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SERIES SUPPLEMENT 1996-A1
Dated February __, 1996
to
PASS THROUGH TRUST AGREEMENT
Dated as of August 1, 1992
In Each Case Between
THE BANK OF NEW YORK,
as Pass Through Trustee,
and
DELTA AIR LINES, INC.
$__________
Delta Air Lines
Pass Through Trust, 1996-A1
Delta Air Lines 1996
Pass Through Certificates,
Series A1
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TABLE OF CONTENTS
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Page
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RECITALS 1
ARTICLE I
CERTAIN DEFINITIONS 2
ARTICLE II
DESIGNATIONS; PASS THROUGH TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01 Designations; Aggregate Amount 4
SECTION 2.02 Declaration of Trust;
Authorization 4
SECTION 2.03 Issuance of Pass Through
Certificates 4
SECTION 2.04 Purchase of Equipment Trust
Certificate 5
SECTION 2.05 Representations and Warranties
of the Company 5
SECTION 2.06 Conditions Precedent 5
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENTS ACCOUNTS
SECTION 3.01 Distribution Dates 6
SECTION 3.02 Record Dates 6
SECTION 3.03 Certificate Account and
Special Payments Account 6
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SECTION 3.04 Form of Pass Through
Certificates 6
SECTION 3.05 Appointment of Authenticating
Agent; Paying Agent and
Registrar 6
ARTICLE IV
MISCELLANEOUS
SECTION 4.01 Governing Law; Counterpart
Form 7
SECTION 4.02 Modification and Ratification of
the Pass Through Agreement 7
SECTION 4.03 Termination 9
EXHIBIT A - Form of Pass Through Certificate
SCHEDULE I Equipment Trust Certificate;
Related Indenture Documents
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SERIES SUPPLEMENT 1996-A1
SERIES SUPPLEMENT 1996-A1dated February __, 1996, (this "Series
Supplement"), to the Pass Through Trust Agreement, dated as of August 1, 1992
(the "Pass Through Agreement"), in each case between DELTA AIR LINES, INC., a
Delaware corporation (the "Company") and THE BANK OF NEW YORK, a New York
banking corporation, as successor Pass Through Trustee (the "Pass Through
Trustee").
RECITALS
WHEREAS, capitalized terms used herein shall have the respective meanings
set forth or referred to in Article I hereof;
WHEREAS, Section 2.01 of the Pass Through Agreement provides, among other
things, that the Company and the Pass Through Trustee may execute and deliver
one or more series supplements, each for the purpose of forming a separate pass
through trust for the benefit of the certificateholders of the series of pass
through certificates to be issued pursuant to such pass through trust,
establishing certain terms of such pass through certificates, and pursuant to
which the pass through certificates of such series shall be executed and
authenticated by the Pass Through Trustee and delivered as directed by the
Company;
WHEREAS, pursuant to the Participation Agreement, the Company has agreed to
cause the Equipment Trust Certificate to be issued and sold to the Pass Through
Trustee, and the Pass Through Trustee has agreed to purchase the Equipment Trust
Certificate, which will be held in trust as Trust Property for the benefit of
the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has agreed, pursuant
to the Underwriting Agreement, to cause the Pass Through Trustee to issue and
sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms of this
Series Supplement, the Pass Through Trustee will execute, authenticate and
deliver the Pass Through Certificates to the Underwriters upon receipt by the
Pass Through Trustee of the purchase price therefor, which will be applied in
accordance with this Series Supplement to purchase the Equipment Trust
Certificate;
WHEREAS, the Pass Through Trustee hereby declares the creation of this Pass
Through Trust for the benefit of the Certificateholders, and the initial
Certificateholders of such Pass Through Certificates, as the grantors of such
Pass Through Trust, by their respective acceptances of such Pass Through
Certificates, join in the creation of such Pass Through Trust;
WHEREAS, to facilitate the sale of the Equipment Trust Certificate to, and
the purchase of the Equipment Trust Certificate by, the Pass Through Trustee on
behalf of this Pass Through Trust, the Company has duly authorized the execution
and delivery of this Series Supplement as the "issuer," as such term is defined
in and solely for purposes of the Securities Act, of the Pass Through
Certificates and as the "obligor," as such term is defined in and solely for
purposes of the Trust Indenture Act, with respect to all such Pass Through
Certificates;
WHEREAS, this Series Supplement is subject to the provisions of the Trust
Indenture Act and shall, to the extent applicable, be governed by such
provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as
follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in the Pass
Through Agreement, either directly or by reference therein, have the meanings
assigned to them therein as supplemented by this Article I, if applicable,
except to the extent the context clearly requires otherwise. Any such defined
term that is defined in the Pass Through Agreement as relating to a particular
Pass Through Trust or Series rather than to any Pass Through Trust or Series
generally shall, when used in this Series Supplement, relate solely to the Delta
Air Lines Pass Through Trust, 1996-A1, or the Delta Air Lines 1996 Pass Through
Certificates, Series A1, as the case may be, whether or not expressly so stated
herein.
"Authenticating Agent" has the meaning set forth in Section 3.05 hereof.
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"Certificate Account" means the Certificate Account designated by the
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Pass Through Trustee in accordance with Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the Series of Pass
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Through Certificates designated in Section 2.01 hereof.
"Cut-Off Date" means__________________, 1996.
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"Delivery Date" has the meaning set forth in the Participation Agreement.
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"Equipment Trust Certificate" means the Equipment Trust Certificate
---------------------------
described in Schedule I hereto and any replacement thereof.
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"Indenture" means the Trust Indenture and Security Agreement described in
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Schedule I hereto.
"Issuance Date" means the date defined as the Closing Date in the
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Underwriting Agreement.
"Participation Agreement" means the Participation Agreement described
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in Schedule I hereto.
"Pass Through Certificates" means the Pass Through Certificates designated
-------------------------
in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other like words
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means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section 3.05 hereof.
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"Record Date" means any Record Date specified in Section 3.02 hereof.
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"Registrar" means the Person specified as such in Section 3.05 hereof.
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"Regular Distribution Date" means any Regular Distribution Date specified
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in Section 3.01 hereof.
"Special Distribution Date" means any Special Distribution Date specified
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in Section 3.01 hereof.
"Special Payments Account" means the Special Payments Account designated
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by the Pass Through Trustee in accordance with Section 3.03 hereof.
"Trust Property" means all money, instruments, including the Equipment
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Trust Certificate that have been issued by the related Owner Trust and delivered
to and accepted by the Pass Through Trustee for the benefit of the
Certificateholders, and other property held as the property of this Pass Through
Trust, including all distributions thereon and proceeds thereof.
"Underwriters" means the several Underwriters named in the Underwriting
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Agreement.
"Underwriting Agreement" means the Pricing Agreement dated February
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____, 1996 among the Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman, Sachs & Co. which incorporates by reference the
Standard Provisions (as such term is defined therein).
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ARTICLE II
DESIGNATIONS; PASS THROUGH TRUST FORMATION; ISSUANCE OF
PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount. The Pass Through Trust
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created hereby shall be designated Delta Air Lines Pass Through Trust, 1996-A1
(herein sometimes called this "Pass Through Trust"). The Pass Through
Certificates evidencing Fractional Undivided Interests in such Pass Through
Trust shall be designated as the Delta Air Lines 1996 Pass Through Certificates,
Series A1 (herein sometimes called the "Series A1 Pass Through Certificates"),
and shall be issued in minimum original denominations of $1,000 Fractional
Undivided Interest and integral multiples thereof. The Series A1 Pass Through
Certificates shall be the only instruments evidencing a fractional undivided
interest in such Pass Through Trust.
