EXHIBIT 10.42
EXECUTION COPY
SECURITY AGREEMENT SUPPLEMENT XX. 0
XXXXXXXX XXXXXXXXX XXXXXXXXXX XX. 0 (XX-000XX), dated January 17,
2002 ("Security Agreement Supplement"), between Chautauqua Airlines, Inc. (the
"Borrower") and JPMorgan Chase Bank, as Security Trustee under the Security
Agreement (each as hereinafter defined).
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Aircraft Security Agreement (CH-282SK), dated as of
December 27, 2001 (the "Security Agreement"; capitalized terms used herein
without definition shall have the meanings specified therefore in Annex A to the
Security Agreement), between the Borrower and JPMorgan Chase Bank, as Security
Trustee (the "Security Trustee"), provides for the execution and delivery of
supplements thereto substantially in the form hereof which shall particularly
describe the Aircraft, and shall specifically grant a security interest in the
Aircraft to the Security Trustee;
WHEREAS, the Security Agreement relates to the Airframe and Engines
described in Annex A attached hereto and made a part hereof, and a counterpart
of the Security Agreement is attached to and made a part of this Security
Agreement Supplement;
NOW, THEREFORE, to secure the prompt and complete payment (whether
at the stated maturity, by acceleration or otherwise) of all principal of,
interest on and all other amounts payable by the Borrower under the Operative
Agreements (excluding those arising under or relating to Loan B) and under the
Related Operative Agreements (excluding those arising under or relating to the
Related Loans B) now in existence or hereafter incurred, and the performance and
observance by the Borrower of all the agreements and covenants to be performed
or observed by it for the benefit of the Lender and the Security Trustee
contained in the Operative Agreements (excluding those arising under or relating
to Loan B) and the Related Operative Agreements (excluding those arising under
or relating to the Related Loans B), and in consideration of the Note A and the
Related Notes A and the premises and of the covenants contained in the Security
Agreement, the other Operative Agreements and the Related Operative Agreements,
and of other good and valuable consideration given to the Borrower by the
Security Trustee at or before the delivery hereof, the receipt of which is
hereby acknowledged, the Borrower has granted, bargained, sold, conveyed,
transferred, mortgaged, assigned, pledged and confirmed, and does hereby grant,
bargain, sell, convey, transfer, mortgage, assign, pledge and confirm, unto the
Security Trustee and its permitted successors and assigns, for the security and
benefit of the Security Trustee and the Lender, a security interest in, and
mortgage lien on, all estate, right, title and interest of the Borrower in, to
and under, all and singular, the Airframe and Engines described in Annex A
attached hereto, whether or not any such Engine shall be installed on the
Airframe or any other airframe of any other aircraft, and any and all Parts,
and, to the extent provided in the Security Agreement, all substitutions and
replacements of and additions, improvements, accessions and accumulations to the
Aircraft, the Airframe, the Engines and any and all Parts;
To have and to hold all and singular the aforesaid property unto the
Security Trustee, its permitted successors and assigns, forever, in trust, upon
the terms and trusts set forth in the Security Agreement, for the benefit,
security and protection of the Lender from time to time, and for the uses and
purposes and subject to the terms and provisions set forth in the Security
Agreement.
This Security Agreement Supplement may be executed in any number of
counterparts (and each of the parties hereto shall not be required to execute
the same counterpart). Each counterpart of this Security Agreement Supplement
including a signature page executed by each of the parties hereto shall be an
original counterpart of this Security Agreement Supplement, but all of such
counterparts together shall constitute one instrument
This Security Agreement Supplement shall be construed as
supplemental to the Security Agreement and shall form a part thereof, and the
Security Agreement is hereby incorporated by reference herein and is hereby
ratified, approved and confirmed.
THIS SECURITY AGREEMENT SUPPLEMENT IS BEING DELIVERED IN THE STATE
OF NEW YORK AND SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, the undersigned have caused this Supplement No.
1 to be duly executed by their respective duly authorized officers, on the day
and year first above written.
CHAUTAUQUA AIRLINES, INC.
By: ___________________________
Name:______________________
Title:_____________________
JPMORGAN CHASE BANK,
as Security Trustee
By: ___________________________
Name:______________________
Title:_____________________
Annex A to
Security Agreement
SUPPLEMENT NO.1
DESCRIPTION OF AIRFRAME AND ENGINES
AIRFRAME
Manufacturer's
Manufacturer Model Faa Registration No. Serial No.
------------ ----- -------------------- ----------
Embraer EMB-145LR N282SK 145409
ENGINES
Manufacturer's
Manufacturer Model Serial No.
------------ ----- ----------
Xxxxxxx Engine Company Inc. AE3007A1P 311737
Xxxxxxx Engine Company Inc. AE3007A1P 311740
Each Engine is of 750 or more "rated take-off horsepower" or the equivalent of
such horsepower.
