Exhibit 4(d)(2)
MBIA INSURANCE CORPORATION
FINANCIAL GUARANTY INSURANCE POLICY
April 30, 2002
Policy No. 37923(2)
Re: Delta Air Lines Pass Through Trust 2002-1G-2 (the
"Class G-2 Trust") $370,286,000 6.417% Delta Air Lines
Pass Through Certificates, Series 2002-1G-2 (the "Class
G-2 Certificates")
Insured Payment of interest at the Stated Interest Rate for the
Obligation: Class G-2 Certificates and principal on the Class G-2
Certificates.
Beneficiary: State Street Bank and Trust Company of Connecticut,
National Association, as subordination agent (together
with any successor subordination agent duly appointed
and qualified under the Agreement (as defined below) the
"Subordination Agent")
MBIA INSURANCE CORPORATION ("MBIA"), for consideration received,
hereby unconditionally, absolutely and irrevocably and without the assertion of
any defenses to payment, including fraud in the inducement or fact or any other
circumstances (other than payment in full) that would have the effect of
discharging a surety in law or in equity guarantees to the Subordination Agent,
subject only to the terms of this Policy (the "Policy"), payment of the Insured
Obligation. MBIA agrees to pay to the Subordination Agent, in respect of each
Distribution Date, an amount equal to (each a "Deficiency Amount"):
(i) with respect to any Regular Distribution Date other than the
Final Legal Distribution Date, any shortfall in amounts available to the
Subordination Agent, after giving effect to the subordination provisions
of the Agreement and the application of any drawing paid under the Class
G-2 Liquidity Facility in respect of interest due on the Class G-2
Certificates on such Distribution Date and any withdrawal from the Class
G-2 Cash Collateral Account in respect of interest due on the Class G-2
Certificates on such Distribution Date in accordance with the Agreement,
for the payment of accrued and unpaid interest on the Class G-2
Certificates, in each case at the Stated Interest Rate for the Class G-2
Certificates on the Pool Balance of the Class G-2 Certificates on such
Distribution Date;
(ii) with respect to any Special Distribution Date (other than a
Special Distribution Date established pursuant to the succeeding clause
(iv) below) established by reason of receipt of a Special Payment
constituting the proceeds of any Series G-2 Equipment Notes (as to which
there has been a default in the payment of principal thereof or that has
been accelerated) or the related Indenture Estate or Collateral, as the
case may be, any shortfall in the amounts available to the Subordination
Agent after giving effect to the subordination provisions of the Agreement
and, if such Special Payment is received prior to a Policy Provider
Election with respect to such Series G-2 Equipment Note, the application
of any drawing paid under the Class G-2 Liquidity Facility in respect of
interest due on the Class G-2 Certificates on such Distribution Date and
any withdrawal from the Class G-2 Cash Collateral Account in respect of
interest due on such Distribution Date in accordance with the Agreement,
required to reduce the Pool Balance of the Class G-2 Certificates by an
amount equal to the outstanding principal amount of such Series G-2
Equipment Note (determined immediately prior to the receipt of such
proceeds and less the amount of any drawings previously paid by MBIA in
respect of principal on such Series G-2 Equipment Note) plus accrued and
unpaid interest on the amount of such reduction at the Stated Interest
Rate for the Class G-2 Certificates from the period from the immediately
preceding Regular Distribution Date to such Special Distribution Date;
(iii) with respect to the Special Distribution Date established by
reason of the failure of the Subordination Agent to have received a
Special Payment constituting the proceeds of any Series G-2 Equipment Note
or the related Indenture Estate or Collateral, as the case may be, during
the eighteen (18) month period beginning on the last date on which full
payment was made on such Series G-2 Equipment Note (the date of such
payment in full, the "Last Payment Date") as to which there has been a
failure to pay principal or that has been accelerated subsequent to the
Last Payment Date, the amount equal to the outstanding principal amount of
such Series G-2 Equipment Note plus accrued and unpaid interest thereon at
the Stated Interest Rate for the Class G-2 Certificates from the
immediately preceding Regular Distribution Date to such Special
Distribution Date; provided, however, if MBIA shall have duly given a
Policy Provider Election (as defined below) with respect to such Series
G-2 Equipment Note at the end of such eighteen (18) month period and at
least five (5) days prior to such Special Distribution Date, the
Deficiency Amount shall be an amount equal to (A) with respect to such
Special Distribution Date the scheduled principal and interest payable but
not paid on such Series G-2 Equipment Note (without regard to the
acceleration thereof) during such eighteen (18) month period (after giving
effect to the application of any drawing paid under the Class G-2
Liquidity Facility and any withdrawal from the Class G-2 Cash Collateral
