EX-4(B)(2)
CONFORMED COPY
This Trust Supplement No. 2000-1C, dated as of June 28, 2000
(herein called the "Trust Supplement"), by and among Northwest Airlines
Corporation, a Delaware corporation (the "Guarantor"), Northwest Airlines,
Inc., a Minnesota corporation (the "Company"), and State Street Bank and
Trust Company of Connecticut, National Association (the "Trustee"), to the
Pass Through Trust Agreement, dated as of June 3, 1999, by and among the
Guarantor, the Company and the Trustee (the "Basic Agreement").
W I T N E S S E T H:
WHEREAS, the Basic Agreement, unlimited as to the aggregate
principal amount of Certificates which may be issued thereunder, has
heretofore been executed and delivered;
WHEREAS, unless otherwise specified herein, capitalized terms used
herein without definition having the respective meanings specified heretofore
in the Basic Agreement;
WHEREAS, the Company intends to finance and refinance the
acquisition of thirteen new Airbus A319-100 Aircraft and six Boeing 757-200
Aircraft delivered new to the Company in 1996 either (i) through separate
leveraged lease transactions, in which case the Company will lease such
Aircraft (collectively, the "Leased Aircraft") or (ii) through separate
secured loan transactions, in which case the Company will own such Aircraft
(collectively, the "Owned Aircraft");
WHEREAS, in the case of each Leased Aircraft, each Owner Trustee,
acting on behalf of its respective Owner Participant, will issue, on a non-
recourse basis, Equipment Notes, among other things, to finance a portion of
the purchase price of such Leased Aircraft purchased or to be purchased by
such Owner Trustee and leased or to be leased to the Company pursuant to the
related Lease;
WHEREAS, in the case of an Owned Aircraft, the Company will issue
Equipment Notes to finance a portion of the purchase price of such Owned
Aircraft;
WHEREAS, pursuant to the terms and conditions of the Basic
Agreement as supplemented by this Trust Supplement (the "Agreement"), the
Trustee shall purchase such Equipment Notes issued by each Owner Trustee or
the Company, as the case may be, having the same interest rate as, and final
maturity dates not later than the final Regular Distribution Date of, the
Certificates issued hereunder and shall hold such Equipment Notes in trust
for the benefit of the Certificateholders;
WHEREAS, the Trustee hereby declares the creation of this Trust
(the "2000-1C Trust" or the "Applicable Trust") for the benefit of the
Applicable Certificateholders, and the initial Applicable Certificateholders
as the grantors of the 2000-1C Trust, by their respective acceptances of the
Applicable Certificates, join in the creation of this 2000-1C 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; and
WHEREAS, this Trust Supplement is subject to the provisions of the
Trust Indenture Act of 1939, as amended, and shall, to the extent applicable,
be governed by such provisions.
NOW THEREFORE, in consideration of the premises herein, it is
agreed by and among the Guarantor, the Company and the Trustee as follows:
ARTICLE I
THE CERTIFICATES
Section 1.01. The Certificates. There is hereby created a series
of Certificates to be issued under the Agreement to be distinguished and
known as "Pass Through Certificates, Series 2000-1C" (hereinafter defined as
the "Series 2000-1C Certificates" or the "Applicable Certificates"). Each
Series 2000-1C Certificate represents a Fractional Undivided Interest in the
2000-1C Trust created hereby.
The terms and conditions applicable to the Series 2000-1C
Certificates are as follows:
(a) The aggregate principal amount of the Series 2000-1C
Certificates that shall be authenticated under the Agreement (except for
Series 2000-1C Certificates authenticated and delivered pursuant to
Sections 3.03, 3.04 and 3.05 of the Basic Agreement) upon their initial
issuance is $45,882,000.
(b) The Cut-off Date is the earlier of (a) October 1, 2001 and (b)
the date on which a Triggering Event occurs.
(c) The Regular Distribution Dates with respect to any payment of
Scheduled Payments means each April 1 and October 1, commencing on
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October 1, 2000, until payment of all of the Scheduled Payments to be
made under the Equipment Notes has been made.
(d) The Special Distribution Dates are as follows: (i) when used
with respect to the redemption or purchase of any Equipment Notes, the
day (which shall be a Business Day) on which such redemption or purchase
is scheduled to occur pursuant to the terms of the applicable Indenture
and (ii) when used with respect to a Special Payment other than as
described in clause (i) above, 15 days after the last date on which the
Trustee must give notice pursuant to Section 4.02(c) of the Basic
Agreement (or the next Business Day after such 15th day if such date is
not a Business Day).
(e) (i) The Series 2000-1C Certificates shall be in the form
attached hereto as Exhibit A. Each purchaser of Series 2000-1C
Certificates, by its acceptance of such Certificate or its interest
therein, will be deemed to represent and warrant to and for the benefit
of each Owner Participant and the Company that either (x) the assets of
an employee benefit plan subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or of a plan subject
to Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") or of entities which may be deemed to hold such plans, have not
been used to purchase Series 2000-1C 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
Certificate will not constitute a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code.
(ii) The Series 2000-1C 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 (the "Clearing Agency") attached hereto as Exhibit B.
(f) The Scheduled Payments of principal shall be as set forth in
Exhibit C hereto.
(g) The proceeds of the Series 2000-1C Certificates shall be
deposited in the Deposit Accounts and will be used in accordance with
the Escrow Agreement and the Deposit Agreement.
