EXHIBIT 4(a)(3)
EXECUTION COPY
TRUST SUPPLEMENT NO. 2001-1A-2
Dated as of September 17, 2001
between
DELTA AIR LINES, INC.
and
STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION,
as Trustee,
To
PASS THROUGH TRUST AGREEMENT
Dated as of November 16, 2000
Delta Air Lines, Inc. Pass Through Trust 2001-1A-2
7.111% Delta Air Lines
Pass Through Certificates,
Series 2001-1A-2
TRUST SUPPLEMENT NO. 2001-1A-2
This TRUST SUPPLEMENT NO. 2001-1A-2, dated as of September 17, 2001
(the "Trust Supplement"), between DELTA AIR LINES, INC., a Delaware corporation,
and STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, a
national banking association, as Trustee, to the Pass Through Trust Agreement,
dated as of November 16, 2000, between the Company (such term and other
capitalized terms used herein without definition being defined as provided in
Section 1.01) and the Trustee (the "Basic Agreement").
W I T N E S S E T H:
WHEREAS, the Basic Agreement, which is unlimited as to the aggregate
face amount of Certificates that may be issued and authenticated thereunder, has
heretofore or concurrently herewith been executed and delivered;
WHEREAS, the Company is the Owner of 36 aircraft described in
Schedule II (collectively, the "Aircraft");
WHEREAS, pursuant to each Indenture, the Company will issue the
Equipment Notes, which Equipment Notes are to be secured by a security interest
in all right, title and interest of the Company in and to the Aircraft and
certain other property described therein;
WHEREAS, the Trustee shall hereby declare the creation of the Class
A-2 Trust (as defined below) for the benefit of Holders of the Class A-2
Certificates (as defined below) to be issued in respect of such Class A-2 Trust,
and the initial Holders of the Class A-2 Certificates, as grantors of such Class
A-2 Trust, by their respective acceptances of the Class A-2 Certificates, shall
join in the creation of the Class A-2 Trust with the Trustee;
WHEREAS, all Certificates to be issued by the Class A-2 Trust will
evidence Fractional Undivided Interests in the Class A-2 Trust and will have no
rights, benefits or interests in respect of any other separate Trust or the
property held therein;
WHEREAS, pursuant to the terms and conditions of the Basic
Agreement, as supplemented by this Trust Supplement and the Participation
Agreements, the Trustee on behalf of the Class A-2 Trust shall purchase the
Equipment Notes issued by the Company pursuant to the Indentures relating to the
Aircraft having the identical interest rate as, and final maturity dates not
later than the final Regular Distribution Date of, the Class A-2 Certificates
issued hereunder and shall hold such Equipment Notes in trust for the benefit of
the Class A-2 Certificateholders;
WHEREAS, pursuant to the terms and conditions of the Intercreditor
Agreement referred to in Section 3.01(h) hereof (the "Intercreditor Agreement"),
the Trustee and the other parties thereto will agree to the terms of
subordination set forth therein;
WHEREAS, all of the conditions and requirements necessary to make
this Trust Supplement, when duly executed and delivered, a valid, binding and
legal instrument in accordance with its terms and for the purposes herein
expressed, have been done, performed and fulfilled, and the execution and
delivery of this Trust Supplement in the form and with the terms hereof have
been in all respects duly authorized;
WHEREAS, this Trust Supplement is subject to the provisions of the
Trust Indenture Act and shall, to the extent applicable, be governed by such
provisions;
NOW THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. Unless otherwise specified herein or the
context otherwise requires, capitalized terms used but not defined herein shall
have the respective meanings set forth, and shall be construed and interpreted
in the manner described, in the Basic Agreement or, to the extent not defined
therein, in the Intercreditor Agreement.
