Exhibit 10.1 (a)
Execution Version
Note: Any representations and warranties of a party set forth in this agreement (including all
exhibits and schedules) have been made solely for the benefit of the other party to the agreement.
Some of those representations and warranties were made only as of the date of the agreement or such
other date as specified in the agreement, may be subject to a contractual standard of materiality
different from what may be viewed as material to stockholders, or may have been used for the
purpose of allocating risk between the parties rather than establishing matters as facts. The
agreement is included with this filing only to provide investors with information regarding the
terms of the agreement, and not to provide investors with any other factual or disclosure
information regarding the registrant or its business.
Among
DELTA AIR LINES, INC.,
as Borrower,
and
THE SUBSIDIARIES OF THE BORROWER NAMED HEREIN,
as Guarantors
and
THE LENDERS PARTY HERETO,
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and Collateral Agent
UBS SECURITIES LLC,
as Syndication Agent
X.X. XXXXXX SECURITIES INC.,
as Co-Lead Arranger and Joint Bookrunner
XXXXXX BROTHERS INC.,
as Co-Lead Arranger and Joint Bookrunner
UBS SECURITIES LLC,
as Joint Bookrunner
CALYON New York Branch,
as Co-Documentation Agent
TABLE OF CONTENTS
(continued)
Page
RBS Securities Corporation,
as Co-Documentation Agent
Dated as of April 30, 2007
ii
Table of Contents
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Page |
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SECTION 1. DEFINITIONS |
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2 |
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SECTION 1.01. Defined Terms |
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2 |
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SECTION 1.02. Terms Generally |
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42 |
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SECTION 1.03. Accounting Terms; GAAP |
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42 |
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SECTION 2. AMOUNT AND TERMS OF CREDIT |
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43 |
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SECTION 2.01. Commitments of the Lenders; Credit-Linked Deposit Loans |
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43 |
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SECTION 2.02. Letters of Credit |
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44 |
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SECTION 2.03. Requests for Borrowings |
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52 |
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SECTION 2.04. Funding of Borrowings |
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54 |
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SECTION 2.05. Interest Elections |
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55 |
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SECTION 2.06. Limitation on Eurodollar Tranches |
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56 |
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SECTION 2.07. Interest on Loans |
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56 |
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SECTION 2.08. Default Interest |
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56 |
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SECTION 2.09. Alternate Rate of Interest |
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57 |
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SECTION 2.10. Amortization of Credit-Linked Deposits; Repayment of Loans; Evidence of Debt |
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57 |
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SECTION 2.11. Optional Termination or Reduction of Commitment; Reduction of Credit-Linked Deposits |
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58 |
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SECTION 2.12. Mandatory Prepayment; Commitment Termination |
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59 |
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SECTION 2.13. Optional Prepayment of Loans |
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60 |
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SECTION 2.14. Increased Costs |
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61 |
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SECTION 2.15. Break Funding Payments |
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63 |
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SECTION 2.16. Taxes |
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63 |
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SECTION 2.17. Payments Generally; Pro Rata Treatment |
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65 |
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SECTION 2.18. Mitigation Obligations; Replacement of Lenders |
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66 |
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SECTION 2.19. Certain Fees |
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67 |
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SECTION 2.20. Commitment Fee |
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67 |
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SECTION 2.21. Letter of Credit Fees |
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67 |
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SECTION 2.22. Nature of Fees |
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68 |
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SECTION 2.23. Right of Set-Off |
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68 |
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SECTION 2.24. Security Interest in Letter of Credit Account |
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69 |
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SECTION 2.25. Payment of Obligations |
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69 |
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SECTION 2.26. Defaulting Lenders |
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69 |
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SECTION 2.27. Credit-Linked Deposit Account |
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70 |
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SECTION 2.28. Currency Equivalents |
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71 |
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SECTION 3. REPRESENTATIONS AND WARRANTIES |
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71 |
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SECTION 3.01. Organization and Authority |
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71 |
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SECTION 3.02. Air Carrier Status |
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71 |
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i
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Page |
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SECTION 3.03. Due Execution |
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72 |
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SECTION 3.04. Statements Made |
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72 |
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SECTION 3.05. Financial Statements; Material Adverse Change |
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73 |
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SECTION 3.06. Ownership |
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73 |
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SECTION 3.07. Liens |
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73 |
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SECTION 3.08. Use of Proceeds |
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73 |
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SECTION 3.09. Litigation and Environmental Matters |
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73 |
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SECTION 3.10. FAA Slot Utilization |
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74 |
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SECTION 3.11. Primary Foreign Slot Utilization |
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74 |
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SECTION 3.12. Primary Route Utilization |
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74 |
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SECTION 3.13. Margin Regulations; Investment Company Act |
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75 |
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SECTION 3.14. ERISA |
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75 |
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SECTION 3.15. Properties |
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75 |
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SECTION 3.16. Perfected Security Interests |
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76 |
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SECTION 3.17. Payment of Taxes |
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76 |
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SECTION 3.18. Section 1110 |
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77 |
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SECTION 4. CONDITIONS OF LENDING |
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77 |
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SECTION 4.01. Conditions Precedent to Initial Loans and Initial Letters of Credit |
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77 |
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SECTION 4.02. Conditions Precedent to Each Loan and Each Letter of Credit |
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83 |
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SECTION 5. AFFIRMATIVE COVENANTS |
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84 |
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SECTION 5.01. Financial Statements, Reports, etc. |
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84 |
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SECTION 5.02. Existence |
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88 |
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SECTION 5.03. Insurance |
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88 |
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SECTION 5.04. Maintenance of Properties |
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89 |
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SECTION 5.05. Obligations and Taxes |
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89 |
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SECTION 5.06. Notice of Event of Default, etc. |
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89 |
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SECTION 5.07. Access to Books and Records |
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90 |
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SECTION 5.08. Compliance with Laws |
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90 |
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SECTION 5.09. Appraisal Reports and Field Audits |
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91 |
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SECTION 5.10. FAA and DOT Matters; Citizenship |
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92 |
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SECTION 5.11. FAA Slot Utilization |
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92 |
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SECTION 5.12. Primary Foreign Slot Utilization |
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92 |
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SECTION 5.13. Primary Route Utilization |
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93 |
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SECTION 5.14. Additional Subsidiaries |
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93 |
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SECTION 5.15. [Reserved] |
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93 |
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SECTION 5.16. Additional Collateral; Additional Grantors |
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93 |
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SECTION 5.17. Pledged Spare Parts |
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94 |
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SECTION 5.18. Further Assurances |
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94 |
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SECTION 5.19. Post Closing Items |
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95 |
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ii
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Page |
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SECTION 6. NEGATIVE COVENANTS |
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95 |
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SECTION 6.01. Liens |
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95 |
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SECTION 6.02. Merger, etc. |
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98 |
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SECTION 6.03. Indebtedness |
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99 |
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SECTION 6.04. Fixed Charge Coverage |
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101 |
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SECTION 6.05. Unrestricted Cash Reserve |
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102 |
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SECTION 6.06. Coverage Ratio |
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102 |
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SECTION 6.07. Dividends; Capital Stock |
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103 |
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SECTION 6.08. Transactions with Affiliates |
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104 |
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SECTION 6.09. Investments, Loans and Advances |
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104 |
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SECTION 6.10. Disposition of Assets |
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107 |
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SECTION 6.11. Nature of Business |
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107 |
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SECTION 6.12. Fiscal Year |
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107 |
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107 |
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SECTION 7. EVENTS OF DEFAULT |
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107 |
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SECTION 7.01. Events of Default |
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107 |
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SECTION 8. THE AGENTS |
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111 |
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SECTION 8.01. Administration by Agents |
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111 |
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SECTION 8.02. Rights of Administrative Agent and Collateral Agent |
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111 |
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SECTION 8.03. Liability of Agents |
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111 |
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SECTION 8.04. Reimbursement and Indemnification |
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112 |
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SECTION 8.05. Successor Agents |
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113 |
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SECTION 8.06. Independent Lenders |
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113 |
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SECTION 8.07. Advances and Payments |
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113 |
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SECTION 8.08. Sharing of Setoffs |
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114 |
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SECTION 8.09. Other Agents |
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114 |
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SECTION 9. GUARANTY |
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115 |
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SECTION 9.01. Guaranty |
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115 |
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SECTION 9.02. No Impairment of Guaranty |
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116 |
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SECTION 9.03. Continuation and Reinstatement, etc. |
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116 |
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SECTION 9.04. Subrogation |
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116 |
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SECTION 10. MISCELLANEOUS |
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117 |
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SECTION 10.01. Notices |
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117 |
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SECTION 10.02. Successors and Assigns |
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118 |
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SECTION 10.03. Confidentiality |
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121 |
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SECTION 10.04. Expenses; Indemnity; Damage Waiver |
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122 |
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SECTION 10.05. Governing Law; Jurisdiction; Consent to Service of Process |
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123 |
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SECTION 10.06. No Waiver |
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124 |
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SECTION 10.07. Extension of Maturity |
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124 |
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SECTION 10.08. Amendments, etc. |
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124 |
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iii
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Page |
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SECTION 10.09. Severability |
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125 |
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SECTION 10.10. Headings |
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125 |
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SECTION 10.11. Survival |
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125 |
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SECTION 10.12. Execution in Counterparts; Integration; Effectiveness |
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126 |
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SECTION 10.13. USA Patriot Act |
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126 |
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SECTION 10.14. Registrations with International Registry |
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126 |
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SECTION 10.15. WAIVER OF JURY TRIAL |
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126 |
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iv
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ANNEX A
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Commitment Amounts; Credit-Linked Deposits |
EXHIBIT A
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Form of First Lien Real Estate Mortgage |
EXHIBIT B
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Form of First Lien Security Agreement |
EXHIBIT C
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Form of First Lien Pledge Agreement |
EXHIBIT D
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Form of First Lien Slot, Gate and Route Security and Pledge Agreement |
EXHIBIT E
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Form of First Lien Aircraft Mortgage |
EXHIBIT F-1
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Form of First Lien Trademark Security Agreement |
EXHIBIT F-2
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Form of First Lien Patent Security Agreement |
EXHIBIT F-3
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Form of First Lien Copyright Security Agreement |
EXHIBIT G-1
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Form of Opinion of Xxxxx Xxxx & Xxxxxxxx |
EXHIBIT G-2
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Form of Opinion of Xxxxxxxxxx Xxxxxxxx LLP |
EXHIBIT G-3
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Form of Opinion of Xxxxxxx Xxxxxxxx & Xxxxxxx PLL |
EXHIBIT G-4 -
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Form of Opinion of Akerman Senterfitt |
EXHIBIT G-5 -
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Form of Opinion of Morris, Nichols, Arsht & Xxxxxxx LLP |
EXHIBIT G-6 -
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Form of Opinion of Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx |
EXHIBIT H
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Form of Instrument of Assumption and Joinder |
EXHIBIT I
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Form of Intercreditor Agreement |
EXHIBIT J
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Form of Assignment and Acceptance |
EXHIBIT K
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Form of Eligible Accounts Receivable Calculation Certificate |
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SCHEDULE 1.01(a)
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Excluded Flight Simulators |
SCHEDULE 1.01(b)
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Immaterial Subsidiaries |
SCHEDULE 1.01(c)
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Restricted Accounts |
SCHEDULE 1.01(d)
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Restructuring Aircraft |
SCHEDULE 3.06
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Subsidiaries |
SCHEDULE 3.07
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Existing Liens |
SCHEDULE 3.09
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Litigation |
SCHEDULE 3.14
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ERISA |
SCHEDULE 3.15(a)
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Real Property Interests |
SCHEDULE 3.17
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Taxes |
SCHEDULE 3.18
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-
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Pre 10/22/94 Section 1110 Collateral |
SCHEDULE 5.16
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-
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737-800 Aircraft Agreements |
SCHEDULE 6.03
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Indebtedness |
SCHEDULE 6.08
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Transactions with Affiliates |
SCHEDULE 6.09
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-
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Existing Investments |
v
FIRST LIEN REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of April 30, 2007, among DELTA
AIR LINES, INC., a Delaware corporation (the “
Borrower”), the direct and indirect domestic
subsidiaries of the Borrower (other than Excluded Subsidiaries and, at the option of the Borrower,
Immaterial Subsidiaries) signatory hereto (each a “
Guarantor” and collectively the
“
Guarantors”), each of the Lenders from time to time party hereto, JPMORGAN CHASE BANK,
N.A., a national banking corporation (“
JPMCB”), as administrative agent (in such capacity,
the “
Administrative Agent”), and as collateral agent for the Lenders (in such capacity, the
“
Collateral Agent”), X.X. XXXXXX SECURITIES INC. (“
JPMSI”) and XXXXXX BROTHERS INC.
(“
LBI”), as co-lead arrangers and joint bookrunners, UBS SECURITIES LLC, as syndication
agent (in such capacity, the “
Syndication Agent”) and as joint bookrunner, and CALYON
NEW
YORK BRANCH and RBS SECURITIES CORPORATION, as co-documentation agents (in such capacity, the
“
Co-Documentation Agents”).
The Borrower has applied to the Lenders for a loan facility of up to $1,600,000,000 comprised
of (a) a revolving credit and revolving letter of credit facility in an aggregate principal amount
(or Dollar Amount, in the case of Revolving LC Exposure) not to exceed $1,000,000,000 as set forth
herein and (b) a synthetic revolving credit and revolving letter of credit facility in an aggregate
principal amount up to $600,000,000 as set forth herein, all of the Borrower’s obligations under
each of which are to be guaranteed by the Guarantors.
The proceeds of the Loans, as well as the proceeds of the Second Lien Term Loans and cash on
hand, will be used to repay in full all of the obligations of the Borrower and the Guarantors under
and in connection with the Existing DIP Facilities, for working capital and other general corporate
purposes of the Borrower and its Subsidiaries and for the other purposes described in Section 3.08.
To provide guarantees and security for the repayment of the Loans, the reimbursement of any
draft drawn under a Letter of Credit and the payment of the other obligations of the Borrower and
the Guarantors hereunder and under the other Loan Documents, the Borrower and the Guarantors will,
among other things, provide to the Administrative Agent, the Collateral Agent and the Lenders the
following (each as more fully described herein):
(a) a guaranty from each of the Guarantors of the due and punctual payment and performance of
the First Priority Obligations of the Borrower pursuant to Section 9 hereof; and
(b) a security interest in or mortgages (or comparable Liens) with respect to the Collateral
from the Borrower and each of the Guarantors pursuant to the Collateral Documents.
Accordingly, the parties hereto hereby agree as follows:
SECTION 1.
DEFINITIONS
SECTION 1.01. Defined Terms.
“ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Alternate Base Rate.
“Account” shall mean all “accounts” as defined in the UCC, and all rights to payment
for interest (other than with respect to debt and credit card receivables).
“Account Debtor” shall mean the Person obligated on an Account.
“Administrative Agent” shall have the meaning set forth in the first paragraph of this
Agreement.
“Affiliate” shall mean, as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with, such Person. For
purposes of this definition, a Person (a “Controlled Person”) shall be deemed to be
“controlled by” another Person (a “Controlling Person”) if the Controlling Person
possesses, directly or indirectly, power to direct or cause the direction of the management and
policies of the Controlled Person whether by contract or otherwise; provided, that the PBGC shall
not be an Affiliate of the Borrower or any Guarantor.
“Agents” shall mean the Administrative Agent, the Collateral Agent, the Syndication
Agent, the Documentation Agents, the Joint Bookrunners and the Joint Lead Arrangers.
“Aggregate Exposure” shall mean, with respect to any Lender at any time, an amount
equal to (a) until the Closing Date, the aggregate amount of such Lender’s Commitments at such time
and (b) thereafter, the sum of (i) the aggregate then unpaid principal amount of such Lender’s
Credit-Linked Deposit then outstanding or, if the Termination Date shall have occurred, such
Lender’s Credit-Linked Deposit Outstanding Exposure, and (ii) the amount of such Lender’s Revolving
Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such
Lender’s Revolving Extensions of Credit then outstanding.
“Aggregate Exposure Percentage” shall mean, with respect to any Lender at any time,
the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the
Aggregate Exposure of all Lenders at such time.
“Air Transportation Stabilization Act and Regulations” shall mean the Air
Transportation Safety and System Stabilization Act, P.L. 107-42, as the same may be amended
2
from time to time, and the regulations promulgated thereunder (14 C.F.R. Part 1310) and
related OMB Regulations, 14 C.F.R. Part 1300.
“Aircraft” shall have the meaning set forth in the First Lien Aircraft Mortgage.
“Airframe” shall have the meaning set forth in the First Lien Aircraft Mortgage.
“Airport Authority” shall mean any city or any public or private board or other body
or organization chartered or otherwise established for the purpose of administering, operating or
managing airports or related facilities, which in each case is an owner, administrator, operator or
manager of one or more airports or related facilities.
“Alternate Base Rate” shall mean, for any day, a rate per annum equal to the greater
of (a) the Prime Rate in effect on such day and (b) the sum of the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in
the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the
effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.
“Alternative Currency” shall mean (a) Euros and (b) any currency other than Dollars or
Euros in which the Issuing Lender is willing to issue a Letter of Credit.
“ALPA Notes” shall mean the senior unsecured notes in an aggregate principal amount
not to exceed $650,000,000 to be issued by the Borrower for the benefit of the Air Line Pilots
Association in accordance with the Plan of Reorganization and the Bankruptcy Restructuring
Agreement referred to therein.
“Amex” shall mean American Express Travel Related Services Company, Inc.
“Applicable Margin” shall mean the rate per annum set forth under the relevant column
heading below:
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ABR Loans |
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Eurodollar Loans |
Revolving Loans
Credit-Linked Deposit Loans
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1.00%
1.00%
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2.00%
2.00% |
“Applicable Participation Fee” shall mean 2.00%.
“Appraisal Report” shall mean an appraisal in form and substance reasonably
satisfactory to the Administrative Agent and prepared by the Appraisers or the Real Estate
Appraiser, as applicable, which certifies, at the time of determination, the Appraised Value of the
applicable Appraised Collateral.
“Appraised Collateral” shall mean Collateral that is Mortgaged Collateral, Primary
Routes, Appraised FAA Slots, Flight Simulators, Tooling, Ground Support Equipment, Real Property
Assets or any other individual asset that, in each case is included in an Appraisal Report.
3
“Appraised FAA Slots” shall mean FAA Slots that are included in an Appraisal Report.
“Appraised Value” shall mean (a) in the case of Appraised Collateral, the fair market
value thereof as reflected in the most recent Appraisal Report obtained in respect of such
Collateral or assets in accordance with this Agreement; provided that, with respect to
Mortgaged Collateral, “Appraised Value” shall mean the average of the Appraised Value (as otherwise
calculated pursuant to this definition) reflected in the Appraisal Reports obtained from three
separate Appraisers with respect to such Collateral and (b) in the case of Eligible Accounts
Receivable, Eligible Accounts Receivable, as reflected in the most recent Officer’s Certificate
delivered pursuant to Section 5.01(n), each such value referred to in this definition to be (A)
determined in a manner reasonably satisfactory to the Administrative Agent and (B) subject to
reserves and other criteria established by the Administrative Agent in its commercially reasonable
discretion.
“Appraisers” shall mean (a) Simat, Helliesen & Xxxxxxx, Inc., as to the FAA Slots,
Primary Routes, Primary Foreign Slots, Ground Support Equipment, Tooling and Flight Simulators, (b)
Simat, Helliesen & Xxxxxxx, AVITAS, Inc. and BK Associates, Inc., as to Mortgaged Collateral and
(c) such other appraisal firm or firms as may be retained by the Administrative Agent, in
consultation with the Borrower, from time to time.
“Approved Fund” shall have the meaning given such term in Section 10.02(b).
“ARB Indebtedness” shall mean, with respect to the Borrower or any of its
Subsidiaries, without duplication, all Indebtedness or obligations of the Borrower or such
Subsidiary created or arising with respect to any limited recourse revenue bonds issued for the
purpose of financing or refinancing improvements to, or the construction or acquisition of, airport
and other related facilities and equipment, the use or construction of which qualifies and renders
interest on such bonds exempt from certain federal or state taxes.
“Asset Sale” shall mean any sale of Collateral or series of related sales of
Collateral (excluding any Permitted Disposition other than any sale of Eligible Collateral) that
yields Net Cash Proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000.
“Assignment” shall have the meaning given in the Cape Town Convention.
“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 10.02),
and accepted by the Administrative Agent, substantially in the form of Exhibit J.
“Associated Rights” shall have the meaning given in the Cape Town Convention.
“Bankruptcy Code” shall mean The Bankruptcy Reform Act of 1978, as heretofore and
hereafter amended, and codified as 11 U.S.C. Section 101 et seq.
“
Bankruptcy Court” shall mean the United States Bankruptcy Court for the Southern
District of
New York.
4
“Barclays” shall mean Barclays Bank PLC.
“Barclays Capital” shall mean Barclays Capital, the investment banking division of
Barclays.
“Benchmark LIBOR Rate” shall have the meaning set forth in Section 2.27(b).
“Board” shall mean the Board of Governors of the Federal Reserve System of the United
States.
“Borrower” shall have the meaning set forth in the first paragraph of this Agreement.
“Borrowing” shall mean the incurrence, conversion or continuation of Loans of a single
Type made from all the Revolving Lenders or the Credit-Linked Deposit Lenders, as the case may be,
on a single date and having, in the case of Eurodollar Loans, a single Interest Period.
“Borrowing Request” shall mean a request by the Borrower for a Borrowing in accordance
with Section 2.03.
“
Business Day” shall mean any day other than a Saturday, Sunday or other day on which
commercial banks in
New York City are required or authorized to remain closed (and, for a Letter of
Credit, other than a day on which the Issuing Lender issuing such Letter of Credit is closed);
provided,
however, that when used in connection with a Eurodollar Loan, the term
“Business Day” shall also exclude any day on which banks are not open for dealings in dollar
deposits on the London interbank market.
“Cape Town Convention” shall mean the official English language texts of the
Convention on International Interests in Mobile Equipment and the Protocol to the Convention on
International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment which were
signed in Cape Town, South Africa, as in effect in any applicable jurisdiction, as the same may be
amended from time to time.
“Capitalized Lease” shall mean, as applied to any Person, any lease of property by
such Person as lessee which would be capitalized on a balance sheet of such Person prepared in
accordance with GAAP. The amount of obligations of such Person under a Capitalized Lease shall be
the capitalized amount thereof determined in accordance with GAAP.
“Cases” shall mean the voluntary petitions for relief filed by the Borrower and each
of the Guarantors with the Bankruptcy Court pursuant to chapter 11 of the Bankruptcy Code.
“Cash Collateralization” shall have the meaning given such term in Section 2.02(j).
“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as heretofore and hereafter amended.
5
“Change in Law” shall mean, after the date hereof, (a) the adoption of any law, rule
or regulation after the date of this Agreement, (b) any change in any law (including pursuant to
any treaty or, for purposes of Section 5.09, any other agreement governing the right to fly
international routes), rule or regulation or in the interpretation or application thereof by any
Governmental Authority, Airport Authority, or Foreign Aviation Authorities after the date of this
Agreement applicable to the Borrower or any of the Guarantors or (c) compliance by any Lender or
the Issuing Lender (or, for purposes of Section 2.14(b), by any lending office of such Lender or by
such Lender’s or the Issuing Lender’s holding company, if any) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority made or issued
after the date of this Agreement.
“Change of Control” shall mean (a) the acquisition after the Closing Date (other than
pursuant to a Permitted Change of Control Transaction) of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity
Interests representing more than 40% of the aggregate ordinary voting power represented by the
issued and outstanding Equity Interests of the Borrower; or (b) during any period of twelve
consecutive months, a majority of the board of directors (excluding vacant seats) of the Borrower
shall cease to consist of Continuing Directors.
“Closing Date” shall mean the date on which this Agreement has been executed and the
conditions precedent to the making of the initial Loans, the funding of the Credit-Linked Deposits
or the issuance of the initial Letters of Credit (whichever may occur first) set forth in Section
4.01 have been satisfied or waived.
“Closing Date Transactions” shall mean the Transactions other than (x) the borrowing
of Loans after the Closing Date and the use of the proceeds thereof and (y) the request for and
issuance of Letters of Credit hereunder after the Closing Date.
“Co-Documentation Agents” shall have the meaning set forth in the first paragraph of
this Agreement.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and
the regulations promulgated and rulings issued thereunder.
“Collateral” shall mean all of the “Collateral” referred to in the Collateral
Documents, which shall not include (a) the Excluded Accounts or (b) other items as set forth in the
Collateral Documents.
“Collateral Agent” shall have the meaning set forth in the first paragraph of this
Agreement.
“Collateral Coverage Ratio” shall mean the First Lien Collateral Coverage Ratio or the
Total Collateral Coverage Ratio.
“Collateral Documents” shall mean, collectively, the First Lien Security Agreement,
the First Lien Pledge Agreement, the First Lien Aircraft Mortgage (including, without limitation,
any Mortgage Supplement), the First Lien Real Estate Mortgages, the First
6
Lien SGR Security Agreement, the First Lien Trademark Security Agreement, the First Lien
Patent Security Agreement, the First Lien Copyright Security Agreement, any Control Agreements and
other agreements, instruments or documents that create or purport to create a Lien in favor of the
Collateral Agent for the benefit of the First Priority Secured Parties.
“Collateral Event” shall mean, with respect to an item of Appraised Collateral, any of
the events described below:
(a) with respect to any and all Appraised FAA Slots affected thereby, the occurrence of any
event, including the Borrower’s or any applicable Guarantor’s abandonment or failure to comply with
any applicable Use or Lose Rule, that would allow the FAA or other Governmental Authority or
Foreign Aviation Authority to withdraw, cancel, suspend or terminate the Borrower’s or such
Guarantor’s authority to hold or use 15% or more of the Appraised FAA Slots at any one airport
(with the resulting appraisal under Section 5.09 being of the Appraised FAA Slots at such airport);
or
(b) with respect to any Primary Route, abandonment by the Borrower or any applicable Guarantor
thereof or the occurrence of any event that would allow the DOT, any Governmental Authority, or any
Foreign Aviation Authority to withdraw, cancel, suspend or terminate the authority granted to the
Borrower or any applicable Guarantor that authorizes the Borrower or any applicable Guarantor to
operate scheduled foreign air transportation of persons, property and mail over such Primary Route
or to use any associated Primary Foreign Slot(s) other than (i) in cases where such Primary Route
or Primary Foreign Slot(s) has been transferred or otherwise disposed of as permitted in this
Agreement or the First Lien SGR Security Agreement or (ii) in the case of any suspension or loss of
a Primary Foreign Slot(s), such suspension or loss could not reasonably be expected to have a
material adverse effect on the value of the relevant Primary Route taken as a whole; or
(c) the failure of any material assumption contained in any Appraisal Report to be true,
except to the extent such failure could not reasonably be expected to affect in a materially
adverse manner the Appraised Value of the applicable Appraised Collateral.
“Comair” shall mean Comair, Inc., an Ohio corporation.
“Commitment” shall mean, as to any Lender, the sum of the Revolving Commitment and the
Credit-Linked Deposit of such Lender or any combination thereof (as the context requires), it being
understood that the “Commitment” of a Lender in respect of the Credit-Linked Deposit shall remain
in effect until the Total Credit-Linked Deposit has been reduced to $0 in accordance with this
Agreement.
“Commitment Fee” shall have the meaning set forth in Section 2.20.
“Commitment Fee Rate” shall mean 1/2 of 1% per annum; provided that at all times during
which the Borrower has a corporate family rating of B1 or higher from Xxxxx’x and a corporate
credit rating of B+ or higher from S&P, in each case with stable outlook or better, the Commitment
Fee Rate shall
be 3/8 of 1% per annum.
7
“Confirmation Order” shall mean the order of the Bankruptcy Court confirming the Plan
of Reorganization pursuant to Section 1129 of the Bankruptcy Code, together with all schedules and
exhibits thereto.
“Connection Carrier” shall mean any regional carrier that operates flights using the
“DL” designation code pursuant to contractual arrangements with the Borrower.
“Consummation of the Plan of Reorganization” shall mean the occurrence of the
Effective Date (as defined in the Plan of Reorganization) and the substantial consummation of the
Plan of Reorganization within the meaning of Section 1101(2) of the Bankruptcy Code.
“Continuing Directors” shall mean the directors of the Borrower on the Closing Date,
after giving effect to the Plan of Reorganization and the other transactions contemplated hereby,
and each other director, if, in each case, such other director’s nomination for election to the
board of directors of the Borrower is recommended by at least a majority of the then Continuing
Directors.
“Control Agreements” shall mean the Shifting Control Deposit Account Agreements, the
Full Control Deposit Account Agreements, the Shifting Control Securities Account Agreements and the
Full Control Securities Account Agreements.
“Credit-Linked Deposit” shall mean, as to each Credit-Linked Deposit Lender, the cash
deposit made by such Lender pursuant to Section 2.01(b), as such deposit may be reduced or
increased from time to time pursuant to this Agreement. For the avoidance of doubt, the
Credit-Linked Deposit of each Credit-Linked Deposit Lender shall not be reduced by the making of
any Credit-Linked Deposit Loans or reimbursement of drawings under Credit-Linked Deposit Letters of
Credit as a result of the withdrawal of any amounts then on deposit in the Credit-Linked Deposit
Account. The amount of each Credit-Linked Deposit Lender’s original Credit-Linked Deposit is set
forth under the heading “Credit-Linked Deposit” opposite its name in Annex A hereto or in the
Assignment and Acceptance pursuant to which such Credit-Linked Deposit Lender shall have acquired
its Credit-Linked Deposit, as applicable. The initial amount of the Credit-Linked Deposits is
$600,000,000.
“Credit-Linked Deposit Account” shall mean the account established by the
Administrative Agent under its sole and exclusive control maintained at the office of JPMorgan
Chase Bank, N.A., 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, designated as the “Credit-Linked Deposit
Account” that shall be used solely to hold the Credit-Linked Deposits.
“Credit-Linked Deposit Availability Period” shall mean the period from and including
the Closing Date to but excluding the Termination Date.
“Credit-Linked Deposit Facility” shall have the meaning set forth in the definition of
“Facility” in this Section 1.01.
“Credit-Linked Deposit LC Disbursement” shall mean any payment made by the Issuing
Lender pursuant to a Credit-Linked Deposit Letter of Credit.
8
“Credit-Linked Deposit LC Exposure” shall mean, at any time, the sum of (a) the
aggregate maximum undrawn amount of all outstanding Credit-Linked Deposit Letters of Credit at such
time plus (b) the aggregate principal amount of all Credit-Linked Deposit LC Disbursements that
have not yet been reimbursed by or on behalf of the Borrower at such time. The Credit-Linked
Deposit LC Exposure of any Credit-Linked Deposit Lender at any time shall be its Credit-Linked
Deposit Percentage of the total Credit-Linked Deposit LC Exposure at such time.
“Credit-Linked Deposit Lender” shall mean a Lender having a Credit-Linked Deposit or
holding Credit-Linked Deposit Loans.
“Credit-Linked Deposit Letters of Credit” shall mean, at any time, letters of credit
issued pursuant to Section 2.02 in an amount equal to the lesser of (i) the Total Credit-Linked
Deposit LC Available Amount and (ii) the aggregate amount of outstanding Letters of Credit
denominated in Dollars at such time. Credit-Linked Deposit Letters of Credit shall be (a) standby
letters of credit, (b) issued for general corporate purposes of the Borrower or any Subsidiary,
(c) denominated in Dollars and (d) otherwise in such form as may be reasonably approved from time
to time by the Administrative Agent and the applicable Issuing Lender.
“Credit-Linked Deposit Loan” shall have the meaning set forth in Section 2.01(b).
“Credit-Linked Deposit Outstanding Exposure” shall mean, at any time, the aggregate
principal amount of the Credit-Linked Deposit Loans then outstanding plus the then outstanding
Credit-Linked Deposit LC Exposure.
“Credit-Linked Deposit Participation Amount” shall mean, at any time, the excess, if
any of (a) the Total Credit-Linked Deposit over (b) the aggregate principal amount of the
Credit-Linked Deposit Loans then outstanding. The Credit-Linked Deposit Participation Amount of
any Credit-Linked Deposit Lender at any time shall be its Credit-Linked Deposit Percentage of the
total Credit-Linked Deposit Participation Amount at such time.
“Credit-Linked Deposit Participation Fee” shall mean the participation fee payable to
the Credit-Linked Deposit Lenders pursuant to Section 2.21(b).
“Credit-Linked Deposit Percentage” shall mean, with respect to any Credit-Linked
Deposit Lender, the percentage which such Lender’s Credit-Linked Deposit then constitutes of the
Total Credit-Linked Deposit.
“Cure Collateral” shall mean (a) cash collateral and Qualified Permitted Investments
pledged to the Collateral Agent (and held in segregated accounts at the Administrative Agent
subject to Full Control Deposit Account Agreements and/or Full Control Securities Account
Agreements, as the case may be), (b) amounts deemed to have been received by the Borrower and
designated as Cure Collateral pursuant to Section 6.06(c) and (c) other assets (including aircraft,
airframes, engines, spare parts, Group Support Equipment and Flight Simulators) of the Borrower or
any Guarantor which shall be reasonably satisfactory to the Collateral Agent, and all of which
assets shall (i) (other than Cure Collateral of the type described in clause (a) and (b) above) be
valued by a new Appraisal Report or Field Audit, as the case may be, at the time the Borrower
designates such assets as Cure Collateral and (ii) be
9
subject to a perfected first priority (subject to Specified Permitted Collateral Liens) Lien
and/or mortgage (or comparable Lien) in favor of the Collateral Agent and otherwise subject only to
Permitted Collateral Liens.
“CVG Notes” shall mean the unsecured notes in an aggregate principal amount not to
exceed $85,000,000 to be issued by the Borrower to the trustee under the Trust Indenture dated as
of February 1, 1992 between Kenton County Airport Board and UMB Bank N.A., as trustee (the “CVG
Bond Indenture”), on behalf of the holders of bonds issued under the CVG Bond Indenture in
accordance with the Plan of Reorganization and the CVG Settlement Agreement referred to therein.
“Defaulting Lender” shall mean any Lender that (a) has failed to fund any portion of
the Loans or participations in any Letter of Credit required to be funded hereunder within one (1)
Business Day of the date required to be funded by it hereunder, unless the subject of a good faith
dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or
any Lender (or its banking Affiliates) any other amount required to be paid by it hereunder within
one (1) Business Day of the date when due, unless the subject of a good faith dispute or
subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or
insolvency proceeding.
“Designated Cash Management Obligations” means, as applied to any Person, any direct
or indirect liability, contingent or otherwise, of such Person in respect of any treasury,
depository and cash management services and automated clearing house transfers of funds services
provided by a Lender or any of its banking Affiliates, as permitted by Section 6.03(h), including
obligations for the payment of fees, interest, charges, expenses, attorneys’ fees and disbursements
in connection therewith, in each case as designated by the Borrower from time to time by notice to
the Administrative Agent as constituting “Designated Cash Management Obligations”.
“Designated Hedging Agreement” means any Hedging Agreement to the extent that the
Indebtedness related thereto is owing to a Lender or any of its Affiliates and is permitted by
Section 6.03(f) or (g), designated by the Borrower from time to time by notice to the
Administrative Agent as a “Designated Hedging Agreement”.
“Disposition” shall mean, with respect to any property, any sale, lease, sale and
leaseback, conveyance, transfer or other disposition thereof. The terms “Dispose” and
“Disposed of” shall have correlative meanings.
“Dollar Amount” shall mean, at any time, for any amount, (i) if denominated in
Dollars, the amount thereof and (ii) if denominated in an Alternative Currency, the amount thereof
converted to Dollars in accordance with Section 2.28.
“Dollars” and “$” shall mean lawful money of the United States of America.
“DOT” shall mean the United States Department of Transportation and any successor
thereto.
10
“Earned Revenue Percentage” shall mean, a percentage, representing the estimated
portion of credit card revenue which has been earned by performance at any point in time, based on
a rolling twelve-month analysis of ticket sales versus “booking curve” (i.e., tickets used for
actual flights) experienced by the Borrower during the most recent Rolling Twelve Month period for
which such information is available at the time of such determination. The Earned Revenue
Percentage shall be subject to re-determination by the Administrative Agent based upon information
contained in each Officer’s Certificate delivered by the Borrower to the Administrative Agent
pursuant to Section 5.01(n), as updated from time to time, in the reasonable discretion of the
Administrative Agent, by the most recent Field Audit.
“EBITDAR” shall mean, for any period, all as determined in accordance with GAAP,
without duplication, an amount equal to (a) the consolidated net income (or net loss) of the
Borrower and its Subsidiaries for such period, plus (b) the sum of (i) any provision for
income taxes, (ii) Interest Expense for such period, (iii) extraordinary, non-recurring or unusual
losses for such period, (iv) depreciation and amortization for such period, (v) amortized debt
discount for such period, (vi) the amount of any deduction to consolidated net income as the result
of any grant to any employee of the Borrower or its Subsidiaries of any Equity Interests, (vii)
depreciation, amortization and aircraft rent expense for such period, in each case to the extent
included in the calculation of consolidated net income of the Borrower and its Subsidiaries for
such period in accordance with GAAP, (viii) any aggregate net loss during such period arising from
a Capital Asset Sale (as defined below), (ix) all other non-cash charges for such period, (x) costs
and expenses, including fees, incurred directly in connection with the consummation of the
transactions contemplated under the Loan Documents to the extent included in the calculation of
consolidated net income, (xi) expenses incurred with respect to the Chapter 11 reorganization as
set forth on the Borrower’s consolidated statement of income for such period, including (A)
professional and other fees, (B) key employee retention program payments, (C) financing fees, (D)
severance costs and (E) any litigation expenses incurred during or in connection with the Cases and
(xii) any charges arising from Fresh Start Reporting adjustments that do not impact the cash flows
of the Borrower and its Subsidiaries to the extent included in the calculation of consolidated net
income of the Borrower and its Subsidiaries for such period in accordance with GAAP, minus
(c) the sum of (i) income tax credits, (ii) interest income, (iii) extraordinary, non-recurring or
unusual gains for such period, (iv) any aggregate net gain during such period arising from the
sale, exchange or other disposition of capital assets by the Borrower or its Subsidiaries
(including any fixed assets, whether tangible or intangible, all inventory sold in conjunction with
the disposition of fixed assets and all securities) (a “Capital Asset Sale”), (v) any gains
arising from Fresh Start Reporting adjustments that do not impact the cash flows of the Borrower
and its Subsidiaries and (vi) any other non-cash gains that have been added in determining
consolidated net income, in each case to the extent included in the calculation of consolidated net
income of the Borrower and its Subsidiaries for such period in accordance with GAAP. For purposes
of this definition, the following items shall be excluded in determining consolidated net income of
the Borrower and its Subsidiaries: (1) the income (or deficit) of any other Person accrued prior to
the date it became a Subsidiary of, or was merged or consolidated into, the Borrower or and of its
Subsidiaries; (2) the income (or deficit) of any other Person (other than a Subsidiary) in which
the Borrower or any of its Subsidiaries has an ownership interest, except to the extent any such
income has actually been received by the Borrower or such Subsidiary, as applicable, in the form of
cash dividends or distributions; (3) any restoration to income of any contingency reserve, except
to the extent that provision for such
11
reserve was made out of income accrued during such period; (4) any write-up of any asset; (5)
any net gain from the collection of the proceeds of life insurance policies; (6) any net gain
arising from the acquisition of any securities, or the extinguishment, under GAAP, of any
Indebtedness, of the Borrower or any of its Subsidiaries; (7) in the case of a successor to the
Borrower by consolidation or merger or as a transferee of its assets, any earnings of such
successor prior to such consolidation, merger or transfer of assets; and (8) any deferred credit
representing the excess of equity in any Subsidiary at the date of acquisition of such Subsidiary
over the cost to the Borrower or any of its Subsidiaries of the investment in such Subsidiary.
“Eligible Accounts” shall mean, at the time of any determination thereof, all of the
Accounts owned by the Borrower and the Guarantors and reflected in the most recent Officer’s
Certificate (substantially in the form of Exhibit K) delivered by the Borrower to the
Administrative Agent pursuant to Section 5.01(n). Criteria and eligibility standards used in
determining Eligible Accounts may be fixed and revised from time to time by the Administrative
Agent, in its reasonable discretion, and in the Administrative Agent’s reasonable exclusive
judgment, with any changes in such criteria to be effective upon the date of the next Field Audit
to be conducted pursuant to the terms herein. Unless otherwise approved from time to time in
writing by the Administrative Agent, no Account shall be an Eligible Account if, without
duplication:
(a) the Borrower or a Guarantor does not have sole lawful and absolute title to such
Account; or
(b) it is not subject to a valid and perfected first priority Lien in favor of the
Collateral Agent for the benefit of the First Priority Secured Parties, subject to no other
Liens other than Liens permitted by this Agreement; or
(c) (i) it is unpaid more than 90 days from the original date of invoice or 60 days
from the original due date or (ii) it has been written off the books of the Borrower or a
Guarantor or has been otherwise designated on such books as uncollectible; or
(d) the Account Debtor is the subject of any bankruptcy case or insolvency proceeding
of any kind (other than postpetition accounts payable of an Account Debtor that is a debtor
in possession under the Bankruptcy Code and reasonably acceptable to the Administrative
Agent); or
(e) the Account is not payable in Dollars or the Account Debtor is either not organized
under the laws of the United States of America, any state of the United States of America or
the District of Columbia or is located outside or has its principal place of business or
substantially all of its assets outside the United States; provided the restrictions
in this clause (e) shall not apply to any Account if the Account Debtor related thereto is a
travel agency that is a member of Bank Settlement Plan so long as the method used for
converting such Account payables into Dollars for purposes of valuation is reasonably
acceptable to the Administrative Agent; or
(f) the Account Debtor is the United States of America or any department, agency or
instrumentality thereof, unless the relevant Borrower duly assigns its rights to
12
payment of such Account to the Administrative Agent pursuant to the Assignment of
Claims Act of 1940, as amended, which assignment and related documents and filings shall be
in form and substance reasonably satisfactory to the Administrative Agent; or
(g) the associated revenue from such Account has not been earned by the Borrower or the
Guarantor (it being understood that Accounts arising from Travel Agency Cash Transactions
shall be deemed earned at the time such receivable is recorded); or
(h) to the extent the Account has been classified as a note receivable by the Borrower
or a Guarantor; or
(i) the Account is a non-trade Account (other than any interest with respect to deposit
accounts or Permitted Investments); or
(j) it arises out of a sale made by the Borrower or a Guarantor to an employee,
officer, agent, director, stockholder, Subsidiary or Affiliate of the Borrower or a
Guarantor; or
(k) such Account was not paid in full, and the Borrower or a Guarantor created a new
receivable for the unpaid portion of the Account, and other Accounts constituting
chargebacks, debit memos and other adjustments for unauthorized deductions; or
(l) such Account is subject to any counterclaim, deduction, defense, setoff or dispute,
but only to the extent of the amount of such counterclaim, deduction, defense, setoff or
dispute, unless the Administrative Agent, in its sole discretion, has established an
appropriate reserve and determines to include such Account as an Eligible Account; or
(m) as to any Account, to the extent that a check, promissory note, draft, trade
acceptance or other instrument for the payment of money has been received, presented for
payment and returned uncollected for any reason (other than bank error prior to the
correction thereof); or
(n) such Account is a clearinghouse interline Account.
“Eligible Accounts Receivable” shall mean, at the time of determination thereof, the
sum of Eligible Accounts plus the Estimated Credit Card Receivables Component.
“Eligible Assignee” shall mean (a) a commercial bank having total assets in excess of
$1,000,000,000, (b) a finance company, insurance company or other financial institution or fund, in
each case reasonably acceptable to the Administrative Agent, which in the ordinary course of
business extends credit of the type contemplated herein or invests therein and has total assets in
excess of $200,000,000 and whose becoming an assignee would not constitute a prohibited transaction
under Section 4975 of the Code or Section 406 of ERISA, (c) an Affiliate of the assignor Lender,
(d) an Approved Fund and (e) any other financial institution reasonably satisfactory to the
Administrative Agent.
13
“Eligible Collateral” shall mean (a) all Mortgaged Collateral, Ground Support
Equipment, Tooling, Flight Simulators, Primary Routes, FAA Slots, Eligible Accounts Receivable and
Real Property Assets, in each case to the extent owned or held by the Borrower or a Guarantor and
on which the Collateral Agent shall have a valid and perfected first priority (subject to Specified
Permitted Collateral Liens) Lien and/or mortgage (or comparable Lien) and which is otherwise
subject only to Permitted Collateral Liens, provided that if an Aircraft is Parked for more
than thirty (30) days, such Aircraft shall be excluded from Eligible Collateral in its entirety
unless three new Appraisal Reports establishing the current Appraised Value of such Aircraft in its
Parked condition are delivered to the Administrative Agent, (b) cash collateral and Permitted
Investments in an aggregate amount not to exceed $750,000,000 pledged to the Collateral Agent and
held in accounts subject to Control Agreements, (c) cash collateral and Permitted Investments
maintained in accounts with the Administrative Agent pursuant to Section 2.12(a) and (d) any Cure
Collateral designated (or deemed designated pursuant to Section 6.06(c)) by the Borrower at its
discretion.
“Engine” shall have the meaning set forth in the First Lien Aircraft Mortgage.
“Entry Point Filing Forms” shall mean each of the FAA form AC 8050-135 forms to be
filed with the FAA on the Closing Date.
“Environmental Laws” shall mean all laws (including common law), statutes, rules,
regulations, codes, ordinances, orders, decrees, judgments, injunctions or legally binding
requirements or agreements issued, promulgated or entered into by or with any Governmental
Authority, relating to the environment, preservation or reclamation of natural resources, the
handling, treatment, storage, disposal, Release or threatened Release of, or the exposure of any
Person (including employees) to, any pollutants, contaminants or any toxic, radioactive or
otherwise hazardous materials.
“Environmental Liability” shall mean any liability, contingent or otherwise,
(including any liability for damages, natural resource damage, costs of environmental
investigation, remediation or monitoring, administrative oversight, costs, fines or penalties)
resulting from or based upon (a) violation of any Environmental Law or requirement of any Airport
Authority relating to environmental matters, (b) the generation, use, handling, transportation,
storage, treatment, disposal or the arrangement for disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous
Materials into the environment or (e) any contract, agreement, lease or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Environmental Permits” shall mean any and all permits, licenses, approvals,
registrations, notifications, exemptions and any other authorization issued pursuant to or required
under any Environmental Law or by any Airport Authority with respect to environmental matters.
“Equity Interests” shall mean shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a trust or other
equity
14
ownership interests in a Person (whether direct or indirect), and any warrants, options or
other rights entitling the holder thereof to purchase or acquire any such equity interest.
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated thereunder.
“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as (i) a single employer under Section 414(b) or (c) of the
Code, or (ii) solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated
as a single employer under Section 414 of the Code, or that is under common control with the
Borrower within the meaning of Section 4001 of ERISA.
“Escrow Accounts” shall mean (1) accounts of the Borrower or any Subsidiary, solely to
the extent any such accounts hold funds set aside by the Borrower or any Subsidiary to manage the
collection and payment of amounts collected, withheld or incurred by the Borrower or such
Subsidiary for the benefit of third parties relating to: (a) federal income tax withholding and
backup withholding tax, employment taxes, transportation excise taxes and security related charges,
(b) any and all state and local income tax withholding, employment taxes and related charges and
fees and similar taxes, charges and fees, including, but not limited to, state and local payroll
withholding taxes, unemployment and supplemental unemployment taxes, disability taxes, xxxxxxx’x or
workers’ compensation charges and related charges and fees, (c) state and local taxes imposed on
overall gross receipts, sales and use taxes, fuel excise taxes and hotel occupancy taxes, (d)
passenger facility fees and charges collected on behalf of and owed to various administrators,
institutions, authorities, agencies and entities, (e) other similar federal, state or local taxes,
charges and fees (including without limitation any amount required to be withheld or collected
under applicable law) and (f) other funds held in trust for an identified beneficiary in an
aggregate amount pursuant to this clause (f) not to exceed $150,000,000; in each case, held in
escrow accounts, trust funds or other segregated accounts, plus accrued interest; or (2)
accounts, capitalized interest accounts, debt service reserve accounts, escrow accounts and other
similar accounts or funds established in connection with the ARB Indebtedness.
“Estimated Credit Card Receivables Component” shall mean an amount representing the
estimated portion (determined in accordance with the other provisions of this definition) of
receivables owing to the Borrower in connection with ticket purchases from and other goods and
services provided by the Borrower on major credit cards (including, without limitation, Visa,
MasterCard, American Express, Diners Club, Discover and Xxxxx Xxxxxxx) which have been earned by
performance by the Borrower but not yet paid to the Borrower by the credit card issuer or by the
Borrower’s credit card processing bank, as applicable, as determined monthly in accordance with the
following formula and set forth in the most recent Officer’s Certificate delivered to the
Administrative Agent pursuant to Section 5.01(n). Such amount shall be equal to (i) the average
number of days the relevant credit card receivables remained outstanding in the most recent fiscal
month multiplied by (ii) the average daily credit card sales earned for the most recent
fiscal month. The average daily credit card sales earned for the most recent fiscal month shall be
equal to (a) the gross retail credit card sales for the most recent fiscal month available at the
time of determination (it being understood that such number shall only include the Specified Dollar
Receivables (as defined below) if the circumstances described in
15
clause (2) below shall exist) multiplied by (b) the Applicable Earned Percentage
divided by (c) the number of days in such month. For all purposes hereof, except as set
forth in the last sentence of this definition, “Applicable Earned Percentage” shall be
equal to the Earned Revenue Percentage. The Estimated Credit Card Receivables Component shall be
subject to such adjustments as may be deemed appropriate by the Administrative Agent based upon the
results of each Field Audit of the Borrower conducted after the Closing Date. Notwithstanding the
foregoing, (1) until the occurrence of a Visa/MasterCard Dollar Trigger Event that results in a
reserve held by the credit card processing bank (the “Applicable Reserve”) that is less
than 100% of the value of airline tickets and other goods and services sold on Visa or MasterCard
but not yet flown or used or otherwise earned by performance by the Borrower (the “Unearned
Value”), or that is not calculated based on the Unearned Value, retail credit card receivables
due from the credit card processing bank for Visa or MasterCard that are denominated in Dollars
(the “Specified Dollar Receivables”) shall not be subject to the formula set forth above
and the Applicable Earned Percentage to be applied to such receivables shall be equal to 100%, (2)
after the occurrence of a Visa/MasterCard Dollar Trigger Event that results in an Applicable
Reserve that is equal to 0% of the Unearned Value, or that is not calculated based upon the
Unearned Value, the Specified Dollar Receivables shall be subject to the formula set forth above
(i.e., the Applicable Earned Percentage to be applied to such receivables shall be equal to the
Earned Revenue Percentage), and (3) after the occurrence of a Visa/MasterCard Dollar Trigger Event
that results in an Applicable Reserve that is greater than 0% but less than 100% of the Unearned
Value, the Applicable Earned Percentage to be applied to the Specified Dollar Receivables shall be
determined on a straight line basis between the percentages set forth in clauses (1) and (2) above
(it being understood that the Applicable Earned Percentage to be applied to such Specified Dollar
Receivables shall be equal to 100% minus the product of (A) the Applicable Reserve and (B)
the excess, if any, of (I) 100% over (II) the Earned Revenue Percentage).
“Euro”
or “€” shall mean the official currency of the European Union.
“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the LIBO Rate.
“Eurodollar Tranche” shall mean the collective reference to Eurodollar Loans under a
particular Facility the then current Interest Periods with respect to all of which begin on the
same date and end on the same later date (whether or not such Loans shall originally have been made
on the same day).
“Event of Default” shall have the meaning given such term in Section 7.
“Event of Loss” shall have the meaning given such term in the First Lien Aircraft
Mortgage.
“Excess Credit-Linked Deposits” shall mean, at any time, the excess, if any, of the
Total Credit-Linked Deposit over the Credit-Linked Deposit LC Exposure at such time.
“Exchange Rate” means on any day with respect to any currency other than Dollars, the
rate at which such currency may be exchanged into Dollars, as set forth at
16
approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such
currency; in the event that such rate does not appear on any Reuters World Currency Page, the
Exchange Rate shall be determined by reference to such other publicly available service for
displaying exchange rates as may be agreed upon by the Administrative Agent and the Borrower, or,
in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the
spot rates of exchange of the Administrative Agent in the market where its foreign currency
exchange operations in respect of such currency are then being conducted, at or about 10:00 a.m.
(
New York City time) on such date for the purchase of Dollars for delivery two Business Days later;
provided, however, that if at any time of any such determination, for any reason, no such spot rate
is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to
determine such rate, and such determination shall be conclusive absent manifest error.
“Excluded Accounts” shall mean (i) the Escrow Accounts, (ii) the Payroll Accounts,
(iii) the Xxxxx Cash Accounts, (iv) the Restricted Accounts and (v) any other deposit accounts or
securities accounts subject to Permitted Liens of the type described in clauses (c) or (e) of the
definition thereof or liens permitted under clauses (a), (d), (j), (p), (v), (w), (bb), (dd), (ee)
or (s) (to the extent relating to any of the foregoing clauses) of Section 6.01.
“Excluded Subsidiaries” shall mean Aero Assurance, Ltd. and its subsidiaries.
“Excluded Taxes” shall mean, with respect to the Administrative Agent, Collateral
Agent, any Lender, any Issuing Lender or any other recipient of any payment to be made by or on
account of any Obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or
measured by) its net income by the United States of America, or by the jurisdiction under the laws
of which such recipient is organized or in which its principal office is located or, in the case of
any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (c) in the case of a Foreign Lender, any withholding tax that is imposed by
any jurisdiction other than the United States of America or any state thereof or is imposed by the
United States of America on amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office) or is attributable to such
Foreign Lender’s failure to comply with Section 2.16(f), except to the extent that such Foreign
Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office
(or assignment), to receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 2.16(a).
“Existing Amex DIP Facility” shall mean the Second Amended and Restated Advance
Payment Supplements to Delta’s Co-Branded Credit Card Program Agreement and Membership Rewards
Agreement (as amended, restated, amended and restated, supplemented, extended or otherwise modified
to the date hereof), dated as of March 27, 2006, among the Borrower, the direct and indirect
subsidiaries of the Borrower party thereto, Amex and American Express Bank, F.S.B.
“Existing DIP Facilities” shall mean the Existing GE DIP Facility and the Existing
Amex DIP Facility.
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“Existing DIP Facility Letter of Credit” shall mean each letter of credit that was
issued under the Existing GE DIP Facility and remains outstanding as of the Closing Date.
“Existing GE DIP Facility” shall mean that certain Amended and Restated Secured
Super-Priority Debtor in Possession Credit Agreement (as amended, restated, amended and restated,
supplemented, extended or otherwise modified to the date hereof), dated as of March 27, 2006, among
the Borrower, the direct and indirect subsidiaries of the Borrower party thereto, the lenders from
time to time party thereto, and General Electric Capital Corporation, as administrative agent and
collateral agent.
“FAA” shall mean the Federal Aviation Administration of the United States of America
and any successor thereto.
“
FAA Slots” shall mean all “slots” as defined in 14 CFR § 93.213(a)(2), as that
section may be amended or re-codified from time to time, or, in the case of slots at
New York
LaGuardia, as defined in the Final Order, Operating Limitations at
New York LaGuardia Airport,
Docket No. FAA 0000-00000-00 dated December 13, 2006, as such order may be amended or re-codified
from time to time, and in any subsequent order issued by the FAA related to
New York’s LaGuardia
Airport, as such order may be amended or re-codified from time to time, in each case of the
Borrower and, if applicable, any other Guarantor, now held or hereafter acquired (other than
“slots” which have been permanently allocated to another air carrier and in which the Borrower and,
if applicable, any Guarantor holds temporary use rights).
“Facility” shall mean each of (a) the Revolving Commitments and the Revolving Loans
made thereunder (the “Revolving Facility”) and (b) the Credit-Linked Deposit Commitments
and the extensions of credit made thereunder (the “Credit-Linked Deposit Facility”).
“
Federal Funds Effective Rate” shall mean, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of
New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.
“Fees” shall collectively mean the Commitment Fees, Letter of Credit Fees and other
fees referred to in Section 2.19.
“Field Audit” shall mean a field examination conducted by a Field Auditor of the
Borrower’s and the Guarantors’ accounts receivable and books and records related thereto, and the
results of such field examination shall be reasonably satisfactory to the Administrative Agent in
all respects.
“Field Auditor” shall mean the Administrative Agent or its Affiliates, appraisers or
other advisors who may be retained by the Administrative Agent to conduct a Field Audit.
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“Fifth-Freedom Rights” shall mean the operational right to enplane passenger traffic
and cargo in a foreign country and deplane it in another foreign country.
“First Lien Aircraft Mortgage” shall mean that “First Lien Aircraft Mortgage” as
defined in Section 4.01(e), as the same may be amended, restated, modified, supplemented, extended
or amended and restated from time to time.
“First Lien Copyright Security Agreement” shall mean that certain First Lien Copyright
Security Agreement as defined in Section 4.01(f), as the same may be amended, restated, modified,
supplemented, extended or amended and restated from time to time.
“First Lien Collateral Coverage Ratio” shall have the meaning set forth in Section
6.06(a).
“First Lien Obligations” shall have the meaning set forth in Section 6.06(a).
“First Lien Patent Security Agreement” shall mean that certain First Lien Patent
Security Agreement as defined in Section 4.01(f), as the same may be amended, restated, modified,
supplemented, extended or amended and restated from time to time.
“First Lien Pledge Agreement” shall mean that certain First Lien Pledge Agreement as
defined in Section 4.01(c), as the same may be amended, restated, modified, supplemented, extended
or amended and restated from time to time.
“First Lien Real Estate Mortgages” shall mean, collectively, (a) that certain First
Lien Real Estate Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement, dated
the date hereof, by the Borrower to the Collateral Agent, in substantially the form of Exhibit A
and (b) each other mortgage granted pursuant to the terms hereof, as the same may be amended,
restated, modified, supplemented, extended or amended and restated from time to time.
“First Lien Security Agreement” shall mean that certain First Lien Security Agreement
as defined in Section 4.01(c), as the same may be amended, restated, modified, supplemented,
extended or amended and restated from time to time.
“First Lien SGR Security Agreement” shall mean that certain First Lien Slot, Gate and
Route Security and Pledge Agreement as defined in Section 4.01(d), as the same may be amended,
restated, modified, supplemented, extended or amended and restated from time to time.
“First Lien Trademark Security Agreement” shall mean that certain First Lien Trademark
Security Agreement as defined in Section 5.19(a), as the same may be amended, restated, modified,
supplemented, extended or amended and restated from time to time.
“First Priority Obligations” shall have the meaning set forth in the Intercreditor
Agreement.
19
“First Priority Obligations Payment Date” shall have the meaning set forth in the
Intercreditor Agreement.
“First Priority Secured Parties” shall have the meaning set forth in the Intercreditor
Agreement.
“Fixed Charge Coverage Ratio” shall mean, at any date for which such ratio is to be
determined, the ratio of EBITDAR for the Rolling Twelve Month period ended on such date to the sum
of the following for such period: (a) Interest Expense, plus (b) the aggregate cash
aircraft rental expense of the Borrower and its Subsidiaries on a consolidated basis for such
period payable in cash in respect of any aircraft leases (other than Capitalized Leases), all as
determined in accordance with GAAP.
“Flight Simulators” shall mean the flight simulators and flight training devices of
the Borrower or any applicable Guarantor (including, without limitation, any such simulators or
training devices located on a Real Property Asset) other than the flight simulators listed on
Schedule 1.01(a) (as such Schedule may be amended from time to time with the consent of the
Administrative Agent).
“Foreign Aviation Authorities” shall mean any foreign governmental,
quasi-governmental, regulatory or other agencies, public corporations or private entities that
exercise jurisdiction over the authorization (a) to serve any foreign point on each of the Routes
and/or to conduct operations related to the Routes and Supporting Route Facilities and/or (b) to
hold and operate any Foreign Slots.
“Foreign Lender” shall mean any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located. For purposes of this definition,
the United States of America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.
“Foreign Slot” shall mean all of the rights and operational authority, now held or
hereafter acquired, of the Borrower and, if applicable, a Guarantor, to conduct one landing or
takeoff at a specific time or in a specific time period on a specific day of the week at each
non-U.S. airport served in conjunction with the Borrower’s, or, if applicable, a Guarantor’s
operations over a Route, other than “slots” which have been permanently allocated to another air
carrier and in which the Borrower and, if applicable, any Guarantor, hold temporary use rights.
“Fresh Start Reporting” shall mean the preparation of consolidated financial
statements of the Borrower in accordance with American Institute of Certified Public Accountants
Statement of Position (90-7), which reflects the consummation of the transactions contemplated by
the Plan of Reorganization on a presumed effective date of April 30, 2007.
“Full Control Agreement” shall mean any Full Control Deposit Account Agreement or any
Full Control Securities Account Agreement.
“Full Control Deposit Account Agreement” shall mean an agreement in writing in form
and substance reasonably satisfactory to the Collateral Agent, by and among the Borrower
20
or any Guarantor, as the case may be, the Collateral Agent, and any bank at which the relevant
deposit account of the Borrower or any Guarantor, as the case may be, is at any time maintained.
“Full Control Securities Account Agreement” shall mean an agreement in writing in form
and substance reasonably satisfactory to the Collateral Agent, by and among the Borrower or any
Guarantor, as the case may be, the Collateral Agent and any securities intermediary in respect of
the relevant securities account.
“GAAP” shall mean generally accepted accounting principles applied in accordance with
Section 1.03.
“Gate Interests” shall mean all of the right, title, privilege, interest, and
authority now or hereafter acquired or held by the Borrower or, if applicable, a Guarantor in
connection with the right to use or occupy holdroom and passenger boarding and deplaning space in
any airport terminal located in the United States at which the Borrower conducts scheduled
operations.
“Xxxxxxx Xxxxx” shall mean Xxxxxxx Sachs Credit Partners L.P.
“Governmental Authority” shall mean the government of the United States of America,
any other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank organization, or other entity
exercising executive, legislative, judicial, taxing or regulatory powers or functions of or
pertaining to government. Governmental Authority shall not include any Person in its capacity as
an Airport Authority.
“Ground Support Equipment” shall mean the equipment owned by the Borrower or, if
applicable, a Guarantor for crew and passenger ground transportation, cargo, mail and luggage
handling, catering, fuel/oil servicing, de-icing, cleaning, aircraft maintenance and servicing,
dispatching, security and motor vehicles.
“Guarantee” of or by any Person (the “guarantor”) shall mean any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or obligation;
provided, that the term Guarantee shall not include (i) endorsements for collection or
deposits or (ii) customary contractual indemnities in commercial agreements, in each case in the
ordinary course of business and consistent with past practice. The amount of any obligation
relating to a Guarantee shall be deemed to be an amount equal to the stated or determinable amount
of the primary
21
obligation in respect of which such Guarantee is made (or, if less, the maximum reasonably
anticipated liability for which such Person may be liable pursuant to the terms of the instrument
evidencing such Guarantee) or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform) as determined by the
guarantor in good faith.
“Guarantor” shall have the meaning set forth in the first paragraph of this Agreement.
“Hazardous Materials” shall mean all explosive or radioactive substances or wastes and
all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature that are regulated
pursuant to, or could reasonably be expected to give rise to liability under, any Environmental
Law.
“Hedging Agreement” shall mean any agreement with respect to any swap, forward,
future, fuel hedging or other derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, fuel or other commodities, equity or debt
instruments or securities, or economic, financial or pricing indices or measures of economic,
financial or pricing risk or value or any similar transaction or any combination of these
transactions.
“Immaterial Subsidiaries” shall mean one or more Subsidiaries of the Borrower, for
which, (a) the assets of all such designated Subsidiaries constitute, in the aggregate, no more
than 21/2% of the total assets of the Borrower and its Subsidiaries on a consolidated basis
(determined as of the last day of the most recent fiscal quarter of the Borrower for which
financial statements have been delivered pursuant to Section 5.01), and (b) the revenues of such
Subsidiaries account for no more than 21/2% of the total revenues of the Borrower and its
Subsidiaries on a consolidated basis for the twelve-month period ending on the last day of the most
recent fiscal quarter of the Borrower for which financial statements have been delivered pursuant
to Section 5.01. The domestic Immaterial Subsidiaries as of the Closing Date that are not
Guarantors on the Closing Date shall be listed on Schedule 1.01(b).
“Indebtedness” of any Person shall mean, without duplication, (a) all obligations of
such Person for borrowed money (including in connection with deposits or advances), (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person under conditional sale or other title retention agreements relating to
property acquired by such Person, (d) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accrued expenses incurred and current
accounts payable, in each case in the ordinary course of business), (e) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not
the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of
Indebtedness of others, (g) all obligations of such Person in respect of Capitalized Leases,
(h) all obligations, contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty, (i) all obligations, contingent or otherwise, of such
Person in
22
respect of bankers’ acceptances, (j) all obligations of such person to pay a specified
purchase price for goods or services, whether or not delivered or accepted, i.e., take-or-pay and
similar obligations, and (k) all obligations in respect of Hedging Agreements valued at the amount
equal to what would be payable by such Person to its counterparty to such Hedging Agreements if
such Hedging Agreement was terminated early on such date of determination. The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a result of such
Person’s ownership interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.
“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.
“Indemnitee” shall have the meaning given such term in Section 10.04(b).
“Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated the
date hereof among the Administrative Agent, the Collateral Agent, Xxxxxxx Xxxxx, as administrative
agent and collateral agent under the Second Lien Credit Agreement, the Borrower and the Guarantors
party thereto in substantially the form attached as Exhibit I.
“Interest Election Request” shall mean a request by the Borrower to convert or
continue a Borrowing in accordance with Section 2.05.
“Interest Expense” shall mean, for any period, the gross cash interest expense
(including the interest component of Capitalized Leases), of the Borrower and its Subsidiaries on a
consolidated basis for such period, all as determined in accordance with GAAP.
“Interest Payment Date” shall mean (a) as to any Eurodollar Loan having an Interest
Period of one, two or three months (or any other Interest Period shorter than three months), the
last day of such Interest Period, (b) as to any Eurodollar Loan having an Interest Period of more
than three months, each day that is three months, or a whole multiple thereof, after the first day
of such Interest Period and the last day of such Interest Period and (c) with respect to ABR
Revolving Loans, the last Business Day of each March, June, September and December.
“Interest Period” shall mean, as to any Borrowing of Eurodollar Loans, the period
commencing on the date of such Borrowing (including as a result of a conversion from ABR Loans) or
on the last day of the preceding Interest Period applicable to such Borrowing and ending on the
numerically corresponding day (or if there is no corresponding day, the last day) in the calendar
month that is one, two, three or six months thereafter (or the appropriate date thereafter for any
other Interest Period available to all the Lenders under the relevant Facility), as the Borrower
may elect in the related notice delivered pursuant to Sections 2.03 or 2.05; provided, that
(i) if any Interest Period would end on a day which shall not be a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next succeeding Business
Day would fall in the next calendar month, in which case such Interest Period shall end on the next
preceding Business Day, and (ii) no Interest Period shall end later than the Termination Date.
23
“International Interest” shall mean “International Interest” as defined in the Cape
Town Convention.
“International Registry” shall mean “International Registry” as defined in the Cape
Town Convention.
“Investments” shall mean any stock, evidence of indebtedness or other security of any
Person, any loan, advance, contribution of capital, extension of credit or commitment therefor
(including, without limitation, the Guarantee of loans made to others, but excluding current trade
and customer accounts receivable arising in the ordinary course of business and payable in
accordance with customary trading terms in the ordinary course of business), and any purchase or
acquisition of (a) any security of another Person or (b) a line of business, or all or
substantially all of the assets, of any Person.
“Issuing Lender” shall mean JPMCB (or any of its banking affiliates), in its capacity
as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in
Section 2.02(i), and one or more other Lenders agreeing to act in such capacity, which other
Lenders shall be reasonably satisfactory to the Borrower and the Administrative Agent. The Issuing
Lender may, in its reasonable discretion, in consultation with the Borrower, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Lender, in which case the term
“Issuing Lender” shall include any such Affiliate with respect to Letters of Credit issued by such
Affiliate.
“
Jet Fuel Assets” shall mean (a) the existing jet fuel inventory of the Borrower’s or
its Subsidiaries’, or any Connection Carrier’s or SkyTeam Partner’s, operations in or pipelines in
transit to Atlanta, Cincinnati and
New York that is to be sold to the Jet Fuel Counterparty
pursuant to the Jet Fuel Inventory Supply Agreement, or other jet fuel subject to the Jet Fuel
Inventory Supply Agreement, (b) the Borrower’s or its Subsidiaries’ rights in certain existing
supply and third-party sale agreements to be assigned or assumed by the Jet Fuel Counterparty
pursuant to the Jet Fuel Inventory Supply Agreement, (c) the Borrower’s or its Subsidiaries’ rights
in certain existing infrastructure agreements to be transferred to the Jet Fuel Counterparty
pursuant to the Jet Fuel Inventory Supply Agreement and (d) proceeds of the foregoing.
“Jet Fuel Counterparty” shall mean X. Xxxx & Company, a New York general partnership,
or any of its Affiliates, or any other Person that becomes a party to the Jet Fuel Inventory Supply
Agreement.
“Jet Fuel Inventory Supply Agreement” shall mean the Jet Fuel Inventory Supply
Agreement among the Borrower, the Jet Fuel Counterparty and Epsilon Trading, Inc., dated as of
August 31, 2006, as amended, renewed or replaced from time to time.
“Joint Bookrunners” shall mean JPMSI, LBI and UBS, in their capacities as joint
bookrunners.
“Joint Lead Arrangers” shall mean JPMSI and LBI, in their capacities as co-lead
arrangers.
24
“JPMCB” shall have the meaning set forth in the first paragraph of this Agreement.
“JPMSI” shall have the meaning set forth in the first paragraph of this Agreement.
“LBI” shall have the meaning set forth in the first paragraph of this Agreement.
“LC Disbursement” shall mean a Revolving LC Disbursement or a Credit-Linked Deposit LC
Disbursement.
“LC Exposure” shall mean, at any time, the Revolving LC Exposure and the Credit-Linked
Deposit LC Exposure at such time.
“LCPI” shall mean Xxxxxx Commercial Paper Inc.
“Lenders” shall mean the Revolving Lenders and the Credit-Linked Deposit Lenders.
“Letters of Credit” shall mean the collective reference to the Revolving Letters of
Credit and the Credit-Linked Deposit Letters of Credit. Letters of Credit will from time to time
be deemed to be Credit-Linked Deposit Letters of Credit or Revolving Letters of Credit in
accordance with the provisions of Section 2.02(a).
“Letter of Credit Account” shall mean the account established by the Borrower under
the sole and exclusive control of the Administrative Agent maintained at the office of the
Administrative Agent at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 designated as the “Delta Air
Lines LC Account” that shall be used solely for the purposes set forth herein.
“Letter of Credit Fees” shall mean the fees payable in respect of Letters of Credit
pursuant to Section 2.21.
“LIBO Rate” shall mean, with respect to each day during each Interest Period
pertaining to a Eurodollar Revolving Loan, the rate per annum appearing on Reuters Screen LIBOR01
Page (or on any successor or substitute page of such service, or any successor to or substitute for
such service, providing rate quotations comparable to those currently provided on such page of such
service, as determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such Interest Period. In the
event that such rate is not available at such time for any reason, then the “LIBO Rate”
with respect to such Eurodollar Revolving Borrowing for such Interest Period shall be the rate at
which dollar deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the Administrative Agent in immediately available funds
in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to
the commencement of such Interest Period.
“Lien” shall mean (a) any mortgage, deed of trust, pledge, deed to secure debt,
hypothecation, security interest, easement (including, without limitation, reciprocal easement
25
agreements and utility agreements), rights-of-ways, reservations, encroachments, zoning and
other land use restrictions, claim or any other title defect, lease, encumbrance, restriction, lien
or charge of any kind whatsoever and (b) the interest of a vendor or a lessor under any conditional
sale, capital lease or other title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing).
“Loans” shall mean, collectively, the Revolving Loans and the Credit-Linked Deposit
Loans.
“Loan Documents” shall mean this Agreement, the Letters of Credit (including
applications for Letters of Credit and related reimbursement agreements), the Collateral Documents,
the Intercreditor Agreement and any other instrument or agreement (which is designated as a Loan
Document therein) executed and delivered by the Borrower or a Guarantor to the Administrative
Agent, the Collateral Agent or any Lender, in each case, as the same may be amended, restated,
modified, supplemented, extended or amended and restated from time to time.
“Margin Stock” shall have the meaning set forth in Section 3.13(a).
“Material Adverse Change” shall mean any event, development or circumstance that has
had or could reasonably be expected to have a Material Adverse Effect.
“Material Adverse Effect” shall mean a material adverse effect on (a) the business,
operations or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) the
validity or enforceability of any of the Loan Documents or the rights or remedies of the Agents and
the Lenders thereunder, or (c) the ability of the Borrower or any Guarantor to pay its respective
obligations under the Loan Documents.
“Material Indebtedness” shall mean Indebtedness (other than the Obligations and
Letters of Credit), of any one or more of the Borrower and the Guarantors in an aggregate principal
amount exceeding $50,000,000.
“Maturity Date” shall mean April 30, 2012.
“Xxxxxxx Xxxxx” shall mean Xxxxxxx Xxxxx Commercial Finance Corp.
“Moody’s” shall mean Xxxxx’x Investors Service, Inc.
“Mortgaged Collateral” shall mean all of the “Collateral” as defined in the First Lien
Aircraft Mortgage (including any Mortgage Supplement).
“Mortgage Supplement” shall have the meaning set forth in the First Lien Aircraft
Mortgage.
“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section
4001(a)(3) of ERISA, which is maintained or contributed to by (or to which there is an obligation
to contribute of) the Borrower or a Subsidiary of the Borrower or an ERISA Affiliate, and each such
plan for the five-year period immediately following the latest date on which the
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Borrower, or a Subsidiary of the Borrower or an ERISA Affiliate maintained, contributed to or
had an obligation to contribute to such plan.
“Multiple Employer Plan” shall mean a Single Employer Plan, which (a) is maintained
for employees of the Borrower or an ERISA Affiliate and at least one person (as defined in Section
3(9) of ERISA) other than the Borrower and its ERISA Affiliates or (b) was so maintained and in
respect of which the Borrower or an ERISA Affiliate could have liability under Section 4064 or 4069
of ERISA in the event such Plan has been or were to be terminated.
“Net Cash Proceeds” shall mean, in connection with any Asset Sale or any Recovery
Event, the proceeds thereof in the form of cash and Permitted Investments (including any such
proceeds received by way of deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but only as and when received),
net of (i) attorneys’ fees, accountants’ fees, investment banking fees and brokerage fees, (ii)
amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly
permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event or
otherwise required to be repaid upon such sale (other than any Lien pursuant to a Collateral
Document), (iii) proceeds of insurance or condemnation awards maintained for the benefit of any
third party applied to restore assets as required by the terms of any agreement with such third
party, (iv) other customary fees and expenses actually incurred in connection therewith and net of
taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any
available tax credits or deductions and any tax sharing arrangements) and (v) reserves provided, to
the extent required by GAAP, against any liabilities that are directly attributed to such Asset
Sale; provided that any such unutilized reserves shall constitute Net Cash Proceeds at any
time and to the extent that the maintenance of such reserves is no longer required by GAAP and,
provided further, that, in the case of any Asset Sale of fuel that has been
pre-ordered in the ordinary course of business occurring substantially concurrently with the
purchase of such fuel subject to such Asset Sale, “Net Cash Proceeds” shall be deemed net
of the purchase price of such fuel.
“Obligations” shall mean the unpaid principal of and interest on (including interest,
reasonable fees and reasonable out-of-pocket costs accruing after the maturity of the Loans and
interest, reasonable fees and reasonable out-of-pocket costs accruing after the filing of any
petition of bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to the Borrower, whether or not a claim for post-filing or post-petition interest, fees or
costs is allowed in such proceeding) the Loans and all other obligations and liabilities of the
Borrower to any Agent or any Lender, whether direct or indirect, absolute or contingent, due or to
become due, or now existing or hereafter incurred, which arise under, out of, or in connection
with, this Agreement, any other Loan Document or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest, reimbursement
obligations, reasonable fees, indemnities, reasonable out-of-pocket costs, reasonable out-of-pocket
expenses (including all reasonable fees, charges and disbursements of counsel to any Agent or any
Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.
“Officer’s Certificate” shall mean, as applied to the Borrower or any Guarantor, a
certificate executed by a Responsible Officer of such Person in his/her capacity as such.
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“Other Taxes” shall mean any and all present or future stamp, mortgage, intangible or
documentary taxes or any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document.
“Parked” shall mean, as to any Aircraft, that such Aircraft has been removed from
service, other than Aircraft temporarily grounded for maintenance being actively conducted.
“Participant” shall have the meaning given such term in Section 10.02(d).
“Patriot Act” shall mean the USA Patriot Act, Title III of Pub. L. 107-56, signed into
law on October 26, 2001 or any subsequent legislation that amends, supplements or supersedes such
Act.
“Payroll Accounts” shall mean depository accounts used only for payroll.
“PBGC” shall mean the Pension Benefit Guaranty Corporation, or any successor agency or
entity performing substantially the same functions.
“Pension Act” shall mean the Pension Protection Act of 2006, as it presently exists or
as it may be amended from time to time.
“Permitted Acquisition” shall mean any acquisition, whether by purchase, merger,
consolidation or otherwise, by the Borrower or any Guarantor of all or substantially all the assets
of, or all the Equity Interests (or, so long as the acquired Person becomes a Guarantor pursuant to
Section 5.14 hereof, Equity Interests sufficient to cause the acquired Person to become a
Subsidiary) in, a Person or a division, line of business or other business unit of a Person but
only so long as:
(a) (i) no Event of Default shall have occurred and be continuing immediately prior or
immediately after giving effect to such Permitted Acquisition and (ii) all transactions related
thereto shall have been consummated in all material respects in accordance with applicable laws;
(b) with respect to any acquisition in excess of $25,000,000, the Borrower shall have
delivered to the Administrative Agent an Officer’s Certificate to the effect set forth in clause
(a) above, together with the relevant financial information for the Person or assets to be
acquired, promptly after consummation of such acquisition; and
(c) with respect to any acquisition in excess of $25,000,000, the Borrower shall have provided
the Administrative Agent with written notice and with copies of the material acquisition documents
promptly after consummation of such acquisition.
“Permitted Change of Control Transaction” shall mean any transaction, whether by
purchase, merger, consolidation or otherwise, pursuant to which a Permitted Holder acquires all or
substantially all the assets of, or all the Equity Interests in, the Borrower but only so long as:
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(a) (i) no Event of Default shall have occurred and be continuing immediately prior or
immediately after giving effect to such Permitted Change of Control Transaction and (ii) all
transactions related thereto shall have been consummated in all material respects in accordance
with applicable laws;
(b) the Borrower shall have delivered to the Administrative Agent an Officer’s Certificate to
the effect set forth in clause (a) above, together with the relevant financial information for the
Permitted Holder, promptly after consummation of such transaction;
(c) the Borrower shall have provided the Administrative Agent with written notice and with
copies of the material acquisition documents promptly after consummation of such transaction; and
(d) the operations of the Borrower are not merged with the operations of any other major U.S.
airline owned by such Permitted Holder.
“Permitted Collateral Liens” shall mean those Liens permitted pursuant to clauses (b),
(e), (f), (g), (i) (solely with respect to interests of airport operators in the assets located at
the applicable facilities), (k) (solely to the extent relating to the underlying credit card
receivables and related assets), (l), (m), (n), (q), (r), (u), (cc)(i) (solely to the extent
relating to the applicable underlying accounts or amounts or other assets deposited therein, in
each case arising in the ordinary course of business) or (s) (to the extent relating to any of the
foregoing clauses) of Section 6.01.
“Permitted Disposition” shall mean any of the following:
(a) (i) the sale of inventory in the ordinary course of business, (ii) the sale of Spare Parts
in the ordinary course of business, and (iii) swaps, exchanges, interchange or pooling of assets
or, in the case of Mortgaged Collateral, other transfers of possession (subject to the limitations
set forth in the Collateral Documents) in the ordinary course of business;
(b) the sale or other disposition of Permitted Investments for cash or in exchange for
Permitted Investments;
(c) sales or dispositions of surplus, obsolete, negligible or uneconomical assets (other than
Mortgaged Collateral that are not Parts (as defined in the First Lien Aircraft Mortgage)) no longer
used in the business of Borrower and the Guarantors;
(d) sales or dispositions of assets among the Borrower and the Guarantors; provided
that, with respect to any such asset that constitutes Collateral, such asset remains subject to a
Lien in favor of the Collateral Agent for the benefit of the First Priority Secured Parties
following such sale or disposition (it being understood that the Borrower and the Guarantors shall
execute any documents and take any actions reasonably required to create, grant, establish,
preserve or perfect such Lien in accordance with the other provisions of this Agreement or the
other Collateral Documents dealing with the creation, granting, establishment, preservation or
perfection of Liens);
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(e) (i) abandonment of Intellectual Property; provided, that such abandonment is (A) in the
ordinary course of business consistent with past practices and (B) with respect to Intellectual
Property that is not material to the business of Borrower and it Subsidiaries and (ii) licensing or
sublicensing of Intellectual Property in the ordinary course of business consistent with past
practices;
(f) the sale or discount of Accounts to a collection agency in connection with collections of
delinquent receivables;
(g) (i) abandonment of FAA Slots, Gate Interests, Routes or Supporting Route Facilities;
provided, that such abandonment is (A) in connection with the downsizing of any hub or
other facility located in Cincinnati as reflected in the budgets provided pursuant to Section
5.01(e), (B) in connection with the downsizing of any other hub or facility as reflected in the
budgets provided pursuant to Section 5.01(e), which does not materially and adversely affect the
business of Borrower and its Subsidiaries, taken as a whole, or (C) in the ordinary course of
business consistent with past practices and does not materially and adversely affect the business
of Borrower and its Subsidiaries, taken as a whole, (ii) transfer or other disposition in the
ordinary course of business of FAA Slots, Foreign Slots, Gate Interests, Routes or Supporting Route
Facilities, in each case, to the extent not constituting Eligible Collateral or utilized in
connection therewith, (iii) exchange of FAA Slots in the ordinary course of business that in the
Borrower’s reasonable judgment are of reasonably equivalent value, and (iv) assignments of leases
or granting of leases of (A) Aircraft or Engines to the extent permitted pursuant to the First Lien
Aircraft Mortgage and (B) other aircraft or engines (that do not constitute Collateral), in each
case, in the ordinary course of business;
(h) the sale or other disposition of any 737-800 aircraft substantially concurrently with the
consummation of the purchase of such aircraft to the extent such purchase occurs pursuant to a
purchase agreement to which the Borrower or a Subsidiary was a party as of the Closing Date;
(i) to the extent not prohibited by any of the Collateral Documents, the disposition of
leasehold or similar interests in real property that is not Real Property Assets, including through
assignment, sublease or lease termination or rejection, in whole or in part, or the return,
surrender, exchange or abandonment of any property subject thereto;
(j) any sale of Margin Stock for fair value as determined in good faith by Borrower;
(k) (i) any loss of or damage to property of the Borrower or any Guarantor, (ii) any taking of
property of the Borrower or any Guarantor, or (iii) an Event of Loss;
(l) the sale, assignment and/or other transfer of the Jet Fuel Assets to the Jet Fuel
Counterparty, in each case pursuant to the Jet Fuel Inventory Supply Agreement;
(m) Permitted Liens of the type described in clause (d) of the definition thereof; and
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(n) the lease or sublease of assets and properties in the ordinary course of business.
“Permitted Holder” shall mean any corporation or limited liability company organized
under the laws of the United States of America or any state thereof organized for the purpose of
consummating any Permitted Change of Control Transaction so long as such entity is a holding
company which has (or simultaneously with such Change of Control Transaction will acquire) as its
other principal investment another major U.S. airline.
“Permitted Investments” shall mean:
(a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent
such obligations are backed by the full faith and credit of the United States of America), in each
case maturing within one year from the date of acquisition thereof;
(b) direct obligations of state and local government entities in each case maturing within one
year from the date of acquisition thereof, which have a rating of at least A- (or the equivalent
thereof) from S&P or A3 (or the equivalent thereof) from Xxxxx’x;
(c) obligations of domestic or foreign companies and their subsidiaries (including, without
limitation, agencies, sponsored enterprises or instrumentalities chartered by an Act of Congress,
which are not backed by the full faith and credit of the United States of America), including,
without limitation, bills, notes, bonds, debentures, and mortgage-backed securities, in each case
maturing within one year from the date of acquisition thereof and which have a rating of at least
A- (or the equivalent thereof) from S&P or A-3 (or the equivalent thereof) from Xxxxx’x;
(d) investments in commercial paper maturing within 365 days from the date of acquisition
thereof and having, at such date of acquisition, a rating of at least A-2 (or the equivalent
thereof) from S&P or P-2 (or the equivalent thereof) from Xxxxx’x;
(e) investments in certificates of deposit, banker’s acceptances and time deposits maturing
within one year from the date of acquisition thereof issued or guaranteed by or placed with, and
money market deposit accounts issued or offered by, any domestic office of any other commercial
bank of recognized standing organized under the laws of the United States of America or any State
thereof that has a combined capital and surplus and undivided profits of not less than $250,000,000
and which has a long term unsecured debt rating of at least A from S&P and A2 from Xxxxx’x (or is
the principal banking Subsidiary of a bank holding company that has such ratings);
(f) fully collateralized repurchase agreements with a term of not more than six (6) months for
underlying securities that would otherwise be eligible for investment;
(g) Investments of money in an investment company organized under the Investment Company Act
of 1940, as amended, or in pooled accounts or funds offered through mutual funds, investment
advisors, banks and brokerage houses which invest its assets in
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obligations of the type described in (a) through (f) above. This could include, but not be
limited to, money market funds or short-term and intermediate bonds funds; and
(h) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the
Investment Company Act of 1940, (ii) are rated AAA (or the equivalent thereof) by S&P and Aaa (or
the equivalent thereof) by Xxxxx’x and (iii) have portfolio assets of at least $5,000,000,000; and
(i) investments, in accordance with investment policies approved by the board of directors of
the Borrower, in the ordinary course of business.
“Permitted Liens” shall mean: (a) Liens imposed by law (other than Liens imposed under
Environmental Laws and any Lien imposed under ERISA) for taxes, assessments, levies or charges of
any Governmental Authority for claims not yet delinquent or which are being contested in good faith
by appropriate proceedings and with respect to which adequate reserves or other appropriate
provisions are being maintained in accordance with GAAP; (b) Liens of landlords, carriers,
warehousemen, consignors, mechanics, materialmen and other Liens (other than Liens imposed under
Environmental Laws and any Lien imposed under ERISA) in existence on the Closing Date (which, in
the case of Real Property Assets, are specified in the applicable First Lien Real Estate Mortgage)
or imposed by law and created in the ordinary course of business and securing obligations that are
not overdue or are being contested in compliance with Section 5.05; (c) (i) Liens (other than any
Lien imposed under ERISA) incurred or (ii) or deposits made (including, without limitation, surety
bonds and appeal bonds), in each case, in connection with workers’ compensation, unemployment
insurance and other types of social security benefits (or benefits arising under other public
liability laws or similar legislation) or to secure the performance of tenders, bids, leases,
contracts (other than for the repayment of Indebtedness), statutory obligations and other similar
obligations or arising as a result of progress payments under government contracts; (d) leases,
subleases, licenses, use agreements, usufructs, easements (including, without limitation,
reciprocal easement agreements and utility agreements), rights-of-way, covenants, reservations,
encroachments, land use restrictions or encumbrances, which, in the case of Real Property Assets,
(i) do not interfere materially with the ordinary conduct of the business of the Borrower or any
Guarantor, as the case may be, (ii) do not materially detract from the value of the property to
which they attach or materially impair the use thereof to the Borrower or any Guarantor, as the
case may be and (iii) do not materially adversely affect the marketability of the applicable
property; (e) letters of credit or deposits in the ordinary course to secure leases; (f) Liens
imposed by applicable law on the assets of the Borrower or any Guarantor located at an airport for
the benefit of any nation or government or national or governmental authority of any nation, state,
province or other political subdivision thereof, and any agency, department, regulator, airport
authority, air navigation authority or other entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government in respect of the regulation
of commercial aviation or the registration, airworthiness or operation of civil aircraft and having
jurisdiction over the Borrower or such Guarantor including, without limitation, the FAA or DOT, (g)
Liens in favor of depositary banks arising as a matter of law encumbering deposits (including the
right of setoff) and that are within the general parameters customary in the banking industry, (h)
in the case of Real Property Assets, those Liens specified in the applicable First Lien Real Estate
Mortgage; (i) in the case of any Mortgaged Collateral, those Liens specified in the applicable
First Lien Aircraft Mortgage;
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and (j) extensions, renewals or replacements of any Lien referred to in paragraphs (a) through
(g) above, provided, that the principal amount of the obligation secured thereby is not
increased and that any such extension, renewal or replacement is limited to the property originally
encumbered thereby.
“Person” shall mean any natural person, corporation, division of a corporation,
partnership, limited liability company, trust, joint venture, association, company, estate,
unincorporated organization, Airport Authority or Governmental Authority or any agency or political
subdivision thereof.
“Xxxxx Cash Accounts” shall mean domestic or foreign deposit or securities accounts of
the Borrower and Guarantors holding aggregate balances in an amount not to exceed $50,000,000 with
respect to domestic accounts and $150,000,000 with respect to foreign accounts at any one time.
“Plan” shall mean a Single Employer Plan or a Multiple Employer Plan that is a pension
plan subject to the provisions of Title IV of ERISA, Section 412 of the Code or Section 302 of
ERISA.
“Plan of Reorganization” shall mean the Debtors’ Joint Plan of Reorganization pursuant
to Chapter 11 of the United States Bankruptcy Code together with all schedules and exhibits
thereto, as confirmed by the Confirmation Order, together with any amendments, supplements or
modifications thereto that have been approved or authorized by the Bankruptcy Court prior to the
Closing Date.
“Pledged Spare Parts” shall mean Spare Parts which are maintained by or on behalf of
the Borrower or any Guarantor at a Spare Parts Location.
“Post-Petition Aircraft Agreement” shall have the meaning set forth in the Plan of
Reorganization.
“Primary Foreign Slots” shall mean the Foreign Slots set forth on Schedule 4(f) to the
First Lien SGR Security Agreement, as such Schedule may be amended from time to time pursuant to
the First Lien SGR Security Agreement.
“Primary Routes” shall mean the Routes set forth on Schedule 4(h) to the First Lien
SGR Security Agreement, as such Schedule may be amended from time to time pursuant to the First
Lien SGR Security Agreement.
“Primary Supporting Route Facilities” shall mean the Supporting Route Facilities of
the Borrower and, if applicable, a Guarantor, at the airports listed on Schedule 4(i) to the First
Lien SGR Security Agreement.
“Prime Rate” shall mean the rate of interest per annum publicly announced from time to
time by JPMCB as its prime rate in effect at its principal office in New York City; each change in
the Prime Rate shall be effective from and including the date such change is publicly announced as
being effective.
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“Prospective Assignment” shall have the meaning given in the Cape Town Convention.
“Prospective International Interest” shall have the meaning given in the Cape Town
Convention.
“Prospective Sale” shall have the meaning given in the Cape Town Convention.
“Protocol” shall mean the Protocol referred to in the defined term “Cape Town
Convention.”
“Qualified Judgment” shall mean any judgment arising from the resolution of disputed
pre-petition claims, so long as, and to the extent that, a reserve has been established therefor
(including a reserve of Equity Interests of the Borrower to satisfy certain pre-petition claims
pursuant to the Plan of Reorganization).
“Qualified Permitted Investments” shall mean Permitted Investments of the type
described in clause (e) of the definition thereof issued, guaranteed or placed with the
Administrative Agent and other Permitted Investments of the type from time to time generally
permitted in money market deposit accounts at JPMCB.
“Qualified Restructuring Indebtedness” shall mean any Indebtedness of the Borrower or
any of its Subsidiaries with respect to any Restructuring Aircraft other than any such Indebtedness
(i) created by any Post-Petition Aircraft Agreement that has been entered into relating to such
Restructuring Aircraft or (ii) arising out of the assumption without modification of pre-petition
agreements related to such Restructuring Aircraft.
“Real Estate Appraiser” shall mean, in the case of the Real Property Assets, (a)
American Appraisal Associates with respect to those certain parcels of real property described in
Schedule 3.15(a) or (b) such other appraisal firms as may be retained by the Administrative Agent,
in consultation with the Borrower, from time to time.
“Real Property Assets” shall mean those certain parcels of real property owned in fee
by the Borrower and described in Schedule 3.15(a) and together with, in each case, all buildings,
improvements, facilities, appurtenant fixtures and equipment, easements and other property and
rights incidental or appurtenant to the ownership of such parcel of real property (as each such
real property is more particularly described in the applicable First Lien Real Estate Mortgage)
(including, without limitation, all Collateral described in the applicable First Lien Real Estate
Mortgage), and, from time to time, all Collateral identified in a First Lien Real Estate Mortgage
granted pursuant to Section 5.14, Section 5.16 or any other provision of this Agreement (including
in connection with the designation of such real property or related asset as Cure Collateral).
“Recovery Event” shall mean any settlement of or payment in respect of any property or
casualty insurance claim or any condemnation proceeding relating to any Collateral or any Event of
Loss.
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“Redeemable Stock” shall mean any class or series of Equity Interests of any Person
that by its terms or otherwise (a) is required to be redeemed prior to the Maturity Date, (b) may
be required to be redeemed at the option of the holder of such class or series of Equity Interests
at any time prior to the Maturity Date or (c) is convertible into or exchangeable for (i) Equity
Interests referred to in clause (a) or (b) above or (ii) Indebtedness.
“Register” shall have the meaning set forth in Section 10.02(b)(iv).
“Related Parties” shall mean, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.
“Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, migrating, dumping, or disposing into the indoor or
outdoor environment (including the abandonment or discarding of barrels, containers and other
closed receptacles containing any hazardous substance or pollutant or contaminant).
“Replacement Airframe” shall have the meaning given to such term in the First Lien
Aircraft Mortgage.
“Replacement Engine” shall have the meaning given to such term in the First Lien
Aircraft Mortgage.
“Required Credit-Linked Deposit Lenders” shall mean the Credit-Linked Deposit Lenders
holding more than 50% of the sum of (i) until the Closing Date, the Total Credit-Linked Deposit
then in effect and (ii) thereafter, the Total Credit-Linked Deposit then in effect (or, if the
Total Credit-Linked Deposit shall have been reduced to zero pursuant to Section 2.11 or Section
2.12), Lenders holding more than 50% of the sum of (x) the aggregate principal amount of all
Credit-Linked Deposit Loans outstanding and (y) the Credit-Linked Deposit LC Exposure.
“Required Lenders” shall mean, at any time, Lenders holding more than 50% of (a) until
the Closing Date, the Commitments then in effect and (b) thereafter, the sum of (i) (A) the Total
Credit-Linked Deposit or (B) following the termination of the Credit-Linked Deposits, the aggregate
principal amount of all Credit-Linked Deposit Loans outstanding plus the Credit-Linked
Deposit LC Exposure, and (ii) the Total Revolving Commitments then in effect or, if the Revolving
Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding.
“Responsible Officer” shall mean the chief executive officer, president, chief
financial officer, treasurer, vice president, controller, chief accounting officer, secretary or
assistant secretary of the Borrower or any Guarantor, as applicable, but in any event, with respect
to financial matters, the chief financial officer, treasurer, controller or chief accounting
officer of the Borrower or any Guarantor, as applicable.
“Restricted Accounts” shall mean the accounts identified as Restricted Accounts on
Schedule 1.01(c);
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“Restricted Captive Insurance Company Subsidiary” shall mean a Subsidiary that is a
captive insurance company and is prohibited from becoming a Guarantor hereunder pursuant to
applicable rules and regulations.
“Restricted Payment” shall mean any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in the Borrower or any
Guarantor, or any payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Equity Interests in the Borrower.
“Restructuring Aircraft” shall mean each of the aircraft listed on Schedule 1.01(d).
“Revolving Availability Period” shall mean the period from and including the Closing
Date to but excluding the Termination Date.
“Revolving Commitment” shall mean the commitment of each Revolving Lender to make
Revolving Loans and participate in Revolving Letters of Credit hereunder in an aggregate principal
and/or face amount not to exceed the amount set forth under the heading “Revolving Commitment”
opposite its name in Annex A hereto or in the Assignment and Acceptance pursuant to which such
Revolving Lender became a party hereto, as the same may be changed from time to time pursuant to
the terms hereof. The original aggregate amount of the Total Revolving Commitments is
$1,000,000,000.
“Revolving Commitment Percentage” shall mean, at any time, with respect to each
Revolving Lender, the percentage obtained by dividing its Revolving Commitment at such time by the
Total Revolving Commitment or, if the Revolving Commitments have been terminated, the Revolving
Commitment Percentage of each Revolving Lender that existed immediately prior to such termination.
“Revolving Extensions of Credit” shall mean, as to any Revolving Lender at any time,
an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by
such Lender then outstanding and (b) such Lender’s Revolving Commitment Percentage of the Revolving
LC Exposure then outstanding.
“Revolving Facility” shall have the meaning set forth in the definition of “Facility”
in this Section 1.01.
“Revolving LC Commitment” shall mean a Dollar Amount not to exceed $400,000,000.
“Revolving LC Disbursement” shall mean a payment made by the Issuing Lender pursuant
to a Revolving Letter of Credit.
“Revolving LC Exposure” shall mean, at any time, the sum of (a) the aggregate maximum
undrawn Dollar Amount of all outstanding Revolving Letters of Credit at such time plus (b)
the aggregate Dollar Amount of all Revolving LC Disbursements that have not yet been reimbursed by
or on behalf of the Borrower at such time. The Revolving LC Exposure of any
36
Revolving Lender at any time shall be its Revolving Commitment Percentage of the total
Revolving LC Exposure at such time.
“Revolving Lender” shall mean each Lender having a Revolving Commitment.
“Revolving Letter of Credit” shall mean any irrevocable letter of credit issued
pursuant to Section 2.02 (other than Credit-Linked Deposit Letters of Credit), which letter of
credit shall be (i) a standby letter of credit, (ii) issued for general corporate purposes of the
Borrower or any Subsidiary, (iii) denominated in Dollars or any Alternative Currency and (iv)
otherwise in such form as may be reasonably approved from time to time by the Administrative Agent
and the applicable Issuing Lender.
“Revolving Letter of Credit Available Amount” shall mean, at any time, the lesser of
(i) the excess, if any, of (x) the Revolving LC Commitment in effect at such time over (y) the
Revolving LC Exposure at such time and (ii) the excess, if any, of (x) the Total Revolving
Commitment in effect at such time over (y) the Total Revolving Extensions of Credit outstanding at
such time.
“Revolving Loan” shall have the meaning set forth in Section 2.01(a).
“Rolling Twelve Months” shall mean, with respect to any date of determination, the
month most recently ended and the eleven (11) immediately preceding months for which, in each case,
financial statements are available considered as a single period.
“Routes” shall mean the routes for which the Borrower or, if applicable, a Guarantor,
holds or hereafter acquires the requisite authority to operate foreign air transportation pursuant
to Title 49 including, without limitation, applicable frequencies, exemption and certificate
authorities, Fifth-Freedom Rights and “behind/beyond rights”.
“Sale” shall have the meaning given in the Cape Town Convention.
“S&P” shall mean Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc.
“SEC” shall mean the United States Securities and Exchange Commission.
“Second Lien Administrative Agent” shall mean the “Administrative Agent” under and as
defined in the Second Lien Credit Agreement.
“Second Lien Collateral Agent” shall mean the “Collateral Agent” under and as defined
in the Second Lien Credit Agreement.
“Second Lien Credit Agreement” shall mean that certain Second Lien Term Loan and
Guaranty Agreement (as the same may be amended, restated, modified, supplemented, extended or
amended and restated from time to time), dated as of April 30, 2007, among the Borrower, the
Guarantors, the lenders party thereto, Xxxxxxx Sachs, as administrative agent and collateral agent,
and the other parties thereto.
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“Second Lien Obligations” shall have the meaning given to the term “Obligations” in
the Second Lien Credit Agreement.
“Second Lien Term Loans” shall mean the “Second Lien Term Loans” as such term is
defined in the Second Lien Credit Agreement.
“Second Priority Obligations” shall have the meaning set forth in the Intercreditor
Agreement.
“Shifting Control Agreement” shall mean any Shifting Control Deposit Account Agreement
or any Shifting Control Securities Account Agreement.
“Shifting Control Deposit Account Agreement” shall mean an agreement in writing in
form and substance reasonably satisfactory to the Collateral Agent, by and among the Borrower or
any Guarantor, as the case may be, the Collateral Agent, and the relevant bank at which the
relevant deposit account of the Borrower or any Guarantor, as the case may be, is at any time
maintained.
“Shifting Control Securities Account Agreement” shall mean an agreement in writing in
form and substance reasonably satisfactory to the Collateral Agent, by and among the Borrower or
any Guarantor, as the case may be, the Collateral Agent and any securities intermediary in respect
of the relevant securities account.
“Single Employer Plan” shall mean a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or an ERISA Affiliate or
(b) was so maintained and in respect of which the Borrower could reasonably be expected to have
liability under Title IV of ERISA in the event such Plan has been or were to be terminated.
“SkyTeam Partner” shall mean any airline that is a member of the SkyTeam international
airline alliance.
“Spare Engine” shall have the meaning set forth in the First Lien Aircraft Mortgage.
“Spare Parts” shall have the meaning set forth in the First Lien Aircraft Mortgage.
“Spare Parts Locations” shall have the meaning set forth in the First Lien Aircraft
Mortgage.
“Specified Jet Fuel Action” shall mean, if the transactions effected pursuant to the
Jet Fuel Inventory Supply Agreement are re-characterized as Indebtedness owed by the Borrower, any
action by the Jet Fuel Counterparty, as secured party, to the extent such action seeks to foreclose
(or obtain a lien) on the Jet Fuel Assets.
“Specified Permitted Collateral Liens” shall mean Permitted Collateral Liens (other
than Liens permitted under clauses (c)(i) (other than any such Liens that are non-consensual or
imposed by law), (c)(ii) and (e) of the definition of Permitted Liens and clause (j)
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of the definition of Permitted Liens (to the extent related to such other specified clauses of
such definition) and clauses (m), (n) and (u) of Section 6.01 and clause (s) of Section 6.01 (to
the extent related to such other specified clauses of Section 6.01)).
“Statutory Reserve Rate” shall mean a fraction (expressed as a decimal), the numerator
of which is the number one and the denominator of which is the number one minus the aggregate of
the maximum reserve percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board to which the Administrative Agent is
subject with respect to the LIBO Rate, for eurocurrency funding (currently referred to as
“Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentages shall include
those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without benefit of or credit
for proration, exemptions or offsets that may be available from time to time to any Lender under
such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve percentage.
“Subordinations” shall have the meaning given in the Cape Town Convention.
“Subsidiary” shall mean, with respect to any Person (in this definition referred to as
the “parent”), any corporation, association or other business entity (whether now existing
or hereafter organized) of which at least a majority of the securities or other ownership or
membership interests having ordinary voting power for the election of directors is, at the time as
of which any determination is being made, owned or controlled by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless
otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a
Subsidiary or Subsidiaries of the Borrower.
“Supporting Route Facilities” shall mean gates, ticket counters and other facilities
assigned, allocated, leased, or made available to the Borrower at non-U.S. airports used in the
operation of scheduled service over a Route.
“Swap Termination Value” shall mean, in respect of any contract or agreement relating
to Indebtedness permitted by Section 6.03(f) or (g), after taking into account the effect of any
legally enforceable netting agreement relating to such contract or agreement, (a) for any date on
or after the date such contract or agreement has been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any date prior to the
date referenced in clause (a), the amount(s) determined as the xxxx-to-market value(s) for such
contract or agreement, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such contract or agreement (which may include a
Lender or any Affiliate of a Lender).
“Syndication Agent” shall have the meaning set forth in the first paragraph of this
Agreement.
“Taxes” shall mean any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.
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“Termination Date” shall mean the earlier to occur of (a) the Maturity Date and (b)
the acceleration of the Loans and the termination of the Commitments (which, in the case of the
Credit-Linked Deposit, means that the obligation to issue Credit-Linked Deposit Letters of Credit
or make Credit-Linked Deposit Loans shall terminate and the Credit-Linked Deposits shall be
returned to the Credit-Linked Deposit Lenders) in accordance with the terms hereof.
“Termination Event” shall mean (a) any “reportable event”, as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which
the 30-day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of
PBGC Reg. 4043), (b) an event described in Section 4068 of ERISA, (c) the withdrawal of the
Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a
“substantial employer,” as such term is defined in Section 4001(a)(2) of ERISA, (d) the incurrence
of liability by the Borrower or any ERISA Affiliate under Section 4064 of ERISA upon the
termination of a Multiple Employer Plan, (e) the imposition of Withdrawal Liability or receipt of
notice from a Multiemployer Plan that such liability may be imposed, (f) a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA, (g) providing notice of intent to terminate a Plan pursuant to Section 4041(c)
of ERISA or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, if such
amendment requires the provision of security, (h) the institution of proceedings to terminate a
Plan by the PBGC under Section 4042 of ERISA, (i) the existence with respect to any Plan of an
“accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA)
and, on and after the effectiveness of the Pension Act, any failure by any Plan to satisfy the
minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA)
applicable to such Plan, whether or not waived, (j) the filing pursuant to Section 412(d) of the
Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan, or (k) any other event or condition which would reasonably be expected to
constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan, or the imposition of any liability under Title IV of ERISA (other
than for the payment of premiums to the PBGC in the ordinary course). Notwithstanding the above,
for purposes of this definition, the sale by the Borrower of its interest in Comair shall not be
considered a “reportable event” under clause (a) above.
“Title 14” shall mean Title 14 of the United States Code of Federal Regulations,
including Part 93, Subparts K and S thereof, as amended from time to time or any successor or
recodified regulation.
“Title 49” shall mean Title 49 of the United States Code, which, among other things,
recodified and replaced the U.S. Federal Aviation Act of 1958, and the rules and regulations
promulgated pursuant thereto or any subsequent legislation that amends, supplements or supersedes
such provisions.
“Tooling” shall mean tooling inventory, including but not limited to dies, molds,
tooling, casting patterns, gauges, jigs, racks and stands for engines, cowls, radome and wheels,
aircraft jacks, test benches, test equipment, lathes, welders, grinders, presses, punches and
hoists and other similar items (whether or not completed or fixed or handheld).
40
“Total Collateral Coverage Ratio” shall have the meaning set forth in Section 6.06(b).
“Total Credit-Linked Deposit” shall mean, at any time, the sum of all Credit-Linked
Deposits at such time, as the same may be reduced from time to time pursuant to this Agreement.
“Total Credit-Linked Deposit LC Available Amount” shall mean, at any time, the excess,
if any, of the Total Credit-Linked Deposit over the then outstanding aggregate principal amount of
the Credit-Linked Deposit Loans.
“Total Obligations” shall have the meaning set forth in Section 6.06(b).
“Total Revolving Commitment” shall mean, at any time, the sum of the Revolving
Commitments at such time.
“Total Revolving Extensions of Credit” shall mean, at any time, the aggregate amount
of the Revolving Extensions of Credit of the Revolving Lenders outstanding at such time.
“Transactions” shall mean the execution, delivery and performance by the Borrower and
Guarantors of this Agreement and the other Loan Documents to which they may be a party, the
creation of the Liens in the Collateral in favor of the Collateral Agent, the borrowing of Loans
and the use of the proceeds thereof and the request for and issuance of Letters of Credit
hereunder.
“Travel Agency Cash Transaction” shall mean any purchase in cash or check of a ticket
through a travel agency that is a member of Bank Settlement Plan or Airline Reporting Corporation,
as applicable, it being understood and agreed that the account receivable in respect of such
purchase that is included in the calculation of Eligible Account shall be net of any set-off for
commissions or refunds and shall be included only to the extent such travel agency is
unconditionally required to pay such net amount to the applicable clearinghouse or for the account
of the Borrower.
“Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
LIBO Rate or the Alternate Base Rate and when used in reference to any Commitment, refers to
whether such Commitment is a Revolving Commitment or Credit-Linked Deposit.
“UBS” shall mean UBS Securities LLC.
“UBS Finance” shall mean UBS Loan Finance LLC.
“UCC” shall mean the Uniform Commercial Code as in effect in the State of New York
from time to time.
“United States Citizen” shall have the meaning set forth in Section 3.02.
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“Unrestricted Cash” shall mean all cash and Permitted Investments of the Borrower and
the Guarantors held in accounts (other than the Escrow Accounts, Payroll Accounts and Restricted
Accounts) which are the subject of Control Agreements that have been executed and delivered to the
Collateral Agent.
“Unused Total Revolving Commitment” shall mean, at any time, (a) the Total Revolving
Commitment less (b) the Total Revolving Extensions of Credit.
“Use or Lose Rule” shall mean with respect to FAA Slots or Foreign Slots, as the case
may be, the terms of 14 C.F.R. Section 93.227 or other applicable utilization requirements issued
by the FAA, other Governmental Authorities, any Foreign Aviation Authorities or any Airport
Authorities.
“Visa/MasterCard Dollar Trigger Event” shall mean any amendment to the existing
processing agreement or the Borrower entering into any replacement processing agreement with
respect to Visa and MasterCard receivables denominated in Dollars that changes the percentage or
calculation of reserves held by the credit card processing bank in respect of such receivables
(solely, in the case of any such change in calculation, to the extent resulting in a calculation
that is no longer based upon Unearned Value (as such term is defined in the definition of
“Estimated Credit Card Receivables Component” contained herein)).
“Withdrawal Liability” shall have the meaning given such term under Part I of
Subtitle E of Title IV of ERISA and shall include liability that results from either a complete or
partial withdrawal.
SECTION 1.02.
Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The
word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, restated, supplemented, extended, amended and restated or otherwise
modified (subject to any restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include such Person’s
permitted successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement, (e) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights and (f) “knowledge” or “aware” or words of similar
import shall mean, when used in reference to the Borrower or the Guarantors, the actual knowledge
of any Responsible Officer.
SECTION 1.03.
Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance
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with GAAP, as in effect from time to time; provided that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate
the effect of any change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the Borrower that the
Required Lenders request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the application thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith. Upon any such request for an amendment, the Borrower,
the Required Lenders and the Administrative Agent agree to consider in good faith any such
amendment in order to amend the provisions of this Agreement so as to reflect equitably such
accounting changes so that the criteria for evaluating the Borrower’s financial condition shall be
the same after such accounting changes as if such accounting changes had not occurred.
SECTION 2.
SECTION 2.01. Commitments of the Lenders; Credit-Linked Deposit Loans.
(a) Revolving Commitment. (i) Each Revolving Lender severally, and not jointly with
the other Revolving Lenders, agrees, upon the terms and subject to the conditions herein set forth,
to make revolving credit loans denominated in Dollars (each a “Revolving Loan” and
collectively, the “Revolving Loans”) to the Borrower at any time and from time to time
during the Revolving Availability Period in an aggregate principal amount not to exceed, when added
to such Revolving Lender’s Revolving LC Exposure, the Revolving Commitment of such Lender, which
Revolving Loans may be repaid and reborrowed in accordance with the provisions of this Agreement.
At no time shall the sum of the then outstanding aggregate principal amount of the Revolving Loans
plus the Revolving LC Exposure exceed the Total Revolving Commitment.
(ii) Each Borrowing of a Revolving Loan shall be made from the Revolving Lenders pro rata in
accordance with their respective Revolving Commitments; provided, however, that the
failure of any Revolving Lender to make any Revolving Loan shall not in itself relieve the other
Revolving Lenders of their obligations to lend.
(b) Making of Credit-Linked Deposit Loans. Each Credit-Linked Deposit Lender shall
pay to the Administrative Agent its Credit-Linked Deposit in full in Dollars on the Closing Date.
Upon the terms and subject to the conditions herein set forth (including, without limitation, the
provisions of Section 2.27 and Section 4) each Credit-Linked Deposit Lender, severally and not
jointly with the other Credit-Linked Deposit Lenders, agrees to make loans (each a
“Credit-Linked Deposit Loan” and collectively, the “Credit-Linked Deposit Loans”)
in Dollars to the Borrower at any time and from time to time during the Credit-Linked Deposit
Availability Period; provided that, after giving effect to any such Credit-Linked Deposit Loan, (i)
the aggregate outstanding principal amount of the Credit-Linked Deposit Loans of such Credit-Linked
Deposit Lender plus such Credit-Linked Deposit Lender’s Credit-Linked Deposit LC
43
Exposure does not exceed such Credit-Linked Deposit Lender’s Credit-Linked Deposit and (ii)
the Credit-Linked Deposit Outstanding Exposure does not exceed the Total Credit-Linked Deposit.
Credit-Linked Deposit Loans made pursuant to this subsection (b) may be repaid and reborrowed in
accordance with the provisions of this agreement.
(c) Pro Rata Funding. Each Credit-Linked Deposit Borrowing shall be funded by the
Credit-Linked Deposit Lenders pro rata in accordance with their respective Credit-Linked Deposit
Percentages, solely from amounts on deposit in the Credit-Linked Deposit Account pursuant to the
terms and conditions set forth herein.
(d) Type of Borrowing. Except as otherwise provided in Section 2.03(b), each
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request
in accordance herewith. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay such Loan in
accordance with the terms of this Agreement.
(e) Amount of Borrowing. At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is in an integral
multiple of $1,000,000 and not less than $5,000,000. At the time that each ABR Borrowing is made,
such Borrowing shall be in an aggregate amount that is an integral multiple of $100,000 and not
less than $1,000,000 provided, that an ABR Borrowing may be in an aggregate amount that is
equal to the entire Unused Total Revolving Commitment or the entire Excess Credit-Linked Deposits,
as the case may be, or that is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.02(f). Borrowings of more than one Type may be outstanding at the same
time.
(f) Limitation on Interest Period. Notwithstanding any other provision of this
Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
SECTION 2.02. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein (including, with respect to issuances of Credit-Linked Deposit Letters
of Credit, Section 2.27), the Borrower may request the issuance of (and, subject to the penultimate
sentence of clause (b) below, the Issuing Lender shall issue) (1) Credit-Linked Deposit Letters of
Credit, at any time and from time to time during the Credit-Linked Deposit Availability Period, and
(2) Revolving Letters of Credit, at any time and from time to time during the Revolving
Availability Period, in each case, for the Borrower’s own account or the account of the Borrower or
any Subsidiary, in a form reasonably acceptable to the Administrative Agent, the Issuing Lender and
the Borrower. For purposes hereof, (i) Letters of Credit shall at all times and from time to time
be deemed to be (x) Credit-Linked Deposit Letters of Credit (other than any Letter of Credit
denominated in an Alternative Currency) to the extent the aggregate principal amount of such
Letters of Credit does not exceed the Total Credit-Linked Deposit LC Available Amount and (y)
Revolving Letters of Credit (A) to the extent, and in the amount by which, the aggregate principal
amount of all outstanding Letters of Credit denominated in Dollars exceeds the Total Credit-Linked
Deposit LC Available Amount and (B)
44
if such Letters of Credit are denominated in any Alternative Currency, (ii) drawings under any
Letter of Credit denominated in any Alternative Currency shall be deemed to have been made under
Revolving Letters of Credit, (iii) drawings under any Letter of Credit denominated in Dollars shall
be deemed to have been made under Revolving Letters of Credit for so long as, and to the extent
that, there are any undrawn Revolving Letters of Credit denominated in Dollars outstanding (and
thereafter shall be deemed to have been made under Credit-Linked Deposit Letters of Credit) and
(iv) any Letter of Credit denominated in Dollars that expires or terminates will be deemed to be a
Revolving Letter of Credit, for so long as, and to the extent that, there are outstanding Revolving
Letters of Credit denominated in Dollars immediately prior to such expiration or termination;
provided, however, that, at any time during which an Event of Default shall have
occurred and be continuing and the Required Credit-Linked Deposit Lenders shall have notified the
Administrative Agent of their election to trigger the terms of this proviso, (I) Letters of Credit
denominated in Dollars shall be deemed to be Revolving Letters of Credit and Credit-Linked Deposit
Letters of Credit, (II) drawings under Letters of Credit denominated in Dollars shall be deemed to
have been made under Revolving Letters of Credit and Credit-Linked Deposit Letters of Credit and
(III) any Letter of Credit that expires or terminates shall be deemed to be a Revolving Letter of
Credit and a Credit-Linked Deposit Letter of Credit, in each case pro rata based
upon (1) the Revolving LC Exposure immediately prior to such Event of Default determined in
accordance with the foregoing provisions of this Section 2.02(a) and (2) the Credit-Linked Deposit
LC Exposure immediately prior to such Event of Default determined in accordance with the foregoing
provisions of this Section 2.02(a). To the extent necessary to implement the foregoing, the
identification of a Letter of Credit as a Revolving Letter of Credit or a Credit-Linked Deposit
Letter of Credit may change from time to time and a portion of a Letter of Credit may be deemed to
be a Credit-Linked Deposit Letter of Credit and the remainder be deemed to be a Revolving Letter of
Credit. Any such reallocations shall be made in a manner to be determined by the Administrative
Agent. In the event of any inconsistency between the terms and conditions of this Agreement and
the terms and conditions of any form of letter of credit application or other agreement submitted
by the Borrower to, or entered into by the Borrower with, the Issuing Lender relating to any Letter
of Credit, the terms and conditions of this Agreement shall control.
(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the Borrower shall either provide (i) telephonic notice promptly followed by written
notice or (ii) hand deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the Issuing Lender (which approval shall not be unreasonably
withheld, delayed or conditioned)) to the Issuing Lender and the Administrative Agent (reasonably
in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or
extended, and specifying (1) the date of issuance, amendment, renewal or extension (which shall be
a Business Day), (2) the date on which such Letter of Credit is to expire (which shall comply with
paragraph (c) of this Section), (3) the amount of such Letter of Credit, (4) for Revolving Letters
of Credit, the currency of such Letter of Credit, (5) the name and address of the beneficiary
thereof and (6) such other information as shall be necessary to prepare, amend, renew or extend
such Letter of Credit. If requested by the Issuing Lender, the Borrower also shall submit a letter
of credit application on the Issuing
45
Lender’s standard form in connection with any request for a Letter of Credit;
provided, that to the extent such standard form is inconsistent with the Loan Documents,
the Loan Documents shall control. A Letter of Credit shall be issued, amended, renewed or extended
only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower
shall be deemed to represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (v) the LC Exposure shall not exceed the sum of the Revolving LC Commitment
and the Total Credit-Linked Deposit, (w) the Revolving LC Exposure shall not exceed the Revolving
LC Commitment, (x) the aggregate amount of the Unused Total Revolving Commitment shall not be less
than zero, (y) the Credit-Linked Deposit LC Exposure shall not exceed the Total Credit-Linked
Deposit and (z) the Credit-Linked Deposit Outstanding Exposure shall not exceed the Total
Credit-Linked Deposit. No Issuing Lender (other than an Affiliate of the Administrative Agent)
shall permit any such issuance, renewal, extension or amendment resulting in an increase in the
amount of any Letter of Credit to occur without first obtaining written confirmation from the
Administrative Agent that it is then permitted under this Agreement.
(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date that is one year after the date of the issuance of such
Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal
or extension) and (ii) the date that is five Business Days prior to the Maturity Date.
(d) Participations. (A) By the issuance of a Revolving Letter of Credit (or an
amendment, renewal or extension of a Revolving Letter of Credit, including any amendment increasing
the amount thereof, or in connection with any part of any Letter of Credit being deemed to be a
Revolving Letter of Credit pursuant to Section 2.02(a)), and without any further action on the part
of the Issuing Lender or the Revolving Lenders, the Issuing Lender hereby grants to each Revolving
Lender, and each Revolving Lender hereby acquires from the Issuing Lender, a participation in such
Revolving Letter of Credit equal to such Revolving Lender’s Revolving Commitment Percentage of the
Dollar Amount available to be drawn under such Letter of Credit. In consideration and in
furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Lender, such Revolving Lender’s
Revolving Commitment Percentage of the Dollar Amount of each Revolving LC Disbursement made by the
Issuing Lender and not reimbursed by the Borrower on the date due as provided in paragraph (e) of
this Section, or of any reimbursement payment required to be refunded to the Borrower for any
reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Revolving Letters of Credit is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including any amendment,
renewal or extension of any Revolving Letter of Credit or the occurrence of an Event of Default or
reduction or termination of the Revolving Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.
(B) By the issuance of a Credit-Linked Deposit Letter of Credit (or an amendment, renewal or
extension of a Credit-Linked Deposit Letter of Credit, including any amendment increasing the
amount thereof, or in connection with any part of any Letter of Credit being deemed to be a
Credit-Linked Deposit Letter of Credit pursuant to Section 2.02(a)) and without any further action
on the part of the Issuing Lender or the Credit-Linked Deposit
46
Lenders, the Issuing Lender hereby grants to each Credit-Linked Deposit Lender, and each
Credit-Linked Deposit Lender hereby acquires from the Issuing Lender, a participation in such
Credit-Linked Deposit Letter of Credit equal to such Credit-Linked Deposit Lender’s Credit-Linked
Deposit Percentage of the aggregate principal amount available to be drawn under such Credit-Linked
Deposit Letter of Credit. In consideration and in furtherance of the foregoing, each Credit-Linked
Deposit Lender hereby absolutely and unconditionally agrees that if the Issuing Lender makes a
Credit-Linked Deposit LC Disbursement which is not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or is required to refund any reimbursement payment in
respect of a Credit-Linked Deposit LC Disbursement to the Borrower for any reason, the
Administrative Agent shall reimburse the Issuing Lender for the amount of such Credit-Linked
Deposit LC Disbursement from the Credit-Linked Deposit Lenders’ Credit-Linked Deposits on deposit
in the Credit-Linked Deposit Account on a pro rata basis in accordance with each Credit-Linked
Deposit Lender’s Credit-Linked Deposit Percentage of such Credit-Linked Deposit LC Disbursement.
In the event any such Credit-Linked Deposits are withdrawn by the Administrative Agent from the
Credit-Linked Deposit Account to reimburse the Issuing Lender for an unreimbursed Credit-Linked
Deposit LC Disbursement, the Borrower shall have the right, but not the obligation, at any time
prior to the Maturity Date, to pay over to the Administrative Agent in reimbursement thereof an
amount equal to the amount so charged, and such payment shall be deposited by the Administrative
Agent in the Credit-Linked Deposit Account. A certificate of the Issuing Lender submitted to any
Credit-Linked Deposit Lender with respect to any amounts owing under this section shall be
conclusive in the absence of manifest error. Each Credit-Linked Deposit Lender acknowledges and
agrees that its obligation to acquire and fund participations in respect of Credit-Linked Deposit
Letters of Credit pursuant to this subparagraph (B) is absolute, unconditional and irrevocable and
shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension
of any Credit-Linked Deposit Letter of Credit or the occurrence of an Event of Default or the
return of the Credit-Linked Deposits, and that each such payment shall be made without any offset,
abatement, withholding or reduction whatsoever. Without limiting the foregoing, each Credit-Linked
Deposit Lender irrevocably authorizes the Administrative Agent to apply amounts of its
Credit-Linked Deposit as provided in this subparagraph (B), whether or not the conditions to borrow
set forth in Section 4.02 are satisfied. Each Credit-Linked Deposit Lender hereby grants, without
prejudice to the other provisions of this Agreement, to the Issuing Lender a security interest in
its interest in the Credit-Linked Deposit Account and all amounts on deposit therein as collateral
security for its obligations to the Issuing Lender under this Agreement and agrees that the Issuing
Lender may exercise all rights and remedies of a secured party under the UCC or any other
applicable law.
(e) Reimbursement. If the Issuing Lender shall make any LC Disbursement in respect of
a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to the Dollar Amount of such LC Disbursement or (subject to
the two immediately succeeding sentences), with respect to any Revolving Letter of Credit
denominated in an Alternative Currency, an amount equal to the amount of such Revolving LC
Disbursement in the applicable Alternative Currency not later than the first Business Day following
the date the Borrower receives notice of such LC Disbursement; provided, that, in the case
of any LC Disbursement made in Dollars, to the extent not reimbursed and, subject to the
satisfaction (or waiver) of the conditions to borrowing set forth herein, including, without
limitation, making a request in accordance with Section 2.03(a) or 2.02(e)(B)
47
that such payment shall be financed with an ABR Revolving Borrowing or Credit-Linked Deposit
Loans, as the case may be, in an equivalent amount and, to the extent so financed, the Borrower’s
obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving
Borrowing or Credit-Linked Deposit Loans, as the case may be. If the Borrower’s reimbursement of,
or obligation to reimburse, any amounts in any Alternative Currency would subject the
Administrative Agent, the applicable Issuing Lender or any Lender to any stamp duty, ad valorem
charge or similar tax that would not be payable if such reimbursement were made or required to be
made in Dollars, the Borrower shall pay the amount of any such tax requested by the Administrative
Agent, the relevant Issuing Lender or Lender. If the Borrower fails to make such payment when due,
then (i) if such payment relates to an Alternative Currency Revolving Letter of Credit,
automatically and with no further action required, the Borrower’s obligation to reimburse the
applicable Revolving LC Disbursement shall be permanently converted into an obligation to reimburse
the Dollar Amount of such Revolving LC Disbursement and (ii) the Administrative Agent shall
promptly notify the applicable Issuing Lender of the applicable Revolving LC Disbursement and the
Dollar Amount thereof.
(A) If the Borrower fails to make any payment due under paragraph (e) above with
respect to a Revolving Letter of Credit when due (including by a Borrowing), the
Administrative Agent shall notify each Revolving Lender of the applicable Revolving
LC Disbursement (as converted to Dollars, if applicable), the payment then due from
the Borrower in respect thereof and such Revolving Lender’s Revolving Commitment
Percentage thereof. Promptly following receipt of such notice, each Revolving Lender
shall pay to the Administrative Agent its Revolving Commitment Percentage of the
payment then due from the Borrower, in the same manner as provided in Section 2.04
with respect to Revolving Loans made by such Revolving Lender (and Section 2.04 shall
apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders), and the Administrative Agent shall promptly pay to the Issuing Lender the
amounts so received by it from the Revolving Lenders. Promptly following receipt by
the Administrative Agent of any payment from the Borrower pursuant to this Section
2.02(e) with respect to any Revolving LC Disbursement, the Administrative Agent shall
distribute such payment to the Issuing Lender or, to the extent that Revolving
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Lender, then to such Revolving Lenders and the Issuing Lender as their interests may
appear. Any payment made by a Revolving Lender pursuant to this paragraph to
reimburse the Issuing Lender for any Revolving LC Disbursement (other than the
funding of ABR Loans as contemplated above) shall not constitute a Revolving Loan and
shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.
(B) If the Borrower is obligated to make any payment due under paragraph (e)
above with respect to a Credit-Linked Deposit Letter of Credit when due (including by
a Borrowing), the Administrative Agent shall notify each Credit-Linked Deposit Lender
of the applicable Credit-Linked Deposit LC Disbursement, the payment then due from
the Borrower in respect thereof and such Credit-Linked Deposit Lender’s Credit-Linked
Deposit Percentage thereof, and the Administrative Agent shall promptly withdraw and
pay to the Issuing Lender each
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Credit-Linked Deposit Lender’s Credit-Linked Deposit Percentage of the Dollar
Amount of such Credit-Linked Deposit LC Disbursement from such Credit-Linked Deposit
Lender’s Credit-Linked Deposit. Upon telephonic notice to the Administrative Agent,
the Borrower may elect that amounts so withdrawn be deemed Credit-Linked Deposit
Loans made on such date by each such Credit-Linked Deposit Lender in an amount equal
to its Credit-Linked Deposit Percentage of the amount of such withdrawal; provided
that at the time of such election the conditions to borrowing set forth in Section
4.02 shall have been met with respect to any such Credit-Linked Deposit Loan.
Promptly following receipt by the Administrative Agent of any payment by the Borrower
in respect of any Credit-Linked Deposit LC Disbursement, the Administrative Agent
shall credit such payment to the Credit-Linked Deposit Account to be added to the
Credit-Linked Deposits of the Credit-Linked Deposit Lenders in accordance with their
Credit-Linked Deposit Percentages. The Borrower acknowledges that each payment made
pursuant to this subparagraph (B) in respect of any Credit-Linked Deposit LC
Disbursement is required to be made for the benefit of the distributees indicated in
the immediately preceding sentence. Any payment made from the Credit-Linked Deposit
Account, or from funds of the Administrative Agent, pursuant to this paragraph to
reimburse the Issuing Lender for any Credit-Linked Deposit LC Disbursement (other
than the funding of Credit-Linked Deposit Loans as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to reimburse
such Credit-Linked Deposit LC Disbursement.
(f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in
any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by
the Issuing Lender under a Letter of Credit against presentation of a draft or other document that
does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
the Borrower’s obligations hereunder. Neither the Administrative Agent, the Revolving Lenders, the
Credit-Linked Deposit Lenders nor the Issuing Lender, nor any of their Related Parties, shall have
any liability or responsibility by reason of or in connection with the issuance or transfer of any
Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the Issuing Lender; provided, that the foregoing shall not be construed to
excuse the Issuing Lender from liability to the Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to
the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing
Lender’s failure to exercise care when determining whether drafts and
49
other documents presented under a Letter of Credit comply with the terms thereof. The parties
hereto expressly agree that, in the absence of gross negligence, bad faith or willful misconduct on
the part of the Issuing Lender (as finally determined by a court of competent jurisdiction), the
Issuing Lender shall be deemed to have exercised care in each such determination. In furtherance
of the foregoing and without limiting the generality thereof, the parties agree that, with respect
to documents presented which appear on their face to be in substantial compliance with the terms of
a Letter of Credit, the Issuing Lender may, in its sole discretion, either accept and make payment
upon such documents without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such documents if such
documents are not in strict compliance with the terms of such Letter of Credit.
(g) Disbursement Procedures. The Issuing Lender shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Lender shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Lender has
made or will make an LC Disbursement thereunder; provided, that any failure to give or
delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the
Issuing Lender and the Revolving Lenders or Credit-Linked Deposit Lenders with respect to any such
LC Disbursement in accordance with the terms herein.
(h) Interim Interest. If the Issuing Lender shall make any LC Disbursement, then,
unless the Borrower shall reimburse (including by a Borrowing) such LC Disbursement in full not
later than the first Business Day following the date such LC Disbursement is made, the unpaid
amount thereof shall bear interest, for each day from and including the date such LC Disbursement
is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate
per annum then applicable to ABR Revolving Loans; provided, that, if the Borrower fails to
reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section
2.08 shall apply; provided further that, in the case of a Revolving LC Disbursement
made under a Revolving Letter of Credit in an Alternative Currency, the amount of interest due with
respect thereto shall (i) in the case of any Revolving LC Disbursement that is reimbursed on the
Business Day immediately succeeding such Revolving LC Disbursement, (A) be payable in the
applicable Alternative Currency and (B) if not reimbursed on the date of such Revolving LC
Disbursement, bear interest at a rate equal to the rate reasonably determined by the applicable
Issuing Lender to be the cost to such Issuing Lender of funding such Revolving LC Disbursement plus
the Applicable Margin applicable to Eurodollar Revolving Loans at such time and (ii) in the case of
any Revolving LC Disbursement that is reimbursed after the Business Day immediately succeeding such
Revolving LC Disbursement (A) be payable in Dollars, (B) accrue on the Dollar Amount of such
Revolving LC Disbursement and (C) bear interest as provided above. Interest accrued pursuant to
this paragraph shall be for the account of the Issuing Lender, except that interest accrued on and
after the date of payment by any Revolving Lender pursuant to paragraph (e)(A) of this Section or
from the Credit-Linked Deposit of any Credit-Linked Deposit Lender pursuant to paragraph (e)(B) of
this Section to reimburse the Issuing Lender shall be for the account of such Lender to the extent
of such payment.
(i) Replacement of the Issuing Lender. Any Issuing Lender may be replaced at any time
by written agreement among the Borrower, the Administrative Agent, the replaced
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Issuing Lender and the successor Issuing Lender. The Administrative Agent shall notify the
Revolving Lenders and the Credit-Linked Deposit Lenders of any such replacement of the Issuing
Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced Issuing Lender pursuant to Section 2.21. From and
after the effective date of any such replacement, (i) the successor Issuing Lender shall have all
the rights and obligations of the Issuing Lender under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing Lender” shall be
deemed to refer to such successor or to any previous Issuing Lender, or to such successor and all
previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender
hereunder, the replaced Issuing Lender shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of
Credit issued by it prior to such replacement, but shall not be required to issue additional
Letters of Credit.
(j) Replacement of Letters of Credit; Cash Collateralization. The Borrower shall (i)
upon or prior to the occurrence of the Termination Date (x) cause all Letters of Credit which
expire after the Termination Date (the “Outstanding Letters of Credit”) to be returned to
the Issuing Lender undrawn and marked “cancelled” or (y) if the Borrower does not do so in whole or
in part either (A) provide one or more “back-to-back” letters of credit to each applicable Issuing
Lender with respect to any such Outstanding Letters of Credit in a form reasonably satisfactory to
each such Issuing Lender and the Administrative Agent, issued by a bank reasonably satisfactory to
each such Issuing Lender and the Administrative Agent, and/or (B) deposit cash in the Letter of
Credit Account, as collateral security for the Borrower’s reimbursement obligations in connection
with any such Outstanding Letters of Credit (such deposit in the amounts set forth below “Cash
Collateralization”), such cash (or any applicable portion thereof) to be promptly remitted to
the Borrower (provided no Event of Default or event which upon notice or lapse of time or both
would constitute an Event of Default has occurred or is continuing) upon the expiration,
cancellation or other termination or satisfaction of the Borrower’s reimbursement obligations with
respect to such Outstanding Letters of Credit, in whole or in part; in an aggregate principal
amount for all such “back-to-back” letters of credit and any such Cash Collateralization equal to
102% of the then outstanding amount of all LC Exposure (less the amount, if any, on deposit
in the Letter of Credit Account prior to taking any action pursuant to clauses (A) or (B) above)
and (ii) if required pursuant to Section 2.28(b), deposit in the Letter of Credit Account, an
amount required pursuant to Section 2.28(b); provided that the portions of such amount
attributable to undrawn Alternative Currency Revolving Letters of Credit or Revolving LC
Disbursements in an Alternative Currency that the Borrower is not late in reimbursing shall be
deposited in the applicable Alternative Currencies in the actual amounts of such undrawn Revolving
Letters of Credit and Revolving LC Disbursements. The Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over the Letter of Credit
Account. Other than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the Administrative Agent (in accordance with its
usual and customary practices for investments of this type) and at the Borrower’s risk and
reasonable expense, such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. Moneys in such account shall be applied by the
Administrative Agent to reimburse the Issuing Lender for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for
51
the LC Exposure at such time. If the Borrower is required to provide an amount of cash
collateral hereunder pursuant to Section 2.28(b), such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after Section 2.28(b) no
longer requires the provision of such cash collateral.
(k) Issuing Lender Agreements. Unless otherwise requested by the Administrative
Agent, each Issuing Lender shall report in writing to the Administrative Agent (i) on the first
Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit
during the immediately preceding week, including all issuances, extensions, amendments and
renewals, all expirations and cancellations and all disbursements and reimbursements, (ii) on or
prior to each Business Day on which such Issuing Lender expects to issue, amend, renew or extend
any Letter of Credit, the date of such issuance, amendment, renewal or extension, the aggregate
face amount of the Letters of Credit to be issued, amended, renewed, or extended by it (and
whether, subject to Section 2.02(b), the face amount of any such Letter of Credit was changed
thereby) and the aggregate face amount of such Letters of Credit outstanding after giving effect to
such issuance, amendment, renewal or extension, (iii) on each Business Day on which such Issuing
Lender makes any LC Disbursement, the date of such LC Disbursement and the amount of such LC
Disbursement, (iv) on any Business Day on which a Borrower fails to reimburse an LC Disbursement
required to be reimbursed to such Issuing Lender on such day, the date of such failure, and the
amount of such LC Disbursement and (v) on any other Business Day, such other information as the
Administrative Agent shall reasonably request.
(l) Conversion. In the event that the Loans become immediately due and payable on any
date pursuant to Section 7.01, all amounts (i) that the Borrower is at the time or thereafter
becomes required to reimburse or otherwise pay to the Administrative Agent in respect of Revolving
LC Disbursements made under any Alternative Currency Letter of Credit (other than amounts in
respect of which such Borrower has deposited cash collateral pursuant to Section 2.02(j), if such
cash collateral is deposited in the applicable Alternative Currency to the extent so deposited or
applied), (ii) that the Revolving Lenders are at the time or thereafter become required to pay to
the Administrative Agent and the Administrative Agent is at the time or thereafter becomes required
to distribute to the applicable Issuing Lender pursuant to Section 2.02(e) in respect of
unreimbursed Revolving LC Disbursements made under any Alternative Currency Revolving Letter of
Credit and (iii) of each Revolving Lender’s participation in any Alternative Currency Letter of
Credit under which a Revolving LC Disbursement has been made shall, automatically and with no
further action required, be converted into the Dollar Amount of such amounts. On and after such
conversion, all amounts accruing and owed to the Administrative Agent, the applicable Issuing
Lender or any Lender in respect of the Obligations described in this paragraph shall accrue and be
payable in Dollars at the rates otherwise applicable hereunder.
SECTION 2.03. Requests for Borrowings.
(a) Revolving Loans. Unless otherwise agreed to by the Administrative Agent in
connection with making the initial Revolving Loans, to request a Borrowing of Revolving Loans, the
Borrower shall notify the Administrative Agent of such request by telephone (i) in the case of a
Eurodollar Borrowing, not later than 2:00 p.m., New York City
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time, three (3) Business Days before the date of the proposed Borrowing and (ii) in the case
of an ABR Borrowing, not later than 10:00 a.m., New York City time, on the date of the proposed
Borrowing; provided, that any such notice of an ABR Borrowing to finance the reimbursement
of an LC Disbursement as contemplated by Section 2.02(e) may be given not later than 12:00 noon,
New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request
shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent
and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the
following information in compliance with Section 2.01(a):
(i) the aggregate amount of the requested Borrowing (which shall comply with Section
2.01(e));
(ii) the date of such Borrowing, which shall be a Business Day;
(iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and
(iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”.
If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. Promptly following receipt of a Borrowing Request in accordance with this Section
2.03(a), the Administrative Agent shall advise each Revolving Lender of the details thereof and of
the amount of such Revolving Lender’s Loan to be made as part of the requested Borrowing.
(b) Credit-Linked Deposit Loan. To request the Borrowing of Credit-Linked Deposit
Loans, the Borrower shall notify the Administrative Agent of such request by telephone (i) in the
case of a Eurodollar Borrowing, not later than 2:00 p.m., New York City time, three (3) Business
Days (or, in the case of a Borrowing on the Closing Date, two (2) Business Days) before the date of
the proposed Borrowing and (ii) in the case of an ABR Borrowing, not later than 10:00 a.m., New
York City time, on the date of the proposed Borrowing; provided, that any such notice of an
ABR Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.02(e)
may be given not later than 12:00 noon, New York City time, on the date of the proposed Borrowing.
Such telephonic notice shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. Such telephone and written Borrowing Request
shall specify the following information in compliance with Section 2.01:
(i) the aggregate amount of the requested Borrowing (which shall comply with Section
2.01(e));
(ii) the date of such Borrowing, which shall be a Business Day;
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(iii) the portion of the Borrowing that is to be an ABR Borrowing and that is to be a
Eurodollar Borrowing; and
(iv) in the case of such portion of the Borrowing that is a Eurodollar Borrowing, the
initial Interest Period applicable thereto, which shall be a period contemplated by the
definition of the term “Interest Period”.
If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any portion of the requested
Borrowing that is to be a Eurodollar Borrowing, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration. Promptly following receipt of the Borrowing Request in
accordance with this Section 2.03(b), the Administrative Agent shall advise each Credit-Linked
Deposit Lender of the details thereof and of the amount of such Credit-Linked Deposit Lender’s Loan
to be made as part of the requested Borrowing.
SECTION 2.04. Funding of Borrowings. (a) Each Revolving Lender shall make each
Revolving Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 3:00 p.m., New York City time, or such earlier time as may be
reasonably practicable, to the account of the Administrative Agent most recently designated by it
for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the
Borrower designated by the Borrower in the applicable Borrowing Request; provided that ABR Loans
made to finance the reimbursement of an LC Disbursement as provided in Section 2.02(e) shall be
remitted by the Administrative Agent to the Issuing Lender.
(b) Unless the Administrative Agent shall have received notice from a Revolving Lender prior
to the proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with paragraph (a) of
this Section and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower
severally agree to pay to the Administrative Agent forthwith upon written demand such corresponding
amount with interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i)
in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation or
(ii) in the case of the Borrower, the interest rate otherwise applicable to such Borrowing. If
such Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing.
(c) Each Credit-Linked Deposit Lender hereby irrevocably authorizes the Administrative Agent
to make available to the Borrower an amount on deposit in the Deposit Account equal to such Credit
Linked Deposit Lender’s Percentage of such Credit-Linked Deposit Borrowing (it being understood
that the funding obligation of each Credit-Linked Deposit
54
Lender with respect to such Borrowing shall be required to be satisfied solely by making such
amount available, and the Borrower shall have no recourse against such Credit-Linked Deposit Lender
with respect to the satisfaction of such funding obligation). The Administrative Agent shall
disburse the relevant portions of the amounts on deposit in the Credit-Linked Deposit Accounts in
the manner specified in the applicable Borrowing Request.
SECTION 2.05. Interest Elections. (a) The Borrower may elect from time to time to
(i) convert ABR Loans to Eurodollar Loans, (ii) convert Eurodollar Loans to ABR Loans,
provided that any such conversion of Eurodollar Loans may only be made on the last day of
an Interest Period with respect thereto or (iii) continue any Eurodollar Loan as such upon the
expiration of the then current Interest Period with respect thereto
(b) To make an Interest Election Request pursuant to this Section, the Borrower shall notify
the Administrative Agent of such election by telephone by the time that a Borrowing Request would
be required under Section 2.03(a) or Section 2.03(b) if the Borrower were requesting a Borrowing of
the Type resulting from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form
approved by the Administrative Agent and signed by the Borrower.
(c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.01:
(i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);
(ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;
(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and
(iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.
If any such Interest Election Request requests a Eurodollar Revolving Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period
of one month’s duration.
(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.
55
(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing, and upon the request of the Required Lenders, (i) no
outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless
repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.
SECTION 2.06. Limitation on Eurodollar Tranches. Notwithstanding anything to the
contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and
all selections of Interest Periods shall be in such amounts and be made pursuant to such elections
so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans
comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000
in excess thereof and (b) no more than twenty Eurodollar Tranches shall be outstanding at any one
time.
SECTION 2.07. Interest on Loans.
(a) Subject to the provisions of Section 2.08, each ABR Loan shall bear interest (computed on
the basis of the actual number of days elapsed over a year of 360 days or, when the Alternate Base
Rate is based on the Prime Rate, a year with 365 days or 366 days in a leap year) at a rate per
annum equal to the Alternate Base Rate plus the Applicable Margin.
(b) Subject to the provisions of Section 2.08, each Eurodollar Loan shall bear interest
(computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per
annum equal, during each Interest Period applicable thereto, to the LIBO Rate for such Interest
Period in effect for such Borrowing plus the Applicable Margin.
(c) Accrued interest on all Loans shall be payable in arrears on each Interest Payment Date
applicable thereto, on the Termination Date and after the Termination Date on written demand and
(with respect to Eurodollar Loans) upon any repayment or prepayment thereof (on the amount repaid
or prepaid); provided that in the event of any conversion of any Eurodollar Loan to an ABR
Loan, accrued interest on such Loan shall be payable on the effective date of such conversion.
SECTION 2.08. Default Interest. If the Borrower or any Guarantor, as the case may be,
shall default in the payment of the principal of or interest on any Loan or in the payment of any
other amount becoming due hereunder (including, without limitation, the reimbursement pursuant to
Section 2.02(e) of any LC Disbursements), whether at stated maturity, by acceleration or otherwise,
the Borrower or such Guarantor, as the case may be, shall on written demand of the Administrative
Agent from time to time pay interest, to the extent permitted by law, on all overdue amounts up to
(but not including) the date of actual payment (after as well as before judgment) at a rate per
annum (computed on the basis of the actual number of days elapsed over a year of 360 days or when
the Alternate Base Rate is applicable and is based on the Prime Rate, a year with 365 days or 366
days in a leap year) equal to (a) with respect to any Loan, the rate then applicable for such
Borrowings plus 2.0%, (b) in the case of overdue
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unreimbursed amounts with respect to any Credit-Linked Deposit LC Disbursement, the rate
otherwise applicable to such Credit-Linked Deposit LC Disbursement as provided in Section 2.02(h)
plus 2% and (c) in the case of all other amounts, the rate applicable for ABR Loans plus
2.0%.
SECTION 2.09. Alternate Rate of Interest. In the event, and on each occasion, that on
the date that is two Business Days prior to (i) the commencement of any Interest Period for a
Eurodollar Loan or (ii) the determination of the Benchmark LIBOR Rate, the Administrative Agent
shall have reasonably determined (which determination shall be conclusive and binding upon the
Borrower absent manifest error) that reasonable means do not exist for ascertaining the applicable
LIBO Rate or the Benchmark LIBOR Rate, the Administrative Agent shall, as soon as practicable
thereafter, give written, facsimile or telegraphic notice of such determination to the Borrower and
the Lenders and, until the circumstances giving rise to such notice no longer exist, (i) any
request by the Borrower for a Borrowing of Eurodollar Loans hereunder (including pursuant to a
refinancing with Eurodollar Loans and including any request to continue, or to convert to,
Eurodollar Loans) shall be deemed a request for a Borrowing of ABR Loans and (ii) the Credit-Linked
Deposits shall be invested so as to earn a return equal to the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation and, for purposes of Section 2.27(b), shall equal the then
applicable ABR.
SECTION 2.10. Amortization of Credit-Linked Deposits; Repayment of Loans; Evidence of
Debt.
(a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the
ratable account of each Lender the then unpaid principal amount of each Loan on the Termination
Date.
(b) The Administrative Agent shall return Credit-Linked Deposits in the aggregate amount of
$6,000,000 to the Credit-Linked Deposit Lenders on March 31 of each year, beginning on March 31,
2008. To the extent not previously returned and subject to the Borrower’s compliance with Section
2.12(c), all Credit-Linked Deposits shall be returned to the Credit-Linked Deposit Lenders on the
Maturity Date. Any optional return of Credit-Linked Deposits effected pursuant to Section 2.11
shall be applied to reduce the subsequent scheduled returns of Credit-Linked Deposits as directed
by the Borrower. Each return of Credit-Linked Deposits pursuant to this Section 2.10(b) shall be
accompanied by accrued interest on the amount of Credit-Linked Deposits so returned to but
excluding the date of return.
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.
(d) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from the Borrower
to each Lender hereunder and (iii) the amount of any sum received
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by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share
thereof. The Borrower shall have the right, upon reasonable notice, to request information
regarding the accounts referred to in the preceding sentence.
(e) The entries made in the accounts maintained pursuant to paragraph (c) or (d) of this
Section shall be prima facie evidence of the existence and amounts of the obligations recorded
therein; provided that the failure of any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the obligation of the Borrower to
repay the Loans in accordance with the terms of this Agreement.
(f) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, the Borrower shall promptly execute and deliver to such Lender a promissory note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) in a form furnished by the Administrative Agent and reasonably acceptable to the Borrower.
Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 10.02) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such promissory note is
a registered note, to such payee and its registered assigns).
SECTION 2.11. Optional Termination or Reduction of Commitment; Reduction of Credit-Linked
Deposits. (a) Upon at least one (1) Business Day prior written notice to the Administrative
Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part
permanently reduce, the Unused Total Revolving Commitment; provided that each such notice
shall be revocable to the extent such termination or reduction would have resulted from a
refinancing of the Obligations, which refinancing shall not be consummated or shall otherwise be
delayed. Each such reduction of the Unused Total Revolving Commitment shall be in the principal
amount not less than $5,000,000 and in an integral multiple of $1,000,000. Simultaneously with
each reduction or termination of the Revolving Commitment, the Borrower shall pay to the
Administrative Agent for the account of each Revolving Lender the Commitment Fee accrued and unpaid
on the amount of the Revolving Commitment of such Revolving Lender so terminated or reduced through
the date thereof. Any reduction of the Total Revolving Commitment pursuant to this Section shall
be applied to reduce the Revolving Commitment of each Revolving Lender on a pro rata basis.
(b) Upon at least one (1) Business Day prior written notice, the Borrower may at any time or
from time to time direct the Administrative Agent to permanently reduce the Total Credit-Linked
Deposits; provided that each such notice shall be revocable to the extent such termination
or reduction would have resulted from a refinancing of the Obligations, which refinancing shall not
be consummated or shall otherwise be delayed; and provided further that (i) each
reduction of the Credit-Linked Deposits shall be in a principal amount not less than $5,000,000 and
in an integral multiple of $1,000,000 and (ii) the Borrower shall not direct the Administrative
Agent to reduce the Credit-Linked Deposits if, after giving effect to such reduction (and to the
provisions of Section 2.02(a)), the aggregate Credit-Linked Deposit Outstanding Exposure would
exceed the Total Credit-Linked Deposit. In the event the Credit-Linked Deposits shall be reduced
as provided in the preceding sentence, such reduction shall be applied ratably to the Credit-Linked
Deposits of the Credit-Linked Deposit Lenders and the
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Administrative Agent will return all amounts in the Credit-Linked Deposit Account in excess of
the reduced Total Credit-Linked Deposit to the Credit-Linked Deposit Lenders, ratably in accordance
with their Credit-Linked Deposit Percentages of the Total Credit-Linked Deposit (as determined
immediately prior to such reduction).
SECTION 2.12. Mandatory Prepayment; Commitment Termination.
(a) Within three (3) Business Days of the Borrower or any Guarantor receiving any Net Cash
Proceeds as a result of an Asset Sale or Recovery Event (including, without limitation, an Event of
Loss concerning an Airframe, Engine, Spare Engine or Spare Parts), the Borrower or such Guarantor
shall, if the Borrower shall not be in compliance with Section 6.06(a) or 6.06(b) on the date such
Net Cash Proceeds are received, deposit such received Net Cash Proceeds (solely to the extent
necessary to maintain compliance with Section 6.06(a) and (b)) into an account that is maintained
with the Administrative Agent for such purpose and subject to a Full Control Agreement;
provided that (i) in the case of the Net Cash Proceeds of any Event of Loss so deposited
and involving an Airframe, Engine or Spare Engine, the Borrower shall be permitted to use such Net
Cash Proceeds to replace such Airframe, Engine or Spare Engine, as the case may be, with a
Replacement Airframe or Replacement Engine, as the case may be, in accordance with the requirements
of the First Lien Aircraft Mortgage, with such Replacement Airframe or Replacement Engine to be
subject to the Lien of the Collateral Agent for the benefit of the First Priority Secured Parties
pursuant to the First Lien Aircraft Mortgage and otherwise satisfying the requirements of the First
Lien Aircraft Mortgage at the time of (or substantially simultaneously with) the release of such
Net Cash Proceeds, (ii) in the case of Net Cash Proceeds of any Recovery Event (other than Net
Cash Proceeds covered by clause (i) above) so deposited, the Borrower may use such Net Cash
Proceeds to repair or replace the assets which are the subject of such Recovery Event with
comparable assets, (iii) in the case of any Net Cash Proceeds of any Asset Sale so deposited, the
Borrower may use such Net Cash Proceeds to replace the assets which are the subject of such Asset
Sale with comparable assets within 365 days after such deposit is made, (iv) all such Net Cash
Proceeds shall be subject to release as provided in Section 6.06(d) or, at the option of the
Borrower at any time, may be applied in accordance with the requirements of Section 2.12(b), and
(v) upon the occurrence of an Event of Default, the amount of any such deposit may be applied,
subject to the Intercreditor Agreement, by the Administrative Agent in accordance with Section
2.12(b)), provided that any release of Net Cash Proceeds pursuant to clause (iii) of this
Section shall be conditioned on the Borrower being in compliance with Section 6.06(a) and 6.06(b),
after giving effect thereto (it being understood that the failure to be in compliance with Section
6.06(a) or 6.06(b) shall not prevent the release of any Net Cash Proceeds in connection with any
repair or replacement of assets permitted hereunder so long as no decrease in either Collateral
Coverage Ratio will result therefrom).
(b) Amounts to be applied in connection with prepayments and Commitment reductions made
pursuant to this Section 2.12 shall be applied, first, to the permanent prepayment of the
Credit-Linked Deposit Loans (with a corresponding reduction in the Total Credit-Linked Deposit) on
a pro rata basis (it being understood that such payments shall be delivered to the
Credit-Linked Deposit Lenders on a pro rata basis and that, notwithstanding
anything to the contrary contained in Section 2.10(a), there shall be no ability to reborrow
amounts prepaid pursuant to this Section 2.12), second, to the permanent reduction of the
Total
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Credit-Linked Deposit in an amount equal to the Excess Credit-Linked Deposits (with a
corresponding return of Credit-Linked Deposits equal to such amount to be delivered to the
Credit-Linked Deposit Lenders on a pro rata basis), third, to the
reallocation of Credit-Linked Deposit Letters of Credit as Revolving Letters of Credit (subject to
the satisfaction of the conditions to borrowing set forth herein) in an amount equal to the lesser
of (x) the Revolving Letter of Credit Available Amount and (y) the Credit-Linked Deposit Letters of
Credit outstanding prior to giving effect to any such reallocation (any such reallocation to be
accompanied by a corresponding permanent reduction in the Credit-Linked Deposit, with a
corresponding return of Credit-Linked Deposits equal to such amount to be delivered to the
Credit-Linked Deposit Lenders on a pro rata basis), fourth, to Cash
Collateralize the outstanding Credit-Linked Deposit LC Exposure (any such Cash Collateralization to
be accompanied by a corresponding permanent reduction in the Credit-Linked Deposit in an amount
equal to the Credit-Linked Deposit LC Exposure so collateralized and a return of Credit-Linked
Deposits equal to such amount to the Credit-Linked Deposit Lenders on a pro rata
basis), fifth, subject to the Intercreditor Agreement, to the prepayment of the Revolving
Loans on a pro rata basis (any such prepayment to be accompanied by a corresponding
permanent reduction in the Revolving Commitments) and, sixth, subject to the Intercreditor
Agreement, to Cash Collateralize the outstanding Revolving LC Exposure, after giving effect to the
reallocation described above (any such Cash Collateralization to be accompanied by a permanent
reduction in the Revolving Commitments in an amount equal to the Revolving LC Exposure so
collateralized; such reduction (or any part thereof, as applicable) to be effective upon any
release or application of such cash collateral in an amount equal to the amount so released or
applied). The application of any prepayment pursuant to Section 2.12 shall be made, first,
to ABR Loans and, second, to Eurodollar Loans.
(c) Upon the Termination Date, the Commitments shall be terminated in full and the Borrower
shall repay the Loans in full and, except as the Administrative Agent may otherwise agree in
writing, if any Letter of Credit remains outstanding, provide Cash Collateralization for such
Letter of Credit.
(d) All prepayments under this Section 2.12 shall be accompanied by accrued but unpaid
interest on the principal amount being prepaid to (but not including) the date of prepayment, plus
any Fees and any losses, costs and expenses, as more fully described in Section 2.15 and 2.19
hereof.
SECTION 2.13. Optional Prepayment of Loans.
(a) The Borrower shall have the right at any time and from time to time to prepay any Loans,
in whole or in part, (i) with respect to Eurodollar Loans, upon (A) telephonic notice followed
promptly by written or facsimile notice or (B) written or facsimile notice received by 1:00 p.m.,
New York City time, three Business Days prior to the proposed date of prepayment and (ii) with
respect to ABR Loans and Credit-Linked Deposit Loans, upon written or facsimile notice received by
1:00 p.m., New York City time, one Business Day prior to the proposed date of prepayment;
provided that ABR Loans may be prepaid on the same day notice is given if such notice is
received by the Administrative Agent by 12:00 noon, New York City time; provided
further, however, that (A) each such partial prepayment shall be in an amount not
less than $5,000,000 and in integral multiples of $1,000,000, (B) no prepayment of Eurodollar
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Loans shall be permitted pursuant to this Section 2.13(a) other than on the last day of an
Interest Period applicable thereto unless such prepayment is accompanied by the payment of the
amounts described in Section 2.15, and (C) no partial prepayment of a Borrowing of Eurodollar Loans
shall result in the aggregate principal amount of the Eurodollar Loans remaining outstanding
pursuant to such Borrowing being less than $10,000,000.
(b) Any prepayments under Section 2.13(a) shall be applied at the Borrower’s option, to (i)
repay the outstanding Revolving Loans of the Revolving Lenders (without any reduction in the Total
Revolving Commitment) and Cash Collateralize the outstanding Revolving Letters of Credit until all
Revolving Loans shall have been paid in full (plus any accrued but unpaid interest and fees
thereon) and no Revolving Letters of Credit shall be outstanding, or, if outstanding, then backed
by Cash Collateralization and/or (ii) prepay the Credit-Linked Deposit Loans of the Credit-Linked
Deposit Lenders (with such prepayments to be deposited in the Credit-Linked Deposit Account for the
Credit-Linked Deposit Lenders on a pro rata basis and without any reduction in the
Credit-Linked Deposits). All prepayments under Section 2.13(a) shall be accompanied by accrued but
unpaid interest on the principal amount being prepaid to (but not including) the date of
prepayment, plus any Fees and any losses, costs and expenses, as more fully described in Sections
2.15 and 2.19 hereof.
(c) Each notice of prepayment shall specify the prepayment date, the principal amount of the
Loans to be prepaid and, in the case of Eurodollar Loans, the Borrowing or Borrowings pursuant to
which made, shall be irrevocable and shall commit the Borrower to prepay such Loan by the amount
and on the date stated therein; provided, that the Borrower may revoke any notice of prepayment
under this Section 2.13 if such prepayment would have resulted from a refinancing of the
Obligations hereunder, which refinancing shall not be consummated or shall otherwise be delayed.
The Administrative Agent shall, promptly after receiving notice from the Borrower hereunder, notify
each Lender of the principal amount of the Loans held by such Lender which are to be prepaid, the
prepayment date and the manner of application of the prepayment.
SECTION 2.14. Increased Costs. (a) If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement subject to Section 2.14(c)) or the Issuing
Lender; or
(ii) impose on any Lender or the Issuing Lender or the London interbank market any
other condition (other than Taxes) affecting this Agreement or Eurodollar Loans made by such
Lender or any Letter of Credit or participation therein or any Credit-Linked Deposit;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining
any Letter of Credit or any Credit-Linked Deposit or to reduce the amount of any sum received or
receivable by such Lender or the Issuing Lender hereunder (whether of principal, interest or
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otherwise), then the Borrower will pay to such Lender or the Issuing Lender, as the case may be,
such additional amount or amounts as will compensate such Lender or the Issuing Lender, as the case
may be, for such additional costs incurred or reduction suffered.
(b) If any Lender or the Issuing Lender reasonably determines in good faith that any Change in
Law regarding capital requirements has or would have the effect of reducing the rate of return on
such Lender’s or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing
Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by, or
participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the
Issuing Lender, to a level below that which such Lender or the Issuing Lender or such Lender’s or
the Issuing Lender’s holding company could have achieved but for such Change in Law (taking into
consideration such Lender’s or the Issuing Lender’s policies and the policies of such Lender’s or
the Issuing Lender’s holding company with respect to capital adequacy), then from time to time the
Borrower will pay to such Lender or the Issuing Lender, as the case may be, such additional amount
or amounts, in each case as documented by such Lender or Issuing Lender to the Borrower as will
compensate such Lender or the Issuing Lender or such Lender’s or the Issuing Lender’s holding
company for any such reduction suffered; it being understood that to the extent duplicative of the
provisions in Section 2.16, this Section 2.14(b) shall not apply to Taxes.
(c) The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or including Eurodollar funds
or deposits, additional interest on the unpaid principal amount of each Eurodollar Loan equal to
the actual costs of such reserves allocated to such Loan by such Lender (as determined by such
Lender in good faith, which determination shall be conclusive in the absence of manifest error),
and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or
analogous requirement of any other central banking or financial regulatory authority imposed in
respect of the maintenance of the Commitments or the funding of the Eurodollar Loans or the
Credit-Linked Deposit, such additional costs (expressed as a percentage per annum and rounded
upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to
such Commitment, Credit-Linked Deposit or Loan by such Lender (as determined by such Lender in good
faith, which determination shall be conclusive absent manifest error) which in each case shall be
due and payable on each date on which interest is payable on such Loan, provided the Borrower shall
have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent,
and which notice shall specify the Statutory Reserve Rate, if any, applicable to such Lender) of
such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15)
days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and
payable fifteen (15) days from receipt of such notice.
(d) A certificate of a Lender or the Issuing Lender setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Lender or its holding company, as the case may
be, as specified in paragraph (a), (b) or (c) of this Section shall be delivered to the Borrower
and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing
Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15)
days after receipt thereof.
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(e) Failure or delay on the part of any Lender or the Issuing Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender’s or the Issuing Lender’s
right to demand such compensation; provided, that the Borrower shall not be required to
compensate a Lender or the Issuing Lender pursuant to this Section for any increased costs or
reductions incurred more than 180 days prior to the date that such Lender or the Issuing Lender, as
the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or the Issuing Lender’s intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the 180-day period referred to above shall be extended to include
the period of retroactive effect thereof. The protection of this Section shall be available to each
Lender regardless of any possible contention as to the invalidity or inapplicability of the law,
rule, regulation, guideline or other change or condition which shall have occurred or been imposed.
SECTION 2.15. Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of the occurrence and continuance an Event of Default), (b) the
failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any
notice delivered pursuant hereto, (c) the assignment of any Eurodollar Loan other than on the last
day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.18 or Section 10.08(b) or (d) the return of any Credit-Linked Deposit to any
Credit-Linked Deposit Lender other than on the last day of the period covered by the Benchmark
LIBOR Rate then in effect, then, in any such event, at the request of such Lender (or, in the case
of clause (d) above, the Issuing Lender) the Borrower shall compensate such Lender for the loss,
cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be
deemed to include an amount reasonably determined in good faith by such Lender or Issuing Lender to
be the excess, if any, of (i) the amount of interest which would have accrued on the principal
amount of such Loan had such event not occurred, at the applicable rate of interest for such Loan
(excluding, however the Applicable Margin included therein, if any), for the period from the date
of such event to the last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such principal amount for such
period at the interest rate which such Lender would bid were it to bid, at the commencement of such
period, for dollar deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that such Lender is
entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on
any such certificate within fifteen (15) days after receipt thereof.
SECTION 2.16. Taxes. (a) Any and all payments by or on account of any obligation of
the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified
Taxes or Other Taxes; provided, that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary
so that after making all required deductions (including deductions applicable to additional sums
payable under this Section) the Administrative Agent, Lender or Issuing Lender (as the case may be)
receives an amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the
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Borrower shall pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.
