Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: No. ____ Date: [__________, ____] $_______________________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 3 contracts

Samples: Trust Indenture and Mortgage (PLM Equipment Growth & Income Fund Vii), Trust Indenture and Mortgage (PLM Equipment Growth Fund Vi), Trust Indenture and Mortgage (PLM Equipment Growth Fund V)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: No. ____ Date: [__________, ____] $_______________________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement ~~645~~648, dated as of ~~September 30~~November 26, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on ~~October~~ April 1, ~~1997~~1998, and thereafter on ~~April~~ October 1 and ~~October~~ April 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 3 contracts

Samples: Trust Indenture and Mortgage (PLM Equipment Growth & Income Fund Vii), Trust Indenture and Mortgage (PLM Equipment Growth Fund V), Trust Indenture and Mortgage (PLM Equipment Growth Fund Vi)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: No. ____ Date: [__________, ____] $_______________________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement ~~645~~646, dated as of ~~September 30~~November 21, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on ~~October~~ April 1, ~~1997~~1998, and thereafter on ~~April~~ October 1 and ~~October~~ April 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 3 contracts

Samples: Trust Indenture and Mortgage (PLM Equipment Growth Fund V), Trust Indenture and Mortgage (PLM Equipment Growth Fund Vi), Trust Indenture and Mortgage (PLM Equipment Growth & Income Fund Vii)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: No. ____ Date: [__________, ____] $_______________________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement ~~645~~647, dated as of ~~September 30~~November 24, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on ~~October~~ April 1, ~~1997~~1998, and thereafter on ~~April~~ October 1 and ~~October~~ April 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 3 contracts

Samples: Trust Indenture and Mortgage (PLM Equipment Growth & Income Fund Vii), Trust Indenture and Mortgage (PLM Equipment Growth Fund V), Trust Indenture and Mortgage (PLM Equipment Growth Fund Vi)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. No. ~~____ Date: [__________, ____] $_____________~~__________ ~~FIRST SECURITY BANK~~Date: ________ DEBT RATE MATURITY DATE JETBLUE AIRWAYS CORPORATION (together with its successors and permitted assigns, ~~NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the~~ “~~Owner Trustee~~Company”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to ________________________, or the registered assignee thereof, the principal ~~sum~~ amount of __________________________ Dollars ($___________~~_ (the “Original Amount”), together with interest~~ ) [on _______]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in ~~full at a rate per annum equal to the Debt Rate~~full. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment ~~Note.~~ Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N976JT), dated as of ~~September 30~~November 12, ~~1997~~2019, between ~~the Owner Trustee~~ Company and Wilmington Trust ~~Company~~ Company, as Loan Trustee (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). ~~The interest rate borne by this~~ 1 To be inserted in non-installment Equipment ~~Note shall~~ Notes. 2 To be ~~subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement~~inserted in installment Equipment Notes. ~~All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to~~ 3 To be ~~made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included~~ inserted in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this installment Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust IndentureNotes. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the ~~Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust~~ Indenture, to all of which terms and conditions in the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the ~~Trust~~ Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for ~~a like~~ an equal aggregate ~~Original Amount~~ principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, ~~the Owner~~ Company and Loan Trustee shall deem and ~~the Mortgagee shall~~ treat the ~~person~~ Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, ~~whether or not this Equipment Note be overdue,~~ and neither ~~the Owner~~ Company nor Loan Trustee ~~nor the Mortgagee~~ shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the ~~Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust~~ Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section ~~4.04~~ 4.02 of the ~~Trust~~ Indenture. [This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Section 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note ~~is,~~ is[,]4 [(i) to the extent and in the manner provided in the ~~Trust~~ Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations ~~(as defined in the Trust Indenture)~~ in respect of [Series AA Equipment Notes]5 [Series AA Equipment Notes and Series A Equipment ~~Notes]1~~ Notes]6 [Series AA 4 To be inserted in the case of a Series AA Equipment Note. 5 To be inserted in the case of a Series A Equipment Note. 6 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. Equipment Notes, Series A Equipment Notes and ~~Series B~~ [ ]7]8, and certain other Secured Obligations, and (ii)]9 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment ~~Notes],2~~ Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The ~~Note Holder~~ Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the ~~Mortgagee~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, on ~~his~~ such Noteholder’s behalf to take ~~such~~ any action ~~as may be~~ necessary or appropriate to effectuate the subordination as provided in the ~~Trust~~ Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the ~~Mortgagee his~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such ~~purpose.]3~~ purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of ~~the Mortgagee~~ Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose. 7 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 8 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 9 To be inserted in the case of a Series A Equipment Note or an Additional Series Equipment Note. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Appears in 2 contracts

Samples: Indenture and Security Agreement (Jetblue Airways Corp), Indenture and Security Agreement (Jetblue Airways Corp)

Appears in 2 contracts

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/), Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Appears in 2 contracts

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/), Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Appears in 2 contracts

Samples: Indenture and Security Agreement (American Airlines Inc), Indenture and Security Agreement (Amr Corp)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. No. __________ Date: [________ DEBT RATE MATURITY DATE __________ __________, ____~~] $~~_ FEDERAL EXPRESS CORPORATION (together with its successors and permitted assigns, “Company”) hereby promises to pay to , or the registered assignee thereof, the principal amount of __________________________ ~~FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee~~ Dollars (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $___________~~_ (the “Original Amount”), together with interest~~ ) in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due, and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________full. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N126FE), dated as of ~~September 30~~August 13, ~~1997~~2020, between ~~the Owner Trustee~~ Company and Wilmington Trust ~~Company~~ Company, as Loan Trustee (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are overdue, in each case for the period~~ the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in ~~Section~~ ‎Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the ~~Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust~~ Indenture, to all of which terms and conditions in the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the ~~Trust~~ Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for ~~a like~~ an equal aggregate ~~Original Amount~~ principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, ~~the Owner~~ Company and Loan Trustee shall deem and ~~the Mortgagee shall~~ treat the ~~person~~ Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, ~~whether or not this Equipment Note be overdue,~~ and neither ~~the Owner~~ Company nor Loan Trustee ~~nor the Mortgagee~~ shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections ~~2.10~~‎2.10, ~~2.11~~ ‎2.11 and ~~2.12~~ ‎2.12 of the ~~Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust~~ Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in ~~Section 4.04~~ ‎Section 4.02 of the ~~Trust~~ Indenture. [This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in ‎Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in ‎Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Sections ‎4.01(g), ‎(h) or ‎(i) of the Indenture, except, in each case, as expressly provided in Article ‎III of the Indenture or Article ‎III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note ~~is,~~ is[,]1 [(i) to the extent and in the manner provided in the ~~Trust~~ Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations ~~(as defined in the Trust Indenture)~~ in respect of [Series A AA Equipment ~~Notes]1~~ Notes]2 [Series A AA Equipment Notes and ~~Series B~~ [ ]3]4, and certain other Secured Obligations, and (ii)]5 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment ~~Notes],2~~ Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The ~~Note Holder~~ Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the ~~Mortgagee~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, on ~~his~~ such Noteholder’s behalf to take ~~such~~ any action ~~as may be~~ necessary or appropriate to effectuate the subordination as provided in the ~~Trust~~ Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the ~~Mortgagee his~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such ~~purpose.]3~~ purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under ‎Section 2.13 or Article ‎III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article ‎III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of ~~the Mortgagee~~ Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. 1 To be inserted in the case of a Series AA Equipment Note. 2 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 3 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 4 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 5 To be inserted in the case of an Additional Series Equipment Note.

Appears in 1 contract

Samples: Indenture and Security Agreement (Fedex Corp)

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (America West Airlines Inc)

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Us Airways Inc)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: ~~No. ____ Date: [__________~~THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, ~~____] $_______________________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee~~ AS AMENDED (~~herein in such capacity called the~~ THE “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. ISSUED IN CONNECTION WITH THE BOEING MODEL 737-900ER (GENERIC MANUFACTURER AND MODEL BOEING MODEL 737-900) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N907DN No. Date: DEBT RATE MATURITY DATE DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal ~~sum~~ amount of ~~$____________~~ Dollars (~~the “Original Amount”), together with interest~~ $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in ~~full at a rate per annum equal to the Debt Rate~~full. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment ~~Note.~~ Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N907DN), dated as of ~~September 30~~March 13, ~~1997~~2019, between ~~the Owner~~ Company and U.S. Bank Trust National Association, as Loan Trustee ~~and Wilmington Trust Company~~ (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. 3 To be inserted in installment Equipment Notes. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the ~~Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust~~ Indenture, to all of which terms and conditions in the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the ~~Trust~~ Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for ~~a like~~ an equal aggregate ~~Original Amount~~ principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, ~~the Owner~~ Company and Loan Trustee shall deem and ~~the Mortgagee shall~~ treat the ~~person~~ Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, ~~whether or not this Equipment Note be overdue,~~ and neither ~~the Owner~~ Company nor Loan Trustee ~~nor the Mortgagee~~ shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the ~~Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust~~ Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section ~~4.04~~ 4.02 of the ~~Trust~~ Indenture. [This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Sections 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note ~~is,~~ is[,]4 [(i) to the extent and in the manner provided in the ~~Trust~~ Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations ~~(as defined in the Trust Indenture)~~ in respect of [Series AA Equipment Notes]5 [Series AA Equipment Notes and Series A Equipment ~~Notes]1~~ Notes]6 [Series AA Equipment Notes, Series A Equipment Notes and [ ]7]8, and certain other Secured Obligations, and (ii)]9 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such 4 To be inserted in the case of a Series B AA Equipment ~~Notes],2~~ Note. 5 To be inserted in the case of a Series A Equipment Note. 6 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 7 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 8 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 9 To be inserted in the case of a Series A Equipment Note or an Additional Series Equipment Note. Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The ~~Note Holder~~ Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the ~~Mortgagee~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, on ~~his~~ such Noteholder’s behalf to take ~~such~~ any action ~~as may be~~ necessary or appropriate to effectuate the subordination as provided in the ~~Trust~~ Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the ~~Mortgagee his~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such ~~purpose.]3~~ purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of ~~the Mortgagee~~ Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: (Secured by, among others, Lease Obligations of Union Tank Car Company) Issued in Connection with Certain Railroad Rolling Stock No~~. ____ Date: [~~._____~~_____~~_ Chicago, ~~____]~~ Illinois June 29, 2000 $_______________~~_______~~_ ~~FIRST SECURITY BANK~~Norwest Bank Minnesota, ~~NATIONAL ASSOCIATION~~National Association, not in its individual ~~capacity~~ capacity, but solely as ~~Owner Trustee~~ owner trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement ~~645~~(UTC Trust No. 2000-A) (L-16), dated June 29, 2000, as ~~of September 30, 1997~~from time to time supplemented and amended (herein called the "Trust Agreement"), between the Owner ~~Participant named~~ Trustee in its individual capacity and the institution referred to therein ~~and First Security Bank, National Association (herein~~ as ~~such Trust Agreement may be supplemented or amended from time to time called~~ the ~~“Trust Agreement”)~~"Owner Participant", hereby promises to pay to _______________________________, or ~~the~~ registered ~~assignee thereof~~assigns, the principal sum of $____________ in lawful currency of the United States of America, in installments payable on the dates set forth in Exhibit A hereto, commencing January 15, 2001, and thereafter to and including [June 29], 2016 each such installment to be in an amount equal to the corresponding percentage (if any) of the ~~“Original Amount”)~~remaining principal amount hereof set forth in Exhibit A hereto, together with interest thereon on the amount of ~~the Original Amount~~ such principal amount remaining unpaid from time to time from and including the date hereof until such principal amount shall be due and payable, payable on January 15, 2001 and on each July 15 and January 15 thereafter to the maturity date hereof at the rate of 8.13% per annum (~~calculated~~ computed on the basis of a 360-day year ~~of 360 days comprised~~ of twelve 30-day months~~) from the date hereof until paid in full at a rate per annum equal~~ ). Interest on any overdue principal and (to the ~~Debt Rate. The Original Amount of this Equipment Note shall be payable in installments~~ extent legally enforceable) on ~~the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid~~ overdue interest shall be paid from the due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, thereof at the ~~Payment Due Rate~~ rate of 10.13% per annum (~~calculated~~ computed on the basis of a 360-day year ~~of 360 days comprised~~ of twelve 30-day months) ), payable on ~~any overdue Original Amount, any overdue~~ demand. All payments of principal and interest and Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made ~~by the Owner Trustee~~ hereunder and under the Trust Indenture or and Security Agreement (UTC Trust No. 2000-A) (L-16), dated June 29, 2000 as from time to time amended and supplemented (herein called the ~~Participation Agreement~~ "Indenture", the defined terms therein not otherwise defined herein being used herein with the same meanings), between the Owner Trustee and LaSalle National Bank, as Indenture Trustee thereunder for the holder of this Equipment Note and the holders of other Equipment Notes outstanding thereunder (herein in such capacity called the "Indenture Trustee") shall be ~~payable~~ made only from the income and proceeds from the ~~Trust Estate to the extent included in the Trust~~ Indenture Estate and only to the extent that the ~~Owner~~ Indenture Trustee shall have sufficient income or proceeds from the ~~Trust Estate to the extent included in the Trust~~ Indenture Estate ~~to enable the Mortgagee~~ to make such payments in accordance with the terms of ~~Section 2.03 and~~ Article III of the ~~Trust~~ Indenture~~, and each~~ . Each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the ~~Trust~~ Indenture Estate to the extent available for distribution to the holder hereof as ~~above~~ provided in the Indenture and that none of the Owner Trustee, the Owner Participant, the ~~Owner~~ Indenture Trustee or their permitted successors and ~~the Mortgagee~~ assigns is or shall be personally liable ~~or liable in any manner extending to any assets other than the Trust Indenture Estate~~ to the holder hereof for any ~~amounts~~ amount payable ~~or any liability~~ under this Equipment Note or the Indenture or, except as expressly provided in the ~~Trust Indenture~~ Participation Agreement or in the ~~Participation Agreement~~Indenture, for any liability under the ~~Trust Indenture~~ Participation Agreement or (in the ~~Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right~~ case of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee ~~on this Equipment Note for purposes of realizing upon~~ or the ~~Trust~~ Indenture ~~Estate and to exercise all rights and remedies provided under~~ Trustee) the ~~Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust~~ Indenture. ~~There shall be maintained an Equipment Note Register for~~ Payments with respect to the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount principal amount hereof, Make-Whole Amount, if any, and interest ~~and other amounts due hereunder~~ thereon shall be payable in ~~Dollars~~ U.S. dollars in immediately available funds at the ~~Corporate Trust Office~~ principal bond and trustee administration office of the ~~Mortgagee~~Indenture Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note. Whenever the date scheduled for any payment to be made hereunder or under the Indenture shall not be a Business Day, ~~except that in~~ then such payment need not be made on such scheduled date but may be made on the ~~case~~ next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided such payment is made on such next succeeding Business Day) no interest shall accrue on the amount of ~~any final~~ such payment ~~with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter~~ from and after such scheduled date to the ~~Mortgagee for cancellation~~time of such payment on such next succeeding Business Day. ~~The~~ Each holder hereof, by its acceptance of this Equipment Note, agrees ~~that, except as provided in the Trust Indenture,~~ that each payment ~~of the Original Amount, Make-Whole Amount, if any, and interest~~ received by it hereunder shall be applied, first, to the payment of ----- accrued but unpaid interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such paymentthen due, second, to the ------ payment of the ~~Original Amount~~ unpaid principal amount of this Equipment Note then due, third, ----- to the payment of any Make-Whole ~~Amount, if any, and any other amount due hereunder or under the Trust Indenture~~Amount then due, and fourth~~, the balance, if any, remaining thereafter~~, to the payment of ~~installments of~~ ------ the ~~Original Amount~~ remaining outstanding principal amount of this Equipment ~~Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by~~ Note; provided, that the Owner Trustee ~~pursuant to the terms~~ may only prepay this Equipment Note as provided in Sections 2.10, 3.02 and 3.03 of the ~~Trust~~ Indenture. 1. The ~~Trust~~ Indenture Estate is held by the ~~Mortgagee~~ Indenture Trustee as ~~security, in part,~~ security for the Equipment Notes~~. The provisions of this Equipment Note are subject to the Trust Indenture~~. Reference is hereby made to the ~~Trust~~ Indenture for a ~~complete~~ statement of the rights ~~and obligations~~ of the holder of, and the nature and extent of the security for, this Equipment ~~Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture~~Note, as well as for a statement of the terms and conditions of the ~~Trust~~ trusts created by the ~~Trust~~ Indenture, to all of which terms and conditions in the ~~Trust~~ Indenture each holder hereof agrees by its acceptance of this Equipment Note. As This Equipment Note is not subject to redemption or prepayment except as provided in Sections 2.10, 3.02 and 3.03 of the Indenture. This Equipment Note is subject to purchase by the Owner Trustee without a Make-Whole Amount as provided in Section 5.04(b) of the Indenture. The holder hereof, by its acceptance of this Equipment Note, agrees to be bound by said provisions. This Equipment Note is a registered Equipment Note and is transferable, as provided in the ~~Trust Indenture and subject to certain limitations therein set forth~~Indenture, only upon surrender of this Equipment Note ~~is exchangeable~~ for registration of transfer duly endorsed by, or accompanied by a ~~like aggregate Original Amount~~ written statement of ~~Equipment Notes of different~~ transfer duly executed by, the registered holder hereof or his attorney duly authorized ~~denominations, as requested by the holder surrendering the same~~in writing. Prior to the due ~~presentment~~ presentation for registration of transfer of this Equipment Note, the Owner Trustee and the ~~Mortgagee shall~~ Indenture Trustee may deem and treat the ~~person in whose name~~ registered holder of this Equipment Note ~~is registered~~ as the absolute owner and holder hereof for the purpose of receiving payment of all ~~purposes, whether or~~ amounts payable with respect hereto and for all other purposes and shall not ~~this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall~~ be affected by any notice to the contrary. ~~This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise~~THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. ~~This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise~~THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the ~~Mortgagee~~ Indenture Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Union Tank Car Co)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: ~~No. ____ Date: [__________~~THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, ~~____] $_______________________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee~~ AS AMENDED (~~herein in such capacity called the~~ THE “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. No. Date: DEBT RATE MATURITY DATE DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal ~~sum~~ amount of ~~$____________~~ Dollars (~~the “Original Amount”), together with interest~~ $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in ~~full at a rate per annum equal to the Debt Rate~~full. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment ~~Note.~~ Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N103DU), dated as of ~~September 30~~March 13, ~~1997~~2019, between ~~the Owner~~ Company and U.S. Bank Trust National Association, as Loan Trustee ~~and Wilmington Trust Company~~ (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. 3 To be inserted in installment Equipment Notes. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture~~. Reference is hereby made to~~ , the ~~Trust Indenture for a complete statement of~~ Related Indentures, the ~~rights and obligations of~~ Participation Agreement, the ~~holder of,~~ other Operative Documents and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.Pass Through

