TRUST INDENTURE AND MORTGAGE Dated as of June 9, 2006 Between CONTINENTAL AIRLINES, INC., Owner and WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee, Mortgagee
CONFIDENTIAL:
Annex B of this Trust Indenture and Mortgage has been redacted for
confidentiality purposes.
Dated
as
of June 9, 2006
Between
CONTINENTAL
AIRLINES, INC.,
Owner
and
WILMINGTON
TRUST COMPANY,
not
in
its individual capacity,
except
as
expressly stated herein,
but
solely as Mortgagee,
Mortgagee
Page
TABLE
OF CONTENTS
(continued)
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TABLE
OF CONTENTS
(continued)
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ARTICLE
XI MISCELLANEOUS
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45
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SECTION
11.01. Termination of Trust
Indenture
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45
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SECTION
11.02. No Legal Title to Collateral in
Note Holders
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SECTION
11.03. Sale of Collateral by Mortgagee
Is Binding
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SECTION
11.05. Notices
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SECTION
11.06. Severability
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46
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SECTION
11.07. No Oral Modification or
Continuing Waivers
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SECTION
11.08. Successors and
Assigns
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46
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SECTION
11.09. Headings
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47
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SECTION
11.10. Normal Commercial
Relations
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47
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SECTION
11.11. Governing Law; Counterpart
Form
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47
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SECTION
11.12. Voting By Note
Holders
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47
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SECTION
11.13. Bankruptcy
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47
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SECTION
11.14. Agreement as to Fair Market
Value
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ANNEX
A Definitions
ANNEX
B Insurance
SCHEDULE
I Designated
Locations
TRUST
INDENTURE AND MORTGAGE, dated as of June 9, 2006 (“Trust Indenture”), between
CONTINENTAL AIRLINES, INC., a Delaware corporation (“Owner”), and WILMINGTON
TRUST COMPANY, a Delaware banking corporation, not in its individual capacity,
except as expressly stated herein, but solely as Mortgagee hereunder (together
with its successors hereunder, the “Mortgagee”).
W I T N E S S E T H:
WHEREAS,
all capitalized terms used herein shall have the respective meanings set forth
or referred to in Article I hereof;
WHEREAS,
the Company, which is a certificated air carrier under Section 44705 of title
49
of the U.S. Code, and the Mortgagee desire by this Trust Indenture, among other
things, (i) to provide for the issuance by the Owner of the Equipment Notes
and
(ii) to provide for the assignment, mortgage and pledge by the Owner to the
Mortgagee, as part of the Collateral hereunder, among other things, of all
of
the Owner’s right, title and interest in and to the Pledged Spare Parts and,
except as hereinafter expressly provided, all payments and other amounts
received hereunder in accordance with the terms hereof, as security for, among
other things, the Owner’s obligations to the Note Holders and the Indenture
Indemnitees;
WHEREAS,
Schedule I to this Trust Indenture specifically describes the locations at
which
the Spare Parts and Appliances covered by the security interest of this Trust
Indenture may be maintained by or on behalf of the Company, and Section 4.04(b)
of this Trust Indenture provides for the designation of additional locations
pursuant to Trust Indenture Location Supplements;
WHEREAS,
all things have been done to make the Equipment Notes, when executed by the
Owner and authenticated and delivered by the Mortgagee hereunder, the valid,
binding and enforceable obligations of the Owner; and
WHEREAS,
all things necessary to make this Trust Indenture the valid, binding and legal
obligation of the Owner for the uses and purposes herein set forth, in
accordance with its terms, have been done and performed and have
happened;
NOW,
THEREFORE, THIS TRUST INDENTURE AND MORTGAGE WITNESSETH, that, to secure the
prompt payment of the Original Amount of, interest on, Break Amount, if any,
Premium, if any, and all other amounts due with respect to, all Equipment Notes
from time to time outstanding hereunder according to their tenor and effect
and
to secure the performance and observance by the Owner of all the agreements,
covenants and provisions contained herein and in the other Operative Agreements
for the benefit of the Note Holders and each of the Indemnitees, and in
consideration of the premises and of the covenants herein contained, and of
the
acceptance of the Equipment Notes by the holders thereof, and for other good
and
valuable consideration the receipt and adequacy whereof are hereby acknowledged,
the
Owner
has
granted, bargained, sold, assigned, transferred, conveyed, mortgaged, pledged
and confirmed, and does hereby grant, bargain, sell, assign, transfer, convey,
mortgage, pledge and confirm, unto the Mortgagee, its successors in trust and
assigns, for the security and benefit of, the Note Holders and each of the
Indenture Indemnitees, a first priority security interest in and mortgage lien
on all right, title and interest of the Owner in, to and under the following
described property, rights and privileges, whether now or hereafter acquired
(which, collectively, together with all property hereafter specifically subject
to the Lien of this Trust Indenture by the terms hereof or any supplement
hereto, are included within, and are referred to as, the “Collateral”), to
wit:
(1) All
Spare
Parts and Appliances first placed in service after October 22, 1994 and
currently owned or hereafter acquired by the Owner that (I) (a) are
appropriate for incorporation in, installation on, attachment or appurtenance
to, or use in, (i) one or more of the following models of Aircraft: a
Boeing model 737-700, 737-800, 737-900, 757-200, 757-300, 767-200, 767-400
or
777-200 Aircraft; (ii) any Engine utilized on any such Aircraft; or
(iii) any other Qualified Spare Part, and (b) are not appropriate for
incorporation in, installation on, attachment or appurtenance to, or use in,
any
other model of Aircraft currently operated by the Owner or any Engine utilized
on any such other model of Aircraft, (II) are Rotable Parts appropriate for
incorporation in, installation on, attachment or appurtenance to, or use in
a
Boeing model 737-300 or 737-500 Aircraft (or both), any Engine utilized on
any
such Aircraft or any other Qualified Spare Part, (III) are Rotable Parts
appropriate for incorporation in, installation on, attachment or appurtenance
to, or use in more than one of the following models of Aircraft: a Boeing model
737-300, 737-500, 737-700, 737-800, 737-900, 757-200, 757-300, 767-200, 767-400
or 777-200 Aircraft, or any Engine utilized on any such Aircraft or
(IV) effective on and after the date that the Owner shall have executed and
delivered to the Mortgagee a Trust Indenture Collateral Supplement, are
described in such Trust Indenture Collateral Supplement (collectively,
“Qualified
Spare Parts”),
provided
that the
following shall be excluded from the Lien of this Trust Indenture: (w) any
Spare
Part or Appliance so long as it is incorporated in, installed on, attached
or
appurtenant to, or being used in, an Aircraft, Engine or Qualified Spare Part
that is so incorporated, installed, attached, appurtenant or being used;
(x) any Spare Part or Appliance that has been incorporated in, installed
on, attached or appurtenant to, or used in an Aircraft, Engine or Qualified
Spare Part that has been so incorporated, installed, attached, appurtenant
or
used, for so long after its removal from such Aircraft or Engine as it remains
owned by a lessor or conditional seller of, or subject to a Lien applicable
to,
such Aircraft or Engine; (y) the Excluded Parts; and (z) any Spare
Part or Appliance leased to, loaned to, or held on consignment by, the Owner
(such Spare Parts and Appliances, giving effect to such exclusions, the
“Pledged
Spare Parts”);
(2) The
rights of the Owner under any warranty or indemnity, express or implied,
regarding title, materials, workmanship, design or patent infringement or
related matters in respect of the Pledged Spare Parts (the “Warranties”);
(3) All
proceeds with respect to the sale or other disposition by the Mortgagee of
any
Pledged Spare Part or other Collateral pursuant to the terms of this Trust
Indenture, and all insurance proceeds with respect to any Pledged Spare Part,
but excluding any insurance maintained by the Owner and not required under
Section 4.09;
(4) All
rents, revenues and other proceeds collected by the Mortgagee pursuant to
Section 5.03(b) and all monies and securities from time to time deposited or
required to be deposited with the Mortgagee by or for the account of the Owner
pursuant to any terms of this Trust Indenture or the Collateral Maintenance
Agreement held or required to be held by the Mortgagee hereunder, including
all
Eligible Accounts (including the Securities Account);
(5) All
cash,
Investment Securities and other financial assets held in any Eligible Account
by
the Mortgagee or an Eligible Institution; all Cash Collateral; and all security
entitlements with respect thereto;
(6) All
repair, maintenance and inventory records, logs, manuals and all other documents
and materials similar thereto (including, without limitation, any such records,
logs, manuals, documents and materials that are computer print-outs) at any
time
maintained, created or used by the Owner, and all records, logs, documents
and
other materials required at any time to be maintained by the Owner pursuant
to
the FAA or under the Act, in each case with respect to any of the Pledged Spare
Parts (the “Spare
Parts Documents”);
and
(7) All
proceeds of the foregoing.
PROVIDED,
HOWEVER, that notwithstanding any of the foregoing provisions, so long as no
Event of Default shall have occurred and be continuing, (a) the Mortgagee shall
not take or cause to be taken any action contrary to the Owner’s right hereunder
to quiet enjoyment of the Pledged Spare Parts, and to possess, use, retain and
control the Pledged Spare Parts and all revenues, income and profits derived
therefrom, and (b) the Owner shall have the right, to the exclusion of the
Mortgagee, with respect to the warranties and indemnities referred to in clause
(2) above, to exercise in the Owner’s name all rights and powers (other than to
amend, modify or waive any of the warranties or indemnities contained therein,
except in the exercise of the Owner’s reasonable business judgment) and to
retain any recovery or benefit resulting from the enforcement of any warranty
or
indemnity; and provided
further that,
notwithstanding the occurrence or continuation of an Event of Default, the
Mortgagee shall not enter into any amendment of any such warranty or indemnity
which would increase the obligations of the Owner thereunder.
TO
HAVE
AND TO HOLD all and singular the aforesaid property unto the Mortgagee, and
its
successors and assigns, in trust for the equal and proportionate benefit and
security of the Note Holders and the Indenture Indemnitees, except as provided
in Section 2.13 and Article III hereof, without any preference, distinction
or
priority of any one Equipment Note over any other by reason of priority of
time
of issue, sale, negotiation, date of maturity thereof or otherwise for any
reason whatsoever, and for the uses and purposes and in all cases and as to
all
property specified in clauses (1) through (7) inclusive above, subject to the
terms and provisions set forth in this Trust Indenture.
It
is
expressly agreed that anything herein contained to the contrary notwithstanding,
the Owner shall remain liable under the Indenture Agreements to perform all
of
the obligations assumed by it thereunder, except to the extent prohibited or
excluded from doing so pursuant to the terms and provisions thereof, and the
Mortgagee, the Note Holders and the
Indenture
Indemnitees shall have no obligation or liability under the Indenture Agreements
by reason of or arising out of the assignment hereunder, nor shall the
Mortgagee, the Note Holders or the Indenture Indemnitees be required or
obligated in any manner to perform or fulfill any obligations of the Owner
under
or pursuant to the Indenture Agreements, or, except as herein expressly
provided, to make any payment, to make any inquiry as to the nature or
sufficiency of any payment received by it, to present or file any claim, or
to
take any action to collect or enforce the payment of any amounts which may
have
been assigned to it or to which it may be entitled at any time or
times.
The
Owner
does hereby constitute the Mortgagee the true and lawful attorney of the Owner,
irrevocably, granted for good and valuable consideration and coupled with an
interest and with full power of substitution, and with full power (in the name
of the Owner or otherwise) to ask for, require, demand, receive, compound and
give acquittance for any and all monies and claims for monies (in each case
including insurance and requisition proceeds) due and to become due under or
arising out of the Indenture Agreements, and all other property which now or
hereafter constitutes part of the Collateral, to endorse any checks or other
instruments or orders in connection therewith and to file any claims or to
take
any action or to institute any proceedings which the Mortgagee may deem to
be
necessary or advisable in the premises; provided
that the
Mortgagee shall not exercise any such rights except upon the occurrence and
during the continuance of an Event of Default hereunder.
The
Owner
agrees that at any time and from time to time, upon the written request of
the
Mortgagee, the Owner will promptly and duly execute and deliver or cause to
be
duly executed and delivered any and all such further instruments and documents
(including without limitation UCC continuation statements) as the Mortgagee
may
reasonably deem necessary to perfect, preserve or protect the mortgage, security
interests and assignments created or intended to be created hereby or to obtain
for the Mortgagee the full benefits of the assignment hereunder and of the
rights and powers herein granted.
IT
IS
HEREBY COVENANTED AND AGREED by and between the parties hereto as
follows:
DEFINITIONS
Capitalized
terms used but not defined herein shall have the respective meanings set forth
or incorporated by reference, and shall be construed in the manner described,
in
Annex A hereto.
THE
EQUIPMENT NOTES
SECTION
2.01. 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. 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.
CONTINENTAL
AIRLINES, INC.
SERIES [G/B]
EQUIPMENT NOTE DUE JUNE 2, 2013
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No.____
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Date:
[__________,
____]
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| MATURITY DATE |
| June 2, 2013 |
CONTINENTAL
AIRLINES, INC., a Delaware corporation (“Owner”), 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 from the date hereof
until paid in full at a rate per annum for each Interest Period equal to the
Debt Rate for such Interest Period (calculated on the basis of a year of 360
days and actual days elapsed during the period for which such amount accrues).
The Original Amount of this Equipment Note shall be paid in full on June 2,
2013. Accrued but unpaid interest shall be due and payable in quarterly
installments commencing on September 2, 2006, and thereafter on December 2,
March 2, June 2 and September 2 of each year, to and including June 2, 2013.
Interest shall be payable with respect to the first but not the last day of
each
Interest Period. 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 such extension of time shall be included in the computation of interest
payable.
For
purposes hereof, the term “Trust Indenture” means the Trust Indenture and
Mortgage, dated as of June 9, 2006, between the Owner 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 and actual days elapsed during
the period for which such amount accrues) on any overdue payment of all or
a
portion of the Original Amount 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).
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 all or a portion of the
Original Amount, interest, Break Amount, if any, and Premium, if any, received
by it hereunder shall be applied, first,
to the
payment of Break Amount, if any, with respect to this Equipment Note,
second,
to the
payment of accrued interest on this Equipment Note (as well as any interest
on
any overdue payment of all or a portion of the Original Amount, any overdue
Break Amount and Premium, if any, or, to the extent permitted by Law, any
overdue interest and other amounts hereunder) to the date of such payment,
third,
to the
payment of all or the portion of the Original Amount of this Equipment Note
then
due, fourth,
to the
payment of Premium, if any, and any other amount due hereunder or under the
Trust Indenture, and fifth,
the
balance, if any, remaining thereafter, to the payment of the Original Amount
of
this Equipment Note remaining unpaid.
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 pursuant to the terms of the
Trust Indenture. The Collateral 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
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 nor the Mortgagee shall be affected
by
notice to the contrary.
This
Equipment Note is subject to redemption as provided in Sections 2.11 and 2.12
of
the Trust Indenture but not otherwise. In addition, this Equipment Note may
be
accelerated as provided in Section 5.02 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 G Equipment Notes, and certain other
Secured Obligations 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.]1
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.
THIS
EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF
THE STATE OF NEW YORK.
* * *
1. To
be
inserted in case of the Series B Equipment Note.
IN
WITNESS WHEREOF, the Owner has caused this Equipment Note to be executed in
its
corporate name by its officer thereunto duly authorized on the date
hereof.
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CONTINENTAL
AIRLINES, INC.
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| By: | ||
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Name: |
||
| Title: | ||
MORTGAGEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Equipment Notes referred to in the within-mentioned Trust
Indenture.
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WILMINGTON
TRUST COMPANY, as
Mortgagee
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| By: | ||
|
Name: |
||
| Title: | ||
SECTION
2.02. Issuance and Terms of Equipment
Notes
The
Equipment Notes shall be dated the Closing Date, shall be issued in two separate
series consisting of Series G and Series B in the principal amount of the
related secured loan as set forth in Section 2.1 of the Note Purchase Agreement.
On the Closing Date, a Series G Equipment Note and a Series B Equipment Note
shall be issued to the Subordination Agent on behalf of the applicable Pass
Through Trustee under the Pass Through Trust Agreement. The Equipment Notes
shall be issued in registered form only. The Equipment Notes shall be issued
in
denominations of $1,000 and integral multiples thereof, except that one
Equipment Note of each Series may be in an amount that is not an integral
multiple of $1,000.
Each
Equipment Note shall bear interest on the unpaid Original Amount thereof from
time to time outstanding from the date thereof until paid in full at the rate
per annum for each Interest Period equal to the Debt Rate for such Interest
Period (calculated on the basis of a year of 360 days and actual days elapsed
during the period for which such amount accrues). Accrued interest shall be
payable in arrears on September 2, 2006, and on each December 2, March 2, June
2
and September 2 thereafter until maturity. Interest on the Equipment Notes
shall
be payable with respect to the first but not the last day of each Interest
Period. The Original Amount of the Equipment Notes of each Series shall be
paid
in full on June 2, 2013. Notwithstanding the foregoing, the final payment made
under each 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, such Equipment Note. Each Equipment Note shall bear interest,
payable on demand, at the Payment Due Rate (calculated on the basis of a year
of
360 days and actual days elapsed during the period for which such amount
accrues) on any part of the Original Amount, and, to the extent permitted by
applicable Law, interest and any other amounts payable thereunder not paid
when
due for any period during which the same shall be overdue, in each case for
the
period the same is overdue. Amounts under any Equipment Note shall be overdue
if
not paid when due (whether at stated maturity, by acceleration or otherwise).
Notwithstanding anything to the contrary contained herein, if any date on which
a payment under any 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 such extension of time shall be included
in the computation of interest payable thereunder.
The
Owner
agrees to pay to the Mortgagee for distribution in accordance with Section
3.04
hereof: (a)(i) an amount equal to the fees payable to the Primary Liquidity
Provider under Section 2.03 of the Primary Liquidity Facility and the related
Fee Letter (as defined in the Intercreditor Agreement); (ii) the amount equal
to
interest on any Downgrade Advance (other than any Applied Downgrade Advance)
payable under Section 3.07 of the Primary Liquidity Facility minus Investment
Earnings from such Downgrade Advance; (iii) the amount equal to interest on
any
Non-Extension Advance (other than any Applied Non-Extension Advance) payable
under Section 3.07 of the Primary Liquidity Facility minus Investment Earnings
from such Non-Extension Advance; (iv) if any payment default shall have occurred
and be continuing with respect to interest on any Series G Equipment Notes,
the
excess, if any, of (1) an amount equal to interest on any Unpaid Advance,
Applied Downgrade Advance or Applied Non-Extension Advance payable under Section
3.07 of the Primary Liquidity Facility (or, if the
Policy
Provider has made a payment equivalent to such an Advance, as would have been
payable under Section 3.07 of the Primary Liquidity Facility had such Advance
been made) over (2) the sum of Investment Earnings from any Final Advance plus
any amount of interest at the Payment Due Rate actually payable (whether or
not
in fact paid) by Owner on the overdue scheduled interest on the Series G
Equipment Notes; (v) any other amounts owed to the Primary Liquidity
Provider by the Subordination Agent as borrower under the Primary Liquidity
Facility other than amounts due as repayment of advances thereunder or as
interest on such advances, except to the extent payable pursuant to clause
(ii),
(iii) or (iv) above; and (vi) an amount equal to the fees payable to the
Policy Provider under Section 3.02 of the Policy Provider Agreement and all
other compensation and reimbursement of expenses and disbursements (but
excluding reimbursement of advances) payable to the Policy Provider under the
Policy Provider Agreement (but excluding all such amounts actually paid by
the
Owner to the Policy Provider under the Policy Provider Agreement), (b) all
compensation and reimbursement of expenses, disbursements and advances payable
by Owner under the Pass Through Trust Agreements, and (c) all compensation
and
reimbursement of expenses and disbursements payable to the Subordination Agent
under the Intercreditor Agreement except with respect to any income or franchise
taxes incurred by the Subordination Agent in connection with the transactions
contemplated by the Intercreditor Agreement. For purposes of this paragraph,
the
terms “Applied Downgrade Advance”, “Applied Non-Extension Advance”, “Downgrade
Advance”, “Final Advance”, “Investment Earnings”, “Non-Extension Advance” and
“Unpaid Advance” shall have the meanings specified in the Primary Liquidity
Facility.
The
Equipment Notes shall be executed on behalf of the Owner by one of its
authorized officers. Equipment Notes bearing the signatures of individuals
who
were at any time the proper officers of the Owner shall bind the Owner,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Equipment Notes or
did
not hold such offices at the respective dates of such Equipment Notes. The
Owner
may from time to time execute and deliver Equipment Notes to the Mortgagee
for
authentication upon original issue and such Equipment Notes shall thereupon
be
authenticated and delivered by the Mortgagee upon the written request of the
Owner signed by an authorized officer of the Owner. No Equipment Note shall
be
secured by or entitled to any benefit under this Trust Indenture or be valid
or
obligatory for any purposes, unless there appears on such Equipment Note a
certificate of authentication in the form provided for herein executed by the
Mortgagee by the manual signature of one of its authorized officers and such
certificate upon any Equipment Notes be conclusive evidence, and the only
evidence, that such Equipment Note has been duly authenticated and delivered
hereunder.
The
aggregate Original Amount of the Equipment Notes issued hereunder shall not
exceed the sum of the amounts set forth in Section 2.1(a) and (b) of the Note
Purchase Agreement.
SECTION
2.03. [Intentionally
Omitted.]
SECTION
2.04. Method of
Payment
(a) Each
payment of the Original Amount of, interest on, Break Amount, if any, Premium,
if any, and other amounts due under each Equipment Note or hereunder will be
payable in Dollars by wire transfer of immediately available funds not later
than 11:30 AM, New York time, on the due date of payment to the Mortgagee at
the
Corporate Trust Office for distribution among the Note Holders in the manner
provided herein. The Owner shall not have any responsibility for the
distribution of such payment to any Note Holder. Notwithstanding the foregoing
or any provision in any Equipment Note to the contrary, the Mortgagee will
use
reasonable efforts to pay or cause to be paid, if so directed in writing by
any
Note Holder (with a copy to the Owner), all amounts paid by the Owner hereunder
and under such holder’s Equipment Note or Equipment Notes to such holder or a
nominee therefor (including all amounts distributed pursuant to Article III
of
this Trust Indenture) by transferring, or causing to be transferred, by wire
transfer of immediately available funds in Dollars, prior to 2:00 p.m., New
York
City time, on the due date of payment, to an account maintained by such holder
with a bank located in the continental United States the amount to be
distributed to such holder, for credit to the account of such holder maintained
at such bank. If the Mortgagee shall fail to make any such payment as provided
in the immediately foregoing sentence after its receipt of funds at the place
and prior to the time specified above, the Mortgagee, in its individual capacity
and not as trustee, agrees to compensate such holders for loss of use of funds
at Debt Rate until such payment is made and the Mortgagee shall be entitled
to
any interest earned on such funds until such payment is made. Any payment made
hereunder shall be made without any presentment or surrender of any Equipment
Note, except that, in the case of the final payment in respect of any Equipment
Note, such Equipment Note shall be surrendered to the Mortgagee for cancellation
promptly after such payment. Notwithstanding any other provision of this Trust
Indenture to the contrary, the Mortgagee shall not be required to make, or
cause
to be made, wire transfers as aforesaid prior to the first Business Day on
which
it is practicable for the Mortgagee to do so in view of the time of day when
the
funds to be so transferred were received by it if such funds were received
after
11:30 AM, New York time, at the place of payment. Prior to the due
presentment for registration of transfer of any Equipment Note, the Owner and
the Mortgagee shall deem and treat the Person in whose name any Equipment Note
is registered on the Equipment Note Register as the absolute owner and holder
of
such Equipment Note for the purpose of receiving payment of all amounts payable
with respect to such Equipment Note and for all other purposes, and none of
the
Owner or the Mortgagee shall be affected by any notice to the contrary. So
long
as any signatory to the Note Purchase Agreement or nominee thereof shall be
a
registered Note Holder, all payments to it shall be made to the account of
such
Note Holder specified in Schedule 1 thereto and otherwise in the manner provided
in or pursuant to the Note Purchase Agreement unless it shall have specified
some other account or manner of payment by notice to the Mortgagee consistent
with this Section 2.04.
(b) The
Mortgagee, as agent for the Owner, shall exclude and withhold at the appropriate
rate from each payment of all or a portion of the Original Amount of, interest
on, Break Amount, if any, Premium, if any, and other amounts due hereunder
or
under each Equipment Note (and such exclusion and withholding shall constitute
payment in respect of such
Equipment
Note) any and all United States withholding taxes applicable thereto as required
by Law. The Mortgagee agrees to act as such withholding agent and, in connection
therewith, whenever any present or future United States taxes or similar charges
are required to be withheld with respect to any amounts payable hereunder or
in
respect of the Equipment Notes, to withhold such amounts and timely pay the
same
to the appropriate authority in the name of and on behalf of the Note Holders,
that it will file any necessary United States withholding tax returns or
statements when due, and that as promptly as possible after the payment thereof
it will deliver to each Note Holder (with a copy to the Owner) appropriate
receipts showing the payment thereof, together with such additional documentary
evidence as any such Note Holder may reasonably request from time to
time.
If
a Note
Holder which is a Non-U.S. Person has furnished to the Mortgagee a properly
completed, accurate and currently effective U.S. Internal Revenue Service Form
W-8BEN (or such successor form or forms as may be required by the United States
Treasury Department) that is valid and in effect on the date on which the
payment hereunder or under the Equipment Note(s) held by such holder is made
and
has not notified the Mortgagee of the withdrawal or inaccuracy of such form
prior to the date of such payment (and the Mortgagee has no reason to believe
that any information set forth in such form is inaccurate), the Mortgagee shall
withhold only the amount, if any, required by Law (after taking into account
any
applicable exemptions properly claimed by the Note Holder) to be withheld from
payments hereunder or under the Equipment Notes held by such holder in respect
of United States federal income tax. If a Note Holder (x) which is a Non-U.S.
Person has furnished to the Mortgagee a properly completed, accurate and
currently effective U.S. Internal Revenue Service Form W-8ECI in duplicate
(or
such successor certificate, form or forms as may be required by the United
States Treasury Department as necessary in order to properly avoid withholding
of United States federal income tax), in the calendar year in which a payment
is
made (but prior to the making of any payment for such year) or either of the
two
preceding calendar years, and has not notified the Mortgagee of the withdrawal
or inaccuracy of such certificate or form prior to the date of such payment
(and
the Mortgagee has no reason to believe that any information set forth in such
form is inaccurate) or (y) which is a U.S. Person has furnished to the Mortgagee
a properly completed, accurate and currently effective U.S. Internal Revenue
Service Form W-9, if applicable, prior to a payment hereunder or under the
Equipment Notes held by such holder, no amount shall be withheld from payments
in respect of United States federal income tax. If any Note Holder has notified
the Mortgagee that any of the foregoing forms or certificates is withdrawn
or
inaccurate, or if such holder has not filed a form claiming an exemption from
United States withholding tax or if the Code or the regulations thereunder
or
the administrative interpretation thereof is at any time after the date hereof
amended to require such withholding of United States federal income taxes from
payments under the Equipment Notes held by such holder, the Mortgagee agrees
to
withhold from each payment due to the relevant Note Holder withholding taxes
at
the appropriate rate under Law and will, on a timely basis as more fully
provided above, deposit such amounts with an authorized depository and make
such
returns, statements, receipts and other documentary evidence in connection
therewith as required by Law.
Owner
shall not have any liability for the failure of the Mortgagee to withhold taxes
in the manner provided for herein or for any false, inaccurate or untrue
evidence provided by any Note Holder hereunder.
