D Certificateholder fails to notify the purchasing Class D
Certificateholder of such other Class D Certificateholder's desire to
participate in such a purchase, then such other Class D Certificateholder
shall lose its right to purchase the Class G-1 Certificates, the Class G-2
Certificates and the Class C Certificates pursuant to this Section
4.01(a)(iv); and
(v) whether or not any Class G-1, Class G-2, Class C or Class D
Certificateholders have exercised their rights pursuant to paragraphs (i),
(ii), (iii) or (iv) 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 (x) Class G-2
Certificates upon ten days' written notice to the Trustee and the holders
of the Class G-2 Certificates and (y) the Class G-1 Certificates upon ten
days' written notice to the Class G-1 Trustee and the holders of the Class
G-1 Certificates.
The purchase price with respect to the Class G-2 Certificates shall
be equal to the Pool Balance of the Class G-2 Certificates, together with
accrued and unpaid interest in respect thereof to the date of such purchase,
without premium, but including any other amounts then due and payable to the
Class G-2 Certificateholders under this Agreement, the Intercreditor Agreement
or any Note Document or on or in respect of the Class G-2 Certificates;
provided, however, that if such purchase occurs after the Record Date relating
to any Distribution Date, such purchase price shall be reduced by the amount to
be distributed hereunder on such related Distribution Date (which deducted
amounts shall remain distributable to, and may be retained by, the Class G-2
Certificateholders as of such Record Date); provided, further that no such
purchase of Class G-2 Certificates pursuant to clause (iii) or (iv) above shall
be effective unless the purchaser(s) shall certify to the Trustee that
contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant
to the terms of this Agreement and the Intercreditor Agreement, all of the Class
G-1 Certificates, the Class G-2 Certificates and the Class C Certificates that
are senior to the securities held by such purchaser(s), subject to the purchase
rights of the Policy Provider provided in Section 4.01(a)(v) hereof. Each
payment of the purchase price of the Class G-2 Certificates referred to in the
first sentence hereof 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
4.01(a). Each Class G-2 Certificateholder agrees by its acceptance of its
Certificate that it will, upon payment from such Class G-1 Certificateholder(s),
Class C Certificateholder(s), Class D 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 as to its own acts) all of the right, title, interest and obligation of
such Class G-2 Certificateholder in this Agreement, the Intercreditor Agreement,
the Policy, the Policy Provider Agreement, the Class G-2 Liquidity Facility, the
Note Documents and all Class G-2 Certificates held by such Class G-2
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(s) shall assume all
of such Class G-2 Certificateholder's obligations under this Agreement, the
Intercreditor Agreement, the Policy, the Policy Provider Agreement, the Class
G-2 Liquidity Facility, the Note Documents and all such Class G-2 Certificates.
The Class G-2 Certificates will be deemed to be purchased on the date payment of
the purchase price is made notwithstanding the failure of any Class G-2
Certificateholder to deliver any Class G-2 Certificate and, upon such a
purchase, (i) the only rights of the Class G-2 Certificateholders will be to
deliver the Class G-2 Certificates and (ii) if the purchaser(s) shall so
request, each such Class G-2 Certificateholder will comply with all the
provisions of Section 3.04 of the Basic Agreement to enable new Class G-2
Certificates to be issued to the purchaser(s) in such denominations as it shall
request. All charges and expenses in connection with the issuance of any such
new Class G-2 Certificates shall be borne by the purchaser(s) thereof.
(b) This Section 4.01 supplements and, to the extent inconsistent
with any provision of Section 6.01(a) of the Basic Agreement, replaces the
provisions of Section 6.01(a) of the Basic Agreement. Notwithstanding anything
to the contrary set forth herein or in any Operative Agreement, the provisions
of this Section 4.01 may not be amended in any manner without the consent of
each Class G-1 Certificateholder, Class G-2 Certificateholder, Class C
Certificateholder or Class D Certificateholder (other than the Company or any of
its Affiliates) that would be adversely affected thereby, or the Policy
Provider, if it would be adversely affected thereby.
