EX-1(A)
EXHIBIT 1(A)
NORTHWEST AIRLINES, INC., ISSUER
NORTHWEST AIRLINES CORPORATION, GUARANTOR
Pass Through Certificates
Series 2000-1
UNDERWRITING AGREEMENT
Dated: June 21, 2000
NORTHWEST AIRLINES, INC., ISSUER
NORTHWEST AIRLINES CORPORATION, GUARANTOR
UNDERWRITING AGREEMENT
June 21, 2000
Credit Suisse First Boston Corporation
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
▇▇▇▇▇ Securities Inc.
U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc.
c/o Credit Suisse First Boston Corporation
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Northwest Airlines, Inc., a Minnesota corporation (the
"Company"), proposes that State Street Bank and Trust Company of Connecticut,
National Association, as pass through trustee (the "Trustee") under the Class
G Trust and, the Class C Trust (each as defined below), issue and sell to the
underwriters named in Schedule II hereto its pass through certificates in the
aggregate principal amounts and with the interest rates and final
distribution dates set forth on Schedule I hereto (the "Offered
Certificates") on the terms and conditions stated herein. The aggregate
principal amount of Offered Certificates due on each such final distribution
date is referred to as a "Pass Through Certificate Designation".
The Offered Certificates will be issued pursuant to the Pass
Through Trust Agreement, dated as of June 3, 1999, among Northwest Airlines
Corporation, a Delaware corporation and the ultimate parent company of the
Company (the "Guarantor"), the Company and the Trustee (the "Basic
Agreement"), as supplemented with respect to each series of Offered
Certificates by a separate Pass Through Trust Supplement to be dated as of
the Closing Date (as defined below) (individually, a "Trust Supplement"),
among the Guarantor, the Company and the Trustee (the Basic Agreement as
supplemented by each such Trust Supplement being referred to herein
individually as a "Pass Through Agreement"). The Trust Supplements are
related to the creation and administration of Northwest Airlines Pass Through
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Trust, Series 2000-1G (the "Class G Trust"), and Northwest Airlines Pass
Through Trust, Series 2000-1C (the "Class C Trust" and, together with the
Class G Trust, the "Trusts").
As used herein, unless the context otherwise requires, the
term "Underwriters" shall mean the firms named as Underwriters in
Schedule II, and the term "you" shall mean the Underwriter or Underwriters,
if no underwriting syndicate is purchasing the Offered Certificates, or the
representative or representatives of the Underwriters, if an underwriting
syndicate is purchasing the Offered Certificates, as indicated in Schedule
II.
The cash proceeds of the offering of Offered Certificates by
each Trust will be paid to First Security Bank, National Association, as
escrow agent (the "Escrow Agent"), under an Escrow and Paying Agent Agreement
among the Escrow Agent, the Underwriters, the Trustee and State Street Bank
and Trust Company, as paying agent (the "Paying Agent"), for the benefit of
the holders of Offered Certificates issued by such Trust (each, an "Escrow
Agreement"). The Escrow Agent will deposit such cash proceeds (each, a
"Deposit") with ABN AMRO Bank N.V., Chicago Branch (the "Depositary"), in
accordance with a Deposit Agreement relating to the respective Trust (the
"Deposit Agreement"), and will withdraw Deposits upon request to allow the
Trustee to purchase Equipment Notes (as defined in the Note Purchase
Agreement referred to herein) from time to time pursuant to a Note Purchase
Agreement to be dated as of the Closing Date (the "Note Purchase Agreement")
among the Company, the Trustee of each of the Trusts and State Street Bank
and Trust Company, as Subordination Agent (as hereinafter defined) and as
Paying Agent, and the Escrow Agent. The Escrow Agent will issue receipts to
be attached to each related Offered Certificate ("Escrow Receipts")
representing each holder's fractional undivided interest in amounts deposited
with the Escrow Agent and will pay to such holders through the related Paying
Agent interest accrued on the Deposits and received by such Paying Agent
pursuant to the related Deposit Agreement at a rate per annum equal to the
interest rate applicable to the corresponding Offered Certificates.
Certain amounts of interest payable on the Offered
Certificates will be entitled to the benefits of separate liquidity
facilities. Credit Suisse First Boston Corporation, New York Branch (the
"Liquidity Provider") will enter into a separate revolving credit agreement
with respect to each Trust (each, a "Liquidity Facility") to be dated as of
the Closing Date for the benefit of the holders of the Offered Certificates.
The Liquidity Provider, MBIA Insurance Corporation, as provider of the Policy
referred to below (in such capacity, the "Policy Provider") and the holders
of the Offered Certificates will be entitled to the benefits of an
Intercreditor Agreement to be dated as of the Closing Date (the
"Intercreditor Agreement") among the Trustee, State Street Bank and Trust
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Company, as subordination agent thereunder (the "Subordination Agent"), the
Liquidity Provider and the Policy Provider.
Payments of interest on the Class G Certificates will be
supported by a financial guaranty insurance policy (the "Policy") issued by
the Policy Provider to the extent the Liquidity Facility for the Class G
Certificates and any funds contained in the cash collateral account funded
from such Liquidity Facility are no longer available for that purpose. The
Policy will also support the payment of the final distribution on the Class G
Certificates and will take effect in certain other circumstances described in
the Intercreditor Agreement and the Policy. The Policy will be issued
pursuant to an insurance and indemnity agreement dated as of the Closing Date
(the "Policy Provider Agreement") among the Policy Provider, the Company and
the Subordination Agent. Under the Policy Provider Agreement, the
Subordination Agent will reimburse the Policy Provider for amounts paid
pursuant to claims made under the Policy.
The Guarantor and the Company have filed with the Securities
and Exchange Commission (the "Commission") a shelf registration statement on
Form S-3 (File No. 333-79215) relating to certain classes of securities (such
registration statement, including the exhibits thereto and the documents
filed by the Guarantor with the Commission pursuant to the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Exchange Act") that are
incorporated by reference therein, as amended at the date hereof, being
herein referred to as the "Registration Statement") and the offering thereof
from time to time in accordance with Rule 415 of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Securities Act"). The Registration Statement has been
declared effective by the Commission. A prospectus supplement reflecting the
terms of the Offered Certificates, the terms of the offering thereof and the
other matters set forth therein, as further specified in Section 5(c) hereof,
will be prepared and filed together with the base prospectus referred to
below pursuant to Rule 424 under the Securities Act (such prospectus
supplement, in the form first filed on or after the date hereof pursuant to
Rule 424, being herein referred to as the "Prospectus Supplement" and any
prospectus supplement relating to the Offered Certificates filed prior to the
filing of the Prospectus Supplement being herein referred to as a
"Preliminary Prospectus Supplement"). The base prospectus, dated June 7,
1999, included in the Registration Statement relating to offerings of pass
through certificates, as supplemented by the Prospectus Supplement, and
including the documents incorporated by reference therein, is herein called
the "Prospectus", except that, if such base prospectus is amended or
supplemented on or prior to the date on which the Prospectus Supplement is
first filed pursuant to Rule 424, the term "Prospectus" shall refer to such
base prospectus as so amended or supplemented and as supplemented by the
Prospectus Supplement, in either case including the documents incorporated by
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reference therein. Any reference herein to the terms "amendment" or
"supplement" with respect to the Registration Statement, the Prospectus, any
Preliminary Prospectus Supplement or any preliminary prospectus shall be
deemed to refer to and include any documents filed with the Commission under
the Exchange Act after the date hereof, the date the Prospectus is filed with
the Commission, or the date of such Preliminary Prospectus Supplement or
preliminary prospectus, as the case may be, and incorporated therein by
reference pursuant to Item 12 of Form S-3 under the Securities Act.
Capitalized terms not otherwise defined in this Agreement
shall have the meanings specified therefor in the Pass Through Agreements,
the Note Purchase Agreement or the Intercreditor Agreement referred to in the
Pass Through Agreements; provided that, as used in this Agreement, the term
"Operative Documents" shall mean the Deposit Agreements, the Escrow
Agreements, the Intercreditor Agreement, the Liquidity Facilities, the
Policy, the Policy Provider Agreement, the Indemnification Agreement dated
the date hereof (the "Indemnification Agreement") among the Company, the
Policy Provider and the Underwriters, the Pass Through Agreements, the Note
Purchase Agreement, the Participation Agreements, the Indentures, the Leases,
the Equipment Notes, the Trust Agreements and the Guarantees.
Section 1. Representations and Warranties. The Guarantor
and the Company jointly and severally represent and warrant to, and agree
with each Underwriter that:
(a) The Guarantor and the Company meet the requirements
for use of Form S-3 under the Securities Act; the Registration
Statement has become effective; on the original effective date of the
Registration Statement, on the effective date of the most recent
post-effective amendment thereto, if any, and on the date of the
filing by the Guarantor of any annual report on Form 10-K after the
original effective date of the Registration Statement, the
Registration Statement and any amendments and supplements thereto
complied in all material respects with the requirements of the
Securities Act and the Registration Statement did not contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; on the date hereof and on the Closing Date
(as defined below), neither the Prospectus nor any amendments thereof
and supplements thereto, includes or will include an untrue statement
of a material fact or omits or will omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not
apply to any statements or omissions based upon information relating
to any Underwriter furnished in writing to the Guarantor or the
Company by or on behalf of any Underwriter expressly for use in the
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Prospectus or to statements or omissions in that part of the
Registration Statement which shall constitute the Statement of
Eligibility of the Trustee under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), on Form T-1.
(b) The documents incorporated by reference in the
Prospectus pursuant to Item 12 of Form S-3 under the Securities Act,
at the time they were or hereafter are filed with the Commission,
complied and will comply in all material respects with the
requirements of the Exchange Act.
(c) ▇▇▇▇▇ & Young LLP, who have reported upon the
audited consolidated financial statements and the financial statement
schedules, if any, included or incorporated by reference in the
Registration Statement, are independent public accountants within the
meaning of the Securities Act.
(d) This Agreement has been duly authorized, executed
and delivered by each of the Company and the Guarantor.
(e) The Company does not have any "significant
subsidiaries" as defined in Regulation S-X, and the Guarantor does
not have any significant subsidiaries (other than the Company).
(f) The consolidated financial statements included or
incorporated by reference in the Registration Statement present
fairly the consolidated financial position of the Guarantor and its
consolidated subsidiaries as of the dates indicated and the
consolidated results of operations and cash flows or changes in
financial position of the Guarantor and its consolidated subsidiaries
for the periods specified. Except as stated therein, such financial
statements have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis throughout the
periods involved. The financial statement schedules, if any,
included or incorporated by reference in the Registration Statement
present fairly the information required to be stated therein. The
summary consolidated financial data included in the Prospectus
present fairly the information shown therein and have been compiled
on a basis consistent with that of the audited consolidated financial
statements included or incorporated by reference in the Registration
Statement.
(g) Each of the Company and the Guarantor is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Minnesota and Delaware, respectively,
with corporate power and authority under such laws to own, lease and
operate its properties and conduct its business as described in the
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Prospectus and to perform its obligations under this Agreement; and
each of the Guarantor and the Company is duly qualified to transact
business as a foreign corporation and is in good standing in each
other jurisdiction in which it owns or leases property of a nature,
or transacts business of a type, that would make such qualification
necessary, except to the extent that the failure to so qualify or be
in good standing would not have a material adverse effect on the
condition (financial or other), earnings, business or prospects of
the Guarantor and its consolidated subsidiaries, considered as one
enterprise (a "Material Adverse Effect").