(h) When each Aircraft is delivered, either the Owner Trustee (in
the case of a Leased Aircraft), acting on behalf of its respective Owner
Participant, will issue on a non-recourse basis, or the Company (in the
case of an Owned Aircraft) will issue on a recourse basis, the Equipment
Notes, the proceeds of which shall be used, among other things, to
finance a portion of the purchase price to such Owner Trustee or the
Company, as the case may be, of the following Aircraft:
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Registration Aircraft Type Engine Type
Number
N315NB Airbus A319-100 CFM56-5A5
N316NB Airbus A319-100 CFM56-5A5
N317NB Airbus A319-100 CFM56-5A5
N318NB Airbus A319-100 CFM56-5A5
N319NB Airbus A319-100 CFM56-5A5
N320NB Airbus A319-100 CFM56-5A5
N321NB Airbus A319-100 CFM56-5A5
N322NB Airbus A319-100 CFM56-5A5
N323NB Airbus A319-100 CFM56-5A5
N324NB Airbus A319-100 CFM56-5A5
N325NB Airbus A319-100 CFM56-5A5
N326NB Airbus A319-100 CFM56-5A5
N327NB Airbus A319-100 CFM56-5A5
N544US Boeing 757-200 PW2037
N545US Boeing 757-200 PW2037
N546US Boeing 757-200 PW2037
N547US Boeing 757-200 PW2037
N548US Boeing 757-200 PW2037
N549US Boeing 757-200 PW2037
(i) At the Escrow Agent's request under the Escrow Agreement, the
Trustee shall affix the corresponding Escrow Receipt to each Series
2000-1C Certificate. In any event, any transfer or exchange of any
Series 2000-1C Certificate shall also effect a transfer or exchange of
the related Escrow Receipt. Prior to the Final Withdrawal Date, no
transfer or exchange of any Series 2000-1C Certificate shall be
permitted unless the corresponding Escrow Receipt is attached thereto
and also is so transferred or exchanged. By acceptance of any Series
2000-1C Certificate to which an Escrow Receipt is attached, each
Certificateholder of such a Series 2000-1C Certificate acknowledges and
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accepts the restrictions on transfer of the Escrow Receipt set forth
herein and in the Escrow Agreement.
Section 1.02. Intercreditor Agreement, Deposit Agreement and
Escrow Agreement. The Series 2000-1C Certificates are subject to the
Intercreditor Agreement, the Deposit Agreement and the Escrow Agreement.
Section 1.03. Ranking of Series 2000-1C Certificates. The Series
2000-1C Certificates will be subject to the ranking and priority as set forth
in the Intercreditor Agreement.
Section 1.04. Liquidity Facility. Payments of interest on the
Series 2000-1C Certificates will be supported by a Liquidity Facility to be
provided by the Liquidity Provider for the benefit of the Applicable
Certificateholders.
Section 1.05. [Reserved]
Section 1.06. Ranking of Equipment Notes. The Equipment Notes
will be subject to the ranking and priority as set forth in the related
Indenture.
Section 1.07. No Cross-Default or Cross- Collateralization of
Equipment Notes. As set forth in the related Indenture, there will not be
any cross-collateralization provisions or cross-default provisions in respect
of the Equipment Notes.
ARTICLE II
PREDELIVERY FUNDING AND
STATEMENT OF INTENT
Section 2.01. Predelivery Funding. On the date hereof, the
proceeds from the issuance of the Applicable Certificates will be deposited
in the Deposit Accounts on behalf of the Escrow Agent. Pursuant to the terms
of the Deposit Agreement and the Note Purchase Agreement, a portion of the
proceeds from the issuance of the Applicable Certificates will be withdrawn
from the Deposit Account on any date on which an Owner Trustee (in the case
of a Leased Aircraft) or the Company (in the case of an Owned Aircraft)
issues Equipment Notes with respect to an Aircraft.
Section 2.02. Statement of Intent. The parties hereto intend that
the Applicable Trust be classified for U.S. federal income tax purposes as a
grantor trust under Subpart E, Part I of Subchapter J of the Code and not as
a trust or association taxable as a corporation or a partnership. Each of
the parties hereto and each Applicable Certificateholder, or beneficial owner
of an Applicable Certificate, by its acceptance of its Applicable Certificate
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or a beneficial interest therein, agrees to treat for all U.S. federal, state
and local income tax purposes (i) the Applicable Trust as a grantor trust and
(ii) Equipment Notes to be issued (or assumed) by an Owner Trust (in the case
of a Leased Aircraft) as indebtedness of such Owner Trust, and Equipment
Notes issued by the Company (in the case of an Owned Aircraft) as
indebtedness of the Company.
ARTICLE III
DEFINITIONS
Section 3.01. Definitions. (a) For all purposes of the Basic
Agreement as supplemented by this Trust Supplement, the following capitalized
terms have the following meanings:
Aircraft: Means six Boeing 757-200 aircraft delivered new to the
Company in 1996 and thirteen new Airbus A319-100 aircraft which were
sold or are expected to be sold to the Company or the Owner Trustee
during the period from May 2000 through June 2001.
Applicable Certificateholder: Means the holder of an Applicable
Certificate.
Applicable Certificates: As defined in Section 1.01.
Class D Certificateholder: Means the holder of a Class D
Certificate.
Class D Certificates: Has the meaning assigned in the
Intercreditor Agreement.
Clearing Agency: Has the meaning specified in Section 1.01(e)
hereof.
Clearing Agency Participant: Means any of the participants in the
Clearing Agency.
Closing Notice: Has the meaning specified in the Note Purchase
Agreement.
Cut-off Date: Has the meaning specified in Section 1.01(b).
Deposit Account: Means an account established under Section 1.2 of
the Deposit Agreement.
Deposit Agreement: Means the Deposit Agreement dated as of June
28, 2000 relating to the Applicable Certificates between the Depositary
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and the Escrow Agent, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with its terms.
Deposit Make-Whole Amount: Has the meaning specified in the Note
Purchase Agreement.
Depositary: Means ABN AMRO Bank N.V., doing business through a
United States branch and any replacement or successor therefor.
Deposits: Has the meaning specified in the Note Purchase
Agreement.
Distribution Date: Means any Regular Distribution Date or Special
Distribution Date.
Escrow Agent: Means initially, First Security Bank, National
Association, and any replacement or successor therefor appointed in
accordance with the Escrow Agreement.
Escrow Agreement: Means the Escrow and Paying Agent Agreement
dated as of June 28, 2000 relating to the Applicable Certificates, among
the Escrow Agent, the Paying Agent, the Trustee and the Underwriters, as
the same may be amended, supplemented or otherwise modified from time to
time in accordance with its terms.
Escrow Receipt: Means the receipt substantially in the form
annexed to the Escrow Agreement representing a fractional undivided
interest in the funds held in the Paying Agent Account (as defined in
the Escrow Agreement).
