EX-4(E)
EXHIBIT 4(E)
MBIA INSURANCE CORPORATION
FINANCIAL GUARANTY INSURANCE POLICY
June 28, 2000
Policy No. 32575
Re: Northwest Airlines 2000-1G (the "Class G Trust")
$476,319,000 8.072% Pass Through Trust Certificates (the
"Class G Certificates")
Insured Payment of interest at the Stated Interest Rate for the
Obligation: Class G Certificates and, without duplication, any Deposit
relating to the Escrow Receipts referred to below (without
premium) and principal on the Class G Certificates.
Beneficiary: State Street Bank and Trust Company 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 (or, in the case of Escrow Receipts, the Paying Agent (as
defined in the Escrow and Paying Agent Agreement for the Class G Trust)),
after giving effect to the subordination provisions of the Agreement and to
the application of any amounts available to the Escrow Agent in the Class G
Paying Agent Account in respect of accrued interest at the Stated Interest
Rate on the Class G Deposits, any drawing paid under the Class G Liquidity
Facility in respect of interest due on the Class G Certificates on such
Distribution Date and any withdrawal from the Class G Cash Collateral Account
in respect of interest due on the Class G Certificates on such Distribution
Date in accordance with the Agreement, for the payment of accrued and unpaid
interest on the Class G Certificates and, without duplication, accrued and
unpaid interest on any Deposit relating to the Escrow Receipts (as defined in
and issued under the Escrow and Paying Agent Agreement for the Class G
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Trust), in each case at the Stated Interest Rate for the Class G Certificates
on the Pool Balance of the Class G Certificates on such Distribution Date;
(ii) with respect to any Special Distribution Date (other than an
Election Distribution Date or 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
Equipment Notes (as to which there has been a default in the payment of
principal thereof or that has been accelerated) or the related Trust
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 to the application of any
amounts available to the Escrow Agent in the Class G Paying Agent Account in
respect of accrued interest on the Class G Deposits, any drawing paid under
the Class G Liquidity Facility in respect of interest due on the Class G
Certificates on such Distribution Date and any withdrawal from the Class G
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 Certificates by an amount equal to the outstanding principal amount
of such Series G Equipment Note (determined immediately prior to the receipt
of such proceeds) plus accrued and unpaid interest on the amount of such
reduction at the Stated Interest Rate for the Class G 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 Equipment Note or the
related Trust 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 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
Equipment Note plus accrued and unpaid interest thereon at the Stated
Interest Rate for the Class G 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 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 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
Liquidity Facility and any withdrawal from the Class G Cash Collateral
Account attributable to such interest on such Series G Equipment Note) and
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(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 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 Equipment
Note, an amount equal to the scheduled principal (without regard to the
acceleration thereof) and interest payable on such Series G 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 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 Equipment Note) and
accrued and unpaid interest thereon at the Stated Interest Rate for the Class
G 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 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 Equipment Note) and accrued and unpaid interest thereon at the
Stated Interest Rate for the Class G Certificates from the immediately
preceding Regular Distribution Date to such Election Distribution Date; and
(vi) with respect to 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 to the application of any
amounts available to the Escrow Agent in the Class G Paying Agent Account in
respect of accrued interest on the Class G Deposits, any drawing paid under
the Class G Liquidity Facility in respect of interest included in the Final
Distribution and any withdrawal from the Class G 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
Certificates or, in the case that the full principal amount of the Class G
Deposit relating to the Escrow Receipts is not used to purchase the Class G
Equipment Notes, then with respect to the Final Withdrawal Date (as defined
in the Escrow and Paying Agent Agreement for the Class G Trust), any
shortfall in amounts available to the Paying Agent for the payment in full of
unpaid principal amount of the Escrow Receipts.