(h) The Company is a "citizen of the United States" (as
defined in Section 40102(a)(15) of Title 49 of the United States
Code) and is an air carrier operating under a certificate issued by
the Secretary of Transportation pursuant to Chapter 447 of Title 49,
United States Code, for aircraft capable of carrying 10 or more
individuals or 6,000 pounds or more of cargo. There is in force with
respect to the Company an air carrier operating certificate issued
pursuant to Part 121 of the regulations under the sections of Title
49, United States Code, relating to aviation (the "Federal Aviation
Act"). All of the outstanding shares of capital stock of the Company
have been duly authorized and validly issued and are fully paid and
non-assessable and are owned by the Guarantor, indirectly through
Northwest Airlines Holdings Corporation and NWA Inc., each a Delaware
corporation, free and clear of any pledge, lien, security interest,
charge, claim, equity or encumbrance of any kind.
(i) The Operative Documents to which the Guarantor
and/or the Company will be a party will be duly executed and
delivered by the Guarantor and/or the Company, as the case may be, on
or prior to the Closing Date or the applicable Delivery Date (as
defined in the Participation Agreements), as the case may be.
(j) The Operative Documents to which the Guarantor
and/or the Company is, or is to be, a party are or will be
substantially in the form heretofore supplied to you (in the case of
the Indentures, the Leases and the Participation Agreements relating
to the Leased Aircraft, except for such modifications permitted by
the Note Purchase Agreement), and, when duly executed and delivered
by the Guarantor or the Company, as the case may be, will constitute
valid and binding obligations of the Guarantor or the Company, as the
case may be, enforceable against the Guarantor and the Company, as
the case may be, in accordance with their terms, except as may be
subject to (A) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or
affecting creditors' rights generally, (B) general principles of
equity (regardless of whether enforcement is considered in a
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proceeding in equity or at law), (C) in the case of any Lease,
applicable laws which may affect the remedies provided therein but
which do not affect the validity of such Lease or make such remedies
inadequate for the potential realization of the benefits intended to
be provided thereby and (D) an implied covenant of good faith and
fair dealing. The Basic Agreement as executed is substantially in
the form filed as an exhibit to the Registration Statement and has
been duly qualified under the Trust Indenture Act. The Offered
Certificates, the Equipment Notes and the Operative Documents will
conform in all material respects to the descriptions thereof in the
Prospectus.
(k) When executed, authenticated, issued and delivered
in the manner provided for in each Pass Through Agreement and sold
and paid for as provided in this Agreement, the Offered Certificates
will constitute valid and binding obligations of the related
Trustees, entitled to the benefits of the related Pass Through
Agreements and enforceable against the related Trustees in accordance
with their terms, except as may be subject to (A) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights
generally, (B) general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law) and
(C) an implied covenant of good faith and fair dealing. When
executed, authenticated, issued and delivered in the manner provided
for in the related Escrow Agreements, the Escrow Receipts will be
legally and validly issued and will be entitled to the benefits of
the related Escrow Agreements.
(l) The Equipment Notes to be issued under each
Indenture, when duly executed and delivered by the related Owner
Trustee or the Company, as the case may be, and duly authenticated by
the Indenture Trustee in accordance with the terms of such Indenture,
will be duly issued under such Indenture and will constitute the
valid and binding obligations of such Owner Trustee or the Company,
as the case may be, except as may be subject to (A) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights
generally, (B) general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law) and
(C) an implied covenant of good faith and fair dealing. The holders
of the Equipment Notes will be entitled to the benefits of such
Indenture.
(m) Since the respective dates as of which information
is given in the Prospectus, except as otherwise stated therein or
contemplated thereby, there has not been any material adverse change
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in the condition (financial or otherwise), earnings, business or
prospects of the Guarantor and its consolidated subsidiaries,
considered as one enterprise, whether or not arising in the ordinary
course of business.
(n) Neither the Company nor the Guarantor is in default
in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage,
loan agreement, note, lease or other agreement or instrument to which
it is a party or by which it may be bound or to which any of its
properties may be subject, except for such defaults that would not
have a Material Adverse Effect. The execution and delivery by the
Company and the Guarantor of this Agreement and by the Company and/or
the Guarantor of the Operative Documents to which the Company and/or
Guarantor is, or is to be, a party, the issuance and delivery of the
Offered Certificates, the consummation by the Company and the
Guarantor of the transactions contemplated by this Agreement, by such
Operative Documents and the Prospectus, and compliance by the Company
and the Guarantor with the terms of this Agreement and such Operative
Documents have been duly authorized by all necessary corporate action
on the part of the Company and the Guarantor and do not and will not
result in any violation of the charter or by-laws of the Company or
the Guarantor, and do not and will not result in a breach of any of
the terms or provisions of, or constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company or the Guarantor under (A) any
contract, indenture, mortgage, loan agreement, note, lease or other
agreement or other instrument to which the Company or the Guarantor
is a party or by which either may be bound or to which any of its
properties may be subject and which is included or incorporated by
reference as an exhibit to any document incorporated by reference in
the Prospectus or included as an exhibit to the Registration
Statement (other than the Operative Documents and except for such
breaches, defaults, liens, charges or encumbrances that would not
have a Material Adverse Effect) or (B) any existing applicable law,
rule, regulation, judgment, order or decree of any government,
governmental instrumentality or court, domestic or foreign, having
jurisdiction over the Company or the Guarantor or any of their
respective properties (other than the securities or Blue Sky or
similar laws of the various states and of foreign jurisdictions),
except for such breaches, defaults, liens, charges or encumbrances
that would not have a Material Adverse Effect.
(o) No authorization, approval, consent, order or
license of or filing with or notice to any government, governmental
instrumentality or court, domestic or foreign, is required for the
valid authorization, issuance, sale and delivery of the Offered
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Certificates and the Equipment Notes, the valid authorization,
execution, delivery and performance by the Guarantor and/or the
Company of this Agreement and the Operative Documents to which the
Guarantor and/or the Company is, or is to be, a party, or the
consummation by the Guarantor or the Company of the transactions
contemplated by this Agreement and such Operative Documents, except
such as are required under the Securities Act, the Trust Indenture
Act and the securities or Blue Sky or similar laws of the various
states and of foreign jurisdictions and except for filings or
recordings with the Federal Aviation Administration (the "FAA") and
under the Uniform Commercial Code as is in effect in Utah and
Minnesota, which filings or recordings shall have been made, or duly
presented for filing, on or prior to the applicable Delivery Date (as
defined in the Participation Agreement relating to the Aircraft to be
acquired or leased on such date).
(p) Except as disclosed in the Prospectus, there is no
action, suit or proceeding before or by any government, governmental
instrumentality or court, domestic or foreign, now pending or, to the
knowledge of the Company or the Guarantor, threatened against the
Company or the Guarantor that is required to be disclosed in the
Prospectus or that could reasonably be expected to have a Material
Adverse Effect or that could reasonably be expected to materially and
adversely affect the consummation of the transactions contemplated by
this Agreement; the aggregate of all pending legal or governmental
proceedings that are not described in the Prospectus to which the
Company or the Guarantor is a party or which affect any of their
respective properties, including ordinary routine litigation
incidental to their business, would not reasonably be expected to
have a Material Adverse Effect.
(q) There are no contracts or documents of a character
required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement
that are not described and filed as required.
(r) The Company and the Guarantor each possess all
adequate certificates, authorizations and permits issued by
appropriate governmental agencies or bodies which are necessary to
conduct, in all material respects, the business now operated by them
and have not received any notice of proceedings relating to the
revocation or modification of any such certificate, authorization or
permit that, if determined adversely to the Company or the Guarantor,
would have, singly or in the aggregate, a Material Adverse Effect.
(s) Except as disclosed in the Prospectus, no labor
dispute with the employees of the Company or the Guarantor exists or,
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to the knowledge of the Company and the Guarantor, is imminent, in
either case, which might reasonably be expected to have a Material
Adverse Effect.
(t) None of the Guarantor, the Company or any Trust is
an "investment company", within the meaning of the Investment Company
Act of 1940, as amended (the "Investment Company Act"); and after
giving effect to the offering and sale of the Offered Certificates
and the application of the proceeds thereof as described in the
Prospectus, none of the Trusts will be, nor will the escrow
arrangements relating to the Trusts contemplated by the respective
Escrow Agreements result in the creation of, an "investment company",
as defined in the Investment Company Act.
(u) The Company and the Guarantor have not taken and
will not take, directly or indirectly, any action prohibited by
Regulation M under the Exchange Act, to the extent applicable, in
connection with the offering of the Offered Certificates.
Any certificate signed by a duly authorized officer of the
Company or the Guarantor and delivered to an Underwriter or to counsel for
the Underwriters in connection with the offering of Offered Certificates
shall be deemed a representation and warranty by the Company or the
Guarantor, as the case may be, to the Underwriters as to the matters covered
thereby.
Section 2. Purchase and Sale. (a) Subject to the terms
and conditions set forth herein and in Schedule III, and in reliance upon the
representations and warranties herein contained, the Guarantor and the
Company agree to cause the Trustee to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Trustee,
at the purchase price specified in Schedule I, the respective amounts of
Offered Certificates of each Pass Through Certificate Designation set forth
opposite the name of such Underwriter in Schedule II. Concurrently with the
issuance of the Offered Certificates, the Escrow Agent shall issue and
deliver to the Trustee the Escrow Receipts in accordance with the terms of
the Escrow Agreements, which Escrow Receipts shall be attached to the related
Offered Certificates.
(b) The Company is advised by you that the Underwriters
propose to make a public offering of the Offered Certificates as soon after
this Agreement has been entered into as in your judgment is advisable as set
forth in the Prospectus.
(c) As compensation to the Underwriters for their
respective commitments and obligations hereunder in respect of the Offered
Certificates, including their respective undertakings to distribute the
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Offered Certificates, the Company will pay to the Underwriters the sum set
forth in Schedule III. Such payment will be made on the Closing Date
simultaneously with the issuance and sale of the Offered Certificates (with
the related Escrow Receipts attached) to the Underwriters. Payment of such
compensation shall be made by wire transfer of immediately available funds.
Section 3. Delivery of and Payment for the Offered
Certificates. (a) Delivery of and payment for the Offered Certificates
(with attached Escrow Receipts) shall be made at the offices of Simpson,
Thacher & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ at
10:00 A.M. on June 28, 2000 or on such other date, time and place as may be
agreed upon by the Company, the Guarantor and you (such date and time of
delivery and payment for the Offered Certificates being herein called the
"Closing Date"). Delivery of the Offered Certificates (with attached Escrow
Receipts) issued by each Trust shall be made to your account at The
Depository Trust Company for the respective accounts of the several
Underwriters against payment by the Underwriters by wire transfer of
immediately available funds to the Depository. Upon delivery the Offered
Certificates shall be registered in the name of Cede & Co. or in such other
names, and in such denominations as you may request in writing at least two
full business days in advance of the Closing Date.
(b) The Company agrees to have one or more global
certificates representing the Offered Certificates available for inspection
and checking by you in New York, New York not later than one full business
day prior to the Closing Date.
Section 4. Conditions of Underwriters' Obligations. The
several obligations of the Underwriters to purchase and pay for the Offered
Certificates pursuant to this Agreement are subject to the following
conditions:
(a) On the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued
under the Securities Act and no proceedings therefor shall have been
instituted or threatened by the Commission.
(b) On the Closing Date, you shall have received an
opinion of each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the
Company and the Guarantor, and Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, special
counsel for the Company and the Guarantor, each dated the Closing
Date and in form and substance reasonably satisfactory to you and
counsel for the Underwriters, substantially to the effect set forth
in Exhibits A-1 and A-2 hereto, respectively.
(c) On the Closing Date, you shall have received an
opinion of the General Counsel of the Company and the Guarantor,
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dated the Closing Date and in form and substance reasonably
satisfactory to you and counsel for the Underwriters, substantially
to the effect set forth in Exhibit B hereto.