ARTICLE II
DECLARATION OF TRUST
Section 2.01 Declaration of Trust. The Trustee hereby declares the
creation of a Trust, designated the "Delta Air Lines Pass Through Trust
2001-1A-2" (the "Class A-2 Trust"), for the benefit of the Holders of the Class
A-2 Certificates to be issued in respect of such Class A-2 Trust, and the
initial Holders of the Class A-2 Certificates, as grantors of such Class A-2
Trust, by their respective acceptances of the Class A-2 Certificates, join in
the creation of such Class A-2 Trust with the Trustee. The Trustee, by the
execution and delivery of this Trust Supplement, acknowledges its acceptance of
all right, title and interest in and to the Trust Property to be acquired
pursuant to Section 2.02 of the Basic Agreement and the Participation Agreements
and the Trustee will hold such right, title and interest for the benefit of all
present and future Holders of the Class A-2 Certificates, upon the trusts set
forth in the Basic Agreement and this Trust Supplement.
ARTICLE III
THE CERTIFICATES
Section 3.01 The Certificates. There is hereby created a series of
Certificates to be issued under this Agreement designated as "7.111% Delta Air
Lines Pass Through Certificates, Series 2001-1A-2" (the "Class A-2
Certificates"). Each Class A-2 Certificate represents a Fractional Undivided
Interest in the Class A-2 Trust created hereby. The Class A-2 Certificates shall
be the only instruments evidencing a Fractional Undivided Interest in the Class
A-2 Trust.
The terms and conditions applicable to the Class A-2 Certificates
and the Class A-2 Trust are as follows:
(a) The aggregate face amount of the Class A-2 Certificates that may
be authenticated and delivered under this Agreement (except for Class A-2
Certificates authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Class A-2 Certificates pursuant
to Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement) is
$571,148,000.
(b) The Cut-off Date is October 19, 2001.
(c) The Regular Distribution Dates with respect to any payment of
Scheduled Payments means March 18 and September 18 of each year,
commencing on March 18, 2002, until payment of all of the Scheduled
Payments to be made under the Equipment Notes has been made. The entire
principal amount of the Equipment Notes to be held by the Class A-2 Trust
is scheduled for payment on September 18, 2011.
(d) The Special Distribution Dates with respect to the Class A-2
Certificates means any Business Day on which a Special Payment is to be
distributed pursuant to this Agreement.
(e) The Class A-2 Certificates shall be in the form attached hereto
as Exhibit A, shall be Book-Entry Certificates and shall be subject to the
conditions set forth in the Letter of Representations between the Company
and The Depository Trust Company, as initial Clearing Agency, attached
hereto as Exhibit B.
(f) The proceeds of the Class A-2 Certificates issued by the Class
A-2 Trust shall be used to acquire the Equipment Notes described in
Schedule I, such Equipment Notes to relate to the Aircraft described in
Schedule II and the Note Documents described in Schedule III.
(g) Any Person acquiring or accepting a Class A-2 Certificate or an
interest therein will, by such acquisition or acceptance, be deemed to
represent and warrant to the Company, the Loan Trustees and the Trustee
that either (i) no assets of an employee benefit plan subject to Title I
of ERISA, or of an employee benefit plan or an individual retirement
account subject to Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code"), or any trust established under such plan or account,
have been used to purchase Class A-2 Certificates or an interest therein
or (ii) the purchase and holding of Class A-2 Certificates or interests
therein by such Person is exempt from the prohibited transaction
restrictions of ERISA and the Code pursuant to one or more prohibited
transaction statutory or administrative exemptions.
(h) The Class A-2 Certificates will be subject to the following
Intercreditor Agreement (and to the extent the terms thereof (including
the definitions of defined terms) are inconsistent with the terms of this
Agreement, such Intercreditor Agreement shall control): that certain
Intercreditor Agreement, dated as of the date hereof, among State Street
Bank and Trust Company of Connecticut, National Association, as Trustee
under each Trust (as defined therein), Landesbank Hessen-Thuringen
Girozentrale, as Class A-2 Liquidity Provider, Class A-2 Liquidity
Provider, Class B Liquidity Provider and Class C Liquidity Provider, and
State Street Bank and Trust Company of Connecticut, National Association,
as Subordination Agent thereunder. Potential Purchasers shall have the
rights upon the occurrence of a Triggering Event set forth in Article IV
hereof. The Trustee and, by acceptance of any Class A-2 Certificate, each
Certificateholder thereof, agrees to be bound by all of the provisions of
the Intercreditor Agreement, including the subordination provisions of
Section 9.09 thereof.