(b) Any and all payments by or on account of any obligation of the Administrative Agent
pursuant to Section 2.27(b) hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the Administrative Agent shall be required to
deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the Administrative Agent
shall so notify the Borrower and advise it of the additional amount required to be paid so that the
sum payable by the Administrative Agent pursuant to Section 2.27(b) after making all required
deductions (including deductions applicable to additional sums payable under this Section) to the
Credit-Linked Deposit Lenders is an amount equal to the sum they would have received from the
Administrative Agent had no deductions been made, (ii) the Borrower shall pay such additional
amount to the Administrative Agent, (iii) the Administrative Agent shall make all required
deductions, (iv) the Administrative Agent shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law and (v) the Borrower shall indemnify,
within 30 days after written demand therefor, the Administrative Agent for the full amount of any
deductions paid by the Administrative Agent with respect to any payments made on account of any
obligation of the Administrative Agent pursuant to Section 2.27(b).
(c) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.
(d) The Borrower shall indemnify the Administrative Agent, each Lender and the Issuing Lender,
within thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes
or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Lender, as the case may
be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts
payable under this Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender or the Issuing Lender, or by the
Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be
conclusive absent manifest error.
(e) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment to the extent available, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.
(f) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the jurisdiction in which the Borrower is located, or any treaty to which such
jurisdiction is a party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
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law or requested by the Borrower as will permit such payments to be made without withholding
or at a reduced rate.
(g) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower
or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16, it
shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.16 with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or
such Lender and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund); provided, that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. This Section shall not be construed
to require the Administrative Agent or any Lender to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to the Borrower or any other Person.
SECTION 2.17. Payments Generally; Pro Rata Treatment.
(a) The Borrower shall make each payment or prepayment required to be made by it hereunder
(whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable
under Section 2.14 or 2.15, or otherwise) prior to 1:00 p.m., New York City time, on the date when
due, in immediately available funds, without set-off or counterclaim. Any amounts received after
such time on any date may, in the reasonable discretion of the Administrative Agent, be deemed to
have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Administrative Agent at its offices at 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, pursuant to wire instructions to be provided by the Administrative
Agent, except payments to be made directly to the Issuing Lender as expressly provided herein and
except that payments pursuant to Sections 2.14, 2.15 and 10.04 shall be made directly to the
Persons entitled thereto. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly following receipt
thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case of any payment
accruing interest, interest thereon shall be payable for the period of such extension. All
payments hereunder shall be made in the applicable currency.
(b) If at any time insufficient funds are received by and available to the Administrative
Agent or to the Collateral Agent to pay fully all First Priority Obligations then due hereunder,
such funds shall be applied (i) first, towards payment of Fees and expenses then due under
Sections 2.19 and 10.04 payable to the Administrative Agent and the Collateral Agent, in their
respective capacities as such, ratably among the parties entitled thereto in accordance with the
amounts of Fees and expenses then due to such parties, (ii) second, towards payment of Fees
and expenses then due under Sections 2.20, 2.21 and 10.04 payable to the Agents, the Lenders and
the Issuing Lender and towards payment of interest then due on account of the
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Revolving Loans and Letters of Credit, ratably among the parties entitled thereto in
accordance with the amounts of such Fees and expenses and interest then due to such parties, and
(iii) third, towards payment of (A) principal of the Revolving Loans, unreimbursed LC
Disbursements and Credit-Linked Deposit Loans then due hereunder, and (B) any obligations owing to
any Lender or its banking Affiliates in connection with Designated Cash Management Obligations, to
the extent such Designated Cash Management Obligations are secured as permitted by Section 6.01(e),
and any Indebtedness under any Designated Hedging Agreement, to the extent such Indebtedness is
secured as permitted by Section 6.01(f) (pro rata among the holders of such
Indebtedness), ratably among the parties entitled thereto in accordance with the amounts of
principal, unreimbursed LC Disbursements, Designated Cash Management Obligations and Indebtedness
under any Designated Hedging Agreement then due to such parties.
(c) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Lender hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be,
the amount due. In such event, if the Borrower has not in fact made such payment, then each of the
Lenders or the Issuing Lender, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing Lender with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.
(d) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.02(e), 2.04(a) or (b) or 10.04(c), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such
Sections until all such unsatisfied obligations are fully paid.
SECTION 2.18. Mitigation Obligations; Replacement of Lenders. (a) If the Borrower is
required to pay any additional amount to any Lender under Section 2.14 or to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender
shall use reasonable efforts to designate a different lending office for funding or booking its
Loans or Credit-Linked Deposits hereunder, to assign its rights and obligations hereunder to
another of its offices, branches or affiliates or to file any certificate or document reasonably
requested by the Borrower, if, in the judgment of such Lender, such designation, assignment or
filing (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case
may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense
and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such designation or
assignment.
(b) If, after the date hereof, any Lender requests compensation under Section 2.14 or if the
Borrower is required to pay any additional amount to any Lender or any
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Governmental Authority for the account of any Lender pursuant to Section 2.16, or if any
Lender defaults in its obligation to fund Loans or Credit-Linked Deposits hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 10.02), all its interests, rights and obligations under
this Agreement to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided, that (i) such Lender shall have
received payment of an amount equal to the outstanding principal of its Loans and participations in
LC Disbursements, accrued interest thereon, accrued fees and all other amounts due, owing and
payable to it hereunder at such time, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and
(ii) in the case of payments required to be made pursuant to Section 2.16, such assignment will
result in a reduction in such compensation or payments. A Lender shall not be required to make any
such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease
to apply.
SECTION 2.19. Certain Fees. The Borrower shall pay to the Administrative Agent, (a)
for the respective accounts of the Administrative Agent and the Lenders, the fees set forth in that
certain Arrangers Fee Letter dated as of January 29, 2007 among the Administrative Agent, JPMSI,
Xxxxxxx Xxxxx, LBI, LCPI, Xxxxxxx Xxxxx, UBS, UBS Finance, Barclays, Barclays Capital and the
Borrower at the times set forth therein, and as otherwise heretofore agreed and (b) the fees set
forth in that certain Administrative Agent Fee Letter dated as of January 29, 2007 among the
Administrative Agent and the Borrower at the times set forth therein, and as otherwise heretofore
agreed.
SECTION 2.20. Commitment Fee. The Borrower shall pay to the Administrative Agent for
the accounts of the Revolving Lenders a commitment fee (the “Commitment Fee”) for the
period commencing on the Closing Date to the Termination Date or the earlier date of termination of
the Revolving Commitment, computed (on the basis of the actual number of days elapsed over a year
of 360 days) at the Commitment Fee Rate on the average daily Unused Total Revolving Commitment.
Such Commitment Fee, to the extent then accrued, shall be payable (a) on the last Business Day of
each March, June, September and December, (b) on the Termination Date, and (c) as provided in
Section 2.11 hereof, upon any reduction or termination in whole or in part of the Total Revolving
Commitment.
SECTION 2.21. Letter of Credit Fees. (a) The Borrower shall pay with respect to each
Revolving Letter of Credit (i) to the Administrative Agent on behalf of the Revolving Lenders a fee
calculated (on the basis of the actual number of days elapsed over a year of 360 days) at the per
annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the
Revolving Facility on the daily average Revolving LC Exposure (excluding any portion thereof
attributable to unreimbursed Revolving LC Disbursements), to be shared ratably among the Revolving
Lenders and (ii) to the Issuing Lender such Issuing Lender’s customary fees for issuance,
amendments and processing referred to in Section 2.02. In addition, the Borrower agrees to pay
each Issuing Lender for its account a fronting fee of 0.125% per annum in respect of each Revolving
Letter of Credit issued by such Issuing Lender, for the period from and including the date of
issuance of such Revolving Letter
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of Credit to and including the date of termination of such Revolving Letter of Credit. Accrued
fees described in this paragraph in respect of each Revolving Letter of Credit shall be due and
payable quarterly in arrears on the last Business Day of each March, June, September and December
and on the Termination Date.
(b) The Borrower agrees to pay (i) in addition to the fees payable to the Credit-Linked
Deposit Lenders pursuant to Section 2.27(b), to the Administrative Agent for the account of each
Credit-Linked Deposit Lender a participation fee with respect to its participations in
Credit-Linked Deposit Letters of Credit, which shall accrue at the Applicable Participation Fee on
the daily amount of such Credit-Linked Deposit Lender’s Credit-Linked Deposit Participation Amount
during the period from and including the Closing Date to but excluding the date on which the entire
amount of such Lender’s Credit-Linked Deposit is returned to it and (ii) to the Issuing Lender such
Issuing Lender’s customary fees for issuance, amendments and processing referred to in Section
2.02. In addition, the Borrower agrees to pay each Issuing Lender for its account a fronting fee
of 0.125% per annum on the outstanding amount of each Credit-Linked Deposit Letter of Credit issued
by such Issuing Lender from and including the date of issuance thereof to but excluding the date of
termination, expiration or drawing in full of such Credit-Linked Deposit Letter of Credit. Accrued
participation fees and fronting fees described in this paragraph shall be due and payable quarterly
in arrears on the last Business Day of each March, June, September and December and on the date on
which the Credit-Linked Deposits are returned to the Credit-Linked Deposit Lenders and any such
fees accruing after the date on which the Credit-Linked Deposits are returned to the Credit-Linked
Deposit Lenders shall be payable on demand. Any other fees payable to any Issuing Lender pursuant
to this paragraph shall be payable within 10 days after demand. All such participation fees and
fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last day).
SECTION 2.22. Nature of Fees. All Fees shall be paid on the dates due, in immediately
available funds, to the Administrative Agent, as provided herein and in the fee letters described
in Section 2.19. Once paid, none of the Fees shall be refundable under any circumstances.
SECTION 2.23. Right of Set-Off. Upon the occurrence and during the continuance of any
Event of Default pursuant to Section 7.01(b), the Administrative Agent and each Lender (and their
respective banking Affiliates) is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final but excluding deposits in the Escrow Accounts, Payroll
Accounts and other accounts, in each case, held in trust for an identified beneficiary) at any time
held and other indebtedness at any time owing by the Administrative Agent and each such Lender (or
any of such banking Affiliates) to or for the credit or the account of the Borrower or any
Guarantor against any and all of any such overdue amounts owing under the Loan Documents,
irrespective of whether or not the Administrative Agent or such Lender shall have made any demand
under any Loan Document. Each Lender and the Administrative Agent agree promptly to notify the
Borrower and Guarantors after any such set-off and application made by such Lender or the
Administrative Agent (or any of such banking Affiliates), as the case may be, provided that the
failure to give such notice shall not affect the validity of such set-off and application. The
rights of each Lender and the Administrative Agent
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under this Section are in addition to other rights and remedies which such Lender and the
Administrative Agent may have upon the occurrence and during the continuance of any Event of
Default.
SECTION 2.24. Security Interest in Letter of Credit Account. The Borrower and the
Guarantors hereby pledge to the Collateral Agent, for its benefit and for the benefit of the other
First Priority Secured Parties, and hereby grant to the Collateral Agent, for its benefit and for
the benefit of the other First Priority Secured Parties, a first priority security interest, senior
to all other Liens, if any, in all of the Borrower’s and the Guarantors’ right, title and interest
in and to the Letter of Credit Account and any direct investment of the funds contained therein and
any proceeds thereof. Cash held in the Letter of Credit Account shall not be available for use by
the Borrower, and shall be released to the Borrower only as described in clause (ii)(B) of Section
2.02(j).
SECTION 2.25. Payment of Obligations. Subject to the provisions of Section 7.01, upon
the maturity (whether by acceleration or otherwise) of any of the Obligations under this Agreement
or any of the other Loan Documents of the Borrower and the Guarantors, the Lenders shall be
entitled to immediate payment of such Obligations.
SECTION 2.26. Defaulting Lenders. (a) If at any time any Lender becomes a Defaulting
Lender, then the Borrower may, on ten (10) Business Days’ prior written notice to the
Administrative Agent and such Lender, replace such Lender by causing such Lender to (and such
Lender shall be obligated to) assign pursuant to Section 10.02(b) (with the assignment fee to be
paid by the Borrower in such instance) all of its rights and obligations under this Agreement to
one or more assignees; provided that neither the Administrative Agent nor any Lender shall
have any obligation to the Borrower to find a replacement Lender or other such Person.
(b) Any Lender being replaced pursuant to Section 2.26(a) above shall (i) execute and deliver
an Assignment and Acceptance with respect to such Lender’s outstanding Commitments, Loans,
Credit-Linked Deposits and participations in Letters of Credit, and (ii) deliver any documentation
evidencing such Loans to the Borrower or the Administrative Agent. Pursuant to such Assignment and
Acceptance, (A) the assignee Lender shall acquire all or a portion, as the case may be, of the
assigning Lender’s outstanding Commitments, Loans, Credit-Linked Deposits and participations in
Letters of Credit, (B) all obligations of the Borrower owing to the assigning Lender relating to
the Commitments, Loans and participations so assigned shall be paid in full by the assignee Lender
to such assigning Lender concurrently with such assignment and acceptance and (C) upon such payment
and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate
documentation executed by the Borrower in connection with previous Borrowings, the assignee Lender
shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender
hereunder with respect to such assigned Loans, Credit-Linked Deposits and participations, except
with respect to indemnification provisions under this Agreement, which shall survive as to such
assigning Lender.
(c) Notwithstanding anything to the contrary contained above, any Lender that is an Issuing
Lender hereunder may not be replaced at any time that it has a Letter of Credit outstanding
hereunder unless arrangements reasonably satisfactory to such Issuing Lender have
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been made with respect to each such outstanding Letter of Credit and the Administrative Agent
may not be replaced hereunder except in accordance with the terms of Section 8.05.
SECTION 2.27. Credit-Linked Deposit Account. (a) The Credit-Linked Deposits shall be held
by the Administrative Agent in the Credit-Linked Deposit Account, and no party other than the
Administrative Agent shall have a right of withdrawal from the Credit-Linked Deposit Account or any
other right or power with respect to the Credit-Linked Deposits, except as expressly set forth in
Section 2.01, 2.11, or 2.12. Notwithstanding any provision in this Agreement to the contrary, the
sole funding obligation of each Credit-Linked Deposit Lender in respect of its participation in
Credit-Linked Deposit Letters of Credit and, subject to Section 2.02(d)(B), its Credit-Linked
Deposit Loans, shall be satisfied in full upon the funding of its Credit-Linked Deposit on the
Closing Date.
(b) Each of the Borrower, the Administrative Agent, the Issuing Lender issuing any
Credit-Linked Deposit Letter of Credit and each Credit-Linked Deposit Lender hereby acknowledges
and agrees that each Credit-Linked Deposit Lender is funding its Credit-Linked Deposit to the
Administrative Agent for application in the manner contemplated by Section 2.01, 2.02 and 2.11 and
that the Administrative Agent has agreed to invest the Credit-Linked Deposit Participation Amount
so as to earn a return (except during periods when, and to the extent to which, such Credit-Linked
Deposits are used to cover unreimbursed Credit-Linked Deposit LC Disbursements, and subject to
Section 2.09) for the Credit-Linked Deposit Lenders equal to a rate per annum, reset daily on each
Business Day for the period until the next following Business Day, equal to (i) such day’s rate for
one month LIBOR deposits (the “Benchmark LIBOR Rate”) minus (ii) 0.15% (calculated on the
basis of a 365-day or 366-day year, as applicable). Such amount will be paid to the Credit-Linked
Deposit Lenders by the Administrative Agent quarterly in arrears when Letter of Credit fees are
payable pursuant to Section 2.21. In addition to the foregoing payments by the Administrative
Agent, the Borrower agrees to make payments to the Credit-Linked Deposit Lenders quarterly in
arrears when Letter of Credit fees are payable pursuant to Section 2.21 with respect to any period
(and together with the payment of such fees) in an amount equal to 0.15% of the daily amount of the
Credit-Linked Deposit Lenders’ Credit-Linked Deposit Participation Amount during such period.
(c) The Borrower shall have no right, title or interest in or to the Credit-Linked Deposits
and no obligations with respect thereto (except for the reimbursement obligations provided in
Section 2.02), it being acknowledged and agreed by the parties hereto that the making of the
Credit-Linked Deposits by the Credit-Linked Deposit Lenders and the provisions of this Section 2.27
constitute agreements among the Administrative Agent, each Issuing Lender issuing any Credit-Linked
Deposit Letter of Credit and each Credit-Linked Deposit Lender with respect to the funding
obligations of each Credit-Linked Deposit Lender in respect of its participation in Credit-Linked
Deposit Loans and Credit-Linked Deposit Letters of Credit and, other than amounts withdrawn
pursuant to Section 2.01(b) and Section 2.02(e)(B), do not constitute any loan or extension of
credit to the Borrower. Without limiting the generality of the foregoing, each party hereto
acknowledges and agrees that no amount on deposit at any time in any Credit-Linked Deposit Account
shall be the property of any Loan Party, shall constitute “Collateral” under the Loan Documents, or
shall otherwise be available in any manner to satisfy any obligation of any Loan Party under the
Loan Documents (other than to finance Credit-
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Linked Deposit Loans in accordance with Section 2.01 and drawings under the Credit-Linked
Deposit Letters of Credit in accordance with Section 2.02).
SECTION 2.28. Currency Equivalents. (a) The Administrative Agent shall determine the
Dollar Amount of (x) the Revolving LC Exposure in respect of Revolving Letters of Credit
denominated in an Alternative Currency based on the Exchange Rate (i) as of the end of each fiscal
quarter of the Borrower and (ii) on or about the date of the related notice requesting the issuance
of such Revolving Letter of Credit and (y) any other amount to be converted into Dollars in
accordance with the provisions hereof at the time of such conversion.
(b) If after giving effect to any such determination of a Dollar Amount, the Revolving LC
Exposure exceeds 105% of the Revolving LC Commitment, the Borrower shall, within five (5) Business
Days of receipt of notice thereof from the Administrative Agent setting forth such calculation in
reasonable detail, deposit cash collateral in an account with the Administrative Agent pursuant to
Section 2.02(j)(ii) in an amount equal to such excess.
SECTION 3.
In order to induce the Lenders to make Loans and issue and/or participate in Letters of Credit
hereunder, the Borrower and each of the Guarantors jointly and severally represent and warrant as
follows:
SECTION 3.01. Organization and Authority. Each of the Borrower and the Guarantors (a)
is duly organized, validly existing and in good standing (to the extent such concept is applicable
in the applicable jurisdiction) under the laws of the jurisdiction of its organization and is duly
qualified and in good standing in each jurisdiction in which the failure to so qualify would have a
Material Adverse Effect, (b) has the requisite corporate or limited liability company power and
authority to effect the Transactions, and (c) has all requisite power and authority and the legal
right to own or lease and operate its properties (subject, in the case of any Restructuring
Aircraft, to the Post-Petition Aircraft Agreement applicable to such Restructuring Aircraft) and
pledge or mortgage Collateral, and to conduct its business as now or currently proposed to be
conducted.
SECTION 3.02. Air Carrier Status. (a) Each of the Borrower and Comair is an “air
carrier” within the meaning of Section 40102 of Title 49 and holds a certificate under Section
41102 of Title 49. Each of the Borrower and Comair holds an air carrier operating certificate
issued pursuant to Chapter 447 of Title 49. Each of the Borrower and Comair is a “citizen of the
United States” as defined in Section 40102(a)(15) of Title 49 and as that statutory provision has
been interpreted by the DOT pursuant to its policies (a “United States Citizen”). Each of
the Borrower and Comair possesses all necessary certificates, franchises, licenses, permits,
rights, designations, authorizations, exemptions, concessions, frequencies and consents which
relate to the operation of the routes flown by it and the conduct of its business and operations as
currently conducted except where failure to so possess would not, in the aggregate, have a Material
Adverse Effect.
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(b) Other than Comair, no Guarantor is an “air carrier” within the meaning of Section
40102(a)(2) of Title 49, and no Guarantor holds a certificate under Section 41102 of Title 49
(other than as a result of a Guarantor becoming an “air carrier” or holding such certificate in
connection with a Permitted Acquisition).
SECTION 3.03. Due Execution. The execution, delivery and performance by each of the
Borrower and the Guarantors of each of the Loan Documents to which it is a party (a) are within the
respective corporate or limited liability company powers of each of the Borrower and the
Guarantors, have been duly authorized by all necessary corporate or limited liability company
action, including the consent of shareholders or members where required, and do not (i) contravene
the charter, by-laws or limited liability company agreement (or equivalent documentation) of any of
the Borrower or the Guarantors, (ii) violate any applicable law (including, without limitation, the
Securities Exchange Act of 1934) or regulation (including, without limitation, Regulations T, U or
X of the Board), or any order or decree of any court or Governmental Authority, other than
violations by the Borrower or the Guarantors which would not reasonably be expected to have a
Material Adverse Effect, (iii) conflict with or result in a breach of, constitute a default under,
or create an adverse liability or rights under, any material indenture, mortgage or deed of trust
or any material lease, agreement or other instrument binding on the Borrower or the Guarantors or
any of their properties, which, in the aggregate, would reasonably be expected to have a Material
Adverse Effect, or (iv) result in or require the creation or imposition of any Lien upon any of the
property of any of the Borrower or the Guarantors other than the Liens granted pursuant to this
Agreement or the other Loan Documents; and (b) do not require the consent, authorization by or
approval of or notice to or filing or registration with any Governmental Authority other than (i)
the filing of financing statements under the New York Uniform Commercial Code, (ii) the filings and
consents contemplated by the Collateral Documents, (iii) approvals, consents and exemptions that
have been obtained on or prior to the Closing Date and (iv) consents, approvals and exemptions that
the failure to obtain in the aggregate would not be reasonably expected to result in a Material
Adverse Effect. This Agreement has been duly executed and delivered by each of the Borrower and
the Guarantors. This Agreement is, and each of the other Loan Documents to which the Borrower and
each of the Guarantors is or will be a party, when delivered hereunder or thereunder, will be, a
legal, valid and binding obligation of the Borrower and each Guarantor, as the case may be,
enforceable against the Borrower and the Guarantors, as the case may be, in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.
SECTION 3.04. Statements Made. No representation or warranty or certification of the
Borrower or any Guarantor contained in writing in this Agreement, any other Loan Document or in any
other document, report, public or private confidential information memorandum, financial statement,
certificate or other written information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of this Agreement or
delivered hereunder (as modified or supplemented by other information so furnished, other than to
the extent that any such statements constitute projections, budgets, estimates or other forward
looking statements), taken as a whole and in light of the circumstances in which made, contains,
when furnished, any untrue statement of a material fact or omits to state a material fact necessary
to make such statements not materially misleading;
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and, to the extent that any such information constitutes projections, budgets, estimates or
other forward looking statements, such projections, budgets, estimates or other forward looking
statements were prepared in good faith on the basis of assumptions believed by the Borrower or such
Guarantor to be reasonable at the time such projections, budgets, estimates or other forward
looking statements were furnished (it being understood that projections, budgets, estimates or
other forward looking statements by their nature are inherently uncertain, that no assurances can
be given that projections, budgets, estimates or other forward looking statements will be realized
and that actual results in fact may differ materially from any projections, budgets, estimates or
other forward looking statements provided to the Administrative Agent or the Lenders).
SECTION 3.05. Financial Statements; Material Adverse Change.
(a) The Borrower has furnished the Administrative Agent on behalf of the Lenders with copies
of the audited consolidated financial statement and schedules of the Borrower and its Subsidiaries
for the fiscal year ended December 31, 2006, certified by its chief financial officer. Such
financial statements present fairly, in all material respects, in accordance with GAAP, the
financial condition and results of operations of the Borrower and its Subsidiaries on a
consolidated basis as of such date and for such period; such balance sheets and the notes thereto
disclose all liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date
thereof required to be disclosed by GAAP and such financial statements were prepared in a manner
consistent with GAAP in all material respects.
(b) Since January 29, 2007, there has been no Material Adverse Change.
SECTION 3.06. Ownership. As of the Closing Date, other than as set forth on Schedule
3.06, (a) each of the Persons listed on Schedule 3.06 is a wholly-owned, direct or indirect
Subsidiary of the Borrower, and (b) the Borrower owns no other Subsidiaries, whether directly or
indirectly.
SECTION 3.07. Liens. Except for the Liens existing on the Closing Date as reflected
on Schedule 3.07, there are no Liens of any nature whatsoever on any assets of the Borrower or any
of the Guarantors other than Liens permitted pursuant to Section 6.01 (including any waiver or
amendment thereto subsequent to the Closing Date).
SECTION 3.08. Use of Proceeds. The proceeds of the Loans and Letters of Credit shall
be used to repay amounts outstanding under the Existing DIP Facilities or to provide back-to-back
letters of credit or cash collateral in respect of the Existing DIP Facility Letters of Credit, to
pay certain accrued administrative expenses, for working capital and for other general corporate
purposes of the Borrower and the Guarantors (including for the payment of fees and transaction
costs as contemplated hereby and as referred to in Section 2.19).
SECTION 3.09. Litigation and Environmental Matters. Other than as set forth on
Schedule 3.09:
(a) There are no actions, suits, proceedings or investigations pending or, to the knowledge of
the Borrower or the Guarantors, threatened against or affecting the Borrower or the Guarantors or
any of their respective properties, before any court or governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, (i) that
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would reasonably be expected to have a Material Adverse Effect or (ii) that purport to, or
could reasonably be expected to, affect the legality, validity, binding effect or enforceability of
the Loan Documents or, in any material respect, the rights and remedies of the Administrative
Agent, the Collateral Agent or the Lenders thereunder or in connection with the Transactions.
(b) Except with respect to any matters that, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect, (i) the Borrower and each Guarantor
is currently in compliance with all, and has not violated any, Environmental Laws and/or
requirements of any Airport Authority with respect to environmental matters and maintains and
complies with all, and has not violated any, Environmental Permits and (ii) none of the Borrower or
the Guarantors has (x) become subject to any Environmental Liability, or (y) received written or,
to the knowledge of the Borrower or the Guarantors, verbal notice of any pending or, to the
knowledge of the Borrower or the Guarantors, threatened claim with respect to any Environmental
Liability, and there is no reasonable basis for any Environmental Liability.
SECTION 3.10. FAA Slot Utilization. Except for matters which could not reasonably be
expected to have a Material Adverse Effect, the Borrower and the Guarantors, as applicable, are
utilizing, or causing to be utilized, their respective FAA Slots in a manner consistent with
applicable rules, regulations, laws and contracts in order to preserve both their respective right
to hold and operate the FAA Slots, taking into account any waivers or other relief granted to the
Borrower and any Guarantor by the FAA, other applicable U.S. Governmental Authority or U.S. Airport
Authority. Except as otherwise disclosed in the Borrower’s most recent Form 10-K, neither the
Borrower nor any Guarantor has received any written notice from the FAA, other applicable U.S.
Governmental Authority or U.S. Airport Authority, or are aware of any other event or circumstance,
that would be reasonably likely to impair in any material respect their respective right to hold
and operate any FAA Slot, except that which would not reasonably be expected to have a Material
Adverse Effect.
SECTION 3.11. Primary Foreign Slot Utilization. The Borrower and the Guarantors, as
applicable, are utilizing, or causing to be utilized, their respective Primary Foreign Slots in a
manner consistent with applicable regulations, foreign laws and contracts in order to preserve
their respective right to hold and operate the Primary Foreign Slots. Except as otherwise
disclosed in the Borrower’s most recent Form 10-K, neither the Borrower nor any Guarantor, as
applicable, has received any written notice from any applicable Foreign Aviation Authorities, or is
aware of any other event or circumstance that would be reasonably likely to impair in any material
respect their respective right to hold and operate any such Primary Foreign Slot, except that which
would not reasonably be expected to have a Material Adverse Effect.
SECTION 3.12. Primary Route Utilization. The Borrower and the Guarantors, as
applicable, hold the requisite authority to operate each of their respective Primary Routes
pursuant to Title 49, applicable foreign law, and the applicable rules and regulations of the FAA,
DOT and any applicable Foreign Aviation Authorities, and have, at all times after being awarded
each such Primary Route, complied in all material respects with all of the terms, conditions and
limitations of each such certificate or order issued by the DOT and the applicable Foreign Aviation
Authorities regarding such Primary Route and with all applicable provisions of Title 49, applicable
foreign law, and the applicable rules and regulations of the FAA, DOT and any
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Foreign Aviation Authorities regarding such Primary Route. There exists no failure of the
Borrower and any applicable Guarantor to comply with such terms, conditions or limitations that
gives the FAA, DOT or any applicable Foreign Aviation Authorities the right to terminate, cancel,
suspend, withdraw or modify in any materially adverse respect the rights of the Borrower and the
Guarantors, as applicable, in any such Primary Route, except to the extent that such failure could
not reasonably be expected to have a Material Adverse Effect.
SECTION 3.13. Margin Regulations; Investment Company Act.
(a) Neither the Borrower nor any Guarantor is engaged, nor will it engage, principally or as
one of its important activities, in the business of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the Board, “Margin Stock”), or extending credit for the
purpose of purchasing or carrying Margin Stock and no proceeds of any Loans or proceeds from any
Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others
for the purpose of purchasing or carrying any Margin Stock in violation of Regulation U.
(b) Neither the Borrower nor any Guarantor is, or after the making of the Loans will be, or is
required to be registered as an “investment company” under the Investment Company Act of 1940, as
amended. Neither the making of any Loan, nor the issuance of any Letters of Credit, nor the
application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other
transactions contemplated by the Loan Documents, will violate any provision of such Act or any
rule, regulation or order of the SEC thereunder.
SECTION 3.14. ERISA. Except as set forth on Schedule 3.14 and other than in
connection with the bankruptcy proceedings of the Borrower and certain of the direct and indirect
subsidiaries of the Borrower in the Bankruptcy Court, no Termination Event has occurred or is
reasonably expected to occur. Except to the extent the same could not reasonably be expected to
have a Material Adverse Effect and except as otherwise disclosed in the Borrower’s most recent Form
10-K (including the Notes to the financial statements contained therein), the present value of all
accumulated benefit obligations under each Plan (based on the assumptions used for purposes of
Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent
financial statements reflecting such amounts, exceed the fair market value of the assets of such
Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based
on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did
not, as of the date of the most recent financial statements reflecting such amounts, exceed the
fair market value of the assets of all such underfunded Plans. As of the date hereof, neither the
Borrower nor any of its ERISA Affiliates contributes to or is obligated to contribute to any
Multiemployer Plan subject to Title IV of ERISA.
SECTION 3.15. Properties.
(a) The Borrower and the Guarantors have good title to (and with respect to Real Property
Assets, good and marketable title to) each of the properties and assets reflected on the financial
statements referred to in Section 3.05 hereof, including, without limitation, the Real Property
Assets (other than such properties or assets disposed of in the ordinary course of
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business since the date of such financial statements or as permitted hereunder). As of the
Closing Date, Schedule 3.15(a) is a true and complete description of (i) each parcel of real
property owned by the Borrower or any Guarantor and (ii) the entity who owns such real property.
(b) Except as could not reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect, (i) each of the Borrower and the Guarantors owns, or is licensed to use,
all trademarks, trade names, copyrights, patents and other intellectual property material to its
business and (ii) the use thereof by such Borrower or Guarantor, to the Borrower’s or such
Guarantor’s knowledge, does not infringe upon the rights of any other Person.
(c) As of the Closing Date, neither the Borrower nor any Guarantor has received any written
notice of a pending or contemplated condemnation proceeding affecting any Real Property Asset
having a fair market value in excess of $5,000,000.
SECTION 3.16. Perfected Security Interests. The Collateral Documents, taken as a
whole, are effective to create in favor of the Collateral Agent, for the benefit of the First
Priority Secured Parties, a legal, valid and enforceable security interest in all of the Collateral
subject as to enforceability to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law. At such time as (a)
financing statements in appropriate form are filed in the appropriate offices (and the appropriate
fees are paid), (b) the First Lien Aircraft Mortgage (including, without limitation, any Mortgage
Supplement) is filed for recordation with the FAA (and the appropriate fees are paid) and
registrations with respect to the International Interests in the Mortgaged Collateral constituted
by the First Lien Aircraft Mortgage are duly made in the International Registry, (c) with respect
to identified intellectual property registered in the United States, the First Lien Trademark
Security Agreement and the First Lien Patent Security Agreement are filed in the appropriate
divisions of the United States Patent and Trademark Office (and the appropriate fees are paid) and
the First Lien Copyright Security Agreement is filed in the United States Copyright Office (and the
appropriate fees are paid), (d) the First Lien Real Estate Mortgages are filed in the appropriate
recording office (and the appropriate fees are paid), (e) execution of the Control Agreements and
(f) delivery of pledged securities under the First Lien Pledge Agreement (together with appropriate
stock powers) to the Administrative Agent, the Collateral Agent, for the benefit of the First
Priority Secured Parties, shall have a first priority perfected security interest and/or mortgage
(or comparable Lien) in all of the Collateral to the extent that the Liens on such Collateral may
be perfected upon the filings or upon the taking of the actions described in clauses (a) through
(f) above, subject in each case only to Liens permitted by Section 6.01 (or, in the case of the
Real Property Assets, subject only to the Permitted Liens and other Liens specified in the
applicable First Lien Real Estate Mortgage).
SECTION 3.17. Payment of Taxes. Except as set forth on Schedule 3.17 (and except as
otherwise specifically permitted by the Plan of Reorganization and the Bankruptcy Court), each of
the Borrower and the Guarantors has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid when due all Taxes required to have
been paid by it, except and solely to the extent that, in each case (a) such
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Taxes are being contested in good faith by appropriate proceedings and the Borrower or such
Guarantor, as applicable, has set aside on its books adequate reserves therefor or (b) the failure
to do so could not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.18. Section 1110. The Aircraft, Engines and Spare Engines listed on
Schedule 3.18 represent each of the Aircraft, Engine and Spare Engine constituting Mortgaged
Collateral as of the Closing Date that were first placed in service prior to October 22, 1994.
SECTION 4.
SECTION 4.01. Conditions Precedent to Initial Loans and Initial Letters of Credit.
The obligation of the Lenders to make the initial Loans and fund their Credit-Linked Deposits or of
the Issuing Lender to issue the initial Letter of Credit, whichever may occur first, is subject to
the satisfaction (or waiver in accordance with Section 10.08) of the following conditions
precedent:
(a) Supporting Documents. The Administrative Agent shall have received for each of
the Borrower and the Guarantors:
(i) a copy of such entity’s certificate of incorporation or formation, as amended,
certified as of a recent date by the Secretary of State of the state of its incorporation or
formation;
(ii) a certificate of the Secretary of State of the state of such entity’s
incorporation or formation, dated as of a recent date, as to the good standing of that
entity (to the extent available in the applicable jurisdiction) and as to the charter
documents on file in the office of such Secretary of State;
(iii) a certificate of the Secretary or an Assistant Secretary of such entity dated the
date of the initial Loans or the initial Letter of Credit hereunder, whichever first occurs,
and certifying (A) that attached thereto is a true and complete copy of the by-laws or
limited liability company agreement of that entity as in effect on the date of such
certification, (B) that attached thereto is a true and complete copy of resolutions adopted
by the board of directors, board of managers or members of that entity authorizing the
Borrowings and Letter of Credit extensions hereunder (to the extent applicable), the
execution, delivery and performance in accordance with their respective terms of this
Agreement, the Loan Documents and any other documents required or contemplated hereunder or
thereunder and the granting of the security interest in the Letter of Credit Account and
other Liens contemplated hereby or the other Loan Documents, (C) that the certificate of
incorporation or formation of that entity has not been amended since the date of the last
amendment thereto indicated on the certificate of the Secretary of State furnished pursuant
to clause (i) above, and (D) as to the incumbency and specimen signature of each officer of
that entity executing this Agreement and the Loan Documents or any other document delivered
by it in connection
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herewith or therewith (such certificate to contain a certification by another officer
of that entity as to the incumbency and signature of the officer signing the certificate
referred to in this clause (iii)); and
(iv) an Officer’s Certificate from the Borrower certifying (A) as to the truth in all
material respects of the representations and warranties contained in the Loan Documents as
though made on and as of the date of the initial Loans or initial Letter of Credit,
whichever first occurs, except to the extent that any such representation or warranty
relates to a specified date, in which case such representation or warranty shall be or was
true and correct in all material respects as of such date after giving effect to the
Consummation of the Plan of Reorganization and to the Closing Date Transactions and (B) the
absence of any event occurring and continuing, or resulting from the initial extensions of
credit on the Closing Date that constitutes an Event of Default or event which, with giving
of notice or passage of time or both, would be an Event of Default.
(b) Credit Agreement. Each party hereto shall have duly executed and delivered to the
Administrative Agent this Agreement.
(c) Security Agreement, Pledge Agreement and Perfection Certificate. The Borrower and
each of the Guarantors shall have duly executed and delivered to the Collateral Agent a First Lien
Security Agreement in substantially the form of Exhibit B (the “First Lien Security
Agreement”) and a First Lien Pledge Agreement in substantially the form of Exhibit C (the
“First Lien Pledge Agreement”), together with (i) any pledged Collateral (together with
undated stock powers or note powers, as applicable, executed in blank) required to be delivered
thereunder, (ii) all documents, certificates, forms and filing fees that the Collateral Agent may
deem necessary to perfect and protect the Liens and security interests created under the First Lien
Security Agreement and First Lien Pledge Agreement, including, without limitation, financing
statements in form and substance reasonably acceptable to the Collateral Agent, as may be required
to grant, continue and maintain an enforceable security interest in the Collateral (subject to the
terms hereof and of the other Loan Documents) in accordance with the Uniform Commercial Code as
enacted in all relevant jurisdictions and (iii) the perfection certificate attached as an exhibit
to the First Lien Security Agreement.
(d) SGR Security Agreement. Each of the Borrower and Comair shall have duly executed
and delivered to the Collateral Agent a slot, gate and route security and pledge agreement, in
substantially the form of Exhibit D (the “First Lien SGR Security Agreement”), together
with (i) in respect of each of the FAA Slots, undated slot transfer documents, executed in blank to
be held in escrow by the Collateral Agent and (ii) all financing statements in form and substance
reasonably acceptable to the Collateral Agent, as may be required to grant, continue and maintain
an enforceable security interest in the applicable Collateral (subject to the terms hereof and of
the other Loan Documents) in accordance with the Uniform Commercial Code as enacted in all relevant
jurisdictions.
(e) Aircraft Mortgage. Each of the Borrower and Comair shall have duly executed and
delivered to the Collateral Agent an aircraft mortgage, in substantially the form of Exhibit E (the
“First Lien Aircraft Mortgage”), and a Mortgage Supplement with respect to the Mortgaged
Collateral in substantially the form annexed to the First Lien Aircraft Mortgage,
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together with (i) evidence of the filing for recordation with the FAA of the First Lien
Aircraft Mortgage and the Mortgage Supplement (together with any other necessary documents,
instruments, affidavits or certificates) as the Collateral Agent may deem reasonably necessary to
perfect and protect the Liens created thereby, including, without limitation, recordings and
filings with the FAA, and all filings and recording fees and taxes in respect thereof shall have
been duly paid, (ii) copies of the Entry Point Filing Forms, and (iii) evidence that all other
action that the Collateral Agent may deem reasonably necessary to perfect and protect the Liens and
security interests created under the First Lien Aircraft Mortgage and the Mortgage Supplement has
been taken. The parties hereto acknowledge and agree that any Lien described in this Agreement on
the Mortgaged Collateral is a Lien in favor of the Collateral Agent for the ratable benefit of the
First Priority Secured Parties.
(f) Intellectual Property Security Agreements. The Borrower and each applicable
Guarantor shall have duly executed and delivered to the Collateral Agent a (i) First Lien Patent
Security Agreement in substantially the form of Exhibit F-2 (the “First Lien Patent Security
Agreement”) and (ii) First Lien Copyright Security Agreement, in substantially the form of
Exhibit F-3 (the “First Lien Copyright Security Agreement”), together with all documents,
certificates, forms and filing fees that the Collateral Agent may deem reasonably necessary to
perfect and protect the Liens and security interests created in the identified intellectual
property in the First Lien Patent Security Agreement and the First Lien Copyright Security
Agreement.
(g) Real Estate Mortgages. The Borrower or the applicable Guarantor (as the case may
be) shall have duly executed and delivered to the Collateral Agent the First Lien Real Estate
Mortgages, together with (i) evidence that First Lien Real Estate Mortgages shall be recorded in
all places to the extent that the Collateral Agent may deem reasonably necessary to perfect and
protect the Liens created thereby, including, without limitation, recordings and filings with the
appropriate agencies, and all filings and recording fees and taxes in respect thereof shall have
been duly paid and (ii) evidence that all other action that the Collateral Agent may deem
reasonably necessary to perfect and protect the Liens and security interests created under the
First Lien Real Estate Mortgages has been taken.
(h) Appraisals and Field Audits. The Administrative Agent shall have received, in
form and substance reasonably satisfactory to it, (i) appraisals from (1) the Appraisers in respect
of the Appraised Collateral (other than the Real Property Assets) and (2) the Real Estate Appraiser
in respect of the Real Property Assets and (ii) a Field Audit in respect of the Eligible Accounts
Receivable.
(i) Opinions of Counsel. The Administrative Agent, the Lenders and the Collateral
Agent shall have received:
(i) a written opinion of Xxxxxx X. Xxxxxxxxx, Vice President and Deputy General Counsel
for the Borrower;
(ii) a written opinion of Xxxxx Xxxx & Xxxxxxxx, counsel to the Borrower and the
Guarantors, dated the date of the initial Loans or the issuance of the initial Letters of
Credit, whichever first occurs, substantially in the form of Exhibit G-1;
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(iii) a written opinion of each of (A) Xxxxxxxxxx Xxxxxxxx LLP, (B) Xxxxxxx Xxxxxxxx &
Xxxxxxx PLL, (C) Akerman Senterfitt and (D) Morris, Nichols, Arsht & Xxxxxxx LLP, each a
special local counsel to the Borrower and the Guarantors, each dated the date of the initial
Loans or the issuance of the initial Letters of Credit, whichever first occurs,
substantially in the form of Exhibits G-2, G-3, G-4 and G-5, respectively;
(iv) a written opinion of Daugherty, Fowler, Peregrin, Xxxxxx & Xxxxxx, special FAA
counsel, substantially in the form of Exhibit G-6; and
(v) a written opinion with respect to each First Lien Real Estate Mortgage reasonably
satisfactory to the Administrative Agent of such other local real estate counsel as the
Administrative Agent may reasonably request.
(j) Payment of Fees and Expenses. The Borrower shall have paid to the Administrative
Agent the then unpaid balance of all accrued and unpaid Fees due, owing and payable under and
pursuant to this Agreement, as referred to in Section 2.19 and as heretofore agreed upon by the
Borrower and the Administrative Agent, and all reasonable fees and reasonable out-of-pocket
expenses of the Administrative Agent, the Lead Arrangers, the Joint Bookrunners and the Collateral
Agent (including the reasonable fees and reasonable out-of-pocket expenses of counsel to the
Administrative Agent) as to which invoices have been issued and presented.
(k) Lien Searches; International Registry Searches. The Administrative Agent shall
have received UCC searches conducted in the jurisdictions in which the Borrower and the Guarantors
are incorporated or such other jurisdictions as the Administrative Agent may reasonably require and
Lien searches conducted in the recording office of the Federal Aviation Administration and, with
respect to the applicable Mortgaged Collateral, “priority search certificates” (as defined in the
Regulations and Procedures for the International Registry), all as may be reasonably satisfactory
to the Administrative Agent (dated as of a date reasonably satisfactory to the Administrative
Agent), reflecting the absence of Liens and encumbrances on the assets of the Borrower and the
Guarantors other than Liens permitted hereunder and as may be reasonably satisfactory to the
Administrative Agent and the absence of registrations on the International Registry with respect to
the applicable Mortgaged Collateral other than the registrations contemplated herein, and (in the
case of the searches conducted at the recording office of the FAA) indicating that the Borrower (or
a Guarantor) is the registered owner of each of the aircraft which is intended to be covered by the
First Lien Aircraft Mortgage.
(l) Insurance. (i) The Collateral Agent shall have received certificates of
insurance with respect to insurance maintained by the Borrower or any Guarantor, as the case may
be, which certificates evidence compliance by the Borrower and the Guarantors with the insurance
requirements set forth herein and in the Collateral Documents as of the Closing Date and contain
signatures of duly authorized representatives of AON Risk Services or such other insurance broker
as may be reasonably acceptable to the Collateral Agent.
(ii) The Collateral Agent shall have been named as loss payees and/or additional insured, as
applicable, with respect to the Collateral on such policies of insurance of
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the Borrower and the Guarantors as the Collateral Agent may have reasonably requested (or as
otherwise specified in the Collateral Documents).
(m) Title/Survey. The Collateral Agent shall have received title insurance policies
with respect to each Real Property Asset from Lawyers Title Insurance Company or another title
company reasonably acceptable to the Collateral Agent and real property surveys with respect to the
Real Property Assets, all in form and substance reasonably satisfactory to the Collateral Agent.
(n) Order; Plan of Reorganization. (i) The Confirmation Order shall have been entered
in accordance with the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, any applicable
orders of the Bankruptcy Court and any applicable local rules and the provisions relating to the
Facilities contained therein shall be reasonably satisfactory to the Administrative Agent, (ii) the
Confirmation Order shall be in full force and effect, shall not, without the consent of the Agents
(such consent not to be unreasonably withheld, conditioned or delayed), have been reversed or
modified or be subject to stay or a motion to stay, (iii) all conditions to the effectiveness of
the Plan of Reorganization shall have been satisfied or waived (the waiver thereof (other than the
waiver of the condition that the Confirmation Order shall have become a Final Order), if materially
adverse to the Lenders, having been approved by the Administrative Agent (which approval shall not
be unreasonably withheld, conditioned or delayed)) and the Consummation of the Plan of
Reorganization shall occur on the Closing Date contemporaneously with the making of the initial
Loans hereunder, and (iv) the pro forma capital and ownership structure shall be substantially as
described in the Joint Plan of Reorganization of the Borrower and its domestic Subsidiaries filed
with the Bankruptcy Court on April 25, 2007 and such plan shall not have been amended in any manner
materially adverse to the Lenders without the consent of the Administrative Agent (which consent
shall not be unreasonably withheld, conditioned or delayed).
(o)
Repayment of Existing DIP Facility. Upon Consummation of the Plan of
Reorganization and the making of the initial Loans or the initial Letters of Credit, the Existing
DIP Facilities shall have been repaid in full (or, in the case of any Existing DIP Facility Letter
of Credit, cash-collateralized or guaranteed by a back-to-back letter of credit), and all action
necessary to release all collateral pledged to secure the Loans shall have been taken, in form and
substance reasonably satisfactory to the Administrative Agent. Substantially all other existing
Indebtedness of the Borrower and its Subsidiaries, other than any Indebtedness otherwise permitted
hereunder, shall have been repaid, restructured or reinstated as expressly contemplated by the Plan
of Reorganization.
(p)
Consents. All material governmental and third party consents and approvals
necessary in connection with the financing contemplated hereby shall have been obtained, in form
and substance reasonably satisfactory to the Administrative Agent, and be in full force and effect.
(q)
Financial Statements. The Lenders shall have received (i) audited consolidated
financial statements of the Borrower for the three most recent fiscal years ended prior to the
Closing Date, (ii) unaudited interim consolidated financial statements of the Borrower for each
quarterly period ended subsequent to the date of the latest financial statements
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delivered pursuant to clause (i) of this Section 4.01(q) and 60 days or more prior to the
Closing Date, (iii) a pro forma consolidated balance sheet of the Borrower as of
the date of the most recent consolidated balance sheet delivered pursuant to the preceding clauses
(i) or (ii), giving effect to the consummation of the Plan of Reorganization and the financings
contemplated hereby and thereby, and (iv) a business plan of the Borrower including quarterly
projections through December 31, 2007 and annual projections through December 31, 2010. Documents
required to be delivered pursuant to clauses (i) and (ii) hereof which are made available via
XXXXX, or any successor system of the SEC, in the Borrower’s Annual Report on Form 10-K or
Quarterly Report on Form 10-Q, shall be deemed delivered to the Lenders on the date such documents
are made so available; provided that, upon request, the Borrower shall deliver paper copies
of such documents to the Administrative Agent.
(r)
No Illegality. No law or regulation shall be applicable in the reasonable
judgment of the Administrative Agent or the Lenders that restrains, prevents or imposes materially
adverse conditions upon the Closing Date Transactions.
(s)
Representations and Warranties. All representations and warranties set forth in
Section 3 hereof shall be true and correct in all material respects on and as of the Closing Date,
after giving effect to the Consummation of the Plan of Reorganization and to the Closing Date
Transactions, as though made on and as of such date (except to the extent any such representation
or warranty by its terms is made as of a different specified date, in which event such
representation or warranty shall be true and correct in all material respects as of such specified
date).
(t)
No Event of Default. After giving effect to the Consummation of the Plan of
Reorganization and the Closing Date Transactions, no Event of Default or event which, with the
giving of notice or passage of time or both, would be an Event of Default shall have occurred and
be continuing on the Closing Date.
(u)
Intercreditor Agreement. The Borrower, the Guarantors, the Administrative Agent,
the Collateral Agent, and the Second Lien Collateral Agent shall have executed the Intercreditor
Agreement.
(v)
Eligible Collateral. At the time the Lenders make the initial Loans or fund the
Credit-Linked Deposit or the Issuing Lender issues the initial Letter of Credit, whichever may
occur first, and after giving effect thereto, the Appraised Value of the Eligible Collateral shall
not (A) be less than 175% of the aggregate First Lien Obligations outstanding on the Closing Date
and (B) be less than 125% of the sum of (i) the aggregate First Lien Obligations outstanding on the
Closing Date and (ii) the aggregate outstanding principal amount of the Second Lien Term Loans.
(w)
Restructuring Aircraft Certificate. The Borrower shall have delivered an
Officer’s Certificate certifying that there have been no material adverse developments or changes
in the status of the Qualified Restructuring Indebtedness from the information previously disclosed
to the Administrative Agent.
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(x)
Eligible Accounts Receivable Certificate. The Borrower shall have delivered an
Officer’s Certificate, substantially in the form of Exhibit K, setting forth the amount of the
Eligible Accounts Receivable as of the Closing Date, together with all supporting documents with
respect to such Eligible Accounts Receivable as the Administrative Agent may reasonably request.
(y)
Corporate Ratings. The Borrower shall have obtained a corporate credit rating
from S&P and a corporate family rating from Xxxxx’x.
(aa)
Second Lien Credit Agreement. The Second Lien Credit Agreement shall have become
effective in accordance with its terms and the Borrower shall have received $900,000,000 in gross
proceeds from the borrowing of Second Lien Term Loans thereunder.
(bb)
Other Documentation and Information. The Administrative Agent shall have
received (i) such documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of the Borrower and
each Guarantor and the authorization of the Transactions and (ii) a fully executed copy of the
Second Lien Credit Agreement.
SECTION 4.02.
Conditions Precedent to Each Loan and Each Letter of Credit. The
obligation of the Lenders to make each Loan, fund its Credit-Linked Deposit and of the Issuing
Lender to issue each Letter of Credit, including the initial Loan and the initial Letter of Credit,
is subject to the satisfaction (or waiver in accordance with Section 10.08) of the following
conditions precedent:
(a)
Notice. The Administrative Agent shall have received a Borrowing Request pursuant
to Section 2.03 with respect to such borrowing or issuance, as the case may be.
(b)
Representations and Warranties. All representations and warranties contained in
this Agreement and the other Loan Documents (other than, with respect to Loans made or Letters of
Credit issued after the Closing Date, the representations and warranties set forth in Sections
3.05(b) and 3.09(a)) shall be true and correct in all material respects on and as of the date of
each Borrowing or the issuance of each Letter of Credit hereunder with the same effect as if made
on and as of such date except to the extent such representations and warranties expressly relate to
an earlier date and in such case, such representations and warranties shall be true and correct in
all material respects as of such date.
(c)
No Default. On the date of each Borrowing hereunder or the issuance of each
Letter of Credit, no Event of Default or event which upon notice or lapse of time or both would
constitute an Event of Default shall have occurred and be continuing nor shall any such event occur
by reason of the making of the requested Borrowing or the issuance of the requested Letter of
Credit.
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The request by the Borrower for, and the acceptance by the Borrower of, each extension of credit
hereunder shall be deemed to be a representation and warranty by the Borrower that the conditions
specified in this Section have been satisfied or waived at that time.
SECTION 5.
From the date hereof and for so long as the Commitments remain in effect, any Letter of Credit
remains outstanding (in a face amount in excess of the sum of (i) the amount of cash then held in
the Letter of Credit Account and (ii) the face amount of back-to-back letters of credit delivered
pursuant to Section 2.02(j)), any Credit-Linked Deposit remains outstanding, or any Loan or other
amount is owing to any Lender or the Administrative Agent hereunder (other than contingent
indemnification obligations not due and payable), the Borrower and each of the Guarantors agree to:
(a) Within 90 days after the end of each fiscal year, the Borrower’s consolidated balance
sheet and related statement of income and cash flows, showing the financial condition of the
Borrower and its Subsidiaries on a consolidated basis as of the close of such fiscal year and the
results of their respective operations during such year, the consolidated statement of the Borrower
to be audited for the Borrower by Ernst & Young LLP or other independent public accountants of
recognized national standing and accompanied by an opinion of such accountants (without a “going
concern” or like qualification or exception and without any qualification or exception (other than
with respect to the 2005 audit and the 2006 audit) as to the scope of such audit) and to be
certified by a Responsible Officer of the Borrower to the effect that such consolidated financial
statements fairly present in all material respects the financial condition and results of
operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.
Documents required to be delivered pursuant to this clause (a) which are made available via XXXXX,
or any successor system of the SEC, in the Borrower’s Annual Report on Form 10-K, shall be deemed
delivered to the Lenders on the date such documents are made so available; provided that,
upon request, the Borrower shall deliver paper copies of such documents to the Administrative
Agent;
(b) Within 45 days after the end of each of the first three fiscal quarters of each fiscal
year, the Borrower’s consolidated balance sheets and related statements of income and cash flows,
showing the financial condition of the Borrower and its Subsidiaries on a consolidated basis as of
the close of such fiscal quarter and the results of their operations during such fiscal quarter and
the then elapsed portion of the fiscal year, each certified by a Responsible Officer of the
Borrower as fairly presenting in all material respects the financial condition and results of
operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP,
subject to normal year-end audit adjustments and the absence of footnotes. Documents required to
be delivered pursuant to this clause (b) which are made available via XXXXX, or any successor
system of the SEC, in the Borrower’s Quarterly Report on Form 10-Q, shall be deemed delivered to
the Lenders on the date such documents are made so available;
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provided that, upon request, the Borrower shall deliver paper copies of such documents
to the Administrative Agent;
(c) (i) concurrently with any delivery of financial statements under (a) and (b) above, a
certificate of a Responsible Officer of the Borrower (A) certifying that no Event of Default or
event which upon notice or lapse of time or both would constitute an Event of Default has occurred,
or, if such an Event of Default or event has occurred, specifying the nature and extent thereof and
any corrective action taken or proposed to be taken with respect thereto, (B) setting forth
computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance
with the provisions of Sections 6.04, 6.05 and 6.06 and (C) stating whether any change in GAAP or
in the application thereof has occurred since the date of the audited financial statements referred
to in Section 3.05 and, if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate; and (ii) concurrently with any delivery of
financial statements under (a) above, a certificate (which certificate may be limited to accounting
matters and disclaim responsibility for legal interpretations) of the accountants auditing the
consolidated financial statements delivered under (a) above certifying that, in the course of the
regular audit of the business of the Borrower and its Subsidiaries, such accountants have obtained
no knowledge that an Event of Default pursuant to Section 7.01(c) due to any failure to comply with
Section 6.04 or 6.05 has occurred and is continuing or if, in the opinion of such accountants, such
an Event of Default has occurred and is continuing, specifying the nature thereof and all relevant
facts with respect thereto;
(d) promptly after the same become publicly available, copies of all registration statements
and all periodic and other reports, proxy statements and other materials filed by it with the SEC,
or any governmental authority succeeding to any of or all the functions of said commission, or with
any national securities exchange, as the case may be. Documents required to be delivered pursuant
to this clause (d) which are made available via XXXXX, or any successor system of the SEC, shall be
deemed delivered when made so available; provided that, upon request, the Borrower shall
deliver paper copies of such documents to the Administrative Agent;
(e) Within ninety (90) days from the last Business Day of the immediately preceding fiscal
year, a detailed consolidated budget for the following 12-month period (including projected
statements of operations and cash flow for such period);
(f) as soon as available and in any event within fifteen (15) Business Days after the Borrower
or any of its ERISA Affiliates knows or has reason to know that any Termination Event has occurred,
a statement of a Responsible Officer of the Borrower describing the full details of such
Termination Event and the action, if any, which the Borrower or such ERISA Affiliate is required or
proposes to take with respect thereto, together with any notices required or proposed to be given
to or filed with or by the Borrower, the ERISA Affiliate, the PBGC, a Plan participant or the Plan
administrator with respect thereto;
(g) promptly and in any event within fifteen (15) Business Days after receipt thereof by the
Borrower or any of its ERISA Affiliates from the PBGC copies of each notice received by the
Borrower or any such ERISA Affiliate of the PBGC’s intention to terminate any
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Single Employer Plan of the Borrower or such ERISA Affiliate or to have a trustee appointed to
administer any such Plan;
(h) if requested by the Administrative Agent, promptly and in any event within thirty (30)
days after the filing thereof with the Internal Revenue Service, copies of each Schedule B
(Actuarial Information) to the annual report (Form 5500 Series) with respect to each Plan of the
Borrower or any of its ERISA Affiliates;
(i) within fifteen (15) Business Days after notice is given or required to be given to the
PBGC under Section 302(f)(4)(A) of ERISA of the failure of the Borrower or any of its ERISA
Affiliates to make timely payments to a Plan, a copy of any such notice filed and a statement of a
Responsible Officer of the Borrower setting forth (i) sufficient information necessary to determine
the amount of the lien under Section 302(f)(3) of ERISA, (ii) the reason for the failure to make
the required payments and (iii) the action, if any, which the Borrower or any of its ERISA
Affiliates proposed to take with respect thereto;
(j) promptly and in any event within fifteen (15) Business Days after receipt thereof by the
Borrower or any ERISA Affiliate from a Multiemployer Plan sponsor, a copy of each notice received
by the Borrower or any ERISA Affiliate concerning (i) the imposition of Withdrawal Liability by a
Multiemployer Plan, (ii) the determination that a Multiemployer Plan is, or is expected to be, in
reorganization within the meaning of Title IV of ERISA, (iii) the termination of a Multiemployer
Plan within the meaning of Title IV of ERISA, or (iv) the amount of liability incurred, or which
may be incurred, by the Borrower or any ERISA Affiliate in connection with any event described in
clause (i), (ii) or (iii) above;
(k) promptly after a Responsible Officer obtains knowledge of (i) the filing or commencement
of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or
affecting the Borrower or any Subsidiary that could reasonably be expected to result in a Material
Adverse Effect; or (ii) the receipt of any environmental audits and reports, whether prepared by
personnel of the Borrower or any Guarantor or by independent consultants, which relate to an
Environmental Liability which could be expected to have a Material Adverse Effect, notification
thereof (together with, in the case of clause (ii) above, copies of such audits and reports), each
such notice to be accompanied by a statement of a Responsible Officer of the Borrower setting forth
the details of the event or development requiring such notice and any action taken or proposed to
be taken with respect thereto;
(l) promptly, from time to time, such other information regarding the operations, business
affairs and financial condition of the Borrower or any Guarantor as the Administrative Agent, at
the request of any Lender, may reasonably request;
(m) within (i) twenty (20) Business Days following the end of each calendar month, a
certificate of a Responsible Officer of the Borrower or, if applicable, a Guarantor, (x) stating
that at all times since the last certificate delivered under this Section 5.01(m) (or, in the case
of the first certificate to be delivered after the Closing Date, at all times since the Closing
Date) the Borrower or Guarantor, as the case may be, has utilized the Primary Routes and the
Primary Foreign Slots in a manner consistent in all material respects with applicable regulations,
rules, law, foreign law and contracts in order to preserve their respective rights in and to use
each
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of the Primary Routes and Primary Foreign Slots and (y) setting forth (A) any permanent
disposition or transfer by the Borrower or such Guarantor of any Appraised FAA Slot, Primary
Foreign Slot or Primary Route and (B) airports associated with additional Primary Routes allocated
to or assigned by the Borrower or such Guarantor which airports are not already listed on Schedule
4(g) to the First Lien SGR Security Agreement or Schedule 4(i) to the First Lien SGR Security
Agreement and (ii) five (5) Business Days following the end of each calendar month, copies of any
report filed by the Borrower or any Guarantor in such calendar month with the FAA, DOT or any other
applicable Governmental Authority or Airport Authority or any Foreign Aviation Authorities
regarding utilization of Primary Routes or Primary Foreign Slots or access to the Primary
Supporting Route Facilities, as well as a summary thereof, in a format reasonably acceptable to the
Administrative Agent;
(n) at any time that Eligible Accounts Receivable shall be included as Eligible Collateral,
promptly and in any event within 30 days after the end of each month while Eligible Accounts
Receivable are part of Eligible Collateral, an Officer’s Certificate from the Borrower,
substantially in the form of Exhibit K, setting forth the amount of Eligible Accounts Receivable as
of such date, together with all supporting documents with respect to Eligible Accounts Receivable
as the Administrative Agent may reasonably request;
(o) promptly after a Responsible Officer obtains knowledge thereof, notice of any Collateral
Event;
(p) promptly after a Responsible Officer obtains knowledge thereof, notice of any Event of
Loss;
(q) promptly after a Responsible Officer obtains knowledge of any Visa/MasterCard Dollar
Trigger Event, notification thereof (accompanied by a statement of a Responsible Officer of the
Borrower setting forth the details of such Visa/MasterCard Dollar Trigger Event).
Subject to the next succeeding sentence, information delivered pursuant to this Section 5.01
to the Administrative Agent may be made available by the Administrative Agent to the Lenders by
posting such information on the Intralinks website on the Internet at
xxxx://xxx.xxxxxxxxxx.xxx.
Information delivered pursuant to this Section 5.01 may also be delivered by electronic
communication pursuant to procedures approved by the Administrative Agent pursuant to Section 10.01
hereto. Information required to be delivered pursuant to this Section 5.01 (to the extent not made
available as set forth above) shall be deemed to have been delivered to the Administrative Agent on
the date on which the Borrower provides written notice to the Administrative Agent that such
information has been posted on the Borrower’s website on the
Internet at xxxx://xxx.xxxxx.xxx (to
the extent such information has been posted or is available as described in such notice).
Information required to be delivered pursuant to this Section 5.01 shall be in a format which is
suitable for transmission.
Any notice or other communication delivered pursuant to this Section 5.01, or otherwise
pursuant to this Agreement, shall be deemed to contain material non-public information unless (i)
expressly marked by the Borrower as “PUBLIC” or (ii) such notice or communication consists of
copies of the Borrower’s public filings with the SEC.
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SECTION 5.02.
Existence. Preserve and maintain in full force and effect all
governmental rights, privileges, qualifications, permits, licenses and franchises necessary in the
normal conduct of its business except (a)(i) if in the reasonable business judgment of the Borrower
it is no longer necessary for the Borrower and the Guarantors to preserve and maintain such rights,
privileges, qualifications, permits, licenses and franchises, and (ii) such failure to preserve the
same could not, in the aggregate, reasonably be expected to have a Material Adverse Effect, and (b)
as otherwise permitted in connection with (i) sales of assets permitted by Section 6.10 or (ii)
mergers, liquidations and dissolutions permitted by Section 6.02.
(a) In addition to the requirements of Section 5.03(b) or as set forth in each Real Property
Mortgage, (i) keep its properties (other than the Mortgaged Collateral, as to which only the
insurance provisions of the First Lien Aircraft Mortgage shall be applicable) insured at all times,
against such risks, including fire and other risks insured against by extended coverage, and on
such term and conditions, as is prudent and customary with U.S. based companies of the same or
similar size in the same or similar businesses; (ii) maintain in full force and effect public
liability insurance against claims for personal injury or death or property damage occurring upon,
in, about or in connection with the use of any properties owned, occupied or controlled by the
Borrower or any Guarantor, as the case may be, in such amounts and with such deductibles as are
customary with companies of the same or similar size in the same or similar businesses and in the
same geographic area; and (iii) maintain such other insurance or self insurance as may be required
by law.
(b) Maintain business interruption insurance in amounts that are reasonably satisfactory to
the Administrative Agent and as is customary in the United States domestic airline industry for
major United States air carriers having both substantial domestic and international operations.
(c) All such insurance referred to in Section 5.03(a) with respect to the Collateral (other
than the Mortgaged Collateral as to which only the provisions of the Aircraft Mortgage shall be
applicable) shall (i) contain a Lender’s Loss Payable Endorsement in favor of the Collateral Agent,
on behalf of the First Priority Secured Parties, in all loss or damage insurance policies, (ii)
provide that no cancellation thereof shall be effective until at least thirty (30) days after
written notice thereof to the Collateral Agent, on behalf of the First Priority Secured Parties,
permitting the Collateral Agent to cure any default with respect to applicable outstanding
premiums, (iii) name the Collateral Agent, for the benefit of the First Priority Secured Parties,
as loss payees for physical damage insurance with respect to property which constitutes Collateral
(other than the Mortgaged Collateral as to which only the provisions of the Aircraft Mortgage shall
be applicable) or a Real Property Asset as to which a Lien has been granted to the Collateral
Agent, and as additional insureds for liability insurance, (iv) provide that once the Collateral
Agent has given notice of the occurrence of an Event of Default, no loss in excess of $5,000,000
shall be adjusted or otherwise settled without the prior written consent of the Collateral Agent,
and (v) state that none of the Collateral Agent, any of the Lenders, nor any other First Priority
Secured Party shall be responsible for premiums, commissions, club calls, assessments or advances.
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(d) Promptly deliver to the Collateral Agent copies of any notices received from its insurers
with respect to insurance programs required by the Terrorism Risk Insurance Act of 2002 (as
extended by the Terrorism Risk Insurance Extension Act of 2005) and, if so requested by the
Collateral Agent, procure and maintain in force the insurance that is offered in such programs to
the same extent maintained by companies of the same or similar size in the same or similar
businesses.
(e) No less frequently than annually, but in any event prior to expiration of any insurance
policy maintained in connection herewith or in connection with any Collateral Document, furnish to
the Collateral Agent certificates of insurance with respect to insurance maintained by the Borrower
or any Guarantor, as the case may be, which certificates evidence compliance by the Borrower and
the Guarantors with the insurance requirements set forth herein and in any of the Collateral
Documents and contain signatures of duly authorized representatives of AON Risk Services or such
other insurance broker as may be reasonably acceptable to the Collateral Agent, at all times prior
to policy termination, cessation or cancellation.
(f) Make available at the Borrower’s headquarters, upon the reasonable request of the
Collateral Agent and upon reasonable prior notice, all insurance policies maintained by the
Borrower and the Guarantors for the review of the Collateral Agent and any agents or
representatives thereof.
SECTION 5.04.
Maintenance of Properties. Except to the extent otherwise permitted
hereunder, in its reasonable business judgment, keep and maintain, and cause each of its
Subsidiaries to keep and maintain, all property material to the conduct of its business in good
working order and condition (ordinary wear and tear and damage by casualty and condemnation
excepted), except where the failure to keep such property in good working order and condition would
not have a Material Adverse Effect.
SECTION 5.05.
Obligations and Taxes. Pay all its material obligations (other than any
obligations with respect to any Restructuring Aircraft, except obligations under any Post-Petition
Aircraft Agreement applicable to such Restructuring Aircraft) promptly and in accordance with their
terms and pay and discharge promptly all taxes, assessments and governmental charges, levies or
claims (other than such taxes, assessments and governmental charges, levies and claims to the
extent addressed in the Plan of Reorganization, which shall be paid in accordance with the Plan of
Reorganization) imposed upon it or upon its income or profits or in respect of its property, before
the same shall become more than ninety (90) days delinquent, except in each case where the failure
to do so would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect;
provided,
however, that the Borrower and each Guarantor shall not
be required to pay and discharge or to cause to be paid and discharged any such obligation, tax,
assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested
in good faith by appropriate proceedings and (ii) the Borrower and the Guarantors shall have set
aside on their books adequate reserves therefor in accordance with GAAP.
SECTION 5.06.
Notice of Event of Default, etc. Promptly upon the Borrower’s knowledge
thereof give to the Administrative Agent notice in writing of any Event of Default or
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the occurrence of any event or circumstance which with the passage of time or giving of notice
or both would constitute an Event of Default.
SECTION 5.07.
Access to Books and Records. (a) Maintain or cause to be maintained at
all times true and complete books and records in all material respects in a manner consistent with
GAAP in all material respects of the financial operations of the Borrower and the Guarantors and
provide the Administrative Agent, the Collateral Agent and their respective representatives and
advisors reasonable access to all such books and records (subject to requirements under any
confidentiality agreements, if applicable), as well as any appraisals of the Collateral, during
regular business hours, in order that the Administrative Agent and the Collateral Agent may upon
reasonable prior notice and with reasonable frequency, but in any event, so long as no Event of
Default has occurred and is continuing, no more than one time per year, examine and make abstracts
from such books, accounts, records, appraisals and other papers, and permit the Administrative
Agent, the Collateral Agent and their respective representatives and advisors to confer with the
officers of the Borrower and the Guarantors and representatives (provided that the Borrower shall
be given the right to participate in such discussions with such representatives) of the Borrower
and the Guarantors, all for the purpose of verifying the accuracy of the various reports delivered
by the Borrower or the Guarantors to the Administrative Agent or the Lenders pursuant to this
Agreement or for otherwise ascertaining compliance with this Agreement; and at any reasonable time
and from time to time during regular business hours, upon reasonable notice to the Borrower, permit
the Administrative Agent, the Collateral Agent, and any agents or representatives (including,
without limitation, appraisers) thereof to visit the properties of the Borrower and the Guarantors
and to conduct examinations of and to monitor the Collateral held by the Collateral Agent, in each
case at the expense of the Borrower (provided, that the Borrower shall not be required to pay the
expenses of more than one such visit a year unless an Event of Default has occurred and is
continuing).
(b) Grant access to and the right to inspect all final reports, final audits (and draft
reports and audits where no final reports or audits are available) and other similar internal
information of the Borrower relating to the Real Property Assets with respect to environmental
matters upon reasonable notice, and obtain any third party verification of matters relating to the
Release or alleged Release of Hazardous Materials at the Real Property Assets and compliance with
Environmental Laws and requirements of Airport Authorities with respect to environmental matters
(for matters that would impact the value of the Real Property Assets) reasonably requested by the
Administrative Agent at any time and from time to time.
(a) Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules,
regulations and orders of any Airport Authority (with respect to environmental matters) or
Governmental Authority applicable to it or its property (including Environmental Laws), except
where such noncompliance, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.
(b) To the extent the following are required by Environmental Laws, any Governmental Authority
or any requirements of an Airport Authority relating to environmental matters, conduct, and cause
each of its Subsidiaries to conduct, any and all investigations,
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studies, sampling and testing and take, and cause each of its Subsidiaries to take, any and
all necessary remedial action in connection with the presence, storage, use, disposal,
transportation or Release of any Hazardous Materials for which the Borrower or the Guarantors or
their respective Subsidiaries is, or could be, liable. The foregoing shall not apply if, and only
to the extent that (i) the Borrower’s or the Guarantors’ or their respective Subsidiaries’
liability for or any requirement of an Airport Authority with respect to such presence, storage,
use, disposal, transportation or Release of any Hazardous Materials is being contested in good
faith and by appropriate proceedings diligently conducted by such Persons, (ii) such remedial
action is taken by other Persons responsible for such remedial action through an indemnification of
the Borrower or the Guarantors or any Subsidiary thereof or (iii) such non-compliance would not in
any case or in the aggregate reasonably be expected to have a Material Adverse Effect. In the
event that the Borrower or the Guarantors or any of their respective Subsidiaries undertakes any
such investigation, study, sampling, testing or remedial action with respect to any Hazardous
Materials, the Borrower or such Guarantors will, and will cause any such Subsidiary to, conduct and
complete such action in compliance in all material respects with all applicable Environmental Laws
and all applicable requirements of Airport Authorities relating to environmental matters.
(c) If an Event of Default has occurred and is continuing or upon a reasonable belief that the
Borrower has breached any representation, warranty or covenant hereunder with regard to
environmental matters, at the request of the Administrative Agent from time to time, the Borrower
will provide to the Administrative Agent within sixty (60) days after such request, or such longer
time period as is reasonably necessary to secure any required governmental or third party
authorizations for soil or groundwater investigations or other invasive samplings, at the expense
of the Borrower, an environmental site assessment report for any properties of the Borrower, the
Guarantors or any of their Subsidiaries described in such request, prepared by an environmental
consulting firm reasonably acceptable to the Administrative Agent, reasonable in scope based upon
the circumstances of the request, indicating, where relevant under the circumstances of the
request, the presence or absence of Hazardous Materials and the estimated cost of any compliance,
removal or remedial action in connection with any Hazardous Materials on such properties; without
limiting the generality of the foregoing, if the Administrative Agent reasonably determines at any
time that a material risk exists that any such report will not be provided in the time referred to
above, the Administrative Agent reasonably may retain an environmental consulting firm to prepare
such report at the expense of the Borrower, and the Borrower and the Guarantors hereby grant, and
agree to cause any Subsidiary that owns property described in such a request to grant, at the time
of such request to the Administrative Agent, such firm and any agents or representatives thereof a
right, subject to the rights of tenants, to enter into their respective properties to undertake
such an assessment.
SECTION 5.09.
Appraisal Reports and Field Audits. Cooperate with the Appraiser, Real
Estate Appraiser or Field Auditor, as the case may be, such that the Administrative Agent shall
receive one or more Appraisal Reports or Field Audits, as the case may be, establishing the value
of the Appraised Collateral or Eligible Accounts Receivable, as the case may be, (a) in the case of
Appraisal Reports, by no later than thirty (30) days prior to each anniversary of the Closing Date,
(b) on the date upon which any additional property or assets that constitutes Appraised Collateral
(including, without limitation, applicable Cure Collateral) is pledged as Collateral to the
Collateral Agent to secure the First Priority
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Obligations, but only with respect to such additional Collateral, (c) promptly at the request
of the Administrative Agent upon the occurrence and during the continuation of an Event of Default,
(d) in the case of Field Audits, promptly at the request of the Administrative Agent (which are not
contemplated to occur more than once per year, but in any event, so long as no Event of Default has
occurred and is continuing, no more than once per year) and (e) upon a Change in Law with respect
to any assets which constitute Collateral, which change could reasonably be expected to result in
the Borrower’s failure to maintain the required coverage ratios pursuant to Section 6.06. In
addition to the requirements set forth in this Section 5.09, if at any time the Collateral Agent in
its reasonable good faith business judgment believes that a Collateral Event has occurred, it may
request the delivery of an updated Appraisal Report with respect to the affected Collateral, and
the Borrower and the Guarantors shall cooperate with the Appraiser to ensure that the Collateral
Agent receives the same. The Borrower may from time to time cause to be delivered subsequent
Appraisal Reports if it believes that the affected item of Collateral has a higher Appraised Value
than that reflected in the most recent Appraisal Report delivered.
SECTION 5.10.
FAA and DOT Matters; Citizenship. In the case of the Borrower and any
applicable Guarantor (a) maintain at all times its status as an “air carrier” within the meaning of
Section 40102(a)(2) of Title 49, and hold a certificate under Section 41102(a)(1) of Title 49; (b)
at all times hereunder be a United States Citizen; (c) maintain at all times its status at the FAA
as an air carrier and hold an air carrier operating certificate and other operating authorizations
issued by the FAA pursuant to 14 C.F.R. Parts 119 and 121 as currently in effect or as may be
amended or recodified from time to time; and (d) except as specifically permitted herein or in the
First Lien SGR Security Agreement, possess and maintain all necessary certificates, exemptions,
franchises, licenses, permits, designations, rights, concessions, Gate Interests, authorizations,
frequencies and consents which are material to the operation of the FAA Slots, the Routes and
Foreign Slots utilized by it and the conduct of its business and operations as currently conducted
except, in any case described in this clause (d), where the failure to do so, either individually
or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.
SECTION 5.11.
FAA Slot Utilization. Subject to transfers, exchanges and other
dispositions permitted by this Agreement and the First Lien SGR Security Agreement, utilize (or
arrange for utilization by exchanging FAA Slots with other air carriers) the FAA Slots (except FAA
Slots which are reasonably determined by the Appraisers to be of de minimis value) in a manner
consistent in all material respects with applicable regulations, rules, laws and contracts in order
to preserve its right to hold and operate the FAA Slots, taking into account any waivers or other
relief granted to the Borrower by the FAA, any other applicable Governmental Authority or any
Airport Authority.
SECTION 5.12.
Primary Foreign Slot Utilization. Subject to transfers, exchanges and
other dispositions permitted by this Agreement and the First Lien SGR Security Agreement, utilize
(or arrange for utilization by exchanging Primary Foreign Slots with other air carriers) the
Primary Foreign Slots (except Primary Foreign Slots which are reasonably determined by the
Appraisers to be of de minimis value) in a manner consistent in all material respects with
applicable regulations, rules, foreign law and contracts in order to preserve its right to hold and
operate the Primary Foreign Slots, taking into account any waivers or other relief granted to the
Borrower by any applicable Foreign Aviation Authorities.
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SECTION 5.13.
Primary Route Utilization. Subject to transfers, exchanges and other
dispositions permitted by this Agreement and the First Lien SGR Security Agreement, utilize the
Primary Routes (except Primary Routes which are reasonably determined by the Appraisers to be of de
minimis value) in a manner consistent in all material respects with applicable regulations, rules,
treaties, foreign law and contracts in order to preserve its right to hold and operate the Primary
Routes and maintain access to the Primary Supporting Route Facilities sufficient to ensure its
ability to retain its rights in and to the Primary Routes, taking into account any waivers or other
relief granted to the Borrower by the FAA, any other applicable Governmental Authority, any Airport
Authority or any applicable Foreign Aviation Authorities.
SECTION 5.14.
Additional Subsidiaries. If any additional Subsidiary of the Borrower
is formed or acquired after the Closing Date, the Borrower will promptly, and in any event within
twenty (20) Business Days after such Subsidiary is formed or acquired, (a) to the extent such
Subsidiary is an entity incorporated or organized in the United States and is not an Immaterial
Subsidiary, an Excluded Subsidiary or a Restricted Captive Insurance Company Subsidiary, cause such
Subsidiary to become a party to the Guarantee contained in Section 9 hereof, each applicable
Collateral Document and all other agreements, instruments or documents that create or purport to
create and perfect a Lien in favor of the Collateral Agent for the benefit of the First Priority
Secured Parties, by executing an Instrument of Assumption and Joinder substantially in the form
attached hereto as Exhibit H and, subject to preexisting Liens on such Subsidiary’s assets and the
terms thereof (to the extent the same are permitted under this Agreement), promptly take such
actions to create and perfect Liens on such Subsidiary’s assets to secure the First Priority
Obligations to the extent required under the applicable Collateral Documents and (c) cause any
Equity Interests or promissory notes evidencing Indebtedness of such Subsidiary that, in each case,
are owned by or on behalf of the Borrower or any Guarantor to be pledged to the extent required by
the Collateral Documents,
provided that, if such Subsidiary is directly owned by the
Borrower or any Guarantor and is organized under the laws of a jurisdiction other than the United
States of America or any state thereof or the District of Columbia, Equity Interests of such
Subsidiary to be pledged shall be limited to 65% of the outstanding voting Equity Interests of such
Subsidiary.
SECTION 5.15. [Reserved].
(a) If any aircraft, engines, spare parts or owned real property (including, in the case of
owned real property, only owned real property valued individually in excess of $5,000,000 or
$20,000,000 in the aggregate from the Closing Date, but excluding any leasehold interests) are
acquired by the Borrower or any Guarantor after the Closing Date (other than any spare parts that
become subject to a Lien pursuant to the Aircraft Mortgage upon acquisition thereof), the Borrower
will promptly notify the Administrative Agent thereof and at the Administrative Agent’s request
within forty-five (45) days of such notice, will cause such assets to be subjected to a Lien
securing the First Priority Obligations to the extent not excluded from the definition of
“Collateral” under the Loan Documents, subject to preexisting Liens on such assets permitted
hereunder and any other Liens permitted hereunder, and will take, and cause the Guarantors to take,
such actions as shall be necessary to grant and perfect such Liens, including
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actions described in this paragraph (a), all at the expense of the Borrower and Guarantors;
provided, however, that this clause (a) shall not apply (i) if and to the extent
that, on the date of and after giving effect to such acquisition, the Borrower shall be in
compliance with Section 6.06(a) and Section 6.06(b) and shall have delivered to the Administrative
Agent an Officer’s Certificate certifying to such compliance or (ii) to any aircraft, engines,
spare parts or owned real property to the extent that the Administrative Agent has received, on or
before the date of such acquisition, a copy of an executed commitment letter, letter of intent,
memorandum or understanding or other similar document that evidences a commitment to consummate a
financing of such aircraft, engines, spare parts or owned real property within forty-five (45) days
of the date of such acquisition and such financing actually occurs within forty-five (45) days (it
being understood that the Lenders hereby authorize the Collateral Agent to withhold or delay such
filing if the Collateral Agent shall be satisfied in its sole discretion that the applicable
financing shall be consummated within a reasonable timeframe thereafter); provided
further that the Administrative Agent shall not require the execution or delivery of any
Mortgage Supplement, or require the Borrower or any Guarantor to take any actions with respect to
the FAA, relating to any of the 737-800 aircraft to be sold pursuant to agreements described on
Schedule 5.16 hereof.
(b) Upon any Guarantor acquiring any right, title or interest in any FAA Slots, Foreign Slots,
Routes, Supporting Route Facilities or Gate Interests acquired in connection with a Permitted
Acquisition, such Guarantor will promptly, and in any event within twenty (20) Business Days of
such acquisition, become a party to the First Lien SGR Security Agreement.
SECTION 5.17.
Pledged Spare Parts. Segregate all of its Pledged Spare Parts from any
Spare Parts which are subject to any consignment arrangement, and shall keep all Spare Parts not so
subject to a consignment arrangement in Spare Parts Locations, except to the extent permitted in
the First Lien Aircraft Mortgage. The Pledged Spare Parts will be maintained by or on behalf of
the Borrower and Comair, as required by the First Lien Aircraft Mortgage.
SECTION 5.18.
Further Assurances. Execute any and all further documents and
instruments, and take all further actions, that may be required or advisable under applicable law,
the Cape Town Convention or by the FAA, or that the Collateral Agent may reasonably request, in
order to create, grant, establish, preserve, protect and perfect the validity, perfection and
priority of the Liens and security interests created or intended to be created by the Collateral
Documents, to the extent required under this Agreement or the Collateral Documents, including,
without limitation, amending, amending and restating, supplementing, assigning or otherwise
modifying, renewing or replacing the First Lien Aircraft Mortgage or other agreements, instruments
or documents relating thereto, in each case as may be reasonably requested by the Collateral Agent,
in order to (i) create interests (including, but not limited to, International Interests,
Assignments, Prospective International Interests, Prospective Assignments, Sales, Prospective
Sales, Assignments of Associated Rights and Subordinations) that may be registered and/or assigned
under the Cape Town Convention, (ii) create, grant, establish, preserve, protect and perfect the
Liens in favor of the Collateral Agent for the benefit of the First Priority Secured Parties to the
fullest extent possible under the Cape Town Convention, including, where necessary, the
subordination of other rights or interests and (iii) realize the benefit of the remedial provisions
that are contemplated by the Cape Town Convention, subject to the provisions of Section 4.07 of the
First Lien Aircraft Mortgage.
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Without limiting the generality of the foregoing or any other provisions of the Loan
Documents, the Borrower hereby (a) agrees to exclude the application of Article XVI(1)(a) of the
Protocol and (b) consents, pursuant to Article XV of the Protocol, to any Assignment of Associated
Rights within the scope of Article 33(1) of the Cape Town Convention which is permitted or required
by the applicable Loan Documents and further agrees that the provisions of the preceding paragraph
shall apply, in particular, with respect to Articles 31(4) and 36(1) of the Cape Town Convention to
the extent applicable to any such Assignment of Associated Rights.
SECTION 5.19.
Post Closing Items. (a) Within thirty (30) days of the Closing
Date, the Borrower and each applicable Guarantor shall have duly executed and delivered to the
Collateral Agent a Trademark Security Agreement in substantially the form of Exhibit F-1 (the
“
First Lien Trademark Security Agreement”), together with all documents, certificates,
forms and filing fees that the Collateral Agent may deem reasonably necessary to perfect and
protect the Liens and security interests created in the identified intellectual property in the
First Lien Trademark Security Agreement.
(b) Within thirty (30) days of the Closing Date (or such later date as the Administrative
Agent may, in its reasonable discretion, consent to in writing), the Borrower and each applicable
Guarantor shall have delivered to the Collateral Agent a Shifting Control Agreement or any other
Control Agreement, properly executed by the Borrower or any Guarantor, as the case may be, and each
bank or other financial institution (as may be specified by the Borrower) at which the Borrower or
any Guarantor, as the case may be, maintains a deposit account or securities account (it being
understood that no Control Agreement shall be required to be delivered with respect to any Excluded
Account).
(c) Within thirty (30) days of the Closing Date (or such later date as the Administrative
Agent may, in its reasonable discretion, consent to in writing), the Borrower and each applicable
Guarantor shall have delivered evidence of the registrations in the International Registry of
International Interests in the Airframes, Engines and Spare Engines constituted by the First Lien
Aircraft Mortgage.
SECTION 6.
From the date hereof and for so long as the Commitments remain in effect, any Letter of Credit
remains outstanding (in a face amount in excess of the sum of (i) the amount of cash then held in
the Letter of Credit Account and (ii) the face amount of back-to-back letters of credit delivered
pursuant to Section 2.02(j)), any Credit-Linked Deposit remains outstanding, or any Loan or other
amount is owing to any Lender or the Administrative Agent hereunder (other than contingent
indemnification obligations not due and payable), the Borrower and each of the Guarantors will not:
SECTION 6.01. Liens. Incur, create, assume or suffer to exist any Lien on any asset
of the Borrower or the Guarantors, now owned or hereafter acquired by the Borrower or any of such
Guarantors, other than:
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(a) Liens which were existing on the Closing Date as reflected on Schedule 3.07;
(b) Permitted Liens;
(c) Liens in favor of the Collateral Agent and the Lenders pursuant to the Loan Documents;
(d) Liens securing Indebtedness or Capitalized Leases permitted by Section 6.03(l) or any
permitted refinancing thereof, provided that such Lien attach only to the assets of the
Borrower or Guarantor (including related leases thereof and, in the case of personal property,
other assets integral to the use thereof including security deposits from any sublessee
collaterally assigned for the benefit of lessors) subject to such acquisition or financing;
(e) Liens on the Collateral that are pari passu with the Liens in favor of the Collateral
Agent securing the Designated Cash Management Obligations;
(f) Liens on the Collateral that are pari passu with the Liens in favor of the Collateral
Agent securing Indebtedness permitted by Section 6.03(f) or (g) and relating to Designated Hedging
Agreements; provided that the maximum amount of such Indebtedness that constitutes First
Priority Obligations shall not exceed $200,000,000 at any time;
(g) licenses, leases and subleases of (A) Mortgaged Collateral and Collateral (as defined in
the First Lien SGR Security Agreement) granted to others but only to the extent permitted by the
First Lien Aircraft Mortgage with respect to Mortgaged Collateral and to the extent permitted by
the First Lien SGR Security Agreement with respect to Collateral as defined therein and (B) all
other assets to the extent such license, sublicense, lease or sublease does not interfere in any
material respect with the business of the Borrower and the Guarantors, taken as a whole;
(h) Liens arising from precautionary UCC financing statements regarding operating leases
permitted by this Agreement;
(i) any interest or title of a licensor, sublicensor, lessor, sublessor or airport operator
under any lease, license or use agreement;
(j) Liens on real and personal property acquired in connection with acquisitions permitted by
this Agreement to the extent such Liens exist on such acquired property at the time of acquisition
or Liens existing on any property or asset of any Person that becomes a Guarantor after the date
hereof prior to the time such Person becomes a Guarantor, provided, (1) such Liens are not
created in contemplation of or in connection with such acquisition or such Person becoming a
Guarantor, as the case may be, (2) such Liens shall not apply to any other property or assets of
the Borrower or any Guarantor and (3) such Liens shall secure only those obligations which it
secures on the date of such acquisition or the date such Person becomes a Guarantor, as the case
may be;
(k) Liens in favor of credit card processors securing obligations in connection with credit
card processing services incurred in the ordinary course of business and consistent with past
practices;
96
(l) Liens on (1) the Borrower’s right to receive a refund of unearned insurance premiums and
(2) insurance policies and the proceeds thereof, to secure the Borrower’s payment of such insurance
premiums financed by Indebtedness permitted pursuant to Section 6.03(e);
(m) junior Liens (subject and fully subordinate to the Liens granted to the Collateral Agent
on behalf of the First Priority Secured Parties hereunder and under the Collateral Documents in
accordance with the Intercreditor Agreement) on the Collateral in favor of Second Lien Collateral
Agent securing the Second Lien Obligations, provided, that (1) such Liens shall be subject
in all respects to terms set forth in the Intercreditor Agreement and (2) the instruments and
agreements pursuant to which such Liens are created are reasonably satisfactory in form and
substance to the Administrative Agent;
(n) junior Liens on the Collateral securing the Indebtedness permitted pursuant to Section
6.03(m), provided, that such Liens shall be subject in all respects to an intercreditor
agreement substantially in the form of the Intercreditor Agreement;
(o) Liens consisting of setoff or netting rights in connection with Hedging Agreements;
(p) Liens securing reimbursement obligations in respect of standby or documentary letters of
credit or bankers acceptances, provided that in the case of (1) documentary letters of
credit or bankers acceptances, such Liens attach only to the documents, goods covered thereby and
proceeds thereof and (2) in the case of standby letters of credit, such Liens may only be on cash
in an amount not to exceed $150,000,000;
(q) Liens on the underlying commodity trading accounts or other brokerage accounts incurred in
the ordinary course of business;
(r) Liens which arise under Article 2 of the UCC;
(s) replacement, extension and renewal of any Lien permitted hereby, provided that any
such replacement, extension, or renewal of any Lien shall not extend to any property or assets of
the Borrower or any Guarantor which was not subject to the Lien being replaced, extended or
renewed;
(t) Liens in favor of any of the Borrower or a Guarantor that do not encumber any Collateral;
(u) Liens arising by operation of law in connection with judgments, attachment or awards which
do not constitute an Event of Default hereunder;
(v) other Liens incurred by the Borrower and the Guarantors (except with respect to Real
Property Assets) so long as the Indebtedness and other obligations secured thereby does not exceed
Indebtedness permitted by Section 6.03(ee);
(w) Liens on cash collateral and fuel inventory (and the proceeds thereof) or letters of
credit in each case securing Indebtedness permitted pursuant to Section 6.03(f), and Indebtedness
permitted by Section 6.03(g) in an aggregate amount at any one time for all such
97
cash and letters of credit in excess of the amount thereof that is secured as permitted by
Section 6.01(f), not in excess (other than with respect to Liens on fuel inventory and the proceeds
thereof) of $500,000,000;
(x) Liens on Margin Stock, if and to the extent the value of all Margin Stock of the Borrower
and its Subsidiaries exceeds 25% of the total assets subject to this Section 6.01;
(y) Liens on any Restructuring Aircraft created by or pursuant to any Post-Petition Aircraft
Agreement;
(z) Liens on the Excluded Accounts and amounts on deposit therein in favor of the
beneficiaries of the amounts on deposit therein to the extent such Liens secure obligations owed to
such beneficiaries;
(aa) the Lien of the Jet Fuel Counterparty on the Jet Fuel Assets, in the event that the
transactions underlying the Jet Fuel Inventory Supply Agreement are re-characterized as
Indebtedness owed by the Borrower;
(bb) Liens attaching solely to xxxx xxxxxxx money deposits in connection with Investments
permitted pursuant to Section 6.09;
(cc) Liens securing Indebtedness permitted by (i) Section 6.03(h) and (ii) Section 6.03(y);
(dd) Liens on cash collateral securing surety and appeal bonds in an aggregate amount for all
such cash collateral not exceeding $150,000,000; and
(ee) other Liens so long as the obligations secured thereby do not exceed $25,000,000 at any
time.
SECTION 6.02.
Merger, etc. Merge into or consolidate with any other Person, or permit
any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise
dispose of (in one transaction or in a series of transactions) all or substantially all of its
assets, or all or substantially all of the stock of any of its Subsidiaries (in each case, whether
now owned or hereafter acquired), or liquidate or dissolve, except (a) that any Subsidiary (so long
as such Subsidiary is not the Borrower) may merge into the Borrower or any other Guarantor in a
transaction in which the Borrower or any Guarantor is the surviving corporation,
provided
that (i) immediately after giving effect thereto no Event of Default or event with which upon
notice or the passage of time or both would constitute an Event of Default shall have occurred and
be continuing and (ii) any such merger involving a Person whose Equity Interests are not 100% owned
by the Borrower directly or indirectly immediately prior to such merger shall not be permitted
unless also permitted by Section 6.10; (b) that any Subsidiary (so long as such Subsidiary is not
the Borrower) may liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not materially
disadvantageous to the Lenders,
provided that an Event of Default does not result from such
liquidation or dissolution, (c) any Person (other than the Borrower) may merge into the Borrower or
any Guarantor pursuant to a Permitted Acquisition in which the Borrower or
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such Guarantor is the surviving corporation, (d) asset sales permitted hereunder and (e) any
Permitted Change of Control Transaction.
SECTION 6.03.
Indebtedness. Contract, create, incur, assume or suffer to exist any
Indebtedness, except for:
(a) Indebtedness under the Loan Documents;
(b) Indebtedness incurred pursuant to the Second Lien Credit Agreement or any refinancing
thereof in accordance with the Intercreditor Agreement; provided that the principal amount
of Indebtedness incurred in connection with any such refinancing shall not exceed the principal
amount of the Indebtedness so refinanced;
(c) Indebtedness incurred prior to the Closing Date or with respect to which an option exists
(including existing Capitalized Leases) as set forth on Schedule 6.03;
(d) intercompany Indebtedness between the Borrower and the Guarantors, which Indebtedness
shall be pledged to the Collateral Agent pursuant to the First Lien Pledge Agreement, to the extent
required pursuant to the terms thereof;
(e) Indebtedness of the Borrower or any Guarantor owed to one or more Persons in connection
with the financing of certain insurance premiums;
(f) Indebtedness owed to any Lender (or any of its banking Affiliates) or any other Person in
respect of fuel xxxxxx and other derivatives contracts, in each case to the extent that such
agreement or contract is entered into for bona fide hedging purposes and, in the case of such other
derivatives contracts, in the ordinary course of business;
(g) Indebtedness owed to any Lender or any of its banking Affiliates or any other Person in
respect of (i) foreign exchange contracts, currency swap agreements, currency future or option
contracts and other similar agreements designed to hedge against fluctuations in foreign exchange
rates and currency values and (ii) interest rate swap, cap or collar agreements, interest rate
future or option contracts and other similar agreements designed to hedge against fluctuations in
interest rates, in each case to the extent that such agreement or contract is entered into in the
ordinary course of business for bona fide hedging purposes;
(h) Indebtedness owed to any Lender or any of its banking Affiliates or any other Person in
respect of any overdrafts and related liabilities arising from treasury, depository and cash
management services or in connection with any automated clearing house transfers of funds;
(i) Indebtedness of any of the Borrower and the Guarantors consisting of take-or-pay
obligations contained in supply agreements entered into in the ordinary course of business and
consistent with past practices of the Borrower and the Guarantors;
(j) Indebtedness of any of the Borrower and the Guarantors arising in the ordinary course of
business of the relevant party and owing to Citibank, N.A., its banking Affiliates and other
financial institutions providing netting services permitted to be incurred and outstanding
99
pursuant to this Agreement so long as such Indebtedness does not remain outstanding for more
than three (3) Business Days from the date of its incurrence;
(k) Indebtedness of any of the Borrower and the Guarantors to credit card processors in
connection with credit card processing services incurred in the ordinary course of business of the
Borrower and the Guarantors;
(l) (i) Indebtedness incurred to finance the acquisition of aircraft, engines, spare parts or
other operating assets; provided that no such Indebtedness may be incurred more than twelve (12)
months after such acquisition if, after giving effect to such Indebtedness, an Event of Default
shall have occurred and be continuing under Section 6.06; and (ii) other Indebtedness secured by
aircraft, engines, spare parts or other operating assets that are not subject to Liens described in
Section 6.01(c) (including without limitation as a result of any release of such Liens pursuant to
Section 6.06(d));
(m) Indebtedness of the Borrower and the Guarantor in an aggregate amount not to exceed
$1,000,000,000, provided that such Indebtedness shall have a final maturity six months
after the Maturity Date and shall be on terms reasonably satisfactory to the Administrative Agent;
(n) Indebtedness consisting of promissory notes issued to current or former directors,
consultants, managers, officers and employees or their spouses or estates to purchase or redeem
capital stock of the Borrower issued to such director, consultant, manager, officer or employee in
an aggregate amount not to exceed $1,000,000 annually;
(o) Indebtedness to the extent permitted by an Investment permitted by Section 6.09(j);
(p) Indebtedness of a person or acquired assets that is the subject of a Permitted Acquisition
which Indebtedness was in existence at the time of such Permitted Acquisition and not incurred in
contemplation thereof;
(q) intercompany Indebtedness owed by the Borrower and any Guarantor to another Subsidiary,
which is not a Guarantor, in an amount not to exceed $50,000,000 in the aggregate at any one time
outstanding;
(r) any Indebtedness extending, renewing, replacing or refinancing (collectively,
“Refinancing”) all or any portion of any Indebtedness permitted under paragraph (c), (l),
(m), (p), (x), (y) or (z), provided that (1) any such Refinancing of Indebtedness permitted
under clause (m) which is subordinated to the Obligations shall remain subordinated on
substantially the same basis, and (2) the weighted average life to maturity of such Indebtedness,
in the case of clause (m), shall not be shortened, provided further that any such
Refinancing of Indebtedness permitted under clause (c) or (l)(i) may exceed the amount being
Refinanced so long as the Lien securing such Refinancing does not extend to any property or asset
of the Borrower or any Guarantor which was not subject to the Lien securing the Indebtedness being
Refinanced;
(s) other unsecured Indebtedness incurred subsequent to the Closing Date;
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(t) Indebtedness in respect of Redeemable Stock;
(u) Indebtedness in respect of deferred rent;
(v) Indebtedness in respect of deferred taxes;
(w) Indebtedness permitted to be secured pursuant to Section 6.01(p);
(x) Indebtedness under the ALPA Notes and the CVG Notes;
(y) Indebtedness secured by purchase money security interests and Capitalized Leases
(including in the form of sale-leaseback, synthetic lease or similar transactions) to the extent
such Indebtedness was incurred in connection with ARB Indebtedness; provided, that the
amount of such Indebtedness does not exceed 100% of the purchase price or construction cost
(including any capitalized interest and issuance fees and expenses) of the subject asset;
(z) Indebtedness relating to any Restructuring Aircraft created by or pursuant to any
Post-Petition Aircraft Agreement;
(aa) Indebtedness consisting of indemnification obligations owed by Comair to Bombardier
Inc., a Canadian national corporation, relating to certain CRJ leases, in an amount not to exceed
$9,000,000 in the aggregate;
(bb) in the event that the transactions underlying the Jet Fuel Inventory Supply Agreement
are re-characterized as Indebtedness owed by the Borrower, such Indebtedness;
(cc) reimbursement obligations in respect of standby or documentary letters of credit or
bankers acceptances that are secured by Liens permitted pursuant to Section 6.01(p);
(dd) surety and appeal bonds secured by Liens permitted pursuant to Section 6.01(dd); and
(ee) Indebtedness not to exceed $25,000,000 at any one time outstanding for Indebtedness of
the Borrower or any Guarantor incurred subsequent to the Closing Date that will be secured
Indebtedness.
SECTION 6.04.
Fixed Charge Coverage. Permit the Fixed Charge Coverage Ratio as of the
last day of each fiscal quarter ending in the months below to be less than the corresponding ratio
opposite such month:
|
|
|
Fiscal quarter ending |
|
Ratio |
June 2007
|
|
1.00:1.00 |
September 2007
|
|
1.00:1.00 |
December 2007
|
|
1.00:1.00 |
March 2008 and thereafter for each fiscal quarter ending through the Maturity Date
|
|
1.20:1.00 |
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SECTION 6.05.
Unrestricted Cash Reserve. Permit the aggregate amount of Unrestricted
Cash to be less than $750,000,000 at any time after the 30
th day following the Closing
Date.
SECTION 6.06.
Coverage Ratio. (a) Permit at any time the ratio (the “
First Lien
Collateral Coverage Ratio”) of (i) the Appraised Value of the Eligible Collateral to (ii) the
sum of (x) the aggregate outstanding principal amount of the Loans
plus (y) the LC Exposure
(other than LC Exposure which has been Cash Collateralized in accordance with Section 2.12(b)
plus (z) the Swap Termination Value of all Designated Hedging Agreements to the extent
secured as permitted by Section 6.01(f) (such sum, the “
First Lien Obligations”) to be less
than 175%,
provided, that if, (A) upon (1) delivery of an Appraisal Report or a Field Audit
(as applicable) pursuant to Section 5.09 or (2) the establishment of reserves pursuant to clause
(B) of the definition of “Appraised Value” contained herein and (B) solely with respect to
determining compliance with this Section as a result thereof, it is determined that the Borrower
shall not be in compliance with this Section 6.06(a), the Borrower shall, within forty-five (45)
days of the date of such Appraisal Report, Field Audit or establishment of reserves (as
applicable), (I) designate Cure Collateral as additional Eligible Collateral in accordance with
clause (d) of the definition of Eligible Collateral in Section 1.01 or (II) prepay the Loans, in
each case in an amount sufficient to enable the Borrower to comply with this Section 6.06(a);
provided further that the preceding proviso shall be disregarded for purposes of
Section 4.02(c).
(b) Permit at any time the ratio (the “Total Collateral Coverage Ratio”) of (i) the
Appraised Value of the Eligible Collateral to (ii) the sum of the aggregate outstanding principal
amount of the First Lien Obligations plus the outstanding principal amount of the Second
Lien Term Loans (such sum the “Total Obligations”) to be less than 125%, provided,
that if, (A) upon (1) delivery of an Appraisal Report or a Field Audit (as applicable) pursuant to
Section 5.09 hereof or (2) the establishment of reserves pursuant to clause (B) of the definition
of “Appraised Value” contained herein and (B) solely with respect to determining compliance with
this Section as a result thereof, it is determined that the Borrower shall not be in compliance
with this Section 6.06(b), the Borrower shall, within forty-five (45) days of the date of such
Appraisal Report, Field Audit or establishment of reserves (as applicable), (I) designate Cure
Collateral as additional Eligible Collateral in accordance with clause (d) of the definition of
Eligible Collateral in Section 1.01 or (II) prepay the Loans, in each case in an amount sufficient
to enable the Borrower to comply with this Section 6.06(b); provided further that
the preceding proviso shall be disregarded for purposes of Section 4.02(c).
(c) Notwithstanding anything to the contrary contained herein, if the Borrower shall fail at
any time to be in compliance with this Section 6.06 solely as a result of an Event of Loss (as
defined in the First Lien Aircraft Mortgage) or other Recovery Event, in each case, covered by
insurance (pursuant to which the Collateral Agent is named as loss payee and with respect to which
payments are to be delivered directly to the Collateral Agent) for which the insurer thereof has
been notified of the relevant claim and has not challenged such coverage, any calculation made
pursuant to this Section 6.06 shall deem the Borrower to have received Net Cash Proceeds (and to
have taken all steps necessary to designate, and to have designated, such Net Cash Proceeds as Cure
Collateral) in an amount equal to the expected coverage amount (as determined by the Borrower in
good faith and updated from time to time to reflect any
102
agreements reached with the applicable insurer and net of any amounts required to be paid out
of such proceeds and secured by a Lien permitted pursuant to Section 6.01(l)) until the earlier of
(i) the date any such Net Cash Proceeds are actually received by the Collateral Agent, (ii) the
date that is 270 days after such Event of Loss or Recovery Event and (iii) the date on which any
such insurer denies such claim; provided that, prior to giving effect to this clause (c),
the Appraised Value of the Eligible Collateral shall be no less than (x) 150% of the First Lien
Obligations or (y) 100% of the Total Obligations. It is understood and agreed that if the
Collateral Agent should receive any Net Cash Proceeds directly from the insurer in respect of an
Event of Loss or a Recovery Event and at the time of such receipt, (A) no Event of Default shall
have occurred and be continuing and the Borrower is in compliance with Section 6.06(a) and (b)
(without giving effect to the receipt of such Net Cash Proceeds), the Collateral Agent shall
promptly cause such proceeds to be paid to the Borrower or the applicable Guarantor and (B) an
Event of Default shall have occurred and be continuing or the Borrower fails to be in compliance
with Section 6.06(a) or (b) (without giving effect to the receipt of such Net Cash Proceeds), the
Collateral Agent shall promptly cause such proceeds to be deposited into the account of the
Borrower or the applicable Guarantor maintained for such purpose with the Administrative Agent that
is subject to a Full Control Agreement and such proceeds shall be applied or released from such
account in accordance with Section 2.12(a).
(d) At the Borrower’s request, (i) the Lien on an operating asset constituting Collateral in
connection with any financing permitted pursuant to (x) Section 6.03(l) secured by such operating
asset or (y) Section 6.03(y) or (ii) the Lien on an asset constituting Eligible Collateral will be
promptly released, provided, in each case, that the following conditions are satisfied or
waived: (A) no Event of Default or event which upon notice or lapse of time or both would
constitute an Event of Default shall have occurred and be continuing, (B) either (x) after giving
effect to such release, the remaining Eligible Collateral shall continue to satisfy this Section
6.06, (y) the Borrower shall prepay the Loans in an amount required to comply with this Section
6.06, or (z) the Borrower shall deliver to the Collateral Agent Cure Collateral in an amount
required to comply with this Section 6.06, and (C) the Borrower shall deliver an Officer’s
Certificate demonstrating compliance with this Section 6.06 following such release. In connection
herewith, the Collateral Agent agrees to promptly provide any documents or releases reasonably
requested by the Borrower to evidence such release.
SECTION 6.07.
Dividends; Capital Stock. Declare or pay, directly or indirectly, or
otherwise make any Restricted Payment or set apart any sum for the aforesaid purposes, except (a)
dividends or other distributions or transfers to the Borrower or another Guarantor; (b) dividends
by any Guarantor to any other holder of its equity on a pro rata basis; (c) dividends in the form
of capital stock or increases in the aggregate liquidation value of any preferred stock; (d)
repurchases of Equity Interests deemed to occur upon (i) the exercise of stock options if the
Equity Interests represent a portion of the exercise price thereof or (ii) the withholding of a
portion of Equity Interests issued to (A) employees under the Plan of Reorganization and (B)
employees and other participants under an equity compensation program of the Borrower or its
Subsidiaries, in each case to cover withholding tax obligations of such persons in respect of such
issuance; (e) dividends or repurchases of Equity Interests with the proceeds from the issuance of
additional Equity Interests or subordinated Indebtedness permitted hereunder,
provided that
no Event of Default shall have occurred and be continuing at the time of payment of such dividend;
(f) to the extent not otherwise permitted under clauses (c) or (e) of
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this Section, dividends or other distributions or transfers pursuant to stock option plans,
other benefit plans or other arrangements for management or employees of the Borrower and its
Subsidiaries in a maximum aggregate amount not to exceed $2,000,000; and (g) other Restricted
Payments in an aggregate amount not to exceed $1,000,000 annually.
SECTION 6.08.
Transactions with Affiliates. Sell or transfer any property or assets
to, or otherwise engage in any other material transactions with, any of its Affiliates (other than
the Borrower and its Subsidiaries), other than (a) on overall terms and conditions not less
favorable to the Borrower or such Guarantor than could be obtained on an arm’s-length basis from
unrelated third parties; (b) transactions contemplated by the Plan of Reorganization; (c) fees and
compensation paid to, and indemnities provided on behalf of, officers, directors or employees of
the Borrower or any Guarantor as reasonably determined by the board of directors or senior
management, as the case may be, of the Borrower or any Guarantor; (d) any dividends, other
distributions or payments permitted by Section 6.07; (e) the existence of, and the performance by a
Guarantor or the Borrower of its obligations under the terms of, any limited liability company,
limited partnership or other organization document or securityholders agreement (including any
registration rights agreement or purchase agreement related thereto) to which it is a party on the
Closing Date and set forth on Schedule 6.08, and similar agreements that it may enter into
thereafter; (f) the provision of any legal, accounting or administrative services to the Borrower
or any of its Subsidiaries in the ordinary course of business in accordance with past practices;
and (g) transactions with Affiliates set forth on Schedule 6.08.
(a) ownership by the Borrower and the Guarantors of the capital stock of each of the
Subsidiaries subject in each case to Section 6.02;
(b) Permitted Investments;
(c) advances and loans among the Borrower and the Guarantors;
(d) Investments in the Escrow Accounts and other trust accounts;
(e) Investments existing on the date hereof and described on Schedule 6.09 hereto;
(f) Investments in connection with (i) foreign exchange contracts, currency swap agreements,
currency future or option contracts and other similar agreements designed to hedge against
fluctuations in foreign interest rates and currency values, (ii) interest rate swap, cap or collar
agreements and interest rate future or option contracts and other similar agreements designed to
hedge against fluctuations in interest rates, and (iii) fuel xxxxxx and other derivatives
contracts, in each case to the extent that such agreement or contract is entered into for bona fide
hedging purposes and (other than in the case of fuel xxxxxx) in the ordinary course of business;
(g) Investments received (x) in settlement of amounts due to any of the Borrower and the
Guarantors effected in the ordinary course of business (including as a result of
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dispositions permitted by this Agreement) or (y) in connection with the bankruptcy or the
reorganization of any customers or suppliers;
(h) Investments in an amount not to exceed $150,000,000 in the aggregate at any one time
outstanding in connection with (1) Investments in travel or airline related businesses made in
connection with marketing and promotion agreements, alliance agreements, distribution agreements,
agreements with respect to fuel consortiums, agreements relating to flight training, agreements
relating to insurance arrangements, agreements relating to parts management systems and other
similar agreements, (2) additional Investments in joint ventures listed on Schedule 6.09 or
Investments in new joint ventures made after the Closing Date, and (3) Investments by the Borrower
and the Guarantors not otherwise permitted under this Agreement;
(i) advances to officers, directors and employees of the Borrower and the Guarantors in an
aggregate not to exceed (i) $250,000 at any time outstanding to any individual officer, director or
employee or (ii) $5,000,000 in the aggregate at any time outstanding for all such advances;
(j) Investments held or invested in by any of the Borrower and the Guarantors in the form of
foreign cash equivalents in the ordinary course of business;
(k) advances to officers, directors and employees of the Borrower and the Guarantors in
connection with relocation expenses or signing bonuses for newly hired officers, directors or
employees of the Borrower and the Guarantors;
(l) Investments in the form of lease, utility and other similar deposits or any other deposits
permitted hereunder in the ordinary course of business;
(m) pledges and deposits by the Borrower and the Guarantors permitted under Sections 6.01 or
6.03;
(n) (i) Investments and guarantees by the Borrower and the Guarantors permitted under Sections
6.01 or 6.03, (ii) Guarantees in the ordinary course of business of obligations that do not
constitute Indebtedness of (A) the Borrower or any of its Subsidiaries or (B) any regional air
carrier that is a member of the Delta Connection program owed to airport operators in connection
with its activities under the Delta Connection program and (iii) advances to airport operators of
landing fees and other customary airport charges on behalf of carriers for which the Borrower or
any of its Subsidiaries provides ground handling services;
(o) loans or Investments by the Borrower or any Guarantor that could otherwise be made as a
distribution permitted under Section 6.07; provided that for purposes of Section 6.07 such
loan or Investment shall be treated as a distribution thereunder;
(p) Investments held by the Borrower or any Guarantor to the extent such Investments reflect
an increase in the value of Investments;
(q) Investments by the Borrower and the Guarantors creating new Subsidiaries so long as they
comply with Section 5.14 hereof;
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(r) Investments in Subsidiaries which are not Guarantors in an aggregate amount not to exceed
$25,000,000 in the aggregate at any one time outstanding;
(s) Investments in Aero Assurance, Ltd. or New Sky, Ltd., to the extent reasonably necessary
to support the working capital insurance obligations of the Borrower and the Guarantors;
(t) any Permitted Acquisition by the Borrower or any Guarantor so long as (1) on a pro forma
basis after giving effect to such Permitted Acquisition, the Borrower and the Guarantors shall be
in compliance with Sections 6.04, 6.05 and 6.06 and (2) in the event the purchase price for such
Permitted Acquisition exceeds $750,000,000, the sum of (A) the unrestricted cash of the Borrower
and its Subsidiaries and (B) the Unused Total Revolving Commitment, in each case, as determined
immediately prior to such acquisition, shall be no less than $1,500,000,000;
(u) any Investments acquired in connection with Permitted Acquisitions;
(v) capitalization or forgiveness of any Indebtedness owed to the Borrower by any Guarantor or
owed to any Guarantor by the Borrower or any other Guarantor;
(w) cancellation, forgiveness, set-off, or acceptance of prepayments by the Borrower or any
Guarantor with respect to debt, other obligations and/or equity securities in the ordinary course
of business and to the extent not otherwise prohibited by the terms of this Agreement;
(x) Investments consisting of the acquisition of equity interests pursuant to Sections 6.07(d)
and 6.07(e);
(y) the Borrower and the Guarantors may hold Investments comprised of notes payable, or stock
or other securities issued by Account Debtors to the Borrower or such Guarantor, as the case may
be, pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts
in the ordinary course of business, consistent with past practices;
(z) the Borrower and the Guarantors may make Investments with the funds held in the Excluded
Accounts;
(aa) the Borrower may make any Investment in any Guarantor, any Guarantor may make any
Investment in the Borrower and any Guarantor may make any Investment in any other Guarantor;
(bb) the Borrower may make Investments in the form of advances under a revolving loan facility
in an aggregate principal amount not to exceed $25,000,000 outstanding at any time, to the
Borrower’s Plans or any similar benefit plans of the Borrower (together, the “Benefits
Plans”) for the payment of ordinary operating expenses of the Benefits Plans (including the
payment of benefits in accordance with the terms of the Benefits Plans and periodic premiums under
insurance or annuity contracts) or for the purposes incidental to the ordinary operation of the
Benefits Plans;
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(cc) Investments resulting from any sale or other Disposition of assets otherwise permitted by
Section 6.10; and
(dd) the Borrower and the Guarantors may make other Investments in an aggregate amount
outstanding at any one time not to exceed $25,000,000 for all Investments made pursuant to this
clause (cc).
The amount of any investment or loan shall be the initial amount of such investment less all
returns of principal, capital, dividends and other cash returns thereof and less all liabilities
expressly assumed by another person in connection with the sale of such investment.
SECTION 6.10.
Disposition of Assets. Sell or otherwise Dispose of any Collateral
(including, without limitation, the capital stock of any Subsidiary, but excluding any Permitted
Disposition), except that such sale or other Disposition of Collateral shall be permitted provided
that upon consummation of any such sale or other Disposition (i) no Event of Default shall have
occurred and be continuing and (ii) the Borrower is in compliance, after giving effect to the grace
periods referred to in Section 6.06 and after giving effect to such sale or other Disposition
(including any deposit of any Net Cash Proceeds received upon consummation thereof in an account
subject to a Full Control Agreement), with Section 6.06 hereof;
provided that nothing
contained in this Section 6.10 is intended to excuse performance by the Borrower or any Guarantor
of any requirement of any Collateral Document that would be applicable to a Disposition permitted
hereunder.
SECTION 6.11.
Nature of Business. Enter into any business that is materially
different from those conducted by the Borrower and the Guarantors on the Closing Date, except for
any business ancillary to the businesses conducted by the Borrower and the Guarantors on the
Closing Date.
SECTION 6.12.
Fiscal Year. Change the last day of its fiscal year from December 31.
SECTION 7.
SECTION 7.01. Events of Default. In the case of the happening of any of the following
events and the continuance thereof beyond the applicable grace period if any (each, an “Event
of Default”):
(a) any representation or warranty made by the Borrower or any Guarantor in this Agreement, in
any other Loan Document or in any written document required to be delivered in connection herewith
or therewith, shall prove to have been false or materially misleading when made or delivered; or
(b) default shall be made in the payment of any (i) Fees or interest on the Loans and such
default shall continue unremedied for more than five (5) Business Days, (ii) other amounts payable
hereunder when due (other than amounts set forth in clauses (i) and (iii) hereof), and such default
shall continue unremedied for more than ten (10) Business Days, or
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(iii) principal of the Loans or reimbursement obligations or cash collateralization in respect
of Letters of Credit, when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise; or
(c) default shall be made by the Borrower or any Guarantor in the due observance or
performance of any covenant, condition or agreement contained in Section 6 hereof (subject to the
Borrower’s right to cure non-compliance with the covenants contained in Section 6.06(a) and 6.06(b)
as described therein); or
(d) default shall be made by the Borrower or any Guarantor in the due observance or
performance of any other covenant, condition or agreement to be observed or performed pursuant to
the terms of this Agreement or any of the other Loan Documents and such default shall continue
unremedied for more than thirty (30) days from the earlier of (i) a Responsible Officer having
knowledge of such default and (ii) written notice by the Administrative Agent of such default; or
(e) other than with respect to (x) any Qualified Restructuring Indebtedness and (y) any
Specified Jet Fuel Action, the Borrower or any Guarantor or any of their respective Subsidiaries
shall fail to make any payment of principal, interest or premium in respect of any Material
Indebtedness, when and as the same shall become due and payable (after giving effect to any
applicable grace periods or waivers or amendments); or
(f) other than with respect to (x) any Qualified Restructuring Indebtedness, (y) any Specified
Jet Fuel Action and (z) the Regional Airports Improvement Corporation Facilities Sublease Refunding
Revenue Bonds, Issue of 1996, Delta Air Lines, Inc. (Los Angeles International Airport), any event
or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled
maturity or that enables or permits (after giving effect to any grace periods) the holder or
holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any
Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity, provided that the foregoing shall not
apply to Indebtedness that becomes due as a result of (i) the sale, transfer or other disposition
(including as a result of a casualty or condemnation event) of any property or assets pursuant to
the terms of such Indebtedness to the extent that (A) such sale, transfer or other disposition does
not give rise to a default thereunder and (B) the payment of such Indebtedness is made in
accordance with the terms of such Indebtedness with the proceeds of such sale, transfer or other
disposition or (ii) in the case of any ARB Indebtedness, a change in law causing a determination of
taxability-related call in respect of such ARB Indebtedness; or
(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Guarantor
or its debts, or of a substantial part of its assets, under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for
the Borrower or any Guarantor for a substantial part of its assets, and, in any such case, such
proceeding or petition shall continue undismissed for sixty (60) days or an order or decree
approving or ordering any of the foregoing shall be entered; or
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(h) the Borrower or any Guarantor shall (i) voluntarily commence any proceeding or file any
petition seeking liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (h) of this Article, (iii) apply for or consent to the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any
Guarantor or for a substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a general assignment
for the benefit of creditors or (vi) take any action for the purpose of effecting any of the
foregoing; or
(i) the Borrower or any Guarantor admits in writing its inability to pay its debts; or
(j) a Change of Control shall occur; or
(k) any material provision of any Loan Document shall, for any reason, cease to be valid and
binding on the Borrower or any of the Guarantors, or the Borrower or any of the Guarantors shall so
assert in any pleading filed in any court or any material portion of any Lien on the Collateral (as
reasonably determined by the Administrative Agent, the Collateral Agent and the Borrower) intended
to be created by the Loan Documents shall cease to be or shall not be a valid and perfected Lien
having the priorities contemplated hereby or thereby; or
(l) any final judgment in excess of $50,000,000 (exclusive of any Qualified Judgment, any
Specified Jet Fuel Action and any judgment or order the amounts of which are fully covered by
insurance less any applicable deductible and as to which the insurer has been notified of such
judgment and has not denied coverage) shall be rendered against the Borrower or any of the
Guarantors and the enforcement thereof shall not have been stayed, vacated, satisfied, discharged
or bonded pending appeal within sixty (60) consecutive days; or
(m) any Termination Event that could reasonably be expected to result in a Material Adverse
Effect shall have occurred; or
(n) (i) the Borrower or any ERISA Affiliate thereof shall have been notified by the sponsor or
trustee of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer
Plan, (ii) the Borrower or such ERISA Affiliate does not have reasonable grounds, in the opinion of
the Administrative Agent, to contest such Withdrawal Liability and is not in fact contesting such
Withdrawal Liability in a timely and appropriate manner, and (iii) the amount of such Withdrawal
Liability specified in such notice, when aggregated with all other amounts required to be paid to
Multiemployer Plans in connection with Withdrawal Liabilities (determined as of the date of such
notification), exceeds an amount that could reasonably be expected to result in a Material Adverse
Effect; or
(o) the Borrower or any ERISA Affiliate thereof shall have been notified by the sponsor of a
Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within
the meaning of Title IV of ERISA, if as a result of such reorganization or termination the
aggregate annual contributions of the Borrower and its ERISA Affiliates to all
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Multiemployer Plans that are then in reorganization or being terminated have been or will be
increased over the amounts contributed to such Multiemployer Plans for the plan years that include
the date hereof by an amount that could reasonably be expected to result in a Material Adverse
Effect; or
(p) it shall be determined that the Borrower or any Guarantor is liable for the payment of
claims arising out of any failure to comply (or to have complied) with applicable Environmental
Laws or regulations or requirements of Airport Authorities (with respect to environmental matters)
the payment of which will have a Material Adverse Effect, and the enforcement thereof shall not
have been stayed, vacated or discharged within 30 days; or
(q) all or substantially all of the Borrower’s flights and operations are suspended for more
than two (2) consecutive days (other than as a result of an FAA suspension due to force majeure or
any other extraordinary event similarly affecting major United States air carriers having both
substantial domestic and international operations);
then, and in every such event and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders, the Administrative Agent
shall, by written notice to the Borrower, take one or more of the following actions, at the same or
different times: (i) terminate forthwith the Commitments (which, in the case of the Credit-Linked
Deposit, means that the obligation to issue Credit-Linked Deposit Letters of Credit or make
Credit-Linked Deposit Loans shall terminate and the Credit-Linked Deposits shall be returned to the
Credit-Linked Deposit Lenders in accordance with the terms of this Agreement); (ii) declare the
Loans or any portion thereof then outstanding to be forthwith due and payable, whereupon the
principal of the Loans together with accrued interest thereon and any unpaid accrued Fees and all
other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become
forthwith due and payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived by the Borrower and the Guarantors, anything contained
herein or in any other Loan Document to the contrary notwithstanding; (iii) require the Borrower
and the Guarantors promptly upon written demand to deposit in the Letter of Credit Account Cash
Collateralization for the LC Exposure (and to the extent the Borrower and the Guarantors shall fail
to furnish such funds as demanded by the Administrative Agent, the Administrative Agent shall be
authorized to debit the accounts of the Borrower and the Guarantors maintained with the
Administrative Agent in such amounts); (iv) set-off amounts in the Letter of Credit Account or any
other accounts (other than Escrow Accounts, Payroll Accounts or other accounts held in trust for an
identified beneficiary) maintained with the Administrative Agent or the Collateral Agent (or any of
their respective affiliates) and apply such amounts to the obligations of the Borrower and the
Guarantors hereunder and in the other Loan Documents; and (v) exercise any and all remedies under
the Loan Documents and under applicable law available to the Administrative Agent, the Collateral
Agent and the Lenders. In case of any event with respect to the Borrower described in clause (g)
or (h) of this Section, the actions and events described in (i), (ii) and (iii) above shall be
required or taken automatically, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower. Any payment received as a result of the exercise
of remedies hereunder shall be applied in accordance with Section 2.17(b).
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SECTION 8.
SECTION 8.01. Administration by Agents. (a) Each of the Lenders and each Issuing
Lender hereby irrevocably appoints the Administrative Agent and the Collateral Agent as its agents
and authorizes the Administrative Agent and the Collateral Agent to take such actions on its behalf
and to exercise such powers as are delegated to the Administrative Agent and the Collateral Agent
by the terms hereof, together with such actions and powers as are reasonably incidental thereto.
(b) Each of the Lenders and each Issuing Lender hereby authorizes the Administrative Agent and
the Collateral Agent, as applicable, and in their sole discretion:
(i) in connection with the sale or other disposition of any asset that is part of the
Collateral of the Borrower or any Guarantor, as the case may be, to the extent permitted by
the terms of this Agreement, to release a Lien granted to the Collateral Agent, for the
benefit of the First Priority Secured Parties, on such asset;
(ii) to determine that the cost to the Borrower or any Guarantor, as the case may be,
is disproportionate to the benefit to be realized by the First Priority Secured Parties by
perfecting a Lien in a given asset or group of assets included in the Collateral and that
the Borrower or such Guarantor, as the case may be, should not be required to perfect such
Lien in favor of the Collateral Agent, for the benefit of the First Priority Secured
Parties;
(iii) to enter into and perform its obligations under the other Loan Documents; and
(iv) to enter into intercreditor and/or subordination agreements in accordance with
Section 6.01(n) on terms acceptable to the Administrative Agent.
SECTION 8.02. Rights of Administrative Agent and Collateral Agent. Any institution
serving as the Administrative Agent and the Collateral Agent hereunder shall have the same rights
and powers in their respective capacities as Lenders as any other Lender and may exercise the same
as though it were not an Administrative Agent or Collateral Agent, and such bank and its respective
Affiliates may accept deposits from, lend money to and generally engage in any kind of business
with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Administrative
Agent or Collateral Agent hereunder.
SECTION 8.03. Liability of Agents.
(a) The Administrative Agent and the Collateral Agent shall not have any duties or obligations
except those expressly set forth herein. Without limiting the generality of the foregoing, (i) the
Administrative Agent and the Collateral Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether an Event of Default has occurred and is continuing, (ii) the
Administrative Agent and the Collateral Agent shall not have any duty to take any discretionary
action or exercise any discretionary powers, except discretionary rights and
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powers expressly contemplated hereby that each such agent is required to exercise in writing
as directed by the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 10.08), and (iii) except as expressly set
forth herein, the Administrative Agent and the Collateral Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information relating to the
Borrower or any of its Subsidiaries that is communicated to or obtained by the institution serving
as an Administrative Agent or Collateral Agent or any of its Affiliates in any capacity. Neither
the Administrative Agent nor the Collateral Agent shall be liable for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section
10.08) or in the absence of its own gross negligence, bad faith or willful misconduct. The
Administrative Agent and the Collateral Agent shall be deemed not to have knowledge of any Event of
Default unless and until written notice thereof is given to the Administrative Agent and the
Collateral Agent by the Borrower or a Lender, and the Administrative Agent and the Collateral Agent
shall not be responsible for, or have any duty to ascertain or inquire into, (A) any statement,
warranty or representation made in or in connection with this Agreement, (B) the contents of any
certificate, report or other document delivered hereunder or in connection herewith, (C) the
performance or observance of any of the covenants, agreements or other terms or conditions set
forth herein, (D) the validity, enforceability, effectiveness or genuineness of this Agreement or
any other agreement, instrument or document, or (E) the satisfaction of any condition set forth in
Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be
delivered to the Administrative Agent and the Collateral Agent.
(b) The Administrative Agent and the Collateral Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine and to have been
signed or sent by the proper Person. The Administrative Agent and the Collateral Agent also may
rely upon any statement made to it orally or by telephone and believed by it to be made by the
proper Person, and shall not incur any liability for relying thereon. The Administrative Agent and
the Collateral Agent may consult with legal counsel (who may be counsel for the Borrower),
independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
(c) Each of the Administrative Agent and the Collateral Agent may perform any and all of its
respective duties and exercise its respective rights and powers by or through any one or more
sub-agents appointed by such agent. The Administrative Agent and the Collateral Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers through its
Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of the Administrative Agent and the Collateral Agent and any
such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent and
Collateral Agent.
SECTION 8.04. Reimbursement and Indemnification. Each Lender agrees (a) to reimburse
on demand the Administrative Agent (and the Collateral Agent) for such Lender’s Aggregate Exposure
Percentage of any expenses and fees incurred for the benefit of the Lenders
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under this Agreement and any of the Loan Documents, including, without limitation, counsel
fees and compensation of agents and employees paid for services rendered on behalf of the Lenders,
and any other expense incurred in connection with the operations or enforcement thereof, not
reimbursed by the Borrower or the Guarantors and (b) to indemnify and hold harmless the
Administrative Agent and the Collateral Agent and any of their Related Parties, on demand, in the
amount equal to such Lender’s Aggregate Exposure Percentage, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses,
or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted
against it or any of them in any way relating to or arising out of this Agreement or any of the
Loan Documents or any action taken or omitted by it or any of them under this Agreement or any of
the Loan Documents to the extent not reimbursed by the Borrower or the Guarantors (except such as
shall result from their respective gross negligence or willful misconduct).
SECTION 8.05. Successor Agents. Subject to the appointment and acceptance of a
successor agent as provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Lender and the Borrower. Upon any such resignation by the
Administrative Agent, the Required Lenders shall have the right, with the consent (provided no
Event of Default or event which upon notice or lapse of time or both would constitute an Event of
Default has occurred or is continuing) of the Borrower, to appoint a successor. If no successor
shall have been so appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Administrative Agent gives notice of its resignation, then the
retiring Administrative Agent may, in consultation with the Borrower, on behalf of the Lenders and
the Issuing Lender, appoint a successor Administrative Agent which shall be a bank institution with
an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and
become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between the Borrower and such
successor. After the retiring Administrative Agent’s resignation hereunder, the provisions of this
Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or
omitted to be taken by any of them while it was acting as an Administrative Agent.
SECTION 8.06. Independent Lenders. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or the Collateral Agent or any
other Lender and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Administrative Agent or any other Lender and
based on such documents and information as it shall from time to time deem appropriate, continue to
make its own decisions in taking or not taking action under or based upon this Agreement, any
related agreement or any document furnished hereunder or thereunder.
SECTION 8.07. Advances and Payments.
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(a) On the date of each Loan, the Administrative Agent shall be authorized (but not obligated)
to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in
accordance with its Revolving Commitment hereunder. Should the Administrative Agent do so, each of
the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds
for the amount so advanced on its behalf by the Administrative Agent, together with interest at the
Federal Funds Effective Rate if not so reimbursed on the date due from and including such date but
not including the date of reimbursement.
(b) Any amounts received by the Administrative Agent in connection with this Agreement (other
than amounts to which the Administrative Agent is entitled pursuant to Sections 2.18, 8.04 and
10.04), the application of which is not otherwise provided for in this Agreement, shall be applied
in accordance with Section 2.17(b). All amounts to be paid to a Lender by the Administrative Agent
shall be credited to that Lender, after collection by the Administrative Agent, in immediately
available funds either by wire transfer or deposit in that Lender’s correspondent account with the
Administrative Agent, as such Lender and the Administrative Agent shall from time to time agree.
SECTION 8.08. Sharing of Setoffs. Each Lender agrees that if it shall, through the
exercise either by it or any of its banking Affiliates of a right of banker’s lien, setoff or
counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim
under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of,
such secured claim and received by such Lender (or any of its banking Affiliates) under any
applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of
its Loans or LC Exposure as a result of which the unpaid portion of its Loans or LC Exposure is
proportionately less than the unpaid portion of the Loans or LC Exposure of any other Lender (a) it
shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other
Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate
unpaid principal amount of each Lender’s Loans and LC Exposure and its participation in Loans and
LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal
amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC
Exposure prior to the obtaining of such payment was to the principal amount of all Loans
outstanding and LC Exposure prior to the obtaining of such payment and (b) such other adjustments
shall be made from time to time as shall be equitable to ensure that the Lenders share such payment
pro-rata, provided, that if any such non-pro-rata payment is thereafter
recovered or otherwise set aside, such purchase of participations shall be rescinded (without
interest). The Borrower expressly consents to the foregoing arrangements and agrees that any
Lender holding (or deemed to be holding) a participation in a Loan or LC Exposure acquired pursuant
to this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien,
setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as
fully as if such Lender was the original obligee thereon, in the amount of such participation.
SECTION 8.09. Other Agents. No Agent (other than the Administrative Agent and the
Collateral Agent) shall have any right, power, obligation, liability, responsibility or duty under
this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing,
no such Agent shall have or be deemed to have any fiduciary relationship with any
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Lender. Each Lender acknowledges that it has not relied, and will not rely, on any such Agent
in deciding to enter into this Agreement or in taking or not taking action hereunder. Each such
Agent shall be entitled to the benefit of the exculpation and indemnification provided in this
Section 8 to the same extent as the Administrative Agent and the Collateral Agent.
SECTION 9.
SECTION 9.01. Guaranty.
(a) Each of the Guarantors unconditionally and irrevocably guarantees the due and punctual
payment by the Borrower of the First Priority Obligations (including interest accruing on and after
the filing of any petition in bankruptcy or of reorganization of the obligor whether or not post
filing interest is allowed in such proceeding). Each of the Guarantors further agrees that, to the
extent permitted by applicable law, the First Priority Obligations may be extended or renewed, in
whole or in part, without notice to or further assent from it, and it will remain bound upon this
guaranty notwithstanding any extension or renewal of any of the First Priority Obligations. The
First Priority Obligations of the Guarantors shall be joint and several.
(b) To the extent permitted by applicable law, each of the Guarantors waives presentation to,
demand for payment from and protest to the Borrower or any other Guarantor, and also waives notice
of protest for nonpayment. The obligations of the Guarantors hereunder shall not, to the extent
permitted by applicable law, be affected by (i) the failure of the Administrative Agent or a Lender
to assert any claim or demand or to enforce any right or remedy against the Borrower or any other
Guarantor under the provisions of this Agreement or any other Loan Document or otherwise; (ii) any
extension or renewal of any provision hereof or thereof; (iii) any rescission, waiver, compromise,
acceleration, amendment or modification of any of the terms or provisions of any of the Loan
Documents; (iv) the release, exchange, waiver or foreclosure of any security held by the Collateral
Agent for the First Priority Obligations or any of them; (v) the failure of the Collateral Agent or
a Lender to exercise any right or remedy against any other Guarantor; or (vi) the release or
substitution of any Collateral or any other Guarantor.
(c) To the extent permitted by applicable law, each of the Guarantors further agrees that this
guaranty constitutes a guaranty of payment when due and not just of collection, and waives any
right to require that any resort be had by the Administrative Agent, the Collateral Agent or a
Lender to any security held for payment of the First Priority Obligations or to any balance of any
deposit, account or credit on the books of the Administrative Agent, the Collateral Agent or a
Lender in favor of the Borrower or any other Guarantor, or to any other Person.
(d) To the extent permitted by applicable law, each of the Guarantors hereby waives any
defense that it might have based on a failure to remain informed of the financial condition of the
Borrower and of any other Guarantor and any circumstances affecting the ability of the Borrower to
perform under this Agreement.
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(e) To the extent permitted by applicable law, each Guarantor’s guaranty shall not be affected
by the genuineness, validity, regularity or enforceability of the First Priority Obligations or any
other instrument evidencing any First Priority Obligations, or by the existence, validity,
enforceability, perfection, or extent of any collateral therefor or by any other circumstance
relating to the First Priority Obligations which might otherwise constitute a defense to this
guaranty (other than the occurrence of the First Priority Obligations Payment Date). None of the
Administrative Agent, the Collateral Agent, nor any of the Lenders makes any representation or
warranty in respect to any such circumstances or shall have any duty or responsibility whatsoever
to any Guarantor in respect of the management and maintenance of the First Priority Obligations.
(f) Upon the occurrence of the Obligations becoming due and payable (by acceleration or
otherwise), the Lenders shall be entitled to immediate payment of such Obligations by the
Guarantors upon written demand by the Administrative Agent.
SECTION 9.02. No Impairment of Guaranty. To the extent permitted by applicable law,
the obligations of the Guarantors hereunder shall not be subject to any reduction, limitation,
impairment or termination for any reason, including, without limitation, any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any defense (other than
the occurrence of the First Priority Obligations Payment Date) or set-off, counterclaim, recoupment
or termination whatsoever by reason of the invalidity, illegality or unenforceability of the First
Priority Obligations. To the extent permitted by applicable law, without limiting the generality
of the foregoing, the obligations of the Guarantors hereunder shall not be discharged or impaired
or otherwise affected by the failure of the Administrative Agent, the Collateral Agent or a Lender
to assert any claim or demand or to enforce any remedy under this Agreement or any other agreement,
by any waiver or modification of any provision hereof or thereof, by any default, failure or delay,
willful or otherwise, in the performance of the First Priority Obligations, or by any other act or
thing or omission or delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of the Guarantors or would otherwise operate as a discharge (other than the
occurrence of the First Priority Obligations Payment Date) of the Guarantors as a matter of law,
until the First Priority Obligations Payment Date shall have occurred.
SECTION 9.03. Continuation and Reinstatement, etc. Each Guarantor further agrees that
its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at
any time payment, or any part thereof, of any First Priority Obligation is rescinded or must
otherwise be restored by the Administrative Agent, the Issuing Lender, any Lender or any other
First Priority Secured Party upon the bankruptcy or reorganization of the Borrower or a Guarantor,
or otherwise.
SECTION 9.04. Subrogation. Upon payment by any Guarantor of any sums to the
Administrative Agent, the Collateral Agent or a Lender hereunder, all rights of such Guarantor
against the Borrower arising as a result thereof by way of right of subrogation or otherwise, shall
in all respects be subordinate and junior in right of payment to the prior payment in full of all
the First Priority Obligations (including interest accruing on and after the filing of any petition
in bankruptcy or of reorganization of an obligor whether or not post filing interest is allowed in
such proceeding). If any amount shall be paid to such Guarantor for the account of
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the Borrower relating to the First Priority Obligations, such amount shall be held in trust
for the benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the
Administrative Agent and the Lenders to be credited and applied to the First Priority Obligations,
whether matured or unmatured.
SECTION 10.
SECTION 10.01. Notices. (a) Except in the case of notices and other communications
expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and
other communications provided for herein or under any other Loan Document shall be in writing
(including by facsimile or electronic mail (other than to the Borrower, unless agreed) pursuant to
procedures approved by the Administrative Agent), and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as follows:
(i) if to the Borrower or any Guarantor, to it at Delta Air Lines, Inc., 0000 Xxxxx
Xxxxxxxxx, Xxxxxxx, XX 00000, Attention of: (x) Treasurer, Dept. 856, Telecopier No.:
(000) 000-0000, Telephone No.: (000) 000-0000 and (y) General Counsel, Dept. 971,
Telecopier No.: (000) 000-0000, Telephone No.: (000) 000-0000;
(ii) if to JPMCB as Administrative Agent, to it at JPMorgan Chase Bank, N.A., Loan and
Agency Services Group, 0000 Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000, Attention of: Xxxxxxx
X Xxx (Telecopy No.: 713-750-2358), with a copy to JPMorgan Chase Bank, N.A., 000 Xxxx
Xxxxxx, Xxx Xxxx 00000, Attention of: Xxxxxxx Xxxxxx (Telecopy No.: 212-270-5100);
(iii) if to the Issuing Lender, to it at the address most recently specified by it in
notice delivered by it to the Administrative Agent and the Borrower, with a copy to the
Administrative Agent as provided in clause (ii) above; and
(iv) if to any other Lender, to it at its address (or telecopy number) set forth in
Annex A hereto or, if subsequently delivered, an administrative questionnaire in a form as
the Administrative Agent may require.
(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent;
provided, that the foregoing shall not apply to notices pursuant to Section 2 unless
otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent
or the Borrower may, in its reasonable discretion, agree to accept notices and other communications
to it hereunder by electronic communications pursuant to procedures approved by it;
provided, that approval of such procedures may be limited to particular notices or
communications.
(c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto. All notices and other
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communications given to any party hereto in accordance with the provisions of this Agreement
shall be deemed to have been given on the date of receipt.
SECTION 10.02. Successors and Assigns. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby (including any Affiliate of the Issuing Lender that issues any Letter of
Credit), except that (i) the Borrower may not assign or otherwise transfer any of their rights or
obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance
with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit),
Participants (to the extent provided in paragraph (d) of this Section) and, to the extent expressly
contemplated hereby, the Related Parties of the Administrative Agent, the Issuing Lender and the
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign
to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Revolving Commitment, Credit-Linked Deposit and the Loans at the
time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:
(A) the Administrative Agent, provided that no consent of the
Administrative Agent shall be required for an assignment of all or any
portion of Credit-Linked Deposits to an assignee that is (I) immediately
prior to giving effect to such assignment a Lender, (II) an Affiliate of a
Lender, or (III) an Approved Fund;
(B) the Issuing Lender; and
(C) the Borrower; provided that no consent of the Borrower shall be
required for an assignment (I) if an Event of Default has occurred and is
continuing or (II) if the assignee is a Lender, an Affiliate of a Lender or
an Approved Fund.
(ii) Assignments shall be subject to the following additional conditions:
(A) any assignment of any portion of the Total Revolving Commitment,
Revolving Loans and LC Exposure shall be made to an Eligible Assignee;
(B) except in the case of an assignment to a Lender, an Affiliate of a
Lender or an Approved Fund or an assignment of the entire remaining amount
of the assigning Lender’s Revolving Commitment, Credit-Linked Deposits or
Loans, the amount of such Commitment or Loans of the assigning Lender
subject to each such assignment (determined as of the
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date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $1,000,000
(with respect to Credit-Linked Deposits) or $5,000,000 (with respect to
Revolving Commitments or Revolving Loans), and after giving effect to such
assignment, the portion of the Loan or Commitment held by the assigning
Lender of the same tranche as the assigned portion of the Loan or Commitment
shall not be less than $1,000,000 (with respect to Credit-Linked Deposits)
or $5,000,000 (with respect to Revolving Commitments or Revolving Loans), in
each case unless the Borrower and the Administrative Agent otherwise
consent, provided that no such consent of the Borrower shall be required if
an Event of Default has occurred and is continuing;
(C) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations
under this Agreement, provided that this clause shall not be
construed to prohibit the assignment of a proportionate part of all the
assigning Lender’s rights and obligations in respect of one Type of
Commitments, Loans or Credit-Linked Deposits;
(D) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500 for the account of the
Administrative Agent; and
(E) the assignee, if it was not a Lender immediately prior to such
assignment, shall deliver to the Administrative Agent an administrative
questionnaire in a form as the Administrative Agent may require.
For the purposes of this Section 10.02(b), the term “Approved Fund” means any Person
(other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of the interest assigned by
such Assignment and Acceptance, have the rights and obligations of a Revolving Lender and/or
Credit-Linked Deposit Lender, as the case may be, under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and
Acceptance, be released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.14, 2.16 and 10.04). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this Section
10.02 shall be treated for purposes
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of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (d) of this Section. Without the consent of the
Borrower (which consent shall not be unreasonably withheld) and the Administrative Agent,
the Credit-Linked Deposit of any Credit-Linked Deposit Lender shall not be released in
connection with any assignment by such Credit-Linked Deposit Lender, but shall instead be
purchased by the relevant assignee and continue to be held for application (to the extent
not already applied) in accordance with Section 2.02 to satisfy such assignee’s obligations
in respect of Credit-Linked Deposit LC Disbursements.
(iv) The Administrative Agent shall maintain at its offices a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Revolving Commitments and Credit-Linked Deposits of, and principal
amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrower, the Guarantors, the Administrative Agent, the Issuing Lender
and the Lenders may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower, the
Issuing Lender and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.
(c) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, the assignee’s completed administrative questionnaire in a form as the
Administrative Agent may require (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section and any written consent
to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept
such Assignment and Acceptance and record the information contained therein in the Register;
provided, that if either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it pursuant to Section 2.02(d) or (e), 2.04(b) or 10.04(c), the
Administrative Agent shall have no obligation to accept such Assignment and Acceptance and record
the information therein in the Register unless and until such payment shall have been made in full,
together with all accrued interest thereon. No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this paragraph.
(d) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent or the
Issuing Lender, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans and Credit-Linked Deposits
and participations in Credit-Linked Deposit Letters of Credit owing to it); provided, that
(A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and
(C) the Borrower, the Administrative Agent, the Issuing Lender and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any
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provision of this Agreement; provided, that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in the first proviso to Section 10.08(a) that affects such
Participant. Subject to paragraph (d)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.14 and 2.16 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits
of Section 8.08 as though it were a Lender, provided such Participant agrees to be subject to the
requirements of Section 8.08 as though it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section
2.16 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent. A Participant that would be
a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16
unless the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section 2.16(f) as
though it were a Lender.
(e) Any Lender may at any time pledge or assign a security interest in all or any portion of
its rights under this Agreement to secure obligations of such Lender, including without limitation
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 10.02
shall not apply to any such pledge or assignment of a security interest; provided, that no
such pledge or assignment of a security interest shall release a Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
(f) Any Lender may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 10.02, disclose to the assignee or participant or
proposed assignee or participant, any information relating to the Borrower or any of the Guarantors
furnished to such Lender by or on behalf of the Borrower or any of the Guarantors;
provided, that prior to any such disclosure, each such assignee or participant or proposed
assignee or participant are advised of and agree to be bound by either the provisions of Section
10.03 or other provisions at least as restrictive as Section 10.03.
SECTION 10.03. Confidentiality. Each Lender agrees to keep any information delivered
or made available by the Borrower or any of the Guarantors to it confidential from anyone other
than persons employed or retained by such Lender who are or are expected to become engaged in
evaluating, approving, structuring or administering the Loans, and who are advised by such Lender
of the confidential nature of such information; provided, that nothing herein shall prevent
any Lender from disclosing such information (a) to any of its Affiliates (it being understood that
the Persons to whom such disclosure is made will be informed of the confidential nature of such
information and instructed to keep such information confidential) or to any other Lender, (b) upon
the order of any court or administrative agency, (c) upon the request or demand of any regulatory
agency or authority, (d) which has been publicly disclosed other than as a result of a disclosure
by the Administrative Agent or any Lender which is not permitted by this Agreement, (e) in
connection with any litigation to which the Administrative
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Agent, any Lender, or their respective Affiliates may be a party to the extent reasonably
required, (f) to the extent reasonably required in connection with the exercise of any remedy
hereunder, (g) to such Lender’s legal counsel and independent auditors, and (h) to any actual or
proposed participant or assignee of all or part of its rights hereunder or to any direct or
indirect contractual counterparty (or the professional advisors thereto) to any swap or derivative
transaction relating to the Borrower and its obligations, in each case, subject to the proviso in
Section 10.02(f). If any Lender is in any manner requested or required to disclose any of the
information delivered or made available to it by the Borrower or any of the Guarantors under
clauses (b) or (e) of this Section, such Lender will, to the extent permitted by law, provide the
Borrower with prompt notice, to the extent reasonable, so that the Borrower may seek, at its sole
expense, a protective order or other appropriate remedy or may waive compliance with this Section.
SECTION 10.04. Expenses; Indemnity; Damage Waiver. (a) (i) The Borrower shall pay
or reimburse: (A) all reasonable fees and reasonable out-of-pocket expenses of the Administrative
Agent (including the reasonable fees, disbursements and other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx
LLP (“Xxxxxxx Xxxxxxx”), special counsel to the Administrative Agent, and any other
regulatory or local counsel retained by Xxxxxxx Xxxxxxx or the Administrative Agent) associated
with the syndication of the credit facilities provided for herein, and the preparation, execution,
delivery and administration of the Loan Documents and any amendments, modifications or waivers of
the provisions hereof (whether or not the transactions contemplated hereby or thereby shall be
consummated); and (B) all fees and out-of-pocket expenses of the Administrative Agent (including
the reasonable fees, disbursements and other charges of Xxxxxxx Xxxxxxx, special counsel to the
Administrative Agent, and any other counsel retained by Xxxxxxx Xxxxxxx or the Administrative
Agent) and the Lenders in connection with the enforcement of the Loan Documents.
(ii) The Borrower shall pay or reimburse (A) all reasonable fees and reasonable expenses
of the Administrative Agent and its internal and third-party auditors, the Appraisers, the
Real Estate Appraiser and consultants incurred in connection with the Administrative Agent’s
(a) periodic field examinations and appraisals and (b) other monitoring of assets as allowed
hereunder and (B) all reasonable fees and reasonable expenses of the Issuing Lenders in
connection with the issuance, amendment, renewal or extension of any Letter of Credit or any
demand or any payment thereunder.
(iii) All payments or reimbursements pursuant to the foregoing clauses (a)(i) and (ii)
shall be paid within thirty (30) days of written demand together with back-up documentation
supporting such reimbursement request.
(b) The Borrower shall indemnify each Agent, the Issuing Lenders and each Lender, and each
Related Party of any of the foregoing Persons (each such Person being called an
“Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including the reasonable fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of,
in connection with, or as a result of (i) the execution or delivery of this Agreement or any
agreement or instrument contemplated hereby, the performance by the parties hereto of their
respective obligations hereunder or the consummation of the Transactions or any other transactions
contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds
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therefrom (including any refusal by the Issuing Lender to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of
Hazardous Materials on or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way or asserted against the Borrower or
any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct
of such Indemnitee.
(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent or the Issuing Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent or the Issuing Lender, as the case may be, such
portion of the unpaid amount equal to such Lender’s Aggregate Exposure Percentage (determined as of
the time that the applicable unreimbursed expense or indemnity payment is sought);
provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or
related expense, as the case may be, was incurred by or asserted against the Administrative Agent
or the Issuing Lender in its capacity as such.
(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.
SECTION 10.05. Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York.
(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall, to the extent permitted by law, be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this
Agreement shall affect any right that the Administrative Agent, the Issuing Lender or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement against the
Borrower or its properties in the courts of any jurisdiction.
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(c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.
(d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10.01. Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted by law.
SECTION 10.06. No Waiver. No failure on the part of the Administrative Agent or the
Collateral Agent or any of the Lenders to exercise, and no delay in exercising, any right, power or
remedy hereunder or any of the other Loan Documents shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided by law.
SECTION 10.07. Extension of Maturity. Should any payment of principal of or interest
or any other amount due hereunder become due and payable on a day other than a Business Day, the
maturity thereof shall be extended to the next succeeding Business Day and, in the case of
principal, interest shall be payable thereon at the rate herein specified during such extension.
SECTION 10.08. Amendments, etc.
(a) No modification, amendment or waiver of any provision of this Agreement or any Collateral
Document (other than any Control Agreement), and no consent to any departure by the Borrower or any
Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed
by the Required Lenders, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given; provided, however, that no such
modification or amendment shall without the written consent of (i) each Lender directly affected
thereby (A) increase the Commitment of any Lender or extend the expiry of the Commitment of any
Lender (it being understood that a waiver of an Event of Default shall not constitute an increase
in or extension of the expiry of the Commitment of a Lender), (B) reduce the principal amount of
any Loan, any reimbursement obligation in respect of any Letter of Credit, or the rate of interest
payable thereon (provided that only the consent of the Required Lenders shall be necessary for a
waiver of default interest referred to in Section 2.08), extend the date on which the Credit-Linked
Deposits are required to be returned to the Credit-Linked Deposit Lenders or extend any date for
the payment of interest hereunder or reduce any Fees payable hereunder or extend the final maturity
of the Borrower’s obligations hereunder or (C) amend, modify or waive any provision of Section
2.17(b) or (ii) all of the Lenders (A) amend or modify any provision of this Agreement which
provides for the unanimous consent or approval of the Lenders, (B) amend this Section 10.08 or
modify the percentage of the Lenders required in the definition of Required Lenders or (C) release
all or substantially all of the Liens granted to the Administrative Agent or the Collateral Agent
hereunder or under any other Loan Document, or release all or substantially all of the
124
Guarantors. No such amendment or modification shall adversely affect the rights and
obligations of the Administrative Agent or any Issuing Lender or the Collateral Agent hereunder
without its prior written consent. No notice to or demand on the Borrower or any Guarantor shall
entitle the Borrower or any Guarantor to any other or further notice or demand in the same, similar
or other circumstances. Each assignee under Section 10.02(b) shall be bound by any amendment,
modification, waiver, or consent authorized as provided herein, and any consent by a Lender shall
bind any Person subsequently acquiring an interest on the Loans held by such Lender. No amendment
to this Agreement shall be effective against the Borrower or any Guarantor unless signed by the
Borrower or such Guarantor, as the case may be.
(b) Notwithstanding anything to the contrary contained in Section 10.08(a), (i) in the event
that the Borrower requests that this Agreement be modified or amended in a manner which would
require the unanimous consent of all of the Lenders and such modification or amendment is agreed to
by the Required Lenders, then the Borrower may replace any such non-consenting Lender in accordance
with Section 10.02; provided that such amendment or modification can be effected as a
result of the assignment contemplated by such Section (together with all other such assignments
required by the Borrower to be made pursuant to this clause (i)); (ii) no Defaulting Lender shall
have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the
Commitment of such Lender may not be increased or extended without the consent of such Lender (it
being understood that any Loans held or deemed held by any Defaulting Lender shall be excluded for
a vote of the Lenders hereunder requiring any consent of the Lenders) and (iii) if the
Administrative Agent and the Borrower shall have jointly identified an obvious error or any error
or omission of a technical or immaterial nature in any provision of the Loan Documents, then the
Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment
shall become effective without any further action or consent of any other party to any Loan
Document if the same is not objected to in writing by the Required Lenders within five (5) Business
Days notice thereof.
SECTION 10.09. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 10.10. Headings. Section headings used herein are for convenience only and
are not to affect the construction of or be taken into consideration in interpreting this
Agreement.
SECTION 10.11. Survival. All covenants, agreements, representations and warranties
made by the Borrower herein and in the certificates or other instruments delivered in connection
with or pursuant to this Agreement shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of this Agreement and the making of any
Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent, the Issuing Lender or any
Lender may have had notice or knowledge of any Event of Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall
125
continue in full force and effect as long as the principal of or any accrued interest on any
Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any
Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.14, 2.15, 2.16 and 10.04 and Section 8 shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the return of the Credit-Linked Deposits, the expiration or termination of
the Letters of Credit and the Commitments or the termination of this Agreement or any provision
hereof.
SECTION 10.12. Execution in Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together shall constitute a
single contract. This Agreement constitutes the entire contract among the parties relating to the
subject matter hereof and supersedes any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement
shall become effective when it shall have been executed by the Administrative Agent and when the
Administrative Agent shall have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy or electronic .pdf copy
shall be effective as delivery of a manually executed counterpart of this Agreement.
SECTION 10.13. USA Patriot Act. Each Lender that is subject to the requirements of
the Patriot Act hereby notifies the Borrower and each Guarantor that pursuant to the requirements
of the Act, it is required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and each Guarantor and other
information that will allow such Lender to identify the Borrower and each Guarantor in accordance
with the Patriot Act.
SECTION 10.14. Registrations with International Registry. Each of the parties hereto
consents to the registrations with the International Registry of the International Interest
constituted by the First Lien Aircraft Mortgage, and each party hereto covenants and agrees that it
will take all such action reasonably requested by Borrower or Collateral Agent in order to make any
registrations with the International Registry, including becoming a registry user entity with the
International Registry and providing consents to any registration as may be contemplated by the
Loan Documents.
SECTION 10.15. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
126
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
127
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and the year first written.
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DELTA AIR LINES, INC.
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By: |
/s/ Xxxx X. Xxxxxxxx
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Name: |
Xxxx X. Xxxxxxxx |
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Title: |
Vice President and Treasurer |
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ASA HOLDINGS, INC.
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By: |
/s/ Xxxx X. Xxxxxxxx
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Name: |
Xxxx X. Xxxxxxxx |
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Title: |
President |
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COMAIR HOLDINGS, LLC
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By: |
/s/ Xxx Xxxxx
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Name: |
Xxx Xxxxx |
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Title: |
Vice President, Chief Financial Officer
and Treasurer |
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COMAIR, INC.
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By: |
/s/ Xxx Xxxxx
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Name: |
Xxx Xxxxx |
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Title: |
Vice President and CFO |
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COMAIR SERVICES, INC.
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By: |
/s/ Xxx Xxxxx
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Name: |
Xxx Xxxxx |
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Title: |
Vice President |
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CROWN ROOMS, INC.
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By: |
/s/ Xxxx Xxxxxx
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Name: |
Xxxx Xxxxxx |
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Title: |
Assistant Treasurer |
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DAL GLOBAL SERVICES, LLC
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By: |
/s/ Xxxx Xxxxxx
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Name: |
Xxxx Xxxxxx |
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Title: |
Assistant Treasurer |
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DAL MOSCOW, INC.
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By: |
/s/ Xxxx Xxxxxx
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Name: |
Xxxx Xxxxxx |
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Title: |
Treasurer |
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DELTA AIRELITE BUSINESS JETS, INC.
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By: |
/s/ Xxxxxxx X. Xxxxx
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
President |
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DELTA BENEFITS MANAGEMENT, INC.
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By: |
/s/ Xxxxxxx X. Xxxxxxxx
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Treasurer |
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DELTA CONNECTION ACADEMY, INC.
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By: |
/s/ Xxxxx Xxxxxxxxx
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Name: |
Xxxxx Xxxxxxxxx |
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Title: |
VP of Finance and CFO |
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DELTA LOYALTY MANAGEMENT SERVICES, LLC
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By: |
/s/ Xxxxxxx X. Xxxxxxxx
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
Treasurer |
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DELTA TECHNOLOGY, LLC
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By: |
/s/ E. Xxxx Xxxxxx
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Name: |
E. Xxxx Xxxxxx |
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Title: |
Secretary |
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EPSILON TRADING, LLC
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By: |
/s/ Xxxxxx X. Xxxxx
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Name: |
Xxxxxx X. Xxxxx |
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Title: |
Treasurer and Comptroller |
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KAPPA CAPITAL MANAGEMENT, INC.
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By: |
/s/ Xxxxxxx X. Xxxxxxxx
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Name: |
Xxxxxxx X. Xxxxxxxx |
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Title: |
President |
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JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent and Lender
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By: |
/s/ Xxxxxxx X. Xxxxxx
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Managing Director |
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JPMORGAN SECURITIES, INC., as Co-Lead Arranger and Joint Bookrunner
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By: |
/s/ Xxxx X. Xxxxxxx
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Name: |
Xxxx X. Xxxxxxx |
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Title: |
Vice President |
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BARCLAYS BANK PLC, as Lender
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By: |
/s/ Xxxxx X. Xxxxx
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Name: |
Xxxxx X. Xxxxx |
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Title: |
Director |
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CALYON NEW YORK BRANCH, as Co-Documentation Agent and Lender
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By: |
/s/ Xxxxx Xxxxxxx
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Managing Director |
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By: |
/s/ Xxxxx Xxxxxxx
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Director |
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C.I.T. LEASING CORPORATION, as Lender
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By: |
/s/ Xxxxxxxx Xxxxxxxxx
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Name: |
Xxxxxxxx Xxxxxxxxx |
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Title: |
Senior Vice President |
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COMMERZBANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES, as Lender
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By: |
/s/ Xxxxxx C.A. Xxxxxxxx, Jr.
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Name: |
Xxxxxx C. A. Xxxxxxxx, Jr. |
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Title: |
Senior Vice President & Manager |
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By: |
/s/ Xxxxx Wesemeier
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Name: |
Xxxxx Wesemeier |
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Title: |
Assistant Treasurer |
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CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
as Lender
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By: |
/s/ Xxxx Xxxxxx
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Name: |
Xxxx Xxxxxx |
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Title: |
Director |
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By: |
/s/ Xxxxxxxx Xxxxxx
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Name: |
Xxxxxxxx Xxxxxx |
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Title: |
Assistant Vice President |
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XXXXXXX SACHS CREDIT PARTNERS L.P.,
as Lender
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By: |
/s/ Xxxxx X. Xxxxxxxxxx
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Name: |
Xxxxx X. Xxxxxxxxxx |
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Title: |
Authorized Signatory |
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ING CAPITAL LLC, as Lender
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By: |
/s/ Xxxxxxx Xxxxxxxxxxx
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Name: |
Xxxxxxx Xxxxxxxxxxx |
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Title: |
Director |
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By: |
/s/ Xxxxxxx Xxxxxx
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Name: |
Xxxxxxx Xxxxxx |
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Title: |
Vice President |
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XXXXXX BROTHERS INC., as Co-Lead Arranger and Joint Bookrunner
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By: |
/s/ Xxxx Xxxxx
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Name: |
Xxxx Xxxxx |
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Title: |
Managing Director |
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XXXXXX COMMERCIAL PAPER INC., as Lender
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By: |
/s/ Xxxx Xxxxx
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Name: |
Xxxx Xxxxx |
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Title: |
Managing Director |
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XXXXXXX XXXXX COMMERCIAL FINANCE CORP, as Lender
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By: |
/s/ Xxxxxx X. Xxxxx
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Name: |
Xxxxxx X. Xxxxx |
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Title: |
Managing Director |
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RBS SECURITIES CORPORATION, as Co-Documentation Agenet
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By: |
/s/ L. Xxxxx Xxxxxx
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Name: |
L. Xxxxx Xxxxxx |
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Title: |
SVP |
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ROYAL BANK OF SCOTLAND PLC, as Lender
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By: |
/s/ L. Xxxxx Xxxxxx
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Name: |
L. Xxxxx Xxxxxx |
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Title: |
SVP |
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UBS LOAN FINANCE LLC, as Lender
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By: |
/s/ Xxxxxxx X Xxxxxx
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Director
Banking Products Services, US |
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By: |
/s/ Xxxx X. Xxxxx
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Name: |
Xxxx X. Xxxxx |
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Title: |
Associate Director
Banking Products Services, US |
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UBS SECURITIES LLC, as Syndication Agent and Joint Bookrunner
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By: |
/s/ Xxxxxxx X Xxxxxx
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Name: |
Xxxxxxx X. Xxxxxx |
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Title: |
Director
Banking Products Services, US |
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By: |
/s/ Xxxx X. Xxxxx
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Name: |
Xxxx X. Xxxxx |
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Title: |
Associate Director
Banking Products Services, US |
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U.S. BANK NATIONAL ASSOCIATION, as Lender
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By: |
/s/ Xxxx X. Xxxx
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Name: |
Xxxx X. Xxxx |
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Title: |
Assistant Vice President |
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WACHOVIA BANK NATIONAL ASSOCIATION, as Lender
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By: |
/s/ Xxxxxx X. Xxxxxx
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Name: |
Xxxxxx X. Xxxxxx |
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Title: |
Director |
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XXXXXXX BUSINESS CREDIT CORPORATION, as Lender
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By: |
/s/ Xxxxxx X. Xxxxxxxxxxx
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Name: |
Xxxxxx X. Xxxxxxxxxxx |
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Title: |
Vice President and Authorized Signatory |
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ANNEX A
to First Lien Credit Agreement
LENDERS AND COMMITMENTS
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Revolving Lender |
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Credit-Linked Deposit |
JPMorgan Chase Bank, N.A. |
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$ |
85,700,000 |
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Barclays Bank PLC |
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$ |
85,700,000 |
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CALYON New York Branch |
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$ |
85,700,000 |
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C.I.T. Leasing Corporation |
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$ |
85,700,000 |
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Credit Suisse, Cayman Islands Branch |
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$ |
85,700,000 |
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Xxxxxxx Xxxxx Credit Partners L.P. |
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$ |
85,700,000 |
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Xxxxxx Commercial Paper Inc. |
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$ |
85,700,000 |
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Xxxxxxx Xxxxx Commercial Finance Corp. |
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$ |
85,700,000 |
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Royal Bank of Scotland PLC |
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$ |
85,700,000 |
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UBS Loan Finance LLC |
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$ |
85,700,000 |
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Wachovia Bank, National Association |
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$ |
50,000,000 |
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ING Capital LLC |
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$ |
35,000,000 |
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Commerzbank AG, New York and Grand Cayman Branches |
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$ |
25,000,000 |
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U.S. Bank National Association |
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$ |
25,000,000 |
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Xxxxxxx Business Credit Corporation |
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$ |
8,000,000 |
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Credit-Linked Deposit Lender |
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Revolving Commitment |
JPMorgan Chase Bank, N.A. |
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$ |
600,000,000 |
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EXHIBIT A
[ABOVE SPACE FOR RECORDING OFFICE USE ONLY]
After recording, please return to:
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxxxxx Xxxxxx
STATE OF GEORGIA
COUNTY OF XXXXXX
FIRST LIEN DEED TO SECURE DEBT, ASSIGNMENT OF LEASES AND RENTS
AND SECURITY AGREEMENT
FROM
DELTA AIR LINES, INC.,
Grantor,
TO
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent,
Grantee,
DATED: As of April 30, 2007
NOTE TO TAX COMMISSIONER: THIS INSTRUMENT IS EXEMPT FROM GEORGIA INTANGIBLE RECORDING TAX PURSUANT
TO 11 U.S.C. §1146(a).