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Appears in 1 contract

Samples: Note Purchase Agreement (American Airlines, Inc.)

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Appears in 1 contract

Samples: Note Purchase Agreement (American Airlines Inc)

Appears in 1 contract

Samples: Note Purchase Agreement

Appears in 1 contract

Samples: Indenture and Security Agreement (Amr Corp)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: AS OWNER TRUSTEE UNDER [AMENDED AND RESTATED]1 TRUST AGREEMENT [TN] No. ____ Date: [__________, ____] $[___________] [____________~~___________ FIRST SECURITY BANK~~] XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner ___________________________ 1. Delete for New Aircraft. TABLE OF CONTENTS Trustee”) under that certain [Amended and Restated]2 Trust Agreement ~~645~~[TN], dated as of ~~September 30, 1997~~[DD], between the Owner Participant named therein and ~~First Security Bank~~Xxxxx Fargo Bank Northwest, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to ~~__________________~~WILMINGTON TRUST COMPANY, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ monthly installments commencing on ~~October 1~~[__________, ~~1997~~200_], and thereafter on ~~April 1 and October 1~~ the first day of each ~~year~~month, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [_____] EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE AIRBUS MODEL [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[_____] No. ____ Date: [__________, ____] $_______________________ ~~FIRST SECURITY BANK~~INTEREST RATE MATURITY DATE US AIRWAYS, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1~~April 22, ~~1997,~~ 2011 and thereafter on April 1 22 and October 1 22 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Us Airways Inc)

Form of Equipment Notes. The Equipment Notes shall be ----------------------- substantially in the form set forth below: Trust Indenture and Security Agreement (GARC II 98-A) _____% EQUIPMENT NOTE (GARC II 98-A) (Secured by, among others, Lease Obligations of General American Railcar Corporation II) Issued in Connection with certain Railroad Rolling Stock No. ______ ~~Date: [~~Chicago, Illinois $__________, __~~__] $~~_ ____________________~~___ FIRST SECURITY BANK~~, ~~NATIONAL ASSOCIATION~~1998 GARC II 98-A Railcar Trust, by Wilmington Trust Company, not in its individual ~~capacity~~ capacity, but solely as ~~Owner Trustee~~ owner trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement ~~645~~(GARC II 98-A), dated as of September 301, ~~1997~~1998, as from time to time supplemented and amended (herein called the "Trust Agreement"), between the Owner ~~Participant named~~ Trustee in its individual capacity and the institution referred to therein ~~and First Security Bank, National Association (herein~~ as ~~such Trust Agreement may be supplemented or amended from time to time called~~ the ~~“Trust Agreement”)~~"Owner Participant", hereby promises to pay to __________________, or ~~the~~ registered ~~assignee thereof~~assigns, the principal sum of $________________ (or such lesser amount as shall equal the ~~“Original Amount”), together with interest on the~~ unpaid principal amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment ~~Note shall be payable~~ Note), in ~~installments~~ lawful currency of the United States of America, on the ~~dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due~~ Rated Maturity Date and ~~payable in semiannual installments~~ on each Payment Date commencing on ~~October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including~~ ___________ ____~~_. Notwithstanding~~ , 1998 that precedes the ~~foregoing~~Rated Maturity Date, (i) the ~~final payment made on this Equipment Note shall~~ principal amount required to be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made paid on such ~~scheduled~~ date ~~but shall be made on~~ by Sections 2.2 and 3.1 of the ~~next succeeding Business Day and if such payment is made on such next succeeding Business Day~~Indenture, no (ii) interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated computed on the basis of a 360-day year of ~~360 days comprised~~ twelve 30-day months) on the unpaid principal balance hereof, from and including the date hereof or the most recent Payment Date for which interest has been duly paid to but excluding such Payment Date at the Debt Rate, (iii) without duplication of any amount payable pursuant to clause (ii), interest (computed on the basis of a 360-day year of twelve 30-day months) on any ~~overdue Original Amount~~Rated Amortization of this Equipment Note, and, to the extent lawful, interest payable under the foregoing clause (ii), that is not paid on the date such principal or interest becomes due and payable, for the period from and including the date such Rated Amortization becomes due and payable to but excluding the date such principal is paid in full, at the Default Rate, (iv) any ~~overdue Make-Whole Amount, if any~~Premium required to be paid on such date by Sections 2.2 and 3.1 of the Indenture, and (~~to the extent permitted by applicable Law~~v) any ~~overdue~~ interest (computed on the basis of a 360-day year of twelve 30-day months) required to be paid on such date by Sections 2.2 and 3.1 of the Indenture on any ~~other amounts~~ Premium payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by on this Equipment ~~Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement~~Note. All payments of ~~Original Amount, interest, Make-Whole Amount, if any,~~ principal and ~~other amounts~~interest and Premium, if any, to be made ~~by the Owner Trustee~~ hereunder and under the Trust Indenture or and Security Agreement (GARC II 98-A), dated as of September 1, 1998 as from time to time amended and supplemented (herein called the ~~Participation Agreement~~ "Indenture"; unless otherwise defined herein, defined terms used herein shall have the meanings assigned to such terms in the Indenture), between the Owner Trustee and State Street Bank and Trust Company, as Indenture Trustee thereunder for the holder of this Equipment Note and the holders of other Equipment Notes outstanding thereunder (in such capacity, the "Indenture Trustee") shall be ~~payable~~ made only from the income and proceeds from the ~~Trust Estate to the extent included in the Trust~~ Indenture Estate and only to the extent that the ~~Owner~~ Indenture Trustee shall have sufficient income or proceeds from the ~~Trust Estate to the extent included in the Trust~~ Indenture Estate to ~~enable the Mortgagee to~~ make Trust Indenture and Security Agreement (GARC II 98-A) such payments in accordance with the terms of ~~Section 2.03 and~~ Article III of the ~~Trust~~ Indenture~~, and each~~ . Each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the ~~Trust~~ Indenture Estate to the extent available for distribution to the holder hereof as ~~above~~ provided in the Indenture and that none of the Owner Trustee, the Owner Participant, the ~~Owner~~ Indenture Trustee or their permitted successors and ~~the Mortgagee~~ assigns is or shall be personally liable ~~or liable in any manner extending to any assets other than the Trust Indenture Estate~~ to the holder hereof for any ~~amounts~~ amount payable ~~or any liability~~ under this Equipment Note or the Indenture or, except as expressly provided in the ~~Trust Indenture~~ Participation Agreement or in the ~~Participation Agreement~~Indenture, for any liability under the ~~Trust Indenture~~ Participation Agreement or (in the ~~Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right~~ case of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee ~~on this Equipment Note for purposes of realizing upon~~ or the ~~Trust~~ Indenture ~~Estate and to exercise all rights and remedies provided under~~ Trustee) the ~~Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust~~ Indenture. ~~There shall be maintained an Equipment Note Register for~~ Payments with respect to the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount principal amount hereof, Premium, if any, and interest ~~and other amounts due hereunder~~ thereon shall be payable in ~~Dollars~~ U.S. dollars in immediately available funds at the ~~Corporate Trust Office~~ principal bond and trustee administration office of the ~~Mortgagee~~Indenture Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except as provided in Section 2.4. Whenever the date scheduled for any payment to be made hereunder or under the Indenture shall not be a Business Day, then such payment need not be made on such scheduled date but may be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided that in such payment is made on such next succeeding Business Day) no interest shall accrue on the ~~case~~ amount of ~~any final~~ such payment ~~with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter~~ from and after such scheduled date to the ~~Mortgagee for cancellation~~time of such payment on such next succeeding Business Day. ~~The~~ Each holder hereof, by its acceptance of this Equipment Note, agrees ~~that, except as provided in the Trust Indenture,~~ that each payment ~~of the Original Amount, Make-Whole Amount, if any, and interest~~ received by it hereunder shall be ~~applied, first, to~~ applied in the ~~payment~~ order of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment priority set forth in Article III of the ~~Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust~~ Indenture~~, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity~~. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the ~~Trust Indenture~~Indenture and relates to the Units described in Lease Supplement No. __. The ~~Trust~~ Indenture Estate is held by the ~~Mortgagee~~ Indenture Trustee as ~~security, in part,~~ security for the Equipment Notes~~. The provisions of this Equipment Note are subject to the Trust Indenture~~. Reference is hereby made to the ~~Trust~~ Indenture for a ~~complete~~ statement of the rights ~~and obligations~~ of the holder of, and the nature and extent of the security for, this Equipment ~~Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture~~Note, as well as for a statement of the terms and conditions of the ~~Trust~~ trusts created by the ~~Trust~~ Indenture, to all of which terms and conditions in the ~~Trust~~ Indenture each holder hereof agrees by its acceptance of this Equipment Note. As This Equipment Note is not subject to redemption or prepayment except as provided in Sections 2.10, 3.2 and 3.3 of the Indenture. This Equipment Note is subject to purchase by the Owner Trustee as provided in Section 4.4(b) of the Indenture (including purchase without Make-Whole Amount under certain circumstances as described therein). The holder hereof, by its acceptance of this Equipment Note, agrees to be bound by said provisions. This Equipment Note is a registered Equipment Note and is transferable, as provided in the Indenture, only upon surrender of this Equipment Note for registration of transfer duly endorsed by, or accompanied by a written statement of transfer duly executed by, the registered Trust Indenture and ~~subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different~~ Security Agreement (GARC II 98-A) holder hereof or his attorney duly authorized ~~denominations, as requested by the holder surrendering the same~~in writing. Prior to the due ~~presentment~~ presentation for registration of transfer of this Equipment Note, the Owner Trustee and the ~~Mortgagee shall~~ Indenture Trustee may deem and treat the ~~person in whose name~~ registered holder of this Equipment Note ~~is registered~~ as the absolute owner and holder hereof for the purpose of receiving payment of all ~~purposes, whether or~~ amounts payable with respect hereto and for all other purposes and shall not ~~this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall~~ be affected by any notice to the contrary. ~~This Equipment Note is subject to redemption as provided in Sections 2.10~~THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~2.11 and 2.12 of the Trust Indenture but not otherwise~~AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. ~~This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise~~THIS EQUIPMENT NOTE SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the ~~Mortgagee~~ Indenture Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose.. Trust Indenture and Security Agreement (GARC II 98-A)