(d) On the Closing Date, you shall have received an
opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, counsel for State Street Bank and Trust
Company of Connecticut, National Association, individually and as
Trustee, and counsel for State Street Bank and Trust Company,
individually and as Subordination Agent and Paying Agent, dated the
Closing Date and in form and substance reasonably satisfactory to you
and counsel to the Underwriters, substantially to the effect as set
forth in Exhibit C hereto.
(e) On the Closing Date, you shall have received an
opinion of ▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Escrow Agent,
dated the Closing Date, and in form and substance reasonably
satisfactory to you and counsel to the Underwriters, substantially to
the effect as set forth in Exhibit D hereto.
(f) On the Closing Date, you shall have received an
opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Liquidity
Provider, an opinion of Swiss in-house counsel for the Liquidity
Provider and an opinion of U.S. in-house counsel for the Liquidity
Provider, each dated the Closing Date and in form and substance
reasonably satisfactory to you and counsel to the Underwriters,
substantially to the effect as set forth in Exhibits E-1, E-2 and E-3
hereto, respectively.
(g) On the Closing Date, you shall have received an
opinion of Clifford Chance, Netherlands counsel for the Depositary,
and an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, U.S. counsel for
the Depositary, each dated the Closing Date and in form and substance
reasonably satisfactory to you and substantially to the effect set
forth in Exhibits F-1 and F-2 hereto, respectively.
(h) On the Closing Date, you shall have received an
opinion of ▇▇▇▇ ▇▇▇▇▇▇▇, as counsel for the Policy Provider, and an
opinion of in-house counsel for the Policy Provider, each dated the
Closing Date and in form and substance reasonably satisfactory to you
and counsel for the Underwriters, substantially to the effect set
forth in Exhibits G-1 and G-2, respectively.
(i) On the Closing Date, you shall have received an
opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, as counsel for the Underwriters,
dated the Closing Date, with respect to the issuance and sale of the
Offered Certificates, the Registration Statement, the Prospectus and
other related matters as the Underwriters may reasonably require.
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(j) On the Closing Date, (i) (A) the Registration
Statement, as it may then be amended or supplemented, shall not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, (B) the Prospectus, as it may then
be amended or supplemented, shall not contain an untrue statement of
a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made,
(C) the Company and the Guarantor shall have complied with all
agreements and satisfied all conditions on their respective parts to
be performed or satisfied at or prior to the Closing Date, and (D)
the other representations and warranties of the Company and the
Guarantor set forth in this Agreement and each of the Operative
Documents shall be accurate in all material respects as though
expressly made at and as of the Closing Date (except to the extent
that such representations and warranties refer to an earlier or later
date, in which case they shall be accurate in all material respects
as of such dates) and (ii) subsequent to the execution and delivery
of this Agreement, there shall not have been any material adverse
change in the condition (financial or other), earnings, business or
prospects of the Guarantor and its consolidated subsidiaries,
considered as one enterprise, whether or not arising in the ordinary
course of business that, in your judgment, is so material and adverse
that it makes it impracticable or inadvisable to proceed with the
public offering or the sale of and payment for the Offered
Certificates. At the Closing Date, you shall have received a
certificate of the President or a Senior or Executive Vice President,
and other senior officers of the Company and the Guarantor approved
by you, dated as of the Closing Date to such effect.
(k) On each of the date hereof and the Closing Date, you
shall have received a letter, dated the date hereof or the Closing
Date, as the case may be, in form and substance satisfactory to you
and counsel to the Underwriters, from Ernst & Young LLP, the
Company's independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain other financial or statistical data and certain financial
information contained in or incorporated by reference into the
Registration Statement and the Prospectus.
(l) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date, there shall not have been
any downgrading nor any notice given to the Company or the Guarantor
or any public notice given, in either case by a rating agency
described below, of any intended or potential downgrading or of a
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possible change that does not indicate the direction of the possible
change, in the rating accorded any of the Company's or the
Guarantor's securities, including the Offered Certificates, by any
"nationally recognized statistical rating organization", as such term
is defined for purposes of Rule 436(g)(2) under the Securities Act.
(m) The Company and the Guarantor shall have furnished
to you and to counsel for the Underwriters, in form and substance
satisfactory to you and to them, such other documents, certificates
and opinions as such counsel may reasonably request in order to pass
upon the matters referred to in Section 4(h) and in order to evidence
the accuracy and completeness of any of the representations,
warranties or statements, the performance of any covenant by the
Company or the Guarantor theretofore to be performed, or the
compliance with any of the conditions herein contained.
(n) On the Closing Date, each of the Operative Documents
(other than the Indentures, Leases, Participation Agreements,
Equipment Notes, Trust Agreements and Guarantees) shall have been
duly executed and delivered by each of the parties thereto; the
representations and warranties of the Company and the Guarantor
contained in each of such executed Operative Documents to which they
are parties shall be true and correct in all material respects as of
the Closing Date (except to the extent that they relate solely to an
earlier or later date, in which case they shall be true and correct
as of such earlier or later date) and the Underwriters shall have
received a certificate of the President or a Senior or Executive Vice
President of the Company, dated as of the Closing Date, to such
effect.
(o) Each of the Appraisers shall have furnished to the
Underwriters a letter from such Appraiser, addressed to the Guarantor
and the Company and dated the Closing Date, confirming that such
Appraiser and each of its directors and officers (i) is not an
affiliate of the Guarantor, the Company or any of its affiliates,
(ii) does not have any substantial interest, direct or indirect, in
the Guarantor, the Company or any of its affiliates and (iii) is not
connected with the Guarantor, the Company or any of its affiliates as
an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.
(p) On the Closing Date, the Offered Certificates shall
be rated "AAA", in the case of the Offered Certificates of the
Class G Trust and "BBB+", in the case of the Offered Certificates of
the Class C Trust, by Standard & Poor's Ratings Service; and "Aaa",
in the case of the Offered Certificates of the Class G Trust and
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"Baa2", in the case of the Offered Certificates of the Class C Trust,
by ▇▇▇▇▇'▇ Investors Service, Inc.
The Guarantor and the Company agree to furnish, promptly
after the Closing Date and the applicable Delivery Date, to the Underwriters
a copy of each opinion required to be delivered under the applicable
Participation Agreement addressed to the Underwriters and of such other
documents furnished in connection with the fulfillment of the conditions
precedent therein as the Underwriters or counsel for the Underwriters may
reasonably request.
If any of the conditions specified in this Section 4 shall
not have been fulfilled when and as required by this Agreement to be
fulfilled, this Agreement may be terminated by you on notice to the Company
and the Guarantor at any time prior to the Closing Date and such termination
shall be without liability of any party to any other party, except as
provided in Section 6. Notwithstanding any such termination, the provisions
of Section 7 shall remain in effect.
Section 5. Certain Covenants of the Company and the
Guarantor. The Company and the Guarantor covenant with each Underwriter as
follows:
(a) To furnish to you, without charge, as soon as
practicable on the business day next succeeding the date of this
Agreement and during the period mentioned in paragraph (e) below, as
many copies of the Prospectus, and any supplements or amendments
thereto, as you may reasonably request.
(b) To furnish to you as many conformed copies of the
Registration Statement (as originally filed) and of all amendments
thereto, whether filed before or after the Registration Statement
became effective, as many copies of all exhibits and documents filed
therewith or incorporated by reference therein (through the end of
the period mentioned in paragraph (e) below) and one signed and as
many conformed copies of all consents and certificates of experts as
you may reasonably request and, if requested by you, to furnish to
you, for each of the Underwriters, one conformed copy of the
Registration Statement (as originally filed) and of each amendment
thereto (including documents incorporated by reference into the
Prospectus but without exhibits).
(c) Promptly following the execution of this Agreement,
to prepare a Prospectus Supplement that complies with the Securities
Act and that sets forth the principal amount of the Offered
Certificates and their terms not otherwise specified in the
Preliminary Prospectus Supplement or the base prospectus included in
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the Registration Statement, the name of each Underwriter
participating in the offering and the principal amount of the Offered
Certificates that each severally has agreed to purchase, the name of
each Underwriter, if any, acting as a representative of the
Underwriters in connection with the offering, the price at which the
Offered Certificates are to be purchased by the Underwriters from the
Company, any initial public offering price, any selling concession
and reallowance and any delayed delivery arrangements, and such other
information as you, the Company and the Guarantor deem appropriate in
connection with the offering of the Offered Certificates. The
Company and the Guarantor will timely transmit copies of the
Prospectus Supplement to the Commission for filing pursuant to Rule
424 under the Securities Act.
(d) Before amending or supplementing the Registration
Statement or the Prospectus, to furnish each Underwriter with a copy
of each such proposed amendment or supplement, and to file no such
proposed amendment or supplement to which you reasonably object by
notice to the Company after a reasonable period of review; provided
that the foregoing shall not prevent the Guarantor from filing
reports required to be filed by it pursuant to the Exchange Act, and
provided further that the Guarantor shall have provided you with a
copy of any such report prior to its filing with the Commission.
(e) If, during such period after the first date of the
public offering of the Offered Certificates when the Prospectus is
required by law to be delivered in connection with sales of the
Offered Certificates by an Underwriter or dealer, any event shall
occur as a result of which it is necessary, in the reasonable opinion
of counsel for the Underwriters or counsel for the Company and the
Guarantor, to amend the Registration Statement or amend or supplement
the Prospectus in order to make the statements therein, in the light
of the circumstances when the Prospectus is delivered to a purchaser,
not misleading, or if it is necessary, in the reasonable opinion of
either such counsel, to amend the Registration Statement or amend or
supplement the Prospectus to comply with law, forthwith to prepare
and furnish, at its own expense, to the Underwriters and to the
dealers (whose names and addresses you will furnish to the Company)
to which the Offered Certificates may have been sold by you on behalf
of the Underwriters and to any other dealers upon request, either
amendments or supplements to the Prospectus so that the statements in
the Prospectus as so amended or supplemented will not, in the light
of the circumstances when the Prospectus is delivered to a purchaser,
be misleading or so that the Registration Statement or the
Prospectus, as so amended or supplemented, will comply with law and
to cause such amendments or supplements to be filed promptly with the
Commission.
-17-
(f) During the period mentioned in paragraph (e) above,
to notify you immediately, (i) of the effectiveness of any amendment
to the Registration Statement, (ii) of the transmittal to the
Commission for filing of any supplement to the Prospectus or any
document that would as a result thereof be incorporated by reference
in the Prospectus, (iii) of the receipt of any comments from the
Commission with respect to the Registration Statement, the Prospectus
or the Prospectus Supplement, (iv) of any request by the Commission
for any amendment to the Registration Statement or any supplement to
the Prospectus or for additional information relating thereto or to
any document incorporated by reference in the Prospectus and (v) of
the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement, of the suspension of the
qualification of the Offered Certificates for offering or sale in any
jurisdiction, or of the institution or threatening of any proceeding
for any of such purposes; and to use every reasonable effort to
prevent the issuance of any such stop order or of any order
suspending such qualification and, if any such order is issued, to
obtain the lifting thereof at the earliest possible moment.
(g) To use their respective reasonable efforts, in
cooperation with the Underwriters, to qualify the Offered
Certificates for offer and sale under the securities laws of such
states and other jurisdictions as you may reasonably request and to
maintain such qualifications in effect for so long as required for
the distribution of such Offered Certificates; provided, however,
that neither the Company nor the Guarantor shall be obligated to file
any general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which
it is not so qualified or to subject itself to taxation in respect of
doing business in any jurisdiction in which it is not otherwise so
subject. The Company and the Guarantor will use their reasonable
efforts to file such statement and reports as may be required by the
laws of each jurisdiction in which the Offered Certificates have been
qualified as above provided. The Company and the Guarantor will also
supply you with such information as is necessary for the
determination of legality of the Offered Certificates for investment
under the laws of such jurisdictions as you may reasonably request.