ARTICLE V
SUPPLEMENTAL AGREEMENTS
Section 5.01 Supplemental Agreements. (a) For purposes of the Class
G-2 Trust only, the following provisions of the Basic Agreement shall be amended
as provided below.
(i) Section 7.09(b) of the Basic Agreement shall be amended by
inserting the phrase "the Policy Provider," immediately after each
reference to "the Company" therein.
(ii) Section 9.01 of the Basic Agreement shall be amended by adding
the phrase "but with, in the case of clauses (2), (4), (5), (7) and (13)
below, the consent of the Policy Provider" immediately after the phrase
"Without the consent of any Certificateholders,".
(iii) Section 9.01 of the Basic Agreement shall be amended by adding
the phrase "the Policy and the Policy Provider Agreement," after each
reference to "Intercreditor Agreement" therein (except for the second such
reference in subparagraph (7) thereof).
(iv) Section 9.02 of the Basic Agreement shall be amended by (A)
adding the phrase "and upon the prior written consent of the Policy
Provider" immediately after the phrase "by Direction of said
Certificateholders delivered to the Company and the Trustee," appearing in
the fifth line thereof and (B) by adding the phrase "the Policy Provider
and" immediately after the phrase "provided, however, that no such
agreement shall, without the consent of" appearing in the 13th line
thereof.
(v) Section 9.02 of the Basic Agreement shall be amended by (i)
adding the phrase "the Policy and the Policy Provider Agreement," after
each reference to "Intercreditor Agreement" therein (except for such
reference in subparagraph (3) thereof) and (ii) adding the following as
clause (6) thereof:
"(6) terminate the Policy or modify the Policy other than
amendments already contemplated or required by Section 3.06 of
the Policy Provider Agreement."
(vi) Section 9.04 of the Basic Agreement shall be amended by
inserting the phrase "(which opinion shall also be addressed to the Policy
Provider)" immediately before the period at the end of such Section.
(vii) Section 10.01 of the Basic Agreement shall be amended by
inserting at the beginning of the second sentence thereof the phrase
"Subject to Section 8.01(b) of the Intercreditor Agreement (as defined in
Trust Supplement No. 2002-1G-2 dated as of April 30, 2002),".
(b) Promptly following (i) May 1, 2003 (the "Reoptimization 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-32 of the
Prospectus Supplement as a result of any sale/leaseback transaction with
respect to any Xxxxxx 000-000 Xxxxxxxx, xxx (xx) any early redemption or
purchase of, or any default in the payment of principal or interest in
respect of, any of the Series G-2 Equipment Notes held in the Class G-2
Trust, the Trustee shall furnish to Class G-2 Certificateholders of record
on such date a statement setting forth (x) the expected Pool Factors for
each subsequent Regular Distribution Date following the Reoptimization
Cut-off Date and (y) the expected principal distribution schedule of the
Series G-2 Equipment Notes, in the aggregate, held as Trust Property at
the date of such notice. With respect to the Class G-2 Certificates
registered in the name of a Clearing Agency, on the Reoptimization 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 Class G-2 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
Class G-2 Certificates.
(c) The Trustee agrees to send to S&P (at its address at 00 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx, 10041-0003, Attention: Xxxxxx X.
Xxxxxxxx, or such other address as S&P may notify the Trustee) and the
Policy Provider (at its address specified in the Intercreditor Agreement)
a copy of each notice, statement, report or other written communication
sent by the Trustee to each Class G-2 Certificateholder.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 6.01 Final Termination Date. The respective obligations and
responsibilities of the Company and the Trustee created hereby and the Class G-2
Trust created hereby shall terminate upon the distribution to all
Certificateholders of Class G-2 Certificates and the Trustee of all amounts
required to be distributed to them pursuant to this Agreement and the
disposition of all property held as part of the Trust Property; provided,
however, that in no event shall the Trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Xxxxxx X. Xxxxxxx, Xx., the father of Xxxx X. Xxxxxxx, former President of the
United States, living on the date of this Trust Supplement.