Table of Contents
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Page |
1. Definitions |
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4 |
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2. Payment of the First Priority Obligations |
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5 |
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3. Representations and Warranties |
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5 |
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4. Further Assurances; Payments |
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5 |
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5. Insurance |
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5 |
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6. Compliance |
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5 |
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7. Actions
by Grantee to Protect the Collateral; Etc. |
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6 |
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8. Remedies;
Etc. |
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6 |
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9. Expenses |
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8 |
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10. Right of Possession |
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8 |
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11. Application of Proceeds |
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9 |
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12. Withdrawal or Discontinuance of Proceedings |
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9 |
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13. Waiver of Statutory Rights |
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9 |
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14. Effect of Judgment |
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10 |
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15. Remedies Cumulative |
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10 |
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16. Notices |
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10 |
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17. Time of Essence |
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10 |
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18. Deed in Trust |
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10 |
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19.
Amendments; Etc. |
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10 |
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20. Successors and Assigns |
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10 |
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21. Severability |
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11 |
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22. Merger |
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11 |
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23. Future Advances |
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11 |
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24. Conflict |
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11 |
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25. Last Dollar |
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11 |
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26. Release |
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12 |
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27. Security Agreement under Uniform Commercial Code |
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12 |
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28. Grantee’s Fees and Expenses; Indemnification |
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12 |
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29. Additional Provisions |
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13 |
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30. Compliance with Applicable Law |
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14 |
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31. Intercreditor Agreement |
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15 |
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i
THIS FIRST LIEN DEED TO SECURE DEBT, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT is
subject to the terms and provisions of the Intercreditor Agreement, dated as of April 30, 2007 (as
such agreement may be amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as
collateral agent for the First Priority Secured Parties (as defined in the Intercreditor
Agreement), Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent for the Second Priority Secured
Parties (as defined in the Intercreditor Agreement), Delta Air Lines, Inc. and the Guarantors (as
defined below).
FIRST LIEN DEED TO SECURE DEBT, ASSIGNMENT OF LEASES AND RENTS
AND SECURITY AGREEMENT
THIS FIRST LIEN DEED TO SECURE DEBT, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT
(this “Deed”), dated as of April 30, 2007, by DELTA AIR LINES, INC., a Delaware
corporation, having an address at 0000 Xxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000 (the
“Grantor”) to JPMORGAN CHASE BANK, N.A., a national banking association, having an address
at c/o JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 0000 Xxxxxx, 00xx Xxxxx, Xxxxxxx,
Xxxxx 00000, as Collateral Agent (together with its successors and assigns, in such capacity, the
“Grantee”) for the financial institutions party to the First Lien Credit Agreement (as
hereinafter defined) from time to time (collectively, the “Lenders”, and individually a
“Lender”) and the other secured parties referred to herein.
WHEREAS, Grantor, the direct and indirect domestic subsidiaries of Grantor (other than
Excluded Subsidiaries and, at the option of Grantor, Immaterial Subsidiaries) (the
“Guarantors”), each of the Lenders from time to time party to the First Lien Credit
Agreement, Grantee, as the Administrative Agent and as the Collateral Agent for the Lenders, UBS
Securities LLC, as Syndication Agent and as Joint Bookrunner, X.X. Xxxxxx Securities Inc. and
Xxxxxx Brothers Inc., as Co-Lead Arrangers and Joint Bookrunners, and Calyon New York Branch and
RBS Securities Corporation, as Co-Documentation Agents, have entered into a certain First Lien
Revolving Credit and Guaranty Agreement, dated as of even date herewith (as the same may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“
First Lien Credit Agreement”), pursuant to which the Lenders have agreed to make certain
loans and other extensions of credit to Grantor; and
2
NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration, the
receipt whereof is hereby acknowledged, and in order to secure the First Priority Obligations,
GRANTOR HEREBY IRREVOCABLY GRANTS, BARGAINS, SELLS, CONVEYS, TRANSFERS, PLEDGES, SETS OVER AND
ASSIGNS, AND GRANTS A SECURITY TITLE AND A SECURITY INTEREST, TO AND IN FAVOR OF GRANTEE, ITS
SUCCESSORS AND ASSIGNS, with power of sale (for the benefit of First Priority Secured Parties), in
all of Grantor’s right, title, interest and security interest in, to and under any and all of the
following described property (collectively, the “Collateral”):
(a) The lands and premises described in Schedule A hereto, together with all
and singular the tenements, hereditaments, easements, rights of way and appurtenances now or
hereafter thereunto belonging or now or hereafter in anywise appertaining and also all
estate, right, title and interest of Grantor in and to the same and in and to the streets,
ways, sidewalks, alleys and areas now or hereafter adjacent thereto or now or hereafter used
in connection therewith (collectively, the “Land”);
(b) All structures, buildings, facilities and other improvements now or hereafter
erected on the Land (collectively, the “Improvements”);
(c) All estate, right, title and interest now owned or hereafter acquired by Grantor in
and to all fixtures, fittings, building or construction materials, appliances, apparatus,
equipment, goods, machinery, furnishings, furniture and other tangible personal property and
any and all replacements thereof and additions thereto, now or hereafter affixed or attached
to the Land and/or the Improvements and constituting fixtures under Article 9 of the Uniform
Commercial Code as adopted by the State of Georgia, as amended and/or supplemented from time
to time; provided, however, that fixtures shall not include (or shall have excluded
therefrom), any and all trade fixtures of Grantor, including computer hardware, mainframes,
software, servers, telecommunications or network facilities (collectively, the “Personal
Property”);
(d) Any and all reversions and remainders of the Land and/or the Improvements and all
estate, right, title and interest now owned or hereafter acquired by Grantor both at law and
in equity in and to any and all present and future leases (under
3
which Grantor is landlord), subleases (under which Grantor is sublandlord), occupancy
agreements and similar arrangements as same may be amended, modified, extended or renewed in
connection with the Land, the Improvements and/or the Personal Property and all rents,
revenues, issues, income, deposits of cash, securities and profits payable thereunder and
claims against guarantors under any thereof or otherwise in connection with the Land, the
Improvements and/or the Personal Property (collectively, the “Space Leases”);
(e) All estate, light, title and interest now owned or hereafter acquired by Grantor in
and to all proceeds of the insurance required to be maintained under Section 5 herein and
all awards heretofore or hereafter made with respect to the Land, the Improvements and/or
the Personal Property as the result of the exercise of the power of eminent domain,
including, without limitation, any awards for changes of the grades of streets and/or as the
result of any other damage to the Land, the Improvements and/or the Personal Property for
which compensation shall be given by any governmental authority (a “Taking”), all of
which are hereby assigned to Grantee who is hereby authorized to collect and receive the
proceeds thereof and to give proper receipts and acquittances therefor, and to apply the
same in accordance with the Loan Documents (as defined in the First Lien Credit Agreement);
(f) Any and all now owned or hereafter acquired air rights, development rights, zoning
rights and other similar rights or interests which benefit or are appurtenant to the Land
and/or the Improvements and any and all proceeds arising therefrom;
(g) Any and all now owned or hereafter acquired water, mineral, gas, oil, timber and
other similar right, or interests which relate to the Land and/or the Improvements and any
and all proceeds arising therefrom; and
(h) Any and all proceeds of any of the foregoing.
EXCLUDING, HOWEVER, from the grant of the lien, security title and security interest as
provided herein, all property, equipment, goods, interests, accounts or assets of Grantor described
in Section 2.03 of the First Lien Security Agreement, including without limitation, Excluded
Equipment (as defined in the First Lien Security Agreement).
TO HAVE AND TO HOLD the Collateral unto Grantee forever, subject only to the Permitted Liens
(as defined in the First Lien Credit Agreement), the Liens set forth as exceptions in Schedule B to
the mortgagee’s insurance policy delivered to Grantee contemporaneously herewith by Lawyers Title
Insurance Corporation (collectively, the “Permitted Title Exceptions”) and to satisfaction
and release as provided in Section 26 herein.
If and when the First Priority Obligations Payment Date shall have occurred, then this Deed
and the estate, right and interest of Grantee in and to the Collateral shall be cancelled and
reconveyed to Grantor pursuant to the terms of Section 26 herein, and shall thereafter be of no
further force and effect.
4
This conveyance is intended to and shall constitute and be construed as a deed passing the
title to the Collateral to Grantee and is made under those provisions of the existing laws of the
State of Georgia relating to conveyances and deeds to secure debt, and not as a mortgage pursuant
to O.C.G.A. § 44-14-60 et seq. and establishes a perpetual security interest in the Collateral and
is given to secure the First Priority Obligations. This Deed shall also constitute a security
agreement under the Code (as defined herein) as to all that part of the Collateral that constitutes
personal property.
AND Grantor hereby covenants with Grantee as follows:
1. Definitions. In this Deed, all words and terms not defined herein shall have the
respective meanings and be construed herein as provided in the First Lien Credit Agreement. Any
reference to a provision of the First Lien Credit Agreement shall be deemed to incorporate that
provision as a part hereof in the same manner and with the same effect as if the same were fully
set forth herein unless otherwise expressly stated. References to this “Deed” shall mean this
instrument and any and all renewals, modifications, amendments, supplements, extensions,
consolidations, substitutions, spreaders and replacements of this instrument. The term
“Default Rate” shall mean the rate of interest applicable in the event of Grantor’s default
in the payment of the principal of or interest on any Loan or in the payment of any other amount
becoming due under the First Lien Credit Agreement, in accordance with Section 2.08 of the First
Lien Credit Agreement. The term “First Priority Obligations” (as defined in the First Lien
Credit Agreement) shall also include, without limitation, any judgment(s) or final decree(s)
rendered to collect any money obligations of Grantor to Grantee and/or the First Priority Secured
Parties and/or to enforce the performance or collection of all rights, remedies, obligations,
covenants, agreements, conditions, indemnities, representations, warranties, and other liabilities
of Grantor under this Deed or any or all of the other Loan Documents. Subject to the compliance
with O.C.G.A. Section 00-00-000, the obtaining of any judgment by Grantee and/or the Lenders (other
than a judgment foreclosing this Deed) and any levy of any execution under any such judgment upon
the Collateral shall not affect in any manner or to any extent the lien, security title and
security interest of this Deed upon the Collateral or any part thereof, or any liens, powers,
rights and remedies of Grantee and/or the Lenders hereunder, but such title, interests, liens,
powers, rights and remedies shall continue unimpaired as before until the judgment or levy is
satisfied. Furthermore, Grantor acknowledges and agrees that the First Priority Obligations are
secured by the Collateral and various other collateral at the time of execution of this Deed.
Grantor specifically acknowledges and agrees that the Collateral, in and of itself, if foreclosed
or realized upon, would not be sufficient to satisfy the outstanding amount of the First Priority
Obligations. Accordingly, Grantor acknowledges that it is in Grantor’s contemplation that the
other collateral pledged to secure the First Priority Obligations may be pursued by Grantee in
separate proceedings, to the fullest extent permitted by applicable law, in the various states and
counties where such collateral may be located and additionally that Grantor will remain liable for
any deficiency judgment for any portion of the aggregate principal amount of the First Priority
Obligations remaining unpaid. Specifically, and without limitation of the foregoing, it is agreed
that it is the intent of the parties hereto that in the event of a foreclosure of this Deed, that,
to the fullest extent permitted by applicable law, the First Priority Obligations shall not be
deemed merged into any foreclosure or exercise of the power of sale, but shall rather remain
outstanding to the fullest extent permitted by applicable law.
5
2. Payment of the First Priority Obligations. Grantor shall abide by and comply with each
and every covenant and agreement set forth in the Loan Documents.
3. Representations and Warranties. Grantor hereby represents and warrants that Grantor is
lawfully seized and possessed of a good and marketable fee simple estate in and to the Land and the
Improvements, subject to no Liens, except for Permitted Liens, including, without limitation, the
Permitted Title Exceptions. Grantor shall forever warrant and defend the title to the Collateral
against the claims and demands of all Persons whomsoever except those having rights under the
Permitted Liens, including, without limitation, the Permitted Title Exceptions.
4. Further Assurances; Payments. (a) Grantor shall execute, acknowledge and deliver, from
time to time within 10 days of demand therefor, such further instruments as Grantee may reasonably
require to accomplish the purposes of this Deed (collectively, the “Further Instruments”).
(b) Grantor, after the date that this Deed is recorded and until the First Priority
Obligations are fully satisfied, within 10 days after demand therefor, shall execute and deliver to
Grantee each Further Instrument to be filed, registered and/or recorded, or refiled, reregistered
and/or rerecorded (if recordable) as may be required by any present or future laws in order to (i)
publish notice of and/or (ii) perfect the lien and estate of this Deed in and to the Collateral.
Grantor shall promptly pay to Grantee all required costs and expenses (including, without
limitation, filing, registration and recording taxes, fees, charges, duties, stamps and imposts)
related to such filing, registration and/or recording.
(c) Grantor shall pay (i) all filing, registration and recording taxes, fees and charges, all
re-filing, re-registration and re-recording taxes, fees and charges required by applicable law and
all other reasonable costs and expenses actually incurred by Grantee in connection with (1) the
execution, delivery, acknowledgment and/or recordation of this Deed and each Further Instrument
and/or (2) the transactions contemplated hereby (including, without limitation, title insurance
premiums, title examination charges and reasonable legal, consulting, engineering, appraisal,
survey and inspection fees, expenses and disbursements actually incurred by Grantee) and (ii) all
federal, state, county and municipal stamps, taxes, duties, imposts, assessments and charges in
connection with the execution, delivery, acknowledgement and/or recordation of this Deed and each
Further Instrument.
5. Insurance. Grantor shall cause the Improvements and the Personal Property to be kept
insured (a) as required by and in accordance with Section 5.03 of the First Lien Credit Agreement,
and (b) if the Land or any portion thereof is located in an area identified by the Secretary of
Housing and Urban Development as an area having special flood hazards and in which flood insurance
has been made available under the National Flood Insurance Act of 1968, as amended, or otherwise,
against flood risks. All such insurance shall be in such amounts as required by Section 5.03 of
the First Lien Credit Agreement. Grantor shall promptly notify Grantee of any loss in connection
with the Improvements and/or the Personal Property.
6. Compliance. Grantor shall comply with (a) all requirements of the insurance policies
required to be maintained pursuant to this Deed and (b) all present and future
6
Liens (including, without limitation, the Permitted Title Exceptions) affecting the Collateral,
except where such noncompliance, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect (as defined in the First Lien Credit Agreement).
7. Actions by Grantee to Protect the Collateral; Etc. If Grantor shall fail to (a) effect
the insurance required under Section 5 herein, (b) make any other payment required under this Deed
or (c) comply with any other term or covenant of this Deed, which with notice or lapse of time
would constitute an Event of Default, upon reasonable prior written notice to Grantor, Grantee may
effect, pay or cure the same, as the case may be. All sums, including, without limitation,
reasonable attorneys’ fees and disbursements, so incurred by Grantee or incurred by Grantee (i) to
sustain the lien or estate of this Deed or its priority, (ii) to protect or enforce any of
Grantee’s rights under any Loan Document or (iii) to recover or collect the First Priority
Obligations, shall be a lien on the Collateral, shall be deemed secured by this Deed and shall be
paid to Grantee by Grantor within 10 days after demand therefor (together with interest thereon at
the Default Rate from the date the same was incurred to the date of the full payment thereof). In
any action and/or proceeding to foreclose this Deed and/or to recover and/or collect the First
Priority Obligations (or any portion thereof), the provisions of law respecting the recovery of
costs, disbursements and/or allowances shall prevail unaffected by this covenant.
8. Remedies; Etc. (a) If an Event of Default shall have occurred and be continuing,
Grantee may, to the extent permitted by law, personally or, to the extent permitted by law, by
agents, with or without entry, if Grantee shall deem it advisable:
(i) proceed to protect and enforce its rights under any of the Loan Documents by suit
for specific performance of any covenant herein contained or contained in any of the other
Loan Documents, or in aid of the execution of any power herein granted or granted in any of
the other Loan Documents, or for the foreclosure of this Deed and the sale of the Collateral
(or any portion thereof) under the judgment or decree of a court of competent jurisdiction,
or for the enforcement of any other right as Grantee shall deem most effectual for such
purpose; or
(ii) sell and dispose of the Collateral (or any part thereof) at one or more public
sale or sales, at the usual place for conducting sales at the courthouse in the county where
the Collateral or any part thereof may be located in order to pay the First Priority
Obligations, to the highest bidder for cash, first advertising the time, terms and place of
such sale by publishing a notice thereof once a week for four consecutive weeks immediately
preceding the date of sale (without regard to the actual number of days) in a newspaper in
which sheriff’s advertisements are published in said county, all other notice being hereby
waived by Grantor; and Grantee may thereupon execute and deliver to the purchaser at said
sale a sufficient conveyance of the Collateral in fee simple, which conveyance may contain
recitals as to the happening of the default upon which the execution of the power of sale,
herein granted, depends, and said recitals shall be presumptive evidence that all
preliminary acts prerequisite to said sale and deed were in all things duly complied with;
and Grantor hereby constitutes and appoints Grantee or its assigns agent and
attorney-in-fact to make such recitals, sale and conveyance, and all of the acts of such
attorney-in-fact are hereby ratified, and Grantor agrees that such recitals shall be binding
and conclusive upon Grantor and that the conveyance to be made by
7
Grantee, or its assigns (and in the event of a deed in lieu of foreclosure, then as to
such conveyance) shall, to the extent permitted by law, be effectual to bar all right, title
and interest, equity of redemption, including all statutory redemption, homestead, dower,
curtesy and all other exemptions of Grantor, or its successors in interest, in and to said
Collateral; and Grantor agrees that in case of a sale, as herein provided, Grantor or any
person in possession under Grantor shall then become and be tenants holding over, and shall
forthwith deliver possession to the purchaser at such sale, or be summarily dispossessed in
accordance with the provisions of law applicable to tenants holding over; the power and
agency hereby granted are coupled with an interest and are irrevocable by death or
otherwise, and are in addition to any and all other remedies which Grantee may have at law
or in equity. Any portion of the Collateral sold pursuant to this Deed may, to the extent
permitted by applicable law, be sold in one parcel as an entirety, or in such parcels and in
such manner or order as Grantee in its sole discretion, may elect, to the maximum extent
permitted by the laws of the State of Georgia. One or more exercises of the powers herein
granted shall not extinguish or exhaust the power unless the First Priority Obligations are
paid in full or the Collateral is sold. Grantee, or its designee, may bid for and acquire
the Collateral or any part thereof at any sale made under or by virtue of this Deed and, in
lieu of paying cash therefor, may make settlement for the purchase price by crediting
against the purchase price the unpaid amounts due and owing in respect of any First Priority
Obligations after deducting from the sales price the reasonable expenses of the sale
actually incurred by Grantee and the reasonable costs of the action or proceedings actually
incurred by Grantee and any other sums that Grantee is authorized to deduct under this Deed
or applicable law.
Grantee, and its agents and representatives, shall have the right to enter upon all or any portion
of the Land or the Improvements to exercise any remedy specified in any Loan Document.
(b) Upon, or at any time after the occurrence and during the continuance of an Event of
Default hereunder, whether or not Grantee has instituted an action in foreclosure, Grantee may
petition any court of competent jurisdiction for the appointment of a receiver for the Collateral,
and Grantor hereby irrevocably and unconditionally waives any right to contest the appointment of
such receiver and consents thereto. Such appointment may be made either before or after a
foreclosure sale, without notice, without regard to the solvency or insolvency of Grantor at the
time of application for such receiver and without regard to the then value of the Collateral, and
whether or not the same is occupied as a homestead, and without bond being required of the
applicant. Grantee hereunder or any agent of Grantee may be appointed as such receiver. Such
receiver shall have all powers and duties prescribed by applicable law, including, without
limitation, the powers to: (i) collect the rents of the Collateral during the pendency of any
foreclosure suit as well as during any other times when Grantor or its devisees, legatees, heirs,
executors, administrators, legal representatives, successors, or assigns, except for the
intervention of such receiver, would be entitled to collect such rents; (ii) to extend or modify
any then existing Space Leases and to make new Space Leases, which extensions, modifications and
new Space Leases may provide for terms to expire, or for options to lessees to extend or renew
terms to expire, beyond the maturity date of any First Priority Obligations and beyond the date of
issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale, it being understood
and agreed that any such Space Leases, and the options or other such provisions to be contained
therein, shall be binding upon Grantor and all persons whose interests in the Collateral are
8
subject to the lien hereof and upon the purchaser or purchasers at any foreclosure sale,
notwithstanding any discharge or satisfaction of the First Priority Obligations, satisfaction of
any foreclosure decree or deficiency judgment, or issuance of any xxxx of sale or deed to any
purchaser; (iii) to exercise all other powers which may be necessary or are usual in such cases for
the protection, possession, control, management and operation of the Collateral during the whole of
such period; and (iv) as may otherwise be granted by the court or under applicable law. Except as
otherwise specified in the First Lien Credit Agreement, the receiver shall, upon receipt of
authority from the court and upon application to the court from Grantee, apply the net income in
his or her hands in payment in whole or in part to: (1) the First Priority Obligations secured
hereby or by any judgment or decree foreclosing this Deed, or any imposition or lien which may be
or become superior to the lien hereof or of such judgment or decree, provided such application is
made prior to foreclosure sale; (2) all rents due or which may become due under the superior lease
if this is a leasehold mortgage; and (3) the deficiency judgment, in case of a foreclosure sale and
deficiency judgment. Notwithstanding the appointment of any receiver or other custodian, Grantee
shall be entitled to the continued possession and control of any cash, deposits or instruments at
the time held or payable or deliverable under the terms of this Deed to Grantee and shall apply
such proceeds in the manner described in the immediately preceding sentence.
(c) In any sale under any provision of this Deed or pursuant to any judgment or decree of
court, the Collateral, to the extent permitted by law, may be sold in one or more parcels, or as an
entirety, and in such order as Grantee may elect, without regard to the right of Grantor or any
Person claiming under Grantor to the marshalling of assets. The purchaser at such sale shall take
title to the property so sold free and discharged of the estate of Grantor therein, the purchaser
being hereby discharged from all liability to see to the application of the purchase money;
provided, however that if Grantee is the purchaser at such sale, Grantee shall not be so discharged
but instead shall apply the purchase money in accordance with this Deed and the First Lien Credit
Agreement. Any Person, including, without limitation, Grantee, may purchase at any such sale.
9. Expenses. In any foreclosure or partial foreclosure of the lien, security title and
security interest of this Deed, there shall be allowed and included, as additional indebtedness,
all reasonable expenses actually paid or incurred by or on behalf of Grantee in the protection of
the Collateral and the exercise of Grantee’s rights and remedies hereunder. Such expenses shall
include, without limitation: reasonable attorney’s fees actually incurred (and not as a percentage
of indebtedness pursuant to O.C.G.A. Section 13-1-11), appraiser’s fees, outlays for documentary
and expert evidence, stenographer’s charges, publication costs, survey costs, and costs of
procuring all abstracts of title, title searches and examinations, title insurance policies, and
any similar data and assurances with respect to title to the Collateral as Grantee may reasonably
deem necessary either to prosecute or prepare for such foreclosure or to evidence to bidders at any
sale pursuant to such decree the true condition of the title to or value of the Collateral. All
such expenses shall be due and payable by Grantor upon demand with interest thereon at the Default
Rate.
10. Right of Possession. To the fullest extent permitted by applicable law, following the
occurrence of an Event of Default and during the continuance thereof, Grantor shall, immediately
upon Grantee’s demand, surrender to Grantee, and Grantee shall be entitled to
9
take actual possession of the Collateral or any part thereof, personally or by its agent or
attorneys. To the extent permitted by applicable law, Grantee may enter upon and take and maintain
possession or may apply to the court in which a foreclosure is pending to be placed in possession
of all or any part of the Collateral, together with all documents, books, records, papers, and
accounts of Grantor or the then owner of the Collateral relating thereto, and exclude Grantor, such
owner, and any agents and servants from the Collateral. As attorney-in-fact or agent of Grantor or
such owner, or in its own name Grantee may hold, operate, manage, and control all or any part of
the Collateral, either personally or by its agents. Grantee shall have full power to use such
measures, legal or equitable, as it may deem proper or necessary to enforce the payment or security
of the rents, issues, deposits, profits, and avails of the Collateral, including actions for
recovery of rent, actions in forcible detainer, and actions in distress for rent, all without
notice to Grantor.
11. Application of Proceeds. Grantor agrees that Grantee shall apply any proceeds from the
disposition of any of the Collateral following an Event of Default first, to pay the costs incurred
in the exercise of any remedies under this Deed, and second, in accordance with Section 2.17(b) of
the First Lien Credit Agreement and the Intercreditor Agreement.
12. Withdrawal or Discontinuance of Proceedings. In case Grantee shall have proceeded to
enforce any right, power or remedy under this Deed by foreclosure, entry or otherwise or in the
event Grantee shall have commenced advertising the intended exercise of the right of foreclosure
provided hereunder, and such proceeding or advertisement shall have been withdrawn, discontinued or
abandoned for any reason, or shall have been determined adversely to Grantee, then in every such
case (i) Grantor and Grantee shall be restored to their former positions and rights, (ii) all
rights, powers and remedies of Grantee shall continue as if no such proceeding had been taken,
(iii) each and every Default declared or occurring prior or subsequent to such withdrawal,
discontinuance or abandonment shall and shall be deemed to be a continuing Default, and (iv) this
Deed, the First Priority Obligations and all other indebtedness secured by this Deed, or any other
instrument concerned therewith, shall not be and shall not be deemed to have been reinstated or
otherwise affected by such withdrawal, discontinuance or abandonment, and Grantor hereby expressly
waives the benefit of any statute or rule of law now provided (including, without limitation,
Official Code of Georgia Section 44-14-85), or which may hereafter be provided, which would produce
a result contrary to or in conflict with the above.
13. Waiver of Statutory Rights. GRANTOR SHALL NOT APPLY FOR OR AVAIL ITSELF OF ANY
APPRAISEMENT, VALUATION, REDEMPTION, STAY, EXTENSION, OR EXEMPTION LAWS, OR ANY SO-CALLED
“MORATORIUM LAWS,” NOW EXISTING OR HEREAFTER ENACTED, IN ORDER TO PREVENT OR HINDER THE ENFORCEMENT
OR FORECLOSURE OF THIS DEED, AND GRANTOR HEREBY WAIVES THE BENEFIT OF SUCH LAWS. GRANTOR, FOR
ITSELF AND ALL WHO MAY CLAIM THROUGH OR UNDER IT, WAIVES ANY AND ALL RIGHTS TO HAVE THE PROPERTY
AND ESTATES COMPRISING THE COLLATERAL MARSHALED UPON ANY FORECLOSURE OF THE LIEN, SECURITY TITLE
AND SECURITY INTEREST OF THIS DEED, AND AGREES THAT THE COLLATERAL MAY BE SOLD IN ITS ENTIRETY OR
IN SUCH PARTS AS GRANTEE MAY ELECT. GRANTOR FURTHER WAIVES ANY AND ALL RIGHTS OF REDEMPTION FROM
FORECLOSURE, IF ANY, FOR ITSELF AND ON
10
BEHALF OF: (I) ANY TRUST ESTATE OF WHICH THE COLLATERAL IS A PART; (II) ALL BENEFICIALLY INTERESTED
PERSONS; (III) EACH AND EVERY PERSON ACQUIRING ANY INTEREST IN OR TITLE TO THE COLLATERAL
SUBSEQUENT TO THE DATE OF THIS DEED; AND (IV) ALL OTHER PERSONS TO THE EXTENT PERMITTED BY THE
PROVISIONS OF LAWS OF THE STATE IN WHICH THE COLLATERAL IS LOCATED. GRANTOR EXPRESSLY ACKNOWLEDGES
THE RIGHT OF GRANTEE TO ACCELERATE THE INDEBTEDNESS SECURED HEREBY AS PROVIDED HEREIN AND IN THE
FIRST LIEN CREDIT AGREEMENT AND THE POWER OF ATTORNEY GIVEN HEREIN TO GRANTEE TO SELL THE
COLLATERAL BY NON-JUDICIAL FORECLOSURE UPON THE OCCURRENCE OF AN EVENT OF DEFAULT WITHOUT ANY
JUDICIAL HEARING AND WITHOUT ANY NOTICE OTHER THAN SUCH NOTICE AS IS SPECIFICALLY REQUIRED TO BE
GIVEN UNDER THE PROVISIONS OF THIS DEED OR THE OTHER LOAN DOCUMENTS.
14. Effect of Judgment. The obtaining of any judgment by Grantee and any levy of any
execution under any judgment upon the Collateral shall not affect in any manner or to any extent
the lien, security title and security interest created by this Deed in or upon the Collateral or
any part thereof, or any liens, powers, rights and remedies of Grantee hereunder, but such liens,
powers, rights and remedies shall continue unimpaired as before until the judgment or levy is
satisfied.
15. Remedies Cumulative. Each of the remedies provided herein are cumulative and not
exclusive of any remedies provided by (a) law or (b) any of the other Loan Documents.
16. Notices. All notices, demands, consents, statements, requests, approvals and other
communications hereunder (collectively, “Notices”) shall be in writing. All Notices shall
be given in the manner provided in the First Lien Credit Agreement.
17. Time of Essence. Time is of the essence in this Deed.
18. Deed in Trust. If title to the Collateral or any part thereof is now or hereafter
becomes vested in a trustee, any prohibition or restriction against the creation of any lien on the
Collateral shall be construed as a similar prohibition or restriction against the creation of any
lien on or security interest in the beneficial interest of such trust.
19. Amendments; Etc. This Deed cannot be terminated, cancelled, modified, amended,
supplemented, waived or discharged except by an instrument in writing, duly acknowledged in form
for recording signed by Grantor and Grantee and in compliance with the Intercreditor Agreement.
20. Successors and Assigns. The provisions of this Deed shall run with the Land and shall
bind Grantor, its successors and assigns, and all subsequent encumbrances, tenants and subtenants
of the Collateral (or any portion thereof), and shall inure to the benefit of Grantee, its
successors and assigns.
11
21. Severability. If any provision of this Deed or the application thereof to any Person
or circumstance shall, to any extent, be illegal, invalid and/or unenforceable, the remainder of
this Deed or the application of such provision to Persons or circumstances other than those as to
which it is illegal, invalid and/or unenforceable, as the case may be, shall not be affected, and
each provision of this Deed shall be legal, valid and enforceable to the extent permitted by law.
The illegality, invalidity and/or unenforceability of any provision of this Deed in any
jurisdiction shall not affect the legality, validity and/or enforceability thereof in any other
jurisdiction.
22. Merger. This Deed, the First Lien Credit Agreement and the other Loan Documents
constitute the entire understanding between Grantor and Grantee with respect to the transactions
contemplated by this Deed, and any and all other agreements, understandings and statements (oral or
written) between Grantor and Grantee in connection therewith are merged into this Deed, the First
Lien Credit Agreement and the other Loan Documents.
23. Future Advances. This Deed shall secure the payment of all loans, monies, credit and
other First Priority Obligations, whether the entire amount shall have been advanced at the date
hereof or at a later date, or having been advanced, shall have been repaid in part and further
advances made at a later date, and whether or not related to the original advances, together with
the specified interest thereon all in accordance with the terms of the First Lien Credit Agreement
or any of the other Loan Documents. It is understood that at any time before the cancellation and
release of this Deed, the terms of the First Lien Credit Agreement or any of the other Loan
Documents, including the terms of repayment, may from time to time be modified or amended in
writing by the parties thereto to include or provide for additional or future advances and this
Deed shall secure all such additional or future advances. This Deed secures repayment of, among
other things: (1) revolving credit advances which may be extended under the First Lien Credit
Agreement, and (2) various advances made by the Lenders, or any Lender, as a result of draws from
time to time under various Letters of Credit to be issued under the terms of the First Lien Credit
Agreement for the account of Grantor whether such obligations are repayable immediately or are
treated as revolving credit advances. The priority of the lien of this Deed securing all advances
referred to in this Section shall be the same as the priority of the lien of this Deed securing
First Priority Obligations outstanding on the date hereof.
24. Conflict. In the event of express and direct contradiction between any of the
provisions of the First Lien Credit Agreement and any of the provisions contained herein, the
provisions in the First Lien Credit Agreement shall control.
25. Last Dollar. The First Priority Obligations secured by this Deed shall be reduced only
by the last and final sums that Grantor repays with respect to the Loans and shall not be reduced
by any intervening repayments of the Loans by Grantor, except as may otherwise be permitted herein.
Such intervening payments shall instead be deemed to reduce only such portions of the First
Priority Obligations as are not secured by this Deed. As of the date of recording of this Deed,
the outstanding principal balance of the Loans exceeds the amount of the maximum principal amount
secured by this Deed, so that the maximum principal amount secured by this Deed represents only a
portion of the First Priority Obligations actually outstanding.
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26. Release. (a) This Deed shall terminate when the First Priority Obligations
Payment Date shall have occurred. Upon termination of this Deed, Grantee shall promptly execute,
acknowledge and deliver to Grantor (i) an instrument, in proper form for recording, without
warranty, reconveying to Grantor the Property and (ii) any other termination statements or
instruments which Grantor shall reasonably request to evidence such termination. Upon such
recording, this Deed and the estate, right and interest of Grantee in and to the Property shall be
cancelled and thereafter be of no further force and effect.
(b) Notwithstanding anything to the contrary herein, at any time and from time to time at the
request of Grantor, prior to the occurrence of the First Priority Obligations Payment Date in
connection with any sale or transfer of such Collateral permitted under the Loan Documents or upon
the effectiveness of any written consent by Grantee or the requisite Lenders as provided under the
First Lien Credit Agreement, to the release of the lien and security interest granted hereby in any
or all of the Collateral, the estate, right and interest of Grantee in and to the Collateral shall
be automatically cancelled and reconveyed to Grantor and Grantee shall execute, acknowledge and
deliver to Grantor (i) an instrument, in proper form for recording, without warranty, reconveying
to Grantor such portion of the Collateral and (ii) any other termination statements or instruments
which Grantor shall reasonably request to evidence such termination. Upon such recording, the
estate, right and interest of Grantee in and to such portion of the Collateral shall be cancelled
and thereafter be of no further force and effect.
27. Security Agreement under Uniform Commercial Code. It is the intention of the
parties hereto that this Deed shall constitute a “security agreement” within the meaning of the
Uniform Commercial Code of the State of Georgia, or if the perfection or nonperfection or priority
of a Lien in any Collateral is governed by the Uniform Commercial Code in effect in another
jurisdiction, such other Uniform Commercial Code (the “Code”) with respect to any part of
the Collateral which may or might now or hereafter be deemed to be Personal Property. All of
Grantor’s right, title and interest in the Personal Property is hereby assigned to Grantee to
secure the payment of the First Priority Obligations. If an Event of Default shall occur and be
continuing, then in addition to having any other right or remedy available at law or in equity,
Grantee shall have the remedies of a secured party under the Code, including without limitation the
right to take immediate and exclusive possession of the Personal Property or any part thereof. The
remedies of Grantee hereunder are cumulative and the exercise of any one or more of the remedies
provided for herein or under the Code shall not be construed as a waiver of any of the other
remedies of Grantee, including having the Personal Property deemed part of the realty upon any
foreclosure so long as any part of the First Priority Obligations remains unsatisfied. Grantor
hereby authorizes Grantee to cause to be recorded in the County where the Land is located, as well
as the applicable offices of the applicable jurisdiction, such financing statements and fixture
filings as shall be necessary in order to perfect and preserve the priority of Grantee’s lien upon
the Personal Property.
28. Grantee’s Fees and Expenses; Indemnification. (a) Without duplication of any fees or
expenses provided for under the First Lien Credit Agreement and the other Loan Documents, Grantor
agrees to pay to Grantee within 30 days of written demand (including back-up documentation
supporting such reimbursement request) the amount of any and all reasonable out-of-pocket expenses,
disbursements and other reasonable charges of its counsel (including, without limitation, local and
special counsel) and of any experts, agents or appraisers, which
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Grantee may incur in connection with (i) the administration of this Deed, (ii) the custody or
preservation of, or the sale of, collection from or other realization upon any of the Collateral,
(iii) the exercise, enforcement or protection of any of the rights of Grantee hereunder, or (iv)
the failure of Grantor to perform or observe any of the provisions hereof.
(b) Without duplication of any indemnification obligations provided for under the First Lien
Credit Agreement and the other Loan Documents, Grantor agrees to indemnify Grantee and the other
First Priority Secured Parties and their Indemnitees against, and hold each of them harmless from,
any and all losses, claims, damages, liabilities and related expenses, including reasonable fees
and disbursements and other reasonable charges of counsel, incurred by or asserted against any of
them arising out of, in any way connected with, or as a result of, the execution, delivery, or
performance of this Deed or any claim, litigation, investigation or proceeding relating hereto or
to the Collateral, whether or not the First Priority Secured Parties or any of their Indemnitees is
a party thereto; provided that such indemnity shall not, as to Grantee, the other First Priority
Secured Parties or any such Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful
misconduct of Grantee, the other First Priority Secured Parties or such Indemnitee.
(c) Any such amounts payable as provided hereunder shall be additional First Priority
Obligations secured hereby. The provisions of this Section 28 shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of any of the Loans, the expiration or termination of the Letters of Credit and the Total
Revolving Commitment or the invalidity or unenforceability of any term or provision of this Deed.
All amounts due under this Section 28 shall be payable within 30 days of written demand (including
back-up documentation supporting such reimbursement request) to Grantor given in accordance with
Section 16 hereof.
29. Additional Provisions. Notwithstanding anything contained herein to the
contrary:
(a) Where any provision of this Deed is inconsistent with any provision of Georgia law
regulating the creation or enforcement of a lien, security title, or security interest in real or
personal property including, but not by way of limitation, the Code, as amended, modified and/or
replaced from time to time, the provisions of Georgia law shall take precedence over the provisions
of this Deed, but shall not invalidate or render unenforceable any other provisions of this Deed
that can be construed in a manner consistent with Georgia law. The words “lien of this Deed” or
words of similar import shall mean the lien, security title and security interest created and
conveyed by this Deed.
(b) To the extent the laws of the State of Georgia limit (i) the availability of the exercise
of any of the remedies set forth in this Deed, including without limitation the remedies involving
a power of sale on the part of Grantee and/or the Lenders and the right of Grantee and the Lenders
to exercise self-help in connection with the enforcement of the terms of this Deed, or (ii) the
enforcement of waivers and indemnities made by Grantor, such remedies, waivers, or indemnities
shall be exercisable or enforceable, any provisions in this Deed to the
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contrary notwithstanding, if, and to the extent, permitted by the laws in force at the time of
the exercise of such remedies or the enforcement of such waivers or indemnities without regard to
the enforceability of such remedies, waivers or indemnities at the time of the execution and
delivery of this Deed.
(c) Nothing in this Deed shall be deemed to be a waiver by Grantor of the time limitations on
issuance of process set out in the Official Code of Georgia or the Rules and Regulations of the
State of Georgia.
(d) To the fullest extent permitted by applicable law, the lien, security interest and
security title of this Deed with respect to any future advances, modifications, extensions, and
renewals referred to herein and made from time to time shall have the same priority to which this
Deed otherwise would be entitled as of the date this Deed is executed and recorded without regard
to the fact that any such future advance, modification, extension, or renewal may occur after the
Deed is executed.
(e) Even though the lien, security title and security interest of this Deed shall be released
from the Collateral subject to Article I, any of the terms and provisions of this Deed that are
expressly intended to survive, shall nevertheless survive the release or satisfaction of this Deed
whether voluntarily granted by Grantee or the Lenders, as a result of a judicial or non-judicial
foreclosure of this Deed or in the event a deed in lieu of foreclosure is granted by Grantor to
Grantee and/or the Lenders.
(f) Any receiver appointed under this Deed shall have all of the usual powers and duties of
receivers pursuant to Georgia common and statutory law, including, but not limited to, Official
Code of Georgia Sections 9-8-1 through 9-8-14, as amended, modified and/or replaced from time to
time.
(g) It is the intent of the parties to secure payment of the First Priority Obligations. The
total amount of the First Priority Obligations may decrease or increase from time to time. It is
expressly agreed that the First Priority Obligations may from time to time be reduced to a zero
balance without such repayment operating to extinguish or release the lien, security title and
security interest created by this Deed. This Deed shall remain in full force and effect as to any
subsequent future advances made after the zero balance without loss of any priority until the First
Priority Obligations are paid in full and satisfied and all agreements between Grantor and Grantee
for further advances have been terminated and this Deed released of record.
30. Compliance with Applicable Law. Anything elsewhere herein contained to the contrary
notwithstanding,
(a) Non-Residential Status of Secured Collateral. Grantor represents and warrants to
Grantee and the other Secured Parties that none of the Collateral is to be used as a dwelling place
by Grantor at the time this Deed is entered into and, accordingly, the notice requirement of
O.C.G.A. §§44-14-162.2 and 44-14-162.3 shall not be applicable to any exercise of the power of sale
contained in this Deed.
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(b) Commercial Transaction. The interest of Grantee hereunder and the obligations of
Grantor for the First Priority Obligations arise from the “commercial transaction” within the
meaning of O.C.G.A. § 44-14-260(1). Accordingly, pursuant to O.C.G.A. § 00-00-000, Grantor waives
any and all rights which Grantor may have to notice prior to seizure by Grantee of any interest in
personal property of Grantor which constitutes part of the Collateral, whether such seizure is by
writ of possession or otherwise, and also waives the requirement for any bond in connection with
any writ of immediate possession sought by Grantee.
(c) All agreements between Grantor and Grantee are expressly limited so that in no event
whatsoever shall the amount paid or agreed to be paid to Grantee exceed the highest lawful rate of
interest permissible under the laws of the State of Georgia. If, from any circumstances
whatsoever, fulfillment of any provision hereof or in the Loan Documents at the time performance of
such provision shall be due, shall involve the payment of interest exceeding the highest rate of
interest permitted by law which a court of competent jurisdiction may deem applicable hereto, then,
ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of interest
permissible under the laws of the State of Georgia; and if for any reason whatsoever Grantee shall
ever receive as interest an amount which would be deemed unlawful such interest shall be applied to
the payment of the last maturing installment or installments of the First Priority Obligations
(whether or not then due and payable) and not to the payment of interest.
31. Intercreditor Agreement. Notwithstanding anything to the contrary contained in this
Deed, the Liens and rights granted pursuant to this Deed shall be as set forth in, and subject to
the terms and conditions of, the Intercreditor Agreement. In the event of any conflict between
this Deed and the Intercreditor Agreement, the Intercreditor Agreement shall control, and no right,
power, or remedy granted to Grantee hereunder or under any other Loan Document shall be exercised
by Grantee, and no direction shall be given by Grantee in contravention of the Intercreditor
Agreement
(SIGNATURE PAGE FOLLOWS)
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Signed, sealed and delivered in the presence of: |
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GRANTOR: |
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DELTA AIR LINES, INC., a |
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Delaware
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corporation |
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By: |
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Notary Public
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[AFFIX CORPORATE SEAL] |
SCHEDULE A
LEGAL DESCRIPTION
Parcel 1, A-3 Building and parking:
Tract 1:
Tax parcel 14 -0127-LL-111-5
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000, 00xx Xxxxxxxx, Xxxxxx
Xxxxxx, Xxxxxxx, and being more particularly described as follows:
BEGIN at a pk nail found at the intersection of the northerly right-of-way line of International
Boulevard, having a 50' wide right-of-way, and the common line between that parcel now or formerly
owned by Hospitality Properties, Inc. and that parcel described herein, said pk nail being the
POINT OF BEGINNING; THENCE run along said common property line, North 33 degrees 09 minutes 12
seconds West for a distance of 561.64 feet to a point at the intersection of said common line and
the southerly right-of-way line of Interstate Highway 85, having a variable width right-of-way;
THENCE along said southerly right-of-way line the following courses and distances: THENCE along a
curve to the right having a radius of 11309.16 feet and an arc length of 373.41 feet, being
subtended by a chord of North 65 degrees 53 minutes 57 seconds East for a distance of 373.40 feet
to a point; THENCE North 66 degrees 54 minutes 38 seconds East for a distance of 37.05 feet to a 1"
capped pipe found; THENCE leaving said southerly right-of-way line, run South 01 degrees 33 minutes
58 seconds West for a distance of 573.48 feet to a 1/2" rebar found on the northerly right-of-way
line of International Boulevard; THENCE run along said northerly right-of-way line South 39 degrees
10 minutes 13 seconds West for a distance of 82.49 feet to the POINT OF BEGINNING.
SAID TRACT OR PARCEL OF LAND contains 2.955 acres, as more fully shown and delineated as Tract 1 on
that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American Express Travel
Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance Company and Lawyers
Title Insurance Company, prepared by X.X. Xxxxxxxx, Georgia Registered Land Surveyor No. 1550 of
Post, Xxxxxxx, Xxxxx & Xxxxxxxx, Inc., dated November 23, 2004.
Tract 2:
Tax parcels 14 -0127-LL-074-5 and 14 -0127-LL-100-8
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000, 00xx Xxxxxxxx, Xxxxxx
Xxxxxx, Xxxxxxx, and being more particularly described as follows:
COMMENCE at a nail & cap found at the intersection of the westerly right-of-way line of Lang
Avenue, having a 40' wide right-of-way, and the southerly right-of-way line of International
Boulevard, having a 50' wide right-of-way; THENCE North 01 degree 58 minutes 20 seconds East for a
distance of 25.04 feet to a point in the middle of International Boulevard; THENCE North 01 degree
14 minutes 20 seconds East for a distance of 25.06 feet to a pk nail set on the northerly
right-of-way line of International Boulevard, said pk nail being the POINT OF BEGINNING; THENCE run
along said northerly right-of-way line along a curve to the left having a radius of 434.26 feet and
an arc length of 380.43 feet, being subtended by a chord of South 69 degrees 57 minutes 10 seconds
West for a distance of 368.38 feet to a 1/2" rebar found; THENCE North 01 degree 33 minutes 58
seconds East for a distance of 573.48 feet to a 1" capped pipe found on the southerly right-of-way
line of Interstate Highway 85, having a variable width right-of-way; THENCE run along said
southerly right-of-way line the following courses and distances: THENCE North 66 degrees 54
minutes 40 seconds East for a distance of 330.03 feet to a point, said point being located South 75
degrees 50 minutes 17 seconds West a distance of 0.7 feet from a broken concrete monument found;
THENCE South 88 degrees 43 minutes 59 seconds East for a distance of 51.76 feet to a concrete
monument found; THENCE South 72 degrees 20 minutes 19 seconds East for a distance of 28.78 feet to
a 1/2" rebar set; THENCE leaving said southerly right-of-way line run South 01 degrees 16 minutes 06
seconds West for a distance of 225.15 feet to a point; THENCE South 87 degrees 30 minutes 15
seconds East for a distance of 126.24 feet to a point; THENCE along a curve to the right having a
radius of 277.51 feet and an arc length of 30.18 feet, being subtended by a chord of South 84
degrees 59 minutes 45 seconds East for a distance of 30.16 feet to a point; THENCE South 01 degrees
14 minutes 00 seconds West for a distance of 346.72 feet to a 1/2" rebar set on the northerly
right-of-way line of Xxxxxx Street, having a 50' wide right-of-way; THENCE run along said northerly
right-of-way line North 85 degrees 34 minutes 27 seconds West for a distance of 156.53 feet to a pk
nail set; THENCE North 88 degrees 12 minutes 27 seconds West for a distance of 40.06 feet to the
POINT OF BEGINNING.
SAID TRACT OR PARCEL OF LAND contains 6.095 acres, as more fully shown and delineated as Tract 2 on
that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American Express Travel
Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance Company and Lawyers
Title Insurance Company, prepared by X.X. Xxxxxxxx, Georgia Registered Land Surveyor No. 1550 of
Post, Xxxxxxx, Xxxxx & Xxxxxxxx, Inc., dated November 23, 2004.
Tract 3:
The northern portion of tax parcel 14 -0127-LL-105-7
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000, 00xx Xxxxxxxx, Xxxxxx
Xxxxxx, Xxxxxxx, and being more particularly described as follows:
BEGIN at a 1/2" rebar found at the intersection of the southerly right-of-way line of Xxxxxxxxxx
Drive, having a variable width right-of-way, and the westerly right-of-way line of Xxxxxx Street,
having a 40' wide right-of-way, said 1/2" rebar being the POINT OF BEGINNING; THENCE run along said
westerly right-of-way line the following courses and distances: THENCE South 17 degrees 56 minutes
46 seconds West for a distance of 150.02 feet to a 1/2" rebar set; THENCE
2
South 18 degrees 06 minutes 00 seconds West for a distance of 40.01 feet to a 1/2" rebar set; THENCE
leaving said westerly right-of-way line, run North 72 degrees 16 minutes 20 seconds West for a
distance of 152.40 feet to a point; THENCE North 72 degrees 16 minutes 10 seconds West for a
distance of 99.28 feet to a point; THENCE along a curve to the left having a radius of 277.51 feet
and an arc length of 59.63 feet, being subtended by a chord of North 75 degrees 46 minutes 16
seconds West for a distance of 59.52 feet to a point; THENCE along a curve to the left having a
radius of 277.51 feet and an arc length of 30.18 feet, being subtended by a chord of North 84
degrees 59 minutes 45 seconds West for a distance of 30.16 feet to a point; THENCE North 87 degrees
30 minutes 15 seconds West for a distance of 126.24 feet to a point; THENCE North 01 degrees 16
minutes 06 seconds East for a distance of 225.15 feet to a 1/2" rebar set on the southerly
right-of-way line of Xxxxxxxxxx Drive; THENCE along said southerly right-of-way line the following
courses and distances: THENCE South 72 degrees 10 minutes 00 seconds East for a distance of 208.08
feet to a 1/2" rebar set; THENCE North 08 degrees 14 minutes 20 seconds East for a distance of 19.03
feet to a 1/2" rebar set; THENCE South 72 degrees 01 minutes 50 seconds East for a distance of 171.95
feet to a 1/2" rebar set; THENCE South 72 degrees 13 minutes 33 seconds East for a distance of 150.05
feet to the POINT OF BEGINNING.
SAID TRACT OR PARCEL OF LAND contains 2.201 acres, as more fully shown and delineated as Tract 3 on
that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American Express Travel
Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance Company and Lawyers
Title Insurance Company, prepared by X.X. Xxxxxxxx, Georgia Registered Land Surveyor No. 1550 of
Post, Xxxxxxx, Xxxxx & Xxxxxxxx, Inc., dated November 23, 2004.
Tract 4:
The southern portion of tax parcel 14 -0127-LL-105-7
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000, 00xx Xxxxxxxx, Xxxxxx
Xxxxxx, Xxxxxxx, and being more particularly described as follows:
BEGIN at a 1/2" rebar found at the intersection of the westerly right-of-way line of Xxxxxx Street,
having a 40' wide right-of-way, and the northerly right-of-way line of Xxxxxx Street, having a 50'
wide right-of-way, said 1/2" rebar being the POINT OF BEGINNING; THENCE along said northerly
right-of-way line the following courses and distances: THENCE along a curve to the left having a
radius of 608.68 feet and an arc length of 103.64 feet, being subtended by a chord of North 77
degrees 25 minutes 50 seconds West for a distance of 103.51 feet to a point; THENCE North 86
degrees 07 minutes 40 seconds West for a distance of 111.97 feet to a point; THENCE leaving said
northerly right-of-way line, run North 01 degrees 14 minutes 00 seconds East for a distance of
346.72 feet to a point; THENCE along a curve to the right having a radius of 277.51 feet and an arc
length of 59.63 feet, being subtended by a chord of South 75 degrees 46 minutes 16 seconds East for
a distance of 59.52 feet to a point; THENCE South 72 degrees 16 minutes 10 seconds East for a
distance of 99.28 feet to a point; THENCE South 72 degrees 16 minutes 20 seconds East for a
distance of 152.40 feet to a point on the westerly right-of-way line
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of Xxxxxx Street; THENCE along said westerly right-of-way line, South 17 degrees 53 minutes 20
seconds West for a distance of 299.96 feet to the POINT OF BEGINNING.
SAID TRACT OR PARCEL OF LAND contains 1.908 acres, as more fully shown and delineated as Tract 4 on
that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American Express Travel
Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance Company and Lawyers
Title Insurance Company, prepared by X.X. Xxxxxxxx, Georgia Registered Land Surveyor No. 1550 of
Post, Xxxxxxx, Xxxxx & Xxxxxxxx, Inc., dated November 23, 2004.
Tax parcel 14 -0098-LL-022-9
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxxx 00 xxx 00, 00xx Xxxxxxxx,
Xxxxxx Xxxxxx, Xxxxxxx, and being more particularly described as follows:
COMMENCING at a point at the intersection of the northwesterly right-of-way of Atlanta Avenue
(right-of-way varies) and the southwesterly right-of-way of Xxxx Xxxxx Drive (65 feet
right-of-way); proceeding thence northwesterly along said right-of-way of Xxxx Xxxxx Drive a
distance of 260.76 feet to 3/8" rebar found, said point being the POINT OF BEGINNING; thence leaving
said right-of-way of Xxxx Xxxxx Drive and proceeding South 31 degrees 47 minutes 51 seconds West a
distance of 452.92 feet to a 5/8" rebar found on the northerly right-of-way of Airport Loop Road
(right-of-way varies), said rebar found 0.36 feet South and 0.82 feet East from 1/2" rebar found;
thence proceeding along said right-of-way of Xxxxxxx Xxxx Xxxx Xxxxx 00 degrees 09 minutes 50
seconds West a distance of 250.00 feet to a 5/8" rebar found; thence leaving said right-of-way of
Airport Loop Road and proceeding North 31 degrees 47 minutes 51 seconds East a distance of 452.78
feet to a 5/8" rebar found on the southwesterly right-of-way of Xxxx Xxxxx Drive; thence proceeding
South 58 degrees 11 minutes 48 seconds East a distance of 250.00 feet to the POINT OF BEGINNING.
SAID TRACT OR PARCEL OF LAND contains 113,213 square feet or 2.5990 acres, as more fully shown and
delineated on that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American
Express Travel Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance
Company, and Lawyers Title Insurance Corporation, prepared by Xxx X. Xxxxx, Georgia Registered Land
Surveyor No. 2768 of Xxxxxx Xxxxxx and Associates, Inc., dated November 19, 2004, revised November
23, 2004.
Tax parcel 14 -0098-LL-023-7
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxxx 00 xxx 00, 00xx Xxxxxxxx,
Xxxxxx Xxxxxx, Xxxxxxx, and being more particularly described as follows:
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COMMENCING at a point at the intersection of the northwesterly right-of-way of Atlanta Avenue
(right-of-way varies) and the southwesterly right-of-way of Xxxx Xxxxx Drive (65 feet
right-of-way); proceeding thence northwesterly along said right-of-way of Xxxx Xxxxx Drive a
distance of 260.76 feet to 3/8" rebar found; thence continuing along said right-of-way of Xxxx Xxxxx
Drive North 58 degrees 11 minutes 48 seconds West a distance of 250.00 feet to a 5/8" rebar found,
said point being the POINT OF BEGINNING; thence leaving said right-of-way of Xxxx Xxxxx Drive and
proceeding South 31 degrees 47 minutes 51 seconds West a distance of 452.78 feet to a 5/8" rebar
found on the northerly right-of-way of Airport Loop Road (right-of-way varies); thence proceeding
along said right-of-way of Xxxxxxx Xxxx Xxxx Xxxxx 00 degrees 09 minutes 50 seconds West a distance
of 914.38 feet to a 1/2" rebar found; thence leaving said right-of-way of Airport Loop Road and
proceeding North 31 degrees 40 minutes 39 seconds East a distance of 452.26 feet to a 1/2" rebar
found on the southwesterly right-of-way of Xxxx Xxxxx Drive; thence proceeding along said
right-of-way of Xxxx Xxxxx Drive South 58 degrees 11 minutes 48 seconds East a distance of 915.33
feet to the POINT OF BEGINNING.
SAID TRACT OR PARCEL OF LAND contains 413,989 square feet or 9.5038 acres, as more fully shown and
delineated on that ALTA/ACSM Land Title Survey for General Electric Capital Corporation, American
Express Travel Related Services Company, Inc., Delta Air Lines, Inc., Chicago Title Insurance
Company and Lawyers Title Insurance Corporation, prepared by Xxx X. Xxxxx, Georgia Registered Land
Surveyor No. 2768 of Xxxxxx Xxxxxx and Associates, Inc., dated November 19, 2004, revised November
23, 2004.
Tax parcels 14 -0098-LL-031-0 and 14 -0098-0006-047-9
ALL THAT TRACT or parcel of land lying and being in Land Xxx 00 xx xxx 00xx Xxxxxxxx,
Xxxx of Hapeville, Xxxxxx County, Georgia, and being more particularly described as follows:
BEGIN at a brass right-of-way marker found, Marked AP104, on the northeastern right-of-way line of
Xxxx Xxxxx Drive (having a 65 foot right-of-way width), said brass marker being North 1330864.2320
East 2220756.8840 on the Georgia State Plane Coordinate System, North American Datum of 1983,
thence leaving said northeastern right-of-way line, run in a generally northeasterly direction
along the southeastern boundary line of property now or formerly owned by Delta Air Lines, Inc.,
the following courses and distances: North 43 degrees 28 minutes 23 seconds East a distance of
153.78 feet to an iron pin found; North 22 degrees 53 minutes 04 seconds East a distance of 49.53
feet to a point; North 42 degrees 14 minutes 42 seconds East a distance of 184.99 feet to a point;
thence continuing along said southeastern boundary line of property now or formerly owned by Delta
Air Lines, Inc., North 42 degrees 26 minutes 56 seconds East a distance of 643.57 feet to a point,
thence leaving said boundary lines of property, run South 54 degrees 21 minutes 55 seconds East a
distance of 67.53 feet to a point; thence North 40 degrees 40 minutes 28 seconds East a distance of
170.75 feet to a point on the southwestern right-of-way line of Central Avenue (having a variable
right-of-way width); run thence along said southwestern right-of-way line in a generally
southeasterly direction, the
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following courses and distances: South 54 degrees 54 minutes 58 seconds East a distance of 61.15
feet to a point; South 38 degrees 10 minutes 18 seconds West a distance of 25.03 feet to a point;
South 54 degrees 46 minutes 24 seconds East a distance of 40.06 feet to a point; thence along the
southwestern right-of-way line of Central Avenue, South 54 degrees 46 minutes 24 seconds East a
distance of 191.63 feet to an iron pin found; thence along the southwestern right-of-way line of
Central Avenue, South 54 degrees 46 minutes 24 seconds East a distance of 497.29 feet to an iron
pin set; thence leaving said southwestern right-of-way line, run along the northwestern boundary
line of property now or formerly a “City Park” South 35 degrees 13 minutes 31 seconds West a
distance of 239.53 feet to an iron pin set, run thence along the northern and western boundary line
of property now or formerly owned by First National Bank of Atlanta in a generally northwesterly,
southwesterly and southeasterly direction the following courses and distances: North 88 degrees 59
minutes 11 seconds West a distance of 78.48 feet to an iron pin found; North 73 degrees 57 minutes
36 seconds West a distance of 54.39 feet to an iron pin found; South 76 degrees 51 minutes 42
seconds West a distance of 147.41 feet to an iron pin found; South 70 degrees 23 minutes 26 seconds
West a distance of 64.07 feet to an iron pin found; South 67 degrees 47 minutes 00 seconds West a
distance of 72.40 feet to an iron pin found; South 74 degrees 31 minutes 22 seconds West a distance
of 249.00 feet to an iron pin found; South 16 degrees 44 minutes 46 seconds West a distance of
154.29 feet to an iron pin found; South 03 degrees 13 minutes 44 seconds East a distance of 210.34
feet to an iron pin found; and South 32 degrees 01 minutes 39 seconds West a distance of 96.77 feet
to an iron pin found on the northeastern right-of-way line of Xxxx Xxxxx Drive run thence along
said northeastern right-of-way line in a generally northwesterly direction, the following courses
and distances: North 58 degrees 04 minutes 40 seconds West a distance of 534.66 feet to an iron
pin found and North 58 degrees 04 minutes 30 seconds West a distance of 191.35 feet to a brass
right-of-way marker found, marked AP104, said brass marker being the POINT OF BEGINNING.
SAID TRACT OR PARCEL OF LAND contains 17.97065 acres, as more fully shown and delineated on that
ALTA/ACSM Land Title Survey entitled “Delta Reservations Center, 000 Xxxxx Xxxxxxx Xxxxxx” for
Delta Air Lines, Inc., General Electric Capital Corporation, American Express Travel Related
Services Company, Inc., Chicago Title Insurance Company and Lawyers Title Insurance Corporation,
prepared by X.X. Xxxxxxxx, Georgia Registered Land Surveyor No. 1550 of Post, Xxxxxxx, Xxxxx &
Xxxxxxxx, Inc., dated November 23, 2004.
Parcel 0 (Xxxx xx Xxxx Xxx.), Xxxxx One:
Tax parcel 14 -0127-LL-112-3
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000, Xxxxxxxx 00, Xxxxxx Xxxxxx,
Xxxxxxx, and being more particularly described as follows:
BEGINNING at a nail set located at the intersection of the easterly right-of-way (R/W) of Lang
Avenue (40'R/W) with the southerly R/W of Xxxxxx Street (50'R/W); THENCE continue along the
southerly R/W of Xxxxxx Xxxxxx X00x00'00"X 167.62' to an IPF; THENCE leaving said R/W
6
S01°44'10"W 150.88' to a nail set; THENCE S87°41'00"E 166.50' to a nail set located on the westerly
R/W of Xxxxxx Street 40'R/W; THENCE continue along said R/W along a curve to the left an arc
distance of 50.00' (said curve being subtended by a chord bearing of S04°40'10"W and a chord
distance of 50.00' having a radius of 1,020.63') to a point; THENCE continue along said R/W
S03°29'20"W 49.97' to a point; THENCE continue along said R/W S02°23'30"W 49.97' to a point; THENCE
continue along said R/W S02° 34'30"W 49.94' to a nail set; THENCE leaving said R/W N87°36'15"W
162.50' to an IPF; THENCE continue N87°35'42"W 166.39' to a nail set located on the easterly R/W of
Lang Avenue; THENCE continue along the easterly R/W of Lang Avenue N02°00'00"E 198.80' to an IPF;
THENCE continue along said R/W N01°29'30"E 155.80' to a nail set and the Point of Beginning.
SAID TRACT OR PARCEL OF LAND contains 2.101 acres, as more fully shown and delineated as Parcel 9
(East of Lang Ave.), Tract One, on that ALTA/ACSM Land Title Survey for Delta Air Lines, Inc.,
General Electric Capital Corporation, as Collateral Agent, American Express Travel Related Services
Company, Inc., as Collateral Agent, Lawyers Title Insurance Corporation, Chicago Title Insurance
Company and LandAmerica National Commercial Services, prepared by Xxxxxx X. Xxxxxxx, Xx., Georgia
Registered Land Surveyor No. 1331 of Bostwick, Duke, Xxxxxx & Worthy, Inc., dated November 16,
2004, revised November 23, 2004.
Parcel 0 (Xxxx xx Xxxx Xxx.), Xxxxx Xxx:
Tax parcel 14 -0127-LL-113-1
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 000, Xxxxxxxx 00, Xxxxxx Xxxxxx,
Xxxxxxx, and being more particularly described as follows:
Commence at a nail set located at the intersection of the easterly right-of-way (R/W) of Lang
Avenue (40'R/W) with the southerly R/W of Xxxxxx Street (50'R/W); THENCE continue along the
southerly R/W of Xxxxxx Xxxxxx X00x00'00"X 167.62' to an IPF and the POINT OF BEGINNING; THENCE
continue along said R/W S88°34'09"E 50.35' to a nail set; THENCE Continue along said R/W on a curve
to the right an arc distance of 140.74' (said curve being subtended by a chord bearing of
S79°30'11"E and a chord distance of 140.47' having a radius of 652.48') to an IPF located at
intersection of the southerly R/W of Xxxxxx Street with the westerly R/W of Xxxxxx Street (40'R/W);
THENCE along the westerly R/W of Xxxxxx Street along a curve to the left an arc distance of 133.51'
(said curve being subtended by a chord bearing of S11°31'46"W and a chord distance of 133.38'
having a radius of 892.60') to a nail set; THENCE leaving said R/W N87°41'00"W 166.50' to a nail
set; THENCE N01°44'10"E 150.88' to an IPF located on the southerly R/W of Xxxxxx Street and the
Point of Beginning.
SAID TRACT OR PARCEL OF LAND contains 0.595 acres, as more fully shown and delineated as Parcel 0
(Xxxx xx Xxxx Xxx.), Xxxxx Xxx, xx that ALTA/ACSM Land Title Survey for Delta Air Lines, Inc.,
General Electric Capital Corporation, as Collateral Agent, American Express Travel Related Services
Company, Inc., as Collateral Agent, Lawyers Title Insurance Corporation, Chicago Title Insurance
Company and LandAmerica National Commercial
7
Services, prepared by Xxxxxx X. Xxxxxxx, Xx., Georgia Registered Land Surveyor No. 1331 of
Bostwick, Duke, Xxxxxx & Worthy, Inc., dated November 16, 2004, revised November 23, 2004.
Camp Creek Employee Parking Lot:
Tax parcels 13 -0005-LL-001-7 and 13 -0005-LL-004-1
ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Xxx 0, 00xx Xxxxxxxx, Xxxxxx
Xxxxxx Xxxxxxx and being more particularly described as follows:
BEGINNING at a 1-inch open top found at the intersection of the northern right-of-way line First
Avenue (50 foot R/W) and the former eastern right-of-way line of Xxxxxx Place (50 foot R/W) (said
point of beginning having a Georgia Xxxxx Xxxxx (Xxxx Xxxx) XXX 0000 value of north 1324738.53 and
east 2205719.90); thence along said eastern right-of-way line North 17 degrees 44 minutes 17
seconds West a distance of 682.52 feet to a iron pin set; thence leaving said right-of-way line
North 88 degrees 14 minutes 22 seconds East a distance of 225.08 feet to a iron pin set; thence
North 41 degrees 57 minutes 59 seconds East a distance of 490.58 feet to a iron pin set; thence
South 48 degrees 10 minutes 02 seconds East a distance of 40.50 feet to a iron pin set; thence
North 41 degrees 57 minutes 59 seconds East a distance of 98.77 feet to a iron pin set; thence
North 48 degrees 10 minutes 02 seconds West a distance of 40.50 feet to a iron pin set; thence
North 41 degrees 57 minutes 59 seconds East a distance of 336.04 feet to a iron pin set; thence
North 01 degrees 45 minutes 38 seconds West a distance 316.62 feet to a iron pin set; thence North
38 degrees 32 minutes 09 seconds West a distance of 256.40 feet to an iron pin set; thence North 01
degrees 45 minutes 38 seconds West a distance of 41.76 feet to a iron pin set; thence North 38
degrees 32 minutes 09 seconds West a distance of 396.02 feet to an iron pin set; thence North 29
degrees 25 minutes 41 seconds West a distance of 204.83 feet to an iron pin set; thence along the
arc of a curve to the right (said curve having a radius of 29.30 feet with a chord length of 50.56
feet on a bearing of North 30 degrees 12 minutes 07 seconds East) an arc distance of 60.99 feet to
a iron pin set on the southern right-of-way line of Northwest Drive (50 foot R/W); thence along
said right-of-way line North 89 degrees 49 minutes 55 seconds East a distance of 365.00 feet to a
iron pin set; thence leaving said right-of-way line South 15 degrees 10 minutes 33 seconds East a
distance of 173.87 feet to a iron pin set; thence South 89 degrees 53 minutes 25 seconds East a
distance of 70.03 feet to an iron pin set; thence North 22 degrees 32 minutes 55 seconds East a
distance of 182.43 feet to an iron pin set on the southern right-of-way line of said Northwest
Drive; thence along said right-of-way line North 89 degrees 49 minutes 55 seconds East a distance
of 268.38 feet to an iron pin set; thence leaving said right-of-way line South 00 degrees 32
minutes 07 seconds East a distance of 33.09 feet to an iron pin set; thence along the arc of a
curve to the right (said curve having a radius of 350.00 feet with a chord length of 478.49 feet on
a bearing of South 44 degrees 52 minutes 56 seconds East) an arc distance of 526.83 feet to a iron
pin set; thence South 01 degrees 45 minutes 38 seconds East a distance of 243.54 feet to an iron
pin set; thence South 88 degrees 14 minutes 22 seconds West a distance of 24.00 feet to an iron pin
set; thence South 01 degrees 45 minutes 38 seconds East a distance of 1829.99 feet to an iron pin
set on the northern right-of-way line of said First Avenue;
8
thence along said right-of-way line South 88 degrees 14 minutes 22 seconds West a distance of 91.00
feet to an iron pin set; thence along said right-of-way line North 89 degrees 49 minutes 34 seconds
West a distance of 150.15 feet to an iron pin set; thence along said right-of-way line North 89
degrees 29 minutes 41 seconds West a distance of 1098.02 feet to a 1-inch open top found and the
TRUE POINT OF BEGINNING.
SAID TRACT OR PARCEL OF LAND contains 57.558 acres, as more fully shown and delineated on that
Property Survey for Delta Air Lines, Inc., entitled “Delta Parking Lot,” prepared by Xxxxxxx X.
Xxxxx, Xx., Georgia Registered Land Surveyor No. 1445 of Metro Engineering and Surveying Co., Inc.,
dated November 5, 2004, revised November 23, 2004.
Access Easement:
TOGETHER WITH the Access Easement appurtenant to the foregoing Parcel 7 by virtue of that Limited
Warranty Deed from Gateway Airport Associates, L.P. to Delta Air Lines, Inc., dated March 21, 1997,
filed March 24, 1997, recorded in Deed Book 22352, Page 255, aforesaid records, over and across the
following Access Easement Area:
ALL THAT TRACT OR PARCEL OF LAND, lying and being in Land Xxx 0 xx xxx 00xx Xxxxxxxx xx
Xxxxxx Xxxxxx, Xxxxxxx being more particularly described as follows:
Commencing at the former intersection of the northeasterly right-of-way line of Oak Hill Drive (50
foot right-of-way) and the northern right-of-way line of Northwest Drive (50 foot right-of-way) and
running thence in a northeasterly direction along said northern right-of-way line of Northwest
Drive a distance of 801.86 feet to a point along the northern right-of-way of Northwest Drive, said
point being THE TRUE POINT OF BEGINNING; thence leaving said right-of-way and running North 00
degrees 32 minutes 07 seconds East a distance of 233.45 feet to a point on the southern
right-of-way line of Camp Creek Parkway (variable width right-of-way) and also being located on the
land lot line common to Land Xxx 0 xx xxx 00xx Xxxxxxxx and Land Xxx 000 xx xxx 00xx Xxxxxxxx xx
Xxxxxx Xxxxxx; thence easterly along said right-of-way and common land lot line South 89 degrees 27
minutes 53 seconds East a distance of 100.0 feet to a point; thence leaving said right-of-way and
common land lot line and running South 00 degrees 32 Minutes 07 seconds West a distance of 232.22
feet to a point on the northern right of way line of Northwest Drive (50 foot right-of-way); thence
running in a southwesterly direction along said right-of-way line a distance of 100.01 feet to a
point, said point being the TRUE POINT OF BEGINNING.
SAID ACCESS EASEMENT AREA contains 0.5345 acre, as more fully shown and delineated as
Ingress/Egress Drive Easement on that Property Survey for Delta Air Lines, Inc., entitled “Delta
Parking Lot,” prepared by Xxxxxxx X. Xxxxx, Xx., Georgia Registered Land Surveyor No. 1445 of Metro
Engineering and Surveying Co., Inc., dated November 5, 2004, revised November 23, 2004.
9
3425 & 0000 Xxxxxx Xxxxxx:
0000 Xxxxxx Xxxxxx:
Tax parcel 14 -0127-0003-040-2
ALL THAT TRACT OF LAND lying and being in the City of Hapeville, Land Xxx 000 xx xxx
00xx Xxxxxxxx xx Xxxxxx Xxxxxx, Xxxxxxx, being more particularly described as follows:
TO FIND THE TRUE POINT OF BEGINNING, BEGIN at an iron pin found at the intersection of the southern
right-of-way line of Orchard Street (40 foot right-of-way) with the western right-of-way line of
Xxxxxx Street (40 foot right-of-way), said iron pin located at a point having State Plane
Coordinates, Xxxxxxx Xxxx Zone (NAD 83) of North 1,331,523.97 and East 2,219,436.72, and run thence
along said right-of-way of Xxxxxx Street the following courses and distances: North 0 degrees 41
minutes 08 seconds West 40.03 feet to a 1" open top pipe located at the intersection of the
northern right-of-way line of Orchard Street (40 foot right-of-way) with the western right-of-way
line of Xxxxxx Street (40 foot right-of-way); North 1 degree 39 minutes 42 seconds East 50.04 feet
to a 1" crimped top pipe found; North 1 degree 26 minutes 44 seconds East 50.02 feet to a 1" open
top pipe found; North 1 degree 10 minutes 23 seconds East 50.00 feet to a computed point, said
computed point being the TRUE POINT OF BEGINNING; from the TRUE POINT OF BEGINNING as thus
established, continue along said right-of-way line of Xxxxxx Street North 1 degree 10 minutes 23
seconds East 50.00 feet to a 1/2" rebar set; thence leave said right-of-way line of Xxxxxx Street and
run North 88 degrees 46 minutes 39 seconds West 162.50 feet to a 1/2" rebar found; thence run South 0
degrees 58 minutes 33 seconds West 49.96 feet to a computed point; thence run South 88 degrees 45
minutes 46 seconds East 162.33 feet to the TRUE POINT OF BEGINNING.
SAID TRACT OR PARCEL OF LAND contains 8,117 square feet, as more fully shown and delineated as 0000
Xxxxxx Xxxxxx (Lot 89) on that ALTA/ACSM Land Title Survey for General Electric Capital
Corporation, American Express Travel Related Services Company, Inc., Delta Air Lines, Inc., Chicago
Title Insurance Company, and Lawyers Title Insurance Corporation, prepared by X.X. Xxxxxxxx,
Georgia Registered Land Surveyor No. 1550 of Post, Xxxxxxx, Xxxxx & Xxxxxxxx, Inc., dated November
23, 2004.
0000 Xxxxxx Xxxxxx:
Tax parcel 14 -0127-0003-041-0
ALL THAT TRACT OF LAND lying and being in the City of Hapeville, Land Xxx 000 xx xxx
00xx Xxxxxxxx xx Xxxxxx Xxxxxx, Xxxxxxx, being more particularly described as follows:
TO FIND THE TRUE POINT OF BEGINNING, BEGIN at an iron pin found at the intersection of the southern
right-of-way line of Orchard Street (40 foot right-of-way) with the western right-of-way line of
Xxxxxx Street (40 foot right-of-way), said iron pin located at a point having State Plane
Coordinates, Xxxxxxx Xxxx Zone (NAD 83) of North 1,331,523.97 and East 2,219,436.72,
10
and run thence along said right-of-way of Xxxxxx Street the following courses and distances: North
0 degrees 41 minutes 08 seconds West 40.03 feet to a 1" open top pipe located at the intersection
of the northern right-of-way line of Orchard Street (40 foot right-of-way) with the western
right-of-way line of Xxxxxx Street (40 foot right-of-way); North 1 degree 39 minutes 42 seconds
East 50.04 feet to a 1" crimped top pipe found; North 1 degree 26 minutes 44 seconds East 50.02
feet to a 1" open top pipe found; said open top pipe being the TRUE POINT OF BEGINNING; from the
TRUE POINT OF BEGINNING as thus established, leave said right-of-way line of Xxxxxx Street and run
North 88 degrees 44 minutes 52 seconds West 162.16 feet to a 1/2" rebar found, thence run North 0
degrees 58 minutes 33 seconds East 49.96 feet to a computed point, thence run South 88 degrees 45
minutes 46 seconds East 162.33 feet to a computed point located on said right-of-way line of Xxxxxx
Street, thence along said right-of-way line of Xxxxxx Street run South 1 degree 10 minutes 23
seconds West 50.00 feet to the TRUE POINT OF BEGINNING.
SAID TRACT OR PARCEL OF LAND contains 8,109 square feet, as more fully shown and delineated as 0000
Xxxxxx Xxxxxx (Lot 88) on that ALTA/ACSM Land Title Survey for General Electric Capital
Corporation, American Express Travel Related Services Company, Inc., Delta Air Lines, Inc., Chicago
Title Insurance Company, and Lawyers Title Insurance Corporation, prepared by X.X. Xxxxxxxx,
Georgia Registered Land Surveyor No. 1550 of Post, Xxxxxxx, Xxxxx & Xxxxxxxx, Inc., dated November
23, 2004.
11
EXHIBIT B
THIS FIRST LIEN SECURITY AGREEMENT is subject to the terms and provisions of the Intercreditor
Agreement, dated as of April 30, 2007 (as such agreement may be amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority
Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent for
the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the Guarantors
(as defined below).
FIRST LIEN SECURITY AGREEMENT
FIRST LIEN SECURITY AGREEMENT, dated as of April 30, 2007 (as this agreement may be amended,
restated, amended and restated, supplemented or otherwise modified from time to time, this
“Agreement”), by and among DELTA AIR LINES, INC., a Delaware corporation (the
“Borrower”), and all of the direct and indirect domestic subsidiaries of the Borrower
signatory hereto (the “Guarantors”, and together with the Borrower, the
“Grantors”), and JPMORGAN CHASE BANK, N.A., acting as collateral agent (in such capacity,
the “Collateral Agent”) on behalf of the First Priority Secured Parties (as defined below).
R E C I T A L S
WHEREAS, in connection with the execution and delivery of this Agreement, the Grantors are
entering into a First Lien Revolving Credit and Guaranty Agreement, dated as of the date hereof (as
such agreement may be amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “
Credit Agreement”) among the Borrower, the Guarantors and JPMorgan
Chase Bank, N.A., as administrative agent for the financial institutions party thereto (the
“
Lenders”), the Collateral Agent, UBS Securities LLC, as syndication agent, X.X. Xxxxxx
Securities Inc. and Xxxxxx Brothers Inc., as co-lead arrangers, X.X. Xxxxxx Securities Inc., Xxxxxx
Brothers Inc. and UBS Securities LLC, as joint bookrunners, CALYON New York Branch and RBS
Securities Corporation, as co-documentation agents, and the Lenders; and
acknowledged, each of the Grantors and the Collateral Agent, on behalf of the First Priority
Secured Parties (and each of their respective successors or permitted assigns), hereby agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definition of Certain Terms Used Herein. As used herein, the following
terms shall have the following meanings:
“Account Debtor” shall mean any Person who is or may become obligated to any Grantor
under, with respect to, or on account of an Account.
“Accounts” shall mean all of any Grantor’s “accounts” as such term is defined in
Article 9 of the UCC.
“Additional Grantor” shall have the meaning given to that term in Section 7.05 of this
Agreement.
“Administrative Agent” shall mean JPMorgan Chase Bank, N.A., as administrative agent
on behalf of the Lenders.
“Amex/Delta Agreements” shall mean, collectively, (i) that certain Delta American
Express Co-Branded Credit Card Program Agreement, dated as of January 1, 2001, originally among
Amex, American Express Centurion Bank, the Borrower and DLMS and (ii) that certain Membership
Rewards Agreement, dated as of January 1, 2001, among Amex, the Borrower and DLMS, in each case
together with all extensions, renewals, amendments, supplements, addenda, modifications,
substitutions and replacements thereto and thereof.
“Borrower” shall have the meaning given to that term in the first paragraph of this
Agreement.
“Card Service Agreement” shall mean that certain Airline Card Service Agreement, dated
as of January 1, 2001, between Amex and the Borrower, together with all extensions, renewals,
amendments, supplements, addenda, modifications, substitutions and replacements thereto and
thereof.
“Chattel Paper” shall mean all “chattel paper” as such term is defined in Article 9 of
the UCC.
“Collateral” shall mean, subject to Section 2.03 of this Agreement, all of any
Grantor’s right, title and interest in and to all of the following: (a) Accounts, (b) Documents,
(c) Equipment, (d) Goods, including without limitation, Goods that are or are to become Fixtures,
(e) General Intangibles, (f) Inventory, (g) Deposit Accounts, (h) Investment Property, (i)
Instruments, (j) Chattel Paper, (k) Commercial Tort Claims listed on Schedule VI (as such
schedule may be amended or supplemented from time to time), (l) Letter-of-Credit Rights that
2
constitute Supporting Obligations, (m) Supporting Obligations, (n) Intellectual Property, and
(o) to the extent not otherwise included, all Proceeds of the foregoing, in each case whether now
owned or hereafter acquired and wherever the same may be located; provided,
however, that in no event shall “Collateral” include any Excluded Property.
“Collateral Agent” shall have the meaning given to that term in the first paragraph of
this Agreement.
“Commercial Tort Claims” shall mean all “commercial tort claims”, as such term is
defined in Article 9 of the UCC, which are held or owned by any Grantor.
“Copyright License” shall mean any written agreement, now or hereafter in effect,
granting any right to any third party under any Copyright now or hereafter owned by any Grantor or
which such Grantor otherwise has the right to license, or granting any right to such Grantor under
any Copyright now or hereafter owned by any third party, and all rights of such Grantor under any
such agreement.
“Copyrights” shall mean all United States, state and foreign copyrights, including,
but not limited to, copyrights in software and databases, and all Mask Works (as defined under 17
U.S.C. 901 of the U.S. Copyright Act), whether registered or unregistered, now or hereafter in
force, and, with respect to any and all of the following: (a) all registrations and recordings
thereof and all applications in connection therewith, including, without limitation, registrations,
recordings and pending applications for registration in the United States Copyright Office listed
on Schedule I, (b) all extensions, continuations, reversions and renewals thereof, (c) all
rights corresponding thereto throughout the world, (d) all rights to xxx at law or in equity for
any past, present and future infringement, misappropriation, dilution, violation or other
impairment thereof, including, without limitation, the right to receive all income, royalties,
proceeds and damages thereof, whether now or hereafter due or payable, and (e) all payments and
royalties and rights to payments and royalties arising out of the sale, lease, license, assignment
or other disposition thereof.
“Credit Agreement” shall have the meaning given to that term in the first paragraph of
the recitals to this Agreement.
“Deposit Account” shall mean a “deposit account” as such term is defined in Article 9
of the UCC.
“DLMS” shall mean Delta Loyalty Management Services, LLC.
“Documents” shall mean all “documents” as such term is defined in Article 9 of the
UCC.
“Equipment” shall mean all of any Grantor’s “equipment” as such term is defined in the
UCC.
“Excluded Equipment” shall mean (a) Equipment financed, in whole or in part, by ARB
Indebtedness or which secures other Indebtedness permitted to be secured thereby under the Credit
Agreement to the extent the granting of a security interest in such Equipment would
3
constitute a breach or violation of a valid and effective restriction in favor of a third
party or, with respect to any such Equipment financed in whole or in part by ARB Indebtedness, give
rise to any valid and effective indemnification obligations or any valid and effective right to
terminate or commence the exercise of remedies under such restrictions and (b) aircraft, engines
and spare parts to the extent excluded from Article 9 of the UCC; provided, that “Excluded
Equipment” shall not include Proceeds, substitutions or replacements of Excluded Equipment (unless
such Proceeds, substitutions or replacements would constitute Excluded Equipment, but only to the
extent, and for so long as, such restriction is not terminated or rendered unenforceable or
otherwise deemed ineffective by the UCC or any other applicable law).
“Excluded Equity Interests” shall mean (a) any Equity Interests held by any Grantor in
(i) Delta Air Lines, Inc. and Pan American World Airways, Inc., GMBH, (ii) Guardant, Inc., (iii)
Aero Assurance Ltd., (iv) New Sky, Ltd., (v) Atlanta Airlines Terminal Corp. and (vi) ARNIC
Incorporated and (b) any Margin Stock held by any Grantor.
“Excluded Property” shall have the meaning set forth in Section 2.03.
“Excluded SkyMiles Assets” shall mean all right, title and interest of (a) DLMS in the
following property, whether now owned or at any time hereafter acquired by it: all Chattel Paper,
all Documents, all General Intangibles, all Goods, all Inventory, all Equipment, all Instruments,
all Investment Property, all Supporting Obligations and Letter of Credit Rights, and all Proceeds
of each of the foregoing, in each case to the extent related to the Amex/Delta Agreements or the
Delta SkyMiles program and (b) the Borrower in the Amex/Delta Agreements and the Card Service
Agreement; provided, however, that Excluded SkyMiles Assets shall not include any
Deposit Account or Securities Account (or any Financial Assets credited to any such account or any
Security Entitlements held in any such account).
“Financial Asset” shall mean a “financial asset” as such term is defined in Article 8
of the UCC.
“First Priority Obligations” shall have the meaning set forth in the Intercreditor
Agreement.
“First Priority Obligations Payment Date” shall have the meaning set forth in the
Intercreditor Agreement.
“First Priority Secured Parties” shall have the meaning set forth in the Intercreditor
Agreement.
“Fixtures” shall mean all “fixtures” as such term is defined in Article 9 of the UCC.
“General Intangibles” shall mean all of any Grantor’s “general intangibles” as such
term is defined in Article 9 of the UCC.
“Goods” shall have the meaning assigned to such term in Article 9 of the UCC.
“Grantors” shall have the meaning given to that term in the first paragraph of this
Agreement.
4
“Guarantors” shall have the meaning given to that term in the first paragraph of this
Agreement.
“Indemnitee” shall mean, with respect to any Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person and such Affiliates.
“Instrument” shall mean an “instrument” as such term is defined in Article 9 of the
UCC.
“Intellectual Property” shall mean all intellectual property of any Grantor of every
kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs,
Patents, Copyrights, Licenses, Trademarks, trade secrets, correspondence, confidential or
proprietary technical and business information, know-how, show-how or other data or information,
all Software and databases and all embodiments or fixations thereof and related documentation, and
all other computer materials, created or owned by any Grantor, registrations and franchises, and
all additions and improvements.
“Inventory” shall mean all of any Grantor’s “inventory” as such term is defined in
Article 9 of the UCC.
“Investment Property” shall mean all of any Grantor’s “investment property”, as such
term is defined in Article 9 of the UCC.
“Joinder” shall have the meaning given to that term in Section 7.05 of this Agreement.
“Lenders” shall have the meaning given to that term in the first paragraph of the
recitals to this Agreement.
“Letter-of-Credit Rights” shall mean any “letter-of-credit right” as such term is
defined in Article 9 of the UCC.
“License” shall mean any Patent License, Trademark License, Copyright License or other
license or sublicense to which any Grantor is a party, whether as licensor or licensee (other than
those license agreements in existence on the date hereof or entered into after the date hereof,
which by their terms prohibit the grant of a security interest by such Grantor as licensee
thereunder).
“Patent License” shall mean any written agreement, now or hereafter in effect,
granting to any third party any right to make, use or sell any invention on which a Patent, now or
hereafter owned by any Grantor or which any Grantor otherwise has the right to license, is in
existence, or granting to any Grantor any right to make, use or sell any invention on which a
Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor
under any such agreement.
“Patents” shall mean all United States and foreign patents and certificates of
invention, or similar industrial property rights, now or hereafter in force, including, but not
limited to each such United States patent registered in the USPTO referred to in Schedule
II, and with respect to any and all of the foregoing, (a) all grants thereof and applications
therefor including, without limitation, such United States patents and patent applications referred
to in Schedule II, (b) all
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reissues, divisionals, continuations, continuations-in-part, extensions, renewals, and
reexaminations of the foregoing, (c) all rights corresponding thereto throughout the world, (d) all
inventions and improvements described therein, (e) all rights to xxx at law or in equity for any
past, present and future infringement, misappropriation, violation or other impairment thereof,
including, without limitation, the right to receive all income, royalties, proceeds and damages
therefore, whether now or hereafter due or payable, and (f) all payments and royalties and rights
to payments and royalties arising out of the sale, lease, license, assignment, or other disposition
thereof.
“Perfection Certificate” shall mean a certificate substantially in the form of
Exhibit A hereto, completed and supplemented with the schedules and attachments
contemplated thereby, and duly executed by a Responsible Officer of the Borrower and each
Guarantor.
“Person” shall mean any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, governmental authority or other entity.
“Proceeds” shall mean all “proceeds” as such term is defined in Article 9 of the UCC.
“Securities” shall mean all “securities” as such term is defined in Article 8 of the
UCC.
“Securities Account” shall mean a “securities account” as such term is defined in
Article 8 of the UCC.
“Security Entitlement” shall mean a “security entitlement” as such term is defined in
Article 8 of the UCC.
“Security Interest” shall have the meaning given to that term in Section 2.01.
“Software” shall mean any computer program and any supporting information provided in
connection with any transaction relating to any such program.
“Supporting Obligations” shall mean all “supporting obligations” as such term is
defined in Article 9 of the UCC.
“Trademark License” shall mean any written agreement, now or hereafter in effect,
granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or
which any Grantor otherwise has the right to license, or granting to any Grantor any right to use
any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any
such agreement.
“Trademarks” shall mean all United States, state and foreign trademarks, service
marks, certification marks, collective marks, trade names, corporate names, company names, business
names, fictitious business names, Internet domain names, trade styles, logos, other source or
business identifiers, designs and general intangibles of a like nature, rights of publicity and
privacy pertaining to the names, likeness, signature and biographical data of natural persons (to
the extent any such rights validly exist), now or hereafter in force, including, but not limited
to, each such United States trademark registered in the USPTO referred to in Schedule III,
and, with respect to any and all of the foregoing: (a) all registrations and recordation thereof
and all
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applications in connection therewith including, but not limited to, such United States
registrations and applications referred to in Schedule III, (b) all renewals and extensions
thereof, (c) the goodwill of the business associated therewith and symbolized thereby, (d) all
rights corresponding thereto throughout the world, (e) all rights to xxx at law or in equity for
any past, present and future infringement, misappropriation, dilution, violation or other
impairment thereof, including, without limitation, the right to receive all income, royalties,
proceeds and damages therefore, whether now or hereafter due or payable, and (f) all payments and
royalties and rights to payments and royalties arising out of the sale, lease, license assignment
or other disposition thereof.
“UCC” shall mean the Uniform Commercial Code as in effect in the State of New York
from time to time.
“USPTO” shall mean the United States Patent and Trademark Office.
SECTION 1.02. Other Terms. Unless the context otherwise requires, terms used in this
Agreement (whether capitalized or not), other than those set forth in Section 1.01 hereof or
elsewhere in this Agreement, shall have the meanings given to them in the UCC. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The terms “knowledge” or “aware” or words of similar import shall mean, when used in
reference to any Grantor, the actual knowledge of any Responsible Officer. Capitalized terms not
defined herein shall have the meanings given to those terms in the Credit Agreement.
ARTICLE II
SECURITY INTERESTS
SECTION 2.01. Grants of Security Interests. As security for the payment or
performance, as the case may be, in full of the First Priority Obligations, each Grantor hereby
grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the First
Priority Secured Parties, a security interest in, all of such Grantor’s right, title and interest
in, to and under the Collateral (the “Security Interest”). Without limiting any of the
foregoing, the Collateral Agent is hereby authorized to file one or more financing statements
(including fixture filings or financing statements describing the Collateral as “all assets (other
than Excluded Property)” or “all personal property (other than Excluded Property)” of the debtor or
words of similar effect or with greater detail), continuation statements and, with prior notice to
the Borrower, filings with the USPTO or United States Copyright Office (or any successor office)
for the purpose of perfecting, confirming, continuing, enforcing or protecting its Security
Interest in the Collateral, without the signature of any Grantors, and naming any Grantor or the
Grantors as debtors and the Collateral Agent as secured party.
SECTION 2.02. No Assumption of Liability. The Security Interest is granted as
security only and shall not subject the Collateral Agent or any other First Priority Secured Party
to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or
arising out of the Collateral.
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SECTION 2.03. Excluded Property. The security interest granted under Section
2.01 shall not attach to (a) any interests of any of the Grantors in the joint ventures set
forth on Schedule V attached hereto and any subsequent joint ventures in which the Grantors invest,
but only to the extent that applicable law or the organizational documents (including other
applicable agreements among the investors in such joint venture) with respect to any such joint
venture (i) do not permit the grant of a security interest in such interest or an assignment of
such interest or (ii) require the consent of any third party to permit such grant of a security
interest or assignment (and such consent has not been granted), it being understood that as to any
such joint venture where the applicable organizational documents (including other agreements among
the investors in such joint venture) permit such a grant of a security interest or assignment
without the consent of any third party and in accordance with applicable law, such interest in such
joint venture shall be included in the Collateral (subject to clause (c) and clause (j) below) and
the applicable Grantor shall cause the related certificates, if any, for such joint venture to be
delivered to the Collateral Agent within ninety (90) days from the Closing Date (or such longer
period as the Collateral Agent may agree), it being further understood that, in any event, the
grant of the security interest described in Section 2.01 shall extend to the proceeds (of any kind)
of any disposition of any such joint venture interests and all distributions thereon to the extent
that the assignment of such proceeds or distributions are not prohibited, (b) applications filed in
the USPTO to register trademarks or service marks on the basis of any Grantor’s “intent to use”
such trademarks or service marks unless and until the filing of a “Statement of Use” or “Amendment
to Allege Use” has been filed and accepted by the USPTO, whereupon such applications shall be
automatically subject to the lien granted herein and deemed included in the Collateral, (c) any of
the Securities in each foreign subsidiary of a Grantor in excess of sixty-five percent (65%) of the
issued and outstanding Securities of such foreign subsidiary which to the extent applicable shall
include any issued and outstanding Securities of such foreign subsidiary pledged under the Pledge
Agreement so that collectively no more than 65% of such issued and outstanding stock is pledged
notwithstanding the delivery by any Grantor to the Collateral Agent of Securities representing in
excess of such percentage, (d) the Excluded Accounts, all Financial Assets credited to such
Excluded Accounts and all Security Entitlements held in such Excluded Accounts, (e) the Grantors’
right, title or interest in or to any property or rights in and to which the Collateral Agent has
been granted a perfected security interest pursuant to the First Lien Aircraft Mortgage, the First
Lien SGR Security Agreement or the First Lien Pledge Agreement, (f) any rights or property acquired
under or in connection with a lease, contract, healthcare insurance receivable, property rights
agreement or license, so long as the grant of a security interest in such rights or property shall
(i) constitute or result in the abandonment, invalidation or unenforceability of any right, title
or interest of any Grantor therein or (ii) require the consent of a third party or constitute or
result in a breach or termination pursuant to the terms of, or a default under, any lease,
contract, healthcare insurance receivable, property rights agreement or license (other than to the
extent that any restriction on such assignment would be rendered ineffective pursuant to Sections
9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant
jurisdiction or any other applicable law or principles of equity), provided that the
proceeds therefrom shall not be excluded from the definition of Collateral to the extent that the
assignment of such proceeds is not prohibited, (g) any governmental permit or franchise that
prohibits Liens on or collateral assignments of such permit or franchise, (h) Goods owned by any
Grantor on the date hereof or hereafter acquired that are subject to a Lien securing an obligation
or Capitalized Lease permitted to be incurred pursuant to
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the provisions of the Credit Agreement if the contract or other agreement in which such Lien
is granted (or the documentation providing for such obligation or Capitalized Lease) prohibits the
creation of any other Lien on such Goods, (i) any Intellectual Property, including without
limitation, intent-to-use trademark applications, for which the creation by a Grantor of a security
interest therein is prohibited without the consent of a third party (and such consent has not been
obtained) or by law, or would otherwise result in the loss by any Grantor of any material rights
therein (other than to the extent that any restriction on such assignment would be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor
provision or provisions) or any relevant jurisdiction or any other applicable law or principles of
equity), (j) the Excluded Equity Interests, (k) the Excluded Equipment, (l) Excluded SkyMiles
Assets, (m) assets that are subject to Liens permitted by Section 6.01(a), (d), (j), (y) or (aa) of
the Credit Agreement (or the replacement, extension or renewal of any such Lien pursuant to Section
6.01(s) of the Credit Agreement) and (n) real property interests, farm products, as-extracted
collateral or timber to be cut (all of the foregoing, collectively, the “Excluded
Property”).
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Grantors jointly and severally represent and warrant to the Collateral Agent and the First
Priority Secured Parties that:
SECTION 3.01. Organization. Except as otherwise changed in accordance with the terms
herein, each Grantor’s exact legal name is that which is indicated on the signature pages hereof.
Except as otherwise changed in accordance with the terms herein, each Grantor is organized under
the laws of the jurisdiction listed on Schedule IV hereto. Except as otherwise changed in
accordance with the terms herein, Schedule IV hereto further accurately sets forth each Grantor’s
organizational identification number (or accurately states that it has none) and taxpayer
identification number.
SECTION 3.02. Title and Authority. Each Grantor has good title to the Collateral
with respect to which it has purported to grant the Security Interest hereunder and has the
requisite corporate or limited liability company power and authority to grant to the Collateral
Agent the Security Interest in such Collateral pursuant hereto and to execute, deliver and perform
its obligations in accordance with the terms of this Agreement.
SECTION 3.03. Filings.
(a) The Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein as of the date hereof is correct and complete in all material
respects. Upon the filing of UCC financing statements naming each Grantor as “debtor” and the
Collateral Agent as “secured party” and containing a description of the Collateral in its
jurisdiction of incorporation or organization as specified in the Perfection Certificate and
payment of the required fees, the Security Interest will constitute a valid and perfected security
interest (subject to certain Liens permitted under the Loan Documents) in favor of the Collateral
Agent (for the benefit of the First Priority Secured Parties) in all of the Collateral to the
extent a
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security interest can be perfected by filing under the Uniform Commercial Code as in effect in
the applicable jurisdiction from time to time, and no further or subsequent filing, refiling,
recording, rerecording, registration or reregistration is, or will be, necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing of continuation
statements.
(b) Each Grantor represents and warrants that fully executed security agreements in form
reasonably satisfactory to the Collateral Agent containing descriptions of all Collateral
consisting of United States patents and patent applications and United States trademark
registrations (and pending United States trademark registration applications, other than
intent-to-use applications) and United States registered Copyrights have been or concurrently
herewith are being delivered, or in the case of such Trademarks, will be delivered within 30 days
after the Closing Date, to the Collateral Agent for recording by the United States Patent and
Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15
U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as applicable, to
protect the validity of and to continue valid and perfected security interests in favor of the
Collateral Agent (for the benefit of the First Priority Secured Parties) in respect of such
Collateral.
SECTION 3.04. Validity of Security Interest. The Security Interest constitutes a
legal, valid, binding and enforceable security interest in all the Collateral securing the payment
of the First Priority Obligations (except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditor rights
generally or by general equity principles).
SECTION 3.05. Absence of Other Liens. There are no Liens of any nature whatsoever on
the Collateral other than Permitted Liens, the Liens permitted pursuant to Section 6.01 of the
Credit Agreement (including any waiver or amendment thereto subsequent to the Closing Date) and the
Liens in favor of the Collateral Agent and the First Priority Secured Parties pursuant to this
Agreement and the other Loan Documents. Except for filings in respect of Liens which have been
satisfied and filings that are permitted under Section 6.01 of the Credit Agreement or dispositions
permitted by Section 6.10 of the Credit Agreement, the Grantors have not filed or consented to the
filing of (a) any financing statement or analogous document under the UCC or any other applicable
laws covering any Collateral, (b) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Collateral with the USPTO or the United
States Copyright Office or (c) any assignment in which any Grantor assigns any Collateral or any
security agreement or similar instrument covering any Collateral with any foreign governmental,
municipal or other office, which financing statement or analogous document, assignment, security
agreement or similar instrument is still in effect, except, in each case, for Liens permitted
pursuant to the Loan Documents.
SECTION 3.06. Commercial Tort Claims. As of the date hereof, except as specifically
described in Schedule VI, no Grantor has any Commercial Tort Claim in respect of which a complaint
or a counterclaim has been filed by such Grantor seeking damages in an amount in excess of
$5,000,000.
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ARTICLE IV
COVENANTS
SECTION 4.01. Change of Name; Location of Collateral; Records; Place of Business.
(a) Each Grantor shall provide the Collateral Agent with at least ten (10) days prior written
notice of any change (i) in its name, (ii) in its jurisdiction of organization, (iii) in the
location of its chief executive office or (iv) in its Federal Taxpayer Identification Number. Upon
any change referred to in the preceding sentence, the Collateral Agent is authorized to make all
filings under the UCC or otherwise that are required in order for the Collateral Agent to continue
at all times following such change to have valid, legal and perfected security interests (subject
to Liens permitted by the Loan Documents) in all the Collateral.
(b) Each Grantor agrees to maintain, at its own cost and expense, such materially complete and
accurate records with respect to the Collateral owned by it as are consistent with its current
practices and in accordance with such prudent and standard practices used in industries that are
the same as or similar to those in which such Grantor is engaged.
SECTION 4.02. Protection of Security. Each Grantor shall, at its own cost and
expense, take commercially reasonable actions necessary or appropriate to defend title to the
Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the
Collateral and the priority thereof against any Lien not expressly permitted pursuant to the Loan
Documents.
SECTION 4.03. Maintenance of Collateral and Compliance with Laws.
(a) Except as otherwise expressly permitted by this Agreement or the other Loan Documents,
each Grantor, in its reasonable business judgment, agrees to keep and maintain all property
material to the conduct of its business in good working order and condition, ordinary wear and tear
and damage by casualty and condemnation excepted, and to make or cause to be made all appropriate
repairs, renewals and replacements thereof (to the extent such Equipment is not surplus,
uneconomical or obsolete), consistent with past practice of such Grantor and as soon as
commercially reasonable after the occurrence of any loss or damage thereto, which are necessary or
reasonably desirable, except where the failure to keep such property in good working order and
condition would not have a Material Adverse Effect.
(b) Each Grantor shall comply in all material respects with all federal, state and local laws,
rules, regulations and decrees applicable to the Collateral (except where noncompliance,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect), provided that a Grantor may contest the validity or applicability thereof in good
faith by proper proceedings so long as such contest will not have a Material Adverse Effect.
(c) Until the First Priority Obligations Payment Date has occurred, at any time when an Event
of Default has occurred and is continuing: (i) each Grantor will perform any and all reasonable
actions requested in writing by the Collateral Agent to enforce the Collateral Agent’s security
interest in the Inventory and/or Equipment constituting Collateral and all of the
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Collateral Agent’s rights hereunder; (ii) the Collateral Agent shall have the right to hold
all Inventory subject to the security interests granted hereunder; and (iii) the Collateral Agent
shall have the right to take possession of the Inventory constituting Collateral or any part
thereof and to maintain such possession on such Grantor’s premises or to remove any or all of such
Inventory to such other place or places as the Collateral Agent desires in its sole discretion. If
the Collateral Agent exercises its right to take possession of the Inventory constituting
Collateral, such Grantor, upon the Collateral Agent’s demand, will assemble such Inventory and make
it available to the Collateral Agent at such Grantor’s premises at which it is located.
(d) Except as otherwise provided in this subsection (d), each Grantor shall continue to
collect in accordance with its customary practice, at its own expense, all amounts due or to become
due to such Grantor under the Accounts and, prior to the request of the Collateral Agent upon the
occurrence and continuance of an Event of Default, such Grantor shall have the right to adjust,
settle or compromise the amount or payment of any Account, or release wholly or partly any Account
Debtor or obligor thereof, or allow any credit or discount thereon, all in accordance with its
customary practices. In connection with such collections, the Grantors may, upon the occurrence
and during the continuation of an Event of Default, take (and at the direction of the Collateral
Agent shall take) such action as the Grantors or the Collateral Agent may reasonably deem necessary
or advisable to enforce collection of the Accounts; provided, that upon written notice by
the Collateral Agent to any Grantor, following the occurrence and during the continuation of an
Event of Default, of its intention so to do, the Collateral Agent shall have the right to notify
the Account Debtors or obligors under any Accounts of the assignment of such Accounts to the
Collateral Agent and to direct such Account Debtors or obligors to make payment of all amounts due
or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such
notification and at the expense of such Grantor, to enforce collection of any such Accounts, and to
adjust, settle or compromise the amount or payment thereof, in the same manner and to the same
extent as such Grantor might have done until such Event of Default is cured or waived. After
receipt by such Grantor of the notice referred to in the proviso to the preceding sentence,
and unless and until such notice is rescinded by the Collateral Agent by written notice to such
Grantor (provided, that the Collateral Agent agrees to promptly rescind such notice upon
the cure or waiver of such Event of Default), (i) all amounts and proceeds (including instruments)
received by such Grantor in respect of the Accounts shall be received in trust for the benefit of
the Collateral Agent hereunder, shall be segregated from other funds of the Grantors and shall be
promptly paid over to the Collateral Agent in the same form as so received (with any necessary
endorsement) to be held as cash collateral and either (A) promptly released to the Grantors if such
Event of Default shall have been cured or waived or (B) if such Event of Default shall be
continuing, applied as provided in Section 6.02 hereof, and (ii) the Grantors shall not adjust,
settle or compromise the amount or payment of any Account, or release wholly or partly any account
debtor or obligor thereof, or allow any credit or discount thereon.
SECTION 4.04. Additional Deliveries and Further Assurances.
(a) Prior to or contemporaneously with the execution of this Agreement, the Grantors shall
cause to be delivered to the Collateral Agent the Perfection Certificate, duly completed and
executed.
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(b) Each Grantor agrees, at its own expense, to the extent otherwise contemplated by the
provisions hereof, to execute, acknowledge, deliver and cause to be duly filed all such further
instruments and documents and take all such actions as the Collateral Agent may from time to time
reasonably request to further assure, preserve, protect and perfect the Security Interest and the
rights and remedies created hereby; provided that in no event shall any Grantor be required
to take any action in any foreign jurisdiction to the extent such action is not required in order
to perfect such Security Interest under U.S. law as a matter of U.S. law. If any amount in excess
of $5,000,000 payable under or in connection with any of the Collateral shall be or become
evidenced by any promissory note or other instrument, such note or instrument shall be promptly
pledged and delivered to the Collateral Agent, duly endorsed in a manner reasonably satisfactory to
the Collateral Agent. Each Grantor agrees that it will use reasonable efforts to take such action
as shall be necessary in order that all representations and warranties hereunder shall be true and
correct with respect to such Collateral within 30 days after the date it has been notified by the
Collateral Agent of the specific identification of such Collateral.
(c) The Borrower agrees that it will deliver to the Collateral Agent an updated Perfection
Certificate which shall be true and correct in all material respects with respect to each
Additional Grantor which becomes a party hereto pursuant to Section 7.05 of this Agreement
concurrently with the delivery of any Joinder pursuant to Section 7.05 of this Agreement (it being
understood that any Perfection Certificate delivered pursuant to this clause (c) shall include only
the pertinent information for the Additional Grantor being joined as a party hereto pursuant to
such Joinder).
(d) With respect to each Deposit Account or Securities Account (other than any Excluded
Account) maintained by any Grantor as of the Closing Date, such Grantor shall comply with Section
5.19(b) of the Credit Agreement in respect of such Deposit Account or Securities Account. With
respect to any new Deposit Account or Securities Account (other than any Excluded Account) opened
by any Grantor after the Closing Date, such Grantor agrees that, prior to making any deposit in
such Deposit Account or Securities Account, such Grantor shall notify the Collateral Agent of such
new Deposit Account or Securities Account and cause each bank or other financial institution at
which such Deposit Account or Securities Account is maintained to enter into a Shifting Control
Agreement or any other Control Agreement (in each case, as defined in the Credit Agreement). The
Collateral Agent agrees that it shall not deliver a notice that it is exercising exclusive control
over any Deposit Account or Securities Account that is subject to a Shifting Control Agreement
unless an Event of Default has occurred and is continuing, and further agrees to promptly rescind
such notice upon the cure or waiver of such Event of Default.
SECTION 4.05. Verification. The Collateral Agent and such Persons as the Collateral
Agent may reasonably designate shall have the right, at the Grantors’ own cost and expense,
following the occurrence and during the continuance of an Event of Default, to contact Account
Debtors or any third Person possessing such Collateral for the purpose of verifying Accounts.
SECTION 4.06. Continuing Obligations of the Grantors. Each Grantor shall remain
liable to observe and perform all the conditions and obligations to be observed and performed by it
under each contract, agreement or instrument relating to the Collateral, all in accordance with the
terms and conditions thereof.
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SECTION 4.07. Use and Disposition of Collateral. None of the Grantors shall make or
permit to be made an assignment, pledge or hypothecation of the Collateral or shall grant any other
Lien in respect of the Collateral, except as expressly permitted by the Loan Documents. None of
the Grantors shall make or permit to be made any transfer of the Collateral owned by it, except to
the extent permitted by the terms of the Credit Agreement.
SECTION 4.08. Insurance. Each of the Grantors will keep its insurable properties
insured as required by the terms of the Credit Agreement. In the event that any Grantor at any
time or times shall fail to obtain or maintain any of the policies of insurance required by the
Loan Documents in respect of Collateral or to pay any premium in whole or part relating thereto,
the Collateral Agent may, without waiving or releasing any obligation or liability of the Grantors
hereunder or any Event of Default, in its sole discretion with prior notice to the applicable
Grantor, obtain and maintain such policies of insurance and pay such premium and take any other
actions with respect thereto as the Collateral Agent deems advisable. All sums disbursed by the
Collateral Agent in connection with this Section 4.08, including reasonable attorneys’ fees, court
costs, reasonable out-of-pocket expenses and other charges relating thereto shall be payable,
within 30 days of written demand, by the Grantors to the Collateral Agent and shall be additional
First Priority Obligations secured hereby.
SECTION 4.09. Covenants Regarding Patent, Trademark and Copyright Collateral.
(a) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect, each Grantor agrees that it will not, nor will it permit any of its licensees to, knowingly
do any act, or omit to do any act, whereby any Patent may become invalidated or dedicated to the
public, and agrees that, reasonably consistent with its past practices, it shall continue to xxxx
any products covered by a Patent with the relevant patent number as necessary and sufficient to
establish and preserve its maximum rights under applicable patent laws.
(b) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each
Trademark, (i) maintain such Trademark in full force free from any claim of abandonment or
invalidity for non-use, (ii) maintain the quality standard of products and services offered under
such Trademark, (iii) as applicable, display such Trademark with notice of Federal or foreign
registration to the extent necessary and sufficient to establish and preserve its maximum rights
under applicable law, and (iv) not knowingly use or knowingly permit the use of such Trademark in
violation of any third party rights, in each case in a manner reasonably consistent with its past
practices.
(c) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect, each Grantor (either itself or through licensees) will, for each work covered by a
Copyright, continue to publish, reproduce, display, adopt and distribute the work with appropriate
copyright notice as necessary and sufficient to establish and preserve its maximum rights under
applicable copyright laws in a manner reasonably consistent with its past practices.
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(d) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect, no Grantor will knowingly do any act, or omit to do any act, whereby any Patent, Trademark
or Copyright may become abandoned, lost or dedicated to the public. Except as would not reasonably
be expected to have, in the aggregate, a Material Adverse Effect, each Grantor shall notify the
Collateral Agent promptly if it knows or has reason to know that any Patent, Trademark or Copyright
may become abandoned, lost or dedicated to the public, or of any adverse determination or
development (including the institution of, or any such determination or development in, any
proceeding in the USPTO, United States Copyright Office or any court or similar office of any
country) regarding such Grantor’s ownership of any such Patent, Trademark or Copyright, its right
to register the same, or to keep and maintain the same.
(e) In the event any Grantor, either itself or through any agent, employee, licensee or
designee, files an application for any Patent, Trademark or Copyright (or for the registration of
any Trademark or Copyright) or an assignment of any material Patent, Trademark or Copyright which
such Grantor acquired from a third party with the USPTO or United States Copyright Office, such
Grantor shall, concurrently with the Borrower’s delivery of a certificate of a Responsible Officer
pursuant to Section 5.01(c) of the Credit Agreement, inform the Collateral Agent of such filing,
and such Grantor shall execute and deliver any and all agreements, supplements, instruments,
documents and papers as the Collateral Agent may reasonably request to evidence and perfect the
Collateral Agent’s security interest in such Patent, Trademark or Copyright or application
therefor, and each Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute
and file such writings for the foregoing purposes, all acts of such attorney being hereby ratified
and confirmed; such power, being coupled with an interest, is irrevocable.
(f) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect and unless otherwise permitted by this Section 4.09, each Grantor will take all reasonably
necessary steps that are consistent with the applicable practice in any proceeding before any
relevant office or agency, such as the United States Patent and Trademark Office, the United States
Copyright Office or any office or agency in any political subdivision of the United States or in
any foreign country, to maintain and pursue each application relating to the Patents, Trademarks
and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued
Patent and each registration of the Trademarks and Copyrights, including timely filings of
applications for renewal, affidavits of use, affidavits of incontestability and payment of
maintenance fees and, if consistent with good business judgment, to initiate opposition,
interference and cancellation proceedings against third parties.
(g) Except as would not reasonably be expected to have, in the aggregate, a Material Adverse
Effect, in the event that any Grantor has reason to believe that any Collateral consisting of a
Patent, Trademark or Copyright has been or is about to be infringed, misappropriated or diluted by
a third party, such Grantor promptly shall notify the Collateral Agent and shall, if consistent
with good business judgment, promptly take appropriate action to end such infringement,
misappropriation or dilution, and take such other action as is appropriate under the circumstances
to protect such Collateral.
(h) Each Grantor will deliver security agreements in form suitable for filing with the USPTO,
and the United States Copyright Office, respectively, reasonably requested by
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the Collateral Agent at any time to evidence, perfect, maintain and record the Collateral
Agent’s interests in all material United States Trademarks, material United States Patents and
material United States Copyrights, and applications of the foregoing, and each Grantor hereby
authorizes the Collateral Agent to execute and file one or more accurate financing statements or
copies thereof or security agreements with respect to material Patents, Trademarks and Copyrights
signed only by the Collateral Agent, with prior written notice to such Grantor.
Notwithstanding anything to the contrary in this Section 4.09, (x) each Grantor may dispose of (or
abandon) its Intellectual Property to the extent permitted by Section 6.10 of the Credit Agreement
and (y) no Grantor shall be obligated to perfect the Security Interest granted to the Collateral
Agent with respect to any Intellectual Property registered or issued outside the United States or
any state thereof.
SECTION 4.10. Covenant Regarding Commercial Tort Claims. Concurrently with each
delivery of a certificate of a Responsible Officer of the Borrower pursuant to Section 5.01(c) of
the Credit Agreement, each Grantor will update Schedule VI to specifically describe any Commercial
Tort Claim of any Grantor in respect of which a complaint or a counterclaim seeking damages in an
amount in excess of $5,000,000 has been filed by such Grantor prior to the last day of the fiscal
quarter or fiscal year to which such certificate relate and which is not, prior to such update
specifically described on such Schedule and shall deliver such updated Schedule VI to the
Collateral Agent.
ARTICLE V
POWER OF ATTORNEY
Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all
officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful
agent and attorney-in-fact (which appointment shall be irrevocable and coupled with an interest
subject to the terms of this Agreement), and in such capacity the Collateral Agent shall have the
right, with power of substitution for each Grantor and in each Grantor’s name or otherwise, for the
use and benefit of the Collateral Agent and the other First Priority Secured Parties, upon the
occurrence and during the continuance of an Event of Default, to take any action and to execute any
instrument the Collateral Agent may reasonably deem advisable to accomplish the purposes of this
Agreement, including, without limitation, (a) to receive, endorse, assign and/or deliver any and
all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and
give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor
on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of
Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or
proceedings at law or in equity in any court of competent jurisdiction, or to take any other action
which the Collateral Agent may reasonably deem necessary to collect or otherwise realize on all or
any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle,
compromise, compound, adjust or defend any actions, suits
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or proceedings relating to all or any of the Collateral; (g) to notify, or to require any
Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; (h) to use,
sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or
any of the Collateral, subject to applicable law; (i) to obtain and adjust insurance required
pursuant to Section 4.08; and (j) to do all other acts and things reasonably necessary to carry out
the purposes of this Agreement, as fully and completely as though the Collateral Agent were the
absolute owner of the Collateral for all purposes; provided, however, that nothing
herein contained shall be construed as requiring or obligating the Collateral Agent or any other
First Priority Secured Party to make any commitment or to make any inquiry as to the nature or
sufficiency of any payment received by the Collateral Agent or any other First Priority Secured
Party, or to present or file any claim or notice, or to take any action with respect to the
Collateral or any part thereof or the monies due or to become due in respect thereof or any
property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any
other First Priority Secured Party with respect to the Collateral or any part thereof shall give
rise to any defense, counterclaim or offset in favor of any Grantor or to any claim or action
against the Collateral Agent or any other First Priority Secured Party except to the extent arising
from the bad faith, gross negligence or willful misconduct of such Person. The provisions of this
Article shall in no event relieve any Grantor of any of its obligations hereunder or under any
other Loan Document with respect to the Collateral or any part thereof or impose any obligation on
the Collateral Agent or any First Priority Secured Party to proceed in any particular manner with
respect to the Collateral or any part thereof, or in any way limit the exercise by the Collateral
Agent or any other First Priority Secured Party of any other or further right which they may have
on the date of this Agreement or hereafter, whether hereunder, under any other Loan Document, by
law or otherwise.
ARTICLE VI
REMEDIES
SECTION 6.01. Remedies Upon Default. Upon the occurrence and during the continuance
of an Event of Default, the Collateral Agent shall have the right to take any or all of the
following actions at the same or different times: (a) require each Grantor to, and each Grantor
hereby agrees that it will at its expense and upon written request of the Collateral Agent
forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it
available to the Collateral Agent at a place to be designated by the Collateral Agent which is
reasonably convenient to both parties; (b) without assuming any obligations or liability
thereunder, enforce (it being understood that the Collateral Agent shall have the exclusive right
to so enforce) all rights and remedies of the Grantors against any licensee or sublicensee in, to
and under any license agreements with respect to the Collateral, and take or refrain from taking
any action under any thereof, and each of the Grantors hereby releases the Collateral Agent from,
and agrees to hold the Collateral Agent free and harmless from and against any claims arising out
of, any action taken or omitted to be taken with respect to any such license agreement except
claims involving gross negligence, willful misconduct or bad faith of the Collateral Agent as
determined by a court of competent jurisdiction; and (c) with or without legal process and with or
without prior notice or demand for performance, to take possession of the Collateral and without
liability for trespass to enter any premises owned by a Grantor where the Collateral may
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be located for the purpose of taking possession of or removing the Collateral and, generally,
to exercise any and all rights afforded to a secured party under the UCC or other applicable law.
Without limiting the generality of the foregoing, each Grantor agrees that the Collateral
Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or
otherwise dispose of all or any part of the Collateral, at public or private sale or at any
broker’s board, on any securities exchange or in the over-the-counter market, for cash, upon credit
or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall
be authorized at any such sale to restrict the prospective bidders or purchasers to Persons who
will represent and agree that they are purchasing the Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall
hold the property sold absolutely, free from any claim or right on the part of any Grantor, and
each Grantor hereby waives (to the fullest extent permitted by law) all rights of redemption, stay
and appraisal which such Grantor now has or may at any time in the future have under any rule of
law or statute now existing or hereafter enacted.
Each Grantor agrees that, to the extent notice of any such sale shall be required by law, at
least ten (10) business days’ notice to the applicable Grantor of the Collateral Agent’s intention
to make any sale of Collateral shall constitute reasonable notification. Such notice, in the case
of a public sale, shall state the time and place for such sale and, in the case of a sale at a
broker’s board or on a securities exchange, shall state the board or exchange at which such sale is
to be made and the day on which the Collateral, or portion thereof, will first be offered for sale
at such board or exchange. Any such public sale shall be held at such time or times within ordinary
business hours and at such place or places as the Collateral Agent may fix and state in the notice
(if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold
in one lot as an entirety or in separate parcels, as the Collateral Agent may, in its sole and
absolute discretion, determine. The Collateral Agent shall not be obligated to make any sale of
any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of
such Collateral shall have been given. The Collateral Agent may, without notice or publication
(except that each Grantor shall receive any notice required pursuant to the first sentence of this
paragraph), adjourn any public or private sale or cause the same to be adjourned from time to time
by announcement at the time and place fixed for sale, and such sale may, without further notice, be
made at the time and place to which the same was so adjourned. In case any sale of all or any part
of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained
by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but
the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall
fail to take up and pay for the Collateral so sold and, in case of any such failure, such
Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law,
private) sale made pursuant to this Section, any First Priority Secured Party may bid for or
purchase, free from any right of redemption, stay, valuation or appraisal on the part of any
Grantor (all said rights being also hereby waived and released to the fullest extent permitted by
law), the Collateral or any part thereof offered for sale and may make payment on account thereof
by using any First Priority Obligation then due and payable to such First Priority Secured Party
from any Grantor as a credit against the purchase price, and such First Priority Secured Party may,
upon compliance with the terms of sale, hold, retain and dispose of such property
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without further accountability to any Grantor therefor. For purposes hereof a written
agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor
shall be entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement,
all Events of Default shall have been remedied and the First Priority Obligations Payment Date
shall have occurred. As an alternative to exercising the power of sale herein conferred upon it,
the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose on this
Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a
court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver.
SECTION 6.02. Application of Proceeds. Upon an Event of Default, each Grantor
further agrees that the Collateral Agent may apply any proceeds from the disposition of any of the
Collateral in accordance with Section 2.17(b) of the terms of the Credit Agreement and the
Intercreditor Agreement. Each Grantor shall remain liable for any deficiency if the proceeds of
any such disposition are insufficient to pay its First Priority Obligations and the fees and
disbursements of any attorneys employed by the Collateral Agent or any First Priority Secured Party
to collect such deficiency.
SECTION 6.03. Grant of License to Use Intellectual Property. For the purpose of
enabling the Collateral Agent to exercise rights and remedies under this Article at such time as
the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor
hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without
payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the
Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor,
subject to applicable law, and wherever the same may be located, and including in such license
reasonable access to all media in which any of the licensed items may be recorded or stored and to
all computer software and programs used for the compilation or printout thereof; provided
that any license, sub-license or other transaction entered into by the Collateral Agent in
accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of the
applicable Event of Default.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01. Notices. If any notification of intended disposition of any of the
Collateral or of any other act by the Collateral Agent is required by law and a specific time
period is not stated therein or herein, such notification given at least ten (10) days before such
disposition or act shall be deemed reasonably and properly given. Notices and other communications
provided for herein shall be in the manner and at the addresses set forth in, and otherwise in
accordance with, Section 10.01 of the Credit Agreement.
SECTION 7.02. Security Interests Absolute. All rights of the Collateral Agent
hereunder, the Security Interest and all obligations of the Grantors hereunder shall, to the
fullest extent permitted by applicable law, be absolute and unconditional irrespective of (a) any
lack of
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validity or enforceability of any Loan Document, any agreement with respect to any of the
First Priority Obligations or any other agreement or instrument relating to any of the foregoing,
(b) any change in the time, manner or place of payment of, or in any other term of, all or any of
the First Priority Obligations, or any other amendment to or waiver of or any consent to any
departure from any Loan Document, or any other agreement or instrument, (c) any exchange, release
or non-perfection of any Lien on other Collateral, or any release or amendment or waiver of or
consent under or departure from any guarantee, securing or guaranteeing all or any of the First
Priority Obligations, or (d) any other circumstance that might otherwise constitute a defense
available to, or a discharge of, any Grantor in respect of the First Priority Obligations or this
Agreement (other than that the First Priority Obligations Payment Date shall have occurred).
SECTION 7.03. Survival of Agreement. All covenants, agreements, representations and
warranties made by any Grantor herein and in any certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement shall be considered to have been relied
upon by the Collateral Agent and shall continue in full force and effect until this Agreement shall
terminate.
SECTION 7.04. Binding Effect; Several Agreement. This Agreement shall become
effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have
been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf
of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent
and their respective successors and permitted assigns, and shall inure to the benefit of such
Grantor, the Collateral Agent and the other First Priority Secured Parties and their respective
successors and permitted assigns, except that, except as otherwise permitted in the Credit
Agreement, no Grantor shall have the right to assign or transfer its rights or obligations
hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be
void). This Agreement shall be construed as a separate agreement with respect to each Grantor and
may be amended, restated, amended and restated, modified, supplemented, waived or released with
respect to any Grantor without the approval of any other Grantor and without affecting the
obligations of any other Grantor hereunder.
SECTION 7.05. Additional Grantors. Each Grantor acknowledges that, pursuant to
Section 5.14 of the Credit Agreement, the Borrower is required to cause each Person which becomes a
direct or indirect domestic subsidiary of the Borrower (other than Immaterial Subsidiaries,
Excluded Subsidiaries and Restricted Captive Insurance Company Subsidiaries) to become a party
hereto as an additional Grantor (each such Person, an “Additional Grantor”) by executing an
Instrument of Assumption and Joinder (a “Joinder”) substantially in the form of Exhibit
H to the Credit Agreement. Upon delivery of any such Joinder to the Collateral Agent, notice
of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor
hereunder and shall be as fully a party hereto as if such Additional Grantor were an original
signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not
be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor
hereunder, (b) any failure by the Borrower or any Grantor to cause any Subsidiary of the Borrower
to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Agent’s
or any of the other First Priority Secured Parties’ actions in effecting, or failure to effect, any
such Joinder, or in releasing any Grantor hereunder, in each case without the necessity of giving
notice to or obtaining the consent of any other Grantor. This Agreement
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shall be fully effective as to any Grantor that is or becomes a party hereto regardless of
whether any other Person becomes or fails to become or ceases to be a Grantor hereunder.
SECTION 7.06. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the successors and permitted
assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or
the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.
SECTION 7.07. Set-Off. Upon the occurrence and during the continuance of any Event
of Default pursuant to Section 7.01(b) of the Credit Agreement, the Collateral Agent, the
Administrative Agent and each First Priority Secured Party (and their respective Affiliates) is
hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand, provisional or final but
excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in each case, held
in trust for an identified beneficiary) at any time held and other indebtedness at any time owing
by the Collateral Agent, the Administrative Agent and each such First Priority Secured Party (or
any of such Affiliates) to or for the credit or the account of the Borrower or any Guarantor
against any and all of any such overdue amounts owing under the Loan Documents, irrespective of
whether or not the Collateral Agent, the Administrative Agent or such First Priority Secured Party
shall have made any demand under any Loan Document. Each First Priority Secured Party, the
Collateral Agent and the Administrative Agent agree promptly to notify the Borrower and Guarantors
after any such set-off and application made by such First Priority Secured Party, the Collateral
Agent or the Administrative Agent (or any of such Affiliates), as the case may be, provided that
the failure to give such notice shall not affect the validity of such set-off and application. The
rights of each First Priority Secured Party, the Collateral Agent and the Administrative Agent
under this Section are in addition to other rights and remedies which such First Priority Secured
Party, the Collateral Agent and the Administrative Agent may have upon the occurrence and during
the continuance of any Event of Default.
SECTION 7.08. Collateral Agent’s Fees and Expenses; Indemnification.
(a) Without duplication of any fees or expenses provided for under the Credit Agreement and
the other Loan Documents, each Grantor jointly and severally agrees to pay to the Collateral Agent
within 30 days of written demand (including back-up documentation supporting such reimbursement
request) the amount of any and all reasonable out-of-pocket expenses, disbursements and other
reasonable charges of its counsel (including, without limitation, local and special counsel) and of
any experts, agents or appraisers, which the Collateral Agent may incur in connection with (i) the
administration of this Agreement, (ii) the custody or preservation of, or the sale of, collection
from or other realization upon any of the Collateral, (iii) the exercise, enforcement or protection
of any of the rights of the Collateral Agent hereunder, or (iv) the failure of any Grantor to
perform or observe any of the provisions hereof.
(b) Without duplication of any indemnification obligations provided for under the Credit
Agreement and the other Loan Documents, each Grantor jointly and severally agrees
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to indemnify the Collateral Agent and the other First Priority Secured Parties and their
Indemnitees against, and hold each of them harmless from, any and all losses, claims, damages,
liabilities and related expenses, including reasonable fees and disbursements and other reasonable
charges of counsel, incurred by or asserted against any of them arising out of, in any way
connected with, or as a result of, the execution, delivery or performance of this Agreement or any
claim, litigation, investigation or proceeding relating hereto or to the Collateral, whether or not
the First Priority Secured Parties or any of their Indemnitees is a party thereto; provided
that such indemnity shall not, as to the Collateral Agent, the other First Priority Secured Parties
or any such Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the bad faith, gross negligence or willful misconduct of the
Collateral Agent, the other First Priority Secured Parties or such Indemnitee.
(c) Except as otherwise provided in Section 7.16, any such amounts payable as provided
hereunder shall be additional First Priority Obligations secured hereby. The provisions of this
Section 7.08 shall remain survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of any of the Loans, the
expiration or termination of the Letters of Credit and the Commitments, the return of the
Credit-Linked Deposit, the termination of this Agreement or the invalidity or unenforceability of
any term or provision of this Agreement. All amounts due under this Section 7.08 shall be payable
within 30 days of written demand (including back-up documentation supporting such reimbursement
request) to the Grantor given in accordance with Section 7.01 hereof.
SECTION 7.09. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York without reference to conflict of
laws principles.
SECTION 7.10. Waivers; Amendment.
(a) No failure or delay of the Collateral Agent in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Collateral Agent hereunder are cumulative and are not exclusive of any rights or
remedies that it would otherwise have. No waiver of any provisions of this Agreement or any other
Loan Documents or consent to any departure by any Grantor therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. No notice to
or demand on any Grantor in any case shall entitle such Grantor or any other Grantor to any other
or further notice or demand in similar or other circumstances.
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing complying (other than in the case of any
Schedules hereto) with Section 10.08 of the Credit Agreement and the Intercreditor Agreement.
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SECTION 7.11. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 7.11.
SECTION 7.12. Independent Effectiveness; Severability. In the event any one or more
of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby (it being understood that the invalidity of a
particular provision in a particular jurisdiction shall not in and of itself affect the validity of
such provision in any other jurisdiction).
SECTION 7.13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall constitute an original but all of which when taken together shall
constitute but one instrument, and shall become effective as provided in Section 7.04 hereof.
Delivery of an executed signature page to this Agreement by telecopy or electronic .pdf copy shall
be effective as delivery of a manually executed counterpart hereof.
SECTION 7.14. Headings. Article and Section headings used herein are for the purpose
of reference only, are not part of this Agreement and are not to affect the construction of, or to
be taken into consideration in interpreting, this Agreement.
SECTION 7.15. Jurisdiction; Consent to Service of Process. EACH PARTY HERETO HEREBY
IRREVOCABLY SUBMITS ITSELF TO THE NONEXCLUSIVE JURISDICTION OF THE STATE COURTS OF THE STATE OF NEW
YORK IN NEW YORK COUNTY AND TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT
OF OR BASED UPON THIS FIRST LIEN SECURITY AGREEMENT OR THE SUBJECT MATTER HEREOF BROUGHT BY THE
FIRST PRIORITY SECURED PARTIES OR ANY OF THEIR SUCCESSORS OR PERMITTED ASSIGNS. EACH PARTY HERETO,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF
MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS
NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT
OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS FIRST
LIEN SECURITY AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT. EACH
PARTY HEREBY CONSENTS TO
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SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES TO SECTION 7.01 HEREOF.
SECTION 7.16. Termination.
(a) This Agreement and the Security Interest shall terminate when the First Priority
Obligations Payments Date shall have occurred. Upon termination of this Agreement or the Security
Interest on any Collateral, the Collateral Agent shall promptly execute and deliver to the
Grantors, at the Grantors’ expense, all appropriate UCC termination statements and similar
documents which the Grantors shall reasonably request to evidence such termination. Any execution
and delivery of termination statements or documents pursuant to this Section 7.16 shall be without
recourse to or warranty by the Collateral Agent.
(b) Upon (i) any sale or other transfer by any Grantor of any Collateral that is permitted
under the Credit Agreement to any person that is not a Grantor, (ii) the permitted release of the
security interest granted hereby in any Collateral pursuant to Section 6.06(d) of the Credit
Agreement or (iii) the effectiveness of any written consent by the Collateral Agent or the
requisite Lenders as provided under the Credit Agreement, to the release of the security interest
granted hereby in any or all of the Collateral, the security in such Collateral shall be
automatically released.
(c) In connection with any release of any Collateral of a Grantor pursuant to Section 7.16(b),
the Collateral Agent will execute and deliver to such Grantor, as such Grantor’s sole expense, all
documents, that such Grantor shall reasonably request to evidence such release.
SECTION 7.17. Intercreditor Agreement. Notwithstanding anything to the contrary
contained in this Agreement, the Liens and rights granted pursuant to this Agreement shall be as
set forth in, and subject to the terms and conditions of, the Intercreditor Agreement. In the
event of any conflict between this Agreement and the Intercreditor Agreement, the Intercreditor
Agreement shall control, and no right, power, or remedy granted to the Collateral Agent hereunder
or under any other Loan Document shall be exercised by the Collateral Agent, and no direction shall
be given by the Collateral Agent in contravention of the Intercreditor Agreement.
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DELTA AIR LINES, INC.
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ASA HOLDINGS, INC.
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COMAIR HOLDINGS, LLC
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COMAIR, INC.
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COMAIR SERVICES, INC.
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CROWN ROOMS, INC.
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DAL GLOBAL SERVICES, LLC
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Signature Page to First Lien Security Agreement
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DAL MOSCOW, INC.
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DELTA AIRELITE BUSINESS JETS, INC.
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DELTA BENEFITS MANAGEMENT, INC.
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DELTA CONNECTION ACADEMY, INC.
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DELTA LOYALTY MANAGEMENT SERVICES, LLC
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DELTA TECHNOLOGY, LLC
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By: |
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EPSILON TRADING, LLC
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Signature Page to First Lien Security Agreement
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KAPPA CAPITAL MANAGEMENT, LLC
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By: |
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Accepted and Agreed to:
JPMORGAN CHASE BANK, N.A.
as Collateral Agent
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By: |
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Signature Page to First Lien Security Agreement
EXHIBIT A TO
FIRST LIEN SECURITY AGREEMENT
DELTA AIR LINES, INC.
Perfection Certificate
Reference is made to that certain
First Lien Revolving Credit and Guaranty Agreement, dated as
of April 30, 2007 (the “
Credit Agreement), among Delta Air Lines, Inc. (the
“
Borrower”), all of the direct and indirect domestic subsidiaries of the Borrower signatory
thereto (together with the Borrower, the “
Grantors”), JPMorgan Chase Bank, N.A., as
collateral agent (in such capacity, the “
Collateral Agent”) and administrative agent (in
such capacity, the “
Administrative Agent”), UBS Securities LLC, as syndication agent, X.X.
Xxxxxx Securities Inc. and Xxxxxx Brothers, Inc., as co-lead arrangers, X.X. Xxxxxx Securities
Inc., Xxxxxx Brothers, Inc. and UBS Securities LLC, as joint bookrunners, CALYON New York Branch
and RBS Securities Corporation, as co-documentation agents, and the financial institutions party
thereto (the “
Lenders”). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the First Lien Security Agreement, dated as of April 30, 2007,
among the Grantors and the Collateral Agent. I, solely in my capacity as ___, do hereby
certify that as of the date hereof:
1. |
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Names. |
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a) |
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The exact corporate name of each Grantor, as such name appears in its respective certificate
of incorporation or certificate of formation, as applicable, and the jurisdiction in which it
was organized, are as follows: |
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b) |
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Set forth below is each other corporate name each Grantor has had in the past five years,
together with the date of the relevant change: |
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c) |
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Except as set forth in Schedule 1 hereto, no Grantor has changed its identity or
corporate structure in any way within the past five years. Changes in identity or corporate
structure include mergers, consolidations and acquisitions, as well as any change in the form,
nature or jurisdiction of corporate organization. If any such change has occurred, include in
Schedule 1 the information required by Section 1 and 2 of this certificate for each
acquiree or constituent party to a merger or consolidation. |
d) |
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The following is a list of all names (including trade names or similar appellations) used by
each Grantor of its divisions or other business units in connection with the conduct of its
business or the ownership of its properties at any time during the past five years: |
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e) |
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Set forth below is the Federal Taxpayer Identification Number and Organization Identification
Number of each Grantor: |
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Each Grantor is a [limited liability company/corporation] as set forth below. |
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2. |
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Current Locations. |
a) |
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The current mailing address of the chief executive office of each Grantor is . |
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3. |
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Real Estate Mortgage Filings. Attached hereto as Schedule 2 is a schedule
setting forth, with respect to each Real Property Asset (as defined in the Credit Agreement),
(a) the exact corporate name of the Person that owns such property as such name appears in its
certificate of incorporation or other organization document, if applicable, and (b) if
different from the name identified pursuant to clause (a), the exact name of the current
record owner of such property reflected in the records of the filing office in which a Real
Estate Mortgage (as defined in the Credit Agreement) with respect to such property must be
filed or recorded in order for the Agents to obtain a perfected security interest therein. |
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4. |
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Deposit Accounts and Securities Accounts. Attached hereto as Schedule 3 is
a true and correct list of Deposit Accounts and Securities Accounts (other than the Excluded
Accounts) maintained by each Grantor, including the name and address of the depositary
institution, the type of account, and the account number. |
Page 2
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DELTA AIR LINES, INC.
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By: |
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ASA HOLDINGS, INC.
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COMAIR, INC.
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By: |
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COMAIR HOLDINGS, LLC
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COMAIR SERVICES, INC.
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CROWN ROOMS, INC.
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DAL GLOBAL SERVICES, LLC
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DAL MOSCOW, INC.
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By: |
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Title: |
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DELTA AIRELITE BUSINESS JETS, INC.
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Title: |
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DELTA BENEFITS MANAGEMENT, INC.
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By: |
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Name: |
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Title: |
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DELTA CONNECTION ACADEMY, INC.
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By: |
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Name: |
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Title: |
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DELTA LOYALTY MANAGEMENT SERVICES, LLC
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By: |
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Name: |
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Title: |
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DELTA TECHNOLOGY, LLC
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By: |
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Name: |
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Title: |
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EPSILON TRADING, LLC
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By: |
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Name: |
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Title: |
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KAPPA CAPITAL MANAGEMENT, LLC
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By: |
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Name: |
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Title: |
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SCHEDULE I TO
FIRST LIEN SECURITY AGREEMENT
U.S. Copyright Registrations
U.S. Copyright Applications
SCHEDULE II TO
FIRST LIEN SECURITY AGREEMENT
U.S. Patent Registrations
U.S. Patent Applications
SCHEDULE III TO
FIRST LIEN SECURITY AGREEMENT
U.S. Trademark Registrations
U.S. Trademark Applications
SCHEDULE IV TO
FIRST LIEN SECURITY AGREEMENT
Organization
SCHEDULE V TO
FIRST LIEN SECURITY AGREEMENT
Excluded Joint Ventures
SCHEDULE VI TO
FIRST LIEN SECURITY AGREEMENT
Commercial Tort Claims
EXHIBIT C
THIS FIRST LIEN PLEDGE AGREEMENT is subject to the terms and provisions of the Intercreditor
Agreement, dated as of April 30, 2007 (as such agreement may be amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Intercreditor
Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority
Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent for
the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the Guarantors
(as defined below).
This FIRST LIEN PLEDGE AGREEMENT, dated as of April 30, 2007 (as this agreement may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, this
“Agreement”), is by and among DELTA AIR LINES, INC., a Delaware corporation (the
“Borrower”), and all of the direct and indirect domestic subsidiaries of the Borrower
signatory hereto (each a “Guarantor” and together, the “Guarantors”; the Borrower
and the Guarantors are referred to herein individually as a “Pledgor” and collectively as
the “Pledgors”), and JPMORGAN CHASE BANK, N.A., acting as collateral agent (in such
capacity, the “Collateral Agent”) on behalf of the First Priority Secured Parties (as
defined in the Security Agreement, dated as of the date hereof among the Pledgors and the
Collateral Agent (as such agreement may be amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Security Agreement”)).
WHEREAS, in connection with the execution and delivery of this Agreement, the Pledgors are
entering into a First Lien Revolving Credit and Guaranty Agreement, dated as of the date hereof (as
such agreement may be amended, restated, amended and restated, supplemented or otherwise modified,
renewed or replaced from time to time, the “
Credit Agreement”) among the Pledgors, JPMorgan
Chase Bank, N.A., as administrative agent for the financial institutions party thereto (the
“
Lenders”), the Collateral Agent, UBS Securities LLC, as syndication agent, X.X. Xxxxxx
Securities Inc. and Xxxxxx Brothers Inc., as co-lead arrangers, X.X. Xxxxxx Securities Inc., Xxxxxx
Brothers Inc. and UBS Securities LLC, as joint bookrunners, CALYON New York Branch and RBS
Securities Corporation, as co-documentation agents, and the Lenders; and
NOW, THEREFORE, in order to (i) secure the prompt and complete payment when due of the First
Priority Obligations and for good and valuable consideration, the receipt of which is hereby
acknowledged, and (ii) grant and pledge to the Collateral Agent, for the ratable benefit of the
First Priority Secured Parties, a security interest in all of the Pledgors’ right, title and
interest in, to and under the Pledged Collateral whether presently existing or hereafter arising or
acquired, each of the Pledgors and the Collateral Agent, on behalf of itself and each First
Priority Secured Party (and each of their respective successors or permitted assigns), hereby
agrees as follows:
SECTION 1. Definition of Certain Terms Used Herein. Except as specifically defined
in this Agreement, all capitalized terms shall have the meanings given to those terms in the
Security Agreement.
SECTION 2. Pledge. As security for the payment in full of the First Priority
Obligations, each Pledgor hereby pledges and grants to the Collateral Agent, its successors and
permitted assigns, for the benefit of the First Priority Secured Parties, a security interest in
all of such Pledgor’s right, title and interest in, to and under (a) any shares of capital stock,
partnership interests, membership interests in a limited liability company, beneficial interests in
a trust or other equity ownership interests in a Person (collectively, the “Equity
Interests”) owned by such Pledgor (other than Excluded Equity Interests) (which, if
certificated, are listed on Schedule I hereto) and any Equity Interests obtained in the
future by such Pledgor (other than Excluded Equity Interests) and the certificates (if any)
representing all such Equity Interests (collectively, the “Pledged Equity Interests”);
provided that (i) Pledged Equity Interests of each foreign subsidiary of a Pledgor shall be
limited, in the aggregate, to the pledge of 65% of the issued and outstanding common stock,
partnership interest or membership interest, as applicable, of such foreign subsidiary
notwithstanding the delivery by any Pledgor to the Collateral Agent of a stock or unit certificate,
as applicable, representing in excess of such percentage ownership and (ii) any interests of any of
the Pledgors in the joint ventures set forth on Schedule V attached to the Security
Agreement and any subsequent joint ventures in which the Pledgors invest shall be excluded from the
definition of Pledged Equity Interests to the extent that applicable law or the organizational
documents with respect to any such joint venture (including other applicable agreements among the
investors in such joint venture) (x) do not permit the pledge or assignment of such interest or (y)
require the consent of any third party to permit such pledge or assignment (to the extent such
consent has not been granted), it being understood that as to any such joint venture where the
applicable organizational documents (including other agreements among the investors in such joint
venture) permit such pledge without the consent of any third party and in accordance with
applicable law, such interest in such joint venture shall be included in the definition of Pledged
Equity Interests (subject to clause (i) above) and the applicable Pledgor shall cause the related
certificates, if any, for such joint venture to be delivered to the Collateral Agent within ninety
(90) days from the Closing Date (or such longer period as the Collateral Agent may agree); (b)(i)
the Indebtedness evidenced by promissory notes and instruments and individually in excess of
$5,000,000 owed to it which are listed opposite the name of such Pledgor on Schedule I
hereto, (ii) any Indebtedness evidenced by promissory notes and instruments and individually in
excess of $5,000,000 arising in the future and owing to such Pledgor; and (iii) the promissory
notes and any other instruments evidencing such Indebtedness; (c) subject to Section 7 hereof, all
payments of principal or interest, dividends, cash, instruments and other property from time to
time received, receivable or otherwise distributed, in respect of,
2
in exchange for or upon the conversion of the securities or Indebtedness referred to in
clauses (a) and (b) above; (d) subject to Section 7 hereof, all rights and privileges of such
Pledgor with respect to the securities, Indebtedness and other property referred to in clauses (a),
(b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses
(a) through (e) above being collectively referred to as the “Pledged Collateral”). Without
limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing
statements (including a financing statement describing the Pledged Collateral, together with the
other Collateral granted pursuant to the Security Agreement, as “all personal property (other than
Excluded Property)” or “all assets (other than Excluded Property)” of the debtor or words of
similar effect or with greater detail) or continuation statements for the purpose of perfecting,
confirming, continuing, enforcing or protecting the security interest granted by each Pledgor
hereunder, without the signature of any Pledgors, and naming any Pledgor or the Pledgors as debtors
and the Collateral Agent as secured party.
SECTION 3. No Assumption of Liability. The security interest in the Pledged
Collateral is granted as security only and shall not subject the Collateral Agent or any other
First Priority Secured Party to any obligation or liability, or in any way alter or modify, any
obligation or liability of any Pledgor, in each case, with respect to or arising out of the Pledged
Collateral.
SECTION 4. Delivery of the Pledged Collateral.
(a) Upon delivery to the Collateral Agent, any stock certificates, notes or other securities
to the extent certificated now or hereafter included in the Pledged Collateral (the “Pledged
Securities”) shall be accompanied by stock powers or note powers, as applicable, duly executed
in blank or other instruments of transfer reasonably satisfactory to the Collateral Agent and by
such other instruments and documents as the Collateral Agent may reasonably request in order to
allow the Collateral Agent, only upon the occurrence and during the continuance of an Event of
Default, to exercise its rights and remedies under this Agreement. Each delivery of Pledged
Securities shall be accompanied by a schedule describing the securities theretofore and then being
pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part
hereof. Each schedule so delivered shall supersede any prior schedules so delivered. Schedule
I may be amended from time to time by the addition of the Pledged Collateral subsequently
created or acquired by execution of a Supplement in substantially the form of Annex I
attached hereto.
(b) Each Pledgor will promptly deliver to the Collateral Agent any certificate representing
Pledged Equity Interests owned by it.
(c) Each Pledgor will pledge and promptly deliver to the Collateral Agent any promissory note
issued in such Pledgor’s favor evidencing indebtedness for borrowed money that constitutes Pledged
Collateral owed to the Pledgor by any Person which promissory note has a face value in excess of
$5,000,000.
SECTION 5. Representations, Warranties And Covenants. Each Pledgor hereby
represents, warrants and covenants, as to itself and the Pledged Collateral pledged by it
hereunder, to the Collateral Agent that:
3
(a) the Pledged Equity Interests represent that percentage as set forth on Schedule I
(as supplemented from time to time) of the issued and outstanding shares of each class of the
Equity Interests of the issuer with respect thereto;
(b) except for the security interest granted hereunder or as otherwise permitted in the Credit
Agreement or hereunder, such Pledgor (i) is and will at all times continue to be the direct owner,
beneficially and of record, of the Pledged Collateral indicated on Schedule I (as
supplemented from time to time), (ii) holds the same free and clear of all Liens except for Liens
permitted by Section 6.01 of the Credit Agreement (including any waiver or amendment thereto
subsequent to the Closing Date), (iii) will make no assignment, pledge, hypothecation or transfer
of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral
other than pursuant hereto and as permitted by the Credit Agreement, and (iv) subject to Section 6,
will cause any and all Pledged Collateral that is certificated to be promptly deposited with the
Collateral Agent and pledged hereunder;
(c) such Pledgor (i) has the requisite corporate or limited liability company, as applicable,
power and authority to pledge the Pledged Collateral in the manner hereby done or contemplated and
(ii) will, to the extent commercially reasonable, defend its title or interest thereto or therein
against any and all Liens, however arising, of all Persons whomsoever (other than Liens granted
hereunder or Permitted Liens);
(d) except as already obtained, no consent of any other Person (including stockholders or
creditors of any Pledgor) and no consent or approval of any governmental authority or any
securities exchange was or is necessary to the validity of the pledge effected hereby;
(e) by virtue of the execution and delivery by the Pledgors of this Agreement, when the
Pledged Securities, certificates or other documents representing or evidencing the Pledged
Collateral are delivered to the Collateral Agent (and upon the filing of appropriate financing
statements in the office of the Secretary of State of the jurisdiction of organization of the
applicable Pledgor identifying such Pledged Collateral and payment of the required fees) in
accordance with this Agreement, the Collateral Agent will have a valid and perfected lien upon, and
security interest in (subject to Liens permitted under the Credit Agreement), such Pledged
Collateral as security for the payment and performance of the First Priority Obligations;
provided, however, that to the extent the Pledged Collateral constitutes securities
or interests in an entity with its jurisdiction of organization outside the United States, other
actions may be required in order to perfect the Collateral Agent’s security interest thereon in
accordance with the laws of that jurisdiction;
(f) the pledge effected hereby is effective to vest in the Collateral Agent, on behalf of the
First Priority Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set
forth herein;
(g) all information set forth herein relating to the Pledged Collateral, including but not
limited to the information set forth on Schedule I hereto as updated from time to time, is
accurate and complete in all material respects as of the date hereof;
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(h) the Pledged Equity Interests issued by each Subsidiary of a Pledgor have been duly
authorized and, to the extent applicable, validly issued and are fully paid and non-assessable; and
(i) the Pledged Equity Interests described on Schedule I hereof, as updated from time
to time, constitute all of the issued and outstanding Equity Interests of each of the Subsidiaries
of such Pledgor owned by such Pledgor and required to be pledged hereunder.
SECTION 6. Registration in Nominee Name; Denominations. Upon the occurrence and
during the continuance of an Event of Default, the Collateral Agent shall have the right, in its
sole and absolute discretion, to hold the Pledged Collateral in its own name as pledgee, in the
name of its nominee (as pledgee or as sub-agent) or in the name of the Pledgors, endorsed or
assigned in blank or in favor of the Collateral Agent. Upon the occurrence and during the
continuance of an Event of Default, each Pledgor will promptly give to the Collateral Agent copies
of any material written notices or other written communications received by it with respect to
Pledged Collateral registered in the name of such Pledgor. Upon the occurrence of and during the
continuance of an Event of Default, the Collateral Agent shall at all times have the right to
exchange, at the relevant Pledgor’s expense, the certificates representing Pledged Collateral for
certificates of smaller or larger denominations for any purpose consistent with this Agreement.
SECTION 7. Voting Rights; Dividends and Interest, Etc.
(a) Unless and until an Event of Default shall have occurred and be continuing and prior
written notice has been delivered to the applicable Pledgor:
(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights
and powers inuring to an owner of Pledged Collateral or any part thereof for any purpose consistent
with the terms of this Agreement and the other Loan Documents.
(ii) Each Pledgor shall be entitled to receive and retain any and all cash dividends, interest
and principal paid on the Pledged Collateral to the extent and only to the extent that such cash
dividends, interest and principal are permitted by, and otherwise paid in accordance with, the
terms and conditions of the Loan Documents and applicable laws. All noncash dividends, interest and
principal, and all dividends, interest and principal paid or payable in cash or otherwise in
connection with a partial or total liquidation or dissolution, return of capital, capital surplus
or paid-in surplus, and all other distributions (other than distributions referred to in the
preceding sentence) made on or in respect of the Pledged Collateral, whether paid or payable in
cash or otherwise, whether resulting from a subdivision, combination or reclassification of the
outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for
Pledged Collateral or any part thereof, or in redemption thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which such issuer may be a party or
otherwise, shall be and become part of the Pledged Collateral and, if received by any Pledgor,
shall not be commingled by such Pledgor with any of its other funds or property but shall be held
separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and
shall be promptly delivered to the Collateral Agent in the same form as so received (with any
necessary endorsement).
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(iii) The Collateral Agent shall execute and deliver to each Pledgor, or cause to be executed
and delivered to each Pledgor, all such proxies, powers of attorney and other instruments as such
Pledgor may reasonably request for the purpose of enabling such Pledgor to exercise the voting
and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above
and to receive the cash dividends it is entitled to receive pursuant to subparagraph (ii) above.
(b) Upon the occurrence and during the continuance of an Event of Default and with prior
written notice by the Collateral Agent to the applicable Pledgor, all rights of any Pledgor to
dividends, interest or principal that such Pledgor is authorized to receive pursuant to paragraph
(a)(ii) above shall cease, and all such rights shall thereupon become vested in the Collateral
Agent, which shall have the sole and exclusive right and authority to receive and retain such
dividends, interest or principal. Upon the occurrence and during the continuance of an Event of
Default all dividends, interest or principal received by the Pledgor contrary to the provisions of
this Section 7 shall be held in trust for the benefit of the Collateral Agent, shall be segregated
from other property or funds of such Pledgor and shall be promptly delivered to the Collateral
Agent in the same form as so received (with any necessary endorsement). Any and all money and
other property paid over to or received by the Collateral Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Collateral Agent in an account to be established by the
Collateral Agent upon receipt of such money or other property to be applied in accordance with
Section 2.17(b) of the Credit Agreement. After all Events of Default have been cured or waived,
(i) the Pledgor shall thereafter be entitled to retain all cash dividends, interest and principal
that such Pledgor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(ii)
above and (ii) upon the request of such Pledgor, within five (5) Business Days after such cure or
waiver, the Collateral Agent shall repay and deliver to such Pledgor all cash and monies that such
Pledgor would have otherwise been entitled to retain pursuant to Section 7(a)(i) which was not
applied in accordance with Section 2.17(b) of the Credit Agreement.
(c) Upon the occurrence and during the continuance of an Event of Default, all rights of any
Pledgor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant
to paragraph (a)(i) of this Section 7, and the obligations of the Collateral Agent under paragraph
(a)(iii) of this Section 7, shall cease upon the giving of written notice by the Collateral Agent
to the Pledgor, and upon the giving of such written notice all such rights shall thereupon become
vested in the Collateral Agent, which shall have the sole and exclusive right and authority to
exercise such voting and consensual rights and powers, provided that the Collateral Agent
shall have the right, but not the obligation, from time to time following and during the
continuance of an Event of Default to permit the Pledgors to exercise such rights. After all Events
of Default have been cured or waived, each Pledgor will have the right to exercise the voting and
consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms
of paragraph (a)(i) above.
SECTION 8. Remedies Upon Default.
(a) Upon the occurrence and during the continuance of an Event of Default, the Collateral
Agent, on behalf of the First Priority Secured Parties, may exercise all the rights and remedies
granted under this Agreement or otherwise available to it under applicable law, including, without
limitation, the right to sell the Pledged Collateral, or any part thereof, at
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public or private sale or at any broker’s board, on any securities exchange or in the
over-the-counter market, for cash, upon credit or for future delivery as the Collateral Agent shall
deem appropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral
Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the
full extent permitted by applicable law the prospective bidders or purchasers to Persons who will
represent and agree that they are purchasing the Pledged Collateral for their own account for
investment and not with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such
sale shall hold the property sold absolutely free from any claim or right on the part of any
Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of
redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have
under any rule of law or statute now existing or hereafter enacted.
(b) Each Pledgor agrees that, to the extent notice of any such sale shall be required by law,
at least ten (10) Business Days’ notice to the applicable Pledgor of the Collateral Agent’s
intention to make any sale of Collateral shall constitute reasonable notification. Such notice, in
the case of a public sale, shall state the time and place for such sale and, in the case of a sale
at a broker’s board or on a securities exchange, shall state the board or exchange at which such
sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be
offered for sale at such board or exchange. Any such public sale shall be held at such time or
times within ordinary business hours and at such place or places as the Collateral Agent may fix
and state in the notice of such sale. At any such sale, the Pledged Collateral, or portion thereof,
to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent
may, in its sole and absolute discretion, determine. The Collateral Agent shall not be obligated to
make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact
that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may,
without notice or publication, adjourn any public or private sale or cause the same to be adjourned
from time to time by announcement at the time and place fixed for sale, and such sale may, without
further notice, be made at the time and place to which the same was so adjourned. In case any sale
of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged
Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by
the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case
any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold
and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At
any public (or, to the extent permitted by applicable law, private) sale made pursuant to this
Section 8, any First Priority Secured Party may bid for or purchase, free from any claim or right
of whatever kind, including any equity of redemption, of the Pledgors, any such demand, notice,
claim, right or equity being hereby expressly waived and released to the extent permitted by
applicable law, the Pledged Collateral or any part thereof offered for sale and may make payment on
account thereof by using any First Priority Obligation then due and payable to it from such Pledgor
as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold,
retain and dispose of such property without further accountability to such Pledgor therefor.
SECTION 9. Application of Proceeds of Sale. The proceeds of sale of the Pledged
Collateral sold pursuant to Section 8 hereof shall be applied by the Collateral Agent on behalf of
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the First Priority Secured Parties in accordance with the terms of Section 2.17(b) of the
Credit Agreement and the Intercreditor Agreement. Each Pledgor shall remain liable for any
deficiency if the proceeds of any such disposition are insufficient to pay its First Priority
Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral
Agent or any First Priority Secured Party to collect such deficiency.
SECTION 10. Reimbursement of Collateral Agent.
(a) Without duplication of any fees or expenses provided for under the Credit Agreement and
the other Loan Documents, each Pledgor jointly and severally agrees to pay to the Collateral Agent
within 30 days of written demand (including back-up documentation supporting such reimbursement
request) the amount of any and all reasonable out-of-pocket expenses, disbursements and other
reasonable charges of its counsel (including, without limitation, local and special counsel) and of
any experts or agents or appraisers, which the Collateral Agent may incur in connection with (i)
the administration of this Agreement, (ii) the custody or preservation of, or the sale of,
collection from, or other realization upon, any of the Pledged Collateral, (iii) the exercise,
enforcement or protection of any of the rights of the Collateral Agent hereunder or (iv) the
failure by such Pledgor to perform or observe any of the provisions hereof.
(b) Without duplication of its indemnification obligations under the other Loan Documents,
each Pledgor agrees to indemnify the Collateral Agent, the other First Priority Secured Parties and
their respective Indemnitees (collectively, the “Indemnified Parties”) against, and hold
each such Indemnified Party harmless from, any and all losses, claims, damages, liabilities and
related expenses, including reasonable counsel fees, other charges and disbursements, incurred by
or asserted against any such Indemnified Party arising out of, in any way connected with, or as a
result of (i) the execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective obligations
hereunder or the consummation of the other transactions contemplated hereby or (ii) any claim,
litigation, investigation or proceeding relating to any of the foregoing, whether or not any
Indemnified Party is a party thereto, provided that such indemnity shall not, as to any
Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the bad faith, gross negligence or willful misconduct of such
Indemnified Party.
(c) Any amounts payable as provided hereunder shall be additional First Priority Obligations
secured hereby and by the other Loan Documents. The provisions of this Section 10 shall survive
and remain in full force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of any of the Loans, the expiration or termination of the Letters of Credit
and the Commitments, the return of the Credit-Linked Deposit, the termination of this Agreement or
the invalidity or unenforceability of any term or provision of this Agreement. All amounts due
under this Section 10 shall be payable within 30 days of written demand (together with back-up
documentation supporting such reimbursement request) therefor to the relevant Pledgor given in
accordance with Section 17 hereof.
8
SECTION 11. Collateral Agent Appointed Attorney-In-Fact. Until termination of this
Agreement in accordance with Section 16 hereof, each Pledgor hereby appoints the Collateral Agent
the attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this
Agreement and taking any action and executing any instrument that the Collateral Agent may deem
necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and
coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent
shall have the right, upon the occurrence and during the continuance of an Event of Default, with
full power of substitution either in the Collateral Agent’s name or in the name of such Pledgor, to
ask for, demand, xxx for, collect, receive and give acquittance for any and all monies due or to
become due under and by virtue of any Pledged Collateral, to endorse checks, drafts, orders and
other instruments for the payment of money payable to the Pledgor representing any interest or
dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or
on account thereof and to give full discharge for the same, to settle, compromise, prosecute or
defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge,
transfer and make any agreement respecting, or otherwise deal with, the same; provided,
however, that nothing herein contained shall be construed as requiring or obligating the
Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of
any payment received by the Collateral Agent, or to present or file any claim or notice, or to take
any action with respect to the Pledged Collateral or any part thereof or the monies due or to
become due in respect thereof or any property covered thereby. The Collateral Agent and the other
First Priority Secured Parties shall be accountable only for amounts actually received hereunder,
and neither they nor their shareholders, officers, directors, employees or agents shall be
responsible to any Pledgor for any act or failure to act hereunder, except for their own gross
negligence, bad faith or willful misconduct.
SECTION 12. Collateral Agent May Perform. If any Pledgor fails to perform any
agreement contained herein, upon written notice to such Pledgor and to the extent the applicable
Pledgor has not remedied such failure to perform within 30 days, the Collateral Agent may itself
perform, or cause performance of, such agreement, and the reasonable out-of-pocket expenses of the
Collateral Agent incurred in connection therewith shall be payable by the Pledgors under Section 10
hereof.
SECTION 13. Waivers; Amendment.
(a) No failure or delay of the Collateral Agent in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Collateral Agent hereunder and of the other First Priority Secured Parties under
the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provisions of this Agreement or consent to any departure by
any Pledgor therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. No notice or demand on any Pledgor in any case shall
entitle such Pledgor to any other or further notice or demand in similar or other circumstances.
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(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to a written agreement entered into between the Collateral Agent and the Pledgor or
Pledgors with respect to which such waiver, amendment or modification is to apply, subject (other
than in the case of any Schedule hereto) to Section 10.08 of the Credit Agreement and the
Intercreditor Agreement.