SECTION
2.05. Application of
Payments
In
the
case of each Equipment Note, each payment of all or a portion of the Original
Amount, Break Amount, if any, Premium, if any, and interest due thereon shall
be
applied:
First:
to
the payment of Break Amount, if any, with respect to such Equipment Note and
any
other amount (other than as covered by any of the following clauses) due
hereunder or under such Equipment Note;
Second:
to the payment of accrued interest on such Equipment Note (as well as any
interest on any overdue payment of all or a portion of the Original Amount,
any
overdue Premium, if any, and to the extent permitted by Law, any overdue
interest and any other overdue amounts thereunder) to the date of such payment;
Third:
to
the payment of the Original Amount of such Equipment Note (or a portion thereof)
then due thereunder;
Fourth:
to the payment of Premium, if any, and any other amount due hereunder or under
such Equipment Note; and
Fifth:
the balance, if any, remaining thereafter, to the payment of the Original Amount
of such Equipment Note remaining unpaid (provided that such Equipment Note
shall
not be subject to redemption except as provided in Sections 2.11 and 2.12
hereof).
SECTION
2.06. Termination of Interest in
Collateral
No
Note
Holder nor any other Indenture Indemnitee shall, as such, have any further
interest in, or other right with respect to, the Collateral when and if the
Original Amount of, Break Amount, if any, Premium, if any, and interest on
and
other amounts due under all Equipment Notes held by such Note Holder and all
other sums then due and payable to such Note Holder, such Indenture Indemnitee
or the Mortgagee hereunder (including, without limitation, under the third
paragraph of Section 2.02 hereof) and under the other Operative Agreements
by
the Owner (collectively, the “Secured Obligations”) shall have been paid in
full.
SECTION
2.07. Registration Transfer and Exchange
of Equipment Notes
The
Mortgagee shall keep a register (the “Equipment Note Register”) in which the
Mortgagee shall provide for the registration of Equipment Notes and the
registration of transfers of Equipment Notes. No such transfer shall be given
effect unless and until registration hereunder shall have occurred. The
Equipment Note Register shall be kept at the Corporate Trust Office of the
Mortgagee. The Mortgagee is hereby appointed “Equipment Note Registrar” for the
purpose of registering Equipment Notes and transfers of Equipment Notes as
herein provided. A holder of any Equipment Note intending to exchange such
Equipment Note shall surrender such Equipment Note to the Mortgagee at the
Corporate Trust Office, together with a written request from the registered
holder thereof for the issuance of a new Equipment Note, specifying, in the
case
of a surrender for transfer, the name and address of the new holder or
holders.
Upon surrender for registration of transfer of any Equipment Note, the Owner
shall execute, and the Mortgagee shall authenticate and deliver, in the name
of
the designated transferee or transferees, one or more new Equipment Notes of
a
like aggregate Original Amount and of the same series. At the option of the
Note
Holder, Equipment Notes may be exchanged for other Equipment Notes of any
authorized denominations of a like aggregate Original Amount, upon surrender
of
the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust
Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner
shall execute, and the Mortgagee shall authenticate and deliver, the Equipment
Notes which the Note Holder making the exchange is entitled to receive. All
Equipment Notes issued upon any registration of transfer or exchange of
Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof
or
otherwise under this Trust Indenture) shall be the valid obligations of the
Owner evidencing the same respective obligations, and entitled to the same
security and benefits under this Trust Indenture, as the Equipment Notes
surrendered upon such registration of transfer or exchange. Every Equipment
Note
presented or surrendered for registration of transfer, shall (if so required
by
the Mortgagee) be duly endorsed, or be accompanied by a written instrument
of
transfer in form satisfactory to the Mortgagee duly executed by the Note Holder
or such holder’s attorney duly authorized in writing, and the Mortgagee shall
require evidence satisfactory to it as to the compliance of any such transfer
with the Securities Act, and the securities Laws of any applicable state. The
Mortgagee shall make a notation on each new Equipment Note of the amount of
all
payments of any portion of the Original Amount previously made on the old
Equipment Note or Equipment Notes with respect to which such new Equipment
Note
is issued and the date to which interest on such old Equipment Note or Equipment
Notes has been paid. Interest shall be deemed to have been paid on such new
Equipment Note to the date on which interest shall have been paid on such old
Equipment Note, and all payments of any portion of the Original Amount marked
on
such new Equipment Note, as provided above, shall be deemed to have been made
thereon. The Owner shall not be required to exchange any surrendered Equipment
Notes as provided above during the ten-day period preceding the due date of
any
payment on such Equipment Note. The Owner shall in all cases deem the Person
in
whose name any Equipment Note shall have been issued and registered as the
absolute owner and holder of such Equipment Note for the purpose of receiving
payment of all amounts payable by the Owner with respect to such Equipment
Note
and for all purposes until a notice stating otherwise is received from the
Mortgagee and such change is reflected on the Equipment Note Register. The
Mortgagee will promptly notify the Owner of each registration of a transfer
of
an Equipment Note. Any such transferee of an Equipment Note, by its acceptance
of an Equipment Note, agrees to the provisions of this Trust Indenture and
the
Note Purchase Agreement applicable to Note Holders, including Sections 6.3,
6.4
and 9.1 thereof and shall be deemed to have covenanted to the parties to the
Note Purchase Agreement as to the matters covenanted by the original Note Holder
in the Note Purchase Agreement. Subject to compliance by the Note Holder and
its
transferee (if any) of the requirements set forth in this Section 2.07,
Mortgagee and Owner shall use all reasonable efforts to issue new Equipment
Notes upon transfer or exchange within 10 Business Days of the date an Equipment
Note is surrendered for transfer or exchange.
SECTION
2.08. Mutilated, Destroyed, Lost or
Stolen Equipment Notes
If
any
Equipment Note shall become mutilated, destroyed, lost or stolen, the Owner
shall, upon the written request of the holder of such Equipment Note, execute
and the Mortgagee shall authenticate and deliver in replacement thereof a new
Equipment Note, payable in the same Original Amount dated the same date. If
the
Equipment Note being replaced has become mutilated, such Equipment Note shall
be
surrendered to the Mortgagee and a photocopy thereof shall be furnished to
the
Owner. If the Equipment Note being replaced has been destroyed, lost or stolen,
the holder of such Equipment Note shall furnish to the Owner and the Mortgagee
such security or indemnity as may be required by them to save the Owner and
the
Mortgagee harmless and evidence satisfactory to the Owner and the Mortgagee
of
the destruction, loss or theft of such Equipment Note and of the ownership
thereof. If a “qualified institutional buyer” of the type referred to in
paragraph (a)(1)(i)(A), (B), (D) or (E) of Rule 144A under the Securities Act
(a
“QIB”) is the holder of any such destroyed, lost or stolen Equipment Note, then
the written indemnity of such QIB, signed by an authorized officer thereof,
in
favor of, delivered to and in form reasonably satisfactory to the Owner shall
be
accepted as satisfactory indemnity and security and no further indemnity or
security shall be required as a condition to the execution and delivery of
such
new Equipment Note. Subject to compliance by the Note Holder with the
requirements set forth in this Section 2.08, Mortgagee and Owner shall use
all
reasonable efforts to issue new Equipment Notes within 10 Business Days of
the
date of the written request therefor from the Note Holder.
SECTION
2.09. Payment of Expenses on Transfer;
Cancellation
(a) No
service charge shall be made to a Note Holder for any registration of transfer
or exchange of Equipment Notes, but the Mortgagee, as Equipment Note Registrar,
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer
or
exchange of Equipment Notes.
(b) The
Mortgagee shall cancel all Equipment Notes surrendered for replacement,
redemption, transfer, exchange, payment or cancellation and shall destroy the
canceled Equipment Notes.
SECTION
2.10. [Intentionally
Omitted.]
SECTION
2.11. Optional Redemptions of Equipment
Notes
The
Equipment Notes of either Series may be redeemed in accordance with Section
2.12
below at any time in whole or (so long as no Payment Default has occurred and
is
continuing) in part by the Owner at its sole option (an “Optional Redemption”)
(except that no Equipment Note may be redeemed by the Owner prior to the third
anniversary of the Issuance Date (other than in connection with a redemption
to
satisfy the Collateral Ratio or the Subordinated Collateral Ratio as provided
in
Section 3.1(a)(v) of the Collateral Maintenance Agreement, the Rotable Ratio
as
provided in Section 3.1(b)(iii) of the Collateral Maintenance Agreement or
the
fleet reduction covenant provided in Section 3.3 of the Collateral Maintenance
Agreement)) at a redemption price equal to the sum of the Original Amount (or
portion thereof)
subject
to such Optional Redemption and accrued and unpaid interest on, and Premium,
if
any, and Break Amount, if any, with respect to, such Original Amount.
Notwithstanding the foregoing, so long as the Series G Equipment Notes and
the Policy Provider Obligations have not been paid in full, the Owner shall
not
make an Optional Redemption of any Series B Equipment Notes (i) if an
Event of Default or failure by Owner to pay any amount of principal of or
interest on any Equipment Note when due has occurred and is continuing as of
the
applicable redemption date or (ii) unless (x) the Owner shall have
furnished to the Mortgagee (and, if the Policy Provider is then the Controlling
Party, to the Policy Provider) within 60 days prior to the redemption date
a certificate of an Officer certifying that, based upon the Pledged Spare Parts
included in the Collateral determined as of a date within 10 days prior to
the date of such certificate valued using the Appraised Value of such Pledged
Spare Parts (but without requiring a new Independent Appraiser’s Certificate),
the Collateral Ratio does not exceed the Maximum Collateral Ratio (after giving
effect to any scheduled redemption of Equipment Notes on such redemption date)
or (y) the Series G Equipment Notes shall be redeemed in whole simultaneously
with the Optional Redemption of the Series B Equipment Notes, provided
that the
Controlling Party may, in its sole discretion, waive compliance with the
requirements of this sentence.
SECTION
2.12. Redemptions; Notice of
Redemption
(a) No
redemption of any Equipment Note may be made except to the extent and in the
manner expressly permitted by this Trust Indenture. No purchase of any Equipment
Note may be made by the Mortgagee.
(b) Notice
of
redemption with respect to the Equipment Notes shall be given by the Mortgagee
by first-class mail, postage prepaid, mailed not less than 20 nor more than
60
days prior to the applicable redemption date, to each Note Holder of such
Equipment Notes to be redeemed, at such Note Holder’s address appearing in the
Equipment Note Register; provided that such notice shall be revocable by written
notice from the Owner to the Policy Provider and Mortgagee given not later
than
three Business Days prior to the redemption date. All notices of redemption
shall state: (1) the redemption date, (2) the applicable basis for determining
the redemption price, (3) that on the redemption date, the redemption price
will
become due and payable upon each such Equipment Note, and that, if any such
Equipment Notes are then outstanding, interest on such Equipment Notes shall
cease to accrue on and after such redemption date, and (4) the place or places
where such Equipment Notes are to be surrendered for payment of the redemption
price. The Mortgagee shall promptly provide a copy of any such notice to the
Policy Provider.
(c) On
or
before the redemption date, the Owner (or any person on behalf of the Owner)
shall, to the extent an amount equal to the redemption price for the Equipment
Notes to be redeemed on the redemption date shall not then be held by the
Mortgagee, deposit or cause to be deposited with the Mortgagee by 11:30 AM
New
York time on the redemption date in immediately available funds the redemption
price of the Equipment Notes to be redeemed, together with all amounts required
to be paid by Owner referred to in Clause “First” of
Section 3.02.
(d) Notice
of
redemption having been given as aforesaid, the Equipment Notes to be redeemed
shall, on the redemption date, become due and payable at the Corporate Trust
Office of the Mortgagee or at any office or agency maintained for such purposes
pursuant to Section 2.07, and from and after such redemption date (unless there
shall be a default in the payment of the redemption price) any such Equipment
Notes then outstanding shall cease to bear interest. Upon surrender of any
such
Equipment Note for redemption in accordance with said notice, such Equipment
Note shall be redeemed at the redemption price. If any Equipment Note called
for
redemption shall not be so paid upon surrender thereof for redemption, the
principal amount thereof shall, until paid, continue to bear interest from
the
applicable redemption date at the interest rate in effect for such Equipment
Note as of such redemption date.
SECTION
2.13. Subordination
(a) The
Owner
and each Note Holder (by acceptance of its Equipment Notes of any Series),
hereby agree that no payment or distribution shall be made on or in respect
of
the Secured Obligations owed to such Note Holder of such Series, including
any
payment or distribution of cash, property or securities after the commencement
of a proceeding of the type referred to in Section 5.01(v), (vi) or (vii)
hereof, except as expressly provided in Article III hereof.
(b) By
the
acceptance of its Series B Equipment Notes, each Note Holder of such Series
agrees that in the event that such Note Holder, in its capacity as a Note
Holder, shall receive any payment or distribution on any Secured Obligations
in
respect of such Series which it is not entitled to receive under this Section
2.13 or Article III hereof, it will hold any amount so received in trust for
the
Note Holders of the Series G Equipment Notes and will forthwith turn over
such payment to the Mortgagee in the form received to be applied as provided
in
Article III hereof.
RECEIPT,
DISTRIBUTION AND APPLICATION OF PAYMENTS
SECTION
3.01. Basic
Distributions
Except
as
otherwise provided in Sections 3.02 and 3.03 hereof, each scheduled payment
of
principal or interest on the Equipment Notes received by the Mortgagee shall
be
promptly distributed in the following order of priority:
|
(i)
|
so
much of such payment as shall be required to pay in full the aggregate
amount of the payment or payments of the Original Amount and interest
(as
well as any interest on any overdue payment of all or any portion
of the
Original Amount and, to the extent permitted by Law, on any overdue
interest) then due under all Series G Equipment Notes shall be distributed
to the Note Holders of Series G ratably, without priority of one
over the
other, in the proportion that the amount of such payment or payments
then
due under each Series G Equipment Note, bears to the aggregate amount
of
the payments then due under all Series G Equipment
Notes;
|
|
(ii)
|
after
giving effect to paragraph (i) above, so much of such payment remaining
as
shall be required to pay in full the aggregate amount of the payment
or
payments of the Original Amount and interest (as well as any interest
on
any overdue payment of all or any portion of the Original Amount
and, to
the extent permitted by Law, on any overdue interest) then due under
all
Series B Equipment Notes shall be distributed to the Note Holders of
Series B ratably, without priority of one over the other, in the
proportion that the amount of such payment or payments then due under
each
Series B Equipment Note bears to the aggregate amount of the payments
then due under all Series B Equipment
Notes.
|
SECTION
3.02. Redemptions
Except
as
otherwise provided in Section 3.03 hereof, any payments received by the
Mortgagee pursuant to an Optional Redemption of the Equipment Notes in
accordance with Section 2.11 hereof shall be applied to redemption of the
Equipment Notes by applying such funds in the following order of
priority:
| First, |
(a)
to reimburse the Mortgagee and the Note Holders for any reasonable
costs
or expenses incurred in connection with such redemption for which
they are
entitled to reimbursement, or indemnity by Owner, under the Operative
Agreements and then (b) to pay any other Secured Obligations then
due
(except as provided in clause “Second” below) to the Mortgagee, the Note
Holders and the other Indenture Indemnitees under this Trust Indenture,
the Note Purchase Agreement or the Equipment Notes (other than amounts
specified in clause Second below);
|
|
Second,
|
(i)
|
so
much of such payment as shall be required to pay in full the aggregate
amount of the payment or payments of Original Amount and interest
(as well
as any interest on any overdue payment of all or any portion of the
Original Amount and, to the extent permitted by Law, on any overdue
interest), Break Amount, if any, and Premium, if any, then due under
all
Series G Equipment Notes shall be distributed to the Note Holders
of
Series G ratably, without priority of one over the other, in the
proportion that the amount of such payment or payments then due under
each
Series G Equipment Note, bears to the aggregate amount of the payments
then due under all Series G Equipment
Notes;
|
|
(ii)
|
after
giving effect to paragraph (i) above, so much of such payment remaining
as
shall be required to pay in full the aggregate amount of the payment
or
payments of Original Amount and interest (as well as any interest
on any
overdue payment of all or any portion of the Original Amount and,
to the
extent permitted by Law, on any overdue interest), Break Amount,
if any,
and Premium, if any, then due under all Series B Equipment Notes
shall be distributed to the Note Holders of Series B ratably, without
priority of one over the other, in the proportion that the amount
of such
payment or payments then due under each Series B Equipment Note bears
to the aggregate amount of the payments then due under all Series B
Equipment Notes;
|
| Third, |
as
provided in clause “Fourth” of Section 3.03
hereof.
|
SECTION
3.03. Payments After Event of
Default
Except
as
otherwise provided in Section 3.04 hereof, all payments received and amounts
held or realized by the Mortgagee (including any amounts realized by the
Mortgagee from the exercise of any remedies pursuant to Article V hereof) after
an Event of Default shall have occurred and be continuing and after the
declaration specified in Section 5.02(b) hereof, as well as all payments or
amounts then held by the Mortgagee as part of the Collateral, shall be promptly
distributed by the Mortgagee in the following order of priority:
|
First,
|
so
much of such payments or amounts as shall be required to (i) reimburse
the
Mortgagee or WTC for any tax (except to the extent resulting from
a
failure of the Mortgagee to withhold taxes pursuant to Section 2.04(b)
hereof), expense or other loss (including, without limitation, all
amounts
to be expended at the expense of, or charged upon the rents, revenues,
issues, products and profits of, the property included in the Collateral
(all such property being herein called the “Mortgaged Property”) pursuant
to Section 5.03(b) hereof) incurred by the Mortgagee or WTC (to the
extent not previously reimbursed), the expenses of any sale, or other
proceeding, reasonable attorneys’ fees and expenses, court costs, and any
other expenditures incurred or expenditures or advances made by the
Mortgagee, WTC or the Note Holders in the protection, exercise or
enforcement of any right, power or remedy or any damages sustained
by the
Mortgagee, WTC or any Note Holder, liquidated or otherwise, upon
such
Event of Default shall be applied by the Mortgagee as between itself,
WTC
and the Note Holders in reimbursement of such expenses and any other
expenses for which the Mortgagee, WTC or the Note Holders are entitled
to
reimbursement under any Operative Agreement and (ii) pay all Secured
Obligations payable to the other Indenture Indemnitees hereunder
and under
the Note Purchase Agreement (other than amounts specified in clauses
Second and Third below); and in the case the aggregate amount to
be so
distributed is insufficient to pay as aforesaid in clauses (i) and
(ii),
then ratably, without priority of one over the other, in proportion
to the
amounts owed each hereunder;
|
|
Second,
|
so
much of such payments or amounts remaining as shall be required to
reimburse the then existing or prior Note Holders for payments made
pursuant to Section 6.03 hereof (to the extent not previously
reimbursed) shall be distributed to such then existing or prior Note
Holders ratably, without priority of one over the other, in accordance
with the amount of the payment or payments made by each such then
existing
or prior Note Holder pursuant to said Section 6.03
hereof;
|
|
Third,
|
(i)
|
so
much of such payments or amounts remaining as shall be required to
pay in
full the aggregate unpaid Original Amount of all Series G Equipment
Notes,
and the accrued but unpaid interest and other amounts due thereon
(other
than Premium which shall not be due and payable), and Break Amount,
if
any, with respect to the Series G Equipment Notes and all other
Secured Obligations in
|
|
respect
of the Series G Equipment Notes (other than Premium) to the date
of
distribution, shall be distributed to the Note Holders of Series
G, and in
case the aggregate amount so to be distributed shall be insufficient
to
pay in full as aforesaid, then ratably, without priority of one over
the
other, in the proportion that the aggregate unpaid Original Amount
of all
Series G Equipment Notes held by each holder plus the accrued but
unpaid
interest and other amounts due hereunder or thereunder (other than
Premium, if any) to the date of distribution, bears to the aggregate
unpaid Original Amount of all Series G Equipment Notes held by all
such
holders plus the accrued but unpaid interest and other amounts due
thereon
(other than Premium) to the date of
distribution;
|
|
(ii)
|
after
giving effect to paragraph (i) above, so much of such payments or
amounts
remaining as shall be required to pay in full the aggregate unpaid
Original Amount of all Series B Equipment Notes, and the accrued but
unpaid interest and other amounts due thereon (other than Premium
which
shall not be due and payable), and Break Amount, if any, with respect
to
the Series B Equipment Notes, and all other Secured Obligations in
respect of the Series B Equipment Notes (other than Premium) to the
date of distribution, shall be distributed to the Note Holders of
Series B, and in case the aggregate amount so to be distributed shall
be insufficient to pay in full as aforesaid, then ratably, without
priority of one over the other, in the proportion that the aggregate
unpaid Original Amount of all Series B Equipment Notes held by each
holder plus the accrued but unpaid interest and other amounts due
hereunder or thereunder (other than Premium) to the date of distribution,
bears to the aggregate unpaid Original Amount of all Series B
Equipment Notes held by all such holders plus the accrued but unpaid
interest and other amounts due thereon (other than Premium) to the
date of
distribution;
|
|
Fourth,
|
the
balance, if any, of such payments or amounts remaining thereafter
shall be
distributed to the Owner.
|
No
Premium shall be due and payable on the Equipment Notes as a consequence of
the
acceleration of the Equipment Notes as a result of an Event of
Default.
SECTION
3.04. Certain
Payments
(a) Any
payments received by the Mortgagee for which no provision as to the application
thereof is made in this Trust Indenture and for which such provision is made
in
any other Operative Agreement shall be applied forthwith to the purpose for
which such payment was made in accordance with the terms of such other Operative
Agreement, as the case may be.
(b) Notwithstanding
anything to the contrary contained in this Article III, the Mortgagee will
distribute promptly upon receipt any indemnity payment received by it from
the
Owner in respect of the Mortgagee in its individual capacity, any Note Holder
or
any other Indenture Indemnitee, in each case whether or not pursuant to Section
8 of the Note
Purchase
Agreement, directly to the Person entitled thereto. Any payment received by
the
Mortgagee under the third paragraph of Section 2.02 hereof shall be distributed
to the Subordination Agent in its capacity as Note Holder to be distributed
in
accordance with the terms of the Intercreditor Agreement.
SECTION
3.05. Other
Payments
Any
payments received by the Mortgagee for which no provision as to the application
thereof is made elsewhere in this Trust Indenture or in any other Operative
Agreement shall be distributed by the Mortgagee to the extent received or
realized at any time, in the order of priority specified in Section 3.01 hereof,
and after payment in full of all amounts then due in accordance with
Section 3.01 in the manner provided in clause “Fourth” of Section 3.03
hereof.
SECTION
3.06. Release of Cash
Collateral
(a) Upon
written request by the Owner to the Mortgagee after notice of redemption of
Equipment Notes has been given to Note Holders pursuant to Section 2.12 of
this
Trust Indenture, the Mortgagee shall apply, to the extent specified in such
written request, the Cash Collateral to pay amounts due with respect to the
Equipment Notes to be redeemed on the applicable redemption date.
(b) If
the
Collateral Ratio is less than the Maximum Collateral Ratio, the Subordinated
Collateral Ratio is less than the Maximum Subordinated Collateral Ratio and
the
Rotable Ratio is greater than the Minimum Rotable Ratio, in each case as most
recently determined pursuant to Article 2 or Section 3.1
of
the Collateral Maintenance Agreement, and the Mortgagee held any Cash Collateral
as of the Valuation Date for such Collateral Ratio, Subordinated Collateral
Ratio and Rotable Ratio (or subsequent date as of which such ratio was
recalculated pursuant to Section 3.1 of the Collateral Maintenance Agreement),
upon written request of the Owner and so long as no Event of Default or Special
Default has occurred and is continuing the Mortgagee shall pay to the Owner
an
amount of the Cash Collateral such that the Collateral Ratio would not be
greater than the Maximum Collateral Ratio, the Subordinated Collateral Ratio
would not be greater than the Maximum Subordinated Collateral Ratio and the
Rotable Ratio would not be less than the Minimum Rotable Ratio, giving effect
to
such payment (but otherwise using the information used as of such most recent
determination date to determine such ratio).
SECTION
3.07. Securities
Account
WTC
agrees to act as an Eligible Institution under the Trust Indenture in accordance
with the provisions of the Trust Indenture (in such capacity, the “Securities
Intermediary”) for the purpose of holding any Cash Collateral. Except in its
capacity as Mortgagee, WTC waives any claim or lien against any Eligible Account
it may have, by operation of law or otherwise, for any amount owed to it by
Owner. The Securities Intermediary hereby agrees that, notwithstanding anything
to the contrary in the Trust Indenture, (i) any amounts of Cash Collateral
to be
held by the Mortgagee and any investment earnings thereon or other Investment
Securities will be credited to an Eligible Account (the “Securities Account”)
for
which
it
is a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY
UCC) and the Mortgagee is the “entitlement holder” (as defined in Section
8-102(a)(7) of the NY UCC) of the “securities entitlement” (as defined in
Section 8-102(a)(17) of the NY UCC) with respect to each “financial asset” (as
defined in Section 8-102(a)(9) of the NY UCC) credited to such Eligible Account,
(ii) all such amounts, Investment Securities and all other property acquired
with cash credited to the Securities Account will be credited to the Securities
Account, (iii) all items of property (whether cash, investment property,
Investment Securities, other investments, securities, instruments or other
property) credited to the Securities Account will be treated as a “financial
asset” under Article 8 of the NY UCC, (iv) its “securities intermediary’s
jurisdiction” (as defined in Section 8-110(e) of the NY UCC) with respect to the
Securities Account is the State of New York, and (v) all securities, instruments
and other property in order or registered from and credited to the Securities
Account shall be payable to or to the order of, or registered in the name of,
the Securities Intermediary or shall be indorsed to the Securities Intermediary
or in blank, and in no case whatsoever shall any financial asset credited to
the
Securities Account be registered in the name of the Owner, payable to or to
the
order of the Owner or specially indorsed to the Owner except to the extent
the
foregoing have been specially endorsed by the Owner to the Securities
Intermediary or endorsed in blank. The Mortgagee agrees that it will hold (and
will indicate clearly in its books and records that it holds) its “securities
entitlement” to the “financial assets” credited to the Securities Account in
trust for the benefit of the Note Holders and each of the Indenture Indemnitees
as set forth in the Trust Indenture. The Owner acknowledges that, by reason
of
the Mortgagee being the “entitlement holder” in respect of the Securities
Account as provided above, the Mortgagee shall have the sole right and
discretion, subject only to the terms of the Trust Indenture, to give all
“entitlement orders” (as defined in Section 8-102(a)(8) of the NY UCC) with
respect to the Securities Account and any and all financial assets and other
property credited thereto to the exclusion of the Owner; provided,
however,
in no
event shall the consent of the Owner be required as a condition to WTC complying
with any such entitlement order of the Mortgagee.
COVENANTS
SECTION
4.01. Notice of Change of Location
The
Owner
will give Mortgagee timely written notice (but in any event within 30 days
prior
to the expiration of the period of time specified under applicable Law to
prevent lapse of perfection) of any change in its location (as such term is
used
in Section 9-307 of the UCC) or legal name and will promptly take any
action required by Section 4.06 hereof as a result of such
relocation.
SECTION
4.02. Liens
The
Owner
will not directly or indirectly create, incur, assume or suffer to exist any
Lien on or with respect to the Collateral, title to any of the foregoing or
any
interest of the Owner therein, except Permitted Liens. The Owner shall promptly,
at its own expense, take such
action
as
may be necessary to duly discharge (by bonding or otherwise) any such Lien
other
than a Permitted Lien arising at any time.