Except as provided in Section 2.09 of the Pass Through Agreement, the
aggregate amount of[Series A1 Pass Through Certificates that may be
authenticated, delivered and outstanding under this Series Supplement is limited
to $[__________].
SECTION 2.02. Declaration of Trust; Authorization. Each initial
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Certificateholder, by its payment for and acceptance of any Series A1 Pass
Through Certificate, is hereby deemed (1) as grantor, to join in the creation
and declaration of this Pass Through Trust and (2) as beneficiary of such Pass
Through Trust, to authorize and direct the Pass Through Trustee to execute and
deliver all documents to which the Pass Through Trustee is a party that may be
necessary or desirable to consummate the transactions contemplated hereby and to
exercise its rights and perform its duties under the Participation Agreement,
the Indenture, the Pass Through Agreement and this Series Supplement.
The Pass Through Trustee hereby acknowledges and accepts this grant of
trust and declares that it will hold the Trust Property as Pass Through Trustee
upon this Pass Through Trust for the use and benefit of the Certificateholders.
SECTION 2.03. Issuance of Pass Through Certificates.
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(a) Subject to the terms set forth herein, on the Issuance Date (i) the Company
shall direct the Underwriters to execute a wire transfer or intra-bank transfer
to the Pass Through Trustee in the amount of the total proceeds payable by such
Underwriters pursuant to the Underwriting Agreement with respect to the Series
A1 Pass Through Certificates and (ii) the Pass Through Trustee shall deliver the
Series A1 Pass Through Certificates to the Underwriters as provided in the
Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
(b) Notwithstanding anything to the contrary in the Pass Through Trust
Agreement and this Series Supplement, in no event shall the Equipment Trust
Certificate be a Delayed ETC and no purchase thereof shall be permitted hereby
at anytime after the Closing Date.
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SECTION 2.04. Purchase of Equipment Trust Certificates. On the
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Issuance Date, the Pass Through Trustee shall purchase, in accordance with
Section 2.02 of the Pass Through Agreement, the Equipment Trust Certificate from
the Owner Trustee upon the satisfaction or waiver of the conditions for such
purchase by the Pass Through Trustee set forth in the Participation Agreement.
SECTION 2.05. Representations and Warranties of the Company. All of
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the representations and warranties of the Company set forth or incorporated by
reference in Section 2 of the Underwriting Agreement are incorporated by
reference in this Series Supplement as if set forth herein and the Company
represents and warrants that such representations and warranties are true and
correct on the date hereof, except to the extent that such representations and
warranties expressly relate solely to an earlier date or later date (in which
case such representations and warranties are correct on and as of such earlier
date or will be correct on and as of such later date, as the case may be).
SECTION 2.06. Conditions Precedent. The obligations of the Pass
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Through Trustee to participate in the transactions described in Sections 2.03
and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of a
certificate of the Company to the same effect as the certificate of the Company
delivered to the Underwriters pursuant to Section 6(b)(5) of the Underwriting
Agreement, and (ii) satisfaction or waiver of the conditions for the purchase by
the Underwriters of the Pass Through Certificates set forth in Section 6 of the
Underwriting Agreement, which satisfaction or waiver for the purposes hereof
shall be conclusively demonstrated by the receipt by the Pass Through Trustee of
the total proceeds payable by such Underwriters pursuant to the Underwriting
Agreement with respect to the Series A1 Pass Through Certificates.
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENTS ACCOUNT
SECTION 3.01. Distribution Dates. The Regular Distribution Dates are
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_____________ and _____________, commencing on ________, 1996. The Special
Distribution Date for any month in which a Special Payment is to be distributed
will be the 11th day of such month.
SECTION 3.02. Record Dates. The Record Dates for the Regular Distribution
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Dates and for any Special Distribution Date is the fifteenth day preceding such
Regular Distribution Date or Special Distribution Date, as the case may be,
whether or not such date is a Business Day.
SECTION 3.03. Certificate Account and Special Payments Account. In
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accordance with Section 5.01(a) of the Pass Through Agreement, upon receipt of
any Scheduled Payment the Pass Through Trustee shall immediately deposit such
Scheduled Payment into the Certificate Account, a separate and non-interest
bearing account designated by the Pass Through Trustee to be used for such
purpose. In accordance with Section 5.01(b) of the Pass Through Agreement, upon
receipt of any
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Special Payment the Pass Through Trustee shall immediately deposit such Special
Payment into the Special Payments Account, a separate and, except as provided in
Section 5.04 of the Pass Through Agreement, non-interest bearing account
designated by the Pass Through Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to Section
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2.07 of the Pass Through Agreement, each of the Series A1 Pass Through
Certificates will be substantially in the form of Exhibit A hereto. The Company
agrees that the Series A1 Pass Through Certificates will not be issued in the
form of a Registered Global Security pursuant to Section 2.12 of the Pass
Through Agreement.
SECTION 3.05. Appointment of Authenticating Agent; Paying Agent and
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Registrar. (a) The Pass Through Trustee may appoint an authenticating agent
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(the "Authenticating Agent") with respect to the Pass Through Certificates which
shall be authorized to act on behalf of the Pass Through Trustee to authenticate
the Pass Through Certificates issued upon original issue and upon exchange or
registration of transfer thereof or pursuant to Section 2.09 of the Pass Through
Agreement and Pass Through Certificates so authenticated shall be entitled to
the benefits of the Pass Through Agreement and this Series Supplement and shall
be valid and obligatory for all purposes as if authenticated by the Pass Through
Trustee. Whenever reference is made in the Pass Through Agreement or this
Series Supplement to the authentication and delivery of Pass Through
Certificates by the Pass Through Trustee or the Pass Through Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Pass Through Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Pass Through Trustee by an Authenticating Agent.
(b) The Pass Through Trustee shall initially serve as the Paying Agent,
Registrar and Authenticating Agent for the Series A1 Pass Through Certificates.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form. AS PROVIDED IN
--------------------------------
SECTION 13.14 OF THE PASS THROUGH AGREEMENT, THIS SERIES SUPPLEMENT AND EACH
SERIES A1 PASS THROUGH CERTIFICATE SHALL IN ALL RESPECTS BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same
instrument.
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SECTION 4.02. Modification and Ratification of the Pass Through
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Agreement. (a) The Pass Through Agreement is incorporated herein by reference
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in its entirety, except to the extent set forth below in subsection (b), and
shall be deemed to be a part of this Series Supplement as if set forth in full
herein, and is in all respects ratified and confirmed, as supplemented and
modified by this Series Supplement.
(b) The following Sections of the Pass Through Agreement as incorporated
herein are modified as set forth below:
(i) The second sentence of the first paragraph of Section 5.02(c)
is modified to read as follows: "If the related Equipment Trust Certificates are
to be redeemed or purchased in whole prior to their respective maturities, such
notice shall be mailed not less than 20 days prior to the date any such Special
Payment is to be distributed."
(ii) The proviso in Section 5.02(d) is modified to insert the words
"or Special" after the word "Scheduled" and before the word "Payment".
(iii) The reference in Section 10.01(b) to "Section 7.13" is changed
to "Section 315(e) of the Trust Indenture Act".
(iv) The last paragraph of Section 11.01 is modified by adding the
words "entered into pursuant to this Section 11.01" after the words
"supplemental agreement".
(v) In clause (aa) of the first paragraph of Section 11.02, the
reference to "Section 7.11" is changed to "Section 7.10".