(h) To make generally available to the Guarantor's
security holders as soon as practicable, but not later than 45 days
after the close of the period covered thereby, an earnings statement
of the Guarantor (in form complying with the provisions of Rule 158
of the Securities Act), covering (i) a period of 12 months beginning
after the effective date of the Registration Statement and any post-
effective amendment thereof but not later than the first day of the
Guarantor's fiscal quarter next following such effective date and
-18-
(ii) a period of 12 months beginning after the date of this Agreement
but not later than the first day of the Guarantor's fiscal quarter
next following the date of this Agreement.
(i) For a period of two years after the Closing Date, to
make available upon request to the Underwriters, copies of all annual
reports, quarterly reports and current reports filed with the
Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms
as may be designated by the Commission, and such other documents,
reports and information as shall be furnished by the Company or the
Guarantor to the holders of Offered Certificates or to their security
holders generally provided that at such time the Guarantor is
required to furnish such reports under the Exchange Act.
(j) Between the date of this Agreement and the Closing
Date, not to offer, sell or enter into any agreement to sell,
directly or indirectly, any equipment notes, pass through
certificates, equipment trust certificates or equipment purchase
certificates secured by aircraft owned or leased by the Company or
the Guarantor (or rights relating thereto) other than the Offered
Certificates or Equipment Notes relating thereto, without your prior
written consent.
(k) During the period when a prospectus relating to the
Offered Certificates is required to be delivered under Section 5(c)
of the Securities Act, to file promptly all documents required to be
filed with the Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.
(l) To comply to the best of their abilities with the
Securities Act, the Exchange Act and the Trust Indenture Act so as to
permit the completion of the distribution of the Offered Certificates
as contemplated in this Agreement and in the Prospectus.
Section 6. Payment of Expenses. The Company and the
Guarantor will pay or cause to be paid all costs and expenses incident to the
performance of their obligations under this Agreement, including, without
limitation, (a) the preparation, printing and filing of the Registration
Statement (including financial statements and exhibits), as originally filed
and as amended, any Preliminary Prospectus Supplement and the Prospectus and
any amendments or supplements thereto, and the cost of furnishing copies
thereof to the Underwriters, (b) the printing or processing and distribution
of this Agreement, the Offered Certificates, the Operative Documents, the
Blue Sky Survey and any Legal Investment Survey, (c) the delivery of the
Offered Certificates, (d) the fees and disbursements of counsel and
accountants for the Guarantor and the Company, (e) the qualification of the
Offered Certificates under the applicable securities laws in accordance with
-19-
Section 5(g), including filing fees and reasonable fees and disbursements of
counsel for the Underwriters in connection therewith and in connection with
the Blue Sky Survey, (f) any fees charged by rating agencies for rating the
Offered Certificates (including annual surveillance fees related to the
Offered Certificates as long as they are outstanding), (g) the fees and
expenses of the Trustee, the Subordination Agent, the Liquidity Provider, the
Policy Provider, the Depositary, the Escrow Agent and the Paying Agent,
including the reasonable fees and disbursements of their respective counsel,
in connection with the Offered Certificates and the Operative Documents, (h)
the fees and disbursements of counsel for the Underwriters, (i) all fees and
expenses relating to appraisals of the Aircraft and (j) all other reasonable
out-of-pocket expenses incurred by the Underwriters in connection with the
transactions contemplated by this Agreement. The Guarantor and the Company
will also cause to be paid all expenses incident to the performance of their
obligations under the Leases and the Indentures and each of the other
agreements and instruments referred to in the Indentures and the
Participation Agreements.
If this Agreement is terminated by the Underwriters in
accordance with the provisions of Sections 4 or 8, the Company and the
Guarantor, jointly and severally, agree to reimburse the Underwriters for
all their reasonable out-of-pocket expenses, including the fees and
disbursements of counsel for the Underwriters.
Section 7. Indemnification and Contribution. (a) The
Company and the Guarantor, jointly and severally, agree to indemnify and hold
harmless each Underwriter and each person, if any, who controls such
Underwriter within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other
expenses reasonably incurred by any Underwriter or any such controlling
person in connection with defending or investigating any such action or
claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment
thereof, any Preliminary Prospectus Supplement or the Prospectus (as amended
or supplemented if the Company or the Guarantor shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any such untrue
statement or omission or alleged untrue statement or omission based upon
information relating to any Underwriter furnished in writing to the Guarantor
or the Company by or on behalf of any Underwriter expressly for use therein;
provided that such indemnity with respect to the Prospectus shall not inure
to the benefit of any Underwriter (or any person controlling such
Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Offered Certificates which are the subject thereof if
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such person was not sent a copy of the Prospectus at or prior to the
confirmation of the sale of such Offered Certificates to such person in any
case where such delivery is required by the Securities Act and the untrue
statement or omission of a material fact contained in such Preliminary
Prospectus Supplement was corrected in such subsequent Prospectus, unless
such failure to deliver the Prospectus was a result of noncompliance by the
Company and the Guarantor with their delivery requirements set forth in
Section 5 hereof.
(b) Each Underwriter agrees, severally and not jointly,
to indemnify and hold harmless the Company and the Guarantor, each of their
directors, each of their officers who signed the Registration Statement and
each person, if any, who controls the Company or the Guarantor within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company
and the Guarantor to such Underwriter, but only with reference to information
relating to such Underwriter furnished in writing to the Guarantor or the
Company by or on behalf of any Underwriter expressly for use in the
Registration Statement, any Preliminary Prospectus Supplement, the Prospectus
or any amendments or supplements thereto.
(c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either of the two preceding paragraphs,
such person (the "indemnified party") shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying party") in
writing. An indemnifying party may participate at its own expense in the
defense of such action. If it so elects within a reasonable time after
receipt of such notice, an indemnifying party, jointly with any other
indemnifying parties receiving such notice, may, except as provided in the
immediately following sentence, assume the defense of such action, with
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related
to such proceeding. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to
the retention of such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying
party and the indemnified party and representation of both parties by the
same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall
not, in respect of the legal expenses of any indemnified party in connection
with any proceeding or related proceedings in the same jurisdiction, be
liable for the fees and expenses of more than one separate firm (in addition
to any local counsel) for all such indemnified parties and that all such fees
-21-
and expenses shall be reimbursed as they are incurred. Such firm shall be
designated in writing by Credit Suisse First Boston Corporation, in the case
of parties indemnified pursuant to paragraph (a) above, and by the Company or
the Guarantor, in the case of parties indemnified pursuant to paragraph (b).
The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes
an unconditional release of such indemnified party from all liability on
claims that are the subject matter of such proceeding.
(d) If the indemnification provided for in
paragraphs (a) and (b) of this Section 7 is unavailable to an indemnified
party or insufficient in respect of any losses, claims, damages or
liabilities referred to therein, then each indemnifying party under such
paragraph, in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company
and the Guarantor on the one hand and the Underwriters on the other hand from
the offering of the Offered Certificates or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of the Company and the Guarantor
on the one hand and of the Underwriters on the other hand in connection with
the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company and the Guarantor on the one hand
and the Underwriters on the other hand in connection with the offering of the
Offered Certificates shall be deemed to be in the same respective proportions
as the net proceeds from the offering of the Offered Certificates (before
deducting expenses) received by the Company and the total underwriting
discounts and commissions received by the Underwriters, in each case as set
forth in the table on the cover of the Prospectus, bear to the aggregate
public offering price of the Offered Certificates. The relative fault of the
Company and the Guarantor on the one hand and of the Underwriters on the
other hand shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or the Guarantor or by the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission. The Underwriters' respective obligations
-22-
to contribute pursuant to this Section 7 are several in proportion to the
respective principal amounts of Offered Certificates they have purchased
hereunder, and not joint.
(e) The Company, the Guarantor and the Underwriters
agree that it would not be just or equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation that does not take account of the equitable considerations
referred to in paragraph (d) above. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 7, no
Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Offered Certificates
underwritten by it and distributed to the public were offered to the public
exceeds the amount of any damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The remedies provided for in this Section 7
are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained
in this Section 7 and the representations and warranties of the Company or
the Guarantor contained in this Agreement shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement, (ii)
any investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter or by or on behalf of the Guarantor or Company,
its officers or directors or any person controlling the Guarantor or the
Company and (iii) acceptance of and payment for any of the Offered
Certificates.
Section 8. Termination of Agreement. (a) (i) This
Agreement shall be subject to termination in your absolute discretion, by
notice given to the Company, if after the execution and delivery of this
Agreement and prior to the Closing Date (A) trading generally shall have been
suspended or materially limited on the New York Stock Exchange or the Nasdaq
National Market, (B) trading of any securities of the Guarantor or the
Company shall have been suspended on any exchange or in any over-the-counter
market, (C) a general moratorium on commercial banking activities in New York
shall have been declared by either Federal or New York State authorities, or
(D) there shall have occurred any outbreak or escalation of hostilities
-23-
involving the United States or any calamity or crisis and (ii) in the case of
any of the events specified in clauses (i)(A) through (D), such event singly
or together with any other such event makes it, in your reasonable judgment,
impracticable to market the Offered Certificates on the terms or in the
manner contemplated in the Prospectus or inadvisable to enforce contracts for
the sale of the Offered Certificates.
(b) If this Agreement is terminated pursuant to this
Section, such termination shall be without liability of any party to any
other party, except to the extent provided in Section 6. Notwithstanding any
such termination, the provisions of Section 7 shall remain in effect.
(c) This Agreement may also terminate pursuant to the
provisions of Section 4, with the effect stated in such Section.
Section 9. Default. If, on the Closing Date any one or
more of the Underwriters shall fail or refuse to purchase Offered
Certificates that it has or they have agreed to purchase hereunder on such
date, and the aggregate principal amount of Offered Certificates which such
defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate principal amount of the
Offered Certificates to be purchased on such date, the other Underwriters
shall be obligated severally in the proportions that the principal amount of
Offered Certificates specified to be purchased by them on Schedule II bears
to the aggregate principal amount of Offered Certificates specified to be
purchased by all such non-defaulting Underwriters, or in such other
proportions as you may specify, to purchase the Offered Certificates which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase on such date; provided that in no event shall the principal amount
of Offered Certificates that any Underwriter has agreed to purchase pursuant
to Section 2 be increased pursuant to this Section 9 by an amount in excess
of one-ninth of such principal amount of Offered Certificates without the
written consent of such Underwriter. If on the Closing Date any Underwriter
or Underwriters shall fail or refuse to purchase Offered Certificates and the
aggregate principal amount of Offered Certificates with respect to which such
default occurs is more than one-tenth of the aggregate principal amount of
Offered Certificates to be purchased on such date, and arrangements
satisfactory to you and the Company for the purchase of such Offered
Certificates are not made within 36 hours after such default, this Agreement
shall terminate without liability on the part of any non-defaulting
Underwriter, the Company or the Guarantor, except that the Company and the
Guarantor will continue to be liable for the payment of expenses for any non-
defaulting Underwriter to the extent set forth in Section 6. In any such
case either you or the Company shall have the right to postpone the Closing
Date, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and in the Prospectus or in
any other documents or arrangements may be effected. Any action taken under
-24-
this paragraph shall not relieve any defaulting Underwriter from liability in
respect of any default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the Underwriters,
or any of them, because of any failure or refusal on the part of the
Guarantor or the Company to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any reason the Guarantor or the
Company shall be unable to perform its obligations under this Agreement, the
Company will reimburse the Underwriters or such Underwriters as have so
terminated this Agreement with respect to themselves, severally, for all out-
of-pocket expenses (including the reasonable fees and disbursements of their
counsel) reasonably incurred by such Underwriters in connection with this
Agreement or the offering contemplated hereunder.
