SPARE PARTS SECURITY AGREEMENT
FROM
CONTINENTAL AIRLINES, INC.
TO
WILMINGTON TRUST COMPANY,
As Security Agent
Dated as of December 6, 2002
Floating Rate Secured Notes due 2007
TABLE OF CONTENTS
PAGE
ARTICLE 1 - DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01 DEFINITIONS.....................................................1
SECTION 1.02 RULES OF CONSTRUCTION...........................................1
ARTICLE 2 - SECURITY INTEREST
SECTION 2.01 GRANT OF SECURITY INTEREST......................................2
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
SECTION 3.01 ORGANIZATION; QUALIFICATION.....................................4
SECTION 3.02 CORPORATE AUTHORIZATION.........................................4
SECTION 3.03 NO VIOLATION....................................................5
SECTION 3.04 APPROVALS.......................................................5
SECTION 3.05 VALID AND BINDING AGREEMENTS....................................5
SECTION 3.06 REGISTRATION AND RECORDATION....................................5
SECTION 3.07 THE COMPANY'S LOCATION..........................................5
SECTION 3.08 COMPLIANCE WITH LAWS............................................6
SECTION 3.09 BROKER'S FEES...................................................6
SECTION 3.10 SECTION 1110....................................................6
ARTICLE 4 - COVENANTS
SECTION 4.01 NOTICE OF CHANGE OF LOCATION....................................6
SECTION 4.02 USE, POSSESSION AND DESIGNATED LOCATIONS........................6
SECTION 4.03 PERMITTED SALE OR DISPOSITIONS..................................7
SECTION 4.04 CERTAIN ASSURANCES..............................................8
SECTION 4.05 INDENTURE OBLIGATIONS...........................................8
ARTICLE 5 - INSURANCE
SECTION 5.01 APPLICATION OF INSURANCE PROCEEDS...............................8
SECTION 5.02 APPLICATION OF PAYMENTS DURING EXISTENCE OF A SPECIAL DEFAULT
OR EVENT OF DEFAULT.............................................9
ARTICLE 6 - REMEDIES
SECTION 6.01 REMEDIES........................................................9
SECTION 6.02 APPLICATION OF PROCEEDS........................................11
SECTION 6.03 OBLIGATIONS OF COMPANY NOT AFFECTED BY REMEDIES................11
SECTION 6.04 REMEDIES CUMULATIVE............................................11
SECTION 6.05 DISCONTINUANCE OF PROCEEDINGS..................................12
SECTION 6.06 WAIVER OF PAST DEFAULTS........................................12
SECTION 6.07 APPOINTMENT OF RECEIVER........................................12
SECTION 6.08 SECURITY AGENT AUTHORIZED TO EXECUTE BILLS OF SALE, ETC........12
ARTICLE 7 - CASH COLLATERAL
SECTION 7.01 MAINTAINING THE CASH COLLATERAL................................13
SECTION 7.02 INVESTING OF CASH COLLATERAL...................................13
SECTION 7.03 RELEASE OF CASH COLLATERAL.....................................14
ARTICLE 8 - SECURITY AGENT
SECTION 8.01 SECURITY AGENT.................................................14
ARTICLE 9 - MISCELLANEOUS
SECTION 9.01 TERMINATION....................................................15
SECTION 9.02 BENEFITS OF SECURITY AGREEMENT RESTRICTED......................15
SECTION 9.03 CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
CONTAINED THEREIN; BASIS THEREFOR..............................15
SECTION 9.04 APPRAISER'S CERTIFICATE........................................15
SECTION 9.05 NOTICES; WAIVER................................................15
SECTION 9.06 AMENDMENTS, ETC................................................16
SECTION 9.07 NO WAIVER......................................................16
SECTION 9.08 CONFLICT WITH TRUST INDENTURE ACT OF 1939......................17
SECTION 9.09 SUCCESSORS AND ASSIGNS.........................................17
SECTION 9.10 GOVERNING LAW..................................................17
SECTION 9.11 EFFECT OF HEADINGS.............................................17
SECTION 9.12 COUNTERPART ORIGINALS..........................................17
SECTION 9.13 SEVERABILITY...................................................17
SECTION 9.14 SURVIVAL PROVISIONS............................................17
SECTION 9.15 BANKRUPTCY.....................................................18
APPENDIX I DEFINITIONS
EXHIBIT A FORM OF SUPPLEMENTAL SECURITY AGREEMENT (To Add
Designated Locations)
SCHEDULE 1 DESIGNATED LOCATIONS
SPARE PARTS SECURITY AGREEMENT
SPARE PARTS SECURITY AGREEMENT, dated as of December 6, 2002, by and
between CONTINENTAL AIRLINES, INC., a Delaware corporation (the "COMPANY"), and
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Security Agent
appointed pursuant to the Indenture (the "SECURITY AGENT").
