Browse > Home / IndustryIntelligence / Transportation / Airline / Business

Airline

Business

Page 1 of 21 2

$48	Preview Full Doc	2003	Code Share and Regulatory Cooperation and Marketing Agreement Code Share and Regulatory Cooperation and Marketing Agreement (54K) Doc #144012: Click preview link for longer preview. CODE SHARE AND REGULATORY COOPERATION AND MARKETING AGREEMENT This Agreement is made and entered into by and between UNITED AIR LINES, INC., ("UA") with its principal place of business at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007 and GREAT LAKES AVIATION Ltd. ("ZK") with its principal place of business at 1022 Airport Parkway, Cheyenne, Wyoming 82001, each or both parties individually or collectively referred to as "Carrier" or "Carriers" respectively. 1. INTRODUCTION ZK and UA are entering into this Agreement in order to increase each Carrier's opportunities to offer competitive and cost effective air transportation services between points in the United States. Further, ZK and UA wish to improve the quality of the interline air transportation and cargo services they now offer so as to increase the use of those services by the traveling and shipping public. This Agreement establishes binding obligations between the Carriers, expresses the Carriers intentions, and sets forth a framework that provides the basis to accomplish these goals through subsequent agreements and activities. 2. UNDERLYING OPERATIONAL CONCEPT The Carriers will use a phased approach to develop and implement parallel marketing and operational programs to create new, value added passenger and cargo services and cost efficiencies by taking advantage of each Carrier's inherent market strengths. The transition from a United Express arrangement to codeshare relationship will extend until ZK has procured and installed the necessary automation to support the operation as an independent business entity. This must be completed no later than June 7, 2002 and be hosted on a system which is technically capable of all the required interfaces with UA's automation systems. 3. OBJECTIVES OF THE ZK/UA RELATIONSHIP Through development of the operational relationship contemplated by this Agreement, subject to any and all necessary governmental and regulatory approvals, ZK and UA intend to implement Code Share operations as defined in Article 4A and further described in Attachment 1, Sections A and B. This Agreement is not intended to restrict either Carrier's rights to pursue, either independently or collectively, additional access between any points through route acquisition. 4. PROGRAMS The Carriers will develop and implement specific programs to support the objectives defined by this Agreement. The Attachments to this Agreement outline specific actions and responsibilities for implementing these programs. Each of the programs may be 144012	Great Lakes Great Lakes Aviation, Ltd. ( Airline ) As referenced in this Code Share and Regulatory Cooperation and Marketing Agreement: GREAT LAKES AVIATION – between UNITED AIR LINES, INC., ("UA") with its principal place of business at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007 and GREAT LAKES AVIATION Ltd. ("ZK") with its principal place of business at 1022 Airport Parkway, Cheyenne, Wyoming 82001, each or both parties individually or collectively referred _____________ Great Lakes Aviation, – be sent by first class mail, postage prepaid, or any more expedient written means. If to ZK, notices will be addressed as follows: Great Lakes Aviation, Ltd. 1022 Airport Parkway Cheyenne, Wyoming 82001 Attn: Doug Voss, President If to UA, notices will be addressed as follows: United Air _____________ GREAT LAKES AVIATION, – PAGE} IN WITNESS WHEREOF, the Carriers hereto have by their duly authorized officers executed this Agreement as of the dates set forth below. GREAT LAKES AVIATION, LTD. UNITED AIR LINES, INC. By: /s/ Doug G. Voss By: /s/ Rono Dutta ---------------------------------- ------------------------------------ Name Douglas G. Voss Rono Dutta Title: President _____________ dt 92045 ; United Air Lines United Air Lines Inc. As referenced in this Code Share and Regulatory Cooperation and Marketing Agreement: UNITED AIR LINES, – Contract Nbr. 155716 ZK/UNITED CODE SHARE AND REGULATORY COOPERATION AND MARKETING AGREEMENT This Agreement is made and entered into by and between UNITED AIR LINES, INC., ("UA") with its principal place of business at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007 and GREAT LAKES AVIATION _____________ United Air Lines, – Great Lakes Aviation, Ltd. 1022 Airport Parkway Cheyenne, Wyoming 82001 Attn: Doug Voss, President If to UA, notices will be addressed as follows: United Air Lines, Inc. P.O. Box 66100 Chicago, Illinois 60666 Attn: Vice President - Alliances Notices sent via electronic means (e.g., telex, facsimile) will _____________ UNITED AIR LINES, – the Carriers hereto have by their duly authorized officers executed this Agreement as of the dates set forth below. GREAT LAKES AVIATION, LTD. UNITED AIR LINES, INC. By: /s/ Doug G. Voss By: /s/ Rono Dutta ---------------------------------- ------------------------------------ Name Douglas G. Voss Rono Dutta Title: President and CEO President Date: _____________ dt 92154 ; United Air Lines United Air Lines Inc. As referenced in this Code Share and Regulatory Cooperation and Marketing Agreement: UNITED AIR LINES, – Contract Nbr. 155716 ZK/UNITED CODE SHARE AND REGULATORY COOPERATION AND MARKETING AGREEMENT This Agreement is made and entered into by and between UNITED AIR LINES, INC., ("UA") with its principal place of business at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007 and GREAT LAKES AVIATION _____________ United Air Lines, – Great Lakes Aviation, Ltd. 1022 Airport Parkway Cheyenne, Wyoming 82001 Attn: Doug Voss, President If to UA, notices will be addressed as follows: United Air Lines, Inc. P.O. Box 66100 Chicago, Illinois 60666 Attn: Vice President - Alliances Notices sent via electronic means (e.g., telex, facsimile) will _____________ UNITED AIR LINES, – the Carriers hereto have by their duly authorized officers executed this Agreement as of the dates set forth below. GREAT LAKES AVIATION, LTD. UNITED AIR LINES, INC. By: /s/ Doug G. Voss By: /s/ Rono Dutta ---------------------------------- ------------------------------------ Name Douglas G. Voss Rono Dutta Title: President and CEO President Date: _____________ dt 92196 ;	United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Code Share and Regulatory Cooperation and Marketing Agreement: UNITED AIR LINES, – Contract Nbr. 155716 ZK/UNITED CODE SHARE AND REGULATORY COOPERATION AND MARKETING AGREEMENT This Agreement is made and entered into by and between UNITED AIR LINES, INC., ("UA") with its principal place of business at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007 and GREAT LAKES AVIATION _____________ United Air Lines, – Great Lakes Aviation, Ltd. 1022 Airport Parkway Cheyenne, Wyoming 82001 Attn: Doug Voss, President If to UA, notices will be addressed as follows: United Air Lines, Inc. P.O. Box 66100 Chicago, Illinois 60666 Attn: Vice President - Alliances Notices sent via electronic means (e.g., telex, facsimile) will _____________ UNITED AIR LINES, – the Carriers hereto have by their duly authorized officers executed this Agreement as of the dates set forth below. GREAT LAKES AVIATION, LTD. UNITED AIR LINES, INC. By: /s/ Doug G. Voss By: /s/ Rono Dutta ---------------------------------- ------------------------------------ Name Douglas G. Voss Rono Dutta Title: President and CEO President Date: _____________ dt 92154 ; United Air Lines United Air Lines Inc. ( Airline ) As referenced in this Code Share and Regulatory Cooperation and Marketing Agreement: UNITED AIR LINES, – Contract Nbr. 155716 ZK/UNITED CODE SHARE AND REGULATORY COOPERATION AND MARKETING AGREEMENT This Agreement is made and entered into by and between UNITED AIR LINES, INC., ("UA") with its principal place of business at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007 and GREAT LAKES AVIATION _____________ United Air Lines, – Great Lakes Aviation, Ltd. 1022 Airport Parkway Cheyenne, Wyoming 82001 Attn: Doug Voss, President If to UA, notices will be addressed as follows: United Air Lines, Inc. P.O. Box 66100 Chicago, Illinois 60666 Attn: Vice President - Alliances Notices sent via electronic means (e.g., telex, facsimile) will _____________ UNITED AIR LINES, – the Carriers hereto have by their duly authorized officers executed this Agreement as of the dates set forth below. GREAT LAKES AVIATION, LTD. UNITED AIR LINES, INC. By: /s/ Doug G. Voss By: /s/ Rono Dutta ---------------------------------- ------------------------------------ Name Douglas G. Voss Rono Dutta Title: President and CEO President Date: _____________ dt 92196 ; IATA International Air Transport Association ( Associations ) As referenced in this Code Share and Regulatory Cooperation and Marketing Agreement: IATA – D. Interline Accounting The Carriers shall establish all necessary accounting procedures, in accordance with applicable IATA or ACH guidelines, including sampling methodology, to facilitate settlement of all UA/ZK interline transportation, _____________ IATA – to acknowledge receipt. B. EMERGENCY PLAN (1) The Carriers mutually agree to subscribe to the IATA Standards and Recommended Practices for the Assistance of Survivors and Families of Passengers in the _____________ dt 80329
