FIRST AMENDMENT TO TRUST INDENTURE AND SECURITY AGREEMENT [NW ]Trust Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled
Amended and Restated Trust Agreement Dated as of , 2003Trust Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled • Delaware
This AMENDED AND RESTATED TRUST AGREEMENT, dated as of , 2003 (as amended, supplemented or modified from time to time, this “Agreement”), is between Wilmington Trust Company, a Delaware banking corporation (in its capacity as trustee hereunder, the “Owner Trustee”), and Northwest Airlines, Inc., a Minnesota corporation, as Depositor (the “Depositor”).
FIRST AMENDMENT TO TRUST INDENTURE AND SECURITY AGREEMENT [NW ]Trust Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled
This FIRST AMENDMENT TO TRUST INDENTURE AND SECURITY AGREEMENT [NW ], dated as of [ ], 2003, by and between U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), not in its individual capacity, except as expressly stated herein, but solely as Indenture Trustee (in such capacity, the “Indenture Trustee”), and NORTHWEST AIRLINES, INC., a Minnesota corporation (the “Owner”), to that certain Trust Indenture and Security Agreement [NW ] dated as of [ , 200 ], by and between State Street Bank and Trust Company, as indenture trustee, and the Owner, as supplemented by Trust Indenture Supplement No. 1 [NW ] (“Trust Indenture Supplement No. 1”) between the Owner and State Street Bank and Trust Company, as indenture trustee, dated [ , 200 ] (such Trust Indenture and Security Agreement [NW ], as supplemented by Trust Indenture Supplement [NW ] No. 1, herein called the “Trust Indenture”) (the “Amendment”);
FIRST AMENDMENT TO PARTICIPATION AGREEMENT [NW ]Trust Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled
This FIRST AMENDMENT TO PARTICIPATION AGREEMENT [NW ], dated as of [ ], 2003, among NORTHWEST AIRLINES, INC., a Minnesota corporation (the “Owner”), NORTHWEST AIRLINES CORPORATION, a Delaware corporation (the “Guarantor”), U.S. BANK TRUST NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), a national banking association, not in its individual capacity except as otherwise expressly provided in any of the Operative Documents, but solely as trustee (in such capacity, the “Pass Through Trustee”) under each of the Pass Through Trust Agreements other than the Class D Pass Through Trust Agreement (as hereinafter defined), U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), not in its individual capacity, but solely as subordination agent and trustee (in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, U.S. BANK NATIONAL ASSOCIATION (as successor in
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled • New York
This FIRST AMENDMENT, dated as of , 2003 (this “Amendment”), among U.S. BANK TRUST NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company of Connecticut, National Association) not in its individual capacity, but solely as Trustee under the Northwest Airlines Pass Through Trust 2000-1G and Northwest Airlines Pass Through Trust 2000-1C (collectively, the “Senior Trustees”), and under the Northwest Airlines Pass Through Trust 2003-1 (the “2003-1 Trustee” and together with the Senior Trustees, the “Trustees”), AIG MATCHED FUNDING CORP., as Class G and Class C Liquidity Provider (the “Liquidity Provider”), MBIA INSURANCE CORPORATION, as Policy Provider (the “Policy Provider”), and U.S. BANK NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company), not in its individual capacity, but solely as Subordination Agent and trustee under the Intercreditor Agreement referred to below (in such capacity, together with any successor appointed pursuant to Article VII
FIRST AMENDMENT TO TRUST INDENTURE AND SECURITY AGREEMENT [NW ]Trust Indenture and Security Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled
Debt Rate for Series D Secured Certificates: With respect to (i) the first Interest Period [ ]% per annum, and (ii) any subsequent Interest Period, LIBOR for such Interest Period as determined pursuant to the Reference Agency Agreement plus a margin of [ ]% per annum; provided that, in any event the Debt Rate for Series D Secured Certificates shall not exceed [ ]% per annum.