RECITALS
WHEREAS, the Company, which is a certificated air carrier under Section
44705 of title 49 of the U.S. Code, the Trustee, the Policy Provider and the
Liquidity Provider have entered into the Indenture, providing for the issuance
of $200,000,000 aggregate principal amount of the Securities; and
WHEREAS, in order to secure the payment of the principal amount of and
interest on the Securities and all other Obligations of the Company under the
Indenture, the Securities and the other Operative Documents, the Company has
agreed to grant a security interest in certain Spare Parts, Appliances and other
Collateral, as provided for herein; and
WHEREAS, Schedule 1 to this Agreement specifically describes the locations
at which such Spare Parts and Appliances covered by the security interest of
this Agreement may be maintained by or on behalf of the Company, and Section
4.02(b) of this Agreement provides for the designation of additional locations
pursuant to Supplemental Security Agreements; and
WHEREAS, the Company and the Security Agent wish to set forth herein their
respective rights, liabilities and obligations with respect to the Spare Parts
Collateral.
NOW, THEREFORE, in consideration of the premises and other benefits to the
Company, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Security Agent agree as follows:
ARTICLE 1
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01 DEFINITIONS. Capitalized terms used above or hereinafter and
not otherwise defined herein shall have the meanings ascribed to such terms in
Section 1 of the Definitions Appendix attached hereto as Appendix I, which shall
be part of this Security Agreement as if fully set forth in this place. Unless
otherwise defined in this Security Agreement or in Section 1 of the Definitions
Appendix, terms defined in Article 8 or 9 of the UCC as in effect in the State
of New York (the "NY UCC") are used in this Security Agreement as such terms are
defined in such Article 8 or 9.
SECTION 1.02 RULES OF CONSTRUCTION. The rules of construction for this
Security Agreement are set forth in Section 2 of the Definitions Appendix.
ARTICLE 2
SECURITY INTEREST
SECTION 2.01 GRANT OF SECURITY INTEREST. To secure the prompt payment of
the principal amount of, interest on, and Premium, if any, and Break Amount, if
any, with respect to, all Securities from time to time outstanding under the
Indenture according to their tenor and effect, and the prompt payment of all
other amounts from time to time owing by the Company under, and the performance
and observance by the Company of all the agreements, covenants and provisions
contained in, the Indenture, the Securities, this Security Agreement and the
other Operative Documents (collectively, the "OBLIGATIONS"), for the benefit of
the Holders and each of the Indemnitees, and in consideration of the premises
and of the covenants herein contained, and of the acceptance of the Securities
by the Holders thereof, and for other good and valuable consideration the
receipt and adequacy whereof are hereby acknowledged, the Company 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 Security Agent, its successors in trust
and assigns, for the security and benefit of, the Holders and each of the
Indemnitees, a first priority security interest in and mortgage lien on all
right, title and interest of the Company in, to and under the following
described property, rights and privileges, whether now owned or hereafter
acquired (which, collectively, together with all property hereafter specifically
subject to the Lien of this Security Agreement by the terms hereof or any
supplement hereto, are included within, and are referred to as, the "SPARE PARTS
COLLATERAL"), to wit:
(1) all Spare Parts and Appliances first placed in service after
October 22, 1994 and currently owned or hereafter acquired by the Company
that (a) are appropriate for incorporation in, installation on, attachment
or appurtenance to, or use in, (i) one or more of the following models of
Aircraft: a Boeing model 737-700, 737-800, 737-900, 757-200, 757-300,
767-200, 767-400 or 777-200 Aircraft; (ii) any Engine utilized on any such
Aircraft; or (iii) any other Qualified Spare Part, and (b) are not
appropriate for incorporation in, installation on, attachment or
appurtenance to, or use in, any other model of Aircraft currently operated
by the Company or any Engine utilized on any such other model of Aircraft
("QUALIFIED SPARE PARTS"), PROVIDED that the following shall be excluded
from the Lien of this Security Agreement: (w) any Spare Part or Appliance
so long as it is incorporated in, installed on, attached or appurtenant to,
or being used in, an Aircraft, Engine or Qualified Spare Part that is so
incorporated, installed, attached, appurtenant or being used; (x) any Spare
Part or Appliance that has been incorporated in, installed on, attached or