SECTION 14. Securities Act, Etc. In view of the position of the Pledgors in relation
to the Pledged Securities, or because of other current or future circumstances, a question may
arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute
hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from
time to time in effect being called the “Federal Securities Laws”) with respect to any
disposition of the Pledged Securities permitted hereunder. Each Pledgor understands that
compliance with the Federal Securities Laws might limit the course of conduct of the Collateral
Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged
Securities, and might also limit the extent to which or the manner in which any subsequent
transferee of any Pledged Securities could dispose of the same. Similarly, there may be other legal
restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part
of the Pledged Securities under applicable Blue Sky or other state securities laws or similar laws
analogous in purpose or effect. Each Pledgor recognizes that in light of such restrictions and
limitations the Collateral Agent may, with respect to any sale of the Pledged Securities, limit the
purchasers to those who will agree, among other things, to acquire such Pledged Securities for
their own account, for investment, and not with a view to the distribution or resale thereof. Each
Pledgor acknowledges and agrees that in light of such restrictions and limitations, the Collateral
Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Pledged Securities or part thereof shall
have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single
potential purchaser to effect such sale. Each Pledgor acknowledges and agrees that any such sale
might result in prices and other terms less favorable to the seller than if such sale were a public
sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no
responsibility or liability for selling all or any part of the Pledged Securities at a price that
the Collateral Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under
the circumstances, notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or if more than a
single purchaser were approached. The provisions of this Section 14 will apply notwithstanding the
existence of a public or private market upon which the quotations or sales prices may exceed
substantially the price at which the Collateral Agent sells.
SECTION 15. Security Interest Absolute. All rights of the Collateral Agent
hereunder, the grant of a security interest in the Pledged Collateral and all obligations of each
Pledgor hereunder, shall, to the fullest extent permitted by applicable law, be absolute and
unconditional irrespective of (a) any lack of validity or enforceability of the Loan Documents, any
agreement with respect to any of the First Priority Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment
of, or in any other term of, all or any of the First Priority Obligations, or any other amendment
or waiver of or any consent to any departure from any Loan Document or any other agreement or
instrument relating to any of the foregoing, (c) any exchange, release or nonperfection of any
other collateral, or any release or amendment or waiver of or consent to or
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departure from any guarantee, for all or any of the First Priority Obligations or (d) any
other circumstance that might otherwise constitute a defense available to, or a discharge of, any
Pledgor in respect of the First Priority Obligations or in respect of this Agreement (other than
that the First Priority Obligations Payment Date shall have occurred).
SECTION 16. Termination or Release.
(a) This Agreement and the pledge and security interest created hereby shall terminate without
any further action by any Person when the First Priority Obligations Payment Date shall have
occurred.
(b) Upon any sale or other transfer by any Pledgor of any Pledged Collateral that is permitted
under the Credit Agreement to any person that is not a Pledgor, or, upon the effectiveness of any
written consent to the release of the security interest granted hereby in any Pledged Collateral
pursuant to the Credit Agreement, the security interest in such Pledged Collateral shall be
automatically released.
(c) Upon termination of this Agreement or release of the security interest in any Pledged
Collateral pursuant to (a) or (b) above, the Collateral Agent shall promptly execute and deliver to
the Pledgors, at the Pledgors’ expense, all appropriate documents which the Pledgors shall
reasonably request to evidence such termination or release. Any execution and delivery of
termination statements or documents pursuant to this Section 16 shall be without recourse to or
warranty by the Collateral Agent.
SECTION 17. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and delivered in the manner and at the
addresses set forth in, and otherwise in accordance with, Section 10.01 of the Credit Agreement.
SECTION 18. Further Assurances. Each Pledgor agrees to do such further acts and
things, and to execute and deliver such additional conveyances, assignments, agreements and
instruments, as the Collateral Agent may at any time reasonably request in connection with the
administration and enforcement of this Agreement or with respect to the Pledged Collateral or any
part thereof or in order better to assure and confirm unto the Collateral Agent its rights and
remedies hereunder, in each case to the extent required by the terms hereof or the terms of the
Credit Agreement.
SECTION 19. Binding Effect; Several Agreement; Assignments. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be deemed to include the
successors and permitted assigns of such party; and all covenants, promises and agreements by or on
behalf of any Pledgor that are contained in this Agreement shall bind and inure to the benefit of
its successors and assigns. This Agreement shall become effective as to any Pledgor when a
counterpart hereof executed on behalf of such Pledgor shall have been delivered to the Collateral
Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and
thereafter shall be binding upon such Pledgor and the Collateral Agent and their respective
successors and permitted assigns, and shall inure to the benefit of such Pledgor, the Collateral
Agent and the other First Priority Secured Parties, and their respective successors and permitted
assigns, except that no Pledgor shall have the right to assign its rights hereunder or any
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interest herein or in the Pledged Collateral (and any such attempted assignment shall be
void), except as permitted by this Agreement or the other Loan Documents. This Agreement shall be
construed as a separate agreement with respect to each Pledgor and may be amended, restated,
amended and restated, modified, supplemented, waived or released with respect to any Pledgor
without the approval of any other Pledgor and without affecting the obligations of any other
Pledgor hereunder.
SECTION 20. Set-Off. Upon the occurrence and during the continuance of any Event of
Default pursuant to Section 7.01(b) of the Credit Agreement, the Collateral Agent, the
Administrative Agent and each First Priority Secured Party (and their respective banking
Affiliates) is hereby authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final but excluding deposits in the Escrow Accounts, Payroll Accounts and other accounts, in
each case, held in trust for an identified beneficiary) at any time held and other indebtedness at
any time owing by the Collateral Agent, the Administrative Agent and each such First Priority
Secured Party (or any of such banking Affiliates) to or for the credit or the account of the
Borrower or any Guarantor against any and all of any such overdue amounts owing under the Loan
Documents, irrespective of whether or not the Collateral Agent, the Administrative Agent or such
First Priority Secured Party shall have made any demand under any Loan Document. Each First
Priority Secured Party, the Collateral Agent and the Administrative Agent agree promptly to notify
the Borrower and Guarantors after any such set-off and application made by such First Priority
Secured Party, the Collateral Agent or the Administrative Agent (or any of such banking
Affiliates), as the case may be, provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each First Priority Secured Party, the
Collateral Agent and the Administrative Agent under this Section are in addition to other rights
and remedies which such First Priority Secured Party, the Collateral Agent and the Administrative
Agent may have upon the occurrence and during the continuance of any Event of Default.
SECTION 21.Severability. In the event any one or more of the provisions contained in
this Agreement should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby (it being understood that the invalidity of a particular provision in
a particular jurisdiction shall not in and of itself affect the validity of such provision in any
other jurisdiction).
SECTION 22. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York without reference to conflict of
laws principles.
SECTION 23. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall constitute an original, but all of which, when taken together,
shall constitute a single contract, and shall become effective as provided in Section 19. Delivery
of an executed counterpart of a signature page to this Agreement by telecopy or electronic .pdf
copy shall be as effective as delivery of a manually executed counterpart of this Agreement.
SECTION 24. Jurisdiction; Consent to Service of Process.
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(a) Each Pledgor hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York and of the United
States District Court of the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that, to the extent permitted by applicable law, all claims in respect of
any such action or proceeding may be heard and determined in such New York State court or, to the
extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall, to the extent permitted by law, be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that the Collateral Agent or any other First
Priority Secured Party may otherwise have to bring any action or proceeding relating to this
Agreement or the other Loan Documents against any Pledgor or its properties in the courts of any
jurisdiction.
(b) Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any court described in subparagraph (a) above. Each Pledgor hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.
(c) Each Pledgor irrevocably consents to service of process in the manner provided for notices
in Section 17 hereof. Nothing in this Agreement will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.
SECTION 25. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
SECTION 26. Additional Pledgors. Pursuant to Section 5.14 of the Credit Agreement,
each direct or indirect domestic Subsidiary (other than Immaterial Subsidiaries, Excluded
Subsidiaries or Restricted Captive Insurance Company Subsidiaries) of the Borrower that was not in
existence or not a Subsidiary on the date of the Credit Agreement is required to enter into this
Agreement as a Pledgor upon becoming a Subsidiary if such Subsidiary owns or possesses property of
a type that would be considered Pledged Collateral hereunder. Upon execution and delivery by the
Collateral Agent and a Subsidiary of an instrument in the form of Exhibit H to the Credit
Agreement, such Subsidiary shall become a Pledgor hereunder with the same force and effect as if
originally named as a Pledgor herein. The execution and delivery of
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such instrument shall not require the consent of any Pledgor hereunder. The rights and
obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the
addition of any new Pledgor as a party to this Agreement.
SECTION 27. Intercreditor Agreement. Notwithstanding anything to the contrary
contained in this Agreement, the Liens and rights granted pursuant to this Agreement shall be as
set forth in, and subject to the terms and conditions of, the Intercreditor Agreement. In the
event of any conflict between this Agreement and the Intercreditor Agreement, the Intercreditor
Agreement shall control, and no right, power, or remedy granted to the Collateral Agent hereunder
or under any other Loan Document shall be exercised by the Collateral Agent, and no direction shall
be given by the Collateral Agent in contravention of the Intercreditor Agreement.
[Remainder of Page Intentionally Left Blank]
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DELTA AIR LINES, INC.
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ASA HOLDINGS, INC.
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COMAIR, INC.
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By: |
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COMAIR HOLDINGS, LLC
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COMAIR SERVICES, INC.
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Title: |
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CROWN ROOMS, INC.
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DAL GLOBAL SERVICES, LLC
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Signature Page to First Lien Pledge Agreement
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DAL MOSCOW, INC.
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DELTA AIRELITE BUSINESS JETS, INC.
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DELTA BENEFITS MANAGEMENT, INC.
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Title: |
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DELTA CONNECTION ACADEMY, INC.
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Title: |
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DELTA LOYALTY MANAGEMENT SERVICES, LLC
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Title: |
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DELTA TECHNOLOGY, LLC
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By: |
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EPSILON TRADING, LLC
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Signature Page to First Lien Pledge Agreement
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KAPPA CAPITAL MANAGEMENT, LLC
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Signature Page to First Lien Pledge Agreement
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Accepted and Agreed to:
JPMORGAN CHASE BANK, N.A.
as Collateral Agent
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Signature Page to First Lien Pledge Agreement
Schedule I to the First Lien Pledge Agreement
EQUITY INTERESTS
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No. and Class |
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INDEBTEDNESS
Schedule I to First Lien Pledge Agreement
EXHIBIT C
ANNEX I
FORM OF SUPPLEMENT
SUPPLEMENT NO. ___TO
FIRST LIEN PLEDGE AGREEMENT DATED AS OF APRIL 30, 2007.
WHEREAS, pursuant to that certain First Lien Pledge Agreement, dated as of April 30, 2007 (as
the same has been, or may hereafter be, amended, restated, amended and restated, supplemented or
otherwise modified from time to time, the “Pledge Agreement”; capitalized terms used herein
without definition have the meanings given to them in the Pledge Agreement) made by DELTA AIR
LINES, INC. (the “Borrower”), the direct and indirect domestic subsidiaries of the Borrower
signatory thereto, [ANY ADDITIONAL PLEDGORS,] (together with the Borrower, the “Pledgors”),
in favor of JPMORGAN CHASE BANK, N.A. (the “Collateral Agent”) for the First Priority
Secured Parties, the Pledgors have granted and pledged to the Collateral Agent for the ratable
benefit of the First Priority Secured Parties, a security interest in all of the Pledgors’ right,
title and interest in, to and under the Pledged Collateral, all as more fully set forth in the
Pledge Agreement.
A. WHEREAS, the Pledgors have acquired or created additional Pledged Collateral since the date
of execution of the Pledge Agreement and the most recent Supplement thereto and hold certain
additional Pledged Collateral; and
B. WHEREAS, Schedule I to the Pledge Agreement does not reflect Pledged Collateral
acquired or created by the Pledgors since the date of execution of the Pledge Agreement and the
most recent Supplement thereto.
To secure the prompt and complete payment when due of the First Priority Obligations (other
than contingent indemnification obligations not due and payable) of the Borrowers, to secure the
performance and observance by each of the Pledgors of all the agreements, covenants and provisions
contained in the Credit Agreement and in the Loan Documents for the benefit of the Collateral Agent
on behalf of the First Priority Secured Parties, the Pledgors do hereby grant to the Collateral
Agent, for the ratable benefit of the First Priority Secured Parties, a security interest (subject
to Liens permitted by the Credit Agreement) in and to all of the Pledgors’ right, title and
interest in and to the Pledged Collateral being added to Schedule I to the Pledge Agreement
below.
The Pledge Agreement is hereby supplemented, effective as of the date hereof, by amending
Schedule I thereof so as to reflect all of the Pledged Collateral in and to which the
Pledgors have granted a security interest to the Collateral Agent, for the ratable benefit of the
First Priority Secured Parties, pursuant to the terms of the Pledge Agreement and the Credit
Agreement.
The following Pledged Collateral is hereby added to Schedule I to the Pledge
Agreement:
EQUITY INTERESTS
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Except as expressly supplemented hereby, the Pledge Agreement shall continue in full force and
effect in accordance with the provisions thereof on the date hereof. As used in the Pledge
Agreement, the terms “Agreement”, “this Agreement”, “this Pledge Agreement”, “herein”, “hereafter”,
“hereto”, “hereof” and words of similar import, shall, unless the context otherwise requires, mean
the Pledge Agreement as supplemented by this Supplement and all other Supplements.
This Supplement shall be construed as supplemental to the Pledge Agreement and shall form a
part thereof, and the Pledge Agreement and all documents contemplated thereby and any previously
executed Supplements thereto, are each hereby incorporated by reference herein and confirmed and
ratified by the Pledgors.
The execution and filing of this Supplement, and the addition of the Pledged Collateral set
forth herein are not intended by the parties to derogate from, or extinguish, any of the rights or
remedies of the Collateral Agent under (i) the Pledge Agreement and/or any agreement, amendment or
supplement thereto or any other instrument executed by the Pledgors or (ii) any financing
statement, continuation statement, deed or charge or other instrument executed by the Pledgors and
heretofore filed in any state or county in the United States of America or elsewhere.
THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES.
This Supplement may be executed in any number of counterparts, each of which when so executed
and delivered shall constitute an original for all purposes, but all such counterparts taken
together shall constitute but one and the same instrument. Any signature delivered by a party by
facsimile or .pdf electronic transmission shall be deemed to be an original signature thereto.
[Remainder of Page Intentionally Left Blank]
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[NAME OF EACH PLEDGOR]
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By: |
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Name: |
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Title: |
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Accepted and Agreed to:
JPMORGAN CHASE BANK, N.A.
as Collateral Agent
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By: |
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Name: |
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Title: |
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Page 4
EXHIBIT D
FIRST LIEN SLOT, GATE AND ROUTE SECURITY AND PLEDGE AGREEMENT
Dated as of April 30, 2007
from
Delta Air Lines, Inc.,
and
Comair, Inc.
as Grantors
to
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
THIS FIRST LIEN SLOT, GATE AND ROUTE SECURITY AND PLEDGE AGREEMENT is subject to the terms and
provisions of the Intercreditor Agreement, dated as of April 30, 2007 (as such agreement may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the
First Priority Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as
collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc.
and the Guarantors (as defined below).
FIRST LIEN SLOT, GATE AND ROUTE SECURITY AND PLEDGE AGREEMENT
FIRST LIEN SLOT, GATE AND ROUTE SECURITY AND PLEDGE AGREEMENT dated as of April 30, 2007 (this
“Agreement”), made by DELTA AIR LINES, INC., a Delaware corporation (the
“Borrower”), and COMAIR, INC., an Ohio corporation (“Comair” and, together with the
Borrower, the “Grantors”, and each a “Grantor”), to JPMORGAN CHASE BANK, N.A.,
acting as collateral agent (the “Collateral Agent”) for the First Priority Secured Parties
(as defined in the Intercreditor Agreement referred to in the Credit Agreement described below).
WHEREAS, in connection with the execution and delivery of this Agreement, the Borrower is
entering into a
First Lien Revolving Credit and Guaranty Agreement dated as of the date hereof (as
amended and restated, supplemented or otherwise modified from time to time, the “
Credit
Agreement”) among the Borrower, the Subsidiaries of the Borrower party thereto, JPMorgan Chase
Bank, N.A., as administrative agent and collateral agent for the lenders from time to time party
thereto (the “
Lenders”), UBS Securities LLC, as syndication agent, X.X. Xxxxxx Securities
Inc. and Xxxxxx Brothers Inc., as co-lead arrangers, X.X. Xxxxxx Securities Inc., Xxxxxx Brothers
Inc. and UBS Securities LLC, as joint bookrunners, Calyon New York Branch and RBS Securities
Corporation, as co-documentation agents, and the Lenders; and
WHEREAS, unless otherwise defined herein, terms defined in the Credit Agreement are used
herein as therein defined; and
WHEREAS, pursuant to the guaranty set forth in Section 9 of the Credit Agreement, the
Guarantors have agreed to guarantee the payment in full of all the First Priority Obligations of
the Borrower; and
WHEREAS, it is a condition precedent to the making of Loans and the issuance of Letters of
Credit that the Grantors shall have granted a security interest in, pledge of and lien on the
Collateral as security for the First Priority Obligations; and
WHEREAS, the parties hereto desire to more fully set forth their respective rights in
connection with such security interest, pledge and lien; and
NOW, THEREFORE, in consideration of the premises and in order to induce the Lenders to make
Loans and issue Letters of Credit, the Grantors hereby agree with the Collateral Agent as follows:
Section 1. Pledge. Each of the Grantors hereby pledges to the Collateral Agent and
grants to the Collateral Agent for the ratable benefit of the First Priority Secured Parties a
security interest in all of such Grantor’s right, title and interest in and to each of the
following, whether now owned, held or hereafter acquired by such Grantor, and whether now or
hereafter existing or arising (together, the “Collateral”):
(a) each and every FAA Slot of such Grantor; and
(b) to the extent permitted under Applicable Law, each and every Route of such Grantor; and
(c) to the extent permitted by applicable law and contract, each and every Gate Interest of
such Grantor; and
(d) to the extent permitted by applicable law, each and every Foreign Slot of such Grantor;
and
(e) to the extent permitted by applicable law and contract, all Supporting Route Facilities
of such Grantor; and
(f) all Proceeds of any kind of any and all of the foregoing (including, without limitation,
in the cases of the Collateral listed in (c), (d) and (e), above, the proceeds (of any kind)
received or to be received by such Grantor upon the transfer or other disposition of such
Collateral notwithstanding whether the pledge and grant of the security interest in such
Collateral is legally effective under applicable law).
It being understood, that no Grantor shall be deemed to have granted, assigned, conveyed,
mortgaged, pledged, hypothecated or transferred (such actions, collectively, the “granting of a
security interest”) over Collateral insofar as such granting of a security interest would
constitute a breach or violation of a valid and effective restriction in favor of a third party
(including, but not limited to, any mandatory consent rights, and the parties hereby agree that
the Collateral Agent shall not require any actions to be taken with respect to such consent rights
except following the occurrence of an Event of Default as specifically provided herein) that would
result in the termination of such Grantor’s interest in such Collateral or give rise to any valid
and effective indemnification obligation or any valid and effective right to terminate or commence
the exercise of remedies under such restriction. Notwithstanding the foregoing, in no event shall
“Collateral” include any Excluded Property.
Section 2. Security For First Priority Obligations. This Agreement and the Collateral
secure the payment of the Grantors’ First Priority Obligations (as defined in the Intercreditor
Agreement), now or hereafter existing, under the Credit Agreement and the other Loan Documents (and
any other documents in respect of such First Priority Obligations).
Section 3. No Release. Nothing set forth in this Agreement shall relieve any Grantor
from the performance of any term, covenant, condition or agreement on such Grantor’s part to be
performed or observed under or in respect of any of the Collateral or from any liability to any
Person under or in respect of any of the Collateral or impose any obligation on the Collateral
Agent or any First Priority Secured Party to perform or observe any such term, covenant,
2
condition or agreement on such Grantor’s part to be so performed or observed or impose any
liability on the Collateral Agent or any First Priority Secured Party for any act or omission on
the part of such Grantor relating thereto or for any breach of any representation or warranty on
the part of any Grantor contained in this Agreement, or in respect of the Collateral or made in
connection herewith or therewith. This Section shall survive the termination of this Agreement and
the discharge of any Grantor’s other obligations hereunder and under the Loan Documents.
Section 4. Representation, Warranties And Covenants. Each of the Grantors represents,
warrants and covenants as follows:
(a) Filings. To the extent that perfection is governed by the Uniform Commercial
Code in effect in the State of New York from time to time, all filings, registrations and
recordings necessary under U.S. law to create, preserve, protect and perfect the security interest
granted by the Grantors to the Collateral Agent hereby in respect of the Collateral in which the
Grantors are permitted by applicable law to grant a security interest have been accomplished, and
such security interest granted to the Collateral Agent pursuant to this Agreement in and to the
Collateral will constitute a perfected security interest therein prior to the rights of all other
Persons therein (but subject, however, to the authority of the DOT and any Foreign Aviation
Authority or any Airport Authority to amend or withdraw the Routes or Supporting Route Facilities
and/or the authority of the FAA to withdraw FAA Slots pursuant to Title 49 and Title 14, the
rights of other applicable Governmental Authorities, Airport Authorities or Foreign Aviation
Authorities with respect to Routes, Foreign Slots and Supporting Route Facilities, and the rights
of the lessor, sub-lessor or other Person providing any Grantor (or to which the Grantor provides)
the authority to occupy and/or use the Gate Interests and Supporting Route Facilities) and subject
to no other Liens other than Liens permitted by Section 6.01 of the Credit Agreement. Nothing
herein shall be construed to require Grantors to record any memoranda of lease or similar
instruments with respect to Gate Interests.
(b) Ownership. Each Grantor is, and as to Collateral acquired by it from time to
time after the date hereof, such Grantor will be, the holder of all of such Collateral free from
any Lien (other than the Liens referred to in Section 6.01 of the Credit Agreement and subject to
the regulatory authority of the DOT and the FAA under Title 49 and the regulatory authority of
Foreign Aviation Authorities under applicable law). Subject to the preceding sentence, the
Grantors shall defend the Collateral against any and all claims and demands of all Persons at any
time claiming any interest therein adverse to the Collateral Agent or any First Priority Secured
Party.
(c) No Competing Interests. Except as otherwise permitted by clauses (i) and (ii)
below, there is no financing statement (or to any Grantor’s knowledge, without independent
investigation, similar statement or instrument of registration under the law of any jurisdiction
intended to provide notice of a Lien) covering or purporting to cover any interest of any kind in
the Collateral, and so long as the Credit Agreement has not been terminated or any of the First
Priority Obligations remain unpaid, the Grantors shall not execute or authorize to be filed in any
public office any financing statement (or similar statement or instrument of registration under
the law of any jurisdiction intended to provide notice of a Lien) relating to the Collateral of
the Grantors, except financing statements filed or to be filed in respect of and covering the
3
security interests (i) granted hereby to the Collateral Agent and (ii) granted to the holders
of Liens permitted pursuant to Section 6.01 of the Credit Agreement.
(d) Location. The chief executive office of each Grantor is located at the address
listed opposite such Grantor’s name on Schedule 4(d) hereto, which schedule may be updated from
time to time.
(e) As to FAA Slots. Set forth on Schedule 4(e) is a true, correct and complete list
of each Grantor’s Appraised FAA Slots as of the date of this Agreement, which Schedule 4(e) shall
be revised from time to time by such Grantor as provided for in Section 6(d)(i) of this Agreement.
Each Grantor represents and warrants that (A) it holds each of the FAA Slots pursuant to
authority granted by the FAA, other applicable Governmental Authority or Airport Authority,
pursuant to Title 14 or Title 49, as the case may be, or other applicable law, (B) it has, at all
times after obtaining each FAA Slot, complied in all material respects with all of the terms,
conditions and limitations of each rule or regulation of the FAA, DOT, any other applicable
Governmental Authority or Airport Authority applicable thereto and with all applicable provisions
of law, and (C) there exists no violation of such terms, conditions, limitations or law that gives
the FAA, DOT, other applicable Governmental Authority or Airport Authority the right to terminate,
cancel, suspend, withdraw or modify, in any materially adverse respect, the rights of such Grantor
in any such FAA Slot except to the extent that such failure to comply could not be reasonably
expected to result in a Material Adverse Effect.
(f) As to Primary Foreign Slots. Set forth on Schedule 4(f) is a true, correct and
complete list of each Grantor’s Primary Foreign Slots as of the date of this Agreement, which
Schedule 4(f) shall be revised from time to time by such Grantor as provided for in Section
6(d)(i) of this Agreement. Each Grantor represents and warrants that it holds the requisite
authority and holds each of the Primary Foreign Slots pursuant to authority granted by the
applicable Foreign Aviation Authorities, and that it has, at all times after obtaining each such
Primary Foreign Slot, complied in all material respects with all of the terms, conditions, and
limitations of each rule or regulation of the applicable Foreign Aviation Authorities regarding
such Primary Foreign Slots and with all applicable provisions of foreign law, and that there
exists no violation of such terms, conditions, limitations or foreign law that gives any Foreign
Aviation Authority the right to terminate, cancel, suspend, withdraw or modify the rights of such
Grantor in any Primary Foreign Slot in any materially adverse respect except to the extent that
such failure to comply could not be reasonably expected to result in a Material Adverse Effect.
(g) As to Primary Gate Interests.
(i) Set forth on Schedule 4(g) is a true, correct and complete list of each Grantor’s
Primary Gate Interests as of the date of this Agreement which Schedule 4(g) shall be revised
from time to time by such Grantor as provided for in Section 6(d)(iii) of this Agreement.
Except for matters that would not reasonably be expected to result in a Material Adverse Effect,
each Grantor represents and warrants that (A) it holds the Primary Gate Interests pursuant to
authority granted by the applicable Governmental Authority or Airport Authority, and (B) no
violation by the Grantor of any terms, conditions, or limitations of any
4
rule or regulation of the applicable Governmental Authority or Airport Authority regarding
such Primary Gate Interests or any applicable provisions of law has occurred and is continuing
that would give any Governmental Authority or Airport Authority the right to terminate, cancel,
suspend, withdraw or modify in any materially adverse respect the rights of such Grantor in any
such Primary Gate Interests.
(ii) Each Grantor represents and warrants that it is utilizing the Primary Gate Interests
in a manner consistent in all material respects with applicable law, regulations and contracts
in order to preserve its right to hold and have access to the Primary Gate Interests to the
extent necessary to operate sufficient service over each Primary Route to maintain its rights in
and to such Primary Route and the Primary Foreign Slot associated with such Primary Route. No
Grantor has received any written notice from any Governmental Authority or Airport Authority, or
is aware of any other event or circumstance, that would be reasonably likely to impair its right
to hold and use any Primary Gate Interest in any materially adverse respect except to the extent
that such failure to comply could not be reasonably expected to result in a Material Adverse
Effect.
(h) As to Primary Routes. Set forth on Schedule 4(h) is a true, correct and complete
list of each Grantor’s Primary Routes as of the date of this Agreement, which Schedule 4(h) shall
be revised from time to time by such Grantor as provided for in Section 6(d)(ii) of this
Agreement.
(i) As to Primary Supporting Route Facilities. Set forth on Schedule 4(i) is a true,
correct and complete list of each Grantor’s Primary Supporting Route Facilities as of the date of
this Agreement, which Schedule 4(i) shall be revised from time to time by such Grantor as provided
in Section 6(d)(iii) of this Agreement. Each Grantor represents and warrants that (A) it holds
the Primary Supporting Route Facilities pursuant to authority granted by the applicable Foreign
Aviation Authorities or Airport Authorities, and (B) no violation by such Grantor of any terms,
conditions, or limitations of any rule or regulation of the applicable Foreign Aviation
Authorities or Airport Authorities regarding such Primary Supporting Route Facilities or any
applicable provisions of foreign law has occurred and is continuing that gives the applicable
Foreign Aviation Authorities or Airport Authority the regulatory authority to terminate, cancel,
suspend, withdraw or modify in any materially adverse respect the rights of such Grantor in any
Primary Supporting Route Facilities except to the extent that such violation could not reasonably
be expected to result in a Material Adverse Effect.
(j) Authority and Accuracy. Except as otherwise provided to the contrary herein,
each Grantor has full corporate power and authority and legal right to grant a security interest
in and pledge all the Collateral of such Grantor pursuant to this Agreement. All information set
forth herein relating to the Collateral of any Grantor is accurate in all material respects as of
the date hereof.
(k) Consents. No consent of any other party (including, without limitation,
stockholders or creditors of any Grantor), and no consent, authorization, approval, or other
action by, and (except in connection with the perfection of the Liens created hereby) no notice to
or filing with, any Governmental Authority or other Person is required either (i) for the pledge
by each Grantor of the Collateral, with respect to which such Grantor is permitted under
5
applicable law and contract to so pledge, pursuant to this Agreement or for the execution,
delivery or performance of this Agreement or (ii) for the exercise by the Collateral Agent of the
rights provided for in this Agreement or the remedies in respect of the Collateral pursuant to
this Agreement; provided, however, that (A) any transfer of FAA Slots is subject
to confirmation by the FAA, (B) the transfer of certain Routes is subject to approval by the DOT
pursuant to Section 41105 of Title 49, (C) the transfer of Routes may be subject to Presidential
review pursuant to Section 41307 of Title 49 and the pledge of, transfer of, and exercise of
remedies with respect to Routes, may be subject to the approval of Foreign Aviation Authorities,
(D) the pledge or transfer of Gate Interests may be subject to approval by Governmental
Authorities or Airport Authorities, aviation authorities, air carriers or other lessors and (E)
the transfer of, pledge of, and exercise of remedies with respect to, Foreign Slots and Supporting
Route Facilities may be subject to approval by Foreign Aviation Authorities or Airport
Authorities.
(l) Recourse. This Agreement is made with full recourse to each Grantor and pursuant
to and upon all the warranties, representations, covenants and agreements on the part of each
Grantor contained herein, in the other Loan Documents and otherwise in writing in connection
herewith or therewith.
Section 5. Supplements, Further Assurances.
(a) At the reasonable request of the Collateral Agent, each Grantor shall promptly execute
and deliver to the Collateral Agent, at any time and from time to time, at the expense of such
Grantor, documentation in form and substance reasonably satisfactory to the Collateral Agent, and
take all further action, that may be required or that the Collateral Agent reasonably requests,
evidencing the security interests granted hereby and providing for the perfection, preservation
and protection of such security interests, and enabling the Collateral Agent to exercise and
enforce its rights and remedies hereunder with respect to any Collateral of such Grantor.
(b) Each Grantor authorizes the Collateral Agent to prepare and file such financing and
continuation statements, in form and substance reasonably acceptable to it, as may from time to
time be necessary to grant, continue and maintain a valid, enforceable, first priority security
interest in the Collateral of such Grantor and the other rights, as against third parties provided
hereby, all in accordance with the Uniform Commercial Code as enacted in any and all relevant
jurisdictions or any other relevant law. Each Grantor shall pay any applicable filing fees and
other expenses related to the filing of financing and continuation statements in the United States
or the expenses for other action taken in accordance with this Agreement (whether by the
Collateral Agent or by such Grantor upon the Collateral Agent’s reasonable request) to perfect the
security interest granted hereunder. Each Grantor hereby authorizes the Collateral Agent to file
any financing or continuation statements without the signature of such Grantor when permitted by
law. No Grantor shall be required to seek a memorandum of lease or leasehold mortgage or similar
instrument or filing with respect to Gate Interests of Supporting Route Facilities.
(c) Notwithstanding anything to the contrary herein, the Collateral Agent shall not take any
security interest in, or prior to the occurrence of any Event of Default, require any
6
actions to be taken with respect to those assets as to which Collateral Agent shall
determine, in its reasonable discretion, that the costs of obtaining such security interest or
taking such action are excessive in relation to the benefit to the First Priority Secured Parties
afforded thereby.
(d) As required pursuant to Section 5.16(b) of the Credit Agreement, upon any Guarantor
acquiring any right, title or interest in or to any Collateral (including any Proceeds of any of
the foregoing), the Borrower shall cause such Guarantor to become a party to this Agreement the
result of which shall be that such Guarantor shall have pledged to the Collateral Agent, and
granted the Collateral Agent, a duly perfected first priority security interest (subject to
Specified Permitted Collateral Liens) in and to such Collateral (and such Collateral shall
otherwise be subject only to those Liens permitted pursuant to Section 6.01 of the Credit
Agreement), to the same extent and subject to the same terms and conditions as the Grantor is
subject hereunder.
Section 6. Affirmative Covenants and Provisions Concerning Collateral.
(a) Notice of Violations of Laws and Regulations. Each Grantor agrees to give the
Collateral Agent notice of any material violations of any applicable laws, foreign laws, treaties
or agreements, rules, or regulations (collectively, the “Requirements”) (whether presently
in effect or hereinafter enacted, passed, promulgated, made, issued or adopted by the DOT, FAA, any
Governmental Authority, Foreign Aviation Authorities or Airport Authorities) affecting the
Collateral or such Grantor’s use thereof, by sending within fifteen (15) business days after
service upon, or receipt by, an SGR Responsible Officer of such Grantor, a copy of each and every
one thereof to the Collateral Agent. At the same time, such Grantor will inform the Collateral
Agent as to the work or steps which such Grantor proposes to do or take in order to correct the
violation. Notwithstanding the foregoing, however, if such work or step would require any
alterations which would, in such Grantor’s reasonable opinion, reduce the value of the Collateral,
such Grantor may defer compliance therewith, as long as such deferral is consistent with applicable
law in order that such Grantor may, at such Grantor’s expense, contest or seek modification of or
other relief with respect to such Requirements so long as such contest or the seeking of such
relief does not involve any substantial danger of the sale, forfeiture or loss of the related
Collateral.
(b) Notice of Changes in Laws and Regulations. Each Grantor agrees to use
commercially reasonable efforts to give the Collateral Agent notice of any material changes in or
new applicable Requirements that could reasonably be expected to have a materially adverse effect
on the Appraised FAA Slots, Primary Foreign Slots or Primary Routes or such Grantor’s use of any
of the foregoing, by sending within forty-five (45) days after service upon, receipt by, or after
the same otherwise comes to the attention of an SGR Responsible Officer of such Grantor, a copy of
each and every such change to the Collateral Agent.
(c) Updated Schedules.
(i) Appraised FAA Slots and Primary Foreign Slots. Each Grantor shall deliver or
cause to be delivered to the Collateral Agent, at such Grantor’s expense, updated Schedules 4(e)
and 4(f) to replace the then-existing Schedules 4(e) or 4(f), as the case may be, (A) from time to
time to reflect the allocation to, or the acquisition, by whatever means, by such
7
Grantor of any permanent FAA Slots which such Grantor wishes to designate as Appraised FAA Slots or
any Foreign Slot which Grantor desires to add to Schedule 4(f), (B) upon delivery of any
certificate pursuant to Section 5.01(m) of the Credit Agreement reflecting any permanent
disposition or transfer by such Grantor of any Appraised FAA Slot or Primary Foreign Slot permitted
pursuant to the terms of the Credit Agreement or (C) upon any reasonable request by the Collateral
Agent to update such Schedules 4(e) and 4(f).
(ii) Primary Routes. Each Grantor shall deliver or cause to be delivered to the
Collateral Agent, at such Grantor’s expense, an updated Schedule 4(h) to replace the then-existing
Schedule 4(h) (A) from time to time to reflect any allocation to, or acquisition by, such Grantor
of an additional Route which such Grantor wishes to designate as a Primary Route, (B) upon delivery
of any certificate pursuant to Section 5.01(m) of the Credit Agreement reflecting any permanent
disposition or transfer by such Grantor of any Primary Route permitted pursuant to the terms of the
Credit Agreement or (C) upon any reasonable request by the Collateral Agent to update such Schedule
4(h).
(iii) Primary Gate Interests and Primary Supporting Route Facilities. Each Grantor
shall deliver or cause to be delivered to the Collateral Agent, at such Grantor’s expense, updated
Schedules 4(g) and 4(i) to replace the then-existing Schedule 4(g) and 4(i) (A) upon delivery of
any certificate pursuant to Section 5.01(m) of the Credit Agreement reflecting airports associated
with additional Primary Routes allocated to or acquired by a Grantor which airports are not already
listed on Schedule 4(g) or Schedule 4(i) or (B) upon any reasonable request by the Collateral Agent
to update such Schedules 4(g) and 4(i).
Section 7. Collateral Agent Appointed.
(a) Attorney-In-Fact. Each Grantor hereby irrevocably appoints the Collateral Agent
as such Grantor’s attorney-in-fact (which appointment shall be irrevocable and deemed coupled with
an interest) with full authority in the place and stead of such Grantor and in the name of such
Grantor or otherwise, from time to time in the Collateral Agent’s discretion, upon and during the
occurrence and continuation of an Event of Default, to take any action and to execute any
instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes
of this Agreement, including, without limitation:
(i) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and
receipts for moneys due and to become due under or in respect of any of the Collateral;
(ii) to receive, endorse, and collect any instruments and documents in connection with
clause (i) above;
(iii) to receive, endorse and collect all instruments made payable to such Grantor
representing any distribution in respect of the Collateral or any part thereof and to give full
discharge for the same; and
(iv) to file any claims or take any action or institute any proceedings which the
Collateral Agent may deem necessary or desirable for the collection
8
of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with
respect to any of the Collateral.
(b) Collateral Agent’s Duties. The powers conferred on the Collateral Agent
hereunder are solely to protect its interest and the interests of the First Priority Secured
Parties in the Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the safe custody of any Collateral in its possession and the accounting for moneys
actually received by the Collateral Agent hereunder, the Collateral Agent shall have no duty as to
any Collateral or as to the taking of any necessary steps to preserve rights against prior parties
or any other rights pertaining to any Collateral, whether or not the Collateral Agent has or has
been or is deemed to have knowledge of such matters.
Section 8. Collateral Agent May Perform. If any Grantor fails to perform any
agreement contained herein within a reasonable time after receipt of a written request to do so
from the Collateral Agent, the Collateral Agent may perform, or cause performance of, such
agreement, and the reasonable expenses of the Collateral Agent, including, without limitation, the
reasonable fees and expenses of counsel, incurred in connection therewith, shall be payable by such
Grantor and shall be considered First Priority Obligations.
Section 9. Events Of Default, Remedies.
(a) Events Of Default. It shall be an Event of Default hereunder if under the Credit
Agreement an “Event of Default” shall occur.
(b) Remedies; Obtaining Collateral Upon Event Of Default. If any Event of Default
shall have occurred and be continuing, then and in every such case, the Collateral Agent may, at
any time or from time to time during the continuance of such Event of Default:
(i) Declare the entire right, title and interest of the Grantors in and to each Slot
vested, subject to the requirements imposed by Title 49, Title 14, other applicable law and
regulations and the FAA and any other applicable Governmental Authority or Airport Authority, in
which event such rights, title and interest shall immediately vest in the Collateral Agent, in
which case the Collateral Agent may or may cause the Grantors to effectuate the transfer of any
or all of the Slots and the Grantors agree to execute and deliver such transfer documents, deeds
of conveyance, assignments and other documents or instruments (including any notices or
applications to the DOT, FAA, any other Governmental Authority or Airport Authority having
jurisdiction over any such Slot or the use thereof) as shall be required or requested by the
Collateral Agent in order to effectuate the transfer of such Slots, together with copies of any
certificates, confirmations, notices or orders issued by the FAA, other applicable Governmental
Authority or Airport Authority representing same and any other rights of the Grantors with
respect thereto, to any designee or designees selected by the Collateral Agent if required by
applicable law or regulation; it being understood that, as of the date hereof, transfers of
Slots within the United States must accommodate the FAA requirement that such Slots be used only
by air carriers generally; it being further understood that each Grantor’s obligation to deliver
such Collateral and such documents and instruments with respect thereto is of the essence of
this Agreement and that, accordingly, upon application to a court of equity having jurisdiction,
the Collateral Agent
9
shall be entitled to a decree requiring specific performance by each Grantor of said
obligations; and
(ii) In the Collateral Agent’s reasonable discretion, the Collateral Agent may use the
blank, undated, signed Slot transfer documents held in escrow (in the form of Exhibit I hereto)
as a means to effectuate a transfer as contemplated herein; and
(iii) Declare, to the extent permitted by foreign law or regulations, the entire right,
title and interest of each Grantor in and to each Foreign Slot vested, subject to the
requirements imposed by foreign law, regulations and Foreign Aviation Authorities, in which
event such rights, title and interest shall immediately vest in the Collateral Agent, in which
case the Collateral Agent may or may cause such Grantor to effectuate the transfer of any or all
of the Foreign Slots as may be required under foreign law or regulations and each Grantor agrees
to execute and deliver such transfer documents, deeds of conveyance, assignments and other
documents or instruments (including any notices or applications to the Foreign Aviation
Authorities, Airport Authority or any other Governmental Authority having jurisdiction over any
such Foreign Slot or the use thereof) and to take such other actions and use its reasonable best
efforts (including seeking the assistance of the U.S. Government) as shall be reasonably
required or requested by the Collateral Agent in order to effectuate the transfer of such
Foreign Slots; it being understood that, with respect to each Foreign Slot, if any of the
foregoing is not permitted under applicable law, foreign law or regulations, the Collateral
Agent for the ratable benefit of the First Priority Secured Parties shall nevertheless continue
to have all of each Grantor’s right, title and interest in and to all of the proceeds (of any
kind) received or to be received by such Grantor upon the transfer or other disposition of such
Collateral; it being further understood that where it is permitted under foreign law or
regulations, each Grantor’s obligation to deliver such Collateral and such documents and
instruments with respect thereto is of the essence of this Agreement and that, accordingly, upon
application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to
a decree requiring specific performance by each Grantor of said obligations; and
(iv) Declare the entire right, title and interest of each Grantor in and to each Route and
the Supporting Route Facilities, vested, subject to the requirements imposed by Title 49, other
applicable law, regulations, the DOT, and Foreign Aviation Authorities, in which event such
rights, title and interest shall immediately vest in the Collateral Agent, and, whether or not
such vesting is legally effective, each Grantor agrees to execute and deliver such deeds of
conveyance, assignments and other documents or instruments (including any notices or
applications to the DOT, FAA, applicable Foreign Aviation Authorities, any other Governmental
Authority or Airport Authority having jurisdiction over any such Route or Supporting Route
Facilities, or the use thereof) and to take such other actions and use its reasonable best
efforts (including seeking the assistance of the U.S. Government) as shall be reasonably
required or requested by the Collateral Agent in order to legally effectuate the transfer of
such Routes and Supporting Route Facilities, together with copies of the certificates or orders
issued by the DOT and the Foreign Aviation Authorities representing the same and any other
rights of each Grantor with respect thereto, and to use its reasonable best efforts to transfer,
assign or convey all of the Routes and the Supporting Route Facilities associated with, or
related to, each Grantor’s operation of the applicable Route, to any designee or designees
selected by the Collateral Agent and approved
10
by the DOT and to the extent necessary, by any Foreign Aviation Authorities, any other
Governmental Authority or Airport Authority, it being understood that, with respect to each
Route and Supporting Route Facilities, if any of the foregoing is not permitted under applicable
law, the Collateral Agent for the ratable benefit of the First Priority Secured Parties shall
nevertheless continue to have all of each Grantor’s right, title and interest in and to all of
the proceeds (of any kind) received or to be received by such Grantor upon the transfer or other
disposition of such Collateral; it being further understood that (A) as of the date hereof, the
transfer of any Route (but not a pledge or the grant of a security interest therein) is subject
to approval by the DOT pursuant to Section 41105 of Title 49 and review by the President
pursuant to Section 41307 of Title 49, and that pursuant to such provisions the Routes may be
transferred only to one or more Certificated Air Carriers and (B) each Grantor’s obligation to
deliver such Collateral and such documents and instruments with respect thereto, including to
use its reasonable best efforts to transfer, assign or convey all of its right, title and
interest in and to the Routes and the Supporting Route Facilities, is of the essence of this
Agreement and that, accordingly, upon application to a court having jurisdiction, the Collateral
Agent shall be entitled to a decree requiring specific performance by each Grantor of said
obligations.
(v) Declare the entire right, title and interest of each Grantor in and to each Gate
Interest vested, in which event such rights, title and interest shall immediately vest in the
Collateral Agent, and, whether or not such vesting is legally effective, each Grantor agrees to
execute and deliver such deeds of conveyance, assignments and other documents or instruments as
shall be requested by the Collateral Agent in order to legally effectuate the transfer of such
Gate Interest, to any designee or designees selected by the Collateral Agent and to use its
reasonable best efforts to effect such transfer; it being understood that if any of the
foregoing is not permitted under applicable law or agreement to which any Grantor is a party
relating to a Gate Interest, the Collateral Agent for the ratable benefit of the First Priority
Secured Parties shall nevertheless continue to have all of such Grantor’s right, title and
interest, if any, in and to all of the proceeds (of any kind) received or to be received by such
Grantor upon the transfer or other disposition of such Collateral; it being further understood
that any such Gate Interest transfer may be subject to the approval or consent of the relevant
Airport Authority; and it being further understood that each Grantor’s obligation to deliver
such Collateral and such documents and instruments with respect thereto is of the essence of
this Agreement and that, accordingly, upon application to a court of equity having jurisdiction,
the Collateral Agent shall be entitled to a decree requiring specific performance by each
Grantor of said obligations it being further understood that any such Gate Interest transfer may
be subject to approval or consent by an Airport Authority or airport operator; and
(vi) Sell, transfer, lease or otherwise liquidate, or direct each Grantor to sell,
transfer, lease or otherwise liquidate, any or all of the Collateral or any part thereof,
subject to the requirements imposed by Title 14, Title 49, the FAA, the DOT, Foreign Aviation
Authorities and Airport Authorities and take possession of the proceeds of any such sale,
transfer, lease or liquidation.
(c) Remedies; Disposition Of The Collateral.
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(i) The Collateral Agent shall, from time to time exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein or otherwise available to it and to
the extent not in violation of applicable law, including Title 14 and Title 49, and subject to
the approval of the DOT and/or the FAA, all the rights and remedies of a secured party on
default under the UCC in effect in all relevant jurisdictions at the time of an Event of Default
and the Collateral Agent may also in its discretion, without notice except as specified below
and as may be required by applicable law, sell the Collateral or any part thereof in one or more
parcels at public or private sale, at any exchange, broker’s board or at the Collateral Agent’s
offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices
and upon such other terms as the Collateral Agent may deem commercially reasonable. To the
extent not inconsistent with Title 49, Title 14 or the requirements of the DOT or the FAA, the
Collateral Agent or any First Priority Secured Party may be the purchasers of any or all of the
Collateral at any such sale and shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the Collateral sold at
such sale, to use and apply any of the First Priority Obligations owed to such Person as a
credit on account of the purchase price of any Collateral payable by such Person at such sale.
Each purchaser at any such sale shall acquire the property sold absolutely free from any claim
or right on the part of any Grantor, and each Grantor hereby waives, to the fullest extent
permitted by law, all rights of redemption, stay or appraisal which it now has or may at any
time in the future have under any rule of law or statute now existing or hereafter enacted.
Each Grantor agrees that at least ten (10) days’ notice to such Grantor of the time and place of
any public sale or the time after which any private sale is to be made shall constitute
reasonable notification. The Collateral Agent shall not be obligated to make any sale of
Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any
public or private sale from time to time by announcement at the time and place fixed therefor,
and such sale may, without further notice, be made at the time and place to which it was so
adjourned. Each Grantor hereby waives, to the fullest extent permitted by law, any claims
against the Collateral Agent arising by reason of the fact that the price at which any
Collateral may have been sold at such a private sale was less than the price which might have
been obtained at a public sale.
(ii) Except as otherwise provided herein, each Grantor hereby waives, to the fullest extent
permitted by applicable law, notice or judicial hearing in connection with the Collateral
Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral,
including, without limitation, any and all prior notice and hearing for any prejudgment remedy
or remedies and any such right which such Grantor would otherwise have under law, and each
Grantor hereby further waives to the fullest extent permitted by applicable law: (A) all
damages occasioned by such taking of possession; (B) all other requirements as to the time,
place and terms of sale or other requirements with respect to the enforcement of the Collateral
Agent’s rights hereunder; and (C) all rights of redemption, appraisement, valuation, stay,
extension or moratorium now or hereafter in force under any applicable law. Any sale of, or the
grant of options to purchase, or any other realization upon, any Collateral shall operate to
divest all right, title, interest, claim and demand, either at law or in equity, of each Grantor
therein and thereto, and shall be a perpetual bar both at law and in equity against each Grantor
and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned
or realized upon, or any part thereof, from, through and under each of the Grantors.
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(d) Continuing Use During Remedies. In the event that the Collateral Agent invokes
its rights or remedies under (b) or (c) of this Section, each Grantor shall do or cause to be done
all things necessary to preserve and keep in full force and effect its material rights in and to
use its Routes, Slots and Foreign Slots until the Collateral Agent is able to complete the
transfer or otherwise dispose of such Routes, Slots and Foreign Slots.
Section 10. Application Of Proceeds. All cash proceeds received by the Collateral
Agent in respect of any sale of, collection from, or other realization upon all or any part of the
Collateral pursuant to the exercise by it of its remedies as a secured party as provided in Section
9 of this Agreement shall, in the discretion of the Administrative Agent, be held by the Collateral
Agent as collateral for, and then at any time thereafter shall, upon instruction from the
Administrative Agent, be applied (after payment of any amounts payable to the Collateral Agent
pursuant to Section 10.4 of the Credit Agreement) in whole or in part against, all or any part of
the First Priority Obligations in such order as provided for in the Credit Agreement and the
Intercreditor Agreement. Any surplus of such cash or cash proceeds held by the Collateral Agent
and remaining after payment in full of all the First Priority Obligations shall be promptly paid
over to the Grantors or to whomever may be at such time lawfully entitled to receive such surplus.
Each Grantor shall remain liable for any deficiency if the proceeds of any such sale, collection or
other realization are insufficient to pay its First Priority Obligations and the fees and
disbursements of any attorneys employed by the Collateral Agent or any First Priority Secured Party
to collect such deficiency.
Section 11. No Waiver, Discontinuance Of Proceeding.
(a) Each and every right, power and remedy hereby specifically given to the Collateral Agent
or otherwise in this Agreement shall be cumulative and shall be in addition to every other right,
power and remedy specifically given under this Agreement, the Credit Agreement or the other Loan
Documents 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 or simultaneously and as often and in such order as may be deemed expedient by the
Collateral Agent. All such rights, powers and remedies shall be cumulative and the exercise or
the beginning of the exercise of one shall not be deemed a waiver of the right to exercise any
other or others. No delay or omission of the Collateral Agent in the exercise of any such right,
power or remedy and no renewal or extension of any of the First Priority Obligations shall impair
any such right, power or remedy or shall be construed to be a waiver of any default or Event of
Default or an acquiescence therein. No notice to or demand on any Grantor in any case shall
entitle it to any other or further notice or demand in similar or other circumstances or
constitute a waiver of any of the rights of the Collateral Agent to any other or further action in
any circumstances without notice or demand. In the event that the Collateral Agent shall bring
any suit to enforce any of its rights hereunder and shall be entitled to judgment, then in such
suit the Collateral Agent may recover reasonable expenses, including reasonable attorneys’ fees,
and the amounts thereof shall be included in such judgment.
(b) In the event the Collateral Agent shall have instituted any proceeding to enforce any
right, power or remedy under this Agreement, the Credit Agreement or the other Loan Documents by
foreclosure, sale, entry or otherwise, and such proceeding shall have been
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discontinued or abandoned for any reason or shall have been determined adversely to the
Collateral Agent, then and in every such case each Grantor, the Collateral Agent and each holder
of any of the First Priority Obligations shall to the extent permitted by applicable law be
restored to their respective former positions and rights hereunder with respect to the Collateral,
and all rights, remedies and powers of the Collateral Agent and the First Priority Secured Parties
shall continue as if no such proceeding had been instituted.
Section 12. Amendments, Etc. This Agreement and the provisions hereof may not be
amended, waived, modified, changed, discharged or terminated unless the same shall be in writing
and signed and delivered by the Collateral Agent, acting at the direction of the Administrative
Agent, and each Grantor, subject to the requirements set forth in Section 10.08 of the Credit
Agreement.
Section 13. Security Interest Absolute. The obligations of each Grantor hereunder
shall remain in full force and effect without regard to, and shall not be impaired by: (a) any
exercise or non-exercise, or any waiver of, any right, remedy, power or privilege under or in
respect of this Agreement or any other Loan Document, except as specifically set forth in a waiver
granted pursuant to Section 12; (b) any amendment to or modification of any Loan Document or any
security for any of the First Priority Obligations, whether or not such Grantor shall have notice
or knowledge of any of the foregoing, except as specifically set forth in an amendment or
modification executed pursuant to Section 12; (c) any lack of validity or enforceability of the
Credit Agreement or any other agreement or instrument relating thereto; or (d) any other
circumstances which might otherwise constitute a defense available to, or a discharge of, such
Grantor.
Section 14. Additional Grantor. Each Grantor (and any additional Grantor party
hereto) acknowledges that (i) pursuant to Section 5.14 of the Credit Agreement, the Borrower is
required to cause each Person which becomes a direct or indirect domestic subsidiary of the
Borrower (other than Immaterial Subsidiaries, Excluded Subsidiaries and Restricted Captive
Insurance Company Subsidiaries) to become a party hereto as an additional Grantor by executing an
Instrument of Assumption and Joinder (a “Joinder”) substantially in the form of Exhibit H
to the Credit Agreement and (ii) pursuant to Section 5.16(b) of the Credit Agreement, any Guarantor
acquiring any right, title or interest in any Slots, Foreign Slots, Routes, Supporting Route
Facilities or Gate Interests will promptly become a party hereto as an additional Grantor by
executing a Joinder (each such Person or Guarantor referred to in clauses (i) and (ii), an
“Additional Grantor”). Upon delivery of any such Joinder to the Collateral Agent, notice
of which is hereby waived by the Grantors, each such Additional Grantor shall be deemed a Grantor
hereunder and shall be as fully a party hereto as if such Additional Grantor were an original
signatory hereto. Each Grantor expressly agrees that its obligations arising hereunder shall not
be discharged, diminished or otherwise affected (a) by the addition or release of any other Grantor
hereunder, (b) any failure by the Borrower or any Grantor to cause any Subsidiary of the Borrower
to become an Additional Grantor or a Grantor hereunder or (c) by reason of the Collateral Agent’s
or any of the First Priority Secured Parties’ actions in effecting, or failure to effect, any such
Joinder, or in releasing any Grantor hereunder, in each case without the necessity of giving notice
to or obtaining the consent of any other Grantor. This Agreement shall be fully effective as to
any Grantor that is or becomes a party hereto regardless of whether any other Person becomes or
fails to become or ceases to be a Grantor hereunder.
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Section 15. Termination; Release.
(a) This Agreement shall create a continuing security interest in the Collateral and shall
(i) remain in full force and effect until the First Priority Obligations Payment Date shall have
occurred, (ii) be binding upon each Grantor, its successors and assigns and (iii) inure, together
with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral
Agent and each of the First Priority Secured Parties and their respective successors, transferees
and assigns. Upon the occurrence of the First Priority Obligations Payment Date and without
further action by any Person, the security interest granted hereby shall terminate and all rights
to the Collateral shall revert to the Grantors subject to any existing liens, security interests
or encumbrances on such Collateral (other than any thereof attributable to actions or inactions of
the Collateral Agent or any First Priority Secured Party). Upon any such termination, the
Collateral Agent will, at the Grantors’ expense, promptly execute and deliver to the Grantors such
documents as the Grantors shall reasonably request to evidence such termination.
(b) In the event that any part of the Collateral of the Grantors (i) is disposed of in
connection with a disposition permitted by the Credit Agreement or this Agreement or (ii) is
otherwise released pursuant to the terms and conditions of the Credit Agreement, to the extent
applicable, such Collateral will, in the case of a disposition, be sold free and clear of the
Liens created by this Agreement and, in each case, the Collateral Agent, at the request and
expense of the relevant Grantor, will duly assign, transfer and deliver to such Grantor (without
recourse and without any representation or warranty) such of the Collateral of such Grantor as is
then being (or has been) so sold or released and has not theretofore been released pursuant this
Agreement.
(c) Except as may be otherwise provided in the Credit Agreement, at any time that any Grantor
desires that the Collateral of such Grantor be released as provided in the foregoing Sections
15(a) or (b), the Borrower shall deliver to the Collateral Agent a certificate signed by a
Responsible Officer stating that the release of the respective Collateral is permitted pursuant to
Sections 15(a) or (b). The Collateral Agent shall have no liability whatsoever to any First
Priority Secured Party as the result of any release of Collateral by it as permitted by this
Section 15.
Section 16. Definitions. Except as otherwise defined in this Agreement, including
this Section 16, terms defined in the Credit Agreement, as applicable, shall be used herein as
therein defined. The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without limitation”. The word “will”
shall be construed to have the same meaning and effect as the word “shall”. Unless the context
requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any
Federal, state, local or municipal law, rule, order, regulation, statute, ordinance, code or decree
of any Governmental Authority shall be construed as referring to such law, rule, order, regulation,
statute,
15
ordinance, code or decree as from time to time amended, supplemented, extended, re-codified or
otherwise modified from time to time, (c) any reference herein to any Person shall be construed to
include such Person’s successors and assigns, (d) the words “herein”, “hereof and “hereunder”, and
words of similar import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (e) all references herein to Articles, Sections and Schedules
shall be construed to refer to Articles and Sections of, and Schedules to, this Agreement, (f) the
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights and (g) “knowledge” or “aware” or words of similar import shall mean, when used in
reference to any Grantor, the actual knowledge of any SGR Responsible Officer. The following terms
shall have the following meanings:
“Applicable Law” means, in the case of any Routes, the laws of United States of
America and the laws of the other country party to the agreement with the United States of America
under which the route authorities for such Routes were issued.
“Certificated Air Carrier” means a Citizen of the United States holding an air carrier
operating certificate issued pursuant to Chapter 447 of Title 49 or any analogous successor
provision of the U.S.C., for aircraft capable of carrying ten or more individuals or 6,000 pounds
or more of cargo or that otherwise is certified or registered to the extent required to fall within
the purview of Section 1110 of the Bankruptcy Code or any analogous successor provision of the
Bankruptcy Code.
“Collateral” has the meaning provided in Section 1 hereof.
“Excluded Property” shall mean, to the extent applicable, “Excluded Property” as such
term is defined in the Security Agreement.
“Non-Primary Routes” shall mean all of the Routes other than the Primary Routes.
“Primary Gate Interests” shall mean the Gate Interests used by the Borrower to conduct
scheduled nonstop operations from the points listed on Schedule 4(g) servicing the Primary Routes,
to the extent such space is used for the operation of such flights.
“Proceeds” shall have the meaning assigned that term under the Uniform Commercial Code
in effect in the State of New York or under other relevant law and, in any event, shall include,
but not be limited to, any and all (a) proceeds of any insurance, indemnity, warranty or guarantee
payable to the Collateral Agent, the Administrative Agent or to any Grantor or any Affiliate of any
Grantor from time to time with respect to any of the Collateral, (b) payments (in any form
whatsoever), made or due and payable to any Grantor from time to time in connection with any
requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral
by any Governmental Authority (or any Person acting under color of Governmental Authority), (c)
instruments representing obligations to pay amounts in respect of the Collateral, (d) products of
the Collateral, (e) any and all rights of any Grantor to receive moneys due and to become due from
any Person under or pursuant to any contract or other agreement with respect to the Collateral,
including, all rents, revenues, royalties, license fees, for the use, or otherwise in respect, of
the Collateral, (f) all causes of action, claims and warranties now or hereafter held by
16
any Grantor in respect of any of the assets and property of such Grantor described in Section
1 and, to the extent related to any property described in said Section 1, all books,
correspondence, credit files, records, invoices and other papers, and (g) other amounts from time
to time paid or payable under or in connection with any of the Collateral.
“Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers and employees of such Person and such Person’s
Affiliates.
“Requirements” has the meaning set forth in Section 6(h) hereof.
“SGR Responsible Officer” means any employee of the Borrower having oversight
responsibility for the administration of this Agreement.
“Slots” means all FAA Slots and Foreign Slots.
Section 17. Notices. Except as otherwise specified herein, and except in the case of
notices and other communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in the manner and at the addresses set forth in,
and otherwise in accordance with, Section 10.01 of the Credit Agreement.
Section 18. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. (a) THIS
AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
(b) EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY,
TO THE NONEXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY
APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW,
IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT
THAT THE COLLATERAL AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c) EACH GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY
LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
VENUE OF ANY SUIT, ACTION OR PROCEEDING
17
ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF
THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.
(d) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER
PROVIDED FOR NOTICES IN THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.
Section 19. Severability Of Provisions. Any provision of this Agreement 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 or affecting the validity or enforceability of such provision in any other jurisdiction.
Section 20. Headings. Section headings used in this Agreement are for convenience of
reference only and shall not affect the construction of this Agreement.
Section 21. Execution In Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page
to this Agreement shall be effective as delivery of an original executed counterpart of this
Agreement. The Collateral Agent may also require that any such documents and signatures delivered
by telecopier or electronic transmission (including Adobe.pdf file) be confirmed by a
manually-signed original thereof; provided, that the failure to request or deliver the same shall
not limit the effectiveness of any document or signature delivered by telecopier.
Section 22. Successors And Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns permitted
hereby and by the Credit Agreement; provided, that no Grantor may transfer or assign any or all of
its rights or obligations hereunder without the prior written consent of the Collateral Agent.
Section 23. Set-Off. Upon the occurrence and during the continuance of any Event of
Default pursuant to Section 7.01(b) of the Credit Agreement, the Collateral Agent, the
Administrative Agent and each First Priority Secured Party is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final but excluding deposits in the
Escrow Accounts, Payroll Accounts and other accounts, in each case, held in trust for an identified
beneficiary) at any time held and other indebtedness at any time owing by the Collateral Agent, the
Administrative Agent or each such First Priority Secured Party to or for the credit or the account
of the Borrower or any Grantor against any and all of any such overdue amounts owing under the Loan
Documents, irrespective of whether or not the Collateral Agent, the Administrative Agent or such
First Priority Secured Party shall have made any demand under any Loan Document. The Collateral
Agent, each First Priority Secured Party and the
18
Administrative Agent agree promptly to notify the Borrower and Grantors after any such set-off
and application made by the Collateral Agent, such First Priority Secured Party or the
Administrative Agent, as the case may be, provided that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of the Collateral Agent, each
First Priority Secured Party and the Administrative Agent under this Section are in addition to
other rights and remedies which the Collateral Agent, such First Priority Secured Party and the
Administrative Agent may have upon the occurrence and during the continuance of any Event of
Default.
Section 24. Survival Of Representations And Warranties, Etc. All representations and
warranties made by any Grantor herein or in any certificate or other instrument delivered by any
Grantor or on its behalf under this Agreement shall be considered to have been relied upon by the
First Priority Secured Parties and shall survive the execution and delivery of this Agreement, the
Credit Agreement and the other Loan Documents.
Section 25. Conflicts With Other Loan Documents. Unless otherwise expressly provided
in this Agreement, if any provision contained in this Agreement conflicts with any provision of any
other Loan Document, the provision contained in this Agreement shall govern and control, provided,
that the inclusion of supplemental rights or remedies in favor of the Administrative Agent, the
Collateral Agent or the First Priority Secured Parties in any other Loan Document shall not be
deemed a conflict with this Agreement.
Section 26. Limitation By Law. All rights, remedies and powers provided in this
Agreement may be exercised only to the extent that the exercise thereof does not violate any
applicable provision of law, and all the provisions of this Agreement are intended to be subject to
all applicable mandatory provisions of law that may be controlling and to be limited to the extent
necessary so that they shall not render this Agreement invalid, unenforceable, in whole or in part,
or not entitled to be recorded, registered or filed under the provisions of any Applicable Law.
Section 27. Intercreditor Agreement. Notwithstanding anything to the contrary
contained in this Agreement, the Liens and rights granted pursuant to this Agreement shall be as
set forth in, and subject to the terms and conditions of, the Intercreditor Agreement. In the
event of any conflict between this Agreement and the Intercreditor Agreement, the Intercreditor
Agreement shall control, and no right, power, or remedy granted to the Collateral Agent hereunder
or under any other Loan Document shall be exercised by the Collateral Agent, and no direction shall
be given by the Collateral Agent in contravention of the Intercreditor Agreement.
[SIGNATURE PAGES TO FOLLOW]
19
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as
of the day and year first written.
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GRANTORS:
DELTA AIR LINES, INC.
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By: |
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Name: |
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Title: |
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COMAIR, INC.
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By: |
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Name: |
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Title: |
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Signature Pages to First Lien Slot, Gate and Route Security and Pledge Agreement
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JPMORGAN CHASE BANK, N.A.
as Collateral Agent
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By: |
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Name: |
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Title: |
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Signature Pages to First Lien Slot, Gate and Route Security and Pledge Agreement
SCHEDULE 4(d)
CHIEF EXECUTIVE OFFICE OF GRANTOR
i
SCHEDULE 4(e)
APPRAISED FAA SLOTS
ii
SCHEDULE 4(f)
PRIMARY FOREIGN SLOTS
iii
SCHEDULE 4(g)
PRIMARY GATE INTERESTS
iv
SCHEDULE 4(h)
PRIMARY ROUTES
v
SCHEDULE 4(i)
SUPPORTING ROUTE FACILITIES IN RESPECT OF PRIMARY ROUTES
vi
EXHIBIT I
TO
FIRST LIEN SGR SECURITY AGREEMENT
Office of Slot Administration
Office of Chief Counsel — Slot Transfers
Federal Aviation Administration
000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Re:
Request for Confirmation of Slot Transfers
Dear Sirs/Madams:
Please be advised that, pursuant to 14 C.F.R. § 93.221(a), [Delta Air Lines, Inc.
(“Delta”)][Comair, Inc. (“Comair”)] intends to transfer all rights, interests, and privileges
pertaining to the slots listed on the attached Schedule A (attached hereto) to [NAME A]. The slots
involved in the transaction are not used for international or essential air service, nor are they
AIR-21 slot exemptions. This slot transfer is permanent.
This letter serves as written evidence of [Delta’s] [Comair’s] and [NAME A]’s consent to the
transfer of the above-referenced slots — said transfer to be effective as of the date upon which
[NAME A] signs this letter, subject to confirmation by the FAA. Upon confirmation by the FAA,
[NAME A] will become the holder of record of the above-described slots.
Please confirm the transfer of the above-described slots by stamping and signing the
acknowledgement copy of this letter and returning it to [Name, Title,] by facsimile at
and
by mail at .
Sincerely,
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[NAME]
[Date]
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[NAME]
[Date] |
[TITLE]
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[TITLE] |
[Delta Air Lines, Inc.][Comair, Inc.]
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[NAME A] |
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CONFIRMED BY: |
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[FAA Name, Date]
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EXHIBIT E
FIRST LIEN
AIRCRAFT, SPARE ENGINES
AND SPARE PARTS
MORTGAGE AND SECURITY AGREEMENT
dated as of April 30, 2007
made by
DELTA AIR LINES, INC., and COMAIR, INC.,
as Grantors
in favor of
JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
Table of Contents
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Page |
ARTICLE 1 DEFINITIONS |
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5 |
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Section 1.01 Definitions |
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5 |
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ARTICLE 2 COVENANTS OF THE GRANTORS |
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13 |
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Section 2.01 Possession, Operation and Use, Maintenance and Registration |
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13 |
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Section 2.02 Replacement and Pooling of Parts; Alterations, Modifications and
Additions |
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22 |
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Section 2.03 Insurance |
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24 |
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Section 2.04 Inspection |
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31 |
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Section 2.05 Other Representations, Warranties and Covenants |
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32 |
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Section 2.06 Pledged Spare Parts |
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35 |
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ARTICLE 3 EVENT OF LOSS |
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38 |
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Section 3.01 Event of Loss |
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38 |
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Section 3.02 Requisition for Use of an Aircraft or Spare Engine by the United
States Government or Government of Registry of the Aircraft |
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43 |
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ARTICLE 4 REMEDIES |
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43 |
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Section 4.01 Event of Default |
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43 |
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Section 4.02 Remedies with Respect to Collateral |
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43 |
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Section 4.03 Waiver of Appraisement, Etc. |
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46 |
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Section 4.04 Application of Proceeds |
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46 |
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Section 4.05 Remedies Cumulative |
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46 |
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Section 4.06 Discontinuance of Proceedings |
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47 |
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ARTICLE 5 TERMINATION OF MORTGAGE |
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47 |
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Section 5.01 Termination of Mortgage |
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47 |
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ARTICLE 6 MISCELLANEOUS |
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47 |
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Section 6.01 No Legal Title to Collateral in Secured Creditor |
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47 |
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Section 6.02 Sale of Collateral by Collateral Agent is Binding |
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48 |
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Section 6.03 Benefit of Mortgage |
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48 |
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Section 6.04 Notices |
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48 |
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Section 6.05 Governing Law; Jurisdiction; Service of Process |
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49 |
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Section 6.06 Counterparts |
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49 |
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Section 6.07 Waiver; Amendment |
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49 |
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Section 6.08 Waiver of Jury Trial |
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50 |
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Section 6.09 Successors and Assigns |
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50 |
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Section 6.10 Lien Absolute |
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50 |
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Section 6.11 General Indemnity |
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50 |
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Section 6.12 Section 1110 of the Bankruptcy Code |
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55 |
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Section 6.13 Intercreditor Agreement |
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55 |
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EXHIBITS |
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Exhibit A |
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Form of Mortgage Supplement |
Exhibit B |
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Certain Economic Terms |
Exhibit C |
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Form of Data Report |
Exhibit D |
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Country List |
Exhibit E |
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Form of First Lien Revolving Credit
and Guaranty Agreement (excluding Annexes, Exhibits and Schedules) |
Exhibit F |
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Form of Intercreditor Agreement |
ii
FIRST LIEN
AIRCRAFT, SPARE ENGINES AND SPARE PARTS
MORTGAGE AND SECURITY AGREEMENT
THIS FIRST LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS MORTGAGE AND SECURITY AGREEMENT dated
as of April 30, 2007 (as amended or supplemented from time to time, including by one or more
Mortgage Supplements, this “Mortgage”) is made by DELTA AIR LINES, INC., a Delaware corporation
(“Borrower”), and COMAIR, INC., an Ohio corporation (“Comair”) (each of the Borrower and Comair, a
“Grantor” and, collectively, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., acting as
collateral agent (in such capacity, the “Collateral Agent”) for the First Priority Secured Parties.
WHEREAS, all capitalized terms used shall have the respective meanings set forth or referred
to in Article 1 hereof or, if not defined in Article 1, in the Credit Agreement;
WHEREAS, all things necessary to make this Mortgage the legal, valid and binding obligation of
Grantors and the Collateral Agent, for the uses and purposes herein set forth, in accordance with
its terms, have been done and performed and have happened;
WHEREAS, pursuant to that certain First Lien Revolving Credit and Guaranty Agreement, dated as
of the date hereof (as such agreement may be amended, restated, amended and restated, supplemented
or otherwise modified, renewed or replaced from time to time, the “
Credit Agreement”), among Delta
Air Lines, Inc., Comair, Inc. and each of the other direct and indirect domestic Subsidiaries of
the Borrower from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent
for the financial institutions party thereto, the Collateral Agent, UBS Securities LLC, as
syndication agent, X.X. Xxxxxx Securities Inc. and Xxxxxx Brothers Inc., as co-lead arrangers and
joint bookrunners, UBS Securities LLC, as joint bookrunner, Calyon New York Branch and RBS
Securities Corporation, as co-documentation agents and the Lenders, the Lenders have agreed to make
Loans to and issue and participate in Letters of Credit on behalf of the Borrower;
WHEREAS, in order to induce the Collateral Agent, the other Agents, the Lenders and the other
parties thereto to enter into the Credit Agreement and the other Loan Documents and in order to
induce the Lenders to make the Loans and issue Letters of Credit as provided for in the Credit
Agreement, each Grantor has agreed to execute and deliver this Mortgage to the Collateral Agent for
the benefit of the First Priority Secured Parties;
GRANTING CLAUSE
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
Loan Documents to which they are a party for the benefit of the Collateral Agent on behalf of the
First Priority Secured Parties and each of the other Indemnified Persons, and for the uses and
purposes and subject to the terms and provisions hereof, and in consideration of the premises and
of the covenants herein contained, and of other good and valuable consideration the receipt and
adequacy whereof are hereby acknowledged, each Grantor 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 Collateral Agent, its successors
and assigns, for the security and benefit of the First Priority Secured Parties and such other
Persons, a first priority continuing security interest in and first priority mortgage Lien on all
estate, right, title and interest of such Grantor in, to and under the following described
property, rights, interests and privileges whether now or hereafter acquired and subject to the
Lien hereof (which collectively, including all property hereafter specifically subjected to the
Lien of this Mortgage by any instrument supplemental hereto, are herein called the “Collateral”):
(1) each Aircraft (including, without limitation, each Airframe and its related
Engines, if any, as indicated in a Mortgage Supplement (each such Engine having 1750 or more
pounds of thrust or the equivalent thereof)), as the same is now and will hereafter be
constituted, whether now or hereafter acquired and subjected to the Lien hereof, and, in the
case of such Engines, whether or not any such Engine shall be installed in or attached to
the related Airframe or any other Airframe or airframe and all substitutions or replacements
therefor, as provided in this Mortgage, together with all Parts of whatever nature which are
from time to time included in any “Airframe” or its related “Engines”, whether now or
hereafter acquired and subjected to the Lien hereof, and all renewals, substitutions,
replacements, additions, improvements, accessories and accumulations with respect to any of
the foregoing, and all records, logs, manuals, maintenance data and inspection, modification
and overhaul records and other related materials with respect to any of the foregoing (as
may be required to be maintained by a Grantor’s FAA-approved maintenance program);
(2) each Engine and each Spare Engine (each Engine or Spare Engine having 1750 or more
pounds of thrust or the equivalent thereof) as the same is now and will hereafter be
constituted, whether now or hereafter acquired and subjected to the Lien hereof, and whether
or not any such Engine or Spare Engine shall be installed in or attached to any Airframe or
airframe and all substitutions or replacements therefor, as provided in this Mortgage,
together with all Parts of whatever nature which are from time to time included in any
“Engine” or “Spare Engine”, whether now or hereafter acquired and subjected to the Lien
hereof, and all renewals, substitutions, replacements, additions, improvements, accessories
and accumulations with respect to any of the foregoing, and all records, logs, manuals,
maintenance data and inspection, modification and overhaul records and other related
materials with respect to any of the foregoing (as are maintained or as may be required to
be maintained by a Grantor’s FAA-approved maintenance program);
(3) (x) in the case of Comair, all Spare Parts, and (y) in the case of the Borrower,
all Spare Parts relating to or used in connection with General Electric Model CF34 engines,
in each case whether now or hereafter acquired and subjected to the Lien
2
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
hereof, including any replacements, substitutions or renewals therefor, and accessions
thereto, including but not limited to Rotables, Expendables, Key Repairables, Appliances,
and located at the applicable Designated Spare Parts Locations, other than any Excluded
Parts;
(4) all proceeds with respect to the requisition of title to or use of each Airframe,
Engine or Spare Engine or any Part thereof, or any Spare Parts, all insurance proceeds or
indemnity payments with respect to any of the foregoing and any other proceeds of any kind
resulting from an Event of Loss;
(5) all moneys and securities now or hereafter paid or deposited or required to be paid
or deposited to or with the Collateral Agent by or for the account of such Grantor pursuant
to the terms hereof and held or required to be held by the Collateral Agent hereunder;
(6) any and all property that may, from time to time hereafter, in accordance with the
provisions of the Loan Documents, by delivery or by Mortgage Supplement or by other writing
of any kind, for the purposes hereof be in any way subjected to the Lien and security
interest hereof or be expressly conveyed, mortgaged, assigned, transferred, deposited
hereunder, in which a security interest may be granted by such Grantor and/or pledged by
such Grantor, or any Person authorized to do so on its behalf or with its consent, to and
with the Collateral Agent, who are hereby authorized to receive the same at any and all
times as and for additional security hereunder;
(7) all rents, issues, profits, revenues and other income of the property subjected or
required to be subjected to the Lien of this Mortgage;
(8) all right, title, interest, claims and demands of such Grantor, in, to and under
any lease of any Airframe or Engine;
(9) all repair, maintenance and inventory records, logs, tags, manuals and all other
documents and materials similar thereto (including, without limitation, any such records
(whether on paper or in an electronic format), logs, manuals, documents and materials that
are computer print-outs) at any time maintained, created or used by the Grantors, and all
records, logs, tags, documents and other materials required at any time to be maintained by
each Grantor by the FAA or under the FAA Act, in each case with respect to any of the
Pledged Spare Parts;
(10) any Tracking Software; and
(11) all proceeds of the foregoing, including, without limitation, all causes of
action, claims and Warranty Rights now or hereafter held by such Grantor in respect of any
of the items listed above and, to the extent related to any property described in said
clauses or such proceeds, all books, correspondence, credit files, records, invoices and
other papers.
PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions, so long as no Event
of Default shall have occurred and be continuing, each Grantor shall have the
3
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
right, to the exclusion of Collateral Agent, but subject to the terms and conditions of this
Mortgage: (i) to quiet enjoyment of the Aircraft, the Airframes, the Engines, the Spare Engines and
Pledged Spare Parts, and to possess, use, retain and control the Aircraft, the Airframes, the Spare
Engines and Pledged Spare Parts and (ii) with respect to the Warranty Rights, to exercise in a
Grantor’s name all rights and powers of such Grantor under the Warranty Rights and to retain any
recovery or benefit resulting from the enforcement of any warranty or indemnity or other obligation
under the Warranty Rights.
HABENDUM CLAUSE
TO HAVE AND TO HOLD all and singular the aforesaid property unto the Collateral Agent and for
the uses and purposes and subject to the terms and provisions set forth in this Mortgage.
1. It is expressly agreed that anything herein contained to the contrary notwithstanding, each
Grantor shall remain liable under each of the contracts and agreements included in the Collateral
to which it is a party to perform all of the obligations assumed by it thereunder, all in
accordance with and pursuant to the terms and provisions thereof, and neither the Collateral Agent
nor any of the First Priority Secured Parties shall have any obligation or liability under any such
contracts and agreements to which a Grantor is a party by reason of or arising out of the
assignment hereunder, nor shall the Collateral Agent or any First Priority Secured Party be
required or obligated in any manner to perform or fulfill any obligations of a Grantor, or to make
any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it,
or present or file any claim, or 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.
2. Each Grantor does hereby designate the Collateral Agent, upon the occurrence and during the
continuance of an Event of Default, the true and lawful attorney-in-fact of such Grantor,
irrevocably, for good and valuable consideration and coupled with an interest and with full power
of substitution (in the name of such Grantor or otherwise) subject to the terms and conditions of
this Mortgage, to ask, require, demand, receive, xxx for, compound and give acquittance for any and
all moneys and claims for moneys due (in each case including insurance and requisition proceeds and
indemnity payments) and to become due to such Grantor under or arising out of the Collateral, to
endorse any checks or other instruments or orders in connection therewith, to file any claims or
take any action or institute any proceedings which the Collateral Agent may deem to be necessary or
advisable in the premises as fully as such Grantor itself could do generally, to sell, transfer,
pledge and make any agreement with respect to or otherwise deal with any of the Collateral
(including executing a xxxx of sale, conveyance, amendment, termination, release, disclaimer,
request to cancel US registration, supplement, assignment, airworthiness application or request for
a ferry permit or any other document necessary to file with or submit to the FAA in connection with
any or all of the Collateral, which documents may be executed by the Collateral Agent as attorney
in fact for such Grantor), as fully and completely as though the Collateral Agent were the absolute
owner thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s
expense, at any time, or from time to time, all acts and things which the Collateral Agent deems
necessary to protect, preserve or realize upon the Collateral and to effect the intent of this
Mortgage. Each Grantor agrees that promptly upon
4
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
receipt thereof, it will transfer to the Collateral Agent any and all moneys from time to time
received by such Grantor constituting part of the Collateral to the extent that it is not entitled
to retain the same under the express provisions of this Mortgage, for distribution by the
Collateral Agent pursuant to the Credit Agreement and this Mortgage.
3. Grantors agree that at any time and from time to time upon the written request of the
Collateral Agent, Grantors, at their sole cost and expense, will promptly and duly execute and
deliver or cause to be duly executed and delivered any and all such further instruments and
documents as the Collateral Agent may reasonably deem necessary or desirable, by reference to
prudent industry practice, in obtaining the full benefits of the assignment hereunder and/or
intended to be effected hereunder and of the rights and powers herein granted and/or intended to be
granted hereunder including, without limitation, taking such steps as may be required to establish,
maintain or enforce the Lien intended to be granted hereunder in full force and effect (whether
under the UCC, Title 49, or the law of any other jurisdiction under which any Aircraft or other
portion of the Collateral may be registered).
4. Grantors hereby warrant and represent that none of the Collateral is currently subject to
any assignment, pledge or other Lien (other than Permitted Encumbrances), and hereby covenant that
neither Grantor will otherwise assign or pledge, so long as the Lien of this Mortgage has not been
discharged in accordance with the terms hereof, any of its rights, title or interests hereby
assigned to any Person other than the Collateral Agent.
5. No other conveyance, assignment or act on the part of such Grantor or the Collateral Agent
shall be necessary for any part of the Collateral to become subject to the Lien of this Mortgage.
6. The Collateral shall be subject to release as and to the extent provided in Section 6.06(d)
of the Credit Agreement and Article 5 hereof.
7. Each Grantor agrees that it will timely and completely pay and perform all of its
obligations under the Loan Documents.
IT IS HEREBY FURTHER COVENANTED AND AGREED by and among the parties hereto as follows:
ARTICLE 1
DEFINITIONS
Section 1.01 Definitions. (a) For all purposes of this Mortgage, except as otherwise expressly provided or unless
the context otherwise requires:
(1) each of the “Grantors,” “Collateral Agent,” any “Lender” “First Priority Secured
Party” or any other Person includes any successor in interest to it and any permitted
transferee, permitted purchaser or permitted assignee of it;
(2) the terms defined in this Article 1 have the meanings assigned to them in this
Article 1, and include the plural as well as the singular;
5
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
(3) all accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United States, as in
effect from time to time;
(4) the words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Mortgage as a whole and not to any particular Article, Section or other
subdivision;
(5) all references in this Mortgage to Articles, Sections and Exhibits refer to
Articles, Sections and Exhibits of this Mortgage;
(6) “knowledge” or “aware” or words of similar import shall mean, when used in
reference to a Grantor, the actual knowledge of any Responsible Officer;
(7) the words “include”, “includes” and “including” shall be deemed to be followed by
the phrase “without limitation”; and
(8) for all purposes of this Mortgage, the following capitalized terms have the
following respective meanings:
“Additional Insured” shall mean each First Priority Secured Party, the Collateral
Agent, a Grantor in its capacity as lessor under any Permitted Lease (collectively, the “Named
Additional Insured”), and each of their respective Affiliates, successors and permitted
assigns, and the respective directors, officers and employees of each of the foregoing.
“Additional Parts” shall have the meaning given to that term in Section 2.02(c) of
this Mortgage.
“Aircraft” shall mean each Airframe together with the related Engines, if any, as
indicated in the initial or any subsequent Mortgage Supplement, whether or not such Engines are
installed on such Airframe or any other Airframe or airframe.
“Airframe” shall mean: (i) each aircraft or airframe (excluding Engines, Spare
Engines or engines either initially or from time to time installed thereon) specified by
Manufacturer, model, United States Registration Number and Manufacturer’s serial number in the
initial Mortgage Supplement and any subsequent Mortgage Supplement, (ii) any Replacement Airframe
which may from time to time be substituted for such Airframe pursuant to Section 3.01 hereof and
(iii) in either case, any and all Parts which are from time to time incorporated or installed in or
attached thereto (including, without limitation, the portion of any quick engine change kits
installed thereon) or which have been removed therefrom, unless the Lien of this Mortgage shall not
be applicable to such Part in accordance with Section 2.02.
“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.
6
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
“Bankruptcy Code” shall mean The Bankruptcy Reform Act of 1978, as heretofore and
hereafter amended, and codified as 11 U.S.C. Section 101 et seq.
“Cape Town Convention” shall mean the official English language texts of the
Convention on International Interests in Mobile Equipment and the Protocols to the Convention on
International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment which were
signed in Cape Town, South Africa, as in effect from time to time in any applicable jurisdiction.
“Certificated Air Carrier” shall mean a Citizen of the United States holding an air
carrier operating certificate issued by the Secretary of Transportation of the United States
pursuant to Chapter 447 of Title 49 for aircraft capable of carrying ten or more individuals or
6,000 pounds or more of cargo or that otherwise is certified or registered to the extent required
to fall within the purview of Section 1110 of the Bankruptcy Code or any analogous provision of the
Bankruptcy Code enacted in substitution or replacement thereof.
“Citizen of the United States” shall have the meaning given to such term in Section
40102(a)(15) of Title 49 and as that statutory provision has been interpreted by the DOT pursuant
to its policies or any similar legislation of the United States enacted in substitution or
replacement therefor.
“Claims” shall have the meaning given in Section 6.11(a) of this Mortgage.
“Collateral” shall have the meaning assigned thereto in the Granting Clause hereof.
“Collateral Agent” shall have the meaning given to that term in the recitals of this
Mortgage.
“Credit Agreement” shall have the meaning given to that term in the recitals of this
Mortgage.
“Data Report” means information and data relating to the Pledged Spare Parts supplied
by the Borrower to the Collateral Agent and substantially in the form of Exhibit C to this
Mortgage.
“Designated Spare Parts Locations” means the locations in the United States.
designated from time to time by the Grantors at which the Pledged Spare Parts may be maintained by
or on behalf of such Grantors, which initially shall be the locations set forth in the initial
Mortgage Supplement and shall include the additional locations designated by the Grantors pursuant
to Section 2.06(b) of this Mortgage.
“Encumbered Aircraft” means any aircraft owned or hereafter acquired by a Grantor as
to which such Grantor has granted a security interest (or shall grant a security interest) to a
financier of such aircraft.
“Encumbered Engine” means any engine owned or hereafter acquired by a Grantor as to
which such Grantor has granted a security interest (or shall grant a security interest) to a
financier of such engine.
7
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
“Engine” shall mean (i) each of the engines listed by Manufacturer, model and
Manufacturer’s serial numbers in Part B of Exhibit 1 to the initial Mortgage Supplement and every
subsequent Mortgage Supplement, and whether or not either initially or from time to time installed
on an Airframe or any other airframe; (ii) any Replacement Engine which may from time to time be
substituted for any of such Engines pursuant to the terms hereof; and (iii) in either case, any and
all Parts which are from time to time incorporated or installed in or attached to any such Engine
(including, without limitation, the portion of any quick engine change kits installed thereon) and
any and all Parts removed therefrom unless the Lien of this Mortgage shall not apply to such Parts
in accordance with Section 2.02.
“Excepted Taxes” shall mean any Taxes (including any withholding Taxes) based on, or
measured by or with respect to, gross or net income, gross or net receipts, capital or net worth or
that are minimum, franchise, excess profits, conduct of business or branch profits Taxes, in each
case however denominated, other than (i) any such Taxes which are in the nature of sales or use
taxes, stamp taxes, license or property taxes, mortgage or mortgage recording taxes, turnover
taxes, valorem taxes, and value added taxes (to the extent not imposed in direct and clear
substitution for an income tax), (ii) any such Taxes necessary to make any indemnity amount that is
required to be paid by a Grantor under Section 6.11 hereof to be paid on an After-Tax Basis, and
(iii) any such Taxes imposed by any foreign or international taxing authority or by any territory
or possession of the United States (A) on any Indemnitee who does not otherwise maintain an office
or other place of business and is not otherwise located in such locations solely as a result of the
transactions contemplated by the Loan Documents or the operation or registration of any Aircraft or
the identity or other activities of a Grantor or any lessee or other Person in possession of any
Aircraft or any part thereof in the jurisdiction of such taxing authority, and (B) on any
Indemnitee who is doing business, maintaining an office or other place of business, or otherwise
located in the jurisdiction of such taxing authority, but only to the extent of any incremental
Taxes that would not have been imposed but for the transactions contemplated by the Loan Documents
or the operation or registration of any Aircraft or the identity or other activities of a Grantor
or any lessee or other Person in possession of any Aircraft or any part thereof in such
jurisdiction.
“Excluded Parts” means (i) any Spare Part (including an Appliance) specifically
identifiable by any Person, other than the Collateral Agent and any First Priority Secured Party,
as having been removed from an Encumbered Aircraft or an Encumbered Engine, as the case may be, and
under the document creating such security interest the financier has a continuing security interest
therein, until any such Spare Part is replaced on such Encumbered Aircraft or Encumbered Engine, as
the case may be or (ii) any Hazardous Materials.
“Expendables” means Pledged Spare Parts that, once used, cannot be re-used, and if not
serviceable, cannot be overhauled or repaired.
“Event of Loss” shall mean, with respect to any Aircraft, any Airframe or any Engine,
Spare Engine or Spare Part, any of the following events with respect to such property:
(a) any damage to such property which results in an insurance settlement with respect to such
property on the basis of an actual or constructive total loss;
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
(b) the loss of such property or of the use thereof due to destruction or damage beyond
repair;
(c) the theft or disappearance of such property for a period in excess of 120 days;
(d) the condemnation, confiscation, seizure or requisition of such property for a period in
excess of 120 days or the requisition or taking of title of such property;
(e) the requisition for use of such property by any Governmental Authority (other than a
requisition for use by the government of the country of registry of such Aircraft) that results in
the loss of possession of such property by a Grantor (or any Permitted Lessee) for a period in
excess of nine consecutive months;
(f) as a result of any law, rule, regulation, order or other action by the FAA, the DOT or
other Governmental Authority having jurisdiction, the use of such Aircraft or such Airframe, Engine
or Spare Engine in the normal business of air transportation is prohibited by virtue of a condition
affecting all aircraft of the same type for a period of 12 consecutive months, unless prior to the
expiration of such 12 month period, Grantors have undertaken and are diligently carrying forward
all steps that are necessary or desirable to permit the normal use of such Aircraft or such
Airframe, Engine or Spare Engine or, in any event, if such use is prohibited for a period of more
than eighteen consecutive months; and
(g) any event with respect to an Engine or Spare Engine that is deemed to be an Event of Loss
with respect to such Engine pursuant to Section 2.01(a)(vii) of this Mortgage.
An Event of Loss with respect to an Aircraft shall be deemed to have occurred if an Event of
Loss occurs with respect to the corresponding Airframe.
“FAA Act” shall mean Title 49.
“First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement”
or “this Agreement” or “this Mortgage” shall mean this First Lien Aircraft, Spare
Engines and Spare Parts Mortgage and Security Agreement, as the same may from time to time be
amended, restated, amended and restated, supplemented or otherwise modified.
“Foreign Air Carrier” shall mean any air carrier principally domiciled in a country
other than the United States and which performs maintenance, preventative maintenance and
inspections for aircraft, engines and related parts to standards which are approved by, or which
are substantially equivalent to those required by, the civil aviation authority of the United
States, Australia, Austria, Belgium, Canada, Denmark, France, Germany, Ireland, Italy, Japan, the
Netherlands, Norway, New Zealand, Spain, Sweden, Switzerland or the United Kingdom.
“Grantor” and “Grantors” shall have the meaning given to that term in the
first paragraph of this Mortgage.
“Indemnitee” shall have the meaning given in Section 6.11(b) of this Mortgage.
“Insured Amount” shall have the meaning specified therefor on Exhibit B hereto.
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
“Key Repairable” means those Spare Parts, including Appliances, that can be
economically restored or repaired to a serviceable condition, but have a life that is considerably
less than the life of the flight equipment to which they are related.
“Manufacturer” shall mean, with respect to any Airframe, Engine, Spare Engine or Spare
Part, the manufacturer thereof.
“Minimum Liability Insurance Amount” shall have the meaning specified therefor on
Exhibit B hereto.
“Mortgage Supplement” shall mean any supplement to this Mortgage which is delivered
from time to time pursuant to the terms hereof in the form of Exhibit A hereto.
“Obsolete Parts” shall have the meaning given in Section 2.02(c) of this Mortgage.
“Opinion of Counsel” means a written opinion from legal counsel to a Grantor who is
reasonably acceptable to the Administrative Agent.
“Parts” shall mean any and all appliances, part, instruments, appurtenances,
accessories, furnishings and other equipment of whatever nature (other than (a) complete Engines,
Spare Engines, or engines, (b) any items leased by a Grantor or any Permitted Lessee, (c) cargo
containers, (d) severable components or systems installed on or affixed to an Airframe that are
used to provide individual telecommunications or electronic entertainment to passengers aboard an
Aircraft (“Passenger Convenience Equipment”), (e) medical and similar emergency equipment and (f)
passenger service items and passenger service equipment generally used in but not affixed to an
Aircraft, such as blankets, coffee pots, beverage and meal servicing carts, etc.), so long as the
same are incorporated or installed in or attached to any Airframe or any Engine or Spare Engine or
so long as the same are subject to the Lien of the Mortgage in accordance with the terms of Section
2.02 thereof after removal from any Airframe or any Engine or Spare Engine.
“Passenger Convenience Equipment” shall mean severable components or systems defined
as such in the definition of the term “Parts”.
“Permitted Air Carrier” shall mean any Certificated Air Carrier or any Foreign Air
Carrier.
“Permitted Encumbrances” shall mean, with respect to any Aircraft, Airframe, Engine,
Spare Engine, Part or Spare Part or any interest therein:
(a) the respective rights of the Collateral Agent and each Grantor as provided herein and
other rights expressly permitted pursuant to the Loan Documents (including any lease permitted
pursuant to Section 2.01(a) hereof);
(b) Liens for Taxes either not yet due or payable or being contested in good faith by
appropriate proceedings so long as such proceedings do not involve any material risk of the sale,
forfeiture or loss of such property or the Collateral Agent’s interest therein;
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
(c) materialmen’s, mechanics’, workmen’s, repairmen’s, employees’ or other like Liens arising
in the ordinary course of a Grantor’s (or any Permitted Lessee’s) business securing obligations
that are not overdue for a period of more than 60 days or are being contested in good faith by
appropriate proceedings so long as during such 60-day period there is not, or such proceedings do
not involve, any material risk of the sale, forfeiture or loss of such property or any interest
therein;
(d) Liens arising out of any judgment or award against a Grantor (or any Permitted Lessee),
unless the judgment or award secured shall not, within 60 days after the entry thereof, have been
discharged, vacated, reversed or execution thereof stayed pending appeal or shall not have been
discharged, vacated or reversed within 60 days after the expiration of such stay, so long as during
either such 60-day period there is not, or any such judgment or award does not involve, any
material danger of the sale, forfeiture or loss of such property or any interest therein;
(e) salvage or similar rights of insurers under the insurances required to be maintained
pursuant to Section 2.03(b) hereof;
(f) any other Lien with respect to which a Grantor (or any Permitted Lessee) shall have
provided a bond or other security to the Collateral Agent in an amount and under terms and issued
by a Person reasonably satisfactory to the Collateral Agent;
(g) the rights of any Permitted Lessee under any Permitted Lease;
(h) Liens approved in writing by the Collateral Agent;
(i) Permitted Collateral Liens referred to in Sections 6.01(e), 6.01(f), 6.01(l), 6.01(m),
6.01(n) and 6.01(r) (with respect to sales permitted hereunder) of the Credit Agreement; and
(j) for the avoidance of doubt, any International Interest and any extension, renewal or
replacement in respect of any of the foregoing.
“Permitted Lease” shall mean a lease permitted under Section 2.01(a) hereof.
“Permitted Lessee” shall mean the lessee under a Permitted Lease.
“Pledged Spare Parts” means the Spare Parts included in the Collateral.
“Propeller” includes a part, appurtenance, and accessory of a propeller.
“Registration and Lease Limit” shall have the meaning given to that term in Section
2.01(e) hereof.
“Replacement Airframe” shall mean any airframe substituted for an Airframe in
accordance with Section 3.01(a) hereof.
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
“Replacement Engine” shall mean any engine substituted for an Engine or Spare Engine
in accordance with Section 3.01(b) hereof.
“Rotable” means those Spare Parts, including Appliances, that can be repeatedly and
economically restored to a serviceable condition over a period approximating the life of the flight
equipment to which they are related.
“Second Lien Aircraft Mortgage” shall mean the “Second Lien Aircraft Mortgage” as such
term is defined in the Second Lien Credit Agreement.
“Spare Engine” shall mean (i) each of the engines listed by Manufacturer, model and
Manufacturer’s serial numbers in Part B of Exhibit 1 to the initial Mortgage Supplement and each
subsequent Mortgage Supplement, and whether or not either initially or from time to time installed
on any Airframe or airframe; (ii) any Replacement Engine which may from time to time be substituted
for any of such Spare Engines pursuant to the terms hereof; and (iii) in either case, any and all
Parts which are from time to time incorporated or installed in or attached to any such Spare Engine
(including, without limitation, the portion of any quick engine change kits installed thereon) and
any and all Parts removed therefrom unless the Lien of this Mortgage shall not apply to such Parts
in accordance with Section 2.02.
“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 and shall include, without
limitation, “spare parts” as defined in 49 U.S.C. § 40102(a)(38).
“Specified Default” shall mean the occurrence of a Default arising under Sections
7.01(b), (g), (h) and (i) of the Credit Agreement.
“Title 49” shall mean Title 49 of the United States Code, as amended and in effect
from time to time, and the regulations promulgated pursuant thereto.
“Tracking Software” means any software utilized by a Grantor or its designees in its
Tracking System to track the Pledged Spare Parts and shall include any licenses, service or support
contracts related thereto.
“Tracking System” shall mean a Grantor’s centralized computer system for monitoring
and tracking the location, condition and status of its Spare Parts, and any and all improvements,
upgrades or replacement systems. The Tracking System shall include the Tracking Software.
“United States” or “U.S.” shall mean the United States of America.
“United States Government” shall mean the federal government of the United States or
any instrumentality or agency thereof.
“Warranty Rights” means, as to any Airframe, Engine, Spare Engine or Pledged Spare
Part, any continuing rights of a Grantor in respect of any warranty, indemnity or agreement,
express or implied, as to title, materials, workmanship, design or patent infringement or related
matters with respect to such Airframe, Engine, Spare Engine or Pledged Spare Part.
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
“Wet Lease” shall mean any arrangement whereby a Grantor agrees to furnish any
Airframes or airframes and the Engines or engines installed thereon to a third party pursuant to
which such Airframes or airframes and the Engines or engines (i) shall be operated solely by
regular employees or agents of a Grantor possessing all current certificates and licenses that
would be required under the FAA or, if the Aircraft is not registered in the United States, all
certificates and licenses required by the laws of the jurisdiction of registry, for the performance
by such employees of similar functions within the United States of America or such other
jurisdiction of registry and (ii) shall be maintained by a Grantor in accordance with its normal
maintenance practices.
ARTICLE 2
COVENANTS OF THE GRANTORS
Grantors represent, warrant and covenant, which representations, warranties and covenants
shall survive execution and delivery of this Mortgage, as follows:
Section 2.01 Possession, Operation and Use, Maintenance and Registration.
(a) Possession. Without the prior written consent of Collateral Agent, neither Grantor shall lease or
otherwise in any manner deliver, transfer or relinquish possession of any Airframe or any Engine or
Spare Engine or install any Engine or Spare Engine, or permit any Engine or Spare Engine to be
installed, on any airframe other than an Airframe; provided that either Grantor (or, except
with respect to clauses (viii) and (ix) below, any Permitted Lessee) may without the prior written
consent of Collateral Agent:
(i) subject any Airframe to interchange agreements or subject any Engine or Spare
Engine, to interchange or pooling agreements or arrangements, in each case entered into by a
Grantor (or any Permitted Lessee) in the ordinary course of its business; provided
that (A) no such agreement or arrangement contemplates or requires the transfer of title to
such Airframe, and (B) if such Grantor’s title to any such Engine or Spare Engine is
divested under any such agreement or arrangement, such divestiture shall be deemed to be an
Event of Loss with respect to such Engine or Spare Engine, and Grantors shall (or shall
cause any Permitted Lessee to) comply with Section 3.01(b) in respect thereof;
(ii) deliver possession of any Airframe or any Engine or Spare Engine to any Person for
testing, service, repair, restoration, storage, maintenance or other similar purposes or for
alterations, modifications or additions to such Airframe or such Engine or Spare Engine to
the extent required or permitted by the terms hereof;
(iii) transfer or permit the transfer of possession of any Airframe or any Engine or
Spare Engine to the United States government pursuant to a lease, contract or other
instrument;
(iv) subject (or permit any Permitted Lessee to subject) any Airframe or any Engine or
any Spare Engine to the CRAF Program or transfer (or permit any Permitted
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
Lessee to transfer) possession of any Airframe or any Engine or any Spare Engine to the
United States Government in accordance with applicable laws, rulings, regulations or orders
(including, without limitation, any transfer of possession pursuant to the CRAF Program);
provided, that such Grantor (or any Permitted Lessee) (A) shall promptly notify
Collateral Agent upon transferring possession of any Airframe or any Engine or any Spare
Engine pursuant to this clause (iv) and (B) in the case of a transfer of possession pursuant
to the CRAF Program, shall notify Collateral Agent of the name and address of the
responsible Contracting Office Representative for the Military Airlift Command of the United
States Air Force or other appropriate Person to whom notices must be given and to whom
requests or claims must be made to the extent applicable under the CRAF program;
(v) install an Engine or Spare Engine on an airframe owned by such Grantor (or any
Permitted Lessee) free and clear of all Liens, except (A) Permitted Encumbrances and Liens
that apply only to the engines (other than Engines or Spare Engines), appliances, parts,
instruments, appurtenances, accessories, furnishings and other equipment (other than Parts)
installed on such airframe (but not to the airframe as an entirety) and (B) the rights of
third parties under interchange agreements or pooling or similar arrangements that would be
permitted under clause (i) above;
(vi) install an Engine or Spare Engine on an airframe leased to a Grantor (or any
Permitted Lessee) or purchased or owned by such Grantor (or any Permitted Lessee) subject to
a conditional sale or other security agreement; provided that: (A) such airframe is
free and clear of all Liens except (1) the rights of the parties to the lease or conditional
sale or other security agreement covering such airframe, or their successors and assigns,
and (2) Liens of the type permitted by clause (v) of this Section 2.01(a); and (B) either:
(1) such Grantor has obtained from the lessor or secured party of such airframe a written
agreement (which may be the lease, conditional sale or other security agreement covering
such airframe), in form and substance satisfactory to Collateral Agent (an agreement from
such lessor or secured party substantially in the form of the penultimate paragraph of this
Section 2.01(a) being deemed to be satisfactory to Collateral Agent), whereby such lessor or
secured party expressly agrees that neither it nor its successors or assigns will acquire or
claim any right, title or interest in any Engine or Spare Engine by reason of such Engine or
Spare Engine being installed on such airframe at any time while such Engine or Spare Engine
is subject to the Lien of this Mortgage, or (2) such lease, conditional sale or other
security agreement provides that such Engine or Spare Engine shall not become subject to the
Lien of such lease, conditional sale or other security agreement at any time while such
Engine or Spare Engine is subject to the Lien of this Mortgage, notwithstanding its
installation on such airframe;
(vii) install an Engine or Spare Engine on an airframe owned by such Grantor (or any
Permitted Lessee), leased to such Grantor (or any Permitted Lessee) or purchased by such
Grantor (or any Permitted Lessee) subject to a conditional sale or other security agreement
under circumstances where neither clause (v) nor clause (vi) of this Section 2.01(a) is
applicable; provided that such installation shall be deemed an Event of Loss with
respect to such Engine or Spare Engine, and Grantors shall comply with Section 3.01(b) in
respect thereof, if such installation adversely affects Collateral Agent’s
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
security interest in such Engine or Spare Engine, Collateral Agent not intending hereby
to waive any right or interest it may have to or in such Engine or Spare Engine under
applicable law until compliance by such Grantor with Section 3.01(b);
(viii) lease any Engine or Spare Engine or any Airframe and its related Engines to any
Certificated Air Carrier; provided that at the commencement of such lease no Event
of Default or Specified Default has occurred and is continuing and such Certificated Air
Carrier, if other than an Affiliate in the same proceeding, is not at that time subject to a
proceeding under applicable bankruptcy, insolvency or reorganization laws; and
(ix) lease any Engine or Spare Engine or any Airframe and its related Engines to:
(1) any Foreign Air Carrier that is at the inception of the lease based in and
a domiciliary of a country listed in Exhibit D hereto, or
(2) a manufacturer of airframes or engines (either directly or through an
affiliate, so long as the obligations of such affiliate are subject to the
unconditional guarantee of its related manufacturer) that is at the inception of the
lease based in and a domiciliary of the United States or any country listed on
Exhibit D hereto, or
(3) any other Foreign Air Carrier consented to in writing by Collateral Agent;
provided that at the commencement of such lease no Event of Default or
Specified Default has occurred and is continuing, and provided,
further, that: (x) the aggregate of the Appraised Values of all Airframes,
Engines and Spare Engines (including the Appraised Value(s) attributable to any
quick engine change kits installed on any such Engine or Spare Engine) leased
pursuant to Section 2.01(a)(viii) and this Section 2.01(a)(ix), other than Engines
or Spare Engines so leased under leases having a term (including any renewal term)
of six months or less, when aggregated with the Appraised Value of all Airframes
reregistered outside the United States pursuant to Section 2.01(e), shall be subject
to the Reregistration and Lease Limit (except to the extent such Reregistration and
Lease Limit is expressly waived in writing by the Collateral Agent), and (y) in the
case of a lease of an Airframe, Engine or Spare Engine to a Foreign Air Carrier
under clause (1) above, Collateral Agent receives the following documents at least
two Business Days prior to the time of such lease (provided that such documents can
be furnished less than two Business Days prior to such time if the Collateral Agent
received drafts of such documents no later than two Business Days prior to such
time):
a. a certificate of such Grantor’s independent insurance brokers
stating that in the opinion of such firm the insurance required to be
carried and maintained with respect to such Aircraft, Engine or Spare
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
Engine by the terms of this Mortgage will be in full force and effect
during the term of such lease and
b. an Opinion of Counsel to such Grantor to the effect that
i. there exist no possessory rights in favor or the lessee under
the laws of such lessee’s country which would, upon bankruptcy or
insolvency of or other default by such Grantor and assuming at such
time such lessee is not insolvent or bankrupt, prevent the taking of
possession of such Airframe, Engine or Spare Engine by Collateral
Agent in accordance with and when permitted by the terms of Section
4.02 upon the exercise by Collateral Agent of its remedies under
Section 4.02.
ii. the terms of the proposed lease (including the provisions
therein as to being subject and subordinate as required below) will
be legal, valid, binding and (subject to customary exceptions in
foreign opinions generally acceptable to aircraft financiers)
enforceable against the proposed lessee in the country in which the
proposed lessee is principally based,
iii. the laws of such lessee’s country of domicile require fair
compensation by the government of such jurisdiction payable in
currency freely convertible into Dollars for the loss of use or title
of such Aircraft, Engine or Spare Engine in the event of the
requisition by such government of such use or title, and
iv. the laws of such lessee’s country of domicile would give
recognition to such Grantor’s title to such Aircraft, Engine or Spare
Engine, to the registry of such Aircraft in the name of a Grantor (or
the proposed lessee, as “lessee”, as appropriate) and to the Lien of
this Mortgage, and
(y) in the case of a lease to any foreign entity (other than a foreign entity
principally based in Taiwan), the United States maintains normal diplomatic
relations with the country in which such foreign entity is based at the time such
lease is entered into, and (z) in the case of any lease to a foreign entity, such
entity, other than an Affiliate of such Grantor in the same proceeding, 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;
provided that the rights of any lessee or other transferee covered by the preceding clauses
(i) through (ix) who receives possession of any Aircraft, any Airframe or any Engine, Spare Engine
or Spare Part by reason of a transfer permitted by this Section 2.01(a) (other than the transfer of
an Engine or Spare Engine which is deemed an Event of Loss) shall be subject and subordinate to,
and any Permitted Lease shall be made expressly subject and subordinate to, all the terms of
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
this Mortgage, including Collateral Agent’s rights to repossess pursuant to Section 4.02 and to
avoid such lease upon such repossession, and Grantors shall remain primarily liable hereunder for
the performance and observance of all of the terms and conditions of this Mortgage, to the same
extent as if such lease or transfer had not occurred, any such lease shall include appropriate
provisions for the maintenance and insurance of any such Aircraft, Airframe, Engine or Spare
Engine, and no lease or transfer of possession otherwise in compliance with this Section 2.01 shall
(x) result in any registration or reregistration of any Aircraft except to the extent permitted in
Section 2.01(e) or the maintenance, operation or use thereof that does not comply with Section
2.01(b) and (c) or the registration of any subordination in favor of the Permitted Lessee or in
respect of other transfers in the International Registry, or (y) permit any action not permitted to
be taken by Grantors with respect to any Aircraft hereunder.
Grantors shall provide the Collateral Agent a copy of each Permitted Lease which has a term of
more than one year promptly after execution thereof. In addition, in furtherance of the Granting
Clause, the applicable Grantor shall expressly assign to the Collateral Agent in a manner
reasonably acceptable to the Collateral Agent (and take all further actions in order to create,
grant, establish, preserve, protect and perfect the validity, perfection and priority of the Liens
and security interests created or intended to be created by this Mortgage), as part of the
Collateral, such Grantor’s rights, but not its obligations, under any such Permitted Lease with a
term of more than one year (provided that so long as no Event of Default shall have occurred and be
continuing hereunder, Grantor shall be entitled to exercise all rights and remedies with respect to
such Permitted Lease). In connection with the foregoing assignment, such Grantor shall deliver any
chattel paper originals of any Permitted Lease having a term in excess of one year to the
Collateral Agent.
No Permitted Lease shall be entered into unless Grantors shall reimburse the Collateral Agent
for all of their respective reasonable out-of-pocket fees and expenses (including reasonable fees
and disbursements of counsel) incurred in connection therewith and with any collateral assignment
thereof.
Collateral Agent agrees, for the benefit of Grantors (and any Permitted Lessee) and for the
benefit of the lessor or secured party of any airframe or engine leased to a Grantor (or any
Permitted Lessee) or purchased or owned by a Grantor (or any Permitted Lessee) subject to a
conditional sale or other security agreement, that Collateral Agent will not acquire or claim, as
against Grantors (or any Permitted Lessee) or such lessor or secured party, any right, title or
interest in: (A) any engine or engines owned by such Grantor (or any Permitted Lessee) or by the
lessor under such lease or subject to a security interest in favor of the secured party under such
conditional sale or other security agreement as the result of such engine or engines being
installed on any Airframe, or (B) any airframe owned by such Grantor (or any Permitted Lessee) or
by the lessor under such lease or subject to a security interest in favor of the secured party
under such conditional sale or other security agreement as the result of any Engine or Spare Engine
being installed on such airframe.
Collateral Agent acknowledges that any Wet Lease or other similar arrangement under which a
Grantor (or any Permitted Lessee) maintains operational control of an Aircraft does not constitute
a delivery, transfer or relinquishment of possession for purposes of this Section 2.01(a).
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
(b) Operation and Use. Grantors agree that no Aircraft, Airframe, Engine or Spare Engine will be maintained, used
or operated in violation of any law, rule or regulation of any Governmental Authority of any
country having jurisdiction over such Aircraft, Airframe, Engine or Spare Engine or in violation of
any airworthiness certificate, license or registration relating to such Aircraft issued by any such
Governmental Authority, except for unanticipated, minor or non-recurring violations, and except to
the extent a Grantor (or, if a Lease is then in effect with respect to such Aircraft, any Permitted
Lessee) of such Aircraft is contesting in good faith the validity or application of any such law,
rule or regulation in any manner that does not involve any material risk of sale, forfeiture or
loss of such Aircraft, Airframe, Engine or Spare Engine or any material risk of subjecting the
Collateral Agent or any Lender to criminal liability or materially impair the Lien of this
Mortgage; provided that, Grantors shall not be in default under, or required to take any
action set forth in, this sentence if it is not possible for them to comply with the laws of a
jurisdiction other than the United States (and other than any jurisdiction in which such Aircraft
is then registered) because of a conflict with the applicable laws of the United States (and such
jurisdiction in which such Aircraft is then registered); provided, further, that
Grantors shall only be entitled to contest mandatory grounding orders if it does not operate such
Aircraft or Spare Engine during such contest. Grantors will not operate any Aircraft, Airframe,
Engine or Spare Engine or permit any Aircraft, Airframe, Engine or Spare Engine to be operated or
located, (i) in any area excluded from coverage by any insurance required by the terms of Section
2.03 or (ii) in any war zone or recognized or, in Grantors’ reasonable judgment threatened areas of
hostilities unless covered by war risk insurance in accordance with Section 2.03, unless in the
case of either clause (i) or (ii), indemnification complying with Section 2.03(d) has been
provided; provided, however, that Grantors’ failure to comply with the provisions
of this sentence shall not give rise to an Event of Default hereunder where such failure is
attributable to causes beyond the control of Grantors (or any Permitted Lessee) or to extraordinary
circumstances involving an isolated occurrence or isolated series of occurrences attributable to a
hijacking, medical emergency, equipment malfunction, weather conditions, navigational error or
other similar unforeseen circumstances.
(c)
Maintenance. Grantors shall maintain, service, repair and overhaul each Aircraft, Airframe, Engine and
Spare Engine (or cause the same to be done) so as to keep each Aircraft, Airframe, Engine and Spare
Engine in good operating condition and in such condition as may be necessary to enable the
airworthiness certification of each Aircraft to be maintained in good standing at all times (other
than during temporary periods of storage, during maintenance, testing or modification permitted
hereunder, or during periods of grounding by applicable Governmental Authorities, unless such
grounding is due to the failure by Grantors to maintain such Aircraft in accordance with the terms
hereof) under Title 49, during such periods in which such Aircraft is registered under the laws of
the United States, or, if such Aircraft is registered under the laws of any other jurisdiction, the
applicable laws of such jurisdiction, in compliance always with Section 5.10 of the Credit
Agreement, using the same standards as Grantors (or a Permitted Lessee of such Aircraft, if a Lease
is in effect with respect to such Aircraft) uses with respect to similar aircraft operated by
Grantors (or such Permitted Lessee) in similar circumstances. In any case, each Aircraft,
Airframe, Engine, Spare Engine and Spare Part will be maintained in accordance with the maintenance
standards required by the FAA (while operated under an FAA-approved maintenance program) or, while
operated under the maintenance program of another jurisdiction, standards substantially equivalent
to those required by the central aviation authority of the United States, Australia, Austria,
Belgium, Canada,
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
Denmark, France, Germany, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Spain,
Sweden, Switzerland or the United Kingdom. Each Grantor shall maintain or cause to be maintained
all records, logs and other documents required to be maintained in respect of each of its Aircraft
and Spare Engines by appropriate authorities in the jurisdiction in which such Aircraft is
registered.
(d)
Identification of Collateral Agent’s Interest. (i) Grantors agree to affix as promptly as practicable after the Closing Date and
thereafter to maintain in the cockpit of each Aircraft, in a clearly visible location, and (if not
prevented by applicable law or regulations or by any government) on each Engine and Spare Engine a
nameplate bearing the inscription “MORTGAGED TO JPMORGAN CHASE BANK, N.A., AS COLLATERAL AGENT”
(such nameplate to be replaced, if necessary, with a nameplate reflecting the name of any successor
Collateral Agent).
(ii) On or prior to the Closing Date and from time to time thereafter, the Grantors
shall install signs, in size and form reasonably satisfactory to the Collateral Agent, at
each of the Designated Spare Parts Locations in which the Pledged Spare Parts are stored and
otherwise as may be directed by the Collateral Agent within each Designated Spare Parts
Location, bearing the inscription: “MORTGAGED TO JPMORGAN CHASE BANK, N.A., AS COLLATERAL
AGENT” (such sign to be replaced if there is a successor Collateral Agent).
(e)
Registration. The applicable Grantors shall cause each Aircraft to remain duly registered, under the laws
of the United States, in the name of the applicable Grantor. Notwithstanding the preceding
sentence, Grantors, at their own expense, may cause or allow such Aircraft to be duly registered
under the laws of any country listed on Exhibit C (except as indicated therein) in the name of the
appropriate Grantor or of any nominee thereof, or, if required by applicable law, in the name of
any other Person (and, following any such foreign registration, may cause such Aircraft to be
re-registered under the laws of the United States);
provided, that Collateral Agent shall
have received, at least two Business Days prior to the time of such non-US registration (provided
that such document can be furnished less than two Business Days prior to such time if Collateral
Agent received a draft of such document no later than two Business Days prior to such time), one or
more Opinions of Counsel, expert in the laws of the United States and such other jurisdiction, in
form and substance reasonably satisfactory to Collateral Agent, subject to exceptions, assumptions
and limitations customary in such jurisdiction and of a nature customarily accepted by aircraft
financiers making loans to entities in such jurisdiction, to the effect that:
(1) such jurisdiction maintains normal diplomatic relations with the United
States (except, in the case of Taiwan);
(2) such re-registration will not adversely affect Collateral Agent’s first
priority and perfected Lien on such Aircraft (and Grantors shall, at their expense,
to the extent legally permitted, cause the interest of Collateral Agent as secured
party in respect of such Aircraft to be duly registered or recorded under the laws
of such jurisdiction and the International Interests of the Collateral Agent in such
Airframe and Engines to be duly registered in the International Registry,
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
and at all times thereafter to remain so duly registered or recorded unless and
until the registration of such Aircraft is changed as provided herein, and shall
cause to be done at all times all other acts necessary or, by reference to prudent
industry practice in such jurisdiction and under the Cape Town Convention, advisable
in order to create, preserve and protect such interests in such Aircraft, and the
priority thereof, as against a Grantor or any third parties), and the laws of such
jurisdiction would provide Collateral Agent with protections of its interest in and
to such Aircraft substantially equivalent to the protections afforded to the holder
or a first-priority security interest under the New York Uniform Commercial Code;
(3) the obligations of Grantors under this Mortgage shall remain valid, binding
and enforceable to the same extent as before such registration, and such
re-registration shall not create any disability or adverse effect to the existence
or enforceability of the rights and remedies of Collateral Agent under the Loan
Documents;
(4) any import or export permits necessary to take such Aircraft into such
jurisdiction and any exchange permits necessary to allow all payments provided for
under this Mortgage and the other Loan Documents shall be in full force and effect;
(5) there are no possessory rights in favor of a Grantor or any Permitted
Lessee which would, upon bankruptcy or other default by a Grantor or any Permitted
Lessee, prevent the return of such Aircraft to Collateral Agent in accordance with
and when permitted by the terms of the Mortgage upon Collateral Agent’s exercise of
remedies thereunder, or, if such possessory rights exist, they are not materially
greater than those available to owners and lessees under United States law and there
are no procedural impediments to the return of such Aircraft to Collateral Agent
materially greater than under United States law, and upon termination of any lease,
registration shall be terminable without material burden or delay;
(6) there is no strict liability imposed on passive lenders, except such tort
liability not of materially greater scope or magnitude than might be imposed on such
passive lender under the prevailing law among the states of the United States, and
except liabilities that Grantors or a Permitted Lessee has agreed to insure against
in a manner reasonably satisfactory to Collateral Agent.
(7) that it is not necessary by reason of such re-registration or for purposes
of enforcing remedies contained herein or in any Lease, for Collateral Agent or any
Lender to register or qualify to do business in such jurisdiction;
(8) no Liens (other than Permitted Encumbrances) shall arise by reason of such
re-registration;
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
(9) (unless Grantors shall have agreed to provide insurance reasonably
satisfactory to Collateral Agent covering the risk of requisition of use of such
Aircraft by the government of such jurisdiction so long as such Aircraft is
registered under the laws of such jurisdiction) the laws of such jurisdiction
require fair compensation by the government of such jurisdiction, payable in
currency freely convertible into Dollars, for the loss of use of such Aircraft in
the event of requisition by such government of such use; and
(10) neither Collateral nor any Lender shall be subjected to any adverse tax
consequences as a result of such re-registration for which Grantors are not required
to indemnify such Person, unless Grantors have agreed to indemnify such Person
therefor.
Collateral Agent will cooperate with Grantors in effecting such foreign registration.
Notwithstanding the foregoing, the aggregate of the Appraised Values of all Airframes reregistered
outside the United States pursuant to this Section 2.01(e) and of all Airframes and Engines and
Spare Engines (including the Appraised Value(s) attributable to any quick engine change kits
installed on any such Engine or Spare Engine) leased pursuant to Sections 2.01(a)(viii) and
2.01(a)(ix), other than of Engines or Spare Engines so leased (whether or not reregistered) having
a term (including any renewal term) of six months or less, shall not exceed fifteen percent (15%)
of the total Appraised Values of all Collateral at any time (such 15% limitation is the
“Reregistration and Lease Limit”) (except to the extent that such Reregistration and Lease Limit is
expressly waived in writing by the Collateral Agent) and prior to any such change in the country of
registry of any Aircraft, the following conditions shall be met (unless waived as provided in
Section 10.08 of the Credit Agreement):
(i) no Event of Default shall have occurred and be continuing at the effective date of
the change in registration or occurs as a result of such change in registration;
provided that it shall not be necessary to comply with this condition if the change
in registration results in the registration of such Aircraft under the laws of the United
States;
(ii) all insurance provided for in this Mortgage shall be in full force and effect,
before, at the time of, and after such change in registration, and Collateral Agent shall
have received a certificate of Grantors’ or a Permitted Lessee’s insurance broker to such
effect;
(iii) such country imposes, or Grantors shall agree to cause such Aircraft to be
maintained in accordance with, aircraft maintenance standards approved by, or which are
substantially equivalent to those required by, the civil aviation authority of the United
States, Australia, Belgium, Canada, Denmark, France, Germany, Ireland, Italy Japan, the
Netherlands, Norway, New Zealand, Spain, Switzerland or the United Kingdom;
(iv) all action shall be taken as Collateral Agent deems reasonably necessary to insure
that all insurance and indemnities provided for in the Loan
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
Documents shall be in full force and effect at the time of and following such
re-registration; and
(v) Grantors pay all fees, Taxes, expenses and other charges relating to such
re-registration (including those of each Lender).
(f)
Substitution of Engines. Each Grantor may at any time, at no cost to the Collateral Agent, on at least ten (10) days
prior written notice to the Collateral Agent, replace any Engine or Spare Engine subjected to the
Lien hereof by causing an engine to be substituted for such Engine or Spare Engine hereunder in
accordance with the provisions of Section 3.01(b) hereof to the same extent as if an Event of Loss
has occurred with respect to such Engine or Spare Engine.
Section 2.02 Replacement and Pooling of Parts; Alterations, Modifications and
Additions.
(a) Replacement of Parts. Grantors, at their own cost and expense, will promptly replace or cause to be replaced all
Parts which may from time to time become worn out, lost, stolen, destroyed, seized, confiscated,
damaged beyond repair or permanently rendered unfit for use for any reason whatsoever, except as
otherwise provided in Section 2.02(f). In addition, a Grantor (or any Permitted Lessee) may remove
in the ordinary course of maintenance, service, repair, overhaul or testing, any Parts, whether or
not worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or rendered
permanently unfit for use; provided that such Grantor (or any Permitted Lessee), except as
otherwise provided in Section 2.02(c), replaces such Parts as promptly as practicable. All
replacement Parts shall be owned by a Grantor free and clear of all Liens (except Permitted
Encumbrances, pooling arrangements permitted by Section 2.02(b) hereof and replacement parts
temporarily installed on an emergency basis) and shall be in the condition and repair required by
the terms hereof. All Parts at any time removed from any Airframe, Engine or Spare Engine shall
remain the property of a Grantor and subject to the Lien of this Mortgage, no matter where located,
until such time as such Parts shall be replaced by Parts which meet the requirements for
replacement Parts specified herein. Immediately upon any replacement Part becoming incorporated or
installed in or attached to the applicable Airframe, Engine or Spare Engine, without further act
(subject only to Permitted Encumbrances and any pooling arrangement permitted by Section 2.02(b)
hereof and except replacement parts temporarily installed on an emergency basis), such replacement
Part shall become the property of a Grantor and subject to the Lien of this Mortgage and be deemed
a Part for all purposes hereof to the same extent as the Parts originally incorporated or installed
in or attached to such Airframe, Engine or Spare Engine and the replaced Part shall be free and
clear of all rights of the Collateral Agent hereunder and shall no longer be deemed a Part
hereunder. Upon request of a Grantor from time to time, Collateral Agent shall execute and deliver
to such Grantor an appropriate instrument confirming the release of any such replaced Part from the
Lien of this Mortgage.
(b) Pooling of Parts. Any Part removed from any Airframe, Engine or Spare Engine as provided in Section 2.02(a)
hereof may be subjected by a Grantor (or any Permitted Lessee) to a pooling arrangement entered
into in the ordinary course of such Grantor’s business; provided, that the Part replacing
such removed Part shall be incorporated or installed in or
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
attached to such Airframe, Engine or Spare Engine in accordance with Section 2.01(a) as
promptly as practicable after the removal of such removed Part. In addition, any replacement Part
when incorporated or installed in or attached to an Airframe, Engine or Spare Engine in accordance
with such Sections may be owned by any third Party subject to such a pooling arrangement,
provided, that such Grantor (or any Permitted Lessee), at its expense, as promptly
thereafter as practicable, either (i) causes such replacement Part to become subject to the Lien of
this Mortgage, free and clear of all Liens other than Permitted Encumbrances or (ii) replaces or
causes to be replaced such replacement Part with a further replacement Part owned by a Grantor (or
any Permitted Lessee) which shall become the property of a Grantor and subject to the Lien of this
Mortgage, free and clear of all Liens other than Permitted Encumbrances.
(c) Alterations, Modifications and Additions. Grantors, at their own expense, will make (or cause to be made) such alterations and
modifications in and additions to each Airframe, Engine and Spare Engine as may be required to be
made from time to time so as to comply with any law, rule, regulation or order of any Governmental
Authority of any jurisdiction in which an Aircraft may then be registered or any Spare Engine may
be located; provided, however, that a Grantor or any Permitted Lessee may, in good
faith, and by appropriate proceedings contest the validity or application of any such law, rule,
regulation or order in any reasonable manner, subject any such Person to material risk of any civil
or any criminal penalties, or involve any material risk of loss or forfeiture of title to any
Airframe, Engine or Spare Engine. In addition, each Grantor (or any Permitted Lessee), at its own
expense, may from time to time add further parts or accessories and make or cause to be made such
alterations and modifications in and additions to any Airframe, Engine or Spare Engine as a Grantor
(or any Permitted Lessee) may deem desirable in the proper conduct of its business, including
removal (without replacement) of Parts which a Grantor (or any Permitted Lessee) deems to be
obsolete or no longer suitable or appropriate for use on such Airframe, Engine or Spare Engine
(such parts, “Obsolete Parts”); provided that no such alteration, modification, removal or
addition materially diminishes the fair market value or utility of such Airframe, Engine or Spare
Engine below the fair market value or utility thereof immediately prior to such alteration,
modification, removal or addition assuming such Airframe, Engine or Spare Engine was then in the
condition required to be maintained by the terms of this Mortgage. In addition, the fair market
value (but not the utility) of an Airframe, Engine or Spare Engine may be reduced by the fair
market value, if any, of Obsolete Parts which shall have been removed so long as the aggregate fair
market value of all Obsolete Parts which shall have been removed and not replaced with respect to
any Aircraft shall not exceed $500,000 in the aggregate. All Parts incorporated or installed in or
attached or added to an Airframe, Engine or Spare Engine as the result of such alteration,
modification or addition (except those parts which are excluded from the definition of Parts or
which may be removed by a Grantor pursuant to the next sentence) (the “Additional Parts”) shall,
without further act, become subject to the Lien of this Mortgage. Notwithstanding the foregoing
sentence, a Grantor (or any Permitted Lessee) may, at its own expense, remove or suffer to be
removed any Additional Part, provided that such Additional Part (i) is in addition to, and
not in replacement of or substitution for, any Part originally incorporated or installed in or
attached to such Airframe, Engine or Spare Engine or any Part in replacement of or substitution for
any such Part, (ii) is not required to be incorporated or installed in or attached or added to such
Airframe, Engine or Spare Engine pursuant to the first sentence of this paragraph (c) and (iii) can
be removed from such Airframe, Engine or Spare Engine without diminishing the value or utility of
such Airframe, Engine or Spare Engine which such Airframe, Engine or Spare
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
Engine would have had at such time had such alteration, modification or addition not occurred,
assuming that such Airframe, Engine or Spare Engine was in the condition and repair required to be
maintained by the terms hereof. Upon the removal thereof as provided above, such Part shall no
longer be deemed to be subject to the Lien of this Mortgage or part of such Airframe, Engine or
Spare Engine from which it was removed. Upon request of a Grantor from time to time, Collateral
Agent shall execute and deliver to such Grantor an appropriate instrument confirming the release of
any such removed Part from the Lien of this Mortgage.
Section 2.03 Insurance.
(a) Aircraft Liability Insurance.
(i) Except as provided in paragraph (ii) of this Section 2.03(a) and subject to the
rights of Grantors to establish and maintain self-insurance in the manner and to the extent
specified in Section 2.03(c) below, Grantors will carry, or cause to be carried, at no
expense to Collateral Agent, aircraft liability insurance (including, but not limited to,
passenger, contractual, bodily injury, personal injury and property damage liability
(exclusive of manufacturer’s product liability insurance), and including without limitation,
war risk, hijacking and related perils insurance, if and to the extent, in the case of war
risk, hijacking and related perils insurance, any Aircraft or Spare Engine is being operated
in any war zone or area of recognized or threatened hostilities or war risk, hijacking and
related perils insurance is otherwise maintained by a Grantor (or, if a Permitted Lease in
respect of any Airframe, Engine or Spare Engine is then in effect, by Permitted Lessee) with
respect to other similar aircraft and engines operated by such Grantor or such Permitted
Lessee, as the case may be, on the same routes) with respect to each Aircraft or Spare
Engine that is of the type as from time to time applicable to aircraft and engines operated
by such Grantor (or, if a Permitted Lease in respect of such Airframe, Engine or Spare
Engine is then in effect, by the Permitted Lessee) of the same type as such Aircraft or
Spare Engine (A) in amounts that are not less than the aircraft liability insurance
applicable to similar aircraft and engines in such Grantor’s fleet on which Grantor carries
insurance; provided that such liability insurance shall not be less than the Minimum
Liability Insurance Amount, and (B) that is maintained in effect with insurers of recognized
responsibility. Any policies of insurance carried in accordance with this Section 2.03(a)
and any policies taken out in substitution or replacement for any of such policies shall:
(1) name the Additional Insureds, as their Interests (defined below) may appear
as additional insureds;
(2) subject to the conditions of clause (3) below, provide that, in respect of
the interest of each Additional Insured in such policies, the insurance shall not be
invalidated by any action or inaction of a Grantor or any other Person (other than
such Additional Insured) and shall insure each Additional Insured’s Interests as
they appear, regardless of any breach or violation by a Grantor or any other Person
(other than such Additional Insured) of any warranty, declaration or condition
contained in such policies;
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
(3) provide that, if such insurance is canceled for any reason, or if any
change is made in the insurance that materially reduces the amount of or the
coverage certified in the insurance report delivered on the Closing Date to
Collateral Agent or if such insurance is allowed to lapse for nonpayment of premium,
such cancellation, change or lapse shall not be effective as to any Additional
Insured for 30 days (seven days, or such other period as is then customary in the
industry, in the case of any war risk, hijacking and related perils coverage) after
receipt by such Additional Insured of written notice from such insurers of such
cancellation, change or lapse, provided that in the case of any war risk,
hijacking and related perils, liability insurance, if the same is directly or
indirectly provided by the United States government, or any agency or regulatory
body thereof, such notice shall be deemed delivered if published in the Federal
Register;
(4) provide that the Additional Insured shall have no obligation or liability
for premiums, commissions, assessments or calls in connection with such insurance;
(5) provide that the insurers shall waive any rights of (x) setoff,
counterclaim or any other deduction, whether by attachment or otherwise, in respect
of any liability of the Additional Insureds to the extent of any moneys due to the
Additional Insureds and (y) subrogation against the Additional Insureds to the
extent that Grantors have waived their rights by their agreements to indemnify the
Additional Insureds pursuant to the Loan Documents;
(6) be primary without right of contribution from any other insurance carried
by any Additional Insured with respect to its Interests as such in any Aircraft,
Engine or Spare Engine; and
(7) expressly provide that all of the provisions thereof, except the limits of
liability, shall operate in the same manner as if there were a separate policy
covering each insured.
“Interests” as used in this Section 2.03(a) and in Section 2.03(b) below with respect to any Person
means the interests of such Person in the transactions contemplated by the Loan Documents.
(ii) During any period that any Airframe or an Engine or a Spare Engine, as the case
may be, is on the ground and not being flown, Grantors may carry or cause to be carried as
to such non-flown Airframe, Engine or Spare Engine, in lieu of the insurance required by
clause (i) above, and subject to self-insurance to the extent permitted by Section 2.03(c)
below, insurance otherwise conforming with the provisions of said clause (i) except that:
(A) the amounts of coverage shall not be required to exceed the amounts of airline liability
insurance from time to time applicable to airframes or engines owned or leased by a Grantor
(or, if a Permitted Lease in respect of such Airframe, Engine or Spare Engine is then in
effect, by the Permitted Lessee) of the same type as such non-flown Airframe, Engine or
Spare Engine and that are on the ground and not being flown
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
and (B) the scope of the risks covered and the type of insurance shall be the same as
from time to time are applicable to airframes or engines operated by a Grantor (or, if a
Permitted Lease in respect of such Aircraft is then in effect, by the Permitted Lessee) of
the same type as such non-flown Airframe, Engine or Spare Engine and that are on the ground
and not being flown.
(b) Insurance Against Loss or Damage.
(i) Except as provided in clause (ii) of this Section 2.03(b), and subject to the
rights of Grantors to establish and maintain self-insurance in the manner and to the extent
specified in Section 2.03(f) below, Grantors shall maintain, or cause to be maintained, in
effect with insurers of recognized responsibility, at no expense to Collateral Agent,
all-risk aircraft hull insurance covering each Aircraft and Spare Engine and all-risk
coverage with respect to any Engine, Spare Engine or Part while removed from an Airframe or
airframe (or Engine, Spare Engine or engine (in the case of a Part)) (including, without
limitation, war risk, hijacking and related perils insurance, if and to the extent the same
is maintained by a Grantor (or, if a Permitted Lease in respect of such Airframe, Engine or
Spare Engine is then in effect, by the Permitted Lessee) with respect to other similar
aircraft and engines operated by such Grantor or such Permitted Lessee, as the case may be,
on the same routes or if such Aircraft and Spare Engine is being operated in any war zone or
area of recognized or threatened hostilities), that is of the type as from time to time
applicable to aircraft operated by such Grantor (or, if a Permitted Lease in respect of such
Airframe, Engine and Spare Engine is then in effect, by the Permitted Lessee) of the same
type as such Aircraft and Spare Engine; provided that such insurance (including the
permitted self-insurance) in the case of such Aircraft and Spare Engine shall at all times
while such Aircraft and Spare Engine is subject to this Mortgage be for an amount not less
than the greater of (x) 110% of the Appraised Value, if any, thereof set forth in the most
recent Appraisal Report delivered before the date (or renewal date) of the applicable
insurance policies, and (y) the Insured Amount therefor. Any insurance amounts described in
this clause (b)(i) which relate to the loss of an engine (other than an Engine or Spare
Engine) shall be, if received by the Collateral Agent, paid over to the Person legally
entitled thereto. Any policies carried in accordance with this Section 2.03(b) and any
policies taken out in substitution or replacement for any such policies shall:
(1) provide that any insurance proceeds payable for any loss or damage, with
respect to any Aircraft or Spare Engine, together with accrued but unpaid interest
thereon, shall be paid to the Administrative Agent (at such account and address as
the Collateral Agent specifies) as follows: (a) if such insurance proceeds are in
respect of an Event of Loss, or (b) if the insurer has received a notice from the
Collateral Agent directing that such insurance proceeds shall be so paid to the
Administrative Agent; otherwise all such insurance proceeds shall be payable to the
applicable Grantor;
(2) subject to the conditions of clause (3) below, provide that, in respect of
the interests of the Additional Insureds in such policies, the insurance shall not
be invalidated by any action or inaction of a Grantor or any other Person (other
than such Additional Insured) and shall insure the Additional Insureds’
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
Interests as they appear, regardless of any breach or violation by a Grantor or
any other Person (other than such Additional Insured) of any warranty, declaration
or condition contained in such policies;
(3) provide that if such insurance is canceled for any reason, or if any change
is made in the insurance that materially reduces the coverage (not including the
amount if such amount exceeds the coverage required hereunder) certified in the
insurance report delivered on the Closing Date to Collateral Agent and each Lender
or if such insurance is allowed to lapse for nonpayment of premium, such
cancellation, change or lapse shall not be effective as to the Additional Insureds
for 30 days (seven days, or such other period as is then customary in the industry,
in the case of war risk, hijacking or related perils coverage) after receipt by the
Additional Insureds of written notice from such insurers of such cancellation,
change or lapse; provided that in the case of any war risk, hijacking and
related perils hull insurance, if the same is directly or indirectly provided by the
United States government, or any agency or regulatory body thereof, such notice
shall be deemed delivered if published in the Federal Register;
(4) provide that the Additional Insureds shall have no obligation or liability
for premiums, commissions, assessments or calls in connection with such insurance;
(5) provide that the insurers shall waive rights of (x) setoff, counterclaim or
any other deduction, whether by attachment or otherwise, in respect of any liability
of the Additional Insureds to the extent of any moneys due to the Additional
Insureds and (y) subrogation against the Additional Insureds to the extent that
Grantors have waived their rights by its agreement to indemnify the Additional
Insureds pursuant to the Loan Documents;
(6) be primary without rights of contribution from any other insurance carried
by any Additional Insured with respect to its Interests as such in any Aircraft,
Engine or Spare Engine; and
(7) contain a “50/50 clause” (AVN 103 or its equivalent).
The Collateral Agent shall be entitled to notify an insurer that insurance proceeds payable in
respect of loss or damage shall be paid directly to the Administrative Agent as provided in clause
(1) above, for deposit into an account maintained with the Administrative Agent subject to a Full
Control Agreement, in the following circumstances: (1) an Event of Default has occurred and is
continuing, (2) such insurance proceeds are in respect of an Event of Loss, or (3) such proceeds if
paid to the applicable Grantor would be required to be deposited in such account maintained with
the Administrative Agent subject to a Full Control Agreement in accordance with Section 2.12(a) of
the Credit Agreement (all calculations thereunder and under Section 6.06 of the Credit Agreement to
be performed in accordance with the Credit Agreement after giving effect to the Event of Loss or
other circumstance giving rise to such insurance proceeds). For the avoidance
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
of doubt the parties agree that the Credit Agreement governs the right of the Grantors to receive
and use any insurance proceeds so deposited with the Administrative Agent.
(ii) During any period that an Airframe or an Engine or a Spare Engine is on the ground
and not being flown, Grantors may carry or cause to be carried as to such non-flown Airframe
or Engine or Spare Engine, in lieu of the insurance required by clause (i) above, and
subject to self-insurance to the extent permitted by Section 2.03(c), insurance otherwise
conforming with the provisions of said clause (i) except that the scope of the risks covered
and the type of insurance shall be the same as from time to time applicable to airframes and
engines operated by Grantors (or, if a Permitted Lease in respect of such Aircraft is then
in effect, by the Permitted Lessee) of the same type as such non-flown Airframe or Engine
and that are on the ground and not being flown; provided that, subject to
self-insurance to the extent permitted by Section 2.03(c), Grantors shall maintain or cause
to be maintained insurance against risk of loss or damage to such non-flown Airframe or
Engine or Spare Engine in an amount at least equal to the applicable amount required under
Section 2.03(b) during such period that such Airframe or Engine or Spare Engine is on the
ground and not being flown.
(c) Pledged Spare Parts Liability Insurance. Each Grantor will carry or cause to be carried at all times, at no expense to Collateral
Agent, third party liability insurance with respect to the Pledged Spare Parts, which is (i) of
amount and scope as is usually carried by corporations engaged in the same or similar business,
similarly situated with such Grantor and owning or operating similar spare parts for aircraft and
engines and covering risks of the kind customarily insured against by such Grantor for equipment
similar to the Pledged Spare Parts and (ii) maintained in effect with insurers of recognized
responsibility. Each Grantor will carry or cause to be carried at all times, at no expense to
Collateral Agent, with insurers of recognized responsibility, third party liability insurance
covering the Designated Spare Parts Locations where any Pledged Spare Parts shall be located.
(d) Pledged Spare Parts Insurance Against Loss or Damage. Each Grantor will carry or cause to be carried at all times, at no expense to Collateral
Agent, with insurers of recognized responsibility insurance covering physical damage to the Pledged
Spare Parts, of the type covering the same risks as are usually carried by corporations engaged in
the same or similar business as such Grantor and covering risks of the kind customarily insured
against by Borrower and providing for the reimbursement of the actual expenditure incurred in
repairing or replacing any damaged or destroyed Pledged Spare Part or, if not repaired or replaced,
for then payment of the amount it would cost to repair or replace such Pledged Spare Part, on the
date of loss, with proper deduction for obsolescence and physical depreciation. Each Grantor will
carry or cause to be carried at all times, at no expense to Collateral Agent, with insurers of
recognized responsibility property insurance covering the Designated Spare Parts Locations where
any Pledged Spare Parts shall be located.
(e) Pledged Spare Parts Insurance Against Loss or Damage. Any policies of insurance carried in accordance with Sections 2.03(c) and 2.03(d),
including any policies taken out in substitution or replacement for each policies:
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
(1) in the case of Section 2.03(d), provide that any insurance proceeds payable
for any loss or damage, with respect to any Pledged Spare Parts, together with
accrued but unpaid interest thereon, shall be paid to the Administrative Agent (at
such account and address as the Collateral Agent specifies) as follows: (a) if such
insurance proceeds are in respect of an Event of Loss, or (b) if the insurer has
received a notice from the Collateral Agent directing that such insurance proceeds
shall be so paid to the Administrative Agent; otherwise all such insurance proceeds
shall be payable to the applicable Grantor;
(2) in the case of Section 2.03(c), shall name the Additional Insureds, as
additional insureds, as their respective interests may appear;
(3) shall provide that, in respect of the interests of the Additional Insureds
in such policies the insurance shall not be invalidated or impaired by any act or
omission (including misrepresentation and nondisclosure) by the applicable Grantor
or any other Person (including, without limitation, use of the Pledged Spare Parts
for illegal purposes) and shall insure the Additional Insureds regardless of any
breach or violation of any representation, warranty, declaration, term or condition
contained in such policies by such Grantor;
(4) shall provide that, if the insurers cancel such insurance for any reason
whatsoever, or if the same is allowed to lapse for nonpayment of premium, or if any
material change is made in the insurance which adversely affects the interest of any
of the Additional Insureds, such cancellation, lapse or change shall not be
effective as to the Additional Insureds for 30 days (7 days for nonpayment of
premiums or cancellation by such Grantor) after receipt by the Additional Insureds
of written notice by such insurers of such cancellation, lapse or change.
(5) shall waive any right of recourse, subrogation, setoff, recoupment,
counterclaim or other deduction against any Additional Insured;
(6) shall be primary without right of contribution from any other insurance
that may be available to any Additional Insured, other than Grantors’ all risk
aircraft hull insurance carried pursuant to Section 2.03(b);
(7) in the case of Section 2.03(c), shall provide that all of the liability
insurance provisions thereof, except the limits of liability, shall operate in all
respects as if a separate policy had been issued covering each party insured
thereunder, and
(8) shall provide that none of the Additional Insureds shall be liable £or any
insurance premium.
The Collateral Agent shall be entitled to notify an insurer that insurance proceeds payable in
respect of loss or damage shall be paid directly to the Administrative Agent as provided in clause
(1) above, for deposit into an account maintained with the Administrative Agent subject to a Full
Control Agreement, in the following circumstances: (1) an Event of Default has occurred and is
continuing, (2) such insurance proceeds are in respect of an Event of Loss, or (3) such proceeds
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
if paid to the applicable Grantor would be required to be deposited in such account maintained with
the Administrative Agent subject to a Full Control Agreement in accordance with Section 2.12(a) of
the Credit Agreement (all calculations thereunder and under Section 6.06 of the Credit Agreement to
be performed in accordance with the Credit Agreement after giving effect to the Event of Loss or
other circumstance giving rise to such insurance proceeds). For the avoidance of doubt the parties
agree that the Credit Agreement governs the right of the Grantors to receive and use any insurance
proceeds so deposited with the Administrative Agent.
(f) Self-Insurance. Grantors may from time-to-time self-insure, by way of deductible, self-insured retention,
premium adjustment or franchise or otherwise (including, with respect to insurance maintained
pursuant to Section 2.03(a) or (b), insuring for a maximum amount that is less than the amounts set
forth in Sections 2.03(a) and (b)), the risks required to be insured against pursuant to Sections
2.03(a) and (b); provided, that in no case shall the aggregate amount of such
self-insurance with respect to all of the aircraft and engines in the Grantors’ fleet (including,
without limitation, the Airframes, the Engines and the Spare Engines) exceed for any twelve (12)
month policy period the lesser of (A) 100% of the highest replacement value of any single aircraft
in the Grantors’ fleet, or (B) 1.5% of the average aggregate insurable value (for the preceding
policy year) of all aircraft (including, without limitation, the Airframes, the Engines and the
Spare Engines) on which the Grantors carry insurance. Any deductible per occurrence that, in the
case of the Aircraft or Spare Engines, is not in excess of the amount customarily allowed as a
deductible in the industry or is required to facilitate claims handling or any applicable mandatory
minimum per aircraft (or if applicable per annum or other period) hull or liability insurance
deductibles imposed by the aircraft hull or liability insurers shall be permitted in addition to
the above-mentioned self-insurance.
(g) Indemnification by Government in Lieu of Insurance. Notwithstanding any provision of this Section 2.03 requiring insurance, in lieu of
insurance against any risk with respect to an Airframe, Engine, Spare Engine or Spare Part,
indemnification from, or insurance provided by, the United States government, or any agency or
instrumentality thereof, against such risk in an amount which, when added to the amount of
insurance maintained against such risk by Grantors (or, if a Permitted Lease in respect of such
Aircraft is then in effect, by the Permitted Lessee), shall be at least equal to the amount of
insurance against such risk otherwise required by this Section 2.03 (taking into account
self-insurance permitted by 2.03(f)) shall be considered adequate insurance for purposes of this
Section 2.03.
(h) Reports, Etc. On or before the Closing Date and annually following renewal of Grantors’ insurance coverage,
Grantors will furnish to Collateral Agent a report signed by a firm of independent aircraft
insurance brokers appointed by Grantors (which brokers may be in the regular employ of Grantors),
stating the opinion of such firm that the insurance then carried and maintained on each Airframe,
Engine and Spare Engine and the Pledged Spare Parts complies with the terms hereof and that the
portion of such insurance that is commercial insurance provides coverages that are in substantially
similar form, are of such types, and have limits within the range of limits as are customarily
carried by similarly-situated U.S. carriers operating similar routes, and including a confirmation
that the commercial insurance has been placed with insurers and identification of the primary
claims lead. All information contained in such report shall be treated by Collateral Agent and
each Lender and each of their affiliates, members and officers, directors, agents and employees in
accordance with the confidentiality
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
provisions of Section 10.03 of the Credit Agreement. Grantors will cause such firm to notify
Collateral Agent and each Lender of any act or omission on the part of a Grantor of which such firm
has knowledge that might invalidate or render unenforceable, in whole or in part, any insurance on
any Airframe, Engine or Spare Engine. Grantors will also cause such firm to notify Collateral
Agent and each Lender as promptly as practicable after such firm acquires knowledge that an
interruption of any insurance carried and maintained on any Aircraft pursuant to the insurance
provisions of this Mortgage will occur. Such information may only be provided to other Persons in
accordance with the confidentiality provisions of Section 10.03 of the Credit Agreement. Upon
request from Collateral Agent, Grantors will provide Collateral Agent with copies of any
certificates evidencing renewal of any insurance policies with respect to the Aircraft maintained
by Grantors with any agency or regulatory body of the United States government.
In the event that Grantors shall fail to maintain or to cause to be maintained insurance as
herein provided, Collateral Agent may at its option obtain such insurance (giving Grantors prompt
written notice thereof) and, in such event, Grantors shall, upon demand, reimburse Collateral Agent
for the cost to Collateral Agent of such insurance, together with interest thereon at the Past Due
Rate for the period commencing with the date such cost was paid to the date of reimbursement.
(i) Salvage Rights; Other. All salvage rights to each Airframe and each Engine and each Spare Engine shall remain with
Grantors’ insurers at all times, and any insurance policies of Collateral Agent insuring any
Airframe or any Engine or any Spare Engine shall provide for a release to Grantors of any and all
salvage rights in and to any Airframe or any Engine or any Spare Engine. Neither Collateral Agent
nor any Lender may, directly or indirectly, obtain insurance for its own account with respect to
any Airframe or any Engine or any Spare Engine if such insurance would limit or otherwise adversely
affect the coverage or amounts payable under, or increase the premiums for, any insurance required
to be maintained pursuant to this Mortgage or any other insurance maintained with respect to any
Aircraft or any other aircraft in Grantors’ fleet.
Section 2.04 Inspection. At reasonable times, but upon at least 15 Business Days’ prior written notice to the
applicable Grantor, any Lender (provided that all Lenders shall exercise their respective
inspection rights at the same time) or Collateral Agent or their respective authorized
representatives may, subject to the other conditions or this Section 2.04, inspect any Airframe,
Engine, Spare Engine or Pledged Spare Part and may inspect the books and records of such Grantor,
relating to the maintenance of the Airframe, Engines, Spare Engines and Pledged Spare Parts
required to be maintained by the FAA or the government of another jurisdiction in which any
Aircraft is then registered; provided that:
(i) any Lender or Collateral Agent or their respective representatives, as the case may
be, shall be fully insured at no cost to Grantors in a manner reasonably satisfactory to
Grantors with respect to any risks incurred in connection with any such inspection or shall
provide to the applicable Grantor a written release satisfactory to such Grantor with
respect to such risks;
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
(ii) any such inspection shall be during such Grantor’s normal business hours and
subject to the safety, security and workplace rules applicable at the location where such
inspection is conducted and any applicable governmental rules or regulations;
(iii) any such inspection of any Airframe, Engine or Spare Engine shall be a visual,
walk-around inspection of the interior and exterior thereof and shall not include opening
any panels, bays or the like without such Grantor’s express consent, which consent such
Grantor may in its sole discretion withhold;
(iv) any such inspection of an Airframe, Engine, Spare Engine or Pledged Spare Part
shall occur only during regularly scheduled maintenance visits (and each
Grantor shall notify Lender and Collateral Agent, upon request, of the next scheduled
maintenance visit); and
(v) no exercise of such inspection right shall interfere with the use, operation or
maintenance of any Airframe, Engine, Spare Engine or Pledged Spare Part by, or the business
of, such Grantor and no Grantor shall be required to undertake or incur any additional
liabilities in connection therewith. All information obtained in connection with any such
inspection of an Airframe, Engine, Spare Engine or Pledged Spare Part and of such books and
records shall be treated by each Lender and Collateral Agent and their respective
representatives in accordance with the provisions of Section 10.13 of the Credit Agreement.
Any inspection pursuant to this Section 2.04 shall be at the sole risk (including, without
limitation, any risk of personal injury or death) and expense of the Lender or Collateral
Agent (or their respective representatives) making such inspection; provided that
the costs of any such inspection during the continuance of an Event of Default shall be
for account of Grantors. Except during the continuance of a Specified Default or an Event
of Default, all inspections by a Lender and Collateral Agent and their respective
representatives provided for under this Section 2.04 shall be limited to one inspection of
any kind contemplated by this Section 2.04 during any consecutive twelve month period.
Section 2.05 Other Representations, Warranties and Covenants.
(a) Grantors hereby represent and warrant that (i) each Grantor has good title to (x) each of
the Airframes, Engines and Spare Engines that are listed on the initial Mortgage Supplement in its
name and will have good title to each of the Airframes, Engines and Spare Engines listed on each
subsequent Mortgage Supplement in its name at the time of execution and delivery thereof; and (y)
all of the Spare Parts which are held by or on behalf of such Grantor at the Designated Spare Parts
Locations identified on the initial Mortgage Supplement and will have good title to each of the
Spare Parts which are held by or on behalf of such Grantor at the Designated Spare Parts Locations
identified on each subsequent Mortgage Supplement and that such Spare Parts will be held by or on
behalf of such Grantor at the Designated Spare Parts Locations identified on the applicable
Mortgage Supplement at the time of execution and delivery; (ii) each Grantor will have good title
to any of its other Collateral which is subject to this Mortgage or which becomes subject to this
Mortgage from time to time hereafter; (iii) the Airframes, Engines and Spare
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
Engines are correctly
described by Manufacturer, model and serial number as set forth on the Manufacturer’s serial plate
for said Airframes, Engines and Spare Engines, in each case subject to Permitted Encumbrances; and
(iv) for purposes of the International Registry, model references for the Airframes, Engines and
Spare Engines set forth in each Mortgage Supplement constitute the manufacturers’ respective
generic model designations for such Airframes, Engines, and Spare Engines (as required to be used
pursuant to the “regulations” (as defined in the Cape Town Convention)).
(b) Certificated U.S. Air Carrier. Each Grantor hereby confirms that it is a Certificated Air Carrier.
(c) Necessary Filings. Upon the filing of this Mortgage with the FAA in accordance with Title 49 and the
regulations thereunder, the filing of financing statements (and continuation statements at periodic
intervals) with respect to the security and other interests created hereby under the UCC as in
effect in any applicable jurisdiction, the registrations of International Interests in the
International Registry with respect to the Airframes, Engines and Spare Engines, and placing of the
insignia referred to in Section 2.01(d) herein, (i) all filings, registrations and recordings
(including, without limitation, the filing of financing statements under the UCC) necessary in the
United States or in the International Registry to create, preserve, protect and perfect the
security interest granted by each Grantor to the Collateral Agent hereby in respect of the
Collateral have been accomplished or, as to Collateral to become subject to the security interest
of this Mortgage as provided herein from time to time after the date hereof, will be so filed,
registered and recorded simultaneously with such Collateral being subject to the Lien of this
Mortgage, and (ii) the security interest granted to the Collateral Agent pursuant to this Mortgage
in and to the Collateral will constitute a perfected security interest therein prior to the rights
of all other Persons therein, but subject to no other Liens (other than Permitted Encumbrances),
and is entitled to all the rights, priorities and benefits afforded by Title 49, the Cape Town
Convention, and other relevant U.S. law as enacted in any relevant jurisdiction to perfected
security interests or Liens.
(d) No Liens. Each Grantor is, and as to Collateral acquired by it from time to time after the date
hereof each Grantor will be, the owner of all such Collateral free from any Lien, or other right,
title or interest of any Person (other than Permitted Encumbrances), and Grantors shall promptly,
at their own expense, (i) defend the Collateral against all claims and demands of all Persons
(other than Persons claiming by, through or under the Collateral Agent) at any time claiming the
same or any interest therein adverse to the Collateral Agent and (ii) take such action as may be
necessary to duly discharge any Lien (other than Permitted Encumbrances) arising at any time.
(e) Other Filings or Registrations. There is no financing statement (or similar statement or instrument of encumbrance under
the law of any jurisdiction) or registration covering or purporting to cover any interest of any
kind in the Collateral (other than Permitted Encumbrances), and there are no International
Interests registered on the International Registry in respect of any of the Collateral (other than
with respect to the Second Lien Aircraft Mortgage), and so long as any Commitment remains in
effect, any Letter of Credit remains outstanding (in a face amount in excess of the sum of (i) the
amount of cash then held in the Letter of Credit Account and (ii) the face amount of back-to-back
letters of credit delivered pursuant to Section 2.02(j) of the Credit Agreement), any Credit-Linked
Deposit remains outstanding, or any of the Loans or other amounts are owing to a Lender or to the Administrative
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
Agent (other than contingent indemnity obligations not due and payable) under the
Credit Agreement, neither Grantor will execute or authorize or permit to be filed in any public
office any financing statement or statements (or similar statement or instrument of encumbrance
under the law of any jurisdiction) relating to the Collateral, other
than with respect to Permitted Encumbrances, or any International Interests on the
International Registry (other than with respect to the Second Lien Aircraft Mortgage and other
International Interests as to which neither Grantor has agreed or consented) relating to the
Collateral or location (as such term is used in Section 9-307 of the UCC).
(f) Identification. The names of the Grantors are Delta Air Lines, Inc., a Delaware corporation, and Comair,
Inc., an Ohio corporation. Neither Grantor will change its name or location (as such term is used
in Section 9-307 of the UCC) until (i) it shall have given to the Collateral Agent not less than
thirty (30) days’ prior written notice of its intention to do so, (ii) it shall have taken all
action, satisfactory to the Collateral Agent, to maintain the security interest of the Collateral
Agent in the Collateral intended to be granted hereby at all times fully perfected and in full
force and effect, (iii) at the request of the Collateral Agent, it shall have furnished an Opinion
of Counsel to the effect that all financing or continuation statements and amendments or
supplements thereto have been filed in the appropriate filing office or offices, and (iv) the
Collateral Agent shall have received evidence that all other actions (including, without
limitation, International Registry registrations and the payment of all filing fees and taxes, if
any, payable in connection with such filings) have been taken, in order to perfect (and maintain
the perfection and priority of) the security interest granted hereby.
(g) Recourse. Each Grantor agrees that the obligations of the “Grantors” hereunder are joint and several
obligations of each of the Grantors. Each Grantor further specifically agrees that it shall not be
necessary or required, and that neither Grantor shall be entitled to require, that Collateral Agent
or any Lender or any other person:
|
(a) |
|
make any effort to enforce the payment or performance by the other Grantor of
any of its obligations under this Mortgage or the other Loan Documents, or |
|
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(b) |
|
foreclose against or seek to realize upon collateral security or other credit
support, if any, now or hereafter existing, for the First Priority Obligations or any
obligations of either of the Grantors under this Mortgage or the other Loan Documents,
or |
|
|
(c) |
|
file suit or proceed to obtain or assert a claim for personal judgment against
any other Grantor or any other person liable for payment or performance of any of the
First Priority Obligations or of any of the obligations of either of the Grantors under
this Mortgage or the other Loan Documents, or |
|
|
(d) |
|
exercise or assert any other right or remedy to which Collateral Agent, the
Lenders or any other person is or may be entitled in connection with this Mortgage or
the other Loan Documents, the First Priority Obligations, or any security or other
guaranty therefor, or |
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
|
(e) |
|
assert of file any claim against the assets of the other Grantor, or any other
person liable for the First Priority Obligations or any of the obligations of either of
the Grantors under this Mortgage or the other Loan Documents, or any part thereof. |
before or as a condition precedent to the enforcement of the obligations of such Grantor hereunder.
Each Grantor hereby unconditionally waives any requirement that, as a condition precedent to the
enforcement of the obligations of such Grantor hereunder, the other Grantor or the Collateral Agent
or any Lender be joined as parties to any proceedings for the enforcement of any provision of this
Mortgage or the other Loan Documents.
(h) Filings and Registrations. Each Grantor will take, or cause to be taken, at Grantors’ cost and expense, such action
with respect to the recording, filing, re-recording and re-filing of this Mortgage and each
Mortgage Supplement in the office of the FAA, pursuant to Title 49, and in such other places as may
be required under any applicable law or regulation in the U.S., and any financing statements or
other instruments, or registrations on the International Registry, as are necessary, or reasonably
requested by the Collateral Agent and appropriate, to maintain, so long as this Mortgage is in
effect, the perfection, priority and preservation of the Lien created by this Mortgage and the
International Interests of the Collateral Agent in each Airframe, Engine, Spare Engine and Pledged
Spare Part, and will furnish to the Collateral Agent timely notice of the necessity of such action,
together with, if requested by the Collateral Agent, such instruments, in execution form, and such
other information as may be reasonably required to enable the Collateral Agent to take such action
or otherwise reasonably requested by the Collateral Agent. To the extent permitted by applicable
law, each Grantor hereby authorizes the Collateral Agent to execute and file financing statements
or continuation statements without each Grantor’s signature appearing thereon. Each Grantor shall
pay the costs of, or incidental to, any recording or filing, including, without limitation, any
filing of financing or continuation statements, concerning the Collateral.
(i) Notice of Certain Events. Each Grantor shall provide the Collateral Agent with prior written notice of its intent to
convert any of the Aircraft from passenger configuration to cargo configuration.
(j) Further Assurances. Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly
filed all such further instruments and documents and take all such actions as the Collateral Agent
may from time to time reasonably request to further assure, preserve, protect and perfect the Lien
and the rights and remedies created hereby.
Section 2.06 Pledged Spare Parts .
(a) Tracking System. The Grantors shall at all times maintain the Tracking System in at least as favorable a
condition as the condition it was in as at the Closing Date and its perpetual inventory procedures
for Pledged Spare Parts that provide a continuous internal audit of Pledged Spare Parts.
Notwithstanding the limitations in this Section 2.06, at reasonable times during normal business
hours, at their own expense and upon reasonable notice (which shall not be less than 5 Business
Days) to the Grantors (as often as may be reasonably requested), the
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
Collateral Agent shall be
entitled to access and inspect the Tracking System to ensure each Grantor’s compliance with the
terms hereof. Such inspection right shall not be exercised in a manner which is unduly disruptive
to the operation or maintenance of the Tracking System or the business operations of a Grantor. If
requested by the Collateral Agent, Grantors will use commercially reasonable efforts to obtain a
written acknowledgment of the Collateral Agent’s access and inspection rights hereunder from any
third party which owns or operates the Tracking System. Any inspection pursuant to this Section
2.06 shall be at the sole risk (including, without limitation, any risk of personal injury or
death) and expense of the Lender or Collateral Agent (or their respective representatives) making
such inspection;
(b) Designated Spare Parts Locations. Each Grantor represents, warrants and agrees that all of Comair’s Spare Parts and all of
the Borrower’s Spare Parts relating to or used in connection with General Electric Model CF34
engines shall be maintained by or on behalf or such Grantor at one or more of the Designated Spare
Parts Locations. The Grantors will promptly notify the Collateral Agent in writing if any of the
representations, warranties or agreements contained in the preceding sentence become inaccurate in
any respect with respect to any of the Pledged Spare Parts or the interest of either Grantor
therein. If either Grantor desires at any time to add a Designated Spare Parts Location, such
Grantor shall promptly furnish the following to the Collateral Agent:
(A) thirty (30) days prior to the utilization of such new Designated Spare
Parts Location, a Mortgage Supplement duly executed by each Grantor, identifying
each location that is to become a Designated Spare Parts Location and specifically
subjecting the Pledged Spare Parts at such location to the Lien of this Mortgage;
(B) five (5) days prior to the utilization of such new Designated Spare Parts
Location, an Opinion of Counsel, dated the date of execution of said Mortgage
Supplement, stating that said Mortgage Supplement has been duly filed for recording
in accordance with the provisions of the FAA 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 Mortgage on the Pledged Spare Parts held at the Designated
Spare Parts Locations specified in such Mortgage 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 Mortgage with respect to such Pledged Spare Parts; and
(C) five (5) days prior to the utilization of such new Designated Spare Parts
Location, an Officer’s Certificate stating that in the opinion of the Responsible
Officer executing the Officer’s Certificate, all conditions precedent provided for
in this Mortgage relating to the subjection of such property to the Lien of this
Mortgage have been complied with.
