Financing of Aircraft. (a) The Company confirms that it has entered into each Aircraft Purchase Agreement with the Manufacturer pursuant to which the Company has agreed to purchase, and the Manufacturer has agreed to deliver, the Eligible Aircraft subject thereto in the months specified in Schedule I hereto, all on and subject to terms and conditions specified in such Aircraft Purchase Agreement. The Company agrees to finance the Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the relevant Financing Agreements.
(b) In furtherance of the foregoing, the Company agrees to give the parties hereto, the Depositary and each of the Rating Agencies not less than two Business Days' prior notice substantially in the form of Exhibit A hereto (a "Closing Notice") of the scheduled closing date (the "Scheduled Closing Date") (or, in the case of a substitute Closing Notice under Section 1(e) or (f) hereof, one Business Day's prior notice) in respect of the financing of each Aircraft under this Agreement, which notice shall:
(i) specify the Scheduled Closing Date of such Aircraft (which shall be a Business Day before the Cut-off Date and, except as provided in Section 1(f) hereof, the date (the "Funding Date") on which the financing therefor in the manner provided herein shall be consummated);
(ii) instruct each Pass Through Trustee being requested to purchase Equipment Notes pursuant to such Closing Notice (the "Applicable Pass Through Trustees")to enter into the Participation Agreement included in the Financing Agreements with respect to such Aircraft in such form and at such a time on or before the Funding Date specified in such Closing Notice and to perform its obligations thereunder;
(iii) instruct each of the Class A and Class B Pass Through Trustees to instruct the relevant Escrow Agent to provide a Notice of Purchase Withdrawal to the Depositary with respect to the Equipment Notes to be issued to such Pass Through Trustee in connection with the financing of such Aircraft (except in the case of any such financing on the Issuance Date); and
(iv) specify the aggregate principal amount of each series of Equipment Notes, if any, to be issued, and purchased by the Applicable Pass Through Trustees, in connection with the financing of such Aircraft scheduled on such Funding Date (which shall in all respects comply with the Required Terms). Notwithstanding the foregoing, in the case of any Aircraft to be financed hereunder on the Issuance Date,...
Financing of Aircraft. 3- Section 3. Conditions Precedent . . . . . . . . . . . . . . . . . . . . -7- Section 4. Representations and Warranties . . . . . . . . . . . . . . . -8- Section 5. Covenants . . . . . . . . . . . . . . . . . . . . . . . . . -13- Section 6. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . -15- Section 7. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . -15- Section 8. Further Assurances . . . . . . . . . . . . . . . . . . . . . -16- Section 9. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . -16- Section 10. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . -17- Section 11. Termination . . . . . . . . . . . . . . . . . . . . . . . . -21- Section 12. Third Party Beneficiary . . . . . . . . . . . . . . . . . . -21- Section 13. Governing Law . . . . . . . . . . . . . . . . . . . . . . . -21- Schedule I Aircraft and Scheduled Closing Months Schedule II Trust Supplements Schedule III Deposit Agreements Schedule IV Escrow and Paying Agent Agreements Schedule V Mandatory Document Terms Schedule VI Mandatory Economic Terms Schedule VII Aggregate Amortization Schedule ANNEX Annex A Definitions EXHIBITS Exhibit A-1 Form of Leased Aircraft Participation Agreement Exhibit A-2 Form of Lease Exhibit A-3 Form of Leased Aircraft Indenture Exhibit A-4 Form of Aircraft Purchase Agreement Assignment Exhibit A-5 Form of Leased Aircraft Trust Agreement Exhibit A-6 Form of Leased Aircraft Guarantee Exhibit B Form of Closing Notice Exhibit C-1 Form of Owned Aircraft Participation Agreement Exhibit C-2 Form of Owned Aircraft Indenture Exhibit C-3 Form of Owned Aircraft Guarantee NOTE PURCHASE AGREEMENT This NOTE PURCHASE AGREEMENT, dated as of June 28, 2000, among (i) Northwest Airlines, Inc., a Minnesota corporation (the "Company"), (ii) State Street Bank and Trust Company of Connecticut, National Association, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity together with its successors in such capacity, the "Pass Through Trustee") under each of the two separate Pass Through Trust Agreements (as defined below), (iii) State Street Bank and Trust Company, a Massachusetts trust company, as subordination agent and trustee (in such capacity together with its successors in such capacity, the "Subordination Agent") under the Intercreditor Agreement (as defined below), (iv) First Security Bank, National Association, a national banking associat...
Financing of Aircraft. (a) Section 1(b) is amended by (i) inserting in clause (ii) after “instruct each Pass Through Trustee” the following: “and the Class B Pass Through Trustee”, (ii) by inserting in clause (iii) after “instruct the relevant Escrow Agent” the following: “and instruct the Class B Pass Through Trustee to instruct the Class B Escrow Agent”, and (iii) by inserting in clause (iii) after “such Pass Through Trustee” the following: “or Class B Pass Through Trustee”.
(b) Section 1(c) is amended by deleting “Pass Through Trustee” in the last sentence and substituting in lieu thereof “each Applicable Pass Through Trustee”.
(c) Section 1(e) is amended by (i) inserting in the second sentence after “to fund its purchase of the related Equipment Notes” the following: “and the Class B Escrow Agent shall be entitled to withdraw one or more Class B Deposits under the Class B Deposit Agreement to enable the Class B Pass Through Trustee to fund its purchase of the related Equipment Notes” and (ii) inserting in the last sentence after “Section 5.01 of each of the Trust Supplements” the following: “relating to the Pass Through Trust Agreements and Section 5.01 of the Class B Trust Supplement”.
(d) Section 1(h) is amended by deleting “the Pass Through Trustees” and substituting in lieu thereof the following: “the Applicable Pass Through Trustees”.