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (General American Railcar Corp Ii)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [A][B][C] EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH THE AIRBUS MODEL [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[ ] No. ~~____~~ Date: ~~[__________~~[ , ~~____~~] ~~$_______________________ FIRST SECURITY BANK~~[ ] [ ] US AIRWAYS, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal sum of ~~$____________~~ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October~~ [ ] 1, ~~1997,~~ 201[ ] and thereafter on ~~April 1~~ June 3 and ~~October 1~~ December 3 of each year, to and including ~~_______________~~[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Note Purchase Agreement (Us Airways Inc)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. No. ~~____ Date: [__________, ____] $_____________~~__________ ~~FIRST SECURITY BANK~~Date: ________ DEBT RATE MATURITY DATE HORIZON AIR INDUSTRIES, ~~NATIONAL ASSOCIATION~~INC. (together with its successors and permitted assigns, ~~not in its individual capacity but solely as Owner Trustee (herein in such capacity called the~~ “~~Owner Trustee~~Company”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to ________________________, or the registered assignee thereof, the principal ~~sum~~ amount of __________________________ Dollars ($___________~~_ (the “Original Amount”), together with interest~~ ) [on _______]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in ~~full at a rate per annum equal to the Debt Rate~~full. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment ~~Note.~~ Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. 3 To be inserted in installment Equipment Notes. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N626QX), dated as of ~~September 30~~July 2, ~~1997~~2020, between ~~the Owner~~ Company and U.S. Bank Trust National Association, as Loan Trustee ~~and Wilmington Trust Company~~ (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture, the Related Indentures, the Participation Agreement, the Company Guarantee, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the Company Guarantee, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the ~~Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust~~ Indenture, to all of which terms and conditions in the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the Company Guarantee, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the ~~Trust~~ Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for ~~a like~~ an equal aggregate ~~Original Amount~~ principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, ~~the Owner~~ Company and Loan Trustee shall deem and ~~the Mortgagee shall~~ treat the ~~person~~ Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, ~~whether or not this Equipment Note be overdue,~~ and neither ~~the Owner~~ Company nor Loan Trustee ~~nor the Mortgagee~~ shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the ~~Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust~~ Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section ~~4.04~~ 4.02 of the ~~Trust~~ Indenture. [This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture), the Secured Obligations (as defined in any Related Indenture) or any other Related Secured Obligations owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Section 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture, Article III of the applicable Related Indenture or the Company Guarantee, as appropriate. The indebtedness evidenced by this Equipment Note ~~is,~~ is[,]4 [(i) to the extent and in the manner provided in the ~~Trust~~ Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations ~~(as defined in the Trust Indenture)~~ in respect of [Series A Equipment ~~Notes]1~~ Notes]5 [Series A Equipment Notes and Series B Equipment ~~Notes],2~~ Notes]6 [Series A Equipment Notes, Series B Equipment Notes and [ ]7]8, and certain other Secured Obligations, and (ii)]9 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The ~~Note Holder~~ Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee, the ~~Mortgagee~~ Related Loan Trustee under the applicable Related Indenture or the Company Guarantee Beneficiary, as appropriate, on ~~his~~ such Noteholder’s behalf to take ~~such~~ any action ~~as may be~~ necessary or appropriate to effectuate the subordination as provided in the ~~Trust~~ Indenture or the applicable Related Indenture, and (c) appoints Loan Trustee, the ~~Mortgagee his~~ Related Loan Trustee under the applicable Related Indenture or the Company Guarantee Beneficiary, as appropriate, as such Noteholder’s attorney-in-fact for such ~~purpose.]3~~ purpose. 4 To be inserted in the case of a Series A Equipment Note. 5 To be inserted in the case of a Series B Equipment Note. 6 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 7 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 8 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 9 To be inserted in the case of a Series B Equipment Note or an Additional Series Equipment Note. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of ~~the Mortgagee~~ Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Appears in 1 contract

Samples: Indenture and Security Agreement (Alaska Air Group, Inc.)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Jetblue Airways Corp)

Appears in 1 contract

Samples: Indenture (Us Airways Inc)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. ISSUED IN CONNECTION WITH THE AIRBUS MODEL A350-941 (GENERIC No. ~~____ Date: [__________, ____] $_____________~~__________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to Date: _______~~___________~~_ DEBT RATE MATURITY DATE DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to , or the registered assignee thereof, the principal ~~sum~~ amount of ~~$____________~~ Dollars (~~the “Original Amount”), together with interest~~ $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in ~~full at a rate per annum equal to the Debt Rate~~full. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment ~~Note.~~ Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N510DN), dated as of ~~September 30~~March 13, ~~1997~~2019, between ~~the Owner~~ Company and U.S. Bank Trust National Association, as Loan Trustee ~~and Wilmington Trust Company~~ (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. 3 To be inserted in installment Equipment Notes. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture~~. Reference is hereby made to~~ , the ~~Trust Indenture for a complete statement of~~ Related Indentures, the ~~rights and obligations of~~ Participation Agreement, the ~~holder of,~~ other Operative Documents and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.Pass Through

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. ISSUED IN CONNECTION WITH THE BOEING MODEL 737-932ER (GENERIC MANUFACTURER AND MODEL BOEING MODEL 737-900) AIRCRAFT No. ~~____ Date: [~~__________, _ Date: ____~~] $~~____ DEBT RATE MATURITY DATE DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to , or the registered assignee thereof, the principal amount of __________________________ ~~FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee~~ Dollars (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $___________~~_ (the “Original Amount”), together with interest~~ ) in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due, and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________full. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N826DN), dated as of ~~September 30~~March 12, ~~1997~~2020, between ~~the Owner~~ Company and U.S. Bank Trust National Association, as Loan Trustee ~~and Wilmington Trust Company~~ (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the ~~Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust~~ Indenture, to all of which terms and conditions in the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the ~~Trust~~ Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for ~~a like~~ an equal aggregate ~~Original Amount~~ principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, ~~the Owner~~ Company and Loan Trustee shall deem and ~~the Mortgagee shall~~ treat the ~~person~~ Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, ~~whether or not this Equipment Note be overdue,~~ and neither ~~the Owner~~ Company nor Loan Trustee ~~nor the Mortgagee~~ shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the ~~Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust~~ Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section ~~4.04~~ 4.02 of the ~~Trust~~ Indenture. [This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Sections 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note ~~is,~~ is[,]1 [(i) to the extent and in the manner provided in the ~~Trust~~ Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations ~~(as defined in the Trust Indenture)~~ in respect of [Series AA Equipment Notes]2 [Series AA Equipment Notes and Series A Equipment ~~Notes]1~~ Notes]3 [Series AA Equipment Notes, Series A Equipment Notes and ~~Series B~~ [ ]4]5, and certain other Secured Obligations, and (ii)]6 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment ~~Notes],2~~ Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The ~~Note Holder~~ Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the ~~Mortgagee~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, on ~~his~~ such Noteholder’s behalf to take ~~such~~ any action ~~as may be~~ necessary or appropriate to effectuate the subordination as provided in the ~~Trust~~ Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the ~~Mortgagee his~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such ~~purpose.]3~~ purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. 1 To be inserted in the case of a Series AA Equipment Note. 2 To be inserted in the case of a Series A Equipment Note. 3 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 4 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 5 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 6 To be inserted in the case of a Series A Equipment Note or an Additional Series Equipment Note. Unless the certificate of authentication hereon has been executed by or on behalf of ~~the Mortgagee~~ Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines, Inc.)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS TRUST INDENTURE 16-1 SERIES [_____] EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[_____] No. ____ Date: [__________, ____] $_______________________ ~~FIRST SECURITY BANK~~INTEREST RATE MATURITY DATE [___________] [____________] UNITED AIRLINES, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1, 1997,~~ [_______]1 and thereafter on ~~April 1~~ [January 7 and ~~October 1~~ July 7]2 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Note Purchase Agreement (United Airlines, Inc.)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: 1996-A ____% EQUIPMENT NOTE, SERIES ___ (Secured by, among others, Lease Obligations of Union Tank Car Company) Issued in Connection with Certain Railroad Rolling Stock No. .______ ~~Date: [~~Chicago, Illinois ____________ __, 1996 $____~~] $~~____________ _________________~~______ FIRST SECURITY BANK, NATIONAL ASSOCIATION~~, not in its individual ~~capacity~~ capacity, but solely as ~~Owner Trustee~~ owner trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement ~~645~~(UTC Trust No. 1996-A) (L-14_), dated May ___, 1996, as ~~of September 30, 1997~~from time to time supplemented and amended (herein called the "Trust Agreement"), between the Owner ~~Participant named~~ Trustee in its individual capacity and the institution referred to therein ~~and First Security Bank, National Association (herein~~ as ~~such Trust Agreement may be supplemented or amended from time to time called~~ the ~~“Trust Agreement”)~~"Owner Participant", hereby promises to pay to _______________________________, or ~~the~~ registered ~~assignee thereof~~assigns, the principal sum of $____________ in lawful currency of the United States of America, in installments payable on the dates set forth in Exhibit A hereto, commencing _____________, 199_, and thereafter to and including _________, 200_, each such installment to be in an amount equal to the corresponding percentage (if any) of the ~~“Original Amount”)~~remaining principal amount hereof set forth in Exhibit A hereto, together with interest thereon on the amount of ~~the Original Amount~~ such principal amount remaining unpaid from time to time from and including the date hereof until such principal amount shall be due and payable, payable on __________, 199_ and on each _____________ and _____________ thereafter to the maturity date hereof at the rate of ___% per annum (~~calculated~~ computed on the basis of a 360-day year ~~of 360 days comprised~~ of twelve 30-day months~~) from the date hereof until paid in full at a rate per annum equal~~ ). Interest on any overdue principal and (to the ~~Debt Rate. The Original Amount of this Equipment Note shall be payable in installments~~ extent legally enforceable) on ~~the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid~~ overdue interest shall be paid from the due date thereof at the rate of ___% per annum (computed on the basis of a 360-day year of twelve 30-day months), payable on demand. All payments of principal and ~~payable in semiannual installments commencing on October 1~~interest and Make-Whole Amount, ~~1997, and thereafter on April 1 and October 1 of each year~~if any, to be made hereunder and ~~including~~ under the Trust Indenture and Security Agreement (UTC Trust No. 1996-A) (L-14_), dated May ___, 1996, as from time to time amended and supplemented (herein called the "Indenture", the defined terms therein not otherwise defined herein being used herein with the same meanings), between the Owner Trustee and _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as Indenture Trustee thereunder for the ~~same may be amended or supplemented from time to time. All other capitalized terms used in~~ holder of this Equipment Note and ~~not defined~~ the holders of other Equipment Notes outstanding thereunder (herein ~~shall have~~ in such capacity called the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months"Indenture Trustee") on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made ~~by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable~~ only from the income and proceeds from the ~~Trust Estate to the extent included in the Trust~~ Indenture Estate and only to the extent that the ~~Owner~~ Indenture Trustee shall have sufficient income or proceeds from the ~~Trust Estate to the extent included in the Trust~~ Indenture Estate ~~to enable the Mortgagee~~ to make such payments in accordance with the terms of ~~Section 2.03 and~~ Article III of the ~~Trust~~ Indenture~~, and each~~ . Each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the ~~Trust~~ Indenture Estate to the extent available for distribution to the holder hereof as ~~above~~ provided in the Indenture and that none of the Owner Trustee, the Owner Participant, the ~~Owner~~ Indenture Trustee or their permitted successors and ~~the Mortgagee~~ assigns is or shall be personally liable ~~or liable in any manner extending to any assets other than the Trust Indenture Estate~~ to the holder hereof for any ~~amounts~~ amount payable ~~or any liability~~ under this Equipment Note or the Indenture or, except as expressly provided in the ~~Trust Indenture~~ Participation Agreement or in the ~~Participation Agreement~~Indenture, for any liability under the ~~Trust Indenture~~ Participation Agreement or (in the ~~Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right~~ case of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee ~~on this Equipment Note for purposes of realizing upon~~ or the ~~Trust~~ Indenture ~~Estate and to exercise all rights and remedies provided under~~ Trustee) the ~~Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust~~ Indenture. ~~There shall be maintained an Equipment Note Register for~~ Payments with respect to the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount principal amount hereof, Make-Whole Amount, if any, and interest ~~and other amounts due hereunder~~ thereon shall be payable in ~~Dollars~~ U.S. dollars in immediately available funds at the ~~Corporate Trust Office~~ principal bond and trustee administration office of the ~~Mortgagee~~Indenture Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note. Whenever the date scheduled for any payment to be made hereunder or under the Indenture shall not be a Business Day, ~~except that in~~ then such payment need not be made on such scheduled date but may be made on the ~~case~~ next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided such payment is made on such next succeeding Business Day) no interest shall accrue on the amount of ~~any final~~ such payment ~~with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter~~ from and after such scheduled date to the ~~Mortgagee for cancellation~~time of such payment on such next succeeding Business Day. ~~The~~ Each holder hereof, by its acceptance of this Equipment Note, agrees ~~that, except as provided in the Trust Indenture,~~ that each payment ~~of the Original Amount, Make-Whole Amount, if any, and interest~~ received by it hereunder shall be applied, first, to the payment of accrued but unpaid interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such paymentthen due, second, to the payment of the ~~Original Amount~~ unpaid principal amount of this Equipment Note then due, third, to the payment of any Make-Whole ~~Amount, if any, and any other amount due hereunder or under the Trust Indenture~~Amount then due, and fourth~~, the balance, if any, remaining thereafter~~, to the payment of ~~installments of~~ the ~~Original Amount~~ remaining outstanding principal amount of this Equipment Note; provided, that the Owner Trustee may only prepay this Equipment Note ~~remaining unpaid~~ as provided in Sections 2.10, 3.02 and 3.03 of the ~~inverse order of their maturity~~Indenture. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the ~~Trust Indenture~~Indenture and relates to the Units described in Lease Supplement No. ___. The ~~Trust~~ Indenture Estate is held by the ~~Mortgagee~~ Indenture Trustee as ~~security, in part,~~ security for the Equipment Notes~~. The provisions of this Equipment Note are subject to the Trust Indenture~~. Reference is hereby made to the ~~Trust~~ Indenture for a ~~complete~~ statement of the rights ~~and obligations~~ of the holder of, and the nature and extent of the security for, this Equipment ~~Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture~~Note, as well as for a statement of the terms and conditions of the ~~Trust~~ trusts created by the ~~Trust~~ Indenture, to all of which terms and conditions in the ~~Trust~~ Indenture each holder hereof agrees by its acceptance of this Equipment Note. As This Equipment Note is not subject to redemption or prepayment except as provided in Sections 2.10, 3.02 and 3.03 of the Indenture. This Equipment Note is subject to purchase by the Owner Trustee without a Make-Whole Amount as provided in Section 5.04(b) of the Indenture. The holder hereof, by its acceptance of this Equipment Note, agrees to be bound by said provisions. This Equipment Note is a registered Equipment Note and is transferable, as provided in the ~~Trust Indenture and subject to certain limitations therein set forth~~Indenture, only upon surrender of this Equipment Note ~~is exchangeable~~ for registration of transfer duly endorsed by, or accompanied by a ~~like aggregate Original Amount~~ written statement of ~~Equipment Notes of different~~ transfer duly executed by, the registered holder hereof or his attorney duly authorized ~~denominations, as requested by the holder surrendering the same~~in writing. Prior to the due ~~presentment~~ presentation for registration of transfer of this Equipment Note, the Owner Trustee and the ~~Mortgagee shall~~ Indenture Trustee may deem and treat the ~~person in whose name~~ registered holder of this Equipment Note ~~is registered~~ as the absolute owner and holder hereof for the purpose of receiving payment of all ~~purposes, whether or~~ amounts payable with respect hereto and for all other purposes and shall not ~~this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall~~ be affected by any notice to the contrary. ~~This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise~~THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. ~~This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise~~THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the ~~Mortgagee~~ Indenture Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Union Tank Car Co)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: TRUST INDENTURE 2020-1 No. ____ Date: [__________, ____] $[___________] [____________, ____~~_______ FIRST SECURITY BANK~~] HAWAIIAN AIRLINES, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1~~March 15, ~~1997,~~ 2021 and thereafter on ~~April 1~~ March 15 and ~~October 1~~ September 15 of each year, to and including [__________, _____]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Note Purchase Agreement (Hawaiian Holdings Inc)