Account attributable to such interest on such Series G-2 Equipment Note)
and (B) thereafter, on each Regular Distribution Date following such
Special Distribution Date as to which a Policy Provider Election has been
given in respect of such Series G-2 Equipment Note, and prior to the
establishment of an Election Distribution Date or a Special Distribution
Date pursuant to the immediately succeeding clause (iv) with respect to
such Series G-2 Equipment Note, an amount equal to the scheduled principal
(without regard to the acceleration thereof) and interest payable on such
Series G-2 Equipment Note on the related payment date;
(iv) following the giving of any Policy Provider Election, with
respect to any Business Day elected by MBIA upon twenty (20) days prior
notice (which shall be a Special Distribution Date) and upon request by
MBIA to the Subordination Agent to make a drawing under this Policy, an
amount equal to the then outstanding principal balance of the Series G-2
Equipment Note as to which the Policy Provider Election was given (less
any drawings previously paid by MBIA in respect of principal on such
Series G-2 Equipment Note) and accrued and unpaid interest thereon at the
Stated Interest Rate for the Class G-2 Certificates from the immediately
preceding Regular Distribution Date to such Special Distribution Date;
(v) with respect to any Special Distribution Date which is an
Election Distribution Date, an amount equal to the then outstanding
principal balance of the Series G-2 Equipment Note as to which such
Election Distribution Date relates (less any drawing previously paid by
MBIA in respect of principal of such Series G-2 Equipment Note) and
accrued and unpaid interest thereon at the Stated Interest Rate for the
Class G-2 Certificates from the immediately preceding Regular Distribution
Date to such Election Distribution Date; and
(vi) with respect to the Final Legal Distribution Date, any
shortfalls in amounts available to the Subordination Agent after giving
effect to the subordination provisions of the Agreement and to the
application of any drawing paid under the Class G-2 Liquidity Facility in
respect of interest included in the Final Distribution and any withdrawal
from the Class G-2 Cash Collateral Account in respect of interest included
in the Final Distribution in accordance with the Agreement, for the
payment in full of the Final Distribution (calculated as of such date but
excluding any accrued and unpaid premium) on the Class G-2 Certificates.
For the avoidance of doubt, no Deficiency Amount described in
clauses (i)-(vi) above or payment to be made in respect of an Avoided Payment
described below shall constitute an accelerated or acceleration payment.
If any amount paid or required to be paid in respect of the Insured
Obligation is voided (a "Preference Event") under any applicable bankruptcy,
insolvency, receivership or similar law in an Insolvency Proceeding, and, as a
result of such a Preference Event, the Beneficiary, the Class G-2 Trustee or any
Class G-2 Certificateholder is required to return such voided payment, or any
portion of such voided payment made or to be made in respect of the Class G-2
Certificates (including any disgorgement from the Class G-2 Certificateholders
resulting from any such Insolvency Proceeding, whether such disgorgement is
determined on a theory of preferential conveyance or otherwise) (an "Avoided
Payment"), MBIA will pay an amount equal to each such Avoided Payment,
irrevocably, absolutely and unconditionally and without the assertion of any
defenses to payment, including fraud in inducement or fact or any other
circumstances that would have the effect of discharging a surety in law or in
equity, upon receipt by MBIA from the Beneficiary, the Class G-2 Trustee or such
Class G-2 Certificateholder of (x) a certified copy of a final (non-appealable)
order of a court exercising jurisdiction in such Insolvency Proceeding to the
effect that the Beneficiary, the Class G-2 Trustee or such Class G-2
Certificateholder is required to return any such payment or portion thereof
because such payment was voided under applicable law, with respect to which
order the appeal period has expired without an appeal having been filed (the
"Final Order"), (y) an assignment, in the form of Exhibit D hereto, irrevocably
assigning to MBIA all rights and claims of such Beneficiary, the Class G-2
Trustee or such Class G-2 Certificateholder relating to or arising under such
Avoided Payment and (z) a Notice of Avoided Payment in the form of Exhibit B
hereto appropriately completed and executed by the Beneficiary, the Class G-2
Trustee or such Class G-2 Certificateholder. Such payment shall be disbursed to
the receiver, conservator, debtor-in-possession or trustee in bankruptcy named
in the Final Order and not to the Beneficiary, the Class G-2 Trustee or such
Class G-2 Certificateholder directly unless such Beneficiary, Class G-2 Trustee
or Class G-2 Certificateholder has returned such payment to such receiver,
conservator, debtor-in-possession or trustee in bankruptcy, in which case such
payment shall be disbursed to such Class G-2 Certificateholder, the Class G-2
Trustee or the Beneficiary, as the case may be.