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
(c) Possession, Use; Permitted Sales and Maintenance.
(i) Possession. Without the prior written consent of the Collateral Agent,
neither Grantor will sell, lease (whether by way of a finance lease, operating lease or
otherwise), transfer or relinquish possession of any Pledged Spare Part to anyone except as
permitted by the provisions of this Section 2.06(c) and except that such Grantor shall have
the right, in the ordinary course of business, (x) to transfer possession of any Pledged
Spare Part to the manufacturer thereof or any other organization for testing, overhaul,
repairs, maintenance, alterations or modifications (to the extent required or permitted by
the terms hereof) or to any Person for the purpose of transport to any of the foregoing, (y)
to subject any Pledged Spare Part to a pooling, exchange, borrowing or maintenance servicing
agreement arrangement and entered into in the ordinary course of business or (z) to transfer
any Pledged Spare Part between any Designated Spare Parts Locations.
(ii) Use; Permitted Sales Dispositions or Modifications.
(A) Use. Each of the Grantors shall have the right, at any time and
from time to time at its own cost and expense, without the necessity of any release
from or consent by the Collateral Agent, to:
(1) incorporate in, install on, attach or make appurtenant to, or use
in, any aircraft, engine, or spare part in its or in the other Grantor’s
fleet (whether or not subject to any Lien and whether or not operated by
either Grantor) such Pledged Spare Part and, as a result thereof, if such
Pledged Spare Part is not incorporated in, installed in, attached or made
appurtenant to an Airframe or Engine or Spare Engine, such Pledged Spare
Part shall thereupon be free from the Lien of this Mortgage; and
(2) dismantle any Pledged Spare Part that has become worn out or
obsolete or unfit for use, and to scrap, sell or dispose of any such Pledged
Spare Part or any salvage resulting from such dismantling, in which case
such Pledged Spare Part shall thereupon be free from the Lien of this
Mortgage.
(B) Permitted Sales, Dispositions and Modifications. The Grantors may,
in the ordinary course of its business consistent with past practices, sell, lease,
transfer or dispose of any Pledged Spare Parts in each case, free from the Lien of
this Mortgage. In addition, the Grantors may modify or alter any Pledged Spare
Parts as the Grantors may deem appropriate in the proper conduct of their
business, so long as the Grantors remain in compliance at all times with the
requirements of Section 2.06(c)(iii) below, after giving effect to any such
modification or alteration.
(iii) Maintenance. Each of the Grantors:
(A) shall maintain, or cause to be maintained, at all times its Pledged Spare
Parts in accordance with, (x) all applicable laws and all applicable rules and
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
regulations issued by the FAA and (y) all applicable laws and all applicable rules
and regulations issued by any other Governmental Authority having jurisdiction over
such Grantor or any such Pledged Spare Parts, including making any modifications,
alterations, replacements and additions necessary therefor;
(B) shall maintain, or cause to be maintained, all records, logs and other
materials required by the FAA or under Title 49 to be maintained in respect of its
Pledged Spare Parts and shall not modify its record retention procedures in respect
of its Pledged Spare Parts unless such modification is consistent with such
Grantor’s FAA approved maintenance program; and
(C) shall maintain, or cause to be maintained on a timely basis, its Pledged
Spare Parts in good working order (other than during periods of maintenance, repair,
inspection and testing) and condition and shall perform all maintenance thereon
necessary for that purpose, excluding (x) Pledged Spare Parts that have become worn
out or unfit for use, beyond economic repair or become obsolete or scrap, (y)
Pledged Spare Parts and quick change engine kits that are not required for such
Grantor’s normal operations and (z) Expendables that have been consumed or used in
Grantors’ operations. Notwithstanding anything herein to the contrary, all Rotables
and Key Repairables and, to the extent customary, Expendables, located at Designated
Spare Parts Locations other than as excluded under clause (x), (y) or (z) above,
shall have a current and valid serviceable tag and shall be in compliance with such
tag, in each case in compliance with applicable FAA regulations.
(d)
Data Reports. After the occurrence and during the continuance of an Event of Default, as requested by the
Collateral Agent from time to time, each Grantor shall furnish the Collateral Agent with a Data
Report certified (as a true and correct copy of the most recent data obtained from each Grantor’s
Spare Parts Tracking System) by an Officer of each Grantor.
ARTICLE 3
EVENT OF LOSS
Section 3.01 Event of Loss.
(a) Event of Loss with Respect to an Airframe. If an Event of Loss occurs (or an event or circumstance which, with the passage of time,
would constitute an Event of Loss with respect to an Airframe or an Aircraft, Grantors shall
promptly (and in any event within 10 days after the occurrence of such Event of Loss and otherwise
in accordance with the Credit Agreement) notify the Collateral Agent thereof and, to the extent
required by Section 2.12(a) of the Credit Agreement (all calculations under Section 6.06 of the
Credit Agreement to be performed after giving effect to such Event of Loss), deposit within 3
Business Days of receipt all Net Cash Proceeds thereof, if any, received by a Grantor (and not paid
directly by an insurer to the Administrative Agent pursuant to a loss payee clause as provided in
Section 2.03 hereof) into an account that is maintained with the Administrative Agent pursuant to
Section 2.12(a) of
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the Credit Agreement and subject to a Full Control Agreement. The applicable
Grantor may use Net Cash Proceeds held by the Administrative Agent (including Net Cash Proceeds in
the form of insurance proceeds paid directly by an insurer to the Administrative Agent as
aforesaid) to replace, as soon as reasonably possible, the Airframe or Aircraft which suffered such
Event of Loss in accordance with this Section 3.01(a), but subject to the provisions of Section
2.12(a) and any other applicable provisions of the Credit Agreement.
Each Grantor’s right to substitute a Replacement Airframe (together with the same number of
Replacement Engines as the number of Engines, if any, installed on such Airframe at the time such
Event of Loss occurred) shall be subject to the fulfillment, at Grantors’ sole cost and expense, of
the following conditions precedent:
(i) on the date when such Replacement Airframe is subjected to the Lien of this
Mortgage, the following documents shall have been duly authorized, executed and delivered by
the respective party or parties thereto and shall be in full force and effect, and an
executed counterpart of each thereof shall have been delivered to the Collateral Agent:
(A) a Mortgage Supplement covering such Replacement Airframe and each
Replacement Engine shall have been duly filed for recordation pursuant to Title 49
or such other applicable law of such jurisdiction other than the United States in
which such Replacement Airframe is registered in accordance with Section 2.01(e);
(B) an Officer’s Certificate of a Responsible Officer of such Grantor stating
that (1) such Replacement Airframe is of at least equal fair market value, utility
and remaining useful life (except for maintenance cycle condition) as the Airframe
it replaces assuming such Airframe has been maintained in the condition required
hereunder, (2) if applicable, each Replacement Engine is of at least equal fair
market value, utility and remaining useful life (except for maintenance cycle
condition) as the Engine it replaces, assuming such Engine was of the fair market
value, utility and remaining useful life (except for maintenance cycle condition)
required by the terms of this Mortgage, and (3) each of the conditions specified in
this Section 3.01(a) with respect to such Replacement
Airframe and any comparable provisions of any Permitted Lease to which such
Airframe is subject, as the case may be, have been satisfied;
(C) UCC financing statements (and any similar statements or other documents
required to be filed or delivered pursuant to the laws of the jurisdiction in which
such Replacement Airframe may be registered and registrations on the International
Registry) as are deemed necessary or, by reference to prudent industry practice,
desirable by counsel for the Collateral Agent to protect the security interests of
the Collateral Agent in such Replacement Airframe and each Replacement Engine shall
have been duly filed; and
(D) a certificate, reasonably acceptable to the Collateral Agent in form and
substance, of either (such selection to be at such Grantor’s option) an
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
aircraft
engineer (who may be a regular employee of such Grantor) or qualified independent
aircraft appraiser certifying, with respect to such Replacement Airframe to the
effect specified in clause (1) of Section 3.01(a)(i)(B) hereof and with respect to
such Replacement Engine to the effect specified in clause (2) of Section
3.01(a)(i)(B) (as applicable);
(ii) such Grantor shall furnish the Collateral Agent with (A) upon recordation, an
opinion of qualified FAA counsel, or if applicable, qualified Opinion of Counsel in the
jurisdiction of the relevant Aircraft’s registration addressed to the Collateral Agent as to
the due recordation of the Mortgage Supplement as a first priority Lien on the Replacement
Airframe and Replacement Engine, if any, and the due registration of the International
Interest of the Collateral Agent in such Replacement Airframe and Replacement Engine, if
any, as a first priority International Interest therein, and stating that the Replacement
Airframe and/or Replacement Engine, is free from Liens of record (except for or with respect
to Permitted Encumbrances) and International Interests of record (other than with respect to
the Second Lien Aircraft Mortgage), (B) an Opinion of Counsel as to the availability of the
benefits of Section 1110 of the Bankruptcy Code to the same extent as for the Airframe and
Engines being replaced, and (C) such satisfactory evidence of compliance with the insurance
provisions of Section 2.03 hereof with respect to such Replacement Airframe and each
Replacement Engine as the Collateral Agent may reasonably request;
(iii) such Grantor shall have delivered to the Collateral Agent (A) a copy of the
xxxx(s) of sale respecting such Replacement Airframe, each Replacement Engine, if any, or
other evidence of a Grantor’s ownership of such Replacement Airframe and each Replacement
Engine, reasonably satisfactory to the Collateral Agent and such Grantor shall cause
(subject, if necessary, to the consent of the prior owner of the Replacement Airframe and/or
Replacement Engine) the sale of the Replacement Airframe and each Replacement Engine
effected by such xxxx(s) of sale (or other evidence) to be registered with the International
Registry as a sale, and (B) appropriate instruments assigning to the Collateral Agent the
benefits, if any, of all manufacturer’s and vendor’s warranties generally available and
permitted to be assigned by a Grantor with respect to such Replacement Airframe and each
Replacement Engine; and
(iv) such Grantor shall have satisfied any additional conditions (not to include the
furnishing of an appraisal except as may be required under the Credit Agreement) to
replacement as shall reasonably be specified by the Collateral Agent, acting reasonably.
For all purposes hereof, each such Replacement Airframe shall be deemed to be subjected to the
Lien of this Mortgage and shall be deemed an “Airframe”, and the Lien of this Mortgage shall still
cover such replaced Airframe.
(b) Event of Loss with Respect to an Engine or Spare Engine. If an Event of Loss occurs (or an event or circumstance which, with the passage of time,
would constitute an Event of Loss) with respect to an Engine or a Spare Engine under circumstances
in which there has not occurred an Event of Loss with respect to the related Airframe (if any),
Grantors shall
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
promptly (and in any event within 10 days after the occurrence of such Event of
Loss) notify the Collateral Agent thereof and, to the extent required by Section 2.12(a) of the
Credit Agreement (all calculations under Section 6.06 of the Credit Agreement to be performed after
giving effect to such Event of Loss and otherwise in accordance with the Credit Agreement), deposit
within 3 Business Days of receipt all Net Cash Proceeds thereof, if any, received by a Grantor (and
not paid directly by an insurer to the Administrative Agent pursuant to a loss payee clause as
provided in Section 2.03 hereof) into an account that is maintained with the Administrative Agent
and subject to a Full Control Agreement pursuant to Section 2.12(a) of the Credit Agreement. The
applicable Grantor may use Net Cash Proceeds held by the Administrative Agent (including Net Cash
Proceeds in the form of insurance proceeds paid directly by an insurer to the Administrative Agent
as aforesaid) to, as soon as reasonably possible, replace the Engine or Spare Engine which suffered
such Event of Loss in accordance with this Section 3.01(b), but subject to the provisions of
Section 2.12(a) and any other applicable provisions of the Credit Agreement. Upon application of
such Net Cash Proceeds, the applicable Grantor shall substitute an engine (that is reasonably
satisfactory to the Appraisers), free and clear of all Liens (other than Permitted Encumbrances)
and cause such engine to be subject to the Lien of this Mortgage. Each Grantor’s right to make a
replacement hereunder shall be subject to the fulfillment (which may be simultaneous with such
replacement) of the following conditions precedent at Grantors’ sole cost and expense and the
Collateral Agent agrees to make reasonable efforts to cooperate with Grantors to the extent
reasonably necessary to enable it to timely satisfy such conditions:
(i) the following documents shall be duly authorized, executed and delivered by the
respective party or parties thereto, and an executed counterpart of each shall be delivered
to the Collateral Agent:
(A) a Mortgage Supplement covering the Replacement Engine, which shall have
been duly filed for recordation pursuant to Title 49 or such other applicable law of
the jurisdiction other than the United States in which the aircraft of which such
Replacement Engine is a part is registered in accordance with Section 2.01(a)(3), as
the case may be;
(B) an Officer’s Certificate of a Responsible Officer of such Grantor stating
(i) that the Replacement Engine is of at least equal fair market value and utility
(without regard to hours and cycles) as the Engine it replaces assuming such Engine
had been maintained in the condition required hereunder and (ii) each of the
conditions specified in this paragraph (b) with respect to such Replacement Engine,
and any comparable provisions of any Permitted Lease to which such Engine is
subject, have been satisfied;
(C) UCC financing statements covering the security interests created by this
Mortgage (and any similar statements or other documents required to be filed or
delivered pursuant to the laws of the jurisdiction in which such aircraft may be
registered or in the International Registry) as are deemed necessary or, by
reference to prudent industry practice, desirable by counsel to the Collateral Agent
to protect the security interests of the Collateral Agent in the Replacement Engine;
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(D) a certificate, reasonably satisfactory to the Collateral Agent, in form and
substance, of either (such selections to be at such Grantor’s option) an aircraft
engineer (who may be a regular employee of a Grantor) or qualified independent
aircraft appraiser certifying, with respect to such Replacement Engine, to the
effect specified in Section 3.01(b)(i)(B) hereof;
(E) upon request by the Collateral Agent, such Grantor shall furnish the
Collateral Agent with (1) upon recordation, an opinion of qualified FAA counsel, or
if applicable, qualified counsel in the jurisdiction of the relevant Aircraft’s
registration addressed to the Collateral Agent (in either case which opinion and
counsel shall be reasonably satisfactory to the Collateral Agent), as to (a) the due
recordation of the Mortgage Supplement as a first priority Lien on the Replacement
Engine, and the due registration of the International Interest of the Collateral
Agent in such Replacement Engine as a first priority International Interest therein,
stating that the Replacement Engine is free from Liens of record (except for or with
respect to Permitted Encumbrances) and of International Interests of record (other
than with respect to the Second Lien Aircraft Mortgage), and (2) such evidence of
compliance with the insurance provisions of Section 2.03 hereof with respect to such
Replacement Engine as the Collateral Agent may reasonably request;
(F) such Grantor shall have delivered to the Collateral Agent (1) a copy of the
xxxx of sale respecting such Replacement Engine or other evidence of such Grantor’s
ownership of such Replacement Engine, reasonably satisfactory to the Collateral
Agent and such Grantor shall cause (subject to the consent of the prior owner of the
Replacement Engine) the sale of such Replacement Engine effected by said xxxx of
sale (or other evidence) to be registered with the International Registry as a sale,
and (2) appropriate instruments assigning to the Collateral Agent the benefits, if
any, of all manufacturer’s and vendor’s warranties generally available and permitted
to be assigned by a Grantor with respect to such Replacement Engine; and
(ii) Such Grantor shall have satisfied any additional conditions (not to include the
furnishing of an appraisal except as required under the Credit Agreement) to replacement as
shall reasonably be specified by the Collateral Agent, acting reasonably.
For all purposes hereof, each such Replacement Engine shall be deemed to be subjected to the
Lien of this Mortgage and shall be deemed an “Engine” and the Lien of this Mortgage shall no longer
still cover such replaced Engine.
(c) Event of Loss with Respect to a Spare Part. (i) Upon the occurrence of an event or circumstance which constitutes an Event of Loss (or
an event or circumstance which, with the passage of time, would constitute an Event of Loss) with
respect to one (1) or more Spare Parts, the aggregate value of which exceeds $5,000,000, Grantors
shall forthwith (and in any event within ten (10) days after such occurrence) give the Collateral
Agent written notice thereof and, to the extent required by Section 2.12(a) of the Credit Agreement
(all calculations under Section 6.06 of the Credit Agreement to be performed after giving effect to
such Event of
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Loss and otherwise in accordance with the Credit Agreement), deposit all Net Cash
Proceeds thereof, if any, received by a Grantor (and not paid directly by an insurer to the
Administrative Agent pursuant to a loss payee clause as provided in Section 2.03 hereof) within 3
Business Days after receipt thereof into an account with the Administrative Agent and subject to a
Full Control Agreement pursuant to Section 2.12(a) of the Credit Agreement. The applicable Grantor
may use Net Cash Proceeds held by the Administrative Agent (including Net Cash Proceeds in the form
of insurance proceeds paid directly by an insurer to the Administrative Agent as aforesaid) to, as
soon as reasonably possible, replace the Spare Part which suffered such Event of Loss in accordance
with this Section 3.01(c), but subject to the provisions of Section 2.12(a) and any other
applicable provisions of the Credit Agreement. Upon such application of any Net Cash Proceeds, the
applicable Grantor shall substitute spare part(s) (reasonably satisfactory to the Appraisers), free
and clear of all Liens (other than Permitted Encumbrances) and cause the same to be subjected to
the Lien of this Mortgage.
Section 3.02 Requisition for Use of an Aircraft or Spare Engine by the United States
Government or Government of Registry of the Aircraft. In the event of the requisition for use of an Airframe and related engines, Engines or
Spare Engines installed on such Airframe by the United States Government or any other government of
registry (or any instrumentality or agency thereof) of such Airframe, or the applicable airframe in
the case of an Engine or Spare Engine installed thereon, if so registered, Grantors shall promptly
notify the Collateral Agent of such requisition, and, unless an Event of Loss results therefrom,
all of Grantors’ obligations under this Mortgage with respect to such Airframe, Engines or Spare
Engines shall continue to the same extent as if such requisition had not occurred.
ARTICLE 4
REMEDIES
Section 4.01 Event of Default. It shall be an Event of Default hereunder and for all purposes of the Cape Town Convention,
if under the Credit Agreement an “Event of Default” shall occur and be continuing thereunder.
Section 4.02 Remedies with Respect to Collateral.
(a) Remedies Available. Upon (i) the occurrence and continuance of any Event of Default, the Collateral Agent may
do one or more of the following; provided, however, that during any period that an
Aircraft is subject to the Civil Reserve Air Fleet Program in accordance with the provisions of
Section 2.01(a)(iv) hereof and in possession of the United States government or an agency or
instrumentality of the United States, the Collateral Agent shall not, on account of any Event of
Default, be entitled to exercise any of the remedies specified in the following clauses (i), (ii)
and (iii) in relation to such Aircraft in such manner as to limit a Grantor’s control (or any
Permitted Lessee’s control under any Permitted Lease) under this Mortgage of the relevant Airframe,
or any Engines or Spare Engines installed thereon, unless at least sixty (60) days’ (or such lesser
period as may then be applicable under the Air Mobility Command program of the United States Air
Force) written notice of default hereunder shall have been given by the Collateral Agent by
registered or certified mail to Grantors (and any Permitted Lessee) with a copy addressed to the
Contracting Office Representative for the Air Mobility
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Command of the United States Air Force under
any contract with a Grantor (or any Permitted Lessee) relating to such Aircraft:
(i) cause either Grantor or both Grantors, upon the written demand of the Collateral
Agent, at Grantors’ expense, to deliver promptly, and such Grantor(s) shall deliver
promptly, all or such part of the Airframes, the Engines, the Spare Engines or other
Collateral as the Collateral Agent may so demand to the Collateral Agent or its order, or
the Collateral Agent, at its option, may access the Tracking System (and demand the
assistance of a Grantor’s personnel necessary to utilize the Tracking System) and enter upon
the premises where all or any part of the Airframes, the Engines, the Spare Engines or other
Collateral are located and take immediate possession (to the exclusion of the Grantors and
all Persons claiming under or through a Grantor) of and remove the same by summary
proceedings or otherwise together with any engine which is not an Engine or Spare Engine but
which is installed on an Airframe, subject to all of the rights of the owner, lessor, or
lien holder of or with respect to such engine;
(ii) sell all or any part of the Airframes, Engines, Spare Engines or other Collateral
at public or private sale, whether or not the Collateral Agent shall at the time have
possession thereof, as the Collateral Agent may determine, or otherwise
dispose of, hold, use, operate, lease to others or keep idle all or any part of the
Airframes, the Engines, Spare Engines or other Collateral as the Collateral Agent, in its
sole discretion, may determine, all free and clear of any rights or claims of whatsoever
kind of either Grantor, any person claiming by, through or under either Grantor and any
person holding an interest subordinate to the interests of the Collateral Agent hereunder;
provided, however, that neither Grantor shall be entitled at any time prior
to any such disposition to redeem the Collateral by paying in full all of the First Priority
Obligations; or
(iii) exercise any or all of the rights and powers and pursue any and all remedies of a
secured party under the UCC of the State of New York (whether or not in effect in the
jurisdiction in which enforcement is sought) or by any other applicable law (including,
without limitation, the Cape Town Convention) or proceed by appropriate court action to
enforce the terms or to recover damages for the breach hereof.
Upon every taking of possession of Collateral under this Section 4.02, the Collateral Agent
may, from time to time, at the expense of the Grantors, make all such expenditures for maintenance,
insurance, repairs, replacements, alterations, additions and improvements to and of the Collateral
as it may deem proper. In each such case, the Collateral Agent shall have the right to maintain,
use, insure, operate, store, lease, control or manage the Collateral and to carry on business and
to exercise all rights and powers of each Grantor relating to the Collateral in connection
therewith, as the Collateral Agent shall deem appropriate, including the right to enter into any
and all such agreements with respect to the maintenance, use, insurance, operation, storage,
leasing, control, management or disposition of the Collateral or any part thereof as the Collateral
Agent may determine; and the Collateral Agent shall be entitled to collect and receive directly all
tolls, rents, revenues, issues, income, products, proceeds and profits of the Collateral and every
part thereof, without prejudice, however, to the right of the Collateral Agent under any provision
of this Mortgage to collect and receive all cash held by, or
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required to be deposited with, the
Collateral Agent hereunder. Such tolls, rents, revenues, issues, income, products, proceeds and
profits shall be applied to pay the expenses of using, operating, storage, leasing, control,
management or disposition of the Collateral, and of all maintenance, insurance, repairs,
replacement, alterations, additions and improvements, and to make all payments which the Collateral
Agent 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 a
Grantor), and all other payments which the Collateral Agent may be required or authorized to make
under any provision of this Mortgage, as well as just and reasonable compensation for the services
of the Collateral Agent, and of all Persons engaged and employed by the Collateral Agent.
In addition, Grantors shall be liable for all legal fees and other costs and expenses incurred
by reason of the occurrence of any Event of Default or the exercise of the Collateral Agent’s
remedies with respect thereto, including all costs and expenses incurred in connection with the
retaking, return or sale of any Airframe, Engines, Spare Engines or other Collateral in accordance
with the terms hereof under the UCC of the State of New York, which amounts shall, until paid, be
secured by the Lien of this Mortgage.
If any Event of Default shall have occurred and be continuing, or the Loans shall have been
declared forthwith due and payable pursuant to the Credit Agreement, at the direction of the
Administrative Agent, the Collateral Agent shall at any time thereafter while any Event of Default
shall be continuing, without notice of any kind to either Grantor (except as provided herein) to
the extent permitted by law, carry out or enforce any one or more of the actions and remedies
provided in this Article 4 or elsewhere in this Mortgage or otherwise available to a secured party
under the UCC as in effect at the time in New York State, whether or not any or all of the
Collateral is subject to the jurisdiction of such UCC and whether or not such remedies are referred
to in this Article 4.
Nothing in the foregoing shall affect the right of each First Priority Secured Party to
receive all payments of principal of, and interest on, the First Priority Obligations held by such
First Priority Secured Party and all other amounts owing to such First Priority Secured Party as
and when the same may be due.
(b) Notice of Sale. The Collateral Agent shall give each Grantor at least ten (10) days’ prior written notice
of the date fixed for any public sale of any of its Airframes, Engines, Spare Engines, Spare Parts
or other Collateral, or the date on or after which any private sale will be held, which notice each
Grantor hereby agrees is reasonable notice.
(c) Receiver. If any Event of Default shall occur and be continuing, to the extent permitted by law, the
Collateral Agent shall be entitled, as a matter of right as against a Grantor, without notice or
demand and without regard to the adequacy of the security for the First Priority Obligations or the
solvency of either Grantor, upon the commencement of judicial proceedings by it to enforce any
right under this Mortgage, to the appointment of a receiver of the Collateral or any part thereof
and of the tolls, rents, revenues, issues, income, products and profits thereof for the recovery of
judgment for the indebtedness secured by the Lien created
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under this Mortgage or for the
enforcement of any other proper, legal or equitable remedy available under applicable law.
(d) Concerning Sales. At any sale under this Article, any First Priority Secured Party may bid for and purchase
the property offered for sale, may make payment on account thereof as herein provided, free of any
right of redemption, stay valuation or appraisal on the part of a Grantor (all said rights being
hereby waived and released to the fullest extent permitted by law) and, upon compliance with the
terms of sale, may hold, retain and dispose of such property without further accountability
therefor. Any purchaser shall be entitled, for the purpose of making payment for the property
purchased, to deliver any of the First Priority Obligations in lieu of cash in the amount which
shall be payable thereon as principal or interest. Said First Priority Obligations, in case the
amount so payable to the holders thereof shall be less than the amounts due thereon, shall be
returned to the holders thereof after being stamped or endorsed to show partial payment.
Section 4.03 Waiver of Appraisement, Etc.
Each Grantor, for itself and all who may claim under it, waives, to the extent that it
lawfully may, all right to have the property in the Collateral marshalled upon any foreclosure
hereof, and agrees that any court having jurisdiction to foreclosure under this Mortgage may order
the sale of the Collateral as an entirety.
Section 4.04 Application of Proceeds. After the exercise of remedies pursuant to Section 4.02 hereof, any payments in respect of
the First Priority Obligations and any proceeds (as defined in the UCC) of the Collateral, when
received by the Collateral Agent or any other First Priority Secured Party in cash or its
equivalent, will be applied in the order set forth in and in accordance with Section 2.17 of the
Credit Agreement and to the Intercreditor Agreement.
Section 4.05 Remedies Cumulative. Each and every right, power and remedy hereby specifically given to the Collateral Agent or
otherwise in this Mortgage shall be cumulative and shall be in addition to every other right, power
and remedy specifically given under this Mortgage or the other Loan Documents or now or hereafter
existing at law, in equity or by statute or treaty (including, without limitation, the Cape Town
Convention) and each and every right, power and remedy whether specifically herein given or
otherwise existing may be exercised from time to time or simultaneously and as often and in such
order as may be deemed expedient by the Collateral Agent. All such rights, powers and remedies
shall be cumulative and the exercise or the beginning of the exercise of one shall not be deemed a
waiver of the right to exercise any other or others. No delay or omission of a Collateral Agent in
the exercise of any such right, power or remedy and no renewal or extension of any of the First
Priority Obligations shall impair any such right, power or remedy or shall be construed to be a
waiver of any Event of Default or an acquiescence therein. No notice to or demand on a Grantor in
any case shall entitle it or the other Grantor to any other or further notice or demand in similar
or other circumstances or constitute a waiver of any of the rights of the Collateral Agent to any
other or further action in any circumstances. In the event that the Collateral Agent shall bring
any suit to enforce any of its rights hereunder and shall be entitled to judgment, then in such
suit such Collateral Agent may recover reasonable expenses, including attorneys’ fees, and the
amounts thereof shall be included in such judgment.
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Section 4.06 Discontinuance of Proceedings. In case the Collateral Agent shall have instituted any proceeding to enforce any right,
power or remedy under this Mortgage by foreclosure, sale entry or otherwise, and such proceeding
shall have been discontinued or abandoned for any reason or shall have been determined adversely to
a Collateral Agent, then and in every such case a Grantor, the Collateral Agent and each holder of
any of the First Priority Obligations shall be restored to their former positions and rights
hereunder with respect to the Collateral subject to the security interest created under this
Mortgage, and all rights, remedies and powers of the Collateral Agent shall continue as if no such
proceeding had been instituted (but otherwise without prejudice).
ARTICLE 5
TERMINATION OF MORTGAGE
Section 5.01 Termination of Mortgage.
(a) This Mortgage shall terminate on the First Priority Obligations Payment Date. Upon
termination, each Grantor may request, at a Grantor’s sole cost and expense, the Collateral Agent
to execute and deliver to or as directed in writing by such Grantor an appropriate instrument
reasonably required to release such Grantor’s Collateral from the Lien of this Mortgage and to
discharge from the International Registry the registration of the International Interests
constituted by this Mortgage with respect to such Collateral, and the Collateral Agent shall
execute and deliver such instrument as aforesaid at a Grantor’s expense; provided, however, that in
the event that any portion of the Collateral is sold or otherwise disposed of in accordance with
the applicable provisions of the Credit Agreement, or is released as provided in Section 6.06(d) of
the Credit Agreement, entitling the Grantors to a release from the Lien of this Mortgage, the
Collateral Agent shall cooperate, at Grantors’ sole cost and expense, in releasing the Lien of this
Mortgage from such portion of the Collateral. Except as aforesaid otherwise provided, this
Mortgage and the trusts created hereby shall continue in full force and effect in accordance with
the terms hereof.
(b) At any time that a Grantor desires that the Collateral be released as provided in the
foregoing Section 5.01(a), it shall deliver to the Collateral Agent a certificate signed by an
authorized officer stating that the release of the respective Collateral is permitted pursuant to
Section 5.01(a) hereof and the Credit Agreement. The Collateral Agent shall have no liability
whatsoever to any First Priority Secured Party as the result of any release of Collateral by it as
permitted by Section 5.01(a) hereof.
ARTICLE 6
MISCELLANEOUS
Section 6.01 No Legal Title to Collateral in Secured Creditor. No First Priority Secured Party shall have legal title to any part of the Collateral. No
transfer, by operation of law or otherwise, of any portion of the Loans or other right, title and
interest of a First Priority Secured Party in and to the Collateral or this Mortgage shall operate
to terminate this Mortgage or entitle
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any successor or transferee of such First Priority Secured
Party to an accounting or to the transfer to it of legal title to any part of the Collateral.
Section 6.02 Sale of Collateral by Collateral Agent is Binding. Any sale or other conveyance of any Airframe, Engine, Spare Engine or other item of
Collateral or any interest therein by the Collateral Agent made pursuant to the terms of this
Mortgage shall bind the First Priority Secured Parties and each Grantor, and shall be
effective to transfer or convey all right, title and interest of the Collateral Agent, each
Grantor, and the other First Priority Secured Parties therein. 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
Collateral Agent.
Section 6.03 Benefit of Mortgage. Nothing in this Mortgage, whether express or implied, shall be construed to give to any
Person other than a Grantor, the Collateral Agent and the First Priority Secured Parties any legal
or equitable right, remedy or claim under or in respect of this Mortgage.
Section 6.04 Notices. All notices and other communication provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or registered mail or sent by
telecopy as follows:
if to the Grantors, to:
Delta Air Lines, Inc. and Comair, Inc.
0000 Xxxxx Xxxxxxxxx
Xxxxxxx, XX 00000
Attention: Treasurer, Dept. 856
Telecopier: (000) 000-0000
Copy to: General Counsel, Dept. 971
Telecopier: (000) 000-0000
if to the Collateral Agent, to:
JPMorgan Chase Bank, N.A.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telecopier: (000) 000-0000
with a copy to:
JPMorgan Chase Bank, N.A.
0000 Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000
Attention: Xxxx Xxxxx
Telecopier: (000) 000-0000
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with a copy to:
Xxxxxxx Xxxxxxx & Xxxxxxxx LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxx
Telecopier: (000) 000-0000
Either party hereto may change its address or telecopy number for notices and other communications
hereunder by notice to the other party hereto. All notices and other communications given to
either party hereto in accordance with the provisions of this Mortgage shall be deemed to have been
given on the date of receipt.
Section 6.05 Governing Law; Jurisdiction; Service of Process. THIS MORTGAGE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK. EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NONEXCLUSIVE JURISDICTION
OF THE STATE COURTS OF THE STATE OF NEW YORK IN NEW YORK COUNTY AND TO THE JURISDICTION OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT,
ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS MORTGAGE OR THE SUBJECT MATTER HEREOF
BROUGHT BY THE FIRST PRIORITY SECURED PARTIES OR ANY OF THEIR SUCCESSORS OR PERMITTED ASSIGNS. EACH
PARTY HERETO, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVES, AND AGREES NOT TO ASSERT,
BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM
THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE NAMED COURTS, THAT ITS PROPERTY
IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN
AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS
MORTGAGE OR THE SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT. EACH PARTY HEREBY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 6.04 HEREOF.
Section 6.06 Counterparts. This Mortgage may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
Section 6.07 Waiver; Amendment. (a) No waiver of any provisions of this Mortgage or consent to any departure by either
Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph
(b) below, and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. No notice to or demand on a Grantor in
any case shall entitle a Grantor to any other or further notice or demand in similar or other
circumstances.
(b) Neither this Mortgage nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
Collateral Agent, acting in
accordance with Section 10.08 of the Credit Agreement, and each Grantor with respect to which such
waiver, amendment or modification is to apply.
Section 6.08 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS MORTGAGE, OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
Section 6.09 Successors and Assigns. This Mortgage shall be binding upon each Grantor and its successors and permitted assigns
and shall inure to the benefit of the Collateral Agent and each First Priority Secured Party and
their respective successors and permitted assigns; provided, that neither Grantor may
transfer or assign any or all of its rights or obligations hereunder (other than to each other)
without the prior written consent of the Collateral Agent. All agreements, statements,
representations and warranties made by each Grantor herein or in any certificate or other
instrument delivered by either Grantor or on its behalf under this Mortgage shall be considered to
have been relied upon by the First Priority Secured Parties and shall survive the execution and
delivery of this Mortgage and the other Loan Documents regardless of any investigation made by the
First Priority Secured Parties or on their behalf.
Section 6.10 Lien Absolute. All rights of the Collateral Agent hereunder, the Lien hereof and all obligations of the
Grantors hereunder shall, to the fullest extent permitted by applicable law, be absolute and
unconditional irrespective of (a) any lack of validity or enforceability of any Loan Document, any
agreement with respect to any of the First Priority Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment
of, or in any other term of, all or any of the First Priority Obligations, or any other amendment
to or waiver of or any consent to any departure from any Loan Document, or any other agreement or
instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any
release or amendment or waiver of or consent under or departure from any
guarantee, securing or guaranteeing all or any of the First Priority Obligations, or (d) any
other circumstance that might otherwise constitute a defense available to, or a discharge of, any
Grantor in respect of the First Priority Obligations or this Agreement (other than that the First
Priority Obligations Payment Date shall have occurred).
Section 6.11 General Indemnity.
(a) Claims Defined. For the purposes of this Section 6.11, “Claims” means any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs or expenses of
whatsoever kind and nature (whether or not on the basis of negligence, strict or
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[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
absolute liability
or liability in tort) that may be imposed on or asserted against an Indemnitee, as defined below,
and, except as otherwise expressly provided in this Section 6.11, includes all reasonable
out-of-pocket costs, disbursements and expenses (including reasonable out-of-pocket legal fees and
expenses) actually incurred by an Indemnitee in connection therewith or related thereto.
(b) Other Terms Defined. For the purposes of this Section 6.11: (1) “Indemnitee” shall mean any Indemnitee party to this
Mortgage, or in the case of an Indemnitee not party to this Agreement, any such Indemnitee which
has expressly agreed in writing to be bound by the terms of this Section 6.11 prior to, or
concurrently with, the making of a Claim; (2) “After-Tax Basis” means that indemnity and
compensation payments required to be made will be supplemented by the Person paying the base amount
by that amount which, when added to such base amount, and after deduction of all Federal, state,
local and foreign Taxes required to be paid by or on behalf of the payee with respect to the
receipt or realization of any such amounts, and after consideration of any current tax savings of
such payee resulting by way of any deduction, credit or other tax benefit attributable to such base
amount or Tax, shall net such payee the full amount of such base amount; (3) “Collateral Agent
Liens” means any Lien attributable to JPMorgan Chase Bank, N.A. or the Collateral Agent or the
Administrative Agent with respect to an Aircraft, Airframe, an Engine, a Spare Engine, a Spare
Part, any interest therein or any other portion of the Collateral arising as a result of (i) claims
against JPMorgan Chase Bank, N.A. or the Collateral Agent or the Administrative Agent not related
to its interest in Aircraft, Airframe, an Engine, a Spare Engine, a Spare Part or the
administration of the Collateral pursuant to this Mortgage, (ii) acts of JPMorgan Chase Bank, N.A.
or the Collateral Agent or the Administrative Agent not permitted by, or the failure of JPMorgan
Chase Bank, N.A. or the Collateral Agent or the Administrative Agent to take any action required by
the Loan Documents, (iii) claims against JPMorgan Chase Bank, N.A. or the Collateral Agent or the
Administrative Agent relating to Taxes or Claims that are excluded from the indemnification
provided by Section 6.11 of this Mortgage or (iv) claims against JPMorgan Chase Bank, N.A. or the
Collateral Agent or the Administrative Agent arising out of the transfer by any such party of all
or any portion of its interest in the Aircraft, Airframe, an Engine, a Spare Engine, a Spare Part,
other Collateral, the Loan Documents, except while an Event of Default is continuing and prior to
the time that Collateral Agent or the Administrative Agent has received all amounts due to it
pursuant to the Loan Documents; and (4) “Lender Lien” means any Lien attributable to a Lender on or
against
an Aircraft, Airframe, Engine, Spare Engine, Spare Part, any interest therein or any other portion
of the Collateral, arising out of any claims against such Person that are not related to the Loan
Documents, or out of any act or omission of such Person that is not related to the transactions
contemplated by, or that constitutes a breach by such Person of its obligations under, the Loan
Documents. If any Indemnitee fails to comply with any duty or obligation under this Section 6.11
with respect to any Claim, such Indemnitee shall not be entitled to any indemnity with respect to
such Claim under this Section 6.11 to the extent (x) such failure was prejudicial to such Grantor
or (y) such Grantor’s indemnification obligations are increased as a result of such failure.
(c) Claims Indemnified. Subject to the exclusions stated in Subsection 6.11(d), each Grantor agrees to indemnify,
protect, defend and hold harmless on an After-Tax Basis each Indemnitee against Claims resulting
from or arising out of (i) the Loan Documents and the transactions contemplated thereby, (ii) the
operation, possession, use, maintenance,
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overhaul, testing or registration of the Aircraft,
Airframes, Engines, Spare Engines and Spare Parts (including injury, death or property damage of
passengers, shippers or others, and environmental control, noise and pollution regulations), and
(iii) the manufacture, design, sale, purchase, acceptance, non-acceptance or rejection, delivery or
condition of the Aircraft, Airframes, Engines, Spare Engines and Spare Parts or the ownership,
possession, use, non-use, substitution, airworthiness, control, operation, storage, modification,
alteration, lease, sublease, return, transfer or other disposition of any Aircraft, any Airframe,
any Engine, any Spare Engine, any Part or any Spare Part (including, without limitation, latent or
other defects, whether or not discoverable, and any claim for patent, trademark or copyright
infringement) by a Grantor, any Permitted Lessee or any other Person.
(d) Claims Excluded. The following are excluded from the Grantors’ agreement to indemnify an Indemnitee under
this Section 6.11:
(i) any Claim to the extent such Claim is attributable to acts or events occurring
after (x) the First Priority Obligations Payment Date, (y) with respect to an Airframe,
Engine, Spare Engine or Spare Part, the transfer of possession thereof pursuant to Article
IV of this Mortgage except to the extent that such Claim is attributable to acts occurring
in connection with the exercise of remedies pursuant to Section 4.02 of this Mortgage
following the occurrence and continuance of an Event of Default or (z) any disposition of
the Collateral permitted hereunder or under the Credit Agreement;
(ii) any Claim to the extent such Claim is, or is attributable to, an Excepted Tax;
(iii) any Claim to the extent such Claim is attributable to the gross negligence or
willful misconduct of such Indemnitee or attributable to negligence by such Indemnitee in
exercising its right of inspection;
(iv) any Claim to the extent such Claim is attributable to the noncompliance with or
breach by such Indemnitee of any of the terms of, or any
misrepresentation by such Indemnitee contained in, this Agreement, any other Loan
Document to which such Indemnitee is a party or any agreement relating hereto or thereto;
(v) any Claim to the extent such Claim constitutes a Lender Lien or Collateral Agent
Lien attributable to such Indemnitee;
(vi) any Claim to the extent such Claim is attributable to the offer, sale, assignment,
transfer, participation or other disposition (whether voluntary or involuntary) by or on
behalf of such Indemnitee (other than as a result of, or following, or in lieu of exercising
remedies during the occurrence and continuance of, an Event of Default) of any Loan, all or
any part of such Indemnitee’s interest in the Loan Documents or any interest in the
Collateral or any similar security;
(vii) any Claim to the extent such Claim is attributable to a failure on the part of
the Collateral Agent to distribute in accordance with this Mortgage any amounts received and
distributable by it hereunder or thereunder;
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(viii) any Claim to the extent such Claim is attributable to the authorization or
giving or withholding of any future amendments, supplements, waivers or consents with
respect to any Loan Document, other than such as have been requested or consented to by a
Grantor, or such as are expressly required or contemplated by the provisions of the Loan
Documents; and
(ix) any Claim to the extent such Claim is payable or required to be borne by a Person
other than the Grantors pursuant to any provision of any Loan Document.
(e) Insured Claims. In the case of any Claim indemnified by a Grantor hereunder that is covered by a policy of
insurance maintained by such Grantor, each Indemnitee agrees to cooperate, at such Grantor’s
expense, with the insurers in the exercise of their rights to investigate, defend and compromise
such Claim.
(f) Claims Procedure. An Indemnitee shall promptly notify the Grantors of any Claim as to which indemnification
is sought. Such Indemnitee shall promptly submit to the Grantors all additional information in
such Indemnitee’s possession to substantiate such Claim as the Grantors reasonably requests.
Subject to the rights of the Grantors’ insurers, the Grantors may, at its sole cost and expense,
investigate any Claim, and may in its sole discretion defend or compromise any Claim. The Grantors
shall be entitled, at its sole cost and expense, acting through counsel acceptable to the
respective Indemnitee, (A) so long as such Grantor has agreed in a writing acceptable to such
Indemnitee that such Grantor is liable to such Indemnitee for such Claim hereunder (unless such
Claim is covered by Section 6.11(d)), in any judicial or administrative proceeding that involves
solely a claim for one of more Claims, to assume responsibility for and control thereof, (B) so
long as such Grantor has agreed in a writing acceptable to such
Indemnitee that such Grantor is liable to such Indemnitee for such Claim hereunder (unless
such Claim is covered by Section 6.11(d)), in any judicial or administrative proceeding involving a
claim for one or more Claims and other claims related or unrelated to the transactions contemplated
by the Loan Documents, to assume responsibility for and control of such claim for Claims to the
extent that the same may be and is severed from such other claims (and such Indemnitee shall use
reasonable efforts to obtain such severance), and (C) in any other case, to be consulted by such
Indemnitee with respect to judicial proceedings subject to the control of such Indemnitee.
Notwithstanding any of the foregoing to the contrary, the Grantors shall not be entitled to assume
responsibility for and control of any such judicial or administrative proceedings (i) while an
Event of Default exists, (ii) if such proceeding will involve a material risk of the sale,
forfeiture or loss of, or the creation of any Lien (other than a Permitted Encumbrance) on any
Aircraft, Airframe, Engine, Spare Engine, Spare Part, other Collateral or any part thereof, or
(iii) if such proceeding could in the good faith opinion of such Indemnitee entail any material
risk of criminal liability or present a conflict of interest making separate representation
necessary, and, in any such proceeding, the Grantors shall be liable for the cost of such
proceeding and (subject to the provisions of Section 6.11(d)) any Claim resulting therefrom. The
affected Indemnitee may participate at its own expense and with its own counsel in any judicial
proceeding controlled by a Grantor pursuant to the preceding provisions. At the Grantors’ expense,
any Indemnitee shall cooperate with all reasonable requests of a Grantor in connection therewith.
Such Indemnitee shall not enter into a settlement or other compromise with respect to any Claim
without the prior written consent of the Grantors, which consent shall
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not be unreasonably withheld
or delayed, unless such Indemnitee waives its right to be indemnified with respect to such Claim.
Where a Grantor or its insurers undertake the defense of an Indemnitee with respect to a Claim, no
additional legal fees or expenses of such Indemnitee in connection with the defense of such Claim
shall be indemnified hereunder unless such fees or expenses were incurred at the written request of
a Grantor or such insurers. Subject to the requirements of any policy of insurance, an Indemnitee
may participate at its own expense in any judicial proceeding controlled by a Grantor pursuant to
the preceding provisions; provided that such party’s participation does not, in the Opinion of
Counsel appointed by a Grantor or its insurers to conduct such proceedings, interfere with such
control. Such participation shall not constitute a waiver of the indemnification provided in this
Section 6.11. Notwithstanding anything to the contrary contained herein, the Grantors shall not
under any circumstances be liable for the fees and expenses of more than one counsel for all
Indemnitees with respect to any one Claim unless a conflict of interest shall exist among such
Indemnitees.
(g) Subrogation. To the extent that a Claim is in fact paid in full by the Grantors or its insurer, the
Grantors or such insurer (as the case may be) shall, without any further action, be subrogated to
the rights and remedies of the Indemnitee on whose behalf such Claim was paid with respect to the
transaction or event giving rise to such Claim. Such Indemnitee shall give such further assurances
or agreements and shall cooperate with a Grantor or such insurer, as the case may be, to permit
such Grantor or such insurer to pursue such rights and remedies, if any, to the extent reasonably
requested by such Grantor. So long as no Specified Default under Section 7.01(b) of the Credit
Agreement or Event of Default has occurred and is continuing, if an Indemnitee receives any
payment, in whole or in part, from any party other than a Grantor or its insurers with respect to
any Claim paid by such Grantor or its insurers, it shall promptly pay over to such
Grantor the amount received (but not an amount in excess of the amount such Grantor or any of
its insurers has paid in respect of such Claim). Any amount referred to in the preceding sentence
that is payable to a Grantor shall not be paid to such Grantor, or, if it has been previously paid
directly to such Grantor, shall not be retained by such Grantor, if at the time of such payment a
Specified Default under Section 7.01(b) of the Credit Agreement or an Event of Default has occurred
and is continuing, but shall be paid to and held by the Collateral Agent as security for the First
Priority Obligations. At the option of the Collateral Agent, such amount payable shall be applied
against the First Priority Obligations when and as they become due and payable. At such time as
such Specified Default under Section 7.01(b) of the Credit Agreement or Event of Default is no
longer continuing, such amount, to the extent not previously so applied against a Grantor’s
obligations, shall be paid to such Grantor.
(h) No Guaranty. Nothing set forth in this Section 6.11 constitutes a guarantee by the Grantors that any
Aircraft, Airframe, Engine, Spare Engine or Spare Part at any time will have any particular value,
useful life or residual value.
(i) Payments; Interest. Any amount payable to any Indemnitee on account of a Claim shall be paid within 30 days
after receipt by a Grantor of a written demand therefor from such Indemnitee accompanied by a
written statement describing in reasonable detail the Claims that are the subject of and basis for
such indemnity and the computation of the amount payable. Any payments made pursuant to this
Section 6.11 directly to an Indemnitee or to a Grantor, as the case may be, shall be made in
immediately available funds at such bank or to such account as
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is specified by the payee in written
directions to the payor or, if no such directions are given, by check of the payor payable to the
order of the payee and mailed to the payee by certified mail, return receipt requested, postage
prepaid to its address referred to in Section 6.04. To the extent permitted by applicable law,
interest at the applicable rate provided for in Section 2.08 of the Credit Agreement shall be paid,
on demand, on any amount or indemnity not paid when due pursuant to this Section 6.11 until the
same is paid. Such interest shall be paid in the same manner as the unpaid amount in respect of
which such interest is due.
(j) Tax deduction or credit. If, by reason of any Claim payment made to or for the account of an Indemnitee by a Grantor
pursuant to this Section 6.11, such Indemnitee subsequently realizes a tax deduction or credit
(including foreign tax credit and any reduction in Taxes) not previously taken into account in
computing such payment, such Indemnitee shall promptly pay to such Grantor, but only if such
Grantor has made all payments then due and owing to such Indemnitee under the Loan Documents, an
amount equal to the sum of (1) the actual reduction in Taxes realized by such Indemnitee which is
attributable to such deduction or credit, and (2) the actual reduction in Taxes realized by such
Indemnitee as a result of any payment made by such Indemnitee pursuant to this sentence;
provided that, a Grantor, upon request of such Indemnitee, agrees to repay the amount paid
over to such Grantor (plus any penalties, interest or other charges imposed by the relevant taxing
authority) to such Indemnitee to the extent a subsequent determination by such
taxing authority results in an actual increase in Taxes payable by such Indemnitee which is
attributable to such deduction or credit.
Section 6.12 Section 1110 of the Bankruptcy Code. It is the intention of the parties that the Collateral Agent be entitled to the benefits of
Section 1110 of the Bankruptcy Code, subject to each Grantor’s rights thereunder, with respect to
the right to take possession of Aircraft, Engine, Spare Engines and Spare Parts (other than
Aircraft, Engines and Spare Engines listed on Schedule 3.19 to the Credit Agreement and Spare Parts
that were first placed in service prior to October 22, 1994), and to enforce any of its other
rights or remedies as provided in this Mortgage in the event of a case under Chapter 11 of the
Bankruptcy Code in which a Grantor is a debtor, all subject to the provisions and limitations of
the Bankruptcy Code.
Section 6.13 Intercreditor Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Liens and rights
granted pursuant to this Mortgage shall be as set forth in, and subject to the terms and conditions
of, the Intercreditor Agreement. In the event of any conflict between this Agreement and the
Intercreditor Agreement, the Intercreditor Agreement shall control, and no right, power, or remedy
granted to the Collateral Agent hereunder or under any other Loan Document shall be exercised by
the Collateral Agent, and no direction shall be given by the Collateral Agent in contravention of
the Intercreditor Agreement.
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IN WITNESS WHEREOF, each Grantor and the Collateral Agent have caused this First Lien
Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement to be duly executed by
their respective officers thereunto duly authorized.
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DELTA AIR LINES, INC.,
as a Grantor
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COMAIR, INC.,
as a Grantor
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Signature Page to First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement
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JPMORGAN CHASE BANK, N.A.,
as Collateral Agent
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Signature Page to First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
EXHIBIT A
TO
FIRST LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS
MORTGAGE AND SECURITY AGREEMENT
FIRST LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS
MORTGAGE AND SECURITY AGREEMENT
SUPPLEMENT NO.
THIS FIRST LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS MORTGAGE AND SECURITY AGREEMENT
SUPPLEMENT NO. dated (this “Mortgage Supplement”) made by DELTA AIR LINES, INC., a
Delaware corporation (“Borrower”) and COMAIR, INC., a Ohio corporation (“Comair”) (each of the
Borrower and Comair, a “Grantor” and collectively the “Grantors”), in favor of JPMORGAN CHASE BANK,
N.A., acting as collateral agent (in such capacity, the “Collateral Agent”).
WHEREAS, the First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security
Agreement, dated as of April 30, 2007 (herein called the “
Mortgage”; capitalized terms used herein
but not defined shall have the meaning ascribed to them in the Mortgage), between the Grantors and
Collateral Agent, provides for the execution and delivery of supplements thereto substantially in
the form hereof, which shall particularly describe certain collateral, and shall specifically
mortgage the same to the Collateral Agent; and
WHEREAS, the Mortgage was entered into between the Grantors and the Collateral Agent in order
to secure the First Priority Obligations of Delta Air Lines, Inc. (the “
Borrower”) and each of the
Guarantors under that certain First Lien Revolving Credit and Guaranty Agreement, dated as of April
30, 2007 (as such agreement may be amended, restated, amended and restated, supplemented or
otherwise modified, renewed or replaced from time to time, herein called the “
Credit Agreement”),
among the Borrower, each of the direct and indirect domestic Subsidiaries of the Borrower (as
defined in the Credit Agreement) from time to time party thereto, JPMorgan Chase Bank, N.A. and the
other lenders from time to time party thereto (collectively, the “
Lenders”), UBS Securities LLC, as
syndication agent, X.X. Xxxxxx Securities Inc. and Xxxxxx Brothers Inc., as co-lead arrangers and
joint bookrunners and UBS Securities LLC, as joint bookrunner, Calyon New York Branch and RBS
Securities Corporation, as co-documentation agents, and the other Loan Documents;
WHEREAS, the Mortgage relates to the Airframes, Engines, Spare Engines and Spare Parts
described in Exhibit 1 hereto, and a counterpart of the Mortgage is attached hereto and made a part
hereof and this Mortgage Supplement, together with such counterpart of the Mortgage and any
previous Mortgage Supplements, is being filed for recordation on the date hereof with the Federal
Aviation Administration, as one document;
NOW, THEREFORE, this Mortgage Supplement Witnesseth, that to secure the prompt and complete
payment and performance when due of the First Priority Obligations of the Borrower and each of the
Guarantors under the Credit Agreement and each of the other Loan
EXHIBIT A
Page 1
Documents, to secure the performance and observance by the Borrower and each of the Guarantors
of all the agreements, covenants and provisions contained in the Mortgage and in the Loan Documents
for the benefit of the Collateral Agent on behalf of the First Priority Secured Parties and each of
the other Indemnified Persons, and for the uses and purposes and subject to the terms and
provisions of the Mortgage, and in consideration of the premises and of the covenants contained in
the Mortgage, and of other good and valuable consideration the receipt and adequacy whereof are
hereby acknowledged, each Grantor 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 Collateral Agent, its successors and assigns, for the
security and benefit of the Lenders and such other Persons, a first priority continuing security
interest in and first priority mortgage lien on all estate, right, title and interest of such
Grantor in, to and under the following described property:
1. The Airframes described on Part A of Exhibit 1 hereto together with all Parts which
are from time to time incorporated or installed in or attached thereto or which shall be
removed therefrom, unless the Lien of the Mortgage shall not be applicable to such Part
pursuant to the provisions of the Mortgage.
2. The Engines described on Part A of Exhibit 1 hereto (each such engine having 1750 or
more pounds of thrust or the equivalent thereof, whether or not such engines shall be
installed in or attached to an Airframe or any other airframe) in each case, together with
all Parts which are from time to time incorporated or installed in or attached thereto or
which shall be removed therefrom, unless the Lien of the Mortgage shall not be applicable to
such Part pursuant to the provisions of the Mortgage.
3. The Spare Engines described on Part B of Exhibit 1 hereto (each such engine having
1750 or more pounds of thrust or the equivalent thereof, whether or not such engines shall
be installed in or attached to an Airframe or any other airframe) in each case, together
with all Parts which are from time to time incorporated or installed in or attached thereto
or which shall be removed therefrom, unless the Lien of the Mortgage shall not be applicable
to such Part pursuant to the provisions of the Mortgage.
4. (x) In the case of Comair, all Spare Parts, and (y) in the case of the Borrower, all
Spare Parts relating to or used in connection with General Electric Model CF34 engines, in
each case located at the applicable Designated Spare Parts Locations described in Part C of
Exhibit 1 hereto.
TO HAVE AND TO HOLD all and singular the aforesaid property unto the Collateral Agent, its
successors and assigns, for the uses and purposes and subject to the terms and provisions set forth
in the Mortgage.
This Mortgage Supplement shall be construed as a supplemental Mortgage and shall form a part
thereof, and the Mortgage is hereby incorporated by reference herein and is hereby ratified,
approved and confirmed.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
EXHIBIT A
Page 2
IN WITNESS WHEREOF, each Grantor caused this Mortgage Supplement to be duly executed by one of
its officers, thereunto duly authorized, on the day and year first above written.
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DELTA AIR LINES, INC.,
as a Grantor
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By: |
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Name: |
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Title: |
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COMAIR, INC.,
as a Grantor
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By: |
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Name: |
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Title: |
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Signature Page to Second Lien Airframe, Engine and Spare Parts Mortgage and Security Agreement
Supplement No. 1
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
EXHIBIT 1
TO
FIRST LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS
MORTGAGE AND SECURITY AGREEMENT
SUPPLEMENT NO.
PART A — DESCRIPTION OF AIRCRAFT, AIRFRAMES AND ENGINES1
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FAA |
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Engines |
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Registration |
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Manufacturer’s |
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Serial |
Aircraft Model |
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Number |
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Serial Number |
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Engine Model and Type |
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Number |
XxXxxxxxx Xxxxxxx MD-88
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N926DL
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49713 |
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Xxxxx & Whitney
JT8D-219
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P718170D, P718171D |
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XxXxxxxxx Xxxxxxx MD-88
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N927DA
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49714 |
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Xxxxx & Whitney
JT8D-219
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P718172D |
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XxXxxxxxx Xxxxxxx MD-88
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N928DL
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49715 |
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Xxxxx & Whitney
JT8D-219
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P718175D, P718176D |
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XxXxxxxxx Xxxxxxx MD-88
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N929DL
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49716 |
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Xxxxx & Whitney
JT8D-219
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P718177D, P718178D |
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XxXxxxxxx Xxxxxxx MD-88
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N930DL
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49717 |
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XxXxxxxxx Xxxxxxx MD-88
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N931DL
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49718 |
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Xxxxx & Xxxxxxx
JT8D-219
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P718202D, P718203D |
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XxXxxxxxx
Xxxxxxx MD-88
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N932DL
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49719 |
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Xxxxx & Xxxxxxx
JT8D-219
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P718224D, P718225D |
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XxXxxxxxx Xxxxxxx MD-88
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N933DL
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49720 |
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Xxxxx & Xxxxxxx
JT8D-219
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P718212D, P718208D |
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XxXxxxxxx Xxxxxxx MD-88
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N934DL
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49721 |
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Xxxxx & Xxxxxxx
JT8D-219
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P718216D, P718217D |
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XxXxxxxxx Xxxxxxx MD-88
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N935DL
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49722 |
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Xxxxx & Xxxxxxx
JT8D-219
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P718218D, P718223D |
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XxXxxxxxx Xxxxxxx MD-88
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N936DL
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49723 |
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Xxxxx & Xxxxxxx
JT8D-219
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P718226D, P718228D |
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XxXxxxxxx Xxxxxxx MD-88
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N937DL
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49810 |
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Xxxxx & Xxxxxxx
JT8D-219
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P718247D, P718248D |
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XxXxxxxxx Xxxxxxx MD-88
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N938DL
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49811 |
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Xxxxx & Xxxxxxx
JT8D-219
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P725356D, P718282D |
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XxXxxxxxx Xxxxxxx MD-88
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N939DL
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49812 |
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Xxxxx & Xxxxxxx
JT8D-219
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P725358D, P725368D |
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XxXxxxxxx Xxxxxxx MD-88
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N940DL
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49813 |
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Xxxxx & Xxxxxxx
JT8D-219
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P725393D, |
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1 |
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Engines listed opposite an Airframe are “related”
Engines for purposes of this Mortgage. |
EXHIBIT 1
Page 1
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FAA |
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Engines |
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Registration |
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Manufacturer’s |
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Serial |
Aircraft Model |
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Number |
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Serial Number |
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Engine Model and Type |
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Number |
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Xxxxx & Whitney
JT8D-219 (shown as
Xxxxx & Xxxxxxx
JT8D-217 on FAA
record)
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P726021D |
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XxXxxxxxx Xxxxxxx MD-88
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N941DL
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49814 |
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Xxxxx & Xxxxxxx
JT8D-219
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P725395D, P725416D |
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XxXxxxxxx Xxxxxxx MD-88
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N942DL
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49815 |
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Xxxxx & Xxxxxxx
JT8D-219
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P725354D, P725396D |
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XxXxxxxxx Xxxxxxx MD-88
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N943DL
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49816 |
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Xxxxx & Xxxxxxx
JT8D-219
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P725403D, P725419D |
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XxXxxxxxx Xxxxxxx MD-88
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N944DL
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49817 |
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XxXxxxxxx Xxxxxxx MD-88
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N945DL
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49818 |
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Xxxxx & Whitney
JT8D-219
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P725373DCN,
P725390DCN |
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XxXxxxxxx Xxxxxxx MD-88
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N948DL
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49879 |
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Xxxxx & Whitney
JT8D-219
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P725488D, P725489D |
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XxXxxxxxx Xxxxxxx MD-88
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N950DL
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49881 |
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Xxxxx & Whitney
JT8D-219
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P718179D, P718214D |
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XxXxxxxxx Xxxxxxx MD-88
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N951DL
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49882 |
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Xxxxx & Whitney
JT8D-219
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P725513D, P725514D |
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XxXxxxxxx Xxxxxxx MD-88
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N985DL
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53312 |
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Xxxxx & Whitney
JT8D-219
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P725977D, P725978D |
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XxXxxxxxx Xxxxxxx MD-88
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N986DL
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53313 |
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Xxxxx & Whitney
JT8D-219 (shown as
JT8D-217C on FAA
record)
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P726011D, P725989D |
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XxXxxxxxx Xxxxxxx MD-88
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N988DL
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53339 |
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Xxxxx & Whitney
JT8D-219 (shown as
JT8D-217C on FAA
record)
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P726015D, P726007D |
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XxXxxxxxx Xxxxxxx MD-88
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N989DL
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53341 |
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Xxxxx & Whitney
JT8D-219 (shown as
JT8D-217C on FAA
record)
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P726047D, P726088D |
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XxXxxxxxx Xxxxxxx MD-88
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N991DL
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53343 |
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Xxxxx & Whitney
JT8D-219
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P725939D, P725959D |
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XxXxxxxxx Xxxxxxx MD-88
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N992DL
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53344 |
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Xxxxx & Whitney
JT8D-219 (shown as
JT8D-217C on FAA
record)
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P726038D, P726031D |
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XxXxxxxxx Xxxxxxx MD-88
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N994DL
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53346 |
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Xxxxx & Whitney
JT8D-219 (shown as
JT8D-217C on FAA
record)
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P726051D, P726053D |
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XxXxxxxxx Xxxxxxx MD-88
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N995DL
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53362 |
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Xxxxx & Whitney
JT8D-219 (shown as
JT8D-217C on FAA
record)
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P726086D, P726081D |
EXHIBIT 1
Page 2
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FAA |
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Engines |
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Registration |
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Manufacturer’s |
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Serial |
Aircraft Model |
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Number |
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Serial Number |
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Engine Model and Type |
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Number |
XxXxxxxxx Xxxxxxx MD-88
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N997DL
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53364 |
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Xxxxx & Whitney
JT8D-219
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P726067D, P726069D |
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XxXxxxxxx Xxxxxxx MD-88
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N998DL
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53370 |
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Xxxxx & Whitney
JT8D-219 (shown as
JT8D-217C on FAA
record)
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P726074D, P726077D |
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XxXxxxxxx Xxxxxxx MD-88
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N900DE
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53372 |
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Xxxxx & Whitney
JT8D-219 (shown as
JT8D-217C on FAA
record)
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P726082D, P726087D |
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XxXxxxxxx Xxxxxxx MD-88
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N901DE
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53378 |
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Xxxxx & Whitney
JT8D-219 (shown as
JT8D-217C on FAA
record)
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P726052D, P726822D |
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XxXxxxxxx Xxxxxxx MD-88
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N903DE
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53380 |
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Xxxxx & Xxxxxxx
JT8D-219
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P726826D, P726827D |
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XxXxxxxxx Xxxxxxx MD-88
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N904DE
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53409 |
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Xxxxx & Xxxxxxx
JT8D-219 (shown as
JT8D-217C on FAA
record)
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P725998D, P726872D |
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XxXxxxxxx Xxxxxxx MD-88
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N906DE
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53415 |
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Xxxxx & Xxxxxxx
JT8D-219
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P726009D, P726905D |
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XxXxxxxxx Xxxxxxx MD-88
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N907DE
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53416 |
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Xxxxx & Xxxxxxx
JT8D-219
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P726907D, P726908D |
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XxXxxxxxx Xxxxxxx MD-88
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N909DE
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53418 |
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Xxxxx & Xxxxxxx
JT8D-219
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P726923D, P726924D |
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XxXxxxxxx Xxxxxxx MD-88
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N910DE
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53419 |
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Xxxxx & Xxxxxxx
JT8D-219
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P725380D, P726918D |
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XxXxxxxxx Xxxxxxx MD-88
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N912DE
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49997 |
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Xxxxx & Xxxxxxx
JT8D-219
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P726931D, P726933D |
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XxXxxxxxx Xxxxxxx MD-88
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N913DE
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49956 |
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Xxxxx & Xxxxxxx
JT8D-219
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P726865D, P726932D |
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XxXxxxxxx Xxxxxxx MD-88
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N915DE
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53420 |
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Xxxxx & Xxxxxxx
JT8D-219
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P726929D, P726952D |
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XxXxxxxxx Xxxxxxx MD-88
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N916DE
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53421 |
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Xxxxx & Xxxxxxx
JT8D-219
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P726950D, P726951D |
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XxXxxxxxx Xxxxxxx MD-88
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N918DE
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49959 |
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Xxxxx & Xxxxxxx
JT8D-219
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P726967D, P726968D |
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XxXxxxxxx Xxxxxxx MD-88
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N919DE
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53422 |
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Xxxxx & Xxxxxxx
JT8D-219
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P726976D, P726979D |
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XxXxxxxxx Xxxxxxx MD-90-30
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N902DA
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53382 |
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International Aero
Engines V2528-D5
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V20007, V20008 |
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XxXxxxxxx Xxxxxxx MD-90-30
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N903DA
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53383 |
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International Aero
Engines V2528-D5
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V20009, V20010 |
EXHIBIT 1
Page 3
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FAA |
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Engines |
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Registration |
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Manufacturer’s |
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Serial |
Aircraft Model |
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Number |
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Serial Number |
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Engine Model and Type |
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Number |
XxXxxxxxx Xxxxxxx MD-90-30
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N905DA
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53385 |
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International Aero
Engines V2528-D5
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V20014, V20015 |
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XxXxxxxxx Xxxxxxx MD-90-30
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N906DA
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53386 |
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International Aero
Engines V2528-D5
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V20019, V20021 |
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XxXxxxxxx Xxxxxxx MD-90-30
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N908DA
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53388 |
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International Aero
Engines V2528-D5
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V20025, V20026 |
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XxXxxxxxx Xxxxxxx MD-90-30
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N909DA
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53389 |
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International Aero
Engines V2528-D5
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V20030, V20027 |
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XxXxxxxxx Xxxxxxx MD-90-30
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N911DA
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53391 |
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International Aero
Engines V2528-D5
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V20035, V20036 |
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XxXxxxxxx Xxxxxxx XX-00-00
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X000XX
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53392 |
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International Aero
Engines V2528-D5
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V20045, V20046 |
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XxXxxxxxx Xxxxxxx XX-00-00
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X000XX
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53394 |
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International Aero
Engines V2528-D5
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V20075, V20070 |
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XxXxxxxxx Xxxxxxx XX-00-00
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X000XX
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53395 |
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International Aero
Engines V2528-D5
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V20079, V20074 |
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XxXxxxxxx Xxxxxxx XX-00-00
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X000XX
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53396 |
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International Aero
Engines V2528-D5
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V20084, V20080 |
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Boeing 757-232
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N601DL
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22808 |
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Xxxxx & Xxxxxxx
XX0000
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P716336B |
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Boeing 757-232
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N606DL
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22813 |
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Xxxxx & Xxxxxxx
XX0000
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P716325B |
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Boeing 757-232
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N608DA
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22815 |
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Xxxxx & Xxxxxxx
XX0000
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P716348B |
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Boeing 757-232
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N613DL
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22820 |
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Xxxxx & Xxxxxxx
XX0000
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P716308B, P716385B |
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Boeing 757-232
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N614DL
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22821 |
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Boeing 757-232
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N615DL
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22822 |
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Xxxxx & Xxxxxxx
XX0000
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P716366B, P716392B |
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Boeing 757-232
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N639DL
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23993 |
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Xxxxx & Xxxxxxx
XX0000
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P716305B, P716505B |
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N640DL
|
|
|
23994 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
P716506B, P716507B |
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N642DL
|
|
|
23996 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
P716512B, P716513B |
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N643DL
|
|
|
23997 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
P716510B, P716310B |
EXHIBIT 1
Page 4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FAA |
|
|
|
|
|
|
|
|
Engines |
|
|
Registration |
|
|
Manufacturer’s |
|
|
|
|
Serial |
Aircraft Model |
|
Number |
|
|
Serial Number |
|
Engine Model and Type |
|
|
Number |
Boeing 757-232
|
|
N644DL
|
|
|
23998 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716514B, P716326B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N646DL
|
|
|
24217 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716518B, P716522B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N647DL
|
|
|
24218 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716523B, P716528B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N648DL
|
|
|
24372 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716359B, P716524B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N649DL
|
|
|
24389 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716526B, P716534B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N651DL
|
|
|
24391 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716521B, P716536B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N652DL
|
|
|
24392 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716537B, P716527B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N655DL
|
|
|
24395 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716543B, P716544B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N656DL
|
|
|
24396 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716545B, P716546B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N671DN
|
|
|
25332 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716577B, P716578B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N672DL
|
|
|
25977 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716581B, P716582B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N674DL
|
|
|
25979 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716586B, P716587B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N676DL
|
|
|
25981 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716590B, P716591B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N678DL
|
|
|
25983 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716595B, P716596B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232
|
|
N679DA
|
|
|
26955 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716598B, P726701B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-26D
|
|
N900PC
|
|
|
28446 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P727211B, P727212B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-212
|
|
N751AT
|
|
|
23125 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716315, P716324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-212
|
|
N750AT
|
|
|
23126 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716341, P716327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-212
|
|
N757AT
|
|
|
23127 |
|
|
Xxxxx & Xxxxxxx XX0000
|
|
|
P716329, P716316 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-212
|
|
N752AT
|
|
|
23128 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
|
P716339, P716320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-332
|
|
N139DL
|
|
|
25984 |
|
|
General Electric
CF6-80A2
|
|
|
580144 |
|
EXHIBIT 1
Page 5
|
|
|
|
|
|
|
|
|
|
|
|
|
FAA |
|
|
|
|
|
|
|
Engines |
|
|
Registration |
|
|
Manufacturer’s |
|
|
|
Serial |
Aircraft Model |
|
Number |
|
|
Serial Number |
|
Engine Model and Type |
|
Number |
Boeing 767-332
|
|
N171DN
|
|
|
24759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-332
|
|
N173DN
|
|
|
24800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-332
|
|
N175DN
|
|
|
24803 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
P724146B, P724147B |
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-332
|
|
N183DN
|
|
|
27110 |
|
|
Xxxxx & Xxxxxxx
XX0000
|
|
P724681B, P724682B |
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-3P6
|
|
N152DL
|
|
|
24984 |
|
|
General Electric
CF6-80C2B4
|
|
695307, 695376 |
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-3P6
|
|
N153DL
|
|
|
24985 |
|
|
General Electric
CF6-80C2B4
|
|
695476, 695438 |
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-3P6
|
|
N155DL
|
|
|
25269 |
|
|
General Electric
CF6-80C2B4
|
|
695442, 695334 |
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-3P6
|
|
N156DL
|
|
|
25354 |
|
|
General Electric
CF6-80C2B4
|
|
695374, 695521 |
|
|
|
|
|
|
|
|
|
|
|
Canadair CL-600-2B19
|
|
N868CA
|
|
|
7427 |
|
|
General Electric
CF34-3A1
|
|
807634, 807633 |
|
|
|
|
|
|
|
|
|
|
|
Canadair CL-600-2B19
|
|
N986CA
|
|
|
7174 |
|
|
General Electric
CF34-3A1
|
|
807477, 807488 |
|
|
|
|
|
|
|
|
|
|
|
Canadair CL-600-2B19
|
|
N936CA
|
|
|
7043 |
|
|
General Electric
CF34-3A1
|
|
807149, 807146 |
|
|
|
|
|
|
|
|
|
|
|
Canadair CL-600-2B19
|
|
N937CA
|
|
|
7044 |
|
|
General Electric
CF34-3A1
|
|
807147, 807151 |
|
|
|
|
|
|
|
|
|
|
|
Canadair CL-600-2B19
|
|
N938CA
|
|
|
7046 |
|
|
General Electric
CF34-3A1
|
|
807161, 807654 |
|
|
|
|
|
|
|
|
|
|
|
Canadair CL-600-2B19
|
|
N940CA
|
|
|
7048 |
|
|
General Electric
CF34-3A1
|
|
807169, 807170 |
|
|
|
|
|
|
|
|
|
|
|
Canadair CL-600-2B19
|
|
N941CA
|
|
|
7050 |
|
|
General Electric
CF34-3A1
|
|
807177, 807178 |
PART B — DESCRIPTION OF SPARE ENGINES
|
|
|
|
|
Engine Model and Type |
|
Manufacturer’s Serial Number |
General Electric CF34-3A1
|
|
|
807070 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807051 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807305 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807226 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807318 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807352 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807255 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807421 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807465 |
|
EXHIBIT 1
Page 6
|
|
|
|
|
Engine Model and Type |
|
Manufacturer’s Serial Number |
General Electric CF34-3A1
|
|
|
807467 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807468 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807512 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807444 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807466 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807587 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807441 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807590 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807600 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807630 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807648 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807623 |
|
|
|
|
|
|
General Electric CF34-3A1
|
|
|
807591 |
|
|
|
|
|
|
General Electric CF34-3B1
|
|
|
873516 |
|
|
|
|
|
|
General Electric CF34-3B1
|
|
|
873173 |
|
|
|
|
|
|
General Electric CF34-3B1
|
|
|
873640 |
|
|
|
|
|
|
General Electric CF34-3B1
|
|
|
873174 |
|
|
|
|
|
|
General Electric CF34-3B1
|
|
|
873947 |
|
|
|
|
|
|
General Electric CF34-3B1
|
|
|
873763 |
|
|
|
|
|
|
|
|
|
|
|
General Electric CF34-3B1
|
|
|
873891 |
|
|
|
|
|
|
General Electric CF34-8C1
|
|
|
965337 |
|
|
|
|
|
|
General Electric CF34-8C1
|
|
|
965291 |
|
|
|
|
|
|
General Electric CF34-8C1
|
|
|
965443 |
|
|
|
|
|
|
General Electric CF34-8C1
|
|
|
965384 |
|
PART C — DESIGNATED SPARE PARTS LOCATIONS
|
|
|
|
|
|
|
|
|
Plant |
|
|
Address |
|
Code |
|
Location |
BORROWER:
DELTA AIR LINES INC.
|
|
|
1010 |
|
|
Atlanta Repair Shops at the Delta
Technical Ops Center |
DELTA TECH OPS CENTER |
|
|
|
|
|
|
0000 XXXXXXXX XXXX. |
|
|
|
|
|
|
XXXXXXX, XX 00000-0000 |
|
|
|
|
|
|
XXX |
|
|
|
|
|
|
|
|
|
|
|
|
|
COMAIR:
COMAIR, INC.
|
|
|
N/A |
|
|
N/A |
00 XXXXXX XXXX. |
|
|
|
|
|
|
XXXXXXXX, XX 00000 |
|
|
|
|
|
|
XXX |
|
|
|
|
|
|
EXHIBIT 1
Page 7
The generic descriptions of the Airframes, Engines and Spare Engines, for purposes of the Cape Town
Convention, are as follows:
Airframes:
1. XxXxxxxxx Xxxxxxx MD-80-88
2. XxXxxxxxx Xxxxxxx MD-90-30
3. Boeing 757-200
4. Boeing 767-300
5. Bombardier CRJ-100
Engines:
1. General Electric CF34-3
2. General Electric CF34-8
3. General Electric CF6-80A
4. General Electric CF6-80C2
5. Xxxxx & Xxxxxxx PW2037
6. Xxxxx & Whitney PW4000 94
7. Xxxxx & Xxxxxxx JT8D 200
8. International Aero V2500-D5
EXHIBIT 1
Page 8
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
EXHIBIT B
TO
FIRST LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS
MORTGAGE AND SECURITY AGREEMENT
CERTAIN ECONOMIC TERMS
|
|
|
Insured Amount:
|
|
Replacement cost |
|
|
|
Minimum Liability Insurance Amount:
|
|
$350,000,000 per occurrence for any regional jet aircraft |
|
|
|
|
|
$600,000,000 per occurrence for any narrow-body aircraft
(including, without limitation, any MD-88 or MD-90
aircraft. |
|
|
|
|
|
$750,000,000 per occurrence for any aircraft other than
those mentioned above (including, without limitation,
any Boeing 767 aircraft) |
|
|
|
|
|
In the event a Grantor includes a new type of wide-body
aircraft in its aircraft fleet after the date hereof
(including, without limitation, any Airbus A380
aircraft), then the Minimum Liability Insurance Amount
with respect to such aircraft type shall be such amount
as may be agreed by the Collateral Agent. |
EXHIBIT B
Page 1
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
EXHIBIT C
TO
FIRST LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS
MORTGAGE AND SECURITY AGREEMENT
LIST OF PERMITTED COUNTRIES
Australia
Austria
Belgium
Brazil (only for lease to current aircraft manufacturer in Brazil, no reregistration)
Canada
Czech Republic
Denmark
Finland
France
Germany
Greece
Hong Kong
Hungary
Iceland
Ireland
Italy
Japan
Luxembourg
Mexico (lease only, no reregistration)
Netherlands, the
New Zealand
Norway
Poland
Peoples Republic of China
Peoples Republic of China (Taiwan)
Russian Federation
Singapore
South Africa
South Korea
Spain
Sweden
Switzerland
United Kingdom
EXHIBIT C
Page 1
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
EXHIBIT D
TO
FIRST LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS
MORTGAGE AND SECURITY AGREEMENT
[Address to Collateral Agent]
, 20
Data Report For Pledged Spare Parts
Ladies and Gentlemen:
We refer to the First Lien Aircraft, Engine, Spare Engine And Spare Parts Security Agreement
(the “Security Agreement”), dated as of April 30, 2007, among Delta Air Lines, Inc. (the
“Borrower”), Comair, Inc. (“Comair”) and JPMorgan Chase Bank, N.A., as Collateral
Agent. Terms defined in the Security Agreement and used herein have such respective defined
meanings. The Grantors hereby certify that:
Attached hereto as Exhibit 1 is a report that correctly sets forth the following information
as of the date hereof with respect to each Pledged Spare Part:
|
i) |
|
Manufacturer’s part number; |
|
|
ii) |
|
part description; |
|
|
iii) |
|
related aircraft model(s) in summary form; |
|
|
iv) |
|
classification as Rotable or Expendable or Key Repairable; |
|
|
v) |
|
quantity on hand; |
|
|
vi) |
|
Designated Spare Parts Location; |
|
|
vii) |
|
each Pledged Spare Part out for repair; and |
|
|
viii) |
|
each Pledged Spare Part in transit. |
EXHIBIT D
Page 1
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
|
|
|
|
|
|
Very truly yours,
[DELTA AIR LINES, INC.
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title
Date:] |
|
|
|
[COMAIR, INC.
|
|
|
By: |
|
|
|
|
Name: |
|
|
|
|
Title
Date:] |
|
|
Signature Page to Data Report for Pledged Spare Parts
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
EXHIBIT E
TO
FIRST LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS
MORTGAGE AND SECURITY AGREEMENT
FIRST LIEN REVOLVING CREDIT AND GUARANTY AGREEMENT
[ATTACHED AS FOLLOWS]
EXHIBIT E
[First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement]
EXHIBIT F
TO
FIRST LIEN AIRCRAFT, SPARE ENGINES AND SPARE PARTS
MORTGAGE AND SECURITY AGREEMENT
INTERCREDITOR AGREEMENT
[ATTACHED AS FOLLOWS]
EXHIBIT F
EXHIBIT F-1
THIS FIRST XXXX XXXXX OF SECURITY INTEREST IN TRADEMARK RIGHTS is subject to the terms and
provisions of the Intercreditor Agreement, dated as of April 30, 2007 (as such agreement may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the
First Priority Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as
collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc.
and the Guarantors (as defined below).
FIRST XXXX XXXXX OF
SECURITY INTEREST IN TRADEMARK RIGHTS
This FIRST XXXX XXXXX OF SECURITY INTEREST IN TRADEMARK RIGHTS (“Agreement”),
effective as of May 8, 2007 is made by DELTA AIR LINES, INC. a Delaware corporation (the
“Borrower”), and all of the direct and indirect domestic subsidiaries of the Borrower
signatory hereto (the “Guarantors”, and together with the Borrower, the
“Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent (the
“Agent”) for the First Priority Secured Parties (as defined in the First Lien Revolving
Credit and Guaranty Agreement, dated as of April 30, 2007, (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”)), among the Borrower, the Guarantors,
the Agent, and JPMorgan Chase Bank, N.A., acting as administrative agent, UBS Securities LLC, as
syndication agent, X.X. Xxxxxx Securities Inc. and Xxxxxx Brothers Inc., as co-lead arrangers, X.X.
Xxxxxx Securities, Inc., Xxxxxx Brothers Inc., and UBS Securities LLC, as joint bookrunners, CALYON
New York Branch and RBS Securities Corporation, as co-documentation agents, and the lenders party
thereto.
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FIRST XXXX XXXXX OF SECURITY INTEREST
IN TRADEMARK RIGHTS
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2 |
SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings
provided or provided by reference in the Credit Agreement or the First Lien Security Agreement, as
applicable.
SECTION 2. Grant of Security Interest. The Grantors hereby pledge and grant a
continuing security interest in all of the Grantors’ right, title and interest in, to and under
Trademarks constituting Collateral (including, without limitation, the U.S. Trademark registrations
and applications listed on Schedule A hereto), but not including any applications filed in the
United States Patent and Trademark Office to register trademarks or service marks on the basis of
any Grantor’s “intent to use” such trademarks or service marks unless and until the filing of a
“Statement of Use” or “Amendment to Allege Use” has been filed and accepted by the United States
Patent and Trademark Office, whereupon such applications shall be automatically subject to the lien
granted herein (collectively, the “Trademark Collateral”), to the Agent for the benefit of
the Agent and the First Priority Secured Parties to secure payment, performance and observance of
the First Priority Obligations.
SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantors
for the purpose of recording the grant of security interest herein with the United States Patent
and Trademark Office. The security interest granted hereby has been granted to the First Priority
Secured Parties in connection with the First Lien Security Agreement and is expressly subject to
the terms and conditions thereof and the Intercreditor Agreement. The First Lien Security
Agreement (and all rights and remedies of the First Priority Secured Parties thereunder) shall
remain in full force and effect in accordance with its terms. In the event of any conflict between
the terms of this Agreement and the terms of the First Lien Security Agreement, the terms of the
First Lien Security Agreement shall govern.
SECTION 4. Acknowledgment. The Grantors do hereby further acknowledge and affirm
that the rights and remedies of the First Priority Secured Parties with respect to the security
interest in the Trademark Collateral granted hereby are more fully set forth in the Credit
Agreement, the First Lien Security Agreement and the Intercreditor Agreement, the terms and
provisions of which (including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.
SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original, but all of which together constitute one and the same original.
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FIRST XXXX XXXXX OF SECURITY INTEREST
IN TRADEMARK RIGHTS
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3 |
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DELTA AIR LINES, INC. |
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By: |
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Name: |
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Title: |
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COMAIR HOLDINGS, LLC |
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By: |
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Name: |
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Title: |
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COMAIR, INC. |
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By: |
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Name: |
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Title: |
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Accepted and Agreed to: |
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XX XXXXXX CHASE BANK, N.A.
as Collateral Agent for the First Priority Secured Parties |
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By: |
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Name: |
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Title: |
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FIRST XXXX XXXXX OF SECURITY INTEREST
IN TRADEMARK RIGHTS
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4 |
SCHEDULE A
U.S. Trademark Registrations and Applications
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Registration No |
|
Xxxx Name |
|
Grantor |
|
Registration Date |
0523611 |
|
FLYING TRIANGLE |
|
DELTA AIR LINES, INC. |
|
4/4/1950 |
0654915 |
|
DELTA |
|
DELTA AIR LINES, INC. |
|
11/19/1957 |
0697598 |
|
DREAM VACATION |
|
DELTA AIR LINES, INC. |
|
5/10/1960 |
0704103 |
|
WIDGET LOGO |
|
DELTA AIR LINES, INC. |
|
9/6/1960 |
0802405 |
|
DELTAMATIC |
|
DELTA AIR LINES, INC. |
|
1/18/1966 |
0945465 |
|
DASH |
|
DELTA AIR LINES, INC. |
|
10/17/1972 |
0963228 |
|
WINGED DELTA AIR LINES IN OVAL LOGO |
|
DELTA AIR LINES, INC. |
|
7/3/1973 |
0970418 |
|
DELTA AIR LINES |
|
DELTA AIR LINES, INC. |
|
10/9/1973 |
1143697 |
|
WIDGET (OPEN) |
|
DELTA AIR LINES, INC. |
|
12/16/1980 |
1171170 |
|
SKY |
|
DELTA AIR LINES, INC. |
|
9/29/1981 |
1201484 |
|
CA COMAIR & DESIGN |
|
COMAIR HOLDINGS, LLC |
|
7/13/1982 |
1428763 |
|
DELTA CONNECTION |
|
DELTA AIR LINES, INC. |
|
2/10/1987 |
1485570 |
|
WE LOVE TO FLY |
|
DELTA AIR LINES, INC. |
|
4/19/1988 |
1485571 |
|
WE LOVE TO FLY AND IT SHOWS |
|
DELTA AIR LINES, INC. |
|
4/19/1988 |
1514873 |
|
COMAIR ( Stylized) |
|
COMAIR HOLDINGS, LLC |
|
11/29/1988 |
1595729 |
|
MEETING NETWORK |
|
DELTA AIR LINES, INC. |
|
5/8/1990 |
1628653 |
|
YOUNG AT HEART |
|
DELTA AIR LINES, INC. |
|
12/18/1990 |
1645584 |
|
COMAIR |
|
COMAIR HOLDINGS, LLC |
|
5/21/1991 |
1703774 |
|
DELTA SHUTTLE |
|
DELTA AIR LINES, INC. |
|
7/28/1992 |
1718831 |
|
READY WHEN YOU ARE |
|
DELTA AIR LINES, INC. |
|
9/22/1992 |
1733703 |
|
DELTA CENTER |
|
DELTA AIR LINES, INC. |
|
11/17/1992 |
1740294 |
|
DELTA CENTER (WITH WIDGET LOGO) |
|
DELTA AIR LINES, INC. |
|
12/15/1992 |
1968255 |
|
SKYMILES |
|
DELTA AIR LINES, INC. |
|
4/16/1996 |
2022300 |
|
WORLDWIDE PARTNERS |
|
DELTA AIR LINES, INC. |
|
12/10/1996 |
2058985 |
|
DELTA & 1960 AIRCRAFT DESIGN |
|
DELTA AIR LINES, INC. |
|
5/6/1997 |
2291036 |
|
CROWN ROOM CLUB |
|
DELTA AIR LINES, INC. |
|
11/9/1999 |
2351283 |
|
DELTA EXPRESS |
|
DELTA AIR LINES, INC. |
|
5/23/2000 |
2408003 |
|
DELTA VACATIONS |
|
DELTA AIR LINES, INC. |
|
11/28/2000 |
2508582 |
|
BUILDING ON OUR SUCCESS |
|
COMAIR, INC. |
|
11/20/2001 |
2521530 |
|
BUSINESSELITE |
|
DELTA AIR LINES, INC. |
|
12/25/2001 |
2531956 |
|
DELTA HORIZONS |
|
DELTA AIR LINES, INC. |
|
1/22/2002 |
2538221 |
|
CITY DASH ( NEW) |
|
DELTA AIR LINES, INC. |
|
2/12/2002 |
2553482 |
|
COMAIR NAVIGATOR & DESIGN |
|
COMAIR, INC. |
|
3/26/2002 |
2556013 |
|
WIDGET LOGO (NEW) |
|
DELTA AIR LINES, INC. |
|
4/2/2002 |
2564978 |
|
MIND YOUR OWN BUSINESS TRAVEL |
|
DELTA AIR LINES, INC. |
|
4/30/2002 |
2594082 |
|
MEDALLION |
|
DELTA AIR LINES, INC. |
|
7/16/2002 |
2603414 |
|
COMAIR SKYSHOP |
|
COMAIR HOLDINGS, LLC |
|
8/6/2002 |
2608693 |
|
DELTA GOLF |
|
DELTA AIR LINES, INC. |
|
8/20/2002 |
2638933 |
|
COMAIR |
|
COMAIR, INC. |
|
10/22/2002 |
2662451 |
|
DELTA AIRELITE |
|
DELTA AIR LINES, INC. |
|
12/17/2002 |
2682464 |
|
CONTROL KEY DESIGN |
|
DELTA AIR LINES, INC. |
|
2/4/2003 |
2683848 |
|
COMAIR (2001 STYLIZED LOGO) |
|
COMAIR, INC. |
|
2/4/2003 |
2811872 |
|
SONG |
|
DELTA AIR LINES, INC. |
|
2/3/2004 |
2836485 |
|
SONG FLOURISH |
|
DELTA AIR LINES, INC. |
|
4/27/2004 |
2975726 |
|
FAN FARES |
|
DELTA AIR LINES, INC. |
|
7/26/2005 |
2980826 |
|
DELTA CONNECTION |
|
DELTA AIR LINES, INC. |
|
8/2/2005 |
2999167 |
|
SAVORINGS |
|
DELTA AIR LINES, INC. |
|
9/20/2005 |
3004245 |
|
SIMPLIFARES |
|
DELTA AIR LINES, INC. |
|
10/4/2005 |
3018887 |
|
DELTA FABRIC DESIGN |
|
DELTA AIR LINES, INC. |
|
11/29/2005 |
3022337 |
|
DELTA FABRIC DESIGN |
|
DELTA AIR LINES, INC. |
|
12/6/2005 |
3028534 |
|
GOOD GOES AROUND |
|
DELTA AIR LINES, INC. |
|
12/13/2005 |
3077727 |
|
SKYPOINTS |
|
DELTA AIR LINES, INC. |
|
4/4/2006 |
3077909 |
|
DELTA FABRIC DESIGN |
|
DELTA AIR LINES, INC. |
|
4/6/2006 |
3094219 |
|
DART (stylized) |
|
DELTA AIR LINES, INC. |
|
5/16/2006 |
3138714 |
|
FLYBY DESIGN |
|
DELTA AIR LINES, INC. |
|
9/5/2006 |
2789294 |
|
SKYBONUS |
|
DELTA AIR LINES, INC. |
|
12/2/2003 |
EXHIBIT F-2
FORM OF FIRST LIEN PATENT SECURITY AGREEMENT
THIS FIRST XXXX XXXXX OF SECURITY INTEREST IN PATENT RIGHTS is subject to the terms and
provisions of the Intercreditor Agreement, dated as of April 30, 2007 (as such agreement may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the
First Priority Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as
collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc.
and the Guarantors (as defined below).
FIRST XXXX XXXXX OF
SECURITY INTEREST IN PATENT RIGHTS
This FIRST XXXX XXXXX OF SECURITY INTEREST IN PATENT RIGHTS (“Agreement”), effective
as of April 30, 2007 is made by DELTA AIR LINES, INC. a Delaware corporation (the
“Borrower”), and all of the direct and indirect domestic subsidiaries of the Borrower
signatory hereto (the “Guarantors”, and together with the Borrower, the
“Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent (the
“Agent”) for the First Priority Secured Parties (as defined in the First Lien Revolving
Credit and Guaranty Agreement, dated as of April 30, 2007, (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”)), among the Borrower, the Guarantors,
the Agent, JPMorgan Chase Bank, N.A., acting as administrative agent, UBS Securities LLC, as
syndication agent, X.X. Xxxxxx Securities Inc. and Xxxxxx Brothers Inc., as co-lead arrangers, X.X.
Xxxxxx Securities, Inc., Xxxxxx Brothers Inc. and UBS Securities LLC, as joint bookrunners, CALYON
New York Branch and RBS Securities Corporation, as co-documentation agents, and the lenders party
thereto.
|
|
|
|
|
|
FIRST XXXX XXXXX OF SECURITY INTEREST
IN PATENT RIGHTS
|
|
2 |
SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings
provided or provided by reference in the Credit Agreement or the First Lien Security Agreement, as
applicable.
SECTION 2. Grant of Security Interest. The Grantors hereby pledge and grant a
continuing security interest in all of the Grantors’ right, title and interest in, to and under
Patents constituting Collateral (including, without limitation, the U.S. Patent registrations and
applications listed on Schedule A hereto) (collectively, the “Patent Collateral”), to the
Agent for the benefit of the Agent and the First Priority Secured Parties to secure payment,
performance and observance of the First Priority Obligations.
SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantors
for the purpose of recording the grant of security interest herein with the United States Patent
and Trademark Office. The security interest granted hereby has been granted to the First Priority
Secured Parties in connection with the First Lien Security Agreement and is expressly subject to
the terms and conditions thereof and the Intercreditor Agreement. The First Lien Security
Agreement (and all rights and remedies of the First Priority Secured Parties thereunder) shall
remain in full force and effect in accordance with its terms. In the event of any conflict between
the terms of this Agreement and the terms of the First Lien Security Agreement, the terms of the
First Lien Security Agreement shall govern.
SECTION 4. Acknowledgment. The Grantors do hereby further acknowledge and affirm
that the rights and remedies of the First Priority Secured Parties with respect to the security
interest in the Patent Collateral granted hereby are more fully set forth in the Credit Agreement,
the First Lien Security Agreement and the Intercreditor Agreement, the terms and provisions of
which (including the remedies provided for therein) are incorporated by reference herein as if
fully set forth herein.
SECTION 1. Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original, but all of which together constitute one and the same original.
|
|
|
|
|
|
FIRST XXXX XXXXX OF SECURITY INTEREST
IN PATENT RIGHTS
|
|
3 |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers on this 30th day of April, 2007.
|
|
|
|
|
|
|
DELTA AIR LINES, INC. |
|
|
|
|
|
|
|
By: |
|
|
|
|
|
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|
|
|
Name: |
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|
|
Title: |
|
|
|
|
|
|
|
|
|
DELTA TECHNOLOGY, L.L.C. |
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
|
|
|
|
|
Accepted and Agreed to: |
|
|
|
|
|
|
|
XX XXXXXX CHASE BANK, N.A.
as Collateral Agent for the First Priority Secured Parties |
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
|
Name: |
|
|
|
|
Title: |
|
|
|
|
|
|
|
|
FIRST XXXX XXXXX OF SECURITY INTEREST
IN PATENT RIGHTS
|
|
4 |
SCHEDULE A
U.S. Patent Registrations and Applications
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PATENT |
|
|
|
|
|
|
APPLICATION |
|
NUMBER |
|
|
|
|
|
|
NUMBER |
|
GRANT |
TITLE |
|
OWNER |
|
COUNTRY |
|
FILING DATE |
|
DATE |
Method and System
for Providing
Dynamic and
Real-Time Air Travel
Information
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
09/708,890
11/08/2000
|
|
7,171,369
01/30/2007 |
|
|
|
|
|
|
|
|
|
Method and System
for Conducting a
Target Audit in High
Volume Transaction
Environment
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
09/892,604
06/27/2001
|
|
6,959,287
10/25/2005 |
|
|
|
|
|
|
|
|
|
System and Method
for Selection of
Bearings
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
10/772,713
02/05/2004
|
|
6,851,202
02/08/2005 |
|
|
|
|
|
|
|
|
|
Method and System
for
Origin-Destination
Passenger Demand
Forecast Inference
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
10/313,556
12/06/2002
|
|
6,804,658
10/12/2004 |
|
|
|
|
|
|
|
|
|
Digital Placard
Production Process
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
09/796,352
03/02/2001
|
|
6,706,373
03/16/2004 |
|
|
|
|
|
|
|
|
|
System and Method
for Selection of
Wheel Bearings
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
09/888,833
06/25/2001
|
|
6,688,015
02/10/2004 |
|
|
|
|
|
|
|
|
|
Surface Treatments
for Articles and
Vehicles
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
09/554,590
08/15/2000
|
|
6,432,486
08/13/2002 |
|
|
|
|
|
|
|
|
|
Barless Cargo
Container Cover
Combination
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
08/544,216
10/17/1995
|
|
5,570,801
11/05/1996 |
|
|
|
|
|
|
|
|
|
System and Method
for Managing Flight
Turn Time Violations
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
60/899817
02/06/2007 |
|
|
|
|
|
|
|
|
|
|
|
Codeshare Flight
Profitability System II
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
60/810,966
06/05/2006 |
|
|
|
|
|
|
|
|
|
|
|
Method and System
for Selection of
Codeshare Routes in
a Transportation
System
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
11/543,729
10/05/2006 |
|
|
|
|
|
|
|
|
|
|
|
Method and System
for Providing
Dynamic and
Real-Time Air Travel
Information
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
11/516,461
09/06/2006 |
|
|
|
|
|
|
|
|
FIRST XXXX XXXXX OF SECURITY INTEREST
IN PATENT RIGHTS
|
|
5 |
|
|
|
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|
|
|
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|
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|
|
|
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|
|
PATENT |
|
|
|
|
|
|
APPLICATION |
|
NUMBER |
|
|
|
|
|
|
NUMBER |
|
GRANT |
TITLE |
|
OWNER |
|
COUNTRY |
|
FILING DATE |
|
DATE |
Method and System
for Estimating Price
Elasticity of
Product Demand
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
11/009,945
12/10/2004 |
|
|
|
|
|
|
|
|
|
|
|
Method and System
for Providing
Rebooking
Information to
Passengers
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
10/835,931
04/30/2004 |
|
|
|
|
|
|
|
|
|
|
|
Method and System
for Obtaining
Service Reward
Credits for a
Customer Loyalty
Program Via a Stored
Value Token
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
10/803,476
03/17/2004 |
|
|
|
|
|
|
|
|
|
|
|
Enterprise Data Model
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
10/651,822
08/29/2003 |
|
|
|
|
|
|
|
|
|
|
|
Method and System
for Rebooking a
Passenger
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
10/406,960
04/04/2003 |
|
|
|
|
|
|
|
|
|
|
|
Method and System
for Implementing
Security in the
Travel Industry
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
10/366,113
02/12/2003 |
|
|
|
|
|
|
|
|
|
|
|
System and Method
for Managing
Customer Requests
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
10/178,078
06/21/2002 |
|
|
|
|
|
|
|
|
|
|
|
Revenue Recognition
System and Method
for Efficiently
Performing
Business-Related
Processing and
Storing of Event
Information Related
to a Transaction
|
|
Delta Air Lines, Inc.
|
|
United States
|
|
10/099,075
03/13/2002 |
|
|
|
|
|
|
|
|
|
|
|
Method and System of
Forecasting
Unscheduled
Component Demand
|
|
Delta Technology,
L.L.C.
|
|
United States
|
|
10/072,971
02/12/2002 |
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Exchanging
Electronic Messages
Between a Host
Computer System and
a Distributed
Computer System
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Delta Air Lines, Inc.
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United States
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10/038,528
01/02/2002 |
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Measuring Tools and
Method for
Performing
Measurements in
Mating Machine Parts
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Delta Air Lines, Inc.
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United States
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09/972,857
10/10/2001 |
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FIRST XXXX XXXXX OF SECURITY INTEREST
IN PATENT RIGHTS
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6 |
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PATENT |
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APPLICATION |
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NUMBER |
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NUMBER |
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GRANT |
TITLE |
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OWNER |
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COUNTRY |
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FILING DATE |
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DATE |
System and Method
for Boarding
Passengers Onto
Multiple Vehicles
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Delta Air Lines, Inc.
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United States
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09/968,738
09/28/2001 |
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Method and System
for Providing
Current Data to
Baggage Handlers
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Delta Air Lines, Inc.
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United States
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09/952,436
09/14/2001 |
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Method and System
for Transferring
Connecting Baggage
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Delta Air Lines, Inc.
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United States
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09/778,220
02/06/2001 |
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EXHIBIT F-3
FORM OF FIRST LIEN COPYRIGHT SECURITY AGREEMENT
THIS FIRST XXXX XXXXX OF SECURITY INTEREST IN COPYRIGHT RIGHTS is subject to the terms and
provisions of the Intercreditor Agreement, dated as of April 30, 2007 (as such agreement may be
amended, restated, amended and restated, supplemented or otherwise modified from time to time, the
“Intercreditor Agreement”), among JPMorgan Chase Bank, N.A., as collateral agent for the
First Priority Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as
collateral agent for the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc.
and the Guarantors (as defined below).
FIRST XXXX XXXXX OF
SECURITY INTEREST IN COPYRIGHT RIGHTS
This FIRST XXXX XXXXX OF SECURITY INTEREST IN COPYRIGHT RIGHTS (“Agreement”),
effective as of April 30, 2007 is made by DELTA AIR LINES, INC. a Delaware corporation (the
“Borrower”), and all of the direct and indirect domestic subsidiaries of the Borrower
signatory hereto (the “Guarantors”, and together with the Borrower, the
“Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Collateral Agent (the
“Agent”) for the First Priority Secured Parties (as defined in the First Lien Revolving
Credit and Guaranty Agreement, dated as of April 30, 2007, (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”)), among the Borrower, the Guarantors,
the Agent, and JPMorgan Chase Bank, N.A., acting as administrative agent, UBS Securities LLC, as
syndication agent, X.X. Xxxxxx Securities Inc. and Xxxxxx Brothers Inc., as co-lead arrangers, X.X.
Xxxxxx Securities, Inc., Xxxxxx Brothers Inc., and UBS Securities LLC, as joint bookrunners, CALYON
New York Branch and RBS Securities Corporation, as co-documentation agents, and the lenders party
thereto.
W I T N
E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans and
other extensions of credit to the Borrower upon the terms and subject to the conditions set forth
therein;
WHEREAS, in connection with the Credit Agreement, the Grantors executed and delivered a First
Lien Security Agreement, dated as of April 30, 2007, in favor of the Agent (together with all
amendments and modifications, if any, from time to time thereafter made thereto, the “First
Lien Security Agreement”);
WHEREAS, pursuant to the First Lien Security Agreement, the Grantors pledged and granted to
the Agent for the benefit of the Agent and the First Priority Secured Parties a continuing security
interest in all Intellectual Property constituting Collateral, including the Copyrights set forth
on Schedule A hereto; and
WHEREAS, the Grantors have duly authorized the execution, delivery and performance of this
Agreement;
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FIRST XXXX XXXXX OF SECURITY INTEREST
IN COPYRIGHT RIGHTS
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2 |
NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, and in order to induce the Lenders to make Loans and other financial accommodations
to the Borrower pursuant to the Credit Agreement, the Grantors agree, for the benefit of the Agent
and the First Priority Secured Parties, as follows:
SECTION 1. Definitions. Unless otherwise defined herein or the context otherwise
requires, terms used in this Agreement, including its preamble and recitals, have the meanings
provided or provided by reference in the Credit Agreement or the First Lien Security Agreement, as
applicable.
SECTION 2. Grant of Security Interest. The Grantors hereby pledge and grant a
continuing security interest in all of the Grantors’ right, title and interest in, to and under
Copyrights constituting Collateral (including, without limitation, the U.S. Copyright registrations
and applications listed on Schedule A hereto) (collectively, the “Copyright Collateral”),
to the Agent for the benefit of the Agent and the First Priority Secured Parties to secure payment,
performance and observance of the First Priority Obligations.
SECTION 3. Purpose. This Agreement has been executed and delivered by the Grantors
for the purpose of recording the grant of security interest herein with the United States Copyright
Office. The security interest granted hereby has been granted to the First Priority Secured
Parties in connection with the First Lien Security Agreement and is expressly subject to the terms
and conditions thereof and the Intercreditor Agreement. The First Lien Security Agreement (and all
rights and remedies of the First Priority Secured Parties thereunder) shall remain in full force
and effect in accordance with its terms. In the event of any conflict between the terms of this
Agreement and the terms of the First Lien Security Agreement, the terms of the First Lien Security
Agreement shall govern.
SECTION 4. Acknowledgment. The Grantors do hereby further acknowledge and affirm
that the rights and remedies of the First Priority Secured Parties with respect to the security
interest in the Copyright Collateral granted hereby are more fully set forth in the Credit
Agreement, the First Lien Security Agreement and the Intercreditor Agreement, the terms and
provisions of which (including the remedies provided for therein) are incorporated by reference
herein as if fully set forth herein.
SECTION 5. Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original, but all of which together constitute one and the same original.
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FIRST XXXX XXXXX OF SECURITY INTEREST
IN COPYRIGHT RIGHTS
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3 |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective officers on this 30th day of April, 2007.
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DELTA AIR LINES, INC. |
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By: |
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Name: |
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Title: |
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Accepted and Agreed to: |
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XX XXXXXX CHASE BANK, N.A.
as Collateral Agent for the First Priority Secured Parties |
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By: |
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Name: |
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Title: |
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FIRST XXXX XXXXX OF SECURITY INTEREST
IN COPYRIGHT RIGHTS
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4 |
SCHEDULE A
U.S. Copyright Registrations and Applications
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Title |
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Owner |
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Reg. No. |
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Reg. Date |
COLDSTART |
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Delta Air Lines, Inc. |
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TXu-945-869 |
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2/21/2001 |
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Guide to ROADMAP prototype |
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Delta Air Lines, Inc. |
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TXu-945-870 |
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2/21/2001 |
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EXHIBIT G-1
April 30, 2007
To the Lenders, the Administrative Agent
and the Collateral Agent referred to below,
c/o JPMorgan Chase Bank, N.A., as Administrative Agent
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
We have acted as special New York counsel for the Credit Parties (as defined below) in
connection with the First Lien Revolving Credit and Guaranty Agreement dated as of April 30, 2007
(the “Credit Agreement”) among Delta Air Lines, Inc., a Delaware corporation (“Delta”), DAL Global
Services, LLC, a Delaware limited liability company, DAL Moscow, Inc., a Delaware corporation,
Delta Loyalty Management Services, LLC., a Delaware limited liability company, Epsilon Trading,
LLC., a Delaware limited liability company, Kappa Capital Management, LLC, a Delaware limited
liability company, Comair Holdings, LLC, a Delaware limited liability company, and Delta Benefits
Management, Inc., a Delaware corporation (together with Delta, the “Delaware Credit Parties”),
Crown Rooms, Inc., a New York corporation (the “New York Credit Party”), the other subsidiaries of
Delta listed on Schedule A hereto (the “Other Credit Parties” and, together with the Delaware
Credit Parties and the New York Credit Party, the “Credit Parties”), the Lenders listed therein
(the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”) and collateral agent (in such capacity, the “Collateral Agent”) for the
Lenders, X.X. Xxxxxx Securities Inc. and Xxxxxx Brothers Inc., as Co-Lead Arrangers and Joint
Bookrunners, UBS Securities LLC, as Syndication Agent and Joint Bookrunner, and CALYON, New York
Branch and RBS Securities Corporation, as Co-Documentation Agents. This opinion is being delivered
to you pursuant to Section 4.01(i)(ii) of the Credit Agreement. Terms used (but not defined)
herein have the meanings assigned to them in the Credit Agreement.
We have reviewed executed copies of:
(a) the Credit Agreement;
(b) the First Lien Pledge Agreement dated as of April 30, 2007 among the Credit
Parties and the Collateral Agent (the “Pledge Agreement”);
(c) the First Lien Security Agreement dated as of April 30, 2007 among the Credit
Parties and the Collateral Agent (the “Security Agreement”);
(d) the First Lien Slot, Gate and Route Security and Pledge Agreement dated as of
April 30, 2007 made by Delta and Comair, Inc., an Ohio corporation (“Comair”), to the
Collateral Agent (the “Slot, Gate and Route Agreement”);
(e) the First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security
Agreement dated as of April 30, 2007 among Delta, Comair, Inc. and the Collateral Agent
(the “Aircraft Mortgage”);
(f) the Intercreditor Agreement dated as of April 30, 2007 among the Credit Parties,
the Collateral Agent and Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent for the
Second Priority Secured Parties described therein (the “Intercreditor Agreement”);
(g) the form of the Uniform Commercial Code financing statement attached hereto as
Exhibit A with respect to the New York Credit Party (the “New York Financing Statement”);
(h) the Debtors’ Joint Plan of Reorganization dated April 25, 2007 (the “Plan of
Reorganization”) pursuant to Chapter 11 of the United States Bankruptcy Code (the
“Bankruptcy Code”) as filed with the United States Bankruptcy Court for the Southern
District of New York (the “Bankruptcy Court”) by Delta; and
(i) the Order of the Bankruptcy Court dated April 25, 2007 confirming the Plan of
Reorganization pursuant to Section 1129 of the Bankruptcy Code as entered by the
Bankruptcy Court on April 25, 2007 (the “Confirmation Order”).
The documents listed in items (a) through (f) above are sometimes hereinafter referred to as
the “Credit Documents.” The documents listed in items (b) through (e) above are sometimes
hereinafter referred to as the “Collateral Documents.”
We have examined, among other things, originals or copies certified or otherwise identified to
our satisfaction as being true copies of such records, documents or other instruments as in our
judgment are necessary or appropriate to enable us to render the opinions expressed below. As to
factual matters we have, with your consent, relied upon statements, certificates and other
assurances of
2
public officials and of officers and other representatives of the Credit Parties and upon such
other certificates as we have deemed appropriate and upon the representations and warranties made
in or pursuant to the Credit Documents and the other documents referred to therein, which factual
matters have not been independently established or verified by us.
Based on the foregoing, and subject to the assumptions and qualifications set forth below, we
are of the opinion that:
1. Each of the Delaware Credit Parties is a corporation (or limited liability company, as
applicable) validly existing and in good standing under the laws of the State of Delaware. The New
York Credit Party is a corporation validly existing and in good standing under the laws of the
State of New York.
2. The execution, delivery and performance by each Delaware Credit Party and the New York
Credit Party of each Credit Document to which it is a party are within its corporate (or limited
liability company, as applicable) powers and have been duly authorized by all necessary corporate
(or limited liability company, as applicable) action. Each Delaware Credit Party and New York
Credit Party has duly executed and delivered each Credit Document to which it is a party.
3. The execution, delivery and performance by each Credit Party of each Credit Document to
which it is a party (a) require no action by or in respect of, or filing with, any governmental
body, agency or official under United States federal or New York State law (other than filings and
recordings to perfect security interests granted, filings required to be made within the United
States Patent and Trademark Office or the United States Copyright Office, and any action, filing or
recording required to be made with the Federal Aviation Administration), (b) comply with the
requirements of the Confirmation Order and the Plan of Reorganization and (c) do not contravene any
provision of (i) applicable United States federal or New York State law or regulation, the Delaware
General Corporation Law or the Delaware Limited Liability Company Act, in each case that in our
experience is normally applicable to entities engaging in transactions of the type contemplated by
the Credit Documents without regard to any other activities or business of such entities, (ii) the
certificate of incorporation or by-laws or other constitutive documents of any Delaware Credit
Party or New York Credit Party or (iii) the Confirmation Order or the Plan of Reorganization.
4. Each Credit Document constitutes a valid and binding obligation of each Credit Party party
thereto enforceable against such Credit Party in accordance with its terms.
5. Each of the Collateral Documents is effective to create, in favor of the Collateral Agent
for the benefit of the First Priority Secured Parties, as security for the First Priority
Obligations, a valid security interest (the “Security
3
Interest”) in the pledgors’ right, title and interest in that portion of the relevant
Collateral (the “New York Collateral”) described therein in which a security interest may be
created pursuant to Article 9 of the Uniform Commercial Code as in effect in the State of New York
on the date hereof (the “UCC”).
6. To the extent that the filing of a Uniform Commercial Code financing statement in the State
of New York is effective under the UCC to perfect a security interest in the New York Collateral,
the Security Interest in the New York Collateral of the New York Credit Party will be perfected
upon the filing of a Uniform Commercial Code financing statement in the form of the New York
Financing Statement in the filing office located in the State of New York that is indicated
thereon, except that (a) continuation statements with respect to the New York Financing Statement
must be filed within the period of six months prior to the expiration of five years from the date
of the filing of the New York Financing Statement and any such continuation statement and (b)
additional filings may be necessary if the New York Credit Party changes its name or its “location”
(as defined in Section 9-307 of the UCC).
7. The Aircraft Mortgage is effective to create, in favor of the Collateral Agent for the
benefit of the First Priority Secured Parties, as security for the First Priority Secured
Obligations, a security interest in the Collateral in which it purports to create a security
interest, the perfection and rank thereof being subject to the due filing and recording of the
Aircraft Mortgage with the Federal Aviation Administration in accordance with Title 49 of the
United States Code (the “Transportation Code”).
8. Assuming that the certificates evidencing the Pledged Equity Interests (as defined in the
Pledge Agreement) and instruments evidencing the pledged Indebtedness, in each case listed on
Schedule I to the Pledge Agreement and in each case indorsed by an appropriate person in blank or
accompanied by instruments of transfer or assignment in blank duly executed by an appropriate
person, have been delivered on or prior to the date hereof to the Collateral Agent, and have been
continuously held by the Collateral Agent since such delivery, in each case in the State of New
York, (a) the Security Interest in such Pledged Equity Interests and such pledged Indebtedness is
perfected and (b) the Collateral Agent has, for the benefit of the First Priority Secured Parties,
control (within the meaning of Section 8-106 of the UCC) of such Pledged Equity Interests and
pledged Indebtedness.
9. The New York Financing Statement is in appropriate form for filing in the filing office
located in the State of New York that is indicated thereon.
10. The Loans to be made on the date hereof and the application of the proceeds thereof as
contemplated by the Credit Agreement do not violate Regulation U or X of the Board of Governors of
the Federal Reserve System.
4
11. None of the Credit Parties is required to register as an “investment company” within the
meaning of the Investment Company Act of 1940, as amended.
The foregoing opinions are subject to the following qualifications:
(a) Our opinions in paragraphs 4-8 above are subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally and equitable principles
of general applicability.
(b) We express no opinion as to the effect of fraudulent conveyance, fraudulent
transfer or similar provisions of applicable law on the conclusions expressed above
(including Section 548 of the Bankruptcy Code).
(c) We express no opinion as to the effect (if any) of any law of any jurisdiction
(except the State of New York) in which any Lender is located that may limit the rate of
interest that such Lender may charge or collect.
(d) We express no opinion as to provisions in the Credit Documents that purport to
(i) indemnify any Person for its own gross negligence or willful misconduct or (ii) confer
upon any Person the right to require specific performance or to receive liquidated
damages.
(e) We express no opinion as to provisions in the Credit Documents that purport to
create rights of set-off in favor of participants or that provide for set-off to be made
otherwise than in accordance with applicable laws.
(f) We express no opinion as to provisions in the Credit Documents that purport to
waive objections to venue, claims that a particular jurisdiction is an inconvenient forum
or the like. We note that the selection of New York State or United States federal courts
sitting in New York City contained in the Credit Documents as the venue for proceedings
relating to the Credit Documents is subject to the power of such courts to transfer
actions pursuant to 28 U.S.C. Section 1404(a).
(g) We express no opinion as to whether a United States federal court would have
subject-matter or personal jurisdiction over a controversy arising under the Credit
Documents.
(h) We express no opinion as to the right, title or interest of any Credit Party in
or to any collateral or the value given therefor.
(i) Except as expressly set forth in paragraphs 5-8 above, we express no opinion as
to the creation, attachment, perfection or priority of
5
any security interest, and we express no opinion as to the accuracy of any
description of any commercial tort claim or any Lien on any commercial tort claim, whether
now existing or arising after the date hereof.
(j) We note the possible unenforceability in whole or in part of certain remedial
provisions of, and waivers contained in, the Collateral Documents, although the inclusion
of such provisions does not render any of the Collateral Documents invalid and, subject,
to the extent applicable, to Section 9-408(c) of the UCC, each of the Collateral Documents
contains, in our judgment, adequate remedial provisions for the practical realization of
the rights and benefits afforded thereby. In addition, we note that any foreclosure or
other exercise of remedies by the Collateral Agent or the Administrative Agent may require
additional approvals and consents that have not been obtained from regulators and from
lenders to, and suppliers, customers or other contractual parties of, the Credit Parties
and failure to obtain such approval or consent could result in a default by, or a breach
of agreement or other legal obligations of, the Credit Parties.
(k) We express no opinion as to any security interest in proceeds of any Collateral
other than in compliance with, and subject to the limitations set forth in, Section 9-315
of the UCC. In addition, we express no opinion as to (i) the effect, if any, of the
United States Assignment of Claims Act, as amended, or any similar state law, rule or
regulation, (ii) the creation or perfection of any security interest in insurance except
to the extent such insurance constitutes proceeds of Collateral, (iii) the perfection of
any security interest in vehicles covered by a certificate of title law of any state or
(iv) any Collateral that constitutes fixtures.
(l) We express no opinion on the effectiveness of any service of process made other
than in accordance with applicable law.
(m) We express no opinion as to any matters covering federal aviation law or any
similar state or federal laws, rules or regulations.
(n) We express no opinion as to the creation, perfection, existence or enforcement of
any security interest in any FAA Slots, Routes, Gate Interests, Foreign Slots or
Supporting Route Facilities, except to the extent that (i) the creation, perfection,
existence or enforcement of such security interest is governed by the UCC and (ii) such
matters are expressly addressed in paragraphs 5 and 6 above.
(o) We express no opinion as to any security interest in any trademarks, copyrights,
patents or other intellectual property collateral, except to the extent that (i) the
creation, perfection, existence or enforcement of such security interest is governed by
the UCC and (ii) such matters are expressly addressed in paragraphs 5 and 6 above.
6
(p) We express no opinion as to any contract, agreement, instrument or undertaking
authorized or contemplated by the Confirmation Order or the Plan of Reorganization other
than the Credit Documents as expressly set forth herein.
We have reviewed the docket of the Clerk of the Bankruptcy Court in the Cases (the “Docket”).
The Confirmation Order has been entered on the Docket, and as of 8:00 a.m. (New York City time) on
the date hereof, no order amending or motion seeking to amend the Confirmation Order or motion or
notice to stay, reverse, vacate or appeal the Confirmation Order has been entered on the Docket.
The foregoing opinion is limited to the laws of the State of New York, the General Corporation
Law, the Delaware Limited Liability Company Act and the federal laws of the United States of
America. In expressing the foregoing opinions, we have as to all matters of aviation law
(including the Transportation Code) relied without independent investigation on the opinion of
Daugherty, Fowler, Peregrin & Xxxxxx, P.C., a copy of which has been delivered to you today, and
our opinion is subject in all respects to the assumptions, qualifications and exceptions contained
in such opinion.
In giving the foregoing opinion, we have assumed, without independent investigation, that (i)
all parties have been duly organized and (other than the Delaware Credit Parties and the New York
Credit Party) are validly existing and in good standing under the laws of their relevant states of
formation, (ii) that all documents, agreements and instruments have been duly authorized, executed
and delivered by all parties thereto (other than the Delaware Credit Parties and the New York
Credit Party), (iii) that all such parties (other than the Delaware Credit Parties and the New York
Credit Party) had the power and legal right to execute, deliver and perform all such documents,
agreements and instruments, (iv) the execution, delivery and performance of the Credit Documents by
the parties thereto does not require any action by or in respect of, or filing with, any
governmental body, agency or official (except with respect to the Credit Parties under New York
State or United States federal law), and do not and will not violate or constitute a default under
any provision of applicable law or regulation (except with respect to the Credit Parties under New
York State or United States federal law, the Delaware General Corporation Law and the Delaware
Limited Liability Company Act that in our experience is normally applicable to entities engaging in
transactions of the type contemplated by the Credit Documents without regard to any other
activities or business of such entities), or any organizational document of the parties (except for
the Delaware Credit Parties and the New York Credit Party) or any undertaking, judgment,
injunction, order or decree to which any of the parties are a party or by which any of the parties
are bound, (v) that such documents, agreements and instruments are (other than with respect to the
Credit Parties) valid and binding obligations of such parties enforceable against such parties in
accordance with their terms, (vi) the genuineness of all signatures, (vii) the authenticity of all
documents submitted to
7
us as originals, (viii) the conformity with originals of all documents submitted to us as
certified, reproduction or facsimile copies and (ix) the legal competency of all individuals who
executed documents or who purported to act in connection with matters addressed in the opinions
expressed above.
This opinion is delivered to you by us as special New York counsel to the Credit Parties,
solely in their capacities as Borrower or Guarantor under the Credit Agreement.
This opinion is delivered to you in connection with the Credit Agreement. This opinion may not
be relied upon by you for any other purpose or relied upon by any other person without our prior
written consent, except that any Person that becomes a Lender in accordance with the provisions of
the Credit Documents may rely upon this opinion as if it were specifically addressed and delivered
to such Person on the date hereof. We assume no obligation to advise you or any other Person or
entity of any changes concerning the above, whether or not deemed material, which may hereafter
come or be brought to our attention, including but not limited to, changes which could result from
pending or future legislation, law or jurisprudence.
Very truly yours,
8
Schedule A
Other Credit Parties
ASA Holdings, Inc., a Georgia corporation
Comair, Inc., an Ohio corporation
Comair Services, Inc., a Kentucky corporation
Delta AirElite Business Jets, Inc., a Kentucky corporation
Delta Connection Academy, Inc., a Florida corporation
Delta Technology, LLC, a Georgia limited liability company
Exhibit A
New York Financing Statement
EXHIBIT G-2
Suite 1400 000 Xxxxx Xx.
Xxxxxxx XX 00000-0000
mailing address:
XX Xxx 0000
Xxxxxxx XX 00000-0000
t 706 724 2622 f 000 000 0000
xxx.XxxxxxxxxxXxxxxxxx.xxx
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direct dial 000 000 0000 |
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direct fax 000 000 0000 |
April 30, 2007
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XXxxxxxx@XxxxxxxxxxXxxxxxxx.xxx |
XX Xxxxxx Xxxxx Bank, N.A., as
Administrative Agent,
on behalf of itself and the other Lenders
party to the Credit Agreement referred to below
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RE: |
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First Lien Revolving Credit and Guaranty Agreement dated as of April 30, 2007
(the “Credit Agreement”) by and among Delta Air Lines, Inc., the Guarantors
signatory to the Credit Agreement, XX Xxxxxx Chase Bank, N.A., a national banking
corporation, for itself, as Lender, as administrative agent (in such capacity, the
“Administrative Agent”) and collateral agent (in such capacity, the
“Collateral Agent”) for the Lenders, and the other Lenders signatory thereto
from time to time. |
Ladies and Gentlemen:
This opinion is furnished pursuant to Section 4.01 of the Credit Agreement.
Capitalized terms used herein which are not otherwise defined herein shall have the respective
meanings set forth or referred to in the Credit Agreement.
We have acted as counsel for Delta Technology, LLC, a Georgia limited liability company and
ASA Holdings, Inc., a Georgia corporation (the “Opinion Parties”), in connection with the
preparation, negotiation, execution and delivery of the following documents:
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(i) |
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the Credit Agreement; |
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(ii) |
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the First Lien Pledge Agreement, dated as of April 30, 2007 (the “Pledge
Agreement”); |
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(iii) |
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the First Lien Security Agreement, dated as of April 30, 2007 (the
“Security Agreement”); and |
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(iv) |
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the Uniform Commercial Code financing statements described on Schedule
1 attached hereto naming each of the Opinion Parties as debtors and the Collateral |
XX Xxxxxx Xxxxx Bank, N.A.
April 30, 2007
Page 2
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Agent as secured party (the “Financing Statements”) to be filed in the filing
office described on Schedule 1 attached hereto (the “Filing Office”). |
The documents listed in clauses (i) through (iii) being hereinafter referred to collectively
as the “Documents”.
In connection with this opinion, we have examined and relied on executed originals of the
Documents and on the factual matters contained in the following certificates or Documents relating
to each of the Opinion Parties:
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(a) |
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Certificate of the Secretary or Assistant Secretary, as appropriate, of each of
the Opinion Parties, dated as of the date hereof, respecting (i) the Articles of
Incorporation and Bylaws, or the Articles of Organization and Operating Agreement, as
applicable, of each of the Opinion Parties, and (ii) the authorizing resolutions
adopted by the Board of Directors or Managers (or duly constituted committee of the
Board of Directors or Managers), as applicable, of each of the Opinion Parties; |
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(b) |
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Supporting Certificates of each of the Opinion Parties dated as of the date
hereof, copies of which are attached hereto as Exhibit A and Exhibit B
(the “Supporting Certificates”); and |
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(c) |
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The certificates of good standing/existence of each of the Opinion Parties
which are listed on Schedule 2 attached hereto. |
Whenever any opinion or confirmation of fact set forth in this opinion letter is qualified by
the words “to our knowledge”, “known to us” or other words of similar meaning, such words mean the
current awareness by lawyers in the Primary Lawyer Group (defined below) of factual matters such
lawyers recognize as being relevant to the opinion or confirmation so qualified. “Primary
Lawyer Group” means Xxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx and Xxxxxxx X. Xxx, III. Except as may be
expressly described herein, we have not undertaken any investigation to determine the existence or
absence of facts and no inference as to our knowledge of the existence or absence of facts should
be drawn from our serving as outside counsel for each of the Opinion Parties.
As to various factual matters that are material to our opinions set forth herein, we have
relied on the representations and warranties of each of the Opinion Parties set forth in the
Documents and the Supporting Certificates. We also have relied on certificates of or telephone
confirmations from public officials. We have not independently verified, nor do we assume any
responsibility for, the factual accuracy or completeness of any such representations, warranties,
statements or certificates.
XX Xxxxxx Xxxxx Bank, N.A.
April 30, 2007
Page 3
Moreover, our review of the Documents was conducted, and our opinions thereon are rendered,
only as of the dates of execution, delivery and effectiveness of the same as indicated hereinabove,
and we have not undertaken any investigation to determine the continued existence or absence of any
facts upon which such Documents or opinions are predicated.
In rendering this opinion, we have assumed, with your permission and without independent
investigation or inquiry: (1) the genuineness of all signatures (including those of the Opinion
Parties) on, and authenticity of, all Documents submitted to us as originals and the conformity to
original documents of all Documents submitted to us as copies; (2) that all the parties to the
Documents (including the Opinion Parties) have all requisite power and authority to enter into and
perform their respective obligations under the Documents; (3) the due authorization, execution and
delivery of all Documents by all parties thereto (including the Opinion Parties), (4) that no
agreements and terms relating to the transaction contemplated by the Documents (the
“Transaction”) exist except those expressed in the Documents; and (5) that the Documents
constitute the binding obligations of the parties thereto (including the Opinion Parties), and each
party thereto (including the Opinion Parties) has all requisite power and authority to perform its
obligations thereunder.
We also have assumed, with your permission and without independent investigation or inquiry,
the following:
(1) Each of the Opinion Parties has, before or concurrently with the execution and delivery of
the Security Agreement, rights in the Collateral covered by the Security Agreement, or the power to
transfer rights in such Collateral to a secured party, including that portion of such Collateral
which constitutes personal property (other than fixtures) of a type (i) in which a security
interest may be granted and perfected under the provisions of Article 9 of the Uniform Commercial
Code as in effect in the State of Georgia (the “State”) on this date (the “UCC”),
and (ii) as to which federal law has not preempted the UCC with respect to the validity,
enforceability, or perfection of security interests therein (such portion of such Collateral as
described in clauses (i) and (ii) of this paragraph being herein collectively called the “UCC
Collateral”);
(2) The descriptions of the Collateral contained in the Security Agreement and the Financing
Statements reasonably identify such Collateral, except to the extent that the Collateral is
described by reference to the types of Collateral defined in the UCC (other than commercial tort
claims);
(3) Each of the Opinion Parties is duly organized under the laws of the State of Georgia, and
the Secretary of State of the State of Georgia maintains a public record showing each of the
Opinion Parties to be so organized;
XX Xxxxxx Chase Bank, N.A.
April 30, 2007
Page 4
(4) The Financing Statements set forth: (a) the correct mailing address for each of the
Opinion Parties; and (b) the correct legal name and address of the Agent from which information
concerning the security interest to be perfected thereby may be obtained;
(5) Each party has acted in good faith and without notice of any defense against the
enforcement of rights created by, or adverse claim to any property transferred as a part of, the
Transaction;
(6) Each natural person acting on behalf of any party to the Transaction has sufficient legal
competency to carry out such person’s role in the Transaction;
(7) Each party will act in accordance with the terms and conditions of the Documents and in
accordance with any requirements of good faith or fairness under applicable law;
(8) No discretionary act of the Opinion Parties or on behalf of the Opinion Parties will be
taken after the date of this opinion if such act might result in a violation of law or breach or
default under any agreement, decree, writ, judgment or court order;
(9) Each of the Credit Agreement and the Security Agreement to which each of the Opinion
Parties is a party has been duly authorized, executed and delivered by each of the Opinion Parties,
and each of the Credit Agreement and the Security Agreement to which each of the Opinion Parties is
a party constitutes the legal, valid and binding obligation of each of the Opinion Parties,
enforceable against each of the Opinion Parties in accordance with its respective terms;
(10) Each of the Opinion Parties is validly existing and in good standing under the laws of
the State of Georgia. Each of the Opinion Parties has full corporate power and authority to own
its assets as known to us and conduct the businesses in which it is now engaged as known to us and
has full corporate power and authority to enter into each Document to which it is a party and to
perform its obligations thereunder;
(11) Each of the Documents to which each of the Opinion Parties is a party has been duly
authorized, executed and delivered by each of the Opinion Parties;
(12) There has been no mutual mistake of fact or fraud, undue influence or duress in
connection with the Transaction or the Documents; and
(13) The Opinion Parties have received value under the Credit Agreement.
We have also made such investigations of law as we have deemed necessary as the basis for the
opinions expressed herein.
XX Xxxxxx Xxxxx Bank, N.A.
April 30, 2007
Page 5
Based on the foregoing, and subject to the exceptions and qualifications set forth below, it
is our opinion that:
1. The execution and delivery by each of the Opinion Parties of the Documents to which it is a
party do not, and if each of the Opinion Parties was now to perform its respective obligations
thereunder such performance would not: (i) result in any violation of any existing Georgia
constitution, statute, regulation, rule, order or law to which it or its properties are bound; (ii)
violate any judicial or administrative decree, writ, judgment or order in the State of Georgia to
which, to our knowledge, either of the Opinion Parties or any of its respective properties are
subject; or (iii) require the consent or approval of, or any filing or registration with, any
Governmental Authority in the State of Georgia other than (a) the filing of the Financing
Statements, (b) those which have been obtained, and (c) any consents, approvals or filings required
in connection with the exercise by the Collateral Agent of certain remedies under the Documents to
the extent required pursuant to the terms thereof.
2. The Security Agreement is effective under the laws of the State of Georgia to create a
valid security interest in favor of the Collateral Agent, for the benefit of the First Priority
Secured Parties, in all right, title and interest of each of the Opinion Parties with respect to
the UCC Collateral. Upon the filing of the Financing Statements in the Filing Office, together
with the payment of any required filing fees, the Collateral Agent’s security interest in the UCC
Collateral will be perfected in that portion of the UCC Collateral as to which a security interest
may be perfected by the filing of a financing statement under the UCC.
Our opinions set forth above are subject to the following qualifications:
A. Our opinions herein are limited to (i) the laws of the State of Georgia, (ii) any
applicable federal laws of the United States, and (iii) Article 9 of the UCC as in effect on this
date in the State of Georgia. We note that the Documents purport to be governed by the laws of the
State of New York. In rendering the opinions set forth herein, we have assumed, with your consent,
that the Documents were governed by the internal laws of Georgia (without giving effect to its
conflict of laws rules).
B. Our opinion is subject to the following additional exceptions, assumptions and
qualifications: (i) we note that the perfection and priority of the Collateral Agent’s security
interest under the Security Agreement in any proceeds of any of the UCC Collateral covered thereby
may be limited under Section 9-315 of the UCC, and we also note that Section 552 of the U.S.
Bankruptcy Code limits the extent to which property acquired by a debtor after commencement of a
case under the U.S. Bankruptcy Code may be subject to a security interest arising under a security
agreement entered into by the debtor prior to the commencement of such case; (ii) we express no
opinion with respect to the perfection of the security interests created under the Security
Agreement in such of the Collateral covered thereby which constitutes
XX Xxxxxx Chase Bank, N.A.
April 30, 2007
Page 6
property of a type in which a
security interest must be perfected under the UCC other than by the filing of a UCC financing
statement in the State; (iii) we express no opinion with respect to the perfection of any security
interest in any Collateral consisting of goods that are or are to become fixtures, standing timber
to be cut, farm products, consumer goods, as-extracted collateral, or goods covered by certificate
of title; (iv) we call your attention to the fact that the perfection of a security interest
perfected by the filing of a financing statement in the State will be terminated (1) pursuant to
Section 9-507(c) of the UCC, as to any property covered thereby which is acquired by a debtor more
than four months after such debtor so changes its name as to make the financing statement seriously
misleading unless an amendment to the financing statement which renders the financing statement not
seriously misleading is filed before the expiration of such four-month period, (2) pursuant to
Section 9-316 of the UCC, four months after a debtor changes its location, which, for a “registered
organization” (as such term is defined in the UCC), includes becoming organized under the laws of a
state other than its state of incorporation, and (3) pursuant to Section 9-316, one year after the
transfer of any UCC Collateral by the debtor to a person that thereby becomes a debtor and is
located in another jurisdiction, including without limitation any merger or consolidation of the
debtor into another person, unless such security interest becomes perfected under the laws of such
other jurisdiction prior to such termination; (v) we express no opinion as to the validity,
perfection or priority of the security interest with respect to any UCC Collateral in the
possession of the Opinion Party on a “sale on approval” basis or a “consignment” basis; and (vi) we
note that, under Section 9-515 of the UCC, in order to continue the perfection of a secured party’s
security interest, a continuation statement with respect to the financing statement must be filed
within the period of six months prior to the expiration of five years from the date of filing the
financing statement. We call your attention to the fact that any security interest created under
the Security Agreement in any of the Collateral consisting of accounts, chattel paper or general
intangibles may be subject to the rights, claims or defenses of the account debtor obligated
thereon and to the terms of any applicable agreement between the applicable Opinion Party and such
account debtor.
C. We have not examined title to, and we express no opinion herein with respect to each
Opinion Party’s title to, any of the property covered by any of the Documents. Except to the
extent expressly stated in paragraph 2 above, we express no opinion herein with respect to the
validity, enforceability, perfection or priority of the Collateral Agent’s Liens under any of the
Documents.
D. The opinions expressed in paragraph 2 above are subject to the effect of bankruptcy,
insolvency, reorganization, moratorium, or other similar laws affecting the rights of creditors,
including the United States Bankruptcy Code in its entirety. We express no opinion in the
paragraph 2 with respect to the effect of general principles of equity, whether applied by a court
of law or equity, including the following concepts:
XX Xxxxxx Xxxxx Bank, N.A.
April 30, 2007
Page 7
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(i) |
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principles governing the availability of specific
performance, injunctive relief or other judicial or equitable remedies; |
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(ii) |
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principles affording traditional equitable defenses
(e.g., waiver, laches and estoppel); |
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(iii) |
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good faith and fair dealing; |
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(iv) |
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reasonableness; |
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(v) |
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materiality of the breach; |
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(vi) |
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impracticality or impossibility of performance; |
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(vii) |
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the effect of obstruction, failure to perform or
otherwise to act in accordance with an agreement by any person other
than an Opinion Party; |
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(viii) |
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the effect of Section 1-102(3) of the UCC; and |
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(ix) |
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unconscionability. |
E. We express no opinion herein with respect to subsection (i) in paragraph 1 above with
respect to the Pledge Agreement.
F. This letter speaks only as of the date hereof and is limited to present statutes,
regulations and administrative and judicial interpretation. We undertake no responsibility to
update or supplement this letter after the date hereof.
XX Xxxxxx Chase Bank, N.A.
April 30, 2007
Page 8
This letter has been delivered solely for the benefit of the Administrative Agent and the
Lenders pursuant to Section 4.01 of the Credit Agreement thereto and may not be relied upon
by any other person or entity or for any other purpose without our express written permission;
provided that this opinion may be furnished to bank regulatory authorities or Persons that become
an Agent or Lender in accordance with the provisions of the Loan Documents or as required by any
Governmental Authority or pursuant to the legal process. We expressly disclaim any duty to update
this letter in the future in the event there are any changes in relevant fact or law that may
change or otherwise affect any of the opinions or confirmations expressed herein.
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Very truly yours,
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By: |
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Xxxxx X. Xxxxxxx, a Partner |
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Schedule 1
FILING OFFICE
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Name of Debtor |
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UCC Filing Office |
Delta Technology, LLC
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Office of the Clerk of the Superior Court of any
county in the State of Georgia |
ASA Holdings, Inc.
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Office of the Clerk of the Superior Court of any
county in the State of Georgia |
Schedule 2
CERTIFICATES OF GOOD STANDING FOR THE OPINION PARTIES
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State of Issuance of Good |
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Date of Good Standing |
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Standing Certificate |
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Certificate |
Delta Technology, LLC
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Georgia
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04/16/2007 |
ASA Holdings, Inc.
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Georgia
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04/16/2007 |
Exhibit A
SUPPORTING CERTIFICATE
The undersigned, E. Xxxx Xxxxxx, in his capacity as Secretary of Delta Technology, LLC, a
Georgia limited liability company (the “Opinion Party”), has executed this Certificate in
connection with the legal opinion (the “Opinion”) to be rendered by Xxxxxxxxxx Xxxxxxxx LLP
pursuant to Section 4.01 of that certain First Lien Revolving Credit and Guaranty
Agreement, dated as of April 30, 2007, among Delta Air Lines, Inc., the Guarantors signatory to the
Credit Agreement, XX Xxxxxx Chase Bank, N.A., a national banking corporation, for itself, as
Lender, as administrative agent (in such capacity, the “Administrative Agent”) and collateral
agent (in such capacity, the “Collateral Agent”) for the Lenders, and the other Lenders signatory
thereto from time to time (the “Credit Agreement”). The undersigned authorizes Xxxxxxxxxx
Xxxxxxxx LLP to rely on the matters set forth in this Certificate in rendering the Opinion. This
Certificate may not be relied on by any person other than Xxxxxxxxxx Xxxxxxxx LLP or such Agents,
the Collateral Agent, and their respective counsel, or for any purpose other than the credit
transactions contemplated by the Credit Agreement without the express prior written consent of the
undersigned. Capitalized terms used in this Certificate shall have the meanings set forth or
referred to in the Opinion unless otherwise defined herein.
Whenever any statement herein with reference to the existence or absence of any facts is
indicated to be based on the undersigned’s knowledge or awareness, it is intended to signify that
such indication is to the best of his present knowledge obtained during the general and ordinary
course of exercising his duties as Secretary of the Opinion Party. The undersigned has not
undertaken any independent investigation to determine the existence or absence of such facts and no
inference as to his knowledge of the existence or absence of such facts should be imputed to him or
drawn from his serving as Secretary of the Opinion Party.
The undersigned knows of no reason why he, Xxxxxxxxxx Xxxxxxxx LLP, the Lenders, and the
Administrative Agent are not justified in relying on the representations and warranties given on
the Closing Date by the Opinion Party in the Credit Agreement or any other Document and the
certificates of the various officers of the Opinion Party furnished on the Closing Date in
connection therewith, and the undersigned authorizes Xxxxxxxxxx Xxxxxxxx LLP to rely thereon.
Subject to the foregoing, the undersigned, in his representative capacity as Secretary of the
Opinion Party, hereby certifies, that:
1. The undersigned is familiar with the Transaction and other factual matters described in the
Opinion, and has made such investigations and inquiries, including, without limitation, of
personnel and employees of the Opinion Party having familiarity with the Transaction and such
factual matters, as the undersigned deemed appropriate to enable the undersigned to execute and
deliver this Certificate.
XX Xxxxxx Xxxxx Bank, N.A.
April 30, 2007
Page 2
2. The Opinion Party has at all material times had a registered Agent and office in the state
of its incorporation and has notified the Secretary of State of such state of any change in its
registered Agent or registered office or any resignation of its registered Agent or any
discontinuation of its registered office, and the Opinion Party has not received any notice from
such Secretary of State of any determination that any grounds exist for administratively dissolving
the Opinion Party, and the Opinion Party has received notice of the commencement of any proceeding
to judicially dissolve the Opinion Party, and neither the managers nor the members of the Opinion
Party have taken any action with respect to the dissolution of the Opinion Party, and the Opinion
Party has not filed any notice of intent to dissolve with such state.
3. Neither the execution or delivery by the Opinion Party of, nor performance by the Opinion
Party of its obligations under, the Documents (a) does or will conflict with, violate or constitute
a breach of (i) the Articles of Organization or Operating Agreement of the Opinion Party, (ii) any
laws, rules or regulations applicable to the Opinion Party, (iii) any contract or other agreement
to which the Opinion Party is a party or by which any of its properties is bound, (iv) any
judgment, writ, determination, order, decree or arbitral award to which the Opinion Party is a
party or by which the Opinion Party or any of its properties is bound, (b) requires the consent of,
notice to, license from or filing with any governmental authority which has not been duly obtained
or made on or prior to the date hereof (other than such filings as may be necessary in order to
perfect any of the Liens of the Collateral Agent or the Agents under the Documents), or (c) does or
will result in the creation or imposition of any lien, pledge, charge or encumbrance of any nature
upon or with respect to any of the properties of the Opinion Party (other than any Liens of the
Collateral Agent and the Agents under the Documents).
4. There is no material litigation or other proceeding against the Opinion Party or any of its
properties which is pending or overtly threatened by written communication to the Opinion Party.
5. The undersigned has reviewed the Opinion and, with respect to the factual statements and
assumptions set forth in the Opinion, hereby certifies that (i) each factual statement or
assumption contained therein relating to the Opinion Party is, to the best of the undersigned’s
knowledge, true and correct and does not fail to state a material fact the omission of which makes
the statement or assumption as it appears incomplete or misleading, and (ii) with respect to
factual statements or assumptions contained therein which relate to parties to the Transaction
discussed therein other than the Opinion Party, while the undersigned expressly disclaims any
certification hereby as to the truth, correctness or completeness of such other statements or
assumptions, based on the undersigned’s participation in the Transaction, the undersigned does not
have actual knowledge that the statements or assumptions contained
XX Xxxxxx Chase Bank, N.A.
April 30, 2007
Page 3
therein relating to parties
other than the Opinion Party are untrue, incorrect or incomplete so as to be misleading.
6. The Opinion Party is a limited liability company in good standing under the laws of the
State of Georgia.
7. There are no proceedings, pending or threatened, against the Opinion Party which call into
question the validity or enforceability of any Document or any document delivered in connection
therewith, or any action to be taken in connection with the transactions contemplated thereby.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
XX Xxxxxx Xxxxx Bank, N.A.
April 30, 2007
Page 4
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 30th
day of April, 2007.
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By: |
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Name: |
E. Xxxx Xxxxxx |
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Title: |
Secretary |
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Exhibit B
SUPPORTING CERTIFICATE
The undersigned, Xxxx X. Xxxxxxxx, in his capacity as Assistant Secretary of ASA Holdings,
Inc., a Georgia corporation (the “Opinion Party”), has executed this Certificate in
connection with the legal opinion (the “Opinion”) to be rendered by Xxxxxxxxxx Xxxxxxxx LLP
pursuant to Section 4.01 of that certain First Lien Revolving Credit and Guaranty
Agreement, dated as of April 30, 2007, among Delta Air Lines, Inc., the Guarantors signatory to the
Credit Agreement, XX Xxxxxx Xxxxx Bank, N.A., a national banking corporation, for itself, as
Lender, as administrative agent (in such capacity, the “Administrative Agent”)and collateral agent
(in such capacity, the “Collateral Agent”) for the Lenders, and the other Lenders signatory thereto
from time to time (the “Credit Agreement”). The undersigned authorizes Xxxxxxxxxx Xxxxxxxx
LLP to rely on the matters set forth in this Certificate in rendering the Opinion. This
Certificate may not be relied on by any person other than Xxxxxxxxxx Xxxxxxxx LLP or such Agents,
the Collateral Agent, and their respective counsel, or for any purpose other than the credit
transactions contemplated by the Credit Agreement without the express prior written consent of the
undersigned. Capitalized terms used in this Certificate shall have the meanings set forth or
referred to in the Opinion unless otherwise defined herein.
Whenever any statement herein with reference to the existence or absence of any facts is
indicated to be based on the undersigned’s knowledge or awareness, it is intended to signify that
such indication is to the best of his present knowledge obtained during the general and ordinary
course of exercising his duties as Assistant Secretary of the Opinion Party. The undersigned has
not undertaken any independent investigation to determine the existence or absence of such facts
and no inference as to his knowledge of the existence or absence of such facts should be imputed to
him or drawn from his serving as Assistant Secretary of the Opinion Party.
The undersigned knows of no reason why he, Xxxxxxxxxx Xxxxxxxx LLP, the Lenders, and the
Administrative Agent are not justified in relying on the representations and warranties given on
the Closing Date by the Opinion Party in the Credit Agreement or any other Document and the
certificates of the various officers of the Opinion Party furnished on the Closing Date in
connection therewith, and the undersigned authorizes Xxxxxxxxxx Xxxxxxxx LLP to rely thereon.
Subject to the foregoing, the undersigned, in his representative capacity as Assistant
Secretary of the Opinion Party, hereby certifies, that:
1. The undersigned is familiar with the Transaction and other factual matters described in the
Opinion, and has made such investigations and inquiries, including, without limitation, of
personnel and employees of the Opinion Party having familiarity with the Transaction and such
factual matters, as the undersigned deemed appropriate to enable the undersigned to execute and
deliver this Certificate.
Page 2
2. The Opinion Party has at all material times had a registered Agent and office in the state
of its incorporation and has notified the Secretary of State of such state of any change in its
registered Agent or registered office or any resignation of its registered Agent or any
discontinuation of its registered office, and the Opinion Party has not received any notice from
such Secretary of State of any determination that any grounds exist for administratively dissolving
the Opinion Party, and the Opinion Party has received notice of the commencement of any proceeding
to judicially dissolve the Opinion Party, and neither the board of directors nor the shareholders
of the Opinion Party have taken any action with respect to the dissolution of the Opinion Party,
and the Opinion Party has not filed any notice of intent to dissolve with such state.
3. Neither the execution or delivery by the Opinion Party of, nor performance by the Opinion
Party of its obligations under, the Documents (a) does or will conflict with, violate or constitute
a breach of (i) Articles of Incorporation or the Bylaws of the Opinion Party, (ii) any laws, rules
or regulations applicable to the Opinion Party, (iii) any contract or other agreement to which the
Opinion Party is a party or by which any of its properties is bound, (iv) any judgment, writ,
determination, order, decree or arbitral award to which the Opinion Party is a party or by which
the Opinion Party or any of its properties is bound, (b) requires the consent of, notice to,
license from or filing with any governmental authority which has not been duly obtained or made on
or prior to the date hereof (other than such filings as may be necessary in order to perfect any of
the Liens of the Collateral Agent or the Agents under the Documents), or (c) does or will result in
the creation or imposition of any lien, pledge, charge or encumbrance of any nature upon or with
respect to any of the properties of the Opinion Party (other than any Liens of the Collateral Agent
and the Agents under the Documents).
4. There is no material litigation or other proceeding against the Opinion Party or any of its
properties which is pending or overtly threatened by written communication to the Opinion Party.
5. The undersigned has reviewed the Opinion and, with respect to the factual statements and
assumptions set forth in the Opinion, hereby certifies that (i) each factual statement or
assumption contained therein relating to the Opinion Party is, to the best of the undersigned’s
knowledge, true and correct and does not fail to state a material fact the omission of which makes
the statement or assumption as it appears incomplete or misleading, and (ii) with respect to
factual statements or assumptions contained therein which relate to parties to the Transaction
discussed therein other than the Opinion Party, while the undersigned expressly disclaims any
certification hereby as to the truth, correctness or completeness of such other statements or
assumptions, based on the undersigned’s participation in the Transaction, the undersigned does not
have actual knowledge that the statements or assumptions contained
Page 3
therein relating to parties
other than the Opinion Party are untrue, incorrect or incomplete so as to be misleading.
6. The Opinion Party is a corporation in good standing under the laws of the State of Georgia.
7. There are no proceedings, pending or threatened, against the Opinion Party which call into
question the validity or enforceability of any Document or any document delivered in connection
therewith, or any action to be taken in connection with the transactions contemplated thereby.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Page 4
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 30th
day of April, 2007.
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By: |
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Name: |
Xxxx X. Xxxxxxxx |
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Title: |
Assistant Secretary |
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EXHIBIT G-2
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Suite 2800 0000 Xxxxxxxxx Xx. |
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Xxxxxxx XX 00000-0000 |
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t 000 000 0000 f 404 815 6555 |
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xxx.XxxxxxxxxxXxxxxxxx.xxx |
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direct dial 000 000 0000 |
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direct fax 000 000 0000 |
April 30, 2007
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XXxxxxxx@XxxxxxxxxxXxxxxxxx.xxx |
XX Xxxxxx Xxxxx Bank, N.A., as
Administrative Agent,
on behalf of itself and the other Lenders
party to the Credit Agreement referred to below
Ladies and Gentlemen:
We have acted as special counsel in the State of Georgia (the “State”) to DELTA AIR LINES,
INC., a Delaware corporation, as a debtor and debtor-in-possession under Title 11 of the United
States Code, 11 U.S.C. §§ 101 et seq. (the “Borrower”), in connection with the Security Deed and
the Fixture Financing Statement being executed and delivered pursuant to the consummation of the
loan transactions (the “Loan Transactions”) contemplated by the First Lien Revolving Credit and
Guaranty Agreement dated as of April 30, 2007 (the “Credit Agreement”) by and among the Borrower,
the Guarantors signatory to the Credit Agreement, XX Xxxxxx Chase Bank, N.A., a national banking
corporation (in its individual capacity, “JPMCB”), for itself, as Lender, as administrative agent
and collateral agent for the Lenders (in such capacity, the “Administrative Agent”), and the other
Lenders signatory thereto from time to time, with respect to certain property of Borrower located
in Xxxxxx County, Georgia (the “County”). All capitalized terms (not otherwise defined herein or
in Schedule A, attached hereto and by this reference incorporated herein) shall have the meanings
ascribed to them in the Credit Agreement.
Borrower has requested that we deliver the legal opinions (the “Opinions”) contained in this
letter (the “Opinion Letter”) to you, and we understand the Opinion Recipient will rely on this
Opinion Letter.
In so acting as special counsel, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the documents set forth below. Except as otherwise noted, all
of the following documents are dated as of the date hereof.
A. The Credit Agreement.
B. The First Lien Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement,
made by Borrower to Administrative Agent (the “Security Deed”), securing the Secured Obligations
and encumbering certain property of Borrower more particularly described therein.
XX Xxxxxx Xxxxx Bank, N.A.
April 30, 2007
Page 2
C. The Uniform Commercial Code Financing Statement naming Borrower, as debtor, and
Administrative Agent, as secured party, concerning the Georgia Personal Property (the “Personalty
Financing Statement”).
D. The Uniform Commercial Code Financing Statement naming Borrower, as debtor, and
Administrative Agent, as secured party, concerning the Georgia Fixtures, to be filed in Xxxxxx
County, Georgia (the “Fixture Financing Statement”).
The documents listed as items A through D, above, are sometimes collectively referred to herein as
the “Loan Documents”; the documents listed as items C and D, above, are sometimes collectively
referred to herein as the “Financing Statements”; and the Loan Documents excluding the Security
Deed and the Fixture Financing Statement, together with any and all other agreements, instruments,
and documents executed or delivered in connection with the Loan Transactions, are sometimes
collectively referred to herein as the “Other Transaction Documents”.
We have also examined such documents and other instruments and such certificates or
comparable documents of public officials as we have deemed relevant and necessary as a basis for
the Opinions hereinafter set forth, including, without limitation, the following certificates:
I. Certificate of formation, good standing and legal existence of Borrower issued by the
Secretary of State of the State of Delaware dated April 18, 2007 (the “Borrower Delaware
Certificate”);
II. Certificate of Existence of the Borrower issued by the Secretary of State of the State
dated April 16, 2007 (the “Borrower Georgia Certificate”).
Whenever any opinion or confirmation of fact set forth in this Opinion Letter is qualified by
the words “to our knowledge,” “known to us,” or other words of similar meaning, the quoted words
mean the current awareness by lawyers in the primary lawyer group of factual matters such lawyers
recognize as being relevant to the Opinion or confirmation so qualified. “Primary lawyer group”
means the lawyer who signs this Opinion Letter and, solely as to information relevant to an Opinion
or confirmation issue, and lawyer in this law firm who is primarily responsible for providing the
response concerning the particular issue.
ASSUMPTIONS
In reaching the opinions set forth below, we have assumed, with your permission, and without
independent investigation, that:
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(i) Each of the parties to the Security Deed, the Fixture Financing Statement and the Other
Transaction Documents has the power and authority to execute, deliver and perform its obligations
under each of the Security Deed, Fixture Financing Statement and Other Transaction Documents to
which it is a party, and each of the parties has duly authorized the execution, delivery and
performance of, and has validly executed and delivered, each such instrument, document, and
agreement required to be executed in connection with the Loan Transactions to which such party is a
signatory. Without limiting the generality of the foregoing, all approvals of the United States
Bankruptcy Court for the Southern District of New York in Borrower’s Chapter 11 Case No. 05-17923
(ASH) which are necessary for the execution, delivery and performance of the Loan Documents by
Borrower have been duly obtained. Where appropriate, execution of the Security Deed, the Fixture
Financing Statement and the Other Transaction Documents has been duly and properly witnessed,
notarized or acknowledged. Each party’s obligations set forth in the Other Transaction Documents
are such party’s legal, valid and binding obligations and such obligations are enforceable in
accordance with their respective terms.
(ii) Each of the Other Transaction Documents is, and all of the obligations created thereunder
are, under all applicable laws, legal, valid and binding on the each of the parties thereto, and
enforceable against each of the parties thereto in accordance with their respective terms.
(iii) Each natural person executing the Security Deed, the Fixture Financing Statement or the
Other Transaction Documents is legally competent to do so and has sufficient legal competency to
carry out such person’s role in the Loan Transactions.
(iv) All signatures on the Security Deed, the Fixture Financing Statement and the Other
Transaction Documents are genuine.
(v) All Loan Documents and other documents submitted to us as originals are authentic; all
Loan Documents and other documents submitted to us as certified or photostatic copies conform to
the original document; all documents submitted to us for review are accurate and complete; and all
public records reviewed are accurate and complete.
(vi) The terms and conditions of the Loan Transactions as reflected in the Loan Documents have
not been amended, modified or supplemented by any other agreement or understanding of the parties
or waiver of any of the material provisions of the Loan Documents, and there is no understanding or
agreement not embodied in the Loan Documents between or among parties to the Loan Transactions that
would modify any term of any of the Loan Documents or any right or obligation of a party.
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(vii) Borrower has, before or concurrently with the execution, delivery and recordation in the
Recording Office of the Security Deed, sufficient rights in the Georgia Real Property conveyed by
the Security Deed to convey security title to the Georgia Real Property to Grantee and to create
the liens, security title and security interest in the Georgia Real Property purported to be
created by the Security Deed. Borrower has, before or concurrently with the execution, delivery
and recordation in the Recording Office of the Security Deed, sufficient rights in the Georgia
Personal Property covered by the Security Deed for the security interest of Lender to attach
thereto, and to create the security interest in the Georgia Personal Property purported to be
created by the Security Deed.
(viii) Borrower is a corporation duly organized and validly existing under the laws of the
State of Delaware, and has the power and authority under the laws of the State of Delaware, and
under Borrower’s Articles of Incorporation and By-Laws, to own the Property and to carry on its
business as currently conducted; and Borrower maintains a public record showing Borrower to be so
organized.
(ix) The Financing Statements set forth the correct organization number for Borrower and
mailing address for which information concerning the security interest to be perfected thereby may
be obtained.
(x) The Borrower Delaware Certificate sets forth the correct legal name of Borrower, and there
has been no change in the status of Borrower since the date of issuance of the Borrower Delaware
Certificate which would be reflected in a current certificate of formation, good standing and legal
existence certificate of Borrower issued by the Secretary of State for the State of Delaware.
(xi) JPMCB (in its capacity as a Lender and in its capacity as the Administrative Agent), and
each of the Lenders in the Loan Transactions, have acted in good faith and without notice of any
defense against enforcement of rights created by, or adverse claim to any property transferred as
part of, the Loan Transactions, and each party to the Loan Transactions (other than Borrower with
respect to the State Laws to the extent applicable to the Security Deed) has complied with all laws
applicable to it that affect the Loan Transactions.
(xii) The Loan Transactions comply with any test required by law of good faith or fairness,
and each party will act in accordance with the terms and conditions of the Loan Documents.
(xiii) Each State Law for which this firm is deemed to be responsible is published or
accessible and generally available to lawyers practicing in Georgia.
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(xiv) No discretionary act of Borrower or any Guarantor or on behalf of Borrower or any
Guarantor will be taken after the date of the Loan Transactions if such act might result in a
violation of law or breach or default under any agreement, decree, writ, judgment or court order to
which Borrower or such Guarantor is a party or is subject.
(xv) Any Other Transaction Document to which Borrower or any Guarantor is a party or by which
Borrower or any Guarantor is bound will be enforced as written.
(xvi) With respect to the Loan Transactions and the Loan Documents, there has been no mutual
mistake of fact and there exists no fraud or duress.
(xvii) No issue of unconstitutionality or invalidity of a relevant State Law exists unless a
reported case has so held.
(xviii) The description of the Property is accurate and is sufficient under the State Laws to
create a binding contractual obligation; and such description of the Property will appear in and be
incorporated into each of the Security Deed and the Financing Statements.
(xix) One original of the Security Deed will have been duly and properly filed and recorded in
the Recording Office, and all necessary taxes (including, without limitation, the correct amount,
if any, of Intangible Recording Tax as required under O.C.G.A. Section 48-6-61) and fees due upon
filing or recording of the aforementioned Security Deed shall have been paid.
(xx) The Fixture Financing Statement will have been duly and properly filed and recorded in
the Recording Office, and all necessary taxes and fees due upon filing or recording of the Fixture
Financing Statement shall have been paid. Lender will timely and properly file all necessary
continuation statements with regard thereto.
(xxi) The Personalty Financing Statement will have been duly and properly filed and recorded
in each location required from time to time under applicable law, and all necessary taxes and fees
due upon filing or recording of the Personalty Financing Statement shall have been paid. Lender
will timely and properly file all necessary continuation statements with regard thereto.
(xxii) Borrower’s conveyance, grant, assignment, pledge and hypothecation of liens,
encumbrances, security title and security interests upon, in and to the Property described in the
Security Deed to secure, and as collateral for, the Loans from Lenders to Borrower and the
Guarantors are supported by adequate and fair consideration and do not constitute a fraudulent
conveyance by Borrower.
(xxiii) JPMCB, in its capacity as Administrative Agent, is not a “fiduciary” within the
meaning of O.C.G.A. Section 7-1-242.
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(xxiv) For purposes of the last sentence of Section 8(a)(ii) of the Security Deed, we have
assumed that the reference to “Grantee, or its designee” means only JPMCB or a party placing a bid
on behalf of JPMCB at a foreclosure sale.
(xxv) Neither JPMCB nor any entity that controls or is under common control with JPMCB owns or
controls a bank, bank holding company or thrift, or, if the foregoing statement is not accurate,
then JPMCB has complied with the registration requirements of O.C.G.A. § 7-1-593.
(xxvi) A portion of the Secured Obligations shall have been disbursed upon execution and
delivery of the Loan Documents by the parties thereto.
OPINIONS
Based on the foregoing, subject to the assumptions, qualifications, exceptions and disclaimers
stated herein, we are of the opinion that:
1. Borrower is authorized to transact business as a foreign corporation in the State. The
foregoing statement is based solely upon the issuance of the Georgia Borrower Certificate and is
limited in meaning to the wording of the Georgia Borrower Certificate.
2. The Security Deed contains customary and enforceable provisions such as to render the
rights and remedies of the holder thereof adequate for the practical realization against the
Georgia Real Property of the benefits of the Georgia Real Property, including realization by
exercise of the power of sale contained therein.
3. The Security Deed is in proper form for recording under the applicable State Laws, and the
Security Deed is, under the State Laws, a legal, valid and binding obligation of Borrower,
enforceable against Borrower in accordance with its terms. The Security Deed, upon due recordation
in the Recording Office, will create the liens, security title and security interest the Security
Deed purports to create in the Georgia Real Property as security for the payment of the Secured
Obligations.
4. The recording of the Security Deed and the Fixture Financing Statement in the Recording
Office are the only recordings or filings necessary to publish notice of the rights of the parties
thereto, to convey the security title to the Georgia Real Property to Grantee, and to perfect the
security interests in the Georgia UCC Collateral consisting of Georgia Fixtures created pursuant
thereto.
5. The Fixture Financing Statement is in form acceptable for filing and recording. Upon the
due and proper filing, indexing and recordation of the Fixture Financing Statement in the Recording
Office and payment of the filing and recording fees required by State Laws, the
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security interest in the Georgia UCC Collateral consisting of Georgia Fixtures will be
perfected. We note that the State UCC requires the periodic filing of continuation statements not
more than six (6) months prior to expiration of the five (5) year period after the original filing,
and not later than the expiration of said five (5) year period, in order to maintain the perfection
and priority of the security interests in the Georgia UCC Collateral consisting of Georgia Fixtures
and to maintain the Fixture Financing Statement in effect.
6. Pursuant to O.C.G.A. Section 11-9-307(e), Borrower, which is organized under the laws of
Delaware, is “located” in the State of Delaware for purposes of the State UCC. In accordance with
O.C.G.A. Section 11-9-301(1), while Borrower is “located” in the State of Delaware, the laws of the
State of Delaware govern the perfection, the effect of perfection or non-perfection and the
priority of a security interest in the Georgia Personal Property (excluding the Georgia Fixtures).
Therefore, under State Laws, the laws of the State of Delaware would determine the appropriate
filing office, content and effectiveness of the Personalty Financing Statement.
7. Under the State Laws, and subject to and upon confirmation of the exercise of the power of
sale in accordance with the provisions of O.C.G.A. Section 00-00-000, the exercise of the power of
sale under the Security Deed will not in any manner restrict, affect or impair the obligations of
the Borrower with respect to the Secured Obligations or the rights and remedies of “Grantee” under
the Security Deed with respect to the foreclosure or enforcement in the State of any other security
interests or liens securing the Secured Obligations to the extent that a deficiency remains unpaid
after application of the proceeds of such exercise of the power of sale in accordance with the
State Laws.
8. No state or local taxes, fees or other charges, including recording, filing, privilege,
documentary stamp, intangibles or other taxes must be paid in connection with the execution,
delivery, recordation or enforcement of the Security Deed, except for nominal recording fees and
the Georgia Intangible Recording Tax pursuant to O.C.G.A. Section 48-6-61 payable upon the
recordation of the Security Deed, if the Security Deed secures a “long term note secured by real
estate.” Section 560-11-8-.03(3) of the State Revenue Rules defines a “long term note” as any
“note representing credits secured by real estate by means of ... deed to secure debt, ... or any
other form of security instrument, when any part of the principal of the note falls due more than
three years from the date of the note or from the date of any instrument executed to secure the
note and conveying or creating a lien or encumbrance on real estate for such purpose.” Under
O.C.G.A. Section 48-6-61, there is imposed an intangible recording tax (the “Intangible Recording
Tax”) at the rate of $1.50 for each $500.00 or fraction thereof of the face amount “of the note
secured by the recording of the security instrument,” which is payable to the collecting officer of
the County at the time the Security Deed is filed for record in the Recording Office. O.C.G.A.