Appears in 1 contract

Samples: Indenture and Security Agreement (Us Airways Inc)

Appears in 1 contract

Samples: Indenture and Security Agreement (Amr Corp)

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (America West Airlines Inc)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (America West Airlines Inc)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: No. ____ Date: [__________, ____] $_______________________ ~~FIRST SECURITY BANK~~[___________] [____________] UNITED AIRLINES, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ quarterly installments commencing on ~~October 1~~January 15, ~~1997,~~ 2021 and thereafter on January 15, April 1 15, July 15 and October 1 15 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Mortgage (United Airlines, Inc.)

Appears in 1 contract

Samples: Owned Aircraft Indenture (Us Airways Inc)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [_____] EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[_____] No. ____ Date: [__________, ____] $_______________________ ~~FIRST SECURITY BANK~~[___________] [____________] CONTINENTAL AIRLINES, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1~~[______ __, ~~1997,~~ 20__,]6 and thereafter on ~~April 1~~ July 8 and ~~October 1~~ January 8 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.under

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Ual Corp /De/)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: ~~No. ____ Date: [__________~~THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, ~~____] $_______________________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee~~ AS AMENDED (~~herein in such capacity called the~~ THE “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. No. Date: DEBT RATE MATURITY DATE DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal ~~sum~~ amount of ~~$____________~~ Dollars (~~the “Original Amount”), together with interest~~ $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in ~~full at a rate per annum equal to the Debt Rate~~full. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment ~~Note.~~ Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. 3 To be inserted in installment Equipment Notes. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N801DZ), dated as of ~~September 30~~August 24, ~~1997~~2015, between ~~the Owner~~ Company and U.S. Bank Trust National Association, as Loan Trustee ~~and Wilmington Trust Company~~ (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the ~~Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust~~ Indenture, to all of which terms and conditions in the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the ~~Trust~~ Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for ~~a like~~ an equal aggregate ~~Original Amount~~ principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, ~~the Owner~~ Company and Loan Trustee shall deem and ~~the Mortgagee shall~~ treat the ~~person~~ Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, ~~whether or not this Equipment Note be overdue,~~ and neither ~~the Owner~~ Company nor Loan Trustee ~~nor the Mortgagee~~ shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the ~~Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust~~ Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section ~~4.04~~ 4.02 of the ~~Trust~~ Indenture. [This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Sections 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note ~~is,~~ is[,]4 [(i) to the extent and in the manner provided in the ~~Trust~~ Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations ~~(as defined in the Trust Indenture)~~ in respect of [Series AA Equipment Notes]5 [Series AA Equipment Notes and Series A Equipment ~~Notes]1~~ Notes]6 [Series AA Equipment Notes, Series A Equipment Notes and Series B Equipment ~~Notes],2~~ Notes]7 [Series AA Equipment Notes, Series A Equipment Notes, Series B Equipment Notes and [ ]8]9, and certain other Secured Obligations, and (ii)]10 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The ~~Note Holder~~ Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) 4 To be inserted in the case of a Series AA Equipment Note. 5 To be inserted in the case of a Series A Equipment Note. 6 To be inserted in the case of a Series B Equipment Note. 7 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 8 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 9 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 10 To be inserted in the case of a Series A Equipment Note, a Series B Equipment Note or an Additional Series Equipment Note. authorizes and directs Loan Trustee or the ~~Mortgagee~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, on ~~his~~ such Noteholder’s behalf to take ~~such~~ any action ~~as may be~~ necessary or appropriate to effectuate the subordination as provided in the ~~Trust~~ Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the ~~Mortgagee his~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such ~~purpose.]3~~ purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of ~~the Mortgagee~~ Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (United Air Lines Inc)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [ ] EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH THE [BOEING][EMBRAER] MODEL [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[ ] No. ~~____~~ Date: ~~[__________~~[ , ~~____~~] ~~$_______________________ FIRST SECURITY BANK~~[ ] [ ] UNITED AIRLINES, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal sum of ~~$____________~~ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1, 1997,~~ [ ]1 and thereafter on ~~April~~ [May 1 and ~~October 1~~ November 1]2 of each year, to and including ~~_______________~~[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Note Purchase Agreement (United Airlines, Inc.)

Appears in 1 contract

Samples: Indenture and Security Agreement (Us Airways Inc)

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (America West Airlines Inc)

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (America West Airlines Inc)

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Atlas Air Inc)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: NoTHIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. ATLAS AIR, INC. SERIES 1999-1 ____ EQUIPMENT NOTE DUE ISSUED IN CONNECTION WITH THE BOEING MODEL 747-47UF FREIGHTER AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N MC. No. Date: , INTEREST RATE MATURITY DATE [ ] [ ] (1) [~~________~~paid in full on __, __~~__] $_______________________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee~~ .] (~~herein in such capacity called the “Owner Trustee”~~2) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in arrears in semiannual installments commencing on ~~October 1~~, ~~1997~~___ , and thereafter on ~~April 1~~ _______ _ and ~~October 1~~ ____ _ of each year, to and including ~~_______________~~. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Atlas Air Inc)

Appears in 1 contract

Samples: Note Purchase Agreement (American Airlines Inc)

Appears in 1 contract

Samples: Indenture and Security Agreement (Us Airways Inc)

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [A][B][C] EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH THE AIRBUS MODEL [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[ ] No. ~~____~~ Date: ~~[__________~~[ , ~~____~~] ~~$_______________________ FIRST SECURITY BANK~~INTEREST RATE MATURITY DATE US AIRWAYS, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal sum of ~~$____________~~ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October~~ [ ] 1, ~~1997,~~ 201[ ] and thereafter on April 1 and October 1 of each year, to and including ~~_______________~~[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Us Airways Inc)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [ ] EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH THE BOEING MODEL [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[ ] No. ____ Date: ~~[__________~~[ , ~~____~~] ~~$_______________________ FIRST SECURITY BANK~~[ ] [ ] UNITED AIRLINES, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal sum of ~~$____________~~ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1, 1997,~~ [ ]1 and thereafter on ~~April~~ [March 1 and ~~October 1~~ September 1]2 of each year, to and including ~~_______________~~[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Note Purchase Agreement (United Airlines, Inc.)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. ISSUED IN CONNECTION WITH THE AIRBUS MODEL A321-211 (GENERIC No. ~~____ Date: [__________, ____] $_____________~~__________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to Date: _______~~___________~~_ DEBT RATE MATURITY DATE DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to , or the registered assignee thereof, the principal ~~sum~~ amount of ~~$____________~~ Dollars (~~the “Original Amount”), together with interest~~ $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in ~~full at a rate per annum equal to the Debt Rate~~full. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment ~~Note.~~ Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N360DN), dated as of ~~September 30~~March 13, ~~1997~~2019, between ~~the Owner~~ Company and U.S. Bank Trust National Association, as Loan Trustee ~~and Wilmington Trust Company~~ (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. 3 To be inserted in installment Equipment Notes. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture~~. Reference is hereby made to~~ , the ~~Trust Indenture for a complete statement of~~ Related Indentures, the ~~rights and obligations of~~ Participation Agreement, the ~~holder of,~~ other Operative Documents and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.Pass Through