SECTION
4.03. Maintenance
The
Owner, at its own cost and expense:
(a) shall
maintain, or cause to be maintained, at all times the Pledged Spare Parts in
accordance with all applicable Laws issued by the FAA or any other Governmental
Entity having jurisdiction over the Owner or any such Pledged Spare Parts,
including making any modifications, alterations, replacements and additions
necessary therefor, and shall utilize, or cause to be utilized, the same manner
and standard of maintenance with respect to each model of Spare Part or
Appliance included in the Pledged Spare Parts as is utilized for such model
of
Spare Part or Appliance owned by the Owner and not included in the Pledged
Spare
Parts;
(b) shall
maintain, or cause to be maintained, all records, logs and other materials
required by the FAA or under the Act to be maintained in respect of the Pledged
Spare Parts and shall not modify its record retention procedures in respect
of
the Pledged Spare Parts if such modification would materially diminish the
value
of the Pledged Spare Parts, taken as a whole; and
(c) shall
maintain, or cause to be maintained, the Pledged Spare Parts in good working
order and condition and shall perform all maintenance thereon necessary for
that
purpose, excluding (i) Pledged Spare Parts that have become worn out or unfit
for use and not reasonably repairable or become obsolete, (ii) Pledged Spare
Parts that are not required for the Owner’s normal operations and (iii)
Expendables that have been consumed or used in the Owner’s
operations.
(d) shall
maintain, or cause to be maintained, all Spare Parts Documents in respect of
the
Pledged Spare Parts in the English language.
SECTION
4.04. Use, Designated Location and
Possession
(a) Subject
to the terms of the Collateral Maintenance Agreement, the Owner shall have
the
right, at any time and from time to time at its own cost and expense, without
any release from or consent by the Mortgagee, to deal with the Pledged Spare
Parts in any manner consistent with the Owner’s ordinary course of business,
including without limitation any of the following:
(i) to
incorporate in, install on, attach or make appurtenant to, or use in, any
Aircraft, Engine or Qualified Spare Part leased to or owned by the Owner
(whether or not subject to any Lien) any Pledged Spare Part, free from the
Lien
of this Trust Indenture;
(ii) to
dismantle any Pledged Spare Part that has become worn out or obsolete or unfit
for use, and to sell or dispose of any such Pledged
Spare
Part or any salvage resulting from such dismantling, free from the Lien of
this
Trust Indenture; and
(iii) to
transfer any or all of the Pledged Spare Parts located at one or more Designated
Locations to one or more other Designated Locations or to one or more locations
which are not Designated Locations.
(b) The
Owner
shall
keep the
Pledged Spare Parts at one or more of the Designated Locations, except as
otherwise permitted under Sections 4.04(a)
or 4.05 of this Trust Indenture or the Collateral Maintenance
Agreement.
If and
whenever the Owner shall wish to add a location as a Designated Location, the
Owner will furnish to the Mortgagee the following:
(i) a
Trust
Indenture Supplement duly executed by the Owner, identifying each location
that
is to become a Designated Location and specifically subjecting the Pledged
Spare
Parts at such location to the Lien of this Trust Indenture;
(ii) an
opinion of counsel, dated the date of execution of said Trust Indenture
Supplement, stating that said Trust Indenture Supplement has been duly filed
for
recording in accordance with the provisions of the Act, and either: (a) no
other
filing or recording is required in any other place within the United States
in
order to perfect the Lien of this Trust Indenture on the Qualified Spare Parts
held at the Designated Locations specified in such Trust Indenture Supplement
under the laws of the United States, or (b) if any such other filing or
recording shall be required that said filing or recording has been accomplished
in such other manner and places, which shall be specified in such opinion of
counsel, as are necessary to perfect the Lien of this Trust Indenture;
and
(iii) An
Officer’s Certificate stating that in the opinion of the officer executing such
Officer’s Certificate, all conditions precedent provided for in this Trust
Indenture relating to the subjection of such property to the Lien of this Trust
Indenture have been complied with.
(c) Without
the prior written consent of the Mortgagee, the Owner will not sell, lease
or
otherwise in any manner deliver, transfer or relinquish possession of any
Pledged Spare Part to anyone other than the grant of the security interest
to
the Mortgagee pursuant to this Trust Indenture, except as permitted by the
provisions of Section 3.2
of the Collateral Maintenance Agreement and Sections 4.04
and
4.05 of this Trust Indenture
and
except that the Owner shall have the right, in the ordinary course of business,
(i) to transfer possession of any Pledged Spare Part to the manufacturer thereof
or any other organization for testing, overhaul, repairs, maintenance,
alterations or modifications or to any Person for the purpose of transport
to
any of the foregoing or (ii) to subject any Pledged Spare Part to a pooling,
exchange, borrowing or maintenance servicing agreement or arrangement customary
in the airline industry and entered into by the Owner in the ordinary course
of
its business; provided,
however,
that if
the Owner’s title to any such Pledged Spare Part shall be divested under any
such agreement or
arrangement,
such divestiture shall be deemed to be a Sale with respect to such Pledged
Spare
Part subject to the provisions of Section 3.2 of the Collateral Maintenance
Agreement.
(d) So
long
as no Event of Default shall have occurred and be continuing, the Owner may
enter into a lease with respect to any Pledged Spare Part to any U.S. Air
Carrier that is not then subject to any bankruptcy, insolvency, liquidation,
reorganization, dissolution or similar proceeding and shall not have
substantially all of its property in the possession of any liquidator, trustee,
receiver or similar person (a “Permitted
Lessee”).
In
the case of any such lease, the Owner will include in such lease appropriate
provisions which (t) make such lease expressly subject and subordinate to all
of
the terms of this Trust Indenture, including the rights of the Mortgagee to
repossess such Pledged Spare Part and avoid such lease in the exercise of its
rights to repossession of the Pledged Spare Parts under this Trust Indenture,
and the Owner shall remain primarily liable for the performance and observance
of all of the terms of this Trust Indenture and all the terms and conditions
of
this Trust Indenture and the other Operative Agreements shall remain in effect,
in each case to the same extent as if such lease or transfer had not occurred;
(u) require the Permitted Lessee to comply with the terms of Section 4.09;
and
(v) require that the Pledged Spare Parts subject thereto be used in accordance
with the limitations applicable to the Owner’s use, possession and location of
such Pledged Spare Parts provided in this Trust Indenture (including, without
limitation, that such Pledged Spare Parts be kept at one or more Designated
Locations), it being understood that such Permitted Lessee shall be entitled
to
incorporate in, install on, attach or make appurtenant to, or use in, any
Aircraft, Engine or Appliance leased to, or owned by, such Permitted Lessee
(whether or not subject to any Lien) any Pledged Spare Part subject thereto,
free from the Lien of this Trust Indenture. No lease permitted under this
Section shall be entered into unless (w) the Owner shall provide written notice
to the Mortgagee and a copy of any such lease (promptly after entering into
any
such lease); (x) the Owner shall furnish to the Mortgagee evidence reasonably
satisfactory to the Mortgagee that the insurance required by Section 4.09(a)
remains in effect; (y) all necessary documents shall have been duly filed,
registered or recorded in such public offices as may be required fully to
preserve the first priority security interest (subject to Permitted Liens)
of
Mortgagee in the Pledged Spare Parts; and (z) the Owner shall reimburse the
Mortgagee for all of its reasonable out-of-pocket fees and expenses, including,
without limitation, reasonable fees and disbursements of counsel, incurred
by
the Mortgagee in connection with any such lease. Except as otherwise provided
herein and without in any way relieving the Owner from its primary obligation
for the performance of its obligations under this Trust Indenture and the
Collateral Maintenance Agreement, the Owner may in its sole discretion permit
a
Permitted Lessee to exercise any or all rights which the Owner would be entitled
to exercise under Article IV hereof and Section 3.2 of the Collateral
Maintenance Agreement, and may cause a Permitted Lessee to perform any or all
of
the Owner’s obligations under Article IV hereof and Section 3.2 of the
Collateral Maintenance Agreement, and the Mortgagee agrees to accept actual
and
full performance thereof by a Permitted Lessee in lieu of performance by the
Owner. No pooling agreement, permitted lease or other relinquishment of
possession of any Pledged Spare Part shall in any way discharge or diminish
any
of the Owner’s obligations under this Trust Indenture or constitute a waiver by
the Mortgagee or the Policy Provider of any rights or remedies
hereunder.
SECTION
4.05. Permitted Sale or
Dispositions
(a) So
long
as no Event of Default has occurred and is continuing, the Owner may sell,
transfer or dispose of Pledged Spare Parts free from the Lien of the Trust
Indenture, subject to the provisions of the Collateral Maintenance
Agreement.
(b) No
purchaser in good faith of property purporting to be transferred pursuant to
Section 4.04(a)(ii) or 4.05(a) shall be bound to ascertain or inquire into
the
authority of the Owner to make any such transfer, free and clear of the Lien
of
this Trust Indenture. Any instrument of transfer executed by the Owner under
Section 4.04(a)(ii) or 4.05 shall be sufficient for the purposes of this Trust
Indenture and shall constitute a good and valid release, assignment and transfer
of the property therein described free from the Lien of this Trust
Indenture.
SECTION
4.06. Certain
Assurances
(a) The
Owner
shall duly execute, acknowledge and deliver, or shall cause to be executed,
acknowledged and delivered, all such further agreements, instruments,
certificates or documents, and shall do and cause to be done such further acts
and things, in any case, as Mortgagee shall reasonably request for accomplishing
the purposes of this Trust Indenture, provided
that any
instrument or other document so executed by the Owner will not expand any
obligations or limit any rights of the Owner in respect of the transactions
contemplated by any Operative Agreement.
(b) The
Owner
shall promptly take such action with respect to the recording, filing,
re-recording and refiling of this Trust Indenture and any amendments or
supplements hereto, as shall be necessary to continue the perfection and
priority of the Lien created by this Trust Indenture.
(c) The
Owner, at its sole cost and expense, will cause the FAA Filed Documents, the
Financing Statements and all continuation statements (and any amendments
necessitated by any consolidation or merger of the Owner, any conveyance,
transfer or lease of all or substantially all of the assets of the Owner, or
any
change of the Owner’s location) in respect of the Financing Statements to be
prepared and, subject only to the execution and delivery thereof by Mortgagee,
duly and timely filed and recorded, or filed for recordation, to the extent
permitted under the Act (with respect to the FAA Filed Documents) or the UCC
or
similar law of any other applicable jurisdiction (with respect to such other
documents).
SECTION
4.07. Merger of
Owner
(a) In
General.
Owner
shall not consolidate with or merge into any other person under circumstances
in
which Owner is not the surviving corporation, or convey, transfer or lease
in
one or more transactions all or substantially all of its assets to any other
person, unless:
(i) such
person is organized, existing and in good standing under the Laws of the United
States, any State of the United States or the District of Columbia and, upon
consummation of such transaction, such person will be a U.S. Air
Carrier;
(ii) such
person executes and delivers to Mortgagee and the Policy Provider a duly
authorized, legal, valid, binding and enforceable agreement, reasonably
satisfactory in form and substance to Mortgagee and the Policy Provider,
containing an effective assumption by such person of the due and punctual
performance and observance of each covenant, agreement and condition in the
Operative Agreements and the Policy Provider Documents to which the Owner is
a
party to be performed or observed by Owner;
(iii) such
person makes such filings and recordings with the FAA as shall be necessary
to
evidence such consolidation or merger;
(iv) immediately
after giving effect to such consolidation or merger no Event of Default shall
have occurred and be continuing; and
(v) the
Owner
shall have delivered to the Mortgagee an officers’ certificate and an opinion
(or opinions) of counsel, each stating that (a) such consolidation, merger,
conveyance, transfer or lease and such supplemental indenture comply with the
terms of this Trust Indenture and (ii) this Trust Indenture, each other
Operative Agreement and the Equipment Notes constitute the valid and legally
binding obligations of such person.
(b) Effect
of Merger.
Upon
any such consolidation or merger of Owner with or into, or the conveyance,
transfer or lease by Owner of all or substantially all of its assets to, any
Person in accordance with this Section 4.07, such Person will succeed to,
and be substituted for, and may exercise every right and power of, Owner under
the Operative Agreements with the same effect as if such person had been named
as “Owner” therein. No such consolidation or merger, or conveyance, transfer or
lease, shall have the effect of releasing Owner or such Person from any of
the
obligations, liabilities, covenants or undertakings of Owner under this Trust
Indenture, the other Operative Agreements and the Policy Provider
Documents.
SECTION
4.08. Indenture Obligations
The
Owner
agrees to perform and observe all of the agreements, covenants and obligations
of the Owner set forth in this Trust Indenture, the Equipment Notes and the
other Operative Agreements (it being understood that this Section 4.08 shall
not
restrict the ability to amend or supplement, or waive compliance with, any
Operative Agreement in accordance with its terms).
SECTION
4.09. Insurance
(a) The
Owner’s Obligation to Insure.
(i) Obligation
to Insure.
The
Owner shall comply with, or cause to be complied with, each of the provisions
of
Annex B, which provisions are hereby incorporated by this reference as if set
forth in full herein.
(ii) Insurance
for Own Account.
Nothing
in this Section 4.09(a) shall limit or prohibit (a) the Owner from
maintaining the policies of insurance required under Annex B with higher limits
than those specified in Annex B, or (b) the Mortgagee or any Additional
Insured from obtaining insurance for its own account (and any proceeds payable
under such separate insurance shall be payable as provided in the policy
relating thereto); provided,
however,
that no
insurance may be obtained or maintained that would limit or otherwise adversely
affect the coverage of any insurance required to be obtained or maintained
by
the Owner pursuant to this Section 4.09(a) and Annex B.
(b) Application
of Insurance Proceeds.
(i) As
between the Owner and the Mortgagee, all insurance proceeds up to the Debt
Balance paid under policies required to be maintained by the Owner pursuant
to
this Trust Indenture as a result of the occurrence of an Event of Loss with
respect to any Pledged Spare Parts involving proceeds in excess of the Threshold
Amount will be paid to the Mortgagee. At any time or from time to time after
the
receipt by the Mortgagee of insurance proceeds, upon submission to the Mortgagee
of an Officer’s Certificate stating that the Owner has after the occurrence of
such Event of Loss purchased additional Qualified Spare Parts that are located
at or have been shipped by vendor(s) to a Designated Location, and stating
the
aggregate purchase price for such additional Qualified Spare Parts, the
Mortgagee shall pay the amount of such purchase price, up to the amount of
such
insurance proceeds not previously disbursed pursuant to this sentence or
otherwise distributed under this Trust Indenture, to the Owner or its
designee.
(ii) All
proceeds of insurance required to be maintained by the Owner in accordance
with
this Trust Indenture in respect of any property damage or loss involving
proceeds of the Threshold Amount or less or not constituting an Event of Loss
with respect to any Pledged Spare Parts and insurance proceeds in excess of
the
Debt Balance shall be paid over to, and retained by, the Owner.
(iii) If
either
the Mortgagee or the Owner receives a payment of such insurance proceeds in
excess of its entitlement pursuant to this Trust Indenture, it shall
promptly
pay such excess to the other.
(c) Application
of Payments During Existence of a Special Default or Event of
Default.
Any
amount described in this Section 4.09 that is payable or creditable to, or
retainable by, the Owner shall not be paid or credited to, or retained by,
the
Owner if at the time such payment, credit or retention would otherwise occur
a
Special Default or Event of Default shall have occurred and be continuing,
but
shall instead be held by or paid over to the Mortgagee as security for the
obligations of the Owner under this Trust Indenture and shall be invested
pursuant to Section 6.06 hereof. At such time as there shall not be
continuing any Special Default or Event of Default, such amount and any gains
thereon shall be paid to the Owner to the extent not previously applied in
accordance with this Trust Indenture.
EVENTS
OF DEFAULT; REMEDIES OF MORTGAGEE
SECTION
5.01. Event of
Default
“Event
of
Default” means any of the following events (whatever the reason for such Event
of Default and whether such event shall be voluntary or involuntary or come
about or be effected by operation of Law or pursuant to or in compliance with
any judgment, decree or order of any court or any order, rule or regulation
of
any administrative or governmental body):
(i) the
failure of the Owner to pay (x) principal of, interest on, Break Amount, if
any,
or Premium, if any, under any Equipment Note when due (including when due in
connection with an Optional Redemption), and such failure shall continue
unremedied for a period of 10 Business Days, or (y) any other amount
payable by it to the Note Holders under this Trust Indenture or the Note
Purchase Agreement when due, and such failure shall continue for a period in
excess of 10 Business Days after Owner has received written notice from
Mortgagee or holder of an Equipment Note of the failure to make such payment
when due;
(ii) Owner
shall fail (x) to comply with Section 3.1 of the Collateral Maintenance
Agreement or (y) to redeem Series G Equipment Notes when required pursuant
to
Section 3.3 of the Collateral Maintenance Agreement;
(iii) Owner
shall fail to observe or perform (or caused to be observed and performed) in
any
material respect any other covenant, agreement or obligation set forth herein,
in the Collateral Maintenance Agreement or in any other Operative Agreement
to
which Owner is a party and such failure shall continue unremedied for a period
of 30 days from and after the date of written notice thereof to Owner from
Mortgagee, unless such failure is capable of being corrected and Owner shall
be
diligently proceeding to correct such failure, in which case there shall be
no
Event of Default unless and until such failure shall continue unremedied for
a
period of 270 days after receipt of such notice;
(iv) any
representation or warranty made by Owner herein, in the Note Purchase Agreement,
in the Collateral Maintenance Agreement or in any other Operative Agreement
to
which Owner is a party (a) shall prove to have been untrue or inaccurate in
any material respect as of the date made, (b) such untrue or inaccurate
representation or warranty is material at the time in question, (c) and the
same shall remain uncured (to the extent of the adverse impact of such
incorrectness on the interest of the Mortgagee) for a period in excess of 30
days from and after the date of written notice thereof from Mortgagee to
Owner;
(v) the
Owner
shall consent to the appointment of or taking possession by a receiver, trustee
or liquidator of itself or of a substantial part of its property, or the Owner
shall admit in writing its inability to pay its debts generally as they come
due
or shall make a general assignment for the benefit of its creditors, or the
Owner shall file a voluntary petition in bankruptcy or a voluntary petition
or
an answer seeking reorganization, liquidation or other relief under any
bankruptcy laws or insolvency laws (as in effect at such time), or an answer
admitting the material allegations of a petition filed against it in any such
case, or the
Owner
shall seek relief by voluntary petition, answer or consent, under the provisions
of any other bankruptcy or similar law providing for the reorganization or
winding-up of corporations (as in effect at such time), or the Owner shall
seek
an agreement, composition, extension or adjustment with its creditors under
such
laws or the Owner’s board of directors shall adopt a resolution authorizing
corporate action in furtherance of any of the foregoing;
(vi) an
order,
judgment or decree shall be entered by any court of competent jurisdiction
appointing, without the consent of the Owner, a receiver, trustee or liquidator
of the Owner or of any substantial part of its property, or any substantial
part
of the property of the Owner shall be sequestered, or granting any other relief
in respect of the Owner as a debtor under any bankruptcy laws or other
insolvency laws (as in effect at such time), and any such order, judgment,
decree, or decree of appointment or sequestration shall remain in force
undismissed, unstayed or unvacated for a period of 90 days after the date of
entry thereof;
(vii) a
petition against the Owner in a proceeding under any bankruptcy laws or other
insolvency laws (as in effect at such time) is filed and not withdrawn or
dismissed within 90 days thereafter, or if, under the provisions of any law
providing for reorganization or winding-up of corporations which may apply
to
the Owner, any court of competent jurisdiction shall assume jurisdiction,
custody or control of the Owner of any substantial part of its property and
such
jurisdiction, custody or control shall remain in force unrelinquished, unstayed
or unterminated for a period of 90 days; or
(viii) the
Owner
shall fail to carry and maintain, or cause to be carried and maintained,
insurance on and in respect of the Pledged Spare Parts in accordance with the
provisions of Section 4.09 and such failure shall continue unremedied for a
period of 30 days;
SECTION
5.02. Remedies
(a) If
an
Event of Default shall have occurred and be continuing and so long as the same
shall continue unremedied, then and in every such case the Mortgagee may
exercise any or all of the rights and powers and pursue any and all of the
remedies pursuant to this Article V and shall have and may exercise all of
the
rights and remedies of a secured party under the Uniform Commercial Code and
may
take possession of all or any part of the properties covered or intended to
be
covered by the Lien created hereby or pursuant hereto and may exclude the Owner
and all persons claiming under it wholly or partly therefrom and may sell the
Collateral as a whole or from time to time in part; provided,
that
the Mortgagee shall give the Owner twenty days’ prior written notice of its
intention to sell any Collateral. Without limiting any of the foregoing, it
is
understood and agreed that the Mortgagee may exercise any right of sale, lease
or other disposition of any Collateral available to it, even though it shall
not
have taken possession of such Collateral and shall not have possession thereof
at the time of such sale, lease or other disposition.
(b) If
an
Event of Default shall have occurred and be continuing, then and in every such
case the Mortgagee may (and shall, upon receipt of a written demand therefor
from a Majority in Interest of Note Holders), at any time, by delivery of
written notice or notices
to
the
Owner, declare all the Equipment Notes to be due and payable, whereupon the
unpaid Original Amount of all Equipment Notes then outstanding, together with
accrued but unpaid interest thereon, Break Amount, if any, with respect thereto,
and other amounts due thereunder or otherwise payable hereunder, shall
immediately become due and payable without presentment, demand, protest or
notice, all of which are hereby waived; provided that if an Event of Default
referred to in clause (v), (vi) or (vii) of Section 5.01 hereof shall have
occurred, then and in every such case the unpaid Original Amount then
outstanding, together with accrued but unpaid interest, Break Amount, if any,
with respect thereto, and all other amounts due hereunder and under the
Equipment Notes shall immediately and without further act become due and payable
without presentment, demand, protest or notice, all of which are hereby
waived.
This
Section 5.02(b), however, is subject to the condition that, if at any time
after
all or any portion of the Original Amount of the Equipment Notes shall have
become so due and payable, and before any judgment or decree for the payment
of
the money so due, or any thereof, shall be entered, all overdue payments of
interest upon the Equipment Notes and all other amounts payable hereunder or
under the Equipment Notes (except the portion of the Original Amount of the
Equipment Notes which by such declaration shall have become payable) shall
have
been duly paid, and every other Default and Event of Default with respect to
any
covenant or provision of this Trust Indenture shall have been cured, then and
in
every such case a Majority in Interest of Note Holders may (but shall not be
obligated to), by written instrument filed with the Mortgagee, rescind and
annul
the Mortgagee’s declaration (or such automatic acceleration) and its
consequences; but no such rescission or annulment shall extend to or affect
any
subsequent Default or Event of Default or impair any right consequent
thereon.
(c) The
Note
Holders shall be entitled, at any sale pursuant to this Section 5.02, to credit
against any purchase price bid at such sale by such holder all or any part
of
the unpaid obligations owing to such Note Holder and secured by the Lien of
this
Trust Indenture (only to the extent that such purchase price would have been
paid to such Note Holder pursuant to Article III hereof if such purchase price
were paid in cash and the foregoing provisions of this subsection (c) were
not
given effect).
(d) In
the
event of any sale of the Collateral, or any part thereof, pursuant to any
judgment or decree of any court or otherwise in connection with the enforcement
of any of the terms of this Trust Indenture, the unpaid Original Amount of
all
Equipment Notes then outstanding, together with accrued interest thereon, Break
Amount, if any, and other amounts due thereunder, shall immediately become
due
and payable without presentment, demand, protest or notice, all of which are
hereby waived.
(e) Notwithstanding
anything contained herein, so long as the Pass Through Trustee under any Pass
Through Trust Agreement (or its designee) is a Note Holder, the Mortgagee will
not be authorized or empowered to acquire title to any Collateral or take any
action with respect to any Collateral so acquired by it if such acquisition
or
action would cause any Trust to fail to qualify as a “grantor trust” for federal
income tax purposes.
SECTION
5.03. Return of Collateral,
Etc.
(a) If
an
Event of Default shall have occurred and be continuing, at the request of the
Mortgagee, the Owner shall assemble the Collateral and make it available to
the
Mortgagee at the Designated Locations and shall promptly execute and deliver
to
the Mortgagee such instruments of title and other documents as the Mortgagee
may
deem necessary or advisable to enable the Mortgagee or an agent or
representative designated by the Mortgagee, at such time or times and place
or
places as the Mortgagee may specify, to obtain possession of all or any part
of
the Collateral to which the Mortgagee shall at the time be entitled hereunder.
If the Owner shall for any reason fail to execute and deliver such instruments
and documents after such request by the Mortgagee, the Mortgagee may (i) obtain
a judgment conferring on the Mortgagee the right to immediate possession and
requiring the Owner to execute and deliver such instruments and documents to
the
Mortgagee, to the entry of which judgment the Owner hereby specifically consents
to the fullest extent permitted by Law, and (ii) pursue all or part of such
Collateral wherever it may be found and may enter any of the premises of Owner
wherever such Collateral may be or are supposed to be and search for such
Collateral and take possession of and remove such Collateral. All expenses
of
obtaining such judgment or of pursuing, searching for and taking such property
shall, until paid, be secured by the Lien of this Trust Indenture.
(b) Upon
every such taking of possession, the Mortgagee may, from time to time, at the
expense of the Collateral, make all such expenditures for maintenance, use,
operation, storage, insurance, leasing, control, management, disposition,
modifications or alterations to and of the Collateral, as it may deem proper.
In
each such case, the Mortgagee shall have the right to maintain, use, operate,
store, insure, lease, control, manage, dispose of, modify or alter the
Collateral and to exercise all rights and powers of the Owner relating to the
Collateral, as the Mortgagee shall deem best, including the right to enter
into
any and all such agreements with respect to the maintenance, use, operation,
storage, insurance, leasing, control, management, disposition, modification
or
alteration of the Collateral or any part thereof as the Mortgagee may determine,
and the Mortgagee shall be entitled to collect and receive directly all rents,
revenues and other proceeds of the Collateral and every part thereof, without
prejudice, however, to the right of the Mortgagee under any provision of this
Trust Indenture to collect and receive all cash held by, or required to be
deposited with, the Mortgagee hereunder. Such rents, revenues and other proceeds
shall be applied to pay the expenses of the maintenance, use, operation,
storage, insurance, leasing, control, management, disposition, improvement,
modification or alteration of the Collateral and of conducting the business
thereof, and to make all payments which the Mortgagee may be required or may
elect to make, if any, for taxes, assessments, insurance or other proper charges
upon the Collateral or any part thereof (including the employment of engineers
and accountants to examine, inspect and make reports upon the properties and
books and records of the Owner), and all other payments which the Mortgagee
may
be required or authorized to make under any provision of this Trust Indenture,
as well as just and reasonable compensation for the services of the Mortgagee,
and of all persons properly engaged and employed by the Mortgagee with respect
hereto.
SECTION
5.04. Remedies
Cumulative
Each
and
every right, power and remedy given to the Mortgagee specifically or otherwise
in this Trust Indenture shall be cumulative and shall be in addition to every
other right, power and remedy herein specifically given or now or hereafter
existing at Law, in equity or by statute, and each and every right, power and
remedy whether specifically herein given or otherwise existing may be exercised
from time to time and as often and in such order as may be deemed expedient
by
the Mortgagee, and the exercise or the beginning of the exercise of any power
or
remedy shall not be construed to be a waiver of the right to exercise at the
same time or thereafter any other right, power or remedy. No delay or omission
by the Mortgagee in the exercise of any right, remedy or power or in the
pursuance of any remedy shall impair any such right, power or remedy or be
construed to be a waiver of any default on the part of the Owner or to be an
acquiescence therein.
SECTION
5.05. Discontinuance of
Proceedings
In
case
the Mortgagee shall have instituted any proceeding to enforce any right, power
or remedy under this Trust Indenture by foreclosure, entry or otherwise, and
such proceedings shall have been discontinued or abandoned for any reason or
shall have been determined adversely to the Mortgagee, then and in every such
case the Owner and the Mortgagee shall, subject to any determination in such
proceedings, be restored to their former positions and rights hereunder with
respect to the Collateral, and all rights, remedies and powers of the Owner
or
the Mortgagee shall continue as if no such proceedings had been
instituted.