appurtenant to, or used in an Aircraft, Engine or Qualified Spare Part that
has been so incorporated, installed, attached, appurtenant or used, for so
long after its removal from such Aircraft or Engine as it remains owned by
a lessor or conditional seller of, or subject to a Lien applicable to, such
Aircraft or Engine; (y) the Excluded Parts; and (z) any Spare Part or
Appliance leased to, loaned to, or held on consignment by, the Company
(such Spare Parts and Appliances, giving effect to such exclusions, the
"PLEDGED SPARE PARTS");
(2) the rights of the Company under any warranty or indemnity, express
or implied, regarding title, materials, workmanship, design or patent
infringement or related matters in respect of the Pledged Spare Parts (the
"WARRANTIES");
(3) all proceeds with respect to the sale or other disposition by the
Security Agent of any Pledged Spare Part or other Spare Parts Collateral
pursuant to the terms of this Security Agreement, and all insurance
proceeds with respect to any Pledged Spare Part, but excluding any
insurance maintained by the Company and not required under the Collateral
Maintenance Agreement;
(4) all rents, revenues and other proceeds collected by the Security
Agent pursuant to Section 6.01(c);
(5) all Eligible Accounts; all cash, Investment Securities and other
financial assets held therein by the Security Agent or an Eligible
Institution; and all security entitlements with respect thereto;
(6) all repair, maintenance and inventory records, logs, manuals and
all other documents and materials similar thereto (including, without
limitation, any such records, logs, manuals, documents and materials that
are computer print-outs) at any time maintained, created or used by the
Company, and all records, logs, documents and other materials required at
any time to be maintained by the Company pursuant to the FAA or under the
Federal Aviation Act, in each case with respect to any of the Pledged Spare
Parts (the "SPARE PARTS DOCUMENTS"); and
(7) all proceeds of the foregoing.
PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions, so
long as no Event of Default shall have occurred and be continuing, (a) the
Security Agent shall not take or cause to be taken any action contrary to the
Company's right hereunder to quiet enjoyment of the Pledged Spare Parts, to
possess, use, retain and control the Pledged Spare Parts and to all revenues,
income and profits derived therefrom, and (b) the Company shall have the right,
to the exclusion of the Security Agent, with respect to the warranties and
indemnities referred to in clause (2) above, to exercise in the Company's name
all rights and powers (other than to amend, modify or waive any of the
warranties or indemnities contained therein, except in the exercise of the
Company's reasonable business judgment) and to retain any recovery or benefit
resulting from the enforcement of any such warranty or indemnity; and PROVIDED
FURTHER THAT, notwithstanding the occurrence or continuation of an Event of
Default, the Security Agent shall not enter into any amendment of any such
warranty or indemnity which would increase the obligations of the Company
thereunder.
TO HAVE AND TO HOLD all and singular the aforesaid property unto the
Security Agent, and its successors and assigns, in trust for the equal and
proportionate benefit and security of the Holders and the Indemnitees, except as
provided in Section 3.2 of the Indenture, without any preference, distinction or
priority of any one Security over any other by reason of priority of time of
issue, sale, negotiation, date of maturity thereof or otherwise for any reason
whatsoever, and for the uses and purposes and in all cases and as to all
property specified in clauses (1) through (7) inclusive above, subject to the
terms and provisions set forth in this Security Agreement.
The Company does hereby constitute the Security Agent the true and lawful
attorney of the Company, irrevocably, granted for good and valuable
consideration and coupled with an interest and with full power of substitution,
and with full power (in the name of the Company or otherwise) to ask for,
require, demand, receive, compound and give acquittance for any and all monies
and claims for monies (in each case including insurance and requisition
proceeds) due and to become due under or arising out of all property which now
or hereafter constitutes part of the Spare Parts Collateral, to endorse any
checks or other instruments or orders in connection therewith and to file any
claims or to take any action or to institute any proceedings which the Security
Agent may deem to be necessary or advisable in the premises; PROVIDED that the
Security Agent shall not exercise any such rights except upon the occurrence and
during the continuance of an Event of Default hereunder.