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: NoTHIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. _ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS IS AVAILABLE. FIRST SECURITY BANK, NATIONAL ASSOCIATION, AS OWNER TRUSTEE UNDER TRUST AGREEMENT ___ ~~Date: [__________, ____] $~~DATED AS OF _______________, 199_. SERIES [_____] LIMITED RECOURSE EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL _______ AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N_____. No. ____ Date: [ __________, 199__ ] $----------------------- INTEREST RATE MATURITY DATE ------------- ------------- [-----------] [------------] FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement ~~645~~___, dated as of ~~September 30~~____________, ~~1997~~199_, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “"Trust Agreement”"), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “"Original Amount”"), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on ~~October 1~~_____________, ~~1997~~199_, and thereafter on April 1 and October 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: TRUST INDENTURE 2013-1 SERIES [_____] EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE No. ____ Date: [__________, ____] $_______________________ ~~FIRST SECURITY BANK~~INTEREST RATE MATURITY DATE [___________] [____________, ~~NATIONAL ASSOCIATION~~____] HAWAIIAN AIRLINES, ~~not in its individual capacity but solely as Owner Trustee~~ INC., a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1~~[______, ~~1997,~~ _____,]1 and thereafter on ~~April 1~~ [January 15 and ~~October 1~~ July 15]2 of each year, to and including [__________, _____]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Hawaiian Holdings Inc)

Appears in 1 contract

Samples: Indenture and Security Agreement (Spirit Airlines, Inc.)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. No. .____ Date: ~~[__________~~[ , ~~____~~] $________________ DEBT RATE MATURITY DATE [ ]% ________ ~~FIRST SECURITY BANK~~_____, ~~NATIONAL ASSOCIATION~~20___ AMERICAN AIRLINES, ~~not in~~ INC. (together with its ~~individual capacity but solely as Owner Trustee (herein in such capacity called~~ successors and permitted assigns, the “~~Owner Trustee~~Company”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal ~~sum~~ amount of ~~$____________~~ Dollars (~~the “Original Amount”), together with interest~~ $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay, on each Payment Date, interest in arrears on the principal amount remaining unpaid from time to time from the date hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum (calculated on the basis of a year of 360 days comprised of twelve 30-day months) ~~from the date hereof until paid in full at a rate per annum~~ equal to the Debt Rate shown above[, as such Debt Rate may be changed from time to time as described in the definition of “Debt Rate~~. The Original Amount of this Equipment Note shall be payable~~ ” in ~~installments on the dates set forth in Schedule I hereto equal~~ Annex A to the ~~corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto~~Indenture]3. ~~Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________.~~ [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment ~~Note.~~ Note.]4 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. 3 To be inserted in the case of a Series A Equipment Note. 4 To be inserted in installment Equipment Notes. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement ([Reg. No.]), dated as of ~~September 30~~, ~~1997~~20 , between the ~~Owner Trustee~~ Company and Wilmington Trust ~~Company~~ Company, as Loan Trustee (the “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue Make-Whole Amount, if any,~~ principal amount and (to the extent permitted by applicable ~~Law~~law) ~~any overdue~~ Premium Amount, if any, interest and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same shall be overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the ~~Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the ~~Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. The Company shall not have any responsibility for the distribution of any such payment to the Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to the ~~Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, ~~Make-Whole~~ interest and Premium Amount, if any, ~~and interest~~ received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by law, any overdue ~~Make-Whole~~ Premium Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second, to the payment of ~~the Original Amount of~~ Premium Amount, if any, with respect to this Equipment ~~Note then due,~~ Note; third, to the payment of ~~Make-Whole Amount~~the principal amount of this Equipment Note (or portion thereof) then due hereunder, if any~~, and any other amount due hereunder or under the Trust Indenture,~~ ; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by the ~~Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by the ~~Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the ~~Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust~~ Indenture, to all of which terms and conditions in the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the ~~Trust~~ Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for ~~a like~~ an equal aggregate ~~Original Amount~~ principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, the ~~Owner Trustee~~ Company and the ~~Mortgagee~~ Loan Trustee shall deem and treat the ~~person~~ Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, ~~whether or not this Equipment Note be overdue,~~ and neither the ~~Owner Trustee~~ Company nor the ~~Mortgagee~~ Loan Trustee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in ~~Sections~~ Section 2.10, Section 2.11 and Section 2.12 of the ~~Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust~~ Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section ~~4.04~~ 4.02 of the ~~Trust~~ Indenture. [This Equipment Note is subject to certain restrictions set forth in Section 4.01(a)(ii) and Section 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Section 4.01(g), Section 4.01(h) or Section 4.01(i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note ~~is,~~ is[,]5 [(i) to the extent and in the manner provided in the ~~Trust~~ Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations ~~(as defined in the Trust Indenture)~~ in respect of [Series A Equipment ~~Notes]1 [Series~~ Notes]6[Series A Equipment Notes and Series B Equipment ~~Notes],2~~ Notes]7, and certain other Secured Obligations, and (ii)]8 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The ~~Note Holder~~ Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the ~~Mortgagee~~ Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, on ~~his~~ such Noteholder’s behalf to take ~~such~~ any action ~~as may be~~ necessary or appropriate to effectuate the subordination as provided in this Indenture or the ~~Trust~~ applicable Related Indenture and (c) appoints the ~~Mortgagee his~~ Loan Trustee or the Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such ~~purpose.]3~~ purpose. Without limiting the foregoing, the Noteholder of this Equipment Note, by accepting the same, agrees that if such Noteholder, in its capacity as a Noteholder, shall receive any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for the Loan Trustee and forthwith turn over such amount to the Loan Trustee in the form received to be applied as provided in Article III of the Indenture. 5 To be inserted in the case of a Series A Equipment Note. 6 To be inserted in the case of a Series B Equipment Note. 7 To be inserted in the case of an Additional Series Equipment Note. 8 To be inserted in the case of a Series B Equipment Note or an Additional Series Equipment Note. Unless the certificate of authentication hereon has been executed by or on behalf of the ~~Mortgagee~~ Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Indenture and Security Agreement (American Airlines Inc)

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Appears in 1 contract

Samples: Indenture (Us Airways Inc)

Appears in 1 contract

Samples: Owned Aircraft Indenture (Us Airways Inc)

Appears in 1 contract

Samples: Note Purchase Agreement (American Airlines Inc)

Appears in 1 contract

Samples: Indenture and Security Agreement (American Airlines Inc)

Appears in 1 contract

Samples: Note Purchase Agreement (Continental Airlines Inc /De/)

Appears in 1 contract

Samples: Indenture and Security Agreement (American Airlines Inc)

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (America West Airlines Inc)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. ISSUED IN CONNECTION WITH THE BOEING MODEL 737-890 (GENERIC MANUFACTURER AND MODEL BOEING MODEL 737-800) AIRCRAFT No. ~~____ Date: [__________, ____] $_____________~~__________ ~~FIRST SECURITY BANK~~Date: ________ DEBT RATE MATURITY DATE ALASKA AIRLINES, ~~NATIONAL ASSOCIATION~~INC. (together with its successors and permitted assigns, ~~not in its individual capacity but solely as Owner Trustee (herein in such capacity called the~~ “~~Owner Trustee~~Company”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to ________________________, or the registered assignee thereof, the principal ~~sum~~ amount of __________________________ Dollars ($___________~~_ (the “Original Amount”), together with interest~~ ) [on _______]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in ~~full at a rate per annum equal to the Debt Rate~~full. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment ~~Note.~~ Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. 3 To be inserted in installment Equipment Notes. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N568AS), dated as of ~~September 30~~July 2, ~~1997~~2020, between ~~the Owner~~ Company and U.S. Bank Trust National Association, as Loan Trustee ~~and Wilmington Trust Company~~ (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture, the Related Indentures, the Participation Agreement, the Company Guarantee, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the Company Guarantee, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the ~~Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust~~ Indenture, to all of which terms and conditions in the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the Company Guarantee, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the ~~Trust~~ Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for ~~a like~~ an equal aggregate ~~Original Amount~~ principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, ~~the Owner~~ Company and Loan Trustee shall deem and ~~the Mortgagee shall~~ treat the ~~person~~ Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, ~~whether or not this Equipment Note be overdue,~~ and neither ~~the Owner~~ Company nor Loan Trustee ~~nor the Mortgagee~~ shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the ~~Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust~~ Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section ~~4.04~~ 4.02 of the ~~Trust~~ Indenture. [This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture), the Secured Obligations (as defined in any Related Indenture) or any other Related Secured Obligations owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Section 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture, Article III of the applicable Related Indenture or the Company Guarantee, as appropriate. The indebtedness evidenced by this Equipment Note ~~is,~~ is[,]4 [(i) to the extent and in the manner provided in the ~~Trust~~ Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations ~~(as defined in the Trust Indenture)~~ in respect of [Series A Equipment ~~Notes]1~~ Notes]5 [Series A Equipment Notes and Series B Equipment ~~Notes],2~~ Notes]6 [Series A Equipment Notes, Series B Equipment Notes and [ ]7]8, and certain other Secured Obligations, and (ii)]9 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The ~~Note Holder~~ Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee, the ~~Mortgagee~~ Related Loan Trustee under the applicable Related Indenture or the Company Guarantee Beneficiary, as appropriate, on ~~his~~ such Noteholder’s behalf to take ~~such~~ any action ~~as may be~~ necessary or appropriate to effectuate the subordination as provided in the ~~Trust~~ Indenture or the applicable Related Indenture, and (c) appoints Loan Trustee, the ~~Mortgagee his~~ Related Loan Trustee under the applicable Related Indenture or the Company Guarantee Beneficiary, as appropriate, as such Noteholder’s attorney-in-fact for such ~~purpose.]3~~ purpose. 4 To be inserted in the case of a Series A Equipment Note. 5 To be inserted in the case of a Series B Equipment Note. 6 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 7 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 8 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 9 To be inserted in the case of a Series B Equipment Note or an Additional Series Equipment Note. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of ~~the Mortgagee~~ Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Appears in 1 contract

Samples: Indenture and Security Agreement (Alaska Air Group, Inc.)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (United Air Lines Inc)