$43	Preview Full Doc	2003	Development, License and Hosting Agreement Development, License and Hosting Agreement (124K) Doc #164338: Click preview link for longer preview. DEVELOPMENT, LICENSE AND HOSTING AGREEMENT THIS DEVELOPMENT, LICENSE AND HOSTING AGREEMENT (this "Agreement") is made as of March, 8, 2002 (the "Effective Date"), by and between Northwest Airlines, Inc., a Minnesota corporation with its principal offices in Eagan, Minnesota ("Airline"), and Orbitz LLC, a Delaware limited liability company with offices in Chicago, Illinois ("Orbitz"). 1. DEFINITIONS The terms defined in this Section or elsewhere in this Agreement may be used in the singular or plural, as the context requires. 1.1 "AFFILIATE" means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under common control with, such entity. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the power, directly or indirectly, to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise. 1.2 "AFFILIATE AIRLINES" means air carriers or other business entities with which Airline has a formal Code Sharing, marketing, or other cooperative agreement, and specifically includes KLM Royal Dutch Airlines and Continental Airlines. "Affiliate Airlines" also includes Airline's corporate parent and any subsidiaries of Airline or its corporate parent, and specifically includes any commuter airline partner of Airline that carries the "Airlink" designation. 1.3 "AIRLINE INFORMATION" means booking information and other personally identifiable information supplied by Airline customers to Orbitz and any other trade secret, proprietary or confidential information supplied by Airline to Orbitz under this Agreement. 1.4 "AIRLINE-SPECIFIC SOFTWARE" means the presentation and business logic/application layer of the Orbitz Software and user databases, as more fully defined in Exhibit A attached hereto, that will be made available to Airline pursuant to the terms of this Agreement. The Airline-Specific Software will not include any booking engine functionality. 1.5 "CHANGE REQUEST" means the form set forth as Exhibit B that will be used to request any modification of or addition to the Core Software, the Airline-Specific Software, or the Services obligations. 1.6 "CLAIM" means a third-party claim, demand, proceeding, suit or action. 1.7 "CODE SHARING" means the industry practice whereby the Airline markets flights that are not operated by the Airline but which can be sold, confirmed and ticketed under the Airline's code, which is processed in the same way as a flight that is operated and marketed by the Airline. 1.8 "COMPETITOR" means any passenger or cargo air transportation carrier. 1.9 "CONFIDENTIAL INFORMATION" has the meaning given to that term in Exhibit G. 1.10 "CORE SOFTWARE" means the booking engine component of the Orbitz Software, as more fully defined in Exhibit A attached hereto, that will be made available to Airline pursuant to the terms of this Agreement. 1.11 "CUSTOM MATERIAL" shall have the meaning ascribed in Section 9.3 herein. 1.12 "DEVELOPMENT COMPLETION DATE" means the mutually agreed upon date for the completion of the Pre-Launch Development Services. CONFIDENTIAL Page 1 {Page} 1.13 "DOCUMENTATION" means the technical materials and support documentation that Orbitz delivers to Airline related to the use and operation of the Orbitz Software. 1.14 "HOSTING AND SUPPORT FEE" means the fee set forth in Exhibit D that Airline will pay to Orbitz in consideration for the Hosting and Support Services. The Parties acknowledge and agree that the Hosting and Support Fees for Hosting and Support Services shall not be separately billed but are included in the transaction fees set forth in Exhibit D. 1.15 "HOSTING AND SUPPORT SERVICES" means the hosting, operation, maintenance and support services that Orbitz will provide to Airline, either directly or though Subcontractors, pursuant to this Agreement. Maintenance services shall include all Updates to the Orbitz Software. 1.16 "LAUNCH DATE" means such mutually agreed upon date when the Website will be made available to Airline customers, which will in no event be more than 30 days following the Development Completion Date. 1.17 "LOSS" means any liability, obligation, loss, damage, deficiency, penalty, tax, levy, fine, judgment, settlement, cost, charge, expense, legal fee and disbursement, or accountants' fee disbursement. 1.18 "MATERIAL SERVICE LEVEL FAILURE" means the Monthly System Availability Commitment (as defined in Exhibit F attached hereto) is missed by five percent (5%) for any two consecutive calendar month period. 1.19 "ORBITZ SOFTWARE" means the computer programs owned by Orbitz, including the Airline-Specific Software and the Core Software and any Updates thereto, that Orbitz makes available to Airline during the term of this Agreement. "Orbitz Software" is more fully defined in Exhibit A attached hereto. 1.20 "OTHER AIRLINES" means any airline other than Airline or Affiliate Airlines. 1.21 "PRE-LAUNCH DEVELOPMENT FEE" means the fee set forth in Exhibit D that Airline will pay to Orbitz in consideration for the Pre-Launch Development Services. 1.22 "PRE-LAUNCH DEVELOPMENT SERVICES" means the development and migration services that Orbitz will provide to Airline, either directly or through Subcontractors, pursuant to this Agreement. 1.23 "PROJECT MANAGERS" means the dedicated employees of Airline and Orbitz, or their replacements, who will manage specific projects under this Agreement. 1.24 "RELATIONSHIP MANAGERS" means the senior-level Airline and Orbitz employees identified in Exhibit E, or their replacements, who will manage the relationship between Airline and Orbitz and will serve as the single point of contact within either party responsible for communications and problem resolution. 1.25 "SCHEDULE" means the timetable for performing and completing the Pre-Launch Development Services, as set forth in Exhibit C. 1.26 "SERVICES" means the Pre-Launch Development Services, the Hosting and Support Services and any other services that Orbitz agrees to provide to Airline under this Agreement (including any Change Request hereunder). 1.27 "SPECIFICATIONS" means the functional and technical specifications of the Orbitz Software, as set forth in Exhibit A. The Specifications will include a detailed description of the Services and Orbitz Software, a performance schedule (including all major deliverables and milestones), Airline 164338	KLM KLM Royal Dutch Airlines ( Airline ) As referenced in this Development, License and Hosting Agreement: KLM Royal Dutch Airlines – means air carriers or other business entities with which Airline has a formal Code Sharing, marketing, or other cooperative agreement, and specifically includes KLM Royal Dutch Airlines and Continental Airlines. "Affiliate Airlines" also includes Airline's corporate parent and any subsidiaries of Airline or its corporate parent, and specifically includes _____________ dt 92063 ; Northwest Airlines Inc.;	Orbitz LLC; Orbitz Inc
$39	Preview Full Doc	2000	Financial Guaranty Insurance Policy Financial Guaranty Insurance Policy (46K) Doc #251289: Click preview link for longer preview. MBIA INSURANCE CORPORATION FINANCIAL GUARANTY INSURANCE POLICY August 2, 2000 Policy No. 32812 Re: US AIRWAYS 2000-G (THE "CLASS G TRUST") $362,414,000 8.02% PASS THROUGH TRUST CERTIFICATES (THE "CLASS G CERTIFICATES") Insured PAYMENT OF INTEREST AT THE STATED INTEREST RATE FOR THE CLASS G CERTIFICATES Obligation: AND, WITHOUT DUPLICATION, ANY DEPOSIT RELATING TO THE ESCROW RECEIPTS REFERRED TO BELOW (WITHOUT PREMIUM) AND PRINCIPAL ON THE CLASS G CERTIFICATES (THE "INSURED OBLIGATION"). Beneficiary: STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION AS SUBORDINATION AGENT, AS AGENT FOR THE CLASS G TRUSTEE (TOGETHER WITH ANY SUCCESSOR SUBORDINATION AGENT DULY APPOINTED AND QUALIFIED UNDER THE AGREEMENT (AS DEFINED BELOW), THE "SUBORDINATION AGENT" OR THE "BENEFICIARY") MBIA INSURANCE CORPORATION ("MBIA"), for consideration received, hereby irrevocably, absolutely and unconditionally and without the assertion of any defenses to payment, including fraud in the inducement or fact or any other circumstances (other than payment in full) that would have the effect of discharging a surety in law or in equity guarantees to the Subordination Agent, subject only to the terms of this Policy (the "Policy"), payment of the Insured Obligation. MBIA agrees to pay to the Subordination Agent, in respect of each Distribution Date, an amount equal to (each a "Deficiency Amount"): (i) with respect to any Regular Distribution Date other than the Final Legal Distribution Date, any shortfall in amounts available to the Subordination Agent (or, in the case of Escrow Receipts, the Paying Agent (as defined in the Escrow and Paying Agent Agreement for the Class G Trust)), after giving effect to the subordination provisions of the Agreement and to the application of any amounts available to the Escrow Agent in the Class G Paying Agent Account in respect of accrued interest at the Stated Interest Rate on the Class G Deposits, any drawing paid under the Class G Liquidity Facility in respect of interest due on the Class G Certificates on such Distribution Date and any withdrawal from the Class G Cash Collateral Account in respect of interest due on the Class G Certificates on such Distribution Date in accordance with the Agreement, for the payment of accrued and unpaid interest on the Class G Certificates and, without duplication, accrued and unpaid interest on any Deposit relating to the Escrow Receipts (as defined in and issued under the Escrow and Paying Agent Agreement for the Class G Trust), in each case at the Stated Interest Rate for the Class G Certificates on the Pool Balance of the Class G Certificates on such Distribution Date; (ii) with respect to any Special Distribution Date (other than an Election Distribution Date or a Special Distribution Date established pursuant to the succeeding clause (iv) below) established by reason of receipt of a Special Payment constituting the proceeds of any Series G Equipment Notes (as to which there has been a default in the payment of principal thereof or that has been accelerated) or the related Trust Indenture Estate or Indenture Estate, as the case may be, any shortfall in the amounts available to the Subordination Agent after giving effect to the subordination provisions of the Agreement and to the application of any amounts available to the Escrow Agent in the Class G Paying Agent Account in respect of accrued interest on the Class G Deposits, any drawing paid under the Class G Liquidity Facility in respect of interest due on the Class G Certificates on such Distribution Date and any withdrawal from the Class G Cash Collateral Account in respect of interest due on such Distribution Date in accordance with the Agreement, required to reduce the Pool Balance of the Class G Certificates by an amount equal to the outstanding principal amount of such Series G Equipment Note (determined immediately prior to the receipt of such proceeds) plus accrued and unpaid interest on the amount of such reduction at the Stated Interest Rate for the Class G Certificates from the period from the immediately preceding Regular Distribution Date to such Special Distribution Date; (iii) with respect to the Special Distribution Date established by reason of the failure of the Subordination Agent to have received a Special Payment constituting the proceeds of any Series G Equipment Note or the related Trust Indenture Estate or Indenture Estate, as the case may be, during the eighteen (18) month period beginning on the last date on which full payment was made on such Series G Equipment Note (the date of such payment in full, the "Last Payment Date") as to which there has been a failure to pay principal or that has been accelerated subsequent to the Last Payment Date, the amount equal to the outstanding principal amount of such Series G Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to such Special Distribution Date; provided, however, if MBIA shall have duly given a Policy Provider Election (as defined below) with respect to such Series G Equipment Note at the end of such eighteen (18) month period and at least five (5) days prior to such Special Distribution Date, the Deficiency Amount shall be an amount equal to (A) with respect to such Special Distribution Date the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the acceleration thereof) during such eighteen (18) month period (after giving effect to the application of any drawing paid under the Class G Liquidity Facility and any withdrawal from the Class G Cash Collateral Account attributable to such interest on such Series G Equipment Note) and (B) thereafter, on each Regular Distribution Date following such Special Distribution Date as to which a Policy Provider Election has been given in respect of such Series G Equipment Note, and prior to the establishment of an Election Distribution Date or a Special Distribution Date pursuant to the immediately succeeding clause (iv) with respect to such Series G Equipment Note, an amount equal to the scheduled principal (without regard to the acceleration thereof) and interest payable on such Series G Equipment Note on the related payment date; (iv) following the giving of any Policy Provider Election, with respect to any Business Day elected by MBIA upon twenty (20) days prior notice (which shall be a Special Distribution Date) and upon request by MBIA to the Subordination Agent to make a drawing under this Policy, an amount equal to the then outstanding principal balance of the Series G Equipment Note as to which the Policy Provider Election was given (less any drawings previously paid by MBIA in respect of principal on such Series G Equipment Note) and accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to such Special Distribution Date; (v) with respect to any Special Distribution Date which is an Election Distribution Date, an amount equal to the then outstanding principal balance of the Series G Equipment Note as to which such Election Distribution Date relates (less any drawing previously paid by MBIA in respect of principal of such Series G Equipment Note) and accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date; and (vi) with respect to the Final Legal Distribution Date, any shortfall in amounts available to the Subordination Agent after giving effect to the subordination provisions of the Agreement and to the application of any amounts available to the Escrow Agent in the Class G Paying Agent Account in respect of accrued interest on the Class G Deposits, any drawing paid under the Class G Liquidity Facility in respect of interest included in the Final Distribution and any withdrawal from the Class G Cash Collateral Account in respect of interest included in the Final Distribution in accordance with the Agreement, for the payment in full of the Final Distribution (calculated as of such date but excluding any accrued and unpaid premium) on the Class G Certificates. For the avoidance of doubt, no Deficiency Amount described in clauses (i)-(vi) above or payment to be made in respect of an Avoided Payment described below shall constitute an accelerated or acceleration payment. If any amount paid or required to be paid in respect of the Class G Certificates made to a Class G Certificateholder is voided (an "Avoidance Event") under any applicable bankruptcy, insolvency, receivership or similar law in an Insolvency Proceeding, and, as a result of such an Avoidance Event, the Beneficiary, the Class G Trustee or any Class G Certificateholder is required to return such voided payment, or any portion of such voided payment made or to be made in respect of the Class G Certificates (including any disgorgement from the Class G Certificateholders resulting from any such Insolvency Proceeding, whether such disgorgement is determined on a theory of preferential conveyance or otherwise) (an "Avoided Payment"), MBIA will pay an amount equal to each such Avoided Payment, irrevocably, absolutely and unconditionally and without the assertion of any defenses to payment, including fraud in inducement or fact or any other circumstances that would have the effect of discharging a surety in law or in equity, upon receipt by MBIA from the Beneficiary, the Class G Trustee or such Class G Certificateholder of (x) a certified copy of a final (nonappealable) order of a court exercising jurisdiction in such Insolvency Proceeding to the effect that the Beneficiary, the Class G Trustee or such Class G Certificateholder is required to return any such payment or portion thereof because such payment was voided under applicable law, with respect to which order the appeal period has expired without an appeal having been filed (the "Final Order"), (y) an assignment, in the form of Exhibit D hereto, irrevocably assigning to MBIA all rights and claims of such Beneficiary, Class G Trustee or Class G Certificateholder relating to or arising under such Avoided Payment and (z) a Notice of Avoided Payment in the form of Exhibit B hereto appropriately completed and executed by the Beneficiary, Class G Trustee or such Class G Certificateholder. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order and not to the Beneficiary, Class G Trustee or such Class G Certificateholder directly unless such Class G Certificateholder, the Class G Trustee or the Beneficiary has returned such payment to such receiver, conservator, debtor-in-possession or trustee in bankruptcy, in which case such payment shall be disbursed to such Class G Certificateholder, the Class G Trustee or the Beneficiary, as the case may be. Notwithstanding the foregoing, in no event shall MBIA be obligated to make any payment in respect of any Avoided Payment, which payment represents a payment of the principal amount of the Class G Certificates, prior to the time MBIA would have been required to make a payment in respect of such principal pursuant to sub-paragraphs (ii-vi) of this Policy; provided, further, that no payment of principal under this Policy on any Distribution Date, other than with respect to an Avoided Payment, shall exceed the Net Principal Policy Amount (as defined below) for such Distribution Date; provided, further, that no payment, other than with respect to an Avoided Payment, of a Deficiency Amount shall be in excess of the then outstanding Pool Balance of the Class G Certificates and accrued and unpaid interest thereon at the Stated Interest Rate on the Class G Certificates. This Policy does not cover (i) any premium, prepayment penalty or other accelerated payment, which at any time may become due on or with respect to any Class G Certificate, (ii) shortfalls, if any, attributable to the liability of the Subordination Agent, the Paying Agent, the Class G Trust or the Class G Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability), or (iii) any failure of the Escrow Agent, the Subordination Agent or the Class G Trustee to make any payment due to the Class G Certificateholders or, if applicable, the Escrow Receiptholders from funds received. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Intercreditor Agreement (the "Agreement") dated as of August 2, 2000, by and among MBIA, as Policy Provider, Bayerische Landesbank Girozentrale, as Liquidity Provider, the Class G Trustee and the Subordination Agent, without regard to any amendment or supplement thereto unless such amendment or supplement has been executed, or otherwise approved in writing, by MBIA. "Class G Certificateholders" shall mean any person who is the registered owner or beneficial owner of any of the Class G Certificates and who, on the applicable Distribution Date, is entitled under the terms of the Class G Certificates to payment thereunder. "Election Distribution Date" shall mean any Special Distribution Date established by the Subordination Agent upon 20 days notice to the Class G Certificateholders by reason of (i) the occurrence and continuation of a Policy Provider Default occurring after a Policy Provider Election or (ii) the receipt of a Special Payment constituting the proceeds of a Series G Equipment Note as to which a Policy Provider Election has been given or of the related Trust Indenture Estate or Indenture Estate. "Final Legal Distribution Date" shall mean August 5, 2020. "Insolvency Proceeding" means the commencement, after the date hereof, of any bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of assets and liabilities or similar proceedings by or against US Airways, Inc., any Liquidity Provider or any Owner Trustee and the commencement, after the date hereof, of any proceedings by US Airways, Inc., any Liquidity Provider, or any Owner Trustee for the winding up or liquidation of its affairs or the consent, after the date hereof, to the appointment of a trustee, conservator, receiver, or liquidator in any bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of assets and liabilities or similar proceedings of or relating to US Airways, Inc., any Liquidity Provider, or any Owner Trustee. "Insurance Agreement" shall mean the Insurance and Indemnity Agreement (as may be amended, modified or supplemented from time to time), dated as of August 2, 2000, by and among MBIA, US Airways, Inc., the Class G Trustee and the Subordination Agent. "Insured Amounts" shall mean, with respect to any Distribution Date, the Deficiency Amount for such Distribution Date. "Net Principal Policy Amount" shall mean the Pool Balance of the Class G Certificates as of the Closing Date minus all amounts previously drawn on the Policy with respect to principal. "Nonpayment" shall mean, with respect to any Distribution Date, a Deficiency Amount owing to the Subordination Agent for distribution to the Class G Certificateholders or, if applicable, the Escrow Receiptholders in respect of such Distribution Date. "Notice of Avoided Payment" shall mean the notice, substantially in the form of Exhibit B hereto, delivered pursuant to the Policy and sent to the contact person at the address and/or fax number set forth in the Policy, and specifying the Avoided Payment which shall be due and owing on the applicable Distribution Date. "Notice of Nonpayment" shall mean the notice, substantially in the form of Exhibit A hereto, delivered pursuant to this Policy and sent to the contact person at the address and/or fax numbers set forth in the Policy specifying the Insured Amount which shall be due and owing to the Class G Trustee (or the Paying Agent) for distribution to the Class G Certificateholders or, if applicable, the Escrow Receiptholders on the applicable Distribution Date. "Policy Provider Election" shall mean a notice given by MBIA when no Policy Provider Default shall have occurred and be continuing and the Policy Provider has endorsed the Policy in compliance with Section 3.7(c) of the Intercreditor Agreement, stating that MBIA elects to make payments of Deficiency Amounts as defined under the proviso to clause (iii) of the definition of Deficiency Amounts in respect of any Series G Equipment Note in lieu of applying clause (iii) (without the proviso) of the definition of Deficiency Amount, which notice shall be given to the Subordination Agent not less than five (5) days prior to the Special Distribution Date established for payment of a Deficiency Amount under clause (iii) of the definition thereof. "Trust Agreement" shall mean the Pass Through Trust Agreement, dated as of July 30, 1999 among US Airways Group, US Airways, Inc. and State Street Bank and Trust Company of Connecticut, National Association, as Trustee, as supplemented by Trust Supplement No. 2000-2G dated as of August 2, 2000 among US Airways, Inc. and the Class G Trustee, pursuant to which the Class G Certificates have been issued. Payment of amounts hereunder shall be made in immediately available funds (x) with respect to Deficiency Amounts no later than 3:00 p.m., New York City time, on the later of (a) the relevant Distribution Date and (b) the Business Day of presentation to State Street Bank and Trust Company, N.A., as Fiscal Agent for MBIA or any successor fiscal agent appointed by MBIA (the "Fiscal Agent") of a Notice of Nonpayment, appropriately completed and executed by the Beneficiary (if such Notice of Nonpayment is received by 1:00 p.m. on such day), and (y) with respect to Avoided Payments, prior to 3:00 p.m. New York City time, on the third Business Day following MBIA's receipt of the documents required under clauses (x) through (z) of the third paragraph of this Policy. Any such documents received by MBIA after 1:00 p.m. New York City time on any Business Day or on any day that is not a Business Day shall be deemed to have been received by MBIA prior to 1:00 p.m. on the next succeeding Business Day. All payments made by MBIA hereunder in respect of Avoided Payments will be made with MBIA's own funds. A Notice of Nonpayment or Notice of Avoided Payment under this Policy may be presented to the Fiscal Agent on any Business Day by (a) delivery of the original Notice of Nonpayment or Notice of Avoided Payment to the Fiscal Agent at its address set forth below, or (b) facsimile transmission of the original Notice of Nonpayment or Notice of Avoided Payment to the Fiscal Agent at its facsimile number set forth below. If presentation is made by facsimile transmission, the Beneficiary shall (i) simultaneously confirm transmission by telephone to the Fiscal Agent at its telephone number set forth below, and (ii) as soon as reasonably practicable, deliver the original Notice of Nonpayment or Notice of Avoided Payment to the Fiscal Agent at its address set forth below. Each Notice of Nonpayment or Notice of Avoided Payment shall be delivered by facsimile and mail to MBIA simultaneously with its delivery to the Fiscal Agent. If any Notice of Nonpayment or Notice of Avoided Payment received by the Fiscal Agent is not in proper form or is otherwise insufficient for the purpose of making a claim hereunder, it shall be deemed not to have been received by the Fiscal Agent, and MBIA or the Fiscal Agent, as the case may be, shall promptly so advise the Beneficiary, and the Beneficiary may submit an amended Notice of Nonpayment or Notice of Avoided Payment, as the case may be. Payments due hereunder unless otherwise stated herein will be disbursed by the Fiscal Agent to the Subordination Agent for the benefit of the Class G Certificateholders or, if applicable, the Escrow Receiptholders by wire transfer of immediately available funds in the amount of such payment. Other than amounts payable in respect of Avoided Payments, MBIA's obligations under this Policy shall be discharged to the extent funds to be applied to pay the Insured Obligations under and in accordance with the Intercreditor Agreement are received by the Subordination Agent (including funds disbursed by MBIA as provided in this Policy and received by the Subordination Agent) or the Paying Agent in accordance with the Escrow and Paying Agent Agreement for the Class G Trust whether or not such funds are properly applied by the Subordination Agent, the Paying Agent or the Class G Trustee. MBIA's obligations to make payments in respect of any Avoided Payments shall be discharged to the extent such payments are made by MBIA hereunder and are received by the Subordination Agent, the Class G Trustee, the applicable Class G Certificateholder or the receiver, conservator, debtor-in-possession or trustee in bankruptcy as applicable, whether or not such payments are properly applied by the Subordination Agent or the Class G Trustee. The Fiscal Agent is the agent of MBIA only, and the Fiscal Agent shall in no event be liable to Class G Certificateholders for any acts of the Fiscal Agent or any failure of MBIA to deposit or cause to be deposited sufficient funds to make payments due under this Policy. Any notice hereunder delivered to the Fiscal Agent of MBIA may be made at the address listed below for the Fiscal Agent of MBIA or such other address within the United States as MBIA shall specify in writing to the Subordination Agent. The notice address of the Fiscal Agent is 61 Broadway, 15th Floor, New York, New York 10006, Attention: Municipal Registrar and Paying Agency, Facsimile: (212) 612-3201, Telephone: (212) 612-3458. All notices, presentations, transmissions, deliveries and communications made by the Beneficiary to MBIA with respect to this Policy shall specifically refer to the number of this Policy and shall be made to MBIA at: MBIA Insurance Corporation 113 King Street Armonk, N.Y. 10504 Attention: Insured Portfolio Management, Structured Finance Telephone: (914) 273-4949 Facsimile: (914) 765-3163 or such other address, telephone number or facsimile number as MBIA may designate to the Beneficiary in writing from time to time. Each such notice, presentation, transmission, delivery and communication shall be effective only upon actual receipt by MBIA. To the extent and in the manner specified in the Intercreditor Agreement or the Escrow and Paying Agent Agreement for the Class G Trust, MBIA shall be subrogated to the rights of each Class G Certificateholder