The Company agrees that at any time and from time to time, upon the written
request of the Security Agent, the Company will promptly and duly execute and
deliver or cause to be duly executed and delivered any and all such further
instruments and documents (including without limitation UCC continuation
statements) as the Security Agent may reasonably deem necessary to perfect,
preserve or protect the mortgage, security interests and assignments created or
intended to be created hereby or to obtain for the Security Agent the full
benefits of the assignment hereunder and of the rights and powers herein
granted.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
The Company represents and warrants to the Trustee, the Liquidity Provider,
the Policy Provider and the Security Agent as follows:
SECTION 3.01 ORGANIZATION; QUALIFICATION. The Company is a corporation duly
incorporated, validly existing and in good standing under the Laws of the State
of Delaware and has the corporate power and authority to conduct the business in
which it is currently engaged and to own or hold under lease its properties and
to enter into and perform its obligations under the Operative Documents to which
it is party. The Company is duly qualified to do business as a foreign
corporation in good standing in each jurisdiction in which the nature and extent
of the business conducted by it, or the ownership of its properties, requires
such qualification, except where the failure to be so qualified would not give
rise to a Material Adverse Change to the Company.
SECTION 3.02 CORPORATE AUTHORIZATION. The Company has taken, or caused to
be taken, all necessary corporate action (including, without limitation, the
obtaining of any consent or approval of stockholders required by its Certificate
of Incorporation or By-Laws) to authorize the execution and delivery of each of
the Operative Documents to which it is party, and the performance of its
obligations thereunder.
SECTION 3.03 NO VIOLATION. The execution and delivery by the Company of the
Operative Documents to which it is party, the performance by the Company of its
obligations thereunder and the consummation by the Company on the Closing Date
of the transactions contemplated thereby, do not and will not (a) violate any
provision of the Certificate of Incorporation or By-Laws of the Company, (b)
violate any Law applicable to or binding on the Company or (c) violate or
constitute any default under (other than any violation or default that would not
result in a Material Adverse Change to the Company), or result in the creation
of any Lien (other than as permitted under this Security Agreement) upon the
Pledged Spare Parts under, any indenture, mortgage, chattel mortgage, deed of
trust, conditional sales contract, lease, loan or other material agreement,
instrument or document to which the Company is a party or by which the Company
or any of its properties is bound.
SECTION 3.04 APPROVALS. The execution and delivery by the Company of the
Operative Documents to which the Company is a party, the performance by the
Company of its obligations thereunder and the consummation by the Company on the
Closing Date of the transactions contemplated thereby do not and will not
require the consent or approval of, or the giving of notice to, or the
registration with, or the recording or filing of any documents with, or the
taking of any other action in respect of, (a) any trustee or other holder of any
debt of the Company and (b) any Government Entity, other than the filing of (x)
the FAA Filed Documents (with the FAA) and the Financing Statements (and
continuation statements periodically) and (y) filings, recordings, notices or
other ministerial actions pursuant to any routine recording, contractual or
regulatory requirements applicable to it.
SECTION 3.05 VALID AND BINDING AGREEMENTS. The Operative Documents to which
the Company is a party have been duly authorized, executed and delivered by the
Company and, assuming the due authorization, execution and delivery thereof by
the other party or parties thereto, constitute the legal, valid and binding
obligations of the Company and are enforceable against the Company in accordance
with the respective terms thereof, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar Laws affecting the rights of creditors generally and general principles
of equity, whether considered in a proceeding at law or in equity.
SECTION 3.06 REGISTRATION AND RECORDATION. Except for (a) the filing for
recordation (and recordation) of the FAA Filed Documents with the FAA, (b) the
filing of the Financing Statements (and continuation statements relating thereto
at periodic intervals), and (c) the deposit of the Initial Cash Collateral with,
and the holding and investment of the Initial Cash Collateral by, the Security
Agent in accordance with Article 7, no further action, including any filing or
recording of any document (including any financing statement in respect thereof
under Article 9 of the UCC) is necessary in order to establish and perfect the
Security Agent's security interest in the Pledged Spare Parts, the Warranties,
the Spare Parts Documents and the Initial Cash Collateral as against the Company
and any other Person, in each case, in any applicable jurisdictions in the
United States.
SECTION 3.07 THE COMPANY'S LOCATION. The Company's location (as such term
is used in Section 9-307 of the UCC) is Delaware. The full and correct legal
name and mailing address of the Company are correctly set forth in Section 9.05.