(vi) Section 11.08 is modified to insert the following at the end of
such Section:
Notwithstanding anything herein to the contrary, the Pass Through Trustee
may, in its own discretion and at its own direction and without the consent
of the Certificateholders, consent or agree to or approve any modification,
amendment, supplement to or addition to or deletion from any related
Indenture Document, if, as reflected in an Opinion of Counsel to the party
requesting such action addressed to the Pass Through Trustee and the other
parties to the applicable agreement, such modification, amendment,
supplement, addition or deletion does not adversely affect the interests of
the Certificateholders. Upon the receipt by the Pass Through Trustee of an
Officers' Certificate and an Opinion of Counsel (which opinion, in the case
of the Lessee, shall be by counsel other than an employee of the Lessee
unless the related modification, amendment, supplement, addition or
deletion effects a change that relates solely to the period after there are
no longer any Certificates Outstanding), the Pass Through Trustee shall
consent and evidence its consent to any action permitted by this Section
11.08 and the Pass Through Trustee shall be fully protected in relying on
such Officers' Certificate and Opinion of Counsel.
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(vii) All references in the Pass Through Agreement to "NATIONSBANK
OF SOUTH CAROLINA, NATIONAL ASSOCIATION" are hereby deleted and are changed to
"THE BANK OF NEW YORK".
(viii) The reference in Article I in the definition of "Business
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Day" to "South Carolina" is hereby deleted.
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(ix) The definition of "Corporate Trust Office" in Article I is
----------------------
modified to read as follows: "'Corporate Trust Office' means the corporate trust
office of the Pass Through Trustee located at 101 Barclay Street, New York, New
York 10286, or such other office at which the Pass Through Trustee's corporate
trust business is administered and which the Pass Through Trustee shall have
specified by notice in writing to the Company and the Certificateholders of each
Series."
(x) In clause (i) of the first paragraph of Section 13.06, the
reference to "1901 Main Street, Columbia, South Carolina 29222 (telecopier (803)
765-8178), Attention: Corporate Trust Department (with a copy to NationsBank of
Georgia, National Association, at 600 Peachtree Street, N.E., Suite 900,
Atlanta, Georgia 30308, (telecopier (404) 607-6534), Attention: Corporate Trust
Department" is changed to "The Bank of New York, 101 Barclay Street, New York,
New York, New York 10286 (telecopier (212) 815-5915), Attention: Corporate
Trust-Corporate Finance Group".
(xi) All references in Exhibits A and B to the Pass Through Trust
Agreement to "NationsBank of South Carolina, National Association" are changed
to "The Bank of New York".
SECTION 4.03. Termination. In no event shall this Pass Through Trust
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continue beyond the expiration of 21 years after the death of the last
descendant of John F. Kennedy, living on the date of this Series Supplement.
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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto
by their respective officers thereunto duly authorized, all as of the day and
year first above written.
DELTA AIR LINES, INC.
By:______________________________
Name:
Title:
THE BANK OF NEW YORK,
as Pass Through Trustee
By:______________________________
Name:
Title:
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Exhibit A to Series
Supplement
FORM OF PASS THROUGH CERTIFICATE
DELTA AIR LINES PASS THROUGH TRUST, 1996-A1
1994 Pass Through Certificate, Series A1
Final Scheduled Regular Distribution Date: [_________, ____]
evidencing a fractional undivided interest in a pass through trust, the
property of which includes an Equipment Trust Certificate, secured by an
aircraft leased to Delta Air Lines, Inc.
Certificate No. A1- [______]
$__________ Fractional Undivided Interest representing [ ]% of the Pass
Through 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, 1996-A1 (the "Pass Through Trust")
created and declared by The Bank of New York, as pass through trustee (the "Pass
Through Trustee"), pursuant to the Pass Through Trust Agreement dated as of
August 1, 1992 (the "Pass Through Agreement"), as supplemented by Series
Supplement 1996-A1 thereto dated February __, 1996 (the "Series Supplement")
between the Pass Through 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 Pass Through Agreement and the Series Supplement. This Certificate
is one of the duly authorized Certificates designated as "Delta Air Lines 1996
Pass Through Certificates, Series A1". This Pass Through Certificate is issued
under and is subject to the terms, provisions, and conditions of the Pass
Through Agreement and the Series Supplement, to which the Certificateholder of
this Pass Through Certificate by virtue of the acceptance hereof assents and by
which such Certificateholder is bound. The property of the Pass Through Trust
(the "Trust Property") includes one or more Equipment Trust Certificates (the
"Equipment Trust Certificates"). Each series of Equipment Trust Certificates is
secured by a security interest in an aircraft leased to the Company.
The Pass Through Certificates represent Fractional Undivided Interests in
the Pass Through Trust and the Trust Property, and have no rights, benefits or
interest in respect of any other separate trust established pursuant to the
terms of the Pass Through Agreement for any other Series of Pass Through
Certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Pass Through Agreement
and the Series Supplement, from funds then available to the Pass Through
Trustee, there will be distributed on each ________ and ___________ (a "Regular
Distribution Date"), commencing on ___________, 1996, to the Person in whose
name this Pass Through Certificate is registered at the close of business on the
15th day preceding the applicable Regular Distribution Date, an amount in
respect of the Scheduled Payments on the Equipment Trust Certificates due on
such Regular Distribution Date, the receipt of which has been confirmed by the
Pass Through Trustee, equal to the product of the percentage interest in the
Pass Through Trust evidenced by this Pass Through Certificate and an amount
equal to the sum of such Scheduled Payments. Subject to and in accordance with
the terms of the Pass Through Agreement and the Series Supplement, if Special
Payments on the Equipment Trust Certificates are received by the Pass Through
Trustee, from funds then available to the Pass Through Trustee, there shall be
distributed on the applicable Special Distribution Date, to the Person in whose
name this Pass Through Certificate is registered at the close of business on the
15th day preceding such Special Distribution Date, an amount in respect of such
Special Payments on the Equipment Trust Certificates, the receipt of which has
been confirmed by the Pass Through Trustee, equal to the product of the
percentage interest in the Pass Through Trust evidenced by this Pass Through
Certificate and an amount equal to the sum of such Special Payments so received.
The Special Distribution Date shall be the 11th day of the month determined as
provided in the Pass Through Agreement and the Series Supplement. The Pass
Through Trustee will notify each Certificateholder by mail as provided in the
Pass Through Agreement of each Special Payment and the Special Distribution Date
therefor. If a 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 Distribution Date and no interest shall accrue during the
intervening period.
Distributions on this Pass Through Certificate will be made by the Pass
Through Trustee to the Person entitled thereto, without the presentation or
surrender of this Pass Through Certificate or the making of any notation hereon.
Except as otherwise provided in the Pass Through Agreement and notwithstanding
the above, the final distribution on this Pass Through Certificate will be made
after notice mailed by the Pass Through Trustee of the pendency of such
distribution and only upon presentation and surrender of this Pass Through
Certificate at the office or agency of the Pass Through Trustee specified in
such notice.
