Exhibit 4(c)(1)
This Trust Supplement No. 1997-1A, dated as of September 25, 1997 (herein
called the "Trust Supplement"), by and among Northwest Airlines Corporation, a
Delaware corporation (the "Guarantor"), Northwest Airlines, Inc., a Minnesota
corporation (the "Company"), and State Street Bank and Trust Company (the
"Trustee"), to the Pass Through Trust Agreement, dated as of June 3, 1996, by
and among the Guarantor, the Company and the Trustee (the "Basic Agreement").
W I T N E S S E T H:
WHEREAS, the Basic Agreement, unlimited as to the aggregate principal
amount of Certificates (unless otherwise specified herein, capitalized terms
used herein without definition having the respective meanings specified
heretofore in the Basic Agreement) which may be issued thereunder, has
heretofore been executed and delivered;
WHEREAS, each Owner Trustee, acting on behalf of its respective Owner
Participant, will issue, on a non-recourse basis, Equipment Notes, among other
things, to finance a portion of the purchase price of the aircraft purchased or
to be purchased by such Owner Trustee and leased or to be leased to the Company
pursuant to the related Lease;
WHEREAS, pursuant to the terms and conditions of the Basic Agreement as
supplemented by this Trust Supplement (the "Agreement"), the Trustee shall
purchase such Equipment Notes issued by each Owner Trustee having the same
interest rate as, and final maturity dates not later than the final Regular
Distribution Date of, the Certificates issued hereunder and shall hold such
Equipment Notes in trust for the benefit of the Certificateholders;
WHEREAS, the Trustee hereby declares the creation of this Trust (the
"1997-1A Trust") for the benefit of the Certificateholders, and the initial
Certificateholders as the grantors of the 1997-1A Trust, by their respective
acceptances of the Certificates, join in the creation of this 1997-1A Trust with
the Trustee;
WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed,
have been done, performed and fulfilled, and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all respects
duly authorized;
WHEREAS, this Trust Supplement is subject to the provisions of the Trust
Indenture Act of 1939, as amended, and shall, to the extent applicable, be
governed by such provisions;
2
NOW THEREFORE, in consideration of the premises herein, it is agreed by and
among the Guarantor, the Company and the Trustee as follows:
THE CERTIFICATES
Section 1.01. The Certificates. There is hereby created a series of
Certificates to be issued under the Agreement to be distinguished and known as
"Pass Through Certificates, Series 1997-1A" (hereinafter defined as the "Series
1997-1A Certificates"). Each Series 1997-1A Certificate represents a Fractional
Undivided Interest in the 1997-1A Trust created hereby.
The terms and conditions applicable to the Series 1997-1A Certificates are
as follows:
(a) The aggregate principal amount of the Series 1997-1A
Certificates that shall be authenticated under the Agreement (except for
Series 1997-1A Certificates authenticated and delivered pursuant to
Sections 3.03, 3.04 and 3.05 of the Basic Agreement) upon their initial
issuance is $125,914,000.
(b) The Cut-off Date is the earlier of (i) August 31, 1998 or, with
respect to two Prefunded Aircraft (as defined herein) scheduled to be
delivered in October and November 1997, June 15, 1998 and (ii) the 90th
day after the last day of the calendar month in which such Prefunded
Aircraft is delivered to the Company.
(c) The Regular Distribution Dates with respect to any payment of
Scheduled Payments means each January 2 and July 2, commencing on January
2, 1998, until payment of all of the Scheduled Payments to be made under
the Equipment Notes has been made.
(d) The Special Distribution Dates are as follows: (i) when used
with respect to the redemption or purchase of any Equipment Notes, the
day (which shall be a Business Day) on which such redemption or purchase
is scheduled to occur pursuant to the terms of the applicable Indenture
and (ii) when used with respect to a Special Payment other than as
described in clause (i) above, 10 days after the last date on which the
Trustee must give notice pursuant to Section 4.02(c) of the Basic
Agreement (or the next Business Day after such 10th day if such date is
not a Business Day).
(e) (i) The Series 1997-1A Certificates shall be in the form
attached hereto as Exhibit A. Each purchaser of Series 1997-1A
Certificates, by its acceptance of such Certificate or its interest
therein, will be deemed to
3
represent and warrant to and for the benefit of each Owner Participant and
the Company that either (x) the assets of an employee benefit plan subject
to Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or of a plan subject to Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") or of entities which may be
deemed to hold such plans, have not been used to purchase Series 1997-1A
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 1997-1A Certificates shall be Book-Entry
Certificates and shall be subject to the conditions set forth in the
Letter of Representations among the Guarantor, the Company and the
Clearing Agency attached hereto as Exhibit B.