SECTION 3.08 COMPLIANCE WITH LAWS. (a) The Company is a Citizen of the
United States and a U.S. Air Carrier.
(b) The Company holds all licenses, permits and franchises from the
appropriate Government Entities necessary to authorize the Company to lawfully
engage in air transportation and to carry on scheduled commercial passenger
service as currently conducted, except where the failure to so hold any such
license, permit or franchise would not give rise to a Material Adverse Change to
the Company.
(c) The Company is not an "investment company" or a company controlled by
an "investment company" within the meaning of the Investment Company Act of
1940, as amended.
SECTION 3.09 BROKER'S FEES. No Person acting on behalf of the Company is or
will be entitled to any broker's fee, commission or finder's fee in connection
with the transactions pursuant to the Operative Documents on the Closing Date,
other than the fees and expenses payable by the Company in connection with the
sale of the Securities.
SECTION 3.10 SECTION 1110. The Security Agent is entitled to the benefits
of Section 1110 (as currently in effect) with respect to the right to take
possession of the Pledged Spare Parts and to enforce any of its other rights or
remedies as provided in the Security Agreement in the event of a case under
Chapter 11 of the Bankruptcy Code in which the Company is a debtor.
ARTICLE 4
COVENANTS
SECTION 4.01 NOTICE OF CHANGE OF LOCATION. The Company will give Security
Agent timely written notice (but in any event within 30 days prior to the
expiration of the period of time specified under applicable Law to prevent lapse
of perfection) of any change in its location (as such term is used in Section
9-307 of the UCC) or legal name and will promptly take any action required by
Section 4.04(c) as a result of such relocation.
SECTION 4.02 USE, POSSESSION AND DESIGNATED LOCATIONS.
(a) Subject to the terms of the Collateral Maintenance Agreement, the
Company shall have the right, at any time and from time to time at its own cost
and expense, without any release from or consent by the Security Agent, to deal
with the Pledged Spare Parts in any manner consistent with the Company's
ordinary course of business, including without limitation any of the following:
(i) to incorporate in, install on, attach or make appurtenant to,
or use in, any Aircraft, Engine or Qualified Spare Part leased to or owned
by the Company (whether or not subject to any Lien) any Pledged Spare Part,
free from the Lien of this Security Agreement;
(ii) to dismantle any Pledged Spare Part that has become worn out
or obsolete or unfit for use, and to sell or dispose of any such Pledged
Spare Part or any salvage resulting from such dismantling, free from the
Lien of this Security Agreement; and
(iii) to transfer any or all of the Pledged Spare Parts located
at one or more Designated Locations to one or more other Designated
Locations or to one or more locations which are not Designated Locations.
(b) The Company shall keep the Pledged Spare Parts at one or more of the
Designated Locations, except as otherwise permitted under Sections 4.02(a) or
4.03 of this Agreement or the Collateral Maintenance Agreement. If and whenever
the Company shall wish to add a location as a Designated Location, the Company
will furnish to the Security Agent the following:
(i) a Supplemental Security Agreement duly executed by the
Company, identifying each location that is to become a Designated Location
and specifically subjecting the Pledged Spare Parts at such location to the
Lien of this Security Agreement;
(ii) an Opinion of Counsel, dated the date of execution of said
Supplemental Security Agreement, stating that said Supplemental Security
Agreement has been duly filed for recording in accordance with the
provisions of the Federal Aviation 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 Security Agreement on the Qualified Spare Parts
held at the Designated Locations specified in such Supplemental Security
Agreement 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
Security Agreement; and
(iii) An Officers' Certificate stating that in the opinion of the
Officers executing the Officers' Certificate, all conditions precedent
provided for in this Security Agreement relating to the subjection of such
property to the Lien of this Security Agreement have been complied with.
SECTION 4.03 PERMITTED SALE OR DISPOSITIONS.
(a) So long as no Event of Default has occurred and is continuing, the
Company may sell, transfer or dispose of Pledged Spare Parts free from the Lien
of the Security Agreement, subject to the provisions of the Collateral
Maintenance Agreement.
(b) No purchaser in good faith of property purporting to be transferred
pursuant to Section 4.02(a)(ii) or 4.03(a) shall be bound to ascertain or
inquire into the authority of the Company to make any such transfer, free and
clear of the Lien of this Security Agreement. Any instrument of transfer
executed by the Company under Section 4.02(a)(ii) or 4.03 shall be sufficient
for the purposes of this Security Agreement and shall constitute a good and
valid release, assignment and transfer of the property therein described free
from any right, title or interest of the Security Agent and the Lien of this
Security Agreement.