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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 Trustee or
any Class G 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 Certificates (including any disgorgement from the Class G
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
Trustee or such Class G 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 Trustee or such
Class G 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 Trustee or such Class G 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 Trustee or such Class G 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
Trustee or such Class G Certificateholder directly unless such Beneficiary,
Class G Trustee or Class G Certificateholder has returned such payment to
such receiver, conservator, debtor-in-possession or trustee in bankruptcy, in
the Class G 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 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
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Pool Balance of the Class G Certificates and accrued and unpaid interest
thereon at the Stated Interest Rate on the Class G 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
Certificate, (ii) shortfalls, if any, attributable to the liability of the
Subordination Agent, the Paying Agent, the Class G Trust or the Class G
Trustee for withholding taxes, if any (including interest and penalties in
respect of any such liability) or (iii) any failure of the Escrow Agent, the
Subordination Agent or the Class G Trustee to make any payment due to the
Class G Certificateholders or, if applicable, the holders of the Escrow
Receipts 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 June 28, 2000, by and among MBIA, as Policy
Provider, Credit Suisse First Boston, New York branch, as Liquidity Provider,
the Class G Trustee, the Class C Trustee 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 Certificateholders" shall mean any person who is the
registered owner or beneficial owner of any of the Class G Certificates and
who, on the applicable Distribution Date, is entitled under the terms of the
Class G 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
Certificateholders by reason of (i) the occurrence and continuation of a
Policy Provider Default occurring after a Policy Provider Election or (ii)
the receipt of a Special Payment constituting the proceeds of a Series G
Equipment Note as to which a Policy Provider Election has been given or of
the related Trust Indenture Estate or Collateral.
"Final Legal Distribution Date" shall mean April 1, 2021.
"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
Northwest Airlines, Inc., any Liquidity Provider or any Owner Trustee and the
commencement, after the date hereof, of any proceedings by Northwest
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Airlines, 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 Northwest
Airlines, 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
June 28, 2000, by and among MBIA, Northwest Airlines, Inc., the Class G
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
Certificates as of the Closing Date minus all amounts previously drawn on the
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 Certificateholders or, if applicable, the holders of the Escrow
Receipts 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 the Policy and sent to the
contact person at the address and/or fax number set forth in the 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 the Policy
specifying the Insured Amount which shall be due and owing to the Class G
Trustee (or the Paying Agent) for distribution to the Class G
Certificateholders or, if applicable, the holders of the Escrow Receipts 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 Amounts in respect of
any Series G 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.
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"Trust Agreement" shall mean the Pass Through Trust Agreement, dated as
of June 3, 1999 among NWA Corp, Northwest Airlines, Inc. and State Street
Bank and Trust Company of Connecticut, National Association, as Trustee, as
supplemented by Trust Supplement No. 2000-1G dated as of June 28, 2000 among
the same parties, pursuant to which the Class G 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 second
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
Certificateholders or, if applicable, the holders of the Escrow Receipts by
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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)
or the Paying Agent in accordance with the Escrow and Paying Agent Agreement
for the Class G Trust whether or not such funds are properly applied by the
Subordination Agent, the Paying Agent or the Class G 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 Trustee, the applicable
Class G 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 Trustee.
The Fiscal Agent is the agent of MBIA only, and the Fiscal Agent shall
in no event be liable to Class G 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, N.Y. 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.
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To the extent and in the manner specified in the Intercreditor Agreement
or the Escrow and Paying Agent Agreement for the Class G Trust, MBIA shall be
subrogated to the rights of each Class G Certificateholder to receive
payments under the Class G Certificates and the Escrow Receipts to the extent
of any payment 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 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 and 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 Northwest Airlines, 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.
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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.
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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:
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Exhibit A to Policy Number 32575
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. 32575 dated June 28, 2000 (the
"Policy") issued by MBIA Insurance Corporation ("MBIA"). 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
Trustee under the Class G 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
Certificates and, without duplication, accrued and unpaid
interest on any Deposit relating to the Escrow Receipts, in
each case at the Stated Interest Rate on the outstanding
Pool Balance of the Class G 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
$_________________.]
A-1
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[3. The amount determined for payment to the Class G
Certificateholders pursuant to paragraph (ii) of the
definition of "Deficiency Amount" in the Policy on the
Distribution Date which is a Special Distribution Date
(other than an Election Distribution Date) in respect of a
reduction in the outstanding Pool Balance of such Class G
Certificates and accrued and unpaid interest on the amount
of such reduction at the Stated Interest Rate for the Class
G 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 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 Equipment Note(s)
and accrued and unpaid interest accrued thereon at the
Stated Interest Rate for the Class G 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 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 Certificates payable but not paid on
the relevant Series G 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
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 Certificates due on the
Regular Distribution Date on the relevant Series G Equipment
Note is $____________.]