Notwithstanding the foregoing, in no event shall MBIA be obligated
to make any payment in respect of any Avoided Payment, which payment represents
a payment of the principal amount of the Class G-2 Certificates, prior to the
time MBIA would have been required to make a payment in respect of such
principal pursuant to sub-paragraphs (ii)-(vi) of this Policy; provided,
further, that no payment of principal under this Policy on any Distribution
Date, other than with respect to an Avoided Payment, shall exceed the Net
Principal Policy Amount (as defined below) for such Distribution Date; provided,
further, that no payment, other than with respect to an Avoided Payment, of a
Deficiency Amount shall be in excess of the then outstanding Pool Balance of the
Class G-2 Certificates and accrued and unpaid interest thereon at the Stated
Interest Rate on the Class G-2 Certificates. This Policy does not cover (i) any
premium, prepayment penalty or other accelerated payment, which at any time may
become due on or with respect to any Class G-2 Certificate, (ii) shortfalls, if
any, attributable to the liability of the Subordination Agent, the Class G-2
Trust or the Class G-2 Trustee for withholding taxes, if any (including interest
and penalties in respect of any such liability) or (iii) any failure of the
Subordination Agent or the Class G-2 Trustee to make any payment due to the
Class G-2 Certificateholders from funds received.
Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Intercreditor Agreement (the
"Agreement"), dated as of April 30, 2002, among MBIA, as Policy Provider, State
Street Bank and Trust Company of Connecticut, National Association, as Trustee
of the Trusts, Westdeutsche Landesbank Girozentrale, New York Branch, as
Liquidity Provider, and the Subordination Agent, without regard to any amendment
or supplement thereto unless such amendment or supplement has been executed, or
otherwise approved in writing, by MBIA.
"Business Day" shall mean any day other than a Saturday, a Sunday or
other day on which insurance companies in New York, New York or commercial
banking institutions in the cities in which the corporate trust office of the
Subordination Agent, the Fiscal Agent (as defined herein) or the office of MBIA
specified in this Policy are located are authorized or obligated by law or
executive order to close.
"Class G-2 Certificateholder" shall mean any person who is the
registered owner or beneficial owner of any of the Class G-2 Certificates and
who, on the applicable Distribution Date, is entitled under the terms of the
Class G-2 Certificates to payment thereunder.
"Election Distribution Date" shall mean any Special Distribution
Date established by the Subordination Agent upon 20 days' notice to the Class
G-2 Trustee and the Policy Provider by reason of the occurrence and continuation
of a Policy Provider Default occurring after a Policy Provider Election.
"Final Legal Distribution Date" shall mean January 2, 2014.
"Indenture Estate" shall have the meaning given such term in the
Indenture for any Leased Aircraft.
"Insolvency Proceeding" means the commencement, after the date
hereof, of any bankruptcy, insolvency, readjustment of debt, reorganization,
marshalling of assets and liabilities or similar proceedings by or against Delta
Air Lines, Inc., any Liquidity Provider or any Owner Trustee and the
commencement, after the date hereof, of any proceedings by Delta Air Lines,
Inc., any Liquidity Provider, or any Owner Trustee for the winding up or
liquidation of its affairs or the consent, after the date hereof, to the
appointment of a trustee, conservator, receiver, or liquidator in any
bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of
assets and liabilities or similar proceedings of or relating to Delta Air Lines,
Inc., any Liquidity Provider, or any Owner Trustee.
"Insurance Agreement" shall mean the Insurance and Indemnity
Agreement (as may be amended, modified or supplemented from time to time), dated
as of April 30, 2002, by and among MBIA, Delta Air Lines, Inc., the Class G-2
Trustee, the Class G-2 Trustee and the Subordination Agent.