to receive payments under the Class G Certificates and the Escrow Receipts to the extent of any payment hereunder. This Policy is neither transferable nor assignable, in whole or in part, except to a successor Subordination Agent duly appointed and qualified under the Agreement. Such transfer and assignment shall be effective upon receipt by MBIA of a copy of the instrument effecting such transfer and assignment signed by the transferor and by the transferee, and a certificate, properly completed and signed by the transferor and the transferee, in the form of Exhibit C hereto (which shall be conclusive evidence of such transfer and assignment), and, in such case, the transferee instead of the transferor shall, without the necessity of further action, be entitled to all the benefits of and rights under this Policy in the transferor's place, provided that, in such case, the Notice of Nonpayment presented hereunder shall be a certificate of the transferee and shall be signed by one who states therein that he is a duly authorized officer of the transferee. There shall be no acceleration payment due under this Policy unless such acceleration is at the sole option of MBIA. This Policy shall terminate and the obligations of MBIA hereunder shall be discharged on the day (the "Termination Date") which is one year and one day following the Distribution Date upon which the Final Distribution on the Class G Certificates is made. The foregoing notwithstanding, if an Insolvency Proceeding is existing during the one year and one day period set forth above, then this Policy and MBIA's obligations hereunder shall terminate on the later of (i) the date of the conclusion or dismissal of such Insolvency Proceeding without continuing jurisdiction by the court in such Insolvency Proceeding, and (ii) the date on which MBIA has made all payments required to be made under the terms of this Policy in respect of Avoided Payments. This Policy is not covered by the property/casualty insurance fund specified in Article Seventy-Six of the New York State insurance law. This Policy sets forth in full the undertaking of MBIA, and, except as expressly provided in the Insurance Agreement and the Agreement and shall not be modified, altered or affected by any other agreement or instrument, including any modification or amendment to any other agreement or instrument, or by the merger, consolidation or dissolution of US Airways, Inc. or any other Person and may not be canceled or revoked by MBIA prior to the time it is terminated in accordance with the express terms hereof. The Premium on this Policy is not refundable for any reason. This Policy shall be returned to MBIA upon termination. THIS POLICY SHALL BE CONSTRUED, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION. IN WITNESS WHEREOF, MBIA has caused this Policy to be duly executed on the date first written above. MBIA INSURANCE CORPORATION By: /s/ Gary C. Dunten ------------------------------ Name: Gary C. Dunten Title: President By: /s/ Pauline M. Cullen ------------------------------ Name: Pauline M. Cullen Title: Deputy General Counsel EXHIBIT A TO POLICY NUMBER 32812 NOTICE OF NONPAYMENT AND DEMAND FOR PAYMENT OF INSURED AMOUNTS Date: [ ] MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Attention: Insured Portfolio Management, Structured Finance State Street Bank and Trust Company, N.A. 61 Broadway, 15th Floor New York, New York 10006 Attention: Municipal Registrar and Paying Agency Reference is made to Policy No. 32812 dated August 2, 2000 (the "Policy") issued by MBIA Insurance Corporation ("MBIA"). Terms capitalized herein and not otherwise defined shall have the meanings ascribed to such terms in or pursuant to the Policy unless the context otherwise requires. The Subordination Agent hereby certifies as follows: [1. The Subordination Agent is the registered holder (as agent and trustee for the Class G Trustee) of the Series G Equipment Notes held in the Class G Trust under the Class G Trust Agreement. [2. The relevant Distribution Date is __________. Such Distribution Date is a [Regular Distribution Date, a Special Distribution Date, an Election Distribution Date or the Final Legal Distribution Date]. [3. Payment of accrued and unpaid interest on the Class G Certificates and, without duplication, accrued and unpaid interest on any Deposit relating to the Escrow Receipts, in each case at the Stated Interest Rate on the outstanding Pool Balance of Class G Certificates accrued to the Distribution Date which is a Regular Distribution Date as determined pursuant to paragraph (i) of the definition of "Deficiency Amount" in the Policy is an amount equal to $____________________.] [3. The amount determined for payment to the Class G Certificateholders pursuant to paragraph (ii) of the definition of "Deficiency Amount" in the Policy on the Distribution Date which is a Special Distribution Date (other than an Election Distribution Date) in respect of a reduction in the outstanding Pool Balance of such Class G Certificates and accrued and unpaid interest on the amount of such reduction at the Stated Interest Rate for the Class G Certificates is $__________.] [3. The Subordination Agent has not received a timely Policy Provider Election pursuant to the Policy and the amount determined for payment to the Class G Certificateholders pursuant to paragraph (iii) of the definition of "Deficiency Amount" in the Policy on the Distribution Date which is a Special Distribution Date in respect of the outstanding principal amount of the relevant Series G Equipment Note(s) and accrued and unpaid interest accrued thereon at the Stated Interest Rate for the Class G Certificates is $_______.] [3. The Subordination Agent has received a timely Policy Provider Election pursuant to the Policy and the amount determined for payment to the Class G Certificateholders pursuant to the provision in paragraph (iii)(A) of the definition of "Deficiency Amount" in the Policy on the Distribution Date which is a Special Distribution Date in respect of scheduled principal (without regard to acceleration thereof) and interest at the Stated Interest Rate for the Class G Certificates payable but not paid on 251289	US Airways US Airways Group, Inc. ; US Airways US Airways Group, Inc. ( Airline ) ;	MBIA Insurance Corporation; State Street Bank and Trust Company of Connecticut, National Association
$31	Full Doc	2003	Executive Severance Policy Executive Severance Policy (2K) Doc #358828: This document is immediately available for purchase, but does not have a preview available for viewing. 358828	UAL UAL Corp. ( Airline )
$44	Preview Full Doc	2000	Cooperation Agreement Cooperation Agreement (54K) Doc #361601: Click preview link for longer preview. COOPERATION AGREEMENT among KELLSTROM INDUSTRIES, INC., AVIATION SALES COMPANY and AVIATION SALES DISTRIBUTION SERVICES COMPANY ------------- December 1, 2000 ------------------------------------------------------- {PAGE} COOPERATION AGREEMENT This Cooperation Agreement (this "Agreement") is entered into as of December 1, 2000 (the "Effective Date") among Kellstrom Industries, Inc., a Delaware corporation ("Kellstrom"), Aviation Sales Company, a Delaware corporation ("AVS") and Aviation Sales Distribution Services Company, a Delaware corporation ("AVSDS"). RECITALS The AVS Companies (as hereinafter defined) are engaged in, among other things, the redistribution of aircraft engines, aircraft parts and aircraft engine parts through sale, lease and exchange transactions (the "Business"). Contemporaneous with the execution of this Agreement, Kellstrom is purchasing certain assets of the Business pursuant to that certain Asset Purchase Agreement dated as of September 20, 2000 among Kellstrom, AVS and AVSDS (the "Asset Purchase Agreement"), and KAV Inventory, LLC, a Delaware limited liability company ("KAV") is purchasing certain inventory of the Business pursuant to that certain Inventory Purchase Agreement dated as of September 20, 2000, among KAV, AVS and AVSDS (the "Inventory Purchase Agreement"). As a material inducement to Kellstrom to enter into the Asset Purchase Agreement and to join in the Inventory Purchase Agreement and to consummate the transactions contemplated thereby, and as an inducement to AVS and AVSDS to enter into the Asset Purchase Agreement and the Inventory Purchase Agreement and to consummate the transactions contemplated thereby, the parties hereto agree to make the covenants and agreements contained herein on the terms and subject to the conditions contained in this Agreement. TERMS OF AGREEMENT In consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Defined Terms. As used herein, the following terms shall have the following meanings: "Affiliate" shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations promulgated under the Exchange Act (as hereinafter defined), as in effect on the date hereof. "AVS Approved Vendor" means a vendor that meets the criteria of an acceptable vendor under the provisions of the AVS quality manual then in effect. {PAGE} "AVS Companies" means AVS and each of its Subsidiaries and each of their respective successors and assigns. "BER" with respect to any Part means a part that is beyond economic repair. "Business Day" means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in Miami, Florida. "Consignment Agreement" means that certain Consignment Agreement between KAV and Kellstrom of even date herewith. "Contract" means any agreement, contract, lease, note, mortgage, indenture, loan agreement, franchise agreement, covenant, employment agreement, lease agreement, exchange agreement, license agreement, instrument, purchase or sales