(i) The Class A-2 Certificates will have the benefit of the
following Liquidity Facility: that certain Revolving Credit Agreement,
dated as of the date hereof, between State Street Bank and Trust Company
of Connecticut, National Association, as Subordination Agent under the
Intercreditor Agreement, as agent and trustee for the Class A-2 Trust, and
Landesbank Hessen-Thuringen Girozentrale.
(j) Subject to Section 2.02(b) of the Basic Agreement, there will
not be any deposit agreement, escrow agreement or other similar
arrangement prior to delivery of the Aircraft.
(k) The Company may at any time purchase any of the Class A-2
Certificates at any price in the open market and may hold such Class A-2
Certificates to maturity.
(l) The Responsible Party is the Company.
Section 3.02 Delivery of Documents. The Trustee is hereby directed
(i) to execute and deliver the Intercreditor Agreement referred to in Section
3.01(h) of this Trust Supplement in the form delivered to the Trustee by the
Company and (ii) subject to the respective terms thereof, to perform its
obligations thereunder.
ARTICLE IV
DEFAULT
Section 4.01 Purchase Rights of Certificateholders. (a) By
acceptance of its Class A-2 Certificate, each Class A-2 Certificateholder agrees
that at any time after the occurrence and during the continuation of a
Triggering Event,
(i) if the Trustee is then the Controlling Party, each Class A-1
Certificateholder shall have the right to purchase all, but not less than
all, of the Class A-2 Certificates upon ten days' prior written notice to
the Trustee and each other Class A-1 Certificateholder, provided that (A)
if prior to the end of such ten-day period any other Class A-1
Certificateholder notifies such purchasing Class A-1 Certificateholder
that such other Class A-1 Certificateholder wants to participate in such
purchase, then such other Class A-1 Certificateholder may join with the
purchasing Class A-1 Certificateholder to purchase all, but not less than
all, of the Class A-2 Certificates pro rata based on the Fractional
Undivided Interest in the Class A-1 Trust held by each such Class A-1
Certificateholder and (B) if prior to the end of such ten-day period any
other Class A-1 Certificateholder fails to notify the purchasing Class A-1
Certificateholder of such other Class A-1 Certificateholder's desire to
participate in such a purchase, then such other Class A-1
Certificateholder shall lose its right to purchase the Class A-2
Certificates pursuant to this Section 4.01(a)(i); and
(ii) if the Class A-1 Trustee is then the Controlling Party, each
Class A-2 Certificateholder shall have the right to purchase, for the
purchase price set forth in the Class A-1 Trust Agreement all, but not
less than all, of the Class A-1 Certificates upon ten days' prior written
notice to the Class A-1 Trustee and each other Class A-1
Certificateholder, provided that (A) if prior to the end of such ten-day
period any other Class A-2 Certificateholder notifies such purchasing
Class A-2 Certificateholder that such other Class A-2 Certificateholder
wants to participate in such purchase, then such other Class A-2
Certificateholder may join with the purchasing Class A-2 Certificateholder
to purchase all, but not less than all, of the Class A-1 Certificates pro
rata based on the Fractional Undivided Interest in the Class A-2 Trust
held by each such Class A-2 Certificateholder and (B) if prior to the end
of such ten-day period any other Class A-2 Certificateholder fails to
notify the purchasing Class A-2 Certificateholder of such other Class A-2
Certificateholder's desire to participate in such a purchase, then such
other Class A-2 Certificateholder shall lose its right to purchase the
Class A-1 Certificates pursuant to this Section 4.01(a)(ii); and
(iii) each Class B Certificateholder shall have the right (which
shall not expire upon any purchase of the Class A-1 Certificates or the
Class A-2 Certificates pursuant to clause (i) or (ii) above) to purchase
all, but not less than all, of the Class A-1 Certificates and the Class
A-2 Certificates upon ten days' prior written notice to the Trustee, the
Class A-1 Trustee and each other Class B Certificateholder, provided that
(A) if prior to the end of such ten-day period any other Class B
Certificateholder notifies such purchasing Class B Certificateholder that
such other Class B Certificateholder wants to participate in such
purchase, then such other Class B Certificateholder may join with the
purchasing Class B Certificateholder to purchase all, but not less than
all, of the Class A-1 Certificates and the Class A-2 Certificates pro rata
based on the Fractional Undivided Interest in the Class B Trust held by
each such Class B Certificateholder and (B) if prior to the end of such
ten-day period any other Class B Certificateholder fails to notify the
purchasing Class B Certificateholder of such other Class B