NO EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR INDIVIDUAL RETIREMENT
ACCOUNT OR EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (HEREINAFTER COLLECTIVELY REFERRED TO AS AN "ERISA"
PLAN), MAY ACQUIRE OR HOLD ANY OF THE PASS THROUGH CERTIFICATES. THE ACQUIRING
BY ANY PERSON OF ANY PASS THROUGH CERTIFICATE SHALL BE DEEMED TO CONSTITUTE A
REPRESENTATION BY SUCH PERSON TO DELTA AIR LINES, INC., THE RELATED OWNER
PARTICIPANTS, THE RELATED OWNER TRUSTEES, THE RELATED INDENTURE TRUSTEES AND THE
PASS THROUGH TRUSTEE OR THEIR RESPECTIVE SUCCESSORS, AS THE CASE MAY BE, THAT
SUCH PERSON IS NOT AN ERISA PLAN AND THAT SUCH PERSON IS NOT ACQUIRING, AND HAS
NOT ACQUIRED, SUCH PASS THROUGH CERTIFICATE WITH ASSETS OF AN ERISA PLAN.
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This Pass Through Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass Through
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Pass Through Trustee, by manual signature, this Pass Through Certificate shall
not be entitled to any benefit under the related Pass Through Trust or be valid
for any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this Pass Through
Certificate to be duly executed.
DELTA AIR LINES PASS THROUGH TRUST,
1996-A1
By: THE BANK OF NEW YORK,
as Pass Through Trustee
By: ___________________________
Authorized Signatory
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THE PASS THROUGH TRUSTEE'S
CERTIFICATE OF AUTHENTICATION
Dated: March _____, 1996
This is one of the Pass Through Certificates referred to in the within-
mentioned Pass Through Agreement and the Series Supplement.
THE BANK OF NEW YORK,
as Pass Through Trustee
By: _____________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company or the Pass Through
Trustee or any affiliate thereof. The Pass Through Certificates are limited in
right of payment, all as more specifically set forth on the face hereof and in
the Pass Through Agreement and the Series Supplement. All payments or
distributions made to Certificateholders under the Pass Through Agreement shall
be made only from the Trust Property and only to the extent that the Pass
Through Trustee shall have sufficient income or proceeds from the Trust Property
to make such payments in accordance with the terms of the Pass Through Agreement
and the Series Supplement. Each Certificateholder of this Pass Through
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Pass Through Agreement
and the Series Supplement. This Pass Through Certificate does not purport to
summarize the Pass Through Agreement and the Series Supplement and reference is
made to the Pass Through Agreement and the Series Supplement for information
with respect to the interests, rights, benefits, obligations, proceeds, and
duties evidenced hereby. A copy of the Pass Through Agreement and the Series
Supplement may be examined during normal business hours at the principal office
of the Pass Through Trustee, and at such other places, if any, designated by the
Pass Through Trustee, by any Certificateholder upon request.
As of the date of issuance of this Pass Through Certificate, and assuming
that no early redemption, purchase or default in respect of the Equipment Trust
Certificate shall occur, the aggregate scheduled repayments of principal on the
Equipment Trust Certificate for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such repayment
are set forth below:
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Pass Through Trust, 1996-A1
Scheduled Principal
Regular Payments
Distribution on Equipment Trust
Date Certificate Pool Factor
------------ ------------------ -----------
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The Pass Through Agreement and the Series Supplement permit, with certain
exceptions provided therein, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the Certificateholders
under the Pass Through Trust at any time by the Company and the Pass Through
Trustee with the consent of the Majority In Interest of Certificateholders in
the Pass Through Trust. Any such consent by the Certificateholder of this Pass
Through Certificate shall be conclusive and binding on such Certificateholder
and upon all future Certificateholders of this Pass Through Certificate and of
any Pass Through 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 Pass Through Certificate. The Pass Through Agreement and the Series
Supplement also permit the amendment thereof, in certain limited circumstances,
without the consent of the Certificateholders of any of the Pass Through
Certificates.
As provided in the Pass Through Agreement and the Series Supplement and
subject to certain limitations set forth therein, the transfer of this Pass
Through Certificate is registrable in the Register upon surrender of this Pass
Through Certificate for registration of transfer at the facilities or agencies
maintained by the Pass Through 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 Pass Through 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 Pass Through
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Pass Through Trust will be issued to the
designated transferee or transferees.
The Pass Through Certificates are issuable only as registered Pass Through
Certificates without coupons in minimum original denominations of $1,000
Fractional Undivided Interest and integral multiples thereof. As provided in
the Pass Through Agreement and the Series Supplement and subject to certain
limitations set forth therein, Pass Through Certificates are exchangeable for
new Pass Through Certificates of authorized denominations evidencing the same
aggregate Fractional Undivided Interest in the Pass Through 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 Pass Through Trustee shall require payment of a sum sufficient
to cover any tax or governmental charge payable in connection therewith.
The Pass Through Trustee, the Registrar, and any agent of the Pass Through
Trustee or the Registrar may treat the person in whose name this Pass Through
Certificate is registered as the owner hereof for all purposes, and neither the
Pass Through Trustee, the Registrar, nor any such agent shall be affected by any
notice to the contrary.
-4-
The obligations and responsibilities created by the Pass Through Agreement
and the Series Supplement and the Pass Through Trust created thereby shall
terminate upon the distribution to Certificateholders of all amounts required to
be distributed to them pursuant to the Pass Through Agreement and the Series
Supplement and the disposition of all property held as part of the Trust
Property.
-5-
SCHEDULE I
Delta Air Lines, Inc.
Pass Through Trust 1996-A1
Equipment Trust Certificate
Related Indenture Documents
1. Equipment Trust Certificate (Delta 1994-1)
Interest Rate:
Maturity:
Principal Amount:
Related Indenture Documents:
Trust Indenture and Security Agreement (Delta 1994-1) dated as of April 1,
1994, Amended and Restated as of February 1, 1996, between Wilmington Trust
Company, as Owner Trustee, and The Bank of New York, as Indenture Trustee;
Participation Agreement (Delta 1994-1) dated as of April 1, 1994, Amended
and Restated as of February 1, 1996, among Delta Air Lines, Inc., as
Lessee, the Owner Participant (as such term is defined therein), the
Interim Refinancing Loan Participant (as such term is defined therein),
Wilmington Trust Company, as Owner Trustee, The Bank of New York, as
Indenture Trustee, and The Bank of New York, as Pass Through Trustee;
Trust Agreement (Delta 1994-1) dated as of April 1, 1994, Amended and
Restated as of February 1, 1996, between the Owner Participant (as such
term is defined therein), and Wilmington Trust Company, as Owner Trustee;
Lease Agreement (Delta 1994-1) dated as of April 1, 1994, Amended and
Restated as of February 1, 1996, between Wilmington Trust Company, as Owner
Trustee and Lessor, and Delta Air Lines, Inc., as Lessee.
===================================================================
SERIES SUPPLEMENT 1996-A2
Dated February __, 1996
to
PASS THROUGH TRUST AGREEMENT
Dated as of August 1, 1992
In Each Case Between
THE BANK OF NEW YORK,
as Pass Through Trustee,
and
DELTA AIR LINES, INC.