Final Withdrawal: With respect to the Escrow Agreement, has the
meaning set forth in Section 1.2 thereof.
Final Withdrawal Date: Means the date on which the Final
Withdrawal occurs.
Intercreditor Agreement: Means the Intercreditor Agreement, dated
as of the date hereof, by and among the Trustee, the Other Trustee, the
Liquidity Providers named therein, the Policy Provider and State Street
Bank and Trust Company, as Subordination Agent.
Leased Aircraft: Has the meaning specified in the recitals hereto.
Liquidity Facility: Has the meaning specified in the Note Purchase
Agreement.
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Note Documents: With respect to any Equipment Note, means the Note
Purchase Agreement, the related Indenture, the related Participation
Agreement, and, if the related Aircraft is leased to the Company, the
related Lease.
Note Purchase Agreement: Means the Note Purchase Agreement, dated
as of the date hereof, among the Company, the Trustee, the Other
Trustee, State Street Bank and Trust Company, as Subordination Agent,
the Escrow Agent and the Paying Agent.
Notice of Purchase Withdrawal: Has the meaning specified in the
Note Purchase Agreement.
Other Agreement: Means the Basic Agreement as supplemented by
Trust Supplement No. 2000-1G (the "2000-1G Trust Supplement") dated the
date hereof relating to the Northwest Airlines 2000-1G Pass Through
Trust.
Other Trustee: Means the trustee under the Other Agreement, and
any successor or other trustee appointed as provided therein.
Owned Aircraft: Has the meaning specified in the recitals hereto.
Participation Agreement: Has the meaning specified in the Note
Purchase Agreement.
Paying Agent: Means State Street Bank and Trust Company.
Policy: Has the meaning specified in the Intercreditor Agreement.
Policy Provider: Means, initially, MBIA Insurance Corporation, and
any replacement or successor thereof appointed in accordance with the
Policy Provider Agreement.
Policy Provider Agreement: Has the meaning specified in the
Intercreditor Agreement.
Policy Provider Default: Has the meaning specified in the
Intercreditor Agreement.
Pool Balance: Means, as of any date, (i) the original aggregate
face amount of the Applicable Certificates less (ii) the aggregate
amount of all payments made in respect of such Applicable Certificates
or in respect of Deposits relating to the Applicable Trust other than
payments made in respect of interest or premium thereon or reimbursement
of any costs or expenses incurred in connection therewith. The Pool
Balance as of any Distribution Date will be computed after giving effect
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to any special distribution with respect to unused Deposits, payment of
principal of the Equipment Notes or payment with respect to other Trust
Property and the distribution thereof to be made on that date.
Pool Factor: Means, as of any Distribution Date, the quotient
(rounded to the seventh decimal place) computed by dividing (i) the Pool
Balance by (ii) the original aggregate face amount of the Applicable
Certificates. The Pool Factor as of any Distribution Date shall be
computed after giving effect to any special distribution with respect to
unused Deposits, payment of principal of the Equipment Notes or other
Trust Property and the distribution thereof to be made on that date.
Prospectus Supplement: Means the Prospectus Supplement dated June
21, 2000, relating to the offering of the Class G Certificates and the
Class C Certificates (each as defined in the Intercreditor Agreement).
Record Date: Means the date preceding any Distribution Date on
which the Applicable Certificateholders are determined for purposes of
the distribution which will occur on such Distribution Date.
Scheduled Closing Date: Has the meaning specified in the Note
Purchase Agreement.
Scheduled Payment: Has the meaning specified in the Intercreditor
Agreement.
Scheduled Closing Date: Has the meaning specified in the Note
Purchase Agreement.
Special Payment: Means any payment (other than a Scheduled
Payment) in respect of, or any proceeds of, any Equipment Note.
Special Redemption Premium: Means the Deposit Make-Whole Amount
payable by the Company in respect of the Final Withdrawal pursuant to
the Note Purchase Agreement.
Trust Property: Means (i) the Equipment Notes held as the property
of the Applicable Trust and, subject to the Intercreditor Agreement, all
monies at any time paid thereon and all monies due and to become due
thereunder, (ii) the rights of the Applicable Trust under the Escrow
Agreement to request the Escrow Agent to withdraw from the Deposit
Accounts funds sufficient to enable the Applicable Trust to purchase
Equipment Notes on the delivery of an Aircraft, (iii) funds from time to
time deposited in the Certificate Account and the Special Payments
Account and (iv) all rights of the Applicable Trust and the Trustee, on
behalf of the Applicable Trust, under the Intercreditor Agreement, the
Note Purchase Agreement and the Liquidity Facility, including, without
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limitation, the rights of the Applicable Trust to acquire Equipment
Notes under the Note Purchase Agreement, all rights to receive certain
payments under such documents, and all monies paid to the Trustee on
behalf of the Applicable Trust pursuant to the Intercreditor Agreement
or the Liquidity Facility.
Trusts: Means, collectively, the Northwest Airlines 2000-1 Pass
Through Trusts to be formed pursuant to the Basic Agreement, as
supplemented by this Trust Supplement and the Other Agreement.
Underwriters: Means the several Underwriters named in and who are
parties to the Underwriting Agreement.
Underwriting Agreement: Means the Underwriting Agreement dated as
of June 21, 2000 by and among the Company, the Guarantor, Credit Suisse
First Boston Corporation, Xxxxxx Xxxxxxx & Co. Incorporated, Xxxxxxx
Xxxxx Barney Inc., Chase Securities Inc. and U.S. Bancorp Xxxxx Xxxxxxx
Inc.
Section 3.02. Other. For purposes of the Applicable Trust, "PTC
Event of Default," as used in the Basic Agreement, shall have the meaning set
forth in the Intercreditor Agreement.