A-2
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[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 Certificateholders pursuant to
paragraph (iv) of the definition of "Deficiency Amount" in
the Policy in respect of outstanding principal on such
Series G Equipment Note (less any drawings previously paid
by MBIA in respect of principal on such Series G Equipment
Note) and accrued and unpaid interest thereon at the Stated
Interest Rate for the Class G Certificates from the
immediately preceding Regular Distribution Date to such
Special Distribution Date is $__________.]
[3. The amount determined for payment to the Class G
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 Equipment Note (less any drawings
previously paid by MBIA in respect of principal on such
Series G Equipment Note) and accrued and unpaid interest
thereon at the Stated Interest Rate for the Class G
Certificates from the immediately preceding Regular
Distribution Date to such Election Distribution Date is
$__________.]
[3. The amount determined for payment to the Class G
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 Certificates is
$__________.]
[3. The amount determined for payment to the holders of the
Escrow Receipts pursuant to paragraph (vi) of the definition
of "Deficiency Amount" in the Policy on the Final Withdrawal
Date 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.
A-3
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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: [ ]
[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 Policy Account and not
permit such funds to be held in any other account,
(b) either (i) cause such funds to be paid to the Class G
Trustee for distribution to the Class G Certificateholders
in reduction of the Pool Balance of, or interest on, the
Class G Certificates (as applicable) and not apply such
funds for any other purpose or (ii) cause such funds to be
paid to the Class G Paying Agent for distribution to the
holders of the Escrow Receipts in payment of accrued and
unpaid interest on any Deposit related to the Escrow
Receipts, or principal of the Escrow Receipts in each case
in accordance with the terms of the Agreement and
(c) maintain an accurate record of such payments with
respect to the Class G Certificates and Escrow Receipts and
the corresponding claim on the Policy and proceeds thereof.
State Street Bank and Trust Company,
as Subordination Agent
By:
---------------------------------------
Title:
------------------------------------
(Officer)
A-4
<PAGE>
Exhibit B to Policy Number 32575
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, 15th Floor
New York, New York 10006
Attention: Municipal Registrar and Paying Agency
Reference is made to Policy No. 32575 dated June 28, 2000 (the
"Policy") issued by MBIA Insurance Corporation ("MBIA"). 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
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 Certificateholder/Class
G 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.
B-1
<PAGE>
5. The [Class G Certificateholder/Class G Trustee/Subordination
Agent] has not heretofore made a demand for such Avoided
Payment.
6. The [Class G Certificateholder/Class G 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 Certificateholder/Class G 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 Certificateholder] [Class G Trustee]
[Subordination Agent [for payment over to the Class G
Trustee] for distribution to the Class G 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: [ ]
[Policy Account Number]
[Name of Subordination Agent]
By:
----------------------------------------
Title:
-------------------------------------
(Officer)
B-2
<PAGE>
Exhibit C to Policy Number 32575
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 32575 dated June 28,
2000 (the "Policy") which has been issued by MBIA Insurance Corporation in
favor of the Subordination Agent.
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]
C-1
<PAGE>
Exhibit D to Policy Number 32575
Form of Assignment
Reference is made to that certain Policy No. 32575, dated June 28,
2000 (the "Policy") issued by MBIA Insurance Corporation ("MBIA") relating to
the Northwest Airlines 2000-1G Pass Through Trust Certificates. 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 Certificateholder/Class G
Trustee/Beneficiary]") on [ ] and the payment by
MBIA in respect of such Avoided Payment pursuant to the Policy, the [Class G
Certificateholder/Class G 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 Certificateholder's/Class G Trustee's/Beneficiary's] rights,
title and interest in and to any rights or claims, whether accrued,
contingent or otherwise, which the [Class G Certificateholder/Class G
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 Certificateholder/Class G 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 Certificateholder/Class G
Trustee/Beneficiary].<F1>
____________________________
[Class G Certificateholder/Class G Trustee/Beneficiary]
D-1
<PAGE>
<F1> 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 Certificateholder's/Class G Trustee's/Beneficiary's]
right, title and interest in such rights and claims, the [Class G
Certificateholder/Class G Trustee/Beneficiary] and MBIA shall agree
on such other form as is reasonably necessary to effect such
assignment, which assignment shall be without recourse,
representaiton or warranty except as provided above.