"Insured Amounts" shall mean, with respect to any Distribution Date,
the Deficiency Amount for such Distribution Date.
"Net Principal Policy Amount" shall mean the Pool Balance of the
Class G-2 Certificates as of the Closing Date minus all amounts previously drawn
on this Policy with respect to principal.
"Nonpayment" shall mean, with respect to any Distribution Date, a
Deficiency Amount owing to the Subordination Agent for distribution to the Class
G-2 Certificateholders in respect of such Distribution Date.
"Notice of Avoided Payment" shall mean the notice, substantially in
the form of Exhibit B hereto, delivered pursuant to this Policy and sent to the
contact person at the address and/or fax number set forth in this Policy, and
specifying the Avoidance Payment which shall be due and owing on the applicable
Distribution Date.
"Notice of Nonpayment" shall mean the notice, substantially in the
form of Exhibit A hereto, delivered pursuant to this Policy and sent to the
contact person at the address and/or fax numbers set forth in this Policy
specifying the Insured Amount which shall be due and owing to the Class G-2
Trustee for distribution to the Class G-2 Certificateholders on the applicable
Distribution Date.
"Policy Provider Election" shall mean a notice given by MBIA when no
Policy Provider Default shall have occurred and be continuing, stating that MBIA
elects to make payments of Deficiency Amounts as defined under the proviso to
clause (iii) of the definition of Deficiency Amount in respect of any Series G-2
Equipment Note in lieu of applying clause (iii) (without the proviso) of the
definition of Deficiency Amount, which notice shall be given to the
Subordination Agent not less than five (5) days prior to the Special
Distribution Date established for payment of a Deficiency Amount under clause
(iii) of the definition thereof.
"Trust Agreement" shall mean the Pass Through Trust Agreement, dated
as of November 16, 2000, between Delta Air Lines, Inc. and State Street Bank and
Trust Company of Connecticut, National Association, as Trustee, as supplemented
by Trust Supplement No. 2002-1G-2, dated as of April 30, 2002, between the same
parties, pursuant to which the Class G-2 Certificates have been issued.
Payment of amounts hereunder shall be made in immediately available
funds (x) with respect to Deficiency Amounts no later than 3:00 p.m., New York
City time, on the later of (a) the relevant Distribution Date and (b) the
Business Day of presentation to State Street Bank and Trust Company, N.A., as
fiscal agent for MBIA or any successor fiscal agent appointed by MBIA (the
"Fiscal Agent"), of a Notice of Nonpayment, appropriately completed and executed
by the Beneficiary (if such Notice of Nonpayment is received by 1:00 p.m. on
such day), and (y) with respect to Avoided Payments, prior to 3:00 p.m. New York
City time, on the third Business Day following MBIA's receipt of the documents
required under clauses (x) through (z) of the third paragraph of this Policy.
Any such documents received by MBIA after 1:00 p.m. New York City time on any
Business Day or on any day that is not a Business Day shall be deemed to have
been received by MBIA prior to 1:00 p.m. on the next succeeding Business Day.
All payments made by MBIA hereunder in respect of Avoided Payments will be made
with MBIA's own funds. A Notice of Nonpayment or Notice of Avoided Payment under
this Policy may be presented to the Fiscal Agent on any Business Day by (a)
delivery of the original Notice of Nonpayment or Notice of Avoided Payment to
the Fiscal Agent at its address set forth below, or (b) facsimile transmission
of the original Notice of Nonpayment or Notice of Avoided Payment to the Fiscal
Agent at its facsimile number set forth below. If presentation is made by
facsimile transmission, the Beneficiary shall (i) simultaneously confirm
transmission by telephone to the Fiscal Agent at its telephone number set forth
below, and (ii) as soon as reasonably practicable, deliver the original Notice
of Nonpayment or Notice of Avoided Payment to the Fiscal Agent at its address
set forth below. Each Notice of Nonpayment or Notice of Avoided Payment shall be
delivered by facsimile and mail to MBIA simultaneously with its delivery to the
Fiscal Agent.
If any Notice of Nonpayment or Notice of Avoided Payment received by
the Fiscal Agent is not in proper form or is otherwise insufficient for the
purpose of making a claim hereunder, it shall be deemed not to have been
received by the Fiscal Agent, and MBIA or the Fiscal Agent, as the case may be,
shall promptly so advise the Beneficiary, and the Beneficiary may submit an
amended Notice of Nonpayment or Notice of Avoided Payment, as the case may be.