Section 48-6-61 states that the “maximum amount of any intangible recording tax payable . . . with
respect to any single note shall be $25,000.00.” Section 560-11-8-.02 of the
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State Revenue Rules, however, provides that the maximum amount of Intangible Recording Tax on
a single security instrument is $25,000.00. Because the Maturity Date of the Secured Obligations
(including any extension and renewal options which may be exercised by the Borrower) is April 30,
2012, based upon O.C.G.A. Sections 48-6-60(4) and 48-6-61, it is our opinion that Intangible
Recording Tax must be paid upon recordation of each Security Deed unless an exemption from the
Intangible Recording Tax applies. Section 560-11-8-.14 of the State Revenue Rules provides that
“any . . . deed to secure debt . . . is not subject to intangible recording tax where . . . the
instrument is recorded pursuant to a plan of reorganization confirmed under Chapter 11 of the U.S.
Code and where the instrument is accompanied by documentation verifying confirmation of the plan of
reorganization.” So long as the Security Deed is recorded together with a certified copy of the
confirmation order verifying confirmation of the plan of reorganization confirmed under Chapter 11
of the U.S. Code, it is our opinion that the Security Deed is exempt from the Intangible Recording
Tax and that no Intangible Recording Tax must be paid upon recordation of the Security Deed.
9. Under the State Laws, a foreign corporation is not required solely as a lender making loans
or extending credit secured by real property in the State of Georgia to procure a certificate of
authority to transact business or otherwise qualify to do business in the State. As such, neither
the Grantee under the Security Deed, JPMCB nor any of the Lenders shall, solely by reason of the
execution, delivery and performance of the obligations of Borrower and Lenders under the Loan
Documents (and the filing or recordation of the Security Deed or the Fixture Financing Statement),
(a) be required to qualify to do business in the State of Georgia or to comply with the
requirements of any foreign registration or qualification statue of the State, (b) be subject to
taxation by the State, or any political subdivision of the State (except for the Intangible
Recording Tax and State income taxes), (c) be required to make any filing with any court or other
judicial administrative body in or of the State preceding enforcement in order to carry out any of
the transactions contemplated by the Loan Documents or to avail itself of any remedies provided by
the Security Deed, or (d) be required to file any designation for service of process or file any
reports or comply with any statutory or regulatory requirements applicable only to financial
institutions chartered or qualified or required to be chartered or qualified to do business in the
State. We express no opinion with respect to the foregoing matters addressed in this Opinion,
however, in the event that: (i) any Lender or any affiliate of any Lender acquires title, directly
or indirectly, to all or any part of the Property by foreclosure, deed in lieu of foreclosure,
exercise of any power of sale or otherwise; or (ii) any Lender or any affiliate of any Lender takes
possession of, or otherwise operates, directly or indirectly, all or any part of the Property.
10. The Loan Documents do not violate any code, order, law or regulation of the State, or, to
our knowledge, any code, order, law or regulation of any county, municipal agency, body or
tribunal or any public benefit corporation, or other government or quasi-governmental authority,
including without limitation, any provision thereof regulating or restricting the
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amounts payable as interest, principal or otherwise to the Lenders or the Borrower, as the
case may be, further including, without limitation, the Usury Laws and any provisions thereof
regulating or restricting amounts payable as Interest Charges.
11. Subject to and upon confirmation of the exercise of the power of sale in accordance with
the provisions of O.C.G.A. Section 00-00-000, there is no “single action” rule in the State whereby
a lender must exercise all its remedies against all parties responsible for indebtedness or all
collateral securing such indebtedness in a single proceeding.
12. The priority of the security title conveyed by the Security Deed in respect of all
advances of credit up to the Maximum Indebtedness for each of the Loans made by Lenders under the
Loan Documents on and after the Filing Date will be determined by the Filing Date.
13. The priority of the security title conveyed by the Security Deed will not be affected by
(a) any prepayment of any portion of the Secured Obligations (except in the event of any prepayment
of the entirety of the outstanding balance of the Secured Obligations), or (b) any reduction in the
outstanding amount of the Secured Obligations for time to time (except in the event of any
reduction of the outstanding balance of the Secured Obligations to zero).
14. In the event the advances under the Loans at any time exceed the Maximum Indebtedness, the
priority of the Security Title created by the Security Deed will not be affected at the time of
such advance to the extent of such Maximum Indebtedness.
QUALIFICATIONS, EXCEPTIONS AND DISCLAIMERS
In addition to the assumptions set forth above, the opinions set forth above are also subject
to the following qualifications, exceptions and disclaimers:
(a) We express no opinion with respect to the status of title to any of the Property, either
expressly, by implication (for example, that enforceability of a remedy may be dependent upon the
title to or ownership of the Property or any part thereof) or otherwise.
(b) We express no opinion with respect to the relative priority of the liens, assignments,
pledges, hypothecations, security titles or security interests created by the Security Deed or the
Financing Statements.
(c) Other than respect to our Opinion regarding Usury Laws set forth in Opinion 10, we express
no opinion with regard to any of the Loan Documents or any of the Other Transaction Documents,
other than the Security Deed and the Fixture Financing Statement. Furthermore, we express no
opinion with respect to other matters affecting Borrower, any property other than the Property, or
any matters of law affecting the Loan Transactions other than as expressly set forth in this
Opinion Letter.
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(d) The enforceability Opinion set forth above in Opinion 3 is subject to the qualification
that certain provisions of the Security Deed may not be enforceable; nevertheless, such
unenforceability will not render the Security Deed invalid as a whole or preclude: (A) the judicial
enforcement of the obligation of the Borrower to repay the principal, together with interest
thereon, as provided in the Credit Agreement, as limited by the qualifications in paragraph (g)
below to the usury Opinion set forth above in Opinion 10, and subject to the obligation to confirm
an exercise of power of sale pursuant to O.C.G.A. Section 00-00-000 as a prerequisite to the
collection of any deficiency judgment; (B) the acceleration of the obligation of Borrower to repay
such principal, together with such interest, upon a material default by Borrower in the payment of
such principal or interest; and (C) the non-judicial foreclosure of the security title to the
Georgia Real Property by exercise of power of sale pursuant to the Security Deed in accordance with
State Law upon maturity of the indebtedness evidenced by the Credit Agreement or upon acceleration
pursuant to clause (B), above.
(e) The Opinion set forth above in Opinion 9 is based upon the assumption that Lenders do not
maintain offices in the State, do not own property in the State and do not otherwise transact
business, directly or indirectly, in the State. Moreover, we express no opinion as to whether
Lenders must register as a foreign entity or qualify to do business in the State: (A) as a result
of the particular legal or regulatory status of any Lender or the compliance or non-compliance by
any Lender with any laws or regulations applicable to it on account of its particular legal or
regulatory status; (B) in the event any Lender or any affiliate thereof acquires title, directly or
indirectly, to all or any part of the Property by foreclosure, deed in lieu of foreclosure,
exercise of power of sale or otherwise (except to the extent O.C.G.A. § 14-2-1501(b)(9) provides
that “[o]wning, without more, real or personal property” does not constitute transacting business
within the meaning of O.C.G.A. § 14-2-1501(a)); (C) in the event any Lender or any affiliate
thereof takes possession of or operates, directly or indirectly, all or any part of the Property,
or any other property located in the State; (D) in the event that any Lender, directly or
indirectly, now or hereafter conducts any business in the State; or (E) in the event that any
Lender is or were to become an “alien corporation,” in which event compliance with O.C.G.A. Section
16-14-15 is or would be required. Pursuant to O.C.G.A. Section 16-14-3(1), the term “alien
corporation” means a corporate organization organized under laws other than the laws of the United
States or the laws of any state of the United States.
(f) No opinions are expressed with respect to perfection of (A) possessory security interests
in any of the Property; (B) security interests in chattel paper, negotiable documents, instruments
or investment property or securities which are a part of the Property; and (C) security interests
in any Georgia Personal Property and Georgia Fixtures which cannot be perfected by filing the
Fixture Financing Statement.
(g) No opinion is expressed with respect to the compliance with the Usury Laws of any
provisions in the Security Deed: (A) that purport to permit Interest Charges,
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Page 11
however denominated and regardless of whether or not denominated as interest, to be charged,
paid, collected or contracted for at a rate in excess of five percent (5%) per month if and to the
extent a violation of O.C.G.A. Section 7-4-18 results (whether due to prepayment, acceleration,
redemption, cancellation, termination or otherwise); or (B) that purport to permit interest to be
charged or paid on interest if and to the extent such provisions result in a violation of O.C.G.A.
Section 7-4-17. No opinion is expressed with respect to the enforceability or collectability of
any payment required to be paid under the Security Deed which is determined to be a penalty or
unreasonable.
(h) Each of the Opinions herein contained covers only those matters both essential to the
conclusion stated by the Opinion and, based upon prevailing norms and expectations found among
experienced legal practitioners in the State, reasonable in the circumstances. Other matters are
not included in any Opinion by implication. The following matters, including their effects and the
effects of noncompliance, are not covered by implication or otherwise in any Opinion, unless
coverage is specifically addressed in this opinion letter: (A) other than to the extent of the
Opinions set forth in Opinion 10, county, municipal or other similar laws, ordinances or
regulations of local jurisdictions (other than those of the State); (B) antitrust and unfair
competition law; (C) securities law; (D) fiduciary obligations; (E) pension and employee benefit
law, e.g., ERISA; (F) Regulations G, T, U and X of the Board of Governors of the Federal Reserve
System; (G) fraudulent transfer law; (H) environmental law; (I) zoning, land use, subdivision and
other development laws; (J) bulk transfer law; (K) tax law; (L) patent, copyright, trademark and
other intellectual property law; (M) racketeering law, e.g., RICO; (N) criminal statutes of general
application, e.g., mail fraud and wire fraud; (O) health and safety law; (P) labor law; (Q) laws
concerning national or local emergency; and (R) laws concerning access by the disabled and building
codes.
(i) The Opinions set forth in this Opinion Letter are subject in all respects to the following
exceptions:
(A) The effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the rights and remedies of creditors. This exception includes, without limitation, the
effect of the Federal Bankruptcy Code in its entirety, including matters of contract rejection,
fraudulent conveyance and obligation, turn-over, preference, equitable subordination, automatic
stay, conversion of a nonrecourse obligation into a recourse obligation, and substantive
consolidation. This exception also includes, without limitation, State Laws regarding fraudulent
transfers, obligations, and conveyances, including O.C.G.A. Sections 18-2-20 through 18-2-59, and
State Laws regarding receiverships.
(B) The effect of general principles of equity, whether applied by a court of law or equity.
This exception includes the following concepts: (1) principles governing the availability of
specific performance, injunctive relief or other traditional equitable remedies;
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(2) principles affording traditional equitable defenses (e.g., waiver, laches and estoppel);
(3) good faith and fair dealing; (4) reasonableness; (5) materiality of the breach; (6)
impracticability or impossibility of performance; (7) the effect of obstruction, failure to perform
or otherwise to act in accordance with an agreement by any person other than Borrower; (8) the
effect of O.C.G.A. Section 11-1-102(3); (9) unconscionability; (10) the possible unenforceability
of provisions requiring indemnification for, or providing exculpation, release or exemption from
liability for, action or inaction to the extent that such action or inaction involves negligence or
willful misconduct or to the extent otherwise contrary to public policy; (11) the possible
unenforceability of provisions imposing increased interest rates or late payment charges upon
delinquency in payment or default or providing for liquidated damages, or for premiums on payment,
acceleration, redemption, cancellation or termination, to the extent any such provisions are deemed
to be penalties or forfeitures; (12) the possible unenforceability of waivers or advance consents
that have the effect of waiving statutes of limitations, marshalling of assets or similar
requirements, or as to the jurisdiction of courts, the venue of actions, the right to jury trial,
or in certain cases, notice; (13) the possible unenforceability of provisions that waivers or
consents by a party may not be given effect unless in writing or in compliance with particular
requirements or that a person’s course of dealing, course of performance, or the like or failure or
delay in taking actions may not constitute a waiver of related rights or provisions or that one or
more waivers may not under certain circumstances constitute a waiver of other matters of the same
kind; (14) the effect of course of dealing, course of performance, or the like, that would modify
the terms of an agreement or the respective rights or obligations of the parties under an
agreement; (15) the effect of O.C.G.A. Section 13-1-11 on provisions relating to attorney’s fees;
(16) the possible unenforceability of provisions stating that determinations by a party or a
party’s designee are conclusive or presumed correct; (17) the possible unenforceability of
provisions permitting modifications of an agreement only in writing; (18) the possible
unenforceability of provisions that the provisions of an agreement are severable; (19) the effect
of State Laws requiring mitigation of damages; (20) the possible unenforceability of provisions
permitting the exercise, under certain circumstances, of rights without notice or without providing
opportunity to cure failures to perform; (21) the effect of provisions as to rights of set-off
otherwise than in accordance with applicable State Laws; (22) the possible unenforceability of
certain self-help and non-judicial remedies, such as a right, without judicial process, to enter
upon, to take possession of, to collect, retain, use and enjoy rents, issues and profits from
property, or to manage property; (23) the effect of provisions respecting sale or disposal of
collateral or property otherwise than in compliance with applicable State Laws; (24) the effect of
provisions purporting to entitle a party, as a matter of right and without court approval after
required showings, to the appointment of a receiver or to obtain a writ of possession without
notice or a hearing; (25) the effect of provisions purporting to alter the rule of contract
construction that a contract shall be construed against the drafter thereof; and (26) the possible
unenforceability of provisions whereby Borrower purports to appoint Lender as Borrower’s
attorney-in-fact with full power and
XX Xxxxxx Xxxxx Bank, N.A.
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Page 13
authority to take actions and execute documents for and on behalf of Borrower (except in
connection with the exercise of the power of sale in accordance with the Security Deed).
(C) The rights of the United States under the Federal Tax Lien Act of 1966, as amended.
(D) The possible unenforceability of provisions purporting to waive rights or defenses of
guarantors.
(E) The possible unenforceability of any provisions in the Loan Documents which purport to
subordinate the rights of parties (other than parties to the Loan Transactions) in and to the
Property to the rights of the Lenders or the security title, security interests, assignments,
pledges, hypothecations and encumbrances of the Security Deed, or both.
(j) Our Opinions: (A) are qualified to the extent that the perfection of a security interest
may be lost under circumstances set forth in O.C.G.A. Section 11-9-315 with respect to Georgia UCC
Collateral that is converted into proceeds; (B) do not cover future events that might affect
perfection; and (C) are qualified to the extent that federal law has preempted the State UCC with
respect to the validity, enforceability or perfection of security interests in the Georgia Personal
Property or the Georgia Fixtures.
(k) Our Opinions are subject to the following additional exceptions, assumptions and
qualifications: (A) we note that Section 552 of the Federal Bankruptcy Code limits the extent to
which property acquired by a debtor after commencement of a case under the Federal Bankruptcy Code
may be subject to a security interest arising under a security agreement entered into by the debtor
prior to the commencement of such case; (B) we express no opinion with respect to the perfection of
any security interest in any of the Property consisting of goods that are standing timber to be
cut, farm products, consumer goods, as-extracted collateral, or goods covered by certificate of
title; (C) we call your attention to the fact that the perfection of a security interest perfected
by the filing of a financing statement in the State will be terminated (1) pursuant to O.C.G.A.
Section 11-9-507(c), as to any property covered thereby which is acquired by a debtor more than
four months after such debtor so changes its name as to make the financing statement seriously
misleading unless an amendment to the financing statement which renders the financing statement not
seriously misleading is filed before the expiration of such four-month period, (2) pursuant to
O.C.G.A. Section 11-9-316, four months after a debtor changes its location, which, for a
“registered organization” (as such term is defined in the State UCC), includes becoming organized
under the laws of a state other than the State, and (3) pursuant to O.C.G.A. Section 11-9-316, one
year after the transfer of any Georgia UCC Collateral by the debtor to a person that thereby
becomes a debtor and is located in another jurisdiction, including without limitation any merger or
consolidation of the debtor into another person, unless such security interest becomes perfected
under the laws of such other jurisdiction
XX Xxxxxx Chase Bank, N.A.
April 30, 2007
Page 14
prior to such termination; (D) we express no opinion as to the validity, perfection or
priority of the security interest with respect to any Georgia UCC Collateral in the possession of
Borrower on a “sale on approval” basis or a “consignment” basis; (E) we call your attention to the
fact that any security interest created under the Security Deed in any of the Property consisting
of accounts, chattel paper or general intangibles may be subject to the rights, claims or defenses
of the account debtor obligated thereon and to the terms of any applicable agreement between
Borrower and such account debtor; (F) we call your attention to the fact that the Security Deed is
not effective as a fixture filing under State Laws; and (G) we call your attention to the fact that
title to the Georgia Real Property shall revert to the Borrower or its successors or assigns at the
expiration of seven (7) years from the maturity date of the Term Loan and the Revolving Loan or the
maturity of the last installment thereof as stated in the Security Deed, as recorded, unless prior
thereto Lender or its successors or assigns shall have complied with the provisions of O.C.G.A.
Section 44-14-80(b) or (c).
(l) Our Opinion as to the validity, enforceability and binding effect of any assignment of
rents contained in the Security Deed is qualified by the effect, if any, of the holding in the case
styled In re: Polo Club Apartments Associates Limited Partnership f/k/a Ashley Creek
Associates, Limited Partnership, United States Bankruptcy Court, Northern District of Georgia,
Atlanta Division, Chapter 7 Case No. A89-14227 (see Order dated January 11, 1993), in which the
Court stated “a security deed grantee out of possession is not presently entitled to receive rents
merely upon the occurrence or existence of default. The grantor being in possession and receiving
rents may not be disturbed in his right to the rents by the security deed grantee until he takes
possession or takes other appropriate action to subject the land and rents to the debt. This means
that affirmative action or positive steps must be taken by security deed grantee before there is a
present right to receive rents under such written rent assignment.”
(m) We express no opinion as to the enforceability of those portions of the indemnity
provisions or the representation, warranties or covenants of the Security Deed which purport by
their terms to survive for indeterminate time periods. Furthermore, we express no opinion
regarding the survival of any agreements, terms, conditions provisions or warranties contained in
the Security Deed after the payment in full and performance of the Secured Obligations, including,
without limitation, the provisions of Section 15.15(f) of the Security Deed.
(n) Other than to the extent of the Opinion regarding Usury Laws set forth in Opinion 10, we
express no opinion as to the enforceability of any provision of any of the Loan Documents or any
other Other Transaction Documents which is incorporated by reference into the Security Deed or as
to the effect of any such provision on the enforceability of the Security Deed or on any of our
Opinions set forth in this Opinion Letter.
XX Xxxxxx Xxxxx Bank, N.A.
April 30, 2007
Page 15
(o) We express no opinion as to the laws of any jurisdiction other than the State and
applicable federal laws. We expressly disclaim any duty or obligation to supplement or update this
Opinion Letter if any applicable State Laws change after the date of this Opinion Letter, or if we
become aware of any facts that might change the Opinions expressed above after the date of this
Opinion Letter.
(p) We express no opinion as to the right of Lenders to terminate Borrower’s tenancy of all or
any part of the Property after foreclosure without first having given the notice required by State
Laws.
(q) The Opinion Giver has relied, without investigation, upon facts asserted by the parties to
the Loan Transactions in representations and warranties embodied in the Loan Documents; provided:
(A) if not established by a Public Authority Document, the facts do not constitute a statement,
directly or in practical effect, of the legal conclusion in question; (B) the person or entity
providing facts is, in this firm’s professional judgment, an appropriate source; and (C) if the
facts are set forth in a certificate, this firm has used reasonable professional judgment as to its
form and content.
(r) The Opinions set forth above in Opinions 12, 13 and 14 are subject to the qualification
that the following matters may affect the priority of the security title conveyed by the Security
Deed: (A) the loss of priority of advances made after a Petition for Relief under the Federal
Bankruptcy Code has been filed by or on behalf of Borrower; (B) the loss of priority of advances to
the lien of real estate taxes or assessments imposed on the land by governmental authorities
arising after the Filing Date; (C) matters not appearing of record as the Filing Date, but of which
any of the Lenders had actual or constructive notice on and as of the Filing Date; (D) the loss of
priority to a federal tax lien of any advance made more than forty-five days after a notice of
federal tax lien has been filed in the public records; (E) the loss of priority of advances to any
federal or state environmental protection lien; (F) the loss of priority of advances to the lien of
mechanic’s liens claims against the land after the Filing Date and (G) matters disclosed in the
Intercreditor Agreement.
XX Xxxxxx Chase Bank, N.A.
April 30, 2007
Page 16
The Opinions expressed in this Opinion Letter are given solely for the benefit of Opinion
Recipient in connection with the Security Deed and the Fixture Financing Statement. The Opinions
expressed in this Opinion Letter may not be relied upon, in whole or in part, by Opinion Recipient
for any other purpose or relied upon by any other person, firm or corporation for any purpose,
without our prior written consent. The Opinions expressed in this letter are rendered as of the
date hereof, and we express no opinion as to circumstances or events that may occur subsequent to
such date.
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Very truly yours,
XXXXXXXXXX XXXXXXXX LLP
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By: |
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Xxxxx X. Xxxxxxx, a partner |
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Schedule A
Defined Terms
As used in the within and foregoing opinion letter, the following terms have the indicated
meanings:
“Federal Bankruptcy Code” means the federal statutes governing bankruptcy in effect on the
date of this Opinion Letter.
“Filing Date” means the date upon which the Security Deed is filed of record in the Recording
Office.
“Georgia Court” means a State court or a federal court sitting in the State as the forum state
and applying State conflict of law rules.
“Georgia Fixtures” means that portion of the Property consisting of goods that have become so
related to the Georgia Real Property that an interest in them arises under real property laws of
the State.
“Georgia Personal Property” means that portion of the Property which is personal property
under State Laws.
“Georgia Real Property” means that portion of the Property which is real property under State
Laws.
“Georgia UCC Collateral” means such of the Georgia Personal Property and Georgia Fixtures in
which a security interest may be created under Article 9 of the State UCC.
“Interest Charges” means all interest, fees or other charges for the use of money or extension
of credit charged, paid, collected or contracted for under the terms of the Security Deed.
“Maximum Indebtedness” means $1,600,000,000.00.
“O.C.G.A.” means the Official Code of Georgia Annotated in effect on the date of this Opinion
Letter.
“Opinion Recipient” means JPMCB, as a Lender and as the Administrative Agent, together with
the other Lenders signatory to the Credit Agreement from time to time.
“Property” means the “Collateral” described and defined in the Security Deed.
“Public Authority Documents” means certificates issued by a governmental office or agency such
as the Secretary of State of the State, or by a private organization, which has access to and
regularly reports on governmental files and records, as to a person’s or entity’s property or
status.
“Recording Office” means the office of the Clerk of the Superior Court of Xxxxxx County,
Georgia.
“Secured Obligations” means the “First Priority Obligations” described and defined in the
Security Deed.
“State Laws” means the constitution, statutes, judicial and administrative decisions and rules
and regulations of governmental agencies of the State in effect on the date of this opinion letter.
“State Revenue Rules” means the Rules and Regulations of the Georgia Department of Revenue.
“State UCC” means the Uniform Commercial Code in effect in the State on the date of this
opinion letter.
“Usury Laws” means State Laws governing interest and usury in effect in the State on the date
of this Opinion Letter.
EXHIBIT G-3
April 30, 2007
To the Lenders, the Administrative Agent and the Collateral Agent referred to below,
c/o JPMorgan Chase Bank, N.A.
270 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: First Lien Revolving Credit and Guaranty Agreement
Ladies and Gentlemen:
We have acted as special counsel to Comair, Inc., an Ohio corporation (“Comair”), Comair
Services, Inc., a Kentucky corporation (“Comair Services”) and Delta AirElite Business Jets, Inc.,
a Kentucky corporation (“Delta AirElite” and collectively with Comair and Comair Services the
“Comair Guarantors”) in connection with the First Lien Revolving Credit and Guaranty Agreement
dated as of April 30, 2007 (the “Credit Agreement’) among Delta Air Lines, Inc., a Delaware
corporation, (the “Borrower”), Comair Holdings, LLC, a Delaware limited liability company, DAL
Global Services, LLC, a Delaware limited liability company, DAL Moscow, Inc., a Delaware
corporation, Delta Benefits Management, Inc., a Delaware corporation, Delta Loyalty Management
Services, LLC, a Delaware limited liability company, Epsilon Trading, LLC, a Delaware limited
liability company, Kappa Capital Management, LLC, a Delaware limited liability company, ASA
Holdings, Inc., a Georgia corporation, Delta Technology, LLC, a Georgia limited liability company,
Crown Rooms, Inc., a New York corporation, Comair, Comair Services, Delta AirElite and Delta
Connection Academy, Inc., a Florida corporation (each a “Guarantor” and collectively the
“Guarantors”), JPMorgan Chase Bank, N.A. as administrative agent (in such capacity, the
“Administrative Agent”), and as collateral agent for the Lenders (in such capacity, the “Collateral
Agent”). Capitalized terms not otherwise defined herein shall (unless otherwise specifically set
forth) have the meanings given to them in the Credit Agreement.
This opinion is being furnished to you pursuant to Section 4.01 (i) (iii) (B) of the Credit
Agreement. Terms used but not defined herein shall have the meanings assigned to them in the
Credit Agreement.
In giving this opinion, we have examined the following documents:
(a) the Credit Agreement;
(b) the First Lien Security Agreement;
(c) the First Lien Pledge Agreement;
To the Lenders, the Administrative Agent and the Collateral Agent
April 30, 2007
Page 2
(d) the First Lien Slot, Gate and Route Security and Pledge Agreement;
(e) the First Lien Aircraft Spare Engines and Spare Parts Mortgage and Security
Agreement;
(f) the Intercreditor Agreement;
(g) Form of Uniform Commercial Code financing statements (“Financing Statements”)
attached hereto as Annex 1 naming each of the Comair Guarantors as debtor and Collateral
Agent as secured party (with respect to Comair, the “Ohio Financing Statement” and with
respect to Delta AirElite and Comair Services, the “Kentucky Financing Statements”).
(h) Certificates of the Secretary of State of Ohio and Kentucky with respect to the
good standing of each of the Comair Guarantors, each dated April 16, 2007;
(i) The Articles of Incorporation and Code of Regulations of Comair in the form
attached to the Certificate of Secretary dated April 30, 2007;
(j) The Articles of Incorporation and By-Laws of each of Comair Services and Delta
AirElite in the form attached to the Certificate of Secretary dated April 30, 2007; and
(k) the resolutions of the respective boards of directors of each of the Comair
Guarantors, in each case, attached to the Certificates referred to in items (i) and (j)
above.
The documents listed in items (a) through (g) above are sometimes hereinafter referred to as
the “Credit Documents”, and the documents listed in items (b), (c), (d) and (e) are sometimes
hereinafter referred to as the “First Lien Collateral Documents.”
In giving this opinion, we have relied as to matters of fact material to the opinions
expressed herein upon the representations and warranties contained in the Credit Agreement. We
have made no independent investigation of such facts and assume no obligation to do so. We have
also assumed in rendering this opinion the authenticity of all documents submitted to us as
originals and the due authorization, execution and delivery of the Credit Agreement, in each case,
in the manner required by the Credit Agreement by the respective parties thereto. In all such
examinations we have assumed, and have not independently verified, the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all documents submitted to
us as originals, the conformity with the originals of all documents submitted to us as copies, and
the accuracy of all factual statements of parties (other than the Subsidiaries) made on or before
the date hereof (and have relied thereon as we have deemed appropriate). We have also assumed that
each agreement referred to herein constitutes the legal, valid and binding obligation of each party
thereto, enforceable against each such party in accordance with its terms.
To the Lenders, the Administrative Agent and the Collateral Agent
April 30, 2007
Page 3
Based upon and subject to the foregoing, and subject further to the assumptions, limitations
and qualifications set forth below, it is our opinion that:
1. Each of the Comair Guarantors is a corporation validly existing and in good standing under
the laws of the respective State of its incorporation.
2. Each of the Comair Guarantors has all requisite corporate power and authority and has taken
all requisite corporate action necessary to enter into the Credit Documents and perform its
obligations under the Credit Documents and to consummate the transactions contemplated in the
Credit Documents.
3. Each of the Credit Documents has been duly authorized, executed and delivered by each of
the Comair Guarantors party thereto.
4. The execution and delivery by each Comair Guarantor of the Credit Documents to which it is
a party, and the performance by each Comair Guarantor of its obligations under and granting of
security pursuant to the Credit Documents to which it is party, will not contravene the certificate
of incorporation, by-laws or code of regulations, as applicable of the relevant Comair Guarantor,
and, to the best of our knowledge, after reasonable investigation, other than the filing of the
Financing Statements, no consent, approval, authorization, order of, registration or qualification
with, any governmental body or agency in the State of Ohio or the Commonwealth of Kentucky, is
required for the performance by each of the Comair Guarantors of its obligations under and granting
of security pursuant to the Credit Documents to which it is a party.
5. The Ohio Financing Statement is in proper form for filing in the Office of the Secretary of
State of Ohio, and upon the filing in such office and paying the applicable filing fee, the
security interest created by the First Lien Collateral Documents in favor of the Collateral Agent
in that portion of the Collateral in which a security interest is perfected by filing a financing
statement in the Ohio filing office will be perfected.
6. The Kentucky Financing Statements are in proper form for filing in the Office of the
Secretary of State of Kentucky, and upon the filing in such office and paying the applicable filing
fee, the security interest created by the First Lien Collateral Documents in favor of the
Collateral Agent in that portion of the Collateral in which a security interest is perfected by
filing a financing statement in the Kentucky filing office will be perfected.
The foregoing opinions are subject to the following qualifications:
(a) We are qualified to practice law in the State of Ohio and Commonwealth of Kentucky
and do not express any opinion concerning any laws other than the laws of the State of Ohio
and Commonwealth of Kentucky. Further, we do not purport to give any opinion regarding the
securities laws in any jurisdiction, or the Federal Aviation Act of 1958 (49 USC 101 et
seq.) or the regulations promulgated thereunder (including the
To the Lenders, the Administrative Agent and the Collateral Agent
April 30, 2007
Page 4
authority of any Comair Guarantor to operate as an air carrier thereunder) or with
respect to the Employee Retirement Income Security Act of 1974, as amended.
(b) The security interest in any of the UCC Collateral will not be enforceable (i) with
respect to, or attach to, any UCC Collateral until value has been given and the Company has
rights in such Collateral and (ii) against the competing interests of those third parties
who would, in accordance with the provisions of the Uniform Commercial Code, take free of
the security interest, notwithstanding its perfection.
(c) We express no opinion with respect to:
i. the rights of each Comair Guarantor in, title to or legal or beneficial
ownership of any of the Collateral, or any Collateral acquired after the date
hereof;
ii. the priority of any security interest in the Collateral;
iii. any Collateral that (A) is not governed by Chapter 1309 of the Ohio
Revised Code (and not excluded therefrom by Section 1309.109(C) or (D) of the Ohio
Revised Code including any property which is subject to the Federal Aviation Act or
the Convention on International Interest in Mobile Equipment and/or the protocol
thereto on matters specific to Aircraft Equipment) with respect to Comair or (B) is
subject to Section 1309.311 or Section 1309.501(A)(1) of the Ohio Revised Code with
respect to Comair or (C) is a trademark; and
iv. any Collateral that (A) is not governed by Chapter 355 of the Kentucky
Revised Statutes (and not excluded therefrom by Section 355.9-109 (3) or (4) of the
Kentucky Revised Statutes including any property which is subject to the Federal
Aviation Act or the Convention on International Interest in Mobile Equipment and/or
the protocol thereto on matters specific to Aircraft Equipment) with respect to
Delta AirElite or Comair Services or (B) is not subject to Section 355.9-311 Or
Section 355.9-501(1) of the Kentucky Revised Statutes with respect to Delta AirElite
or Comair Services.
(d) Notwithstanding any of the foregoing, we express no opinion as to the validity,
binding nature or enforceability of any of the Credit Documents, and we have assumed that
the First Lien Security Agreement creates a valid security interest in the Collateral
described in paragraphs 5 and 6 above express no opinion as to the attachment of any
security interest.
(e) Our opinion with respect to valid existence and good standing is based solely on
our review of the Certificates referred to in item (h) above.
To the Lenders, the Administrative Agent and the Collateral Agent
April 30, 2007
Page 5
(f) Our opinions contained herein are subject to compliance with federal bankruptcy
laws, rules and regulations applicable to the Comair Guarantors and the Credit Documents.
We do not purport to give an opinion regarding the Bankruptcy Code or its effect on the
authorization, execution or delivery of the Credit Documents by the Comair Guarantors
(including the power or authority of the Bankruptcy Court to issue any orders relating to
the Credit Documents or authorize the transactions contemplated by the Credit Documents).
(g) For purposes of this opinion, we have assumed that a plan of reorganization has
been confirmed and is effective with respect to each of the Comair Guarantors, and the
authorization execution, and delivery of the Credit Documents is not in violation or
contravention of such plan or the confirmation order.
We express no opinions except as expressly set forth herein, and no opinion is implied or may
be inferred beyond the opinions expressly stated herein. We assume no obligation to advise you or
any other Person or entity of any changes concerning the above, whether or not deemed material,
which may hereafter come or be brought to our attention, including but not limited to, changes
which could result from pending or future legislation, law or jurisprudence.
This opinion is being delivered for your sole benefit (and successors and permitted assigns of
each) and no other person or entity shall be entitled to rely upon this opinion without our prior
written consent, except that any Person that becomes an Administrative Agent, Collateral Agent or
Lender in accordance with the provisions of the Credit Documents may rely upon this opinion as if
it were specifically addressed and delivered to such Person on the date hereof.
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XXXXXXX, XXXXXXXX & XXXXXXX, P.L.L.
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Xxxxxxx X. Xxxxxx |
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EXHIBIT G-4
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Fort Lauderdale
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One Southeast Third Avenue |
Jacksonville
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Xxx Xxxxxxx
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Xxxxx, Xxxxxxx 00000-0000 |
Madison |
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Miami
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New York |
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Orlando
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April 30, 2007
JPMorgan Chase Bank, N.A.,
as Agent, and the Lenders party to the
Credit Agreement referred to below
Re: Delta Connection Academy, Inc.
Ladies and Gentlemen:
We have acted as special Florida counsel to Delta Connection Academy, Inc., a Florida
corporation (“Delta Connection”), in connection with the execution and delivery of and the
transactions contemplated by the First Lien Revolving Credit and Guaranty Agreement, dated as of
the date hereof (the “Credit Agreement”), among Delta Air Lines, Inc. (“Delta”), the subsidiaries
of Delta party thereto (including Delta Connection), the lenders from time to time party thereto
(the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent and as Collateral Agent (the
“Agent”), UBS Securities LLC, as Syndication Agent, X.X. Xxxxxx Securities Inc., as Co-Lead
Arranger and Joint Bookrunner, Xxxxxx Brothers Inc., as Co-Lead Arranger and Joint Bookrunner, and
UBS Securities LLC, as Joint Bookrunner. All capitalized terms not otherwise defined herein shall
have the meanings given to them in the Credit Agreement.
This opinion is furnished to you pursuant to Section 4.01(i)(iii)(C) of the Credit Agreement.
For purposes of the opinions expressed herein, we have reviewed the documents set forth on Annex A
(the “Loan Documents”).
In addition to the Loan Documents, we have examined such certificates, documents and records,
and have made such examinations of law, as we have deemed necessary to enable us to render the
opinions expressed below. In addition, we have examined, relied upon and assumed the occurrence
of, as to matters of fact in existence on the date hereof, the statements, representations and
warranties contained in the Credit Agreement, the other Loan Documents, related closing
certificates furnished to you and certificates of officers of Delta Connection, including the
Officer’s Certificate furnished to us and attached hereto as Annex B. With your permission, all
assumptions and statements of reliance herein have been made without any independent investigation
or verification on our part, and we express no opinion with respect to the subject matter or
accuracy of the assumptions or items upon which we have relied.
JPMorgan Chase Bank, N.A.,
as Agent, and the Lenders party to the
Credit Agreement
April 30, 2007
Page 2
For purposes of this opinion, the term “to our knowledge,” “known to us” or other similar
words means the actual, current knowledge of those attorneys in our law firm who have provided
substantive attention to legal matters in representing Delta Connection and we have not made any
independent investigation of the applicable facts.
The opinions expressed below are limited to matters governed by the laws of the State of
Florida. To the extent the opinions set forth below with respect to the perfection of security
interests in certain of the Collateral involve conclusions under laws of any state other than
Florida, such opinions are based solely on our review of Articles 8 and 9 of the Uniform Commercial
Code as in effect in the State of Florida (the “Florida UCC”), and we have assumed that Articles 8
and 9 of the Uniform Commercial Code as in effect in any such other states are the same as Articles
8 and 9 of the Florida UCC.
We have assumed the genuineness and due authorization of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original documents of all documents
submitted to us as copies or versions to be executed, and the authenticity of the originals of such
copies. We have assumed that all signatories were and are legally competent to execute and deliver
the documents executed by them. Except to the extent of our opinion in paragraph 1(c) below, we
have also assumed that each Loan Document was duly executed and delivered by the parties thereto by
the duly authorized representatives of such parties, that “value” has been given to Delta
Connection pursuant to the Loan Documents and that Delta Connection “has rights” in the respective
Collateral in which it has granted a security interest under the Security Documents (as defined in
Annex A) (within the meaning of the term “value” and the expression “has rights” for the purposes
of Article 9 of the Florida UCC). We have further assumed that the Confirmation Order is a final
order.
In rendering the opinions set forth herein (except to the extent of our opinion in paragraph 1
below), we have further assumed that:
(a) all the parties to the Loan Documents are duly organized or formed, validly existing, and
either in good standing or, in the case of Florida entities, in “active” status, under the laws of
the respective jurisdictions of organization or formation thereof, are authorized or qualified to
do business in each jurisdiction where it is necessary to do so, and have the requisite corporate
or other power and authority to enter into such Loan Documents and to perform their respective
obligations thereunder;
(b) the execution and delivery of, and the performance by the parties of their respective
obligations under, the Loan Documents have been duly authorized by all necessary corporate or other
action and proceedings on the part of such parties;
(c) the respective terms and provisions of each Loan Document do not, and the execution,
delivery and performance thereof by each of the parties thereto other than Delta Connection will
not, violate or conflict with the certificate or articles of incorporation, bylaws, certificate of
organization, operating agreement, partnership agreement or equivalent
JPMorgan Chase Bank, N.A.,
as Agent, and the Lenders party to the
Credit Agreement
April 30, 2007
Page 3
organizational documents of
any such other party, any contract, document, instrument, agreement or indenture to which it is a
party or by which it is created or bound, or any law, order or decree of any court, administrative
agency or other governmental authority applicable to any such other party; and
(d) any documents or instruments that are required to be recorded or filed, other than the
Florida Financing Statement (as defined in Annex A), have been or will be so recorded or filed and
all applicable recording and filing fees therefor have been or will be paid.
Based on the foregoing, and subject to the qualifications and limitations stated herein, we
are of the opinion that, as of the date hereof:
1. Delta Connection (a) is a corporation incorporated under the laws of the State of Florida
and its status is active, (b) has the corporate power and authority to execute, deliver and perform
each of its obligations under the Loan Documents to which it is a party, and to grant the security
interests to be granted by it pursuant to the Security Documents to which it is a party, and (c)
has duly authorized the execution, delivery and performance of each of the Loan Documents to which
it is a party.
2. Neither the execution, delivery or performance by Delta Connection of the Loan Documents to
which it is a party, nor the consummation by Delta Connection of the transactions contemplated
thereby (including, without limitation, the guaranty of the borrowings and the granting of the
security interests by it thereunder) and, will constitute a breach or default under or a violation
of (a) any of the terms, conditions or provisions of any order, writ, judgment or decree known to
us to which Delta Connection is a party or subject, or (b) any present statute, rule or regulation
of the State of Florida binding on Delta Connection. Neither the execution,
delivery or performance by Delta Connection of the Loan Documents to which it is a party nor
the consummation by Delta Connection of the transactions contemplated thereby (including, without
limitation, the guaranty of the borrowings and the granting of the security interests by it
thereunder) will constitute a breach or default under or a violation of any of the terms,
conditions or provisions of the Articles of Incorporation or Bylaws of Delta Connection. Except
for (i) the filing of the Florida Financing Statement in the Florida Secured Transaction Registry
and (ii) such consents, approvals, authorizations, registrations, declarations and filings as have
heretofore been obtained or made by Delta Connection, no authorization, consent or approval or
other action by, the State of Florida is required in connection with the execution, delivery and
performance by Delta Connection of the Loan Documents to which it is a party.
3. The filing of the Florida Financing Statement, together with the payment of any required
filing fees, in the Florida Secured Transaction Registry is sufficient to perfect the security
interest created by the Security Documents in the interest of Delta Connection in those types of
collateral (other than fixtures, farm products, timber and as-extracted collateral) in which a
security interest may be perfected by the filing of a financing statement under the Florida UCC
(the “UCC-1 Collateral”).
JPMorgan Chase Bank, N.A.,
as Agent, and the Lenders party to the
Credit Agreement
April 30, 2007
Page 4
4. (a) You also have requested our opinion as to the enforceability under Florida law of the New
York choice of law provisions contained in the Loan Documents. You have advised us that the Agent
has its principal place of business in New York; that the Loan Documents will be held by the
holders thereof in New York; and that the proceeds advanced under the Credit Agreement have been or
will be disbursed by the Agent to the Borrower with funds wired from New York. In addition, we
note that by their terms the Loan Documents expressly select the laws of the State of New York as
the law governing their interpretation; that the Loan Documents were delivered to the Agent in New
York; and that payments required to be made under the Credit Agreement are payable in the State of
New York.
(b) Based upon the foregoing assumptions and facts, it is our opinion that it is more likely
than not that a “normal” and “reasonable” relationship exists between the transaction evidenced by
the Loan Documents and the State of New York, and therefore, under the holding of Continental
Mortgage Investors v. Sailboat Key, Inc., 395 So. 2d. 507 (Fla. 1981), and the line of
subsequent related decisions, while the matter is not free from doubt, it is our opinion that, if
the matter were properly presented today to a court in Florida having jurisdiction, and assuming
interpretation of the relevant law on a basis consistent with existing authority, it is more likely
than not that a Florida court (or a federal court applying Florida choice of law rules) would
conclude as binding the designation of New York as the jurisdiction whose law is to govern the
provisions of the Loan Documents.
The opinions expressed herein are also subject to the following qualifications and
limitations:
A. We express no opinion with respect to the applicability of Section 547 or Section 548 of
the Bankruptcy Code or any other preference or fraudulent conveyance provision. In particular, we
express no opinion as to whether the indebtedness evidenced by the Credit Agreement constitutes new
value or whether a subsidiary may guarantee or otherwise become liable for, or pledge its assets to
secure, indebtedness incurred by its parent or another subsidiary of its parent, except to the
extent such subsidiary may be determined to have received a benefit from the incurrence of such
indebtedness by its parent or such other subsidiary, or as to whether such benefit may be measured
other than by the extent to which the proceeds of the indebtedness incurred by the parent or such
other subsidiary are directly or indirectly made available to such subsidiary for its corporate
purposes. Additionally, Section 552 of the Bankruptcy Code limits the extent to which property
acquired by a debtor after the commencement of a case under the Bankruptcy Code may be subject to a
lien resulting from any security agreement entered into by the debtor before the commencement of
the case.
B. We express no opinion as to the legality, validity, binding nature or enforceability of any
provision of the Loan Documents.
C. We express no opinion as to the existence of, or the title of Delta Connection to, any item
of Collateral or the priority, or (except as set forth in paragraph 3 above) the perfection,
JPMorgan Chase Bank, N.A.,
as Agent, and the Lenders party to the
Credit Agreement
April 30, 2007
Page 5
of any
security interest created by the Security Documents and specifically call your attention to the
following:
(i) the effectiveness of the Florida Financing Statement terminates five years after the date
of filing unless a continuation statement with respect to such financing statement is filed prior
to such termination in accordance with the Florida UCC;
(ii) the Florida UCC provides that if the debtor so changes its name, identity or corporate
structure that a filed financing statement becomes seriously misleading, the filing is not
effective to perfect a security interest in collateral acquired by the debtor more than four months
after such change unless a new appropriate financing statement is filed before the expiration of
that period;
(iii) the Florida UCC provides that (a) if the debtor changes its “location” within the
meaning of Article 9 of the Florida UCC, the effectiveness of the financing statement naming such
debtor will lapse four months after such change of location; and (b) if the debtor transfers any of
the Collateral to a person that thereby becomes a debtor under any of the Security Documents and is
located in another jurisdiction within the meaning of Article 9 of the Florida UCC, the
effectiveness of the applicable financing statement, with respect to the Collateral transferred,
will lapse one year after such transfer;
(iv) under certain circumstances described in the Florida UCC, the rights of a secured party
to enforce a perfected security interest in proceeds of collateral may be limited;
(v) under certain circumstances described in the Florida UCC, purchasers of collateral may
take the same free of a perfected security interest;
(vi) certain types of collateral described in the Security Documents may not be perfected by
the filing of financing statements under the Florida UCC;
(vii) a transferee of money or funds from a deposit account takes such money or funds free of
a security interest in the deposit account unless the transferee acts in collusion with the debtor
in violating the rights of the secured party;
(viii) a bank with which a deposit account is maintained may exercise any right of recoupment
or set-off against a secured party that holds a security interest in the deposit account, unless
the secured party has obtained control over the deposit account by becoming the bank’s customer
with respect to such account and the set-off is based on a claim against the debtor or unless the
bank agrees otherwise in an authenticated record;
(ix) any security interest of the Agent and the Lenders: (a) with respect to “future
advances”, (b) in an interest of a party under a “lease contract”, or (c) in the “lessor’s residual
interest” in “goods,” and the perfection, in each case, of such security interests, is limited to
the extent set forth in Article 9 of the Florida UCC;
JPMorgan Chase Bank, N.A.,
as Agent, and the Lenders party to the
Credit Agreement
April 30, 2007
Page 6
(x) we express no opinion with respect to the perfection or enforceability of any security
interest in any of the UCC-1 Collateral consisting of claims against any government or governmental
agency (including, without limitation, the United States of America or any state thereof, or any
agency or department of the United States of America or any state thereof);
(xi) we express no opinion as to the creation, enforceability, attachment, assignment or
priority whatsoever of any security interests, or the existence of any claims, rights or other
matters, in favor of any obligor under the UCC-1 Collateral;
(xii) we express no opinion as to the creation, validity, binding effect, enforceability,
effectiveness or perfection of any security interest not governed exclusively by Article 8 or
Article 9 of the Florida UCC;
(xiii) any security interest in any of the UCC-1 Collateral which is cash or cash equivalents,
a “deposit account,” “tangible chattel paper,” “instruments,” “negotiable documents,” “certificated
securities,” “goods,” “letter of credit rights,” “investment property” and certain other types of
collateral may be subject to the rights of other persons who take, or have taken, possession,
delivery or control of such UCC-1 Collateral pursuant to Article 8 or 9 of the Florida UCC;
(xiv) any security interest in any of the UCC-1 Collateral that is subject to a statute,
regulation or treaty referred to in Article 9 of the Florida UCC is subject to the requirements of
such statute, regulation or treaty;
(xv) any security interest arising from (a) an assignment of “accounts” or “payment
intangibles” which does not by itself or in conjunction with other assignments to the same
transferee transfer a significant part of the assignor’s outstanding “accounts” or “payment
intangibles,” (b) the delivery of a “financial asset” under Article 9 of the Florida UCC, or (c) an
assignment for the benefit of all creditors of the transferor and subsequent transfers by the
assignee thereunder, is perfected when it attaches under Article 9 of the Florida UCC;
(xvi) we call to your attention that, under the Florida UCC, the failure of a secured party to
respond within two weeks after receipt of a debtor’s request for approval or correction of such
debtor’s statement of the aggregate amount of unpaid obligations or such debtor’s list of
collateral may result in a loss of that secured party’s security interest in collateral as against
persons misled by that secured party’s failure to respond, and may also result in liability of that
secured party for any loss caused to such debtor thereby; and
(xvii) any security interest in after-acquired property, any security interest in accessions,
and any security interest in contracts, agreements and accounts are subject in all respects to the
limitations set forth in the Florida UCC.
JPMorgan Chase Bank, N.A.,
as Agent, and the Lenders party to the
Credit Agreement
April 30, 2007
Page 7
D. We express no opinion with respect to the perfection of any security interest in any
collateral consisting of goods that are or are to become fixtures, standing timber to be cut, farm
products, consumer goods, as-extracted collateral, or goods covered by certificates of title.
E. We express no opinion as to the perfection or enforcement of any security interest in any
collateral that is subject to an agreement that is or purports to be non-assignable or that may not
be assigned under applicable law or regulation, other than collateral consisting of accounts,
chattel paper, general intangibles, health-care-insurance receivables, lease agreements and
promissory notes, to the extent provided in the Florida UCC, and we express no opinion regarding
the enforceability of provisions that purport to render void and of no effect any transfers of
Delta Connection’s rights in the collateral in violation of the terms of the Loan Documents.
F. We express no opinion as to the effect of any state or federal laws or regulations
applicable to the Agent or any Lender because of the Agent’s or such Lender’s legal or regulatory
status or nature of the Agent’s or such Lender’s business.
G. Our opinions in paragraph 2 above as to authorizations, consents and approvals of, or other
actions by any governmental authority, and as to statutes, rules and regulations, are based upon a
review of those laws, statutes, rules or regulations that, in our experience, are normally
applicable to the transactions of the type contemplated by the Loan Documents.
This opinion letter is limited to matters expressly stated herein and no opinions are to be
inferred or may be implied beyond the matters expressly so stated. We assume no obligation to
supplement this opinion letter if any applicable laws change after the date hereof, or if we become
aware of any facts that might change the opinions expressed above after the date hereof.
The foregoing opinions are solely for your benefit and may not be relied on by any Person,
except your permitted assignees and other Lenders under the Loan Documents, without our prior
written consent.
Very truly yours,
Annex A
Loan Documents
1. |
|
First Lien Revolving Credit and Guaranty Agreement, dated as of April 30, 2007. |
|
2. |
|
First Lien Security Agreement, dated as of April 30, 2007. |
|
3. |
|
First Lien Pledge Agreement, dated as of April 30, 2007. |
|
4. |
|
First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement,
dated as of April 30, 2007. |
|
5. |
|
First Lien Slot, Gate and Route Security and Pledge Agreement, dated as of April 30,
2007. |
|
6. |
|
Intercreditor Agreement, dated as of April 30, 2007. |
|
7. |
|
UCC-1 Financing Statement naming Delta Connection, as debtor, to be filed with the
Florida Secured Transaction Registry, a copy of which is attached hereto (the “Florida
Financing Statement”). |
Annex B
Officer’s Certificate
See attached.
Annex B to
Opinion of Counsel from
Akerman Senterfitt
dated April 30, 2007
Officer’s Certificate
April 30, 2007
The undersigned, Xxxxx Xxxxxxxxx, Vice President of Finance and Chief Financial Officer of
Delta Connection Academy, Inc., a Florida corporation (the “Company”), hereby certifies the
following matters to Akerman Senterfitt (“Counsel”) in order to induce Counsel to provide that
certain opinion of even date herewith (the “Opinion”) based, in part, upon the matters set forth in
this Officer’s Certificate (“Certificate”). Terms defined in the Loan Documents (as defined in the
Opinion) and in the Opinion shall have the same meanings when used herein, unless otherwise defined
herein.
1. Representations and Warranties True and Correct. The representations and
warranties of the Company set forth in the Loan Documents to which it is a party are true, correct
and complete as of this date, with the same effect as if made on this date.
2. Resolutions. The Company has delivered to Counsel copies of all resolutions
(copies of which are attached hereto) adopted by the Company relating to the Loan Documents and the
transactions contemplated thereby, and such actions remain in full force and effect and are the
only resolutions adopted by the Company relating to such matters. The contemplated actions set
forth therein are within the powers of the Company as set forth in its charter documents. The
foregoing documents which have been made available to you constitute all of the documents which may
affect the authorization of the Loan Documents and the transactions contemplated thereby.
3. Bylaws. The Bylaws delivered to Counsel have been in full force and effect at all
times since May 31, 1987 to and including the date hereof.
4. No Dissolution. No action has been taken by the Company in contemplation of filing
any amendment to its Articles of Incorporation or of any liquidation or dissolution of the Company,
and the Company continues to exist under the laws of the State of Florida.
5. Authorization. The undersigned is not aware, and has received no notices, that the
Company does not have the corporate or other power to conduct its business as presently conducted.
6. No Conflict. The execution, delivery and performance by the Company of the Loan
Documents to which it is a party does not breach or conflict with any material agreement,
instrument, order, writ, judgment or decree, or result in the creation of any Lien upon its
properties or assets (other than with respect to the creation of Liens pursuant to the Loan
Documents).
7. No Consent. No consent, approval, authorization, order, rule or regulation of any
governmental person or entity is required for the Company to execute, deliver and perform under the
Loan Documents to which it is a party, except those which have been previously obtained.
8. Compliance. The Company has complied with all of its obligations contained in the
Loan Documents which are required to be complied with it thereunder on or prior to the date hereof.
9. Accuracy of Statements. The undersigned hereby certifies that he is not aware of
any facts that could render any of the foregoing statements to be untrue or incomplete in any
respect.
The undersigned is rendering this Certificate in order to enable Counsel to render the
Opinion. The undersigned is aware that Counsel is relying on this Certificate in rendering the
Opinion and that this Certificate may be attached as an exhibit to such Opinion. The undersigned
has knowledge of all the facts contained herein and hereby consents to Counsel’s issuance of the
Opinion.
{Signature Page to Follow}
IN WITNESS WHEREOF, the undersigned hereunto sets his hand as of the date first above written.
EXHIBIT G-5
April 30, 2007
JPMorgan Chase Bank, N.A.
as Collateral Agent
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: Delta Air Lines, Inc. et al.
Ladies and Gentlemen:
We have acted as special Delaware counsel to Delta Air Lines, Inc., a Delaware corporation
(“Delta”), COMAIR Holdings, LLC, a Delaware limited liability company (“COMAIR Holdings”), DAL
Global Services, LLC, a Delaware limited liability company (“DAL Global”), DAL Moscow, Inc., a
Delaware corporation (“Moscow”), Delta Benefits Management, Inc., a Delaware corporation (“Delta
Benefits”), Delta Loyalty Management Services, LLC, a Delaware limited liability company (“Loyalty
Management”), Epsilon Trading, LLC, a Delaware limited liability company (“Epsilon”), and Kappa
Capital Management, LLC, a Delaware limited liability company (“Kappa Capital” and together with
Delta, COMAIR Holdings, DAL Global, Moscow, Delta Benefits, Loyalty Management, and Epsilon, the
“Companies” and each individually, a “Company”), in connection with certain matters of Delaware law
set forth below relating to (i) that certain First Lien Security Agreement dated as of April 30,
2007 (the “Security Agreement”) among Delta, each of the other entities listed on the signature
pages thereto and JPMorgan Chase Bank, N.A. (“JPMorgan”), as collateral agent for the First
Priority Secured Parties, (ii) that certain First Lien Revolving Credit and Guaranty Agreement
dated as of April 30, 2007 (the “Credit Agreement”) among Delta, each of the other entities listed
on the signature pages thereto, each of the Lenders from time to time party thereto, JPMorgan, as
administrative agent and collateral agent, X.X. Xxxxxx Securities Inc. and Xxxxxx Brothers Inc., as
co-lead arrangers and joint bookrunners, and UBS Securities LLC, as syndication agent and joint
bookrunner, (iii) that certain First Lien Pledge Agreement dated as of April 30, 2007 (the “Pledge
Agreement”) among Delta, each of the other entities listed on the signature pages thereto and
JPMorgan, as collateral agent for the First Priority Secured Parties,
JPMorgan Chase Bank, N.A.
as Collateral Agent
April 30, 2007
Page 2
(iv) that certain First Lien Slot, Gate and Route Security and Pledge Agreement dated as of
April 30, 2007 (the “SGR Pledge Agreement”) made by Delta and COMAIR, Inc., an Ohio corporation
(“COMAIR”), to JPMorgan, as collateral agent, and (v) that certain First Lien Aircraft, Space
Engines and Spare Parts Mortgage and Security Agreement dated as of April 30, 2007 (the “Aircraft
Mortgage”) made by Delta and COMAIR in favor of JPMorgan, as collateral agent. For purposes of
this opinion, (i) the term “Collateral Agent” as used herein means JPMorgan in its capacity as
collateral agent under the Security Agreement, the Pledge Agreement, the SGR Pledge Agreement
and/or the Aircraft Mortgage, as applicable, and (ii) the term “Collateral” as used herein means
the Collateral (as defined in the Security Agreement), the Collateral (as defined in the Pledge
Agreement), the Collateral (as defined in the SGR Pledge Agreement) and the Collateral (as defined
in the Aircraft Mortgage). Capitalized terms used herein and not otherwise herein defined are used
as defined in the Credit Agreement. Non-capitalized terms used in connection with the opinions
given herein with respect to matters within the scope of Article 9 of the Uniform Commercial Code
are used as defined in the Uniform Commercial Code as enacted and presently in effect in the State
of Delaware (the “Delaware UCC”), to the extent that they are defined in the Delaware UCC.
In rendering this opinion, we have examined and relied upon copies of the following documents
in the forms provided to us: the Security Agreement; the Credit Agreement; the Pledge Agreement,
the SGR Pledge Agreement; the Aircraft Mortgage; the UCC-1 Financing Statement naming Delta as
“debtor” and the Collateral Agent as “secured party” to be filed in the Office of the Secretary of
State of the State of Delaware (the “State Office”) in the form attached hereto as Exhibit 1 (the
“Delta Financing Statement”); the UCC-1 Financing Statement naming COMAIR Holdings as “debtor” and
the Collateral Agent as “secured party” to be filed in the State Office in the form attached hereto
as Exhibit 2 (the “COMAIR Holdings Financing Statement”); the UCC-1 Financing Statement naming DAL
Global as “debtor” and the Collateral Agent as “secured party” to be filed in the State Office in
the form attached hereto as Exhibit 3 (the “DAL Global Financing Statement”); the UCC-1 Financing
Statement naming Moscow as “debtor” and the Collateral Agent as “secured party” to be filed in the
State Office in the form attached hereto as Exhibit 4 (the “Moscow Financing Statement”); the UCC-1
Financing Statement naming Delta Benefits as “debtor” and the Collateral Agent as “secured party”
to be filed in the State Office in the form attached hereto as Exhibit 5 (the “Delta Benefits
Financing Statement”); the UCC-1 Financing Statement naming Loyalty Management as “debtor” and the
Collateral Agent as “secured party” to be filed in the State Office in the form attached hereto as
Exhibit 6 (the “Loyalty Management Financing Statement”); the UCC-1 Financing Statement naming
Epsilon as “debtor” and the Collateral Agent as “secured party” to be filed in the State Office in
the form attached hereto as Exhibit 7 (the “Epsilon Financing Statement”); the UCC-1 Financing
Statement naming Kappa Capital as “debtor” and the Collateral Agent as “secured party” to be filed
in the State Office in the form attached hereto as Exhibit 8 (the “Kappa Capital Financing
Statement” and together with the Delta Financing Statement, the COMAIR Holdings Financing
Statement, the DAL Global Financing Statement, the Moscow Financing Statement, the Delta Benefits
Financing Statement,
JPMorgan Chase Bank, N.A.
as Collateral Agent
April 30, 2007
Page 3
the Loyalty Management Financing Statement and the Epsilon Financing Statement, the “Financing
Statements” and each individually, a “Financing Statement”); and certifications of good standing of
each of the Companies obtained as of a recent date from the State Office. In such examinations, we
have assumed the genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to us as copies or
drafts of documents to be executed and the legal competence and capacity of natural persons to
complete the execution of documents. We have further assumed for purposes of this opinion: (i)
the due formation or organization, valid existence and good standing of each entity that is a
signatory to any of the documents examined by us under the laws of the jurisdiction of its
formation or organization; (ii) the due authorization, authentication, adoption, approval,
certification, acknowledgement, execution, filing, indexing and delivery, as applicable, of each of
the above referenced documents by each of the parties thereto; (iii) that each Financing Statement
accurately provides the mailing address of the Company named as “debtor” therein and the name and
mailing address of the Collateral Agent and sufficiently indicates the Filing Collateral (as
defined below) in accordance with Section 9-502 of the Delaware UCC; (iv) that each Company was not
originally, is not and will not be organized or existing under the laws of any jurisdiction other
than the State of Delaware; (v) that each of the Security Agreement, Credit Agreement, the Pledge
Agreement, the SGR Pledge Agreement and the Aircraft Mortgage constitutes a legal, valid and
binding agreement of each of the parties thereto and is enforceable against each of the parties
thereto in accordance with its terms; and (vi) that the documents examined by us are in full force
and effect, express the entire understanding of the parties thereto with respect to the subject
matter thereof and have not been supplemented, amended or otherwise modified, except as herein
referenced. No opinion is expressed herein with respect to the requirements of, or compliance
with, federal or state securities or blue sky laws. As to any facts material to our opinion, other
than those assumed, we have relied without independent investigation on the above-referenced
documents and on the accuracy as of the date hereof of the matters therein contained. We have not
reviewed any documents other than those referenced above in connection with rendering this opinion
and we have assumed there are no documents that are contrary to or inconsistent with the opinions
herein expressed.
Based on and subject to the foregoing and to the further assumptions and qualifications set
forth below, and limited in all respects to matters of Delaware law, it is our opinion that:
1. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement), the
Collateral (as defined in the Pledge Agreement), the Collateral (as defined in the SGR Pledge
Agreement) and the Collateral (as defined in the Aircraft Mortgage) owned or acquired by Delta (the
“Delta Collateral”), (A) the Delta Financing Statement is in sufficient form for filing with the
State Office under the Delaware UCC with respect to the portion of Delta Collateral as to which a
security interest can be perfected by filing a financing statement in the
JPMorgan Chase Bank, N.A.
as Collateral Agent
April 30, 2007
Page 4
State Office under the Delaware UCC (the “Delta Filing Collateral”), and (B) upon the proper
filing of the Delta Financing Statement in the State Office pursuant to the provisions of the
Delaware UCC, the security interest of the Collateral Agent in the Delta Filing Collateral will be
perfected.
2. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by COMAIR Holdings (the “COMAIR
Holdings Collateral”), (A) the COMAIR Holdings Financing Statement is in sufficient form for filing
with the State Office under the Delaware UCC with respect to the portion of COMAIR Holdings
Collateral as to which a security interest can be perfected by filing a financing statement in the
State Office under the Delaware UCC (the “COMAIR Holdings Filing Collateral”), and (B) upon the
proper filing of the COMAIR Holdings Financing Statement in the State Office pursuant to the
provisions of the Delaware UCC, the security interest of the Collateral Agent in the COMAIR
Holdings Filing Collateral will be perfected.
3. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by DAL Global (the “DAL Global
Collateral”), (A) the DAL Global Financing Statement is in sufficient form for filing with the
State Office under the Delaware UCC with respect to the portion of DAL Global Collateral as to
which a security interest can be perfected by filing a financing statement in the State Office
under the Delaware UCC (the “DAL Global Filing Collateral”), and (B) upon the proper filing of the
DAL Global Financing Statement in the State Office pursuant to the provisions of the Delaware UCC,
the security interest of the Collateral Agent in the DAL Global Filing Collateral will be
perfected.
4. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by Moscow (the “Moscow
Collateral”), (A) the Moscow Financing Statement is in sufficient form for filing with the State
Office under the Delaware UCC with respect to the portion of Moscow Collateral as to which a
security interest can be perfected by filing a financing statement in the State Office under the
Delaware UCC (the “Moscow Filing Collateral”), and (B) upon the proper filing of the Moscow
Financing Statement in the State Office pursuant to the provisions of the Delaware UCC, the
security interest of the Collateral Agent in the Moscow Filing Collateral will be perfected.
5. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by Delta
JPMorgan Chase Bank, N.A.
as Collateral Agent
April 30, 2007
Page 5
Benefits (the “Delta Benefits Collateral”), (A) the Delta Benefits Financing Statement is in
sufficient form for filing with the State Office under the Delaware UCC with respect to the portion
of Delta Benefits Collateral as to which a security interest can be perfected by filing a financing
statement in the State Office under the Delaware UCC (the “Delta Benefits Filing Collateral”), and
(B) upon the proper filing of the Delta Benefits Financing Statement in the State Office pursuant
to the provisions of the Delaware UCC, the security interest of the Collateral Agent in the Delta
Benefits Filing Collateral will be perfected.
6. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by Loyalty Management (the
“Loyalty Management Collateral”), (A) the Loyalty Management Financing Statement is in sufficient
form for filing with the State Office under the Delaware UCC with respect to the portion of Loyalty
Management Collateral as to which a security interest can be perfected by filing a financing
statement in the State Office under the Delaware UCC (the “Loyalty Management Filing Collateral”),
and (B) upon the proper filing of the Loyalty Management Financing Statement in the State Office
pursuant to the provisions of the Delaware UCC, the security interest of the Collateral Agent in
the Loyalty Management Filing Collateral will be perfected.
7. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by Epsilon (the “Epsilon
Collateral”), (A) the Epsilon Financing Statement is in sufficient form for filing with the State
Office under the Delaware UCC with respect to the portion of Epsilon Collateral as to which a
security interest can be perfected by filing a financing statement in the State Office under the
Delaware UCC (the “Epsilon Filing Collateral”), and (B) upon the proper filing of the Epsilon
Financing Statement in the State Office pursuant to the provisions of the Delaware UCC, the
security interest of the Collateral Agent in the Epsilon Filing Collateral will be perfected.
8. Solely to the extent that the Delaware UCC is applicable to the perfection of the security
interest of the Collateral Agent in the Collateral (as defined in the Security Agreement) and the
Collateral (as defined in the Pledge Agreement) owned or acquired by Kappa Capital (the “Kappa
Capital Collateral”), (A) the Kappa Capital Financing Statement is in sufficient form for filing
with the State Office under the Delaware UCC with respect to the portion of Kappa Capital
Collateral as to which a security interest can be perfected by filing a financing statement in the
State Office under the Delaware UCC (the “Kappa Capital Filing Collateral”), and (B) upon the
proper filing of the Kappa Capital Financing Statement in the State Office pursuant to the
provisions of the Delaware UCC, the security interest of the Collateral Agent in the Kappa Capital
Filing Collateral will be perfected.
JPMorgan Chase Bank, N.A.
as Collateral Agent
April 30, 2007
Page 6
In connection with the opinions set forth above, we have assumed (i) that the Security
Agreement creates or, with respect to after acquired property, will create in favor of the
Collateral Agent a valid security interest in and to the portion of Collateral (as defined in the
Security Agreement) as to which a security interest can be perfected by filing a financing
statement in the State Office under the Delaware UCC (the “Security Agreement Filing Collateral”)
which security interest has attached or, with respect to after acquired property, will attach under
the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”), (ii) that
the Pledge Agreement creates or, with respect to after acquired property, will create in favor of
the Collateral Agent a valid security interest in and to the portion of Collateral (as defined in
the Pledge Agreement) as to which a security interest can be perfected by filing a financing
statement in the State Office under the Delaware UCC (the “Pledge Agreement Filing Collateral”)
which security interest has attached or, with respect to after acquired property, will attach under
the New York UCC, (iii) that the SGR Pledge Agreement creates or, with respect to after acquired
property, will create in favor of the Collateral Agent a valid security interest in and to the
portion of Collateral (as defined in the SGR Pledge Agreement) as to which a security interest can
be perfected by filing a financing statement in the State Office under the Delaware UCC (the “SGR
Pledge Agreement Filing Collateral”) which security interest has attached or, with respect to after
acquired property, will attach under the New York UCC, (iv) that the Aircraft Mortgage creates or,
with respect to after acquired property, will create in favor of the Collateral Agent a valid
security interest in and to the portion of Collateral (as defined in the Aircraft Mortgage) as to
which a security interest can be perfected by filing a financing statement in the State Office
under the Delaware UCC (the “Aircraft Mortgage Filing Collateral” and together with the Security
Agreement Filing Collateral, the Pledge Agreement Filing Collateral and the SGR Pledge Agreement
Filing Collateral, the “Filing Collateral”) which security interest has attached or, with respect
to after acquired property, will attach under the New York UCC, and (v) that under the New York
UCC, the substantive laws of the Delaware UCC (and not the Delaware UCC choice-of-law rules) govern
the perfection of a security interest in the Filing Collateral.
In addition, in connection with the opinions set forth above, we express no opinion as to (i)
the effect of perfection or nonperfection or the priority of any security interest of the
Collateral Agent in any portion of the Filing Collateral, (ii) the existence, legality, validity,
binding effect or enforceability of any security interest under the Security Agreement, the Pledge
Agreement, the SGR Pledge Agreement, the Aircraft Mortgage or otherwise, (iii) the rights or
interests of any of the parties to the Security Agreement, the Pledge Agreement, the SGR Pledge
Agreement, the Aircraft Mortgage or any other person or entity in, or title of any such parties,
persons or entities to, any of the Collateral, or as to the value of any such Collateral, (iv) any
Collateral until such Collateral is acquired by the applicable Company, (v) in the case of any
Collateral that is secured by other property, the rights or interests of any of the parties to the
Security Agreement, the Pledge Agreement, the SGR Pledge Agreement, the Aircraft Mortgage or any
other person or entity in, or title of any such parties, persons or entities to, any of such
underlying property, (vi) any Collateral other than the Filing Collateral, (vii) any Filing
JPMorgan Chase Bank, N.A.
as Collateral Agent
April 30, 2007
Page 7
Collateral due from any government or any agency or instrumentality thereof, (viii) any Filing
Collateral that constitutes fixtures, as extracted collateral or timber to be cut, (ix) any Filing
Collateral that constitutes commercial tort claims, (x) any Filing Collateral that constitutes
consumer goods, (xi) any Filing Collateral that constitutes goods subject to a negotiable document
of title and (xii) transactions excluded from the application of Article 9 of the Delaware UCC
pursuant to the provisions of Section 9-109 thereof. Further, to the extent the opinions set forth
above relate to proceeds, such opinions are subject to the qualification that the perfection of an
interest in proceeds is subject to the limitations and requirements of Section 9-315 of the
Delaware UCC.
Further, in connection with the opinions set forth above, we note that the security interest
of the Collateral Agent in certain Filing Collateral may be subject to the rights of account
debtors in respect of such Filing Collateral, claims and defenses of such account debtors and terms
of agreements with such account debtors.
In addition, in connection with the opinions set forth above, we express no opinion as to any
actions that may be required to be taken periodically under the Delaware UCC or other applicable
law in order for the effectiveness of the Financing Statements, or the perfection of the security
interest of the Collateral Agent in the Filing Collateral, to be maintained. We note, however,
that the perfection of the security interest of the Collateral Agent in the Filing Collateral and
the effectiveness of each Financing Statement will either terminate or be materially limited (i)
unless an appropriate continuation statement is properly filed (a) within the period of six months
prior to the expiration of the five-year period from the date of the original filing of such
Financing Statement and (b) if a prior continuation statement has been filed, within the period of
six months prior to the expiration of the Financing Statement continued by such prior continuation
statement, (ii) if a Company changes its name so as to make the relevant Financing Statement
seriously misleading, unless an amendment to such Financing Statement that renders such Financing
Statement not seriously misleading is properly filed within four months after such a change in
name, (iii) if a Company changes its jurisdiction of formation or organization to another
jurisdiction, four months after such Company changes its jurisdiction of formation or organization
to another jurisdiction, unless such security interest is perfected in such new jurisdiction within
such time, (iv) if a Company transfers the relevant Filing Collateral to a person or entity that
thereby becomes a debtor and is located in another jurisdiction, one year after such Company
transfers such Filing Collateral to a person or entity that thereby becomes a debtor and is located
in another jurisdiction, unless such security interest is perfected in such new jurisdiction within
such time, and (v) if a Company becomes organized under the laws of another jurisdiction in
addition to the State of Delaware.
Further, the opinions set forth above are subject to the effect of (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other laws of general application relating to
or affecting the enforcement of creditors’ rights and remedies, as from time to time in effect,
(ii) application of equitable principles (regardless of whether such
JPMorgan Chase Bank, N.A.
as Collateral Agent
April 30, 2007
Page 8
enforceability is considered in a proceeding in equity or at law) and (iii) principles of
course of dealing or course of performance and standards of good faith, fair dealing, materiality
and reasonableness that may be applied by a court to the exercise of rights and remedies by, and
other acts of, a creditor.
The opinions expressed herein are intended solely for the benefit of the addressee hereof in
connection with the matters contemplated hereby and may not be relied upon by any other person or
entity or for any other purpose without our prior written consent. This opinion speaks only as of
the date hereof and is based on our understandings and assumptions as to present facts and our
review of the above-referenced documents and the application of Delaware law as the same exist on
the date hereof, and we undertake no obligation to update or supplement this opinion after the date
hereof for the benefit of any person or entity with respect to any facts or circumstances that may
hereafter come to our attention or any changes in facts or law that may hereafter occur or take
effect.
Very truly yours,
MORRIS, NICHOLS, ARSHT & XXXXXXX LLP
Xxxxx X. Xxxxxx
EXHIBIT 1
DELTA FINANCING STATEMENT
See attached.
EXHIBIT 2
COMAIR HOLDINGS FINANCING STATEMENT
See attached.
EXHIBIT 3
DAL GLOBAL FINANCING STATEMENT
See attached.
EXHIBIT 4
MOSCOW FINANCING STATEMENT
See attached.
EXHIBIT 5
DELTA BENEFITS FINANCING STATEMENT
See attached.
EXHIBIT 6
LOYALTY MANGEMENT FINANCING STATEMENT
See attached.
EXHIBIT 7
EPSILON FINANCING STATEMENT
See attached.
EXHIBIT 8
KAPPA CAPITAL FINANCING STATEMENT
See attached.
EXHIBIT G-6
July 29, 2007
To the Parties Named on
Schedule 1 attached hereto
|
RE: |
|
the 104 aircraft described on Schedule 2 attached hereto (collectively, the
“Airframes”), the 226 engines described on Schedule 2 attached hereto (collectively,
the “Engines”) and the 2 spare parts locations described on Schedule 2 attached hereto
(collectively, the “Spare Parts Locations”) |
Ladies and Gentlemen:
This letter confirms that the following described instruments were recorded by the Federal
Aviation Administration (the “FAA”) on the dates and assigned the Conveyance Numbers noted below:
|
(a) |
|
FAA Release dated April 30, 2007 (the “GECC Release”) by General Electric
Capital Corporation, as Administrative Agent and Collateral Agent, which releases the
collateral covered thereby from the terms of Conveyance Nos. F092663, F092672, V010039
and MM030989, which GECC Release was recorded on June 8, 2007 as Conveyance No.
T081820; |
|
|
(b) |
|
FAA Release dated April 30, 2007 (the “AMEX Release”) by American Express
Travel Related Services Company, Inc., as Collateral Agent, which releases the
collateral covered thereby from the terms of Conveyance Nos. AA061328, II039889 and
MM030990, which AMEX Release was recorded on June 8, 2007 as Conveyance No. T081821; |
|
|
(c) |
|
FAA Release dated April 30, 2007 (the “GECC Spare Parts Release”) by General
Electric Capital Corporation, as Administrative Agent and Collateral Agent, which
releases the collateral covered thereby from the terms of Conveyance Nos. V007438 and
H114354, which GECC Spare Parts Release was recorded on June 8, 2007 as Conveyance No.
T081822; |
|
(d) |
|
FAA Release dated April 30, 2007 (the “AMEX Spare Parts Release”) by American
Express Travel Related Services Company, Inc., as Collateral Agent, which releases
the collateral covered thereby from the terms of Conveyance No. P004482, which AMEX
Spare Parts Release was recorded on June 8, 2007 as Conveyance No. T081823; |
|
|
(e) |
|
First Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security
Agreement dated as of April 30, 2007 by Delta Air Lines, Inc. (“Delta”) and Comair,
Inc. (“Comair”), as grantors, in favor of JPMorgan Chase Bank, N.A., as Collateral
Agent (“Chase”), with First Lien Aircraft, Spare Engines and Spare Parts Mortgage and
Security Agreement Supplement No. 1 dated April 30, 2007 by Delta and Comair in favor
of Chase attached thereto, covering the Airframes, the Engines and the Spare Parts, as
such term is defined in the Chase Security Agreement and the Goldman Security Agreement
defined below (the “Spare Parts”) to be maintained by Delta and Comair at the Spare
Parts Locations (collectively, the “Chase Security Agreement”), which Chase Security
Agreement was recorded on May 31, 2007 as Conveyance No. MM031123; and |
|
|
(f) |
|
Second Lien Aircraft, Spare Engines and Spare Parts Mortgage and Security
Agreement dated as of April 30, 2007 by Delta and Comair, as grantors, in favor of
Xxxxxxx Xxxxx Credit Partners L.P., as Collateral Agent (“Goldman”), with Second Lien
Aircraft, Spare Engines and Spare Parts Mortgage and Security Agreement Supplement No.
1 dated April 30, 2007 by Delta and Comair in favor of Goldman attached thereto,
covering the Airframes, the Engines and the Spare Parts to be maintained by Delta and
Comair at the Spare Parts Locations (collectively, the “Goldman Security Agreement”),
which Goldman Security Agreement was recorded on June 13, 2007 as Conveyance No.
MM031159. |
Subsequent to the recordations mentioned above, we examined the records maintained by the FAA
for the Airframes, the Engines and the Spare Parts Locations. Based upon such examination, it is
our opinion that:
|
7. |
|
the GECC Release, the AMEX Release, the GECC Spare Parts Release, the AMEX
Spare Parts Release, the Chase Security Agreement and the Goldman Security Agreement
have been duly recorded by the FAA pursuant to and in accordance with the provisions of
Title 49 of the United States Code (the “Transportation Code”); |
|
|
8. |
|
seven of the Airframes (N868CA, N986CA, N936CA, N937CA, N938CA, N940CA and
N941CA) are registered in the name of Comair pursuant to and |
|
|
|
in accordance with the
Transportation Code and the other of the Airframes are registered in the name of
Delta pursuant to and in accordance with the Transportation Code; and |
|
9. |
|
the Airframes, the Engines and the Spare Parts are free and clear of liens and
encumbrances of record at the FAA except as created by (i) the Chase Security
Agreement; and (ii) the Goldman Security Agreement. |
This opinion is subject to the same limitations and exceptions as were set forth in our
opinion letter to you dated June 3, 2007, covering the Airframes, the Engines and the Spare Parts.
Very truly yours,
XXXXX X. XXXXXX
For the Firm
SCHEDULE 1
Delta Air Lines, Inc.
Comair, Inc.
JPMorgan Chase Bank, N.A. as Collateral Agent
Xxxxxxx Xxxxx Credit Partners L.P.
SCHEDULE 2
Description of Airframes
|
|
|
|
|
|
|
|
|
|
|
Manufacturer’s |
|
United States |
Manufacturer |
|
Model |
|
Serial No. |
|
Registration No. |
XxXxxxxxx Xxxxxxx
|
|
MD-88
|
|
49713
|
|
N926DL |
XxXxxxxxx Xxxxxxx
|
|
MD-88
|
|
49714
|
|
N927DA |
XxXxxxxxx Xxxxxxx
|
|
MD-88
|
|
49715
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49716
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49717
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49718
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49719
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49720
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49721
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49722
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49723
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49810
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49811
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49812
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49813
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49814
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49815
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49816
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49817
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49818
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49879
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49881
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49882
|
|
N951DL |
XxXxxxxxx Xxxxxxx
|
|
MD-88
|
|
53312
|
|
N985DL |
|
|
|
|
|
|
|
|
|
|
|
Manufacturer’s |
|
United States |
Manufacturer |
|
Model |
|
Serial No. |
|
Registration No. |
XxXxxxxxx Xxxxxxx
|
|
MD-88
|
|
53313
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53339
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53341
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53343
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53344
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53346
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53362
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53364
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53370
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53372
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53378
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53380
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53409
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53415
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53416
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53418
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53419
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49997
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49956
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53420
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53421
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
49959
|
|
X000XX |
XxXxxxxxx Xxxxxxx
|
|
XX-00
|
|
53422
|
|
N919DE |
XxXxxxxxx Xxxxxxx
|
|
MD-90-30
|
|
53382
|
|
N902DA |
XxXxxxxxx Xxxxxxx
|
|
MD-90-30
|
|
53383
|
|
N903DA |
XxXxxxxxx Xxxxxxx
|
|
MD-90-30
|
|
53385
|
|
N905DA |
XxXxxxxxx Xxxxxxx
|
|
MD-90-30
|
|
53386
|
|
N906DA |
|
|
|
|
|
|
|
|
|
|
|
Manufacturer’s |
|
United States |
Manufacturer |
|
Model |
|
Serial No. |
|
Registration No. |
XxXxxxxxx Xxxxxxx
|
|
MD-90-30
|
|
53388
|
|
N908DA |
XxXxxxxxx Xxxxxxx
|
|
MD-90-30
|
|
53389
|
|
N909DA |
XxXxxxxxx Xxxxxxx
|
|
MD-90-30
|
|
53391
|
|
N911DA |
XxXxxxxxx Xxxxxxx
|
|
XX-00-00
|
|
00000
|
|
N912DN |
XxXxxxxxx Xxxxxxx
|
|
XX-00-00
|
|
00000
|
|
N914DN |
XxXxxxxxx Xxxxxxx
|
|
XX-00-00
|
|
00000
|
|
N915DN |
XxXxxxxxx Xxxxxxx
|
|
XX-00-00
|
|
00000
|
|
N916DN |
Boeing
|
|
757-232
|
|
22808
|
|
N601DL |
Boeing
|
|
757-232
|
|
22813
|
|
N606DL |
Boeing
|
|
757-232
|
|
22815
|
|
N608DA |
Boeing
|
|
757-232
|
|
22820
|
|
N613DL |
Boeing
|
|
757-232
|
|
22821
|
|
N614DL |
Boeing
|
|
757-232
|
|
22822
|
|
N615DL |
Boeing
|
|
757-232
|
|
23993
|
|
N639DL |
Boeing
|
|
757-232
|
|
23994
|
|
N640DL |
Boeing
|
|
757-232
|
|
23996
|
|
N642DL |
Boeing
|
|
757-232
|
|
23997
|
|
N643DL |
Boeing
|
|
757-232
|
|
23998
|
|
N644DL |
Boeing
|
|
757-232
|
|
24217
|
|
N646DL |
Boeing
|
|
757-232
|
|
24218
|
|
N647DL |
Boeing
|
|
757-232
|
|
24372
|
|
N648DL |
Boeing
|
|
757-232
|
|
24389
|
|
N649DL |
Boeing
|
|
757-232
|
|
24391
|
|
N651DL |
Boeing
|
|
757-232
|
|
24392
|
|
N652DL |
Boeing
|
|
757-232
|
|
24395
|
|
N655DL |
Boeing
|
|
757-232
|
|
24396
|
|
N656DL |
Boeing
|
|
757-232
|
|
25332
|
|
N671DN |
|
|
|
|
|
|
|
|
|
|
|
Manufacturer’s |
|
United States |
Manufacturer |
|
Model |
|
Serial No. |
|
Registration No. |
Boeing
|
|
757-232
|
|
25977
|
|
N672DL |
Boeing
|
|
757-232
|
|
25979
|
|
N674DL |
Boeing
|
|
757-232
|
|
25981
|
|
N676DL |
Boeing
|
|
757-232
|
|
25983
|
|
N678DL |
Boeing
|
|
757-232
|
|
26955
|
|
N679DA |
Boeing
|
|
757-26D
|
|
28446
|
|
N900PC |
Boeing
|
|
757-212
|
|
23125
|
|
N751AT |
Boeing
|
|
757-212
|
|
23126
|
|
N750AT |
Boeing
|
|
757-212
|
|
23127
|
|
N757AT |
Boeing
|
|
757-212
|
|
23128
|
|
N752AT |
Boeing
|
|
767-332
|
|
25984
|
|
N139DL |
Boeing
|
|
767-332
|
|
24759
|
|
N171DN |
Boeing
|
|
767-332
|
|
24800
|
|
N173DN |
Boeing
|
|
767-332
|
|
24803
|
|
N175DN |
Boeing
|
|
767-332
|
|
27110
|
|
N183DN |
Boeing
|
|
767-3P6
|
|
24984
|
|
N152DL |
Boeing
|
|
767-3P6
|
|
24985
|
|
N153DL |
Boeing
|
|
767-3P6
|
|
25269
|
|
N155DL |
Boeing
|
|
767-3P6
|
|
25354
|
|
N156DL |
Xxxxxxxxxx
|
|
XX-600-2B19
|
|
7427
|
|
N868CA |
Xxxxxxxxxx
|
|
XX-600-2B19
|
|
7174
|
|
N986CA |
Xxxxxxxxxx
|
|
XX-600-2B19
|
|
7043
|
|
N936CA |
Xxxxxxxxxx
|
|
XX-600-2B19
|
|
7044
|
|
N937CA |
Xxxxxxxxxx
|
|
XX-600-2B19
|
|
7046
|
|
N938CA |
Xxxxxxxxxx
|
|
XX-600-2B19
|
|
7048
|
|
N940CA |
Xxxxxxxxxx
|
|
XX-600-2B19
|
|
7050
|
|
N941CA |
Description of Engines
|
|
|
|
|
|
|
|
|
Manufacturer’s |
Manufacturer |
|
Model |
|
Serial No. |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718170D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P718171D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718172D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P718175D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718176D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P718177D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718178D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P718202D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718203D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P718224D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718225D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P718212D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718208D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P718216D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718217D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P718218D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718223D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P718226D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718228D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P718247D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718248D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P725356D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718282D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P725358D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P725368D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P725393D |
|
|
|
|
|
|
|
|
|
Manufacturer’s |
Manufacturer |
|
Model |
|
Serial No. |
Xxxxx & Xxxxxxx
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726021D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P725395D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P725416D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P725354D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P725396D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P725403D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P725419D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P725373DCN |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P725390DCN |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P725488D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P725489D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P718179D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P718214D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P725513D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P725514D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P725977D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P725978D |
Xxxxx & Whitney
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726011D |
Xxxxx & Xxxxxxx
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P725989D |
Xxxxx & Whitney
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726015D |
Xxxxx & Xxxxxxx
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726007D |
|
|
|
|
|
|
|
|
|
Manufacturer’s |
Manufacturer |
|
Model |
|
Serial No. |
Xxxxx & Whitney
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726047D |
Xxxxx & Xxxxxxx
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726088D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P725939D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P725959D |
Xxxxx & Whitney
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726038D |
Xxxxx & Xxxxxxx
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726031D |
Xxxxx & Whitney
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726051D |
Xxxxx & Xxxxxxx
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726053D |
Xxxxx & Whitney
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726086D |
Xxxxx & Xxxxxxx
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726081D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726067D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P726069D |
Xxxxx & Whitney
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726074D |
Xxxxx & Xxxxxxx
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726077D |
Xxxxx & Whitney
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726082D |
|
|
|
|
|
|
|
|
|
Manufacturer’s |
Manufacturer |
|
Model |
|
Serial No. |
Xxxxx & Xxxxxxx
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726087D |
Xxxxx & Whitney
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726052D |
Xxxxx & Xxxxxxx
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726822D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726826D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P726827D |
Xxxxx & Whitney
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P725998D |
Xxxxx & Xxxxxxx
|
|
JT8D-219 (shown as JT8D-217C on FAA record)
|
|
P726872D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726009D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P726905D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726907D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P726908D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726923D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726924D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P725380D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726918D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P726931D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726933D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P726865D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726932D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P726929D |
|
|
|
|
|
|
|
|
|
Manufacturer’s |
Manufacturer |
|
Model |
|
Serial No. |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726952D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P726950D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726951D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P726967D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726968D |
Xxxxx & Xxxxxxx
|
|
JT8D-219
|
|
P726976D |
Xxxxx & Whitney
|
|
JT8D-219
|
|
P726979D |
International Aero Engines
|
|
V2528-D5
|
|
V20007 |
International Aero Engines
|
|
V2528-D5
|
|
V20008 |
International Aero Engines
|
|
V2528-D5
|
|
V20009 |
International Aero Engines
|
|
V2528-D5
|
|
V20010 |
International Aero Engines
|
|
V2528-D5
|
|
V20014 |
International Aero Engines
|
|
V2528-D5
|
|
V20015 |
International Aero Engines
|
|
V2528-D5
|
|
V20019 |
International Aero Engines
|
|
V2528-D5
|
|
V20021 |
International Aero Engines
|
|
V2528-D5
|
|
V20025 |
International Aero Engines
|
|
V2528-D5
|
|
V20026 |
International Aero Engines
|
|
V2528-D5
|
|
V20030 |
International Aero Engines
|
|
V2528-D5
|
|
V20027 |
International Aero Engines
|
|
V2528-D5
|
|
V20035 |
International Aero Engines
|
|
V2528-D5
|
|
V20036 |
International Aero Engines
|
|
V2528-D5
|
|
V20045 |
International Aero Engines
|
|
V2528-D5
|
|
V20046 |
International Aero Engines
|
|
V2528-D5
|
|
V20075 |
International Aero Engines
|
|
V2528-D5
|
|
V20070 |
International Aero Engines
|
|
V2528-D5
|
|
V20079 |
International Aero Engines
|
|
V2528-D5
|
|
V20074 |
|
|
|
|
|
|
|
|
|
Manufacturer’s |
Manufacturer |
|
Model |
|
Serial No. |
International Aero Engines
|
|
V2528-D5
|
|
V20084 |
International Aero Engines
|
|
V2528-D5
|
|
V20080 |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716336B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716325B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716348B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716308B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716385B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716366B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716392B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716305B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716505B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716506B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716507B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716512B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716513B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716510B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716310B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716514B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716326B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716518B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716522B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716523B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716528B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716359B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716524B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716526B |
Xxxxx & Xxxxxxx
|
|
XX0000
|
|
P716534B |
|
|
|
|
|
|
|
|
|
Manufacturer’s |
Manufacturer |
|
Xxxxx |
|
Xxxxxx Xx. |
Xxxxx & Xxxxxxx
|
|
XX0000
|
|
P716521B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716536B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716537B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716527B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716543B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716544B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716545B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716546B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716577B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716578B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716581B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716582B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716586B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716587B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716590B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716591B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716595B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716596B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716598B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P726701B |
Xxxxx & Whitney
|
|
PW2037
|
|
P727211B |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P727212B |
Xxxxx & Whitney
|
|
PW2037
|
|
P716315 |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716324 |
Xxxxx & Whitney
|
|
PW2037
|
|
P716341 |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716327 |
Xxxxx & Whitney
|
|
PW2037
|
|
P716329 |
|
|
|
|
|
|
|
|
|
Manufacturer’s |
Manufacturer |
|
Xxxxx |
|
Xxxxxx Xx. |
Xxxxx & Xxxxxxx
|
|
XX0000
|
|
P716316 |
Xxxxx & Whitney
|
|
PW2037
|
|
P716339 |
Xxxxx & Xxxxxxx
|
|
PW2037
|
|
P716320 |
General Electric
|
|
CF6-80A2
|
|
580144 |
Xxxxx & Whitney
|
|
PW4060
|
|
P724146B |
Xxxxx & Xxxxxxx
|
|
PW4060
|
|
P724147B |
Xxxxx & Whitney
|
|
PW4060
|
|
P724681B |
Xxxxx & Xxxxxxx
|
|
PW4060
|
|
P724682B |
General Electric
|
|
CF6-80C2B4
|
|
695307 |
General Electric
|
|
CF6-80C2B4
|
|
695376 |
General Electric
|
|
CF6-80C2B4
|
|
695476 |
General Electric
|
|
CF6-80C2B4
|
|
695438 |
General Electric
|
|
CF6-80C2B4
|
|
695442 |
General Electric
|
|
CF6-80C2B4
|
|
695334 |
General Electric
|
|
CF6-80C2B4
|
|
695374 |
General Electric
|
|
CF6-80C2B4
|
|
695521 |
General Electric
|
|
CF34-3A1
|
|
807634 |
General Electric
|
|
CF34-3A1
|
|
807633 |
General Electric
|
|
CF34-3A1
|
|
807477 |
General Electric
|
|
CF34-3A1
|
|
807488 |
General Electric
|
|
CF34-3A1
|
|
807149 |
General Electric
|
|
CF34-3A1
|
|
807146 |
General Electric
|
|
CF34-3A1
|
|
807147 |
General Electric
|
|
CF34-3A1
|
|
807151 |
General Electric
|
|
CF34-3A1
|
|
807161 |
General Electric
|
|
CF34-3A1
|
|
807654 |
General Electric
|
|
CF34-3A1
|
|
807169 |
|
|
|
|
|
|
|
|
|
Manufacturer’s |
Manufacturer |
|
Model |
|
Serial No. |
General Electric
|
|
CF34-3A1
|
|
807170 |
General Electric
|
|
CF34-3A1
|
|
807177 |
General Electric
|
|
CF34-3A1
|
|
807178 |
General Electric
|
|
CF34-3A1
|
|
807070 |
General Electric
|
|
CF34-3A1
|
|
807051 |
General Electric
|
|
CF34-3A1
|
|
807305 |
General Electric
|
|
CF34-3A1
|
|
807226 |
General Electric
|
|
CF34-3A1
|
|
807318 |
General Electric
|
|
CF34-3A1
|
|
807352 |
General Electric
|
|
CF34-3A1
|
|
807255 |
General Electric
|
|
CF34-3A1
|
|
807421 |
General Electric
|
|
CF34-3A1
|
|
807465 |
General Electric
|
|
CF34-3A1
|
|
807467 |
General Electric
|
|
CF34-3A1
|
|
807468 |
General Electric
|
|
CF34-3A1
|
|
807512 |
General Electric
|
|
CF34-3A1
|
|
807444 |
General Electric
|
|
CF34-3A1
|
|
807466 |
General Electric
|
|
CF34-3A1
|
|
807587 |
General Electric
|
|
CF34-3A1
|
|
807441 |
General Electric
|
|
CF34-3A1
|
|
807590 |
General Electric
|
|
CF34-3A1
|
|
807600 |
General Electric
|
|
CF34-3A1
|
|
807630 |
General Electric
|
|
CF34-3A1
|
|
807648 |
General Electric
|
|
CF34-3A1
|
|
807623 |
General Electric
|
|
CF34-3A1
|
|
807591 |
General Electric
|
|
CF34-3B1
|
|
873516 |
General Electric
|
|
CF34-3B1
|
|
873173 |
|
|
|
|
|
|
|
|
|
Manufacturer’s |
Manufacturer |
|
Model |
|
Serial No. |
General Electric
|
|
CF34-3B1
|
|
873640 |
General Electric
|
|
CF34-3B1
|
|
873174 |
General Electric
|
|
CF34-3B1
|
|
873947 |
General Electric
|
|
CF34-3B1
|
|
873763 |
General Electric
|
|
CF34-3B1
|
|
873891 |
General Electric
|
|
CF34-8C1
|
|
965337 |
General Electric
|
|
CF34-8C1
|
|
965291 |
General Electric
|
|
CF34-8C1
|
|
965443 |
Xxxxx & Whitney
|
|
PW2037
|
|
716310 |
General Electric
|
|
CF34-8C1
|
|
965384 |
Description of Spare Parts Locations
Delta Air Lines, Inc.
Delta Tech Ops Center
0000 Xxxxxxxx Xxxx.
Xxxxxxx, XX 00000-0000
XXX
Comair, Inc.
00 Xxxxxx Xxxx.
Xxxxxxxx, XX 00000
EXHIBIT H
to First Lien Credit Agreement
FORM OF INSTRUMENT OF ASSUMPTION AND JOINDER
TO FIRST LIEN CREDIT AGREEMENT
ASSUMPTION AND JOINDER AGREEMENT dated as of (the “Assumption
Agreement”) made by [Insert Name of New Grantor] a [Insert State of Organization] [corporation,
limited partnership or limited liability company] (the “Company”) for the benefit of the
First Priority Secured Parties (the “Secured Parties”) (as such term is defined in that
certain First Lien Revolving Credit and Guaranty Agreement, dated as of April 30, 2007 (as such
agreement may be amended, amended and restated, supplemented or otherwise modified, renewed or
replaced from time to time, the “Credit Agreement”) among Delta Air Lines, Inc., a Delaware
corporation (the “Borrower”), the subsidiaries of the Borrower party thereto (the
“Guarantors”), JPMorgan Chase Bank, N.A. (“JPMCB”) as administrative agent (in such
capacity, the “Administrative Agent”) and collateral agent (in such capacity, the
“Collateral Agent”), UBS Securities LLC, as syndication agent, X.X. Xxxxxx Securities Inc.
and Xxxxxx Brothers Inc., as co-lead arrangers, X.X. Xxxxxx Securities Inc., Xxxxxx Brothers Inc.,
and UBS Securities LLC, as joint bookrunners, CALYON New York Branch and RBS Securities
Corporation, as co-documentation agents, and the financial institutions party thereto).
Capitalized terms used but not defined herein shall have the meanings given to such terms in the
Credit Agreement.
W I T N E S S E T H
The Company is a [Insert State of Organization] [corporation, limited partnership or limited
liability company], and is a subsidiary of [Insert name of Borrower or Guarantor]. Pursuant to
Section 5.14 of the Credit Agreement, the Company is required to execute this document as a newly
[formed] [acquired] subsidiary of [Insert name of Borrower or Guarantor].
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company hereby agrees as follows:
SECTION 1. Assumption and Joinder. The Company hereby expressly confirms that it
hereby agrees to perform and observe, each and every one of the covenants and agreements and hereby
assumes the obligations and liabilities of (i) a Guarantor under the Credit Agreement applicable to
it as a Guarantor thereunder, (ii) a Guarantor under the Intercreditor Agreement applicable to it
as a Guarantor thereunder [and (iii) a Grantor under [the SGR Security Agreement/Security
Agreement/other Collateral Document, as applicable] (any such applicable documents, a “Company
Security Document”)]1, in each case applicable to it as a Grantor
thereunder. By virtue of the foregoing, the Company hereby accepts and assumes any liability of
(w) a Guarantor related to each representation or warranty, covenant or obligation
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Include reference to applicable security
documents to the extent that the Company intends to pledge collateral
contemporaneous with the delivery of this Assumption Agreement. |
Signature Page to Assumption Agreement
made by a Guarantor in the Credit Agreement, and hereby expressly affirms in all material
respects, as of the date hereof, each of such representations, warranties, covenants and
obligations as they apply to the Company, (x) a Guarantor related to each representation or
warranty, covenant or obligation made by a Guarantor in the Intercreditor Agreement, and hereby
expressly affirms in all material respects, as of the date hereof, each of such representations,
warranties, covenants and obligations as they apply to the Company, [and (y) a Grantor related to
each representation or warranty, covenant or obligation made by a Grantor in each Company Security
Document, and hereby expressly affirms in all material respects, as of the date hereof, each of
such representations, warranties, covenants and obligations as they apply to the Company] and
hereby expressly affirms in all material respects, as of the date hereof, each of such
representations, warranties, covenants and obligations as they apply to the Company.
(a) Guarantee. (i) All references to the term “Guarantor” in the Credit Agreement,
or in any document or instrument executed and delivered or furnished, or to be executed and
delivered or furnished, in connection therewith shall be deemed to be references to, and shall
include, the Company, in each case as of the date hereof.
(ii) The Company, as Guarantor, hereby joins in and agrees to be bound by each and all of the
provisions of the Credit Agreement, as of the date hereof, as a Guarantor thereunder, including
without limitation, Section 9.01 thereof with the same force and effect as if originally referred
to therein as a Guarantor.
(b) Intercreditor Agreement. (i) All references to the term “Guarantor” in the
Intercreditor Agreement, or in any document or instrument executed and delivered or furnished, or
to be executed and delivered or furnished, in connection therewith shall be deemed to be references
to, and shall include, the Company as of the date hereof.
(ii) The Company, as Guarantor, hereby joins in and agrees to be bound by each and all of the
provisions of the Intercreditor Agreement, as of the date hereof, as a Guarantor thereunder with
the same force and effect as if originally referred to therein as a Guarantor.
(c) [Collateral Documents. (i) All references to the term “Grantor” in each Company
Security Document, or in any document or instrument executed and delivered or furnished, or to be
executed and delivered or furnished, in connection therewith shall be deemed to be references to,
and shall include, the Company as of the date hereof.]
(ii) [The Company, as Grantor, hereby joins in and agrees to be bound by each and all of the
provisions of each Company Security Document, as of the date hereof, with the same force and effect
as if originally referred to therein as a Grantor.
SECTION 2. Representations and Warranties. The Company hereby represents and warrants
to the Administrative Agent, the Collateral Agent, the Issuing Lender, and the Secured Parties as
follows:
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(a) The Company has the requisite [corporate, partnership or limited liability company] power
and authority to enter into this Assumption Agreement and to perform its obligations hereunder and
under the Loan Documents to which it is a party. The execution, delivery and performance of this
Assumption Agreement by the Company and the performance of its obligations hereunder and under the
Loan Documents to which it is a party, have been duly authorized by all necessary [corporate,
partnership or limited liability company] action, including the consent of shareholders, partners
or members where required. This Assumption Agreement has been duly executed and delivered by the
Company. This Assumption Agreement and the Loan Documents to which it is a party each constitutes
a legal, valid and binding obligation of the Company enforceable against it in accordance with its
respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.
(b) The Company has delivered to the Administrative Agent any and all schedules and documents
required as (i) a Guarantor under the Credit Agreement, (ii) a Guarantor under the Intercreditor
Agreement, and (iii) a Grantor under each Company Security Document.
SECTION 3. Binding Effect. This Assumption Agreement shall be binding upon the
Company and shall inure to the benefit of the First Priority Secured Parties and their respective
successors and assigns.
SECTION 4. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. Counterparts. This Assumption Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall constitute an original for all
purposes, but all such counterparts taken together shall constitute but one and the same
instrument. Any signature delivered by a party by facsimile or .pdf electronic transmission shall
be deemed to be an original signature thereto.
[Signature Pages Follow]
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EXHIBIT H
to First Lien Credit Agreement
IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed
and delivered by its duly authorized officer as of the date first above written.
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[NAME OF COMPANY] |
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Signature Page to Assumption Agreement
EXHIBIT I
INTERCREDITOR AGREEMENT
Intercreditor Agreement, dated as of April 30, 2007 (this “Agreement”), among JPMORGAN CHASE
BANK, N.A., as Collateral Agent (in such capacity, with its successors and assigns, and as more
specifically defined below, the “First Priority Representative”) for the First Priority Secured
Parties (as defined below), XXXXXXX XXXXX CREDIT PARTNERS L.P., as collateral agent (in such
capacity, with its successors and assigns, and as more specifically defined below, the “Second
Priority Representative”) for the Second Priority Secured Parties (as defined below), DELTA AIR
LINES, INC. (the “Borrower”), and each of the other Loan Parties (as defined below) party hereto.
Recitals:
WHEREAS, the Borrower, the other Loan Parties, the First Priority Representative and certain
financial institutions and other entities are parties to the First Lien Revolving Credit and
Guaranty Agreement, dated as of April 30, 2007 (as amended or restated from time to time, the
“Existing First Priority Agreement”), pursuant to which such financial institutions and other
entities have agreed to make loans and extend other financial accommodations to the Borrower; and
WHEREAS, the Borrower, the other Loan Parties, the Second Priority Representative and certain
financial institutions and other entities are parties to the Second Lien Term Loan and Guaranty
Agreement, dated as of April 30, 2007 (as amended or restated from time to time, the “Existing
Second Priority Agreement”), pursuant to which such financial institutions and other entities have
agreed to make loans to the Borrower; and
WHEREAS, the Borrower and the other Loan Parties have granted to the First Priority
Representative security interests in the Common Collateral as security for payment and performance
of the First Priority Obligations; and
WHEREAS, the Borrower and the other Loan Parties propose to grant to the Second Priority
Representative junior security interests in the Common Collateral as security for payment and
performance of the Second Priority Obligations; and
WHEREAS, the Borrower and the other Loan Parties may also grant additional junior security
interests on the Common Collateral as contemplated herein;
WHEREAS, the lenders under the Existing First Priority Agreement and under the Existing Second
Priority Agreement have agreed to permit the grant of such junior security interests on the terms
and conditions of this Agreement;
NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained and
other good and valuable consideration, the existence and sufficiency of which are expressly
recognized by all of the parties hereto, the parties agree as follows:
SECTION 1. Definitions.
1.1. Defined Terms. The following terms, as used herein, have the following meanings:
“Additional Debt” has the meaning as set forth in Section 10.3(b).
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“Additional First Priority Agreement” means any agreement approved for designation as such by
the First Priority Representative and the Second Priority Representative.
“Additional Second Priority Agreement” means any agreement approved for designation as such by
the First Priority Representative and the Second Priority Representative.
“Aircraft” means any aircraft which is part of the Common Collateral.
“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended
from time to time.
“Borrower” has the meaning set forth in the introductory paragraph hereof.
“Cap Amount” means $2,100,000,000.
“Cape Town Convention” means the official English language texts of the Convention on
International Interests in Mobile Equipment and the Protocol to the Convention on International
Interests in Mobile Equipment on Matters Specific to Aircraft Equipment which were signed in Cape
Town, South Africa, as in effect in any applicable jurisdiction.
“Cash Collateral” has the meaning as set forth in Section 3.7.
“Common Collateral” means all assets that are First Priority Collateral and Second Priority
Collateral.
“Comparable Second Priority Security Document” means, in relation to any Common Collateral
subject to any First Priority Security Document, the Second Priority Security Document that creates
a security interest in the same Common Collateral, granted by the same Loan Party, as applicable.
“Comparable Junior Security Document” means, in relation to any Common Collateral subject to
any First Priority Security Document or Second Priority Security Document, the Junior Priority
Security Document that creates a security interest in the same Common Collateral, granted by the
same Loan Party, as applicable.
“Credit-Linked Deposit” means “Credit-Linked Deposit” as defined in the Existing First
Priority Agreement.
“Credit-Linked Deposit LC Exposure” means “Credit-Linked Deposit LC Exposure” as defined in
the Existing First Priority Agreement.
“Credit-Linked Deposit Lenders” means “Credit-Linked Deposit Lenders” as defined in the
Existing First Priority Agreement.
“Credit-Linked Deposit Letters of Credit” means “Credit-Linked Deposit Letters of Credit” as
defined in the Existing First Priority Agreement.
“Credit-Linked Deposit Loans” means “Credit-Linked Deposit Loans” as defined in the Existing
First Priority Agreement.
“Designated Cash Management Obligations” means, as applied to any Person, any direct or
indirect liability, contingent or otherwise, of such Person in respect of any treasury, depository
and cash management services and automated clearing house transfers of funds services provided by a
First
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Priority Lender or any of its banking Affiliates, including obligations for the payment of
fees, interest, charges, expenses, attorneys’ fees and disbursements in connection therewith, in
each case as designated by the Borrower from time to time by notice (a “Designated Cash Management
Notice”) to the Representatives as constituting “Designated Cash Management Obligations”.
“Designated Cash Management Notice” has the meaning as set forth in the definition of
Designated Cash Management Obligations.
“Designated Hedging Agreement” means any Hedging Agreement to the extent that the indebtedness
related thereto is owing to a First Priority Lender or any of its Affiliates and is permitted by
Section 6.03(f) or (g) of the Existing First Priority Agreement and Section 6.03(f) or (g) of the
Existing Second Priority Agreement, designated by the Borrower from time to time by notice (a
“Designated Hedging Agreement Notice”) to the Representatives as a “Designated Hedging Agreement”.
“Designated Hedging Agreement Notice” has the meaning as set forth in the definition of
Designated Hedging Agreement.
“Designated Hedging Obligations” means, with respect to any Loan Party, any obligations of
such Loan Party under any Designated Hedging Agreement.
“DIP Financing” has the meaning set forth in Section 5.2.
“Enforcement Action” means, with respect to the First Priority Obligations, the Second
Priority Obligations or any Junior Obligations, the exercise of any rights and remedies with
respect to any Common Collateral securing such obligations or the commencement or prosecution of
enforcement of any of the rights and remedies in respect of the Common Collateral under, as
applicable, the First Priority Security Documents, the Second Priority Documents or the Junior
Security Documents, or applicable law, including, without limitation, the exercise of any rights of
set-off or recoupment, the exercise of any rights under the Cape Town Convention, and the exercise
of any rights or remedies of a secured creditor under the Uniform Commercial Code of any applicable
jurisdiction or under the Bankruptcy Code.
“Enforcement Notice” has the meaning set forth in Section 3.7.
“Engine” means any engine which is part of the Common Collateral.
“Excess Credit-Linked Deposits” means “Excess Credit-Linked Deposits” as defined in the
Existing First Priority Agreement.
“Existing First Priority Agreement” has the meaning set forth in the recitals to this
Agreement.
“Existing Second Priority Agreement” has the meaning set forth in the recitals to this
Agreement.
“FAA” has the meaning set forth in Section 2.1(a).
“First Priority Agreement” means the collective reference to (a) the Existing First Priority
Agreement, (b) any Additional First Priority Agreement and (c) any other credit agreement, loan
agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing
or governing the terms of any indebtedness or other financial accommodation that has been incurred
to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations
outstanding under the Existing First Priority Agreement, any Additional First Priority Agreement or
any other
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agreement or instrument referred to in this clause (c) if such agreement or instrument
expressly provides that it is intended to be and is a First Priority Agreement hereunder (a
“Replacement First Priority Agreement”). Any reference to the First Priority Agreement hereunder
shall be deemed a reference to any First Priority Agreement then extant.
“First Priority Collateral” means all assets, whether now owned or hereafter acquired by the
Borrower or any other Loan Party, in which a Lien is granted or purported to be granted to any
First Priority Secured Party as security for any First Priority Obligation.
“First Priority Documents” means the First Priority Agreement, each First Priority Security
Document and each First Priority Guarantee.
“First Priority Guarantee” means any guarantee by any Loan Party of any or all of the First
Priority Obligations.
“First Priority Lender” means any “Lender” as defined in the Existing First Priority Agreement
or any Replacement First Priority Agreement in respect thereof.
“First Priority Lien” means any Lien created by the First Priority Security Documents.
“First Priority Obligations” means (a) with respect to the Existing First Priority Agreement,
all “Obligations” of each Loan Party as defined in the Existing First Priority Agreement and (b)
with respect to each other First Priority Agreement, (i) all principal of and interest (including
without limitation any Post-Petition Interest) and premium (if any) on all loans made pursuant to
such First Priority Agreement, and (ii) all reimbursement obligations (if any) and interest thereon
(including without limitation any Post-Petition Interest) with respect to any letter of credit or
similar instruments issued pursuant to such First Priority Agreement, (c) all Designated Hedging
Obligations, (d) all Designated Cash Management Obligations and (e) all other obligations, fees,
expenses and other amounts payable from time to time pursuant to the First Priority Documents, in
each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any
payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party,
as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a
fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor
in possession, any Second Priority Secured Party, Junior Priority Secured Party, receiver or
similar Person, then the obligation or part thereof originally intended to be satisfied shall, for
the purposes of this Agreement and the rights and obligations of the First Priority Secured
Parties, the Second Priority Secured Parties and the Junior Priority Secured Parties, be deemed to
be reinstated and outstanding as if such payment had not occurred. Notwithstanding the foregoing,
unless otherwise permitted by the Second Priority Documents or agreed to by the Second Priority
Representative, if the sum of (without duplication) (A) Indebtedness constituting the principal
amount of loans outstanding under the First Priority Agreements plus (B) the aggregate face
amount of any letters of credit issued or drawn but not reimbursed under the First Priority
Agreements exceeds the Cap Amount, then the amount of such excess shall not constitute First
Priority Obligations.
“First Priority Obligations Payment Date” means the first date on which (a) the First Priority
Obligations (other than those that constitute Unasserted Contingent Obligations, Designated Hedging
Obligations or Designated Cash Management Obligations) have been paid in cash in full (or cash
collateralized or defeased in accordance with the terms of the First Priority Documents), (b) all
commitments to extend credit under the First Priority Documents have been terminated and all
credit-linked deposits have been returned, (c) there are no outstanding letters of credit or
similar instruments issued under the First Priority Documents (other than such as have been cash
collateralized or defeased in accordance with the terms of the First Priority Documents), and (d)
the First Priority Representative has
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delivered a written notice to the Second Priority Representative stating that the events
described in clauses (a), (b) and (c) have occurred to the satisfaction of the First Priority
Secured Parties.
“First Priority Representative” has the meaning set forth in the introductory paragraph
hereof. In the event that the Existing First Priority Agreement shall cease to be in effect, the
First Priority Representative shall be the Person identified as such in the applicable Replacement
First Priority Agreement.
“First Priority Secured Parties” means the First Priority Representative, the First Priority
Lenders and any other holders of the First Priority Obligations.
“First Priority Security Documents” means the “Collateral Documents” as defined in the
Existing First Priority Agreement, and any other documents that are designated under any First
Priority Agreement as “First Priority Security Documents” for purposes of this Agreement.
“Hedging Agreement” means any agreement with respect to any swap, forward, future, fuel
hedging or other derivative transaction or option or similar agreement involving, or settled by
reference to, one or more rates, currencies, fuel or other commodities, equity or debt instruments
or securities, or economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these transactions.
“Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up,
receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing
events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy,
insolvency, reorganization, receivership or similar law.
“International Interest” means an “International Interest” as defined in the Cape Town
Convention.
“International Registry” means “International Registry” as defined in the Cape Town
Convention.
“Junior Priority Agreement” means the collective reference to any credit agreement, loan
agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing
or governing the terms of any indebtedness incurred pursuant to Section 6.03(m) (and secured by
Liens permitted pursuant to Section 6.01(n)) of the Existing First Priority Agreement (or
comparable provisions in the Replacement First Priority Agreement) and Section 6.03(m) (and secured
by Liens permitted pursuant to Section 6.01(n)) of the Existing Second Priority Agreement. Any
reference to the Junior Priority Agreement hereunder shall be deemed a reference to any Junior
Priority Agreement then extant.
“Junior Priority Collateral” means all Common Collateral, whether now owned or hereafter
acquired by the Borrower or any other Loan Party, in which a Lien is granted or purported to be
granted to any Junior Priority Secured Party as security for any Junior Priority Obligation.
“Junior Priority Documents” means the Junior Priority Agreement, each Junior Priority Security
Document and each Junior Priority Guarantee.
“Junior Priority Guarantee” means any guarantee by any Loan Party of any or all of the Junior
Priority Obligations.
“Junior Priority Lien” means any Lien created by the Junior Priority Security Documents.
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“Junior Priority Obligations” means (a) all principal of and interest (including without
limitation any Post-Petition Interest) and premium (if any) on all loans made pursuant to the
Junior Priority Agreement, (b) all reimbursement obligations (if any) and interest thereon
(including without limitation any Post-Petition Interest) with respect to any letter of credit or
similar instruments issued pursuant to the Junior Priority Agreement, and (c) all other
obligations, fees, expenses and other amounts payable from time to time pursuant to the Junior
Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding,
provided that the maximum Indebtedness (as defined in the Existing First Priority Agreement
as in effect on the date hereof) in respect of Junior Priority Obligations that are secured by
Liens on the Common Collateral may not exceed $1,000,000,000 (except as otherwise permitted under
the First Priority Agreement and the Second Priority Agreement). To the extent any payment with
respect to any Junior Priority Obligation (whether by or on behalf of any Loan Party, as proceeds
of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent
conveyance or a preference in any respect, set aside or required to be paid to a debtor in
possession, any First Priority Secured Party, any Second Priority Secured Party, receiver or
similar Person, then the obligation or part thereof originally intended to be satisfied shall, for
the purposes of this Agreement and the rights and obligations of the Junior Priority Secured
Parties, the First Priority Secured Parties and Second Priority Secured Parties, be deemed to be
reinstated and outstanding as if such payment had not occurred.
“Junior Priority Representative” shall mean the Person identified from time to time as such by
the Borrower by notice to the First Priority Representative and the Second Priority Representative,
with such Person to become a party to this Agreement by executing and delivering a Joinder
Agreement in the form attached hereto as Exhibit A, provided that the Borrower and the then
current Junior Priority Representative may deliver a notice to the First Priority Representative
and the Second Priority Representative rescinding the appointment of such Junior Priority
Representative. There shall be only one Junior Priority Representative at any time who shall act
for all Junior Priority Secured Parties under this Agreement.
“Junior Priority Secured Parties” means the Junior Priority Representative and any holders of
the Junior Priority Obligations.
“Junior Priority Security Documents” means the documents pursuant to which the Liens on the
Junior Priority Collateral for the benefit of the Junior Priority Secured Parties shall have been
granted or purported to be granted.
“Lien” means (a) any mortgage, deed of trust, pledge, deed to secure debt, hypothecation,
security interest, easement (including, without limitation, reciprocal easement agreements and
utility agreements), rights-of-way, reservations, encroachments, zoning, and other land use
restrictions, claim or any other title defect, lease, encumbrance, restriction, lien or charge of
any kind whatsoever and (b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing).
“Loan Party” means the Borrower and each direct or indirect domestic subsidiary of the
Borrower that is now or hereafter becomes a party to any First Priority Document or Second Priority
Document. All references in this Agreement to any Loan Party shall include such Loan Party as a
debtor-in-possession and any receiver or trustee for such Loan Party in any Insolvency Proceeding.
“Person” means any person, individual, sole proprietorship, partnership, joint venture,
corporation, limited liability company, unincorporated organization, association, institution,
entity, party, including any government and any political subdivision, agency or instrumentality
thereof.
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“Post-Petition Interest” means any interest or entitlement to fees or expenses or other
charges that accrues after the commencement of any Insolvency Proceeding, whether or not allowed or
allowable in any such Insolvency Proceeding.
“Purchase” has the meaning set forth in Section 3.7.
“Purchase Notice” has the meaning set forth in Section 3.7.
“Purchase Price” has the meaning set forth in Section 3.7.
“Purchasing Parties” has the meaning set forth in Section 3.7.
“Recovery” has the meaning set forth in Section 5.5.
“Replacement First Priority Agreement” has the meaning set forth in the definition of “First
Priority Agreement”.
“Replacement Second Priority Agreement” has the meaning set forth in the definition of “Second
Priority Agreement”.
“Representatives” means the collective reference to the First Priority Representative and the
Second Priority Representative (if any).
“Revolving Commitment” means “Revolving Commitment” as defined in the Existing First Priority
Agreement.
“Revolving LC Exposure” means “Revolving LC Exposure” as defined in the Existing First
Priority Agreement.
“Revolving Letter of Credit Available Amount” means “Revolving Letter of Credit Available
Amount” as defined in the Existing First Priority Agreement.
“Revolving Letter of Credit” means “Revolving Letter of Credit” as defined in the Existing
First Priority Agreement.
“Revolving Loan” means “Revolving Loan” as defined in the Existing First Priority Agreement.
“Second Priority Agreement” means the collective reference to (a) the Existing Second Priority
Agreement, (b) any Additional Second Priority Agreement and (c) any other credit agreement, loan
agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing
or governing the terms of any indebtedness or other financial accommodation that has been incurred
to extend, replace, refinance or refund in whole or in part the indebtedness and other obligations
outstanding under the Existing Second Priority Agreement, any Additional Second Priority Agreement
or any other agreement or instrument referred to in this clause (c) if such agreement or instrument
expressly provides that it is intended to be and is a Second Priority Agreement hereunder (a
“Replacement Second Priority Agreement”). Any reference to the Second Priority Agreement hereunder
shall be deemed a reference to any Second Priority Agreement then extant.
“Second Priority Collateral” means all assets, whether now owned or hereafter acquired by the
Borrower or any other Loan Party, in which a Lien is granted or purported to be granted to any
Second Priority Secured Party as security for any Second Priority Obligation.
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“Second Priority Documents” means each Second Priority Agreement, each Second Priority
Security Document and each Second Priority Guarantee.
“Second Priority Guarantee” means any guarantee by any Loan Party of any or all of the Second
Priority Obligations.
“Second Priority Lender” means any “Lender” as defined in the Existing Second Priority
Agreement or any Replacement Second Priority Agreement in respect thereof.
“Second Priority Lien” means any Lien created by the Second Priority Security Documents.
“Second Priority Obligations” means (a) all principal of and interest (including without
limitation any Post-Petition Interest) and premium (if any) on all indebtedness under the Second
Priority Agreement, and (b) all other obligations, fees, expenses and other amounts payable from
time to time pursuant to the Second Priority Documents, in each case whether or not allowed or
allowable in an Insolvency Proceeding. To the extent any payment with respect to any Second
Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security,
enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a
preference in any respect, set aside or required to be paid to a debtor in possession, any First
Priority Secured Party, Junior Priority Secured Party, receiver or similar Person, then the
obligation or part thereof originally intended to be satisfied shall, for the purposes of this
Agreement and the rights and obligations of the First Priority Secured Parties, the Second Priority
Secured Parties and the Junior Priority Secured Parties, be deemed to be reinstated and outstanding
as if such payment had not occurred.
“Second Priority Obligations Payment Date” means the first date on which (a) the Second
Priority Obligations (other than those that constitute Unasserted Contingent Obligations) have been
paid in cash in full (or, to the extent applicable, cash collateralized or defeased in accordance
with the terms of the Second Priority Documents), (b) all commitments to extend credit under the
Second Priority Documents have been terminated, and (c) the Second Priority Representative has
delivered a written notice to the Junior Priority Representative stating that the events described
in clauses (a) and (b) have occurred to the satisfaction of the Second Priority Secured Parties.
“Second Priority Representative” has the meaning set forth in the introductory paragraph
hereof. In the event that the Existing Second Priority Agreement shall cease to be in effect, the
Second Priority Representative shall be the Person identified as such in the applicable Replacement
Second Priority Agreement.
“Second Priority Secured Party” means the Second Priority Representative, the Second Priority
Lenders and any other holders of the Second Priority Obligations.
“Second Priority Security Documents” means the “Collateral Documents” as defined in the
Existing Second Priority Agreement and any documents that are designated under any Second Priority
Agreement as “Second Priority Security Documents” for purposes of this Agreement.
“Second Priority Term Loans” means “Term Loans” as defined in the Existing Second Priority
Agreement.
“Secured Parties” means the First Priority Secured Parties, the Second Priority Secured
Parties and the Junior Priority Secured Parties.
“Surviving Obligations” has the meaning as set forth in Section 3.7.
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“Total Credit-Linked Deposit” means “Total Credit-Linked Deposit” as defined in the Existing
First Priority Agreement.
“Unasserted Contingent Obligations” shall mean, at any time, First Priority Obligations or
Second Priority Obligations, as the case may be, for taxes, costs, indemnifications,
reimbursements, damages and other liabilities (excluding (a) the principal of, and interest and
premium (if any) on, and fees and expenses relating to, any First Priority Obligation or Second
Priority Obligation, as the case may be, and (b) contingent reimbursement obligations in respect of
amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of
liability (whether oral or written) and no claim or demand for payment (whether oral or written)
has been made (and, in the case of First Priority Obligations or Second Priority Obligations, as
the case may be, for indemnification, no notice for indemnification has been issued by the
indemnitee) at such time.
“Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to
time in the applicable jurisdiction.
1.2. Other Terms. For purposes of the definitions of Designated Cash Management
Obligations and Designated Hedging Obligations, a holder of First Priority Secured Obligations
consisting of Designated Cash Management Obligations and Designated Hedging Obligations, as the
case may be, shall only be required to be a First Priority Lender or an Affiliate of a First
Priority Lender at the time the Designated Cash Management Notice is provided or the relevant
Designated Hedging Agreement is entered into and the relevant Designated Hedging Agreement Notice
is provided, as the case may be.
1.3. Amended Agreements. All references in this Agreement to agreements or other
contractual obligations shall, unless otherwise specified, be deemed to refer to such agreements or
contractual obligations as amended, supplemented, restated or otherwise modified from time to time.
SECTION 2. Lien Priorities.
2.1. Subordination of Liens. (a) Any and all Liens now existing or hereafter created
or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations,
regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise
are expressly junior in priority, operation and effect to any and all Liens now existing or
hereafter created or arising in favor of the First Priority Secured Parties securing the First
Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or
filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless
of the time, order or method of grant, attachment, recording or perfection of any financing
statements or other security interests, assignments, pledges, deeds, mortgages and other liens,
charges or encumbrances or any defect or deficiency or alleged defect or deficiency in any of the
foregoing (including, without limitation, any filings under the Uniform Commercial Code, filings
with the Federal Aviation Administration (the “FAA”) or any filings in the International Registry),
(ii) any provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town
Convention or any applicable law or any First Priority Document or Second Priority Document, the
time of registration of International Interests in the International Registry with respect to any
Common Collateral, or any other circumstance whatsoever and (iii) the fact that any such Liens in
favor of any First Priority Secured Party securing any of the First Priority Obligations are (x)
subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority
Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(b) Any and all Liens now existing or hereafter created or arising in favor of any Junior
Priority Secured Party securing the Junior Priority Obligations, regardless of how acquired,
whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in
priority, operation and effect to
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any and all Liens now existing or hereafter created or arising in favor of the First Priority
Secured Parties securing the First Priority Obligations and in favor of the Second Priority Secured
Parties securing the Second Priority Obligations, notwithstanding (i) anything to the contrary
contained in any agreement or filing to which any Junior Priority Secured Party may now or
hereafter be a party, and regardless of the time, order or method of grant, attachment, recording
or perfection of any financing statements or other security interests, assignments, pledges, deeds,
mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or
deficiency in any of the foregoing (including, without limitation, any filings under the Uniform
Commercial Code, filings with the FAA or any filings in the International Registry), (ii) any
provision of the Uniform Commercial Code, the Federal Aviation Act, the Cape Town Convention or any
applicable law or any First Priority Document, Second Priority Document or Junior Priority
Document, the time of registration of International Interests in the International Registry with
respect to any Common Collateral, or any other circumstance whatsoever and (iii) the fact that any
such Liens in favor of any First Priority Secured Party securing any of the First Priority
Obligations or any such Liens in favor of any Second Priority Secured Party securing any of the
Second Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan
Party other than, in the case of the Second Priority Obligations, the First Priority Obligations or
(y) otherwise subordinated, voided, avoided, invalidated or lapsed.
(c) No First Priority Secured Party, Second Priority Secured Party or Junior Priority Secured
Party shall object to or contest, or support any other Person in contesting or objecting to, in any
proceeding (including without limitation, any Insolvency Proceeding), the validity, extent,
perfection, priority or enforceability of any security interest in the Common Collateral granted to
the other. Notwithstanding any failure by any First Priority Secured Party, Second Priority
Secured Party or Junior Priority Secured Party to perfect its security interests in the Common
Collateral or any avoidance, invalidation or subordination by any third party or court of competent
jurisdiction of the security interests in the Common Collateral granted to the First Priority
Secured Parties, the Second Priority Secured Parties or the Junior Priority Secured Parties, the
priority and rights as among the First Priority Secured Parties, the Second Priority Secured
Parties and the Junior Priority Secured Parties with respect to the Common Collateral shall be as
set forth herein.
2.2. Nature of First Priority Obligations. The Second Priority Representative on
behalf of itself and the other Second Priority Secured Parties, and the Junior Priority
Representative on behalf of itself and the other Junior Priority Secured Parties, acknowledge that
a portion of the First Priority Obligations represents debt that is revolving in nature and that
the amount thereof that may be outstanding at any time or from time to time may be increased or
reduced and subsequently reborrowed, and that the terms of the First Priority Obligations may be
modified, extended or amended from time to time, and that the aggregate amount of the First
Priority Obligations may be increased, replaced or refinanced, in each event, without notice to or
consent by the Second Priority Secured Parties or the Junior Priority Secured Parties and without
affecting the provisions hereof. The lien priorities provided in Section 2.1 shall not be altered
or otherwise affected by any such amendment, modification, supplement, extension, repayment,
reborrowing, increase, replacement, renewal, restatement or refinancing of any of the First
Priority Obligations, the Second Priority Obligations or the Junior Priority Obligations, or any
portion thereof.
2.3. Agreements Regarding Actions to Perfect Liens.
(a) The Second Priority Representative on behalf of itself and the other Second Priority
Secured Parties agrees that UCC-1 financing statements, filings with the FAA, filings in the
International Registry, patent, trademark or copyright filings or other filings or recordings filed
or recorded by or on behalf of the Second Priority Representative shall be in form satisfactory to
the First Priority Representative. The Junior Priority Representative on behalf of itself and the
other Junior Priority
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Secured Parties agrees that UCC-1 financing statements, filings with the FAA, filings in the
International Registry, patent, trademark or copyright filings or other filings or recordings filed
or recorded by or on behalf of the Junior Priority Representative shall be in form satisfactory to
the First Priority Representative and the Second Priority Representative.
(b) The Second Priority Representative agrees on behalf of itself and the other Second
Priority Secured Parties that all mortgages, deeds to secure debt, deeds of trust, deeds and
similar instruments (collectively, “mortgages”) now or thereafter filed against real property in
favor of or for the benefit of the Second Priority Representative shall be in form satisfactory to
the First Priority Representative and shall contain the following notation: “The lien created by
this mortgage on the property described herein is junior and subordinate to the lien on such
property created by any mortgage, deed to secure debt, deed of trust, deed or similar instrument
now or hereafter granted to JPMorgan Chase Bank, N.A., as collateral agent, and its successors and
assigns, in such property, in accordance with the provisions of the Intercreditor Agreement dated
as of April 30, 2007 among JPMorgan Chase Bank, N.A., as collateral agent for the First Priority
Secured Parties referred to therein, Xxxxxxx Xxxxx Credit Partners L.P., as collateral agent for
the Second Priority Secured Parties referred to therein, Delta Air Lines, Inc. and the other Loan
Parties referred to therein, and any other Persons who become parties thereto, as amended from time
to time.”
(c) The Junior Priority Representative agrees on behalf of itself and the other Junior
Priority Secured Parties that all mortgages (as defined above) now or thereafter filed against real
property in favor of or for the benefit of the Junior Priority Representative shall be in form
satisfactory to the First Priority Representative and the Second Priority Representative and shall
contain the following notation: “The lien created by this mortgage on the property described
herein is junior and subordinate to the lien on such property created by any mortgage, deed of
trust or similar instrument now or hereafter granted to JPMorgan Chase Bank, N.A., as collateral
agent, and its successors and assigns, and to the lien on such property created by any mortgage,
deed of trust or similar instrument now or hereafter granted to Xxxxxxx Xxxxx Credit Partners L.P.,
as collateral agent, and its successors and assigns, in each case in such property, in accordance
with the provisions of the Intercreditor Agreement dated as of April 30, 2007 among JPMorgan Chase
Bank, N.A., as collateral agent for the First Priority Secured Parties referred to therein, Xxxxxxx
Xxxxx Credit Partners L.P., as collateral agent for the Second Priority Secured Parties referred to
therein, Delta Air Lines, Inc. and the other Loan Parties referred to therein, and any other
Persons who become parties thereto, as amended from time to time.”
(d) The First Priority Representative hereby acknowledges that, to the extent that (x) it
holds, or a third party holds on its behalf, physical possession of or “control” (as defined in the
Uniform Commercial Code) over Common Collateral pursuant to the First Priority Security Documents
(including without limitation, control agreements in respect of deposit accounts or securities
accounts) or (y) an assignment of moneys constituting amounts due or to be due under government
contracts pursuant to the Assignment of Claims Act of 1940, as amended, to the extent constituting
Common Collateral, has been made to the First Priority Representative pursuant to the First
Priority Security Documents (each, an “Assignment of Moneys”), such possession, control or
assignment is also for the benefit of the Second Priority Representative, the other Second Priority
Secured Parties, the Junior Priority Representative and the other Junior Priority Secured Parties
solely to the extent required to perfect their security interest in such Common Collateral.
Nothing in the preceding sentence shall be construed to impose any duty on the First Priority
Representative (or any third party acting on its behalf) with respect to such Common Collateral or
provide the Second Priority Representative, any other Second Priority Secured Party, the Junior
Priority Representative or any other Junior Priority Secured Party with any rights with respect to
such Common Collateral beyond those specified in this Agreement, the Second Priority Security
Documents or the Junior Priority Security Documents, as applicable, provided that
subsequent to the occurrence of the First Priority Obligations Payment Date, the First Priority
Representative shall
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(i) deliver to the Second Priority Representative, at the Borrower’s sole cost and expense, the
Common Collateral in its possession or control together with any necessary endorsements, and in the
case of any control agreements in respect of deposit accounts or securities accounts or any
Assignment of Moneys, execute, at the Borrower’s sole cost and expense, any documents reasonably
requested by the Borrower and the Second Priority Representative to permit the Second Priority
Representative to become a party thereto as the replacement secured party or assignee, as the case
may be, in each case to the extent required by the Second Priority Documents (at which point the
Second Priority Representative shall hold any applicable Common Collateral in accordance with this
Section for the benefit of the Junior Priority Secured Parties until the Second Priority
Obligations Payment Date) or (ii) direct and deliver such Common Collateral as a court of competent
jurisdiction otherwise directs, and provided, further, that the provisions of this
Agreement are intended solely to govern the respective Lien priorities as between the First
Priority Secured Parties, the Second Priority Secured Parties and the Junior Priority Secured
Parties, as applicable, and shall not impose on the First Priority Secured Parties or the Second
Priority Secured Parties, as applicable, any obligations in respect of the disposition of any
Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any
claims thereon in favor of any other Person that is not a Secured Party.
2.4. Subordination of International Interests. The Second Priority Representative
agrees on behalf of itself and the other Second Priority Secured Parties that it hereby authorizes
and agrees to make filings with the International Registry indicating the subordination of its
International Interests with respect to any of the Common Collateral which consists of Aircraft or
Engines to the International Interests of the First Priority Representative in such Aircraft and
Engines. The Junior Priority Representative agrees on behalf of itself and the other Junior
Priority Secured Parties that it hereby authorizes and agrees to make filings with the
International Registry indicating the subordination of its International Interests with respect to
any of the Common Collateral which consists of Aircraft or Engines to the International Interests
of the First Priority Representative and the Second Priority Representative in such Aircraft and
Engines.
SECTION 3. Enforcement Rights.
3.1. Exclusive Enforcement. Until the First Priority Obligations Payment Date has
occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party,
the First Priority Secured Parties shall have the exclusive right to take and continue any
Enforcement Action with respect to the Common Collateral, without any consultation with or consent
of any Second Priority Secured Party or Junior Priority Secured Party, but subject to the proviso
set forth in Sections 3.2 and 5.1. After the First Priority Obligations Payment Date has
occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party,
the Second Priority Secured Parties shall have the exclusive right to take and continue any
Enforcement Action with respect to the Common Collateral, without any consultation with or consent
of any Junior Priority Secured Party, but subject to the proviso set forth in Section 5.1. Upon
the occurrence and during the continuance of an event of default under the First Priority
Documents, the First Priority Representative and the other First Priority Secured Parties may take
and continue any Enforcement Action with respect to the First Priority Obligations and the Common
Collateral in such order and manner as they may determine in their sole discretion in accordance
with the First Priority Documents and applicable laws. Upon the occurrence and during the
continuance of an event of default under the Second Priority Documents after the First Priority
Obligations Payment Date has occurred, the Second Priority Representative and the other Second
Priority Secured Parties may take and continue any Enforcement Action with respect to the Second
Priority Obligations and the Common Collateral in such order and manner as they may determine in
their sole discretion in accordance with the Second Priority Documents and applicable laws.
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3.2. Standstill and Waivers. (a) The Second Priority Representative, on behalf of
itself and the other Second Priority Secured Parties, agrees that, until the First Priority
Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1:
(i) they will not take or cause to be taken any action, the purpose or effect of which is to
make any Lien in respect of any Second Priority Obligation pari passu with or senior to, or to give
any Second Priority Secured Party any preference or priority relative to, the Liens with respect to
the First Priority Obligations or the First Priority Secured Parties with respect to any of the
Common Collateral;
(ii) they will not contest, oppose, object to, interfere with, hinder or delay, in any manner,
whether by judicial proceedings (including without limitation the filing of an Insolvency
Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer, repossession or other
disposition of the Common Collateral by any First Priority Secured Party or any other Enforcement
Action taken (or any forbearance from taking any Enforcement Action) by or on behalf of any First
Priority Secured Party (including, without limitation, any rights under Section 1110 of the
Bankruptcy Code or under the Cape Town Convention);
(iii) they have no right to (A) direct either the First Priority Representative or any other
First Priority Secured Party to exercise any right, remedy or power with respect to the Common
Collateral or pursuant to the First Priority Security Documents or (B) consent or object to the
exercise by the First Priority Representative or any other First Priority Secured Party of any
right, remedy or power with respect to the Common Collateral or pursuant to the First Priority
Security Documents or to the timing or manner in which any such right is exercised or not exercised
(or, to the extent they may have any such right described in this clause (iii), whether as a junior
lien creditor or otherwise, they hereby irrevocably waive such right);
(iv) they will not institute any suit or other proceeding or assert in any suit, Insolvency
Proceeding or other proceeding any claim against any First Priority Secured Party seeking damages
from or other relief by way of specific performance, instructions or otherwise, with respect to,
and no First Priority Secured Party shall be liable for, any action taken or omitted to be taken by
any First Priority Secured Party with respect to the Common Collateral or pursuant to the First
Priority Documents;
(v) they will not make any judicial or nonjudicial claim or demand or commence any judicial or
non-judicial proceedings against any Loan Party or any of its subsidiaries or affiliates under or
with respect to any Second Priority Security Document seeking payment or damages from or other
relief by way of specific performance, instructions or otherwise under or with respect to any
Second Priority Security Document (other than filing a proof of claim) or exercise any right,
remedy or power under or with respect to, or otherwise take any action to enforce, any Second
Priority Security Document (other than filing a proof of claim);
(vi) they will not commence judicial or nonjudicial foreclosure proceedings with respect to,
seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any
action to take possession of any Common Collateral, exercise any right, remedy or power with
respect to, or otherwise take any action to enforce their interest in or realize upon, the Common
Collateral or pursuant to the Second Priority Security Documents; and
(vii) they will not seek, and hereby waive any right, to have the Common Collateral or any
part thereof marshaled upon any foreclosure or other disposition of the Common Collateral;
provided that, notwithstanding the foregoing, any Second Priority Secured Party may
exercise its rights and remedies in respect of the Common Collateral under the Second Priority
Security Documents or
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applicable law (and any recovery therefrom shall be for the benefit of the First Priority Secured
Parties) after the passage of a period of 180 days (the
“Standstill Period”) from the date of
delivery of a notice in writing to the First Priority Representative of its intention to exercise
such rights and remedies, which notice may only be delivered following the occurrence of and during
the continuation of an “Event of Default” under and as defined in the Second Priority Agreement;
provided, further, however, that, notwithstanding the foregoing, in no event shall
any Second Priority Secured Party exercise or continue to exercise any such rights or remedies if,
notwithstanding the expiration of the Standstill Period, (i) any First Priority Secured Party shall
have commenced and be diligently pursuing the exercise of any of its rights and remedies with
respect to any of the Common Collateral (prompt notice of such exercise to be given to the Second
Priority Representative) or (ii) an Insolvency Proceeding in respect of any Loan Party shall have
been commenced; and provided, further, that in any Insolvency Proceeding commenced
by or against any Loan Party, the Second Priority Representative and the Second Priority Secured
Parties may take any action expressly permitted by Section 5.
(b) The Junior Priority Representative, on behalf of itself and the other Junior Priority
Secured Parties, agrees that, until the First Priority Obligations Payment Date and the Second
Priority Obligations Payment Date have occurred, subject to the proviso set forth in Section 5.1:
(i) they will not take or cause to be taken any action, the purpose or effect of which is to
make any Lien in respect of any Junior Priority Obligation pari passu with or senior to, or to give
any Junior Priority Secured Party any preference or priority relative to, the Liens with respect to
the First Priority Obligations, the First Priority Secured Parties, the Second Priority Obligations
or the Second Priority Secured Parties with respect to any of the Common Collateral;
(ii) they will not contest, oppose, object to, interfere with, hinder or delay, in any manner,
whether by judicial proceedings (including without limitation the filing of an Insolvency
Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer, repossession or other
disposition of the Common Collateral by any First Priority Secured Party or any Second Priority
Secured Party or any other Enforcement Action taken (or any forbearance from taking any Enforcement
Action) by or on behalf of any First Priority Secured Party or any Second Priority Secured Party
(including, without limitation, any rights under Section 1110 of the Bankruptcy Code or under the
Cape Town Convention);
(iii) they have no right to (i) direct either the First Priority Representative, any other
First Priority Secured Party, the Second Priority Representative or any other Second Priority
Secured Party to exercise any right, remedy or power with respect to the Common Collateral or
pursuant to the First Priority Security Documents or the Second Priority Security Documents, as
applicable, or (ii) consent or object to the exercise by the First Priority Representative, any
other First Priority Secured Party, the Second Priority Representative or any other Secured
Priority Secured Party of any right, remedy or power with respect to the Common Collateral or
pursuant to the First Priority Security Documents or the Second Priority Security Documents, as
applicable, or to the timing or manner in which any such right is exercised or not exercised (or,
to the extent they may have any such right described in this clause (iii), whether as a junior lien
creditor or otherwise, they hereby irrevocably waive such right);
(iv) they will not institute any suit or other proceeding or assert in any suit, Insolvency
Proceeding or other proceeding any claim against any First Priority Secured Party or Second
Priority Secured Party seeking damages from or other relief by way of specific performance,
instructions or otherwise, with respect to, and no First Priority Secured Party or Second Priority
Secured Party shall be liable for, any action taken or omitted to be taken by any First Priority
Secured Party or Second Priority Secured Party, as the case may be, with respect to the Common
Collateral or pursuant to the First Priority Documents or the Second Priority Security Documents,
as applicable;
15
(v) they will not make any judicial or nonjudicial claim or demand or commence any judicial or
non-judicial proceedings against any Loan Party or any of its subsidiaries or affiliates under or
with respect to any Junior Priority Security Document seeking payment or damages from or other
relief by way of specific performance, instructions or otherwise under or with respect to any
Junior Priority Security Document (other than filing a proof of claim) or exercise any right,
remedy or power under or with respect to, or otherwise take any action to enforce, any Junior
Priority Security Document (other than filing a proof of claim);
(vi) they will not commence judicial or nonjudicial foreclosure proceedings with respect to,
seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any
action to take possession of any Common Collateral, exercise any right, remedy or power with
respect to, or otherwise take any action to enforce their interest in or realize upon, the Common
Collateral or pursuant to the Junior Priority Security Documents; and
(vii) they will not seek, and hereby waive any right, to have the Common Collateral or any
part thereof marshaled upon any foreclosure or other disposition of the Common Collateral.
3.3. Judgment Creditors. In the event that any Second Priority Secured Party or
Junior Priority Secured Party becomes a judgment lien creditor in respect of Common Collateral as a
result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be
subject to the terms of this Agreement for all purposes (including in relation to the First
Priority Liens and the First Priority Obligations and, in the case of Junior Priority Secured
Parties, in relation to the Second Priority Liens and the Second Priority Obligations) to the same
extent as all other Liens securing the Second Priority Obligations or the Junior Priority
Obligations, as the case may be, are subject to the terms of this Agreement.
3.4. Cooperation. The Second Priority Representative, on behalf of itself and the
other Second Priority Secured Parties, agrees that each of them shall take such actions as the
First Priority Representative shall request in connection with the exercise by the First Priority
Secured Parties of their rights set forth herein. The Junior Priority Representative, on behalf of
itself and the other Junior Priority Secured Parties, agree that each of them shall take such
actions as the First Priority Representative or Second Priority Representative shall request in
connection with the exercise of their rights set forth herein.
3.5. No Additional Rights For the Loan Parties Hereunder. Except as provided in
Section 3.6, if any First Priority Secured Party, Second Priority Secured Party or Junior Priority
Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, no
Loan Party shall be entitled to use such violation as a defense to any action by any First Priority
Secured Party, Second Priority Secured Party or Junior Priority Secured Party, nor to assert such
violation as a counterclaim or basis for set off or recoupment against any First Priority Secured
Party, Second Priority Secured Party or Junior Priority Secured Party.
3.6. Actions Upon Breach. (a) If any Second Priority Secured Party, contrary to this
Agreement, commences or participates in any action or proceeding against any Loan Party or the
Common Collateral, such Loan Party may interpose as a defense or dilatory plea the making of this
Agreement, and any First Priority Secured Party may intervene and interpose such defense or plea in
its or their name or in the name of such Loan Party.
(b) Should any Second Priority Secured Party, contrary to this Agreement, in any way take,
attempt to or threaten to take any action with respect to the Common Collateral (including, without
limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or
fail to
16
take any action required by this Agreement, any First Priority Secured Party (in its own name
or in the name of the relevant Loan Party) or the relevant Loan Party may obtain relief against
such Second Priority Secured Party by injunction, specific performance and/or other appropriate
equitable relief, it being understood and agreed by the Second Priority Representative on behalf of
each Second Priority Secured Party that (i) the First Priority Secured Parties’ damages from its
actions may at that time be difficult to ascertain and may be irreparable, and (ii) each Second
Priority Secured Party waives any defense that the Loan Parties and/or the First Priority Secured
Parties cannot demonstrate damage and/or be made whole by the awarding of damages.
(c) If any Junior Priority Secured Party, contrary to this Agreement, commences or
participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan
Party may interpose as a defense or dilatory plea the making of this Agreement, and any First
Priority Secured Party (or, after the First Priority Obligations Payment Date, any Second Priority
Secured Party) may intervene and interpose such defense or plea in its or their name or in the name
of such Loan Party.
(d) Should any Junior Priority Secured Party, contrary to this Agreement, in any way take,
attempt to or threaten to take any action with respect to the Common Collateral (including, without
limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or
fail to take any action required by this Agreement, any First Priority Secured Party (or, after the
First Priority Obligations Payment Date, any Second Priority Secured Party) (in its own name or in
the name of the relevant Loan Party) or the relevant Loan Party may obtain relief against such
Junior Priority Secured Party by injunction, specific performance and/or other appropriate
equitable relief, it being understood and agreed by the Junior Priority Representative on behalf of
each Junior Priority Secured Party that (i) the First Priority Secured Parties’ and the Second
Priority Secured Parties’ damages from its actions may at that time be difficult to ascertain and
may be irreparable, and (ii) each Junior Priority Secured Party waives any defense that the Loan
Parties and/or the First Priority Secured Parties or Secured Priority Secured Parties cannot
demonstrate damage and/or be made whole by the awarding of damages.
3.7. Option to Purchase. (a) The First Priority Representative agrees that it will
give the Second Priority Representative written notice (the “Enforcement Notice”) within five
business days after commencing any Enforcement Action with respect to Common Collateral (which
notice shall be effective for all Enforcement Actions taken after the date of such notice so long
as the First Priority Representative is diligently pursuing in good faith the exercise of its
default or enforcement rights or remedies against, or diligently attempting in good faith to vacate
any stay of enforcement rights of its senior Liens on a material portion of the Common Collateral,
including, without limitation, all Enforcement Actions identified in such notice). Any Second
Priority Secured Party shall have the option, by irrevocable written notice (the “Purchase Notice”)
delivered by the Second Priority Representative to the First Priority Representative no later than
five business days after receipt by the Second Priority Representative of the Enforcement Notice,
to purchase all of the First Priority Obligations from the First Priority Secured Parties. If the
Second Priority Representative so delivers the Purchase Notice, the First Priority Representative
shall terminate any existing Enforcement Actions and shall not take any further Enforcement
Actions, provided, that the Purchase (as defined below) shall have been consummated on the
date specified in the Purchase Notice in accordance with this Section 3.7.
(b) On the date specified by the Second Priority Representative in the Purchase Notice (which
shall be a business day not less than five business days, nor more than ten business days, after
receipt by the First Priority Representative of the Purchase Notice, the First Priority Secured
Parties shall, subject to any required approval of any court or other governmental authority then
in effect, sell to the Second Priority Secured Parties electing to purchase pursuant to Section
3.7(a) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from
the First Priority Secured Parties, the First Priority Obligations; provided, that the
First Priority Obligations purchased shall not
17
include any rights of First Priority Secured Parties with respect to indemnification and other
obligations of the Loan Parties under the First Priority Documents that are expressly stated to
survive the termination of the First Priority Documents (the “Surviving Obligations”).
(c) Without limiting the obligations of the Loan Parties under the First Priority Documents to
the First Priority Secured Parties with respect to the Surviving Obligations (which shall not be
transferred in connection with the Purchase), on the date of the Purchase, the Purchasing Parties
shall (i) pay to the First Priority Secured Parties as the purchase price (the “Purchase Price”)
(or, if higher, the market price in respect thereof) therefor the full amount of all First Priority
Obligations then outstanding and unpaid (including principal, interest, fees, breakage costs,
reasonable attorneys’ fees and expenses, and, in the case of any Designated Hedging Obligations,
the amount that would be payable by the relevant Loan Party thereunder if it were to terminate such
Designated Hedging Obligations on the date of the Purchase or, if not terminated, an amount
determined by the relevant First Priority Secured Party to be necessary to collateralize its credit
risk arising out of such Designated Hedging Obligations), (ii) furnish cash collateral (the “Cash
Collateral”) to the First Priority Secured Parties in such amounts as the relevant First Priority
Secured Parties determine is reasonably necessary to secure such First Priority Secured Parties in
connection with any outstanding letters of credit (not to exceed 105% of the aggregate undrawn face
amount of such letters of credit), (iii) agree to reimburse the First Priority Secured Parties for
any loss, cost, damage or expense (including reasonable attorneys’ fees and expenses) in connection
with any fees, costs or expenses related to any checks or other payments provisionally credited to
the First Priority Obligations and/or as to which the First Priority Secured Parties have not yet
received final payment and (iv) agree, after written request from the First Priority
Representative, to reimburse the First Priority Secured Parties in respect of indemnification
obligations of the Loan Parties under the First Priority Documents as to matters or circumstances
known to the Purchasing Parties at the time of the Purchase which could reasonably be expected to
result in any loss, cost, damage or expense to any of the First Priority Secured Parties,
provided that, in no event shall any Purchasing Party have any liability for such amounts
in excess of proceeds of Common Collateral received by the Purchasing Parties.
(d) The Purchase Price and Cash Collateral shall be remitted by wire transfer in immediately
available funds to such account of the First Priority Representative as it shall designate to the
Purchasing Parties. The First Priority Representative shall, promptly following its receipt
thereof, distribute the amounts received by it in respect of the Purchase Price to the First
Priority Secured Parties in accordance with the First Priority Agreement. Interest shall be
calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the
Purchasing Parties to the account designated by the First Priority Representative are received in
such account prior to 12:00 Noon, New York City time, and interest shall be calculated to and
including such day if the amounts so paid by the Purchasing Parties to the account designated by
the First Priority Representative are received in such account later than 12:00 Noon, New York City
time.
(e) The Purchase shall be made without representation or warranty of any kind by the First
Priority Secured Parties as to the First Priority Obligations, the Common Collateral or otherwise
and without recourse to the First Priority Secured Parties, except that the First Priority Secured
Parties shall represent and warrant: (i) the amount of the First Priority Obligations being
purchased, (ii) that the First Priority Secured Parties own the First Priority Obligations free and
clear of any liens or encumbrances and (iii) that the First Priority Secured Parties have the right
to assign the First Priority Obligations and the assignment is duly authorized.
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SECTION 4. Application Of Proceeds Of Common Collateral; Dispositions And Releases Of Common
Collateral; Inspection and Insurance.
4.1. Application of Proceeds; Turnover Provisions. All proceeds of Common Collateral
(including without limitation any interest earned thereon) resulting from the sale, collection or
other disposition of Common Collateral in connection with an Enforcement Action, whether or not
pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First
Priority Representative for application to the First Priority Obligations in accordance with the
terms of the First Priority Documents, until the First Priority Obligations Payment Date has
occurred, second, to the Second Priority Representative for application to the Second
Priority Obligations in accordance with the terms of the Second Priority Documents until the Second
Priority Obligations Payment Date has occurred, and thereafter, to the Junior Priority
Representative for application in accordance with the Junior Priority Documents. Until the
occurrence of the First Priority Obligations Payment Date, any Common Collateral, including without
limitation any such Common Collateral constituting proceeds, that may be received by any Second
Priority Secured Party or Junior Priority Secured Party in violation of this Agreement shall be
segregated and held in trust and promptly paid over to the First Priority Representative, for the
benefit of the First Priority Secured Parties, in the same form as received, with any necessary
endorsements, and each Second Priority Secured Party and Junior Priority Secured Party hereby
authorizes the First Priority Representative to make any such endorsements as agent for the Second
Priority Representative or Junior Priority Representative, as applicable (which authorization,
being coupled with an interest, is irrevocable). After the occurrence of the First Priority
Obligations Payment Date and until the occurrence of the Second Priority Obligations Payment Date,
any Common Collateral, including without limitation any such Common Collateral constituting
proceeds, that may be received by any Junior Priority Secured Party in violation of this Agreement
shall be segregated and held in trust and promptly paid over to the Second Priority Representative,
for the benefit of the Second Priority Secured Parties, in the same form as received, with any
necessary endorsements, and each Junior Priority Secured Party hereby authorizes the Second
Priority Representative to make any such endorsements as agent for the Junior Priority
Representative (which authorization, being coupled with an interest, is irrevocable).
4.2. Releases of Second Priority Lien and Junior Priority Lien. (a) Upon any
release, sale or disposition of Common Collateral permitted pursuant to the terms of the First
Priority Documents (or, after the First Priority Obligations Payment Date, the Second Priority
Documents) that results in the release of the First Priority Lien (or, after the First Priority
Obligations Payment Date, the Second Priority Lien) on any Common Collateral (excluding any sale or
other disposition that is expressly prohibited by the Second Priority Agreement or the Junior
Priority Agreement unless such sale or disposition is consummated in connection with an Enforcement
Action or consummated after the institution of any Insolvency Proceeding), the Second Priority Lien
and any Junior Priority Lien on such Common Collateral (excluding any portion of the proceeds of
such Common Collateral remaining after the First Priority Obligations Payment Date occurs) shall be
automatically and unconditionally released with no further consent or action of any Person.
(b) The Second Priority Representative or Junior Priority Representative, as applicable, shall
promptly execute and deliver such release documents and instruments and shall take such further
actions as the Senior Representative shall request to evidence any release of the Second Priority
Lien and any Junior Priority Lien described in paragraph (a) of this Section 4.2 (and the Second
Priority Representative or Junior Priority Representative, as applicable, shall be entitled to
conclusively reply on such written request). The Second Priority Representative or Junior Priority
Representative, as applicable, hereby appoints the Senior Representative, and any officer or duly
authorized person of the Senior Representative, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the
Second Priority Representative or Junior Priority Representative, as applicable, and in the name of
the Second Priority Representative or Junior Priority
19
Representative, as applicable, or in the Senior Representative’s own name, from time to time,
in the Senior Representative’s sole discretion, for the purposes of carrying out the terms of this
Section 4.2, to take any and all appropriate action and to execute and deliver any and all
documents and instruments as may be necessary or desirable to accomplish the purposes of this
Section 4.2, including, without limitation, any financing statements, endorsements, assignments,
releases or other documents or instruments of transfer (which appointment, being coupled with an
interest, is irrevocable). For purposes hereof, “Senior Representative” means (i) with respect to
the Second Priority Representative and until the occurrence of the First Priority Obligations
Payment Date, the First Priority Representative and (ii) with respect to the Junior Priority
Representative, (A) until the occurrence of the First Priority Obligations Payment Date, the First
Priority Representative and (B) after the occurrence of the First Priority Obligations Payment
Date, the Second Priority Representative.
4.3. Inspection Rights and Insurance. (a) Any First Priority Secured Party and its
representatives and invitees may at any time inspect, repossess, remove and otherwise deal with the
Common Collateral pursuant to the provisions of the First Priority Documents, and the First
Priority Representative may advertise and conduct public auctions or private sales of the Common
Collateral, in each case without notice to, the involvement of or interference by any Second
Priority Secured Party or Junior Priority Secured Party or liability to any Second Priority Secured
Party or Junior Priority Secured Party. After the First Priority Obligations Payment Date, any
Second Priority Secured Party and its representatives and invitees may at any time inspect,
repossess, remove and otherwise deal with the Common Collateral pursuant to the provisions of the
Second Priority Documents, and the Second Priority Representative may advertise and conduct public
auctions or private sales of the Common Collateral, in each case without notice to, the involvement
of or interference by any Junior Priority Secured Party or liability to any Junior Priority Secured
Party
(b) Until the First Priority Obligations Payment Date has occurred, the First Priority
Representative will have the sole and exclusive right (i) to be named as additional insured and
loss payee under any insurance policies maintained from time to time by any Loan Party with respect
to the Common Collateral (except that the Second Priority Representative and Junior Priority
Representative shall have the right to be named as additional insured and loss payee so long as its
second lien or junior lien status is identified in a manner satisfactory to the First Priority
Representative); (ii) to adjust or settle any insurance policy or claim covering the Common
Collateral in the event of any loss thereunder and (iii) to approve any award granted in any
condemnation or similar proceeding affecting the Common Collateral, in each case to the extent
provided by the First Priority Documents. After the First Priority Obligations Payment Date has
occurred and until the Second Priority Obligations Payment Date has occurred, the Second Priority
Representative will have the sole and exclusive right (A) to be named as additional insured and
loss payee under any insurance policies maintained from time to time by any Loan Party with respect
to the Common Collateral (except that the Junior Priority Representative shall have the right to be
named as additional insured and loss payee so long as its junior lien status is identified in a
manner satisfactory to the Second Priority Representative); (B) to adjust or settle any insurance
policy or claim covering the Common Collateral in the event of any loss thereunder and (C) to
approve any award granted in any condemnation or similar proceeding affecting the Common
Collateral, in each case to the extent provided by the Second Priority Documents.
SECTION 5. Insolvency Proceedings.
5.1. Filing of Motions. Until the First Priority Obligations Payment Date has
occurred (and, in the case of the Junior Priority Representative and the other Junior Priority
Secured Parties, until both the First Priority Obligations Payment Date and the Second Lien
Obligations Payment Date have occurred), (a) the Second Priority Representative agrees on behalf of
itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall,
in or in connection with any Insolvency
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Proceeding, file any pleadings or motions, take any position at any hearing or proceeding of
any nature, or otherwise take any action whatsoever, that in each case (i) violates, or is
prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would
violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege that
arises in favor of the Second Priority Representative or Second Priority Secured Parties, in whole
or in part, as a result of their interest in the Common Collateral or in the Second Priority Lien
(unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates in
any way to the determination of any Liens or claims held by the First Priority Representative
(including the validity and enforceability thereof) or any other First Priority Secured Party or
the value of any claims of such parties under Section 506(a) of the Bankruptcy Code or otherwise,
and (b) the Junior Priority Representative agrees on behalf of itself and the other Junior Priority
Secured Parties that no Junior Priority Secured Party shall, in or in connection with any
Insolvency Proceeding, file any pleadings or motions, take any position at any hearing or
proceeding of any nature, or otherwise take any action whatsoever, that in each case (i) violates,
or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise
would violate or be prohibited by this Agreement), (ii) asserts any right, benefit or privilege
that arises in favor of the Junior Priority Representative or Junior Priority Secured Parties, in
whole or in part, as a result of their interest in the Common Collateral or in the Junior Priority
Lien (unless the assertion of such right is expressly permitted by this Agreement) or (iii) relates
in any way to the determination of any Liens or claims held by (x) the First Priority
Representative (including the validity and enforceability thereof) or any other First Priority
Secured Party or (y) the Second Priority Representative (including the validity and enforceability
thereof) or any other Second Priority Secured Party, or the value of any claims of such parties
under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority
Representative and the Junior Priority Representative may file a proof of claim in an Insolvency
Proceeding, subject to the limitations contained in this Agreement and only if consistent with the
terms and the limitations on the Second Priority Representative or the Junior Priority
Representative, as applicable, imposed hereby.
5.2. Financing Matters. If any Loan Party becomes subject to any Insolvency
Proceeding, and if the First Priority Representative or the other First Priority Secured Parties
desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to
provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the
provision of such financing to any Loan Party by any third party (any such financing, “DIP
Financing”), then the Second Priority Representative agrees, on behalf of itself and the other
Second Priority Secured Parties, and the Junior Priority Representative agrees, on behalf of itself
and the other Junior Priority Secured Parties, that each Second Priority Secured Party or Junior
Priority Secured Party, as applicable, (a) will be deemed to have consented to, will raise no
objection to, nor support any other Person objecting to, the use of such cash collateral or to such
DIP Financing, provided that, except as otherwise agreed by the Second Priority
Representative, the principal amount of such DIP Financing does not exceed (together with amounts
outstanding under the First Priority Agreements which are subject to the Cap Amount) the Cap
Amount, (b) will not request or accept adequate protection or any other relief in connection with
the use of such cash collateral or such DIP Financing except as set forth in paragraph 5.4 below
and (c) will subordinate (and will be deemed hereunder to have subordinated) the Second Priority
Liens or Junior Priority Liens, as the case may be, (i) to such DIP Financing on the same terms as
the First Priority Liens are subordinated thereto (and such subordination will not alter in any
manner the terms of this Agreement), (ii) to any adequate protection provided to the First Priority
Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the
other First Priority Secured Parties, and (d) agrees that notice received two calendar days prior
to the entry of an order approving such usage of cash collateral or approving such financing shall
be adequate notice.
5.3. Relief From the Automatic Stay. The Second Priority Representative agrees, on
behalf of itself and the other Second Priority Secured Parties, and the Junior Priority
Representative agrees, on behalf of itself and the other Junior Priority Secured Parties, that none
of them will seek relief from the
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automatic stay or from any other stay in any Insolvency Proceeding or take any action in
derogation thereof, in each case in respect of any Common Collateral, without the prior written
consent of the First Priority Representative.