Section 6.02 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 6.03 Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE
STATE OF NEW YORK AND THIS AGREEMENT AND THE CLASS G-2 CERTIFICATES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 6.04 Counterparts. This Trust Supplement may be executed in
any number of counterparts (and each of the parties shall not be required to
execute the same counterpart). Each counterpart of this Trust Supplement
including a signature page or pages executed by each of the parties hereto shall
be an original counterpart of this Trust Supplement, but all of such
counterparts together shall constitute one instrument.
Section 6.05 Intention of Parties. The parties hereto intend that
the Class G-2 Trust be classified for United States federal income tax purposes
as a grantor trust under Subpart E, Part I, Subchapter J, Chapter 1 of Subtitle
A of the Internal Revenue Code of 1986, as amended, and not as a trust or
association taxable as a corporation or as a partnership. Each Certificateholder
of a Class G-2 Certificate, by its acceptance of its Class G-2 Certificate or a
beneficial interest therein, agrees to treat the Class G-2 Trust as a grantor
trust for all United States federal, state and local income tax purposes. The
Trustee shall not be authorized or empowered to do anything that would cause the
Class G-2 Trust to fail to qualify as a grantor trust for such tax purposes
(including as subject to this restriction, acquiring any Aircraft by bidding the
Equipment Notes relating thereto or otherwise, or taking any action with respect
to any such Aircraft once acquired).
IN WITNESS WHEREOF, the parties have caused this Trust Supplement to
be duly executed by their respective officers thereto duly authorized as of the
date first written above.
DELTA AIR LINES, INC.
By: ____________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION,
as Trustee
By: ____________________________________
Name:
Title:
EXHIBIT A to
TRUST SUPPLEMENT NO. 2002-1G-2
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 as the registered owner
hereof, Cede & Co., has an interest herein.
----------
* This legend to appear on Book-Entry Certificates to be deposited with The
Depository Trust Company.
DELTA AIR LINES, INC. PASS THROUGH TRUST 2002-1G-2
6.417% DELTA AIR LINES PASS THROUGH CERTIFICATE, SERIES 2002-1G-2
Final Expected Regular Distribution Date: July 2, 2012
evidencing a fractional undivided interest in a Trust, the
property of which includes or will include, among other
things, certain Equipment Notes each secured by an Aircraft
owned by Delta Air Lines, Inc.
Certificate No. ______ $____________ Fractional CUSIP No. _______
Undivided Interest representing
[__________]% of the Trust per
$1,000 face amount
THIS CERTIFIES THAT ________, for value received, is the registered
owner of a $______ (______ dollars) Fractional Undivided Interest in the Delta
Air Lines Pass Through Trust, Series 2002-1G-2 (the "Trust") created by STATE
STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as trustee
(the "Trustee"), pursuant to a Pass Through Trust Agreement, dated as of
November 16, 2000 (the "Basic Agreement"), as supplemented by Trust Supplement
No. 2002-1G-2 thereto dated as of April 30, 2002 (collectively, the
"Agreement"), between the Trustee and Delta Air Lines, Inc., a corporation
incorporated under Delaware law (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 "6.417% Delta Air Lines Pass Through Certificates,
Series 2002-1G-2" (herein called the "Certificates"). This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement.
By virtue of its acceptance hereof, the Certificateholder of this Certificate
assents to and agrees to be bound by all of the provisions of the Agreement and
the Intercreditor Agreement, including the subordination provisions of Section
9.09 of the Intercreditor Agreement. The property of the Trust includes or will
include certain Equipment Notes and all rights of the Trust and the Trustee, on
behalf of the Trust, to receive any payments under the Intercreditor Agreement
or the Liquidity Facility (the "Trust Property"). Each issue of the Equipment
Notes is or will be secured by, among other things, a security interest in
certain Aircraft owned by or leased to the Company.