$__________
Delta Air Lines
Pass Through Trust, 1996-A2
Delta Air Lines 1996
Pass Through Certificates,
Series A2
===================================================================
TABLE OF CONTENTS
-----------------
Page
----
RECITALS 1
ARTICLE I
CERTAIN DEFINITIONS 2
ARTICLE II
DESIGNATIONS; PASS THROUGH TRUST FORMATION;
ISSUANCE OF PASS THROUGH CERTIFICATES
SECTION 2.01 Designations; Aggregate Amount 4
SECTION 2.02 Declaration of Trust;
Authorization 4
SECTION 2.03 Issuance of Pass Through
Certificates 4
SECTION 2.04 Purchase of Equipment Trust
Certificate 5
SECTION 2.05 Representations and Warranties
of the Company 5
SECTION 2.06 Conditions Precedent 5
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENTS ACCOUNTS
SECTION 3.01 Distribution Dates 6
SECTION 3.02 Record Dates 6
SECTION 3.03 Certificate Account and
Special Payments Account . 6
-i-
SECTION 3.04 Form of Pass Through
Certificates 6
SECTION 3.05 Appointment of Authenticating
Agent; Paying Agent and
Registrar 6
ARTICLE IV
MISCELLANEOUS
SECTION 4.01 Governing Law; Counterpart
Form 7
SECTION 4.02 Modification and Ratification of
the Pass Through Agreement 7
SECTION 4.03 Termination 9
EXHIBIT A - Form of Pass Through Certificate
SCHEDULE I Equipment Trust Certificate;
Related Indenture Documents
-ii-
SERIES SUPPLEMENT 1996-A2
SERIES SUPPLEMENT 1996-A2 dated February __, 1996, (this "Series
Supplement"), to the Pass Through Trust Agreement, dated as of August 1, 1992
(the "Pass Through Agreement"), in each case between DELTA AIR LINES, INC., a
Delaware corporation (the "Company") and THE BANK OF NEW YORK, a New York
banking corporation, as successor Pass Through Trustee (the "Pass Through
Trustee").
RECITALS
WHEREAS, capitalized terms used herein shall have the respective meanings
set forth or referred to in Article I hereof;
WHEREAS, Section 2.01 of the Pass Through Agreement provides, among other
things, that the Company and the Pass Through Trustee may execute and deliver
one or more series supplements, each for the purpose of forming a separate pass
through trust for the benefit of the certificateholders of the series of pass
through certificates to be issued pursuant to such pass through trust,
establishing certain terms of such pass through certificates, and pursuant to
which the pass through certificates of such series shall be executed and
authenticated by the Pass Through Trustee and delivered as directed by the
Company;
WHEREAS, pursuant to the Participation Agreement, the Company has agreed to
cause the Equipment Trust Certificate to be issued and sold to the Pass Through
Trustee, and the Pass Through Trustee has agreed to purchase the Equipment Trust
Certificate, which will be held in trust as Trust Property for the benefit of
the Certificateholders;
WHEREAS, in order to facilitate such sale, the Company has agreed, pursuant
to the Underwriting Agreement, to cause the Pass Through Trustee to issue and
sell the Pass Through Certificates to the Underwriters;
WHEREAS, pursuant to the Pass Through Agreement and the terms of this
Series Supplement, the Pass Through Trustee will execute, authenticate and
deliver the Pass Through Certificates to the Underwriters upon receipt by the
Pass Through Trustee of the purchase price therefor, which will be applied in
accordance with this Series Supplement to purchase the Equipment Trust
Certificate;
WHEREAS, the Pass Through Trustee hereby declares the creation of this Pass
Through Trust for the benefit of the Certificateholders, and the initial
Certificateholders of such Pass Through Certificates, as the grantors of such
Pass Through Trust, by their respective acceptances of such Pass Through
Certificates, join in the creation of such Pass Through Trust;
WHEREAS, to facilitate the sale of the Equipment Trust Certificate to, and
the purchase of the Equipment Trust Certificate by, the Pass Through Trustee on
behalf of this Pass Through Trust, the Company has duly authorized the execution
and delivery of this Series Supplement as the "issuer," as such term is defined
in and solely for purposes of the Securities Act, of the Pass Through
Certificates and as the "obligor," as such term is defined in and solely for
purposes of the Trust Indenture Act, with respect to all such Pass Through
Certificates;
WHEREAS, this Series Supplement is subject to the provisions of the Trust
Indenture Act and shall, to the extent applicable, be governed by such
provisions;
IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as
follows:
ARTICLE I
CERTAIN DEFINITIONS
All terms used in this Series Supplement that are defined in the Pass
Through Agreement, either directly or by reference therein, have the meanings
assigned to them therein as supplemented by this Article I, if applicable,
except to the extent the context clearly requires otherwise. Any such defined
term that is defined in the Pass Through Agreement as relating to a particular
Pass Through Trust or Series rather than to any Pass Through Trust or Series
generally shall, when used in this Series Supplement, relate solely to the Delta
Air Lines Pass Through Trust, 1996-A2, or the Delta Air Lines 1996 Pass Through
Certificates, Series A2, as the case may be, whether or not expressly so stated
herein.
"Authenticating Agent" has the meaning set forth in Section 3.05 hereof.
--------------------
"Certificate Account" means the Certificate Account designated by the
-------------------
Pass Through Trustee in accordance with Section 3.03 hereof.
"Certificateholders" means the Certificateholders of the Series of Pass
------------------
Through Certificates designated in Section 2.01 hereof.
"Cut-Off Date" means __________________, 1996.
------------
"Delivery Date" has the meaning set forth in the Participation Agreement.
-------------
"Equipment Trust Certificate" means the Equipment Trust Certificate
---------------------------
described in Schedule I hereto and any replacement thereof.
-2-
"Indenture" means the Trust Indenture and Security Agreement described in
---------
Schedule I hereto.
"Issuance Date" means the date defined as the Closing Date in the
-------------
Underwriting Agreement.
"Participation Agreement" means the Participation Agreement described in
-----------------------
Schedule I hereto.
"Pass Through Certificates" means the Pass Through Certificates designated
-------------------------
in Section 2.01 hereof.
"Pass Through Trust," "this Pass Through Trust" and other like words
------------------ -----------------------
means the Pass Through Trust designated in Section 2.01 hereof.
"Paying Agent" means the Person specified as such in Section 3.05 hereof.
------------
"Record Date" means any Record Date specified in Section 3.02 hereof.
-----------
"Registrar" means the Person specified as such in Section 3.05 hereof.
---------
"Regular Distribution Date" means any Regular Distribution Date specified
-------------------------
in Section 3.01 hereof.
"Special Distribution Date" means any Special Distribution Date specified
-------------------------
in Section 3.01 hereof.
"Special Payments Account" means the Special Payments Account designated
------------------------
by the Pass Through Trustee in accordance with Section 3.03 hereof.
"Trust Property" means all money, instruments, including the Equipment
--------------
Trust Certificate that have been issued by the related Owner Trust and delivered
to and accepted by the Pass Through Trustee for the benefit of the
Certificateholders, and other property held as the property of this Pass Through
Trust, including all distributions thereon and proceeds thereof.
"Underwriters" means the several Underwriters named in the Underwriting
------------
Agreement.
"Underwriting Agreement" means the Pricing Agreement dated February
----------------------
____, 1996 among the Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman, Sachs & Co. which incorporates by reference the
Standard Provisions (as such term is defined therein).
-3-
ARTICLE II
DESIGNATIONS; PASS THROUGH TRUST FORMATION; ISSUANCE OF
PASS THROUGH CERTIFICATES
SECTION 2.01. Designations; Aggregate Amount. The Pass Through Trust
-------------------------------
created hereby shall be designated Delta Air Lines Pass Through Trust, 1996-A2
(herein sometimes called this "Pass Through Trust"). The Pass Through
Certificates evidencing Fractional Undivided Interests in such Pass Through
Trust shall be designated as the Delta Air Lines 1996 Pass Through Certificates,
Series A2 (herein sometimes called the "Series A2 Pass Through Certificates"),
and shall be issued in minimum original denominations of $1,000 Fractional
Undivided Interest and integral multiples thereof. The Series A2 Pass Through
Certificates shall be the only instruments evidencing a fractional undivided
interest in such Pass Through Trust.