(f) The Scheduled Payments of principal shall be as set forth in
Exhibit C hereto.
(g) A portion of the proceeds of the Series 1997-1A Certificates
shall be used to purchase the Equipment Notes in the principal amount
specified below and the unused portion of such proceeds shall be
deposited in the Escrow Account to be applied as set forth in the
Agreement:
Principal Amount
Registration Number of Equipment Note
------------------- -----------------
N501XJ $10,481,250
N502XJ 10,481,250
N503XJ 10,481,250
N504XJ 10,481,250
N505XJ 10,481,250
N506XJ 10,481,250
N507XJ 10,369,024
N508XJ 10,369,451
N509XJ 10,560,952
N510XJ 10,574,427
N511XJ 10,583,770
N512XJ 10,568,876
(h) Each Owner Trustee, acting on behalf of its respective Owner
Participant, will issue on a non-recourse
4
basis, the Equipment Notes, the proceeds of which shall be used, among
other things, to finance a portion of the purchase price to such Owner
Trustee of the following Aircraft:
Registration Number Aircraft Type Engine Type
------------------- ------------- -----------
N501XJ Avro RJ85(1) LF-507-1F(2)
N502XJ Avro RJ85 LF-507-1F
N503XJ Avro RJ85 LF-507-1F
N504XJ Avro RJ85 LF-507-1F
N505XJ Avro RJ85 LF-507-1F
N506XJ Avro RJ85 LF-507-1F
N507XJ Avro RJ85 LF-507-1F
N508XJ Avro RJ85 LF-507-1F
N509XJ Avro RJ85 LF-507-1F
N510XJ Avro RJ85 LF-507-1F
N511XJ Avro RJ85 LF-507-1F
N512XJ Avro RJ85 LF-507-1F
(i) The related Note Documents are listed on Exhibit D.
Section 1.02. Intercreditor Agreement. The Series 1997-1A Certificates
are subject to the Intercreditor Agreement.
Section 1.03. Ranking of Equipment Notes. The Equipment Notes will be
subject to the ranking and priority as set forth in the related Indenture.
Section 1.04. No Cross-Default or Cross- Collateralization of Equipment
Certificates. As set forth in the related Indenture, there are no
cross-collateralization provisions or cross-default provisions in respect of the
Equipment Notes.
Section 1.05. Ranking of Series 1997-1A Certificates. The Series 1997-1A
Certificates will be subject to the ranking and priority as set forth in the
Intercreditor Agreement.
---------------
(1) The reference to "Avro RJ85" means the British Aerospace Avro RJ85
airplane.
(2) The reference to "LF-507-1F" means the AlliedSignal LF-507-1F engine.
5
Section 1.06. Liquidity Facility. Payments of interest on the Series
1997-1A Certificates will be supported by a Liquidity Facility to be provided by
the Liquidity Provider for the benefit of the Certificateholders.
Section 1.07. Purchase Rights of Certificateholders. Upon the occurrence
and during the continuation of a Triggering Event, as defined in the Basic
Agreement, (i) the holders of Certificates issued pursuant to the 1997-1B Trust
Supplement shall have the right to purchase all, but not less than all, of the
Series 1997-1A Certificates and (ii) the holders of Certificates issued pursuant
to the 1997-1C Trust Supplement shall have the right to purchase all, but not
less than all, of the Series 1997-1A Certificates and the Certificates issued
pursuant to the 1997-1B Trust Supplement.
PREDELIVERY FUNDING AND
STATEMENT OF INTENT
Section 2.01. Predelivery Funding. During the period between the date of
issuance of Equipment Notes by the Owner Trustee in respect of NWA Trust Nos.
NWA 1997 G, NWA 1997 H, NWA 1997 I, NWA 1997 J, NWA 1997 K and NWA 1997 L, and
the earliest to occur of (i) the date of sale to an Owner Trustee of the related
Aircraft, (ii) the date of assumption by the Company of the Equipment Notes and
(iii) the date of redemption of the Equipment Notes under Section 2.10(c),
2.10(d) or 2.10(e) of the Indenture, such Equipment Notes will not be secured by
such Aircraft or the related Lease, but will be secured by the Prefunding
Collateral Account. Pursuant to the related Indenture, the Loan Trustee on
behalf of the related Owner Trustee will deposit the proceeds from the sale of
the related Equipment Notes into the Prefunding Collateral Account for the
benefit of the Loan Trustee.