ARTICLE IV
THE TRUSTEE
Section 4.01. Delivery of Documents; Delivery Dates. (a) The
Trustee is hereby directed (i) to execute and deliver the Intercreditor
Agreement, the Escrow Agreement and the Note Purchase Agreement, each in the
form delivered to the Trustee by the Company and (ii) subject to the
respective terms thereof, to perform its obligations thereunder. Upon
request of the Company and the satisfaction or waiver of the closing
conditions specified in the Underwriting Agreement, the Trustee shall
execute, deliver, authenticate, issue and sell Applicable Certificates in
authorized denominations equaling in the aggregate the amount set forth, with
respect to the Applicable Trust, in Schedule I to the Underwriting Agreement
evidencing the entire ownership interest in the Applicable Trust, which
amount equals the maximum aggregate principal amount of Equipment Notes which
may be purchased by the Trustee pursuant to the Note Purchase Agreement.
Except as provided in Sections 3.03, 3.04, 3.05 and 3.09 of the Basic
Agreement, the Trustee shall not execute, authenticate or deliver Applicable
Certificates in excess of the aggregate amount specified in this paragraph.
(b) On or after the Issuance Date the Company may deliver from
time to time to the Trustee a Closing Notice relating to one or more
Equipment Notes. After receipt of a Closing Notice and in any case no later
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than two Business Days prior to a Scheduled Closing Date as to which such
Closing Notice relates (the "Applicable Delivery Date"), the Trustee shall
(as and when specified in the Closing Notice) instruct the Escrow Agent to
provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the
withdrawal of one or more Deposits on the Applicable Delivery Date in
accordance with and to the extent permitted by the terms of the Escrow
Agreement and the Deposit Agreement and (B) the payment of all, or a portion,
of such Deposit or Deposits in an amount equal in the aggregate to the
purchase price of such Equipment Notes to or on behalf of the Owner Trustee
or the Company, as the case may be, issuing such Equipment Notes, all as
shall be described in the Closing Notice. The Trustee shall (as and when
specified in such Closing Notice), subject to the conditions set forth in
Section 3 of the Note Purchase Agreement, enter into and perform its
obligations under the Participation Agreement specified in such Closing
Notice (the "Applicable Participation Agreement") and cause such
certificates, documents and legal opinions relating to the Trustee to be duly
delivered as required by the Applicable Participation Agreement. If at any
time prior to the Applicable Delivery Date, the Trustee receives a notice of
postponement pursuant to Section 2(e) or 2(f) of the Note Purchase Agreement,
then the Trustee shall give the Depositary (with a copy to the Escrow Agent)
a notice of cancellation of such Notice of Purchase Withdrawal relating to
such Deposit or Deposits on such Applicable Delivery Date. Upon satisfaction
of the conditions specified in the Note Purchase Agreement and the Applicable
Participation Agreement, the Trustee shall purchase the applicable Equipment
Notes with the proceeds of the withdrawals of one or more Deposits made on
the Applicable Delivery Date in accordance with the terms of the Deposit
Agreement and the Escrow Agreement. The purchase price of such Equipment
Notes shall equal the principal amount of such Equipment Notes. Amounts
withdrawn from such Deposit or Deposits in excess of the purchase price of
the Equipment Notes or to the extent not applied on the Applicable Delivery
Date to the purchase price of the Equipment Notes, shall be re-deposited by
the Trustee with the Depositary on the Applicable Delivery Date in accordance
with the terms of the Deposit Agreement.
Section 4.02. Withdrawal of Deposits. If any Deposits remain
outstanding on the Business Day next succeeding the Cut-off Date, (i) the
Trustee shall give the Escrow Agent notice that the Trustee's obligation to
purchase Equipment Notes under the Note Purchase Agreement has terminated and
instruct the Escrow Agent to provide a notice of Final Withdrawal to the
Depositary substantially in the form of Exhibit B to the Deposit Agreement
(the "Final Withdrawal Notice") and (ii) the Trustee will make a demand upon
the Company for an amount equal to the Special Redemption Premium, such
payment to be made on the Final Withdrawal Date.
Section 4.03. The Trustee. (a) Subject to Section 4.04 of this
Trust Supplement and Section 7.14 of the Basic Agreement, the Trustee shall
not be responsible in any manner whatsoever for or in respect of the validity
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or sufficiency of this Trust Supplement, the Deposit Agreement or the Escrow
Agreement or the due execution hereof or thereof by the Company or the other
parties thereto (other than the Trustee), or for or in respect of the
recitals and statements contained herein or therein, all of which recitals
and statements are made solely by the Company.
(b) Except as herein otherwise provided, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed by the Trustee by reason of this Trust Supplement other than as set
forth in the Basic Agreement, and this Trust Supplement is executed and
accepted on behalf of the Trustee, subject to all the terms and conditions
set forth in the Basic Agreement, upon the effectiveness thereof, as fully to
all intents as if the same were herein set forth at length.
Section 4.04. Representations and Warranties of the Trustee. The
Trustee hereby represents and warrants that:
(a) the Trustee has full power, authority and legal right to
execute, deliver and perform this Trust Supplement, the
Intercreditor Agreement, the Escrow Agreement and the Note
Documents to which it is a party and has taken all necessary action
to authorize the execution, delivery and performance by it of this
Trust Supplement, the Intercreditor Agreement, the Escrow Agreement
and the Note Documents to which it is a party;
(b) the execution, delivery and performance by the Trustee of
this Trust Supplement, the Intercreditor Agreement, the Escrow
Agreement and the Note Documents to which it is a party (i) will
not violate any provision of any United States federal law or the
law of the state of the United States where it is located governing
the banking and trust powers of the Trustee or any order, writ,
judgment, or decree of any court, arbitrator or governmental
authority applicable to the Trustee or any of its assets, (ii) will
not violate any provision of the articles of association or by-laws
of the Trustee, and (iii) will not violate any provision of, or
constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of any lien on any
properties included in the Trust Property pursuant to the
provisions of any mortgage, indenture, contract, agreement or other
undertaking to which it is a party, which violation, default or
lien could reasonably be expected to have an adverse effect on the
Trustee's performance or ability to perform its duties hereunder or
thereunder or on the transactions contemplated herein or therein;
(c) the execution, delivery and performance by the Trustee of
this Trust Supplement, the Intercreditor Agreement, the Escrow
Agreement and the Note Documents to which it is a party will not
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require the authorization, consent, or approval of, the giving of
notice to, the filing or registration with, or the taking of any
other action in respect of, any governmental authority or agency of
the United States or the state of the United States where it is
located regulating the banking and corporate trust activities of
the Trustee; and
(d) this Trust Supplement, the Intercreditor Agreement, the
Escrow Agreement and the Note Documents to which it is a party have
been, or will be, as applicable, duly executed and delivered by the
Trustee and constitute, or will constitute, as applicable, the
legal, valid and binding agreements of the Trustee, enforceable
against it in accordance with their respective terms; provided,
however, that enforceability may be limited by (i) applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and (ii) general
principles of equity.