Except as provided in Section 2.09 of the Pass Through Agreement, the
aggregate amount of Series A2 Pass Through Certificates that may be
authenticated, delivered and outstanding under this Series Supplement is limited
to $[__________].
SECTION 2.02. Declaration of Trust; Authorization. Each initial
------------------------------------
Certificateholder, by its payment for and acceptance of any Series A2 Pass
Through Certificate, is hereby deemed (1) as grantor, to join in the creation
and declaration of this Pass Through Trust and (2) as beneficiary of such Pass
Through Trust, to authorize and direct the Pass Through Trustee to execute and
deliver all documents to which the Pass Through Trustee is a party that may be
necessary or desirable to consummate the transactions contemplated hereby and to
exercise its rights and perform its duties under the Participation Agreement,
the Indenture, the Pass Through Agreement and this Series Supplement.
The Pass Through Trustee hereby acknowledges and accepts this grant of
trust and declares that it will hold the Trust Property as Pass Through Trustee
upon this Pass Through Trust for the use and benefit of the Certificateholders.
SECTION 2.03. Issuance of Pass Through Certificates.
--------------------------------------
(a) Subject to the terms set forth herein, on the Issuance Date (i) the Company
shall direct the Underwriters to execute a wire transfer or intra-bank transfer
to the Pass Through Trustee in the amount of the total proceeds payable by such
Underwriters pursuant to the Underwriting Agreement with respect to the Series
A2 Pass Through Certificates and (ii) the Pass Through Trustee shall deliver the
Series A2 Pass Through Certificates to the Underwriters as provided in the
Underwriting Agreement upon receipt by the Pass Through Trustee of such
proceeds.
(b) Notwithstanding anything to the contrary in the Pass Through Trust
Agreement and this Series Supplement, in no event shall the Equipment Trust
Certificate be a Delayed ETC and no purchase thereof shall be permitted hereby
at anytime after the Closing Date.
-4-
SECTION 2.04. Purchase of Equipment Trust Certificates. On the
-----------------------------------------
Issuance Date, the Pass Through Trustee shall purchase, in accordance with
Section 2.02 of the Pass Through Agreement, the Equipment Trust Certificate from
the Owner Trustee upon the satisfaction or waiver of the conditions for such
purchase by the Pass Through Trustee set forth in the Participation Agreement.
SECTION 2.05. Representations and Warranties of the Company. All of
----------------------------------------------
the representations and warranties of the Company set forth or incorporated by
reference in Section 2 of the Underwriting Agreement are incorporated by
reference in this Series Supplement as if set forth herein and the Company
represents and warrants that such representations and warranties are true and
correct on the date hereof, except to the extent that such representations and
warranties expressly relate solely to an earlier date or later date (in which
case such representations and warranties are correct on and as of such earlier
date or will be correct on and as of such later date, as the case may be).
SECTION 2.06. Conditions Precedent. The obligations of the Pass
---------------------
Through Trustee to participate in the transactions described in Sections 2.03
and 2.04 hereof are subject to (i) receipt by the Pass Through Trustee of a
certificate of the Company to the same effect as the certificate of the Company
delivered to the Underwriters pursuant to Section 6(b)(5) of the Underwriting
Agreement, and (ii) satisfaction or waiver of the conditions for the purchase by
the Underwriters of the Pass Through Certificates set forth in Section 6 of the
Underwriting Agreement, which satisfaction or waiver for the purposes hereof
shall be conclusively demonstrated by the receipt by the Pass Through Trustee of
the total proceeds payable by such Underwriters pursuant to the Underwriting
Agreement with respect to the [Series A1] [Series A2] Pass Through Certificates.
ARTICLE III
DISTRIBUTION AND RECORD DATES;
CERTIFICATE AND SPECIAL PAYMENTS ACCOUNT
SECTION 3.01. Distribution Dates. The Regular Distribution Dates are
-------------------
_____________ and _____________, commencing on ________, 1996. The Special
Distribution Date for any month in which a Special Payment is to be distributed
will be the 11th day of such month.
SECTION 3.02. Record Dates. The Record Dates for the Regular
-------------
Distribution Dates and for any Special Distribution Date is the fifteenth day
preceding such Regular Distribution Date or Special Distribution Date, as the
case may be, whether or not such date is a Business Day.
SECTION 3.03. Certificate Account and Special Payments Account. In
-------------------------------------------------
accordance with Section 5.01(a) of the Pass Through Agreement, upon receipt of
any Scheduled Payment the Pass Through Trustee shall immediately deposit such
Scheduled Payment into the Certificate Account, a separate and non-interest
bearing account designated by the Pass Through Trustee to be used for such
purpose. In accordance with Section 5.01(b) of the Pass Through Agreement, upon
receipt of any
-5-
Special Payment the Pass Through Trustee shall immediately deposit such Special
Payment into the Special Payments Account, a separate and, except as provided in
Section 5.04 of the Pass Through Agreement, non-interest bearing account
designated by the Pass Through Trustee to be used for such purpose.
SECTION 3.04. Form of Pass Through Certificates. Subject to Section
----------------------------------
2.07 of the Pass Through Agreement, each of the [Series A1] [Series A2] Pass
Through Certificates will be substantially in the form of Exhibit A hereto. The
Company agrees that the [Series A1] [Series A2] Pass Through Certificates will
not be issued in the form of a Registered Global Security pursuant to Section
2.12 of the Pass Through Agreement.
SECTION 3.05. Appointment of Authenticating Agent; Paying Agent and
-----------------------------------------------------
Registrar. (a) The Pass Through Trustee may appoint an authenticating agent
- ----------
(the "Authenticating Agent") with respect to the Pass Through Certificates which
shall be authorized to act on behalf of the Pass Through Trustee to authenticate
the Pass Through Certificates issued upon original issue and upon exchange or
registration of transfer thereof or pursuant to Section 2.09 of the Pass Through
Agreement and Pass Through Certificates so authenticated shall be entitled to
the benefits of the Pass Through Agreement and this Series Supplement and shall
be valid and obligatory for all purposes as if authenticated by the Pass Through
Trustee. Whenever reference is made in the Pass Through Agreement or this
Series Supplement to the authentication and delivery of Pass Through
Certificates by the Pass Through Trustee or the Pass Through Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Pass Through Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Pass Through Trustee by an Authenticating Agent.
(b) The Pass Through Trustee shall initially serve as the Paying Agent,
Registrar and Authenticating Agent for the Series A2 Pass Through Certificates.
ARTICLE IV
MISCELLANEOUS
SECTION 4.01. Governing Law; Counterpart Form. AS PROVIDED IN
--------------------------------
SECTION 13.14 OF THE PASS THROUGH AGREEMENT, THIS SERIES SUPPLEMENT AND EACH
SERIES A2 PASS THROUGH CERTIFICATE SHALL IN ALL RESPECTS BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL
MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
This Series Supplement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same
instrument.
-6-
SECTION 4.02. Modification and Ratification of the Pass Through
-------------------------------------------------
Agreement. (a) The Pass Through Agreement is incorporated herein by reference
- ----------
in its entirety, except to the extent set forth below in subsection (b), and
shall be deemed to be a part of this Series Supplement as if set forth in full
herein, and is in all respects ratified and confirmed, as supplemented and
modified by this Series Supplement.
(b) The following Sections of the Pass Through Agreement as incorporated
herein are modified as set forth below:
(i) The second sentence of the first paragraph of Section 5.02(c)
is modified to read as follows: "If the related Equipment Trust Certificates are
to be redeemed or purchased in whole prior to their respective maturities, such
notice shall be mailed not less than 20 days prior to the date any such Special
Payment is to be distributed."