Payments due hereunder unless otherwise stated herein will be
disbursed by the Fiscal Agent to the Subordination Agent for the benefit of the
Class G-2 Certificateholders by wire transfer of immediately available funds in
the amount of such payment. Other than amounts payable in respect of Avoided
Payments, MBIA's obligations under this Policy shall be discharged to the extent
funds to be applied to pay the Insured Obligations under and in accordance with
the Intercreditor Agreement are received by the Subordination Agent (including
funds disbursed by MBIA as provided in this Policy and received by the
Subordination Agent) for the Class G-2 Trust whether or not such funds are
properly applied by the Subordination Agent, the Paying Agent or the Class G-2
Trustee. MBIA's obligations to make payments in respect of any Avoided Payments
shall be discharged to the extent such payments are made by MBIA hereunder and
are received by the Subordination Agent, the Class G-2 Trustee, the applicable
Class G-2 Certificateholder or the receiver, conservator, debtor-in-possession
or trustee in bankruptcy as applicable, whether or not such payments are
properly applied by the Subordination Agent or the Class G-2 Trustee.
The Fiscal Agent is the agent of MBIA only, and the Fiscal Agent
shall in no event be liable to Class G-2 Certificateholders for any acts of the
Fiscal Agent or any failure of MBIA to deposit or cause to be deposited
sufficient funds to make payments due under this Policy.
Any notice hereunder delivered to the Fiscal Agent of MBIA may be
made at the address listed below for the Fiscal Agent of MBIA or such other
address as MBIA shall specify in writing to the Subordination Agent.
The notice address of the Fiscal Agent is 61 Broadway, 15th
Floor, New York, New York 10006, Attention: Municipal Registrar and Paying
Agency, Facsimile: (212) 612-3201, Telephone: (212) 612-3458.
All notices, presentations, transmissions, deliveries and
communications made by the Beneficiary to MBIA with respect to this Policy shall
specifically refer to the number of this Policy and shall be made to MBIA at:
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
Attention: Insured Portfolio Management,
Structured Finance
Telephone: (914) 273-4949
Facsimile: (914) 765-3163
or such other address, telephone number or facsimile number as MBIA may
designate to the Beneficiary in writing from time to time. Each such notice,
presentation, transmission, delivery and communication shall be effective only
upon actual receipt by MBIA.
To the extent and in the manner specified in the Intercreditor
Agreement for the Class G-2 Trust, MBIA shall be subrogated to the rights of
each Class G-2 Certificateholder to receive payments under the Class G-2
Certificates to the extent of any payment made by it hereunder.
This Policy is neither transferable nor assignable, in whole or in
part, except to a successor Subordination Agent duly appointed and qualified
under the Agreement. Such transfer and assignment shall be effective upon
receipt by MBIA of a copy of the instrument effecting such transfer and
assignment signed by the transferor and by the transferee, and a certificate,
properly completed and signed by the transferor and the transferee, in the form
of Exhibit C hereto (which shall be conclusive evidence of such transfer and
assignment), and, in such case, the transferee instead of the transferor shall,
without the necessity of further action, be entitled to all the benefits of and
rights under this Policy in the transferor's place, provided that, in such case,
the Notice of Nonpayment presented hereunder shall be a certificate of the
transferee and shall be signed by one who states therein that he is a duly
authorized officer of the transferee.
There shall be no acceleration payment due under this Policy unless
such acceleration is at the sole option of MBIA.
This Policy shall terminate and the obligations of MBIA hereunder
shall be discharged on the day (the "Termination Date") which is one year and
one day following the Distribution Date upon which the Final Distribution on the
Class G-2 Certificates is made. The foregoing notwithstanding, if an Insolvency
Proceeding is existing during the one year and one day period set forth above,
then this Policy and MBIA's obligations hereunder shall terminate on the later
of (i) the date of the conclusion or dismissal of such Insolvency Proceeding
without continuing jurisdiction by the court in such Insolvency Proceeding, and
(ii) the date on which MBIA has made all payments required to be made under the
terms of this Policy in respect of Avoided Payments.
This Policy is not covered by the property/casualty insurance fund
specified in Article Seventy-Six of the New York State insurance law.