Section 4.05. Trustee Liens. The Trustee in its individual
capacity agrees, in addition to the agreements contained in Section 7.16 of
the Basic Agreement, that it will, at its own cost and expense, promptly take
any action as may be necessary to duly discharge and satisfy in full any
Trustee's liens on or with respect to the Trust Property which is
attributable to the Trustee in its individual capacity and which is unrelated
to the transactions contemplated by the Intercreditor Agreement or the Note
Purchase Agreement.
ARTICLE V
SUPPLEMENTAL AGREEMENT
Section 5.01. Supplemental Agreements. (a) For purpose of this
Trust, Section 9.01 and 9.02 of the Basic Agreement shall be amended to read
as follows:
"Section 9.01. Supplemental Agreements Without Consent of
Applicable Certificateholders. Without the consent of the Applicable
Certificateholders, the Guarantor and the Company may, and the Trustee
(subject to Section 9.03) shall, at any time and from time to time,
enter into one or more agreements supplemental hereto or, if applicable,
to the Deposit Agreement, the Escrow Agreement, the Intercreditor
Agreement, the Note Purchase Agreement, any Liquidity Facility, the
Policy or the Policy Provider Agreement, for any of the following
purposes:
(1) to provide for the formation of a Trust, the issuance of
a series of certificates and the other matters contemplated by
Section 2.01(b); or
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(2) to evidence the succession of another corporation to the
Company or the Guarantor and the assumption by any such successor
of the covenants of the Company or the Guarantor herein contained
or contained in the Note Purchase Agreement or the Policy Provider
Agreement; or
(3) to add to the covenants of the Guarantor or the Company
for the benefit of the Certificateholders of any series, or to
surrender any right or power conferred upon the Guarantor or the
Company in this Agreement, the Intercreditor Agreement, the Note
Purchase Agreement, any Liquidity Facility, the Policy or the
Policy Provider Agreement; or
(4) except where Certificateholder consent is required by
Sections 9.02(1) - 9.02(6) and as described below, to correct or
supplement any provision in this Agreement, the Deposit Agreements,
the Escrow Agreements, the Intercreditor Agreement, the Note
Purchase Agreement, any Liquidity Facility, the Policy or the
Policy Provider Agreement which may be defective or inconsistent
with any other provision herein or in any Trust Supplement or to
make any other provisions with respect to matters or questions
arising under this Agreement, the Deposit Agreements, the Escrow
Agreements, the Intercreditor Agreement, the Note Purchase
Agreement, any Liquidity Facility, the Policy or the Policy
Provider Agreement provided that any such action shall not
adversely affect the interests of the Certificateholders of any
series; or to cure any ambiguity or correct any mistake in this
Agreement, the Deposit Agreements, the Escrow Agreements, the
Intercreditor Agreement, the Note Purchase Agreement, any Liquidity
Facility, the Policy or the Policy Provider Agreement; or
(5) to comply with any requirement of the SEC, any
applicable law, rules or regulations of any exchange or quotation
system on which the Applicable Certificates are listed, or any
regulatory body; or
(6) to modify, eliminate or add to the provisions of this
Agreement, the Deposit Agreements, the Escrow Agreements, the
Intercreditor Agreement, the Policy, the Policy Provider
Agreement, the Note Purchase Agreement or any Liquidity Facility to
such extent as shall be necessary to continue the qualification of
this Agreement (including any supplemental agreement) under the
Trust Indenture Act, or under any similar Federal statute hereafter
enacted, and to add to this Agreement, the Deposit Agreements, the
Escrow Agreements, the Intercreditor Agreement, the Policy, the
Policy Provider Agreement, the Note Purchase Agreement or any
Liquidity Facility such other provisions as may be expressly
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permitted by the Trust Indenture Act, excluding, however, the
provisions referred to in Section 316(a)(2) of the Trust Indenture
Act as in effect at the date as of which this instrument was
executed or any corresponding provision in any similar Federal
statute hereafter enacted; or
(7) to evidence and provide for the acceptance of appointment
under this Agreement, the Deposit Agreements, the Escrow
Agreements, the Intercreditor Agreement, the Policy, the Policy
Provider Agreement, the Note Purchase Agreement or any Liquidity
Facility by a successor Trustee with respect to one or more Trusts
and to add to or change any of the provisions of this Agreement,
the Deposit Agreements, the Escrow Agreements, the Intercreditor
Agreement, the Policy, the Policy Provider Agreement, the Note
Purchase Agreement or any Liquidity Facility as shall be necessary
to provide for or facilitate the administration of the Trusts
hereunder and thereunder by more than one Trustee, pursuant to the
requirements of Section 7.09; or
(8) to make any other amendments or modifications hereto,
provided such amendments or modifications shall only apply to
Certificates of one or more series to be thereafter issued."