The Certificates represent Fractional Undivided Interests in the
Trust and the Trust Property, and will have 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 January 2 and July 2 (a "Regular Distribution Date"),
commencing on January 2, 2003, 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 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 distributions 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 a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company, the Trustee or any
Loan Trustee or any Affiliate thereof. The Certificates are limited in right of
payment, all as more specifically set forth on the face hereof 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 any payment or distribution to such Certificateholder
pursuant to the terms of the Agreement and that it will not have any recourse to
the Company, any Owner Trustee, the Trustee or the Loan Trustees except as
otherwise expressly provided in the Agreement, in any Note Document or in the
Intercreditor 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
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the Register
upon surrender of this Certificate for registration of transfer at the offices
or agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $1,000 Fractional Undivided Interest
and integral multiples thereof except that one Certificate may be issued in a
different denomination. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.
The Company, the Trustee, the Registrar and any Paying Agent shall
deem and treat the person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Company, the Trustee, the
Registrar or 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.
Any Person acquiring or accepting this Certificate or an interest
herein will, by such acquisition or acceptance, be deemed to represent and
warrant to the Company, the Loan Trustees and the Trustee that either: (i) no
assets of a Plan or any trust established with respect to a Plan, have been used
to purchase this Certificate or an interest herein or (ii) the purchase and
holding of this Certificate or interest herein by such Person are exempt from
the prohibited transaction restrictions of ERISA and the Code or materially
similar provisions of Similar Law pursuant to one or more prohibited transaction
statutory or administrative exemptions.
THIS CERTIFICATE AND THE AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES AND CERTIFICATEHOLDERS HEREUNDER AND THEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
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.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
DELTA AIR LINES, INC. PASS THROUGH TRUST
2002-1G-2
By: STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL
ASSOCIATION,
as Trustee
By: ____________________________________
Title:
Dated:
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: ____________________________________
Authorized Officer
EXHIBIT B to
TRUST SUPPLEMENT NO. 2002-1G-2
[DTC Letter of Representations]
[Intentionally Omitted]
N372DA
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,073,800.00
N373DA
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,073,800.00
N374DA
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,075,200.00
N375DA
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,075,200.00
N396DA
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,125,600.00
N397DA
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,125,600.00
N398DA
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,125,600.00
N399DA
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,125,600.00
N3730B
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,128,400.00
N3764D
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,156,400.00
N3765
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,156,400.00
N3766
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,156,400.00
N3767
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,156,400.00
N3768
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,156,400.00
N3769L
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,156,400.00
N37700
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,156,400.00
N3771K
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 1,156,400.00
N67171
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 16,892,444.59
N185DN
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 19,091,193.30
N186DN
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 19,091,193.26