Sums deposited in each Prefunding Collateral Account will be invested as
set forth in the related Indenture.
Section 2.02. Statement of Intent. Each of the parties hereto, and each
Certificateholder by acceptance of its Series 1997-1A Certificate, agrees for
Federal income tax purposes to treat the Equipment Notes issued by the Owner
Trustee in respect of NWA Trust Nos. NWA 1997 G, NWA 1997 H, NWA 1997 I, NWA
1997 J, NWA 1997 K and NWA 1997 L (a) on the date of their original issuance as
indebtedness of the Company maturing on the earliest of (i) the Delivery Date,
(ii) the date of assumption by the Company of the Equipment Notes or (iii) the
date of redemption of the Equipment Notes under Section 2.10(c), 2.10(d) or
2.10(e) of the Indenture and (b) thereafter, as indebtedness of the Owner
Trustee in the case of clause (a)(i) or of the Company in the case of clause
(a)(ii), issued on the respective date and maturing on the maturity date of the
Equipment Notes.
6
DEFINITIONS
Section 3.01. Definitions. For all purposes of the Basic Agreement as
supplemented by this Trust Supplement, the following capitalized terms have the
following meaning:
Intercreditor Agreement: Means the Intercreditor Agreement dated as
of the date hereof by and among the Trustee, the Other Trustees, the
Liquidity Providers named therein and State Street Bank and Trust Company
of Connecticut, National Association, as Subordination Agent.
Other Agreements: Means (i) the Basic Agreement as supplemented by
Trust Supplement No. 1997-1B (the "1997-1B Trust Supplement") dated the
date hereof relating to Northwest Airlines 1997-1B Pass Through Trust and
(ii) the Basic Agreement as supplemented by Trust Supplement No. 1997-1C
(the "1997-1C Trust Supplement") dated the date hereof relating to
Northwest Airlines 1997-1C Pass Through Trust.
Other Trustees: Means the trustee under the Other Agreements, and any
successor or other trustee appointed as provided therein.
Prefunded Aircraft: Means the six Aircraft which are expected to be
sold to the Owner Trustee during the period from October 1997 to May 1998.
Prefunding Collateral Account: Means each of the Prefunding
Collateral Accounts established pursuant to the Indentures for each of NWA
1997 G, NWA 1997 H, NWA 1997 I, NWA 1997 J, NWA 1997 K and NWA 1997 L into
which the proceeds of sale of the related Equipment Notes will be
deposited, respectively.
Specified Investments: has the meaning set forth in Schedule II to
the Participation Agreements.
Trust Property: Means (i) the Equipment Notes held as the property of
the Trust and all monies at any time paid thereon and all monies due and to
become due thereunder, (ii) funds from time to time deposited in the Escrow
Account, the Certificate Account and the Special Payments Account, and
(iii) all rights of the Trust and the Trustee, on behalf of the Trust,
under the Intercreditor Agreement, and the Liquidity Facility, including,
without limitation, all rights to receive certain payments thereunder, and
all monies paid to the Trustee on behalf of the Trust pursuant to the
Intercreditor Agreement or the Liquidity Facility.
Trusts: Means, collectively, the Northwest Airlines 1997-1 Pass
Through Trusts to be formed pursuant to the
7
Basic Agreement, as supplemented by this Trust Supplement and the Other
Agreements.
Underwriters: Means the several Underwriters named in and who are
parties to the Underwriting Agreement.
Underwriting Agreement: Means the Underwriting Agreement dated as of
September 16, 1997 by and among the Company, the Guarantor, Credit Suisse
First Boston Corporation, Xxxxxx Brothers Inc. and Xxxxxx Xxxxxxx & Co.
Incorporated.
THE TRUSTEE
Section 4.01. The Trustee. The Trustee is hereby directed to execute and
deliver the Intercreditor Agreement on or prior to the Issuance Date in the form
delivered to the Trustee by the Company. The Trustee shall not be responsible
in any manner whatsoever for or in respect of the validity or sufficiency of
this Trust Supplement or the due execution hereof by the Guarantor or the
Company, or for or in respect of the recitals and statements contained herein,
all of which recitals and statements are made solely by the Company.
Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed by the Trustee by
reason of this Trust Supplement other than as set forth in the Basic Agreement,
and this Trust Supplement is executed and accepted on behalf of the Trustee,
subject to all the terms and conditions set forth in the Basic Agreement, upon
the effectiveness thereof, as fully to all intents as if the same were herein
set forth at length.