SECTION
5.06. Waiver of Past
Defaults
Upon
written instruction from a Majority in Interest of Note Holders, the Mortgagee
shall waive any past Default hereunder and its consequences and upon any such
waiver such Default shall cease to exist and any Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this Trust
Indenture, but no such waiver shall extend to any subsequent or other Default
or
impair any right consequent thereon; provided, that in the absence of written
instructions from all the Note Holders, the Mortgagee shall not waive any
Default (i) in the payment of all or any portion of the Original Amount,
Premium, if any, Break Amount, if any, and interest and other amounts due under
any Equipment Note then outstanding, or (ii) in respect of a covenant or
provision hereof which, under Article X hereof, cannot be modified or amended
without the consent of each Note Holder.
SECTION
5.07. Appointment of
Receiver
The
Mortgagee shall, as a matter of right, be entitled to the appointment of a
receiver (who may be the Mortgagee or any successor or nominee thereof) for
all
or any part of the Collateral, whether such receivership be incidental to a
proposed sale of the Collateral or the taking of possession thereof or
otherwise, and the Owner hereby consents to the appointment of such a receiver
and will not oppose any such appointment. Any receiver appointed for all or
any
part of the Collateral shall be entitled to exercise all the rights and powers
of the Mortgagee with respect to the Collateral.
SECTION
5.08. Mortgagee Authorized to Execute
Bills of Sale, Etc.
The
Owner
irrevocably appoints, while an Event of Default has occurred and is continuing,
the Mortgagee the true and lawful attorney-in-fact of the Owner (which
appointment is coupled with an interest) in its name and stead and on its
behalf, for the purpose of effectuating any sale, assignment, transfer or
delivery for the enforcement of the Lien of this Trust Indenture, whether
pursuant to foreclosure or power of sale, assignments and other instruments
as
may be necessary or appropriate or entering into any agreement described in
Section 5.03(b), with full power of substitution, the Owner hereby ratifying
and
confirming all that such attorney or any substitute shall do by virtue hereof
in
accordance with applicable law. Nevertheless, if so requested by the Mortgagee
or any purchaser, the Owner shall ratify and confirm any such sale, assignment,
transfer or delivery, by executing and delivering to the Mortgagee or such
purchaser all bills of sale, assignments, releases and other proper instruments
to effect such ratification and confirmation as may be designated in any such
request.
SECTION
5.09. Rights of Note Holders to Receive
Payment
Notwithstanding
any other provision of this Trust Indenture, the right of any Note Holder to
receive payment of principal of, and premium, if any, and interest on an
Equipment Note on or after the respective due dates expressed in such Equipment
Note, or to bring suit for the enforcement of any such payment on or after
such
respective dates in accordance with the terms hereof, shall not be impaired
or
affected without the consent of such Note Holder.
DUTIES
OF THE MORTGAGEE
SECTION
6.01. Notice of Event of
Default
If
the
Mortgagee shall have Actual Knowledge of an Event of Default or of a Default
arising from a failure to pay any installment of principal and interest on
any
Equipment Note, the Mortgagee shall give prompt written notice thereof to the
Policy Provider and each Note Holder. Subject to the terms of Sections 5.06,
6.02 and 6.03 hereof, the Mortgagee shall take such action, or refrain from
taking such action, with respect to such Event of Default or Default (including
with respect to the exercise of any rights or remedies hereunder) as the
Mortgagee shall be instructed in writing by a Majority in Interest of Note
Holders. Subject to the provisions of Section 6.03, if the Mortgagee shall
not
have received instructions as above provided within 20 days after mailing notice
of such Event of Default to the Note Holders, the Mortgagee may, subject to
instructions thereafter received pursuant to the preceding provisions of this
Section 6.01, take such action, or refrain from taking such action, but shall
be
under no duty to take or refrain from taking any action, with respect to such
Event of Default or Default as it shall determine advisable in the best
interests of the Note Holders; provided,
however,
that
the Mortgagee may not sell any Pledged Spare Parts without the consent of a
Majority in Interest of Note Holders. For all purposes of this Trust Indenture,
in the absence of Actual Knowledge on the part of the Mortgagee, the Mortgagee
shall not be deemed to have knowledge of a Default or an Event of Default
(except, the failure of Owner to pay any installment of principal or interest
within
one Business Day after the same shall become due, which failure shall constitute
knowledge of a Default) unless notified in writing by the Owner or one or more
Note Holders.
SECTION
6.02. Action Upon Instructions; Certain
Rights and Limitations
Subject
to the terms of Sections 5.02(a), 5.06, 6.01 and 6.03 hereof, upon the written
instructions at any time and from time to time of a Majority in Interest of
Note
Holders, the Mortgagee shall, subject to the terms of this Section 6.02, take
such of the following actions as may be specified in such instructions: (i)
give
such notice or direction or exercise such right, remedy or power hereunder
or
under any other Operative Agreement as shall be specified in such instructions
and (ii) give such notice or direction or exercise such right, remedy or power
hereunder or under any other Operative Agreement with respect to any part of
the
Collateral as shall be specified in such instructions; it being understood
that
without the written instructions of a Majority in Interest of Note Holders,
the
Mortgagee shall not, except as provided in Section 6.01, approve any such
matter as satisfactory to the Mortgagee.
The
Mortgagee will execute and the Owner will file such continuation statements
with
respect to financing statements relating to the security interest created
hereunder in the Collateral as may be specified from time to time in written
instructions of a Majority in Interest of Note Holders (which instructions
shall
be accompanied by the form of such continuation statement so to be filed).
The
Mortgagee will furnish to the Policy Provider and each Note Holder, promptly
upon receipt thereof, duplicates or copies of all reports, notices, requests,
demands, certificates and other instruments furnished to the Mortgagee
hereunder.
SECTION
6.03. Indemnification
The
Mortgagee shall not be required to take any action or refrain from taking any
action under Section 6.01 (other than the first sentence thereof), 6.02 or
Article V hereof unless the Mortgagee shall have been indemnified to its
reasonable satisfaction against any liability, cost or expense (including
counsel fees) which may be incurred in connection therewith pursuant to a
written agreement with one or more Note Holders. The Mortgagee agrees that
it
shall look solely to the Note Holders for the satisfaction of any indemnity
(except expenses for foreclosure of the type referred to in clause “First” of
Section 3.03 hereof) owed to it pursuant to this Section 6.03. The Mortgagee
shall not be under any obligation to take any action under this Trust Indenture
or any other Operative Agreement and nothing herein or therein shall require
the
Mortgagee to expend or risk its own funds or otherwise incur the risk of any
financial liability in the performance of any of its rights or powers if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to
it (the written indemnity of any Note Holder who is a QIB, signed by an
authorized officer thereof, in favor of, delivered to and in form reasonably
satisfactory to the Mortgagee shall be accepted as reasonable assurance of
adequate indemnity). The Mortgagee shall not be required to take any action
under Section 6.01 (other than the first sentence thereof) or 6.02 or Article
V
hereof, nor shall any other provision of this Trust Indenture or any other
Operative Agreement be deemed to impose a duty on the Mortgagee to take any
action, if the Mortgagee shall have been advised by counsel that such action
is
contrary to the terms hereof or is otherwise contrary to Law.
SECTION
6.04. No Duties Except as Specified in
Trust Indenture or Instructions
The
Mortgagee shall not have any duty or obligation to use, operate, store, lease,
control, manage, sell, dispose of or otherwise deal with any part of the
Collateral, or to otherwise take or refrain from taking any action under, or
in
connection with, this Trust Indenture or any part of the Collateral, except
as
expressly provided by the terms of this Trust Indenture or as expressly provided
in written instructions from Note Holders as provided in this Trust Indenture;
and no implied duties or obligations shall be read into this Trust Indenture
against the Mortgagee. The Mortgagee agrees that it will in its individual
capacity and at its own cost and expense (but without any right of indemnity
in
respect of any such cost or expense under Section 8.01 hereof), promptly take
such action as may be necessary duly to discharge all liens and encumbrances
on
any part of the Collateral which result from claims against it in its individual
capacity not related to the administration of the Collateral or any other
transaction pursuant to this Trust Indenture or any document included in the
Collateral.
SECTION
6.05. No Action Except Under Trust
Indenture or Instructions
The
Mortgagee will not use, operate, store, lease, control, manage, sell, dispose
of
or otherwise deal with any part of the Collateral except in accordance with
the
powers granted to, or the authority conferred upon the Mortgagee pursuant to
this Trust Indenture and in accordance with the express terms
hereof.
SECTION
6.06. Investment of Amounts Held by
Mortgagee
Any
amounts held by the Mortgagee pursuant to Section 3.02, 3.03 or 3.07 or pursuant
to any provision of any other Operative Agreement providing for amounts to
be
held by the Mortgagee which are not distributed pursuant to the other provisions
of Article III hereof shall be invested by the Mortgagee from time to time
in
Investment Securities as directed by the Owner so long as the Mortgagee may
acquire the same using its best efforts. All Investment Securities held by
the
Mortgagee pursuant to this Section 6.06 shall either be (a) registered in the
name of, payable to the order of, or specially endorsed to, the Mortgagee,
or
(b) held in an Eligible Account. Unless otherwise expressly provided in this
Trust Indenture, any income realized as a result of any such investment, net
of
the Mortgagee’s reasonable fees and expenses in making such investment, shall be
held and applied by the Mortgagee in the same manner as the principal amount
of
such investment is to be applied and any losses, net of earnings and such
reasonable fees and expenses, shall be charged against the principal amount
invested. The Mortgagee shall not be liable for any loss resulting from any
investment required to be made by it under this Trust Indenture other than
by
reason of its willful misconduct or gross negligence or negligence in the
handling of funds, and any such investment may be sold (without regard to its
maturity) by the Mortgagee without instructions whenever such sale is necessary
to make a distribution required by this Trust Indenture.
THE
MORTGAGEE
SECTION
7.01. Acceptance of Trusts and
Duties
The
Mortgagee accepts the duties hereby created and applicable to it and agrees
to
perform the same but only upon the terms of this Trust Indenture and agrees
to
receive and disburse all monies constituting part of the Collateral in
accordance with the terms hereof. The Mortgagee, in its individual capacity,
shall not be answerable or accountable under any circumstances, except (i)
for
its own willful misconduct or gross negligence (other than for the handling
of
funds, for which the standard of accountability shall be willful misconduct
or
negligence), (ii) as provided in the fourth sentence of Section 2.04(a) hereof
and the last sentence of Section 6.04 hereof, and (iii) from the inaccuracy
of
any representation or warranty of the Mortgagee (in its individual capacity)
in
the Note Purchase Agreement or expressly made hereunder.
SECTION
7.02. Absence of
Duties
Except
in
accordance with written instructions furnished pursuant to Section 6.01 or
6.02
hereof, and except as provided in, and without limiting the generality of,
Sections 6.03, 6.04 and 7.07 hereof the Mortgagee shall have no duty (i) to
see
to any recording or filing of this Trust Indenture or any other document, or
to
see to the maintenance of any such recording or filing, (ii) to see to any
insurance on any Pledged Spare Parts or to effect or maintain any such
insurance, whether or not Owner shall be in default with respect thereto, (iii)
to see to the payment or discharge of any lien or encumbrance of any kind
against any part of the Collateral, (iv) to confirm, verify or inquire into
the
failure to receive any financial statements from Owner, or (v) to inspect the
Collateral at any time or ascertain or inquire as to the performance or
observance of any of Owner’s covenants herein or any Permitted Lessee’s
covenants under any assigned Permitted Lease with respect to any Pledged Spare
Parts.
SECTION
7.03. No Representations or Warranties
as to Pledged Spare Parts or Spare Parts Documents
THE
MORTGAGEE IN ITS INDIVIDUAL OR TRUST CAPACITY DOES NOT MAKE AND SHALL NOT BE
DEEMED TO HAVE MADE AND HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, AIRWORTHINESS, VALUE, COMPLIANCE
WITH SPECIFICATIONS, CONDITION, DESIGN, QUALITY, DURABILITY, OPERATION,
MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF ANY PLEDGED
SPARE
PARTS, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT
DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK
OR
COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT
OR
ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER. The Mortgagee, in its
individual or trust capacities, does not make or shall not be deemed to have
made any representation or warranty as to the validity, legality or
enforceability of this Trust Indenture, the Note Purchase
Agreement,
or the Equipment Notes, or as to the correctness of any statement contained
in
any thereof, except for the representations and warranties of the Mortgagee
in
its individual capacity expressly made in this Trust Indenture or in the Note
Purchase Agreement. The Note Holders make no representation or warranty
hereunder whatsoever.
SECTION
7.04. No Segregation of Monies; No
Interest
Except
as
otherwise provided in Section 3.07 hereof, any monies paid to or retained by
the
Mortgagee pursuant to any provision hereof and not then required to be
distributed to the Note Holders, or the Owner as provided in Article III hereof
need not be segregated in any manner except to the extent required by Law or
Section 6.06 hereof, and may be deposited under such general conditions as
may
be prescribed by Law, and the Mortgagee shall not be liable for any interest
thereon (except that the Mortgagee shall invest all monies held as directed
by
Owner so long as no Event of Default has occurred and is continuing (or in
the
absence of such direction, by the Majority In Interest of Note Holders) in
Investment Securities; provided,
however,
that
any payments received, or applied hereunder, by the Mortgagee shall be accounted
for by the Mortgagee so that any portion thereof paid or applied pursuant hereto
shall be identifiable as to the source thereof.
SECTION
7.05. Reliance; Agreements; Advice of
Counsel
The
Mortgagee shall not incur any liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. The Mortgagee may
accept a copy of a resolution of the Board of Directors (or Executive Committee
thereof) of the Owner, certified by the Secretary or an Assistant Secretary
thereof as duly adopted and in full force and effect, as conclusive evidence
that such resolution has been duly adopted and that the same is in full force
and effect. As to the aggregate unpaid Original Amount of Equipment Notes
outstanding as of any date, the Owner may for all purposes hereof rely on a
certificate signed by any Vice President or other authorized corporate trust
officer of the Mortgagee. As to any fact or matter relating to the Owner the
manner of the ascertainment of which is not specifically described herein,
the
Mortgagee may for all purposes hereof rely on a certificate, signed by a duly
authorized officer of the Owner, as to such fact or matter, and such certificate
shall constitute full protection to the Mortgagee for any action taken or
omitted to be taken by it in good faith in reliance thereon. In the
administration of the trusts hereunder, the Mortgagee may execute any of the
trusts or powers hereof and perform its powers and duties hereunder directly
or
through agents or attorneys and may, at the expense of the Collateral, advise
with counsel, accountants and other skilled persons to be selected and retained
by it, and the Mortgagee shall not be liable for anything done, suffered or
omitted in good faith by it in accordance with the written advice or written
opinion of any such counsel, accountants or other skilled persons.
SECTION
7.06. Compensation
The
Mortgagee shall be entitled to reasonable compensation, including expenses
and
disbursements (including the reasonable fees and expenses of counsel), for
all
services
rendered
hereunder and shall, on and subsequent to an Event of Default hereunder, have
a
priority claim on the Collateral for the payment of such compensation, to the
extent that such compensation shall not be paid by Owner, and shall have the
right, on and subsequent to an Event of Default hereunder, to use or apply
any
monies held by it hereunder in the Collateral toward such payments. The
Mortgagee agrees that it shall have no right against the Note Holders for any
fee as compensation for its services as trustee under this Trust
Indenture.
SECTION
7.07. Instructions from Note
Holders
In
the
administration of the trusts created hereunder, the Mortgagee shall have the
right to seek instructions from a Majority in Interest of Note Holders should
any provision of this Trust Indenture appear to conflict with any other
provision herein or should the Mortgagee’s duties or obligations hereunder be
unclear, and the Mortgagee shall incur no liability in refraining from acting
until it receives such instructions. The Mortgagee shall be fully protected
for
acting in accordance with any instructions received under this Section
7.07.
INDEMNIFICATION
SECTION
8.01. Scope of
Indemnification
The
Mortgagee shall be indemnified by the Owner to the extent and in the manner
provided in Section 8 of the Note Purchase Agreement.
SUCCESSOR
AND SEPARATE TRUSTEES
SECTION
9.01. Resignation of Mortgagee;
Appointment of Successor
(a) The
Mortgagee or any successor thereto may resign at any time without cause by
giving at least 30 days’ prior written notice to the Owner and each Note Holder,
such resignation to be effective upon the acceptance of the trusteeship by
a
successor Mortgagee. In addition, a Majority in Interest of Note Holders may
at
any time (but only with the consent of Owner, which consent shall not be
unreasonably withheld, except that such consent shall not be necessary if an
Event of Default is continuing) remove the Mortgagee without cause by an
instrument in writing delivered to the Owner and the Mortgagee, and the
Mortgagee shall promptly notify each Note Holder thereof in writing, such
removal to be effective upon the acceptance of the trusteeship by a successor
Mortgagee. In the case of the resignation or removal of the Mortgagee, a
Majority in Interest of Note Holders may appoint a successor Mortgagee by an
instrument signed by such holders, which successor, so long as no Event of
Default shall have occurred and be continuing, shall be subject to Owner’s
reasonable approval. If a successor Mortgagee shall not have been appointed
within 30 days after such notice of resignation or removal, the Mortgagee,
the
Owner or any Note Holder may apply to any court of
competent
jurisdiction to appoint a successor Mortgagee to act until such time, if any,
as
a successor shall have been appointed as above provided. The successor Mortgagee
so appointed by such court shall immediately and without further act be
superseded by any successor Mortgagee appointed as above provided.
(b) Any
successor Mortgagee, however appointed, shall execute and deliver to the Owner
and the predecessor Mortgagee an instrument accepting such appointment and
assuming the obligations of the Mortgagee arising from and after the time of
such appointment, and thereupon such successor Mortgagee, without further act,
shall become vested with all the estates, properties, rights, powers and duties
of the predecessor Mortgagee hereunder in the trust hereunder applicable to
it
with like effect as if originally named the Mortgagee herein; but nevertheless
upon the written request of such successor Mortgagee, such predecessor Mortgagee
shall execute and deliver an instrument transferring to such successor
Mortgagee, upon the trusts herein expressed applicable to it, all the estates,
properties, rights and powers of such predecessor Mortgagee, and such
predecessor Mortgagee shall duly assign, transfer, deliver and pay over to
such
successor Mortgagee all monies or other property then held by such predecessor
Mortgagee hereunder.
(c) Any
successor Mortgagee, however appointed, shall be a bank or trust company having
its principal place of business in the Borough of Manhattan, City and State
of
New York; Chicago, Illinois; Hartford, Connecticut; Wilmington, Delaware; or
Boston, Massachusetts and having (or whose obligations under the Operative
Agreements are guaranteed by an affiliated entity having) a combined capital
and
surplus of at least $100,000,000, if there be such an institution willing,
able
and legally qualified to perform the duties of the Mortgagee hereunder upon
reasonable or customary terms.
(d) Any
corporation into which the Mortgagee may be merged or converted or with which
it
may be consolidated, or any corporation resulting from any merger, conversion
or
consolidation to which the Mortgagee shall be a party, or any corporation to
which substantially all the corporate trust business of the Mortgagee may be
transferred, shall, subject to the terms of paragraph (c) of this Section 9.01,
be a successor Mortgagee and the Mortgagee under this Trust Indenture without
further act.
SECTION
9.02. Appointment of Additional and
Separate Trustees
(a) Whenever
(i) the Mortgagee shall deem it necessary or desirable in order to conform
to
any Law of any jurisdiction in which all or any part of the Collateral shall
be
situated or to make any claim or bring any suit with respect to or in connection
with the Collateral, this Trust Indenture, any other Indenture Agreement, the
Equipment Notes or any of the transactions contemplated by the Note Purchase
Agreement, (ii) the Mortgagee shall be advised by counsel satisfactory to it
that it is so necessary or prudent in the interests of the Note Holders (and
the
Mortgagee shall so advise the Owner), or (iii) the Mortgagee shall have been
requested to do so by a Majority in Interest of Note Holders, then in any such
case, the Mortgagee and, upon the written request of the Mortgagee, the Owner,
shall execute and deliver an indenture supplemental hereto and such other
instruments as may from time to time be necessary or advisable either (1) to
constitute one or more bank or trust companies or one or
more
persons approved by the Mortgagee, either to act jointly with the Mortgagee
as
additional trustee or trustees of all or any part of the Collateral, or to
act
as separate trustee or trustees of all or any part of the Collateral, in each
case with such rights, powers, duties and obligations consistent with this
Trust
Indenture as may be provided in such supplemental indenture or other instruments
as the Mortgagee or a Majority in Interest of Note Holders may deem necessary
or
advisable, or (2) to clarify, add to or subtract from the rights, powers, duties
and obligations theretofore granted any such additional or separate trustee,
subject in each case to the remaining provisions of this Section 9.02. If the
Owner shall not have taken any action requested of it under this Section 9.02(a)
that is permitted or required by its terms within 15 days after the receipt
of a
written request from the Mortgagee so to do, or if an Event of Default shall
have occurred and be continuing, the Mortgagee may act under the foregoing
provisions of this Section 9.02(a) without the concurrence of the Owner, and
the
Owner hereby irrevocably appoints (which appointment is coupled with an
interest) the Mortgagee, its agent and attorney-in-fact to act for it under
the
foregoing provisions of this Section 9.02(a) in either of such contingencies.
The Mortgagee may, in such capacity, execute, deliver and perform any such
supplemental indenture, or any such instrument, as may be required for the
appointment of any such additional or separate trustee or for the clarification
of, addition to or subtraction from the rights, powers, duties or obligations
theretofore granted to any such additional or separate trustee. In case any
additional or separate trustee appointed under this Section 9.02(a) shall die,
become incapable of acting, resign or be moved, all the assets, property,
rights, powers, trusts, duties and obligations of such additional or separate
trustee shall revert to the Mortgagee until a successor additional or separate
trustee is appointed as provided in this Section 9.02(a).
(b) No
additional or separate trustee shall be entitled to exercise any of the rights,
powers, duties and obligations conferred upon the Mortgagee in respect of the
custody, investment and payment of monies and all monies received by any such
additional or separate trustee from or constituting part of the Collateral
or
otherwise payable under any Operative Agreement to the Mortgagee shall be
promptly paid over by it to the Mortgagee. All other rights, powers, duties
and
obligations conferred or imposed upon any additional or separate trustee shall
be exercised or performed by the Mortgagee and such additional or separate
trustee jointly except to the extent that applicable Law of any jurisdiction
in
which any particular act is to be performed renders the Mortgagee incompetent
or
unqualified to perform such act, in which event such rights, powers, duties
and
obligations (including the holding of title to all or part of the Collateral
in
any such jurisdiction) shall be exercised and performed by such additional
or
separate trustee. No additional or separate trustee shall take any discretionary
action except on the instructions of the Mortgagee or a Majority in Interest
of
Note Holders. No trustee hereunder shall be personally liable by reason of
any
act or omission of any other trustee hereunder, except that the Mortgagee shall
be liable for the consequences of its lack of reasonable care in selecting,
and
the Mortgagee’s own actions in acting with, any additional or separate trustee.
Each additional or separate trustee appointed pursuant to this Section 9.02
shall be subject to, and shall have the benefit of Articles V through IX and
Article XI hereof insofar as they apply to the Mortgagee. The powers of any
additional or separate trustee appointed pursuant to this Section 9.02 shall
not
in any case exceed those of the Mortgagee hereunder.
(c) If
at any
time the Mortgagee shall deem it no longer necessary or in order to conform
to
any such Law or take any such action or shall be advised by such counsel
that
it
is no longer so necessary or desirable in the interest of the Note Holders,
or
in the event that the Mortgagee shall have been requested to do so in writing
by
a Majority in Interest of Note Holders, the Mortgagee and, upon the written
request of the Mortgagee, the Owner, shall execute and deliver an indenture
supplemental hereto and all other instruments and agreements necessary or proper
to remove any additional or separate trustee. The Mortgagee may act on behalf
of
the Owner under this Section 9.02(c) when and to the extent it could so act
under Section 9.02(a) hereof.
SUPPLEMENTS
AND AMENDMENTS TO THIS TRUST INDENTURE
AND
OTHER DOCUMENTS
SECTION
10.01. Instructions of Majority;
Limitations
(a) The
Mortgagee agrees with the Note Holders that it shall not enter into any
amendment, waiver or modification of, supplement or consent to this Trust
Indenture, or any other Operative Agreement to which it is a party, unless
such
supplement, amendment, waiver, modification or consent is consented to in
writing by a Majority in Interest of Note Holders, but upon the written request
of a Majority in Interest of Note Holders, the Mortgagee shall from time to
time
enter into any such supplement or amendment, or execute and deliver any such
waiver, modification or consent, as may be specified in such request and as
may
be (in the case of any such amendment, supplement or modification), to the
extent such agreement is required, agreed to by the Owner; provided,
however,
that
(1) without the consent of each holder of an affected Equipment Note then
outstanding, the Policy Provider and the Liquidity Providers, no such amendment,
waiver or modification of the terms of, or consent under, any thereof, shall
(i)
modify any of the provisions of this Section 10.01, or of Article II or III
or
Section 5.01, 5.02(c), 5.02(d), or 6.02 hereof, the definitions of “Event of
Default,” “Special Default,” “Default,” “Majority in Interest of Note Holders,”
“Break Amount,” “Premium” or “Note Holder,” or the percentage of Note Holders
required to take or approve any action hereunder, (ii) reduce the amount, or
change the time of payment or method of calculation of any amount, of Original
Amount, Break Amount, if any, Premium, if any, or interest with respect to
any
Equipment Note, (iii) reduce, modify or amend any indemnities in favor of the
Mortgagee or the Note Holders (except that the Mortgagee may consent to any
waiver or reduction of an indemnity payable to it), or the other Indenture
Indemnitees or (iv) permit the creation of any Lien on the Collateral or any
part thereof other than Permitted Liens or deprive any Note Holder of the
benefit of the Lien of this Trust Indenture on the Collateral, except as
provided in connection with the exercise of remedies under Article V hereof;
and
(2) notwithstanding the foregoing, upon the written request of the Required
Subordinated Holders, the Mortgagee shall from time to time enter into an
amendment, supplement or waiver of the Subordinated Security Provisions
contained in the Collateral Maintenance Agreement as may be agreed by the Owner.
Notwithstanding the foregoing, without the consent of the affected Liquidity
Provider or Policy Provider neither the Owner nor the Mortgagee shall enter
into
any amendment, waiver or modification of, supplement or consent to this Trust
Indenture or the other Operative Agreements
which
shall reduce, modify or amend any indemnities in favor of or other amounts
payable to such Liquidity Provider or Policy Provider.
(b) The
Owner
and the Mortgagee may enter into one or more agreements supplemental hereto
without the consent of any Note Holder for any of the following purposes: (i)
(a) to cure any defect or inconsistency herein or in the Equipment Notes, or
to
make any change not inconsistent with the provisions hereof (provided
that
such change does not adversely affect the interests of any Note Holder in its
capacity solely as Note Holder) or (b) to cure any ambiguity or correct any
mistake; (ii) to evidence the succession of another party as the Owner in
accordance with the terms hereof or to evidence the succession of a new trustee
hereunder pursuant hereto, the removal of the trustee hereunder or the
appointment of any co-trustee or co-trustees or any separate or additional
trustee or trustees; (iii) to convey, transfer, assign, mortgage or pledge
any
property to or with the Mortgagee or to make any other provisions with respect
to matters or questions arising hereunder so long as such action shall not
adversely affect the interests of the Note Holders in its capacity solely as
Note Holder; (iv) to correct or amplify the description of any property at
any
time subject to the Lien of this Trust Indenture or better to assure, convey
and
confirm unto the Mortgagee any property subject or required to be subject to
the
Lien of this Trust Indenture; (v) to add any location as a Designated Location;
(vi) to add to the covenants of the Owner for the benefit of the Note
Holders, or to surrender any rights or power herein conferred upon the Owner;
(vii) to add to the rights of the Note Holders; and (viii) to include on
the Equipment Notes any legend as may be required by Law.