N187DN
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 19,915,297.95
N188DN
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 19,915,297.95
N189DN
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 20,739,402.65
N190DN
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 20,739,402.65
N191DN
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 20,739,402.65
N192DN
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 20,739,402.65
N828MH
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 28,775,551.40
N829MH
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 28,774,313.79
N830MH
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 28,891,030.48
N831MH
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 28,891,030.48
N832MH
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 28,891,030.48
N833MH
---------------------------------------
SCHEDULE 1-A to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTE
PRINCIPAL PAYMENTS
Scheduled Principal
Payment Date Payments
------------ -------------------
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 29,011,605.76
SCHEDULE I-B to
TRUST SUPPLEMENT NO. 2002-1G-2
AGGREGATE EQUIPMENT NOTE PRINCIPAL PAYMENTS
Payment Date Scheduled Principal Payments
--------------- ----------------------------
April 30, 2002
January 2, 2003 $0.00
July 2, 2003 0.00
January 2, 2004 0.00
July 2, 2004 0.00
January 2, 2005 0.00
July 2, 2005 0.00
January 2, 2006 0.00
July 2, 2006 0.00
January 2, 2007 0.00
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
July 2, 2012 370,286,000.00
SCHEDULE II to
TRUST SUPPLEMENT NO. 2002-1G-2
EQUIPMENT NOTES,
PRINCIPAL AMOUNTS AND MATURITIES
Equipment Notes Principal Amount Maturity
--------------- --------------- ------------
N372DA 1,073,800.00 July 2, 2012
N373DA 1,073,800.00 July 2, 2012
N374DA 1,075,200.00 July 2, 2012
N375DA 1,075,200.00 July 2, 2012
N396DA 1,125,600.00 July 2, 2012
N397DA 1,125,600.00 July 2, 2012
N398DA 1,125,600.00 July 2, 2012
N399DA 1,128,400.00 July 2, 2012
N3730B 1,128,400.00 July 2, 2012
N3764D 1,156,400.00 July 2, 2012
N3765 1,156,400.00 July 2, 2012
N3766 1,156,400.00 July 2, 2012
N3767 1,156,400.00 July 2, 2012
N3768 1,156,400.00 July 2, 2012
N3769L 1,156,400.00 July 2, 2012
N37700 1,159,200.00 July 2, 2012
N3771K 1,159,200.00 July 2, 2012
N67171 16,892,444.59 July 2, 2012
N185DN 19,091,193.30 July 2, 2012
N186DN 19,091,193.26 July 2, 2012
N187DN 19,915,297.95 July 2, 2012
N188DN 19,915,297.95 July 2, 2012
N189DN 20,739,402.65 July 2, 2012
N190DN 20,739,402.65 July 2, 2012
N191DN 20,739,402.65 July 2, 2012
N192DN 20,739,402.65 July 2, 2012
N828MH 28,775,551.40 July 2, 2012
N829MH 28,774,313.79 July 2, 2012
N830MH 28,891,030.48 July 2, 2012
N831MH 28,891,030.48 July 2, 2012
N832MH 28,891,030.48 July 2, 2012
N833MH 29,011,605.76 July 2, 2012
SCHEDULE III to
TRUST SUPPLEMENT NO. 2002-1G-2
AIRCRAFT
Aircraft
Registration
Aircraft Number
--------------- -------------------
B737-832 N372DA
B737-832 N373DA
B737-832 N374DA
B737-832 N375DA
B737-832 N396DA
B737-832 N397DA
B737-832 N398DA
B737-832 N399DA
B737-832 N3730B
B737-832 N3764D
B737-832 N3765
B737-832 N3766
B737-832 N3767
B737-832 N3768
B737-832 N3769L
B737-832 N37700
B737-832 N3771K
B757-232 N67171
B767-332ER N185DN
B767-332ER N186DN
B767-332ER N187DN
B767-332ER N188DN
B767-332ER N189DN
B767-332ER N190DN
B767-332ER N191DN
B767-332ER N192DN
B767-432ER N828MH
B767-432ER N829MH
B767-432ER N830MH
B767-432ER N831MH
B767-432ER N832MH
B767-432ER N833MH
SCHEDULE IV to
TRUST SUPPLEMENT NO. 2002-1G-2
NOTE DOCUMENTS
Participation Agreement
Indenture and Security Agreement
Series 2002-1G-1 Equipment Note
Series 2002-1G-2 Equipment Note
Series 2002-1C Equipment Note
Series 2002-1D Equipment Note
For each of the following aircraft
(except for the B737-832 aircraft,
for which there is no Series 2002-1D Equipment Note):
Aircraft
Registration
Aircraft Number
--------------- -------------------
B737-832 N372DA
B737-832 N373DA
B737-832 N374DA
B737-832 N375DA
B737-832 N396DA
B737-832 N397DA
B737-832 N398DA
B737-832 N399DA
B737-832 N3730B
B737-832 N3764D
B737-832 N3765
B737-832 N3766
B737-832 N3767
B737-832 N3768
B737-832 N3769L
B737-832 N37700
B737-832 N3771K
B757-232 N67171
B767-332ER N185DN
B767-332ER N186DN
B767-332ER N187DN
B767-332ER N188DN
B767-332ER N189DN
B767-332ER N190DN
B767-332ER N191DN
B767-332ER N192DN
B767-432ER N828MH
B767-432ER N829MH
B767-432ER N830MH
B767-432ER N831MH
B767-432ER N832MH
B767-432ER N833MH