order, commitment, undertaking or obligation, in each case, whether written or oral, express or implied. "Designated Locations" means (i) each location specified as a "Designated Location" on Schedule 1.1, and (ii) subject to any restrictions or requirements contained in the Kellstrom Credit Facility (as defined in the Asset Purchase Agreement) and the Senior Credit Facility (as defined in the Inventory Purchase Agreement), each other location to which Kellstrom hereafter consents upon written request of AVS Companies to designate as a Designated Location (which consent shall not be unreasonably withheld or delayed). "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor thereto, and any rules and regulations promulgated thereunder. "Exchange Pool" means a pool of Parts made available to the AVS Companies for use by them in exchange arrangements with third parties. "Fair Market Value" means, with respect to any Part, an amount equal to the arithmetic mean of the prices in United States dollars at which Parts of the same type and quality as, or of a type and quality similar to or reasonably interchangeable with, the Part so used (if any), shall, during the three-month period ending on the date such Part is so used 2 {PAGE} (or such longer period as may be necessary to have at least three (3) relevant transactions within the relevant period), have been invoiced for sale by Kellstrom, in arm's length transactions to purchasers who are not affiliated with, do not control or are not controlled by, or under common control 361601	Air France Air France ( Airline ) As referenced in this Cooperation Agreement: Air France, – ASLC"). Notwithstanding anything to the contrary contained in Section 4.5, if ASLC shall at any time elect to dispose of any Parts owned by it and on lease to Air France, it shall only do so as follows: (a) ASLC shall obtain a Qualified Offer to purchase such Parts and shall promptly deliver written notice to Kellstrom attaching a copy _____________ dt 1548390 ; TIMCO Aviation TIMCO Aviation Services Inc. ( Aerospace ) ;	Akerman Akerman Senterfitt ( Legal ) As referenced in this Cooperation Agreement: Akerman, Senterfitt – the other party): (a) if to Kellstrom to: Kellstrom Industries, Inc. 1100 International Parkway Sunrise, Florida 33323 Attn: Zivi R. Nedivi, President Telecopy: (954) 858-2449 with a copy to: Akerman, Senterfitt & Eidson, P.A. 350 East Las Olas Boulevard, Suite 1600 Fort Lauderdale, Florida 33301 Attn: Bruce I. March, Esq. Telecopy: (954) 463-2224 (b) if to AVS or AVSDS _____________ dt 1317737
$39	Preview Full Doc	2003	Financial Guaranty Insurance Policy Financial Guaranty Insurance Policy (43K) Doc #399253: Click preview link for longer preview. MBIA INSURANCE CORPORATION FINANCIAL GUARANTY INSURANCE POLICY August 5, 2002 Policy No. 38687 Re: *Northwest Airlines Pass Through Trust 2002-1G-1 (the "Class G-1 Trust") $487,131,000 Floating Rate Northwest Airlines Pass Through Certificates, Series 2002-1G-l (the "Class G-1 Certificates*") Insured Obligation: Payment of interest at the Stated Interest Rate for the Class G-l Certificates and, without duplication, any Deposit relating to the Escrow Receipts referred to below and . . .** 399253	Northwest Northwest Airlines Corp. ( Airline )
$39	Preview Full Doc	2003	Financial Guaranty Insurance Policy Financial Guaranty Insurance Policy (43K) Doc #399254: Click preview link for longer preview. MBIA INSURANCE CORPORATION FINANCIAL GUARANTY INSURANCE POLICY August 5, 2002 Policy No. 38688 Re: *Northwest Airlines Pass Through Trust 2002-1G-2 (the "Class G-2 Trust") $150,000,000 6.264% Northwest Airlines Pass Through Certificates, Series 2002-1G-2 (the "Class G-2 Certificates*") Insured Obligation: Payment of interest at the Stated Interest Rate for the Class G-2 Certificates and, without duplication, any Deposit relating to the Escrow Receipts referred to below and principal . . .** 399254	Northwest Northwest Airlines Corp. ( Airline )
$37	Preview Full Doc	2000	Financial Guaranty Insurance Policy Financial Guaranty Insurance Policy (47K) Doc #399415: Click preview link for longer preview. MBIA INSURANCE CORPORATION FINANCIAL GUARANTY INSURANCE POLICY June 28, 2000 Policy No. 32575 Re: Northwest Airlines 2000-1G (the "Class G Trust") $476,319,000 8.072% Pass Through Trust Certificates (the "Class G Certificates") Insured Payment of interest at the Stated Interest Rate for the Obligation: Class G Certificates and, without duplication, any Deposit relating to the Escrow Receipts referred to below (without premium) and principal on the Class G Certificates. Beneficiary: State Street Bank and Trust Company as subordination agent (together with any successor subordination agent duly appointed and qualified under the Agreement (as defined below) the "Subordination Agent") MBIA INSURANCE CORPORATION ("MBIA"), for consideration received, hereby unconditionally, absolutely and irrevocably and without the assertion of any defenses to payment, including fraud in the inducement or fact or any other circumstances (other than payment in full) that would have the effect of discharging a surety in law or in equity guarantees to the Subordination Agent, subject only to the terms of this Policy (the "Policy"), payment of the Insured Obligation. MBIA agrees to pay to the Subordination Agent, in respect of each Distribution Date, an amount equal to (each a "Deficiency Amount"): (i) with respect to any Regular Distribution Date other than the Final Legal Distribution Date, any shortfall in amounts available to the Subordination Agent (or, in the case of Escrow Receipts, the Paying Agent (as defined in the Escrow and Paying Agent Agreement for the Class G Trust)), after giving effect to the subordination provisions of the Agreement and to the application of any amounts available to the Escrow Agent in the Class G Paying Agent Account in respect of accrued interest at the Stated Interest Rate on the Class G Deposits, any drawing paid under the Class G Liquidity Facility in respect of interest due on the Class G Certificates on such Distribution Date and any withdrawal from the Class G Cash Collateral Account in respect of interest due on the Class G Certificates on such Distribution Date in accordance with the Agreement, for the payment of accrued and unpaid interest on the Class G Certificates and, without duplication, accrued and unpaid interest on any Deposit relating to the Escrow Receipts (as defined in and issued under the Escrow and Paying Agent Agreement for the Class G {PAGE} Trust), in each case at the Stated Interest Rate for the Class G Certificates on the Pool Balance of the Class G Certificates on such Distribution Date; (ii) with respect to any Special Distribution Date (other than an Election Distribution Date or a Special Distribution Date established pursuant to the succeeding clause (iv) below) established by reason of receipt of a Special Payment constituting the proceeds of any Series G Equipment Notes (as to which there has been a default in the payment of principal thereof or that has been accelerated) or the related Trust Indenture Estate or Collateral, as the case may be, any shortfall in the amounts available to the Subordination Agent after giving effect to the subordination provisions of the Agreement and to the application of any amounts available to the Escrow Agent in the Class G Paying Agent Account in respect of accrued interest on the Class G Deposits, any drawing paid under the Class G Liquidity Facility in respect of interest due on the Class G Certificates on such Distribution Date and any withdrawal from the Class G Cash Collateral Account in respect of interest due on such Distribution Date in accordance with the Agreement, required to reduce the Pool Balance of the Class G Certificates by an amount equal to the outstanding principal amount of such Series G Equipment Note (determined immediately prior to the receipt of such proceeds) plus accrued and unpaid interest on the amount of such reduction at the Stated Interest Rate for the Class G Certificates from the period from the immediately preceding Regular Distribution Date to such Special Distribution Date; (iii) with respect to the Special Distribution Date established by reason of the failure of the Subordination Agent to have received a Special Payment constituting the proceeds of any Series G Equipment Note or the related Trust Indenture Estate or Collateral, as the case may be, during the eighteen (18) month period beginning on the last date on which full payment was made on such Series G Equipment Note (the date of such payment in full, the "Last Payment Date") as to which there has been a failure to pay principal or that has been accelerated subsequent to the Last Payment Date, the amount equal to the outstanding principal amount of such Series G Equipment Note plus accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to such Special Distribution Date; provided, however, if MBIA shall have duly given a Policy Provider Election (as defined below) with respect to such Series G Equipment Note at the end of such eighteen (18) month period and at least five (5) days prior to such Special Distribution Date, the Deficiency Amount shall be an amount equal to (A) with respect to such Special Distribution Date the scheduled principal and interest payable but not paid on such Series G Equipment Note (without regard to the acceleration thereof) during such eighteen (18) month period (after giving effect to the application of any drawing paid under the Class G Liquidity Facility and any withdrawal from the Class G Cash Collateral Account attributable to such interest on such Series G