This Policy sets forth in full the undertaking of MBIA, and, except
as expressly provided in the Insurance Agreement and the Agreement, shall not be
modified, altered or affected by any other agreement or instrument, including
any modification or amendment to any other agreement or instrument, or by the
merger, consolidation or dissolution of Delta Air Lines, Inc. or any other
Person and may not be canceled or revoked by MBIA prior to the time it is
terminated in accordance with the express terms hereof. The Premium on this
Policy is not refundable for any reason.
This Policy shall be returned to MBIA upon termination.
THIS POLICY SHALL BE CONSTRUED, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED, IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OR
THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
IN WITNESS WHEREOF, MBIA has caused this Policy to be duly executed
on the date first written above.
MBIA INSURANCE CORPORATION
By: ___________________________________
Name:
Title:
By: ___________________________________
Name:
Title:
Exhibit A to Policy Number 37923(2)
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS
Date: [____________]
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management,
Structured Finance
State Street Bank and Trust Company, N.A.
61 Broadway, 15th Floor
New York, New York 10006
Attention: Municipal Registrar and Paying Agency
Reference is made to Policy No. 37923(2), dated April 30, 2002 (the
"Policy"), issued by MBIA Insurance Corporation ("MBIA") with respect to the
6.417% Delta Air Lines Pass Through Certificates, Series 2002-1G-2. Terms
capitalized herein and not otherwise defined shall have the meanings ascribed to
such terms in or pursuant to the Policy unless the context otherwise requires.
The Subordination Agent hereby certifies as follows:
1. The Subordination Agent is the trustee for the Class G-2 Trust
under the Class G-2 Trust Agreement.
2. The relevant Distribution Date is __________. Such Distribution
Date is a [Regular Distribution Date, a Special Distribution Date, an Election
Distribution Date or the Final Legal Distribution Date].
[3. Payment of accrued and unpaid interest on the Class G-2
Certificates at the Stated Interest Rate on the outstanding Pool Balance of the
Class G-2 Certificates accrued to the Distribution Date which is a Regular
Distribution Date as determined pursuant to paragraph (i) of the definition of
"Deficiency Amount" in the Policy is an amount equal to $____________.]
[3. The amount determined for payment to the Class G-2
Certificateholders pursuant to paragraph (ii) of the definition of "Deficiency
Amount" in the Policy on the Distribution Date which is a Special Distribution
Date in respect of a reduction in the outstanding Pool Balance of such Class G-2
Certificates and accrued and unpaid interest on the amount of such reduction at
the Stated Interest Rate for the Class G-2 Certificates is $____________.]
[3. The Subordination Agent has not received a timely Policy
Provider Election pursuant to the Policy and the amount determined for payment
to the Class G-2 Certificateholders pursuant to paragraph (iii) of the
definition of "Deficiency Amount" in the Policy on the Distribution Date which
is a Special Distribution Date in respect of the outstanding principal amount of
the relevant Series G-2 Equipment Note(s) and accrued and unpaid interest
accrued thereon at the Stated Interest Rate for the Class G-2 Certificates is
$________.]
[3. The Subordination Agent has received a timely Policy Provider
Election pursuant to the Policy and the amount determined for payment to the
Class G-2 Certificateholders pursuant to the provision in paragraph (iii)(A) of
the definition of "Deficiency Amount" in the Policy on the Distribution Date
which is a Special Distribution Date in respect of scheduled principal (without
regard to acceleration thereof) and interest at the Stated Interest Rate for the
Class G-2 Certificates payable but not paid on the relevant Series G-2 Equipment
Note during the eighteen (18) month period referred to in such paragraph (iii)
is $_________.]
[3. The Subordination Agent has received a timely Policy Provider
Election pursuant to the Policy, no Election Distribution Date has been
established pursuant to the Policy or Special Distribution Date established
pursuant to clause (iv) of the definition of "Deficiency Amount" and the amount
determined for payment to the Class G-2 Certificateholders pursuant to paragraph
(iii)(B) of the definition of "Deficiency Amount" in the Policy on the
Distribution Date which is a Regular Distribution Date in respect of scheduled
principal (without regard to acceleration thereof) and interest payable at the
Stated Interest Rate for the Class G-2 Certificates due on the Regular
Distribution Date on the relevant Series G-2 Equipment Note is $____________.]