Form of Equipment Notes. The Equipment Notes shall be ----------------------- substantially in the form set forth below: _____% EQUIPMENT NOTE (1998-1) (Secured by, among others, Lease Obligations of General American Railcar Corporation II) Issued in Connection with certain Railroad Rolling Stock No. ___~~_ Date: [~~__~~________~~_ [New York, ~~____~~New York] $_____________ ____~~_______ FIRST SECURITY BANK~~, ~~NATIONAL ASSOCIATION~~1998 [Owner Trustee], not in its individual ~~capacity~~ capacity, but solely as ~~Owner Trustee~~ owner trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement ~~645~~(1998-1), dated as of ~~September 30~~August 1, ~~1997~~1998, as from time to time supplemented and amended (herein called the "Trust Agreement"), between the Owner ~~Participant named~~ Trustee in its individual capacity and the institution referred to therein ~~and First Security Bank, National Association (herein~~ as ~~such Trust Agreement may be supplemented or amended from time to time called~~ the ~~“Trust Agreement”)~~"Owner Participant", hereby promises to pay to __________________, or ~~the~~ registered ~~assignee thereof~~assigns, the principal sum of $________________ (or such lesser amount as shall equal the ~~“Original Amount”), together with interest on the~~ unpaid principal amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment ~~Note shall be payable~~ Note), in ~~installments~~ lawful currency of the United States of America, on the ~~dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due~~ Rated Maturity Date and ~~payable in semiannual installments~~ on each Payment Date commencing on ~~October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including~~ ___________ ____~~_. Notwithstanding~~ , 1998 that precedes the ~~foregoing~~Rated Maturity Date, (i) the ~~final payment made on this Equipment Note shall~~ principal amount required to be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made paid on such ~~scheduled~~ date ~~but shall be made on~~ by Sections 2.2 and 3.1 of the ~~next succeeding Business Day and if such payment is made on such next succeeding Business Day~~Indenture, no (ii) interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated computed on the basis of a 360-day year of ~~360 days comprised~~ twelve 30-day months) on the unpaid principal balance hereof, from and including the date hereof or the most recent Payment Date for which interest has been duly paid to but excluding such Payment Date at the Debt Rate, (iii) without duplication of any amount payable pursuant to clause (ii), interest (computed on the basis of a 360-day year of twelve 30-day months) on any ~~overdue Original Amount~~Rated Amortization of this Equipment Note, and, to the extent lawful, interest payable under the foregoing clause (ii), that is not paid on the date such principal or interest becomes due and payable, for the period from and including the date such Rated Amortization becomes due and payable to but excluding the date such principal is paid in full, at the Default Rate, (iv) any ~~overdue Make-Whole Amount, if any~~Premium required to be paid on such date by Sections 2.2 and 3.1 of the Indenture, and (~~to the extent permitted by applicable Law~~v) any ~~overdue~~ interest (computed on the basis of a 360-day year of twelve 30-day months) required to be paid on such date by Sections 2.2 and 3.1 of the Indenture on any ~~other amounts~~ Premium payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by on this Equipment ~~Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement~~Note. All payments of ~~Original Amount, interest, Make-Whole Amount, if any,~~ principal and ~~other amounts~~interest and Premium, if any, to be made ~~by the Owner Trustee~~ hereunder and under the Trust Indenture or and Security Agreement (1998-1), dated as of August 1, 1998 as from time to time amended and supplemented (herein called the ~~Participation Agreement~~ "Indenture"; unless otherwise defined herein, defined terms used herein shall have the meanings assigned to such terms in the Indenture), between the Owner Trustee and The First National Bank of Chicago, as Indenture Trustee thereunder for the holder of this Equipment Note and the holders of other Equipment Notes outstanding thereunder (in such capacity, the "Indenture Trustee") shall be ~~payable~~ made only from the income and proceeds from the ~~Trust Estate to the extent included in the Trust~~ Indenture Estate and only to the extent that the ~~Owner~~ Indenture Trustee shall have sufficient income or proceeds from the ~~Trust Estate to the extent included in the Trust~~ Indenture Estate ~~to enable the Mortgagee~~ to make such payments in accordance with the terms of ~~Section 2.03 and~~ Article III of the ~~Trust~~ Indenture~~, and each~~ . Each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the ~~Trust~~ Indenture Estate to the extent available for distribution to the holder hereof as ~~above~~ provided in the Indenture and that none of the Owner Trustee, the Owner Participant, the ~~Owner~~ Indenture Trustee or their permitted successors and ~~the Mortgagee~~ assigns is or shall be personally liable ~~or liable in any manner extending to any assets other than the Trust Indenture Estate~~ to the holder hereof for any ~~amounts~~ amount payable ~~or any liability~~ under this Equipment Note or the Indenture or, except as expressly provided in the ~~Trust Indenture~~ Participation Agreement or in the ~~Participation Agreement~~Indenture, for any liability under the ~~Trust Indenture~~ Participation Agreement or (in the ~~Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right~~ case of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee ~~on this Equipment Note for purposes of realizing upon~~ or the ~~Trust~~ Indenture ~~Estate and to exercise all rights and remedies provided under~~ Trustee) the ~~Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust~~ Indenture. ~~There shall be maintained an Equipment Note Register for~~ Payments with respect to the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount principal amount hereof, Premium, if any, and interest ~~and other amounts due hereunder~~ thereon shall be payable in ~~Dollars~~ U.S. dollars in immediately available funds at the ~~Corporate Trust Office~~ principal bond and trustee administration office of the ~~Mortgagee~~Indenture Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except as provided in Section 2.4. Whenever the date scheduled for any payment to be made hereunder or under the Indenture shall not be a Business Day, then such payment need not be made on such scheduled date but may be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided that in such payment is made on such next succeeding Business Day) no interest shall accrue on the ~~case~~ amount of ~~any final~~ such payment ~~with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter~~ from and after such scheduled date to the ~~Mortgagee for cancellation~~time of such payment on such next succeeding Business Day. ~~The~~ Each holder hereof, by its acceptance of this Equipment Note, agrees ~~that, except as provided in the Trust Indenture,~~ that each payment ~~of the Original Amount, Make-Whole Amount, if any, and interest~~ received by it hereunder shall be ~~applied, first, to~~ applied in the ~~payment~~ order of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment priority set forth in Article III of the ~~Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust~~ Indenture~~, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity~~. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the ~~Trust Indenture~~Indenture and relates to the Units described in Lease Supplement No. __. The ~~Trust~~ Indenture Estate is held by the ~~Mortgagee~~ Indenture Trustee as ~~security, in part,~~ security for the Equipment Notes~~. The provisions of this Equipment Note are subject to the Trust Indenture~~. Reference is hereby made to the ~~Trust~~ Indenture for a ~~complete~~ statement of the rights ~~and obligations~~ of the holder of, and the nature and extent of the security for, this Equipment ~~Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture~~Note, as well as for a statement of the terms and conditions of the ~~Trust~~ trusts created by the ~~Trust~~ Indenture, to all of which terms and conditions in the ~~Trust~~ Indenture each holder hereof agrees by its acceptance of this Equipment Note. As This Equipment Note is not subject to redemption or prepayment except as provided in Sections 2.10, 3.2 and 3.3 of the Indenture. This Equipment Note is subject to purchase by the Owner Trustee as provided in Section 4.4(b) of the Indenture (including purchase without Make-Whole Amount under certain circumstances as described therein). The holder hereof, by its acceptance of this Equipment Note, agrees to be bound by said provisions. This Equipment Note is a registered Equipment Note and is transferable, as provided in the ~~Trust Indenture and subject to certain limitations therein set forth~~Indenture, only upon surrender of this Equipment Note ~~is exchangeable~~ for registration of transfer duly endorsed by, or accompanied by a ~~like aggregate Original Amount~~ written statement of ~~Equipment Notes of different~~ transfer duly executed by, the registered holder hereof or his attorney duly authorized ~~denominations, as requested by the holder surrendering the same~~in writing. Prior to the due ~~presentment~~ presentation for registration of transfer of this Equipment Note, the Owner Trustee and the ~~Mortgagee shall~~ Indenture Trustee may deem and treat the ~~person in whose name~~ registered holder of this Equipment Note ~~is registered~~ as the absolute owner and holder hereof for the purpose of receiving payment of all ~~purposes, whether or~~ amounts payable with respect hereto and for all other purposes and shall not ~~this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall~~ be affected by any notice to the contrary. ~~This Equipment Note is subject to redemption as provided in Sections 2.10~~THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ~~2.11 and 2.12 of the Trust Indenture but not otherwise~~AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. ~~This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise~~THIS EQUIPMENT NOTE SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the ~~Mortgagee~~ Indenture Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (General American Railcar Corp Ii)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [_____] EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[_____] No. ____ Date: [__________, ____] $_______________________ ~~FIRST SECURITY BANK~~INTEREST RATE MATURITY DATE [___________] [____________] CONTINENTAL AIRLINES, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1~~[______ __, ~~1997,~~ 20__,]6 and thereafter on [April 1 11 and October 1 11]7 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose._______________________

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Appears in 1 contract

Samples: Indenture and Security Agreement (American Airlines Inc)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Us Airways Inc)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: 1998-A ____% EQUIPMENT NOTE (Note ____), (Secured by, among others, Lease Obligations of Union Tank Car Company) Issued in Connection with Certain Railroad Rolling Stock No. .______ ~~Date: [~~Chicago, Illinois __________, __ __~~__]~~ , 1998 $_________________~~_____~~_ ~~FIRST SECURITY BANK, NATIONAL ASSOCIATION~~Wilmington Trust Company, not in its individual ~~capacity~~ capacity, but solely as ~~Owner Trustee~~ owner trustee (herein in such capacity called the “"Owner Trustee”") under that certain Trust Agreement ~~645~~(UTC Trust No. 1998-A) (L-15), dated March __, 1998, as ~~of September 30, 1997~~from time to time supplemented and amended (herein called the "Trust Agreement"), between the Owner ~~Participant named therein~~ Trustee in its individual capacity and ~~First Security Bank, National Association~~ FNBC Leasing Corporation (~~herein as such Trust Agreement may be supplemented or amended from time to time called~~ the ~~“Trust Agreement”~~"Owner Participant"), hereby promises to pay to _______________________________, or ~~the~~ registered ~~assignee thereof~~assigns, the principal sum of $____________ in lawful currency of the United States of America, payable on January 2 of each year, commencing January 2, 2000, and thereafter to and including January 2, 2014, but excluding January 2, 2009, each such installment to be in an amount equal to the corresponding percentage (if any) of the ~~“Original Amount”)~~remaining principal amount hereof set forth in Exhibit A hereto, together with interest thereon on the amount of ~~the Original Amount~~ such principal amount remaining unpaid from time to time from and including the date hereof until such principal amount shall be due and payable, payable on July 2, 1998 and on each January 2 and July 2 thereafter to the maturity date hereof at the rate of % per annum (~~calculated~~ computed on the basis of a 360-day year ~~of 360 days comprised~~ of twelve 30-day months~~) from the date hereof until paid in full at a rate per annum equal~~ ). Interest on any overdue principal and (to the ~~Debt Rate. The Original Amount of this Equipment Note shall be payable in installments~~ extent legally enforceable) on ~~the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid~~ overdue interest shall be paid from the due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, thereof at the ~~Payment Due Rate~~ rate of % per annum (~~calculated~~ computed on the basis of a 360-day year ~~of 360 days comprised~~ of twelve 30-day months) ), payable on ~~any overdue Original Amount, any overdue~~ demand. All payments of principal and interest and Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made ~~by the Owner Trustee~~ hereunder and under the Trust Indenture or and Security Agreement (UTC Trust No. 1998-A) (L-15), dated March 30, 1998, as from time to time amended and supplemented (herein called the ~~Participation Agreement~~ "Indenture", the defined terms therein not otherwise defined herein being used herein with the same meanings), between the Owner Trustee and Harrxx Xxxst and Savings Bank, as Indenture Trustee thereunder for the holder of this Equipment Note and the holders of other Equipment Notes outstanding thereunder (herein in such capacity called the "Indenture Trustee") shall be ~~payable~~ made only from the income and proceeds from the ~~Trust Estate to the extent included in the Trust~~ Indenture Estate and only to the extent that the ~~Owner~~ Indenture Trustee shall have sufficient income or proceeds from the ~~Trust Estate to the extent included in the Trust~~ Indenture Estate ~~to enable the Mortgagee~~ to make such payments in accordance with the terms of ~~Section 2.03 and~~ Article III of the ~~Trust~~ Indenture~~, and each~~ . Each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the ~~Trust~~ Indenture Estate to the extent available for distribution to the holder hereof as ~~above~~ provided in the Indenture and that none of Wilmington Trust Company, in its individual capacity or as the Owner ~~Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate~~ Payments with respect to the ~~holder hereof for any amounts payable or any liability under this Equipment Note or~~principal amount hereof, ~~except as provided in the Trust Indenture or in the Participation Agreement~~Make-Whole Amount, ~~for any liability under the Trust Indenture or the Participation Agreement; provided~~if any, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest ~~and other amounts due hereunder~~ thereon shall be payable in ~~Dollars~~ U.S. dollars in immediately available funds at the ~~Corporate Trust Office~~ principal bond and trustee administration office of the ~~Mortgagee~~Indenture Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note. Whenever the date scheduled for any payment to be made hereunder or under the Indenture shall not be a Business Day, ~~except that in~~ then such payment need not be made on such scheduled date but may be made on the ~~case~~ next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided such payment is made on such next succeeding Business Day) no interest shall accrue on the amount of ~~any final~~ such payment ~~with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter~~ from and after such scheduled date to the ~~Mortgagee for cancellation~~time of such payment on such next succeeding Business Day. ~~The~~ Each holder hereof, by its acceptance of this Equipment Note, agrees ~~that, except as provided in the Trust Indenture,~~ that each payment ~~of the Original Amount, Make-Whole Amount, if any, and interest~~ received by it hereunder shall be applied, first, to the payment of accrued but unpaid interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such paymentthen due, second, to the payment of the ~~Original Amount~~ unpaid principal amount of this Equipment Note then due, third, to the payment of any Make-Whole ~~Amount, if any, and any other amount due hereunder or under the Trust Indenture~~Amount then due, and fourth~~, the balance, if any, remaining thereafter~~, to the payment of ~~installments of~~ the ~~Original Amount~~ remaining outstanding principal amount of this Equipment Note; provided, that the Owner Trustee may only prepay this Equipment Note ~~remaining unpaid~~ as provided in Sections 2.10, 3.02 and 3.03 of the ~~inverse order of their maturity~~Indenture. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the ~~Trust Indenture~~Indenture and relates to the Units described in Lease Supplement No. ___. The ~~Trust~~ Indenture Estate is held by the ~~Mortgagee~~ Indenture Trustee as ~~security, in part,~~ security for the Equipment Notes~~. The provisions of this Equipment Note are subject to the Trust Indenture~~. Reference is hereby made to the ~~Trust~~ Indenture for a ~~complete~~ statement of the rights ~~and obligations~~ of the holder of, and the nature and extent of the security for, this Equipment ~~Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture~~Note, as well as for a statement of the terms and conditions of the ~~Trust~~ trusts created by the ~~Trust~~ Indenture, to all of which terms and conditions in the ~~Trust~~ Indenture each holder hereof agrees by its acceptance of this Equipment Note. As This Equipment Note is not subject to redemption or prepayment except as provided in Sections 2.10, 3.02 and 3.03 of the Indenture. This Equipment Note is subject to purchase by the Owner Trustee without a Make-Whole Amount as provided in Section 5.04(b) of the Indenture. The holder hereof, by its acceptance of this Equipment Note, agrees to be bound by said provisions. This Equipment Note is a registered Equipment Note and is transferable, as provided in the ~~Trust Indenture and subject to certain limitations therein set forth~~Indenture, only upon surrender of this Equipment Note ~~is exchangeable~~ for registration of transfer duly endorsed by, or accompanied by a ~~like aggregate Original Amount~~ written statement of ~~Equipment Notes of different~~ transfer duly executed by, the registered holder hereof or his attorney duly authorized ~~denominations, as requested by the holder surrendering the same~~in writing. Prior to the due ~~presentment~~ presentation for registration of transfer of this Equipment Note, the Owner Trustee and the ~~Mortgagee shall~~ Indenture Trustee may deem and treat the ~~person in whose name~~ registered holder of this Equipment Note ~~is registered~~ as the absolute owner and holder hereof for the purpose of receiving payment of all ~~purposes, whether or~~ amounts payable with respect hereto and for all other purposes and shall not ~~this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall~~ be affected by any notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the ~~Mortgagee~~ Indenture Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Union Tank Car Co)

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (America West Airlines Inc)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [ ] EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH THE BOEING MODEL [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[ ] No. ~~____~~ Date: [[ , ] ______~~____, ____] $~~_______________________ ~~FIRST SECURITY BANK~~INTEREST RATE MATURITY DATE [ ] [ ] UNITED AIRLINES, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal sum of ~~$____________~~ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1, 1997,~~ [ ]1 and thereafter on [April 1 7 and October 1 7]2 of each year, to and including ~~_______________~~[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Note Purchase Agreement (United Airlines, Inc.)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: ~~No. ____ Date:~~ TRUST INDENTURE 14-1 SERIES [_____] EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE [BOEING/EMBRAER] MODEL [_____, ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[_____] $_______________________ ~~FIRST SECURITY BANK~~UNITED AIRLINES, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1~~[______ __, ~~1997,~~ 20__,]1 and thereafter on [April 1 11 and October 1 11]2 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Note Purchase Agreement (United Airlines, Inc.)