Certificateholder's desire to participate in such a purchase, then such
other Class B Certificateholder shall lose its right to purchase the Class
A-1 Certificates and the Class A-2 Certificates pursuant to this Section
4.01(a)(iii); and
(iv) each Class C Certificateholder shall have the right (which
shall not expire upon any purchase of the Class A-1 Certificates or the
Class A-2 Certificates pursuant to clause (i), (ii) or (iii) above) to
purchase all, but not less than all, of the Class A-1 Certificates, the
Class A-2 Certificates and the Class B Certificates upon ten days' prior
written notice to the Trustee, the Class A-1 Trustee, the Class B 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 A-1
Certificates, the Class A-2 Certificates and the Class B 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
A-1 Certificates, the Class A-2 Certificates and the Class B Certificates
pursuant to this Section 4.01(a)(iv); and
(v) each Class D Certificateholder (other than the Company or any of
its Affiliates) shall have the right (which shall not expire upon any
purchase of the Class A-1 Certificates, the Class A-2 Certificates or the
Class B Certificates pursuant to clause (i), (ii), (iii) or (iv) above) to
purchase all, but not less than all, of the Class A-1 Certificates, the
Class A-2 Certificates, the Class B Certificates and the Class C
Certificates upon ten days' prior written notice to the Trustee, the Class
A-1 Trustee, the Class B Trustee, the Class C Trustee and each other Class
D Certificateholder, provided that (A) if prior to the end of such ten-day
period any other Class D Certificateholder (other than the Company or any
of its Affiliates) notifies such purchasing Class D Certificateholder that
such other Class D Certificateholder wants to participate in such
purchase, then such other Class D Certificateholder may join with the
purchasing Class D Certificateholder to purchase all, but not less than
all, of the Class A-1 Certificates, the Class A-2 Certificates, the Class
B Certificates and the Class C Certificates pro rata based on the
Fractional Undivided Interest in the Class D Trust held by each such Class
D Certificateholder and (B) if prior to the end of such ten-day period any
other Class D Certificateholder fails to notify the purchasing Class D
Certificateholder of such other Class D Certificateholder's desire to
participate in such a purchase, then such other Class D Certificateholder
shall lose its right to purchase the Class A-1 Certificates, the Class A-2
Certificates, the Class B Certificates and the Class C Certificates
pursuant to this Section 4.01(a)(v).
The purchase price with respect to the Class A-2 Certificates shall
be equal to the Pool Balance of the Class A-2 Certificates, together with
accrued and unpaid interest in respect thereof to the date of such purchase,
without premium, but including any other amounts then due and payable to the
Class A-2 Certificateholders under this Agreement, the Intercreditor Agreement
or any Note Document or on or in respect of the Class A-2 Certificates;
provided, however, that if such purchase occurs after the Record Date relating
to any Distribution Date, such purchase price shall be reduced by the amount to
be distributed hereunder on such related Distribution Date (which deducted
amounts shall remain distributable to, and may be retained by, the Class A-2
Certificateholders as of such Record Date); provided, further that no such
purchase of Class A-2 Certificates pursuant to clause (iii), (iv) or (v) above
shall be effective unless the purchaser(s) shall certify to the Trustee that
contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant
to the terms of this Agreement and the Intercreditor Agreement, all of the Class
A-1 Certificates, the Class A-2 Certificates, the Class B Certificates and the
Class C Certificates that are senior to the securities held by such
purchaser(s). Each payment of the purchase price of the Class A-2 Certificates
referred to in the first sentence hereof shall be made to an account or accounts
designated by the Trustee and each such purchase shall be subject to the terms
of this Section 4.01(a). Each Class A-2 Certificateholder agrees by its
acceptance of its Certificate that it will, upon payment from such Class A-1
Certificateholder(s), Class B Certificateholder(s), Class C Certificateholder(s)
or Class D Certificateholder(s), as the case may be, of the purchase price set
forth in the first sentence of this paragraph, forthwith sell, assign, transfer
and convey to the purchaser(s) thereof (without recourse, representation or
warranty of any kind except as to its own acts) all of the right, title,
interest and obligation of such Class A-2 Certificateholder in this Agreement,
the Intercreditor Agreement, the Liquidity Facility, the Note Documents and all
Class A-2 Certificates held by such Class A-2 Certificateholder (excluding all