"Section 9.02. Supplemental Agreements with Consent of
Certificateholders. With respect to each separate Trust and the series
of Certificates relating thereto, with the consent of the
Certificateholders holding Certificates of any series evidencing
Fractional Undivided Interests aggregating not less than a majority in
interest in such Trust, by Act of said Certificateholders delivered to
the Guarantor, the Company and the Trustee, the Guarantor and the
Company may (with the consent of the Owner Trustee, if any, relating to
such Certificates, which consent shall not be unreasonably withheld),
and the Trustee (subject to Section 9.03) shall, enter into an agreement
or agreements supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of this Agreement, the Deposit Agreements, the Escrow
Agreements, the Intercreditor Agreement, the Note Purchase Agreement,
any Liquidity Facility, the Policy or the Policy Provider Agreement to
the extent applicable to such Certificateholders or of modifying in any
manner the rights and obligations of such Certificateholders under this
Agreement, the Deposit Agreements, the Escrow Agreements, the
Intercreditor Agreement, the Note Purchase Agreement, any Liquidity
Facility, the Policy or the Policy Provider Agreement; provided,
however, that no such supplemental agreement shall, without the consent
of the Certificateholder of each Outstanding Certificate affected
thereby:
-15-
(1) reduce in any manner the amount of, or delay the timing
of, any receipt by the Trustee of payments on the Equipment Notes
or other Trust Property held in such Trust or distributions that
are required to be made herein on any Certificate of such series,
or change any date of payment of any Certificate of such series, or
change the place of payment where, or the coin or currency in
which, any Certificate of such series is payable, or impair the
right to institute suit for the enforcement of any such payment or
distribution on or after the Regular Distribution Date or Special
Distribution Date applicable thereto; or
(2) permit the disposition of any Equipment Note in the Trust
Property of such Trust except as permitted by this Agreement, or
otherwise deprive such Certificateholder of the benefit of the
ownership of the Equipment Notes in such Trust; or
(3) alter the priority of distributions specified in the
Intercreditor Agreement; or
(4) reduce the percentage of the aggregate Fractional
Undivided Interests of such Trust which is required for any such
supplemental agreement, or reduce such percentage required for any
waiver (of compliance with certain provisions of this Agreement or
certain defaults hereunder and their consequences) provided for in
this Agreement; or
(5) modify any of the provisions of this Section or Section
6.05, except to increase any such percentage or to provide that
certain other provisions of this Agreement cannot be modified or
waived without the consent of the Certificateholder of each
Certificate or such series affected thereby; or
(6) terminate the Policy or modify the Policy other than
amendments already contemplated or required by Section 3.06 of the
Policy Provider Agreement and/or Section 2.6(c) or 3.7(c) of the
Intercreditor Agreement.
It shall not be necessary for any Act of such Certificateholders
under this Section to approve the particular form of any proposed
supplemental agreement, but it shall be sufficient if such Act shall
approve the substance thereof."
(b) If Class D Certificates are issued, the Company, the Guarantor
and the Trustee, without the consent of the Applicable Certificateholders,
may enter into an agreement supplemental to this Trust Supplement whereby
Class D Certificateholders shall be granted purchase rights similar to those
set forth in Section 7.01 hereof.
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(c) Any supplemental agreement may not adversely affect the
status of the Applicable Trust for U.S. federal income tax purposes, as
either (i) a grantor trust under Subpart E, Part I of Subchapter J of
Chapter 1 of Subtitle A of the Code or (ii) a partnership.
ARTICLE VI
DISTRIBUTIONS; STATEMENT TO CERTIFICATEHOLDERS
Section 6.01. Additions to Article IV of the Basic Agreement. In
addition to the provisions of Article IV of the Basic Agreement, the
following provisions shall apply to the Applicable Trust:
(a) Upon the payment of Special Redemption Premium to the Trustee
under the Note Purchase Agreement, the Trustee, upon receipt thereof,
shall immediately deposit the aggregate amount of such Special
Redemption Premium in the Special Payments account;
(b) The distribution of amounts of Special Redemption Premium as
provided for in Section 4.02(b) of the Basic Agreement shall be on the
Special Distribution Date with respect to such Special Payment or as
soon thereafter as the Trustee has confirmed receipt of the related
Special Redemption Premium;
(c) In the event of the payment of a Special Redemption Premium by
the Company to the Trustee under the Note Purchase Agreement, the notice
provided for in Section 4.02(c) of the Basic Agreement shall be mailed,
together with the notice by the Paying Agent under Section 2.6 of the
Escrow Agreement, not less that 15 days prior to the Special
Distribution Date for such amount, which Special Distribution Date shall
be the Final Withdrawal Date: and
(d) The last sentence of the first paragraph of Section 4.02(c) of
the Basic Agreement shall apply equally if the amount of Special
Redemption Premium, if any, has not been calculated at the time the
Trustee mails notice of a Special Payment.
Section 6.02. Statements to Applicable Certificateholders; Federal
Income Tax Reporting. (a) On each Distribution Date, the Trustee will
include with each distribution to Applicable Certificateholders of a
Scheduled Payment or Special Payment, as the case may be, a statement setting
forth the information provided below (in the case of a Special Payment,
including any Special Redemption Premium, reflecting in part the information
provided by the Paying Agent under the Escrow Agreement). Such statement
shall set forth (per $1,000 face amount Applicable Certificate as to (i),
(ii), (iii), (iv) and (v) below) the following information:
-17-
(i) the aggregate amount of funds distributed on such Distribution
Date under the Agreement and under the Escrow Agreement, indicating the
amount allocable to each source (including any portion thereof paid by
the Liquidity Provider and the Policy Provider);
(ii) the amount of such distribution under the Agreement allocable
to principal and the amount allocable to premium (including the Special
Redemption Premium), if any;
(iii) the amount of such distribution under the Agreement
allocable to interest;
(iv) the amount of such distribution under the Escrow Agreement
allocable to interest;
(v) the amount of such distribution under the Escrow Agreement
allocable to Deposits; and
(vi) the Pool Balance and the Pool Factor.
With respect to the Applicable Certificates registered in the name
of a Clearing Agency, on the Record Date prior to each Distribution Date, the
Trustee will request from such Clearing Agency a securities position listing
setting forth the names of all Clearing Agency Participants reflected on such
Clearing Agency's books as holding interests in the Applicable Certificates
on such Record Date. On each Distribution Date, the Trustee will mail to
each such Clearing Agency Participant the statement described above and will
make available additional copies as requested by such Clearing Agency
Participant for forwarding to holders of interests in the Applicable
Certificates.
(b) Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the
Trustee shall furnish to each Person who at any time during such calendar
year was an Applicable Certificateholder of record a statement containing the
sum of the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii),
(a)(iv) and (a)(v) of this Section 6.02 for such calendar year or, in the
event such Person was an Applicable Certificateholder of record during a
portion of such calendar year, for such portion of such year, and such other
items as are readily available to the Trustee and which an Applicable
Certificateholder shall reasonably request as necessary for the purpose of
such Applicable Certificateholder's preparation of its federal income tax
returns. Such statement and such other items shall be prepared on the basis
of information supplied to the Trustee by the Clearing Agency Participants
and shall be delivered by the Trustee to such Clearing Agency Participants to
be available for forwarding by such Clearing Agency Participants to the
-18-
holders of interests in the Applicable Certificates in the manner described
in Section 6.02(a) hereof.