The Trustee represents and warrants that the Intercreditor Agreement will
be duly executed and delivered by one of its officers who is duly authorized to
execute and deliver such document on its behalf.
MISCELLANEOUS PROVISIONS
Section 5.01. Basic Agreement Ratified. Except and so far as herein
expressly provided, all of the provisions, terms and conditions of the Basic
Agreement are in all respects ratified and confirmed; and the Basic Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.
Section 5.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE SERIES 1997-1A
CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
8
Section 5.03. Execution in Counterparts. This Trust Supplement may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
9
IN WITNESS WHEREOF, the Guarantor, the Company and the Trustee have caused
this Trust Supplement to be duly executed by their respective officers thereto
duly authorized, as of the day and year first written above.
NORTHWEST AIRLINES, INC.
By: _________________________
Name:
Title:
NORTHWEST AIRLINES CORPORATION,
as Guarantor
By: _________________________
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: _________________________
Name:
Title:
EXHIBIT A
FORM OF CERTIFICATE
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch the registered owner hereof, Cede & Co., has an interest
herein.
Any person acquiring this Certificate by its acceptance hereof or its
interest herein, will be deemed to represent and warrant to and for the benefit
of each Owner Participant and the Company that either (i) the assets of an
employee benefit plan subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or of a plan subject to Section 4975
of the Internal Revenue Code of 1986, as amended (the "Code") or of entities
which may be deemed to hold such plans, have not been used to purchase this
Certificate or (ii) one or more prohibited transaction statutory or
administrative exemptions applies such that the use of such plan assets to
purchase and hold this Certificate will not constitute a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code.
XXXXXXXXX XXXXXXXX 0000-0X XXXX THROUGH TRUST
Pass Through
Certificate, Series 1997-1A
Issuance Date: September 25, 1997
Final Legal Distribution Date: July 2, 2017
Evidencing A Fractional Undivided Interest In the 1997-1A Trust, The
Property Of Which Includes Certain Equipment Notes Each Secured By An
Aircraft Leased To Northwest Airlines, Inc. Or A Collateral Account
Holding Specified Investments Purchased With The Proceeds Of The Sale
Of Such Issue Of The Equipment Notes
Certificate
No. _____ $________ Fractional Undivided Interest representing 0.__% of the
Trust per $1,000 of Reference Principal Amount
2
THIS CERTIFIES THAT _______________, for value received, is the registered
owner of a Fractional Undivided Interest in the amount of $_______ (the
"Reference Principal Amount") in the Northwest Airlines 1997-1A Pass Through
Trust (the "Trust") created by State Street Bank and Trust Company, as trustee
(the "Trustee"), pursuant to a Pass Through Trust Agreement, dated as of June 3,
1996 (the "Basic Agreement"), by and among the Trustee, Northwest Airlines
Corporation, a Delaware corporation (the "Guarantor"), and Northwest Airlines,
Inc., a Minnesota corporation (the "Company"), as supplemented by Trust
Supplement No. 1997-1A thereto, dated as of September 25, 1997 (collectively,
the "Agreement"), by and among the Trustee, the Guarantor and the Company, a
summary of certain of the pertinent provisions of which is set forth below. To
the extent not otherwise defined herein, the capitalized terms used herein have
the meanings assigned to them in the Agreement. This Certificate is one of the
duly authorized Certificates designated as "Pass Through Certificates, Series
1997-1A" (herein called the "Certificates"). This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement and the
Intercreditor Agreement, to which Agreement the Certificateholder of this
Certificate by virtue of the acceptance hereof assents and by which such
Certificateholder is bound. The property of the Trust includes certain
Equipment Notes and all rights of the Trust to receive payments under the
Intercreditor Agreement and the Liquidity Facility (the "Trust Property"). Each
issue of the Equipment Notes is secured by a security interest in (A) the
Aircraft leased to the Company or (B) a collateral account holding Specified
Investments purchased with the proceeds of the sale of such issue of the
Equipment Notes.
Each of the Certificates represents a Fractional Undivided Interest in the
Trust and the Trust Property and has no rights, benefits or interest in respect
of any other separate trust established pursuant to the terms of the Basic
Agreement for any other series of certificates issued pursuant thereto. The
undivided percentage interest in the Trust represented by each of this
Certificate (as specified above) and the other Pass Through Certificates, Series
1997-1A, was determined on the basis of (x) the aggregate of the Reference
Principal Amount of this Certificate (as specified above) and of the other Pass
Through Certificates, Series 1997-1A and (y) the aggregate original principal
amounts of the Equipment Notes constituting the Trust Property.
Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed on each January 2 and July 2 (a "Regular Distribution Date"),
commencing January 2, 1998 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,
3
equal to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Scheduled Payments. Subject
to and in accordance with the terms of the Agreement, in the event that Special
Payments on the Equipment Notes are received by the Trustee, from funds then
available to the Trustee, there shall be distributed on the applicable Special
Distribution Date, to the Person in whose name this Certificate is registered at
the close of business on the 15th day preceding the Special Distribution Date,
an amount in respect of such Special Payments on the Equipment Notes, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received. If a Regular
Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the immediately following Business Day with the
same force and effect as if made on such Regular Distribution Date or Special
Distribution Date and no interest shall accrue during the intervening period.
The Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Certificateholder of this Certificate.
Distributions on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto, without the presentation or surrender of
this Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after notice mailed by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Trustee specified in such notice.
The Certificates do not represent an obligation of, or an obligation
guaranteed by, or an interest in, the Guarantor, the Company or the Trustee or
any affiliate thereof. The Certificates are limited in right or payment, all as
more specifically set forth herein and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.
4
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Guarantor or the Company and the rights of the Certificateholders under the
Agreement at any time by the Guarantor, the Company and the Trustee with the
consent of the Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
Trust. Any such consent by the Certificateholder of this Certificate shall be
conclusive and binding on such Certificateholder and upon all future
Certificateholders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Certificateholders of any of the Certificates.
As provided in the Agreement and subject to certain limitations set forth,
the transfer of this Certificate is registrable in the Register upon surrender
of this Certificate for registration of transfer at the offices or agencies
maintained by the Trustee in its capacity as Registrar, or by any successor
Registrar, duly endorsed or accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Registrar duly executed by the
Certificateholder hereof or such Certificateholder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Trust will be
issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $1,000 Fractional Undivided Interests and
integral multiples thereof. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.
The Trustee, the Registrar, and any agent of the Trustee or the Registrar
may treat the person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Registrar, nor any such
agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the Trust
created thereby shall terminate upon the distribution to Certificateholders of
all amounts required to be
5
distributed to them pursuant to the Agreement and the disposition of all
property held as part of the Trust Property.
THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PROVISIONS OF THE STATE OF NEW YORK.
Unless the certificate of authentication hereon has been executed by the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
XXXXXXXXX XXXXXXXX 0000-0X
XXXX THROUGH TRUST
By: STATE STREET BANK AND
TRUST COMPANY, as
Trustee
By: /s/ Xxxx X. Xxxxxx
___________________________
Name: Xxxx X. Xxxxxx
Title: Vice President-
Finance &
Assistant
Treasurer
FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By: /s/ Xxxxxx X. Xxxxx
_________________________
Name: Xxxxxx X. Xxxxx
Title: Vice President
EXHIBIT B
DTC Letter of Representations
(on the following page)
EXHIBIT C
REGULAR DISTRIBUTION DATES
AND
SCHEDULED PAYMENTS
Regular Distribution Date Scheduled Payment
------------------------- -----------------
January 2, 1998 $ 0.00
July 2, 1998 1,886,625.00
January 2, 1999 1,116,347.00
July 2, 1999 1,886,625.00
January 2, 2000 1,914,747.00
July 2, 2000 1,886,625.00
January 2, 2001 1,914,747.00
July 2, 2001 1,886,625.00
January 2, 2002 1,914,747.00
July 2, 2002 1,886,625.00
January 2, 2003 3,605,603.43
July 2, 2003 195,768.57
January 2, 2004 1,273,230.00
July 2, 2004 2,528,142.00
January 2, 2005 1,273,230.00
July 2, 2005 2,528,142.00
January 2, 2006 1,273,230.00
July 2, 2006 2,528,142.00
January 2, 2007 3,159,855.00
July 2, 2007 641,517.00
January 2, 2008 3,788,730.00
July 2, 2008 641,517.00
January 2, 2009 4,950,537.48
July 2, 2009 117,958.52
January 2, 2010 5,068,496.00
July 2, 2010 0.00
January 2, 2011 5,068,496.00
July 2, 2011 0.00
2
Regular Distribution Date Scheduled Payment
------------------------- -----------------
January 2, 2012 9,894,109.59
July 2, 2012 0.00
January 2, 2013 16,168,543.46
July 2, 2013 0.00
January 2, 2014 18,632,788.43
July 2, 2014 61,419.90
January 2, 2015 16,887,164.90
July 2, 2015 0.00
January 2, 2016 9,333,666.07
Exhibit D
NOTE DOCUMENTS
(on the following page)