Section 10. Counterparts. This Agreement may be signed in
two or more counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
Section 11. Governing Law and Time. This Agreement shall
be governed by and construed in accordance with the internal laws of the
State of New York. Specified times of the day refer to New York City time.
Section 12. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered, mailed, or transmitted by any standard form of telecommunication,
including telex or facsimile transmission. Notices to the Underwriters shall
be directed to Credit Suisse First Boston Corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Telephone No.: ▇▇▇-▇▇▇-▇▇▇▇, Facsimile No.: 212-
325-8278, Attention: Investment Banking Department -- Transaction Advisory
Group. Notices to the Company shall be directed to it by mail at Northwest
Airlines, Inc., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, with a copy
to Northwest Airlines Corporation at the same address, attention of the
Senior Vice President -- Finance and Treasurer, or by delivery to the Company
and the Guarantor at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, attention
of Vice President -- Finance and Treasurer.
Section 13. Parties. This Agreement is made solely for the
benefit of the Underwriters, the Company, the Guarantor and, to the extent
expressed, any person controlling the Company, the Guarantor or the
Underwriters within the meaning of Section 15 of the Securities Act, and
their respective executors, administrators, successors and assigns and no
other person shall acquire or have any right under or by virtue of this
Agreement. The term "successors and assigns" shall not include any
purchaser, as such purchaser, from the Underwriters of the Offered
Certificates.
-25-
Section 14. Headings. The headings of the sections of this
Agreement have been inserted for convenience of reference only and shall not
be deemed a part of this Agreement.
-26-
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us a counterpart hereof, whereupon
this instrument will become a binding agreement among the Company, the
Guarantor and each Underwriter in accordance with its terms.
Very truly yours,
NORTHWEST AIRLINES, INC.
By: ------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President & Assistant
Treasurer
NORTHWEST AIRLINES CORPORATION
By: -------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President & Assistant
Treasurer
Accepted as of the date first
above written:
Credit Suisse First Boston Corporation
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.
▇▇▇▇▇ Securities Inc.
U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc.
By: CREDIT SUISSE FIRST BOSTON CORPORATION
By:------------------------------------
Name:
Title:
-27-
EXHIBIT A-1
Form of Opinion of
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
(i) NWA Corp. has been duly incorporated and is validly
existing and in good standing as a corporation under the laws of the State of
Delaware and has full corporate power and authority to conduct its business
as described in the Registration Statement and the Prospectus.
(ii) The Basic Agreement and each Pass Through Trust
Agreement have been duly authorized, executed and delivered by NWA Corp. and
constitute valid and legally binding obligations of NWA Corp., the Company
and the Trustee enforceable against NWA Corp., the Company and the Trustee in
accordance with their terms.
(iii) The Basic Agreement has been duly qualified under
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act").
(iv) Assuming the Certificates have been duly authorized,
executed, authenticated and issued by the Trustee, upon payment and delivery
therefor in accordance with the Underwriting Agreement, the Certificates will
constitute valid and legally binding obligations of the Trustee enforceable
against the Trustee in accordance with their terms and entitled to the
benefits of the Applicable Pass Through Trust Agreement.
(v) No consent, approval, authorization, order,
registration or qualification of or with any federal or New York governmental
agency or body or any Delaware government agency or body acting pursuant to
the Delaware General Corporation Law or, to our knowledge, any federal or New
York court or any Delaware court acting pursuant to the Delaware General
Corporation Law is required for the valid authorization, issuance and
delivery of the Certificates, the valid authorization, execution and delivery
by the Company or NWA Corp. of, and the performance by the Company, and NWA
Corp. of their respective obligations under, the Basic Agreement, the
Supplemental Agreement, the Pass Through Trust Agreements, the Note Purchase
Agreement and the Underwriting Agreement, except such as have been obtained
and made under the Act and Trust Indenture Act and such as may be required
under state securities laws of the Federal Aviation Act of 1958, as amended
(the "Federal Aviation Act").
(vi) Although we are not aware of any judicial authority,
none of the Trusts is required to be registered under the Investment Company
Act of 1940, as amended (the "Investment Company Act"). None of NWA Corp. or
the Company is an "investment company" within the meaning of and subject to
regulation under the Investment Company Act.
-1-
(vii) Each of the Escrow Agreements and the Note Purchase
Agreement is a valid and binding obligation of the Paying Agent and the
Trustee that is a party thereto enforceable against such Paying Agent and
Trustee in accordance with its terms. The Note Purchase Agreement is a valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms.
(viii) Each of the Escrow Agreements creates a valid escrow
under New York law and a valid equitable interest in the escrowed property in
favor of the corresponding Trustee. Neither a New York court nor a United
States federal court applying New York law or the Bankruptcy Code (in the
case of a holder of an Escrow Receipt that is eligible for relief under
Section 109 of the Bankruptcy Code), if properly presented with the issue and
after having properly considered such issue, would permit any holder of an
Escrow Receipt to terminate the related Escrow Agreement, except in
accordance with its terms.
(ix) So long as an Escrow Agreement has not been
terminated and whether or not any insolvency proceeding has been commenced,
creditors of any person that is a holder of an Escrow Receipt issued under
the Escrow Agreement, a receiver, liquidator, or holder of a lien against the
assets of any such person, and any trustee in bankruptcy of such person (if
the person is eligible for relief under Section 109 of the Bankruptcy Code)
(collectively, the "Creditors") may acquire valid claims or liens, as to the
Deposits established under the Deposit Agreement and as to the related
Deposit Agreement and Escrow Agreement, only against the rights of the holder
of the Escrow Receipt under the Escrow Agreement and do not have, and may not
through the enforcement of such Creditors' rights acquire, any greater right
than the holder of the Escrow Receipt with respect to the Deposits, Deposit
Agreement or Escrow Agreement.
(x) No creditor of NWA Corp. or any of its subsidiaries,
and no holder of a lien against the assets of any such person, such as
trustees, receivers or liquidators (whether or not any insolvency proceeding
has been commenced), may acquire valid claims or liens as to the Deposits and
the related Deposit Agreements and Escrow Agreements.
(xi) The Intercreditor Agreement, the Liquidity
Facilities, the Policy Provider Agreement, the Policy and the Note Purchase
Agreement constitute valid and legally binding obligations of the
Subordination Agent, enforceable against the Subordination Agent in
accordance with its terms. The Intercreditor Agreement constitutes a valid
and legally binding obligation of each Trustee, enforceable against such
Trustee in accordance with its terms.
(xii) Except as disclosed in the Prospectus, and to our
knowledge, there are no pending or threatened actions, suits or proceedings
-2-
against NWA Corp. or any of its subsidiaries that are required to be
disclosed in the Registration Statement or the Prospectus that are not so
disclosed.
(xiii) The Registration Statement has become effective
under the Act, the Prospectus has been filed in accordance with Rule 424(b)
of the rules and regulations of the Commission under the Act and, to our
knowledge, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or threatened by the Commission.
(xiv) The statements made in the Registration Statement
and the Prospectus under the captions "Description of the Certificates",
"Description of the Policy and the Policy Provider Agreement", "Description
of the Deposit Agreements", "Description of the Escrow Agreements",
"Description of the Liquidity Facilities", "Description of the Intercreditor
Agreement" and "Description of the Equipment Notes" (other than the
statements made under the sub-caption "The Leases" about which we express no
opinion), insofar as they purport to constitute summaries of certain terms of
documents referred to therein, constitute accurate summaries of the terms of
such documents in all material respects.
(xv) The statements made in the Registration Statement
and the Prospectus under the caption "ERISA Considerations", insofar as such
statements purport to summarize certain legal matters referred to therein,
constitute accurate summaries thereof in all material respects.
(xvi) The Underwriting Agreement has been duly authorized,
executed and delivered by NWA Corp.
(xvii) Each of the Escrow Agreements, the Deposit
Agreements and the Note Purchase Agreement is a valid and binding obligation
of the Escrow Agent enforceable against the Escrow Agent in accordance with
its terms.
(xviii) Assuming the Escrow Receipts applicable to an Escrow
Agreement have been duly authorized, executed and issued by the Escrow Agent,
upon delivery to the Depositary on behalf of the Escrow Agent of the initial
escrow amount specified in such Escrow Agreement, such Escrow Receipts will
be entitled to the benefits of such Escrow Agreement.
Such counsel may state that its opinion as set forth in
paragraphs (ii), (iv), (vii), (xi), (xvii) and (xviii) are subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or similar laws affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing. In addition such
-3-
counsel shall also state that they have not independently verified the
accuracy, completeness or fairness of the statements made or included in the
Registration Statement, the Prospectus or (i) the Annual Report on Form 10-K
of the Guarantor for the fiscal year ended December 31, 1999, (ii) the
Quarterly Report on Form 10-Q of the Guarantor for the fiscal quarter ended
March 31, 2000 or (iii) the Current Report on Form 8-K of the Guarantor,
dated January 18, 2000 (collectively, the "Exchange Act Documents") and take
no responsibility therefor, except as and to the extent set forth in
paragraphs (xiv) and (xv) above, and in the course of the preparation by the
Company and the Guarantor of the Registration Statement and the Prospectus
(excluding the Exchange Act Documents), such counsel participated in
conferences with certain officers and employees of the Company and the
Guarantor, with representatives of the independent public accountants for the
Company and the Guarantor and with counsel to the Company and the Guarantor.
Such counsel may state that they did not prepare the Exchange Act Documents,
however, such counsel discussed the Exchange Act Documents with the Company
and the Guarantor and with counsel to the Company and the Guarantor prior to
their filing with the Commission, and, based upon such counsel's examination
of the Registration Statement, the Prospectus and the Exchange Act Documents,
such counsel's investigations made in connection with the preparation of the
Registration Statement and the Prospectus (excluding the Exchange Act
Documents) and such counsel's participation in the conferences referred to
above, (i) such counsel is of the opinion that the Registration Statement, as
of its effective date, and the Prospectus (excluding the Exchange Act
Documents), as of June 21, 2000, complied as to form in all material respects
with the requirements of the Securities Act, the Trust Indenture Act and the
applicable rules and regulations of the Commission thereunder and that the
Exchange Act Documents complied as to form when filed in all material
respects with the requirements of the Exchange Act and the applicable rules
and regulations of the Commission thereunder, except that in each case such
counsel may state that it expresses no opinion with respect to the financial
statements or other financial data contained or incorporated by reference in
the Registration Statement, the Prospectus or the Exchange Act Documents, and
(ii) such counsel has no reason to believe that the Registration Statement,
at the time such Registration Statement became effective (including the
Exchange Act Documents on file with the Commission on such effective date)
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading or that the Prospectus (including the
Exchange Act Documents) as of June 21, 2000, or as of the Closing Date
contains an untrue statement of a material fact or omits to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that in each
case such counsel may state that it expresses no belief with respect to the
financial statements and other financial data contained or incorporated by
-4-
reference in the Registration Statement, the Prospectus or the Exchange Act
Documents.
Insofar as the opinions expressed by such counsel relate to
or are dependent upon matters governed by the laws of the State of Minnesota,
such counsel may state that it has relied upon the opinion of the Office of
the General Counsel of the Company, delivered to you concurrently with such
counsel's opinion.
-5-
EXHIBIT A-2
Form of Opinion of
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇
(i) The statements set forth under "Description of
Equipment Notes -- The Leases and Certain Provisions of the Owned Aircraft
Indentures" in the Prospectus Supplement, insofar as they purport to
constitute summaries of certain terms of the Form Aircraft Financing
Documents referred to in such caption, constitute accurate summaries of such
terms of the Form Aircraft Financing Documents in all material respects.