5.4. Adequate Protection. The Second Priority Representative, on behalf of itself and
the other Second Priority Secured Parties, and the Junior Priority Representative, on behalf of
itself and the other Junior Priority Secured Parties, each agree that none of them shall object,
contest, or support any other Person objecting to or contesting, (a) any request by the First
Priority Representative or the other First Priority Secured Parties for adequate protection or any
adequate protection provided to the First Priority Representative or the other First Priority
Secured Parties or (b) any objection by the First Priority Representative or any other First
Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of
adequate protection or (c) the payment of interest, fees, expenses or other amounts to the First
Priority Representative or any other First Priority Secured Party under Section 506(b) or 506(c) of
the Bankruptcy Code or otherwise. Notwithstanding anything contained in this Section and in
Section 5.2(b) (but subject to all other provisions of this Agreement, including, without
limitation, Sections 5.2(a) and 5.3), in any Insolvency Proceeding, (i) if the First Priority
Secured Parties (or any subset thereof) are granted adequate protection consisting of additional
collateral (with replacement liens on such additional collateral) and superpriority claims in
connection with any DIP Financing or use of cash collateral, and the First Priority Secured Parties
do not object to the adequate protection being provided to them, then in connection with any such
DIP Financing or use of cash collateral, the Second Priority Representative, on behalf of itself
and any of the Second Priority Secured Parties, or the Junior Priority Representative agrees, on
behalf of itself and the other Junior Priority Secured Parties, as the case may be, may seek or
accept adequate protection consisting solely of (x) a replacement Lien on the same additional
collateral, subordinated to the Liens securing the First Priority Obligations (and, in the case of
the Junior Priority Liens, subordinated to the Liens securing the Second Priority Obligations) and
such DIP Financing on the same basis as the other Liens securing the Second Priority Obligations
are so subordinated to the First Priority Obligations under this Agreement (or, in the case of the
Junior Priority Liens, on the same basis as the other Liens securing the Junior Priority
Obligations are so subordinated to the First Priority Obligations and the Second Priority
Obligations under this Agreement), (y) superpriority claims junior in all respects to the
superpriority claims granted to the First Priority Secured Parties (and, in the case of the Junior
Priority Secured Parties, the claims granted to the Second Priority Secured Parties) and (z)
subject to the right of the First Priority Secured Parties to object thereto, the payment of
post-petition interest at the pre-default rate (provided, in the case of this clause (z),
that the First Priority Secured Parties have been granted post-petition interest, at a rate no
lower than the pre-default rate), provided, however, that the Second Priority
Representative and the Junior Priority Representative, as applicable, shall have irrevocably
agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second
Priority Secured Parties or the Junior Priority Secured Parties, as applicable, in any stipulation
and/or order granting such adequate protection, that such junior superpriority claims may be paid
under any plan of reorganization in any combination of cash, debt, equity or other property having
a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in
the event the Second Priority Representative, on behalf of itself and the Second Priority Secured
Parties, or the Junior Priority Representative, on behalf of itself and the Junior Priority Secured
Parties, seeks or accepts adequate protection in accordance with clause (i) above and such adequate
protection is granted in the form of additional collateral, then the Second Priority
Representative, on behalf of itself or any of the Second Priority Secured Parties, or the Junior
Priority Representative, on behalf of itself or any of the Junior Priority Secured Parties, as
applicable, agrees that the First Priority Representative shall also be granted a senior Lien on
such additional collateral as security for the First Priority Obligations and any such DIP
Financing and that any Lien on such additional collateral securing the Second Priority Obligations
or the Junior Priority Obligations, as the case may be, shall be subordinated to the Liens on such
collateral securing the First Priority Obligations (and, in the case of the Junior Priority
Obligations, the Second Priority Obligations) and any such DIP
22
Financing (and all obligations relating thereto) and any other Liens granted to the First
Priority Secured Parties (and, in the case of the Junior Priority Secured Parties, the Liens
granted to the Second Priority Secured Parties) as adequate protection, with such subordination to
be on the same terms that the other Liens securing the Second Priority Obligations or the Junior
Priority Obligations, as the case may be, are subordinated to such First Priority Obligations (and,
in the case of the Junior Priority Obligations, the Second Priority Obligations) under this
Agreement. The Second Priority Representative, on behalf of itself and the other Second Priority
Secured Parties, and the Junior Priority Representative, on behalf of itself or any of the Junior
Priority Secured Parties, each agree that except as expressly set forth in this Section none of
them shall seek or accept adequate protection without the prior written consent of the First
Priority Representative (and, in the case of the Junior Priority Secured Parties, the Second
Priority Representative).
5.5. Avoidance Issues. If any First Priority Secured Party is required in any
Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any
Loan Party, because such amount was avoided or ordered to be paid or disgorged for any reason,
including without limitation because it was found to be a fraudulent or preferential transfer, any
amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of
set-off or otherwise, then the First Priority Obligations shall be reinstated to the extent of such
Recovery and deemed to be outstanding as if such payment had not occurred and the First Priority
Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been
terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and
such prior termination shall not diminish, release, discharge, impair or otherwise affect the
obligations of the parties hereto. The Second Priority Secured Parties and the Junior Priority
Secured Parties agree that none of them shall be entitled to benefit from any avoidance action
affecting or otherwise relating to any distribution or allocation made in accordance with this
Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of
such avoidance action otherwise allocable to them shall instead be allocated and turned over for
application in accordance with the priorities set forth in this Agreement.
5.6. Asset Dispositions in an Insolvency Proceeding. In an Insolvency Proceeding,
neither the Second Priority Representative, the Junior Priority Representative nor any other Second
Priority Secured Party or Junior Priority Secured Party shall oppose any sale or disposition of any
assets of any Loan Party that is supported by the First Priority Secured Parties, and the Second
Priority Representative, the Junior Priority Representative and each other Second Priority Secured
Party and Junior Priority Secured Party will be deemed to have consented under Section 363 of the
Bankruptcy Code (and otherwise) to any sale supported by the First Priority Secured Parties and to
have released their Liens on such assets.
5.7. Separate Grants of Security and Separate Classification. Each Second Priority
Secured Party and each Junior Priority Secured Party acknowledges and agrees that (a) the grants of
Liens pursuant to the First Priority Security Documents, the Second Priority Security Documents and
the Junior Priority Security Documents constitute separate and distinct grants of Liens and (b)
because of, among other things, their differing rights in the Common Collateral, the Second
Priority Obligations and Junior Priority Obligations are fundamentally different from the First
Priority Obligations and must be separately classified in any plan of reorganization proposed or
adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided
in the immediately preceding sentence, if it is held that the claims of the First Priority Secured
Parties, Second Priority Secured Parties and/or Junior Priority Secured Parties in respect of the
Common Collateral constitute only one secured claim (rather than separate classes of senior and
junior secured claims), then the Second Priority Secured Parties and Junior Priority Secured
Parties hereby acknowledge and agree that all distributions shall be made as if there were separate
classes of senior and junior secured claims against the Loan Parties in respect of the Common
Collateral, with the effect being that, to the extent that the aggregate value of the Common
Collateral is sufficient (for this purpose ignoring all claims held by the Second Priority Secured
Parties and the Junior
23
Priority Secured Parties), the First Priority Secured Parties shall be entitled to receive, in
addition to amounts distributed to them in respect of principal, pre-petition interest and other
claims, all amounts owing in respect of Post-Petition Interest before any distribution is made in
respect of the claims held by the Second Priority Secured Parties and the Junior Priority Secured
Parties. The Second Priority Secured Parties and the Junior Priority Secured Parties hereby
acknowledge and agree to turn over to the First Priority Secured Parties amounts otherwise received
or receivable by them to the extent necessary to effectuate the intent of the preceding sentence,
even if such turnover has the effect of reducing the claim or recovery of the Second Priority
Secured Parties or the Junior Priority Secured Parties, as the case may be.
5.8. No Waivers of Rights of First Priority Secured Parties. Nothing contained herein
shall prohibit or in any way limit the First Priority Representative or any other First Priority
Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any
Second Priority Secured Party or Junior Priority Secured Party, including the seeking by any Second
Priority Secured Party or Junior Priority Secured Party of adequate protection (except as provided
in Section 5.4) or the asserting by any Second Priority Secured Party or Junior Priority Secured
Party of any of its rights and remedies under the Second Priority Documents, the Junior Priority
Documents or otherwise.
5.9. Other Matters. To the extent that the Second Priority Representative, the Junior
Priority Representative or any Second Priority Secured Party or Junior Priority Secured Party has
or acquires rights under Section 363 or Section 364 of the Bankruptcy Code with respect to any of
the Common Collateral, the Second Priority Representative or the Junior Priority Representative, as
applicable, agrees, on behalf of itself and the other Second Priority Secured Parties or the Junior
Priority Secured Parties, as applicable, not to assert any of such rights without the prior written
consent of the First Priority Representative (and, in the case of the Junior Priority Secured
Parties, the Second Priority Representative); provided that if requested by the First Priority
Representative, the Second Priority Representative and the Junior Priority Representative shall
timely exercise such rights in the manner requested by the First Priority Representative, including
any rights to payments in respect of such rights.
5.10. Effectiveness in Insolvency Proceedings. This Agreement, which the parties
hereto expressly acknowledge is a “subordination agreement” under section 510(a) of the Bankruptcy
Code, shall be effective before, during and after the commencement of an Insolvency Proceeding.
5.11. Effect After First Priority Obligations Payment Date. After the First Priority
Obligations Payment Date has occurred, the Second Priority Representative and the other Second
Priority Secured Parties shall be entitled to the rights afforded to the First Priority
Representative and the other First Priority Secured Parties under this Section 5.
SECTION 6. Second Priority Documents, Junior Priority Documents and First Priority Documents.
(a) Each Loan Party, the Second Priority Representative, on behalf of itself and the Second
Priority Secured Parties, the Junior Priority Representative, on behalf of itself and the Junior
Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or
other modification to any of the Second Priority Documents or the Junior Priority Documents, as the
case may be, inconsistent with or in violation of this Agreement.
(b) Each Loan Party and the First Priority Representative, on behalf of itself and the First
Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or
other modification to any of the First Priority Documents inconsistent with or in violation of this
Agreement.
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(c) In the event the First Priority Representative enters into any amendment, waiver or
consent in respect of any of the First Priority Security Documents for the purpose of adding to, or
deleting from, or waiving or consenting to any departures from any provisions of, any First
Priority Security Document or changing in any manner the rights of any parties thereunder, then
such amendment, waiver or consent shall apply automatically to any comparable provision of the
Comparable Second Priority Security Document without the consent of or action by any Second
Priority Secured Party and any comparable provision of the Comparable Junior Priority Security
Document without the consent of or action by any Junior Priority Secured Party (with all such
amendments, waivers and modifications subject to the terms hereof); provided that (other
than with respect to amendments, modifications or waivers that secure additional extensions of
credit and add additional secured creditors and do not violate the express provisions of the Second
Priority Documents or Junior Priority Documents), (i) no such amendment, waiver or consent shall
have the effect of removing assets subject to the Lien of any Second Priority Secured Parties or
Junior Priority Secured Parties pursuant to any Second Priority Security Document or Junior
Priority Security Document, as the case may be, except to the extent that a release of such Lien is
permitted by Section 4.2 and providing that there is a corresponding release of the Lien securing
the First Priority Obligations or Second Priority Obligations, as applicable, (ii) any such
amendment, waiver or consent that materially and adversely affects the rights of the Second
Priority Secured Parties or Junior Priority Secured Parties and does not affect the First Priority
Secured Parties in a like or similar manner shall not apply to the Second Priority Security
Documents without the consent of the Second Priority Representative or to the Junior Priority
Security Documents without the consent of the Junior Priority Representative and (iii) notice of
such amendment, waiver or consent shall be given to the Second Priority Representative and the
Junior Priority Representative no later than 30 days after its effectiveness, provided that the
failure to give such notice shall not affect the effectiveness and validity thereof.
(d) The First Priority Documents may be amended, supplemented, revised, replaced, restated or
otherwise modified from time to time in accordance with their terms, in each case, without notice
to, or the consent of the Second Lien Representative or the Second Priority Secured Parties, all
without affecting the lien subordination or other provisions of this Agreement; provided,
however, that any such amendment, supplement, modification or Refinancing shall not:
(i) contravene the provisions of this Agreement; or
(ii) increase the “Applicable Margin” or similar component of the interest rate by more than
3.0% per annum (excluding increases resulting from the accrual of interest at the default rate
under the First Priority Documents).
(e) Without the prior written consent of the First Priority Representative, no Second Priority
Document may be amended, supplemented, revised, replaced, restated, modified from time to time or
otherwise entered into to the extent such amendment, revision, replacement, restatement or
modification, or the terms of any new Second Priority Document, would:
(i) contravene the provisions of this Agreement;
(ii) increase the “Applicable Margin” or similar component of the interest rate by more than
3.0% per annum (excluding increases resulting from the accrual of interest at the default rate
under the Second Priority Documents);
(iii) change (to earlier dates) any dates upon which payments of principal are due thereon;
25
(iv) change the terms of any default or covenant thereunder which contains a monetary limit or
financial calculation which would make such default or covenant more restrictive to the Loan
Parties than the Existing First Priority Agreement; or
(v) add any financial maintenance covenants.
SECTION 7. Reliance; Waivers; etc.
7.1. Reliance. The First Priority Documents and Second Priority Documents are deemed
to have been executed and delivered, and all extensions of credit thereunder are deemed to have
been made or incurred, in reliance upon this Agreement. The Second Priority Representative, on
behalf of itself and the Second Priority Secured Parties, expressly waives all notice of the
acceptance of and reliance on this Agreement by the First Priority Secured Parties. The Junior
Priority Representative, on behalf of itself and the Junior Priority Secured Parties, expressly
waives all notice of the acceptance of and reliance on this Agreement by the First Priority Secured
Parties or the Second Priority Secured Parties.
7.2. No Warranties or Liability. The Second Priority Representative, the First
Priority Representative and the Junior Priority Representative each acknowledges and agrees that
none of them has made any representation or warranty with respect to the execution, validity,
legality, completeness, collectibility or enforceability of any other First Priority Document, any
other Second Priority Document or any other Junior Priority Document. Except as otherwise provided
in this Agreement, the Second Priority Representative, the First Priority Representative and the
Junior Priority Representative will be entitled to manage and supervise their respective extensions
of credit to any Loan Party in accordance with law and their usual practices, modified from time to
time as they deem appropriate.
7.3. No Waivers. No right or benefit of any party hereunder shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of such party or any other
party hereto or by any noncompliance by any Loan Party with the terms and conditions of any of the
First Priority Documents, the Second Priority Documents or the Junior Priority Documents.
SECTION 8. Obligations Unconditional.
8.1. First Priority Obligations Unconditional. All rights and interests of the First
Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority
Secured Parties and the Junior Priority Secured Parties (and, to the extent applicable, the Loan
Parties) hereunder, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any First Priority Document;
(ii) any change in the time, place or manner of payment of, or in any other term of, all or
any portion of the First Priority Obligations, or any amendment, waiver or other modification,
whether by course of conduct or otherwise, or any refinancing, replacement, refunding or
restatement of any First Priority Document;
(iii) prior to the First Priority Obligations Payment Date, any exchange, release, voiding,
avoidance or non-perfection of any security interest in any Common Collateral or any other
collateral, or any release, amendment, waiver or other modification, whether by course of conduct
or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of
the First Priority Obligations or any guarantee or guaranty thereof; or
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(iv) any other circumstances that otherwise might constitute a defense available to, or a
discharge of, any Loan Party in respect of the First Priority Obligations, or any of the Second
Priority Secured Parties or Junior Priority Secured Parties in respect of this Agreement.
8.2. Second Priority Obligations Unconditional. All rights and interests of the
Second Priority Secured Parties hereunder, and all agreements and obligations of the Junior
Priority Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain
in full force and effect irrespective of:
(i) any lack of validity or enforceability of any Second Priority Document;
(ii) any change in the time, place or manner of payment of, or in any other term of, all or
any portion of the Second Priority Obligations, or any amendment, waiver or other modification,
whether by course of conduct or otherwise, or any refinancing, replacement, refunding or
restatement of any Second Priority Document;
(iii) any exchange, release, voiding, avoidance or non-perfection of any security interest in
any Common Collateral or any other collateral, or any release, amendment, waiver or other
modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of all or any portion of the Second Priority Obligations or any guarantee or
guaranty thereof; or
(iv) any other circumstances that otherwise might constitute a defense available to, or a
discharge of, any Loan Party in respect of the Second Priority Obligations or any First Priority
Secured Party in respect of this Agreement (other than the occurrence of the First Priority
Obligations Payment Date) or any Junior Priority Secured Party in respect of this Agreement.
8.3. Junior Priority Obligations Unconditional. All rights and interests of the
Junior Priority Secured Parties hereunder, and, to the extent applicable, all agreements and
obligations of the Loan Parties hereunder, shall remain in full force and effect irrespective of:
(i) any lack of validity or enforceability of any Junior Priority Document;
(ii) any change in the time, place or manner of payment of, or in any other term of, all or
any portion of the Junior Priority Obligations, or any amendment, waiver or other modification,
whether by course of conduct or otherwise, or any refinancing, replacement, refunding or
restatement of any Junior Priority Document;
(iii) any exchange, release, voiding, avoidance or non-perfection of any security interest in
any Common Collateral or any other collateral, or any release, amendment, waiver or other
modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding
or restatement of all or any portion of the Junior Priority Obligations or any guarantee or
guaranty thereof; or
(iv) any other circumstances that otherwise might constitute a defense available to, or a
discharge of, any Loan Party in respect of the Junior Priority Obligations or any First Priority
Secured Party or any Second Priority Secured Party in respect of this Agreement (other than the
occurrence of the First Priority Obligations Payment Date or the Second Priority Obligations
Payment Date, as the case may be).
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SECTION 9. Application of Proceeds
9.1. Mandatory Prepayments. In the event of any required prepayment pursuant to
Section 2.12 of the Existing First Priority Agreement or Section 2.10 of the Existing Second
Priority Agreement (together, the “Specified Prepayment Sections”), the order of such prepayments
shall be, subject to the other provisions of this Agreement, as follows:
First, to the permanent prepayment of the Credit-Linked Deposit Loans (with a
corresponding reduction in the Total Credit-Linked Deposit), all in accordance with the
Existing First Priority Agreement;
Second, to the permanent reduction of the Total Credit-Linked Deposit in an
amount equal to the Excess Credit-Linked Deposits (with a corresponding return of
Credit-Linked Deposits equal to such amount to be delivered to the Credit-Linked Deposit
Lenders), all in accordance with the Existing First Priority Agreement;
Third, to the reallocation of Credit-Linked Deposit Letters of Credit as
Revolving Letters of Credit in an amount equal to the lesser of (x) the Revolving Letter of
Credit Available Amount and (y) the Credit-Linked Deposit Letters of Credit outstanding
prior to giving effect to any such reallocation (any such reallocation to be accompanied by
a corresponding permanent reduction in the Credit-Linked Deposit, with a corresponding
return of Credit-Linked Deposits equal to such amount to be delivered to the Credit-Linked
Deposit Lenders), all to the extent provided and in accordance with the Existing First
Priority Agreement;
Fourth, to cash collateralize the outstanding Credit-Linked Deposit LC Exposure
(any such cash collateralization to be accompanied by a corresponding permanent reduction in
the Credit-Linked Deposit in an amount equal to the Credit-Linked Deposit LC Exposure so
collateralized and a return of Credit-Linked Deposits equal to such amount to the
Credit-Linked Deposit Lenders), all in accordance with the Existing First Priority
Agreement;
Fifth, to the prepayment of the Second Priority Term Loans;
Sixth, to the prepayment of the Revolving Loans (any such prepayment to be
accompanied by a corresponding permanent reduction in the Revolving Commitments) in
accordance with the Existing First Priority Agreement; and
Seventh, to cash collateralize the outstanding Revolving LC Exposure, after
giving effect to any reallocation described above (any such cash collateralization to be
accompanied by a permanent reduction in the Revolving Commitments in an amount equal to the
Revolving LC Exposure so collateralized; such reduction (or any part thereof, as applicable)
to be effective upon any release or application of such cash collateral in an amount equal
to the amount so released or applied).
All prepayments under the Specified Prepayment Sections shall be accompanied by accrued but unpaid
interest on the principal amount being prepaid to (but not including) the date of prepayment, plus
any fees, losses, costs and expenses referenced in such Specified Prepayment Sections.
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SECTION 10. Miscellaneous.
10.1. Conflicts. In the event of any conflict between the provisions of this
Agreement and the provisions of any First Priority Document, any Second Priority Document or any
Junior Priority Document, the provisions of this Agreement shall govern.
10.2. Continuing Nature of Provisions. This Agreement shall continue to be effective,
and shall not be revocable by any party hereto, until the First Priority Obligations Payment Date
and the Second Priority Obligation Payment Date shall have occurred. This is a continuing
agreement and the First Priority Secured Parties, the Second Priority Secured Parties and the
Junior Priority Secured Parties may continue, at any time and without notice to the other parties
hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness
to, or for the benefit of, Borrower or any other Loan Party on the faith hereof.
10.3. Amendments; Waivers. (a) No amendment or modification of any of the provisions
of this Agreement shall be effective unless the same shall be in writing and signed by the First
Priority Representative, the Second Priority Representative, the Junior Priority Representative and
the Borrower, provided that any Secured Party may waive (but only as to such Secured Party)
any provision intended to benefit such Secured Party without the consent of any other Secured Party
or any Loan Party.
(b) It is understood that the First Priority Representative and the Second Priority
Representative, without the consent of any other First Priority Secured Party or Second Priority
Secured Party or any Junior Priority Secured Party, may in their discretion determine that a
supplemental agreement (which make take the form of an amendment and restatement of this Agreement)
is necessary or appropriate to facilitate having additional indebtedness or other obligations
(“Additional Debt”) of any of the Loan Parties become First Priority Obligations or Second Priority
Obligations, as the case may be, under this Agreement, which supplemental agreement shall specify
whether such Additional Debt constitutes First Priority Obligations or Second Priority Obligations,
provided, that such Additional Debt is permitted to be incurred by the First Priority
Agreement and Second Priority Agreement then extant, and is permitted by said Agreements to be
subject to the provisions of this Agreement as First Priority Obligations or Second Priority
Obligations, as applicable.
10.4. Information Concerning Financial Condition of the Borrower and the other Loan
Parties. Each of the First Priority Representative, the Second Priority Representative and the
Junior Priority Representative hereby assumes responsibility for keeping itself informed of the
financial condition of the Borrower and each of the other Loan Parties and all other circumstances
bearing upon the risk of nonpayment of the First Priority Obligations, the Second Priority
Obligations or the Junior Priority Obligations. The First Priority Representative, the Second
Priority Representative and the Junior Priority Representative hereby agree that no party shall
have any duty to advise any other party of information known to it regarding such condition or any
such circumstances. In the event any of the First Priority Representative, the Second Priority
Representative or the Junior Priority Representative, in its sole discretion, undertakes at any
time or from time to time to provide any information to any other party to this Agreement, it shall
be under no obligation (a) to provide any such information to such other party or any other party
on any subsequent occasion, (b) to undertake any investigation not a part of its regular business
routine, or (c) to disclose any other information.
10.5. Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York, except to the extent that remedies provided by the
laws of any jurisdiction other than the State of New York are governed by the laws of such
jurisdiction.
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10.6. Submission to Jurisdiction. (a) Each First Priority Secured Party, each Second
Priority Secured Party, each Junior Priority Secured Party and each Loan Party hereby irrevocably
and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any thereof, in any action
or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of
any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court. Each such party agrees that a final judgment
in any such action or proceeding shall, to the extent permitted by law, be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any First Priority Secured Party, Second
Priority Secured Party or Junior Priority Secured Party may otherwise have to bring any action or
proceeding against any Loan Party or its properties in the courts of any jurisdiction.
(b) Each First Priority Secured Party, each Second Priority Secured Party, each Junior
Priority Secured Party and each Loan Party hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so (i) any objection it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement in any court referred to in paragraph (a) of this Section and (ii) the defense of an
inconvenient forum to the maintenance of such action or proceeding.
(c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 10.7. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.
10.7. Notices. Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and may be personally
served, telecopied, or sent by overnight express courier service or United States mail and shall be
deemed to have been given when delivered in person or by courier service, upon receipt of a
telecopy or five days after deposit in the United States mail (certified, with postage prepaid and
properly addressed). For the purposes hereof, the addresses of the parties hereto (until notice of
a change thereof is delivered as provided in this Section) shall be as set forth below each party’s
name on the signature pages hereof, or, as to each party, at such other address as may be
designated by such party in a written notice to all of the other parties.
10.8. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and each of the First Priority Secured Parties, Second
Priority Secured Parties and Junior Priority Secured Parties and their respective successors and
permitted assigns, and nothing herein is intended, or shall be construed to give, any other Person
any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral.
10.9. Headings. Section headings used herein are for convenience of reference only,
are not part of this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.
10.10. Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
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10.11. Other Remedies. For avoidance of doubt, it is understood that nothing in this
Agreement shall prevent any Second Priority Secured Party or Junior Priority Secured Party from
exercising any available remedy to accelerate the maturity of any indebtedness or other obligations
owing under the Second Priority Agreement or any Junior Priority Agreement, as applicable, or to
demand payment under any guarantee in respect thereof.
10.12. Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be
effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall
become effective when it shall have been executed by each party hereto.
10.13. Additional Loan Parties. Each Person that becomes a Loan Party after the date
hereof shall become a party to this Agreement upon execution and delivery by such Person of a
Joinder Agreement in the form of Annex 1 to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
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JPMORGAN CHASE BANK, N.A., as First Priority Representative
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XXXXXXX XXXXX CREDIT PARTNERS L.P., as Second Priority
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Intercreditor Agreement
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DELTA AIR LINES, INC. |
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ASA HOLDINGS, INC. |
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COMAIR HOLDINGS, LLC |
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COMAIR, INC. |
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COMAIR SERVICES, INC. |
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CROWN ROOMS, INC. |
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DAL GLOBAL SERVICES, LLC |
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DAL MOSCOW, INC. |
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DELTA AIRELITE BUSINESS JETS, INC. |
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DELTA BENEFITS MANAGEMENT, INC. |
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Intercreditor Agreement
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DELTA CONNECTION ACADEMY, INC. |
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DELTA LOYALTY MANAGEMENT SERVICES, LLC |
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DELTA TECHNOLOGY, LLC |
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EPSILON TRADING, LLC |
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Intercreditor Agreement
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KAPPA CAPITAL MANAGEMENT, LLC |
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Intercreditor Agreement
EXHIBIT J
to First Lien Credit Agreement
FORM OF ASSIGNMENT AND ACCEPTANCE
Dated: ___, 200_
Reference is made to that certain First Lien Revolving Credit and Guaranty Agreement, dated as
of April 30, 2007 (as amended, amended and restated, supplemented or otherwise modified, renewed or
replaced from time to time in accordance with its terms, the “Credit Agreement”), among
Delta Air Lines, Inc., as borrower (the “Borrower”), the direct and indirect domestic
subsidiaries of the Borrower party thereto (the “Guarantors”), JPMorgan Chase Bank, N.A.
(“JPMCB”) as administrative agent (in such capacity, the “Administrative Agent”),
JPMCB as collateral agent (in such capacity, the “Collateral Agent”), the financial
institutions party thereto (the “Lenders”), UBS Securities LLC, as syndication agent, X.X.
Xxxxxx Securities Inc. and Xxxxxx Brothers Inc., as co-lead arrangers, X.X. Xxxxxx Securities Inc.,
Xxxxxx Brothers Inc. and UBS Securities, as joint bookrunners, and CALYON New York Branch and RBS
Securities Corporation as co-documentation agents. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Credit Agreement. This Assignment and
Acceptance between the Assignor (as set forth on Schedule I hereto and made a part hereof)
and the Assignee (as set forth on Schedule I hereto and made a part hereof) is dated as of
the Effective Date (as set forth on Schedule I hereto and made a part hereof).
1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the
Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without
recourse to the Assignor, as of the Effective Date, an undivided interest (the “Assigned
Interest”) in and to all the Assignor’s rights and obligations under the Credit Agreement with
respect to (a) the Revolving Commitment (if applicable) and Credit-Linked Deposit (if applicable)
set forth on Schedule I (the “Commitments”), (b) the outstanding Loans, if any,
relating to the Commitments owing to the Assignor on the Effective Date, together with all unpaid
interest thereon accrued to the Effective Date, and (c) the Assignor’s participation in outstanding
Letters of Credit, if any, relating to the Commitments on the Effective Date.
2. The Assignor (i) makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with the Credit Agreement
or any other of the Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, any other of the Loan Documents or any
other instrument or document furnished pursuant thereto, other than that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such interest is free and
clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower, or the performance or observance by the
Borrower of any of its obligations under the Credit Agreement, any of the other Loan Documents or
any other instrument or document furnished pursuant thereto; and (iii) requests that the
Administrative Agent evidence the Assigned Interest by recording the information contained on
Schedule I in the Register which reflects the assignment being made
hereby (and after giving effect to any other assignments which have become effective on the
Effective Date).
3. The Assignee (i) represents and warrants that it is legally authorized to enter into this
Assignment and Acceptance and that it is an Eligible Assignee; (ii) confirms that it has received a
copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01 thereof, and such other documents and information as it has
deemed appropriate to make its own credit analysis; (iii) agrees that it will, independently and
without reliance upon the Agents, the Assignor or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (iv) appoints and authorizes the Agents to
take such action as agents on its behalf and to exercise such powers under the Credit Agreement and
the other Loan Documents as are delegated to the Agents by the terms thereof, together with such
powers as are reasonably incidental thereto; (v) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the obligations which by the
terms of the Credit Agreement are required to be performed by it as a Lender; (vi) if the Assignee
is organized under the laws of a jurisdiction outside the United States, attaches the forms
prescribed by the Internal Revenue Service of the United States certifying as to the Assignee’s
exemption from United States withholding taxes with respect to all payments to be made to the
Assignee under the Credit Agreement; and (vii) has supplied the information requested on the
administrative questionnaire heretofore supplied by the Administrative Agent in which the Assignee
has designated one or more credit contacts to whom all syndicate-level information (which may
contain material non-public information about the Borrower and its related parties or their
respective securities) will be made available and who may receive such information in accordance
with the Assignee’s compliance procedures and applicable laws, including Federal and state
securities laws.
4. Following the execution of this Assignment and Acceptance by the Assignee, the Assignor, the
Issuing Lender and the [Borrower]1, it will be delivered to the Administrative Agent for
acceptance by it and recording by the Administrative Agent pursuant to Section 10.02 of the Credit
Agreement, effective as of the Effective Date (which Effective Date shall, unless otherwise agreed
to by the Administrative Agent (in writing), be within ten (10) Business Days after the execution
of this Assignment and Acceptance).
5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments of principal,
interest, fees and other amounts) to the Assignee, whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and Assignee shall make
all appropriate adjustments in payments for periods prior to the Effective Date by the
Administrative Agent or with respect to the making of this assignment directly between themselves.
6. From and after the Effective Date, (i) the Assignee shall be a party to the Credit Agreement
and, to the extent provided in this Assignment and Acceptance, have the rights and
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1 |
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Insert to the extent that Borrower’s consent is
required pursuant to the Credit Agreement. |
obligations of a
Lender thereunder, and (ii) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement
provided that Assignor hereby represents and warrants that the restrictions set forth in Section
10.02 of the Credit Agreement pertaining to the minimum amount of assignments have been satisfied.
7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws
of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be
executed by their respective duly authorized officers on Schedule I hereto.
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CONSENTED TO AND ACCEPTED:
JPMORGAN CHASE BANK, N.A.
as Administrative Agent and Issuing Lender
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By |
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Name: |
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Title: |
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[DELTA AIR LINES, INC.2
as Borrower
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By |
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Name: |
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Title:] |
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2 |
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Only if Borrower consent is required. |
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CONSENTED TO AND ACCEPTED:
as Assignor
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By |
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Name: |
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Title: |
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CONSENTED TO AND ACCEPTED:
as Assignee
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By |
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Name: |
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Title: |
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Schedule I to Assignment and Acceptance respecting that certain
First Lien Revolving Credit and Guaranty Agreement, dated as of
April 30, 2007, among Delta Air Lines, Inc., the Guarantors named
therein, the Lenders named therein, JPMorgan Chase Bank, N.A. as
Administrative Agent and the other parties thereto.
Legal Name of Assignor:
Legal Name of Assignee:
[and is an Affiliate/Approved Fund of [Identify Lender]]
Effective Date of Assignment:
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REVOLVING COMMITMENT |
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Principal Amount
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Percentage Assigned (to at least 8 decimals) shown as a percentage of aggregate |
Assigned
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principal amount of all Revolving Lenders |
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$
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% |
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CREDIT-LINKED DEPOSIT |
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Principal Amount
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Percentage Assigned (to at least 8 decimals) shown
as a percentage of aggregate |
Assigned
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principal amount of all Credit-Linked Deposit
Lenders |
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$
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% |
Exhibit K
Page 1 of 1
Delta Air Lines, Inc.
Form of Monthly Eligible Accounts Receivable Certificate
For the Month Ended
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in 000,000’s (Millions) USD |
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Passenger Related A/R |
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Trade A/R |
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Cargo A/R |
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Other |
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Domestic |
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Int’l |
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Accrued |
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Travel |
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Travel |
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Trade/ |
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(earned |
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Visa / |
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Other |
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Agency |
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Agency |
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Sourcing/ |
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not yet |
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Notes / |
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Total A/R |
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MC |
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CC |
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(net) |
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(net) |
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BARTS |
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UATP |
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Charter |
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DLMS |
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EPSILON |
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billed) |
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Freight |
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USPS |
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Interest |
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Gross |
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0.0 |
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Less ineligibles |
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Past due balances |
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0.0 |
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Foreign Receivables |
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0.0 |
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Credit in Prior |
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0.0 |
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Intercompany |
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0.0 |
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Owed from other airlines (contra) |
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0.0 |
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Unapplied Pmts |
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0.0 |
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Unearned Revenue |
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0.0 |
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Est. potential refund liability |
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0.0 |
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AMEX potential contra |
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0.0 |
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Estimated interested related to debt instruments |
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0.0 |
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Codeshare portion of Accrued A/R |
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0.0 |
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0100 Restricted Cash |
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0.0 |
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0185 DLMS Interest Receivable (restricted) |
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0.0 |
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Other (per terms of Credit Agreement) |
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0.0 |
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Total ineligibles |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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Eligible A/R |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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0.0 |
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A/R Balance per BS
% Eligible as collateral |
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#DIV/0! |
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Officer’s Certification:
Pursuant to the First Lien Revolving Credit and Guaranty Agreement dated as of , the undersigned certifies that
the information provided in this Certificate to JPMorgan Chase Bank, NA as Administrative Agent is accurate and complete
in all material respects based on the accounting records of Delta Air Lines, Inc.
Schedule 1.01(a)
EXCLUDED FLIGHT SIMULATORS
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|
Owner |
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Equipment |
|
Identification Number |
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ARB Financed1 |
DAFC2
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B737-700 FFS
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2NF3
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Yes |
DAFC
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B767-300ER FFS
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2NH7
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Yes |
DAFC
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B737 NG FTD
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2NK8
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Yes |
DAFC
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B737-200 FFS
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|
2NK5
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Yes |
DAFC
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B767-300ER FTD
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2NK7
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Yes |
DAFC
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B737-NG CAPT
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2NM2
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Yes |
DAFC
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B737-200 CAPT #1
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2NL9
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Yes |
DAFC
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B737-200 CAPT #2
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2NM1
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Yes |
DAFC
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B737-200 FTD
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2NK6
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Yes |
DAFC
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B737-800 FFS
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2NT8
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Yes |
DAFC
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B767-400ER FFS
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2NM5
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Yes |
DAFC
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B737-800 Level 6 FTD
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2R33
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Yes |
DAFC
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|
B737-800(#3) FFS
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|
2NU1
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Yes |
DAFC
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|
B767-300ER FFS
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|
2RC2
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|
Yes |
DAFC
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|
B757-200 CAPT #1
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|
2NM3
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|
Yes |
DAFC
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|
B757-200 CAPT #2
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2NM4
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Yes |
DAFC
|
|
ESIG-3350 GT
Computer for
B737-700 FFS
|
|
103303-047AB-26
|
|
Yes |
DAFC
|
|
ESIG-3350 GT
Computer for
B767-300ER FFS
|
|
103303-060AD-19
|
|
Yes |
DAFC
|
|
ESIG-3350 GT
Computer for
B737-200 FFS
|
|
103350-003AC-5
|
|
Yes |
DAFC
|
|
ESIG-3350 GT
Computer for
B737-800 FFS
|
|
103350-003AG-22
|
|
Yes |
DAFC
|
|
ESIG-3350 GT
Computer for
B767-400 FFS
|
|
103350-003AE-20
|
|
Yes |
DAFC
|
|
ESIG-3350 GT
Computer for
B737-800 FFS
|
|
103350-003AG-47
|
|
Yes |
DAFC
|
|
ESIG-3350 GT
Computer for
B767-300ER FFS
|
|
103350-003AN-54
|
|
Yes |
DAFC
|
|
B777-200 FFS
|
|
2NN6
|
|
No |
DAFC
|
|
B777-200 FTD
|
|
2NQ3
|
|
No |
DAFC
|
|
ESIG-3350 GT
Computer for
B777-200 FFS
|
|
103350-003AC-6
|
|
No |
|
|
|
1 |
|
ARB means Special Facility Airport Revenue Bonds |
|
2 |
|
All equipment shown is being leased by Delta from the
Development Authority of Xxxxxx County (“DAFC”) |
Schedule 1.01(b)
IMMATERIAL SUBSIDIARIES
Aero Assurance, Ltd.
Schedule 1.01(c)
RESTRICTED ACCOUNTS
|
|
|
|
|
|
|
|
|
Entity Name |
|
Bank Name |
|
Account Number |
|
Type of Account |
|
Description |
DAL Global Services, LLC
|
|
JPMorgan Chase Manhattan Bank
|
|
XXXXX546
|
|
Airline Clearing
House
|
|
CashDGS-Chase-AirCl |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Citibank, N.A.
|
|
XXX526
|
|
Collateral Account
|
|
Foreign Letters of Credit and Local
Bank Guarantees |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Citibank, N.A.
|
|
XXXXX416
|
|
Collateral Account
|
|
Risk Based Collateral |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Citibank, N.A.
|
|
XXXXX918
|
|
Escrow Account
|
|
CashCB-TRT-Disb (Tax Trust DDA) |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Citibank, N.A.
|
|
XXXXX117
|
|
Escrow Account
|
|
Tax Trust Fund Investment Account |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Citibank, N.A.
|
|
XXXXX033
|
|
Escrow Account
|
|
Delta PFC Account |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Citibank, N.A.
|
|
XXXXX116
|
|
Escrow Account
|
|
PFC Investment Account |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Citibank, N.A.
|
|
XXXXX234
|
|
Collateral Account
|
|
Delta-Boeing EETC Certificate Account |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Citibank, N.A.
|
|
XXXXX171
|
|
Collateral Account
|
|
Delta-Boeing MMDA |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
JPMorgan Chase Manhattan Bank
|
|
XXXXXX195
|
|
Collateral Account
|
|
ACE Workers Comp
& GA Self Insurance |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
JPMorgan Chase Manhattan Bank
|
|
XXXXXXX138
|
|
Airline Clearing
House
|
|
Cash-Chase-Airline Clearing House |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
JPMorgan Chase Manhattan Bank
|
|
XXXXXX662
|
|
FSA — UHC
|
|
Cash-Chase-FSA-USD |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Custodial Accounts at Bank
of America in name of Xxxxxx
& Xxxxxxx, as agent for
Liberty Mutual Insurance
Company
|
|
XXXXXXX4-1-4 MSM
XXXXXXX0-1-2 MSM
XXXXXXX6-1-1 MSM
XXXXXXXX 0109
|
|
Collateral Account
|
|
Non-WorkComp Bond Requirement
(Airport and Misc. Commercial Surety
Bonds) and WorkComp (Surety Bond) |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxxx
|
|
XXXXXXXXX9164
|
|
Collateral Account
|
|
Travelers Collateral for Surety Bonds |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
The Bank of New York
|
|
XXX31
|
|
Collateral Account
|
|
ACE Workers Comp Trust |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
The Bank of New York
|
|
XXXX51
|
|
Collateral Account
|
|
GA Self Insurance Workers Comp |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
The Bank of New York
|
|
N/A
|
|
Escrow Account
|
|
MassPort Boston Escrow |
|
|
|
|
|
|
|
|
|
Entity Name |
|
Bank Name |
|
Account Number |
|
Type of Account |
|
Description |
Delta Air Lines, Inc.
|
|
U.S. Bank, N. A.
|
|
N/A
|
|
Collateral Account
|
|
Credit Card Holdback |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
NatWest Bank
|
|
N/A
|
|
Collateral Account
|
|
Credit Card Holdback |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Royal Bank of Canada
|
|
N/A
|
|
Escrow Account
|
|
ALPA Settlement |
|
|
|
|
|
|
|
|
|
Delta Air Lines,
Inc./DAL Global
Services, LLC
|
|
JPMorgan Chase Manhattan Bank
|
|
XXXXXX195
|
|
Collateral Account
|
|
Miscellaneous Letters of Credit
(Covers DL, DGS) |
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
Citibank, N.A.
|
|
N/A
|
|
Collateral Account
|
|
Boeing Collateral |
|
|
|
|
|
|
|
|
|
Delta Loyalty
Management Services,
LLC
|
|
Citibank, N.A.
|
|
XXXXX292
|
|
AMEX Receipts
|
|
Cash-Citi-DLMSI Con2 |
|
|
|
|
|
|
|
|
|
Delta Technology, LLC
|
|
JPMorgan Chase Manhattan Bank
|
|
XXXXXX697
|
|
Benefits
|
|
Cash-Chase-DT FSA-US |
|
|
|
|
|
|
|
|
|
Delta Technology, LLC
|
|
JPMorgan Chase Manhattan Bank
|
|
XXXXXX177
|
|
Benefits
|
|
Cash-Chase-DT/ML-USD |
|
|
|
|
|
|
|
|
|
Delta Technology, LLC
|
|
JPMorgan Chase Manhattan Bank
|
|
XXXXXX932
|
|
Benefits
|
|
Cash-Chase-DT/UHC-US |
|
|
|
|
|
|
|
|
|
Song, LLC
|
|
JPMorgan Chase Manhattan Bank
|
|
XXXXXX812
|
|
Benefits
|
|
Cash-Song-Den |
|
|
|
|
|
|
|
|
|
Song, LLC
|
|
JPMorgan Chase Manhattan Bank
|
|
XXXXXX000
|
|
Benefits
|
|
Cash-Song-Med |
|
|
|
|
|
|
|
|
|
Comair, Inc.
|
|
Fifth Third Bank
|
|
XXXX8300
|
|
Collateral Account
|
|
Overnight Investment Account |
|
|
|
|
|
|
|
|
|
Comair, Inc.
|
|
National City Bank
|
|
XXXXX9743
|
|
Collateral Account
|
|
Collateral Account |
|
|
|
|
|
|
|
|
|
Comair, Inc.
|
|
National City Bank
|
|
XXXXX9007
|
|
FSA
|
|
Flexible Spending Account |
|
|
|
|
|
|
|
|
|
Comair, Inc.
|
|
National City Bank
|
|
XXXXX1596
|
|
ALPA Claim
|
|
ALPA Claim Account |
|
|
|
|
|
|
|
|
|
Delta AirElite Business
Jets, Inc.
|
|
National City Bank
|
|
XXXX61
|
|
Customer Escrow
Account
|
|
Customer Escrow Account |
|
|
|
|
|
|
|
|
|
Delta AirElite Business
Jets, Inc.
|
|
PNC
|
|
XXXXXXX672
|
|
Customer Escrow
Account
|
|
Customer Escrow Account |
|
|
|
|
|
|
|
|
|
Entity Name |
|
Bank Name |
|
Account Number |
|
Type of Account |
|
Description |
Delta Connection
Academy, Inc.
|
|
Key Bank, N. A.
|
|
XXXXXXXX8785
|
|
Student Escrow
Account
|
|
Student Escrow Account |
|
|
|
|
|
|
|
|
|
Delta Connection
Academy, Inc.
|
|
Key Bank, N. A.
|
|
XXXXXXXX8793
|
|
Student Funds
Account
|
|
Student Funds Account |
|
|
|
|
|
|
|
|
|
Delta Connection
Academy, Inc.
|
|
Wachovia Bank
|
|
XXXXXXXXX0177
|
|
FSA
|
|
Flexible Spending Account |
Bank Contact Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Name |
|
Accounts |
|
Address |
|
City |
|
State |
|
Zip |
|
Contact Phone |
Bank of America,
N.A.
|
|
All
|
|
GA1-006-09-10
000 Xxxxxxxxx Xxxxxx N.E., 9th Floor, 000
Xxxxxxxxx Xxxxxx X.X., 0xx Xxxxx
|
|
Xxxxxxx
|
|
XX
|
|
00000
|
|
|
404-607-5459 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Citibank, N.A.
|
|
Non Collateral
|
|
000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxx 000
|
|
Xxxxxxx
|
|
XX
|
|
00000-0000
|
|
|
770 668 8214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Citibank, N.A.
|
|
Collateral Accts
|
|
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
|
|
Xxx Xxxx Xxxx
|
|
XX
|
|
00000
|
|
|
212-816-5448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fifth Third Bank
|
|
All
|
|
0000 Xxxxxxxxxx Xxxx
|
|
Xxxxxxxx
|
|
XX
|
|
00000
|
|
|
859-283-8524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase
Manhattan Bank
|
|
Non Collateral
|
|
One Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx
|
|
Xxx Xxxx Xxxx
|
|
XX
|
|
00000
|
|
|
212-552-5778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase
Manhattan Bank
|
|
Collateral Accts
|
|
000 Xxxx Xxxxxx, 00xx Xxxxx
|
|
Xxx Xxxx Xxxx
|
|
XX
|
|
00000
|
|
|
212-270-5484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Key Bank, N.A.
|
|
All
|
|
000 Xxxxxx Xxxxxx, 0xx Xxxxx, XX-00-00-0000
|
|
Xxxxxxxxx
|
|
XX
|
|
00000
|
|
|
973-689-4421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National City Bank
|
|
All
|
|
Xxx Xxxxxxxx Xxxx Xxxxxx
|
|
Xxxxxxxxxxxx
|
|
XX
|
|
00000
|
|
|
317-267-7607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xxxxx Xxxxxx
|
|
All
|
|
Citigroup Global Markets, Inc., 000 Xxxxxx
Xxxxxx, 00xx Xxxxx
|
|
Xxxxxxxx
|
|
XX
|
|
00000
|
|
|
860-275-4499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Bank of New York
|
|
All
|
|
0 Xxxx Xxxxx, 00xx Xxxxx
|
|
Xxx Xxxx Xxxx
|
|
XX
|
|
00000
|
|
|
212-896-7175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National City Bank
|
|
All
|
|
Xxx Xxxxxxxx Xxxx Xxxxxx
|
|
Xxxxxxxxxxxx
|
|
XX
|
|
00000
|
|
|
317-267-7607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NatWest Bank
|
|
Collateral Accts
|
|
Streamline International, Xxxxx 0, 0 0/0
Xxxxxxxxxx Xxxxxx
|
|
Xxxxxx
|
|
|
|
XX0X 0XX, Xxxxxxx
|
|
|
00.00.0000.0000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PNC Bank
|
|
All
|
|
Two PNC Plaza, 7th Flr
|
|
Xxxxxxxxx
|
|
XX
|
|
00000
|
|
|
412-762-7017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wachovia Bank, N.A.
|
|
All
|
|
000 Xxxxxxxxx Xxxxxx, XX-XX 0000
|
|
Xxxxxxx
|
|
XX
|
|
00000
|
|
|
800-590-7868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Name |
|
Accounts |
|
Xxxxxxx |
|
Xxxx |
|
Xxxxx |
|
Xxx |
|
Xxxxxxx Xxxxx |
Xxxxx Xxxx xx Xxxxxx
|
|
All
|
|
000 Xxx Xx., 0xx Xxxxx X XXX
Xxxxxxx,
XX X0X 0X0
|
|
Xxxxxxx
|
|
XX
|
|
X0X 0X0
|
|
|
000-000-0000 |
|
Schedule 1.01(d) — Restructuring Aircraft
The Restructuring Aircraft are the airframes listed below by registration number, together with the
associated engines:
DELTA AIR LINES, INC.
|
|
|
|
|
|
|
|
|
|
|
N120DL
|
|
N602DL
|
|
N633DL
|
|
N903DL
|
|
N955DL
|
|
N981DL |
N121DE
|
|
N603DL
|
|
N634DL
|
|
N904DL
|
|
N956DL
|
|
N982DL |
N122DL
|
|
N604DL
|
|
N635DL
|
|
N905DL
|
|
N957DL
|
|
N983DL |
N123DN
|
|
N605DL
|
|
N636DL
|
|
N906DL
|
|
N958DL |
|
|
N124DE
|
|
N607DL
|
|
N637DL
|
|
N907DL
|
|
N959DL |
|
|
N125DL
|
|
N609DL
|
|
N638DL
|
|
N908DL
|
|
N960DL |
|
|
N126DL
|
|
N610DL
|
|
N657DL
|
|
N909DL
|
|
N961DL |
|
|
N127DL
|
|
N611DL
|
|
N658DL
|
|
N910DL
|
|
N962DL |
|
|
N128DL
|
|
N612DL
|
|
N659DL
|
|
N911DL
|
|
N963DL |
|
|
N129DL
|
|
N616DL
|
|
N660DL
|
|
N912DL
|
|
N964DL |
|
|
N130DL
|
|
N617DL
|
|
N661DN
|
|
N913DL
|
|
N965DL |
|
|
N131DN
|
|
N618DL
|
|
N662DN
|
|
N914DL
|
|
N966DL |
|
|
N132DN
|
|
N619DL
|
|
N663DN
|
|
N915DL
|
|
N967DL |
|
|
N133DN
|
|
N620DL
|
|
N664DN
|
|
N916DL
|
|
N968DL |
|
|
N134DL
|
|
N621DL
|
|
N665DN
|
|
N917DL
|
|
N969DL |
|
|
N135DL
|
|
N622DL
|
|
N666DN
|
|
N918DL
|
|
N970DL |
|
|
N136DL
|
|
N623DL
|
|
N667DN
|
|
N919DL
|
|
N971DL |
|
|
N137DL
|
|
N624DL
|
|
N668DN
|
|
N920DL
|
|
N972DL |
|
|
N1402A
|
|
N625DL
|
|
N669DN
|
|
N921DL
|
|
N973DL |
|
|
N140LL
|
|
N626DL
|
|
N675DL
|
|
N922DL
|
|
N974DL |
|
|
N178DN
|
|
N627DL
|
|
N681DA
|
|
N923DL
|
|
N975DL |
|
|
N179DN
|
|
N628DL
|
|
N682DA
|
|
N924DL
|
|
N976DL |
|
|
N180DN
|
|
N629DL
|
|
N683DA
|
|
N925DL
|
|
N977DL |
|
|
N181DN
|
|
N630DL
|
|
N684DA
|
|
N952DL
|
|
N978DL |
|
|
N182DN
|
|
N631DL
|
|
N901DL
|
|
N953DL
|
|
N979DL |
|
|
N184DN
|
|
N632DL
|
|
N902DL
|
|
N954DL
|
|
N980DL |
|
|
COMAIR, INC.
|
|
|
|
|
|
|
|
|
|
|
N317CA
|
|
N447CA
|
|
N594SW
|
|
N796CA
|
|
N927CA
|
|
N988CA |
N331CA
|
|
N451CA
|
|
N595SW
|
|
N797CA
|
|
N929CA
|
|
N989CA |
N340CA
|
|
N455CA
|
|
N597SW
|
|
N798CA
|
|
N931CA
|
|
N991CA |
N354CA
|
|
N468CA
|
|
N625CA
|
|
N804CA
|
|
N932CA
|
|
N995CA |
N355CA
|
|
N471CA
|
|
N659CA
|
|
N805CA
|
|
N933CA
|
|
N999CA |
N367CA
|
|
N472CA
|
|
N668CA
|
|
N806CA
|
|
N934CA |
|
|
N368CA
|
|
N477CA
|
|
N669CA
|
|
N807CA
|
|
N949CA |
|
|
N374CA
|
|
N479CA
|
|
N690CA
|
|
N809CA
|
|
N951CA |
|
|
N376CA
|
|
N487CA
|
|
N708CA
|
|
N810CA
|
|
N954CA |
|
|
N378CA
|
|
N494CA
|
|
N709CA
|
|
N811CA
|
|
N956CA |
|
|
N379CA
|
|
N495CA
|
|
N710CA
|
|
N812CA
|
|
N957CA |
|
|
N390CA
|
|
N496CA
|
|
N712CA
|
|
N814CA
|
|
N958CA |
|
|
N391CA
|
|
N498CA
|
|
N713CA
|
|
N815CA
|
|
N959CA |
|
|
N398CA
|
|
N506CA
|
|
N716CA
|
|
N816CA
|
|
N960CA |
|
|
N403CA
|
|
N507CA
|
|
N719CA
|
|
N818CA
|
|
N962CA |
|
|
N408CA
|
|
N510CA
|
|
N720SW
|
|
N819CA
|
|
N963CA |
|
|
N409CA
|
|
N514CA
|
|
N721CA
|
|
N821CA
|
|
N964CA |
|
|
N416CA
|
|
N518CA
|
|
N729CA
|
|
N912CA
|
|
N965CA |
|
|
N420CA
|
|
N523CA
|
|
N735CA
|
|
N914CA
|
|
N966CA |
|
|
N427CA
|
|
N526CA
|
|
N739CA
|
|
N915CA
|
|
N967CA |
|
|
N430CA
|
|
N587SW
|
|
N779CA
|
|
N916CA
|
|
N969CA |
|
|
N435CA
|
|
N588SW
|
|
N781CA
|
|
N917CA
|
|
N971CA |
|
|
N436CA
|
|
N589SW
|
|
N783CA
|
|
N918CA
|
|
N973CA |
|
|
N442CA
|
|
N590SW
|
|
N784CA
|
|
N920CA
|
|
N983CA |
|
|
N443CA
|
|
N591SW
|
|
N785CA
|
|
N924CA
|
|
N984CA |
|
|
N446CA
|
|
N592SW
|
|
N786CA
|
|
N926CA
|
|
N987CA |
|
|
2
Schedule 3.06
SUBSIDIARIES OF DELTA AIR LINES, INC.
The Subsidiaries of the Borrower and the percentages of voting securities owned by the
immediate parent of each Subsidiary are as follows:
|
|
|
|
|
|
|
Percentage of |
|
|
Voting |
|
|
Securities |
|
|
Owned by |
|
|
Immediate |
Name of Entity |
|
Parent |
Crown Rooms, Inc. |
|
|
100 |
% |
DAL Global Services, LLC |
|
|
100 |
% |
Delta Air Lines, Inc. and Pan American World Airways,
Inc.—Xxxxxxxxxxxxxxxxxxx XxxX |
|
|
000 |
% |
Delta Air Lines Dublin Limited |
|
|
100 |
% |
Delta Air Lines Private Limited |
|
|
51 |
% |
Kappa Capital Management, LLC |
|
|
100 |
% |
Aero Assurance, Ltd. (1) |
|
|
95 |
% |
ASA Holdings, Inc. |
|
|
100 |
% |
Comair Holdings, LLC |
|
|
100 |
% |
Comair, Inc. |
|
|
100 |
% |
Comair Services, Inc. |
|
|
100 |
% |
Delta AirElite Business Jets, Inc. |
|
|
100 |
% |
Delta Connection Academy, Inc. |
|
|
100 |
% |
DAL Moscow, Inc. |
|
|
100 |
% |
New Sky, Ltd. |
|
|
100 |
% |
Delta Loyalty Management Services, LLC |
|
|
100 |
% |
Delta Technology, LLC |
|
|
100 |
% |
Delta Benefits Management, Inc. |
|
|
100 |
% |
Epsilon Trading, LLC |
|
|
100 |
% |
|
|
|
(1) |
|
Kappa Capital Management, Inc., the immediate parent, owns 12,900,000 shares of Class A
Preferred Stock. The remaining voting power is held by Delta Air Lines, Inc., which owns
120,000 shares of Class A Common Stock and 500,000 shares of Class B Common Stock. All shares
of voting stock have one vote per share. ACE American Insurance Company owns 4,500,000 Class B
Preferred Stock, which does not have voting rights. |
Schedule 3.07
EXISTING LIENS
A. |
|
Encumbered Aircraft, Spare Engines, Spare Parts and Propellers |
|
1. |
|
Encumbered Aircraft |
|
I. |
|
Delta Air Lines, Inc. |
Boeing 737-832; CFM 56-7B26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Reg.# |
|
MS# |
|
Engines |
|
Transaction Type |
|
Owner / Lessor |
|
Trustee |
N371DA
|
|
29619 |
|
|
|
875354, 875362
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N372DA
|
|
29620 |
|
|
|
875364, 874377
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N373DA
|
|
29621 |
|
|
|
874384, 875403
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N374DA
|
|
29622 |
|
|
|
874401, 874408
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N375DA
|
|
29623 |
|
|
|
875386, 875387
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N376DA
|
|
29624 |
|
|
|
875510, 874488
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N377DA
|
|
29625 |
|
|
|
875678, 874691
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N378DA
|
|
30265 |
|
|
|
874845, 874848
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N379DA
|
|
30349 |
|
|
|
875867, 874871
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N380DA
|
|
30266 |
|
|
|
875948, 874882
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N381DN
|
|
30350 |
|
|
|
875893, 874900
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N382DA
|
|
30345 |
|
|
|
874943, 874944
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N383DN
|
|
30346 |
|
|
|
874953, 874954
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N384DA
|
|
30347 |
|
|
|
874980, 876176
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N385DN
|
|
30348 |
|
|
|
874981, 876122
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N386DA
|
|
30373 |
|
|
|
876160, 876175
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N387DA
|
|
30374 |
|
|
|
874868, 877188
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N388DA
|
|
30375 |
|
|
|
876206, 876207
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N389DA
|
|
30376 |
|
|
|
874896, 877366
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N390DA
|
|
30536 |
|
|
|
876291, 876292
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N391DA
|
|
30560 |
|
|
|
876332, 876330
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N392DA
|
|
30561 |
|
|
|
876435, 876389
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N393DA
|
|
30377 |
|
|
|
876426, 876429
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N394DA
|
|
30562 |
|
|
|
876432, 877440
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N395DN
|
|
30773 |
|
|
|
877473, 876469
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N396DA
|
|
30378 |
|
|
|
876525, 876527
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N397DA
|
|
30537 |
|
|
|
876537, 876554
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N398DA
|
|
30774 |
|
|
|
876561, 876289
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N399DA
|
|
30379 |
|
|
|
876610, 876581
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3730B
|
|
30538 |
|
|
|
876583, 876591
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3731T
|
|
30775 |
|
|
|
876629, 876592
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3732J
|
|
30380 |
|
|
|
876582, 876608
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3733Z
|
|
30539 |
|
|
|
877628, 876669
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3734B
|
|
30776 |
|
|
|
876642, 876630
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3735D
|
|
30381 |
|
|
|
876644, 876655
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3736C
|
|
30540 |
|
|
|
876674, 876675
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3737C
|
|
30799 |
|
|
|
888127, 876682
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3738B
|
|
30382 |
|
|
|
888152, 888108
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3739P
|
|
30541 |
|
|
|
888113, 888117
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Reg.# |
|
MS# |
|
Engines |
|
Transaction Type |
|
Owner / Lessor |
|
Trustee |
N3740C
|
|
30800 |
|
|
|
888118, 888122
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3741S
|
|
30487 |
|
|
|
888153, 889162
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3742C
|
|
30835 |
|
|
|
888223, 888169
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3743H
|
|
30836 |
|
|
|
889195, 889199
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3744F
|
|
30837 |
|
|
|
888270, 888279
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3745B
|
|
32373 |
|
|
|
888325, 888326
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3746H
|
|
30488 |
|
|
|
888349, 888350
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3747D
|
|
32374 |
|
|
|
888354, 888355
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3748Y
|
|
30489 |
|
|
|
888396, 888399
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3749D
|
|
30490 |
|
|
|
888402, 888405
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3750D
|
|
32375 |
|
|
|
888408, 888476
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3751B
|
|
30491 |
|
|
|
889443, 889444
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3752
|
|
30492 |
|
|
|
888452, 888467
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3753
|
|
32626 |
|
|
|
888462, 889458
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3754A
|
|
29629 |
|
|
|
888486, 888489
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3755D
|
|
29627 |
|
|
|
888554, 888499
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3756
|
|
30493 |
|
|
|
889495, 889498
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3757D
|
|
30813 |
|
|
|
889570, 889510
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3758Y
|
|
30814 |
|
|
|
889511, 889460
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3759
|
|
30815 |
|
|
|
888411, 888572
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3760C
|
|
30816 |
|
|
|
888789, 888578
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3761R
|
|
29628 |
|
|
|
888600, 888497
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3762Y
|
|
30817 |
|
|
|
889506, 888607
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3763D
|
|
29629 |
|
|
|
888672, 888673
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3764D
|
|
30818 |
|
|
|
888787, 888684
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3765
|
|
30819 |
|
|
|
888687, 888689
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3766
|
|
30820 |
|
|
|
888788, 888731
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3767
|
|
30821 |
|
|
|
888735, 888736
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3768
|
|
29630 |
|
|
|
889775, 888786
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3769L
|
|
30822 |
|
|
|
888790, 888793
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N37700
|
|
29631 |
|
|
|
888825, 888826
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N3771K
|
|
29632 |
|
|
|
888890, 888888
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
XxXxxxxxx Xxxxxxx MD-88; P&W JT8D-219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N901DL
|
|
49532 |
|
|
|
P718033D, P716783D
|
|
Operating Lease
|
|
Xxxxx Fargo Bank Northwest, N.A.
|
|
The Bank of New York |
N902DL
|
|
49533 |
|
|
|
P716789D, P716790D
|
|
Operating Lease
|
|
Xxxxx Fargo Bank Northwest, N.A.
|
|
The Bank of New York |
N903DL
|
|
49534 |
|
|
|
P718042D, P716797D
|
|
Operating Lease
|
|
Xxxxx Fargo Bank Northwest, N.A.
|
|
The Bank of New York |
N904DL
|
|
49535 |
|
|
|
P716800D, P718025D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N905DL
|
|
49536 |
|
|
|
P718026D, P718027D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N906DL
|
|
49537 |
|
|
|
P716782D, P718034D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N907DL
|
|
49538 |
|
|
|
P718045D, P718049D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N908DL
|
|
49539 |
|
|
|
P718048D, P718100D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N909DL
|
|
49540 |
|
|
|
P718056D, P718159D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N910DL
|
|
49541 |
|
|
|
P718080D, P718081D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N911DL1
|
|
49542 |
|
|
|
P718086D, P718069D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N912DL
|
|
49543 |
|
|
|
P718087D, P718088D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N913DL
|
|
49544 |
|
|
|
P718120D, P718092D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N914DL
|
|
49545 |
|
|
|
P718101D, P718103D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N915DL
|
|
49546 |
|
|
|
P718104D, P718182D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
|
|
|
1 |
|
Subject to maintenance lien of Avborne Heavy
Maintenance, Inc. FAA release and Disclaimer filed on Friday, April 27, 2007,
and removal of lien to be confirmed on Monday, April 30, 2007. |
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Reg.# |
|
MS# |
|
Engines |
|
Transaction Type |
|
Owner / Lessor |
|
Trustee |
N916DL
|
|
49591 |
|
|
|
P718105D, P718124D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N917DL2
|
|
49573 |
|
|
|
P718089D, P718125D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N918DL
|
|
49583 |
|
|
|
P718126D, P718127D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N919DL
|
|
49584 |
|
|
|
P718128D, P718129D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N920DL3
|
|
49644 |
|
|
|
P718130D, P718131D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N921DL
|
|
49645 |
|
|
|
P718145D, P718140D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N922DL
|
|
49646 |
|
|
|
P718141D, P718151D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N923DL
|
|
49705 |
|
|
|
P718153D, P718154D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N924DL
|
|
49711 |
|
|
|
P718147D, P718148D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N925DL
|
|
49712 |
|
|
|
P718149D, P718150D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
Xxx Xxxx xx Xxx Xxxx |
X000XX
|
|
49819 |
|
|
|
P725449DCN, P725450DCN
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N947DL
|
|
49878 |
|
|
|
P725483D, P725484D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N949DL
|
|
49880 |
|
|
|
P725507D, P725512D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N952DL
|
|
49883 |
|
|
|
P718239D, P718264D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N953DL
|
|
49884 |
|
|
|
P718263D, P718268D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N954DL
|
|
49885 |
|
|
|
P725522D, P725527D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N955DL
|
|
49886 |
|
|
|
P725529D, P725530D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N956DL
|
|
49887 |
|
|
|
P725528D, P725534D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N957DL
|
|
49976 |
|
|
|
P725535D, P725532D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N958DL
|
|
49977 |
|
|
|
P725536D, P725537D
|
|
Operating Lease
|
|
Xxxxx Fargo Bank Northwest, N.A.
|
|
The Bank of New York |
N959DL
|
|
49978 |
|
|
|
P725545D, P725548D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N960DL
|
|
49979 |
|
|
|
P725582D, P725553D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N961DL
|
|
49980 |
|
|
|
P725558D, P725552D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N962DL
|
|
49981 |
|
|
|
P725619DCN, P725583D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N963DL
|
|
49982 |
|
|
|
P725638D, P725639D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N964DL
|
|
49983 |
|
|
|
P725635D, P725627D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N965DL
|
|
49984 |
|
|
|
P725599D, P725603D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N966DL
|
|
53115 |
|
|
|
P725551D, P725720D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N967DL
|
|
53116 |
|
|
|
P725718D, P725747D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N968DL
|
|
53161 |
|
|
|
P725754D, P725779D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N969DL
|
|
53172 |
|
|
|
P725736D, P725768D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N970DL
|
|
53173 |
|
|
|
P725793D, P725775D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N971DL
|
|
53214 |
|
|
|
P725772D, P725795D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N972DL
|
|
53215 |
|
|
|
P725794D, P725790D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N973DL
|
|
53241 |
|
|
|
P725835D, P725818D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N974DL
|
|
53242 |
|
|
|
P725819D, P725820D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N975DL
|
|
53243 |
|
|
|
P725812D, P725813D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N976DL
|
|
53257 |
|
|
|
P725774D, P725837D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N977DL
|
|
53258 |
|
|
|
P725840D, P725841D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N978DL
|
|
53259 |
|
|
|
P725815D, P725844D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N979DL
|
|
53266 |
|
|
|
P725865D, P725866D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N980DL
|
|
53267 |
|
|
|
P725867D, P725869D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N981DL
|
|
53268 |
|
|
|
P725861D, P725870D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
|
|
|
2 |
|
Subject to maintenance lien of Avborne Heavy
Maintenance, Inc. FAA release and Disclaimer filed on Friday, April 27, 2007,
and removal of lien to be confirmed on Monday, April 30, 2007. |
|
3 |
|
Subject to maintenance lien of Avborne Heavy
Maintenance, Inc. FAA release and Disclaimer filed on Friday, April 27, 2007,
and removal of lien to be confirmed on Monday, April 30, 2007. |
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Reg.# |
|
MS# |
|
Engines |
|
Transaction Type |
|
Owner / Lessor |
|
Trustee |
N982DL
|
|
53273 |
|
|
|
P725877D, P725878D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N983DL
|
|
53274 |
|
|
|
P725817D, P725898D
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
Xxx Xxxx xx Xxx Xxxx |
X000XX
|
|
53311 |
|
|
|
P726005D, P725937D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N987DL
|
|
53338 |
|
|
|
P726002D, P726003D
|
|
Mortgage
|
|
Delta Air Lines. Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N990DL
|
|
53342 |
|
|
|
P725944D, P725945D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N993DL
|
|
53345 |
|
|
|
P725896D, P725921D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N996DL
|
|
53363 |
|
|
|
P725365D, P726056D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx X.X. |
X000XX
|
|
00000 |
|
|
|
P725995D, P725997D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N902DE
|
|
53379 |
|
|
|
P726010D, P726048D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N905DE
|
|
53410 |
|
|
|
P726835D, P726838D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N908DE
|
|
53417 |
|
|
|
P726915D, P726926D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N911DE
|
|
49967 |
|
|
|
P726925D, P726934D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N914DE
|
|
49957 |
|
|
|
P726943D, P726944D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N917DE
|
|
49958 |
|
|
|
P726916D, P726958D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N920DE
|
|
53423 |
|
|
|
P726980D, P726984D
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
XxXxxxxxx Xxxxxxx XX-00-00; IAE V2528-D5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N901DA
|
|
53381 |
|
|
|
V20016, V20017
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N904DA
|
|
53384 |
|
|
|
V20012, V20013
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N907DA
|
|
53387 |
|
|
|
V20023, V20024
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N910DN
|
|
53390 |
|
|
|
V20031, V20032
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N913DN
|
|
53393 |
|
|
|
V20072, V20073
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 757-232; P&W PW2037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N602DL
|
|
22809 |
|
|
|
P716328B, P716307B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx |
X000XX
|
|
00000 |
|
|
|
P716309B, P716311B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx |
X000XX
|
|
00000 |
|
|
|
P716303B, P716384B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx |
X000XX
|
|
00000 |
|
|
|
P716317B, P716318B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx |
X000XX
|
|
00000 |
|
|
|
P716511B, P716517B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx |
X000XX
|
|
00000 |
|
|
|
P716361B, P716304B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx |
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xxxxxxxxx / Xxxxxxxxx |
Reg.# |
|
MS# |
|
Engines |
|
Transaction Type |
|
Owner / Lessor |
|
Trustee |
N610DL
|
|
22817 |
|
|
|
P716363B, P716365B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx |
X000XX
|
|
00000 |
|
|
|
P716504B, P716515B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx |
X000XX
|
|
00000 |
|
|
|
P716333B, P716387B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx |
X000XX
|
|
00000 |
|
|
|
P716391B, P716397B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
N/A |
N617DL
|
|
22907 |
|
|
|
P716398B, P716404B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
Erste Bank der
Oesterreichischen
Xxxxxxxxxx XX,
Xxxxxx Xxxxxx |
X000XX
|
|
22908 |
|
|
|
P716400B, P716401B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
N/A |
N619DL
|
|
22909 |
|
|
|
P716408B, P716413B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N620DL
|
|
22910 |
|
|
|
P716435B, P716429B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N621DL
|
|
22911 |
|
|
|
P716432B, P716434B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
N/A |
N622DL
|
|
22912 |
|
|
|
P716433B, P716426B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
N/A |
N623DL
|
|
22913 |
|
|
|
P716448B, P716442B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N624DL
|
|
22914 |
|
|
|
P716440B, P716443B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N625DL
|
|
22915 |
|
|
|
P716456B, P716439B
|
|
Operating Lease
|
|
Xxxxx Xxxxx Xxxx Xxxxxxxxx
|
|
Xxx Xxxx xx Xxx Xxxx |
X000XX
|
|
22916 |
|
|
|
P716447B, P716454B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N627DL
|
|
22917 |
|
|
|
P716458B, P716438B
|
|
Operating Lease
|
|
Xxxxx Xxxxx Xxxx Xxxxxxxxx
|
|
Xxx Xxxx xx Xxx Xxxx |
X000XX
|
|
22918 |
|
|
|
P716464B, P716465B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N629DL
|
|
22919 |
|
|
|
P716462B, P716467B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N630DL
|
|
22920 |
|
|
|
P716483B, P716383B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N631DL
|
|
23612 |
|
|
|
P716471B, P716463B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N632DL
|
|
23613 |
|
|
|
P716475B, P716480B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N633DL
|
|
23614 |
|
|
|
P716474B, P716479B
|
|
Operating Lease
|
|
Xxxxx Xxxxx Xxxx Xxxxxxxxx
|
|
Xxx Xxxx xx Xxx Xxxx |
X000XX
|
|
23615 |
|
|
|
P716481B, P716482B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
N/A |
N635DL
|
|
23762 |
|
|
|
P716478B, P716484B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N636DL
|
|
23763 |
|
|
|
P716487B, P716485B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N637DL
|
|
23760 |
|
|
|
P716490B, P716488B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx X.X |
X000XX
|
|
00000 |
|
|
|
P716489B, P716491B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx X.X |
X000XX
|
|
00000 |
|
|
|
P716508B, P716509B
|
|
Capital Lease
|
|
Wilmington Trust Company
|
|
Bank Hapoalim B.M.,
New York Branch |
N645DL
|
|
24216 |
|
|
|
P716519B, P716520B
|
|
Capital Lease
|
|
Wilmington Trust Company
|
|
Bank Hapoalim B.M.,
New York Branch |
N650DL
|
|
24390 |
|
|
|
P716525B, P716532B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N653DL
|
|
24393 |
|
|
|
P716539B, P716540B
|
|
Capital Lease
|
|
Wilmington Trust Company
|
|
Bank Hapoalim B.M.,
New York Branch |
N654DL
|
|
24394 |
|
|
|
P716541B, P716542B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N657DL
|
|
24419 |
|
|
|
P716547B, P716548B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N658DL
|
|
24420 |
|
|
|
P716549B, P716550B
|
|
Operating Lease
|
|
V16D-MD757, LLC
|
|
The Bank of New York |
N659DL
|
|
24421 |
|
|
|
P716551B, P716552B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N660DL
|
|
24422 |
|
|
|
P716553B, P716554B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N661DN
|
|
24972 |
|
|
|
P716557B, P716558B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N662DN
|
|
24991 |
|
|
|
P716559B, P716560B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N663DN
|
|
24992 |
|
|
|
P716561B, P716562B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N664DN
|
|
25012 |
|
|
|
P716563B, P716564B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N665DN
|
|
25013 |
|
|
|
P716565B, P716566B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
N.A. |
N666DN
|
|
25034 |
|
|
|
P726539B, P716568B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Reg.# |
|
MS# |
|
Engines |
|
Transaction Type |
|
Owner / Lessor |
|
Trustee |
N667DN
|
|
25035 |
|
|
|
P716569B, P716570B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N668DN
|
|
25141 |
|
|
|
P716571B, P716572B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N669DN
|
|
25142 |
|
|
|
P716573B, P716574B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
Xxx Xxxx xx Xxx Xxxx |
X000XX
|
|
25331 |
|
|
|
P716575B, P716576B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N673DL
|
|
25978 |
|
|
|
P716584B, P716585B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Fargo Bank
Northwest N.A. |
N675DL
|
|
25980 |
|
|
|
P716588B, P716589B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
Xxx Xxxx xx Xxx Xxxx |
X000XX
|
|
25982 |
|
|
|
P716592B, P716593B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx X.X. |
X000XX
|
|
00000 |
|
|
|
P716599B, P726702B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Xxxxx Xxxxx Xxxx
Xxxxxxxxx X.X. |
X000XX
|
|
00000 |
|
|
|
P726709B, P726698BCN
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N682DA
|
|
26958 |
|
|
|
P726689BCN, P726710B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N683DA
|
|
27103 |
|
|
|
P726715B, P726714B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N684DA
|
|
27104 |
|
|
|
P727102CN, P726700CN
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N685DA
|
|
27588 |
|
|
|
P727150B, P727151B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N686DA
|
|
27589 |
|
|
|
P727156B, P727157B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N687DL
|
|
27586 |
|
|
|
P727261B, P727262B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N688DL
|
|
27587 |
|
|
|
P727265B, P727266B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N689DL
|
|
27172 |
|
|
|
P727271B, P727272B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N690DL
|
|
27585 |
|
|
|
P727274B, P727275B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N692DL
|
|
29724 |
|
|
|
P727276B, P727277B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N693DL
|
|
29725 |
|
|
|
P727284B, P727285B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N694DL
|
|
29726 |
|
|
|
P727289B, P727290B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N695DL
|
|
29727 |
|
|
|
P727297B, P727298B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N696DL
|
|
29728 |
|
|
|
P728704B, P727288B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N697DL
|
|
30318 |
|
|
|
P728721B, P728722B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N698DL
|
|
29911 |
|
|
|
P728727B, P728728B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N699DL
|
|
29970 |
|
|
|
P728731B, P728732B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6700
|
|
30337 |
|
|
|
P728733B, P728734B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6701
|
|
30187 |
|
|
|
P728737B, P728738B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6702
|
|
30188 |
|
|
|
P728742B, P728744B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6703D
|
|
30234 |
|
|
|
P728751B, P728752B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6704Z
|
|
30396 |
|
|
|
P728753B, P728754B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6705Y
|
|
30397 |
|
|
|
P728759B, P728760B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6706Q
|
|
30422 |
|
|
|
P728761B, P728762B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6707A
|
|
30395 |
|
|
|
P728763B, P728764B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6708D
|
|
30480 |
|
|
|
P728766B, P728767B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6709
|
|
30481 |
|
|
|
P728768B, P728769B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6710E
|
|
30482 |
|
|
|
P728770B, P728771B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6711M
|
|
30483 |
|
|
|
P728772B, P728773B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6712B
|
|
30484 |
|
|
|
P728774B, P728775B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6713Y
|
|
30777 |
|
|
|
P728776B, P728777B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6714Q
|
|
30485 |
|
|
|
P728778B, P728780B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6715C
|
|
30486 |
|
|
|
P728781B, P728783B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6716C
|
|
30838 |
|
|
|
P728786B, P728787B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N6717
|
|
30839 |
|
|
|
P728790B, P728791B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-332; GE CF6-80A2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N102DA
|
|
22214 |
|
|
|
|
|
|
|
|
|
|
N120DL
|
|
23279 |
|
|
|
580322, 580321
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N121DE
|
|
23435 |
|
|
|
580327, 580292
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Reg.# |
|
MS# |
|
Engines |
|
Transaction Type |
|
Owner / Lessor |
|
Trustee |
N122DL
|
|
23436 |
|
|
|
580325, 580329
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N123DN
|
|
23437 |
|
|
|
580349, 580346
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N124DE
|
|
23438 |
|
|
|
580350, 580351
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N125DL
|
|
24075 |
|
|
|
580356, 580358
|
|
Operating Lease/ETC
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N126DL
|
|
24076 |
|
|
|
580366, 580363
|
|
Operating Lease/ETC
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N127DL
|
|
24077 |
|
|
|
580364, 580365
|
|
Operating Lease/ETC
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N128DL
|
|
24078 |
|
|
|
580370, 580367
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N129DL
|
|
24079 |
|
|
|
580373, 580372
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N130DL
|
|
24080 |
|
|
|
580362, 580371
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N131DN
|
|
24852 |
|
|
|
580387, 580388
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N132DN
|
|
24981 |
|
|
|
580393, 580390
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N133DN
|
|
24982 |
|
|
|
580395, 580394
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N134DL
|
|
25123 |
|
|
|
580398, 580396
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N135DL
|
|
25145 |
|
|
|
580399, 580397
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N136DL
|
|
25146 |
|
|
|
580401, 580402
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N137DL
|
|
25306 |
|
|
|
580403, 580400
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N138DL
|
|
25409 |
|
|
|
580405, 580406
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wells Fargo Bank
Northwest N.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-332ER; P&W PW4060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N140LL
|
|
25988 |
|
|
|
P724687B, P724688B
|
|
Operating Lease/PTC
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N1402A
|
|
25989 |
|
|
|
P724691B, P724692B
|
|
Operating Lease/PTC
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N143DA
|
|
25991 |
|
|
|
P727830B, P727831B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N144DA
|
|
27584 |
|
|
|
P727893B, P727894B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N172DN
|
|
24775 |
|
|
|
P724138B, P724139B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wells Fargo Bank
Northwest N.A. |
N174DN
|
|
24802 |
|
|
|
P724150B, P724151B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wells Fargo Bank
Northwest N.A. |
N176DN
|
|
25061 |
|
|
|
P724163B, P724164B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N177DN
|
|
25122 |
|
|
|
P724165B, P724166B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N178DN
|
|
25143 |
|
|
|
P724168B, P724169B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N179DN
|
|
25144 |
|
|
|
P724314B, P724171B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N180DN
|
|
25985 |
|
|
|
P724415CN, P724416CN
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N181DN
|
|
25986 |
|
|
|
P724638B, P724639B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N182DN
|
|
25987 |
|
|
|
P724655B, P724656B
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
The Bank of New York |
N184DN
|
|
27111 |
|
|
|
P724685B, P724686P
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
N/A |
N185DN
|
|
27961 |
|
|
|
P724715B, P724716B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N186DN
|
|
27962 |
|
|
|
P724719B, P727524CN
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N187DN
|
|
27582 |
|
|
|
P724740B, P724741B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N188DN
|
|
27583 |
|
|
|
P724750B, P724751B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N189DN
|
|
25990 |
|
|
|
P727620B, P727621B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N190DN
|
|
28447 |
|
|
|
P727649B, P727650B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N191DN
|
|
28448 |
|
|
|
P727654B, P727655B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N192DN
|
|
28449 |
|
|
|
P727678B, P727679B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N193DN
|
|
28450 |
|
|
|
P727707B, P727708B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N194DN
|
|
28451 |
|
|
|
P727717B, P727718B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N195DN
|
|
28452 |
|
|
|
P727723B, P727724B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N196DN
|
|
28453 |
|
|
|
P727725B, P727726B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N197DN
|
|
28454 |
|
|
|
P727738B, P727739B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N198DN
|
|
28455 |
|
|
|
P727744B, P727745B
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N199DN
|
|
28456 |
|
|
|
P727753B, P727754B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1200K
|
|
28457 |
|
|
|
P727774B, P727775B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1201P
|
|
28458 |
|
|
|
P727776B, P727777B
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Reg.# |
|
MS# |
|
Engines |
|
Transaction Type |
|
Owner / Lessor |
|
Trustee |
Boeing 767-3P6ER; GE CF6-80C2B4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N1501P
|
|
24983 |
|
|
|
695443, 695446
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wells Fargo Bank
Northwest N.A. |
N154DL
|
|
25241 |
|
|
|
695373, 695339
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wells Fargo Bank
Northwest N.A. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-332ER; GE CF6-80C2B6F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N394DL
|
|
27394 |
|
|
|
704233, 704234
|
|
Operating Lease
|
|
Wilmington Trust Company
|
|
N/A |
N169DZ
|
|
29689 |
|
|
|
704702, 704703
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1602
|
|
29694 |
|
|
|
704805, 704806
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1603
|
|
29695 |
|
|
|
704808, 704809
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1604R
|
|
30180 |
|
|
|
704865, 704866
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1605
|
|
30198 |
|
|
|
704883, 704884
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N16065
|
|
30199 |
|
|
|
704887, 704888
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1607B
|
|
30388 |
|
|
|
704999, 706101
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1608
|
|
30573 |
|
|
|
706106, 706110
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1609
|
|
30574 |
|
|
|
706111, 706112
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1610D
|
|
30594 |
|
|
|
706113, 706114
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1611B
|
|
30595 |
|
|
|
706140, 706137
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1612T
|
|
30575 |
|
|
|
706318, 706319
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N1613B
|
|
32776 |
|
|
|
706354, 706355
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N171DZ
|
|
29690 |
|
|
|
704738, 704739
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N172DZ
|
|
29691 |
|
|
|
704750, 704747
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N173DZ
|
|
29692 |
|
|
|
704736, 704746
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N174DZ
|
|
29693 |
|
|
|
704749, 704751
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N175DZ
|
|
29696 |
|
|
|
704823, 704824
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N176DZ
|
|
29697 |
|
|
|
704848, 704849
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N177DZ
|
|
29698 |
|
|
|
704871, 704872
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N178DZ
|
|
30596 |
|
|
|
706131, 706136
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
Boeing 767-432ER; GE CF6-80C2B8FG01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N825MH
|
|
29703 |
|
|
|
704897, 706174
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N826MH
|
|
29713 |
|
|
|
704896, 704929
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N827MH
|
|
29705 |
|
|
|
704952, 704953
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N828MH
|
|
29699 |
|
|
|
706120, 706121
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N829MH
|
|
29700 |
|
|
|
706150, 706151
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N830MH
|
|
29701 |
|
|
|
706162, 706163
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N831MH
|
|
29702 |
|
|
|
706164, 706165
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N832MH
|
|
29704 |
|
|
|
706181, 706182
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N833MH
|
|
29706 |
|
|
|
706192, 706193
|
|
EETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N834MH
|
|
29707 |
|
|
|
706203, 706204
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N835MH
|
|
29708 |
|
|
|
706205, 706206
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N836MH
|
|
29709 |
|
|
|
706224, 706225
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N837MH
|
|
29710 |
|
|
|
706232, 706233
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N838MH
|
|
29711 |
|
|
|
706238, 706239
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N839MH
|
|
29712 |
|
|
|
706253, 706254
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N840MH
|
|
29718 |
|
|
|
706287, 706288
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N841MH
|
|
29714 |
|
|
|
706385, 706386
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N842MH
|
|
29715 |
|
|
|
706381, 706382
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N843MH
|
|
29716 |
|
|
|
706412, 706413
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N844MH
|
|
29717 |
|
|
|
706431, 706433
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N845MH
|
|
29719 |
|
|
|
706446, 706447
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Reg.# |
|
MS# |
|
Engines |
|
Transaction Type |
|
Owner / Lessor |
|
Trustee |
Boeing 777-232; RR RB211-Trent 892-17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N860DA
|
|
29951 |
|
|
|
51145, 51146
|
|
EEETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N861DA
|
|
29952 |
|
|
|
51149, 51150
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N862DA
|
|
29734 |
|
|
|
51175, 51177
|
|
EEETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N863DA4
|
|
29735 |
|
|
|
51188, 51191
|
|
EEETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N864DA
|
|
29736 |
|
|
|
51193, 51194
|
|
EEETC Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N865DA
|
|
29737 |
|
|
|
51200, 51201
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N866DA
|
|
29738 |
|
|
|
51204, 51205
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
N867DA
|
|
29743 |
|
|
|
51360, 51361
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bombardier CL-600-2B19 (CRJ 200) ; GE CF 34-3B1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N928EV
|
|
8006 |
|
|
|
950283, 950274
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wilmington Trust Company |
N929EV
|
|
8007 |
|
|
|
950285, 950284
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wilmington Trust Company |
N930EV
|
|
8014 |
|
|
|
950303, 950306
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wilmington Trust Company |
N931EV
|
|
8015 |
|
|
|
950331, 950332
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wilmington Trust Company |
N932EV
|
|
8016 |
|
|
|
950311, 950310
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wilmington Trust Company |
N933EV
|
|
8022 |
|
|
|
950325, 950329
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wilmington Trust Company |
N934EV
|
|
8028 |
|
|
|
950363, 950362
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wilmington Trust Company |
N935EV
|
|
8037 |
|
|
|
950387, 950409
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wilmington Trust Company |
N936EV
|
|
8038 |
|
|
|
950389, 950390
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wilmington Trust Company |
N937EV
|
|
8042 |
|
|
|
950406, 950404
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
Wilmington Trust Company |
N970EV (formerly
N663BR)
|
|
7527 |
|
|
|
873055, 873053
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
N980EV (formerly
N692BR)
|
|
7759 |
|
|
|
873667, 873670
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
N974EV (formerly
N672BR)
|
|
7594 |
|
|
|
873225, 873228
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
N975EV (formerly
N673BR)5
|
|
7599 |
|
|
|
873245, 873242
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
N976EV (formerly
N674BR)
|
|
7601 |
|
|
|
873251, 873254
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
N977EV (formerly
N687BR)
|
|
7720 |
|
|
|
873587, 873588
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
N981EV
|
|
7768 |
|
|
|
873693, 873695
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
N978EV (formerly
N688BR)
|
|
7723 |
|
|
|
873597, 873594
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
N971EV (formerly
N664BR)
|
|
7528 |
|
|
|
873050, 873051
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
|
|
|
4 |
|
Subject to purported maintenance lien of Triad
International Maintenance Corporation. FAA release and Disclaimer filed on
Thursday, April 26, 2007 and removal of lien to be confirmed on Monday, April
30, 2007. |
|
5 |
|
Subject to tax lien of Tarrant County. FAA release and
Disclaimer to be filed and removal of lien to be confirmed on Monday, April 30,
2007. |
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Reg.# |
|
MS# |
|
Engines |
|
Transaction Type |
|
Owner / Lessor |
|
Trustee |
N972EV (formerly
N665BR)
|
|
7534 |
|
|
|
873065, 873070
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
N973EV (fromerly
N708BR)
|
|
7575 |
|
|
|
873183, 873184
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
N979EV (formerly
N689BR)
|
|
7737 |
|
|
|
873821, 873622
|
|
Operating Lease
|
|
Wachovia Bank, N.A.
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bombardier CL-600-2B19 (CRJ 700); CF34-3B1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N680BR
|
|
7679 |
|
|
|
873482, 873483
|
|
Operating Lease
|
|
Delta Air Lines, Inc.
|
|
Wachovia |
N684BR
|
|
7708 |
|
|
|
873552, 873553
|
|
Operating Lease
|
|
Delta Air Lines, Inc.
|
|
Wachovia |
N681BR
|
|
7680 |
|
|
|
873480, 873481
|
|
Operating Lease
|
|
Delta Air Lines, Inc.
|
|
Wachovia |
N682BR
|
|
7691 |
|
|
|
873533, 873534
|
|
Operating Lease
|
|
Delta Air Lines, Inc.
|
|
Wachovia |
N683BR
|
|
7692 |
|
|
|
873519, 873520
|
|
Operating Lease
|
|
Delta Air Lines, Inc.
|
|
Wachovia |
N685BR
|
|
7712 |
|
|
|
873590, 873591
|
|
Operating Lease
|
|
Delta Air Lines, Inc.
|
|
Wachovia |
N686BR
|
|
7715 |
|
|
|
873572, 873573
|
|
Operating Lease
|
|
Delta Air Lines, Inc.
|
|
Wachovia |
N629BR
|
|
7251 |
|
|
|
872356, 872357
|
|
Operating Lease
|
|
Delta Air Lines, Inc.
|
|
Wachovia |
N675BR
|
|
7635 |
|
|
|
873328, 873356
|
|
Operating Lease
|
|
Delta Air Lines, Inc.
|
|
Wachovia |
N659BR
|
|
7509 |
|
|
|
872999, 873000
|
|
Operating Lease
|
|
Delta Air Lines, Inc.
|
|
Wachovia |
The aircraft, engines, and propellers listed below are owned by Delta Air Lines, Inc. or leased to Delta Air Lines, Inc. and leased or subleased to Atlantic Southeast Airlines, Inc. and may be subject to other liens and
encumbrances securing indebtedness and obligations relating thereto.
Embraer EMB-120ER & EMB-120RT
|
|
|
|
|
|
|
|
|
Reg.# |
|
MS# |
|
Engines |
|
Propellers |
N232AS
|
|
120036 |
|
|
|
115503, 115514
|
|
901109, 871053 |
N500AS
|
|
120272 |
|
|
|
|
|
911132, 920128 |
|
|
|
|
|
|
|
|
911209, 890509 |
|
|
|
|
|
|
|
|
860319, 910527 |
|
|
|
|
|
|
|
|
911130, 910247 |
|
|
|
|
|
|
|
|
930523, 880912 |
|
|
|
|
|
|
|
|
890903, 920415 |
|
|
|
|
|
|
|
|
900409, 910314 |
|
|
|
|
|
|
|
|
860217, 901219 |
|
|
|
|
|
|
|
|
841019, 920131 |
|
|
|
|
|
|
|
|
871115, 900736 |
|
|
|
|
|
|
|
|
910347, 900209 |
|
|
|
|
|
|
|
|
881025, 920127 |
|
|
|
|
|
|
|
|
911121, 870309 |
|
|
|
|
|
|
|
|
910529, 880308 |
|
|
|
|
|
|
|
|
|
P&W PW147 |
|
|
|
|
|
|
|
Reg.# |
|
MS# |
|
Engines |
|
Propellers |
PW147
|
|
115301 |
|
|
|
|
|
|
PW147
|
|
115511 |
|
|
|
|
|
|
PW147
|
|
115358 |
|
|
|
|
|
|
PW147
|
|
127005 |
|
|
|
|
|
|
PW147
|
|
127150 |
|
|
|
|
|
|
PW147
|
|
127044 |
|
|
|
|
|
|
10
Hamilton Standard 14RF-9
|
|
|
|
|
|
|
|
|
Reg.# |
|
MS# |
|
Engines |
|
Propellers |
Hamilton 14RF-9
|
|
860910 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
880414 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
880712 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
890626 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
860624 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
940615 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
901019 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
880101 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
851003 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
890104 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
901112 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
870834 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
880533 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
901201 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
880912 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
870834 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
870515 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
870218 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
841020 |
|
|
|
|
|
|
Hamilton 14RF-9
|
|
850401 |
|
|
|
|
|
|
ATR72-212; P&W PW127
|
|
|
|
|
|
|
|
|
Reg.# |
|
MS# |
|
Engines |
|
|
N640AS
|
|
405 |
|
|
|
|
|
|
N641AS
|
|
387 |
|
|
|
127095, 127057
|
|
|
N642AS
|
|
395 |
|
|
|
127098, 127147 |
|
|
N643AS
|
|
413 |
|
|
|
127157, 127082 |
|
|
Hamilton Standard 247F-1
|
|
|
|
|
|
|
|
|
Reg.# |
|
MS# |
|
Engines |
|
Propellers |
Hamilton 247F-1
|
|
930310 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930311 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930312 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930313 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930414 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930510 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930511 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930512 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930513 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930514 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930413 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930515 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930612 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930713 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930714 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930715 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930910 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
941114 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
950317 |
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
Reg.# |
|
MS# |
|
Engines |
|
Propellers |
Hamilton 247F-1
|
|
951210 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930713 |
|
|
|
|
|
|
Hartzell 247F-1
|
|
941114 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
940416 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930510 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930714 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930312 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
940514 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
940113 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930414 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
951210 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
950612 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930413 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930511 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930513 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
940417 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930515 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930612 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930715 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
950317 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
950613 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
940217 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
931010 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
940314 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
940910 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930310 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930311 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930512 |
|
|
|
|
|
|
Hamilton 247F-1
|
|
930313 |
|
|
|
|
|
|
DIP Aircraft and Engines6
|
|
|
|
|
|
|
|
|
|
|
|
|
FAA Registration |
|
Manufacturer’s Serial |
|
|
|
Engines Serial |
Aircraft Model |
|
Number |
|
Number |
|
Engine Model and Type |
|
Number |
Boeing 737-232
|
|
N324DL
|
|
23096 |
|
|
|
Pratt & Whitney JT8D-15A
|
|
P709173B, P709175B |
Boeing 737-232
|
|
N325DL
|
|
23097 |
|
|
|
Pratt & Whitney JT8D-15A
|
|
P708176B, P709177B |
Boeing 737-247
|
|
N236WA
|
|
23184 |
|
|
|
Pratt & Whitney JT8D-15A
|
|
P709212B, P709213B |
Boeing 737-247
|
|
N237WA
|
|
23185 |
|
|
|
Pratt & Whitney JT8D-15A
|
|
P709216B, P709217B |
Boeing 737-247
|
|
N238WA
|
|
23186 |
|
|
|
Pratt & Whitney JT8D-15A
|
|
P709218B, P709219B |
Boeing 737-247
|
|
N239WA
|
|
23187 |
|
|
|
Pratt & Whitney JT8D-15A
|
|
P709226B, P709227B |
McDonnell Douglas MD-88
|
|
N926DL
|
|
49713 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718170D, P718171D |
McDonnell Douglas MD-88
|
|
N927DA
|
|
49714 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718172D |
McDonnell Douglas MD-88
|
|
N928DL
|
|
49715 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718175D, P718176D |
McDonnell Douglas MD-88
|
|
N929DL
|
|
49716 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718177D, P718178D |
McDonnell Douglas MD-88
|
|
N930DL
|
|
49717 |
|
|
|
|
|
|
McDonnell Douglas MD-88
|
|
N931DL
|
|
49718 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718202D, P718203D |
|
|
|
6 |
|
To be removed substantially contemporaneously with closing. |
12
|
|
|
|
|
|
|
|
|
|
|
|
|
FAA Registration |
|
Manufacturer’s Serial |
|
|
|
Engines Serial |
Aircraft Model |
|
Number |
|
Number |
|
Engine Model and Type |
|
Number |
McDonnell
Douglas MD-88
|
|
N932DL
|
|
49719 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718224D, P718225D |
McDonnell Douglas MD-88
|
|
N933DL
|
|
49720 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718212D, P718208D |
McDonnell Douglas MD-88
|
|
N934DL
|
|
49721 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718216D, P718217D |
McDonnell Douglas MD-88
|
|
N935DL
|
|
49722 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718218D, P718223D |
McDonnell Douglas MD-88
|
|
N936DL
|
|
49723 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718226D, P718228D |
McDonnell Douglas MD-88
|
|
N937DL
|
|
49810 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718247D, P718248D |
McDonnell Douglas MD-88
|
|
N938DL
|
|
49811 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725356D, P718282D |
McDonnell Douglas MD-88
|
|
N939DL
|
|
49812 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725358D, P725368D |
McDonnell Douglas MD-88
|
|
N940DL
|
|
49813 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725393D, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pratt & Whitney JT8D-219 (shown as Pratt
& Whitney JT8D-217 on FAA record)
|
|
P726021D |
|
|
|
|
|
|
|
|
|
|
|
McDonnell Douglas MD-88
|
|
N941DL
|
|
49814 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725395D, P725416D |
McDonnell Douglas MD-88
|
|
N942DL
|
|
49815 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725354D, P725396D |
McDonnell Douglas MD-88
|
|
N943DL
|
|
49816 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725403D, P725419D |
McDonnell Douglas MD-88
|
|
N944DL
|
|
49817 |
|
|
|
|
|
|
McDonnell Douglas MD-88
|
|
N945DL
|
|
49818 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725373DCN, P725390DCN |
McDonnell Douglas MD-88
|
|
N948DL
|
|
49879 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725488D, P725489D |
McDonnell Douglas MD-88
|
|
N950DL
|
|
49881 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P718179D, P718214D |
McDonnell Douglas MD-88
|
|
N951DL
|
|
49882 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725513D, P725514D |
McDonnell Douglas MD-88
|
|
N985DL
|
|
53312 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725977D, P725978D |
McDonnell Douglas MD-88
|
|
N986DL
|
|
53313 |
|
|
|
Pratt & Whitney JT8D-219 (shown as
JT8D-217C on FAA record)
|
|
P726011D, P725989D |
McDonnell Douglas MD-88
|
|
N988DL
|
|
53339 |
|
|
|
Pratt & Whitney JT8D-219 (shown as
JT8D-217C on FAA record)
|
|
P726015D, P726007D |
McDonnell Douglas MD-88
|
|
N989DL
|
|
53341 |
|
|
|
Pratt & Whitney JT8D-219 (shown as
JT8D-217C on FAA record)
|
|
P726047D, P726088D |
McDonnell Douglas MD-88
|
|
N991DL
|
|
53343 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725939D, P725959D |
McDonnell Douglas MD-88
|
|
N992DL
|
|
53344 |
|
|
|
Pratt & Whitney JT8D-219 (shown as
JT8D-217C on FAA record)
|
|
P726038D, P726031D |
McDonnell Douglas MD-88
|
|
N994DL
|
|
53346 |
|
|
|
Pratt & Whitney JT8D-219 (shown as
JT8D-217C on FAA record)
|
|
P726051D, P726053D |
McDonnell Douglas MD-88
|
|
N995DL
|
|
53362 |
|
|
|
Pratt & Whitney JT8D-219 (shown as
JT8D-217C on FAA record)
|
|
P726086D, P726081D |
McDonnell Douglas MD-88
|
|
N997DL
|
|
53364 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P726067D, P726069D |
McDonnell Douglas MD-88
|
|
N998DL
|
|
53370 |
|
|
|
Pratt & Whitney JT8D-219 (shown as
JT8D-217C on FAA record)
|
|
P726074D, P726077D |
McDonnell Douglas MD-88
|
|
N900DE
|
|
53372 |
|
|
|
Pratt & Whitney JT8D-219 (shown as
JT8D-217C on FAA record)
|
|
P726082D, P726087D |
McDonnell Douglas MD-88
|
|
N901DE
|
|
53378 |
|
|
|
Pratt & Whitney JT8D-219 (shown as
JT8D-217C on FAA record)
|
|
P726052D, P726822D |
McDonnell Douglas MD-88
|
|
N903DE
|
|
53380 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P726826D, P726827D |
13
|
|
|
|
|
|
|
|
|
|
|
|
|
FAA Registration |
|
Manufacturer’s Serial |
|
|
|
Engines Serial |
Aircraft Model |
|
Number |
|
Number |
|
Engine Model and Type |
|
Number |
McDonnell Douglas MD-88
|
|
N904DE
|
|
53409 |
|
|
|
Pratt & Whitney JT8D-219 (shown as
JT8D-217C on FAA record)
|
|
P725998D, P726872D |
McDonnell Douglas MD-88
|
|
N906DE
|
|
53415 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P726009D, P726905D |
McDonnell Douglas MD-88
|
|
N907DE
|
|
53416 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P726907D, P726908D |
McDonnell Douglas MD-88
|
|
N909DE
|
|
53418 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P726923D, P726924D |
McDonnell Douglas MD-88
|
|
N910DE
|
|
53419 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P725380D, P726918D |
McDonnell Douglas MD-88
|
|
N912DE
|
|
49997 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P726931D, P726933D |
McDonnell Douglas MD-88
|
|
N913DE
|
|
49956 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P726865D, P726932D |
McDonnell Douglas MD-88
|
|
N915DE
|
|
53420 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P726929D, P726952D |
McDonnell Douglas MD-88
|
|
N916DE
|
|
53421 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P726950D, P726951D |
McDonnell Douglas MD-88
|
|
N918DE
|
|
49959 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P726967D, P726968D |
McDonnell Douglas MD-88
|
|
N919DE
|
|
53422 |
|
|
|
Pratt & Whitney JT8D-219
|
|
P726976D, P726979D |
McDonnell Douglas MD-90-30
|
|
N902DA
|
|
53382 |
|
|
|
International Aero Engines V2528-D5
|
|
V20007, V20008 |
McDonnell Douglas MD-90-30
|
|
N903DA
|
|
53383 |
|
|
|
International Aero Engines V2528-D5
|
|
V20009, V20010 |
McDonnell Douglas MD-90-30
|
|
N905DA
|
|
53385 |
|
|
|
International Aero Engines V2528-D5
|
|
V20014, V20015 |
McDonnell Douglas MD-90-30
|
|
N906DA
|
|
53386 |
|
|
|
International Aero Engines V2528-D5
|
|
V20019, V20021 |
McDonnell Douglas MD-90-30
|
|
N908DA
|
|
53388 |
|
|
|
International Aero Engines V2528-D5
|
|
V20025, V20026 |
McDonnell Douglas MD-90-30
|
|
N909DA
|
|
53389 |
|
|
|
International Aero Engines V2528-D5
|
|
V20030, V20027 |
McDonnell Douglas MD-90-30
|
|
N911DA
|
|
53391 |
|
|
|
International Aero Engines V2528-D5
|
|
V20035, V20036 |
McDonnell Douglas MD-90-30
|
|
N912DN
|
|
53392 |
|
|
|
International Aero Engines V2528-D5
|
|
V20045, V20046 |
McDonnell Douglas MD-90-30
|
|
N914DN
|
|
53394 |
|
|
|
International Aero Engines V2528-D5
|
|
V20075, V20070 |
McDonnell Douglas MD-90-30
|
|
N915DN
|
|
53395 |
|
|
|
International Aero Engines V2528-D5
|
|
V20079, V20074 |
McDonnell Douglas MD-90-30
|
|
N916DN
|
|
53396 |
|
|
|
International Aero Engines V2528-D5
|
|
V20084, V20080 |
Boeing 757-232
|
|
N601DL
|
|
22808 |
|
|
|
Pratt & Whitney PW2037
|
|
P716336B |
Boeing 757-232
|
|
N606DL
|
|
22813 |
|
|
|
Pratt & Whitney PW2037
|
|
P716325B |
Boeing 757-232
|
|
N608DA
|
|
22815 |
|
|
|
Pratt & Whitney PW2037
|
|
P716348B |
Boeing 757-232
|
|
N613DL
|
|
22820 |
|
|
|
Pratt & Whitney PW2037
|
|
P716308B, P716385B |
Boeing 757-232
|
|
N614DL
|
|
22821 |
|
|
|
|
|
|
Boeing 757-232
|
|
N615DL
|
|
22822 |
|
|
|
Pratt & Whitney PW2037
|
|
P716366B, P716392B |
Boeing 757-232
|
|
N639DL
|
|
23993 |
|
|
|
Pratt & Whitney PW2037
|
|
P716305B, P716505B |
Boeing 757-232
|
|
N640DL
|
|
23994 |
|
|
|
Pratt & Whitney PW2037
|
|
P716506B, P716507B |
Boeing 757-232
|
|
N642DL
|
|
23996 |
|
|
|
Pratt & Whitney PW2037
|
|
P716512B, P716513B |
Boeing 757-232
|
|
N643DL
|
|
23997 |
|
|
|
Pratt & Whitney PW2037
|
|
P716510B, P716310B |
Boeing 757-232
|
|
N644DL
|
|
23998 |
|
|
|
Pratt & Whitney PW2037
|
|
P716514B, P716326B |
Boeing 757-232
|
|
N646DL
|
|
24217 |
|
|
|
Pratt & Whitney PW2037
|
|
P716518B, P716522B |
Boeing 757-232
|
|
N647DL
|
|
24218 |
|
|
|
Pratt & Whitney PW2037
|
|
P716523B, P716528B |
14
|
|
|
|
|
|
|
|
|
|
|
|
|
FAA Registration |
|
Manufacturer’s Serial |
|
|
|
Engines Serial |
Aircraft Model |
|
Number |
|
Number |
|
Engine Model and Type |
|
Number |
Boeing 757-232
|
|
N648DL
|
|
24372 |
|
|
|
Pratt & Whitney PW2037
|
|
P716359B, P716524B |
Boeing 757-232
|
|
N649DL
|
|
24389 |
|
|
|
Pratt & Whitney PW2037
|
|
P716526B, P716534B |
Boeing 757-232
|
|
N651DL
|
|
24391 |
|
|
|
Pratt & Whitney PW2037
|
|
P716521B, P716536B |
Boeing 757-232
|
|
N652DL
|
|
24392 |
|
|
|
Pratt & Whitney PW2037
|
|
P716537B, P716527B |
Boeing 757-232
|
|
N655DL
|
|
24395 |
|
|
|
Pratt & Whitney PW2037
|
|
P716543B, P716544B |
Boeing 757-232
|
|
N656DL
|
|
24396 |
|
|
|
Pratt & Whitney PW2037
|
|
P716545B, P716546B |
Boeing 757-232
|
|
N671DN
|
|
25332 |
|
|
|
Pratt & Whitney PW2037
|
|
P716577B, P716578B |
Boeing 757-232
|
|
N672DL
|
|
25977 |
|
|
|
Pratt & Whitney PW2037
|
|
P716581B, P716582B |
Boeing 757-232
|
|
N674DL
|
|
25979 |
|
|
|
Pratt & Whitney PW2037
|
|
P716586B, P716587B |
Boeing 757-232
|
|
N676DL
|
|
25981 |
|
|
|
Pratt & Whitney PW2037
|
|
P716590B, P716591B |
Boeing 757-232
|
|
N678DL
|
|
25983 |
|
|
|
Pratt & Whitney PW2037
|
|
P716595B, P716596B |
Boeing 757-232
|
|
N679DA
|
|
26955 |
|
|
|
Pratt & Whitney PW2037
|
|
P716598B, P726701B |
Boeing 757-26D
|
|
N900PC
|
|
28446 |
|
|
|
Pratt & Whitney PW2037
|
|
P727211B, P727212B |
Boeing 757-212
|
|
N751AT
|
|
23125 |
|
|
|
Pratt & Whitney PW2037
|
|
P716315, P716324 |
Boeing 757-212
|
|
N750AT
|
|
23126 |
|
|
|
Pratt & Whitney PW2037
|
|
P716341, P716327 |
Boeing 757-212
|
|
N757AT
|
|
23127 |
|
|
|
Pratt & Whitney PW2037
|
|
P716329, P716316 |
Boeing 757-212
|
|
N752AT
|
|
23128 |
|
|
|
Pratt & Whitney PW2037
|
|
P716339, P716320 |
Boeing 767-332
|
|
N139DL
|
|
25984 |
|
|
|
General Electric CF6-80A2
|
|
P580144 |
Boeing 767-332ER
|
|
N171DN
|
|
24759 |
|
|
|
|
|
|
Boeing 767-332ER
|
|
N173DN
|
|
24800 |
|
|
|
|
|
|
Boeing 767-332ER
|
|
N175DN
|
|
24803 |
|
|
|
Pratt & Whitney PW4060
|
|
P724146B, P724147B |
Boeing 767-332ER
|
|
N183DN
|
|
27110 |
|
|
|
Pratt & Whitney PW4060
|
|
P724681B, P724682B |
Boeing 767-3P6ER
|
|
N152DL
|
|
24984 |
|
|
|
General Electric CF6-80C2B4
|
|
695307, 695376 |
Boeing 767-3P6ER
|
|
N153DL
|
|
24985 |
|
|
|
General Electric CF6-80C2B4
|
|
695476, 695438 |
Boeing 767-3P6ER
|
|
N155DL
|
|
25269 |
|
|
|
General Electric CF6-80C2B4
|
|
695442, 695334 |
Boeing 767-3P6ER
|
|
N156DL
|
|
25354 |
|
|
|
General Electric CF6-80C2B4
|
|
695374, 695521 |
15
II. Comair, Inc.
Bombardier CL-600-2C10; GE CF 34-8C1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee/ |
|
|
|
|
|
|
|
|
|
|
|
|
Indenture |
Reg. # |
|
MS # |
|
Engines |
|
Transaction Type |
|
Owner/Lessor |
|
Trustee |
N317CA
|
|
10055 |
|
|
|
GE-E-965333;
GE-E-965326
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N331CA
|
|
10061 |
|
|
|
GE-E-965350;
GE-E-965349
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N340CA
|
|
10062 |
|
|
|
GE-E-965351;
GE-E-965352
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N354CA
|
|
10064 |
|
|
|
GE-E-965359;
GE-E-965360
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N355CA
|
|
10067 |
|
|
|
GE-E-965363;
GE-E-965358
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N367CA
|
|
10069 |
|
|
|
GE-E-963365;
GE-E-873366
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N368CA
|
|
10075 |
|
|
|
GE-E-965372;
GE-E-965373
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N374CA
|
|
10090 |
|
|
|
GE-E-965403;
GE-E-965418
|
|
Debt
|
|
Comair, Inc.
|
|
Wilmington Trust
Company |
N376CA
|
|
10092 |
|
|
|
GE-E-965432;
GE-E-965417
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N378CA
|
|
10097 |
|
|
|
GE-E-965421;
GE-E-965424
|
|
Debt
|
|
Comair, Inc.
|
|
Wilmington Trust
Company |
N379CA
|
|
10102 |
|
|
|
GE-E-965420;
GE-E-965426
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N390CA
|
|
10106 |
|
|
|
GE-E-965439;
GE-E-965432
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N391CA
|
|
10108 |
|
|
|
GE-E-965437;
GE-E-965438
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N398CA
|
|
10112 |
|
|
|
GE-E-965451;
GE-E-965444
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N369CA
|
|
10079 |
|
|
|
GE-E-965380;
GE-E-965381
|
|
Debt
|
|
Comair, Inc
|
|
Wells Fargo Bank
Northwest |
N371CA
|
|
10082 |
|
|
|
GE-E-965386;
GE-E-965389
|
|
Debt
|
|
Comair, Inc
|
|
Wells Fargo Bank
Northwest |
N625CA
|
|
10113 |
|
|
|
GE-E-965453;
GE-E-965438
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N641CA
|
|
10122 |
|
|
|
GE-E-965478;
GE-E-965471
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N642CA
|
|
10125 |
|
|
|
GE-E-965477;
GE-E-965458
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N653CA
|
|
10129 |
|
|
|
GE-E-965486;
GE-E-965487
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N655CA
|
|
10134 |
|
|
|
GE-E-965496;
GE-E-965497
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N656CA
|
|
10143 |
|
|
|
GE-E965519;
GE-E965520
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N658CA
|
|
10148 |
|
|
|
GE-E-965528;
GE-E-965533
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N659CA
|
|
10153 |
|
|
|
GE-E965538;
GE-E965543
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N668CA
|
|
10162 |
|
|
|
GE-E965555;
GE-E965558
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N669CA
|
|
10176 |
|
|
|
GE-E965589;
GE-E965590
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N690CA
|
|
10182 |
|
|
|
GE-E-965600;
GE-E-965623
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee/ |
|
|
|
|
|
|
|
|
|
|
|
|
Indenture |
Reg. # |
|
MS # |
|
Engines |
|
Transaction Type |
|
Owner/Lessor |
|
Trustee |
Bombardier CL-600-2B19; GE CF 34-3A1 |
|
|
|
|
|
N403CA
|
|
7428 |
|
|
|
GE-E-807635;
GE-E-807636
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N408CA
|
|
7440 |
|
|
|
GE-E-807637;
GE-E-807638
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N409CA
|
|
7441 |
|
|
|
GE-E-807639;
GE-E-807640
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N416CA
|
|
7450 |
|
|
|
GE-E-807644;
GE-E-807645
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N420CA
|
|
7451 |
|
|
|
GE-E-807646; GE-E-
807647
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N427CA
|
|
7460 |
|
|
|
GE-E-807649;
GE-E-807650
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N430CA
|
|
7461 |
|
|
|
GE-E-807652;
GE-E-807653
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N435CA
|
|
7473 |
|
|
|
GE-E-807656;
GE-E-807657
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N436CA
|
|
7482 |
|
|
|
GE-E-807642;
GE-E-807655
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N442CA
|
|
7483 |
|
|
|
GE-E-807658;
GE-E-807659
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N708CA
|
|
7235 |
|
|
|
GE-E-807525;
GE-E-807536
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N709CA
|
|
7238 |
|
|
|
GE-E-807527;
GE-E-807528
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N710CA
|
|
7241 |
|
|
|
GE-E-807529;
GE-E-807530
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N712CA
|
|
7244 |
|
|
|
GE-E-807531;
GE-E-807534
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N713CA
|
|
7245 |
|
|
|
GE-E-807532;
GE-E-807533
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N716CA
|
|
7250 |
|
|
|
GE-E-807538;
GE-E-807547
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
N719CA
|
|
7253 |
|
|
|
GE-E-807539;
GE-E-807541
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N721CA
|
|
7259 |
|
|
|
GE-E-807542;
GE-E-807544
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
N729CA
|
|
7265 |
|
|
|
GE-E-807545;
GE-E-807548
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N735CA
|
|
7267 |
|
|
|
GE-E-807483;
GE-E-807551
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N739CA
|
|
7273 |
|
|
|
GE-E-807520;
GE-E-807535
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N592SW
(f/k/a/N759CA)
|
|
7279 |
|
|
|
GE-E-807553;
GE-E-807651
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N594SW
(f/k/a/N767CA)
|
|
7285 |
|
|
|
GE-E-807537;
GE-E-807540
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N595SW
(f/k/a/N769CA)
|
|
7292 |
|
|
|
GE-E-807554;
GE-E-807558
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N597SW
(f/k/aN776CA)
|
|
7293 |
|
|
|
GE-E-807559;
GE-E-807560
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N720SW
(f/k/a/N778CA)
|
|
7297 |
|
|
|
GE-E-807563;
GE-E-807568
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N779CA
|
|
7306 |
|
|
|
GE-E-807571;
GE-E-807572
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N781CA
|
|
7312 |
|
|
|
GE-E-807462;
GE-E-807552
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N783CA
|
|
7315 |
|
|
|
GE-E-807432;
GE-E-807429
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N784CA
|
|
7319 |
|
|
|
GE-E-807556;
GE-E-807557
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N785CA
|
|
7326 |
|
|
|
GE-E-807581;
GE-E-807582
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N786CA
|
|
7333 |
|
|
|
GE-E-807583;
GE-E-807584
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee/ |
|
|
|
|
|
|
|
|
|
|
|
|
Indenture |
Reg. # |
|
MS # |
|
Engines |
|
Transaction Type |
|
Owner/Lessor |
|
Trustee |
N796CA
|
|
7338 |
|
|
|
GE-E-807585;
GE-E-807586
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N797CA
|
|
7344 |
|
|
|
GE-E-807589;
GE-E-807588
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N798CA
|
|
7348 |
|
|
|
GE-E-807593;
GE-E-807592
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N804CA
|
|
7352 |
|
|
|
GE-E-807595;
GE-E-807596
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N805CA
|
|
7354 |
|
|
|
GE-E-807594;
GE-E-807599
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N806CA
|
|
7359 |
|
|
|
GE-E-807601;
GE-E-807602
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N807CA
|
|
7364 |
|
|
|
GE-E-807603;
GE-E-807604
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N809CA
|
|
7366 |
|
|
|
GE-E-807605;
GE-E-807606
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N810CA
|
|
7370 |
|
|
|
GE-E-807607;
GE-E-807608
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N811CA
|
|
7380 |
|
|
|
GE-E-807613;
GE-E-807614
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N812CA
|
|
7381 |
|
|
|
GE-E-807615;
GE-E-807616
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N814CA
|
|
7387 |
|
|
|
GE-E-807617;
GE-E-807618
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N815CA
|
|
7397 |
|
|
|
GE-E-807622;
GE-E-807625
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N816CA
|
|
7398 |
|
|
|
GE-E-807597;
GE-E-807624
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N818CA
|
|
7408 |
|
|
|
GE-E-807626;
GE-E-807627
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N819CA
|
|
7415 |
|
|
|
GE-E-807628;
GE-E-807629
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N821CA
|
|
7420 |
|
|
|
GE-E-807621;
GE-E-807632
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N912CA
|
|
7011 |
|
|
|
GE-E-807050;
GE-E-807061
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N914CA
|
|
7012 |
|
|
|
GE-E-807037;
GE-E-807038
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N915CA
|
|
7013 |
|
|
|
GE-E-807022;
GE-E-807023
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N916CA
|
|
7014 |
|
|
|
GE-E-807031;
GE-E-807032
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N917CA
|
|
7017 |
|
|
|
GE-E-807042;
GE-E-807043
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N918CA
|
|
7018 |
|
|
|
GE-E-807046;
GE-E-807047
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N920CA
|
|
7022 |
|
|
|
GE-E-807065;
GE-E-807084
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N924CA
|
|
7026 |
|
|
|
GE-E-807076;
GE-E-807077
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N926CA
|
|
7027 |
|
|
|
GE-E-807044;
GE-E-807062
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N927CA
|
|
7031 |
|
|
|
GE-E-807095;
GE-E-807096
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N929CA
|
|
7035 |
|
|
|
GE-E-807109;
GE-E-807111
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee/ |
|
|
|
|
|
|
|
|
|
|
|
|
Indenture |
Reg. # |
|
MS # |
|
Engines |
|
Transaction Type |
|
Owner/Lessor |
|
Trustee |
N931CA
|
|
7037 |
|
|
|
GE-E-807118;
GE-E-807123
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N932CA
|
|
7038 |
|
|
|
GE-E-807087;
GE-E-807088
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N933CA
|
|
7040 |
|
|
|
GE-E-807100;
GE-E-807162
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N934CA
|
|
7042 |
|
|
|
GE-E-807142;
GE-E-807143
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N587SW
(f/k/a/N943CA)
|
|
7062 |
|
|
|
GE-E-807227;
GE-E-807228
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N588SW
(f/k/a/N945CA)
|
|
7069 |
|
|
|
GE-E-807253;
GE-E-807254
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N589SW
(f/k/a/N946CA)
|
|
7072 |
|
|
|
GE-E-807260;
GE-E-807261
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N590SW
(f/k/a/N947CA)
|
|
7077 |
|
|
|
GE-E-807310;
GE-E-807311
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N591SW
(f/k/a/N948CA)
|
|
7079 |
|
|
|
GE-E-807285;
GE-E-807316
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N949CA
|
|
7080 |
|
|
|
GE-E-807283;
GE-E-807288
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N951CA
|
|
7091 |
|
|
|
GE-E-807324;
GE-E-807329
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N954CA
|
|
7100 |
|
|
|
GE-E-807319;
GE-E-807354
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N956CA
|
|
7105 |
|
|
|
GE-E-807360;
GE-E-807361
|
|
Leveraged Lease
|
|
Wells Fargo
|
|
State Street Bank
and Trust Company |
N957CA
|
|
7109 |
|
|
|
GE-E-807371;
GE-E-807372
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
N958CA
|
|
7111 |
|
|
|
GE-E-807377;
GE-E-807332
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
N959CA
|
|
7116 |
|
|
|
GE-E-807381;
GE-E-807384
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
N960CA
|
|
7117 |
|
|
|
GE-E-807383;
GE-E-807382
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
N962CA
|
|
7123 |
|
|
|
GE-E-807393;
GE-E-807394
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
N963CA
|
|
7127 |
|
|
|
GE-E-807402;
GE-E-807403
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
N964CA
|
|
7129 |
|
|
|
GE-E-807407;
GE-E-807408
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
N965CA
|
|
7131 |
|
|
|
GE-E-807414;
GE-E-807415
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
N966CA
|
|
7132 |
|
|
|
GE-E-807417;
GE-E-807248
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee/ |
|
|
|
|
|
|
|
|
|
|
|
|
Indenture |
Reg. # |
|
MS # |
|
Engines |
|
Transaction Type |
|
Owner/Lessor |
|
Trustee |
N967CA
|
|
7134 |
|
|
|
GE-E-807416;
GE-E-807419
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
State Street Bank
and Trust Company |
N969CA
|
|
7141 |
|
|
|
GE-E-807434;
GE-E-807435
|
|
Debt
|
|
Comair, Inc.
|
|
Commerzbank AG |
N971CA
|
|
7145 |
|
|
|
GE-E-807437;
GE-E-807448
|
|
Debt
|
|
Comair, Inc.
|
|
Commerzbank AG |
N973CA
|
|
7146 |
|
|
|
GE-E-807449;
GE-E-807450
|
|
Debt
|
|
Comair, Inc.
|
|
Commerzbank AG |
N983CA
|
|
7169 |
|
|
|
GE-E-807480;
GE-E-807481
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N984CA
|
|
7171 |
|
|
|
GE-E-807482;
GE-E-807497
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N987CA
|
|
7199 |
|
|
|
GE-E-807500;
GE-E-807502
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N988CA
|
|
7204 |
|
|
|
GE-E-807504;
GE-E-807505
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N989CA
|
|
7215 |
|
|
|
GE-E-807507;
GE-E-807524
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N991CA
|
|
7216 |
|
|
|
GE-E-807495;
GE-E-807496
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N995CA
|
|
7229 |
|
|
|
GE-E-807521;
GE-E-807522
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
N999CA
|
|
7230 |
|
|
|
GE-E-807523;
GE-E-807526
|
|
Leveraged Lease
|
|
Wachovia Bank
|
|
Wells Fargo Bank
Northwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bombardier CL-600-2B19; GE CF 34-3B1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N443CA
|
|
7539 |
|
|
|
GE-E-873077;
GE-E-873078
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N446CA
|
|
7546 |
|
|
|
GE-E-873024;
GE-E-873092
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N447CA
|
|
7552 |
|
|
|
GE-E-873109;
GE-E-887110
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N451CA
|
|
7562 |
|
|
|
GE-E-873135;
GE-E-873136
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N455CA
|
|
7592 |
|
|
|
GE-E-873299;
GE-E-873300
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N468CA
|
|
7649 |
|
|
|
GE-E-873395;
GE-E-873392
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N471CA
|
|
7655 |
|
|
|
GE-E-873415;
GE-E-873414
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N472CA
|
|
7667 |
|
|
|
GE-E-873443;
GE-E-873456
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N477CA
|
|
7670 |
|
|
|
GE-E-873459;
GE-E-873458
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N479CA
|
|
7675 |
|
|
|
GE-E-873470;
GE-E-873464
|
|
Debt
|
|
Comair, Inc.
|
|
Export Development
Canada |
N487CA
|
|
7729 |
|
|
|
GE-E-873611;
GE-E-873582
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N494CA
|
|
7765 |
|
|
|
GE-E-873681;
GE-E-873674
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N495CA
|
|
7774 |
|
|
|
GE-E-873701;
GE-E-873704
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N496CA
|
|
7791 |
|
|
|
GE-E-873743;
GE-E-873739
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N498CA
|
|
7792 |
|
|
|
GE-E-873745;
GE-E-873744
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee/ |
|
|
|
|
|
|
|
|
|
|
|
|
Indenture |
Reg. # |
|
MS # |
|
Engines |
|
Transaction Type |
|
Owner/Lessor |
|
Trustee |
N506CA
|
|
7793 |
|
|
|
GE-E-873747;
GE-E-873748
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N507CA
|
|
7796 |
|
|
|
GE-E-873755;
GE-E-873756
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N510CA
|
|
7802 |
|
|
|
GE-E-873769;
GE-E-873768
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N514CA
|
|
7809 |
|
|
|
GE-E-873785;
GE-E-873786
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N518CA
|
|
7816 |
|
|
|
GE-E-873801;
GE-E-873803
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N523CA
|
|
7821 |
|
|
|
GE-E-873815;
GE-E-873813
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N526CA
|
|
7824 |
|
|
|
GE-E-873814;
GE-E-873820
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
N528CA
|
|
7841 |
|
|
|
GE-E-873853;
GE-E-873860
|
|
Debt
|
|
Comair, Inc.
|
|
Wells Fargo Bank
Northwest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee/ |
|
|
|
|
|
|
|
|
|
|
|
|
Indenture |
Reg. # |
|
MS # |
|
Engines |
|
Transaction Type |
|
Owner/Lessor |
|
Trustee |
Bombardier CL-600-2B19; GE CF 34-3B1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N862AS
|
|
7476 |
|
|
|
GE-E-872911, GE-E-872993
|
|
Operating Lease
|
|
Atlantic Southeast
Airlines
|
|
Wilmington Trust
Company |
N869AS
|
|
7479 |
|
|
|
GE-E-873017, GE-E-872918
|
|
Operating Lease
|
|
Atlantic Southeast
Airlines
|
|
Wilmington Trust
Company |
N863AS
|
|
7487 |
|
|
|
GE-E-872935, GE-E-872940
|
|
Operating Lease
|
|
Atlantic Southeast
Airlines
|
|
Wilmington Trust
Company |
N866AS
|
|
7517 |
|
|
|
GE-E-872917, GE-E-872912
|
|
Operating Lease
|
|
Atlantic Southeast
Airlines
|
|
Wilmington Trust
Company |
N864AS
|
|
7502 |
|
|
|
GE-E-872978, GE-E-872979
|
|
Operating Lease
|
|
Atlantic Southeast
Airlines
|
|
Wilmington Trust
Company |
N865AS
|
|
7507 |
|
|
|
GE-E-872994, GE-E-873016
|
|
Operating Lease
|
|
Atlantic Southeast
Airlines
|
|
Wilmington Trust
Company |
N910EV
|
|
7727 |
|
|
|
GE-E-873599, GE-E-873602
|
|
Operating Lease
|
|
Atlantic Southeast
Airlines
|
|
Wilmington Trust
Company |
N912EV
|
|
7728 |
|
|
|
GE-E-873608, GE-E-873609
|
|
Operating Lease
|
|
Atlantic Southeast
Airlines
|
|
Wilmington Trust
Company |
N915EV
|
|
7754 |
|
|
|
GE-E-873656, GE-E-873659
|
|
Operating Lease
|
|
Atlantic Southeast
Airlines
|
|
Wilmington Trust
Company |
N913EV
|
|
7731 |
|
|
|
GE-E-873614, GE-E-873664
|
|
Operating Lease
|
|
Atlantic Southeast
Airlines
|
|
Wilmington Trust
Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
DIP Aircraft7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N868CA
|
|
7427 |
|
|
|
GE-E-807634; GE-E-807633
|
|
|
|
Comair, Inc. |
|
|
N986CA
|
|
7174 |
|
|
|
GE-E-807477; GE-E-807488
|
|
|
|
Comair, Inc. |
|
|
N936CA
|
|
7043 |
|
|
|
GE-E-807149; GE-E-807146
|
|
|
|
Comair, Inc. |
|
|
N937CA
|
|
7044 |
|
|
|
GE-E-807147; GE-E-807151
|
|
|
|
Comair, Inc. |
|
|
N938CA
|
|
7046 |
|
|
|
GE-E-807161; GE-E-807654
|
|
|
|
Comair, Inc. |
|
|
N940CA
|
|
7048 |
|
|
|
GE-E-807169; GE-E-807170
|
|
|
|
Comair, Inc. |
|
|
N941CA
|
|
7050 |
|
|
|
GE-E-807177; GE-E-807178
|
|
|
|
Comair, Inc. |
|
|
|
|
|
7 |
|
To be removed substantially contemporaneously with closing. |
III. Delta AirElite Business Jets, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aircraft |
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Type |
|
MS## |
|
Reg.# |
|
Engines |
|
Transaction Type |
|
Owner / Lessor |
|
Trustee |
Learjet Inc. Model
60
|
|
079 |
|
|
|
N95AG
|
|
PCE-305279,
PCE-305280
|
|
Operating Lease
|
|
Delta AerElite
Business Jets, Inc.
|
|
N/A |
Lear 35A
|
|
405 |
|
|
|
N135DA
|
|
P89131, P74987
|
|
Operating Lease
|
|
Delta AerElite
Business Jets, Inc.
|
|
N/A |
Lear 60
|
|
028 |
|
|
|
N206HY
|
|
305173, 305175
|
|
Operating Lease
|
|
Merrill Lynch Capital
|
|
N/A |
Challenger CL604
|
|
5398 |
|
|
|
N477DM
|
|
872443, 872444
|
|
Operating Lease
|
|
Delta AerElite
Business Jets, Inc.
|
|
N/A |
Challenger CL604
|
|
5359 |
|
|
|
N497DM
|
|
872257, 872256
|
|
Operating Lease
|
|
Delta AerElite
Business Jets, Inc.
|
|
N/A |
Lear 31A
|
|
163 |
|
|
|
N431DA
|
|
P99448, P99451
|
|
Operating Lease
|
|
Delta AerElite
Business Jets, Inc.
|
|
N/A |
IV. Delta Connection Academy, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Reg # |
|
MS # |
|
Engines |
|
Propeller |
|
Owner / Lessor |
|
Trustee (“IT”) |
PA-28 Arrow |
|
|
|
|
|
|
|
|
|
|
N2927Q
|
|
28R-7737043 |
|
|
L-18366-51A
|
|
778843 |
|
|
|
First America
Corporation
|
|
N/A |
N38294
|
|
28R-7737087 |
|
|
L-19511-51A
|
|
780172 |
|
|
|
First America
Corporation
|
|
N/A |
N378RS
|
|
28R-7837239 |
|
|
L-18975-51A
|
|
781931 |
|
|
|
First America
Corporation
|
|
N/A |
N78WA
|
|
28R-7837077 |
|
|
L-12490-51A
|
|
773480 |
|
|
|
First America
Corporation
|
|
N/A |
N6347C
|
|
28R-7837160 |
|
|
L-16638-51A
|
|
DY4571B
|
|
First America
Corporation
|
|
N/A |
N186CF
|
|
2844038 |
|
|
|
L-27244-51A
|
|
023106 |
|
|
|
Turk Aviation, LLC
|
|
N/A |
N47839
|
|
28R-7837006 |
|
|
L-27100-51A
|
|
023110 |
|
|
|
BG Chipmunks, Inc.
|
|
N/A |
N809MS
|
|
2837018 |
|
|
|
L-1922-51A
|
|
202897 |
|
|
|
VMC Aircraft, Inc.
|
|
N/A |
N811MS
|
|
2837042 |
|
|
|
L-19287-51A
|
|
022434 |
|
|
|
D&J Smith Enterprises
|
|
N/A |
Cessna 152/172 |
|
|
|
|
|
|
|
|
|
|
N46555
|
|
|
|
|
|
|
|
|
|
|
|
Tom Larrivee d/b/a
T. and D. Ventures |
|
|
N4924B
|
|
|
|
|
|
|
|
|
|
|
|
Tom Larrivee d/b/a
T. and D. Ventures |
|
|
N6106Q
|
|
|
|
|
|
|
|
|
|
|
|
Tom Larrivee d/b/a
T. and D. Ventures |
|
|
N53655
|
|
|
|
|
|
|
|
|
|
|
|
Tom Larrivee d/b/a
T. and D. Ventures |
|
|
N54164
|
|
|
|
|
|
|
|
|
|
|
|
Tom Larrivee d/b/a
T. and D. Ventures |
|
|
N49005
|
|
15281095 |
|
|
|
L-19485-15
|
|
QL004
|
|
BG Chipmunks, Inc.
|
|
N/A |
N212JA
|
|
15283945 |
|
|
|
L-13254-15
|
|
R773351 |
|
|
Tom Larrivee d/b/a
T. and D. Ventures
|
|
N/A |
N24941
|
|
15280461 |
|
|
|
l-20265-15
|
|
R777365 |
|
|
Tom Larrivee d/b/a
T. and D. Ventures
|
|
N/A |
N25846
|
|
15280815 |
|
|
|
RL-12837-15
|
|
K6432 |
|
|
Tom Larrivee d/b/a
T. and D. Ventures
|
|
N/A |
N5368L
|
|
15284303 |
|
|
|
L-15646-15
|
|
WF43010
|
|
Tom Larrivee d/b/a
T. and D. Ventures
|
|
N/A |
N541G
|
|
12584193 |
|
|
|
L-21951-15
|
|
ROC016
|
|
Tom Larrivee d/b/a
T. and D. Ventures
|
|
N/A |
N67852
|
|
15285312 |
|
|
|
L-24097-15
|
|
RBC012
|
|
Tom Larrivee d/b/a
T. and D. Ventures
|
|
N/A |
N93483
|
|
15285499 |
|
|
|
L-17949-15
|
|
K7002 |
|
|
Tom Larrivee d/b/a
T. and D. Ventures
|
|
N/A |
N52365
|
|
17274504 |
|
|
|
L-10513-39A
|
|
83074 |
|
|
|
Tom Larrivee d/b/a
T. and D. Ventures
|
|
N/A |
N52841
|
|
17274618 |
|
|
|
RL-18833-39A
|
|
XG44018
|
|
ASI Productions, Inc.
|
|
N/A |
N53588
|
|
17274782 |
|
|
|
L-9869-39A
|
|
723523 |
|
|
|
Oxford Aviation Corp.
|
|
N/A |
N62046
|
|
17275202 |
|
|
|
RL-18311-39A
|
|
83567 |
|
|
|
Tom Larrivee d/b/a
T. and D. Ventures
|
|
N/A |
N66090
|
|
17275963 |
|
|
|
L-14457-39A
|
|
XJ44051
|
|
VMC Aircraft, Inc.
|
|
N/A |
N89594
|
|
17276009 |
|
|
|
L-10847-39A
|
|
|
|
|
|
Tom Larrivee d/b/a
T. and D. Ventures
|
|
N/A |
N96172
|
|
17276031 |
|
|
|
L-13138-39A
|
|
XG44042
|
|
Tom Larrivee d/b/a
T. and D. Ventures
|
|
N/A |
N25379
|
|
15280626 |
|
|
|
L-14005-15
|
|
R11032 |
|
|
T. and D. Ventures
|
|
N/A |
N48251
|
|
15283311 |
|
|
|
L-14689-15
|
|
K6126 |
|
|
T. and D. Ventures
|
|
N/A |
N80427
|
|
15285361 |
|
|
|
L-16152-15
|
|
KC111
|
|
T. and D. Ventures
|
|
N/A |
N93772
|
|
15285549 |
|
|
|
L-19546-15
|
|
VA43030
|
|
T. and D. Ventures
|
|
N/A |
N52191
|
|
17274431 |
|
|
|
L-14790-39A
|
|
83090 |
|
|
|
Brian W. Reid
|
|
N/A |
N52295
|
|
17274486 |
|
|
|
RL-18638-36A
|
|
83074 |
|
|
|
T. and D. Ventures
|
|
N/A |
N52841
|
|
17274618 |
|
|
|
RL-18833-39A
|
|
XG44018
|
|
D & J Enterprises
|
|
N/A |
N62038
|
|
17275201 |
|
|
|
L-11675-39A
|
|
UNK
|
|
T. and D. Ventures
|
|
N/A |
N65517
|
|
17275770 |
|
|
|
L-12040-39A
|
|
BE001
|
|
T. and D. Ventures
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Reg # |
|
MS # |
|
Engines |
|
Propeller |
|
Owner / Lessor |
|
Trustee (“IT”) |
C-90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9426
|
|
|
|
|
|
|
|
|
|
|
|
Central Virginia
Aviation |
|
|
761K
|
|
|
|
|
|
|
|
|
|
|
|
Central Virginia
Aviation |
|
|
The aircraft listed below are owned by Delta Connection Academy, Inc. (the “Academy”) and may be
subject to liens and encumbrances securing indebtedness and obligations of the Academy and its
Affiliates.
|
|
|
|
|
|
|
|
|
|
|
Reg.# |
|
MS# |
|
Engine |
|
Propeller |
Cessna 152 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N4789B
|
|
15283636 |
|
|
|
L-20261-15
|
|
WA43013
|
N49007
|
|
15283401 |
|
|
|
L-22092-15
|
|
OB017
|
N5350P
|
|
15284924 |
|
|
|
RL-12915-15
|
|
UG43036
|
N5394M
|
|
15284578 |
|
|
|
L-12431-15
|
|
RDG030
|
N6224Q
|
|
15285202 |
|
|
|
RL-23987-15
|
|
R775906 |
|
N46862
|
|
15283124 |
|
|
|
RL-6254-15
|
|
UG43029
|
N46946
|
|
15283147 |
|
|
|
RL-23333-15
|
|
WA43019
|
N6286H
|
|
15284149 |
|
|
|
RL-24492-15
|
|
R774488 |
|
N6606L
|
|
15284460 |
|
|
|
L-22947.15
|
|
TK016
|
N67913
|
|
15282095 |
|
|
|
RL-17905-15
|
|
SA031
|
N89034
|
|
15282604 |
|
|
|
L-14828-15
|
|
R11029 |
|
N93136
|
|
15285412 |
|
|
|
RL-19261-15
|
|
R776697 |
|
N6285M
|
|
15284653 |
|
|
|
RL-18403-15
|
|
UL43009
|
N65613
|
|
15281652 |
|
|
|
RL-18179-15
|
|
WF43023
|
N82FP
|
|
15282449 |
|
|
|
L-17203-15
|
|
UL43014
|
N68919
|
|
15282402 |
|
|
|
L-23256-15
|
|
WF43015
|
N7339W
|
|
15285060 |
|
|
|
RL-23761-15
|
|
K8433 |
|
|
|
|
|
|
|
|
|
|
|
|
Cessna 172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N51748
|
|
17274342 |
|
|
|
L-7317-39A
|
|
YD44008
|
N52276
|
|
17274476 |
|
|
|
L-19307-39A
|
|
GK006
|
N52747
|
|
17274598 |
|
|
|
RL-19419-39A
|
|
728288 |
|
|
N5299K
|
|
17274052 |
|
|
|
L-15287-39A
|
|
83012 |
|
|
N5302K
|
|
17274054 |
|
|
|
L-16036-39A
|
|
724230 |
|
|
N53479
|
|
17274054 |
|
|
|
RL-18414-39A
|
|
YG44044
|
N54180
|
|
17274908 |
|
|
|
L-14293-39A
|
|
WA44012
|
N54291
|
|
17274949 |
|
|
|
L-7192-39A
|
|
83240 |
|
|
N62283
|
|
17275244 |
|
|
|
L-7514-39A
|
|
81968 |
|
|
N62354
|
|
17275256 |
|
|
|
L-221-39A
|
|
XG44017
|
N62405
|
|
17275263 |
|
|
|
L-5433-39A
|
|
XJ44029
|
N63715
|
|
17275473 |
|
|
|
L-9679-39A
|
|
FJ042
|
N63959
|
|
17275502 |
|
|
|
L-17281-39A
|
|
XG44042
|
N64791
|
|
17275624 |
|
|
|
L-14865-39A
|
|
VJ44032
|
N89989
|
|
17276019 |
|
|
|
RL-18551-39A
|
|
GK006
|
N51250
|
|
17274289 |
|
|
|
RL-14567-39A
|
|
XD44023
|
N52806
|
|
17274610 |
|
|
|
RL-10524-39A
|
|
WA44029
|
N54116
|
|
17274880 |
|
|
|
L-15914-39A
|
|
731176 |
|
|
N65704
|
|
17275824 |
|
|
|
L-13510-39A
|
|
732028.0 |
|
|
N51654
|
|
17274334 |
|
|
|
L-7301-39A
|
|
83088 |
|
|
N51996
|
|
17274392 |
|
|
|
L-11733-39A
|
|
83117.0 |
|
|
N54120
|
|
17274884 |
|
|
|
RL-18958-39A
|
|
X144011 |
|
N54203
|
|
17274915 |
|
|
|
L-17017-39A
|
|
733318 |
|
|
N54228
|
|
17274927 |
|
|
|
L-11419-39A
|
|
81039.0 |
|
|
N5451K
|
|
17274117 |
|
|
|
L-18236-39A
|
|
731177 |
|
|
N99347
|
|
17276436 |
|
|
|
RL-19117-39A
|
|
XJ44047
|
N4NP
|
|
17274731 |
|
|
|
RL-10622-39A
|
|
WC44012
|
N62166
|
|
17275224 |
|
|
|
L-13460-39A
|
|
WA44050
|
N65866
|
|
17275908 |
|
|
|
L-15958-39A
|
|
WA44006
|
N54094
|
|
17274874 |
|
|
|
L-18189-39A
|
|
XG44021
|
N9536B
|
|
172RG0862
|
|
L-18465-36A
|
|
020414 |
|
|
N40960
|
|
172RG0540
|
|
L-6306-36A
|
|
811963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reg.# |
|
MS# |
|
Engine |
|
Propeller |
N5267U
|
|
172RG0313
|
|
L-8289-36A
|
|
803365 |
|
|
N6255V
|
|
172RG0598
|
|
L-27422-36A
|
|
804354.0 |
|
|
N5311R
|
|
172RG0052
|
|
L-6992-39A
|
|
020410 |
|
|
N6344V
|
|
172RG0635
|
|
L-30885-36A
|
|
821175 |
|
|
N6383V
|
|
172RG0646
|
|
L-31539-36A
|
|
022215 |
|
|
N4634V
|
|
172RG0344
|
|
L-34536-36A
|
|
813873 |
|
|
N5177R
|
|
172RG0045
|
|
L-21948-36A
|
|
798091 |
|
|
N154SL
|
|
28R-7737154 |
|
|
L-5256-51A
|
|
030384 |
|
|
N2779Q
|
|
28R-7737042 |
|
|
L-22274-51A
|
|
733656 |
|
|
N378RS
|
|
28R-7837239 |
|
|
L-18975-51A
|
|
781931 |
|
|
N3986M
|
|
28R-7837105 |
|
|
L-2779-51A
|
|
040559 |
|
|
N6347C
|
|
28R-7837160 |
|
|
L-16638-51A
|
|
781931 |
|
|
N62FC
|
|
28R-7737039 |
|
|
L-13862-51A
|
|
792532 |
|
|
N163CA
|
|
44-96117
GPS-OCT-28
|
|
L-14717-36A
L-213-71A
|
|
AU10600B
AU8050
|
N164CA
|
|
44-96118
GPS-OCT-28
|
|
L-31664-36A
L-621-71A
|
|
AU9787B
AU9788B
|
N166CA
|
|
44-96124
GPS-OCT-28
|
|
L-23063-36A
L-282-71A
|
|
AU8408A
AU10679B
|
N167CA
|
|
44-96129
GPS-OCT-28
|
|
L-38605-36A
L-720-71A
|
|
DN2610
DN3777
|
N171CA
|
|
44-96131
GPS-OCT-28
|
|
L-38617-36A
L-725-71A
|
|
AU10703B
AU10520B
|
N177CA
|
|
44-96112
GPS-OCT-28
|
|
L-38444-36A
L-703-71A
|
|
AU9675B
AU10710B
|
N178CA
|
|
44-96111
GPS-OCT-28
|
|
L-38440-36A
L-701-71A
|
|
AU10645B
AU10598B
|
N2105P
|
|
44-7995231 |
|
|
|
RL-265-77T
L-346-72T
|
|
AU5669
AU10572B
|
N2110F
|
|
44-7995152 |
|
|
|
RL-351-77T
RL-561-72T
RL-472-72T
|
|
AU9552B
AU9378B
AU11445B
|
N25PE
|
|
44-7995184 |
|
|
|
L-193-77T
L-363-72T
|
|
AU11338B
AU9250B
|
N39670
|
|
44-7995022 |
|
|
|
RL-576-77T
L-128-72T
|
|
AU10595B
AU9679B
|
N445BA
|
|
44-7995263 |
|
|
|
RL-157-77T
RL-399-72T
|
|
AU8079
AU8386A
|
N2180B
|
|
44-7995101 |
|
|
|
RL-294-77T
L-375-72T
|
|
AU9399B
AU5651
|
N2219F
|
|
44-7995159 |
|
|
|
RL-354-77T
L-240-72T
|
|
AU9787B
AU10413B
|
N22390
|
|
44-7995066 |
|
|
|
L-226-77T
RL-359-72T
|
|
AU9315B
AU9602B
|
N81EF
|
|
44-7995127 |
|
|
|
L-445-72T
L-413-77T
|
|
AU10508B
AU5658
|
N2130V
|
|
44-7995265 |
|
|
|
RL-344-77T
|
|
AU10702B
|
N55258
|
|
34-7350192
GPS-12-25-03
|
|
L-8579-51A
RL-801-67A
|
|
AU6627
AU9346B
|
|
|
|
|
|
|
|
|
|
|
|
O-360-C1C6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
N2927Q
|
|
8R-7737043 |
|
|
L-7637-51A
|
|
041445 |
|
|
N38294
|
|
8R-7737087 |
|
|
L-27244-51A
|
|
060069 |
|
|
N78WA
|
|
8R-7837077 |
|
|
RL-14488-51A
|
|
773480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Jet Simulator |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6244-001 |
|
|
|
|
|
|
|
|
Delta Connection Academy, Inc. Encumbered Spare Engines
Engines
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Part Number |
|
Serial Number |
|
Owner / Lessor |
|
Trustee (“IT”) |
O-360-F1A6
|
|
L-21156-36A
|
|
|
|
|
O-320-D2J
|
|
L-17146-39A |
|
|
|
|
O-320-D2J
|
|
RL-10622-39A |
|
|
|
|
O-360-E1A6D
|
|
L-193-77T |
|
|
|
|
O-360-E1A6D
|
|
RL-344-77T |
|
|
|
|
O-320-D2J
|
|
RL-10524-39A |
|
|
|
|
LO-360-E1A6D
|
|
RL-399-72T |
|
|
|
|
LO-360-E1A6D
|
|
L-445-72T |
|
|
|
|
O-320-D2J
|
|
L-14567-39A |
|
|
|
|
IO-360-C1C6
|
|
L-18366-51A |
|
|
|
|
LO-360-E1A6D
|
|
RL-561-72T |
|
|
|
|
O-360-F1A6
|
|
L-23321-36A |
|
|
|
|
IO-360-C1C6
|
|
L-27100-51A |
|
|
|
|
O-320-D2J
|
|
L-14457-39A |
|
|
|
|
O-360-E1A6D
|
|
RL-359-72T |
|
|
|
|
LO-360-E1A6D
|
|
RL-359-72T |
|
|
|
|
O-235-L2C
|
|
RL-18179-15 |
|
|
|
|
O-235-L2C
|
|
RL-23987-15 |
|
|
|
|
O-360-F1A6
|
|
L-18465-36A |
|
|
|
|
IO-360-C1C6
|
|
L-199511-51A |
|
|
|
|
O-235-L2C
|
|
L-23256-15 |
|
|
|
|
O-320-D2J
|
|
L-18189-39A |
|
|
|
|
O-360-E1A6D
|
|
RL-576-77T |
|
|
|
|
LO-360-E1A6D
|
|
L-445-72T |
|
|
|
|
O-320-D2J
|
|
L-13460-39A |
|
|
|
|
O-235-L2C
|
|
L-25128-15 |
|
|
|
|
O-235-L2C
|
|
RL-18403-15 |
|
|
|
|
Delta Connection Academy, Inc. Encumbered Spare Propellers
Propellers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgagee / Indenture |
Part Number |
|
Serial Number |
|
Owner / Lessor |
|
Trustee (“IT”) |
1C160/DTM7557M1
|
|
AAE44017
|
|
|
|
|
1C160/DTM7557M1
|
|
BE011
|
|
|
|
|
HC-C2YR-2CEFU
|
|
AU9315B
|
|
|
|
|
B2D34C213
|
|
773480 |
|
|
|
|
|
|
HC-C2YR-2CLEUF
|
|
AU9628B
|
|
|
|
|
HC-C2YR-2CEUF
|
|
AU8049
|
|
|
|
|
HC-C2YR-2CLEUF
|
|
AU9250B
|
|
|
|
|
1C160/DTM7557M1
|
|
XJ44029
|
|
|
|
|
1C160/DTM7557M1
|
|
82424 |
|
|
|
|
|
|
1C160/DTM7557M1
|
|
83567 |
|
|
|
|
|
|
P2134392-41
|
|
41445 |
|
|
|
|
|
|
HC-C2YR-2CEFU
|
|
AU9787B
|
|
|
|
|
HC-C2YR-2CEFU
|
|
AU10600B
|
|
|
|
|
1C160/DTM7557M1
|
|
ZD44046
|
|
|
|
|
1A103TCM6958M1
|
|
UL43014
|
|
|
|
|
1A103TCM6958M1
|
|
WF43023
|
|
|
|
|
1C160/DTM7557M1
|
|
732028 |
|
|
|
|
|
|
1A103TCM6958M1
|
|
UG43029
|
|
|
|
|
HC-C2YR-2CEFU
|
|
AU9774B
|
|
|
|
|
1C160/DTM7557M1
|
|
81968 |
|
|
|
|
|
|
2. Encumbered Spare Engines
Delta Air Lines, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction |
|
|
|
Mortgagee / Indenture |
Manufacturer |
|
Model |
|
MS # |
|
Type |
|
Owner / Lessor |
|
Trustee |
CFMI
|
|
CFM56-3B1
|
|
858965 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
CFMI
|
|
CFM56-3B1
|
|
860155 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
CFMI
|
|
CFM56-3C1
|
|
860225 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
CFMI
|
|
CFM56-7B26
|
|
874385 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
CFMI
|
|
CFM56-7B26
|
|
875255 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
CFMI
|
|
CFM56-7B26
|
|
876281 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
CFMI
|
|
CFM56-7B26
|
|
888194 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
CFMI
|
|
CFM56-7B26
|
|
888533 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
CFMI
|
|
CFM56-7B26
|
|
890155 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580104 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580106 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580112 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580113 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580161 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580209 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580348 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580380 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580384 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580385 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580389 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80A
|
|
580404 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80C2B4
|
|
695689 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80C2B4
|
|
695690 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80C2B6
|
|
690372 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80C2B6F
|
|
704696 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80C2B6F
|
|
704889 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80C2B6F
|
|
706187 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80C2B8F
|
|
704857 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80C2B8F
|
|
706145 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
GE
|
|
CF6-80C2B8F
|
|
706261 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
IAE
|
|
V2528-D5
|
|
V20011 |
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
IAE
|
|
V2528-D5
|
|
V20022 |
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
IAE
|
|
V2528-D5
|
|
V20042 |
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
IAE
|
|
V2528-D5
|
|
V20101 |
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
IAE
|
|
V2528-D5
|
|
V20105 |
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
IAE
|
|
V2528-D5
|
|
V20205 |
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
718039 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
718044 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
718052 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
718057 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
718134 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
718168 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
718232 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
718233 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
725423 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
725436 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
725445 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction |
|
|
|
Mortgagee / Indenture |
Manufacturer |
|
Model |
|
MS # |
|
Type |
|
Owner / Lessor |
|
Trustee |
P&W
|
|
JT8D-219
|
|
725452 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
725480 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
725550 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
725661 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
725911 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
725935 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
726078 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
JT8D-219
|
|
726824 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716331 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716332 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716334 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716340 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716342 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716343 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716351 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716352 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716353 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716377 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716446 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716486 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716503 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716516 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716567 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716583 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716594 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
716597 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
726620 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
727053 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 2037
|
|
728705 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
724144 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
724142 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
724145 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
724148 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
724149 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
724158 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
724178 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
724372 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
723834 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
723843 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
723844 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
733727 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
733733 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
P&W
|
|
PW 4060
|
|
733746 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
RR
|
|
Trent 892
|
|
51156 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
RR
|
|
Trent 892
|
|
51228 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
RR
|
|
Trent 892
|
|
51399 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc.
|
|
U.S. Bank Trust |
CFMI
|
|
CFM56-3B1
|
|
860155 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc
|
|
U.S. Bank Trust |
CFMI
|
|
CFM56-7B26
|
|
889507 |
|
|
|
Sublease
|
|
Delta Air Lines, Inc
|
|
N/A |
CFMI
|
|
CFM56-7B26
|
|
888152 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc
|
|
U.S. Bank Trust |
CFMI
|
|
CFM56-7B26
|
|
876487 |
|
|
|
Operating Lease
|
|
American Airlines
|
|
N/A |
CFMI
|
|
CFM56-7B26
|
|
874600 |
|
|
|
Operating Lease
|
|
American Airlines
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction |
|
|
|
Mortgagee / Indenture |
Manufacturer |
|
Model |
|
MS # |
|
Type |
|
Owner / Lessor |
|
Trustee |
CFMI
|
|
CFM56-7B26
|
|
874701 |
|
|
|
Operating Lease
|
|
American Airlines
|
|
N/A |
CFMI
|
|
CFM56-7B26
|
|
888763 |
|
|
|
Operating Lease
|
|
Willis Lease Finance
Corp.
|
|
N/A |
CFMI
|
|
CFM56-7B26
|
|
889507 |
|
|
|
Operating Lease
|
|
Engine Lease Finance
|
|
N/A |
CFMI
|
|
CFM56-7B26
|
|
892706 |
|
|
|
Operating Lease
|
|
Willis Lease Finance
Corp.
|
|
N/A |
P&W
|
|
PW4460
|
|
733733 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc
|
|
U.S. Bank Trust |
P&W
|
|
PW4060
|
|
727654 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc
|
|
U.S. Bank Trust |
P&W
|
|
PW4060
|
|
724314 |
|
|
|
Operating Lease
|
|
Delta Air Lines, Inc
|
|
Wilmington Trust Company |
P&W
|
|
PW4460
|
|
733818 |
|
|
|
Operating Lease
|
|
Delta Air Lines, Inc
|
|
N/A |
P&W
|
|
PW4460
|
|
733727 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc
|
|
U.S. Bank Trust |
P&W
|
|
PW4060
|
|
724844 |
|
|
|
Operating Lease
|
|
Hartford Aviation
Group, Inc.
|
|
N/A |
P&W
|
|
PW2037
|
|
728784 |
|
|
|
Operating Lease
|
|
Pratt & Whitney -
2037
|
|
N/A |
P&W
|
|
PW2037
|
|
716430 |
|
|
|
Operating Lease
|
|
Willis Lease Finance
Corp.
|
|
N/A |
P&W
|
|
PW2037
|
|
726634 |
|
|
|
Operating Lease
|
|
Willis Lease Finance
Corp.
|
|
N/A |
GE
|
|
CF6-80A2
|
|
580156 |
|
|
|
Mortgage
|
|
Delta Air Lines, Inc
|
|
DIP |
GE
|
|
CF6-80A
|
|
580175 |
|
|
|
Operating Lease
|
|
ABX
|
|
N/A |
GE
|
|
CF6-80A
|
|
580117 |
|
|
|
Operating Lease
|
|
ABX
|
|
N/A |
GE
|
|
CF6-80C2(B8F)
|
|
704856 |
|
|
|
Operating Lease
|
|
GE Engine Services
|
|
N/A |
GE
|
|
CF6-80C2(B6F)
|
|
704199 |
|
|
|
Operating Lease
|
|
GE Engine Services
|
|
N/A |
IAE
|
|
V 2528-D5
|
|
V20126 |
|
|
Operating Lease
|
|
Chromalloy
|
|
N/A |
RR
|
|
RR Trent 890
|
|
51492 |
|
|
|
Operating Lease
|
|
Rolls Royce — Trent
892
|
|
N/A |
IAE
|
|
V 2528-D5
|
|
V20131 |
|
|
Storing
|
|
International Aero
Engines
|
|
N/A |
DIP Spare Engines8
|
|
|
|
|
Engine Model and Type |
|
Manufacturer’s Serial Number |
Pratt & Whitney JT8D-2199
|
|
726021 |
|
|
General Electric CF34-3A1
|
|
807070 |
|
|
General Electric CF34-3A1
|
|
807051 |
|
|
General Electric CF34-3A1
|
|
807305 |
|
|
General Electric CF34-3A1
|
|
807226 |
|
|
General Electric CF34-3A1
|
|
807318 |
|
|
General Electric CF34-3A1
|
|
807352 |
|
|
General Electric CF34-3A1
|
|
807255 |
|
|
General Electric CF34-3A1
|
|
807421 |
|
|
General Electric CF34-3A1
|
|
807465 |
|
|
General Electric CF34-3A1
|
|
807467 |
|
|
General Electric CF34-3A1
|
|
807468 |
|
|
General Electric CF34-3A1
|
|
807512 |
|
|
General Electric CF34-3A1
|
|
807444 |
|
|
General Electric CF34-3A1
|
|
807466 |
|
|
General Electric CF34-3A1
|
|
807587 |
|
|
General Electric CF34-3A1
|
|
807441 |
|
|
General Electric CF34-3A1
|
|
807590 |
|
|
General Electric CF34-3A1
|
|
807600 |
|
|
General Electric CF34-3A1
|
|
807630 |
|
|
General Electric CF34-3A1
|
|
807648 |
|
|
|
|
|
8 |
|
To be removed substantially contemporaneously with
closing. |
|
9 |
|
Shown as JT8D-217C on the FAA records. |
|
|
|
|
|
Engine Model and Type |
|
Manufacturer’s Serial Number |
General Electric CF34-3A1
|
|
807623 |
|
|
General Electric CF34-3A1
|
|
807591 |
|
|
General Electric CF34-3B1
|
|
873516 |
|
|
General Electric CF34-3B1
|
|
873173 |
|
|
General Electric CF34-3B1
|
|
873640 |
|
|
General Electric CF34-3B1
|
|
873174 |
|
|
General Electric CF34-3B1
|
|
873947 |
|
|
General Electric CF34-3B1
|
|
873763 |
|
|
General Electric CF34-3B1
|
|
873891 |
|
|
General Electric CF34-8C1
|
|
965337 |
|
|
General Electric CF34-8C1
|
|
965291 |
|
|
General Electric CF34-8C1
|
|
965443 |
|
|
General Electric CF6-80A
|
|
580172 |
|
|
3. Encumbered Spare Parts
The spare parts maintained by or on behalf of Delta Air Lines, Inc. at the locations listed
immediately below are subject to the liens and encumbrances of record created by (i) the Spare
Parts Security Agreement, dated as of April 15, 2003, between Delta Air Lines, Inc. and U.S. Bank
Trust National Association, as security trustee, as amended by Amendment No. 1 thereto, dated as of
July 7, 2004, Amendment No. 2, dated as of November 30, 2004, and Amendment No. 3, dated as of
March 31, 2006, and (ii) the Subordinated Spare Parts Security Agreement dated as of November 30,
2004, between Delta Air Lines, Inc. and U.S. Bank Trust National Association as security trustee.
|
|
|
|
|
|
|
Address |
|
|
Plant Code |
|
Location |
DELTA AIR LINES INC.
ABQ — ALBUQUERQUE, NM
2200 KIRTLAND DRIVE SUITE D
ALBUQUERQUE NM 87119
USA
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1050 |
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ABQ Albuquerque NM |
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ADW — Andrews AFB
DELTA AIR LINES C—405 Program
1752 Arnold Ave. Bldg. 1752
ANDREWS AIR FORCE BA MD 20782-1762
USA
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4110 |
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ADW Andrews AFB |
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DELTA AIR LINES INC.
AGS — AUGUSTA, GA
1518 AVIATION WAY
AUGUSTA GA 30905
USA
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1080 |
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Augusta GA |
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DELTA AIR LINES INC.
ALB — ALBANY, NY
ALBANY COUNTY AIRPORT
ALBANY NY 12211
USA
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1100 |
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ALB Albany NY |
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DELTA AIR LINES INC
ANC — ANCHORAGE, AK
3830 INTERNATIONAL AIRPORT RD
ANCHORAGE AK 99502
USA
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1150 |
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ANC Anchorage AK |
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DELTA AIR LINES INC
ATL — NORTH HANGAR
900 TOFFIE TERRACE
ATLANTA INTL AIRPORT GA 30320
USA
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1012 |
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ATL Delta North |
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ATL — ATLANTA, GA — Tech Ops Center
1775 AVIATION BLV
ATLANTA GA 30320
USA
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1010 |
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ATL Repair Shops @ TOC |
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ATL — ATLANTA, GA — Tech Ops Center
1775 AVIATION BLV
ATLANTA GA 30320
USA
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1014 |
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ATL Stores — Warehouse |
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DELTA AIR LINES INC
ATL — ATLANTA, GA — INTL LINE
HARTSFIELD ATLANTA INTL AIRPORT
ATLANTA INTL AIRPORT GA 30320
USA
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1015 |
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ATL Atlanta Line International |
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DELTA AIR LINES INC
ATL — ATLANTA, GA — LINE
HARTSFIELD ATLANTA INTL AIRPORT
ATLANTA INTL AIRPORT GA 30320
USA
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1005 |
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ATL Airport/CTO/Cargo |
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DELTA AIR LINES INC
AUS — AUSTIN, TX
4005 AIRPORT BLVD., SUITE 2-300
AUSTIN TX 78723
USA
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1270 |
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BDL Hartford |
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DELTA AIR LINES INC.