Appears in 1 contract

Samples: Note Purchase Agreement (American Airlines Inc)

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (America West Airlines Inc)

Appears in 1 contract

Samples: Indenture and Security Agreement (Spirit Airlines, Inc.)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Jetblue Airways Corp)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [A][B][C] EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH THE AIRBUS MODEL [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[ ] No. ~~____~~ Date: ~~[__________~~[ , ~~____~~] ~~$_______________________ FIRST SECURITY BANK~~INTEREST RATE MATURITY DATE US AIRWAYS, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal sum of ~~$____________~~ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October~~ [ ] 1, ~~1997,~~ 201[ ] and thereafter on ~~April 1~~ June 3 and ~~October 1~~ December 3 of each year, to and including ~~_______________~~[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Us Airways Inc)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Amtran Inc)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [_____] EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE No. ____ Date: [__________, ____] ~~$_______________________ FIRST SECURITY BANK~~CONTINENTAL AIRLINES, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1~~[______ __, ~~1997,~~ 20__,]1 and thereafter on April 1 19 and October 1 19 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Mortgage (Continental Airlines Inc /De/)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. ISSUED IN CONNECTION WITH THE BOEING MODEL 737-990ER (GENERIC MANUFACTURER AND MODEL BOEING MODEL 737-900) AIRCRAFT No. __________ Date: [________ DEBT RATE MATURITY DATE __________, ___~~_] $_______~~_ ________________ ~~FIRST SECURITY BANK~~ALASKA AIRLINES, ~~NATIONAL ASSOCIATION~~INC. (together with its successors and permitted assigns, ~~not in its individual capacity but solely as Owner Trustee (herein in such capacity called the~~ “~~Owner Trustee~~Company”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises to pay to ________________________, or the registered assignee thereof, the principal ~~sum~~ amount of __________________________ Dollars ($___________~~_ (the “Original Amount”), together with interest~~ ) [on _______]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in ~~full at a rate per annum equal to the Debt Rate~~full. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment ~~Note.~~ Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. 1 To be inserted in non-installment Equipment Notes. 2 To be inserted in installment Equipment Notes. 3 To be inserted in installment Equipment Notes. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N494AS), dated as of ~~September 30~~July 2, ~~1997~~2020, between ~~the Owner~~ Company and U.S. Bank Trust National Association, as Loan Trustee ~~and Wilmington Trust Company~~ (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture, the Related Indentures, the Participation Agreement, the Company Guarantee, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the Company Guarantee, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the ~~Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust~~ Indenture, to all of which terms and conditions in the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the Company Guarantee, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the ~~Trust~~ Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for ~~a like~~ an equal aggregate ~~Original Amount~~ principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, ~~the Owner~~ Company and Loan Trustee shall deem and ~~the Mortgagee shall~~ treat the ~~person~~ Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, ~~whether or not this Equipment Note be overdue,~~ and neither ~~the Owner~~ Company nor Loan Trustee ~~nor the Mortgagee~~ shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the ~~Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust~~ Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section ~~4.04~~ 4.02 of the ~~Trust~~ Indenture. [This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture), the Secured Obligations (as defined in any Related Indenture) or any other Related Secured Obligations owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Section 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture, Article III of the applicable Related Indenture or the Company Guarantee, as appropriate. The indebtedness evidenced by this Equipment Note ~~is,~~ is[,]4 [(i) to the extent and in the manner provided in the ~~Trust~~ Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations ~~(as defined in the Trust Indenture)~~ in respect of [Series A Equipment ~~Notes]1~~ Notes]5 [Series A Equipment Notes and Series B Equipment ~~Notes],2~~ Notes]6 [Series A Equipment Notes, Series B Equipment Notes and [ ]7]8, and certain other Secured Obligations, and (ii)]9 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The ~~Note Holder~~ Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee, the ~~Mortgagee~~ Related Loan Trustee under the applicable Related Indenture or the Company Guarantee Beneficiary, as appropriate, on ~~his~~ such Noteholder’s behalf to take ~~such~~ any action ~~as may be~~ necessary or appropriate to effectuate the subordination as provided in the ~~Trust~~ Indenture or the applicable Related Indenture, and (c) appoints Loan Trustee, the ~~Mortgagee his~~ Related Loan Trustee under the applicable Related Indenture or the Company Guarantee Beneficiary, as appropriate, as such Noteholder’s attorney-in-fact for such ~~purpose.]3~~ purpose. 4 To be inserted in the case of a Series A Equipment Note. 5 To be inserted in the case of a Series B Equipment Note. 6 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 7 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 8 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 9 To be inserted in the case of a Series B Equipment Note or an Additional Series Equipment Note. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of ~~the Mortgagee~~ Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Appears in 1 contract

Samples: Indenture and Security Agreement (Alaska Air Group, Inc.)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [_____] EQUIPMENT NOTE DUE [____] ISSUED IN CONNECTION WITH THE BOEING MODEL 737-800 AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[_____] TRUST INDENTURE 22-1 (A and B) 4 No. ____ Date: [__________, ____] $[___________] [____________~~___________ FIRST SECURITY BANK~~] SUN COUNTRY, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Minnesota corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to __________________, or the registered assignee thereof, the principal sum of $____________ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1, 1997,~~ [_______]1 and thereafter on ~~April 1~~ [March 15 and ~~October 1~~ September 15]2 of each year, to and including [_______________]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Note Purchase Agreement (Sun Country Airlines Holdings, Inc.)

Appears in 1 contract

Samples: Note Purchase Agreement (American Airlines Inc)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [A][B][C] EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH THE AIRBUS MODEL [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[ ] No. ~~____~~ Date: ~~[__________~~[ , ~~____~~] ~~$_______________________ FIRST SECURITY BANK~~[ ] [ ] US AIRWAYS, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal sum of ~~$____________~~ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October~~ [ ] 1, ~~1997,~~ 201[ ] and thereafter on ~~April 1~~ May 15 and ~~October 1~~ November 15 of each year, to and including ~~_______________~~[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Trust Indenture and Security Agreement (Us Airways Inc)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. ISSUED IN CONNECTION WITH THE AIRBUS MODEL A330-302 (GENERIC MANUFACTURER AND MODEL AIRBUS MODEL A330) AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N822NW No. ~~____ Date: [~~__________, _ Date: ____~~] $~~____ DEBT RATE MATURITY DATE DELTA AIR LINES, INC. (together with its successors and permitted assigns, “Company”) hereby promises to pay to , or the registered assignee thereof, the principal amount of __________________________ ~~FIRST SECURITY BANK~~Dollars ($ ) in installments on the Payment Dates set forth in Schedule I hereto, ~~NATIONAL ASSOCIATION~~each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due, not in its individual capacity but solely as Owner Trustee (herein in such capacity called the “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and ~~First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust Agreement”), hereby promises~~ to pay ~~to __________________, or~~ interest in arrears on each Payment Date at the ~~registered assignee thereof,~~ Debt Rate shown above on the principal ~~sum of $____________ (the “Original Amount”), together with interest on the~~ amount ~~of the Original Amount~~ remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________full. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N822NW), dated as of ~~September 30~~March 12, ~~1997~~2020, between ~~the Owner~~ Company and U.S. Bank Trust National Association, as Loan Trustee ~~and Wilmington Trust Company~~ (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the ~~Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust~~ Indenture, to all of which terms and conditions in the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the ~~Trust~~ Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for ~~a like~~ an equal aggregate ~~Original Amount~~ principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, ~~the Owner~~ Company and Loan Trustee shall deem and ~~the Mortgagee shall~~ treat the ~~person~~ Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, ~~whether or not this Equipment Note be overdue,~~ and neither ~~the Owner~~ Company nor Loan Trustee ~~nor the Mortgagee~~ shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the ~~Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust~~ Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section ~~4.04~~ 4.02 of the ~~Trust~~ Indenture. [This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Sections 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note ~~is,~~ is[,]1 [(i) to the extent and in the manner provided in the ~~Trust~~ Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations ~~(as defined in the Trust Indenture)~~ in respect of [Series AA Equipment Notes]2 [Series AA Equipment Notes and Series A Equipment ~~Notes]1~~ Notes]3 [Series AA Equipment Notes, Series A Equipment Notes and [ ]4]5, and certain other Secured Obligations, and (ii)]6 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” 1 To be inserted in the case of a Series B AA Equipment ~~Notes],2~~ Note. 2 To be inserted in the case of a Series A Equipment Note. 3 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 4 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 5 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 6 To be inserted in the case of a Series A Equipment Note or an Additional Series Equipment Note. issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The ~~Note Holder~~ Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the ~~Mortgagee~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, on ~~his~~ such Noteholder’s behalf to take ~~such~~ any action ~~as may be~~ necessary or appropriate to effectuate the subordination as provided in the ~~Trust~~ Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the ~~Mortgagee his~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such ~~purpose.]3~~ purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of ~~the Mortgagee~~ Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines, Inc.)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: ~~No. ____ Date: [__________~~THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, ~~____] $_______________________ FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee~~ AS AMENDED (~~herein in such capacity called the~~ THE “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN. SERIES 2020-1[ ]-[ ] No. Date: DEBT RATE MATURITY DATE JETBLUE AIRWAYS CORPORATION (together with its successors and permitted assigns, “Company”) hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal ~~sum~~ amount of ~~$____________~~ Dollars (~~the “Original Amount”), together with interest~~ $ ) [on ]1 [in installments on the Payment Dates set forth in Schedule I hereto, each such installment to be in an amount computed by multiplying the original principal amount of this Equipment Note by the ~~Original Amount~~ percentage set forth in Schedule I hereto opposite the Payment Date on which such installment is due,]2 and to pay interest in arrears on each Payment Date at the Debt Rate shown above on the principal amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date ~~hereof~~ hereof, or from the most recent date to which interest hereon has been paid or duly provided for, until paid in ~~full at a rate per annum equal to the Debt Rate~~full. The Original Amount of this Equipment Note shall be payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in semiannual installments commencing on October 1, 1997, and thereafter on April 1 and October 1 of each year, to and including _______________. [Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid ~~Original Amount~~ principal amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment ~~Note.~~ Note.]3 Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date, and if ~~such~~ payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment ~~during~~ from and after such ~~extension~~scheduled date. For purposes hereof, the term “~~Trust~~ Indenture” means the ~~Trust~~ Indenture and ~~Mortgage 645~~Security Agreement (N946JL), dated as of ~~September 30~~August 17, ~~1997~~2020, between ~~the Owner Trustee~~ Company and Wilmington Trust ~~Company~~ Company, as Loan Trustee (~~the~~ “~~Mortgagee~~Loan Trustee”), as the same may be ~~amended~~ amended, supplemented or ~~supplemented~~ otherwise modified from time to ~~time~~time in accordance with its terms. All ~~other~~ capitalized terms used in this Equipment Note and not defined ~~herein~~ herein, unless the context otherwise requires, shall have the respective meanings ~~assigned~~ set forth or incorporated by reference, and shall be construed and interpreted in the ~~Trust~~ manner described, in the Indenture. This Equipment Note shall bear interest, payable on demand, at the ~~Payment~~ Past Due Rate (and not the Debt Rate) (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any ~~overdue Original Amount, any overdue~~ principal amount and (to the extent permitted by applicable law) Make-Whole Amount, if any, ~~and (to the extent permitted by applicable Law) any overdue interest~~ interest, and any other amounts payable hereunder not paid when due for any period during which ~~are~~ the same is overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid in the manner provided herein or in the Indenture when due (whether at stated maturity, by acceleration or otherwise). ~~The interest rate borne by this~~ 1 To be inserted in non-installment Equipment ~~Note shall~~ Notes. 2 To be ~~subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement~~inserted in installment Equipment Notes. ~~All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to~~ 3 To be ~~made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included~~ inserted in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this installment Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust IndentureNotes. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of ~~the Mortgagee~~ Loan Trustee, or at the office of any successor trustee, in the manner provided in Section 2.07 of the ~~Trust~~ Indenture. The ~~Original Amount~~ principal amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of ~~the Mortgagee~~Loan Trustee, or as otherwise provided in the ~~Trust~~ Indenture. Company shall not have any responsibility for the distribution of any such payment to Noteholder of this Equipment Note. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, ~~the~~ this Equipment Note shall be surrendered ~~promptly thereafter~~ to ~~the Mortgagee~~ Loan Trustee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the ~~Trust~~ Indenture, including the subordination provisions referred to below, each payment of ~~the Original Amount~~an installment of principal amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, : first, to the payment of accrued interest on this Equipment Note (as well as any interest on (i) any overdue ~~Original Amount~~principal amount, and (ii) to the extent permitted by applicable law, any overdue Make-Whole Amount, if any, ~~or, to the extent permitted by Law,~~ any overdue interest and any other overdue amounts hereunder) to the date of such payment, ; second~~, to the payment of the Original Amount of this Equipment Note then due, third~~, to the payment of Make-Whole Amount, if any, ~~and any other~~ with respect to this Equipment Note; third, to the payment of the principal amount of this Equipment Note (or portion thereof) then due ~~hereunder or under the Trust Indenture~~hereunder, if any; and fourth, the balance, if any, remaining ~~thereafter,~~ thereafter to the payment of installments of the ~~Original Amount~~ principal amount of this Equipment Note (or portion thereof) remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the ~~Trust~~ Indenture which have been or are to be issued by ~~the Owner Trustee~~ Company pursuant to the terms of the ~~Trust~~ Indenture. The ~~Trust Indenture Estate~~ Collateral is held by ~~the Mortgagee~~ Loan Trustee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the ~~Trust~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents. Reference is hereby made to the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note (including as a “Related Equipment Note” under each Related Indenture) and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the ~~Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust~~ Indenture, to all of which terms and conditions in the ~~Trust Indenture~~ Indenture, the Related Indentures, the Participation Agreement, the other Operative Documents and the Pass Through Documents each holder hereof agrees by its acceptance of this Equipment Note. As provided in the ~~Trust~~ Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for ~~a like~~ an equal aggregate ~~Original Amount~~ principal amount of Equipment Notes of the same Series of different authorized denominations, as requested by the holder surrendering the same. Prior to the due presentment for registration of transfer of this Equipment Note, ~~the Owner~~ Company and Loan Trustee shall deem and ~~the Mortgagee shall~~ treat the ~~person~~ Person in whose name this Equipment Note is registered on the Equipment Note Register as the absolute owner and holder hereof for the purpose of receiving all amounts payable with respect to this Equipment Note and for all purposes, ~~whether or not this Equipment Note be overdue,~~ and neither ~~the Owner~~ Company nor Loan Trustee ~~nor the Mortgagee~~ shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the ~~Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust~~ Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section ~~4.04~~ 4.02 of the ~~Trust~~ Indenture. [This Equipment Note is subject to certain restrictions set forth in Sections 4.01(a)(ii) and 4.01(a)(iii) of the Intercreditor Agreement, as further specified in Section 2.07 of the Indenture, to all of which terms and conditions in the Intercreditor Agreement each holder hereof agrees by its acceptance of this Equipment Note. The holder hereof, by its acceptance of this Equipment Note, agrees that no payment or distribution shall be made on or in respect of the Secured Obligations (as defined in the Indenture) or the Secured Obligations (as defined in any Related Indenture) owed to such holder, including, without limitation, any payment or distribution of cash, property or securities after the occurrence of any of the events referred to in Section 4.01(f) of the Indenture or after the commencement of any proceedings of the type referred to in Section 4.01 (g), (h) or (i) of the Indenture, except, in each case, as expressly provided in Article III of the Indenture or Article III of the applicable Related Indenture, as appropriate. The indebtedness evidenced by this Equipment Note ~~is,~~ is[,]4 [(i) to the extent and in the manner provided in the ~~Trust~~ Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations ~~(as defined in the Trust Indenture)~~ in respect of [Series A Equipment ~~Notes]1~~ Notes]5 [Series A Equipment Notes and Series B Equipment ~~Notes],2~~ Notes]6 [Series A 4 To be inserted in the case of a Series A Equipment Note. 5 To be inserted in the case of a Series B Equipment Note. 6 To be inserted in the case of the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. Equipment Notes, Series B Equipment Notes and [ ]7]8, and certain other Secured Obligations, and (ii)]9 to the extent and in the manner provided in each Related Indenture, subordinate and subject in right of payment to the prior payment in full under such Related Indenture of the “Secured Obligations” in respect of the “Equipment Notes” issued under such Related Indenture, and this Equipment Note is issued subject to such provisions. The ~~Note Holder~~ Noteholder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs Loan Trustee or the ~~Mortgagee~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, on ~~his~~ such Noteholder’s behalf to take ~~such~~ any action ~~as may be~~ necessary or appropriate to effectuate the subordination as provided in the ~~Trust~~ Indenture or the applicable Related Indenture and (c) appoints Loan Trustee or the ~~Mortgagee his~~ Related Loan Trustee under the applicable Related Indenture, as appropriate, as such Noteholder’s attorney-in-fact for such ~~purpose.]3~~ purpose. Without limiting the foregoing, the holder hereof, by its acceptance of this Equipment Note, agrees that if such holder, in its capacity as a Noteholder, receives any payment or distribution on any Secured Obligation in respect of this Equipment Note that it is not entitled to receive under Section 2.13 or Article III of the Indenture, it shall hold any amount so received in trust for Loan Trustee and forthwith turn over such amount to Loan Trustee in the form received to be applied as provided in Article III of the Indenture. Unless the certificate of authentication hereon has been executed by or on behalf of ~~the Mortgagee~~ Loan Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the ~~Trust~~ Indenture or be valid or obligatory for any purpose. 7 To insert each Series of Additional Series Equipment Notes that rank senior in priority of payment to the Series of Additional Series Equipment Notes being issued. 8 To be inserted in the case of each Series of Additional Series Equipment Notes other than the Series of Additional Series Equipment Notes ranked most senior in priority of payment among all Series of Additional Series Equipment Notes. 9 To be inserted in the case of a Series B Equipment Note or an Additional Series Equipment Note. THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