SECTION 4.04 CERTAIN ASSURANCES. (a) The Company shall duly execute,
acknowledge and deliver, or shall cause to be executed, acknowledged and
delivered, all such further agreements, instruments, certificates or documents,
and shall do and cause to be done such further acts and things, in any case, as
Security Agent shall reasonably request for accomplishing the purposes of this
Security Agreement, PROVIDED that any instrument or other document so executed
by the Company will not expand any obligations or limit any rights of the
Company in respect of the transactions contemplated by any Operative Document.
(b) The Company shall promptly take such action with respect to the
recording, filing, re-recording and refiling of this Security Agreement and any
amendments or supplements thereto, as shall be necessary to continue the
perfection and priority of the Lien created by this Security Agreement.
(c) The Company, at its sole cost and expense, will cause the FAA Filed
Documents, the Financing Statements and all continuation statements (and any
amendments necessitated by any consolidation or merger of the Company, any
conveyance, transfer or lease of all or substantially all of the assets of the
Company, or any change of the Company's location) in respect of the Financing
Statements to be prepared and, subject only to the execution and delivery
thereof by Security Agent, duly and timely filed and recorded, or filed for
recordation, to the extent permitted under the Federal Aviation Act (with
respect to the FAA Filed Documents) or the UCC or similar law of any other
applicable jurisdiction (with respect to such other documents).
SECTION 4.05 INDENTURE OBLIGATIONS. The Company agrees to perform and
observe all of the agreements, covenants and obligations of the Company set
forth in the Indenture, the Securities and the other Operative Documents (it
being understood that this Section 4.05 shall not restrict the ability to amend
or supplement, or waive compliance with, any Operative Document in accordance
with its terms).
ARTICLE 5
INSURANCE
SECTION 5.01 APPLICATION OF INSURANCE PROCEEDS. (a) As between the Company
and the Security Agent, all insurance proceeds up to the Debt Balance paid under
policies required to be maintained by the Company pursuant to the Collateral
Maintenance Agreement as a result of the occurrence of an Event of Loss with
respect to any Pledged Spare Parts involving proceeds in excess of the Threshold
Amount will be paid to the Security Agent. If either the Security Agent or the
Company receives a payment of such insurance proceeds in excess of its
entitlement pursuant to this Section 5.01, it shall promptly pay such excess to
the other. At any time or from time to time after the receipt by the Security
Agent of insurance proceeds, upon submission to the Security Agent of an
Officers' Certificate stating that the Company has after the occurrence of such
Event of Loss purchased additional Qualified Spare Parts that are located at or
have been shipped by vendor(s) to a Designated Location, and stating the
aggregate purchase price for such additional Qualified Spare Parts, the Security
Agent shall pay the amount of such purchase price, up to the amount of such
insurance proceeds not previously disbursed pursuant to this sentence or
otherwise distributed under the Indenture in accordance with its terms, to the
Company or its designee.
(b) All proceeds of insurance required to be maintained by the Company in
accordance with the Collateral Maintenance Agreement in respect of any property
damage or loss involving proceeds of the Threshold Amount or less or not
constituting an Event of Loss with respect to any Pledged Spare Parts and
insurance proceeds in excess of the Debt Balance shall be paid over to, and
retained by, the Company.
SECTION 5.02 APPLICATION OF PAYMENTS DURING EXISTENCE OF A SPECIAL DEFAULT
OR EVENT OF DEFAULT. Any amount described in this Article 5 that is payable or
creditable to, or retainable by, the Company shall not be paid or credited to,
or retained by, the Company if at the time such payment, credit or retention
would otherwise occur a Special Default or Event of Default shall have occurred
and be continuing, but shall instead be held by or paid over to the Security
Agent as security for the obligations of the Company under this Security
Agreement and shall be invested pursuant to Article 7 hereof. At such time as
there shall not be continuing any Special Default or Event of Default, such
amount and any gains thereon shall be paid to the Company to the extent not
previously applied in accordance with this Security Agreement.