right, title and interest under any of the foregoing to the extent such right,
title or interest is with respect to an obligation not then due and payable as
respects any action or inaction or state of affairs occurring prior to such
sale) and the purchaser(s) shall assume all of such Class A-2
Certificateholder's obligations under this Agreement, the Intercreditor
Agreement, the Liquidity Facility, the Note Documents and all such Class A-2
Certificates. The Class A-2 Certificates will be deemed to be purchased on the
date payment of the purchase price is made notwithstanding the failure of any
Class A-2 Certificateholder to deliver any Class A-2 Certificate and, upon such
a purchase, (i) the only rights of the Class A-2 Certificateholders will be to
deliver the Class A-2 Certificates and (ii) if the purchaser(s) shall so
request, each such Class A-2 Certificateholder will comply with all the
provisions of Section 3.04 of the Basic Agreement to enable new Class A-2
Certificates to be issued to the purchaser(s) in such denominations as it shall
request. All charges and expenses in connection with the issuance of any such
new Class A-2 Certificates shall be borne by the purchaser(s) thereof.
As used in this Section 4.01(a), the terms "Class A-1 Certificate",
"Class A-1 Certificateholder", "Class A-1 Trust", "Class A-1 Trust Agreement",
"Class A-1 Trustee", "Class A-2 Certificateholder", "Class B Certificate",
"Class B Certificateholder", "Class B Trust", "Class B Trustee", "Class C
Certificate", "Class C Certificateholder", "Class C Trust", "Class C Trustee",
"Class D Certificate", "Class D Certificateholder", "Class D Trust" and "Class D
Trustee" shall have the respective meanings assigned to such terms in the
Intercreditor Agreement.
(b) This Section 4.01 supplements and, to the extent inconsistent
with any provision of Section 6.01(a) of the Basic Agreement, replaces the
provisions of Section 6.01(a) of the Basic Agreement. Notwithstanding anything
to the contrary set forth herein or in any Operative Agreement, the provisions
of this Section 4.01 may not be amended in any manner without the consent of
each Class A-1 Certificateholder, Class A-2 Certificateholder, Class B
Certificateholder, Class C Certificateholder or Class D Certificateholder (other
than the Company or any of its Affiliates) that would be adversely affected
thereby.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01 Final Termination Date. The respective obligations and
responsibilities of the Company and the Trustee created hereby and the Class A-2
Trust created hereby shall terminate upon the distribution to all
Certificateholders of Class A-2 Certificates and the Trustee of all amounts
required to be distributed to them pursuant to this Agreement and the
disposition of all property held as part of the Trust Property; provided,
however, that in no event shall the Trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Joseph P. Kennedy, Sr., the father of John F. Kennedy, former President of the
United States, living on the date of this Trust Supplement.
Section 5.02 Basic Agreement Ratified. Except and so far as herein
expressly provided, all of the provisions, terms and conditions of the Basic
Agreement are in all respects ratified and confirmed; and the Basic Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.
Section 5.03 Governing Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE
STATE OF NEW YORK AND THIS AGREEMENT AND THE CLASS A-2 CERTIFICATES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 5.04 Counterparts. This Trust Supplement may be executed in
any number of counterparts (and each of the parties shall not be required to
execute the same counterpart). Each counterpart of this Trust Supplement
including a signature page or pages executed by each of the parties hereto shall
be an original counterpart of this Trust Supplement, but all of such
counterparts together shall constitute one instrument.
Section 5.05 Intention of Parties. The parties hereto intend that
the Class A-2 Trust be classified for United States federal income tax purposes
as a grantor trust under Part 1E of Chapter 1J of Subtitle A of the Internal
Revenue Code of 1986, as amended, and not as a trust or association taxable as a
corporation or as a partnership. Each Certificateholder of a Class A-2
Certificate, by its acceptance of its Class A-2 Certificate or a beneficial
interest therein, agrees to treat the Class A-2 Trust as a grantor trust for all
United States federal, state and local income tax purposes. The Trustee shall
not be authorized or empowered to do anything that would cause the Class A-2
Trust to fail to qualify as a grantor trust for such tax purposes (including as
subject to this restriction, acquiring any Aircraft by bidding the Equipment
Notes relating thereto or otherwise, or taking any action with respect to any
such Aircraft once acquired).