(ii) The proviso in Section 5.02(d) is modified to insert the words
"or Special" after the word "Scheduled" and before the word "Payment".
(iii) The reference in Section 10.01(b) to "Section 7.13" is changed
to "Section 315(e) of the Trust Indenture Act".
(iv) The last paragraph of Section 11.01 is modified by adding the
words "entered into pursuant to this Section 11.01" after the words
"supplemental agreement".
(v) In clause (aa) of the first paragraph of Section 11.02, the
reference to "Section 7.11" is changed to "Section 7.10".
(vi) Section 11.08 is modified to insert the following at the end of
such Section:
Notwithstanding anything herein to the contrary, the Pass Through Trustee
may, in its own discretion and at its own direction and without the consent
of the Certificateholders, consent or agree to or approve any modification,
amendment, supplement to or addition to or deletion from any related
Indenture Document, if, as reflected in an Opinion of Counsel to the party
requesting such action addressed to the Pass Through Trustee and the other
parties to the applicable agreement, such modification, amendment,
supplement, addition or deletion does not adversely affect the interests of
the Certificateholders. Upon the receipt by the Pass Through Trustee of an
Officers' Certificate and an Opinion of Counsel (which opinion, in the case
of the Lessee, shall be by counsel other than an employee of the Lessee
unless the related modification, amendment, supplement, addition or
deletion effects a change that relates solely to the period after there are
no longer any Certificates Outstanding), the Pass Through Trustee shall
consent and evidence its consent to any action permitted by this Section
11.08 and the Pass Through Trustee shall be fully protected in relying on
such Officers' Certificate and Opinion of Counsel.
-7-
(vii) All references in the Pass Through Agreement to "NATIONSBANK
OF SOUTH CAROLINA, NATIONAL ASSOCIATION" are hereby deleted and are changed to
"THE BANK OF NEW YORK".
(viii) The reference in Article I in the definition of "Business
--------
Day" to "South Carolina" is hereby deleted.
- ---
(ix) The definition of "Corporate Trust Office" in Article I is
----------------------
modified to read as follows: "'Corporate Trust Office' means the corporate trust
office of the Pass Through Trustee located at 101 Barclay Street, New York, New
York 10286, or such other office at which the Pass Through Trustee's corporate
trust business is administered and which the Pass Through Trustee shall have
specified by notice in writing to the Company and the Certificateholders of each
Series."
(x) In clause (i) of the first paragraph of Section 13.06, the
reference to "1901 Main Street, Columbia, South Carolina 29222 (telecopier (803)
765-8178), Attention: Corporate Trust Department (with a copy to NationsBank of
Georgia, National Association, at 600 Peachtree Street, N.E., Suite 900,
Atlanta, Georgia 30308, (telecopier (404) 607-6534), Attention: Corporate Trust
Department" is changed to "The Bank of New York, 101 Barclay Street, New York,
New York, New York 10286 (telecopier (212) 815-5915), Attention: Corporate Trust
- - Corporate Finance Group".
(xi) All references in Exhibits A and B to the Pass Through Trust
Agreement to "NationsBank of South Carolina, National Association" are changed
to "The Bank of New York".
SECTION 4.03. Termination. In no event shall this Pass Through Trust
------------
continue beyond the expiration of 21 years after the death of the last
descendant of John F. Kennedy, living on the date of this Series Supplement.
-8-
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto
by their respective officers thereunto duly authorized, all as of the day and
year first above written.
DELTA AIR LINES, INC.
By:______________________________
Name:
Title:
THE BANK OF NEW YORK,
as Pass Through Trustee
By:______________________________
Name:
Title:
-9-
Exhibit A to Series
Supplement
FORM OF PASS THROUGH CERTIFICATE
DELTA AIR LINES PASS THROUGH TRUST, 1996-A2
1994 Pass Through Certificate, Series A2
Final Scheduled Regular Distribution Date: [_________, ____]
evidencing a fractional undivided interest in a pass through trust, the
property of which includes an Equipment Trust Certificate, secured by an
aircraft leased to Delta Air Lines, Inc.
Certificate No. A2 - [______]
$__________ Fractional Undivided Interest representing [ ]% of the Pass
Through 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, 1996-A2 (the "Pass Through Trust")
created and declared by The Bank of New York, as pass through trustee (the "Pass
Through Trustee"), pursuant to the Pass Through Trust Agreement dated as of
August 1, 1992 (the "Pass Through Agreement"), as supplemented by Series
Supplement 1996-A2 thereto dated February __, 1996 (the "Series Supplement")
between the Pass Through 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 Pass Through Agreement and the Series Supplement. This Certificate
is one of the duly authorized Certificates designated as "Delta Air Lines 1996
Pass Through Certificates, Series A2". This Pass Through Certificate is issued
under and is subject to the terms, provisions, and conditions of the Pass
Through Agreement and the Series Supplement, to which the Certificateholder of
this Pass Through Certificate by virtue of the acceptance hereof assents and by
which such Certificateholder is bound. The property of the Pass Through Trust
(the "Trust Property") includes one or more Equipment Trust Certificates (the
"Equipment Trust Certificates"). Each series of Equipment Trust Certificates is
secured by a security interest in an aircraft leased to the Company.
The Pass Through Certificates represent Fractional Undivided Interests in
the Pass Through Trust and the Trust Property, and have no rights, benefits or
interest in respect of any other separate trust established pursuant to the
terms of the Pass Through Agreement for any other Series of Pass Through
Certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Pass Through Agreement
and the Series Supplement, from funds then available to the Pass Through
Trustee, there will be distributed on each ________ and ___________ (a "Regular
Distribution Date"), commencing on ___________, 1996, to the Person in whose
name this Pass Through Certificate is registered at the close of business on the
15th day preceding the applicable Regular Distribution Date, an amount in
respect of the Scheduled Payments on the Equipment Trust Certificates due on
such Regular Distribution Date, the receipt of which has been confirmed by the
Pass Through Trustee, equal to the product of the percentage interest in the
Pass Through Trust evidenced by this Pass Through Certificate and an amount
equal to the sum of such Scheduled Payments. Subject to and in accordance with
the terms of the Pass Through Agreement and the Series Supplement, if Special
Payments on the Equipment Trust Certificates are received by the Pass Through
Trustee, from funds then available to the Pass Through Trustee, there shall be
distributed on the applicable Special Distribution Date, to the Person in whose
name this Pass Through Certificate is registered at the close of business on the
15th day preceding such Special Distribution Date, an amount in respect of such
Special Payments on the Equipment Trust Certificates, the receipt of which has
been confirmed by the Pass Through Trustee, equal to the product of the
percentage interest in the Pass Through Trust evidenced by this Pass Through
Certificate and an amount equal to the sum of such Special Payments so received.
The Special Distribution Date shall be the 11th day of the month determined as
provided in the Pass Through Agreement and the Series Supplement. The Pass
Through Trustee will notify each Certificateholder by mail as provided in the
Pass Through Agreement of each Special Payment and the Special Distribution Date
therefor. If a 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 Distribution Date and no interest shall accrue during the
intervening period.
Distributions on this Pass Through Certificate will be made by the Pass
Through Trustee to the Person entitled thereto, without the presentation or
surrender of this Pass Through Certificate or the making of any notation hereon.
Except as otherwise provided in the Pass Through Agreement and notwithstanding
the above, the final distribution on this Pass Through Certificate will be made
after notice mailed by the Pass Through Trustee of the pendency of such
distribution and only upon presentation and surrender of this Pass Through
Certificate at the office or agency of the Pass Through Trustee specified in
such notice.