(ii) The statements set forth under "Description of the
Equipment Notes -- Remedies" in the Prospectus Supplement, insofar as such
statements purport to summarize provisions of Section 1110 of the Bankruptcy
Code, provide a fair summary of such provisions.
(iii) The statements made in the Prospectus Supplement
under the caption "Certain U.S. Federal Income Tax Consequences", insofar as
such statements purport to summarize certain legal matters referred to
therein, constitute accurate summaries thereof in all material respects.
(iv) The Trust created by each Applicable Pass Through
Trust Agreement will not be classified as an association or a publicly traded
partnership taxable as a corporation for federal income tax purposes and will
not be subject to federal income tax.
-1-
EXHIBIT B
Form of Opinion of the General Counsel
of the Guarantor and the Company
(i) The Company has been duly incorporated, is validly
existing and in good standing under the laws of the State of Minnesota with
corporate power and corporate authority under such laws to own, lease and
operate its properties and conduct its business as described in the
Prospectus and to perform its obligations under the Underwriting Agreement,
the Pass Through Agreements and the Operative Documents to which the Company
is, or is to be, a party.
(ii) The Company is duly qualified to transact business
as a foreign corporation and is in good standing in each other jurisdiction
in which it owns or leases property of a nature, or transacts business of a
type, that would make such qualification necessary, except where the failure
to so qualify or be in good standing would not have a Material Adverse
Effect.
(iii) The Guarantor is duly qualified to transact business
as a foreign corporation and is in good standing in the State of Minnesota.
(iv) The Company is a "citizen of the United States" (as
defined in Section 40102(a)(15) of Title 49 of the United States Code) and is
an air carrier operating under a certificate issued by the Secretary of
Transportation pursuant to Chapter 447 of Title 49, United States Code, for
aircraft capable of carrying 10 or more individuals or 6,000 pounds or more
of cargo; there is in force with respect to the Company an air carrier
operating certificate issued pursuant to Part 121 of the regulations under
the Federal Aviation Act; all of the outstanding shares of capital stock of
the Company have been duly authorized and validly issued and are fully paid
and non-assessable and are owned by the Guarantor, indirectly through
Northwest Airlines Holdings Corporation and NWA Inc., each a Delaware
corporation, free and clear of any pledge, lien, security interest, charge,
claim, equity or encumbrance of any kind.
(v) To my knowledge, except as disclosed in the Exchange
Act Documents, there are no statutes or regulations, or any pending or
threatened legal or governmental proceedings, required to be described in the
Prospectus that are not described as required, nor any contracts or documents
of a character required to be described or referred to in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration
Statement that are not described, referred to or filed as required.
-1-
(vi) The execution and delivery by the Guarantor and/or
the Company, as the case may be, of the Underwriting Agreement and the
Operative Documents to which each, as the case may be, is a party, the
issuance and sale of the Offered Certificates, the issuance of the Escrow
Receipts attached to the Offered Certificates, the consummation by the
Guarantor and/or the Company of the transactions contemplated therein and
compliance by the Guarantor and/or the Company, as the case may be, with the
terms thereof, do not and will not result in any violation of the charter or
by-laws of the Guarantor or the Company, and do not and will not result in a
breach of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance
(except for Permitted Liens) upon any property or assets of the Guarantor or
the Company under (A) any indenture, mortgage, loan agreement, note, lease or
other agreement or instrument included or incorporated by reference as an
exhibit to the Exchange Act Documents (except for such breaches, defaults,
liens, charges or encumbrances that would not have a Material Adverse Effect)
or included as an exhibit to the Registration Statement (except for such
breaches, defaults, liens, charges or encumbrances that would not have a
Material Adverse Effect), (B) any existing law, rule or regulation of the
State of Minnesota or the United States of America applicable to the
Guarantor or the Company (other than the securities or Blue Sky laws of the
State of Minnesota, as to which laws I express no opinion), or (C) any
judgment, order or decree of any government, governmental instrumentality or
court, domestic or foreign, known to me and having jurisdiction over the
Guarantor or the Company or any of their respective properties.
(vii) Under any provision of law or regulation applicable
to the Company or the Guarantor of the State of Minnesota or the United
States of America, no authorization, approval, consent, order or license of
or filing with or notice to any governmental agency or body or any court is
required for the valid authorization, issuance and delivery of the Offered
Certificates, the issuance of the Escrow Receipts attached to the Offered
Certificates, the valid authorization, execution and delivery by the
Guarantor or the Company of, and the performance by the Company and the
Guarantor of their respective obligations under, the Underwriting Agreement
and the Operative Documents, except such as are required under the securities
or Blue Sky laws of the State of Minnesota.
(viii) The Underwriting Agreement has been duly authorized,
executed and delivered by the Company.
(ix) The Exchange Act Documents (except for the financial
statements and schedules and other financial data included or incorporated by
reference therein or omitted therefrom, as to which I express no opinion), as
of the dates they were filed with the Commission, complied as to form in all
material respects with the requirements of the Exchange Act.
-2-
In addition, counsel shall state that such counsel or
lawyers on his staff have participated in the preparation of the Registration
Statement, the Prospectus and the Exchange Act Documents and have
participated in conferences with certain officers and employees of the
Company and the Guarantor, counsel employed by the Company and the Guarantor,
representatives of the independent public accountants for the Company and the
Guarantor, representatives of the Underwriters and counsel for the
Underwriters, at which conferences the contents of the Registration Statement
and Prospectus and related matters were discussed. Such counsel shall also
state that, although such counsel is not passing upon and does not assume any
responsibility for the accuracy, completeness or fairness of the statements
contained in the Registration Statement, the Prospectus or the Exchange Act
Documents and has not made any independent check or verification thereof, on
the basis of the participation of such counsel or lawyers on his staff in the
conferences referred to above and their examination of the Registration
Statement, the Prospectus and the Exchange Act Documents, nothing has come to
such counsel's attention that leads him to believe that the Registration
Statement, as of the effective date hereof (including the Exchange Act
Documents on file with the Commission on such effective date) contained an
untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or the Prospectus (including the Exchange Act Documents) as of
its date or at the Closing Date contained or contains an untrue statement of
a material fact or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except that such counsel need express
no opinion with respect to the financial statements, schedules and other
financial data included or incorporated or deemed to be incorporated by
reference in the Registration Statement or Prospectus or with respect to the
Statement of Qualification on Form T-1.
-3-
EXHIBIT C
Form of Opinion of
▇▇▇▇▇▇▇ ▇▇▇▇ LLP
(i) State Street is a national banking association;
validly formed and authorized to operate as a national banking association
under the laws of the United States of America and, in its individual
capacity or as Pass Through Trustee as the case may be, has the requisite
corporate and trust power and authority to execute, deliver and perform its
obligations under the Operative Documents to which it is a party and, in its
capacity as Pass Through Trustee, to issue and execute the Certificates
delivered on the date hereof.
(ii) State Street, in its individual capacity or as Pass
Through Trustee, as the case may be, has duly authorized the Operative
Documents to which it is a party, and has duly executed and delivered the
Operative Documents to which it is a party, which constitute valid and
binding obligations of State Street, in its individual capacity or as Pass
Through Trustee, as the case may be, enforceable against State Street, in its
individual capacity or as Pass Through Trustee, as the case may be, in
accordance with their respective terms.
(iii) The Certificates issued on the date hereof have been
duly authorized and validly executed, authenticated, issued and delivered by
State Street, in its capacity as Pass Through Trustee, pursuant to the Pass
Through Trusts, and such Certificates constitute valid and binding
obligations of State Street, in its capacity as Pass Through Trustee,
enforceable against State Street, as Pass Through Trustee, in accordance with
their respective terms and the holders of such Certificates are entitled to
the benefits of the Pass Through Trusts.
(iv) The authorization, execution, delivery and
performance by State Street, in its individual capacity or as Pass Through
Trustee, as the case may be, of the Operative Documents to which it is a
party and the consummation of the transactions therein contemplated and
compliance with the terms thereof and issuance on the date hereof of the
Certificates under the Pass Through Trusts do not and will not result in the
violation of the provisions of the charter documents or by-laws of State
Street and, to the best of our knowledge, do not conflict with, or result in
a breach of any terms or provisions of, or constitute a default under, or
result in the creation or the imposition of any lien, charge or encumbrance
upon any property or assets of State Street under any indenture, mortgage or
other agreement or instrument, in each case known to us, to which State
Street is a party or by which it is bound, or violates any applicable
Connecticut or federal law, rule or regulation governing State Street's
-1-
banking or trust powers, or, to the best of our knowledge, of any judgment,
order or decree, in each case known to us, applicable to State Street of any
court, regulatory body, administrative agency, government or governmental
body having jurisdiction over State Street.
(v) No authorization, approval, consent, license or
order of, giving of notice to, registration with, or taking of any other
action in respect of, any federal or state governmental authority or agency
pursuant to any federal or Connecticut law governing the banking or trust
powers of State Street is required for the authorization, execution, delivery
and performance by State Street, in its individual capacity or as Pass
Through Trustee, as the case may be, of the Operative Documents to which it
is a party or the consummation of any of the transactions by State Street, in
its individual capacity or as Pass Through Trustee, as the case may be,
contemplated thereby or the issuance of the Certificates on the date hereof
under the Pass Through Trusts (except as shall have been duly obtained, given
or taken); and such authorization, execution, delivery, performance,
consummation and issuance do not conflict with or result in a breach of the
provisions of any such law.
(vi) There are no taxes, fees or other governmental
charges payable under the laws of the State of Connecticut or any political
subdivision of such state in connection with the execution and delivery by
State Street, in its individual capacity or as Pass Through Trustee, as the
case may be, of the Operative Documents (except for taxes on any fees payable
to State Street in its individual capacity) or in connection with the
issuance, execution and delivery of the Certificates issued on the date
hereof by State Street, as Pass Through Trustee, pursuant to the Pass Through
Trusts (except for taxes on any fees payable to State Street its individual
capacity).
(vii) The statements in the June 21, 2000 Prospectus
Supplement to the Northwest Airlines, Inc. Prospectus dated June 7, 1999
under the caption "Certain Connecticut Taxes" to the extent that they
constitute matters of law or legal conclusions with respect thereto, have
been reviewed by us and are correct in all material respects.
(viii) To our knowledge, but without having investigated
any governmental records or court dockets, and without having made any other
independent investigation, there are no proceedings pending or overtly
threatened in writing against or affecting State Street in any court or
before any governmental authority, agency, arbitration board or tribunal
which, if adversely determined, individually or in the aggregate, could
reasonably be expected to affect materially and adversely the Pass Through
Trusts or affect the right, power and authority of State Street, in its
individual capacity or as Pass Through Trustee, as the case may be, to enter
-2-
into or perform its obligations under the Operative Documents to which it is
a party or to issue the Certificates on the date hereof.
(ix) State Street Bank and Trust Company ("SSB") is a
Massachusetts trust company, validly formed and authorized to operate as a
state-chartered trust company under the laws of the Commonwealth of
Massachusetts and, in its individual capacity or as Subordination Agent or
Paying Agent, as the case may be, has the requisite corporate and trust power
and authority to execute, deliver and perform its obligations under the
Operative Documents to which it is a party.
(x) SSB, in its individual capacity or as Subordination
Agent or Paying Agent, as the case may be, has duly authorized the Operative
Documents to which it is a party, and has duly executed and delivered the
Operative Documents to which it is a party, which constitute valid and
binding obligations of SSB, in its individual capacity or as Subordination
Agent or Paying Agent, as the case may be, enforceable against SSB, in its
individual capacity or as Subordination Agent or Paying Agent, as the case
may be, in accordance with their respective terms.