IN WITNESS WHEREOF, the parties have caused this Trust Supplement to
be duly executed by their respective officers thereto duly authorized as of the
date first written above.
DELTA AIR LINES, INC.
By:
-------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION,
as Trustee
By:
-------------------------------
Name:
Title:
EXHIBIT A to
TRUST SUPPLEMENT NO. 2001-1A-2
FORM OF CERTIFICATE
*Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Issuer or its agent for registration of transfer, exchange or payment, and
any Certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
DELTA AIR LINES, INC. PASS THROUGH TRUST 2001-1A-2
7.111% DELTA AIR LINES PASS THROUGH CERTIFICATE, SERIES 2001-1A-2
Final Expected Regular Distribution Date: September 18, 2011
evidencing a fractional undivided interest in a Trust, the
property of which includes or will include, among other
things, certain Equipment Notes each secured by an Aircraft
owned by Delta Air Lines, Inc.
Certificate No. ______ $____________ Fractional CUSIP No. 247367AT2
Undivided Interest representing
[ ]% of the Trust per
$1,000 face amount
THIS CERTIFIES THAT ________, for value received, is the registered
owner of a $______ (______ dollars) Fractional Undivided Interest in the Delta
Air Lines Pass Through Trust, Series 2001-1A-2 (the "Trust") created by STATE
STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION, as trustee
(the "Trustee"), pursuant to a Pass Through Trust Agreement, dated as of
November 16, 2000 (the "Basic Agreement"), as supplemented by Trust Supplement
No. 2001-1A-2 thereto dated September 17, 2001 (collectively, the "Agreement"),
between the Trustee and Delta Air Lines, Inc., a corporation incorporated under
Delaware law (the "Company"), a summary of certain of the pertinent provisions
of which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement. This Certificate is one of the duly authorized Certificates
designated as "7.111% Delta Air Lines Pass Through Certificates, Series
2001-1A-2" (herein called the "Certificates"). This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement. By
virtue of its acceptance hereof, the Certificateholder of this Certificate
assents to and agrees to be bound by all of the provisions of the Agreement and
the Intercreditor Agreement, including the subordination provisions of Section
9.09 of the Intercreditor Agreement. The property of the Trust includes or will
include certain Equipment Notes and all rights of the Trust and the Trustee, on
behalf of the Trust, to receive any payments under the Intercreditor Agreement
or the Liquidity Facility (the "Trust Property"). Each issue of the Equipment
Notes is or will be secured by, among other things, a security interest in
certain Aircraft owned by the Company.
-----------------
* This legend to appear on Book-Entry Certificates to be deposited with The
Depository Trust Company.
The Certificates represent Fractional Undivided Interests in the
Trust and the Trust Property, and will have no rights, benefits or interest in
respect of any other separate trust established pursuant to the terms of the
Basic Agreement for any other series of certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed on each March 18 and September 18 (a "Regular Distribution Date"),
commencing on March 18, 2002, to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular Distribution Date, the receipt of which has
been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement and the Intercreditor Agreement, in the event that Special Payments on
the Equipment Notes are received by the Trustee, from funds then available to
the Trustee, there shall be distributed on the applicable Special Distribution
Date, to the Person in whose name this Certificate is registered at the close of
business on the 15th day preceding the Special Distribution Date, an amount in
respect of such Special Payments on the Equipment Notes, the receipt of which
has been confirmed by the Trustee, equal to the product of the percentage
interest in the Trust evidenced by this Certificate and an amount equal to the
sum of such Special Payments so received. If a Regular Distribution Date or
Special Distribution Date is not a Business Day, distribution shall be made on
the immediately following Business Day with the same force and effect as if made
on such Regular Distribution Date or Special Distribution Date and no interest
shall accrue during the intervening period. The Trustee shall mail notice of
each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.