FIRST AMENDMENT TO TRUST INDENTURE AND SECURITY AGREEMENT [NW ]Trust Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled
This FIRST AMENDMENT TO TRUST INDENTURE AND SECURITY AGREEMENT [NW ], dated as of [ ], 2003, by and between U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), not in its individual capacity, except as expressly stated herein, but solely as Indenture Trustee (in such capacity, the “Indenture Trustee”), and NORTHWEST AIRLINES, INC., a Minnesota corporation (the “Owner”), to that certain Trust Indenture and Security Agreement [NW ] dated as of [ , 200 ], by and between State Street Bank and Trust Company, as indenture trustee, and the Owner, as supplemented by Trust Indenture Supplement No. 1 [NW ] (“Trust Indenture Supplement No. 1”) between the Owner and State Street Bank and Trust Company, as indenture trustee, dated [ , 200 ] (such Trust Indenture and Security Agreement [NW ], as supplemented by Trust Indenture Supplement [NW ] No. 1, herein called the “Trust Indenture”) (the “Amendment”);
FIRST AMENDMENT TO PARTICIPATION AGREEMENT [NW ]Participation Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled
This FIRST AMENDMENT TO PARTICIPATION AGREEMENT [NW ], dated as of [ ], 2003, among NORTHWEST AIRLINES, INC., a Minnesota corporation (the “Owner”), NORTHWEST AIRLINES CORPORATION, a Delaware corporation (the “Guarantor”), U.S. BANK TRUST NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), a national banking association, not in its individual capacity except as otherwise expressly provided in any of the Operative Documents, but solely as trustee (in such capacity, the “Pass Through Trustee”) under each of the Pass Through Trust Agreements, U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), not in its individual capacity, but solely as subordination agent and trustee (in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, and U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), a national banking ass
ContractTrust Supplement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled • New York
This Trust Supplement No. 2003-1, dated as of , 2003 (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 U.S. Bank Trust National Association, as successor to 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”).
GUARANTEEGuarantee • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled
This GUARANTEE, dated as of , 2003 (as amended, modified or supplemented from time to time, this “Guarantee”), from NORTHWEST AIRLINES CORPORATION, a Delaware corporation (together with its permitted successors and assigns, the “Guarantor”), to U.S. Bank Trust National Association, as trustee of Northwest Airlines Pass Through Trust 2003-1 (together with any successors and permitted assigns, the “Party”).
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTTo Intercreditor Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled • New York
This FIRST AMENDMENT, dated as of , 2003 (this “Amendment”), among U.S. BANK TRUST NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company of Connecticut, National Association) not in its individual capacity, but solely as Trustee under the Northwest Airlines Pass Through Trust 1999-2A, Northwest Airlines Pass Through Trust 1999-2B and Northwest Airlines Pass Through Trust 1999-2C (collectively, the “Senior Trustees”), and under the Northwest Airlines Pass Through Trust 2003-1 (the “2003-1 Trustee” and together with the Senior Trustees, the “Trustees”), CITIBANK, N.A., as Class A, Class B and Class C Liquidity Provider (the “Liquidity Provider”) and U.S. BANK NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company), not in its individual capacity, but solely as Subordination Agent and trustee under the Intercreditor Agreement referred to below (in such capacity, together with any successor appointed pursuant to Article VIII of such Intercreditor Agre
SECOND AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled • New York
This SECOND AMENDMENT, dated as of , 2003 (this “Amendment”), among U.S. BANK TRUST NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company of Connecticut, National Association) not in its individual capacity, but solely as Trustee under the Northwest Airlines Pass Through Trust 2002-1G-1, Northwest Airlines Pass Through Trust 2002-1G-2, Northwest Airlines Pass Through Trust 2002-1C-1 and Northwest Airlines Pass Through Trust 2002-1C-2 (collectively, the “Senior Trustees”), under the Northwest Airlines Pass Through Trust 2002-1D (the “Class D Trustee”) and under the Northwest Airlines Pass Through Trust 2003-1 (the “2003-1 Trustee” and together with the Senior Trustees and the Class D Trustee, the “Trustees”), MBIA INSURANCE CORPORATION, as Policy Provider (the “Policy Provider”), WESTLB AG, NEW YORK BRANCH (formerly WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH), as Class G-1, Class G-2, Class C-1 and Class C-2 Primary Liquidity Provider (the “Primary Liquidi
FIRST AMENDMENT TO PARTICIPATION AGREEMENT [NW ]Participation Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled
This FIRST AMENDMENT TO PARTICIPATION AGREEMENT [NW ], dated as of [ ], 2003, among NORTHWEST AIRLINES, INC., a Minnesota corporation (the “Owner”), NORTHWEST AIRLINES CORPORATION, a Delaware corporation (the “Guarantor”), U.S. BANK TRUST NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), a national banking association, not in its individual capacity except as otherwise expressly provided in any of the Operative Documents, but solely as trustee (in such capacity, the “Pass Through Trustee”) under each of the Pass Through Trust Agreements other than the Class C Pass Through Trust Agreement (as hereinafter defined), U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), not in its individual capacity, but solely as subordination agent and trustee (in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, U.S. BANK NATIONAL ASSOCIATION (as successor in
FIRST AMENDMENT TO PARTICIPATION AGREEMENT [NW ]Participation Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled
This FIRST AMENDMENT TO PARTICIPATION AGREEMENT [NW ], dated as of [ ], 2003, among NORTHWEST AIRLINES, INC., a Minnesota corporation (the “Owner”), NORTHWEST AIRLINES CORPORATION, a Delaware corporation (the “Guarantor”), U.S. BANK TRUST NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), a national banking association, not in its individual capacity except as otherwise expressly provided in any of the Operative Documents, but solely as trustee (in such capacity, the “Pass Through Trustee”) under each of the Pass Through Trust Agreements other than the Class D Pass Through Trust Agreement (as hereinafter defined), U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), not in its individual capacity, but solely as subordination agent and trustee (in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, U.S. BANK NATIONAL ASSOCIATION (as successor in
PLEDGE AGREEMENTPledge Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled • New York
PLEDGE AGREEMENT, dated as of [•], 2003, made by Northwest Airlines, Inc., a Minnesota corporation (the “Grantor”), in favor of U.S. Bank Trust National Association, as trustee of Northwest Airlines Pass Through Trust 2003-1 (together with any permitted successors and assigns, the “Grantee”).