SECTION
10.02. Mortgagee
Protected
If,
in
the opinion of the institution acting as Mortgagee hereunder, any document
required to be executed by it pursuant to the terms of Section 10.01 hereof
affects any right, duty, immunity or indemnity with respect to such institution
under this Trust Indenture, such institution may in its discretion decline
to
execute such document.
SECTION
10.03. Documents Mailed to Note
Holders
Promptly
after the execution by the Owner or the Mortgagee of any document entered into
pursuant to Section 10.01 hereof, the Mortgagee shall mail, by first class
mail,
postage prepaid, a copy thereof to Owner (if not a party thereto), to the Policy
Provider and to each Note Holder at its address last set forth in the Equipment
Note Register, but the failure of the Mortgagee to mail such copies shall not
impair or affect the validity of such document.
SECTION
10.04. No Request Necessary for Trust
Indenture Supplement
No
written request or consent of the Note Holders pursuant to Section 10.01 hereof
shall be required to enable the Mortgagee to execute and deliver a Trust
Indenture Supplement specifically required by the terms hereof.
MISCELLANEOUS
SECTION
11.01. Termination of Trust
Indenture
Upon
(or
at any time after) payment in full of the Original Amount of, Premium, if any,
Break Amount, if any, and interest on and all other amounts due under all
Equipment Notes and provided that there shall then be no other Secured
Obligations due to the Indenture Indemnitees, the Note Holders and the Mortgagee
hereunder or under the Note Purchase Agreement, the Collateral Maintenance
Agreement or other Operative Agreement, the Owner shall direct the Mortgagee
to
execute and deliver to or as directed in writing by the Owner an appropriate
instrument releasing the Pledged Spare Parts and all other Collateral from
the
Lien of the Trust Indenture and the Mortgagee shall execute and deliver such
instrument as aforesaid; provided,
however,
that
this Trust Indenture and the trusts created hereby shall earlier terminate
and
this Trust Indenture shall be of no further force or effect upon any sale or
other final disposition by the Mortgagee of all property constituting part
of
the Collateral and the final distribution by the Mortgagee of all monies or
other property or proceeds constituting part of the Collateral in accordance
with the terms hereof. Except as aforesaid otherwise provided, this Trust
Indenture and the trusts created hereby shall continue in full force and effect
in accordance with the terms hereof.
SECTION
11.02. No Legal Title to Collateral in
Note Holders
No
holder
of an Equipment Note shall have legal title to any part of the Collateral.
No
transfer, by operation of law or otherwise, of any Equipment Note or other
right, title and interest of any Note Holder in and to the Collateral or
hereunder shall operate to terminate this Trust Indenture or entitle such holder
or any successor or transferee of such holder to an accounting or to the
transfer to it of any legal title to any part of the Collateral.
SECTION
11.03. Sale of Collateral by Mortgagee
Is Binding
Any
sale
or other conveyance of the Collateral, or any part thereof (including any part
thereof or interest therein), by the Mortgagee made pursuant to the terms of
this Trust Indenture shall bind the Note Holders and shall be effective to
transfer or convey all right, title and interest of the Mortgagee, the Owner
and
such holders in and to such Collateral or part thereof. No purchaser or other
grantee shall be required to inquire as to the authorization, necessity,
expediency or regularity of such sale or conveyance or as to the application
of
any sale or other proceeds with respect thereto by the Mortgagee.
SECTION
11.04. Trust Indenture for Benefit of
Owner, Mortgagee, Note Holders and the other Indenture
Indemnitees
Nothing
in this Trust Indenture, whether express or implied, shall be construed to
give
any person other than the Owner, the Mortgagee, the Note Holders and the other
Indenture Indemnitees, any legal or equitable right, remedy or claim under
or in
respect of this Trust Indenture.
SECTION
11.05. Notices
Unless
otherwise expressly specified or permitted by the terms hereof, all notices,
requests, demands, authorizations, directions, consents, waivers or documents
provided or permitted by this Trust Indenture to be made, given, furnished
or
filed shall be in writing, personally delivered or mailed by certified mail,
postage prepaid, or by facsimile or confirmed telex, and (i) if to the Owner,
addressed to it at 0000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000, Attention:
Treasurer, facsimile number (000) 000-0000, (ii) if to Mortgagee, addressed
to
it at its office at Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxx 00000, Attention: Corporate Trust Administration, facsimile number
(000) 000-0000, (iii) if to any Note Holder or any Indenture Indemnitee,
addressed to such party at such address as such party shall have furnished
by
notice to the Owner and the Mortgagee, or, until an address is so furnished,
addressed to the address of such party (if any) set forth on Schedule 1 to
the Note Purchase Agreement or in the Equipment Note Register. Whenever any
notice in writing is required to be given by the Owner or the Mortgagee or
any
Note Holder to any of the other of them, such notice shall be deemed given
and
such requirement satisfied when such notice is received, or if such notice
is
mailed by certified mail, postage prepaid, three Business Days after being
mailed, addressed as provided above. Any party hereto may change the address
to
which notices to such party will be sent by giving notice of such change to
the
other parties to this Trust Indenture.
SECTION
11.06. Severability
Any
provision of this Trust Indenture which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof. Any such prohibition or unenforceability in any particular
jurisdiction shall not invalidate or render unenforceable such provision in
any
other jurisdiction.
SECTION
11.07. No Oral Modification or
Continuing Waivers
No
term
or provision of this Trust Indenture or the Equipment Notes may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the Owner and the Mortgagee, in compliance with Section 10.01 hereof.
Any waiver of the terms hereof or of any Equipment Note shall be effective
only
in the specific instance and for the specific purpose given.
SECTION
11.08. Successors and
Assigns
All
covenants and agreements contained herein shall be binding upon, and inure
to
the benefit of, each of the parties hereto and the permitted successors and
assigns of each, all as herein provided. Any request, notice, direction,
consent, waiver or other instrument or action by any Note Holder shall bind
the
successors and assigns of such holder. Each Note Holder by its acceptance of
an
Equipment Note agrees to be bound by this Trust Indenture and all provisions
of
the Operative Agreements applicable to a Note Holder.
SECTION
11.09. Headings
The
headings of the various Articles and sections herein and in the table of
contents hereto are for convenience of reference only and shall not define
or
limit any of the terms or provisions hereof.
SECTION
11.10. Normal Commercial
Relations
Anything
contained in this Trust Indenture to the contrary notwithstanding, Mortgagee
may
conduct any banking or other financial transactions, and have banking or other
commercial relationships, with Owner, fully to the same extent as if this Trust
Indenture were not in effect, including without limitation the making of loans
or other extensions of credit to Owner for any purpose whatsoever, whether
related to any of the transactions contemplated hereby or
otherwise.
SECTION
11.11. Governing Law; Counterpart
Form
THIS
TRUST INDENTURE 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. THIS TRUST INDENTURE IS BEING DELIVERED
IN THE STATE OF NEW YORK. This Trust Indenture may be executed by the parties
hereto in separate counterparts (or upon separate signature pages bound together
into one or more counterparts), each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.
SECTION
11.12. Voting By Note
Holders
All
votes
of the Note Holders shall be governed by a vote of a Majority in Interest of
Note Holders, except as otherwise provided herein.
SECTION
11.13. Bankruptcy
It
is the
intention of the parties that the Mortgagee shall be entitled to the benefits
of
Section 1110 with respect to the right to take possession of the Pledged Spare
Parts and to enforce any of its other rights or remedies as provided herein
in
the event of a case under Chapter 11 of the Bankruptcy Code in which Owner
is a
debtor, and in any instance where more than one construction is possible of
the
terms and conditions hereof or any other pertinent Operative Agreement, each
such party agrees that a construction which would preserve such benefits shall
control over any construction which would not preserve such
benefits.
SECTION
11.14. Agreement as to Fair Market
Value
The
Owner
and the Mortgagee acknowledge that the use of Fair Market Value herein or in
the
other Operative Agreements is strictly and solely for convenience in
establishing the amount of Collateral and any substitutions therefor under
the
Operative Agreements. Accordingly, the Fair Market Value of any Collateral
subjected to the Lien of a Collateral
Agreement
is not an indication of and shall not be deemed an agreement by the parties
as
the basis for valuation of such Collateral for purposes of determining the
value
of the Mortgagee’s secured claim against the Owner, adequate protection of the
Mortgagee’s interest in the Collateral or for any other purpose in any
bankruptcy, receivership or insolvency proceeding involving the Owner or any
remedial action brought by the Mortgagee or Collateral Agent except to the
extent such valuations are mandated by applicable law, or any court with
jurisdiction over such proceedings, in either case without regard to the use
of
the concept of Fair Market Value by the parties hereto.
IN
WITNESS WHEREOF, the parties hereto have caused this Trust Indenture and
Mortgage to be duly executed by their respective officers thereof duly
authorized as of the day and year first above written.
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CONTINENTAL
AIRLINES, INC.
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Name: |
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| Title: | ||
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WILMINGTON
TRUST COMPANY, as Mortgagee
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| By: | ||
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Name: |
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| Title: | ||
DEFINITIONS
GENERAL
PROVISIONS
(a) In
each
Operative Agreement, unless otherwise expressly provided, a reference
to:
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(i)
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each
of “Owner,” “Mortgagee,” “Note Holder” or any other person includes,
without prejudice to the provisions of any Operative Agreement, any
successor in interest to it and any permitted transferee, permitted
purchaser or permitted assignee of
it;
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(ii)
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words
importing the plural include the singular and words importing the
singular
include the plural;
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(iii)
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any
agreement, instrument or document, or any annex, schedule or exhibit
thereto, or any other part thereof, includes, without prejudice to
the
provisions of any Operative Agreement, that agreement, instrument
or
document, or annex, schedule or exhibit, or part, respectively, as
amended, modified or supplemented from time to time in accordance
with its
terms and in accordance with the Operative Agreements, and any agreement,
instrument or document entered into in substitution or replacement
therefor;
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(iv)
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any
provision of any Law includes any such provision as amended, modified,
supplemented, substituted, reissued or reenacted prior to the Closing
Date, and thereafter from time to
time;
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(v)
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the
words “Agreement,” “this Agreement,” “hereby,” “herein,” “hereto,”
“hereof” and “hereunder” and words of similar import when used in any
Operative Agreement refer to such Operative Agreement as a whole
and not
to any particular provision of such Operative
Agreement;
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(vi)
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the
words “including,” “including, without limitation,” “including, but not
limited to,” and terms or phrases of similar import when used in any
Operative Agreement, with respect to any matter or thing, mean including,
without limitation, such matter or thing; and
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(vii)
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a
“Section,” an “Exhibit,” an “Annex” or a “Schedule” in any Operative
Agreement, or in any annex thereto, is a reference to a section of,
or an
exhibit, an annex or a schedule to, such Operative Agreement or such
annex, respectively.
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(b) Each
exhibit, annex and schedule to each Operative Agreement is incorporated in,
and
shall be deemed to be a part of, such Operative Agreement.
(c) Unless
otherwise defined or specified in any Operative Agreement, all accounting terms
therein shall be construed and all accounting determinations thereunder shall
be
made in accordance with GAAP.
(d) Headings
used in any Operative Agreement are for convenience only and shall not in any
way affect the construction of, or be taken into consideration in interpreting,
such Operative Agreement.
(e) For
purposes of each Operative Agreement, the occurrence and continuance of a
Default or Event of Default referred to in Section 5.01(v),(vi) or (vii)
shall not be deemed to prohibit the Owner from taking any action or exercising
any right that is conditioned on no Special Default, Default or Event of Default
having occurred and be continuing if such Special Default, Default or Event
of
Default consists of the institution of reorganization proceedings with respect
to Owner under Chapter 11 of the Bankruptcy Code and the trustee or
debtor-in-possession in such proceedings shall have agreed to perform its
obligations under the Trust Indenture with the approval of the applicable court
and thereafter shall have continued to perform such obligations in accordance
with Section 1110.
DEFINED
TERMS
“Above-Cap
Liquidity Agreement”
means
the ISDA Master Agreement, the Schedule to such ISDA Master Agreement and the
Class G Above-Cap Liquidity Confirmation that supplements such ISDA Master
Agreement, each dated as of the Issuance Date and between the Above-Cap
Liquidity Provider and the Subordination Agent, on behalf of the Class G
Pass Through Trustee, provided
that,
for purposes of any obligation of Owner, no amendment, modification or
supplement to, or substitution or replacement of, any such instrument shall
be
effective unless consented to by Owner.
“Above-Cap
Liquidity Provider”
means
Xxxxxx Xxxxxxx Capital Services Inc., as Above-Cap Liquidity Provider under
the
Above-Cap Liquidity Agreement.
“Act”
means
part A of subtitle VII of title 49, United States Code.
“Actual
Knowledge”
means
(a) as it applies to Mortgagee, actual knowledge of a responsible officer in
the
Corporate Trust Office, and (b) as it applies to Owner, actual knowledge of
a
Vice President or more senior officer of Owner or any other officer of Owner
having responsibility for the transactions contemplated by the Operative
Agreements; provided
that
each of Owner and Mortgagee shall be deemed to have “Actual Knowledge” of any
matter as to which it has received notice from Owner, any Note Holder or
Mortgagee, such notice having been given pursuant to Section 11.05 of the Trust
Indenture.
“Additional
Insureds”
is
defined in paragraph (i) of Section C to Annex B of the Trust
Indenture.
“Additional
Parts”
is
defined in Section 3.1(a)(i) of the Collateral Maintenance
Agreement.
“Affiliate”
means,
with respect to any person, any other person directly or indirectly controlling,
controlled by or under common control with such person. For purposes of this
definition, “control” means the power, directly or indirectly, to direct or
cause the direction of the management and policies of such person, whether
through the ownership of voting securities or by contract or otherwise and
“controlling,” “controlled by” and “under common control with” have correlative
meanings.
“Aircraft”
means
any contrivance invented, used, or designed to navigate, or fly in, the
air.
“Annual
Methodology”
means,
in determining an opinion as to the Fair Market Value of the Collateral, taking
at least the following actions: (i) reviewing the Parts Inventory Report
prepared as of the applicable Valuation Date; (ii) reviewing the Independent
Appraiser’s internal value database for values applicable to Qualified Spare
Parts included in the Collateral; (iii) developing a representative sampling
of
a reasonable number of the different Qualified Spare Parts included in
Collateral for which a market check will be conducted; (iv) checking other
sources, such as manufacturers, other airlines, U.S. government procurement
data
and airline parts pooling price lists, for current market prices of the sample
parts referred to in clause (iii); (v) establishing an assumed ratio of
Serviceable Parts to Unserviceable Parts as of the applicable Valuation Date
based upon information provided by the Owner and the Independent Appraiser’s
limited physical review of the Collateral referred to in the following clause
(vi); (vi) visiting at least two locations selected by the Independent
Appraiser where the Pledged Spare Parts are kept by the Owner (neither of which
was visited for purposes of the last appraisal under Section 2.1 or 2.2 of
the
Collateral Maintenance Agreement, whichever was most recent), provided
that at
least one such location shall be one of the top three locations at which the
Owner keeps the largest number of Pledged Spare Parts, to conduct a limited
physical inspection of the Collateral; (vii) conducting a limited review of
the inventory reporting system applicable to the Pledged Spare Parts, including
checking information reported in such system against information determined
through physical inspection pursuant to the preceding clause (vi); and
(viii) reviewing a sampling of the Spare Parts Documents (including
tear-down reports).
“Annual
Valuation Date”
is
defined in Section 2.1 of the Collateral Maintenance
Agreement.
“Appliance”
means
an instrument,
equipment, apparatus, a part, an appurtenance, or an accessory used, capable
of
being used, or intended to be used, in operating or controlling Aircraft in
flight, including a parachute, communication equipment, and another mechanism
installed in or attached to Aircraft during flight, and not a part of an
Aircraft, Engine, or Propeller.
“Applicable
Margin”
means
0.350%, in the case of the Series G Equipment Notes and 3.125%, in the case
of the Series B Equipment Notes.
“Applicable
Period”
is
defined in Section 3.2
of
the Collateral Maintenance Agreement.
“Appraisal
Compliance Report”
means,
as of any date, a report providing information relating to the calculation
of
the Collateral Ratio, the Subordinated Collateral Ratio and the Rotable Ratio,
which shall be substantially in the form of Appendix I to the Collateral
Maintenance Agreement.
“Appraised
Value”
means,
with respect to any Collateral, the Fair Market Value of such Collateral as
most
recently determined pursuant to (i) the report attached as Appendix II to the
Prospectus Supplement or (ii) Article 2 and, if applicable,
Section 3.1 of the Collateral Maintenance Agreement.
“Bankruptcy
Code”
means
the United States Bankruptcy Code, 11 U.S.C. Sections 101 et
seq.
“Basic
Pass Through Trust Agreement”
means
the Pass Through Trust Agreement, dated September 25, 1997, between Owner and
Pass Through Trustee, but does not include any Trust Supplement.
“Beneficial
Owner”
when
used in relation to an Equipment Note means a Person that, by reason of direct
ownership, contract, share ownership or otherwise, has the right to receive
or
participate in receiving, directly or indirectly, payments of principal,
interest or Premium in respect of such Equipment Note; provided
that a
Person shall not be deemed to be a Beneficial Owner of an Equipment Note solely
because another Person in which such a Person owns common stock or other equity
securities is a registered holder or Beneficial Owner of such Equipment Note
unless such Person is an Affiliate of such other Person.
“Break
Amount”
means,
as of any date of payment, redemption or acceleration of any Equipment Note
(the
“Applicable
Date”),
an
amount determined by the Reference Agent on the date that is two Business Days
prior to the Applicable Date pursuant to the formula set forth below;
provided,
however,
that no
Break Amount will be payable (x) if the Break Amount, as calculated
pursuant to the formula set forth below, is equal to or less than zero or
(y) on or in respect of any Applicable Date that is a Payment Date (or, if
such Payment Date is not a Business Day, the next succeeding Business
Day).
Break
Amount = Z-Y
Where:
|
X
|
=
|
with
respect to any applicable Interest Period, the sum of (i) the amount
of the outstanding principal amount of such Equipment Note as of
the first
day of the then applicable Interest Period plus (ii) interest payable
thereon during such entire Interest Period at then effective
LIBOR.
|
|
Y
|
=
|
X,
discounted to present value from the last day of the then applicable
Interest Period to the Applicable Date, using then effective LIBOR
as the
discount rate.
|
|
Z
|
=
|
X,
discounted to present value from the last day of the then applicable
Interest Period to the Applicable Date, using a rate equal to the
applicable London interbank offered rate for a period commencing
on the
Applicable Date and ending on the last day of the then applicable
Interest
Period, determined by the Reference Agent as of two Business Days
prior to
the Applicable Date as the discount
rate.
|
“Business
Day”
means
any day (i) other than a Saturday, Sunday or other day on which commercial
banks
are authorized or required by law to close in New York, New York, Houston,
Texas, or Wilmington, Delaware and (ii) which is also a day for trading by
and
between banks in the London interbank Eurodollar market.
“Capped
Interest Rate”
means
a
rate per annum equal to 10.35%.
“Cash
Collateral”
means
cash and/or Investment Securities deposited or to be deposited with the
Securities Intermediary in accordance with the provisions of Section 3.07 of
the
Trust Indenture.
“Certificate
Owner”
is
defined in the Pass Through Trust Agreements.
“Citizen
of the United States”
is
defined in 49 U.S.C. § 40102(a)(15).
“Class B
Pass Through Trust”
means
the Continental Airlines Pass Through Trust 2006-1B.
“Class G
Pass Through Trust”
means
the Continental Airlines Pass Through Trust 2006-1G.
“Closing”
means
the closing of the transactions contemplated by the Note Purchase
Agreement.
“Closing
Date”
means
the date on which the Closing occurs.
“Code”
means
the Internal Revenue Code of 1986, as amended; provided that, when used in
relation to a Plan, “Code” shall mean the Internal Revenue Code of 1986 and any
regulations and rulings issued thereunder, all as amended and in effect from
time to time.
“Collateral”
is
defined in the Granting Clause of the Trust Indenture.
“Collateral
Agent”
means
the Mortgagee and each other Person acting as agent on behalf of the Note
Holders under any other Collateral Agreement.
“Collateral
Agreement”
means
the Trust Indenture and any other agreement under which a security interest
has
been granted pursuant to Section 3.1(a)(ii) of the Collateral Maintenance
Agreement.
“Collateral
Maintenance Agreement”
means
the Collateral Maintenance Agreement, dated as of the Issuance Date, among
the
Owner, the Mortgagee and the Policy Provider.
“Collateral
Ratio”
shall
mean a percentage determined by dividing (i) the aggregate outstanding Original
Amount of all Series G Equipment Notes minus the sum of the Cash Collateral
held
by the Securities Intermediary by (ii) the Fair Market Value of all Collateral
(excluding any Cash Collateral), as set forth in the most recent Independent
Appraiser’s Certificate delivered by the Owner pursuant to Article 2 of the
Collateral Maintenance Agreement, as supplemented pursuant to Section 3.1
of the Collateral Maintenance Agreement, if applicable.
“Continental
Cash Balance”
means
the sum of (a) the amount of cash and cash equivalents that would have been
shown on the balance sheet of Continental and its consolidated subsidiaries
prepared in accordance with GAAP as of any Valuation Date, plus (b) the amount
of marketable securities that would have been reflected on such balance sheet
which had, as of such Valuation Date, a maturity of less than one year and
which, but for their maturity, would have qualified to be reflected on such
balance sheet as cash equivalents.
“Controlling
Party”
is
defined in the Intercreditor Agreement.
“Corporate
Trust Office”
means
the principal office of Mortgagee located at Mortgagee’s address for notices
under the Note Purchase Agreement or such other office at which Mortgagee’s
corporate trust business shall be administered which Mortgagee shall have
specified by notice in writing to Owner and each Note Holder.
“Debt
Balance”
means
110% of the outstanding Original Amount of the Equipment Notes.
“Debt
Rate”
means
(i) for purposes of interest on the Equipment Notes, in the case of the
first Interest Period, the Initial Period Debt Rate (as defined in
Schedule 2 to the Note Purchase Agreement) and, in the case of any
subsequent Interest Period, a rate per annum of LIBOR for such Interest Period,
as determined pursuant to the Reference Agency Agreement, plus the Applicable
Margin, provided
that, if
a Payment Default has occurred and is continuing on any Payment Date, the Debt
Rate on the Series G Equipment Notes for the Interest Period commencing on
such
Payment Date shall not exceed the Capped Interest Rate, and
(ii) for any other purpose, with respect to any period, the weighted
average interest rate per annum during such period borne by the outstanding
Equipment Notes, excluding any interest payable at the Payment Due
Rate.
“Default”
means
any event or condition that with the giving of notice or the lapse of time
or
both would become an Event of Default.
“Designated
Locations”
means
the locations in the U.S. designated from time to time by the Owner at which
the
Pledged Spare Parts may be maintained by or on behalf of the Owner, which
initially shall be the locations set forth on Schedule I to the Trust Indenture
and shall include the additional locations designated by the Owner pursuant
to
Section 4.04(b) of the Trust Indenture.
“Dollars,”
“United
States Dollars”
or
“$”
means
the lawful currency of the United States.
“DOT”
means
the Department of Transportation of the United States or any Government Entity
succeeding to the functions of such Department of Transportation.
“Eligible
Account”
means
an account established by and with an Eligible Institution at the request of
the
Mortgagee, which institution agrees, for all purposes of the New York UCC
including Article 8 thereof, that (a) such account shall be a “securities
account” (as defined in Section 8-501 of the New York UCC), (b) such institution
is a “securities intermediary” (as defined in Section 8-102(a)(14) of the New
York UCC), (c) all property (other than cash) credited to such account shall
be
treated as a “financial asset” (as defined in Section 8-102(9) of the New York
UCC), (d) the Mortgagee shall be the “entitlement holder” (as defined in Section
8-102(7) of the New York UCC) in respect of such account, (e) it will comply
with all entitlement orders issued by the Mortgagee to the exclusion of the
Owner, (f) it will waive or subordinate in favor of the Mortgagee all claims
(including without limitation, claims by way of security interest, lien or
right
of set-off or right of recoupment), and (g) the “securities intermediary
jurisdiction” (under Section 8-110(e) of the New York UCC) shall be the State of
New York.
“Eligible
Institution”
means
the corporate trust department of (a) Wilmington Trust Company, acting solely
in
its capacity as a “securities intermediary” (as defined in Section 8-102(a)(14)
of the UCC), or (b) a depository institution organized under the laws of the
United States of America or any one of the states thereof or the District of
Columbia (or any U.S. branch of a foreign bank), which has a long-term unsecured
debt rating from Moody’s and Standard & Poor’s of at least A-3 or its
equivalent.
“Engine”
means
an engine used, or intended to be used, to propel an Aircraft, including a
part,
appurtenance, and accessory of the Engine, except a Propeller.
“Equipment
Note Register”
is
defined in Section 2.07 of the Trust Indenture.
“Equipment
Notes”
means
and includes any equipment notes issued under the Trust Indenture in the form
specified in Section 2.01 thereof (as such form may be varied pursuant to the
terms of the Trust Indenture) and any Equipment Note issued under the Trust
Indenture in exchange for or replacement of any Equipment Note.
“ERISA”
means
the Employee Retirement Income Security Act of 1974, and any regulations and
rulings issued thereunder all as amended and in effect from time to
time.
“Event
of Default”
is
defined in Section 5.01 of the Trust Indenture.
“Event
of Loss”
means
(i) the loss of any of the Pledged Spare Parts or of the use thereof due to
destruction, damage beyond economic repair or rendition of any of the Pledged
Spare Parts permanently unfit for normal use by Owner for any reason whatsoever
(other than the use of Expendables in the Owner’s operations); (ii) any damage
to any of the Pledged Spare Parts which results in the receipt of insurance
proceeds with respect to such Pledged Spare Parts on the basis of an actual
or
constructive loss; (iii) the loss of possession of any of the Pledged Spare
Parts by the Owner for ninety (90) consecutive days (or, if earlier, the date
on
which the Owner has confirmed to the Mortgagee in writing that the Owner cannot
recover such Pledged Spare Parts) as a result of the theft or disappearance
of
such Pledged Spare Parts; or (iv) any seizure, condemnation, confiscation,
taking or requisition (including loss of title) of any of the Pledged Spare
Parts by any Government Entity or purported Government Entity (other than a
requisition of use by the U.S. Government) for a period exceeding
180 consecutive days.
“Excluded
Parts”
means
Spare Parts and Appliances held by the Owner at a location not a Designated
Location.
“Existing
Securities”
means
the Floating Rate Secured Notes due 2007 and the Floating Rate Secured
Subordinated Notes due 2007 issued by Owner.
“Existing
Security Agent”
means
WTC, in its capacity as Security Agent under the Existing Security
Agreement.
“Existing
Security Agreement”
means
the Spare Parts Security Agreement, dated as of December 6, 2002, between
the Owner and Wilmington Trust Company, as security agent.
“Existing
Security Release”
means
a
release in substantially the form of Exhibit E to the Note Purchase
Agreement.
“Existing
Trustee”
means
WTC, in its capacity as Trustee with respect to the Existing
Securities.
“Expendables”
means
Qualified Spare Parts other than Rotables.
“Expenses”
means
any and all liabilities, obligations, losses, damages, settlements, penalties,
claims, actions, suits, costs, expenses and disbursements (including, without
limitation, reasonable fees and disbursements of legal counsel, accountants,
appraisers, inspectors or other professionals, and costs of
investigation).