(xi) The authorization, execution, delivery and
performance by SSB, in its individual capacity or as Subordination Agent or
Paying Agent, as the case may be, of the Operative Documents to which it is a
party and the consummation of the transactions therein contemplated and
compliance with the terms thereof do not and will not result in the violation
of the provisions of the charter documents or by-laws of SSB and, to the best
of our knowledge, do not conflict with, or result in a breach of any terms or
provisions of, or constitute a default under, or result in the creation or
the imposition of any lien, charge or encumbrance upon any property or assets
of SSB under any indenture, mortgage or other agreement or instrument, in
each case known to us, which SSB is a party or by which it is bound, or
violates any applicable Massachusetts or federal law, rule or regulation
governing SSB's banking or trust powers, or, to the best of our knowledge, of
any judgment, order or decree, in each case known to us, applicable to SSB of
any court, regulatory body, administrative government or governmental body
having jurisdiction over SSB.
(xii) No authorization, approval, consent, license or
order of, giving of notice to, registration with, or taking of any other
action in respect of, any federal or state governmental authority or agency
pursuant to any federal or Massachusetts law governing the banking or trust
powers of SSB is required for the authorization, execution, delivery and
performance by SSB, in its individual capacity or as Subordination Agent or
Paying Agent, as the case may be, of the Operative Documents to which it is a
party or the consummation of any of the transactions by SSB, in its
individual capacity or as Subordination Agent or Paying Agent, as the case
may be, contemplated thereby (except as shall have been duly obtained, given
-3-
or taken); and such authorization, execution, delivery, performance,
consummation and issuance do not conflict with or result in a breach of the
provisions of any such law.
(xiii) There are no taxes, fees or other governmental
charges payable under the laws of the Commonwealth of Massachusetts or any
political subdivision of such state in connection with the execution and
delivery by SSB, in its individual capacity or as Subordination Agent or
Paying Agent, as the case may be, of the Operative Documents (except for
taxes on any fees payable to State Street in its individual capacity) and
there are no taxes, fees or other governmental charges payable by the
Subordination Agent imposed by the Commonwealth of Massachusetts or any
political subdivision of state in connection with the acquisition, possession
or ownership by the Subordination Agent of any of the Equipment Notes (except
for taxes on any fees payable to State Street in its individual capacity).
(xiv) To our knowledge, but without having investigated
any governmental records or court dockets, and without having made any other
independent investigation, there are no proceedings pending or overtly
threatened in writing against or affecting SSB in any court or before any
governmental authority, agency, arbitration board or tribunal which, if
adversely determined, individually or in the aggregate, could reasonably be
expected to affect materially and adversely the Pass Through Trusts or affect
the right, power and authority of State Street, in its individual capacity or
as Subordination Agent or the Paying Agent, as the case may be, to enter into
or perform its obligations under the Operative Documents to which it is a
party.
-4-
EXHIBIT D
Form of Opinion of
▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
(i) The Escrow Agent is a national banking association
duly organized and validly existing in good standing under the laws of the
United States and has the full corporate power, authority and legal right
under the laws of the United States of America pertaining to its banking,
trust and fiduciary powers to conduct its business and operations as
currently conducted and to enter into, execute and deliver the Operative
Documents (as defined in the Underwriting Agreement) to which the Escrow
Agent is a party (the "Transaction Documents") and the Escrow Receipts and
perform its obligations thereunder.
(ii) The execution, delivery and performance by the
Escrow Agent of the Transaction Documents and the Escrow Receipts, the
consummation by the Escrow Agent of the transactions contemplated thereby and
compliance by the Escrow Agent with the terms thereof (i) have been duly
authorized by all necessary corporate action on the part of the Escrow Agent
and do not require any stockholder approval or consent of any trustee or
holder of any indebtedness or obligations of the Escrow Agent, (ii) do not
and will not contravene, or result in a breach of or constitute any default
under its charter documents or by-laws, or the provisions of any indenture,
mortgage, contract or other agreement known to us, to which it is party or by
which it or any of its properties is or may be bound or affected and (iii)
does not and will not contravene any law or governmental rule or regulation
of the United States of America or the State of Utah, or any order, judgment,
injunction or decree known to us and applicable to or binding on the Escrow
Agent or by which any of its properties is bound, or require the consent or
approval of, the giving of notice to, or the registration with, or the taking
of any action in respect of, or under, the laws of the United States of
America or the laws of the State of Utah or any subdivision or agency
thereof.
(iii) Each of the Transaction Documents and the Escrow
Receipts has been duly executed and delivered by the Escrow Agent and
assuming that each such agreement is the legal, valid and binding obligation
of each other party thereto, is the legal, valid and binding obligation of
the Escrow Agent, enforceable against the Escrow Agent in accordance with its
terms.
(iv) To our knowledge, there are no pending or threatened
actions, suits, investigations or proceedings (whether or not purportedly on
behalf of the Escrow Agent) against or affecting the Escrow Agent or any of
its property before or by any court or administrative agency which,
-1-
individually or in the aggregate, if adversely determined, (A) would
adversely affect the ability of the Escrow Agent to perform its obligations
under any of the Transaction Documents or the Escrow Receipts or (B) would
call into question or challenge the validity of the Transaction Documents or
the Escrow Receipts or the enforceability thereof.
-2-
EXHIBIT E-1
Form of Opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇,
as special counsel for the Liquidity Provider
Assuming that under the law of Switzerland the contractual
obligations incurred by virtue of the execution and delivery of the Liquidity
Agreements for and on behalf of the Branch are the obligations of CSFB, and
that CSFB has no defenses against the performance of such obligations which
are based on the fact that CSFB had acted through the Branch in executing and
delivering the Liquidity Agreements, then, under New York law, the Liquidity
Agreements constitute the legal, valid and binding obligations of CSFB,
enforceable in accordance with their respective terms.
Such opinion is subject to (a) the effect of applicable
liquidation, receivership, bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally, and (b) the effect of general principles of equity (regardless of
whether considered in proceedings in equity or at law).
-1-
EXHIBIT E-2
Form of Opinion of Swiss in-house
counsel for the Liquidity Provider
(i) The Liquidity Provider is a banking corporation duly
organized and validly existing under the laws of Switzerland and has the
corporate power and authority to execute, deliver and perform its obligations
under the Liquidity Agreements and the Intercreditor Agreement.
(ii) The Liquidity Agreements and the Intercreditor
Agreement have been duly authorized by the Liquidity Provider and, when duly
executed and delivered by two authorized officers of the New York Branch,
will constitute the legal, valid and binding obligations of the Liquidity
Provider, enforceable in accordance with their terms, subject as to
enforcement to bankruptcy, insolvency, liquidation, reorganization,
moratorium or other similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies as the same may be applied in
the event of the bankruptcy, insolvency, liquidation, reorganization, or
similar situation applicable to the Liquidity Provider or a moratorium
applicable to the Liquidity Provider. Further, such obligations will rank
equally with general deposits and all other unsecured indebtedness of the
Liquidity Provider whether now or hereafter outstanding which are not
contractually subordinated to the payment of such obligations or entitled to
statutory priority.
(iii) Any final money judgment for a fixed and definite
sum by a competent New York or United States Court sitting in New York
obtained against the Liquidity Provider and based upon the Liquidity
Agreements and/or the Intercreditor Agreement will, upon request, be declared
valid and enforceable by the competent courts of Switzerland, if such
judgment is not subject to appeal and is enforceable according to the laws of
the State of New York or United States Federal law, provided, however, that
such judgment will not be enforced if its contents are in violation of
fundamental principles of the Swiss legal system ordere public or if it has
been rendered in violation of such principles. I know of no reason why such
a judgment in this case would be in violation of such fundamental principles.
In addition, enforcement may be refused if one party proves (i) that it was
not duly summoned according to the law of its domicile or according to the
law of its ordinary residence except where it made an appearance in the
proceedings without reservation, (ii) that the foreign decision was rendered
in violation of fundamental principles of Swiss procedural law, in particular
that the right to be heard was denied, or (iii) that a proceeding involving
the same parties and same subject matter was first brought in Switzerland, or
adjudicated in Switzerland, or that it was earlier adjucated in a third state
and that this decision is recognizable in Switzerland. As a general rule, it
-1-
can be stated that decisions of United States Courts and of Courts of the
State of New York are enforceable in Switzerland.
(iv) The beneficiary under the Liquidity Agreements
and/or the Intercreditor Agreement will alternatively be able to proceed
against the Liquidity Provider's Head Office in Zurich, Switzerland, if the
New York Branch defaults in its obligations under the Liquidity Agreements
and/or the Intercreditor Agreement.
-2-
EXHIBIT E-3
Form of Opinion of U.S. in-house
counsel for the Liquidity Provider
(i) The Branch is duly qualified to conduct banking
business in the State of New York and has the power and authority to enter
into and perform its obligations under the Agreements.
(ii) The Agreements have been duly authorized, executed
and delivered by the Branch.
(iii) No consent, approval, authorization, or order of, or
filing with, any governmental agency or body or any court of the United
States of America or the State of New York is required for the valid
execution and delivery by the Branch of the Agreements and for the
consummation of the transactions contemplated therein, except such as have
been obtained.
(iv) The execution and delivery by the Branch of the
Agreements and the consummation of the transactions contemplated therein will
not violate any law, governmental rule or regulation of the United States of
America or the State of New York or the articles of association or by-laws of
the Branch, or to the best of my knowledge, any order, writ, injunction or
decree of any court or governmental agency against it.
(v) To the best of my knowledge after due inquiry, there
are no pending or threatened actions, suits, investigations or proceedings
(whether or not purportedly on behalf of the Branch) against or affecting the
Branch or any of its property before or by any court or administrative agency
which, individually or in the aggregate, if adversely determined, (i) would
materially and adversely affect the Branch's ability to perform its
obligations under the Agreements or (ii) would call into question or
challenge the validity of the Agreements or the enforceability thereof. For
purposes of the opinion set forth in this paragraph, I have not regarded any
legal or governmental actions, investigations or proceedings to be
"threatened" unless the potential litigant or governmental authority has
manifested to the Branch a present intention to initiate such proceedings.
-3-
EXHIBIT F-1
Form of Opinion of
Clifford Chance
(i) ABN AMRO Bank N.V. is duly registered with the
Commercial Register of the Amsterdam Chamber of Commerce as (i) a public
company with limited liability (naamloze vennootschap), (ii) incorporated on
29 March 1824 and (iii) validly existing under the laws of The Netherlands
and has the corporate power under the laws of The Netherlands to enter into
the Transaction Documents and to perform its obligations thereunder through
its Chicago Branch.
(ii) The execution, delivery and performance of the
Transaction Documents by ABN AMRO Bank N.V. have been duly authorized by all
necessary corporate action on the part of ABN AMRO Bank N.V. and do not
contravene any provision of applicable law or regulation in The Netherlands
or of the Articles of Association and no further authorization by or any
corporate action of ABN AMRO Bank N.V. is required in connection with the
execution, delivery and performance by it of the Transaction Documents.
(iii) Assuming the Transaction Documents constitute legal,
valid and binding obligations under the laws of the State of New York, and
assuming due authorization, execution and delivery thereof by all other
parties to such Transaction Documents, the Transaction Documents, when
executed and delivered by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ of ABN AMRO
Bank N.V., will constitute legal, valid and binding obligations of ABN AMRO
Bank N.V. enforceable against ABN AMRO Bank N.V. in accordance with their
terms, except as such enforceability may be limited by bankruptcy,
insolvency, liquidation, reorganization, moratorium or other similar laws
affecting the rights of creditors against ABN AMRO Bank N.V. generally, as
the same may be applied in the event of bankruptcy, insolvency, liquidation
or reorganization of, or other similar occurrence with respect to, ABN AMRO
Bank N.V. or in the event of a moratorium or similar occurrence affecting ABN
AMRO Bank N.V., and subject to the provisions of Chapter X of the Act on the
Supervision of the Credit System 1992 (Wet Toezicht Kredietwezen 1992)
regarding emergency measures for credit institutions in The Netherlands.