SECOND AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled • New York
This SECOND AMENDMENT, dated as of , 2003 (this “Amendment”), among U.S. BANK TRUST NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company of Connecticut, National Association) not in its individual capacity, but solely as Trustee under the Northwest Airlines Pass Through Trust 2001-1A-1, Northwest Airlines Pass Through Trust 2001-1A-2, Northwest Airlines Pass Through Trust 2001-1B and Northwest Airlines Pass Through Trust 2001-1C (collectively, the “Senior Trustees”), under the Northwest Airlines Pass Through Trust 2001-1D (the “Class D Trustee”) and under the Northwest Airlines Pass Through Trust 2003-1 (the “2003-1 Trustee” and together with the Senior Trustees and the Class D Trustee, the “Trustees”), LANDESBANK HESSEN-THURINGEN GIROZENTRALE, as Class A-1, Class A-2, Class B and Class C Liquidity Provider (the “Liquidity Provider”) and U.S. BANK NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company), not in its individual capacity, but solely
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled • New York
This FIRST AMENDMENT, dated as of , 2003 (this “Amendment”), among U.S. BANK TRUST NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company of Connecticut, National Association) not in its individual capacity, but solely as Trustee under the Northwest Airlines Pass Through Trust 2001-2A, Northwest Airlines Pass Through Trust 2001-2B (collectively, the “Senior Trustees”), and under the Northwest Airlines Pass Through Trust 2003-1 (the “2003-1 Trustee” and together with the Senior Trustees, the “Trustees”), CDC FINANCE – CDC IXIS, as Class A and Class B Primary Liquidity Provider (the “Primary Liquidity Provider”), CDC FINANCIAL PRODUCTS INC., as Class A and Class B Above-Cap Liquidity Provider (the “Above-Cap Liquidity Provider” and together with the Primary Liquidity Provider, the “Liquidity Providers”), and U.S. BANK NATIONAL ASSOCIATION (as successor to State Street Bank and Trust Company), not in its individual capacity, but solely as Subordination Agent and trustee
FIRST AMENDMENT TO TRUST INDENTURE AND SECURITY AGREEMENT [NW ]Trust Indenture and Security Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled
ContractNorthwest Airlines Inc /Mn • September 5th, 2003 • Air transportation, scheduled
THIS D-2 SECURED NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS D-2 SECURED NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE.
FIRST AMENDMENT TO PARTICIPATION AGREEMENT [NW ]Trust Agreement • September 5th, 2003 • Northwest Airlines Inc /Mn • Air transportation, scheduled
This FIRST AMENDMENT TO PARTICIPATION AGREEMENT [NW ], dated as of [ ], 2003, among NORTHWEST AIRLINES, INC., a Minnesota corporation (the “Owner”), NORTHWEST AIRLINES CORPORATION, a Delaware corporation (the “Guarantor”), U.S. BANK TRUST NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company of Connecticut, National Association), a national banking association, not in its individual capacity except as otherwise expressly provided in any of the Operative Documents, but solely as trustee (in such capacity, the “Pass Through Trustee”) under each of the Pass Through Trust Agreements other than the Class E Pass Through Trust Agreement (as hereinafter defined), U.S. BANK NATIONAL ASSOCIATION (as successor in interest to State Street Bank and Trust Company), not in its individual capacity, but solely as subordination agent and trustee (in such capacity, the “Subordination Agent”) under the Intercreditor Agreement, U.S. BANK NATIONAL ASSOCIATION (as successor in