“FAA”
means
the Federal Aviation Administration of the United States or any Government
Entity succeeding to the functions of such Federal Aviation
Administration.
“FAA
Filed Documents”
means
the Trust Indenture and the Existing Security Release.
“FAA
Regulations”
means
the Federal Aviation Regulations issued or promulgated pursuant to the Act
from
time to time.
“Fair
Market Value”
means,
with respect to any Collateral, its fair market value determined on the basis
of
a hypothetical sale negotiated in an arm’s length free market transaction
between a willing and able seller and a willing and able buyer, neither of
whom
is under undue pressure to complete the transaction, under then current market
conditions, provided that cash shall be valued at its Dollar
amount.
“Financing
Statements”
means,
collectively, (a) UCC-1 (and, where appropriate, UCC-3) financing
statements covering the Collateral, by Owner, as debtor, showing Mortgagee
as
secured party, for filing in Delaware and each other jurisdiction that, in
the
opinion of Mortgagee, is necessary to perfect its Lien on the Collateral and
(b) UCC-3 financing statements evidencing the termination of the Lien of
the Existing Security Agreement, for filing in each jurisdiction that, in the
opinion of Mortgagee, is reasonably desirable.
“GAAP”
means
generally accepted accounting principles as set forth in the statements of
financial accounting standards issued by the Financial Accounting Standards
Board of the American Institute of Certified Public Accountants, as such
principles may at any time or from time to time be varied by any applicable
financial accounting rules or regulations issued by the SEC and, with respect
to
any person, shall mean such principles applied on a basis consistent with prior
periods except as may be disclosed in such person’s financial
statements.
“Government
Entity”
means
(a) any federal, state, provincial or similar government, and any body, board,
department, commission, court, tribunal, authority, agency or other
instrumentality of any such government or otherwise exercising any executive,
legislative, judicial, administrative or regulatory functions of such government
or (b) any other government entity having jurisdiction over any matter
contemplated by the Operative Agreements or relating to the observance or
performance of the obligations of any of the parties to the Operative
Agreements.
“Indemnitee”
means
(i) WTC and Mortgagee, (ii) each separate or additional trustee appointed
pursuant to the Trust Indenture, (iii) the Subordination Agent, (iv) the
Liquidity Providers, the Liquidity Guarantor and the Policy Provider, (v) the
Pass Through Trustees, (vi) each Affiliate of the persons described in
clauses (i) and (ii), (vii) each Affiliate of the persons described in clauses
(iii), (iv) and (v), (viii) the respective directors, officers, employees,
agents and servants of each of the persons described in clauses (i), (ii)
and (vi), (ix) the respective directors, officers, employees, agents and
servants of each of the persons described in clauses (iii), (iv), (v) and (vii),
(x) the successors and permitted assigns of the persons described in clauses
(i), (ii) and (viii), and (xi) the successors and permitted assigns of the
persons described in clauses (iii), (iv), (v) and (ix); provided that the
persons described in clauses (iii), (iv), (v), (vii), (ix) and (xi) are
Indemnitees only for purposes of Section 8.1 of the Note Purchase
Agreement.
“Indenture
Agreements”
means
any contract, agreement or instrument from time to time assigned or pledged
under the Trust Indenture.
“Indenture
Indemnitee”
means
(i) WTC and the Mortgagee, (ii) each separate or additional trustee
appointed pursuant to the Trust Indenture, (iii) the Subordination Agent,
(iv) each
Liquidity Provider, the Liquidity Guarantor and the Policy Provider, (v) each
Pass Through Trustee and (vi) each of the respective directors, officers,
employees, agents and servants of each of the persons described in clauses
(i)
through (v) inclusive above.
“Independent
Appraiser”
means
Simat, Helliesen & Xxxxxxx, Inc. or any other Person certified by ISTAT (or
any successor organization thereto) selected by the Owner and approved by the
Policy Provider (so long as the Policy Provider is the Controlling Party),
such
approval not to be unreasonably withheld or delayed, (i) engaged in a
business which includes appraising Aircraft and assets relating to the operation
and maintenance of Aircraft from time to time and (ii) who does not have any
material financial interest in the Owner and is not connected with the Owner
or
any of its Affiliates as an officer, director, employee, promoter, underwriter,
partner or person performing similar functions.
“Independent
Appraiser’s Certificate”
means
a
certificate signed by an Independent Appraiser and attached as Appendix II
to
the Prospectus Supplement or delivered thereafter pursuant to Article 2 or
Section 3.1 of the Collateral Maintenance Agreement.
“Intercreditor
Agreement”
means
that certain Intercreditor Agreement among the Pass Through Trustees, the
Liquidity Providers, the Policy Provider and the Subordination Agent, dated
as
of the Issuance Date, provided that, for purposes of any obligation of Owner,
no
amendment, modification or supplement to, or substitution or replacement of,
such Intercreditor Agreement shall be effective unless consented to by
Owner.
“Interest
Period”
means
(i) in the case of the first Interest Period, the period commencing on (and
including) the Issuance Date and ending on (but excluding) the first Payment
Date following the Issuance Date and (ii) in the case of each subsequent
Interest Period, the period commencing on (and including) the last day of the
immediately preceding Interest Period, and ending on (but excluding) the next
Payment Date.
“Interest
Rate Determination Date”
means,
with respect to any Interest Period, the second Business Day prior to the first
day of such Interest Period.
“Investment
Security”
means
(a) any bond, note or other obligation which is a direct obligation of or
guaranteed by the U.S. or any agency thereof; (b) any obligation which is a
direct obligation of or guaranteed by any state of the U.S. or any subdivision
thereof or any agency of any such state or subdivision, and which has the
highest rating published by Moody’s or Standard & Poor’s; (c) any commercial
paper issued by a U.S. obligor and rated at least P-1 by Moody’s or A-1 by
Standard & Poor’s; (d) any money market investment instrument relying upon
the credit and backing of any bank or trust company which is a member of the
Federal Reserve System and which has a combined capital (including capital
reserves to the extent not included in capital) and surplus and undivided
profits of not less than $250,000,000 (including the Mortgagee and its
Affiliates if such requirements as to Federal Reserve System membership and
combined capital and surplus and undivided profits are satisfied), including,
without limitation, certificates of deposit, time and other interest-bearing
deposits, bankers’ acceptances, commercial paper, loan and mortgage
participation certificates and documented discount notes accompanied by
irrevocable letters of credit and money market fund investing solely in
securities
backed
by
the full faith and credit of the United States; or (e) repurchase agreements
collateralized by any of the foregoing.
“IRS”
means
the Internal Revenue Service of the United States or any Government Entity
succeeding to the functions of such Internal Revenue Service.
“Issuance
Date”
means
June 9, 2006.
“Law”
means
(a) any constitution, treaty, statute, law, decree, regulation, order, rule
or
directive of any Government Entity, and (b) any judicial or administrative
interpretation or application of, or decision under, any of the
foregoing.
“LIBOR”
means,
with respect to any period, LIBOR for such period as determined pursuant to
the
Reference Agency Agreement.
“Lien”
means
any mortgage, pledge, lien, charge, claim, encumbrance, lease or security
interest affecting the title to or any interest in property.
“Liquidity
Facilities”
means,
collectively, the Above-Cap Liquidity Agreement and the Primary Liquidity
Facility.
“Liquidity
Guarantee”
means
the Guaranty Agreement, dated as of the Issuance Date, providing for the
guarantee by the Liquidity Guarantor of the obligations of the Above-Cap
Liquidity Provider under the Above-Cap Liquidity Agreement.
“Liquidity
Guarantor”
means
Xxxxxx Xxxxxxx.
“Liquidity
Providers”
means,
together, the Above-Cap Liquidity Provider and the Primary Liquidity
Provider.
“Loans”
is
defined in Section 3.2 of the Collateral Maintenance
Agreement.
“Majority
in Interest of Note Holders”
means
as of a particular date of determination, the holders of a majority in aggregate
unpaid Original Amount of all Equipment Notes outstanding as of such date
(excluding any Equipment Notes held by Owner or any of its Affiliates (unless
all Equipment Notes then outstanding shall be held by Owner or any Affiliate
of
Owner); provided
that for
the purposes of directing any action or casting any vote or giving any consent,
waiver or instruction hereunder, any Note Holder of an Equipment Note or
Equipment Notes may allocate, in such Note Holder’s sole discretion, any
fractional portion of the principal amount of such Equipment Note or Equipment
Notes in favor of or in opposition to any such action, vote, consent, waiver
or
instruction.
“Material
Adverse Change”
means,
with respect to any person, any event, condition or circumstance that materially
and adversely affects such person’s business or consolidated financial
condition, or its ability to observe or perform its obligations, liabilities
and
agreements under the Operative Agreements.
“Maximum
Collateral Ratio”
means
45.0%.
“Maximum
Subordinated Collateral Ratio”
means
75.0%.
“Minimum
Rotable Ratio”
means
150.0%.
“Moody’s”
means
Xxxxx’x Investors Service, Inc.
“Mortgaged
Property”
is
defined in Section 3.03 of the Trust Indenture.
“Mortgagee”
means
Wilmington Trust Company, a Delaware banking corporation, not in its individual
capacity but solely as mortgagee under the Trust Indenture.
“Moves”
is
defined in Section 3.2 of the Collateral Maintenance Agreement.
“Net
Worth”
means,
for any person, the excess of its total assets over its total
liabilities.
“Non-U.S.
Person”
means
any Person other than a United States person, as defined in Section 7701(a)(30)
of the Code.
“Nonappraisal
Compliance Report”
means
a
report providing information relating to compliance by the Owner with
Section 2.3 of the Collateral Maintenance Agreement, which shall be
substantially in the form of Appendix II to the Collateral Maintenance
Agreement.
“Note
Holder”
means
at any time each registered holder of one or more Equipment Notes.
“Note
Purchase Agreement”
means
the Note Purchase Agreement, dated as of the Issuance Date among Owner, the
Pass
Through Trustees, the Subordination Agent and Mortgagee.
“NY
UCC”
means
the UCC as in effect on the date of determination in the State of New
York.
“Officer’s
Certificate”
means,
in respect of any party to the Note Purchase Agreement, a certificate signed
by
the Chairman, the President, any Vice President (including those with varying
ranks such as Executive, Senior, Assistant or Staff Vice President), the
Treasurer or the Secretary of such party.
“Operative
Agreements”
means,
collectively, the Note Purchase Agreement, the Collateral Maintenance Agreement,
the Trust Indenture and the Equipment Notes.
“Optional
Redemption”
is
defined in Section 2.11 of the Trust Indenture.
“Original
Amount,”
with
respect to an Equipment Note, means the stated original principal amount of
such
Equipment Note and, with respect to all Equipment Notes, means the aggregate
stated original principal amounts of all Equipment Notes.
“Owner”
is
defined in the first paragraph of the Trust Indenture.
“Owner
Person”
means
Owner, any lessee, assignee, successor or other user or person in possession
of
any Pledged Spare Part with or without color of right, or any Affiliate of
any
of the foregoing (excluding any Tax Indemnitee or any related Tax Indemnitee
with respect thereto, or any person using or claiming any rights with respect
to
a Pledged Spare Part directly by or through any of the persons in this
parenthetical).
“Parts
Inventory Report”
means,
as of any date, a list identifying the Pledged Spare Parts by manufacturer’s
part number and brief description and stating the quantity of each such part
included in the Pledged Spare Parts as of such specified date.
“Pass
Through Agreements”
means
the Pass Through Trust Agreements, the Intercreditor Agreement, the Reference
Agency Agreement, the Liquidity Facilities, the Policy, the Policy Provider
Agreement, the Policy Indemnification Agreement, the Policy Fee Letter and
the
Fee Letters referred to in Section 2.03 of the Primary Liquidity Facility,
provided that no amendment, modification or supplement to, or substitution
or
replacement of, any such Fee Letter shall be effective for purposes of any
obligation of Owner, unless consented to by Owner.
“Pass
Through Certificates”
means
the pass through certificates issued by the Pass Through Trusts (and any other
pass through certificates for which such pass through certificates may be
exchanged).
“Pass
Through Trust”
means
each of the two separate pass through trusts created under the Pass Through
Trust Agreements.
“Pass
Through Trust Agreement”
means
each of the two separate Trust Supplements, together in each case with the
Basic
Pass Through Trust Agreement, each dated as of the Issuance Date, by and between
the Owner and a Pass Through Trustee, provided, that, for purposes of any
obligation of Owner, no amendment, modification or supplement to, or
substitution or replacement of, any such Agreement shall be effective unless
consented to by Owner.
“Pass
Through Trustee”
means
Wilmington Trust Company, a Delaware banking corporation, in its capacity as
trustee under each Pass Through Trust Agreement.
“Pass
Through Trustee Agreements”
means
the Pass Through Trust Agreements, the Note Purchase Agreement, and the
Intercreditor Agreement.
“Payment
Date”
means
each March 2, June 2, September 2 and December 2, commencing on September 2,
2006.
“Payment
Default”
means
a
Default under Section 5.01(i) of the Trust Indenture.
“Payment
Due Rate”
means
(a) with respect to (i) any payment made to a Note Holder under any
Series of Equipment Notes, the Debt Rate applicable to such Series plus 2%
and
(ii) any other payment made under any Operative Agreement to any other
Person, the Debt
Rate
applicable to such payment plus 2% or, if less, (b) the maximum rate
permitted by applicable law.
“Permitted
Days”
is
defined in Section 2.1 of the Collateral Maintenance
Agreement.
“Permitted
Lease”
means
a
lease permitted under Section 4.04(d) of the Trust Indenture.
“Permitted
Lessee”
is
defined in Section 4.04(d) of the Trust Indenture.
“Permitted
Lien”
means
(a) the rights of Mortgagee under the Operative Agreements, or of any Permitted
Lessee under any Permitted Lease; (b) Liens attributable to Mortgagee (both
in
its capacity as trustee under the Trust Indenture and in its individual
capacity); (c) the rights of others under agreements or arrangements to the
extent expressly permitted by the terms of Section 4.04 or 4.05 of the Trust
Indenture; (d) Liens for Taxes of Owner (and its U.S. federal tax law
consolidated group), or Liens for Taxes of any Tax Indemnitee (and its U.S.
federal tax law consolidated group) for which Owner is obligated to indemnify
such Tax Indemnitee under any of the Operative Agreements, in any such case
either not yet due or being contested in good faith by appropriate proceedings
so long as such Liens and such proceedings do not involve any material risk
of
the sale, forfeiture or loss of the Pledged Spare Parts or the interest of
Mortgagee therein or impair the Lien of the Trust Indenture; (e) materialmen’s,
mechanics’, workers’, repairers’, employees’ or other like Liens arising in the
ordinary course of business for amounts the payment of which is either not
yet
delinquent for more than 60 days or is being contested in good faith by
appropriate proceedings, so long as such Liens and such proceedings do not
involve any material risk of the sale, forfeiture or loss of the Pledged Spare
Parts or the interest of Mortgagee therein or impair the Lien of the Trust
Indenture; (f) Liens arising out of any judgment or award against Owner (or
any
Permitted Lessee), so long as such judgment shall, within 60 days after the
entry thereof, have been discharged or vacated, or execution thereof stayed
pending appeal or shall have been discharged, vacated or reversed within 60
days
after the expiration of such stay, and so long as during any such 60 day period
there is not, or any such judgment or award does not involve, any material
risk
of the sale, forfeiture or loss of the Pledged Spare Parts or the interest
of
Mortgagee therein or impair the Lien of the Trust Indenture; (g) the Lien
created by the Existing Security Agreement, but only on the Closing Date; and
(h) any other Lien with respect to which Owner (or any Permitted Lessee)
shall have provided a bond, cash collateral or other security adequate in the
reasonable opinion of Mortgagee.
“Persons”
or
“persons”
means
individuals, firms, partnerships, joint ventures, trusts, trustees, Government
Entities, organizations, associations, corporations, limited liability
companies, government agencies, committees, departments, authorities and other
bodies, corporate or incorporate, whether having distinct legal status or not,
or any member of any of the same.
“Plan”
means
any employee benefit plan within the meaning of Section 3(3) of ERISA, or any
plan within the meaning of Section 4975(e)(1) of the Code.
“Pledged
Spare Parts”
has
the
meaning set forth in clause (1) of the Granting Clause of the Trust
Indenture.
“Policy”
means
the certificate guaranty insurance policy issued pursuant to the Policy Provider
Agreement.
“Policy
Fee Letter”
means
the fee letter, dated as of the date of the Note Purchase Agreement, from the
Policy Provider to Owner and the Subordination Agent setting forth the premium
for and certain other fees and expenses in connection with the
Policy.
“Policy
Indemnification Agreement”
means
the Indemnification Agreement, dated as of the date of the Note Purchase
Agreement, among the Policy Provider, the Owner and the
Underwriter.
“Policy
Provider”
means
Financial Guaranty Insurance Company.
“Policy
Provider Agreement”
means
the Insurance and Indemnity Agreement among the Subordination Agent, Owner
and
the Policy Provider, dated as of the Issuance Date; provided
that no
amendment, modification or supplement to, or substitution or replacement of,
such Agreement shall be effective for purposes of any obligation of Owner,
unless consented to by Owner.
“Policy
Provider Default”
is
defined in the Intercreditor Agreement.
“Policy
Provider Documents”
is
defined in the Intercreditor Agreement, provided that no amendment, modification
or supplement to, or substitution or replacement of, any document included
in
such definition shall be effective for purposes of any obligation of Owner,
unless consented to by Owner.
“Policy
Provider Obligations”
means
all reimbursement and other amounts, including, without limitation, fees,
expenses and indemnities due to the Policy Provider under the Policy Provider
Agreement, the Policy Fee Letter or the Note Purchase Agreement.
“Premium”
means
(i) with respect to any Series B Equipment Note redeemed pursuant to Section
2.11 of the Trust Indenture, the following percentage of the principal amount
of
such Series B Equipment Note: (x) if redeemed on or after the third anniversary
of the Issuance Date and before the fourth anniversary of the Issuance Date,
4%;
and (y) if redeemed on or after such fourth anniversary and before the
fifth anniversary of the Issuance Date, 2%; provided
that no
Premium shall be payable under this clause (i) in connection with a redemption
of any Equipment Note made by the Owner to satisfy the Maximum Collateral Ratio,
Maximum Subordinated Collateral Ratio or Minimum Rotable Ratio requirement
pursuant to Section 3.1 of the Collateral Maintenance Agreement or in connection
with a redemption required under Section 3.3 of the Collateral Maintenance
Agreement, (ii) with respect to any Series G Equipment Note redeemed pursuant
to
Section 3.3 of the Collateral Maintenance Agreement prior to the third
anniversary of the Issuance Date, 1% of the principal amount of such Series
G
Equipment Note and (iii) with respect to any Series B Equipment Note redeemed
pursuant to Section 3.3 of the Collateral Maintenance Agreement (x) prior to
the
fourth anniversary of the
Issuance
Date, 4% of the principal amount of such Series B Equipment Note or (y) on
or
after such fourth anniversary and before the fifth anniversary of the Issuance
Date, 2% of the principal amount of such Series B Equipment Note.
“Primary
Liquidity Facility”
means
the Revolving Credit Agreement, dated as of the Issuance Date, between the
Subordination Agent, as borrower, and the Primary Liquidity Provider,
provided
that,
for purposes of any obligation of Owner, no amendment, modification or
supplement to, or substitution or replacement of, such Primary Liquidity
Facility shall be effective unless consented to by Owner.
“Primary
Liquidity Provider”
means
Xxxxxx Xxxxxxx Bank, as “Primary Liquidity Provider” (as such term is defined in
the Intercreditor Agreement).
“Propeller”
includes a part, appurtenance, and accessory of a propeller.
“Prospectus
Supplement”
means
the final Prospectus Supplement, dated May 24, 2006, to the
Prospectus, dated April 10, 2006, of the Owner relating to the offering of
the
Pass Through Certificates.
“QIB”
is
defined in Section 2.08 of the Trust Indenture.
“Qualified
Spare Parts”
has
the
meaning provided in clause (1) of the Granting Clause of the Trust
Indenture.
“Rating
Agencies”
means,
collectively, at any time, and with respect to a class of Pass Through
Certificates, each nationally recognized rating agency which shall have been
requested by the Owner to rate such class of Pass Through Certificates and
which
shall then be rating such class of Pass Through Certificates. The initial Rating
Agencies for each class of Pass Through Certificates will be Moody’s and
Standard & Poor’s.
“Ratings
Confirmation”
means,
with respect to any action proposed to be taken, a written confirmation from
each of the Rating Agencies with respect to the applicable class of Pass Through
Certificates that such action would not result in (i) a reduction of the rating
for such class of Pass Through Certificates below the then current rating for
such class of Pass Through Certificates (such rating, in the case of the
Class G Pass Through Certificates, as determined without regard to the
Policy) or (ii) a withdrawal or suspension of the rating of such class of Pass
Through Certificates.
“Redemption
Action”
means
the sending of a notice of redemption pursuant to Section 2.12 of the Trust
Indenture with respect to an Optional Redemption of Equipment Notes and the
deposit of funds sufficient to pay the redemption price in full (including
accrued interest and Premium, if any, but excluding Break Amount, if any, which
shall be deposited on or prior to the scheduled redemption date) for such
Optional Redemption.
“Redemption
Price”
is
defined in Schedule 2 to the Note Purchase Agreement.
“Reference
Agency Agreement”
means
the Reference Agency Agreement dated as of the Issuance Date among WTC, as
reference agent thereunder, the Subordination Agent and Owner.
“Reference
Agent”
is
defined in the Reference Agency Agreement.
“Required
Subordinated Holders”
means
the holders of a majority of the outstanding Original Amount of Series B
Equipment Notes.
“Rotable”
means
a
Qualified Spare Part that wears over time and can be repeatedly restored to
a
serviceable condition over a period approximating the life of the flight
equipment to which it relates.
“Rotable
Part”
means
a
Spare Part or Appliance that wears over time and can be repeatedly restored
to a
serviceable condition over a period approximating the life of the flight
equipment to which it relates.
“Rotable
Ratio”
shall
mean a percentage determined by dividing (i) the Fair Market Value of the
Rotables, as set forth in the most recent Independent Appraiser’s Certificate
delivered by the Company pursuant to Article 2 of the Collateral Maintenance
Agreement, as supplemented pursuant to Section 3.1 of the Collateral
Maintenance Agreement, if applicable, by (ii) the aggregate principal
amount of all outstanding Series G Equipment Notes minus the sum of the Cash
Collateral held by the Mortgagee.
“Sales”
is
defined in Section 3.2 of the Collateral Maintenance
Agreement.
“SEC”
means
the Securities and Exchange Commission of the United States, or any Government
Entity succeeding to the functions of such Securities and Exchange
Commission.
“Section
1110”
means
11 U.S.C. Section 1110 of the Bankruptcy Code or any successor or analogous
section of the federal bankruptcy law in effect from time to time.
“Section
1110 Period”
means
the continuous period of (i) 60 days specified in Section 1110(a)(2)(A) of
the Bankruptcy Code (or such longer period, if any, agreed to under
Section 1110(b) of the Bankruptcy Code), plus (ii) an additional period, if
any, commencing with the trustee or debtor-in-possession in such proceeding
entering into an agreement of the kind described in Section 1110(a)(2)(A) of
the
Bankruptcy Code and continuing until such time as such trustee or
debtor-in-possession fails to perform its obligations thereunder such that
the
Mortgagee is entitled to take possession of the Pledged Spare Parts pursuant
to
the Trust Indenture.
“Secured
Obligations”
is
defined in Section 2.06 of the Trust Indenture.
“Securities
Account”
is
defined in Section 3.07 of the Trust Indenture.
“Securities
Act”
means
the Securities Act of 1933, as amended.
“Securities
Intermediary”
is
defined in Section 3.07 of the Trust Indenture.
“Security”
means
a
“security” as defined in Section 2(l) of the Securities Act.
“Semiannual
Methodology”
means
the Annual Methodology, excluding actions referred to in clauses (iii) and
(iv)
of the definition of Annual Methodology.
“Semiannual
Valuation Date”
is
defined in Section 2.2 of the Collateral Maintenance
Agreement.
“Series”
means
any of Series G or Series B.
“Series B”
or
“Series B
Equipment Notes”
means
Equipment Notes issued under the Trust Indenture and designated as
“Series B” thereunder, in the Original Amount and maturity and bearing
interest as specified in Section 2.02 of the Trust Indenture.
“Series
B Amount”
is
defined in Section 2.1 of the Note Purchase Agreement.
“Series
G”
or
“Series
G Equipment Notes”
means
Equipment Notes issued under the Trust Indenture and designated as “Series G”
thereunder, in the Original Amount and maturity and bearing interest as
specified in Section 2.02 of the Trust Indenture.
“Series
G Amount”
is
defined in Section 2.1 of the Note Purchase Agreement.
“Serviceable
Parts”
means
Pledged Spare Parts in condition satisfactory for incorporation in, installation
on, attachment or appurtenance to or use in an Aircraft, Engine or other
Qualified Spare Part.
“787
Spare Parts”
means
Spare Parts and Appliances first placed in service after October 22, 1994 that
are appropriate for incorporation in, installation on, attachment or
appurtenance to, or use in, a Boeing model 787 Aircraft or any Engine utilized
on any such Aircraft.
“Spare
Part”
means
an accessory, appurtenance, or part of an Aircraft (except an Engine or
Propeller), Engine (except a Propeller), Propeller, or Appliance, that is to
be
installed at a later time in an Aircraft, Engine, Propeller or
Appliance.
“Spare
Parts Documents”
has
the
meaning set forth in clause (6) of the Granting Clause of the Trust
Indenture.
“Special
Default”
means
(i) the failure by Owner to pay any amount of principal of or interest on any
Equipment Note when due or (ii) the occurrence of any Default or Event of
Default referred to in Section 5.01(v), (vi) or (vii).
“Special
Valuation Date”
is
defined in Section 2.4 of the Collateral Maintenance Agreement.
“Standard
& Poor’s”
means
Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc.
“Subordinated
Collateral Ratio”
shall
mean a percentage determined by dividing (i) the aggregate unpaid Original
Amount of all Equipment Notes minus the sum of the Cash Collateral held by
the
Securities Intermediary by (ii) the Fair Market Value of all Collateral
(excluding any Cash Collateral), as set forth in the most recent Independent
Appraiser’s Certificate delivered by the Owner pursuant to Article 2 of the
Collateral Maintenance Agreement, as supplemented pursuant to Section 3.1
of the Collateral Maintenance Agreement, if applicable.
“Subordinated
Security Provisions”
is
defined in Section 4.1 of the Collateral Maintenance
Agreement.
“Subordination
Agent”
means
Wilmington Trust Company, as subordination agent under the Intercreditor
Agreement, or any successor thereto.
“Subordination
Agent Agreements”
means
the Note Purchase Agreement, the Policy Provider Agreement, the Primary
Liquidity Facility, the Reference Agency Agreement, the Above-Cap Liquidity
Agreement and the Intercreditor Agreement.
“Tax
Indemnitee”
means
(a) WTC and Mortgagee, (b) each separate or additional trustee appointed
pursuant to the Trust Indenture, (c) each Note Holder, (d) the Policy Provider
and (e) the respective successors, assigns, agents and servants of the
foregoing.
“Taxes”
means
all license, recording, documentary, registration and other similar fees and
all
taxes, levies, imposts, duties, charges, assessments or withholdings of any
nature whatsoever imposed by any Taxing Authority, together with any penalties,
additions to tax, fines or interest thereon or additions thereto.
“Taxing
Authority”
means
any federal, state or local government or other taxing authority in the United
States, any foreign government or any political subdivision or taxing authority
thereof, any international taxing authority or any territory or possession
of
the United States or any taxing authority thereof.
“Temporary
Cash Collateral”
is
defined in Section 3.1(e) of the Collateral Maintenance Agreement.