Equipment Note) and 2 {PAGE} (B) thereafter, on each Regular Distribution Date following such Special Distribution Date as to which a Policy Provider Election has been given in respect of such Series G Equipment Note, and prior to the establishment of an Election Distribution Date or a Special Distribution Date pursuant to the immediately succeeding clause (iv) with respect to such Series G Equipment Note, an amount equal to the scheduled principal (without regard to the acceleration thereof) and interest payable on such Series G Equipment Note on the related payment date; (iv) following the giving of any Policy Provider Election, with respect to any Business Day elected by MBIA upon twenty (20) days prior notice (which shall be a Special Distribution Date) and upon request by MBIA to the Subordination Agent to make a drawing under this Policy, an amount equal to the then outstanding principal balance of the Series G Equipment Note as to which the Policy Provider Election was given (less any drawings previously paid by MBIA in respect of principal on such Series G Equipment Note) and accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to such Special Distribution Date; (v) with respect to any Special Distribution Date which is an Election Distribution Date, an amount equal to the then outstanding principal balance of the Series G Equipment Note as to which such Election Distribution Date relates (less any drawing previously paid by MBIA in respect of principal of such Series G Equipment Note) and accrued and unpaid interest thereon at the Stated Interest Rate for the Class G Certificates from the immediately preceding Regular Distribution Date to such Election Distribution Date; and (vi) with respect to the Final Legal Distribution Date, any shortfall in amounts available to the Subordination Agent after giving effect to the subordination provisions of the Agreement and to the application of any amounts available to the Escrow Agent in the Class G Paying Agent Account in respect of accrued interest on the Class G Deposits, any drawing paid under the Class G Liquidity Facility in respect of interest included in the Final Distribution and any withdrawal from the Class G Cash Collateral Account in respect of interest included in the Final Distribution in accordance with the Agreement, for the payment in full of the Final Distribution (calculated as of such date but excluding any accrued and unpaid premium) on the Class G Certificates or, in the case that the full principal amount of the Class G Deposit relating to the Escrow Receipts is not used to purchase the Class G Equipment Notes, then with respect to the Final Withdrawal Date (as defined in the Escrow and Paying Agent Agreement for the Class G Trust), any shortfall in amounts available to the Paying Agent for the payment in full of unpaid principal amount of the Escrow Receipts. 3 {PAGE} For the avoidance of doubt, no Deficiency Amount described in clauses (i)-(vi) above or payment to be made in respect of an Avoided Payment described below shall constitute an accelerated or acceleration payment. If any amount paid or required to be paid in respect of the Insured Obligation is voided (a "Preference Event") under any applicable bankruptcy, insolvency, receivership or similar law in an Insolvency Proceeding, and, as a result of such a Preference Event, the Beneficiary, the Class G Trustee or any Class G Certificateholder is required to return such voided payment, or any portion of such voided payment made or to be made in respect of the Class G Certificates (including any disgorgement from the Class G Certificateholders resulting from any such Insolvency Proceeding, whether such disgorgement is determined on a theory of preferential conveyance or otherwise) (an "Avoided Payment"), MBIA will pay an amount equal to each such Avoided Payment, irrevocably, absolutely and unconditionally and without the assertion of any defenses to payment, including fraud in inducement or fact or any other circumstances that would have the effect of discharging a surety in law or in equity, upon receipt by MBIA from the Beneficiary, the Class G Trustee or such Class G Certificateholder of (x) a certified copy of a final (non-appealable) order of a court exercising jurisdiction in such Insolvency Proceeding to the effect that the Beneficiary, the Class G Trustee or such Class G Certificateholder is required to return any such payment or portion thereof because such payment was voided under applicable law, with respect to which order the appeal period has expired without an appeal having been filed (the "Final Order"), (y) an assignment, in the form of Exhibit D hereto, irrevocably assigning to MBIA all rights and claims of such Beneficiary, the Class G Trustee or such Class G Certificateholder relating to or arising under such Avoided Payment and (z) a Notice of Avoided Payment in the form of Exhibit B hereto appropriately completed and executed by the Beneficiary, the Class G Trustee or such Class G Certificateholder. Such payment shall be disbursed to the receiver, conservator, debtor-in-possession or trustee in bankruptcy named in the Final Order and not to the Beneficiary, the Class G Trustee or such Class G Certificateholder directly unless such Beneficiary, Class G Trustee or Class G Certificateholder has returned such payment to such receiver, conservator, debtor-in-possession or trustee in bankruptcy, in the Class G Trustee or the Beneficiary, as the case may be. Notwithstanding the foregoing, in no event shall MBIA be obligated to make any payment in respect of any Avoided Payment, which payment represents a payment of the principal amount of the Class G Certificates, prior to the time MBIA would have been required to make a payment in respect of such principal pursuant to sub-paragraphs (ii-vi) of this Policy; provided, further, that no payment of principal under this Policy on any Distribution Date, other than with respect to an Avoided Payment, shall exceed the Net Principal Policy Amount (as defined below) for such Distribution Date; provided, further, that no payment, other than with respect to an Avoided Payment, of a Deficiency Amount shall be in excess of the then outstanding 4 {PAGE} Pool Balance of the Class G Certificates and accrued and unpaid interest thereon at the Stated Interest Rate on the Class G Certificates. This Policy does not cover (i) any premium prepayment penalty or other accelerated payment, which at any time may become due on or with respect to any Class G Certificate, (ii) shortfalls, if any, attributable to the liability of the Subordination Agent, the Paying Agent, the Class G Trust or the Class G Trustee for withholding taxes, if any (including interest and penalties in respect of any such liability) or (iii) any failure of the Escrow Agent, the Subordination Agent or the Class G Trustee to make any payment due to the Class G Certificateholders or, if applicable, the holders of the Escrow Receipts from funds received. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Intercreditor Agreement (the "Agreement") dated as of June 28, 2000, by and among MBIA, as Policy Provider, Credit Suisse First Boston, New York branch, as Liquidity Provider, the Class G Trustee, the Class C Trustee and the Subordination Agent, without regard to any amendment or supplement thereto unless such amendment or supplement has been executed, or otherwise approved in writing, by MBIA. "Business Day" shall mean any day other than a Saturday, a Sunday or other day on which insurance companies in New York, New York or commercial banking institutions in the cities in which the corporate trust office of the Subordination Agent, the Fiscal Agent (as defined herein) or the office of MBIA specified in this Policy are located are authorized or obligated by law or executive order to close. "Class G Certificateholders" shall mean any person who is the registered owner or beneficial owner of any of the Class G Certificates and who, on the applicable Distribution Date, is entitled under the terms of the Class G Certificates to payment thereunder. "Election Distribution Date" shall mean any Special Distribution Date established by the Subordination Agent upon 20 days notice to the Class G Certificateholders by reason of (i) the occurrence and continuation of a Policy Provider Default occurring after a Policy Provider Election or (ii) the receipt of a Special Payment constituting the proceeds of a Series G Equipment Note as to which a Policy Provider Election has been given or of the related Trust Indenture Estate or Collateral. "Final Legal Distribution Date" shall mean April 1, 2021. "Insolvency Proceeding" means the commencement, after the date hereof, of any bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of assets and liabilities or similar proceedings by or against Northwest Airlines, Inc., any Liquidity Provider or any Owner Trustee and the commencement, after the date hereof, of any proceedings by Northwest 5 {PAGE} Airlines, Inc., any Liquidity Provider, or any Owner Trustee for the winding up or liquidation of its affairs or the consent, after the date hereof, to the appointment of a trustee, conservator, receiver, or liquidator in any bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of assets and liabilities or similar proceedings of or relating to Northwest Airlines, Inc., any Liquidity Provider, or any Owner Trustee. "Insurance Agreement" shall mean the Insurance and Indemnity Agreement (as may be amended, modified or supplemented from time to time), dated as of June 28, 2000, by and among MBIA, Northwest Airlines, Inc., the Class G Trustee and the Subordination