Appears in 1 contract

Samples: Indenture and Security Agreement (Jetblue Airways Corp)

Form of Equipment Notes. The Equipment Notes shall be substantially in the form set forth below: SERIES [ ] EQUIPMENT NOTE DUE [ ] ISSUED IN CONNECTION WITH THE BOEING MODEL [ ] AIRCRAFT BEARING UNITED STATES REGISTRATION NUMBER N[ ] No. ~~____~~ Date: ~~[__________~~[ , ~~____~~] ~~$_______________________ FIRST SECURITY BANK~~UNITED AIRLINES, ~~NATIONAL ASSOCIATION~~INC., ~~not in its individual capacity but solely as Owner Trustee~~ a Delaware corporation (~~herein in such capacity called the~~ “Owner Trustee”) under that certain Trust Agreement 645, dated as of September 30, 1997, between the Owner Participant named therein and First Security Bank, National Association (herein as such Trust Agreement may be supplemented or amended from time to time called the “Trust AgreementOwner”), hereby promises to pay to ~~__________________~~, or the registered assignee thereof, the principal sum of ~~$____________~~ $ (the “Original Amount”), together with interest on the amount of the Original Amount remaining unpaid from time to time (calculated on the basis of a year of 360 days comprised of twelve 30-day months) from the date hereof until paid in full at a rate per annum equal to the Debt Rate. The Original Amount of this Equipment Note shall be due and payable in installments on the dates set forth in Schedule I hereto equal to the corresponding percentage of the Original Amount of this Equipment Note set forth in Schedule I hereto. Accrued but unpaid interest shall be due and payable in ~~semiannual~~ semi-annual installments commencing on ~~October 1, 1997,~~ [ ]5 and thereafter on ~~April~~ [March 1 and ~~October 1~~ September 1]6 of each year, to and including ~~_______________~~[ ]. Notwithstanding the foregoing, the final payment made on this Equipment Note shall be in an amount sufficient to discharge in full the unpaid Original Amount and all accrued and unpaid interest on, and any other amounts due under, this Equipment Note. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Equipment Note becomes due and payable is not a Business Day, then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment during such extension. For purposes hereof, the term “Trust Indenture” means the Trust Indenture and Mortgage 645, dated as of September 30, 1997, between the Owner Trustee and Wilmington Trust Company (the “Mortgagee”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Trust Indenture. This Equipment Note shall bear interest, payable on demand, at the Payment Due Rate (calculated on the basis of a year of 360 days comprised of twelve 30-day months) on any overdue Original Amount, any overdue Make-Whole Amount, if any, and (to the extent permitted by applicable Law) any overdue interest and any other amounts payable hereunder which are overdue, in each case for the period the same is overdue. Amounts shall be overdue if not paid when due (whether at stated maturity, by acceleration or otherwise). The interest rate borne by this Equipment Note shall be subject to adjustments to the extent, and under the circumstances, specified by the Registration Rights Agreement. All payments of Original Amount, interest, Make-Whole Amount, if any, and other amounts, if any, to be made by the Owner Trustee hereunder and under the Trust Indenture or the Participation Agreement shall be payable only from the income and proceeds from the Trust Estate to the extent included in the Trust Indenture Estate and only to the extent that the Owner Trustee shall have sufficient income or proceeds from the Trust Estate to the extent included in the Trust Indenture Estate to enable the Mortgagee to make such payments in accordance with the terms of Section 2.03 and Article III of the Trust Indenture, and each holder hereof, by its acceptance of this Equipment Note, agrees that it will look solely to the income and proceeds from the Trust Indenture Estate to the extent available for distribution to the holder hereof as above provided and that none of the Owner Participant, the Owner Trustee and the Mortgagee is personally liable or liable in any manner extending to any assets other than the Trust Indenture Estate to the holder hereof for any amounts payable or any liability under this Equipment Note or, except as provided in the Trust Indenture or in the Participation Agreement, for any liability under the Trust Indenture or the Participation Agreement; provided, however, that nothing herein contained shall limit, restrict or impair the right of the Mortgagee, subject always to the terms and provisions of the Trust Indenture, to accelerate the maturity of this Equipment Note upon occurrence of an Event of Default under the Trust Indenture in accordance with Section 4.04(b) of the Trust Indenture, to bring suit and obtain a judgment against the Owner Trustee on this Equipment Note for purposes of realizing upon the Trust Indenture Estate and to exercise all rights and remedies provided under the Trust Indenture or otherwise realize upon the Trust Indenture Estate as provided under the Trust Indenture. There shall be maintained an Equipment Note Register for the purpose of registering transfers and exchanges of Equipment Notes at the Corporate Trust Office of the Mortgagee or at the office of any successor in the manner provided in Section 2.07 of the Trust Indenture. The Original Amount and interest and other amounts due hereunder shall be payable in Dollars in immediately available funds at the Corporate Trust Office of the Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of any final payment with respect to this Equipment Note, the Equipment Note shall be surrendered promptly thereafter to the Mortgagee for cancellation. The holder hereof, by its acceptance of this Equipment Note, agrees that, except as provided in the Trust Indenture, each payment of the Original Amount, Make-Whole Amount, if any, and interest received by it hereunder shall be applied, first, to the payment of accrued interest on this Equipment Note (as well as any interest on any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to the extent permitted by Law, any overdue interest and other amounts hereunder) to the date of such payment, second, to the payment of the Original Amount of this Equipment Note then due, third, to the payment of Make-Whole Amount, if any, and any other amount due hereunder or under the Trust Indenture, and fourth, the balance, if any, remaining thereafter, to the payment of installments of the Original Amount of this Equipment Note remaining unpaid in the inverse order of their maturity. This Equipment Note is one of the Equipment Notes referred to in the Trust Indenture which have been or are to be issued by the Owner Trustee pursuant to the terms of the Trust Indenture. The Trust Indenture Estate is held by the Mortgagee as security, in part, for the Equipment Notes. The provisions of this Equipment Note are subject to the Trust Indenture. Reference is hereby made to the Trust Indenture for a complete statement of the rights and obligations of the holder of, and the nature and extent of the security for, this Equipment Note and the rights and obligations of the holders of, and the nature and extent of the security for, any other Equipment Notes executed and delivered under the Trust Indenture, as well as for a statement of the terms and conditions of the Trust created by the Trust Indenture, to all of which terms and conditions in the Trust Indenture each holder hereof agrees by its acceptance of this Equipment Note. As provided in the Trust Indenture and subject to certain limitations therein set forth, this Equipment Note is exchangeable for a like aggregate Original Amount of Equipment Notes of different authorized denominations, as requested by the holder surrendering the same. Prior to due presentment for registration of transfer of this Equipment Note, the Owner Trustee and the Mortgagee shall treat the person in whose name this Equipment Note is registered as the owner hereof for all purposes, whether or not this Equipment Note be overdue, and neither the Owner Trustee nor the Mortgagee shall be affected by notice to the contrary. This Equipment Note is subject to redemption as provided in Sections 2.10, 2.11 and 2.12 of the Trust Indenture but not otherwise. This Equipment Note is also subject to exchange and to purchase by the Owner Participant or the Owner Trustee as provided in Section 2.13 of the Trust Indenture but not otherwise. In addition, this Equipment Note may be accelerated as provided in Section 4.04 of the Trust Indenture. [The indebtedness evidenced by this Equipment Note is, to the extent and in the manner provided in the Trust Indenture, subordinate and subject in right of payment to the prior payment in full of the Secured Obligations (as defined in the Trust Indenture) in respect of [Series A Equipment Notes]1 [Series A and Series B Equipment Notes],2 and this Equipment Note is issued subject to such provisions. The Note Holder of this Equipment Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Mortgagee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Trust Indenture and (c) appoints the Mortgagee his attorney-in-fact for such purpose.]3 Unless the certificate of authentication hereon has been executed by or on behalf of the Mortgagee by manual signature, this Equipment Note shall not be entitled to any benefit under the Trust Indenture or be valid or obligatory for any purpose.

Appears in 1 contract

Samples: Note Purchase Agreement (United Airlines, Inc.)

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Appears in 1 contract

Samples: Indenture and Security Agreement (Delta Air Lines Inc /De/)

Common use of Form of Equipment Notes Clause in Contracts