Distributions on this Certificate will be made by the Trustee by
check mailed to the Person entitled thereto, without the presentation or
surrender of this Certificate or the making of any notation hereon, except that
with respect to Certificates registered on the Record Date in the name of a
Clearing Agency (or its nominee), such distributions shall be made by wire
transfer. Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Certificate will be made after notice
mailed by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Trustee specified in such notice.
The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company, the Trustee or any
Loan Trustee or any Affiliate thereof. The Certificates are limited in right of
payment, all as more specifically set forth on the face hereof and in the
Agreement. All payments or distributions made to Certificateholders under the
Agreement shall be made only from the Trust Property and only to the extent that
the Trustee shall have sufficient income or proceeds from the Trust Property to
make such payments in accordance with the terms of the Agreement. Each
Certificateholder of this Certificate, by its acceptance hereof, agrees that it
will look solely to the income and proceeds from the Trust Property to the
extent available for any payment or distribution to such Certificateholder
pursuant to the terms of the Agreement and that it will not have any recourse to
the Company, the Trustee or the Loan Trustees except as otherwise expressly
provided in the Agreement, in any Note Document or in the Intercreditor
Agreement. This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby.
A copy of the Agreement may be examined during normal business hours at the
principal office of the Trustee, and at such other places, if any, designated by
the Trustee, by any Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the Register
upon surrender of this Certificate for registration of transfer at the offices
or agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $1,000 Fractional Undivided Interest
and integral multiples thereof except that one Certificate may be issued in a
different denomination. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.
The Company, the Trustee, the Registrar and any Paying Agent shall
deem and treat the person in whose name this Certificate is registered as the
owner hereof for all purposes, and none of the Company, the Trustee, the
Registrar or any such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and
the Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.
Any Person acquiring or accepting this Certificate or an interest
herein will, by such acquisition or acceptance, be deemed to represent and
warrant to the Company, the Loan Trustees and the Trustee that either: (i) no
assets of an employee benefit plan subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or of an employee benefit
plan or an individual retirement account subject to Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or any trust established under
such plan or account, have been used to purchase this Certificate or an interest
herein or (ii) the purchase and holding of this Certificate or interest herein
by such Person are exempt from the prohibited transaction restrictions of ERISA
and the Code pursuant to one or more prohibited transaction statutory or
administrative exemptions.
THIS CERTIFICATE AND THE AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES AND CERTIFICATEHOLDERS HEREUNDER AND THEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
DELTA AIR LINES, INC. PASS THROUGH TRUST
2001-1A-2
By: STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL
ASSOCIATION,
as Trustee
By:
-------------------------------
Title:
Dated:
FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION,
as Trustee
By:
-------------------------------