Agent. "Insured Amounts" shall mean, with respect to any Distribution Date, the Deficiency Amount for such Distribution Date. "Net Principal Policy Amount" shall mean the Pool Balance of the Class G Certificates as of the Closing Date minus all amounts previously drawn on the Policy with respect to principal. "Nonpayment" shall mean, with respect to any Distribution Date, a Deficiency Amount owing to the Subordination Agent for distribution to the Class G Certificateholders or, if applicable, the holders of the Escrow Receipts in respect of such Distribution Date. "Notice of Avoided Payment" shall mean the notice, substantially in the form of Exhibit B hereto, delivered pursuant to the Policy and sent to the contact person at the address and/or fax number set forth in the Policy, and specifying the Avoidance Payment which shall be due and owing on the applicable Distribution Date. "Notice of Nonpayment" shall mean the notice, substantially in the form of Exhibit A hereto, delivered pursuant to this Policy and sent to the contact person at the address and/or fax numbers set forth in the Policy specifying the Insured Amount which shall be due and owing to the Class G Trustee (or the Paying Agent) for distribution to the Class G Certificateholders or, if applicable, the holders of the Escrow Receipts on the applicable Distribution Date. "Policy Provider Election" shall mean a notice given by MBIA when no Policy Provider Default shall have occurred and be continuing, stating that MBIA elects to make payments of Deficiency Amounts as defined under the proviso to clause (iii) of the definition of Deficiency Amounts in respect of any Series G Equipment Note in lieu of applying clause (iii) (without the proviso) of the definition of Deficiency Amount, which notice shall be given to the Subordination Agent not less than five (5) days prior to the Special Distribution Date established for payment of a Deficiency Amount under clause (iii) of the definition thereof. 6 {PAGE} "Trust Agreement" shall mean the Pass Through Trust Agreement, dated as of June 3, 1999 among NWA Corp, Northwest Airlines, Inc. and State Street Bank and Trust Company of Connecticut, National Association, as Trustee, as supplemented by Trust Supplement No. 2000-1G dated as of June 28, 2000 among the same parties, pursuant to which the Class G Certificates have been issued. Payment of amounts hereunder shall be made in immediately available funds (x) with respect to Deficiency Amounts no later than 3:00 p.m., New York City time, on the later of (a) the relevant Distribution Date and (b) the Business Day of presentation to State Street Bank and Trust Company, N.A., as Fiscal Agent for MBIA or any successor fiscal agent appointed by MBIA (the "Fiscal Agent") of a Notice of Nonpayment, appropriately completed and executed by the Beneficiary (if such Notice of Nonpayment is received by 1:00 p.m. on such day), and (y) with respect to Avoided Payments, prior to 3:00 p.m. New York City time, on the third Business Day following MBIA's receipt of the documents required under clauses (x) through (z) of the second paragraph of this Policy. Any such documents received by MBIA after 1:00 p.m. New York City time on any Business Day or on any day that is not a Business Day shall be deemed to have been received by MBIA prior to 1:00 p.m. on the next succeeding Business Day. All payments made by MBIA hereunder in respect of Avoided Payments will be made with MBIA's own funds. A Notice of Nonpayment or Notice of Avoided Payment under this Policy may be presented to the Fiscal Agent on any Business Day by (a) delivery of the original Notice of Nonpayment or Notice of Avoided Payment to the Fiscal Agent at its address set forth below, or (b) facsimile transmission of the original Notice of Nonpayment or Notice of Avoided Payment to the Fiscal Agent at its facsimile number set forth below. If presentation is made by facsimile transmission, the Beneficiary shall (i) simultaneously confirm transmission by telephone to the Fiscal Agent at its telephone number set forth below, and (ii) as soon as reasonably practicable, deliver the original Notice of Nonpayment or Notice of Avoided Payment to the Fiscal Agent at its address set forth below. Each Notice of Nonpayment or Notice of Avoided Payment shall be delivered by facsimile and mail to MBIA simultaneously with its delivery to the Fiscal Agent. If any Notice of Nonpayment or Notice of Avoided Payment received by the Fiscal Agent is not in proper form or is otherwise insufficient for the purpose of making a claim hereunder, it shall be deemed not to have been received by the Fiscal Agent, and MBIA or the Fiscal Agent, as the case may be, shall promptly so advise the Beneficiary, and the Beneficiary may submit an amended Notice of Nonpayment or Notice of Avoided Payment, as the case may be. Payments due hereunder unless otherwise stated herein will be disbursed by the Fiscal Agent to the Subordination Agent for the benefit of the Class G Certificateholders or, if applicable, the holders of the Escrow Receipts by 7 {PAGE} wire transfer of immediately available funds in the amount of such payment. Other than amounts payable in respect of Avoided Payments, MBIA's obligations under this Policy shall be discharged to the extent funds to be applied to pay the Insured Obligations under and in accordance with the Intercreditor Agreement are received by the Subordination Agent (including funds disbursed by MBIA as provided in this Policy and received by the Subordination Agent) or the Paying Agent in accordance with the Escrow and Paying Agent Agreement for the Class G Trust whether or not such funds are properly applied by the Subordination Agent, the Paying Agent or the Class G Trustee. MBIA's obligations to make payments in respect of any Avoided Payments shall be discharged to the extent such payments are made by MBIA hereunder and are received by the Subordination Agent, the Class G Trustee, the applicable Class G Certificateholder or the receiver, conservator, debtor-in-possession or trustee in bankruptcy as applicable, whether or not such payments are properly applied by the Subordination Agent or the Class G Trustee. The Fiscal Agent is the agent of MBIA only, and the Fiscal Agent shall in no event be liable to Class G Certificateholders for any acts of the Fiscal Agent or any failure of MBIA to deposit or cause to be deposited sufficient funds to make payments due under this Policy. Any notice hereunder delivered to the Fiscal Agent of MBIA may be made at the address listed below for the Fiscal Agent of MBIA or such other address as MBIA shall specify in writing to the Subordination Agent. The notice address of the Fiscal Agent is 61 Broadway, 15th Floor, New York, New York 10006, Attention: Municipal Registrar and Paying Agency, Facsimile: (212) 612-3201, Telephone: (212) 612-3458. All notices, presentations, transmissions, deliveries and communications made by the Beneficiary to MBIA with respect to this Policy shall specifically refer to the number of this Policy and shall be made to MBIA at: MBIA Insurance Corporation 113 King Street Armonk, N.Y. 10504 Attention: Insured Portfolio Management, Structured Finance Telephone: (914) 273-4949 Facsimile: (914) 765-3163 or such other address, telephone number or facsimile number as MBIA may designate to the Beneficiary in writing from time to time. Each such notice, presentation, transmission, delivery and communication shall be effective only upon actual receipt by MBIA. 8 {PAGE} To the extent and in the manner specified in the Intercreditor Agreement or the Escrow and Paying Agent Agreement for the Class G Trust, MBIA shall be subrogated to the rights of each Class G Certificateholder to receive payments under the Class G Certificates and the Escrow Receipts to the extent of any payment hereunder. This Policy is neither transferable nor assignable, in whole or in part, except to a successor Subordination Agent duly appointed and qualified under the Agreement. Such transfer and assignment shall be effective upon receipt by MBIA of a copy of the instrument effecting such transfer and assignment signed by the transferor and by the transferee, and a certificate, properly completed and signed by the transferor and the transferee, in the form of Exhibit C hereto (which shall be conclusive evidence of such transfer and assignment), and, in such case, the transferee instead of the transferor shall, without the necessity of further action, be entitled to all the benefits of and rights under this Policy in the transferor's place, provided that, in such case, the Notice of Nonpayment presented hereunder shall be a certificate of the transferee and shall be signed by one who states therein that he is a duly authorized officer of the transferee. There shall be no acceleration payment due under this Policy unless such acceleration is at the sole option of MBIA. This Policy shall terminate and the obligations of MBIA hereunder shall be discharged on the day (the "Termination Date") which is one year and one day following the Distribution Date upon which the Final Distribution on the Class G Certificates is made. The foregoing notwithstanding, if an Insolvency Proceeding is existing during the one year and one day period set forth above, then this Policy and MBIA's obligations hereunder shall terminate on the later of (i) the date of the conclusion or dismissal of such Insolvency Proceeding without continuing jurisdiction by the court in such Insolvency Proceeding, and (ii) the date on which MBIA has made all payments required to be made under the terms of this Policy in respect of Avoided Payments.