“Threshold
Amount”
means
$2,000,000.
“Transaction
Expenses”
means
all costs and expenses incurred by Mortgagee in connection with (a) the
preparation, execution and delivery of the Operative Agreements and the
recording or filing of any documents, certificates or instruments in accordance
with any Operative Agreement, including, without limitation, the FAA Filed
Documents and the Financing Statements, (b) the initial fee of Mortgagee under
the Trust Indenture and (c) the reasonable fees and disbursements of counsel
for
Mortgagee and special counsel in Oklahoma City, Oklahoma, in each case, in
connection with the Closing.
“Transactions”
means
the transactions contemplated by the Note Purchase Agreement.
“Transfer”
means
the transfer, sale, assignment or other conveyance of all or any interest in
any
property, right or interest.
“Transferee”
means
a
person to which any Note Holder purports or intends to Transfer any or all
of
its right, title or interest in the Equipment Note, as described in Section
9 of
the Note Purchase Agreement.
“Trust
Indenture”
means
the Trust Indenture and Mortgage, dated as of the date of the Note Purchase
Agreement, between Owner and Mortgagee.
“Trust
Indenture Collateral Supplement”
means
a
Trust Indenture and Mortgage Supplement, substantially in the form of Exhibit
B
to the Trust Indenture, with appropriate modifications to reflect the purpose
for which it is being used.
“Trust
Indenture Location Supplement”
means
a
Trust Indenture and Mortgage Supplement, substantially in the form of Exhibit
A
to the Trust Indenture, with appropriate modifications to reflect the purpose
for which it is being used.
“Trust
Indenture Supplement”
means
a
Trust Indenture Collateral Supplement or a Trust Indenture Location
Supplement.
“Trust
Supplement”
means
an agreement supplemental to the Basic Pass Through Trust Agreement pursuant
to
which (i) a separate trust is created for the benefit of the holders of the
Pass
Through Certificates of a class, (ii) the issuance of the Pass Through
Certificates of such Class representing fractional undivided interests in such
trust is authorized and (iii) the terms of the Pass Through Certificates of
such
class are established.
“UCC”
means
the Uniform Commercial Code as in effect in any applicable
jurisdiction.
“Underwriter”
means
Xxxxxx Xxxxxxx & Co. Incorporated.
“Underwriting
Agreement”
means
the Underwriting Agreement, dated May 24, 2006, between the Owner and
the Underwriter, providing for the sale of the Pass Through
Certificates.
“United
States”
or
“U.S.”
means
the United States of America; provided that for geographic purposes, “United
States” means, in aggregate, the 50 states and the District of Columbia of the
United States of America.
“Unserviceable
Parts”
means
Pledged Spare Parts that are not Serviceable Parts.
“U.S.
Air Carrier”
means
any United States air carrier that is a Citizen of the United States holding
an
air carrier operating certificate issued pursuant to chapter 447 of title 49
of
the
United States Code for aircraft capable of carrying 10 or more individuals
or
6000 pounds or more of cargo, and as to which there is in force an air carrier
operating certificate issued pursuant to Part 121 of the FAA Regulations, or
which may operate as an air carrier by certification or otherwise under any
successor or substitute provisions therefor or in the absence
thereof.
“U.S.
Government”
means
the federal government of the United States, or any instrumentality or agency
thereof the obligations of which are guaranteed by the full faith and credit
of
the federal government of the United States.
“U.S.
Government Obligations”
means
direct obligations (or certificates representing an ownership interest in such
obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit
of
the United States of America is pledged and which are not callable at the option
of the issuer thereof.
“U.S.
Person”
means
any Person described in Section 7701 (a)(30) of the Code.
“Valuation
Dates”
is
defined in Section 2.4 of the Collateral Maintenance
Agreement.
“Warranties”
is
defined in clause (2) of the Granting Clause of the Trust
Indenture.
“WTC”
means
Wilmington Trust Company, a Delaware banking corporation, not in its capacity
as
Mortgagee under the Trust Indenture, but in its individual
capacity.
|
ANNEX
B
- INSURANCE
TRUST
INDENTURE
|
[Intentionally
omitted.]
TO
TRUST
INDENTURE AND MORTGAGE
TRUST
INDENTURE AND MORTGAGE SUPPLEMENT
This
TRUST INDENTURE AND MORTGAGE SUPPLEMENT NO. __, dated [______________ ___,
____]
(herein called this “Trust Indenture Supplement”) of CONTINENTAL AIRLINES, INC.,
as Owner (the “Owner”).
W
I T N E S S E T H:
WHEREAS,
the Owner and Wilmington Trust Company, as Mortgagee (the “Mortgagee”),
have
heretofore executed and delivered a Trust Indenture and Mortgage, dated as
of
June 9, 2006 (the “Trust Indenture”), and terms defined in the Trust Indenture
and used herein have such defined meanings unless otherwise defined
herein;
WHEREAS,
the Trust Indenture grants a Lien on, among other things, certain Spare Parts
and Appliances to secure (subject to the provisions of the Trust Indenture),
among other things, the Owner’s obligations to the Note Holders and the
Indenture Indemnities;
WHEREAS,
the Owner has previously designated the locations at which the Pledged Spare
Parts may be maintained by or on behalf of the Owner in the Trust Indenture
[and
in Trust Indenture Supplement No. __];
WHEREAS,
the Trust Indenture [and the Trust Indenture Supplements] has [have] been duly
recorded with the Federal Aviation Administration at Oklahoma City, Oklahoma,
pursuant to the Act on the following date as a document or conveyance bearing
the following number:
|
DATE
OF
RECORDING
|
DOCUMENT
OR
CONVEYANCE
NO.
|
|
|
Trust
Indenture......
|
WHEREAS,
the Owner, as provided in the Trust Indenture, is hereby executing and
delivering to the Mortgagee this Trust Indenture Supplement for the purposes
of
adding locations at which the Pledged Spare Parts may be maintained by or on
behalf of the Owner; and
WHEREAS,
all things necessary to make this Trust Indenture Supplement the valid, binding
and legal obligation of the Owner, including all proper corporate action on
the
part of the Owner, have been done and performed and have happened;
NOW,
THEREFORE, THIS TRUST INDENTURE SUPPLEMENT WITNESSETH, that the locations listed
on Schedule 1 hereto shall be Designated Locations for purposes of the Trust
Indenture at which Pledged Spare Parts may be maintained by or on behalf
of
the
Owner, and all Pledged Spare Parts at such Designated Locations shall be
subjected to the Lien of the Trust Indenture.
This
Trust Indenture Supplement shall be construed as supplemental to the Trust
Indenture and shall form a part thereof, and the Trust Indenture is hereby
incorporated by reference herein and is hereby ratified, approved and
confirmed.
THIS
TRUST INDENTURE SUPPLEMENT IS DELIVERED IN THE STATE OF NEW YORK. THIS TRUST
INDENTURE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE
LAWS OF THE STATE OF NEW YORK.
Delivery
of an executed counterpart of a signature page to this Trust Indenture
Supplement by telecopier shall be effective as delivery of an original executed
counterpart of this Trust Indenture Supplement.
* * *
IN
WITNESS WHEREOF, the Owner has caused this Trust Indenture Supplement to be
duly
executed by one of its officers, thereunto duly authorized, on the day and
year
first above written.
|
CONTINENTAL
AIRLINES, INC.
|
||
| |
|
|
| By: | ||
|
Name: |
||
| Title: | ||
SCHEDULE
I TO EXHIBIT A
TO
TRUST
INDENTURE AND MORTGAGE
TRUST
INDENTURE AND MORTGAGE SUPPLEMENT
This
TRUST INDENTURE AND MORTGAGE SUPPLEMENT NO. __, dated [______________ ___,
____]
(herein called this “Trust Indenture Supplement”) of CONTINENTAL AIRLINES, INC.,
as Owner (the “Owner”).
W
I T N E S S E T H:
WHEREAS,
the Owner and Wilmington Trust Company, as Mortgagee (the “Mortgagee”),
have
heretofore executed and delivered a Trust Indenture and Mortgage, dated as
of
June 9, 2006 (the “Trust Indenture”), and terms defined in the Trust Indenture
and used herein have such defined meanings unless otherwise defined
herein;
WHEREAS,
the Trust Indenture grants a Lien on, among other things, certain Spare Parts
and Appliances to secure (subject to the provisions of the Trust Indenture),
among other things, the Owner’s obligations to the Note Holders and the
Indenture Indemnities;
WHEREAS,
the Trust Indenture [and the Trust Indenture Supplements] has [have] been duly
recorded with the Federal Aviation Administration at Oklahoma City, Oklahoma,
pursuant to the Act on the following date as a document or conveyance bearing
the following number:
|
DATE
OF
RECORDING
|
DOCUMENT
OR
CONVEYANCE
NO.
|
|
|
Trust
Indenture......
|
WHEREAS,
the Owner, as provided in the Trust Indenture, is hereby executing and
delivering to the Mortgagee this Trust Indenture Supplement for the purposes
of
adding certain additional Spare Parts and Appliances to the Pledged Spare Parts;
and
WHEREAS,
all things necessary to make this Trust Indenture Supplement the valid, binding
and legal obligation of the Owner, including all proper corporate action on
the
part of the Owner, have been done and performed and have happened;
NOW,
THEREFORE, THIS TRUST INDENTURE SUPPLEMENT WITNESSETH, that Owner hereby
confirms that the following shall be included as Qualified Spare Parts for
purposes of subclause (IV) of clause (1) of the Granting Clause of the Trust
Indenture and shall be subject to the Lien of the Trust Indenture to the same
extent as other Qualified Spare Parts (but subject to the exclusions set forth
in the Trust Indenture): all [Spare Parts and Appliances] [Rotable Parts] first
placed in service after October 22, 1994 and currently owned or hereafter
acquired by the Owner that are appropriate for incorporation in, installation
on,
attachment or appurtenance to, or use in, a Boeing model 787 Aircraft or any
Engine utilized on any such Aircraft.
TO
HAVE
AND TO HOLD all and singular the aforesaid property unto the Mortgagee, and
its
successors and assigns, in trust for the equal and proportionate benefit and
security of the Note Holders and the Indenture Indemnitees, except as provided
in Section 2.13 and Article III of the Trust Indenture, without any preference,
distinction or priority of any one Equipment Note over any other by reason
of
priority of time of issue, sale, negotiation, date of maturity thereof or
otherwise for any reason whatsoever, and for the uses and purposes set forth
in
the Trust Indenture.
This
Trust Indenture Supplement shall be construed as supplemental to the Trust
Indenture and shall form a part thereof, and the Trust Indenture is hereby
incorporated by reference herein and is hereby ratified, approved and
confirmed.
THIS
TRUST INDENTURE SUPPLEMENT IS DELIVERED IN THE STATE OF NEW YORK. THIS TRUST
INDENTURE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE
LAWS OF THE STATE OF NEW YORK.
Delivery
of an executed counterpart of a signature page to this Trust Indenture
Supplement by telecopier shall be effective as delivery of an original executed
counterpart of this Trust Indenture Supplement.
* * *
IN
WITNESS WHEREOF, the Owner has caused this Trust Indenture Supplement to be
duly
executed by one of its officers, thereunto duly authorized, on the day and
year
first above written.
|
CONTINENTAL
AIRLINES, INC.
|
||
| |
|
|
| By: | ||
|
Name: |
||
| Title: | ||
3
SCHEDULE
I
TO
TRUST
INDENTURE
AND
MORTGAGE
DESIGNATED
LOCATIONS
|
WAREHOUSING
|
|
Location
|
Address
|
|
Continental
Airlines, Inc., Stores / Receiving
|
0000
X. Xxxxx Xxxx, Xxxxxxxxx, XX 00000
|
|
Continental
Airlines, Inc., Stores / Receiving
|
Xxxxxxxx
Xxxx, Xxxxxxxx 000, Xxxxxx, XX 00000
|
|
Continental
Airlines, Inc., Stores / Receiving
|
00-0000
Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxx 00000
|
|
Continental
Airlines, Inc., Stores / Receiving
|
Material
Services - EWA Service Road. Gate 30, Honolulu International Airport,
Honolulu, HI 96819
|
|
Continental
Airlines, Inc., Stores / Receiving
|
000
Xxxxxx Xxxxx, Xxxxxxxx, XX 00000
|
|
Continental
Airlines, Inc., Stores / Receiving
|
0000
Xxxxxxxxx Xxxxxx #0, Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc., Stores / Receiving
|
0000
Xxxxx Xxx Xxxx, Xxx Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc., Stores / Receiving
|
0000
Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc., Xxxxxxx Warehouse Kitting
|
0000
Xxxxxx Xxxx, Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc., Parts Control
|
00000
Xxxxxxx Xxxxx, Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc., Stores / Receiving
|
0000
Xxxxxx Xxxx / Xxxx X, Xxxxxxx, XX 00000
|
|
MAINTENANCE
|
|
Location
|
Address
|
|
Continental
Airlines, Inc.
|
Atlanta
Xxxxxxxxxx Intl. Airport Concourse D - 8, Xxxxxxx, XX
00000
|
|
Continental
Airlines, Inc.
|
Xxxxx
Intl. Xxxxxxx Xxxxxxxx X - X/X Xxxx., X. Xxxxxx, XX
00000
|
|
Continental
Airlines, Inc.
|
0000
Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
Xxxxxx
Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX
00000
|
|
Continental
Airlines, Inc.
|
00000
Xxxx 000xx Xxxxxx, Xxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
000
X. Xxxxxxxx Xxxxx, Xxx. 000, Xxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
Hangar
00, Xxxxxxxx Xxxx, Xxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
00
Xxxxxxxx Xxxxx, Xx. Xxxxxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
Honolulu
Intl. Airport, 000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
0000
Xxxxxxxx, Xxxx. 0 Xxxxxxxx, Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
0000
Xxxxxx Xxxx, 000-X, Xxxxxx X, Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
00000
Xxxxxxx Xxxxx, Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
5757
Xxxxx Xxxxxx Blvd.- Ticket Counter, Xxx Xxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
0000
Xxxxx Xxx Xxxx, Xxx Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
LaGuardia
Airport, Main Terminal, Xxxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
0000
Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
Miami
Int’l Airport - Concourse G, Miami, FL 33122
|
|
Continental
Airlines, Inc.
|
New
Orleans Intl. Airport Xxxx 0, Xxxx Xxxxxx Xxxx, Xxxxxx, XX
00000
|
|
Continental
Airlines, Inc.
|
X’Xxxx
Intl. Airport, Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
0000
Xxx Xxxxxx Xxxx., Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
0000
Xxxxxxx Xxxx. Xxxx 000, Xxx Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
SEA-TAC
Intl. Airport- A/C MX Dept., Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
Xxx
Xxxxxxxxx Xxxx. Xxxxxxx-X. Xxxxxxxx Xxxx, Xxx Xxxxxxxxx, XX
00000
|
|
Continental
Airlines, Inc.
|
00000
X. Xxxxxxx Xxx, Xxx. 000, Xxxxx Xxx, XX 00000
|
|
Continental
Airlines, Inc.
|
Tampa
Intl. Airport - Airside A, Xxxxx, XX
00000
|
2
|
MAINLINE
STATIONS
|
|
Location
|
Address
|
|
|
Albuquerque
Int’l Airport
|
0000
Xxxxxxx Xxxx Xxxxx Xxxx, Xxxxxxxxxxx, XX 00000
|
|
|
Anchorage
Int’l Airport
|
0000
X. Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000
|
|
|
Atlanta
Int’l Airport
|
0000
Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000
|
|
|
Xxxxxx-Xxxxxxxxx
Int’l Airport
|
0000
Xxxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000
|
|
|
Baltimore/Washington
Int’l Airport
|
Baltimore/Washington
International Airport, Xxxxxxxxx, XX 00000
|
|
|
Baton
Rouge Xxxxxxxxxxxx Xxxxxxx
|
Xxxxxxxx
Xxxxxxxx, Xxxxx Xxxxx, XX 00000
|
|
|
Birmingham
Int’l Airport
|
0000
Xxxxxxx Xxx., Xxxxxxxxxx, XX 00000
|
|
|
Bradley
Int’l Airport
|
Xxxxxxx
International Airport, Windsor Locks, CT 06096
|
|
|
Buffalo
Niagara Int’l Airport
|
Buffalo
Niagara International Airport, East Terminal, Attn: Ticket Counter,
Xxxxxxx, XX 00000
|
|
|
Charleston
Int’l Airport
|
5500
International Blvd, Ticket Counter, Xxxxxxxxxx, XX 00000
|
|
|
Chicago
Midway Airport
|
0000
X Xxxxxx Xxx, Xxxxxxx, XX
|
|
|
Cleveland
Xxxxxxx Int'l Airport
|
0000
Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000
|
|
|
Colorado
Springs Int’l Airport
|
Xxxxxxxx
Field, 0000 Xxxxxxx Xx., Xxxxxxxx Xxxxxxx, XX 00000
|
|
|
Dallas/Ft.Worth
Int’l Airport
|
Terminal
B, Dallas/Ft. Worth, TX 75261
|
|
|
Daytona
Beach Regional Airport
|
000
Xxxxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000
|
|
|
Denver
Int’l Airport
|
0000
Xxxx Xxxx., Xxxx 0000, Xxxxxx, XX 00000
|
|
|
Detroit
MetroAirport
|
Xxxxxx
X. XxXxxxxx Xxxxxxxx, Xxxxxxxx 000, Xxxxxxx, XX 00000
|
|
|
Eagle/Vail
Int’l Airport
|
0000
Xxxxx Xxxxxx Xx., Xxxxxx, XX 00000
|
|
|
El
Paso Int’l Airport
|
0000
Xxxxxxx, Xx Xxxx, XX 00000
|
|
|
Xxxxxx
Airfield
|
0000
Xxxxx Xxxxx, Xxxxx, XX 00000
|
|
|
Ft.
Lauderdale Int’l Airport
|
50
Terminal Drive, Terminal 1, Ft. Xxxxxxxxxx, XX 00000
|
|
|
Xxxxxx
Xxxx Int'l Airport
|
Xxxxxxxxxxxxxxxx
Xxxxxxx, Xxxxxxxx X, Xxxxxxx XX 00000
|
|
|
Gulfport
Airport
|
00000
X Xxxxxxx Xxxx, Xxxxxxxx, XX 00000
|
|
|
Gunnison
Airport
|
000
X. Xxx Xxxxxx, Xxxxxxxx, XX 00000
|
|
|
Honolulu
Int’l Airport
|
000
Xxxxxx Xxxx. #00, Xxxxxxxx, XX 00000
|
|
|
Indianapolis
Int’l Airport
|
0000
Xxxxx Xxxx Xxxxxx Xx. Xxxxx 00, Xxxxxxxxxxxx, XX 00000
|
|
|
Jacksonville
Int’l Airport
|
0000
Xxxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000
|
|
|
JFK
Int’l Airport
|
Terminal
Xxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
|
|
|
Xxxx
Xxxxx Airport
|
00000
X. Xxxxxxx Xxx, Xxx. 000, Xxxxx Xxx, XX 00000
|
|
|
Kahului
Int'l Airport
|
Kahului
Int'l Airport, Kahului, HI 93732
|
|
|
Kansas
City Int’l Airport
|
00
Xxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000
|
|
|
La
Guardia Int’l Xxxxxxx
|
Xxxxxxx
Xxxxxxxx Xxxxxxxx, Xxxxxxxx, XX 00000
|
|
|
Xxxxxxx
Field
|
00000
Xxxxxxx Xxx’x Xxxx., Xx. Xxxxx, XX
00000
|
|
3
|
MAINLINE
STATIONS
|
| Location | Address | |
|
Logan
Int’l Airport
|
Xxxxx
International Airport, 000 Xxxxxxxx X, Xxxx Xxxxxx, XX
00000
|
|
|
Los
Angeles Int’l Airport
|
000
Xxxxx Xxx, Xxx Xxxxxxx, XX 00000
|
|
|
Manchester
Airport
|
Xxxxxxxxxx
Xxxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
|
|
|
McCarran
Int’l Airport
|
0000
Xxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000
|
|
|
Memphis
Int’l Airport
|
0000
Xxxxxxxxxx, Xxxxxxx, XX 00000
|
|
|
Miami
Int’l Airport
|
Miami
International Airport, Concourse G - 3rd Fl., Xxxxx, XX 00000
|
|
|
Xxxxxx
Int’l Airport
|
0000
Xxxxx Xxxxxxxxxxxx Xxxx, Xxxxx 000, XxXxxxx, XX 00000
|
|
|
Minneapolis/St.Xxxx
Int’l Airport
|
0000
Xxxxxxx Xxxxx, Xxxx Xxxxxxxxx, Xx. Xxxx, XX 00000
|
|
|
Montrose
County Airport
|
0000
Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000
|
|
|
Myrtle
Beach Int’l Airport
|
0000
Xxxxxxx Xx., Xxxxxx Xxxxx, XX 00000
|
|
|
Nashville
Metropolitan Airport
|
0
Xxxxxxxx Xx, Xxxxx 000, Xxxxxxxxx, XX 00000
|
|
|
New
Orleans Int’l Airport
|
000
Xxxxxxx Xxx., Xxxxxx, XX 00000
|
|
|
Newark
Liberty Int'l Airport
|
Xxxxxx
Xxxxxxx Xxxxxxx Xxxxxxxx X, Xxxxxx, XX 00000
|
|
|
Norfolk
Int’l Airport
|
0000
Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
|
|
|
X’Xxxx
Int’l Airport
|
X’Xxxx
International Airport, Xxxxxxx, XX 00000
|
|
|
Oakland
Int’l Airport
|
0
Xxxxxxx Xxxxx, Xxxxxxx, XX 00000
|
|
|
Ontario
Int’l Airport
|
0000
X. Xxxxxxx Xx., Xxxx 0000, Xxxxxxx, XX 00000
|
|
|
Orlando
Int’l Airport
|
0000
Xxxxxxx Xxxx, Xxxxxxx, XX 00000
|
|
|
Palm
Beach Int’x Xxxxxxx
|
0000
XXXX, Xxx #000, Xxxx Xxxx Xxxxx, XX 00000
|
|
|
Pensacola
Int’l Airport
|
0000
Xxxxxxx Xxxx., Xxxxxxxxx, XX 00000
|
|
|
Philadelphia
Int’l Airport
|
Philadelphia
International Airport, Concourse D, Philadelphia, PA 19153
|
|
|
Piedmont
Triad Int’l Airport
|
0000
Xxxxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000
|
|
|
Pittsburgh
Int’l Airport
|
Pittsburgh
International Airport, Main Terminal, Xxxxxxxxxx, XX
00000
|
|
|
Port
Columbus Int’l Airport
|
0000
Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000
|
|
|
Portland
Int’l Airport
|
0000
XX Xxxxxxx Xxx, Xxxxxxxx, XX 00000
|
|
|
Xxxxxxx
Xxxxxx Int’l. Airport.
|
0000
Xxxxx Xx, Xxxxxxx XX 00000
|
|
|
Reno
Tahoe Int’l Airport
|
0000
Xxxx Xxxxx Xxxx, Xxxx, XX 00000
|
|
|
Sacramento
Metropolitan Airport
|
0000
Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx, XX 00000
|
|
|
Salt
Lake Int’l Airport
|
000
Xxxxxxxx Xx., Xxxx Xxxx Xxxx, XX 00000
|
|
|
San
Antonio Int’l Airport
|
0000
Xxxxxxx Xxxx., Xxx Xxxxxxx, XX 00000
|
|
|
San
Diego Int’l Airport
|
0000
Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000
|
|
|
San
Francisco Int’l Airport
|
South
Terminal Building Tkt Counter Level, San Francisco, CA
94128
|
|
|
San
Xxxx Int’l Airport
|
0000
Xxxxxxx Xxxx, Xxxxxxxx X, Xxx Xxxx, XX 00000
|
|
|
Sarasota/Bradenton
Airport
|
0000
Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
|
|
4
|
MAINLINE
STATIONS
|
| Location | Address | |
|
Savannah
Int’l Airport
|
000
Xxxxxxx Xxx, Xxxxxxxx, XX 00000
|
|
|
Seattle-Tacoma
Int’l Airport
|
00000
Xxxxxxx Xxxxxxx Xxxxx, Xxxxxxx, XX 00000
|
|
|
Sky
Harbor Int’l Airport
|
0000
Xxx Xxxxxx Xxxx., Xxxxxxx, XX 00000
|
|
|
Southwest
Florida Int’l Airport
|
00000
Xxxxxxxxxx Xxxxxxx, Xx. Xxxxx, XX 00000
|
|
|
Tampa
Int’l Airport
|
0000
Xxxx Xxxxxx Xx., Xxxxx, XX 00000
|
|
|
Xxxxxxxx
Xxxxxxx Green Airport
|
X.