[3. The Subordination Agent has received a timely Policy Provider
Election pursuant to the Policy, the Special Distribution Date related hereto is
a Business Day elected by MBIA upon 20 days prior notice and the amount
determined for payment to the Class G-2 Certificateholders pursuant to paragraph
(iv) of the definition of "Deficiency Amount" in the Policy in respect of
outstanding principal on such Series G-2 Equipment Note (less any drawings
previously paid by MBIA in respect of principal on such Series G-2 Equipment
Note) and accrued and unpaid interest thereon at the Stated Interest Rate for
the Class G-2 Certificates from the immediately preceding Regular Distribution
Date to such Special Distribution Date is $__________.]
[3. The amount determined for payment to the Class G-2
Certificateholders pursuant to paragraph (v) of the definition of "Deficiency
Amount" in the Policy on the Distribution Date which is an Election Distribution
Date in respect of the outstanding principal balance of the relevant Series G-2
Equipment Note (less any drawings previously paid by MBIA in respect of
principal on such Series G-2 Equipment Note) and accrued and unpaid interest
thereon at the Stated Interest Rate for the Class G-2 Certificates from the
immediately preceding Regular Distribution Date to such Election Distribution
Date is $___________.]
[3. The amount determined for payment to the Class G-2
Certificateholders pursuant to paragraph (vi) of the definition of "Deficiency
Amount" in the Policy on the Distribution Date which is the Final Legal
Distribution Date in respect of payment in full of the Final Distribution (other
than premium) on the Class G-2 Certificates is $__________.]
4. The sum of $_________________ is the Insured Amount that is due.
5. The Subordination Agent has not heretofore made a demand for the
Insured Amount in respect of such Distribution Date.
6. The Subordination Agent hereby requests payment of such Insured
Amount that is due for payment be made by MBIA under the Policy and directs that
payment under the Policy be made to the following account by bank wire transfer
of federal or other immediately available funds in accordance with the terms of
the Policy to:
[____]
ABA #: [_____]
Acct #: [_____]
FBO: [_____]
[Class G-2 Policy Account number]
7. The Subordination Agent hereby agrees that, following receipt of
the Insured Amount from MBIA, it shall (a) cause such funds to be deposited in
the Class G-2 Policy Account and not permit such funds to be held in any other
account, (b) cause such funds to be paid to the Class G-2 Trustee for
distribution to the Class G-2 Certificateholders in reduction of the Pool
Balance of, or interest on, the Class G-2 Certificates (as applicable) and not
apply such funds for any other purpose and (c) maintain an accurate record of
such payments with respect to the Class G-2 Certificates and the corresponding
claim on the Policy and proceeds thereof.
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION,
as Subordination Agent
By:______________________________________
Name:
Title:
Exhibit B to Policy Number 37923(2)
NOTICE OF AVOIDED PAYMENT AND DEMAND
FOR PAYMENT OF AVOIDED PAYMENTS
Date: [____________]
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management,
Structured Finance
State Street Bank and Trust Company, N.A.
61 Broadway, l5th Floor
New York, New York 10006
Attention: Municipal Registrar and Paying Agency
Reference is made to Policy No. 37923(2), dated April 30, 2002 (the
"Policy"), issued by MBIA Insurance Corporation ("MBIA") with respect to the
6.417% Delta Air Lines Pass Through Certificates, Series 2002-1G-2. Terms
capitalized herein and not otherwise defined shall have the meanings ascribed to
such terms in or pursuant to the Policy unless the context otherwise requires.
The Subordination Agent hereby certifies as follows:
1. The Subordination Agent is the trustee for the Class G-2 Trustee
under the Trust Agreement.
2. The Subordination Agent has established ______________ as a
Special Distribution Date pursuant to the Agreement for amounts claimed
hereunder.
3. A Final Order providing for the recovery of an Avoided Payment of
$________________ has been issued.
4. $_________________ of the amount set forth in item No. 3 above
has been paid by the [Class G-2 Certificateholder/Class G-2
Trustee/Subordination Agent] and $_________________ is required to be paid to
the receiver, conservator, debtor-in-possession or trustee in bankruptcy named
in the Final Order.
5. The [Class G-2 Certificateholder/Class G-2 Trustee/Subordination
Agent] has not heretofore made a demand for such Avoided Payment.
6. The [Class G-2 Certificateholder/Class G-2 Trustee/Subordination
Agent] has delivered to MBIA or has attached hereto all documents required by
the Policy to be delivered in connection with such Avoided Payment.