BDL — HARTFORD-BRADLEY, CT
BRADLEY INTL AIRPORT
WINDSOR LOCKS CT 05095
USA
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1270 |
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BDL Hartford |
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DELTA AIR LINES INC
BGR — BANGOR, ME
299 GODFREY BLVD., SUITE 15
BANGOR ME 04401-3022
USA
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1300 |
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Bangor ME |
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DELTA AIR LINES INC
BHM — BIRMINGHAM, AL
BOX 27
BIRMINGHAM AL 35212
USA
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1310 |
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BHM Birmingham AL |
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DELTA AIR LINES INC
BIL — BILLINGS, MT
LOGAN FIELD
BILLINGS MT 59105
USA
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1330 |
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BIL Billings MT |
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DELTA AIR LINES INC
BNA — NASHVILLE, TN
TERMINAL DRIVE, SUITE 318
NASHVILLE TN 37214
USA
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1370 |
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BNA Nashville TN |
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DELTA AIR LINES INC
BOI — BOISE, ID
2775 APOLLO
BOISE ID 83705
USA
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1390 |
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BOI Boise ID |
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DELTA AIR LINES INC
BOS — BOSTON, MA
300 TERMINAL C
EAST BOSTON MA 02128
USA
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1415 |
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BOS Boston MA |
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DELTA AIR LINES INC
BOS — GSE BOSTON, MA
239 PRESCOTT STREET EAST
BOSTON MA 02128
USA
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1410 |
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BOS Boston MA |
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DELTA AIR LINES INC
BTR — BATON ROUGE, LA
METROPOLITAN AIRPORT
BATON ROUGE LA 70507
USA
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1440 |
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BTR Baton Rouge LA |
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DELTA AIR LINES INC
BUF — BUFFALO, NY
279 CAYUGA ROAD
BUFFALO NY 14225
USA
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1480 |
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BUF Buffalo NY |
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DELTA AIR LINES INC
DWI — BALTIMORE, MD
BLDG B-28
BALTIMORE MD 21240
USA
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1510 |
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BWI Baltimore MD |
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DELTA AIR LINES INC
BZN — BOZEMAN, MT
BOX 4 — GALLATIN FIELD
BELGRADE MT 59714
USA
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1520 |
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BZN Bozeman MT |
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DELTA AIR LINES INC
CAE — COLUMBIA, SC
3523 AIR COMMERCE DRIVE
WEST COLUMBIA SC 29169
USA
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1530 |
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CAE Columbia SC |
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AIRPORT SERVICES
CAK — CANTON, OH
5400 LAUBY ROAD
NORTH CANTON OH 44720
USA
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1550 |
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CAK Canton OH |
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DELTA AIR LINES INC
CHS — CHARLESTON, SC
5500 INTERNATIONAL BLVD #107
CHARLESTON SC 29418-5911
USA
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1580 |
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CHS Charleston SC |
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DELTA AIR LINES INC
CLE — CLEVELAND-HOPKINS, OH
5300 RIVERSIDE DR
CLEVELAND OH 44135
USA
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1600 |
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CLE Cleveland |
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DELTA AIR LINES INC
CLT — CHARLOTTE, NC
4818A EXPRESS DR
CHARLOTTE NC 25219
USA
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1610 |
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CLT Charlotte NC |
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DELTA AIR LINES INC
CMH — COLUMBUS, OH
4609 INTERNATIONAL GATEWAY BLVD
COLUMBUS OH 43219
USA
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1630 |
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CMH Columbus OH |
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DELTA AIR LINES INC
COS — COLORADO SPRINGS, CO
7564 DRENNAN RD
COLORADO SPRINGS CO 80916
USA
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1650 |
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COS Colorado Springs CO |
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DELTA AIR LINES INC
CVG — CINCINNATI, OH
3318 LINCOLN DRIVE
HEBRON KY 41048
USA
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1706 |
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CVG Cincinnati OH |
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DELTA AIR LINES INC
DAB — DAYTONA BEACH, FL
401 CORAL SEA DR
DAYTONA BEACH FL 32114
USA
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1710 |
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DAB Daytona Beach FL |
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DELTA AIR LINES INC
DAY — DAYTON, OH
3532 CARGO RD
VANDALIA OH 45377
USA
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1720 |
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DAY Dayton OH |
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DELTA AIR LINES INC
DCA — WASHINGTON, D.C. —
NAT’L AIRPORT
WASHINGTON DC 20001
USA
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1730 |
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DCA Washington D.C. |
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DELTA AIR LINES INC
DEN — DENVER, CO
7644 UNDERGROVE CR
DENVER C0 80249
USA
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1750 |
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DEN Denver, CO |
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DFW Base Stores
DALLAS FT WORTH AIRP TX
USA
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1030 |
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Dallas Base Stores |
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DFW — LINE STORES
DALLAS FT WORTH AIRP TX
USA
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1035 |
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DFW Dallas |
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DELTA AIR LINES INC
DFW — GSE DALLAS
2413 SE N. Support Rd DFW Airport
DALLAS FORT WORTH AI TX 75261
USA
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1031 |
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DFW GSE |
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DELTA AIR LINES INC
DTW — DETROIT-WAYNE, MI
AIR CARGO BLDG
DETROIT MI 48242
USA
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1800 |
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DTW Detroit |
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DELTA AIR LINES INC
EGE — VAIL, CO
871 COOLEY MESA RD
GYPSUM CO 81637
USA
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3790 |
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EGE Vail CO |
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DELTA AIR LINES INC
ELP — EL PASO TX
6501 CONVAIR DR
EL PASO TX 79925
USA
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1840 |
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ELP El Paso TX |
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DELTA AIR LINES INC
EWR — NEWARK, NJ
BLDG 339
NEWARK NJ 07114
USA
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1856 |
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EWR Newark NJ |
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DELTA AIR LINES INC
EWR — NEWARK, NJ
DPT 587 E NEWARK INTL AIRPORT
NEWARK NJ 07114
USA
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1850 |
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EWR Newark NJ GSE |
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DELTA AIR LINES INC
FAI — AIRBANKS, AK
6302 OLD AIRPORT RD
FAIRBANKS AK 99706
USA
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1860 |
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Fairbanks AK |
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DELTA AIR LINES INC
FAT — FRESNO, CA
2444 N ASHELY — SUITE 104
RAYMOND CA 93653
USA
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1870 |
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Fresno Ca |
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DELTA AIR LINES INC
FCA — KALISPELL, MT
GLACIER PARK INTL AIRPORT
KALISPELL MT 59901
USA
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1890 |
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FCA Kalispell MT |
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DELTA AIR LINES INC
FLL — FORT LAUDERDALE, FL
100 TERMINAL DR
FORT LAUDERDALE FL 33315
USA
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1916 |
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FLL Fort Lauderdale FL |
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FWH — NAS JRB Carswell
DELTA AIR LINES INC c/o BAC Ops
1050 Boyington Drive
FORT WORTH TX 76127-1050
USA
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4100 |
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FWH Fort Worth |
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DELTA AIR LINES INC
GEG — SPOKANE, WA
POST OFFICE RD
SPOKANE WA 99219
USA
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1980 |
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GEG Spokane WA |
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DELTA AIR LINES INC
GRR — GRAND RAPIDS, MI
5500 44TH ST
GRAND RAPIDS MI 49508
USA
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2020 |
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GRR Grand Rapids MI |
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DELTA AIR LINES INC
GSO — GREENSBORO, NC
6415 AIRPORT PKWY
GREENSBORO NC 27409
USA
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2040 |
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GSO Greensboro NC |
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DELTA AIR LINES INC
GSP — GREENVILLE, SC
1900 GSP DR — SUITE 20
GREER SC 29651
USA
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2050 |
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GSP Greenville SC |
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DELTA AIR LINES INC
GTF — GREAT FALLS, MT
2800 TERMINAL DR
GREAT FALLS MT 59401
USA
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2060 |
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GTF Great Falls MT |
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HIK — Hickam AFB
DELTA AIR LINES C-40B Program
290 Vickers Ave.
HICKAM AFB HI 96853
USA
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4120 |
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HIK Hickam AFB |
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DELTA AIR LINES INC
HLN — HELENA, MT
2850 SKYWAY DR
HELENA MT 59601
USA
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2140 |
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HLN Helena MT |
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DELTA AIR LINES INC
HNL — HONOLULU, HI
3121 AOLELE ST
HONOLULU HI 96819
USA
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2150 |
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HNL Honolulu HI |
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DELTA AIR LINES INC
HOU — HOUSTON-HOBBY, TX
7800 AIRPORT BLVD
HOUSTON TX 77061
USA
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2180 |
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HOU Houston |
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DELTA AIR LINES INC
HSV — HUNTSVILLE, AL
1000 GLEN HEARN BLVD
HUNTSVILLE AL 35824
USA
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2170 |
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HSV Huntsville AL |
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DELTA AIR LINES INC
IAD — WASHINGTON, D.C. —
DULLES AIRPORT
CARGO BLDG 2 DOOR
60 WEST SERVICE RD
DULLES INTERNATIONAL VA 20168
USA
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2180 |
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IAD Dulles |
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DELTA AIR LINES INC
IAH — HOUSTON-INTERCONTINENTAL, TX
3150 IGLOO RD
HOUSTON TX 77205
USA
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2190 |
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IAH Houston |
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DELTA AIR LINES INC
IND- INDIANAPOLIS, IN
2500 S HIGH SCHOOL RD
INDIANAPOLIS IN 46251
USA
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2230 |
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IND Indianapolis IN |
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DELTA AIR LINES INC
ISP — ISLIP, NY
100 ARRIVAL AVE
RONKONKOMA NY 11779
USA
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2240 |
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ISP Islip NY |
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DELTA AIR LINES INC
JAC — JACKSON, WY
JACKSON HOLE AIRPORT
JACKSON WY 83001
USA
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2270 |
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JAC Jackson WY |
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DELTA AIR LINES INC
JAN — JACKSON, MS
FREIGHTWAY DRIVE, CARGO BAY 2
PEARL MS 39208
USA
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2290 |
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JAN Jackson MS |
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DELTA AIR LINES INC
JAX — JACKSONVILLE, FL
13905 THOMAS IMERSON AVE
JACKSONVILLE FL 32218
USA
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2300 |
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JAX Jacksonville FL |
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DELTA AIR LINES INC
JFK — KENNEDY-NEW YORK, NY
BLDG 67
JAMAICA NY 11430
USA
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2320 |
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JFK Kennedy GSE |
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DELTA AIR LINES INC
JFK — KENNEDY-NEW YORK, NY
BLDG 67 JFK INT’L AIRPORT
JAMAICA NY 11430
USA
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2325 |
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JFK Kennedy |
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DELTA AIR LINES INC
JNU — JUNEAU, AK
1873 SHELL SIMMONS
SITKA AK 99635
USA
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2350 |
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Juneau AK |
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DELTA AIR LINES INC
LAS — LAS VEGAS, NV
5875 S SPENCER, UNIT 101
LAS VEGAS NV 89111
USA
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2420 |
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LAS Las Vegas NV |
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DELTA AIR LINES INC
LAX — LOS ANGELES, CA
6060 AVION DRIVE
LOS ANGELES CA 90045
USA
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2436 |
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LAX Los Angeles CA |
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DELTA AIR LINES INC
LEX — LEXINGTON, KY
4012 VERSAILLES RD
LEXINGTON KY 40512
USA
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2450 |
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LEX Lexington KY |
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DELTA AIR LINES INC
LGA —LAGUARDIA-NEW YORK, NY
LA GUARDIA AIRPORT
FLUSHING NY 11371
USA
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2476 |
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LGA Laguardia |
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DELTA AIR LINES INC
LGA — SHUTTLE LA GUARDIA
LA GUARDIA AIRPORT
FLUSHING NY 11371
USA
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2475 |
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LGA SHUTTLE LA GUARDIA |
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DELTA AIR LINES INC
LGA — GSE LAGUARDIA, NY
DEPT 587 HGR #2 LGA AIRPORT
FLUSHING NY 11371
USA
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2470 |
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LGA La Guardia GSE |
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AIRPORT SERVICES
LIT — LITTLE ROCK, AR
1 AIRPORT ROAD
LITTLE ROCK AR 72202
USA
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2540 |
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LIT Little Rock AR |
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AIRPORT SERVICES
MCI — KANSAS CITY, MO
KANSAS CITY INTERNATIONAL AIRPORT
KANSAS CITY INTRNAT MO 54153
USA
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2600 |
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MCI — Kansas City MO |
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DELTA AIR LINES INC
MCO — ORLANDO, FL
9474 AIRPORT BLVD
ORLANDO FL 32827
USA
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2526 |
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MCO Orlando FL |
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DELTA AIR LINES INC
MCO — GSE ORLANDO, FL
6212 CARGO ROAD
ORLANDO FL 32827
USA
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2620 |
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MCO Orlando FL GSE |
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DELTA AIR LINES INC
MDW — CHICAGO-MIDWAY, IL
5700 SOUTH CICERO AVE
CHICAGO IL 60538
USA
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2560 |
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MDW Chicago |
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DELTA AIR LINES INC
MEM — MEMPHIS, TN
CARGO BLDG 2
MEMPHIS TN 38130
USA
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2660 |
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MEM Memphis TN |
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DELTA AIR LINES INC
MGM — MONTGOMERY, AL
4485 SELMA HWY
MONTGOMERY AL 36108
USA
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2680 |
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Montgomery AL |
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DELTA AIR LINES INC
MHT — MANCHESTER, NH
1 AIRPORT RD
MANCHESTER NH 03103
USA
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4020 |
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MHT Manchester NH |
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DELTA AIR LINES INC
MIA — MIAMI, FL
3077 PERIMETER RD
MIAMI FL 33122
USA
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2696 |
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MIA Miami FL |
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Address |
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Plant Code |
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Location |
DELTA AIR LINES INC
MIA — MIAMI, FL
GSE BLDG 3078 SE PERIMETER RD
MIAMI FL 33122
USA
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2690 |
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MIA Miami FL GSE |
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DELTA AIR LINES INC
MKE — MILWAUKEE, WI
5300 S HOWELL AVE
MILWAUKEE WI 53207
USA
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2710 |
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MKE Milwaukee WI |
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DELTA AIR LINES INC
MLB — MELBOURNE, FL
1 AIR TERMINAL PKWY
MELBOURNE FL 32901
USA
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2720 |
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MLB Melbourne FL |
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DELTA AIR LINES INC
MLU — MONROE, LA
5400 OPERATIONS RD, SUITE 107
MONROE LA 71203
USA
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2730 |
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Monroe LA |
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DELTA AIR LINES INC
MOB — MOBILE, AL
BATES FIELD
MOBILE AL 36508
USA
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2750 |
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MOB Mobile AL |
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DELTA AIR LINES INC
MSO — MISSOULA, MT
JOHNSON-BELL FIELD
MISSOULA MT 59601
USA
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2780 |
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MSO Missoula MT |
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DELTA AIR LINES INC
MSP — MINNEAPOLIS/ST PAUL, MN
7700 23RD AVE S
TWIN CITIES MN 55111
USA
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2790 |
|
|
MSP — Minneapolis/St Paul MN |
|
|
|
|
|
|
|
DELTA AIR LINES INC
MSY — NEW ORLEANS, LA
800 AIRLINES HWY
KENNER LA 70062
USA
|
|
|
2800 |
|
|
MSY New Orleans LA |
|
|
|
|
|
|
|
NIP — NAS Jacksonville
DELTA AIR LINES c/o BAC Ops
Hangar 115A, NAS Jacksonville
JACKSONVILLE FL 32212
USA
|
|
|
4130 |
|
|
NIP Jacksonville FL |
|
|
|
|
|
|
|
DELTA AIR LINES INC
OAK — OAKLAND, CA
1 AIRPORT WAY, BOX 38
OAKLAND CA 94621
USA
|
|
|
2890 |
|
|
OAK Oakland, CA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
OGG — KAHULUI, HI
KAHULUI AIRPORT
KAHULUI HI 96732
USA
|
|
|
2900 |
|
|
OGG Kahului HI |
|
|
|
|
|
|
|
DELTA AIR LINES INC
OKC — OKLAHOMA CITY, OK
7100 TERMINAL DR, BOX 975
OKLAHOMA CITY OK 73159
USA
|
|
|
2920 |
|
|
OKC Oklahoma City OK |
|
|
|
|
|
|
|
Address |
|
|
Plant Code |
|
Location |
DELTA AIR LINES INC
OMA- OMAHA NE
1871 FORT CT
OMAHA NE 68110
USA
|
|
|
2930 |
|
|
OMA Omaha NE |
|
|
|
|
|
|
|
DELTA AIR LINES INC
ONT — ONTARIO, CA
NO. 2 TERMINAL WAY
ONTARIO CA 91761
USA
|
|
|
2940 |
|
|
ONT Ontario CA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
ORD — CHICAGO-O’HARE, IL
O’HARE INTL AIRPORT
CHICAGO IL 60666
USA
|
|
|
2956 |
|
|
ORD Chicago-OHare |
|
|
|
|
|
|
|
DELTA AIR LINES INC
ORD — CHICAGO-O’HARE, IL
BLDG 751 DEPT. 586
CHICAGO IL 60666
USA
|
|
|
2950 |
|
|
ORD Chicago-Ohare GSE |
|
|
|
|
|
|
|
DELTA AIR LINES INC
ORF — NORFOLK, VA
6000 ROBIN HOOD RD
NORFOLK VA 23518
USA
|
|
|
2960 |
|
|
ORF Norfolk VA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
PBI — WEST PALM BEACH, FL
1312 N. PERIMETER RD
WEST PALM BEACH FL 33406
USA
|
|
|
3010 |
|
|
PBI West Palm Beach FL |
|
|
|
|
|
|
|
DELTA AIR LINES INC
PDX — PORTLAND, OR
7000 N.E. AIRPORT WAY
PORTLAND OR 97218
USA
|
|
|
3026 |
|
|
PDX Portland OR |
|
|
|
|
|
|
|
DELTA AIR LINES INC
PDX — PORTLAND, OR
7000 NE AIRPORT WAY
PORTLAND OR 97218
USA
|
|
|
3020 |
|
|
PDX GSE |
|
|
|
|
|
|
|
DELTA AIR LINES INC
PHL — PHILADELPHIA, PA
PHILADELPHIA INTL AIRPORT
PHILADELPHIA PA 19153
USA
|
|
|
3040 |
|
|
PHL Philadelphia PA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
PHX — PHOENIX, AZ
1323 S. 27TH ST
PHOENIX AZ 85034
USA
|
|
|
3050 |
|
|
PHX Phoenix AZ |
|
|
|
|
|
|
|
DELTA AIR LINES INC
PIT — PITTSBURGH, PA
GREATER PITTSBURGH INTL AIRPORT
PITTSBURGH PA 15231
USA
|
|
|
3050 |
|
|
PIT Pittsburgh PA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
PLS — PROVIDENCIALES
PROVIDENCIALES
TURKISH CAICOSIN
|
|
|
3070 |
|
|
PLS Providenciales |
|
|
|
|
|
|
|
Address |
|
|
Plant Code |
|
Location |
DELTA AIR LINES INC
PNS — PENSACOLA, FL
2430 AIRPORT BLVD
PENSACOLA FL 32504
USA
|
|
|
3080 |
|
|
PNS Pensacola FL |
|
|
|
|
|
|
|
DELTA AIR LINES INC
PSC — PASCO/KENNEWICK, WA
TRI-CITIES AIRPORT
PASCO WA 99301
USA
|
|
|
3110 |
|
|
PSC Pasco/Kennewick WA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
PSP — PALM SPRINGS, CA
3400 TANQUITZ CANYON
PALM SPRINGS CA 92262
USA
|
|
|
3120 |
|
|
PSP Palm Springs CA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
PVD — PROVIDENCE, RI
2000 POST RD
WARWICK RI 02886
USA
|
|
|
3140 |
|
|
PVD Providence RI |
|
|
|
|
|
|
|
DELTA AIR LINES INC
PWM — PORTLAND, ME
10001 WESTBROOK ST
PORTLAND ME 04102
USA
|
|
|
3150 |
|
|
PWM Portland ME |
|
|
|
|
|
|
|
DELTA AIR LINES INC
RDU — RALEIGH/DURHAM, NC
1600 TERMINAL BLVD, TERMINAL A
RALEIGH DURHAM AIRPO NC 27623
USA
|
|
|
3230 |
|
|
RDU Raleigh/Durham NC |
|
|
|
|
|
|
|
DELTA AIR LINES INC
RIC — RICHMOND, VA
CARGO FACILITY
RICHMOND VA 23231-5999
USA
|
|
|
3250 |
|
|
RIC Richmond VA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
RNO — RENO, NV
TERMINAL WAY, SUITE 1
RENO NV 89502
USA
|
|
|
3270 |
|
|
RNO — RENO, NV |
|
|
|
|
|
|
|
DELTA AIR LINES INC
ROC — ROCHESTER, NY
1200 BROOKS AVE
ROCHESTER NY 14624
USA
|
|
|
3280 |
|
|
ROC Rochester NY |
|
|
|
|
|
|
|
DELTA AIR LINES INC
RSW — FORT MYERS, FL
16000 CHAMBERLAIN PKWY
FORT MYERS FL 33913
USA
|
|
|
3310 |
|
|
RSW Fort Myers FL |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SAN — SAN DIEGO, CA
3707 N HARBOR DR
SAN DIEGO CA 92101
USA
|
|
|
3340 |
|
|
SAN San Diego CA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SAT — SAN ANTONIO, TX
10000 JOHN SAUNDERS RD
SAN ANTONIO TX 78216
USA
|
|
|
3360 |
|
|
SAT San Antonio TX |
|
|
|
|
|
|
|
Address |
|
|
Plant Code |
|
Location |
DELTA AIR LINES INC
SAV — SAVANNAH, GA
410 AIRWAYS AVE
SAVANNAH GA 31408
USA
|
|
|
3370 |
|
|
SAV Savannah GA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SBN — SOUTH BEND, IN
4529 TERMINAL DR
SOUTH BEND IN 46628
USA
|
|
|
3380 |
|
|
SBN — SOUTH BEND, IN |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SDF — LOUISVILLE, KY
LOUISVILLE KY 40209
USA
|
|
|
3400 |
|
|
SDF Louisville KY |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SEA — SEATTLE, WA
16745 AIR CARGO RD
SEATTLE WA 98158
USA
|
|
|
3410 |
|
|
SEA Seattle WA GSE |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SEA — SEATTLE, WA
SEA TAC INT’L AIRPORT
SEATTLE WA 98158
USA
|
|
|
3416 |
|
|
SEA Seattle WA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SFO — SAN FRANCISCO, CA
730 MCDONNELL RD
SAN FRANCISCO INTL A CA 94128
USA
|
|
|
3436 |
|
|
SFO San Francisco CA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SFO — SAN FRANCISCO, CA
DAL AIR CARGO BLDG GSE DEPT 587
SAN FRANCISCO INTL A CA 94128
USA
|
|
|
3430 |
|
|
SFO — SAN FRANCISCO, CA GSE |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SHV — SHREVEPORT, LA
6125 INTERSTATE DR
SHREVEPORT LA 71109
USA
|
|
|
3440 |
|
|
SHV Shreveport LA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SJC — SAN JOSE, CA
1521 AIRPORT BLVD, BAY 2
SAN JOSE CA 95110
USA
|
|
|
3460 |
|
|
SJC San Jose CA |
|
|
|
|
|
|
|
AIRPORT SERVICES
SJU — SAN JUAN
LUIS MUNOZ MARIN AIRPORT
SAN JUAN PR 00979
USA
|
|
|
3486 |
|
|
SJU San Juan |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SJU — SAN JUAN
GSE CARGO TERMINAL DEPT. 587
CAROLINA PR 00979
USA
|
|
|
3480 |
|
|
SJU — SAN JUAN GSE |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SLC — SALT LAKE CITY, UT
SALT LAKE CITY INTL AIRPORT
SALT LAKE CITY UT 84122
USA
|
|
|
3495 |
|
|
SLC Salt Lake City UT |
|
|
|
|
|
|
|
Address |
|
|
Plant Code |
|
Location |
DELTA AIR LINES INC
SLC — SALT LAKE CITY, UT
3625 WEST 510 NORTH
SALT LAKE CITY UT 84122
USA
|
|
|
3490 |
|
|
SLC GSE |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SMF — SACRAMENTO, CA
6737 LINDBERG DR. SUITE D
SACRAMENTO CA 95837
USA
|
|
|
3500 |
|
|
SMF Sacramento CA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SNA — ORANGE COUNTY, CA
18601 AIRPORT WAY, SUITE 211
SANTA ANA CA 92707
USA
|
|
|
3510 |
|
|
SNA Orange County CA |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SRQ — SARASOTA, FL
6000 AIRPORT CIRCLE
SARASOTA FL 34243
USA
|
|
|
3530 |
|
|
SRQ Sarasota FL |
|
|
|
|
|
|
|
DELTA AIR LINES INC
STL — ST LOUIS, MO
9813 AIR CARGO RD
SAINT LOUIS MO 63145
USA
|
|
|
3540 |
|
|
STL St Louis MO |
|
|
|
|
|
|
|
DELTA AIR LINES INC
SYR — SYRACUSE, NY
HANCOCK INTL AIRPORT
SYRACUSE NY 13212
USA
|
|
|
3540 |
|
|
SYR Syracuse NY |
|
|
|
|
|
|
|
DELTA AIR LINES INC
TLH — TALLAHASSEE, FL
3308-A CAPITAL CIRCLE SW
TALLAHASSEE FL 32310
USA
|
|
|
3560 |
|
|
TLH Tallahassee FL |
|
|
|
|
|
|
|
DELTA AIR LINES INC
TPA — TAMPA, FL — HANGAR
4424 NORTH WEST SHORE BLVD
TAMPA FL 33614
USA
|
|
|
1021 |
|
|
TPA Tampa Base Stores |
|
|
|
|
|
|
|
DELTA AIR LINES INC
TPA — Line
4424 N. WESTSHORE BLVD.
TAMPA FL 33614
USA
|
|
|
1025 |
|
|
TPA Tampa FL |
|
|
|
|
|
|
|
DELTA AIR LINES INC
TUL — TULSA, OK
TULSA INTL AIRPORT
TULSA OK 74415
USA
|
|
|
3740 |
|
|
TUL Tulsa OK |
|
|
|
|
|
|
|
DELTA AIR LINES INC
TUS — TUCSON, AZ
TUCSON INTL AIRPORT
TUCSON AZ 85706
USA
|
|
|
3750 |
|
|
TUS Tucson AZ |
|
|
|
|
|
|
|
DELTA AIR LINES INC
TYS — KNOXVILLE, TN
2055 AIRPORT HWY
ALCOA TN 37701
USA
|
|
|
3780 |
|
|
TYS Knoxville TN |
|
|
|
|
|
|
|
Address |
|
|
Plant Code |
|
Location |
AIRPORT SERVICES
VPS — FORT WALTON BEACH, FL
STATE ROAD 85
EGLIN AFB FL 32542
USA
|
|
|
3820 |
|
|
VPS Fort Walton Beach FL |
The spare parts maintained by or on behalf of Delta Air Lines, Inc. at the location listed
immediately below are subject to the liens and encumbrances of record created by: (i) the Spare
Parts Security Agreement* dated as of September 16, 2005, among Delta Air Lines, Inc., Comair, Inc.
and General Electric Capital Corporation, as administrative agent and collateral agent for the
secured parties, as amended by the Amended and Restated Spare Parts Security Agreement, dated as of
October 3, 2005, among Delta Air Lines, Inc., Comair, Inc. and General Electric Capital
Corporation, as administrative agent and collateral agent for the secured parties, and (ii) the
Spare Parts Security Agreement*, dated as of September 16, 2005, between Delta Air Lines, Inc.,
Comair, Inc. and American Express Travel Related Services Company, Inc. as collateral agent for
itself and American Express Bank, F.S.B.
|
|
|
|
|
|
|
Address |
|
|
Plant Code |
|
Location |
DELTA AIR LINES INC.
DELTA TECH OPS CENTER
1775 AVIATION BLVD.
ATLANTA< GA 30354-3743
USA
|
|
|
1010 |
|
|
ATL Repair Shops @ TOC |
The spare parts maintained by or on behalf of Comair, Inc. at the location listed immediately below
are subject to the liens and encumbrances of record created by: (i) the Spare Parts Security
Agreement* dated as of September 16, 2005, among Delta Air Lines, Inc., Comair, Inc. and General
Electric Capital Corporation, as administrative agent and collateral agent for the secured parties,
as amended by the Amended and Restated Spare Parts Security Agreement dated as of October 3, 2005,
among Delta Air Lines, Inc., Comair, Inc. and General Electric Capital Corporation, as
administrative agent and collateral agent for the secured parties, and (ii) the Spare Parts
Security Agreement*, dated as of September 16, 2005, between Delta Air Lines, Inc., Comair, Inc.
and American Express Travel Related Services Company, Inc. as collateral agent for itself and
American Express Bank, F.S.B.
|
|
|
|
|
Address |
|
Plant Code |
|
Location |
COMAIR, INC.
82 COMAIR BLVD.
ERLANGER, KY 41048
USA
|
|
|
|
82 COMAIR BLVD.
ERLANGER, KY 41048
USA |
|
|
|
* |
|
To be removed substantially contemporaneously with closing. |
Schedule 3.07
B. UCC Filings
Delta Air Lines, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
Secretary of State,
DE — UCCs
|
|
02/23/07
|
|
IBM Credit Corporation
|
|
|
10883194 |
|
|
|
08/07/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association, as Loan
Trustee
|
|
|
11193361 |
|
|
|
09/19/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association, as Loan
Trustee
|
|
|
11193395 |
|
|
|
09/19/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association, as Loan
Trustee
|
|
|
11193411 |
|
|
|
09/19/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
DARR Equipment Operation
Co LP
|
|
|
11549281 |
|
|
|
10/30/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
DARR Equipment Operation
Co LP
|
|
|
11549299 |
|
|
|
02/23/07 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
DARR Equipment Operation
Co LP
|
|
|
11549307 |
|
|
|
02/23/07 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
DARR Equipment Operation
Co LP
|
|
|
11549315 |
|
|
|
02/23/07 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
DARR Equipment Operation
Co LP
|
|
|
11549323 |
|
|
|
02/23/07 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
DARR Equipment Operation
Co LP
|
|
|
11549331 |
|
|
|
02/23/07 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
C.I.T. Leasing Corporation
|
|
|
11783435 |
|
|
|
12/27/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
C.I.T. Leasing Corporation
|
|
|
63276490 |
|
|
|
09/22/06 |
|
|
Continuation of 11783435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
C.I.T. Leasing Corporation
|
|
|
63293792 |
|
|
|
09/25/06 |
|
|
Amendment to Secured
Party Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York as
Indenture Trustee, BNY
Business Center, Inc.
|
|
|
11790562 |
|
|
|
12/27/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York as
Indenture Trustee, BNY
Business Center, Inc.
|
|
|
63276474 |
|
|
|
09/22/06 |
|
|
Continuation of 11790562 |
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company
|
|
|
20122832 |
|
|
|
12/12/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company
|
|
|
20527972 |
|
|
|
02/05/02 |
|
|
Assignment of Siemens
Financial Services,
Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company
|
|
|
20528772 |
|
|
|
02/05/02 |
|
|
Amendment to Secured
Party Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
20142343 |
|
|
|
12/14/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62030021 |
|
|
|
06/14/06 |
|
|
Continuation of 20142343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20142350 |
|
|
|
12/14/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62030484 |
|
|
|
06/14/06 |
|
|
Continuation of 20142350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20143804 |
|
|
|
12/14/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62030179 |
|
|
|
06/14/06 |
|
|
Continuation of 20143804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20143846 |
|
|
|
12/14/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62030310 |
|
|
|
06/14/06 |
|
|
Continuation of 20143846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20143879 |
|
|
|
12/14/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62030419 |
|
|
|
06/14/06 |
|
|
Continuation of 20143879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20143895 |
|
|
|
12/14/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62029817 |
|
|
|
06/14/06 |
|
|
Continuation of 20143895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company
|
|
|
20195358 |
|
|
|
12/26/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company
|
|
|
42561050 |
|
|
|
09/13/04 |
|
|
Assignment of BCC
Equipment Leasing
Corporation (20195358) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
BCC Equipment Leasing
Corporation
|
|
|
43032911 |
|
|
|
10/27/04 |
|
|
Assignment of CEF 2002
Aircraft, LLC
(20195358) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
43224575 |
|
|
|
11/16/04 |
|
|
Added Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
63733300 |
|
|
|
10/26/06 |
|
|
Continuation of 20193538 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
20222715 |
|
|
|
12/28/01 |
|
|
Equipment |
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
20222723 |
|
|
|
12/28/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
20222731 |
|
|
|
12/28/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62289882 |
|
|
|
07/03/06 |
|
|
Continuation of 20222731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20222749 |
|
|
|
12/28/01 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62226447 |
|
|
|
06/28/06 |
|
|
Continuation of 20222749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20265631 |
|
|
|
01/02/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62292720 |
|
|
|
07/03/06 |
|
|
Continuation of 20265631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62293025 |
|
|
|
01/02/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20265649 |
|
|
|
07/03/06 |
|
|
Continuation of 20265649 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20265672 |
|
|
|
01/02/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62292829 |
|
|
|
07/03/06 |
|
|
Continuation of 20265672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20265698 |
|
|
|
01/02/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62292662 |
|
|
|
07/03/06 |
|
|
Continuation of 20265698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20265763 |
|
|
|
01/02/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62293058 |
|
|
|
07/03/06 |
|
|
Continuation of 20265763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20265771 |
|
|
|
01/02/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
62292993 |
|
|
|
07/03/06 |
|
|
Continuation of 20265771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc
|
|
|
20265797 |
|
|
|
01/02/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270128 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63659018 |
|
|
|
10/20/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270128) |
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270144 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63658663 |
|
|
|
10/20/2006 |
|
|
Assignment (referencing
20270144) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63658747 |
|
|
|
10/20/06 |
|
|
Continuation of 20270144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270169 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63658036 |
|
|
|
10/20/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270169) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63658119 |
|
|
|
10/20/06 |
|
|
Continuation of 20270169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270177 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63644325 |
|
|
|
10/19/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270177) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association as Loan
Trustee
|
|
|
63644424 |
|
|
|
10/19/06 |
|
|
Continuation of 20270177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270185 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63643665 |
|
|
|
10/19/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270185) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association as Loan
Trustee
|
|
|
63643996 |
|
|
|
10/19/06 |
|
|
Continuation of 20270185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270193 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63644754 |
|
|
|
10/19/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270193) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63644937 |
|
|
|
10/19/06 |
|
|
Continuation of 20270193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270201 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63643079 |
|
|
|
10/19/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270201) |
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63643269 |
|
|
|
10/19/06 |
|
|
Continuation of 20270201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270219 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63641883 |
|
|
|
10/19/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270219) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63642006 |
|
|
|
10/19/06 |
|
|
Continuation of 20270219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270227 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63641404 |
|
|
|
10/19/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270227) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63641461 |
|
|
|
10/19/06 |
|
|
Continuation of 20270227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270235 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63670429 |
|
|
|
10/23/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270235) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank national
Association, as Loan
Trustee
|
|
|
63670593 |
|
|
|
10/23/06 |
|
|
Continuation of 20270235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270243 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63670999 |
|
|
|
10/23/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270243) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63671138 |
|
|
|
10/23/06 |
|
|
Continuation of 20270243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270250 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63670114 |
|
|
|
10/23/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270250) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63670171 |
|
|
|
10/23/06 |
|
|
Continuation of 20270250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270268 |
|
|
|
01/03/02 |
|
|
Equipment |
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63663861 |
|
|
|
10/20/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270268) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63663945 |
|
|
|
10/20/06 |
|
|
Continuation of 20270268 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270276 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63663267 |
|
|
|
10/20/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270276) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63663333 |
|
|
|
10/20/06 |
|
|
Continuation of 20270276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270284 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63662103 |
|
|
|
10/20/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270284) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63662392 |
|
|
|
10/20/06 |
|
|
Continuation of 20270284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270292 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63662616 |
|
|
|
10/20/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270292) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63662681 |
|
|
|
10/20/06 |
|
|
Continuation of 20270292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270318 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63661394 |
|
|
|
10/20/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270318) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63661535 |
|
|
|
10/20/06 |
|
|
Continuation of 20270318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270326 |
|
|
|
01/03/02 |
|
|
Equipment |
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63660396 |
|
|
|
10/20/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270326) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63660552 |
|
|
|
10/20/06 |
|
|
Continuation of 20270326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
20270334 |
|
|
|
01/03/02 |
|
|
Equipment |
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
63659638 |
|
|
|
10/20/06 |
|
|
Assignment of U.S. Bank
National Association,
as Loan Trustee
(20270334) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
63659729 |
|
|
|
10/20/06 |
|
|
Continuation of 20270334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Leasing
Corporation
|
|
|
20358246 |
|
|
|
01/08/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Financial
Services, Inc. successor
by merger to Wachovia
Leasing Corporation
|
|
|
63533148 |
|
|
|
10/12/06 |
|
|
Continuation of 20358246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
ACE USA
|
|
|
20438725 |
|
|
|
02/19/02 |
|
|
Securities Account |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
ACE USA
|
|
|
20438725 |
|
|
|
08/03/04 |
|
|
Securities Account |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
ACE USA
|
|
|
530336769 |
|
|
|
01/27/05 |
|
|
Amendment to Secured
Party Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
ACE USA
|
|
|
2007 0535780 |
|
|
|
02/04/07 |
|
|
Continuation of 20438725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IBM Credit Corporation
(Lessor)
|
|
|
20488225 |
|
|
|
1/30/2002 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CT Bank and Trust
Company
|
|
|
20651392 |
|
|
|
03/13/02 |
|
|
In Lieu Filing of
Financing Statement No.
672775, Filed on
04/04/87 in SOS, DE. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company
|
|
|
20675136 |
|
|
|
02/25/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company
|
|
|
42509323 |
|
|
|
09/07/04 |
|
|
Assignment of BCC
Equipment Leasing
Corporation (42509323) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
BCC Equipment Leasing
Company
|
|
|
43035005 |
|
|
|
10/27/04 |
|
|
Assignment of CEF 2002
Aircraft, LLC
(20675136) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
64302477 |
|
|
|
12/08/06 |
|
|
Continuation of 12/08/06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
|
20693816 |
|
|
|
03/18/02 |
|
|
In Lieu Filing of
Financing Statement No.
08245, Filed on
04/29/97 in SOS, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30255490 |
|
|
|
01/29/03 |
|
|
Amendment to Collateral
Description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
|
20693881 |
|
|
|
03/18/02 |
|
|
In Lieu Filing of
Financing Statement No.
05400, Filed on
03/19/1992 in SOS, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30254840 |
|
|
|
01/29/03 |
|
|
Amendment to Collateral
Description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
|
20693956 |
|
|
|
03/18/02 |
|
|
In Lieu Filing of
Financing Statement No.
05401, Filed on
03/19/97 in SOS, GA |
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30263791 |
|
|
|
01/30/03 |
|
|
Amendment to Collateral
Description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
|
20693964 |
|
|
|
03/18/02 |
|
|
In Lieu Filing of
Financing Statement No.
05399, Filed on
03/19/97 in SOS, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30250939 |
|
|
|
01/29/03 |
|
|
Amendment to Collateral
Description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
20790927 |
|
|
|
03/08/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
63116555 |
|
|
|
09/08/06 |
|
|
Continuation of 20790927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
20790943 |
|
|
|
20790943 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
63116753 |
|
|
|
20790943 |
|
|
Continuation of 20790943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Credit Corporation
(Lessor)
|
|
|
20896138 |
|
|
|
03/18/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
21088032 |
|
|
|
04/09/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
63499837 |
|
|
|
10/10/06 |
|
|
Continuation of 21088032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21299753 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21299811 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21299837 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21299860 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21300221 |
|
|
|
05/03/02 |
|
|
In Lieu Filing of
Financing 05/13/97 in
SOS, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
32295288 |
|
|
|
09/05/03 |
|
|
Termination of 2130221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21330296 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21300387 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21300411 |
|
|
|
05/03/02 |
|
|
Equipment |
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21300437 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21300445 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30570161 |
|
|
|
03/10/03 |
|
|
Amendment to Secured
Party Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21300478 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30571151 |
|
|
|
03/10/03 |
|
|
Amendment to Secured
Party Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21305528 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30570708 |
|
|
|
03/10/03 |
|
|
Amendment to Secured
Party Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21300528 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21300551 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21300593 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21300601 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21300619 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21311244 |
|
|
|
05/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21385404 |
|
|
|
05/13/02 |
|
|
In Lieu Statement of
Financing Statement No.
09332, Filed on
05/13/97 in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30262074 |
|
|
|
01/30/03 |
|
|
Amendment to Collateral
Description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Bankers Trust Company
|
|
|
21385503 |
|
|
|
05/13/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
41242165 |
|
|
|
05/04/04 |
|
|
Amendment to Secured
Party Information
((21385503) |
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Bankers Trust Company
|
|
|
21385586 |
|
|
|
05/13/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Erste Bank der
oesterreichischen
Sparkassen AG, London
Branch, as agent
|
|
|
21440084 |
|
|
|
06/12/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21456726 |
|
|
|
05/20/02 |
|
|
In Lieu Filing of
Financing Statement No.
09336, Filed on
05/13/97 in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as Debtor)
|
|
|
30236938 |
|
|
|
01/28/03 |
|
|
Amendment to Collateral
Description (21456726) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as Debtor)
|
|
|
53885010 |
|
|
|
12/15/05 |
|
|
Termination of 21456726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
63136561 |
|
|
|
09/11/06 |
|
|
Assignment of
Wilmington Trust
Company, as Owner
Trustee (21456726) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21456767 |
|
|
|
05/20/02 |
|
|
In Lieu Filing of
Financing Statement No.
09340, Filed on
05/13/97, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30557184 |
|
|
|
03/07/03 |
|
|
Amendment to Collateral
Description (21456767) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
53886083 |
|
|
|
12/15/05 |
|
|
Termination of 21456767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
63154762 |
|
|
|
09/12/06 |
|
|
Assignment of
Wilmington Trust
Company, as Owner
Trustee (21456767) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21456783 |
|
|
|
05/20/02 |
|
|
In Lieu Filing of
Financing Statement No.
16630, Filed on
08/11/97 in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30386113 |
|
|
|
02/13/03 |
|
|
Amendment to Collateral
Description (21456783) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company
|
|
|
20070500750 |
|
|
|
05/20/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company
|
|
|
42564393 |
|
|
|
09/13/04 |
|
|
Assignment of BCC
Equipment Leasing
Company (21463482) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
BCC Equipment Leasing
Company
|
|
|
43032507 |
|
|
|
10/27/04 |
|
|
Assignment of CEF 2002
Aircraft, LLC
(24163482) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
43224906 |
|
|
|
11/16/04 |
|
|
Amendment to Collateral
Description (21463482) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
21463482 |
|
|
|
02/04/07 |
|
|
Continuation of 21463482 |
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank, N.A.
|
|
|
2007020622 |
|
|
|
06/07/02/ |
|
|
In Lieu Filing of
Financing Statement No.
147453, Filed on
06/25/97 in OR, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Trustee
|
|
|
2007020622 |
|
|
|
01/17/07 |
|
|
Amendment to Secured
Party Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
20070206226 |
|
|
|
1/17/2007 |
|
|
Amendment (referencing
21669104) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Port of Portland
|
|
|
21669120 |
|
|
|
06/07/02 |
|
|
In Lieu Financing
Statement No. 147454,
Filed on 06/07/02 in
OR, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Trustee
|
|
|
21669120 |
|
|
|
01/17/07 |
|
|
Continuation of 21669120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
GMAC Business Credit, LLC
|
|
|
21674633 |
|
|
|
07/10/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
GMAC Business Credit, LLC
|
|
|
61261221 |
|
|
|
04/14/06 |
|
|
Amendment to Secured
Party Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
GMAC Business Credit, LLC
|
|
|
21674641 |
|
|
|
07/10/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
GMAC Business Credit, LLC
|
|
|
61261254 |
|
|
|
04/14/06 |
|
|
Amendment to Secured
Party Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
GMAC Business Credit, LLC
|
|
|
21674708 |
|
|
|
07/10/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
GMAC Business Credit, LLC
|
|
|
61261270 |
|
|
|
04/14/06 |
|
|
Amendment to Secured
Party Information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21730310 |
|
|
|
06/17/02 |
|
|
In Lieu Filing of
Financing Statement No.
09341, Filed on
05/13/97 in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30220577 |
|
|
|
01/27/03 |
|
|
Termination of 21730310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21730328 |
|
|
|
06/17/02 |
|
|
In Lieu Filing of
Financing Statement No.
21730328, Filed on
06/17/02 in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines, Inc.
(authorizing as debtor)
|
|
|
30256993 |
|
|
|
01/29/03 |
|
|
Termination of 21730328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21730351 |
|
|
|
06/17/02 |
|
|
In Lieu Filing of
Financing Statement No.
09328, Filed on
05/13/97 in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30257934 |
|
|
|
01/29/03 |
|
|
Termination of 21730351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21730393 |
|
|
|
06/17/02 |
|
|
In Lieu Filing of
Financing Statement No.
09330, Filed on
05/13/97, in Fulton
County, GA |
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30258577 |
|
|
|
01/29/03 |
|
|
Termination of 21730393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21730468 |
|
|
|
06/17/02 |
|
|
In Lieu Filing of
Financing Statement No.
09321, Filed on
05/13/97, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
32295379 |
|
|
|
09/05/03 |
|
|
Termination of 21730468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21730880 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21730930 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21730955 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21730997 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21731011 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21731045 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21731078 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21731002 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21731110 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21731185 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21732613 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21733058 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21733124 |
|
|
|
06/17/02 |
|
|
Equipment |
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21733199 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21733181 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
21742059 |
|
|
|
06/17/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21742075 |
|
|
|
06/17/02 |
|
|
In Lieu Filing for
Financing Statement No.
09334, Filed on
05/13/97, in Fulton
Count, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
21742067 |
|
|
|
06/17/02 |
|
|
In Lieu Filing for
Financing Statement No.
09316, Filed on
05/13/97, in Fulton
Count, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30408446 |
|
|
|
02/18/03 |
|
|
Amendment to Collateral
Description (21742067) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30374812 |
|
|
|
02/12/03 |
|
|
Amendment to Collateral
Description (21742075) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CitiCapital Commerical
Corporation
|
|
|
21801996 |
|
|
|
06/25/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UPS Capital Corporation
|
|
|
21855877 |
|
|
|
7/1/2002 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Air Liquide America
Corporation
|
|
|
21900400 |
|
|
|
07/31/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Air Liquide America L.P.
|
|
|
22645681 |
|
|
|
10/21/02 |
|
|
Amendment to Secured
Party Information
(21900400) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Credit Corporation
|
|
|
21913437 |
|
|
|
07/10/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet Corporation
|
|
|
21918824 |
|
|
|
07/11/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet Corporation
|
|
|
30270531 |
|
|
|
01/14/03 |
|
|
Assignment of ups
Capital Corporation
(21918824) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
22056905 |
|
|
|
06/17/02 |
|
|
In Lieu Filing for
Financing Statement No.
09338, dated 05/13/97,
in Fulton County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30237431 |
|
|
|
01/28/03 |
|
|
Amendment to Collateral
Description (21742075) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
53885267 |
|
|
|
12/15/05 |
|
|
Termination of 22056905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
63142643 |
|
|
|
09/11/06 |
|
|
Assignment of
Wilmington Trust
Company, as Owner
Trustee (22056905) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
22056921 |
|
|
|
08/08/02 |
|
|
In Lieu Filing for
Financing Statement No.
09307, dated 05/13/97,
in Fulton County, GA |
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30192511 |
|
|
|
01/23/03 |
|
|
Termination of 22056921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
22056947 |
|
|
|
08/08/02 |
|
|
In Lieu Filing for
Financing Statement No.
09323, dated 05/13/97,
in Fulton County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30192388 |
|
|
|
01/23/03 |
|
|
Termination of 22056947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
22056970 |
|
|
|
08/08/02 |
|
|
In Lieu Filing for
Financing Statement No.
09315, dated 05/13/97,
in Fulton County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30198781 |
|
|
|
01/23/03 |
|
|
Termination of 22056970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
22056996 |
|
|
|
08/08/02 |
|
|
In Lieu Filing for
Financing Statement No.
09318, dated 05/13/97,
in Fulton County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30198195 |
|
|
|
01/23/03 |
|
|
Termination of 22056996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Credit Corporation
|
|
|
22071235 |
|
|
|
08/09/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
22102832 |
|
|
|
07/15/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
22103111 |
|
|
|
07/05/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
22106395 |
|
|
|
08/15/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
31724064 |
|
|
|
07/08/03 |
|
|
Termination of 22106395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Sulzer Metco (USA) Inc.
|
|
|
22114985 |
|
|
|
08/21/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
DAI-ICHI KANGYO TR. NY
|
|
|
22227902 |
|
|
|
09/04/02 |
|
|
In Lieu Filing for
Financing Statement No.
060199716607, dated
08/11/97, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
JPMorgan Chase Bank
|
|
|
22228587 |
|
|
|
09/04/02 |
|
|
Amendment to Secured
Party Information
(22227902) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30938178 |
|
|
|
04/10/03 |
|
|
Amendment to Collateral
Description (2227902) |
14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
DAI-ICHI KANGYO TR. NY
|
|
|
22228702 |
|
|
|
09/04/02 |
|
|
In Lieu Filing for
Financing Statement No.
060199716606, dated
08/11/97, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
JPMorgan Chase Bank
|
|
|
22228777 |
|
|
|
09/04/02 |
|
|
Amendment to Secured
Party Information
(22228702) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30936909 |
|
|
|
04/10/03 |
|
|
Amendment to Collateral
Description (22228702) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
DAI-ICHI KANGYO TR. NY
|
|
|
22228835 |
|
|
|
09/04/02 |
|
|
In Lieu Filing for
Financing Statement No.
060199716603, dated
08/11/97, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
JPMorgan Chase Bank
|
|
|
22228884 |
|
|
|
09/04/02 |
|
|
Amendment to Secured
Party Information
(22228835) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30935091 |
|
|
|
04/10/03 |
|
|
Amendment to Collateral
Description (22228835) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
|
22315269 |
|
|
|
09/10/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
|
50982943 |
|
|
|
03/31/05 |
|
|
Termination of 22315269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Sun Microsystems Finance,
A Sun Microsystems, Inc.,
Business
|
|
|
22322877 |
|
|
|
09/16/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Sun Microsystems Finance,
A Sun Microsystems, Inc.,
Business
|
|
|
22351637 |
|
|
|
09/18/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Transamerica Equipment
Financial Services
Corporation
|
|
|
22495707 |
|
|
|
10/03/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Transamerica Equipment
Financial Services
Corporation
|
|
|
22495723 |
|
|
|
10/03/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Transamerica Equipment
Financial Services
Corporation
|
|
|
22495764 |
|
|
|
10/03/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Transamerica Equipment
Financial Services
Corporation
|
|
|
22495780 |
|
|
|
10/03/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
22520694 |
|
|
|
09/30/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
22520850 |
|
|
|
09/30/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Corporation
|
|
|
22553646 |
|
|
|
10/04/02 |
|
|
Equipment |
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
IBM Corporation
|
|
|
23107699 |
|
|
|
11/26/02 |
|
|
Termination of 22553646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CitiCapital Commerical
Leasing Corporation
|
|
|
22989717 |
|
|
|
11/15/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CitiCapital Commerical
Leasing Corporation
|
|
|
22989758 |
|
|
|
11/15/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
TW Metals, Inc.
|
|
|
23019027 |
|
|
|
12/03/02 |
|
|
All Metal Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
23079138 |
|
|
|
12/10/02 |
|
|
In Lieu Filing of
Financing Statement No.
675780, Filed on
05/18/87, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30198849 |
|
|
|
01/23/03 |
|
|
Termination of 23079138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
23079823 |
|
|
|
12/10/02 |
|
|
In Lieu Filing of
Financing Statement No.
677869, Filed on
06/25/87, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
30198401 |
|
|
|
01/23/03 |
|
|
Termination of 23079823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
23164799 |
|
|
|
12/11/02 |
|
|
In Lieu Filing of
Financing Statement No.
775798, Filed on
05/18/87, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
23097452 |
|
|
|
12/18/02 |
|
|
Termination of 23097452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
23098427 |
|
|
|
12/11/02 |
|
|
In Lieu Filing of
Financing Statement No.
677867, Filed on
06/25/87, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
23165085 |
|
|
|
12/18/02 |
|
|
Termination of 23098427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
23136110 |
|
|
|
12/16/02 |
|
|
In Lieu Filing of
Financing Statement No.
742935, Filed on
08/16/90, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Delta Air Lines
(authorizing as debtor)
|
|
|
23151333 |
|
|
|
12/17/02 |
|
|
Termination of 23151333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company
|
|
|
23165879 |
|
|
|
12/03/02 |
|
|
In Lieu Filing of
Financing Statement No.
9998027, Filed on
02/12/01, in Caddo
Parish, LA Equipment
Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Connell Finance Company,
Inc. d/b/a Connell
Equipment Leasing Company
|
|
|
23165994 |
|
|
|
12/03/02 |
|
|
In Lieu Filing of
Financing Statement No.
09-996982, Filed on
04/10/01, in Caddo
Parish, LA Equipment
Lease |
16
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
IBM Corporation
|
|
|
23166851 |
|
|
|
12/03/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
23181025 |
|
|
|
12/19/02 |
|
|
In Lieu Filing of
Financing Statement No.
794907, Filed on
07/07/93, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
23181561 |
|
|
|
12/19/02 |
|
|
In Lieu Filing of
Financing Statement No.
697270, Filed on
05/18/88, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Landesbank
Schleswig-Holstein, New
York Branch, as Agent
|
|
|
23259458 |
|
|
|
13/31/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30006620 |
|
|
|
01/02/063 |
|
|
In Lieu Filing of
Financing Statement No.
697271, Filed on
05/18/88, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30007529 |
|
|
|
01/02/003 |
|
|
In Lieu Filing of
Financing Statement No.
697272, Filed on
05/18/88, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30016694 |
|
|
|
01/03/03 |
|
|
In Lieu Filing of
Financing Statement No.
739508, Filed on
06/19/90, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30021231 |
|
|
|
01/03/03 |
|
|
In Lieu Filing of
Financing Statement No.
735909, Filed on
06/19/90, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30027881 |
|
|
|
01/03/03 |
|
|
In Lieu Filing of
Financing Statement No.
739510, Filed on
06/19/90, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30030448 |
|
|
|
01/03/03 |
|
|
In Lieu Filing of
Financing Statement No.
794301, Filed on
06/23/90, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30031404 |
|
|
|
01/06/03 |
|
|
In Lieu Filing of
Financing Statement No.
698104, Filed on
06/02/88, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30063704 |
|
|
|
01/09/03 |
|
|
In Lieu Filing of
Financing Statement No.
697202, Filed on
05/18/88, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30065311 |
|
|
|
01/09/03 |
|
|
In Lieu Filing of
Financing Statement No.
698103, Filed on
06/02/88, in Fulton
County, GA |
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30068588 |
|
|
|
01/09/03 |
|
|
In Lieu Filing of
Financing Statement No.
796111, Filed on
06/27/93, in Fulton
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30096324 |
|
|
|
01/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
794305, Filed on
06/23/93, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30096985 |
|
|
|
01/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
794302, Filed on
06/23/93, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30098338 |
|
|
|
01/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
753477, Filed on
02/14/91, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30098478 |
|
|
|
01/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
753476, Filed on
02/14/91, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30098874 |
|
|
|
01/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
754127, Filed on
02/26/91, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet Corporation
|
|
|
30117849 |
|
|
|
12/26/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30123748 |
|
|
|
01/15/03 |
|
|
In Lieu Filing of
Financing Statement No.
759215, Filed on
06/06/91, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30098874 |
|
|
|
01/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
754127, Filed on
02/26/91, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30124142 |
|
|
|
01/15/03 |
|
|
In Lieu Filing of
Financing Statement No.
759782, Filed on
06/18/91, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30124811 |
|
|
|
01/15/03 |
|
|
In Lieu Filing of
Financing Statement No.
060200101378, Filed on
01/18/91, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
|
40475188 |
|
|
|
02/04/04 |
|
|
Amendment to Collateral
Description (30124811) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30125719 |
|
|
|
01/15/03 |
|
|
In Lieu Filing of
Financing Statement No.
752114, Filed on
01/25/91, in Xxxxxx
County, GA |
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
State Street Bank and
Trust Company of
Connecticut, National
Association
|
|
|
30136757 |
|
|
|
12/31/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
|
40475055 |
|
|
|
02/04/04 |
|
|
Amendment to Collateral
Description (30136872) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
00/00/00
|
|
Xxxxx Xxxxxx Bank and
Trust Company of
Connecticut, National
Association
|
|
|
30136948 |
|
|
|
12/31/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
00/00/00
|
|
Xxxxx Xxxxxx Bank and
Trust Company of
Connecticut, National
Association
|
|
|
30137284 |
|
|
|
12/31/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
00/00/00
|
|
Xxxxx Xxxxxx Bank and
Trust Company of
Connecticut, National
Association
|
|
|
30137318 |
|
|
|
12/31/02 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Bank Hapoalim B.M., New
York Branch, as Assignee
|
|
|
30137409 |
|
|
|
12/31/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Bank Hapoalim B.M., New
York Branch, as Assignee
|
|
|
30137482 |
|
|
|
12/31/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Bank Hapoalim B.M., New
York Branch, as Assignee
|
|
|
30137540 |
|
|
|
12/31/02 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30170111 |
|
|
|
01/21/03 |
|
|
In Lieu Filing of
Financing Statement No.
060199803942, Filed on
03/02/98, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30171432 |
|
|
|
01/21/03 |
|
|
In Lieu Filing of
Financing Statement No.
696572, Filed on
05/05/88, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30182405 |
|
|
|
01/22/03 |
|
|
In Lieu Filing of
Financing Statement No.
794304, Filed on
06/23/93, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30182637 |
|
|
|
01/22/03 |
|
|
In Lieu Filing of
Financing Statement No.
794303, Filed on
06/23/93, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30186786 |
|
|
|
01/22/03 |
|
|
In Lieu Filing of
Financing Statement No.
060199803945, Filed on
03/02/98, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30198062 |
|
|
|
01/23/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30198658 |
|
|
|
01/23/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30219157 |
|
|
|
01/27/03 |
|
|
Equipment Lease |
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30221427 |
|
|
|
01/27/03 |
|
|
In Lieu Filing of
Financing Statement No.
739511, Filed on
06/19/90, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30256886 |
|
|
|
01/29/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30257595 |
|
|
|
01/29/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30258510 |
|
|
|
01/29/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
43139435 |
|
|
|
11/08/04 |
|
|
Amendment to Collateral
Description (30258510) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30266125 |
|
|
|
01/30/03 |
|
|
In Lieu Filing of
Financing Statement No.
699283, Filed on
06/23/88, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as Loan
Trustee
|
|
|
30267594 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association
|
|
|
30271315 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association
|
|
|
30271372 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as Loan
Trustee
|
|
|
30271422 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as Loan
Trustee
|
|
|
30271455 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as Loan
Trustee
|
|
|
30271505 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as Loan
Trustee
|
|
|
30271539 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as Loan
Trustee
|
|
|
30271562 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as Loan
Trustee
|
|
|
30271596 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as Loan
Trustee
|
|
|
30271661 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as Loan
Trustee
|
|
|
30271695 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as Loan
Trustee
|
|
|
30271729 |
|
|
|
01/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30336522 |
|
|
|
02/06/03 |
|
|
In Lieu Filing of
Financing Statement No.
698870, Filed on
06/16/88, in Xxxxxx
County, GA |
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30337322 |
|
|
|
02/06/03 |
|
|
In Lieu Filing of
Financing Statement No.
699285, Filed on
06/23/88, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30337629 |
|
|
|
02/06/03 |
|
|
In Lieu Filing of
Financing Statement No.
699284, Filed on
06/23/88, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30376122 |
|
|
|
02/12/03 |
|
|
In Lieu Filing of
Financing Statement No.
699828, Filed on
06/23/88, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30376551 |
|
|
|
02/12/03 |
|
|
In Lieu Filing of
Financing Statement No.
699286, Filed on
06/23/88, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30378607 |
|
|
|
02/12/03 |
|
|
In Lieu Filing of
Financing Statement No.
756856, Filed on
04/18/91, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30384696 |
|
|
|
02/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
757150, Filed on
04/25/91, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30389141 |
|
|
|
02/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
060199817798, Filed on
08/25/88, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York
|
|
|
00000000 |
|
|
|
02/19/03 |
|
|
In Lieu Filing of
Financing Statement No.
740002, Filed on
06/27/90, in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30448251 |
|
|
|
02/24/03 |
|
|
In Lieu Filing of
Financing Statement No.
657029, Filed on
06/30/86 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
62794386 |
|
|
|
08/11/06 |
|
|
Assignment of
Wilmington Trust
Company, as Owner
Trustee (30448251) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30449259 |
|
|
|
02/24/03 |
|
|
In Lieu Filing of
Financing Statement No.
657028, Filed on
06/30/86 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
62793883 |
|
|
|
08/11/06 |
|
|
Assignment of
Wilmington Trust
Company, as Owner
Trustee (30449259) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30450034 |
|
|
|
02/24/03 |
|
|
In Lieu Filing of
Financing Statement No.
745354, Filed on
09/27/90 in Xxxxxx
County, GA |
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30452634 |
|
|
|
02/24/03 |
|
|
In Lieu Filing of
Financing Statement No.
750426, Filed on
12/27/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30454275 |
|
|
|
02/24/03 |
|
|
In Lieu Filing of
Financing Statement No.
753475, Filed on
02/14/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30455074 |
|
|
|
02/24/03 |
|
|
In Lieu Filing of
Financing Statement No.
753474, Filed on
02/14/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30456130 |
|
|
|
02/24/03 |
|
|
In Lieu Filing of
Financing Statement No.
754296, Filed on
03/01/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
60456650 |
|
|
|
02/24/03 |
|
|
In Lieu Filing of
Financing Statement No.
755418, Filed on
03/22/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30533532 |
|
|
|
03/05/03 |
|
|
In Lieu Filing of
Financing Statement No.
05/18/88, Filed on
05/18/88 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30538093 |
|
|
|
03/05/03 |
|
|
In Lieu Filing of
Financing Statement No.
760374, Filed on
06/27/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30538792 |
|
|
|
03/05/03 |
|
|
In Lieu Filing of
Financing Statement No.
760443, Filed on
06/28/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30539034 |
|
|
|
03/05/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30539869 |
|
|
|
03/05/03 |
|
|
In Lieu Filing of
Financing Statement No.
000809124, Filed on
04/11/94 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30559412 |
|
|
|
03/07/03 |
|
|
In Lieu Filing of
Financing Statement No.
701607, Filed on
08/03/88 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30562150 |
|
|
|
03/07/03 |
|
|
In Lieu Filing of
Financing Statement No.
701608, Filed on
08/03/88 in Xxxxxx
County, GA |
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30571839 |
|
|
|
03/10/03 |
|
|
In Lieu Filing of
Financing Statement No.
702021, Filed on
08/11/88 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30572902 |
|
|
|
03/10/03 |
|
|
In Lieu Filing of
Financing Statement No.
745355, Filed on
09/27/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30574221 |
|
|
|
03/10/03 |
|
|
In Lieu Filing of
Financing Statement No.
745356, Filed on
09/27/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30574593 |
|
|
|
03/10/03 |
|
|
In Lieu Filing of
Financing Statement No.
738794, Filed on
06/06/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30574981 |
|
|
|
03/10/03 |
|
|
In Lieu Filing of
Financing Statement No.
738793, Filed on
06/06/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30576242 |
|
|
|
03/10/03 |
|
|
In Lieu Filing of
Financing Statement No.
738792, Filed on
06/06/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30576861 |
|
|
|
03/10/03 |
|
|
In Lieu Filing of
Financing Statement No.
738791, Filed on
06/06/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30577596 |
|
|
|
03/10/03 |
|
|
In Lieu Filing of
Financing Statement No.
740003, Filed on
06/27/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a/ Xxxxxxx
Equipment Leasing Company
|
|
|
30603921 |
|
|
|
02/10/03 |
|
|
In Lieu Filing of
Financing Statement No.
09-996982, Filed on
04/10/01 in Caddo
Parish, LA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30614043 |
|
|
|
03/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
745353, Filed on
09/27/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30617046 |
|
|
|
03/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
745352, Filed on
09/27/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30619372 |
|
|
|
03/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
745351, Filed on
09/27/90 in Xxxxxx
County, GA |
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30620008 |
|
|
|
03/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
745350, Filed on
09/27/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30621055 |
|
|
|
03/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
750427, Filed on
09/27/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30623192 |
|
|
|
03/13/03 |
|
|
In Lieu Filing of
Financing Statement No.
760376, Filed on
06/27/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30619437 |
|
|
|
03/17/03 |
|
|
In Lieu Filing of
Financing Statement No.
750428, Filed on
09/27/90 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30654379 |
|
|
|
03/17/03 |
|
|
In Lieu Filing of
Financing Statement No.
759211, Filed on
06/06/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30654668 |
|
|
|
03/17/03 |
|
|
In Lieu Filing of
Financing Statement No.
759210, Filed on
06/06/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30655129 |
|
|
|
03/17/03 |
|
|
In Lieu Filing of
Financing Statement No.
759212, Filed on
06/06/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30655574 |
|
|
|
03/17/03 |
|
|
In Lieu Filing of
Financing Statement No.
760377, Filed on
06/27/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York —
BNY Business Center, Inc.,
as Indenture Trustee
|
|
|
30672884 |
|
|
|
02/26/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30683592 |
|
|
|
03/19/03 |
|
|
In Lieu Filing of
Financing Statement No.
759214, Filed on
06/06/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30684855 |
|
|
|
03/19/03 |
|
|
In Lieu Filing of
Financing Statement No.
759213, Filed on
06/06/91 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30685829 |
|
|
|
03/19/03 |
|
|
In Lieu Filing of
Financing Statement No.
760375, Filed on
06/27/91 in Xxxxxx
County, GA |
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
General Electric Capital
Corporation
|
|
|
30687015 |
|
|
|
03/19/03 |
|
|
In Lieu Filing of
Financing Statement No.
060199819195, Filed on
09/16/98 in Xxxxxx
County, GA
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric Capital
Corporation
|
|
|
30687791 |
|
|
|
03/19/03 |
|
|
In Lieu Filing of
Financing Statement No.
060199819198, Filed on
09/16/98 in Xxxxxx
County, GA
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric Capital
Corporation
|
|
|
30688369 |
|
|
|
03/19/03 |
|
|
In Lieu Filing of
Financing Statement No.
060199819196, Filed on
09/16/98 in Xxxxxx
County, GA
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric Capital
Corporation
|
|
|
30688872 |
|
|
|
03/19/03 |
|
|
In Lieu Filing of
Financing Statement No.
060199819197, Filed on
09/16/98 in Xxxxxx
County, GA
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Finova Capital Corporation
|
|
|
30806193 |
|
|
|
03/28/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Finova Capital Corporation
|
|
|
32166976 |
|
|
|
08/20/03 |
|
|
Termination of 30806193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Finova Capital Corporation
|
|
|
30806367 |
|
|
|
03/28/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Finova Capital Corporation
|
|
|
32167180 |
|
|
|
08/20/03 |
|
|
Termination of 30806367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Finova Capital Corporation
|
|
|
30806896 |
|
|
|
03/28/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Finova Capital Corporation
|
|
|
32167396 |
|
|
|
08/20/03 |
|
|
Termination of 30806896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
State Street Bank and
Trust Company
|
|
|
30870710 |
|
|
|
04/03/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30900707 |
|
|
|
04/07/03 |
|
|
In Lieu Filing of
Financing Statement No.
799052, Filed on
09/27/93 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Credit LLC
|
|
|
30908395 |
|
|
|
04/08/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
30977762 |
|
|
|
04/15/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
61283654 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (3097762) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
30977986 |
|
|
|
04/15/03 |
|
|
Equipment Lease |
25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
61283696 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (30977986) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
30978125 |
|
|
|
04/15/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
61283704 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (30978125) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
30978224 |
|
|
|
04/15/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
61283712 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (30978224) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
30978349 |
|
|
|
04/15/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
61283662 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (30978349) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
30979362 |
|
|
|
04/15/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
61283621 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (30979362) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
|
30991169 |
|
|
|
04/16/03 |
|
|
In Lieu Filing of
Financing Statement No.
698101, Filed on
06/02/88 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
31113904 |
|
|
|
04/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
31114118 |
|
|
|
04/30/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
31116667 |
|
|
|
04/16/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
42906255 |
|
|
|
10/15/04 |
|
|
Amendment to Collateral
Description (31116667) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
31116832 |
|
|
|
04/16/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
42906032 |
|
|
|
10/15/04 |
|
|
Amendment to Collateral
Description (31116832) |
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the Loan
Trustee
|
|
|
61284249 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (3116832) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Corporation
|
|
|
31122004 |
|
|
|
04/17/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IBM Corporation
|
|
|
31826661 |
|
|
|
6/12/2003 |
|
|
Termination
(referencing 31122004) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Credit LLC
|
|
|
31132938 |
|
|
|
05/01/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31187379 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61283746 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (31187379) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31187577 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61283761 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (31187577) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31187882 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61284074 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (31187882) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31188146 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61284090 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (31188146) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31188757 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61284124 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (31188757) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31188849 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61284181 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (3118849) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31189094 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61284199 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (31189094) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31189391 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61284207 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (31189391) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31189524 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31189649 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
27
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61283381 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (31189524) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61283399 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (31189649) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31189722 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61283407 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (31189722) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
31189854 |
|
|
|
05/08/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank Trust National
Association, as the
Trustee
|
|
|
61283415 |
|
|
|
04/17/06 |
|
|
Amendment to Collateral
Description (31189854) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet Corporation
|
|
|
31457202 |
|
|
|
06/10/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet Corporation
|
|
|
31457624 |
|
|
|
06/10/03 |
|
|
Termination of 31457202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
HSH Nordbank AG, New York
Branch, as Agent
|
|
|
31479602 |
|
|
|
06/11/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Octagon Process, Inc.
|
|
|
32023334 |
|
|
|
08/05/03 |
|
|
Specific Fluid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
32069006 |
|
|
|
07/21/03 |
|
|
In Lieu Filing of
Financing Statement No.
0004851, Filed on
03/30/00 in NV, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Lieu Filing of
Financing Statement No.
0104092, Filed on
03/21/01 in NV, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Lieu Filing of
Financing Statement No.
0106692, Filed on
03/07/01 in NV, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Credit LLC
|
|
|
32285487 |
|
|
|
08/12/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet Corporation
|
|
|
32341256 |
|
|
|
08/21/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Corporation
|
|
|
32568403 |
|
|
|
10/02/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Corporation
|
|
|
32905605 |
|
|
|
11/05/03 |
|
|
Termination of 32568403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lombard Aviation Capital
Limited
|
|
|
32672072 |
|
|
|
10/14/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)
|
|
|
50231176 |
|
|
|
01/20/05 |
|
|
Termination of 32672072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lombard Aviation Capital
Limited
|
|
|
32672288 |
|
|
|
10/14/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)
|
|
|
50541442 |
|
|
|
02/17/05 |
|
|
Termination of 32672288 |
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Lombard Aviation Capital
Limited
|
|
|
32672338 |
|
|
|
10/14/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lombard Aviation Capital
Limited
|
|
|
32672403 |
|
|
|
10/14/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)
|
|
|
50637273 |
|
|
|
02/28/05 |
|
|
Termination of 32672338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)
|
|
|
50586421 |
|
|
|
02/23/05 |
|
|
Termination of 32672403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lombard Aviation Capital
Limited
|
|
|
62372445 |
|
|
|
10/14/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)
|
|
|
50801507 |
|
|
|
03/14/05 |
|
|
Termination of 32672445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lombard Aviation Capital
Limited
|
|
|
32672494 |
|
|
|
10/14/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)
|
|
|
51197160 |
|
|
|
04/14/05 |
|
|
Termination of 32672494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lombard Aviation Capital
Limited
|
|
|
32672528 |
|
|
|
10/14/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)
|
|
|
51248633 |
|
|
|
04/22/05 |
|
|
Termination of 32672528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lombard Aviation Capital
Limited
|
|
|
32672585 |
|
|
|
10/14/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)
|
|
|
51583153 |
|
|
|
05/23/05 |
|
|
Termination of 32672585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lombard Aviation Capital
Limited
|
|
|
32672627 |
|
|
|
10/14/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)
|
|
|
51383125 |
|
|
|
05/05/05 |
|
|
Termination of 32672627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lombard Aviation Capital
Limited
|
|
|
32672668 |
|
|
|
10/14/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)
|
|
|
51954982 |
|
|
|
06/24/05 |
|
|
Termination of 32672668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lombard Aviation Capital
Limited
|
|
|
32672684 |
|
|
|
10/14/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
RBS Aerospace (f/k/a
Lombard Aviation Capital
Limited)
|
|
|
52255454 |
|
|
|
07/21/05 |
|
|
Termination of 32672684 |
29
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
IBM Credit LLC
|
|
|
32683418 |
|
|
|
10/02/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
32804584 |
|
|
|
10/21/03 |
|
|
In Lieu Filing of
Financing Statement No.
223853, Filed on
11/20/00 in NY, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Lieu Filing of
Financing Statement No.
095041, Filed on
05/15/00 in NY, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Lieu Filing of
Financing Statement No.
00-433645, Filed on
02/17/00 in TX, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Lieu Filing of
Financing Statement No.
010507 7396, Filed on
05/07/01 in VA, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Lieu Filing of
Financing Statement No.
980000253360, Filed on
11/13/98 in FL, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CIT Communications Finance
Corporation
|
|
|
32904251 |
|
|
|
11/05/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Hewlett-Packard Financial
Services Company
|
|
|
32980780 |
|
|
|
11/12/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33107946 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33108373 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33108688 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33109413 |
|
|
|
11/25/03 |
|
|
Termination of 33108688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33108886 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33108969 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33109488 |
|
|
|
11/25/03 |
|
|
Termination of 31108969 |
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33109074 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33109264 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33109496 |
|
|
|
11/25/03 |
|
|
Termination of 33109264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33109322 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33109579 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33109686 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33109785 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as Security
Trustee
|
|
|
33109918 |
|
|
|
11/25/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet Corporation
|
|
|
33245217 |
|
|
|
12/10/03 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Corporation
|
|
|
33372763 |
|
|
|
12/22/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Corporation
|
|
|
33382044 |
|
|
|
12/23/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Corporation
|
|
|
40563298 |
|
|
|
02/27/04 |
|
|
Termination of 33382044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Credit LLC
|
|
|
40027716 |
|
|
|
12/19/03 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
40397895 |
|
|
|
01/23/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
40500241 |
|
|
|
02/09/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
40685182 |
|
|
|
03/08/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avaya, Inc.
|
|
|
40729162 |
|
|
|
3/16/2004 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
40809964 |
|
|
|
03/16/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Credit LLC
|
|
|
40997363 |
|
|
|
04/08/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Fleet Corporation
|
|
|
41192675 |
|
|
|
4/29/2004 |
|
|
Equipment |
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
First Fleet Corporation
|
|
|
41192675 |
|
|
|
04/29/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Banc of America Leasing &
Capital, LLC
|
|
|
41202458 |
|
|
|
04/29/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Banc of America Leasing &
Capital, LLC
|
|
|
43579242 |
|
|
|
12/20/04 |
|
|
Amendment to Collateral
Description (41202458) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
41316126 |
|
|
|
04/23/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
41257734 |
|
|
|
04/19/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
TLD America Corporation
|
|
|
41352154 |
|
|
|
05/14/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
TLD America Corporation
|
|
|
41621913 |
|
|
|
05/27/04 |
|
|
Amendment to Collateral
Description (41352154) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
TLD America Corporation
|
|
|
41621921 |
|
|
|
05/27/04 |
|
|
Amendment to Collateral
Description (41352154) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
TLD America Corporation
|
|
|
42494401 |
|
|
|
05/27/04 |
|
|
Amendment to Collateral
Description (41352154) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
41701004 |
|
|
|
06/07/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
AFS Investments XXVII LLC
|
|
|
42024828 |
|
|
|
07/19/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
AFS Investments XXVII LLC
|
|
|
42024877 |
|
|
|
07/19/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
AFS Investments XXVII LLC
|
|
|
42024919 |
|
|
|
07/19/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GE Engine Services, Inc.
|
|
|
42110304 |
|
|
|
7/27/2004 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
42196998 |
|
|
|
07/29/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GE Engine Services, Inc.
|
|
|
43303965 |
|
|
|
11/23/2004 |
|
|
Amendment (referencing
42110304) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Boelng Company
|
|
|
42594192 |
|
|
|
09/15/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Citibank, N.A.
|
|
|
00000000 |
|
|
|
8/27/2004 |
|
|
Pledge Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Boelng Company
|
|
|
42732115 |
|
|
|
09/29/04 |
|
|
Termination of 42594192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric Capital
Business Asset Funding
Corporation
|
|
|
42683037 |
|
|
|
09/23/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Fleet Corporation,
as Trustee fro Delta B
Trust
|
|
|
42949867 |
|
|
|
10/20/2004 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Fleet Corporation
|
|
|
42949891 |
|
|
|
10/20/2004 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Fleet Corporation
|
|
|
42950121 |
|
|
|
10/20/2004 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet as Trustee for
Delta A Trust
|
|
|
42950105 |
|
|
|
10/20/04 |
|
|
Equipment Lease |
32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
The X.X. Xxxxxxxx Company,
Commercial Wheel and Brake
Division
|
|
|
42961193 |
|
|
|
10/20/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The X.X. Xxxxxxxx Company,
Commercial Wheel and Brake
Division
|
|
|
42961219 |
|
|
|
10/20/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet Corporation
|
|
|
42965483 |
|
|
|
10/21/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
43025113 |
|
|
|
10/27/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
51517466 |
|
|
|
05/17/05 |
|
|
Amendment to Collateral
Description (43025113) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
43030170 |
|
|
|
10/27/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
43093863 |
|
|
|
10/27/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric Capital
Corporation, as Collateral
Agent for the Secured
Parties
|
|
|
43392018 |
|
|
|
12/02/04 |
|
|
Real Property |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express Travel
Related Service Company,
Inc., as Collateral Agent
|
|
|
43400605 |
|
|
|
12/02/04 |
|
|
Blanket Lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express Travel
Related Service Company,
Inc.
|
|
|
50900457 |
|
|
|
03/22/05 |
|
|
Amendment to Collateral
Description (43400605) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express Travel
Related Service Company,
Inc.
|
|
|
51573311 |
|
|
|
05/20/05 |
|
|
Amendment to Collateral
Description (43400605) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express Travel
Related Service Company,
Inc.
|
|
|
52520204 |
|
|
|
08/12/05 |
|
|
Amendment to Collateral
Description (43400605) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express Travel
Related Service Company,
Inc., as Collateral Agent
|
|
|
52911411 |
|
|
|
09/20/05 |
|
|
Termination of 43400605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Corporation
|
|
|
43423466 |
|
|
|
12/06/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
IBM Corporation
|
|
|
43425107 |
|
|
|
12/06/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York Trust
Company, N.A., as Trustee
|
|
|
43445782 |
|
|
|
12/06/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
43492727 |
|
|
|
12/08/04 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
43510437 |
|
|
|
12/13/04 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
50176421 |
|
|
|
01/12/05 |
|
|
In Lieu Filing of
Financing Statement No.
060200001832, Filed on
01/28/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
|
|
The Goodyear Tire & Rubber
Company
|
|
|
50176454 |
|
|
|
1/14/2005 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
|
50322165 |
|
|
|
01/28/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
|
50518077 |
|
|
|
02/08/05 |
|
|
In Lieu Filing of
Financing Statement No.
06020004484, Filed on
03/08/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Lieu Filing of
Financing Statement No.
1 20003135, Filed on
07/03/00 in Xxxxxxx
County, GA
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
50617564 |
|
|
|
02/14/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Boeing Company, for
itself and as agent for
its Affiliates
|
|
|
50700758 |
|
|
|
03/04/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Boeing Company, for
itself and as agent for
its Affiliates
|
|
|
50700832 |
|
|
|
03/04/05 |
|
|
Certificates |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Goodyear Tire & Rubber
Company
|
|
|
50798216 |
|
|
|
03/04/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Goodyear Tire & Rubber
Company
|
|
|
51494872 |
|
|
|
05/16/05 |
|
|
Termination of 50798216 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, not in its
individual capacity, but
solely as Owner Trustee
|
|
|
50799180 |
|
|
|
03/14/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
50870767 |
|
|
|
03/15/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887332 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887357 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887365 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887373 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887381 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887399 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887407 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887423 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887431 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887449 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887456 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887464 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887472 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887548 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887555 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887563 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887571 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887589 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887597 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887605 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887613 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887621 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887639 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887647 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887654 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887662 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887670 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887688 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887696 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50895830 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
50887613 |
|
|
|
03/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Union Commercial
Corporation, successor by
Merger to Wachovia Leasing
Corporation
|
|
|
50915828 |
|
|
|
03/24/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric Capital
Corporation
|
|
|
50900432 |
|
|
|
03/22/05 |
|
|
Amendment to Collateral
Description ( 43375955) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric Capital
Corporation
|
|
|
43375955 |
|
|
|
12/01/04 |
|
|
Blanket Lien1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric Capital
Corporation
|
|
|
51573337 |
|
|
|
05/20/05 |
|
|
Amendment to Collateral
Description ( 43375955) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric Capital
Corporation
|
|
|
52520170 |
|
|
|
08/12/05 |
|
|
Amendment to Collateral
Description ( 43375955) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Air Liquide Industrial U S
LP
|
|
|
51001388 |
|
|
|
04/01/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Air Liquide Industrial U S
LP
|
|
|
52833094 |
|
|
|
09/13/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
51173633 |
|
|
|
04/15/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
51319384 |
|
|
|
04/21/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
C.I.T. Leasing Corporation
|
|
|
51412551 |
|
|
|
05/19/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
C.I.T. Leasing Corporation
|
|
|
51412627 |
|
|
|
05/19/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
C.I.T. Leasing Corporation
|
|
|
51412650 |
|
|
|
05/19/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
C.I.T. Leasing Corporation
|
|
|
51412734 |
|
|
|
05/19/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
51448811 |
|
|
|
04/28/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51453977 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454017 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454116 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
1 |
|
Lien to be released at closing. |
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454132 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454173 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454215 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454249 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454256 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454264 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454280 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454322 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454355 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454389 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454405 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454413 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank, N.A., as Loan
Trustee
|
|
|
51454421 |
|
|
|
05/11/05 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CEF 2002 Aircraft, LLC
|
|
|
51522920 |
|
|
|
5/17/2005 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
51537597 |
|
|
|
05/18/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
51551564 |
|
|
|
05/19/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
51553222 |
|
|
|
05/19/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
51554543 |
|
|
|
05/19/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
51551564 |
|
|
|
05/19/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
|
51555136 |
|
|
|
05/19/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
C.I.T. Leasing Corporation
|
|
|
51601674 |
|
|
|
05/24/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
51616540 |
|
|
|
05/25/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
51616672 |
|
|
|
05/25/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
51680579 |
|
|
|
06/01/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
51680678 |
|
|
|
06/01/05 |
|
|
Equipment Lease |
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
51743393 |
|
|
|
05/26/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
51758128 |
|
|
|
05/31/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
51827097 |
|
|
|
06/14/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
51826842 |
|
|
|
06/14/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
51902478 |
|
|
|
06/16/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
51990895 |
|
|
|
06/28/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
51990929 |
|
|
|
06/28/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52086743 |
|
|
|
07/07/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52087154 |
|
|
|
07/07/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
52184050 |
|
|
|
07/06/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NCR Self-Service Travel LLC
|
|
|
52189000 |
|
|
|
7/15/2005 |
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52223502 |
|
|
|
07/19/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52223577 |
|
|
|
07/19/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
52238641 |
|
|
|
07/12/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52367127 |
|
|
|
08/01/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52367283 |
|
|
|
08/01/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52414218 |
|
|
|
08/04/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52414424 |
|
|
|
08/04/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52494491 |
|
|
|
08/11/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52494640 |
|
|
|
08/11/05 |
|
|
Equipment Lease |
38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
|
|
|
|
|
|
|
|
|
Searched |
|
Index Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
52542612 |
|
|
|
08/16/05 |
|
|
In Lieu Filing for
Financing Statement No.
06020021418, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
52542844 |
|
|
|
08/16/05 |
|
|
In Lieu Filing for
Financing Statement No.
06020021419, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
52543552 |
|
|
|
08/16/05 |
|
|
In Lieu Filing for
Financing Statement No.
060200021420, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
52544048 |
|
|
|
08/16/05 |
|
|
In Lieu Filing for
Financing Statement No.
06020021421, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
|
52566264 |
|
|
|
08/12/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52573633 |
|
|
|
08/18/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52573682 |
|
|
|
08/18/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52612142 |
|
|
|
08/22/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
|
52612290 |
|
|
|
08/22/05 |
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
52622703 |
|
|
|
08/23/05 |
|
|
In Lieu Filing for
Financing Statement No.
060200021422, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
|
52623131 |
|
|
|
08/23/05 |
|
|
In Lieu Filing for
Financing Statement No.
06020021423, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
39
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52623255 |
|
08/23/05
|
|
In Lieu Filing for
Financing Statement No.
06020021424, Filed on
11/16/00 in Xxxxxx
County, GA
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52624378 |
|
08/23/05
|
|
In Lieu Filing for
Financing Statement No.
060200021425, Filed on
11/16/00 in Xxxxxx
County, GA
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52624691 |
|
08/23/05
|
|
In Lieu Filing for
Financing Statement No.
52624691, Filed on
11/16/00 in Xxxxxx
County, GA
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52625011 |
|
08/23/05
|
|
In Lieu Filing for
Financing Statement No.
060200021427, Filed on
11/16/00 in Xxxxxx
County, GA
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52625227 |
|
08/23/05
|
|
In Lieu Filing for
Financing Statement No.
06020021428, Filed on
11/16/00 in Xxxxxx
County, GA
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52625466 |
|
08/23/05
|
|
In Lieu Filing for
Financing Statement No.
060200021429, Filed on
11/16/00 in Xxxxxx
County, GA
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
XXX Xxxxxxxxxxx
|
|
52708767 |
|
08/31/05
|
|
All Products |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Union Commercial
Corporation,
|
|
43295047 |
|
11/17/04
|
|
In Lieu Filing for
Financing Statement No.
060200000957, Filed on
01/13/00 in Xxxxxx
County, GA
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52738525 |
|
09/02/05
|
|
In Lieu Filing for
Financing Statement No.
060200021430, Filed on
11/16/00 in Xxxxxx
County, GA
Equipment |
40
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Volvo Aero Services LP
|
|
52784743 |
|
09/08/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
Wilmington Trust Company
|
|
52794221
52794577 |
|
|
09/09/05
9/9/2005
|
|
Equipment
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
52794890 |
|
09/09/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
52795004 |
|
09/09/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
52795087 |
|
09/09/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
52795236 |
|
09/09/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
52797596 |
|
09/09/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
52797810 |
|
09/09/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wilmington Trust Company
|
|
52798388 |
|
09/09/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
52817006 |
|
09/06/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
52820299 |
|
09/13/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Bank National
Association;
|
|
52820414 |
|
9/13/2005
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assignor Secured Party: |
|
|
|
|
|
|
|
|
|
|
|
|
Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The CIT Group/Equipment
Financing, Inc.
|
|
52833300 |
|
09/0805
|
|
In Lieu Filing for
Financing Statement No.
31 2005538, Filed on
11/17/00 in GA, SOS
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Boeing Company
|
|
52837665 |
|
09/13/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Union Commercial
Corporation, successor by
merger to Corestates
Leasing, Inc.
|
|
52841592 |
|
09/14/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Union Commercial
Corporation, successor by
merger to Corestates
Leasing, Inc.
|
|
52841865 |
|
09/14/05
|
|
Amendment to Secured
Party Information
(52841592) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Union Commercial
Corporation, successor by
merger to Wachovia Leasing
Corporation
|
|
52841717 |
|
09/14/05
|
|
Equipment |
41
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52875814 |
|
09/16/05
|
|
In Lieu Filing for
Financing Statement No.
060200021431, Filed on
11/16/00 in Xxxxxx
County, GA
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52876515 |
|
09/16/05
|
|
In Lieu Filing for
Financing Statement No.
060200021433, Filed on
11/16/00 in Xxxxxx
County, GA
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52876416 |
|
9/16/2005
|
|
In Lieu Filing for
Financing Statement No.
060200021432, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52876606 |
|
09/16/05
|
|
In Lieu Filing for
Financing Statement No.
060200021434, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52876663 |
|
09/16/05
|
|
In Lieu Filing for
Financing Statement No.
060200021435, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric Capital
Corporation
|
|
52877695 |
|
09/16/05
|
|
Blanket Lien2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52939016 |
|
09/22/05
|
|
In Lieu Filing for
Financing Statement No.
060200021436, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52948488 |
|
09/23/05
|
|
Amendment to Collateral
Description (52939016) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52939230 |
|
09/22/05
|
|
In Lieu Filing for
Financing Statement No.
06020021437, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
2 Lien to be released at closing.
42
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52947944 |
|
09/23/05
|
|
Amendment to Collateral
Description (52939230) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52948157 |
|
09/23/05
|
|
Amendment to Collateral
Description (52939230) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52939750 |
|
09/22/05
|
|
In Lieu Filing for
Financing Statement No.
060200021438, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta Air Lines, Inc.
|
|
52948223 |
|
9/23/2005
|
|
Amendment (referencing
52939750) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52940469 |
|
09/22/05
|
|
In Lieu Filing for
Financing Statement No.
060200021439, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52941327 |
|
09/22/05
|
|
In Lieu Filing for
Financing Statement No.
060200021440, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express Travel
Related Services Company,
Inc., as Collateral Agent
|
|
52943125 |
|
09/22/05
|
|
Blanket Lien3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52950393 |
|
09/23/05
|
|
In Lieu Filing for
Financing Statement No.
060200021441, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52950575 |
|
09/23/05
|
|
In Lieu Filing for
Financing Statement No.
060200021455, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52950815 |
|
09/23/05
|
|
In Lieu Filing for
Financing Statement No.
060200021456, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
3 Lien to be released at closing.
43
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52950906 |
|
09/23/05
|
|
In Lieu Filing for
Financing Statement No.
060200021414, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52951383 |
|
09/23/05
|
|
In Lieu Filing for
Financing Statement No.
060200021415, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52951987 |
|
09/23/05
|
|
In Lieu Filing for
Financing Statement No.
060200021416, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52952159 |
|
09/23/05
|
|
In Lieu Filing for
Financing Statement No.
06020021417, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52952597 |
|
09/23/05
|
|
In Lieu Filing for
Financing Statement No.
060200021442, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52953579 |
|
09/23/05
|
|
In Lieu Filing for
Financing Statement No.
060200021443, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52953967 |
|
09/23/05
|
|
In Lieu Filing for
Financing Statement No.
06020021444, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
52957786 |
|
09/19/05
|
|
Equipment Lease |
44
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52973205 |
|
09/26/05
|
|
In Lieu Filing for
Financing Statement No.
060200021445, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52973809 |
|
09/26/05
|
|
Amendment to Debtor
Information (52973205) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52973338 |
|
09/26/05
|
|
In Lieu Filing for
Financing Statement No.
060200021446, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52975820 |
|
09/26/05
|
|
In Lieu Filing for
Financing Statement No.
060200021447, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52976067 |
|
09/26/05
|
|
In Lieu Filing for
Financing Statement No.
060200021448, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52981695 |
|
09/27/05
|
|
In Lieu Filing for
Financing Statement No.
06020021449, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52985464 |
|
09/27/05
|
|
In Lieu Filing for
Financing Statement No.
060200021450, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52985605 |
|
09/27/05
|
|
[No Description] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52986330 |
|
09/27/05
|
|
In Lieu Filing for
Financing Statement No.
060200021452, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
45
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52986439 |
|
09/27/05
|
|
In Lieu Filing for
Financing Statement No.
060200021453, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
52986660 |
|
09/27/05
|
|
In Lieu Filing for
Financing Statement No.
06020021454, Filed on
11/16/00 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
53320471 |
|
10/20/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric Capital
Corporation, as Collateral
Agent for the Secured
Parties
|
|
53321693 |
|
10/25/05
|
|
Real Property |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
53387199 |
|
10/27/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
53660546 |
|
11/18/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Financial
Services, Inc. successor by
merger to Wachovia Leasing
Corporation
|
|
53942605 |
|
12/20/05
|
|
In Lieu Filing for
Financing Statement No.
0602000106697, Filed on
04/10/01 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
CEF 2002 Aircraft, LLC
|
|
53955532 |
|
12/14/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Financial
Services, Inc. successor by
merger to Wachovia Leasing
Corporation
|
|
54035763 |
|
12/20/05
|
|
In Lieu Filing for
Financing Statement No.
0602000100582, Filed on
01/19/01 in Xxxxxx
County, GA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment |
|
|
|
02/23/07
|
|
The Bank of New York Trust
Company, N.A.
|
|
60135905 |
|
01/05/06
|
|
In Lieu Filing for
Financing Statement No.
85-274962, Filed on
11/13/85 in CA, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Lieu Filing for
Financing Statement No.
0000000000, Filed on
01/29/01 in CA,SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certain Space and
Facilities at LAX |
46
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
60343079 |
|
01/23/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
60473934 |
|
01/30/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
61136308 |
|
03/27/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
61374792 |
|
04/17/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
61497601 |
|
04/28/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
61589159 |
|
05/05/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York, as
Indenture Trustee
|
|
61722990 |
|
05/22/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
62020725 |
|
06/13/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
62020782 |
|
06/13/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
62117158 |
|
06/16/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxxxx Finance Company,
Inc. d/b/a Xxxxxxx
Equipment Leasing Company
|
|
62136380 |
|
06/21/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
62291672 |
|
07/03/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
62291730 |
|
07/03/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
62457455 |
|
07/17/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
62457505 |
|
07/17/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee
|
|
62765725 |
|
08/09/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee
|
|
62765899 |
|
08/09/06
|
|
[No Collateral
Information Provided] |
47
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee
|
|
63007002 |
|
08/29/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee
|
|
63272358 |
|
09/21/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee
|
|
63007093 |
|
08/29/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee
|
|
63272416 |
|
09/21*06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee
|
|
63007093 |
|
08/29/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee
|
|
63506995 |
|
10/11/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Wachovia Bank, National
Association, not in its
individual capacity, but
solely as owner trustee
|
|
63507027 |
|
10/11/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63530599 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63531217 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Xxxxx Fargo Bank Northwest,
N.A., as Trustee
|
|
63531605 |
|
10/11/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63532249 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63532777 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63581477 |
|
10/16/06
|
|
Termination of 63532777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63539491 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63581568 |
|
10/16/06
|
|
Termination of 63539491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63540515 |
|
10/12/06
|
|
Equipment |
48
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63539657 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63541026 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63542669 |
|
10/12/2006
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63541752 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63546108 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63546108 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63546413 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63546686 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63546710 |
|
10/12/2006
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63546777 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63546827 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63546876 |
|
10/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63546900 |
|
10/12/2006
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63553922 |
|
10/13/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63554136 |
|
10/13/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63555158 |
|
10/13/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, as Loan
Trustee
|
|
63555554 |
|
10/13/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York Trust
Company, N.A., as Indenture
Trustee
|
|
63604766 |
|
10/17/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York Trust
Company, N.A., as Indenture
Trustee
|
|
63604774 |
|
10/17/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
The Bank of New York Trust
Company, N.A., as Indenture
Trustee
|
|
63604782 |
|
10/17/06
|
|
Equipment Lease |
49
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
The Bank of New York Trust
Company, N.A., as Indenture
Trustee
|
|
63604790 |
|
10/17/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Manufactures and Traders
Trust Company, as Loan
Trustee
|
|
63802394 |
|
10/31/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Manufactures and Traders
Trust Company, as Loan
Trustee
|
|
63802444 |
|
10/31/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Advantage Sign Supply, Inc.
|
|
63932043 |
|
11/10/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
63989605 |
|
11/15/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association
|
|
63989878 |
|
11/15/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0100544 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0100684 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0100718 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0100684 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0102219 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0102276 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0102342 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0102425 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0102508 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0102797 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0102904 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0103019 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0103076 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0103100 |
|
01/09/07
|
|
Equipment |
50
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Aviation Capital Group Corp.
|
|
2007 0103167 |
|
01/09/07
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, not in its
individual capacity, but
solely as owner trustee
|
|
2007 0402163 |
|
01/31/07
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
U.S. Bank National
Association, not in its
individual capacity, but
solely as owner trustee
|
|
2007 0402353 |
|
01/31/07
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
DE — Federal Tax
Liens
|
|
02/23/07
|
|
Clear
|
|
Clear
|
|
Clear
|
|
Clear |
Delta Air Lines, Inc. Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
ASA Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cooperative
Authority, GA -
UCCs
|
|
02/22/07
|
|
General Electrical
Capital
Corporation, as
Collateral Agent
|
|
000-0000-00000 |
|
09/09/05
|
|
Blanket Lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
American Express
Travel Related
|
|
000-0000-00000 |
|
09/22/05
|
|
Termination of
000-0000-00000 |
|
|
|
|
Services Company,
Inc., as Collateral
Agent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
General Electrical
Capital
Corporation, as
Collateral Agent
|
|
000-0000-00000 |
|
12/02/05
|
|
Correction of
000-0000-000000. File No.
000-0000-000000 is void.
File No. 000-0000-000000
to remain active |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
General Electrical
Capital Corporation
|
|
000-0000-00000 |
|
09/19/05
|
|
Blanket Lien4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
000-0000-00000 |
|
09/23/05
|
|
Blanket Lien5 |
|
|
|
4 |
|
Lien to be released at closing. |
|
5 |
|
Lien to be released at closing. |
51
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
General Electrical
Capital
Corporation, as
Collateral Agent
|
|
000-0000-00000 |
|
11/09/05
|
|
Blanket Lien6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comair Holdings, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
DE — UCCs
|
|
02/23/07
|
|
United Rentals
|
|
50951963 |
|
03/29/05
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electrical
Capital Corporation
|
|
52877653 |
|
09/16/05
|
|
Blanket Lien7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
52942762 |
|
09/22/05
|
|
Blanket Lien8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
DE — Federal Tax
Liens
|
|
02/23/07
|
|
Clear
|
|
Clear
|
|
Clear
|
|
Clear |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comair Services,
Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
KY — UCCs
|
|
02/28/07
|
|
General Electrical
Capital Corporation
|
|
0000-0000000-00 |
|
09/19/05
|
|
Blanket Lien9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/28/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
0000-0000000-00 |
|
09/23/05
|
|
Blanket Lien10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comair, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
OH — UCCs
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
AE97065
Roll/Frame:
|
|
09/30/91
|
|
Equipment Lease |
|
|
|
|
|
|
/1276_1085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
71119603801
Roll/Frame:
|
|
07/11/96
|
|
Continuation of AE97065 |
|
|
|
|
|
|
/1621_2719 |
|
|
|
|
|
|
|
6 |
|
Lien to be released at closing. |
|
7 |
|
Lien to be released at closing. |
|
8 |
|
Lien to be released at closing. |
|
9 |
|
Lien to be released at closing. |
|
10 |
|
Lien to be released at closing. |
52
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
4119705902
Roll/Frame:
/1663_0777
|
|
04/11/97
|
|
Amendment of AE97065
(change in collateral
description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20011160108
Roll/Frame:
/200111009858
|
|
04/18/01
|
|
Amendment of AE97065
(change in Debtor’s
address) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20011780818
Roll/Frame:
|
|
06/22/01
|
|
Continuation of AE97065 |
|
|
|
|
|
|
/200117701844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20061430418
Roll/Frame:
|
|
05/22/06
|
|
Continuation of AE97065 |
|
|
|
|
|
|
/200614301008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
AE97066
Roll/Frame:
|
|
09/30/91
|
|
Equipment Lease |
|
|
|
|
|
|
/1276_1089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
0000000000
Roll/Frame:
|
|
07/11/96
|
|
Continuation of AE97066 |
|
|
|
|
|
|
/1621_2718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20011160110
Roll/Frame:
/200111009860
|
|
04/18/01
|
|
Amendment of AE97066
(change in Debtor’s
address) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20011990602
Roll/Frame:
|
|
07/10/01
|
|
Continuation of AE97066 |
|
|
|
|
|
|
/200119900964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
|
|
20022900080
Roll/Frame:
/200229001286
|
|
10/15/02
|
|
COR (internal office
correction of explanation
code for AE97066) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20060960628
Roll/Frame:
|
|
04/06/06
|
|
Continuation of AE97066 |
|
|
|
|
|
|
/200609602092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20063480060
Roll/Frame:
|
|
12/13/06
|
|
Termination of AE97066 |
|
|
|
|
|
|
/200634801144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
AH09282
Roll/Frame:
|
|
12/03/91
|
|
Equipment Lease |
|
|
|
|
|
|
/1288_2907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
6189613803
Roll/Frame:
|
|
06/18/96
|
|
Continuation of AH09282 |
|
|
|
|
|
|
/1613_4583 |
|
|
|
|
53
|
|
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|
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|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
2003470472
Roll/Frame:
/200034700538
|
|
11/02/00
|
|
Amendment of AH09282
(change in collateral
description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20012780362
Roll/Frame:
/200127802116
|
|
04/18/01
|
|
Amendment of
AH09282(change in
Debtor’s address) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
|
|
20012410446
Roll/Frame:
/200124003358
|
|
08/28/01
|
|
COR (internal office
correction of AH09282) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20012480220
Roll/Frame:
|
|
09/04/01
|
|
Continuation of AH09282 |
|
|
|
|
|
|
/200124801770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20012480220
Roll/Frame:
/200124801770
|
|
09/04/01
|
|
Amendment of AH09282
(change in Debtor’s
address) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
|
|
20012780360
Roll/Frame:
/200127802114
|
|
10/05/01
|
|
COR (internal office
correction of AH09282) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20022030194
Roll/Frame:
/200220300516
|
|
07/18/02
|
|
Amendment of
AH09282(change in
collateral description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20061861126
Roll/Frame:
|
|
07/03/06
|
|
Continuation of AH09282 |
|
|
|
|
|
|
/200618601486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20063480064
Roll/Frame:
|
|
12/13/06
|
|
Termination of AH09282 |
|
|
|
|
|
|
/200634801148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
AH31586
Roll/Frame:
|
|
03/25/92
|
|
Equipment Lease |
|
|
|
|
|
|
/1313_0586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
10189613301
Roll/Frame:
|
|
10/18/96
|
|
Continuation of AH31586 |
|
|
|
|
|
|
/1637_1708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
02249735101
Roll/Frame:
|
|
02/24/97
|
|
Continuation of AH31586 |
|
|
|
|
|
|
/1653_0321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
04119705901
Roll/Frame:
/1663_07761
|
|
04/11/97
|
|
Amendment of AH31586
(change in collateral
description) |
54
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
AH31587
Roll/Frame:
|
|
03/25/92
|
|
Equipment Lease |
|
|
|
|
|
|
/1313_15901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
10189613302
Roll/Frame:
|
|
10/18/96
|
|
Continuation of AH31587 |
|
|
|
|
|
|
/1637_1709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
02249735102
Roll/Frame:
|
|
02/24/97
|
|
Continuation of AH31587 |
|
|
|
|
|
|
/1653_0322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Mellon Financial
Services Corporation #3
|
|
AH52830
Roll/Frame:
|
|
06/30/92
|
|
Equipment Lease |
|
|
|
|
|
|
/1357_1893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Mellon Financial
Services Corporation #3
|
|
6249700601
Roll/Frame:
|
|
06/24/97
|
|
Continuation of AH52830 |
|
|
|
|
|
|
/1673_3856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Mellon Financial
Services Corporation #3
|
|
20020730404
Roll/Frame:
|
|
03/12/02
|
|
Continuation of AH52830 |
|
|
|
|
|
|
/200207301604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Mellon Financial
Services Corporation #3
|
|
AH64860
Roll/Frame:
|
|
08/31/92
|
|
Equipment Lease |
|
|
|
|
|
|
/1360_2860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Mellon Financial
Services Corporation #3
|
|
06249700602
Roll/Frame:
|
|
06/24/97
|
|
Continuation of AH64860 |
|
|
|
|
|
|
/1673_3857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Mellon Financial
Services Corporation #3
|
|
20020730408
Roll/Frame:
|
|
03/12/02
|
|
Continuation of AH64860 |
|
|
|
|
|
|
/200207301606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Mellon Financial
Services
Corporation #3
|
|
200121960286
Roll/Frame:
/200219600174
|
|
07/11/02
|
|
Amendment to AH64860
(change in collateral
description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Star Bank National
Association
|
|
AL31144
Roll/Frame:
|
|
09/27/94
|
|
Specific Equipment |
|
|
|
|
|
|
/1513_3521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Firstar Bank, N.A.
|
|
19991060105
Roll/Frame:
/199910600801
|
|
03/22/99
|
|
Amendment of AL31144
(name of secured party
has changed to Firstar
Bank, N.A.) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Firstar Bank, N.A.
|
|
19991470107
Roll/Frame:
|
|
04/29/99
|
|
Continuation of AL31144 |
|
|
|
|
|
|
/199914700787 |
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
U.S. Bank NA The
Successor In
Interest To Firstar
Bank, N.A.
|
|
20040900236
Roll/Frame:
/200409002184
|
|
03/30/04
|
|
Continuation and
Amendment of AL31144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
U.S. Bank N.A., the
successor in interest to Firstar
Bank, N.A.
|
|
20050950816
Roll/Frame:
|
|
04/04/05
|
|
Termination of AL31144 |
|
|
|
|
|
|
/200509501956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Mellon Financial
Services Corporation #3
|
|
AN77502
Roll/Frame:
|
|
06/30/97
|
|
Equipment Lease |
|
|
|
|
|
|
/1674_1132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Mellon Financial
Services Corporation #3
|
|
20020730412
Roll/Frame:
|
|
03/12/02
|
|
Continuation of AN77502 |
|
|
|
|
|
|
/200207301608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Mellon Financial
Services
Corporation #3
|
|
20021960288
Roll/Frame:
/200219600176
|
|
07/11/02
|
|
Amendment of AN77502
(change in collateral
description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Security
Bank, National Association
|
|
AP0262300
Roll/Frame:
|
|
08/14/00
|
|
Specific Equipment |
|
|
|
|
|
|
/200023100061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Security
Bank, National
Association
|
|
20002950318
Roll/Frame:
/200029500120
|
|
10/11/00
|
|
Amendment to AP0262300
(new collateral
description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Security
Bank, National
Association
|
|
20020810110
Roll/Frame:
/200108101478
|
|
03/20/01
|
|
Amendment to AP0262300
(new collateral
description and change in
Debtor’s address) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
20013550090
Roll/Frame:
/200135501326
|
|
12/20/01
|
|
Amendment to AP0262300.
Secured Party of record
is now Xxxxx Fargo Bank
Northwest, N.A. New
collateral description. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
20013600214
Roll/Frame:
/200136000520
|
|
12/21/01
|
|
Amendment to AP0262300.
Secured Party of record
is now Xxxxx Fargo Bank
Northwest, N.A. New
collateral description. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association.
|
|
20050480422
Roll/Frame:
/200504800860
|
|
02/16/05
|
|
Amendment to AP0262300.
Secured Party of record
is now Xxxxx Fargo Bank
Northwest, National
Association |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association.
|
|
20050480426
Roll/Frame:
|
|
02/16/05
|
|
Continuation of AP0262300 |
|
|
|
|
|
|
/200504800862 |
|
|
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP280186
Roll/Frame:
|
|
09/14/00
|
|
Equipment Lease |
|
|
|
|
|
|
/200027000064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060466
Roll/Frame:
/200310501552
|
|
04/14/03
|
|
Amendment of AP280186
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association
|
|
20051020110
Roll/Frame:
|
|
04/08/05
|
|
Continuation of AP280186 |
|
|
|
|
|
|
/200510103136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP282471
Roll/Frame:
|
|
09/25/00
|
|
Equipment Lease |
|
|
|
|
|
|
/200028600018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060462
Roll/Frame:
/200310501548
|
|
04/14/03
|
|
Amendment of AP282471
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association
|
|
20051020112
Roll/Frame:
|
|
04/08/05
|
|
Continuation of AP282471 |
|
|
|
|
|
|
/200510103138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP282473
Roll/Frame:
|
|
09/25/00
|
|
Equipment Lease |
|
|
|
|
|
|
/200028600020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060482
Roll/Frame:
/200310501560
|
|
04/14/03
|
|
Amendment of AP282471
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association
|
|
20051020114
Roll/Frame:
|
|
04/08/05
|
|
Continuation of AP282473 |
|
|
|
|
|
|
/200510103140 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP282475
Roll/Frame:
|
|
09/25/00
|
|
Equipment Lease |
|
|
|
|
|
|
/200028600022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
00000000000
Roll/Frame:
/200310501546
|
|
04/14/03
|
|
Amendment of AP282475
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association
|
|
20051020116
Roll/Frame:
|
|
04/08/05
|
|
Continuation of AP282475 |
|
|
|
|
|
|
/200510103142 |
|
|
|
|
57
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP282478
Roll/Frame:
|
|
09/25/00
|
|
Equipment Lease |
|
|
|
|
|
|
/200028600024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060480
Roll/Frame:
/200310501558
|
|
04/14/03
|
|
Amendment of AP282478
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association
|
|
20051020118
Roll/Frame:
|
|
04/08/05
|
|
Continuation of AP282478 |
|
|
|
|
|
|
/200510103144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP288871
Roll/Frame:
|
|
10/27/00
|
|
Equipment Lease |
|
|
|
|
|
|
/200030700212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060468
Roll/Frame:
/200310501554
|
|
04/14/03
|
|
Amendment of AP288871
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association
|
|
20051650074
Roll/Frame:
|
|
06/13/05
|
|
Continuation of AP288871 |
|
|
|
|
|
|
/200516403110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP288873
Roll/Frame:
|
|
10/27/00
|
|
Equipment Lease |
|
|
|
|
|
|
/200030700214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060476
Roll/Frame:
/200310501556
|
|
04/14/03
|
|
Amendment of AP28887371
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060488
Roll/Frame:
/200310501566
|
|
04/14/03
|
|
Amendment of AP2888873
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association
|
|
20051650076
Roll/Frame:
|
|
06/13/05
|
|
Continuation of AP288873 |
|
|
|
|
|
|
/200516403112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP297326
Roll/Frame:
|
|
11/28/00
|
|
Equipment Lease |
|
|
|
|
|
|
/200034200568 |
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060484
Roll/Frame:
/200310501562
|
|
04/14/03
|
|
Amendment of AP297326
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association, as
Indenture Trustee
|
|
20052280334
Roll/Frame:
|
|
08/12/05
|
|
Continuation of AP297326 |
|
|
|
|
|
|
/200522800604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP297327
Roll/Frame:
|
|
11/28/00
|
|
Equipment Lease |
|
|
|
|
|
|
/200034200570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060490
Roll/Frame:
/200310501568
|
|
04/14/03
|
|
Amendment of AP297327
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association, as
Indenture Trustee
|
|
20052280332
Roll/Frame:
|
|
08/12/05
|
|
Continuation of AP297327 |
|
|
|
|
|
|
/200522800602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP301657
Roll/Frame:
|
|
12/21/00
|
|
Equipment Lease |
|
|
|
|
|
|
/200100200474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as
Lessor
|
|
20010670252
Roll/Frame:
/200100200474
|
|
03/02/01
|
|
Amendment of AP301657
(change in collateral
description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060496
Roll/Frame:
/200310501570
|
|
04/14/03
|
|
Amendment of AP301657
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association, as
Indenture Trustee
|
|
20052280330
Roll/Frame:
|
|
08/12/05
|
|
Continuation of AP301657 |
|
|
|
|
|
|
/200522800600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP301658
Roll/Frame:
|
|
12/21/00
|
|
Equipment Lease |
|
|
|
|
|
|
/200100200476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as
Lessor
|
|
20010670258
Roll/Frame:
/200106600786
|
|
03/02/01
|
|
Amendment of AP301658
(change in collateral
description) |
59
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060486
Roll/Frame:
/200310501564
|
|
04/14/03
|
|
Amendment of AP301658
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association, as
Indenture Trustee
|
|
20051860140
Roll/Frame:
|
|
06/30/05
|
|
Continuation of AP301658 |
|
|
|
|
|
|
/200518201744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as Lessor
|
|
AP309414
Roll/Frame:
|
|
01/30/01
|
|
Equipment Lease |
|
|
|
|
|
|
/200104100394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association, as
Indenture Trustee
|
|
20031060498
Roll/Frame:
/200310501572
|
|
04/14/03
|
|
Amendment of AP309414
(Secured party of record
is now Xxxxx Fargo Bank
Northwest, National
Association, as Indenture
Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National Association, as
Indenture Trustee
|
|
20052490508
Roll/Frame:
|
|
09/01/05
|
|
Continuation of AP309414 |
|
|
|
|
|
|
/200524901370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Security Bank
of Utah, National
Association
|
|
OH00038470796
Roll/Frame:
/200125600336
|
|
09/12/01
|
|
In-Lieu Filing of
Financing Statement No.
187281, Filed on 12/03/91
in Xxxxx County, OH,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, National
Association
|
|
20021570082
Roll/Frame:
/200215603052
|
|
06/04/02
|
|
Amendment of
OH00038470796 (Secured
party of record is now
Xxxxx Fargo Bank
Northwest, National
Association) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20030930394
Roll/Frame:
/200309301578
|
|
04/02/03
|
|
Amendment of
OH00038470796 (change in
collateral description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20060960676
Roll/Frame:
/200609602124
|
|
04/06/06
|
|
Continuation of
OH00038470796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
00000000000
Roll/Frame:
/200609602124
|
|
12/13/06
|
|
Termination of
OH00038470796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as
Indenture Trustee,
as Assignee of
Secured Party
|
|
OH00041653325
Roll/Frame:
/200133000294
|
|
11/23/01
|
|
In-Lieu Filing of
Financing Statement No.
248165, Filed on 01/28/97
in Xxxxx County, KY,
Equipment Lease |
60
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wachovia Bank,
N.A., as Indenture
Trustee
|
|
20031060456
Roll/Frame:
/200310501542
|
|
04/14/03
|
|
Amendment of
OH00041653325 (Secured
party of record is now
Wachovia Bank, N.A., as
Indenture Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wachovia Bank,
N.A., as Indenture
Trustee
|
|
20061450636
Roll/Frame:
/200614501092
|
|
05/24/06
|
|
Continuation of
OH00041653325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as
Indenture Trustee,
as Assignee of
Secured Party
|
|
OH00041654004
Roll/Frame:
/200133000296
|
|
11/23/01
|
|
In-Lieu Filing of
Financing Statement No.
248164, Filed on 01/28/97
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wachovia Bank,
N.A., as Indenture
Trustee
|
|
20031060458
Roll/Frame:
/200310501544
|
|
04/14/03
|
|
Amendment of
OH00041654004 (Secured
party of record is now
Wachovia Bank, N.A., as
Indenture Trustee) |
|
|
|
02/22/07
|
|
Wachovia Bank,
N.A., as Indenture
Trustee
|
|
20061450638
Roll/Frame:
/200614501094
|
|
05/24/06
|
|
Continuation of
OH00041654004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as
Indenture Trustee,
as Assignee of
Secured Party
|
|
OH00041654559
Roll/Frame:
/200133000298
|
|
11/23/01
|
|
In-Lieu Filing of
Financing Statement No.
248163, Filed on 01/28/97
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wachovia Bank,
N.A., as Indenture
Trustee
|
|
20031060454
Roll/Frame:
/200310501540
|
|
04/14/03
|
|
Amendment of
OH00041654559 (Secured
party of record is now
Wachovia Bank, N.A., as
Indenture Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wachovia Bank,
N.A., as Indenture
Trustee
|
|
20061450642
Roll/Frame:
/200614501096
|
|
05/24/06
|
|
Continuation of
OH00041654559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
National Bank, as
Indenture Trustee,
as Assignee of
Secured Party
|
|
OH00041655561
Roll/Frame:
/200133000300
|
|
11/23/01
|
|
In-Lieu Filing of
Financing Statement No.
250165, Filed on
04//18/97 in Xxxxx
County, KY, Equipment
Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wachovia Bank,
N.A., as Indenture
Trustee
|
|
20031060452
Roll/Frame:
/200310501538
|
|
04/14/03
|
|
Amendment of
OH00041655561 (Secured
party of record is now
Wachovia Bank, N.A., as
Indenture Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wachovia Bank,
N.A., as Indenture
Trustee
|
|
20061450646
Roll/Frame:
/200614501098
|
|
05/24/06
|
|
Continuation of
OH00041655561 |
61
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
First Union
National Bank, as
Indenture Trustee,
as Assignee of
Secured Party
|
|
OH00041655894
Roll/Frame:
/200133000302
|
|
11/23/01
|
|
In-Lieu Filing of
Financing Statement No.
251102, Filed on04/22/97
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wachovia Bank,
N.A., as Indenture
Trustee
|
|
20031060464
Roll/Frame:
/200310501550
|
|
04/14/03
|
|
Amendment of
OH00041655894 (Secured
party of record is now
Wachovia Bank, N.A., as
Indenture Trustee) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wachovia Bank,
N.A., as Indenture
Trustee
|
|
20061450650
Roll/Frame:
/200614501100
|
|
05/24/06
|
|
Continuation of
OH00041655894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
OH00044362432
Roll/Frame:
|
|
01/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200202501748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
20062060940
Roll/Frame:
/200620601386
|
|
07/24/06
|
|
Continuation of
OH00044362432 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00045727497
Roll/Frame:
|
|
02/27/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200205902952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100162
Roll/Frame:
/200230902018
|
|
11/04/02
|
|
Termination of
OH00045727497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00047105966
Roll/Frame:
|
|
03/29/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200209102992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100158
Roll/Frame:
/200230902016
|
|
11/04/02
|
|
Termination of
OH00047105966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00048813605
Roll/Frame:
|
|
05/03/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200212603524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100156
Roll/Frame:
/200230902014
|
|
11/04/02
|
|
Termination of
OH00048813605 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00048905842
Roll/Frame:
|
|
05/06/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200212702472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A. as
Trustee
|
|
OH00050222121
Roll/Frame:
/200215801052
|
|
06/06/02
|
|
In-Lieu Filing of
Financing Statement No.
256841, Filed on 09/24/97
in Xxxxx County, KY,
Equipment Lease |
62
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A. as
Trustee
|
|
20070120648
Roll/Frame:
/200701200954
|
|
01/11/07
|
|
Termination of
OH00050222121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A. as
Trustee
|
|
OH00050222676
Roll/Frame:
/200215801054
|
|
06/06/02
|
|
In-Lieu Filing of
Financing Statement No.
256842, Filed on 09/24/97
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A. as
Trustee
|
|
20070120650
Roll/Frame:
/200701200956
|
|
01/11/07
|
|
Continuation of
OH00050222676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A. as
Trustee
|
|
OH00050222898
Roll/Frame:
/200215801056
|
|
06/06/02
|
|
In-Lieu Filing of
Financing Statement No.
258563, Filed on 11/25/97
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A. as
Trustee
|
|
20070120656
Roll/Frame:
/200701200962
|
|
01/11/07
|
|
Continuation of
OH00050222898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A. as
Trustee
|
|
OH00050223133
Roll/Frame:
/200215801058
|
|
06/06/02
|
|
In-Lieu Filing of
Financing Statement No.
258564, Filed on 11/25/97
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A. as
Trustee
|
|
20070120652
Roll/Frame:
/200701200958
|
|
01/11/07
|
|
Continuation of
OH00050223133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A. as
Trustee
|
|
OH00050223244
Roll/Frame:
/200215801060
|
|
06/06/02
|
|
In-Lieu Filing of
Financing Statement No.
260248, Filed on 11/27/98
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A. as
Trustee
|
|
20070120654
Roll/Frame:
/200701200960
|
|
01/11/07
|
|
Continuation of
OH00050223244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, Lessor
|
|
OH00050777732
Roll/Frame:
|
|
06/18/02
|
|
Equipment Lease |
|
|
|
|
|
|
/200217002436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, Lessor
|
|
20070370244
Roll/Frame:
/200703700716
|
|
02/06/07
|
|
Continuation of
OH00050777732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, Lessor
|
|
OH00050777843
Roll/Frame:
|
|
06/18/02
|
|
Equipment Lease |
|
|
|
|
|
|
/200217002438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, Lessor
|
|
20022030190
Roll/Frame:
/200220300512
|
|
07/18/02
|
|
Amendment of
OH00050777843 (new
collateral description) |
63
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A. as
Trustee
|
|
20052420362
Roll/Frame:
/200524201296
|
|
08/26/05
|
|
Assignment of
OH00050777843 to Xxxxx
Fargo Bank Northwest,
N.A. as Trustee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, Lessor
|
|
OH00050777954
Roll/Frame:
|
|
06/18/02
|
|
Equipment Lease |
|
|
|
|
|
|
/200217002440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, Lessor
|
|
20023020420
Roll/Frame:
/200230200852
|
|
10/25/02
|
|
Amendment of
OH00050777954 (new
collateral description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Lessor
|
|
20063480068
Roll/Frame:
/200634801152
|
|
12/13/06
|
|
Termination of
OH00050777954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Lessor
|
|
OH00050778188
Roll/Frame:
/200217002442
|
|
06/18/02
|
|
Debtor’s right, title and
interest in and to the
Agency Agreement
(N264CA), dated as of
02/03/92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20022030192
Roll/Frame:
/200220300514
|
|
07/18/02
|
|
Amendment of
OH00050778188 (new
collateral description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, Indenture
Trustee, Lessor
|
|
20052420320
Roll/Frame:
/200524201294
|
|
08/26/05
|
|
Assignment of
OH00050778188 to Xxxxx
Fargo Bank Northwest,
N.A. as Owner Trustee,
Lessee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Lessor
|
|
OH00050778300
Roll/Frame:
/200217002444
|
|
06/18/02
|
|
Debtor’s right, title and
interest in and to the
Agency Agreement
(N267CA), dated as of
03/23/92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Lessor
|
|
20063480070
Roll/Frame:
/200634801154
|
|
12/13/06
|
|
Termination of
OH00050778300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Lessor
|
|
OH00050778411
Roll/Frame:
/200217002446
|
|
06/18/02
|
|
Debtor’s right, title and
interest in and to the
Agency Agreement
(N268CA), dated as of
03/23/92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Lessor
|
|
20023020416
Roll/Frame:
/200230200850
|
|
10/25/02
|
|
Amendment to
OH00050778411 (new
collateral description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Lessor
|
|
20063480066
Roll/Frame:
/200634801150
|
|
12/13/06
|
|
Termination of
OH00050778411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00050873473
Roll/Frame:
|
|
06/20/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200217202302 |
|
|
|
|
64
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100150
Roll/Frame:
/200230902010
|
|
11/04/02
|
|
Termination of
OH00050873473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00050873584
Roll/Frame:
|
|
06/20/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200217202304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100152
Roll/Frame:
/200230902012
|
|
11/04/02
|
|
Termination of
OH00050873584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00051624750
Roll/Frame:
|
|
07/09/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200219200160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100146
Roll/Frame:
/200230902008
|
|
11/04/02
|
|
Termination of
OH00051624750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
OH00051997789
Roll/Frame:
/200219902106
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
263171, Filed on
03/30/981 in Xxxxx
County, KY, Equipment
Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320640
Roll/Frame:
/200703200840
|
|
01/31/07
|
|
Continuation of
OH00051997789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
OH00051998135
Roll/Frame:
/200219902108
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
263170, Filed on 03/30/98
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320642
Roll/Frame:
/200703200842
|
|
01/31/07
|
|
Continuation of
OH00051998135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
OH0051998468
Roll/Frame:
/200219902110
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
263169, Filed on 03/30/98
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320644
Roll/Frame:
/200703200844
|
|
01/31/07
|
|
Continuation of
OH0051998468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
OH0051998791
Roll/Frame:
/200219902112
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
266870, Filed on 06/01/98
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320546
Roll/Frame:
/200703200766
|
|
01/31/07
|
|
Continuation of
OH0051998791 |
65
|
|
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|
|
|
|
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|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
OH00051999036
Roll/Frame:
/200219902114
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
266871, Filed on 06/01/98
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320550
Roll/Frame:
/200703200768
|
|
01/31/07
|
|
Continuation of
OH00051999036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
OH00051999369
Roll/Frame:
/200219902116
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
268285, Filed on 06/24/98
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320552
Roll/Frame:
/200703200770
|
|
01/31/07
|
|
Continuation of
OH00051999369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
OH00051999692
Roll/Frame:
/200219902118
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
269593, Filed on 07/28/98
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320558
Roll/Frame:
/200703200774
|
|
01/31/07
|
|
Continuation of
OH00051999692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
OH00051999814
Roll/Frame:
/200219902120
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
269592, Filed on 07/28/98
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320562
Roll/Frame:
/200703200776
|
|
01/31/07
|
|
Continuation of
OH00051999814 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
OH00052000183
Roll/Frame:
/200219902122
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
270795, Filed on 08/27/98
in Xxxxx County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320564
Roll/Frame:
/200703200778
|
|
01/31/07
|
|
Continuation of
OH00052000183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Xxxxx Fargo Bank
Northwest, N.A.
|
|
OH00052000294
Roll/Frame:
/200219902124
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
271984, Filed on 09/28/98
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320566
Roll/Frame:
/200703200780
|
|
01/31/07
|
|
Continuation of
OH00052000294 |
66
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052000638
Roll/Frame:
/200219902126
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
273710, Filed on 11/23/98
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320574
Roll/Frame:
/200703200786
|
|
01/31/07
|
|
Continuation of
OH00052000638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052000850
Roll/Frame:
/200219902128
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
277797, Filed on 03/09/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320580
Roll/Frame:
/200703200790
|
|
01/31/07
|
|
Continuation of
OH00052000850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052001084
Roll/Frame:
/200219902130
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
277796, Filed on 03/09/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320582
Roll/Frame:
/200703200792
|
|
01/31/07
|
|
Continuation of
OH00052001084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052001206
Roll/Frame:
/200219902132
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
277795, Filed on 03/09/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320584
Roll/Frame:
/200703200794
|
|
01/31/07
|
|
Continuation of
OH00052001206 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052001428
Roll/Frame:
/200219902134
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
283357, Filed on 06/20/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320590
Roll/Frame:
/200703200798
|
|
01/31/07
|
|
Continuation of
OH00052001428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052002096
Roll/Frame:
/200219902136
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
283358, Filed on 06/28/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320592
Roll/Frame:
/200703200800
|
|
01/31/07
|
|
Continuation of
OH00052002096 |
67
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052002218
Roll/Frame:
/200219902138
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
283359, Filed on 06/28/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320594
Roll/Frame:
/200703200802
|
|
01/31/07
|
|
Continuation of
OH00052002218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052002430
Roll/Frame:
/200219902140
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
283360, Filed on 06/28/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320598
Roll/Frame:
/200703200804
|
|
01/31/07
|
|
Continuation of
OH00052002430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052002541
Roll/Frame:
/200219902142
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
286874, Filed on 09/27/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320600
Roll/Frame:
/200703200806
|
|
01/31/07
|
|
Continuation of
OH00052002541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052002874
Roll/Frame:
/200219902144
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
286456, Filed on 09/15/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320602
Roll/Frame:
/200703200808
|
|
01/31/07
|
|
Continuation of
OH00052002874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052003119
Roll/Frame:
/200219902146
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
286873, Filed on 09/27/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320604
Roll/Frame:
/200703200810
|
|
01/31/07
|
|
Continuation of
OH00052003119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052003331
Roll/Frame:
/200219902148
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
286978, Filed on 10/26/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
20042390060
Roll/Frame:
/200423802054
|
|
08/23/04
|
|
Termination of
OH00052003331 |
68
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052003664
Roll/Frame:
/200219902150
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
268286, Filed on 06/24/98
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320554
Roll/Frame:
/200703200772
|
|
01/31/07
|
|
Continuation of
OH00052003664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052003775
Roll/Frame:
/200219902152
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
273349, Filed on 11/10/98
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
20040150208
Roll/Frame:
/200401500006
|
|
01/12/04
|
|
Amendment of
OH00052003775 (change in
collateral description) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320568
Roll/Frame:
/200703200782
|
|
01/31/07
|
|
Continuation of
OH00052003775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052004010
Roll/Frame:
/200219902154
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
273350, Filed on 11/10/98
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320572
Roll/Frame:
/200703200784
|
|
01/31/07
|
|
Continuation of
OH00052004010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052004232
Roll/Frame:
/200219902156
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
274915, Filed on 12/24/98
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320576
Roll/Frame:
/200703200788
|
|
01/31/07
|
|
Continuation of
OH00052004232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052004454
Roll/Frame:
/200219902158
|
|
07/17/02
|
|
In-Lieu Filing of
Financing Statement No.
278508, Filed on 03/24/99
in Boone County, KY,
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320588
Roll/Frame:
/200703200796
|
|
01/31/07
|
|
Continuation of
OH00052004454 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052325414
Roll/Frame:
/200220602564
|
|
07/25/02
|
|
In-Lieu Filing of
Financing Statement No.
2008944, Filed on
06/29/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320434
Roll/Frame:
/200703200740
|
|
01/31/07
|
|
Continuation of
OH00052325414 |
69
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
National City
Leasing Corporation
|
|
OH00052326193
Roll/Frame:
|
|
07/25/02
|
|
Equipment Lease |
|
|
|
|
|
|
/200220602778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052446016
Roll/Frame:
/200221101218
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2013237, Filed on
09/27/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320526
Roll/Frame:
/200703200750
|
|
01/31/07
|
|
Continuation of
OH00052446016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052449264
Roll/Frame:
/200221101220
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2014327, Filed on
10/27/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320528
Roll/Frame:
/200703200752
|
|
01/31/07
|
|
Continuation of
OH00052449264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052449597
Roll/Frame:
/200221101222
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2014328, Filed on
10/27/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320530
Roll/Frame:
/200703200754
|
|
01/31/07
|
|
Continuation of
OH00052449597 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052450065
Roll/Frame:
/200221101224
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2014990, Filed on
11/28/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320534
Roll/Frame:
/200703200756
|
|
01/31/07
|
|
Continuation of
OH00052450065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052452867
Roll/Frame:
/200221101226
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2014991, Filed on
11/28/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320536
Roll/Frame:
/200703200758
|
|
01/31/07
|
|
Continuation of
OH00052452867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052453091
Roll/Frame:
/200221101228
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2015496, Filed on
12/21/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320538
Roll/Frame:
/200703200760
|
|
01/31/07
|
|
Continuation of
OH00052453091 |
70
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052453102
Roll/Frame:
/200221101230
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2015497, Filed on
12/21/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320542
Roll/Frame:
/200703200762
|
|
01/31/07
|
|
Continuation of
OH00052453102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052453435
Roll/Frame:
/200221101232
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2016325, Filed on
01/30/01 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320544
Roll/Frame:
/200703200764
|
|
01/31/07
|
|
Continuation of
OH00052453435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052453657
Roll/Frame:
/200221101234
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2013238, Filed on
09/27/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320438
Roll/Frame:
/200703200744
|
|
01/31/07
|
|
Continuation of
OH00052453657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052453879
Roll/Frame:
/200221101236
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2013239, Filed on
09/27/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320440
Roll/Frame:
/200703200746
|
|
01/31/07
|
|
Continuation of
OH00052453879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052453980
Roll/Frame:
/200221101238
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2013240, Filed on
09/27/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320524
Roll/Frame:
/200703200748
|
|
01/31/07
|
|
Continuation of
OH00052453980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052454003
Roll/Frame:
/200221101240
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
2012700, Filed on
09/14/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320436
Roll/Frame:
/200703200742
|
|
01/31/07
|
|
Continuation of
OH00052454003 |
71
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Commerzbank AG
Chicago Branch
|
|
OH00052454114
Roll/Frame:
/200221101242
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
246147, Filed on
11/12/96, Most Recent
Continuation Date
06/26/01 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320618
Roll/Frame:
/200703200820
|
|
01/31/07
|
|
Continuation of
OH00052454114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Commerzbank AG
Chicago Branch
|
|
OH00052454225
Roll/Frame:
/200221101244
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
246145, Filed on
11/12/96, Most Recent
Continuation Date
06/26/01 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320620
Roll/Frame:
/200703200822
|
|
01/31/07
|
|
Continuation of
OH00052454225 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Commerzbank AG
Chicago Branch
|
|
OH00052454336
Roll/Frame:
/200221101246
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
246146, Filed on
11/12/96, Most Recent
Continuation Date
06/26/01 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320622
Roll/Frame:
/200703200824
|
|
01/31/07
|
|
Continuation of
OH00052454336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Societe Generale,
Chicago Branch
|
|
OH00052454447
Roll/Frame:
/200221101248
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
247132, Filed on
12/17/96, Most Recent
Continuation Date
06/26/01 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320626
Roll/Frame:
/200703200828
|
|
01/31/07
|
|
Continuation of
OH00052454447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Societe Generale,
Chicago Branch
|
|
OH00052454558
Roll/Frame:
/200221101250
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
247146, Filed on
12/18/96, Most Recent
Continuation Date
06/26/01 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320624
Roll/Frame:
/200703200826
|
|
01/31/07
|
|
Continuation of
OH00052454558 |
72
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00052636574
Roll/Frame:
|
|
08/02/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200221701678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100144
Roll/Frame:
/200230902006
|
|
11/04/02
|
|
Termination of
OH00052636574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00052636685
Roll/Frame:
|
|
08/02/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200221701680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100142
Roll/Frame:
/200230902004
|
|
11/04/02
|
|
Termination of
OH00052636685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052717687
Roll/Frame:
/200221801728
|
|
07/29/02
|
|
In-Lieu Filing of
Financing Statement No.
207671, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052718033
Roll/Frame:
/200221801730
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
207673, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052718477
Roll/Frame:
/200221801732
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
207675, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052718811
Roll/Frame:
/200221801734
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
207677, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052719045
Roll/Frame:
/200221801736
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
207679, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052719378
Roll/Frame:
/200221801738
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
207681, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment |
73
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052719489
Roll/Frame:
/200221801740
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
207683, Filed on
09/29/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052719934
Roll/Frame:
/200221801742
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
210115, Filed on
12/20/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052720179
Roll/Frame:
/200221801744
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
210114, Filed on
12/20/93, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052720513
Roll/Frame:
/20021801746
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
210612, Filed on
01/13/94, Most Recent
Continuation Date
07/14/98 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052720846
Roll/Frame:
/200221801748
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
216564, Filed on
06/21/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052721181
Roll/Frame:
/20021801750
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
216566, Filed on
06/21/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052721414
Roll/Frame:
/200221801752
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
216568, Filed on
06/21/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052721636
Roll/Frame:
/20021801754
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
216570, Filed on
06/21/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment |
74
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.,
Owner Trustee
|
|
OH00052722082
Roll/Frame:
/20021801756
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
217045, Filed on
07/05/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association
|
|
OH00052722193
Roll/Frame:
/200221801758
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
229127, Filed on
06/26/95, Most Recent
Continuation Date
04/05/00 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association
|
|
OH00052722426
Roll/Frame:
/200221801760
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
229129, Filed on
06/26/95, Most Recent
Continuation Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
04/19/00 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association
|
|
OH00052722648
Roll/Frame:
/20221801762
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
229160, Filed on
06/27/95, Most Recent
Continuation Date
05/19/00 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association
|
|
OH00052722860
Roll/Frame:
/200221801764
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
231083, Filed on
08/24/95, Most Recent
Continuation Date
04/25/00 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association
|
|
OH00052723094
Roll/Frame:
/200221801766
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
231559, Filed on
09/08/95, Most Recent
Continuation Date
04/25/00 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052735807
Roll/Frame:
/200221801786
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
234123, Filed on
12/01/95, Most Recent
Continuation Date
04/19/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052736253
Roll/Frame:
/200221801788
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
232198, Filed on
09/27/95, Most Recent
Continuation Date
04/19/00 in Boone County,
KY, Equipment Lease |
75
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052736697
Roll/Frame:
/20021801790
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
243653, Filed on
12/20/95, Most Recent
Continuation Date
06/21/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052736920
Roll/Frame:
/200221801792
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
235467, Filed on
01/24/96, Most Recent
Continuation Date
11/01/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052737265
Roll/Frame:
/20021801794
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
236426, Filed on
01/28/96, Most Recent
Continuation Date
11/01/00 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052737609
Roll/Frame:
/200221801796
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
242728, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052738055
Roll/Frame:
/200221801798
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
242727, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052738388
Roll/Frame:
/200221801800
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
242725, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052738611
Roll/Frame:
/20021801802
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
242724, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052738944
Roll/Frame:
/200221801804
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
242726, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease |
76
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052868101
Roll/Frame:
/200222100770
|
|
08/05/02
|
|
In-Lieu Filing of
Financing Statement No.
2001593, Filed on
02/14/00, in Boone
County, KY, Equipment
Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320608
Roll/Frame:
/200703200812
|
|
01/31/07
|
|
Continuation of
OH00052868101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052868434
Roll/Frame:
/200222100772
|
|
08/07/02
|
|
In-Lieu Filing of
Financing Statement No.
2003326, Filed on
03/23/00, in Boone
County, KY, Equipment
Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320614
Roll/Frame:
/200703200816
|
|
01/31/07
|
|
Continuation of
OH00052868434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052868878
Roll/Frame:
/200222100774
|
|
08/07/02
|
|
In-Lieu Filing of
Financing Statement No.
2001592, Filed on
02/14/00, in Boone
County, KY, Equipment
Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320610
Roll/Frame:
/200703200814
|
|
01/31/07
|
|
Continuation of
OH00052868878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052869113
Roll/Frame:
/200222100776
|
|
08/07/02
|
|
In-Lieu Filing of
Financing Statement No.
2003328, Filed on
03/23/00, in Boone
County, KY, Equipment
Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320616
Roll/Frame:
/200703200818
|
|
01/31/07
|
|
Continuation of
OH00052869113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A.
|
|
OH00052869446
Roll/Frame:
/200222100778
|
|
08/07/02
|
|
In-Lieu Filing of
Financing Statement No.
2008945, Filed on
06/29/00, in Boone
County, KY, Equipment
Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
20070320432
Roll/Frame:
/200703200738
|
|
01/31/07
|
|
Continuation of
OH00052869446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Firstar Bank, N.A.
|
|
OH00052896887
Roll/Frame:
|
|
08/08/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200222101372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
U.S. Bank, N.A.,
the successor in
interest to Firstar
Bank N.A.
|
|
20050950814
Roll/Frame:
/200509501954
|
|
04/04/05
|
|
Termination of
OH00052896887 |
77
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee
|
|
OH00052897122
Roll/Frame:
/200222101374
|
|
08/08/02
|
|
In-Lieu Filing of
Financing Statement No.
219128, Filed on
09/02/94, Most Recent
Continuation Date
04/28/99 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee
|
|
OH00052897677
Roll/Frame:
/200222101376
|
|
08/08/02
|
|
In-Lieu Filing of
Financing Statement No.
219656, Filed on
09/23/94, Most Recent
Continuation Date
04/28/99 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee
|
|
20050950808
Roll/Frame:
/200509501950
|
|
04/04/05
|
|
Termination of
OH00052897677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee
|
|
OH00052897788
Roll/Frame:
/200222101378
|
|
08/08/02
|
|
In-Lieu Filing of
Financing Statement No.
220417, Filed on
10/17/94, Most Recent
Continuation Date
04/22/99 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee
|
|
20050950806
Roll/Frame:
/200509501948
|
|
04/04/05
|
|
Termination of
OH00052897788 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee
|
|
OH00052898023
Roll/Frame:
/200222101380
|
|
08/08/02
|
|
In-Lieu Filing of
Financing Statement No.
220954, Filed on
11/04/94, Most Recent
Continuation Date
04/28/99 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee
|
|
20050950804
Roll/Frame:
/200509501946
|
|
04/04/05
|
|
Termination of
OH00052898023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052898245
Roll/Frame:
/200222101382
|
|
08/08/02
|
|
In-Lieu Filing of
Financing Statement No.
242729, Filed on
07/26/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052898467
Roll/Frame:
/200222101384
|
|
08/08/02
|
|
In-Lieu Filing of
Financing Statement No.
242877, Filed on
07/31/96, Most Recent
Continuation Date
03/05/01 in Boone County,
KY, Equipment Lease |
78
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052898790
Roll/Frame:
/200222101386
|
|
08/08/02
|
|
In-Lieu Filing of
Financing Statement No.
243669, Filed on
08/21/96, Most Recent
Continuation Date
03/28/01 in Boone County,
KY, Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052899035
Roll/Frame:
/200222101388
|
|
08/08/02
|
|
In-Lieu Filing of
Financing Statement No.
244064, Filed on
09/04/96, Most Recent
Continuation Date
03/28/01 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
U.S. Bank, N.A.
f/k/a State Street
Bank and Trust
Company, as Trustee
|
|
20050620524
Roll/Frame:
/200506201648
|
|
03/02/05
|
|
Amendment of
OH00052899035 (change in
collateral description) |
|
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|
|
02/22/07
|
|
State Street Bank
and Trust Company,
as Trustee
|
|
OH00052899257
Roll/Frame:
/200222101390
|
|
08/08/02
|
|
In-Lieu Filing of
Financing Statement No.
244477, Filed on
09/17/96, Most Recent
Continuation Date
03/28/01 in Boone County,
KY, Equipment Lease |
|
|
|
|
|
|
|
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|
|
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|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00053146435
Roll/Frame:
|
|
08/14/02
|
|
Specific Equipment |
|
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/200222800024 |
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|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100140
Roll/Frame:
/200230902002
|
|
11/04/02
|
|
Termination of
OH00053146435 |
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|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00053626241
Roll/Frame:
|
|
08/27/02
|
|
Specific Equipment |
|
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|
/200224001302 |
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|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100138
Roll/Frame:
/200230902000
|
|
11/04/02
|
|
Termination of
OH00053626241 |
|
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|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00053894985
Roll/Frame:
|
|
09/05/02
|
|
Specific Equipment |
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|
|
/200224801372 |
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|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100136
Roll/Frame:
/200230901998
|
|
11/04/02
|
|
Termination of
OH00053894985 |
|
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|
|
|
|
|
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|
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|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee
|
|
OH00054133954
Roll/Frame:
/200225500880
|
|
09/11/02
|
|
In-Lieu Filing of
Financing Statement No.
219128, Filed on
09/02/94, Most Recent
Continuation Date
04/28/99 in Boone County,
KY, Specific Equipment |
79
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Jurisdiction |
|
Index |
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Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee
|
|
20050950812
Roll/Frame:
/200509501952
|
|
04/04/02
|
|
Termination of
OH00054133954 |
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|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00054838312
Roll/Frame:
|
|
10/01/02
|
|
Specific Equipment |
|
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|
/200227600432 |
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|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023100134
Roll/Frame:
/200230901996
|
|
11/04/02
|
|
Termination of
OH00054838312 |
|
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|
|
02/22/07
|
|
Key Equipment
Finance, a division of Key Corporate
Capital Inc.
|
|
OH00055157925
Roll/Frame:
|
|
10/09/02
|
|
Specific Equipment |
|
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|
/200228302820 |
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|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00055474836
Roll/Frame:
|
|
10/17/02
|
|
Specific Equipment |
|
|
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|
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|
/200229401268 |
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|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023650770
Roll/Frame:
/200236501722
|
|
12/30/02
|
|
Termination of
OH00055474836 |
|
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|
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|
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|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00056071873
Roll/Frame:
|
|
10/31/02
|
|
Specific Equipment |
|
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|
/200230800090 |
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|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023650772
Roll/Frame:
/200236501724
|
|
12/30/02
|
|
Termination of
OH00056071873 |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00056289773
Roll/Frame:
|
|
11/16/02
|
|
Specific Equipment |
|
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|
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|
|
/200231200012 |
|
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|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023650764
Roll/Frame:
/200236501720
|
|
12/30/02
|
|
Termination of
OH00056289773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00056289995
Roll/Frame:
|
|
11/06/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200231200022 |
|
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|
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|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20023650774
Roll/Frame:
/200236501726
|
|
12/30/02
|
|
Termination of
OH00056289995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00057047146
Roll/Frame:
|
|
11/25/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200233001258 |
|
|
|
|
80
|
|
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|
|
|
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|
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|
|
Jurisdiction |
|
Index |
|
|
|
|
|
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|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00057209695
Roll/Frame:
|
|
12/02/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200233700918 |
|
|
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|
|
|
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|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20030270368
Roll/Frame:
/200302701232
|
|
01/24/03
|
|
Termination of
OH00057209695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00057975032
Roll/Frame:
|
|
12/02/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235201366 |
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20030270370
Roll/Frame:
/200302701234
|
|
01/24/03
|
|
Termination of
OH00057975032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058170673
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801042 |
|
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|
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|
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|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058171685
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801044 |
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058172364
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801046 |
|
|
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|
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|
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|
|
|
|
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|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058172708
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801048 |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058173043
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801050 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058173598
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801052 |
|
|
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|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058173821
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801054 |
|
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|
|
|
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|
|
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|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058174722
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801056 |
|
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|
|
|
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|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058175289
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801058 |
|
|
|
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81
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058175845
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058176180
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801062 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058176413
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801064 |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058177970
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235807066 |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058178093
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801068 |
|
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|
|
|
|
|
|
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|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058178104
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801070 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058178215
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801072 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058178326
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801074 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
Oh00058178548
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058178871
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National Association, as
Owner Trustee
|
|
OH00058178982
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801028 |
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058179116
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058179449
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801082 |
|
|
|
|
82
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058179661
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
OH00058179772
Roll/Frame:
|
|
12/23/02
|
|
Specific Equipment |
|
|
|
|
|
|
/200235801086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00059009693
Roll/Frame:
|
|
01/14/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200301501408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20042220700
Roll/Frame:
/200422200892
|
|
08/05/04
|
|
Termination of
OH00059009693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Export Development
Canada
|
|
Oh00059209273
Roll/Frame:
|
|
01/21/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200302200614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00059356204
Roll/Frame:
|
|
01/24/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200302701266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20031840514
Roll/Frame:
/200318401436
|
|
07/02/03
|
|
Termination of
OH00059356204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00059754551
Roll/Frame:
|
|
02/05/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200302701264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20032090180
Roll/Frame:
/200320900584
|
|
07/25/03
|
|
Termination of
OH00059754551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00059776486
Roll/Frame:
|
|
02/05/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200303702266 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20032090182
Roll/Frame:
/200320900586
|
|
07/25/03
|
|
Termination of
OH00059776486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00060355326
Roll/Frame:
|
|
02/24/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200305600174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20031840512
Roll/Frame:
/200318401434
|
|
07/02/03
|
|
Termination of
OH00060355326 |
83
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00060471201
Roll/Frame:
|
|
02/26/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200305801290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20031840510
Roll/Frame:
/200318401432
|
|
07/02/03
|
|
Termination of
OH00060471201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00060786309
Roll/Frame:
|
|
03/06/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200306900992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20031840508
Roll/Frame:
/200318401430
|
|
07/02/03
|
|
Termination of
OH00060786309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00060970249
Roll/Frame:
|
|
03/12/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200307201038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20042220698
Roll/Frame:
/200422200890
|
|
08/05/04
|
|
Termination of
OH00060970249 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00061797666
Roll/Frame:
|
|
04/02/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200309301392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20042220696
Roll/Frame:
/200422200888
|
|
08/05/04
|
|
Termination of
OH00061797666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00062300232
Roll/Frame:
|
|
04/14/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200310500794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20031840518
Roll/Frame:
/200318401440
|
|
07/02/03
|
|
Termination of
OH00062300232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00062724896
Roll/Frame:
|
|
04/23/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200311401882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20031840516
Roll/Frame:
/200318401438
|
|
07/02/03
|
|
Termination of
OH00062724896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00063496428
Roll/Frame:
|
|
05/08/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200312901850 |
|
|
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
200422200912
Roll/Frame:
/200318401438
|
|
08/05/04
|
|
Termination of
OH00063496428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00063662693
Roll/Frame:
|
|
05/13/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200313400876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20042220718
Roll/Frame:
/200422200910
|
|
08/05/04
|
|
Termination of
OH00063662693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00063720758
Roll/Frame:
|
|
05/14/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200313500876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20042220716
Roll/Frame:
/200422200908
|
|
08/05/04
|
|
Termination of
OH00063720758 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00063720970
Roll/Frame:
|
|
05/14/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200313500878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20042220712
Roll/Frame:
/200422200904
|
|
08/05/04
|
|
Termination of
OH00063720970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Loan Trustee
|
|
OH00065846211
Roll/Frame:
|
|
7/03/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200318800478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Loan Trustee
|
|
OH00065846544
Roll/Frame:
|
|
7/03/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200318800480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Loan Trustee
|
|
OH00065846655
Roll/Frame:
|
|
7/03/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200318800482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Loan Trustee
|
|
OH00065847001
Roll/Frame:
|
|
7/03/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200318800484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Loan Trustee
|
|
OH00065847334
Roll/Frame:
|
|
7/03/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200318800486 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company, as Loan Trustee
|
|
OH00065847667
Roll/Frame:
|
|
7/03/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200318800488 |
|
|
|
|
85
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00066352023
Roll/Frame:
|
|
07/07/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200319900888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20042220714
Roll/Frame:
/200422200906
|
|
08/05/04
|
|
Termination of
OH00066352023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00066352134
Roll/Frame:
|
|
07/17/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200319900890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20041820288
Roll/Frame:
/200418100168
|
|
06/24/04
|
|
Termination of
OH00066352134 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00066352356
Roll/Frame:
|
|
07/17/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200319900892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20041820290
Roll/Frame:
/200418100170
|
|
06/25/04
|
|
Termination of
OH00066352356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00066352578
Roll/Frame:
|
|
07/17/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200319900894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20042220710
Roll/Frame:
/200422200902
|
|
08/05/04
|
|
Termination of
OH00066352578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00066352689
Roll/Frame:
|
|
07/17/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200319900896 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20042220708
Roll/Frame:
/200422200900
|
|
08/05/04
|
|
Termination of
OH00066352689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National Association, as
Security Trustee
|
|
OH00066466428
Roll/Frame:
|
|
07/22/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200320301040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National Association, as
Security Trustee
|
|
OH00066469010
Roll/Frame:
|
|
07/22/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200320301042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00066656097
Roll/Frame:
|
|
07/25/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200320900626 |
|
|
|
|
86
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20041820292
Roll/Frame:
/200418100172
|
|
06/25/04
|
|
Termination of
OH00066656097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00066806177
Roll/Frame:
|
|
07/30/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200321201126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20041820298
Roll/Frame:
/200418100178
|
|
06/25/04
|
|
Termination of
OH00066806177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00066806399
Roll/Frame:
|
|
07/30/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200321201128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20041820296
Roll/Frame:
/200418100176
|
|
06/25/04
|
|
Termination of
OH00066806399 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00066806733
Roll/Frame:
|
|
07/30/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200321201130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20041820294
Roll/Frame:
/200418100174
|
|
06/25/04
|
|
Termination of
OH00066806733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00067851305
Roll/Frame:
|
|
08/27/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200324001740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20041820300
Roll/Frame:
/200418100180
|
|
06/25/04
|
|
Termination of
OH00067851305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00068110629
Roll/Frame:
|
|
09/04/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200324801666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20041820284
Roll/Frame:
/200418100166
|
|
06/25/04
|
|
Termination of
OH00068110629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00069621269
Roll/Frame:
|
|
01/16/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200329001202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20040200474
Roll/Frame:
/200402000626
|
|
01/15/04
|
|
Termination of
OH00069621269 |
87
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00070636809
Roll/Frame:
|
|
11/05/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200331800336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20040200472
Roll/Frame:
/200402000624
|
|
01/15/04
|
|
Termination of
OH00070636809 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH00071808936
Roll/Frame:
|
|
12/12/03
|
|
Specific Equipment |
|
|
|
|
|
|
/200334901784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20040200476
Roll/Frame:
/200402000628
|
|
01/15/04
|
|
Termination of
OH00071808936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National Association, as
Loan Trustee,
Mortgagee
|
|
OH00072879360
Roll/Frame:
|
|
01/14/04
|
|
Specific Equipment |
|
|
|
|
|
|
/200401504212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00072880949
|
|
01/14/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00072881406
|
|
01/14/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital,
Inc.
|
|
OH00073073111
|
|
01/20/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital,
Inc.
|
|
20040360686 |
|
02/03/04
|
|
Termination of
OH00073073111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00073618056
|
|
02/05/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00073618490
|
|
02/05/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00074056358
|
|
02/19/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00074056914
|
|
02/19/04
|
|
Equipment |
88
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00074057471
|
|
02/19/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Banc of America
Leasing & Capital,
LLC
|
|
OH00074537732
|
|
03/04/04
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Banc of America
Leasing & Capital,
LLC
|
|
20041050610 |
|
04/12/04
|
|
Amendment to Collateral
Description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Banc of America
Leasing & Capital,
LLC
|
|
20062230528 |
|
08/10/06
|
|
Termination of 20041050610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
U.S. Bank National
Association
|
|
OH00075876690
|
|
04/08/04
|
|
In Lieu Filing for
Financing Statement No.
94163843, Filed on
09/26/94 in Hamilton
County, OH
In Lieu Filing for
Financing Statement No.
219657, Filed on
09/230/94 in Boone
County, KY
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00077195103
|
|
05/12/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00078106460
|
|
06/07/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00078859182
|
|
06/25/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00078859415
|
|
06/25/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00078859748
|
|
06/25/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00078859960
|
|
06/25/04
|
|
Equipment |
89
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00078860216
|
|
06/25/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00078860549
|
|
06/25/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00078860872
|
|
06/25/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00078860872
|
|
06/25/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
OH0079258129
|
|
07/08/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20051240482 |
|
05/03/05
|
|
Termination of
OH0079258129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00080406086
|
|
08/09/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00080406642
|
|
08/09/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00080406864
|
|
08/09/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00080407098
|
|
08/09/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00080407210
|
|
08/09/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00080407543
|
|
08/09/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00080407765
|
|
08/09/04
|
|
Equipment |
90
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00080407987
|
|
08/09/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Loan Trustee,
Mortgagee
|
|
OH00080408111
|
|
08/09/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, N.A., as
Trustee
|
|
OH00080836491
|
|
08/23/04
|
|
In Lieu Filing for
Financing Statement No.
287978, Filed on 10/26/99
in Boone County, KY
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20051240484 |
|
05/03/05
|
|
Termination of
OH00081321946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20051240486 |
|
05/03/05
|
|
Termination of
OH00083063778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Bombardier Capital
Inc.
|
|
20051240488 |
|
05/03/05
|
|
Termination of
OH00084267630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Canon Financial
Services, Inc.
|
|
OH00084899750
|
|
12/27/04
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Security Trustee
|
|
OH00089033478
|
|
05/03/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Security Trustee
|
|
OH00089033812
|
|
05/03/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Security Trustee
|
|
OH00089034157
|
|
05/03/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wells Fargo Bank
Northwest, National
Association, as
Security Trustee
|
|
OH00089034268
|
|
05/03/05
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
The Goodyear Tire &
Rubber Company
|
|
OH00089468833
|
|
05/17/05
|
|
Equipment, Tires |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
The Goodyear Tire &
Rubber Company
|
|
OH00089468944
|
|
05/17/05
|
|
Equipment, Tires |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
The Goodyear Tire &
Rubber Company
|
|
OH00089505075
|
|
05/17/05
|
|
Equipment, Tires |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
OH00093028796
|
|
09/07/05
|
|
Equipment Lease |
91
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
OH00093029142
|
|
09/07/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
OH00093029364
|
|
09/07/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
OH00093029586
|
|
09/07/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
OH00093029697
|
|
09/07/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
OH00093029819
|
|
09/07/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
OH00093029920
|
|
09/07/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
OH00093030054
|
|
09/07/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
OH00093030165
|
|
09/07/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
OH00093235462
|
|
09/13/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
General Electric
Capital Corporation
|
|
OH00093409724
|
|
09/19/05
|
|
Blanket Lien11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
OH00093537967
|
|
09/22/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Atlantic Southeast
Airlines, Inc.
|
|
20052840178 |
|
10/07/05
|
|
Termination of
OH00093537967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
OH00093597256
|
|
09/23/05
|
|
Blanket Lien12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
Commercial Corp
|
|
OH00097297931
|
|
01/03/06
|
|
In Lieu Filing for
Financing Statement No.
990000056489, Filed on
03/31/91 in FL, SOS
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
Commercial Corp
|
|
20061030476 |
|
04/13/06
|
|
Termination of
OH00097297931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
First Union
Commercial Corp
|
|
OH00097474452
|
|
01/06/06
|
|
In Lieu Filing for
Financing Statement No.
910000056488, Filed on
03/31/91 in FL, SOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equipment Lease |
|
|
|
11 |
|
Lien to be released at closing. |
|
12 |
|
Lien to be released at closing. |
92
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/22/07
|
|
First Union
Commercial Corp
|
|
20062900482 |
|
10/17/06
|
|
Termination of
OH00097474452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
OH00100815270
|
|
04/12/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
20063480058 |
|
12/13/06
|
|
Termination of
OH00100815270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wilmington Trust
Company
|
|
OH00102464853
|
|
05/22/06
|
|
Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Wachovia Bank,
National
Association, not in
its individual
capacity, but
solely as owner
trustee
|
|
OH00107524654
|
|
10/10/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
Manufactures and
Traders Trust
Company, as Loan
Trustee
|
|
OH00108337133
|
|
11/01/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
U.S. Bank National
Association
|
|
OH00108927528
|
|
11/15/06
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/22/07
|
|
U.S. Bank National
Association, not in
its individual
capacity, but
solely as owner
trustee
|
|
OH00111529327
|
|
01/31/07
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Bank National
Association
|
|
20071140120 |
|
04/24/07
|
|
Termination of
OH00075876690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee
|
|
20071140166 |
|
04/24/07
|
|
Termination of
OH00052897122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Bank
Northwest, National
Association, as
Owner Trustee
|
|
20071140150 |
|
04/24/07
|
|
Termination of
OH00058178982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Crown Rooms, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
NY — UCCs
|
|
02/26/07
|
|
General Electrical
Capital
Corporation, as
Collateral Agent
|
|
200412011220321 |
|
12/01/04
|
|
Blanket Lien13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/26/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
200412031229652 |
|
12/03/04
|
|
Blanket Lien |
|
|
|
13 |
|
Lien to be released at closing. |
93
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/26/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
200509201020637 |
|
09/20/05
|
|
Termination of
200412031229652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/26/07
|
|
General Electrical
Capital Corporation
|
|
200509191009438 |
|
09/19/05
|
|
Blanket Lien14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/26/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
200509231032804 |
|
09/23/05
|
|
Blanket Lien15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
NY — Federal Tax
Liens
|
|
02/26/07
|
|
Clear
|
|
Clear
|
|
Clear
|
|
Clear |
|
|
|
|
|
|
|
|
|
|
|
|
|
DAL Global
Services, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
DE — UCCs
|
|
02/23/07
|
|
Lease Corporation
of America
|
|
30756174 |
|
03/17/03
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lektro, Inc.
|
|
41286782 |
|
05/07/04
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lektro, Inc.
|
|
42608406 |
|
09/16/04
|
|
Termination of 41286782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lektro, Inc.
|
|
41482050 |
|
05/27/04
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lektro, Inc.
|
|
42608307 |
|
09/16/04
|
|
Termination of 41482050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lektro, Inc.
|
|
41754060 |
|
06/24/04
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
DAL Global Service
|
|
42608018 |
|
09/16/04
|
|
Termination of 41754060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Lektro, Inc.
|
|
42608687 |
|
09/16/04
|
|
Termination of 41754060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Davin, Inc.
|
|
42768101 |
|
10/01/04
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet
Corporation
|
|
42949826 |
|
10/20/04
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet
Corporation
|
|
42950071 |
|
10/20/04
|
|
Equipment Lease (Delta
Air Lines, Inc. is
Assignor S/P) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet
Corporation
|
|
42950212 |
|
10/20/04
|
|
Equipment Lease (Delta
Air Lines, Inc. is
Assignor S/P) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet
Corporation as
Trustee for Delta A
Trust
|
|
42950246 |
|
10/20/04
|
|
Equipment Lease (Delta
Air Lines, Inc. is
Assignor S/P) |
|
|
|
14 |
|
Lien to be released at closing. |
|
15 |
|
Lien to be released at closing. |
94
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
First Fleet
Corporation as
Trustee for Delta B
Trust
|
|
42950253 |
|
10/20/04
|
|
Equipment Lease (Delta
Air Lines, Inc. is
Assignor S/P) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
First Fleet
Corporation
|
|
42950329 |
|
10/20/04
|
|
Equipment Lease (Delta
Air Lines, Inc. is
Assignor S/P) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
HSH Nordbank AG,
New York Branch,
it’s successors
and/or assigns
|
|
42998005 |
|
10/25/04
|
|
Equipment Lease (First
Fleet Corporation is
Assignor S/P) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
43241702 |
|
11/12/04
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
43241801 |
|
11/12/04
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric
Capital
Corporation, as
Collateral Agent
|
|
43376060 |
|
12/01/04
|
|
Blanket Lien16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
43393735 |
|
12/02/04
|
|
Blanket Lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
52911445 |
|
09/20/05
|
|
Termination of 43393735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Hillcrest Bank
|
|
51034595 |
|
04/05/05
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Security Bank of
Kansas City, Kansas
|
|
61301134 |
|
04/05/06
|
|
Assignment of 51034595 to
Security Bank of Kansas
City, Kansas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
51464255 |
|
04/29/05
|
|
Specific Equipment |
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
51489419 |
|
05/03/05
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
51584458 |
|
05/23/05
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
51721050 |
|
06/06/05
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
52132398 |
|
07/12/05
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
52678820 |
|
08/29/05
|
|
Specific Equipment |
|
|
|
16 |
|
Lien to be released at closing. |
95
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
Adaptive
Engineering Ltd.
|
|
52851351 |
|
09/14/05
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Adaptive
Engineering Ltd.
|
|
52851419 |
|
09/14/05
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Adaptive
Engineering Ltd.
|
|
60244889 |
|
01/20/06
|
|
Termination of 52851419 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric
Capital Corporation
|
|
52877679 |
|
09/16/05
|
|
Blanket Lien17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
52943067 |
|
09/22/05
|
|
Blanket Lien18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
53247427 |
|
10/20/05
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
53676435 |
|
11/29/05
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
61705037 |
|
05/19/06
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
62793545 |
|
08/11/06
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
Fortbrand Services,
Inc.
|
|
63424223 |
|
10/03/06
|
|
Specific Equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
DAL Moscow, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
DE — UCCs
|
|
02/23/07
|
|
General Electric
Capital
Corporation, as
Collateral Agent
|
|
43376029 |
|
12/01/04
|
|
Blanket Lien19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
43393933 |
|
12/02/04
|
|
Blanket Lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
529911536 |
|
09/20/05
|
|
Termination of 43393933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric
Capital Corporation
|
|
52877687 |
|
09/16/05
|
|
Blanket Lien20 |
|
|
|
17 |
|
Lien to be released at closing. |
|
18 |
|
Lien to be released at closing. |
|
19 |
|
Lien to be released at closing. |
|
20 |
|
Lien to be released at closing. |
96
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
52942945 |
|
09/22/05
|
|
Blanket Lien21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
DE — Federal Tax
Liens
|
|
02/23/07
|
|
Clear
|
|
Clear
|
|
Clear
|
|
Clear |
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta AirElite
Business Jets, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
KY-UCCs
|
|
02/28/07
|
|
General Electric
Capital Corporation
|
|
2005-2117655-24 |
|
09/19/05
|
|
Blanket Lien22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/28/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
2005-2118805-62 |
|
09/23/05
|
|
Blanket Lien23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta Benefits
Management, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
DE — UCCs
|
|
02/23/07
|
|
General Electric
Capital
Corporation, as
Collateral Agent
|
|
51644195 |
|
05/27/05
|
|
Blanket Lien24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
51658526 |
|
05/27/05
|
|
Blanket Lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
American Express
Travel Related
Services Company,
Inc., as Collateral
Agent
|
|
52911478 |
|
09/20/05
|
|
Termination of 51658526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/23/07
|
|
General Electric
Capital Corporation
|
|
52877703 |
|
09/16/05
|
|
Blanket Lien25 |
|
|
|
21 |
|
Lien to be released at closing. |
|
22 |
|
Lien to be released at closing. |
|
23 |
|
Lien to be released at closing. |
|
24 |
|
Lien to be released at closing. |
|
25 |
|
Lien to be released at closing. |
97
|
|
|
|
|
|
|
|
|
|
|
|
|
Jurisdiction |
|
Index |
|
|
|
|
|
|
|
|
Searched |
|
Date |
|
Secured Party |
|
File No. |
|
File Date |
|
Description |
|
|
02/23/07
|
|
American Express
Travel Related
Services Company,
Inc
|
|
52942721 |
|
09/22/05
|
|
Blanket Lien26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary of State,
DE — Federal Tax
Liens
|
|
02/23/07
|
|
Clear
|
|
Clear
|
|
Clear
|
|
Clear |
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta Connection
Academy, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secured Transaction
Registry, FL — UCCs
|
|
02/21/07
|
|
Frasca
International, Inc.
|
|
200304667674 |
|
08/11/03
|
|
Equipment Lease |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/21/07
|
|
American Express
Business Finance
|
|
200407065588 |
|
06/01/04
|
|
Blanket Lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/21/07
|
|
American Express
Business Finance
|
|
200509033650 |
|
02/23/05
|
|
Specific Equipment |
|
&nbs |