Authorized Officer
EXHIBIT B to
TRUST SUPPLEMENT NO. 2001-1A-2
[DTC Letter of Representations]
[Intentionally Omitted]
SCHEDULE I to
TRUST SUPPLEMENT NO. 2001-1A-2
EQUIPMENT NOTES,
PRINCIPAL AMOUNTS AND MATURITIES
EQUIPMENT NOTES PRINCIPAL AMOUNT MATURITY
--------------- ---------------- --------
N3731T $13,427,058.00 September 18, 2011
N3732J $13,462,026.98 September 18, 2011
N3733Z $13,462,026.98 September 18, 2011
N3734B $13,462,026.98 September 18, 2011
N3735D $13,477,454.46 September 18, 2011
N3736C $13,477,454.46 September 18, 2011
N3737C $13,477,454.46 September 18, 2011
N3738B $13,477,454.46 September 18, 2011
N3739P $13,477,454.46 September 18, 2011
N3740C $12,921,530.32 September 18, 2011
N3741S $13,309,709.70 September 18, 2011
N3742C $13,344,262.43 September 18, 2011
N3743H $13,344,262.43 September 18, 2011
N3744F $13,438,048.39 September 18, 2011
N3745B $13,472,601.12 September 18, 2011
N3747D $13,438,048.39 September 18, 2011
N685DA $12,019,887.73 September 18, 2011
N686DA $13,086,470.58 September 18, 2011
N687DL $14,462,339.03 September 18, 2011
N688DL $14,462,339.03 September 18, 2011
N689DL $14,497,754.60 September 18, 2011
N690DL $15,126,360.81 September 18, 2011
N692DL $15,242,346.34 September 18, 2011
N693DL $15,279,297.48 September 18, 2011
N694DL $15,321,380.73 September 18, 2011
N695DL $15,364,490.40 September 18, 2011
N6714Q $16,104,581.28 September 18, 2011
N6715C $16,333,566.76 September 18, 2011
N6716C $16,348,375.07 September 18, 2011
N169DZ $21,891,737.34 September 18, 2011
N171DZ $22,999,007.03 September 18, 2011
N172DZ $22,999,007.03 September 18, 2011
N173DZ $23,122,177.51 September 18, 2011
N1608 $24,006,002.41 September 18, 2011
N1609 $24,006,002.41 September 18, 2011
N1610D $24,006,002.41 September 18, 2011
SCHEDULE II to
TRUST SUPPLEMENT NO. 2001-1A-2
AIRCRAFT
AIRCRAFT
REGISTRATION
AIRCRAFT NUMBER
-------- ------------
Boeing 737-832 N3731T
Boeing 737-832 N3732J
Boeing 737-832 N3733Z
Boeing 737-832 N3734B
Boeing 737-832 N3735D
Boeing 737-832 N3736C
Boeing 737-832 N3737C
Boeing 737-832 N3738B
Boeing 737-832 N3739P
Boeing 737-832 N3740C
Boeing 737-832 N3741S
Boeing 737-832 N3742C
Boeing 737-832 N3743H
Boeing 737-832 N3744F
Boeing 737-832 N3745B
Boeing 737-832 N3747D
Boeing 737-232 N685DA
Boeing 737-232 N686DA
Boeing 737-232 N687DL
Boeing 737-232 N688DL
Boeing 737-232 N689DL
Boeing 737-232 N690DL
Boeing 737-232 N692DL
Boeing 737-232 N693DL
Boeing 737-232 N694DL
Boeing 737-232 N695DL
Boeing 737-232 N6714Q
Boeing 737-232 N6715C
Boeing 737-232 N6716C
Boeing 767-332ER N169DZ
Boeing 767-332ER N171DZ
Boeing 767-332ER N172DZ
Boeing 767-332ER N173DZ
Boeing 767-332ER N1608
Boeing 767-332ER N1609
Boeing 767-332ER N1610D
SCHEDULE III to
TRUST SUPPLEMENT NO. 2001-1A-2
NOTE DOCUMENTS
Participation Agreement
Indenture and Security Agreement
Series 2001-1 A-1 Equipment Note
Series 2001-1 A-2 Equipment Note
Series 2001-1B Equipment Note
Series 2001-1C Equipment Note
Series 2001-1D Equipment Note
For each of the following aircraft:
AIRCRAFT
REGISTRATION
AIRCRAFT NUMBER
-------- ------------
Boeing 737-832 N3731T
Boeing 737-832 N3732J
Boeing 737-832 N3733Z
Boeing 737-832 N3734B
Boeing 737-832 N3735D
Boeing 737-832 N3736C
Boeing 737-832 N3737C
Boeing 737-832 N3738B
Boeing 737-832 N3739P
Boeing 737-832 N3740C
Boeing 737-832 N3741S
Boeing 737-832 N3742C
Boeing 737-832 N3743H
Boeing 737-832 N3744F
Boeing 737-832 N3745B
Boeing 737-832 N3747D
Boeing 737-232 N685DA
Boeing 737-232 N686DA
Boeing 737-232 N687DL
Boeing 737-232 N688DL
Boeing 737-232 N689DL
Boeing 737-232 N690DL
Boeing 737-232 N692DL
Boeing 737-232 N693DL
Boeing 737-232 N694DL
Boeing 737-232 N695DL
Boeing 737-232 N6714Q
Boeing 737-232 N6715C
Boeing 737-232 N6716C
Boeing 767-332ER N169DZ
Boeing 767-332ER N171DZ
Boeing 767-332ER N172DZ
Boeing 767-332ER N173DZ
Boeing 767-332ER N1608
Boeing 767-332ER N1609
Boeing 767-332ER N1610D