(c) Promptly following (i) the Cut-off Date, if there has been any
change in the information set forth in clauses (x) and (y) below from that
set forth in pages S-41 and S-42 of the Prospectus Supplement, and (ii) any
early redemption or purchase of, or any default in the payment of principal
or interest in respect of, any of the Equipment Notes held in the Applicable
Trust, or any Final Withdrawal, the Trustee shall furnish to Applicable
Certificateholders of record on such date a statement setting forth (x) the
expected Pool Factors for each subsequent Regular Distribution Date following
the Cut-off Date and (y) the expected principal distribution schedule of the
Equipment Notes, in the aggregate, held as Trust Property at the date of such
notice. With respect to the Applicable Certificates registered in the name
of a Clearing Agency, on the Cut-off Date, the Trustee will request from such
Clearing Agency a securities position listing setting forth the names of all
Clearing Agency Participants reflected on such Clearing Agency's books as
holding interests in the Applicable Certificates on such date. The Trustee
will mail to each such Clearing Agency Participant the statement described
above and will make available additional copies as requested by such Clearing
Agency Participant for forwarding to holders of interests in the Applicable
Certificates.
(d) Unless and until required otherwise by applicable authority,
the Trustee shall treat the Applicable Trust as a "grantor trust" under
Subpart E, Part I, Subchapter J of Chapter 1 of the Code, and shall file
annually with the Internal Revenue Service Form 1041, indicating the name and
address of the Applicable Trust and otherwise completed in blank, with
attached statements identifying each Applicable Certificateholder and its pro
rata share of the income and expenses of the Applicable Trust for the
applicable portion of the preceding calendar year, on the cash or accrual
method, as the case may be, and shall furnish each Applicable
Certificateholder with a copy of its statement at the time and in the manner
required by the Code.
(e) This Section 6.02 supersedes and replaces Section 4.03 of the
Basic Agreement.
ARTICLE VII
DEFAULT
Section 7.01. Purchase Rights of Certificateholders. By
acceptance of its Applicable Certificate, each Applicable Certificateholder
agrees that, after the occurrence and during the continuation of a Triggering
Event,
-19-
(a) unless the Policy Provider has purchased or given notice of
its election to purchase the Class G Certificate pursuant to Section
7.01(b), each Class C Certificateholder shall have the right to purchase
all, but not less than all, of the Class G Certificates upon ten days'
written notice to the 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 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 Certificates pursuant to this Section 7.01(a); and
(b) whether or not any Class C Certificateholder has exercised its
rights pursuant to paragraph (a) above, the Policy Provider (except in
the event of a Policy Provider Default), if it is then the Controlling
Party, shall have the right to purchase all, but not less than all, of
the Class G Certificates upon ten days' written notice to the Trustee
and the holders of the Applicable Certificates.
The purchase price with respect to the Class G Certificates shall
be equal to the purchase price set forth in Section 7.01 of the Other
Agreement.
As used in this Section 7.01, the terms "Class G
Certificateholder", "Class G Trust", "Class G Certificate", "Class G
Trustee", "Class C Certificateholder", "Class C Trust", "Class C Certificate"
and "Class C Trustee" shall have the respective meanings assigned to such
terms in the Intercreditor Agreement.
(c) This Section 7.01 supersedes and replaces Section 6.01(b) of
the Basic Agreement.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.01. Basic Agreement Ratified. Except and so far as
herein expressly provided, all of the provisions, terms and conditions of the
Basic Agreement are in all respects ratified and confirmed; and the Basic
Agreement and this Trust Supplement shall be taken, read and construed as one
and the same instrument.
-20-
Section 8.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE SERIES
2000-1C CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
Section 8.03. Execution in Counterparts. This Trust Supplement
may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the
same instrument.
-21-
IN WITNESS WHEREOF, the Guarantor, the Company and the Trustee have
caused this Trust Supplement to be duly executed by their respective officers
thereto duly authorized, as of the day and year first written above.
NORTHWEST AIRLINES, INC.
By: _____________________________________
Name:
Title:
NORTHWEST AIRLINES CORPORATION,
as Guarantor
By: _____________________________________
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL
ASSOCIATION, as Trustee
By: _____________________________________
Name:
Title:
-22-
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 2000-1C
Issuance Date: June 28, 2000
Final Legal Distribution Date: October 1, 2011
Evidencing A Fractional undivided interest In the Northwest
Airlines 2000-1C Pass Through Trust, The Property Of Which Includes
Certain Equipment Notes Each Secured By An Aircraft Leased To Or
Owned By Northwest Airlines, Inc.
Certificate
No. _____ $________ Fractional undivided interest representing 0.__% of
the Trust per $1,000 of Reference Principal Amount
-1-
THIS CERTIFIES THAT _______________, for value received, is the
registered owner of a Fractional Undivided Interest in the amount of $_______
(the "Reference Principal Amount") in the Northwest Airlines 2000-1C Pass
Through Trust (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 June 3, 1999 (as amended or
supplemented, the "Basic Agreement"), by and among the Trustee, Northwest
Airlines Corporation, a Delaware corporation (the "Guarantor"), and Northwest
Airlines, Inc., a Minnesota corporation (the "Company"), as supplemented by
Trust Supplement No. 2000-1C thereto, dated as of June 28, 2000
(collectively, the "Agreement"), by and among the Trustee, the Guarantor and
the Company, a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized
terms used herein have the meanings assigned to them in the Agreement. This
Certificate is one of the duly authorized Certificates designated as "Pass
Through Certificates, Series 2000-1C" (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 the Aircraft leased to or owned by the
Company.
Each of the Certificates represents a Fractional Undivided Interest
in the Trust and the Trust Property and has no rights, benefits or interest
in respect of any other separate trust established pursuant to the terms of
the Basic Agreement for any other series of certificates issued pursuant
thereto.