NO EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR INDIVIDUAL RETIREMENT
ACCOUNT OR EMPLOYEE BENEFIT PLAN SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (HEREINAFTER COLLECTIVELY REFERRED TO AS AN "ERISA"
PLAN), MAY ACQUIRE OR HOLD ANY OF THE PASS THROUGH CERTIFICATES. THE ACQUIRING
BY ANY PERSON OF ANY PASS THROUGH CERTIFICATE SHALL BE DEEMED TO CONSTITUTE A
REPRESENTATION BY SUCH PERSON TO DELTA AIR LINES, INC., THE RELATED OWNER
PARTICIPANTS, THE RELATED OWNER TRUSTEES, THE RELATED INDENTURE TRUSTEES AND THE
PASS THROUGH TRUSTEE OR THEIR RESPECTIVE SUCCESSORS, AS THE CASE MAY BE, THAT
SUCH PERSON IS NOT AN ERISA PLAN AND THAT SUCH PERSON IS NOT ACQUIRING, AND HAS
NOT ACQUIRED, SUCH PASS THROUGH CERTIFICATE WITH ASSETS OF AN ERISA PLAN.
-2-
This Pass Through Certificate shall be governed by and construed in
accordance with the laws of the State of New York.
Reference is hereby made to the further provisions of this Pass Through
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Pass Through Trustee, by manual signature, this Pass Through Certificate shall
not be entitled to any benefit under the related Pass Through Trust or be valid
for any purpose.
IN WITNESS WHEREOF, the Pass Through Trustee has caused this Pass Through
Certificate to be duly executed.
DELTA AIR LINES PASS THROUGH TRUST,
1996-A2
By: THE BANK OF NEW YORK,
as Pass Through Trustee
By: ___________________________
Authorized Signatory
-3-
THE PASS THROUGH TRUSTEE'S
CERTIFICATE OF AUTHENTICATION
Dated: March _____, 1996
This is one of the Pass Through Certificates referred to in the within-
mentioned Pass Through Agreement and the Series Supplement.
THE BANK OF NEW YORK,
as Pass Through Trustee
By: _____________________________
Authorized Signatory
[Reverse of Pass Through Certificate]
The Pass Through Certificates do not represent a direct obligation of, or
an obligation guaranteed by, or an interest in, the Company or the Pass Through
Trustee or any affiliate thereof. The Pass Through Certificates are limited in
right of payment, all as more specifically set forth on the face hereof and in
the Pass Through Agreement and the Series Supplement. All payments or
distributions made to Certificateholders under the Pass Through Agreement shall
be made only from the Trust Property and only to the extent that the Pass
Through Trustee shall have sufficient income or proceeds from the Trust Property
to make such payments in accordance with the terms of the Pass Through Agreement
and the Series Supplement. Each Certificateholder of this Pass Through
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Pass Through Agreement
and the Series Supplement. This Pass Through Certificate does not purport to
summarize the Pass Through Agreement and the Series Supplement and reference is
made to the Pass Through Agreement and the Series Supplement for information
with respect to the interests, rights, benefits, obligations, proceeds, and
duties evidenced hereby. A copy of the Pass Through Agreement and the Series
Supplement may be examined during normal business hours at the principal office
of the Pass Through Trustee, and at such other places, if any, designated by the
Pass Through Trustee, by any Certificateholder upon request.
As of the date of issuance of this Pass Through Certificate, and assuming
that no early redemption, purchase or default in respect of the Equipment Trust
Certificate shall occur, the aggregate scheduled repayments of principal on the
Equipment Trust Certificate for the Pass Through Trust and the resulting Pool
Factors for the Pass Through Trust after taking into account each such repayment
are set forth below:
-2-
Pass Through Trust, 1996-A2
Scheduled Principal
Regular Payments
Distribution on Equipment Trust
Date Certificate Pool Factor
------------ ------------------ -----------
-3-
The Pass Through Agreement and the Series Supplement permit, with certain
exceptions provided therein, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the Certificateholders
under the Pass Through Trust at any time by the Company and the Pass Through
Trustee with the consent of the Majority In Interest of Certificateholders in
the Pass Through Trust. Any such consent by the Certificateholder of this Pass
Through Certificate shall be conclusive and binding on such Certificateholder
and upon all future Certificateholders of this Pass Through Certificate and of
any Pass Through 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 Pass Through Certificate. The Pass Through Agreement and the Series
Supplement also permit the amendment thereof, in certain limited circumstances,
without the consent of the Certificateholders of any of the Pass Through
Certificates.
As provided in the Pass Through Agreement and the Series Supplement and
subject to certain limitations set forth therein, the transfer of this Pass
Through Certificate is registrable in the Register upon surrender of this Pass
Through Certificate for registration of transfer at the facilities or agencies
maintained by the Pass Through 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 Pass Through 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 Pass Through
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Pass Through Trust will be issued to the
designated transferee or transferees.
The Pass Through Certificates are issuable only as registered Pass Through
Certificates without coupons in minimum original denominations of $1,000
Fractional Undivided Interest and integral multiples thereof. As provided in
the Pass Through Agreement and the Series Supplement and subject to certain
limitations set forth therein, Pass Through Certificates are exchangeable for
new Pass Through Certificates of authorized denominations evidencing the same
aggregate Fractional Undivided Interest in the Pass Through 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 Pass Through Trustee shall require payment of a sum sufficient
to cover any tax or governmental charge payable in connection therewith.
The Pass Through Trustee, the Registrar, and any agent of the Pass Through
Trustee or the Registrar may treat the person in whose name this Pass Through
Certificate is registered as the owner hereof for all purposes, and neither the
Pass Through Trustee, the Registrar, nor any such agent shall be affected by any
notice to the contrary.
-4-
The obligations and responsibilities created by the Pass Through Agreement
and the Series Supplement and the Pass Through Trust created thereby shall
terminate upon the distribution to Certificateholders of all amounts required to
be distributed to them pursuant to the Pass Through Agreement and the Series
Supplement and the disposition of all property held as part of the Trust
Property.
-5-
SCHEDULE I
Delta Air Lines, Inc.
Pass Through Trust 1996-A2
Equipment Trust Certificate
Related Indenture Documents
1. Equipment Trust Certificate (Delta 1994-1)
Interest Rate:
Maturity:
Principal Amount:
Related Indenture Documents:
Trust Indenture and Security Agreement (Delta 1994-1) dated as of April 1,
1994, Amended and Restated as of February 1, 1996, between Wilmington Trust
Company, as Owner Trustee, and The Bank of New York, as Indenture Trustee;
Participation Agreement (Delta 1994-1) dated as of April 1, 1994, Amended
and Restated as of February 1, 1996, among Delta Air Lines, Inc., as
Lessee, the Owner Participant (as such term is defined therein), the
Interim Refinancing Loan Participant (as such term is defined therein),
Wilmington Trust Company, as Owner Trustee, The Bank of New York, as
Indenture Trustee, and The Bank of New York, as Pass Through Trustee;
Trust Agreement (Delta 1994-1) dated as of April 1, 1994, Amended and
Restated as of February 1, 1996, between the Owner Participant (as such
term is defined therein), and Wilmington Trust Company, as Owner Trustee;
Lease Agreement (Delta 1994-1) dated as of April 1, 1994, Amended and
Restated as of February 1, 1996, between Wilmington Trust Company, as Owner
Trustee and Lessor, and Delta Air Lines, Inc., as Lessee.