(iv) No consent, approval, authorization or order of, or
filing with any governmental authority or body or any court in The
Netherlands is required as a condition to the enforceability of ABN AMRO Bank
N.V.'s obligations under the Transaction Documents.
(v) The courts of The Netherlands will observe and give
effect to the choice of the laws of the State of New York as the laws
governing the Transaction Documents in any proceedings in relation thereto on
-1-
the basis and within the scope of and subject to the limitations imposed by
the 1980 Rome Convention on the Law Applicable to Contractual Obligations
(the "Rome Convention").
With the express reservation that as Dutch lawyers we are
not qualified to assess the exact meaning and consequences of the terms of
the Transaction Documents under the laws of the State of New York, on the
face of such document we are not aware of any provision that is likely to be
manifestly incompatible with Netherlands' public policy (a limitation on the
chosen law arising under article 16 Rome Convention) or that is likely to
give rise to situations where mandatory rules of Netherlands' law will
prevail over the chosen law of such document (a limitation on the chosen law
arising under article 7 Rome Convention). It should also be noted that we
are not aware of any published order, ruling or decision of a Netherlands'
court, in which such a court has given overriding effect to foreign mandatory
rules pertaining to a law other than the chosen (or applicable) law or
Netherlands' law (a limitation on the chosen law arising under article 7(1)
Rome Convention) in commercial or financial litigation brought before such
courts.
(vi) In the absence of an applicable treaty or convention
providing for the recognition and enforcement of judgments in civil and
commercial matters which is binding in The Netherlands, a judgment rendered
by a foreign court against ABN AMRO Bank N.V. will not be recognized and
enforced by the courts of The Netherlands and in order to obtain a judgment
that is enforceable against ABN AMRO Bank N.V., it will be necessary to
relitigate the matter before the competent court of The Netherlands and to
submit the judgment rendered by the foreign court in the course of such
proceedings, in which case the Netherlands' court may give such effect to the
foreign judgment as it deems appropriate. There are no treaties between The
Netherlands and the United States of America on the recognition and
enforcement of civil or commercial judgments. However, according to current
practice, based upon case law, Netherlands' courts will in all probability
recognize, give "res judicata" to and render a judgment in accordance with a
foreign judgment if and to the extent that the following conditions are met:
(a) the foreign court rendering the judgment has
jurisdiction over the matter on internationally acceptable grounds
(e.g. if the parties have agreed, for example in a contract, to
submit their disputes to the foreign court) and has conducted the
proceedings in accordance with generally accepted principles of fair
trial (e.g. after proper service of process);
(b) the foreign judgment is final and definite; and
-2-
(c) such recognition is not in conflict with
Netherlands' public policy (i.e. a fundamental principle of Dutch
law) or an existing Netherlands' judgment.
(vii) Assuming that under the laws of the State of New
York to which they are expressed to be subject, and any other relevant laws
(other than those of The Netherlands) the Transaction Documents constitute
general unsecured and unsubordinated obligations of ABN AMRO Bank N.V., the
payment obligations of ABN AMRO Bank N.V. under the Transaction Documents
rank at least pari passu with all other unsecured and unsubordinated
obligations of ABN AMRO Bank N.V. (other than those obligations preferred by
mandatory operation of law and the exception of any rights of set-off or
counter-claim which may be asserted against ABN AMRO Bank N.V.).
(viii) Under the laws of The Netherlands, the submission to
the jurisdiction of the courts of the State of New York, the courts of the
United States of America for the Southern District of New York and the
appellate courts, contained in Section 14 of the Indemnity Agreement
constitutes an effective submission by ABN AMRO Bank N.V. to the jurisdiction
of such courts.
(ix) Payments of interest and principal in respect of the
Deposits may be made free of withholding or deduction for or on account of
any taxes of whatsoever nature imposed, levied, withheld, or assessed by The
Netherlands or any political subdivision or taxing authority thereof or
therein.
-3-
EXHIBIT F-2
Form of Opinion of ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
as U.S. counsel for the Depositary
(i) Each of the Deposit Agreements constitutes the
legal, valid and binding obligation of ABN AMRO enforceable against it in
accordance with its terms, except as such enforceability is limited by
(i) bankruptcy, receivership, conservatorship, insolvency, fraudulent
transfer, liquidation, reorganization, moratorium or other laws affecting
creditors' rights and remedies generally from time to time in effect as the
same may be applied in the event of the bankruptcy, receivership,
conservatorship, insolvency, moratorium, liquidation, reorganization or
similar situation of any such party, or other similar occurrence with respect
to any such party or by laws affecting the rights of creditors or depository
institutions, (ii) the possible judicial application of foreign laws or
governmental action affecting creditors' rights generally, (iii) general
principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law), public policy and applicable law
relating to fiduciary duties, and (iv) any implied covenant of good faith and
fair dealing.
(ii) ABN AMRO Bank N.V. is licensed by the Office of
Banks and Real Estate of the State of Illinois to maintain its office at ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Branch"), in accordance with the
banking law of the State of Illinois and the Branch has the full power,
authority and legal right to execute and deliver the Deposit Agreements.
(iii) The execution, delivery and performance by ABN AMRO
of the Deposit Agreements, and the consummation of the transactions
contemplated therein do not violate any banking law, or any governmental rule
or regulation relating thereto, of the United States of America, the State of
Illinois or the State of New York.
(iv) No authorization, consent, approval or other action
by, and no notice to or filing with, any banking authority or regulatory body
of the United States of America, the State of Illinois or the State of New
York is required for the due execution, delivery and performance by ABN AMRO
of the Deposit Agreements other than administrative and ministerial filings
which ABN AMRO is obligated to make in the ordinary course of its business
(which filings we have assumed have been and will continue to be made in a
timely manner).
(v) The payment obligations of ABN AMRO under the
Deposit Agreements constitute unsecured and unsubordinated obligations of ABN
AMRO.
-1-
EXHIBIT G-1
Form of Opinion of ▇▇▇▇ ▇▇▇▇▇▇▇,
as counsel for the Policy Provider
(i) MBIA is a corporation validly existing, in good
standing and licensed to transact the business of surety and financial
guaranty insurance under the laws of the State of New York.
(ii) MBIA has the corporate power to execute and deliver,
and to take all action required of it under the Policy, the Insurance
Agreement, the Indemnification Agreement and the Intercreditor Agreement.
(iii) Except as have already been obtained, no
authorization, consent, approval, license, formal exemption, or declaration
from, nor any registration or filing with, any court or governmental agency
or body of the United States of America or the State of New York, which if
not obtained would affect or impair the validity or enforceability of the
Policy, the Insurance Agreement, the Indemnification Agreement or the
Intercreditor Agreement against MBIA, is required in connection with the
execution and delivery by MBIA of the Policy, the Insurance Agreement, the
Indemnification Agreement, the Intercreditor Agreement or in connection with
MBIA's performance of its obligations thereunder.
(iv) The Policy, the Insurance Agreement, the
Indemnification Agreement and the Intercreditor Agreement have been duly
authorized, executed and delivered by MBIA, and the Policy and, assuming due
authorization, execution and delivery of the Insurance Agreement, the
Indemnification Agreement and the Intercreditor Agreement by the parties
thereto (other than MBIA), the Insurance Agreement, the Indemnification
Agreement and the Intercreditor Agreement, constitute the legally valid and
binding obligations of MBIA, enforceable against MBIA in accordance with
their respective terms subject, as to enforcement, to (a) bankruptcy,
reorganization, insolvency, moratorium and other similar laws relating to or
affecting the enforcement of creditors' rights generally, including, without
limitation, laws relating to fraudulent transfers or conveyances,
preferential transfers and equitable subordination, presently or from time to
time in effect and general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law), as such laws
may be applied in any such proceeding with respect to MBIA, (b) the
qualification that the remedy of specific performance may be subject to
equitable defenses and to the discretion of the court before which any
proceedings with respect thereto may be brought, and (c) the enforceability
of rights to indemnification under the Indemnification Agreement may be
subject to limitations of public policy under applicable securities laws.
-1-
(v) The Policy is not required to be registered under
the Securities Act of 1933, as amended.
EXHIBIT G-2
Form of Opinion of In-house Counsel
for the Policy Provider
(i) The execution, delivery or performance by MBIA of
the Insurance Policy, the Insurance Agreement, the Indemnification Agreement
and the Intercreditor Agreement (the "Relevant Documents"), the consummation
of the transactions contemplated therein and the compliance with the
Insurance Policy will not, and the consummation of the transactions
contemplated thereby and the satisfaction of the terms or provisions thereof
does not and will not (a) violate any law of the State of New York or any
federal laws of the United States, statute or any order, writ, injunction, or
decree of which I am aware of any court or governmental authority or body to
which MBIA or any of its properties may be subject, (b) conflicts or will
conflict with or results or will result in any breach of any of the terms or
provisions of, or constitutes or will constitute a default under, or result
in the creation or imposition of any lien, charge or encumbrance upon any
property of MBIA under, any contract, agreement or instrument to which MBIA
is a party or by which it or any of its property or assets is bound or (c)
violates or will violate the charter or by-laws of MBIA.
(ii) There is no pending or, to the best of my knowledge,
threatened, action, suit, proceeding, inquiry or investigation to which MBIA
is a party, before or brought by any court or governmental agency or body,
domestic or foreign, which might reasonably be expected to materially or
adversely affect the validity or enforceability of the Insurance Policy.
(iii) The MBIA documents incorporated by reference, or any
amendment or supplement thereto made by MBIA before June 28, 2000 (the
"Closing Date"), in the Prospectus Supplement dated June 21, 2000 to the
Northwest Airlines, Inc. Prospectus dated June 7, 1999 (the "Prospectus
Supplement"), complied as to form in all material respects with the
requirements of the Securities Exchange Act of 1934, as amended and the rules
and regulations of the Securities and Exchange Commission thereunder.
(iv) The information with respect to MBIA in the section
of the Prospectus Supplement entitled "Description of the Policy Provider"
does not purport to provide the scope of disclosure required to be included
by the Securities Act of 1933, as amended, with respect to a registrant in
connection with the offer and sale of securities of such registrant.
However, I have no reason to believe that as of June 21, 2000 or the Closing
-2-
Date, the above referenced section contained or contains any untrue statement
of material fact or omitted or omits to state any material fact required to
be stated therein, in light of the circumstances under which they were made,
not misleading.
-3-
SCHEDULE I
Pass Through Certificates, Series 2000-1
Pass Through Aggregate Final Expected
Certificate Principal Interest Distribution
Designation Amount Rate Date
-------------- ---------- --------- --------------
2000-1G $ 476,319,000 8.072% October 1, 2019
2000-1C $ 45,882,000 9.179% April 1, 2010
-4-
SCHEDULE II
Pass Through Certificates, Series 2000-1
Credit Suisse ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bancorp
First Boston & Co. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Securities ▇▇▇▇▇ ▇▇▇▇▇▇▇
Corporation Incorporated Barney Inc. Inc. Inc.
2000-1G $ 95,267,000 $ 95,263,000 $ 95,263,000 $95,263,000 $ 95,263,000
2000-1C $ 9,178,000 $ 9,176,000 $ 9,176,000 $ 9,176,000 $ 9,176,000
Total $104,445,000 $104,439,000 $104,439,000 $104,439,000 $104,439,000
-5-
SCHEDULE III
NORTHWEST AIRLINES, INC.
Underwriting commissions: $4,438,708
-6-