X. Xxxxx State Airport, Post Road, Warwick, RI 02886
|
|
|
Tucson
Int’l Airport
|
0000
Xxxxx Xxxxxx Xxx., Xxxxxx, XX 00000
|
|
|
Tulsa
Int’l Airport
|
0000
Xxxx Xxxxxx, Xxxxx, XX 00000
|
|
|
Washington
Dulles Int’l Airport
|
Main
Ticket Counter, Xxxxxxxxxx, XX 00000
|
|
|
Washington
National Airport
|
Xxxxxx
Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx X, Xxxxxxxxxx, XX
00000
|
|
|
Xxxx
Xxxxxx World Airport
|
0000
Xxxxxxxx Xx., Xxxxxxxx Xxxx, XX 00000
|
|
|
Yampa
Valley Regional Airport
|
00000
Xxxxx Xxxxxx Xx. 00X, Xxxxxx, XX 00000
|
|
5
|
REPAIR
SUPPLIERS
|
|
Supplier
|
Location
|
|
4
Flight Industries
|
0000
X Xxxxx Xxxxxx, Xxxxxxx, XX 00000
|
|
AAR
Hermetic
|
000
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
|
|
Acme
Electric Corporation
|
000
Xxxx 00xx Xxxxxx, Xxxxx, XX 00000
|
|
Xxxxx
Rite Aerospace Inc
|
0000
X Xxxx Xx, Xxxxxxxxx, XX 00000
|
|
Aeronca
Inc
|
0000
Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
|
|
Aerospace
Interiors Inc
|
000
Xxx Xxxxx, Xxxxxxx, XX 00000
|
|
Ail
Systems Inc
|
000
Xxxxxxx Xxxx, Xxxx Xxxx, XX 00000
|
|
Air
Cruisers Company
|
0000
Xxxxxxx 00 Xxxxx, Xxxx Xxxxxxxx, XX 0000
|
|
Air
Cruisers Company
|
00000
Xxxxxx Xxxxxx Xxxxxxxx X, Xxxxx, XX 00000
|
|
Airbase
Services Inc
|
000
Xxxxxx X, Xxxxx Xxxxxxx, XX 00000
|
|
Xxxxx
Aircraft Products Inc
|
0000
Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
|
|
American
Aerospace Corp
|
0000
Xxxxxxxx Xx., Xxxxxx, XX 00000
|
|
American
Eurocopter Llc
|
0000
Xxxxx Xxxxx, Xxxxx Xxxxxxx, XX 00000-0000
|
|
Ameron
Global Product Support
|
0000-0
Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
|
|
Ametek
Aerospace
|
Aerospace
& Power Inst., 00 Xxxxxxx Xxxx, Xxxxxxxxxx, XX 0000
|
|
Ametek
Aerospace
|
0000
Xxxxxxx Xxxxx Xxxx, Xx, Xxxxx X, Xxxxxxxx, XX 00000
|
|
Ametek
Aerospace
|
0000
Xxxxxxxx Xxx., Xxxxx Xxxx, XX 00000
|
|
Applied
Aerodynamics Inc
|
0000
Xxxxxx Xxxxxx Xx, Xxxxxx, XX 00000
|
|
Argo-Tech
Corporation
|
000
Xxxx 00xx Xxxxxx, Xxxxx Xxxx, XX 00000
|
|
Autronics
Corporation
|
00000
Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
|
|
Aviall
Battery Shop
|
0000
Xxxxxxx Xx, Xxxxxxxxx, XX 00000
|
|
Aviall
Services Inc
|
0000
Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
|
|
Aviall
Services Inc
|
0000
X Xxxxxxxxx Xx, Xxxxxxx, XX 00000
|
|
Aviall
Services Inc
|
0
Xxxxxxxxx Xx., Xxxxxxxxx, XX 00000
|
|
Avox
Systems Inc.
|
000
Xxxx Xx., Xxxxxxxxx, XX 00000-0000
|
|
Av-Ox,
Inc
|
0000
Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
|
|
Av-Ox,
Inc
|
0000
Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
|
|
Avtech
Corp
|
0000
Xxxxxxxxxxx Xxxxxx X, Xxxxxxx, XX 00000
|
|
BAE
Systems
|
Dallas
Service Center, 0000 Xxxxx Xx. Xxxx, Xxxxxx, XX 00000
|
|
BAE
Systems Controls, Inc
|
0000
Xxxxxx Xxxxxx, Xxxx 0, Xxxx Xxxxx, XX 00000
|
|
Xxxxxxxx
Inc
|
0000
X.X. 00xx Xxxxxx, Xxxxx, XX 00000
|
|
Xxxxx
Controls Aerospace
|
0000
Xxx Xxxx Xxxxxx, Xxxxxxx, XX 00000
|
|
BE
Aerospace
|
00000
Xxxxxx Xxxx, Xxxxxx, XX 00000
|
|
BE
Aerospace ISG
|
0000
X. Xxxxxxx Xxxxxx Xxxxxx Xxxxxxxx, Xxxxxxx, XX 00000
|
|
XX
Xxxxxxxx Aircraft
|
Repairs/Cust
Service, 000 Xxxxxx Xxxx, Xxxxxxxxx, XX 00000
|
|
XX
Xxxxxxxx Wheel/Tire/ Brakes
|
00
X Xxxxxxxx Xx, Xxxx Xxxxxxxxx, XX 00000
|
|
Boeing
Company Airplane Div
|
Spares
Distribution Center, Repair And Overhaul Area, 0000 X. 000xx Xx.,
Xxxx
X00, Xxxxxx, XX 00000
|
|
Boeing
Company Airplane Div
|
M/S
34-02/Col X0, 0000 X. 000xx Xx. Xxxx X00, Xxxxxx, XX
00000
|
|
Boeing
Company Airplane Div
|
Doors
2 And 7 Bfe, Spe, Sfe, 000 Xxxxxx Xxx Xxxxx, Xxxxxx, XX
00000
|
|
Boeing
Company Airplane Div
|
The
Boeing Company Arsc, XX Xxx 000, Xxxxxxxx Xxxx, Xxxxxxxx #0, Xxxxxxxxx,
XX, 00000
|
6
|
REPAIR
SUPPLIERS
|
| Supplier | Location |
|
Boeing
Company Airplane Div
|
The
Boeing Co Wichita Div, 0000 X. Xxxxxx, Xxxxxxxx 0-000X, Xxxxxxx,
XX
00000-0000
|
|
Boeing
Long Beach Division
|
000
X. 000xx Xx. Mail Code 182/65, Xxxx Xxxxx, XX 00000
|
|
Carleton
Technologies Inc
|
00
Xxxxxx Xxxxx, Xxxxxxx Xxxx, XX 00000
|
|
CFAN
|
0000
Xxxxxxxxxx Xxx, Xxx Xxxxxx, XX 00000
|
|
Circle
Seal Corporation
|
Return
Materials, 0000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
|
|
Continental
Airlines
|
Interior
Shop(Xxxxxx Xx), 0000 Xxxxxx Xx, Xxxxxxx, XX 00000
|
|
Continental
Airlines
|
Orlando
Intl Airport, 0000 Xxxx Xx, Xxxxx 000, Xxxxxxx, XX
00000
|
|
Continental
Airlines, Inc.
|
Electric
Shop, 0000 Xxxxxxxx Xxxx 0, Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
Sheetmetal
Shop, Bldg 8, 0000 Xxxxxxxxx, Xxxxxxx, XX 00000
|
|
Continental
Airlines, Inc.
|
Houston
Hobby Seat Shop, 0000 Xxxxxxxxx, Xxxxxxx, XX 00000
|
|
Crane
Co Hydro-Aire Division
|
0000
Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
|
|
Xxxxxxx-Xxxxxx
Flight Sys
|
000
Xxx Xxxxxxx Xxxxxxx Xx., Xxxx X, Xxxxxx, XX 00000
|
|
Dayton
Xxxxxxx Aviation Inc
|
0000
Xx 0xx Xxx, Xx Xxxxxxxxxx, XX 00000-0000
|
|
Xxxxxxxx
Als Inc
|
00000
Xxxxxx Xxxxxx, Xxxxxx Xxxxx, XX 00000
|
|
Eaton
Aeroquip Inc
|
XX
Xxx 000, Xxxxxxxxxxx Xxxx, Xxxxxx, XX 00000
|
|
Xxxxx
Aerospace
|
0000
Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000
|
|
Xxxxx
Aerospace Llc
|
0000
Xxxxxxxxx Xxxxxx X.X., Xxxxx Xxxxxx, XX 00000
|
|
Xxxxx
Corporation
|
Pressure
Sensor Division, 00 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
|
|
Xxxxx
Corporation
|
Sterer
Products, 0000 Xxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, XX
00000
|
|
Edo
Corporation
|
Fiber-Science
Division, 0000 Xxxxx 000 Xxxx, Xxxx Xxxx Xxxx, XX 00000
|
|
EFSs
Aerospace Inc 643247
|
00000
Xxxxxx Xxxxxxxx, Xxxxxxxx, XX 00000
|
|
Eldec
Corporation
|
00000
00Xx Xxxxxx Xxxx, Xxxxxxxx, XX 00000-0000
|
|
Electronic
Cable Specialists
|
0000
X Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000-0000
|
|
Envirovac
Inc
|
0000
Xxxxxx Xxxxx, Xxxxxxxx, XX 00000
|
|
Fadec
International
|
0000
Xxxxxx Xx Xxxx Xxxxx, XX 00000
|
|
Xxxxxxxxx
Controls Corp
|
000
Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
|
|
Xxxxxxx
Engineering &
|
000
Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000-0000
|
|
Fr-Hitemp
Ltd
|
00000
Xxxx 00xx Xxxxxx, Xxxxxx, XX 00000
|
|
Xxxxxx
Aerospace, Inc
|
0000
Xxxxxxx Xx, Xxxxxxxx, XX 00000
|
|
Gables
Engineering Inc
|
000
Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000
|
|
GE
Engine Services Dallas
|
0000
Xxxxxx Xx, Xxxxxx, XX 00000
|
|
GE
Engine Services, Inc
|
X/X
Xxxxxx Xxxxxxxxx, 00 Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
|
|
GE
Engine Services, Inc
|
0000
Xxxxxxx Xxxx, Xxxxxxx, XX 00000
|
|
GE
Engine Services, Inc
|
Amtec
Accessories, Llc., 0000 X.X. 00xx Xxxxxx, Xxxxx, XX
00000
|
|
GE
Engine Services, Inc
|
Xxxxxxxx
Field Industrial Park, Xx Xxx 000, Xxxxxxxx Xxxx, XX
00000
|
|
GE
Engine Services, Inc
|
C/O
Honeywell Intl Inc, 0 Xxxxx Xxxxxxx Xx, Xxxxxxxx, XX
00000
|
|
GE
Engine Services, Inc
|
C/O
Unison Industries, 0000 Xxxxx Xxx 00, Xxxxxxx, XX 00000
|
|
GE
Engine Services, Inc
|
C/O
H&L Accessory Inc, 0000 Xxx Xxxxxxxx Xx, Xxxxx, XX
00000
|
7
|
REPAIR
SUPPLIERS
|
| Supplier | Location |
|
GE
Engine Services, Inc
|
C/O
Grand Prairie Accessory, 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxxx, XX
00000
|
|
GE
Engine Services, Inc
|
C/O
Triumph Thermal Systems, 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX
00000
|
|
GE
Engine Services, Inc
|
000
Xxxx Xxxxxxxxxxxxx Xx., Xxxxxxxxxx, XX 00000
|
|
GE
Engine Services, Inc
|
C/O
Argo-Tech Corp, 000 Xxxxx Xxxxxx Xxx, Xxxxxxxxx, XX
00000
|
|
GE
Engine Services, Inc
|
C/O
Unison Industries, 0000 Xxxxxxxxxx Xxx, Xxxxxxxxxxxx, XX
00000
|
|
GE
On Wing Support Inc
|
000
Xxxx Xxxxxx Xx, Xxx 000, Xxxxxxxxx, XX 00000
|
|
General
Dynamics Ots, Inc.
|
0000
Xxxxxxx Xx. Xx, Xxxxxxxx 00X, Xxxxxxx, XX 00000
|
|
General
Electric-Aemc Xxxxxxxx
|
Xxxxxxxx
Field Industrial Park, Arkansas City, KS 67005
|
|
Gkn
Aerospace Chem-Tronics Inc
|
0000
X. Xxxxxxx, Xx Xxxxx, XX 00000
|
|
Xxxxxxxx
|
0000
Xxx 00 Xxxxx, Xxxxxxxxx, XX 00000
|
|
Xxxxxxxx
Aerostructures
|
000
Xxxxxx Xxxxxxx, Xxxxx Xxxxx, XX 00000
|
|
Xxxxxxxx
Corporation
|
0000
Xxxxxxxxxx Xx, Xxxxxxxxxx, XX 00000
|
|
Xxxxxxxx
Corporation
|
0000
Xxxxxx Xxxxx, Xxxxxx, XX 00000
|
|
Xxxxxxxx
Corporation
|
0000
Xxxx Xxxxxx Xxxxx, Xxxxxx, XX 00000
|
|
Xxxxxxxx
Corporation
|
000
Xxxxxxxxx Xx, Xxxxxxx, XX 00000
|
|
Xxxxxxxx
Corporation
|
Landing
Gear Division, 0000 X X. 000xx Xx, Xxx Xxxxx, XX 00000
0000
|
|
Xxxxxxxx
Xxxxxxxxxxx
|
Xxxxxxxxxx
Xx., Xx00, Xxxxx, XX 00000
|
|
Xxxxxxxx
Corporation
|
00
Xxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000-0000
|
|
Xxxxxxxx
Corporation
|
Foley
Service Center, 0000 Xxxx Xxxx Xxxxxx, Xxxxx, XX 00000
|
|
Xxxxxxxx
Corporation
|
0000
Xx 0xx Xxxxxx, Xxxxxxx, XX 00000
|
|
Xxxxxxxx
Corporation
|
Everett
Service Center, 0000 000xx Xxxxxx Xx, Xxxxxxx, XX
00000-0000
|
|
Xxxxxxxx
Corporation
|
0000
X. Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxx, XX 00000-0000
|
|
Xxxxxxxx
Pump & Engine Control
|
Xxxxxxx
Xxxx, Xxxx Xxxxxxxx, XX 00000
|
|
Grand
Prairie Accessory Svcs
|
0000
Xxxxxxxx Xxxxx, Xxxxx Xxxxxxx, XX 00000
|
|
Xxxxxxxx
Sundstrand
|
0000
Xxxxxxxx, Xxxxxxx, XX 00000
|
|
Xxxxxxxx
Sundstrand
|
Rockford
Repair Station, 0000 Xxxxxxxx Xxxx, Xxxxxxxx, XX
00000-0000
|
|
Xxxxxxxx
Sundstrand
|
0000
Xxxxxx Xxxx, XX Xxx 00000, Xxx Xxxxx, XX 00000
|
|
Xxxxxxxx
Sundstrand
|
00000X
X. Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, XX 00000
|
|
Xxxxxxxx
Sundstrand
|
0000
Xxxxxxxx Xx, Xxxxxxx, XX 00000
|
|
Xxxxxxxx
Sundstrand
|
Sundstrand
Aerospace, 0000 00xx Xxxxxx, Xxxxxxxx, XX 00000
|
|
Xxxxxxxx
Sundstrand Corp
|
0
Xxxxxxxx Xx. Xxx X. Xxxxxxx Xxxxx, XX 00000
|
|
Hawker
Pacific Inc
|
00000
Xxxxxxx Xxx, Xxx Xxxxxx, XX 00000
|
|
Heath
Tecna Interior Spares
|
0000
Xxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000
|
|
Honeywell
|
Trade-In
Credits & New LRU, Returns, Xxxxxxx, XX 00000
|
|
Honeywell
Inc
|
0000
Xxxxxxxxxx Xx., Xxxxxx, XX 00000
|
|
Honeywell
Inc
|
0000
Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
|
|
Honeywell
Inc
|
0000
Xxxx Xxx X X, Xxxxxx, XX 00000
|
|
Honeywell
Inc
|
0000
Xxxxxxxxx Xxxx., Xxxx Xxxxxx, XX 00000-0000
|
|
Honeywell
International Inc
|
0000
X. Xxx Xxxxxx Xxxxxx, Xxxxxxx, XX
00000
|
8
|
REPAIR
SUPPLIERS
|
| Supplier | Location |
|
Honeywell
International Inc
|
R
& O Receiving, R & O Receiving, Xxxxx, XX 00000
|
|
Honeywell
International Inc
|
Xxxxxxx
Operation, 000 Xxxxx Xxxx Xxxxxx, Xxxxx Xxxx, XX 00000
|
|
Honeywell
International Inc
|
1730
No Topping, Xxxxxx Xxxx, XX 00000
|
|
Honeywell
International Inc
|
000
Xxxxxx Xxxx, Xxxxxxxxx, XX 00000
|
|
Honeywell
International Inc
|
0000
X. Xxxxxxxx, Xxxxx, XX 00000
|
|
Honeywell
International Inc
|
0000
Xxxx Xxx X X, Xxxxxx, XX 00000
|
|
Honeywell
International Inc
|
0000
X. Xxxxxxx Xxxxx Xx, Xx. Xxxxxxxxxx, XX 00000
|
|
Honeywell
International Inc
|
00000
X Xxxxxx Xx, Xxxxxx, XX 00000-0000
|
|
Honeywell
International Inc
|
0
Xxxxx Xxxxxxx Xxxxx, Xxxxxxxx, XX 00000
|
|
Honeywell
International Inc
|
Engines
& Systems -Torrance, 00000 Xxx Xxxx Xxx., Xxxxxxxx, XX
00000
|
|
Honeywell/Xxxxxx
|
Product
Support Group, 000 Xxxxx Xxx, Xxxxxx, XX 00000
|
|
Xxxxxx
Industries
|
0000
X.X. 00xx Xxxxxx, Xxxxx, XX 00000
|
|
Hr
Textron Inc
|
00000
Xxxx Xxx Xxx Xx, Xxxxxxxx, XX 00000
|
|
I
T
T Aerospace Controls
|
Repair
And Overhaul, 00000 Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000
|
|
Xxxxxxxxx
U.S.A.
|
00
Xxxxx Xxx, Xxxxxxxxx, XX 00000
|
|
In
Eros Corporation
|
0000
Xxxxx Xxxxxxx Xx., Xxxxxx, XX 00000
|
|
Intech
Aerospace Services
|
0000
X Xxx Xxxxxxx Xxxx X, Xxxxx 000, Xxxxxxx, XX 00000
|
|
Intech
Aerospace Services
|
0000
X Xxx Xxxxxxx Xxxx X, Xxxxx 000, Xxxxxxx, XX 00000-0000
|
|
Intertechnique
Svcs America
|
0000
X. Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
|
|
Ipeco
Inc
|
0000
Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
|
|
Island
Equipment Co
|
Xxxxx
0X, Xxxx, Xxxx, 00000
|
|
Israel
Aircraft Ind Ltd
|
Iai
X/X Xxx Xxxxxx Xxx & Xxxxx, Xxxxxxxx #00 Xxx Int'L Airport, Xxxxxxx,
XX 00000
|
|
Jamco
America
|
0000
00xx Xx Xx, Xxxxxxx, XX 00000
|
|
Kaiser
Aerospace & Electronics
|
00000
X Xxx Xxxx Xxxxxx, Xxxxxx, XX 00000
|
|
Kavlico
Corporation
|
00000
Xxx Xxxxxxx Xxx., Xxxxxxxx, XX 00000
|
|
Kidde
Aerospace
|
0000
Xxxxxxx Xx, Xx Xxxx. X, Xxxxxx, XX 00000-0000
|
|
Kollsman
Instruments
|
000
Xxxxxx Xxxxxxx Xxx, Xxxxxxxxx, XX 00000
|
|
Kps
N.A. Inc
|
000-X
Xxxxx Xxxx, Xxxxxxxxxx, XX 00000
|
|
Kulite
Semiconductor Prod.
|
Xxx
Xxxxxx Xxxx Xxxx, Xxxxxx, XX 00000
|
|
L3
Communications Aviation
|
0000
Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000-0000
|
|
L3
Communications Avionics Sys.
|
0000
X.X 00 Xxxxxx, Xx Xxxxxxxxxx, XX 00000
|
|
Xxxxx
Corp
|
0000
Xxxxxxxxxxxx Xxx, Xxxxx Xxxx, XX 00000-0000
|
|
Limco-Airepair,
Inc
|
0000
X. Xxxxxx Xxx., Xxxxx, XX 00000
|
|
Matsushita
Avionics Systems
|
0000
Xxxxx Xxxxxxxx Xx #000, Xxxxxxx, XX 00000
|
|
Med-Air
|
00000
X. 00 Xxx., Xxxxx 00, Xxxxxxx, XX 00000
|
|
Meggitt
Safety Systems, Inc
|
0000
Xxxxxxx Xxxxxx, Xxxx Xxxxxx, XX 00000-0000
|
|
Xxxxxxx
Services
|
America,
Inc., 00000 Xxxxxx Xxx, Xxxxxxxx, XX 00000-0000
|
|
Xxxxxxx-Bugatti
Systems Inc
|
0000
Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000
|
|
Middle
River Aircraft Sys
|
000
Xxxxxxxxxx Xxxx Xxxxx, Xxxxxxxxx, XX 00000
|
|
Miltope
Corp
|
000
Xxxxxxxxxx Xxxx Xxxxx, Xxxx Xxxx, XX 00000
|
|
Monogram
Sanitation
|
0000
Xxxxx Xxxxxxx Xx., Xxxxxx, XX 00000
|
9
|
REPAIR
SUPPLIERS
|
| Supplier | Location |
|
Moog
Inc
|
0000
Xxxxx 0000 Xxxx, Xxxx Xxxx Xxxx, XX 00000
|
|
Moog
Inc
|
Aircraft
Group, Plant 24 Receiving, Xxxxxx & Xxxxxxx Xx., Xxxx Xxxxxx, XX
00000
|
|
Mpc
Products Corp
|
0000
X Xxxxxx Xxx., Xxxxx, XX 00000
|
|
Nabtesco
Aerospace Inc
|
00000
X.X. 00xx Xxxxx, Xxxxxxx, XX 00000
|
|
Nordam
Group Inc
|
00000
Xxxx Xxxx Xxxxxx, Xxxxx, XX 00000
|
|
Nordam
Group Inc
|
0000
X. Xxxxxxxx, Xxxxx, XX 00000
|
|
Nordam-Texas
|
0000
Xxxx Xxxxx Xx, Xx. Xxxxx, XX 00000
|
|
North
American Airlines
|
Bld
75, Room 000, Xxx Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxx, XX
00000
|
|
Northrop
Grumman, Xxxxxx
|
00000
Xxxxxxx Xxxx, Xxxxxxxx Xxxxx, XX 00000
|
|
Oeco
Llc
|
0000
X.X. Xxxxxxxxxxxxx Xxx, Xxxxxxxxx, XX 00000
|
|
X
X
Xxxxxx Controls, Inc
|
0000
Xxxxxx, Xxxxxxxx Xxxxx, XX 00000
|
|
Pacific
Scientific
|
Electro
Kinetics Div, 0000 Xxxx Xxxx, Xxxxxxxxxxx, XX 00000
|
|
Pacific
Scientific
|
0000
X Xxxxxxxxx Xxx, Xxxxx 000, Xxxxxx, XX 00000
|
|
Pacific
Scientific
|
00000
Xx 000xx Xx # 0, Xxxxx, XX 00000
|
|
Page
Aerospace
|
Suite
110, 00000 00xx Xxx X.X., Xxxxxxx, XX 00000-0000
|
|
Pall
Aeropower Corp
|
Cage
Code 60047, Xxx Xxxx Xxxxxx, XX 00000-0000
|
|
Panasonic
Avionics Corp
|
00000
00xx Xxxxx X.X., Xxxxxxx, XX 00000
|
|
Parker
Hannifin
|
Parker
Hannifin, 0000 Xxxxxxx Xxx Xxxx, Xxxxxx, XX 00000
|
|
Parker
Hannifin
|
0000
Xxxxxx Xxx., Xxxxxxxxx, XX 00000 4165
|
|
Parker
Hannifin Corp
|
Gull
Electronics Sys. Div, 000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, XX
00000
|
|
Parker
Hannifin Corp
|
00000
Xxxxx Xxxxxxx, Xxxxxx, XX 00000
|
|
Parker
Hannifin Corp
|
Customer
Support, 00000 Xxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000 4917
|
|
Pneudraulics
|
0000
Xxxxx, Xxxxxx Xxxxxxxxx, XX 00000
|
|
Ppg
Industries Inc
|
0000
Xxxxxxx 00 Xxxx, Xxxxxxxxxx, XX 00000
|
|
Premium
Aircraft Interior
|
Xxxx
Xxxxx Corporate Park, 0000 Xxxxx 000xx Xxxxxx, Xxxxxxxx X, Xxxx,
XX
00000
|
|
Pti
Technologies, Inc.
|
000
Xxx Xxxxx Xxxx, Xxxxxx, XX 00000
|
|
Radiant
Power Corp
|
0000
Xxxxxxxx Xxxxx, Xxx X, Xxxxxxxx, XX 00000
|
|
Rockwell
Xxxxxxx
|
0000
Xxxxxxxxx Xxxxxx Xx., #X, Xxxxx, XX 00000
|
|
Rockwell
Xxxxxxx
|
00000
Xxx Xxx, Xxxxxx, XX 00000
|
|
Rockwell
Xxxxxxx Avionics
|
0000
Xxxxxxxxxx Xxxxxxx, Xxxxxxx, XX 00000
|
|
Rockwell
Xxxxxxx Avionics
|
0000
Xxxxxxx Xxxx, Xxxxxxx, XX 00000 1949
|
|
Rockwell
Xxxxxxx Avionics
|
0000
Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000-0000
|
|
Rockwell
Xxxxxxx Avionics
|
000
Xxxxxx Xxx Xx, Xxxxxx, XX 00000
|
|
Rockwell
Xxxxxxx Avionics
|
000
Xxxxxxx Xxxx X.X., Xxxxx Xxxxxx, XX 00000
|
|
Xxxxxxxx
Kratos
|
00000
Xxx Xxxxxx, Xxxxxx, XX 00000
|
|
Rosemount
Aerospace Inc
|
0000
Xxxxx Xxxx, Xxxxx, XX 00000-0000
|
|
Rosemount
Aerospace Inc
|
00000
Xxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
|
|
Xxxxxxx
Aerospace, Inc.
|
00000
Xx 000Xx Xxxxx, Xxxxx, XX 00000
|
|
Xxxxx
Aviation
|
000
Xxxx Xxxxxx, Xxxxxxx Xxxxxxxxxx, Xxxxxxxxx, XX 00000
|
|
Senior
Flexonics Inc
|
Metal
Belows Division, 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxx, XX
00000
|
|
Xxxx
Aero Devices Inc
|
0000
Xxxx Xxxx., Xxxxxx, XX 00000
|
10
|
REPAIR
SUPPLIERS
|
| Supplier | Location |
|
Sicma
Aero Seat Services, Inc
|
00000
00xx Xxx. Xx Xxx 000, Xxxxxxx, XX 00000
|
|
Skyway
Communication Holding
|
Aviation
Division, 0000 Xxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX
00000
|
|
Smiths
Aerospace Activation
|
0000
Xxxxxxxx Xxx Xx, Xxxxxx, XX 00000
|
|
Smiths
Aerospace Acuation
|
0000
X Xxxxxxxxxx Xxx, Xxxxxx, XX 00000
|
|
Smiths
Aerospace Electronic
|
00000
Xxx Xxx Xxx, Xxxxx Xxxxx, XX 00000
|
|
Smiths
Industries
|
00000
Xxxxxxxxx Xxxx. Xxxx X, Xxxxxxxxxx, XX 00000-0000
|
|
Smiths
Industries
|
XX
Xxx 0000, 00000 Xxxxxxxxx Xxxx, Xxxxxxxxxx, XX. 33518
|
|
Smiths
Industries
|
Aerospace
& Defense Sys Inc, 000 Xxxx Xxxxxxxx Xxxx, Xxxxxxxx, XX
00000-0000
|
|
Smiths
Industries
|
0000
Xxxxxxxxx Xxx., Xxxxx Xxxxxx, XX 00000-0000
|
|
Smiths
Industries Acuation Sys
|
000
Xxxxxxxxx Xxxxxxx, Xx. Xxx, Xxxxxxxx, XX 00000
|
|
Sonico
Inc
|
Xxxx
000, Xxxxx Xxxx, XX 00000
|
|
Soundair
|
0000
Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
|
|
Southern
Aeroparts, Inc.
|
00000
X. Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx, XX 00000
|
|
Spectra
Lux Corporation
|
00000
000xx Xx. X.X., Xxxxxxx, XX 00000
|
|
Spirit
Aerosystems, Inc.
|
0000
X. Xxxxxx, Xxxxxxx, XX 00000-0000
|
|
Sunrise
Avionics Inc
|
000
X Xxxxxxxxx #00, Xxxxxxx, XX 00000
|
|
Telair
International
|
0000
Xxxxxxxx Xxxxx, Xxxxxx, XX 00000
|
|
Teledyne
Controls
|
00000
Xxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, XX 00000
|
|
Thales
Avionics, Inc.
|
000
Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000
|
|
Transdigital
Comm Corporation
|
000
Xxxxx Xxxxxx, Xxxx, XX 00000
|
|
Triumph
Airborne Structures
|
000
Xxxxxxxxxx Xxxxx, Xxx Xxxxxxx, XX 00000
|
|
Triumph
Thermal Systems Inc
|
000
Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
|
|
Tyco
Electronics
|
Div.-Cii
Technologies, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX
00000
|
|
Unicorp
Systems Inc
|
0000
Xxxx 00xx Xxxxx, Xxxxx, XX 00000-0000
|
|
Unison
Industries
|
0000
Xxxxx Xxx 00, Xxxxxxx, XX 00000
|
|
Unison
Industries
|
0000
Xxx Xxxxxxx Xxx, Xxxxxxxxxxxx, XX 00000
|
|
United
Instruments Inc
|
0000
Xxxxxxxx Xxxxxx, Xxx Xxxxxxxx Xxx Repair Center, Xxxxxxx, XX
00000
|
|
XX
Air Inc
|
Greater
Pittsburg Apt, Xxxxxxxxx, XX 00000
|
|
Vibro-Metr
Inc
|
00
Xxxxx Xxxx, Xxxxxxxxxx, XX 00000
|
|
West
Coast Specialties Inc
|
0000
000xx Xxxxx Xx, Xxxxxxxx, XX 00000
|
|
Xxxxxxxxx
Controls Inc
|
00000
Xxxxxxx Xx, Xxxxx Xxxxxxxxx, XX 00000
|
|
Xxxxxxxx
Governor Co
|
0
Xxxxxxxx Xxx, Xxxxxxx, XX 00000
|
11