Subject to and in accordance with the terms of the Agreement and
the Intercreditor Agreement, from funds then available to the Trustee, there
will be distributed on each April 1 and October 1 (a "Regular Distribution
Date"), commencing October 1, 2000 to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding
the Regular Distribution Date, an amount in respect of the Scheduled Payments
on the Equipment Notes due on such Regular Distribution Date, the receipt of
which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Scheduled Payments. Subject to and in accordance
with the terms of the Agreement and the Intercreditor Agreement, in the event
that Special Payments on the Equipment Notes are received by the Trustee,
from funds then available to the Trustee, there shall be distributed on the
applicable Special Distribution Date, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding
-2-
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 distribution shall be made by
wire transfer. Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after notice mailed by the Trustee of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency of the Trustee specified in such notice.
The Certificates do not represent an obligation of, or an
obligation guaranteed by, or an interest in, the Guarantor, the Company or
the Trustee or any affiliate thereof. The Certificates are limited in right
or payment, all as more specifically set forth herein and in the Agreement.
All payments or distributions made to Certificateholders under the Agreement
shall be made only from the Trust Property and only to the extent that the
Trustee shall have sufficient income or proceeds from the Trust Property to
make such payments in accordance with the terms of the Agreement. Each
Certificateholder of this Certificate, by its acceptance hereof, agrees that
it will look solely to the income and proceeds from the Trust Property to the
extent available for distribution to such Certificateholder as provided in
the Agreement. This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced
hereby. A copy of the Agreement may be examined during normal business hours
at the principal office of the Trustee, and at such other places, if any,
designated by the Trustee, by any Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of
the Guarantor or the Company and the rights of the Certificateholders under
the Agreement at any time by the Guarantor, the Company and the Trustee with
the consent of the Certificateholders holding Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in
-3-
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.
Each Certificateholder or beneficial owner of a Certificate, by its
acceptance of this Certificate or a beneficial interest herein, agrees to
treat the Trust as a grantor trust for all U.S. federal, state and local
income tax purposes.
The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Registrar,
nor any such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and
the Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant
-4-
to the Agreement and the disposition of all property held as part of the
Trust Property.
THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Unless the certificate of authentication hereon has been executed
by the Trustee, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
XXXXXXXXX XXXXXXXX 0000-0X
XXXX THROUGH TRUST
By: STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION, as Trustee
By: _______________________
Name:
Title:
-5-
FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-
mentioned Agreement.
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION,
as Trustee
By: _____________________________
Name:
Title:
-6-
EXHIBIT B
DTC Letter of Representations
-7-
EXHIBIT C
REGULAR DISTRIBUTION DATES
AND
SCHEDULED PAYMENTS
Scheduled
Date Payments
October 1, 2000 . . . . . . . . . . . . . . . . . . . . . . -
April 1, 2001 . . . . . . . . . . . . . . . . . . . . . . . 3,109,213.28
October 1, 2001 . . . . . . . . . . . . . . . . . . . . . . 3,331,240.42
April 1, 2002 . . . . . . . . . . . . . . . . . . . . . . . 469,166.05
October 1, 2002 . . . . . . . . . . . . . . . . . . . . . . 382,363.68
April 1, 2003 . . . . . . . . . . . . . . . . . . . . . . . -
October 1, 2003 . . . . . . . . . . . . . . . . . . . . . . 1,402.71
April 1, 2004 . . . . . . . . . . . . . . . . . . . . . . . 853,525.65
October 1, 2004 . . . . . . . . . . . . . . . . . . . . . . 719,140.76
April 1, 2005 . . . . . . . . . . . . . . . . . . . . . . . 1,190,014.19
October 1, 2005 . . . . . . . . . . . . . . . . . . . . . . 498,184.13
April 1, 2006 . . . . . . . . . . . . . . . . . . . . . . . 1,317,585.26
October 1, 2006 . . . . . . . . . . . . . . . . . . . . . . 2,522,611.52
April 1, 2007 . . . . . . . . . . . . . . . . . . . . . . . 2,012,863.66
October 1, 2007 . . . . . . . . . . . . . . . . . . . . . . 2,187,628.54
April 1, 2008 . . . . . . . . . . . . . . . . . . . . . . . 6,192,547.63
October 1, 2008 . . . . . . . . . . . . . . . . . . . . . . 395,696.49
April 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . 643,664.91
October 1, 2009 . . . . . . . . . . . . . . . . . . . . . . 19,202,093.61
April 1, 2010 . . . . . . . . . . . . . . . . . . . . . . . 853,057.51
October 1, 2010 . . . . . . . . . . . . . . . . . . . . . . -
April 1, 2011 . . . . . . . . . . . . . . . . . . . . . . . -
October 1, 2011 . . . . . . . . . . . . . . . . . . . . . . -
April 1, 2012 . . . . . . . . . . . . . . . . . . . . . . . -
October 1, 2012 . . . . . . . . . . . . . . . . . . . . . . -
April 1, 2013 . . . . . . . . . . . . . . . . . . . . . . . -
October 1, 2013 . . . . . . . . . . . . . . . . . . . . . . -
April 1, 2014 . . . . . . . . . . . . . . . . . . . . . . . -
October 1, 2014 . . . . . . . . . . . . . . . . . . . . . . -
April 1, 2015 . . . . . . . . . . . . . . . . . . . . . . . -
October 1, 2015 . . . . . . . . . . . . . . . . . . . . . . -
April 1, 2016 . . . . . . . . . . . . . . . . . . . . . . . -
October 1, 2016 . . . . . . . . . . . . . . . . . . . . . . -
April 1, 2017 . . . . . . . . . . . . . . . . . . . . . . . -
October 1, 2017 . . . . . . . . . . . . . . . . . . . . . . -
April 1, 2018 . . . . . . . . . . . . . . . . . . . . . . . -
October 1, 2018 . . . . . . . . . . . . . . . . . . . . . . -
April 1, 2019 . . . . . . . . . . . . . . . . . . . . . . . -
October 1, 2019 . . . . . . . . . . . . . . . . . . . . . . -
-1-