7. The [Class G-2 Certificateholder/Class G-2 Trustee/Subordination
Agent] hereby requests that payment of $______________ of such Avoided Payment
be made to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in the Final Order and $________________ of such Avoided
Payment be paid to the [Class G-2 Certificateholder] [Class G-2 Trustee]
[Subordination Agent [for payment over to the Class G-2 Trustee] for
distribution to the Class G-2 Certificateholder], in each case, by MBIA under
the Policy and directs that payment under the Policy be made to the following
account by bank wire transfer of federal or other immediately available funds in
accordance with the terms of the Policy to:
For the portion to be paid to the receiver, conservator,
debtor-in-possession or trustee, to _________________________:
ABA #: [_____]
Acct #: [_____]
FBO: [_____]
[relevant account number]
For the portion to be paid to the Subordination Agent:
ABA #: [_____]
Acct #: [_____]
FBO: [_____]
[Class G-2 Policy Account Number]
[Name of Subordination Agent]
By:______________________________________
Name:
Title: (Officer)
Exhibit C to Policy Number 37923(2)
MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management, Structured Finance
Dear Sirs:
Reference is made to that certain Policy, Number 37923(2), dated
April 30, 2002 (the "Policy"), which has been issued by MBIA Insurance
Corporation in favor of the Subordination Agent with respect to the 6.417% Delta
Air Lines Pass Through Certificates, Series 2002-1G-2.
The undersigned [Name of Transferor] has transferred and assigned
(and hereby confirms to you said transfer and assignment) all of its rights in
and under said Policy to [Name of Transferee] and confirms that [Name of
Transferor] no longer has any rights under or interest in said Policy.
Transferor and Transferee have indicated on the face of said Policy
that it has been transferred and assigned to Transferee.
Transferee hereby certifies that it is a duly authorized transferee
under the terms of said Policy and is accordingly entitled, upon presentation of
the document(s) called for therein, to receive payment thereunder.
_________________________________________
[Name of Transferor]
By:____________________________________
[Name and Title of Authorized
Officer of Transferor]
Exhibit D to Policy Number 37923(2)
Form of Assignment
Reference is made to that certain Policy No. 37923(2), dated April
30, 2002 (the "Policy"), issued by MBIA Insurance Corporation ("MBIA") relating
to the 6.417% Delta Air Lines Pass Through Certificates, Series 2002-1G-2.
Unless otherwise defined herein, capitalized terms used in this Assignment shall
have the meanings assigned thereto in the Policy as incorporated by reference
therein. In connection with the Avoided Payment of [$_________] paid by the
undersigned (the "[Class G-2 Certificateholder/Class G-2 Trustee/Beneficiary]")
on [______] and the payment by MBIA in respect of such Avoided Payment pursuant
to the Policy, the [Class G-2 Certificateholder/Class G-2 Trustee/Beneficiary]
hereby irrevocably and unconditionally, without recourse, representation or
warranty (except as provided below), sells, assigns, transfers, conveys and
delivers to MBIA all of such [Class G-2 Certificateholder's/Class G-2
Trustee's/Beneficiary's] rights, title and interest in and to any rights or
claims, whether accrued, contingent or otherwise, which the [Class G-2
Certificateholder/Class G-2 Trustee/Beneficiary] now has or may hereafter
acquire, against any person relating to, arising out of or in connection with
such Avoided Payment. The [Class G-2 Certificateholder/Class G-2
Trustee/Beneficiary] represents and warrants that such claims and rights are
free and clear of any lien or encumbrance created or incurred by such [Class G-2
Certificateholder/Class G-2 Trustee/Beneficiary].(1)
[Class G-2 Certificateholder/Class G-2
Trustee/Beneficiary]
By:____________________________________
Name:
Title:
- ------------------
(1) In the event that the terms of this form of assignment are reasonably
determined to be insufficient solely as a result of a change of law or
applicable rules after the date of the Policy to fully vest all of the [Class
G-2 Certificateholder's/Class G-2 Trustee's/Beneficiary's] right, title and
interest in such rights and claims, the [Class G-2 Certificateholder/Class G-2
Trustee/Beneficiary] and MBIA shall agree on such other form as is reasonably
necessary to effect such assignment, which assignment shall be without recourse,
representation or warranty except as provided above.