(e) Section 1(i) is amended by (i) inserting “(x)” before “to the Class AA or Class A Pass Through Trustee” and (ii) inserting after “related Deposit Agreement” the following: “or (y) to the Class B Pass Through Trustee in an aggregate principal amount in excess of the amount of the Class B Deposits then available for withdrawal by the Class B Escrow Agent under and in accordance with the provisions of the Class B Deposit Agreement”.
Financing of Aircraft. Section 3. Conditions Precedent....
Financing of Aircraft. (a) The Company confirms that (i) it currently owns the Owned Aircraft and (ii) it has entered into the Aircraft Purchase Agreement with the Manufacturer pursuant to which the Company has agreed to purchase, and the Manufacturer has agreed to deliver, the New Aircraft in the months specified in Schedule I hereto, all on and subject to terms and conditions specified in the Aircraft Purchase Agreement. The Company agrees to finance the Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the relevant Financing Agreements.
(b) In furtherance of the foregoing, the Company agrees to give the parties hereto, the Depositary and each of the Rating Agencies not less than two Business Days' prior notice substantially in the form of Exhibit A hereto (a "Closing Notice") of the scheduled closing date (the "Scheduled Closing Date") (or, in the case of a substitute Closing Notice under
Financing of Aircraft. Operation of air cargo and air freight activities (subject to prior written approval of LANDLORD's Airport Manger;
Financing of Aircraft. (a) The Company confirms that it has entered into the Purchase Agreement with the Manufacturer pursuant to which the Company has agreed to purchase, and the Manufacturer has agreed to deliver, the Aircraft, all on and subject to terms and conditions specified in the Purchase Agreement. The currently scheduled delivery dates for the Aircraft are set forth in Schedule 1. The Company agrees to finance the Aircraft in
Financing of Aircraft. (a) The Company confirms that (i) it currently owns the Encumbered Aircraft and the Delivered Aircraft delivered to it by the Manufacturer prior to the date hereof and (ii) it has entered into each Aircraft Purchase Agreement with the Manufacturer pursuant to which the Company has agreed to purchase, and the Manufacturer has agreed to deliver, the Eligible Aircraft subject thereto in the months specified in Schedule I hereto, all on and subject to terms and conditions specified in such Aircraft Purchase Agreement. The Company agrees to finance the Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the relevant Financing Agreements.
(b) In furtherance of the foregoing, the Company agrees to give the parties hereto, the Depositary and each of
Financing of Aircraft. (a) Agreement to Finance. The Company confirms that (i) it currently owns the Owned Aircraft and (ii) with respect to each Eligible Aircraft, it has entered into the applicable Aircraft Purchase Agreement with the applicable Manufacturer pursuant to which the Company has agreed to purchase, and such Manufacturer has agreed to deliver, such Eligible Aircraft in the months specified in Schedule I hereto (which months are subject to change as provided in such Aircraft Purchase Agreement), all on and subject to terms and conditions specified in such Aircraft Purchase Agreement. The Company agrees to finance (i) each New Aircraft (other than a New Aircraft that is an Embraer 170 Aircraft) in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, by the date referred to in clause (a) of the definition of Delivery Period Termination Date, (ii) each New Aircraft that is an Embraer 170 Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, by August 14, 2020 and (iii) each Owned Aircraft in the manner provided herein, all on and subject to the terms and conditions hereof and of the applicable Financing Agreements, by February 14, 2020. Note Purchase Agreement American Airlines 2019-1 Aircraft EETC
Financing of Aircraft. (a) The Company confirms that it currently owns the Initial Aircraft. The Company may finance the Initial Aircraft (and any other Eligible Aircraft) from time to time in the manner provided herein, all on and subject to the terms and conditions hereof and of the Operative Agreements. On the terms and conditions of this Agreement, the Class A-1 Trust commits to purchase during the Availability Period the Series A-1 Equipment Notes, in an aggregate principal amount at any time outstanding up to the Maximum Facility Amount (the “Commitment”). The Subordination Agent on behalf of the Class A-1 Trust agrees to purchase, during the Availability Period, at a purchase price of 100% of the principal amount thereof, the Series A-1 Equipment Notes in an aggregate principal amount at any time outstanding up to the amount of the Commitment in effect from time to time. For avoidance of doubt, any principal amount of a Series A-1 Equipment Note that has been redeemed during the Availability Period shall be deemed to constitute an unused portion of the Commitment, and shall be available to be reborrowed by the Company pursuant to this Agreement (by way of issuance of further Series A-1 Equipment Notes) during the Availability Period.
(b) In furtherance of the foregoing and in connection with the issuance of any Equipment Note for any Aircraft hereunder, the Company shall give the parties hereto notice substantially in the form of Exhibit A hereto (a “Closing Notice”) of the Scheduled Closing Date for such Aircraft no later than 11:00 a.m. (New York City time) at least three Business Days prior to such Scheduled Closing Date (or, if Section 1(e) applies, a Business Day thereafter and before the Cut-off Date for such Aircraft), which notice shall:
(i) specify the expected Closing Date of such Aircraft;
(ii) identify the Eligible Aircraft to be financed;
(iii) instruct the Class A-1 Trust to enter into a Participation Agreement Supplement with respect to such Aircraft in such form and at such a time on or before the expected Closing Date specified in such Closing Notice and to perform its obligations under the Participation Agreement with respect to such Aircraft; and
(iv) specify the aggregate principal amount of Equipment Notes, if any, to be issued, and purchased by the Class A-1 Trust, in connection with the financing of such Aircraft scheduled on such expected Closing Date (which shall be in substantially the forms attached to the Indenture and include the Required Term...