ARTICLE 6
REMEDIES
SECTION 6.01 REMEDIES. (a) If an Event of Default shall have occurred and
be continuing and so long as the same shall continue unremedied, then and in
every such case the Security Agent may exercise any or all of the rights and
powers and pursue any and all of the remedies pursuant to this Article 6, shall
have and may exercise all of the rights and remedies of a secured party under
the UCC, may take possession of all or any part of the properties covered or
intended to be covered by the Lien created hereby or pursuant hereto, may
exclude the Company and all persons claiming under it wholly or partly therefrom
and may sell the Spare Parts Collateral as a whole or from time to time in part;
PROVIDED, that the Security Agent shall give the Company twenty days' prior
written notice of its intention to sell any Spare Parts Collateral. Without
limiting any of the foregoing, it is understood and agreed that the Security
Agent may exercise any right of sale of any Spare Parts Collateral available to
it, even though it shall not have taken possession of such Spare Parts
Collateral and shall not have possession thereof at the time of such sale.
(b) If an Event of Default shall have occurred and be continuing, at the
request of the Security Agent, the Company shall assemble the Spare Parts
Collateral and make it available to the Security Agent at the Designated
Locations and shall promptly execute and deliver to the Security Agent such
instruments of title and other documents as the Security Agent may deem
necessary or advisable to enable the Security Agent or an agent or
representative designated by the Security Agent, at such time or times and place
or places as the Security Agent may specify, to obtain possession of all or any
part of the Spare Parts Collateral to which the Security Agent shall at the time
be entitled hereunder. If the Company shall for any reason fail to execute and
deliver such instruments and documents after such request by the Security Agent,
the Security Agent may (i) obtain a judgment conferring on the Security Agent
the right to immediate possession and requiring the Company to execute and
deliver such instruments and documents to the Security Agent, to the entry of
which judgment the Company hereby specifically consents to the fullest extent
permitted by Law, and (ii) pursue all or part of such Spare Parts Collateral
wherever it may be found and may enter any of the premises of Company wherever
such Spare Parts Collateral may be or are supposed to be and search for such
Spare Parts Collateral and take possession of and remove such Spare Parts
Collateral. All expenses of obtaining such judgment or of pursuing, searching
for and taking such property shall, until paid, be secured by the Lien of this
Security Agreement.
(c) Upon every such taking of possession, the Security Agent may, from time
to time, at the expense of the Spare Parts Collateral, make all such
expenditures for maintenance, use, operation, storage, insurance, leasing,
control, management, disposition, modifications or alterations to and of the
Spare Parts Collateral, as it may deem proper. In each such case, the Security
Agent shall have the right to maintain, use, operate, store, insure, lease,
control, manage, dispose of, modify or alter the Spare Parts Collateral and to
exercise all rights and powers of the Company relating to the Spare Parts
Collateral, as the Security Agent shall deem best, including the right to enter
into any and all such agreements with respect to the maintenance, use,
operation, storage, insurance, leasing, control, management, disposition,
modification or alteration of the Spare Parts Collateral or any part thereof as
the Security Agent may determine, and the Security Agent shall be entitled to
collect and receive directly all rents, revenues and other proceeds of the Spare
Parts Collateral and every part thereof, without prejudice, however, to the
right of the Security Agent under any provision of this Security Agreement to
collect and receive all cash held by, or required to be deposited with, the
Security Agent hereunder. Such rents, revenues and other proceeds shall be
applied to pay the expenses of the maintenance, use, operation, storage,
insurance, leasing, control, management, disposition, improvement, modification
or alteration of the Spare Parts Collateral and of conducting the business
thereof, and to make all payments which the Security Agent may be required or
may elect to make, if any, for taxes, assessments, insurance or other proper
charges upon the Spare Parts Collateral or any part thereof (including the
employment of engineers and accountants to examine, inspect and make reports
upon the properties and books and records of the Company), and all other
payments which the Security Agent may be required or authorized to make under
any provision of this Security Agreement, as well as just and reasonable
compensation for the services of the Security Agent, and of all persons properly
engaged and employed by the Security Agent with respect hereto.
(d) The Holders shall be entitled, at any sale pursuant to this Section
6.01, to credit against any purchase price bid at such sale by such Holder all
or any part of the unpaid obligations owing to such Holder and secured by the
Lien of this Security Agreement (only to the extent that such purchase price
would have been paid to such Holder pursuant to Section 3.2 of the Indenture if
such purchase price were paid in cash and the foregoing provisions of this
subsection (d) were not given effect).
(e) In the event of any sale of the Spare Parts Collateral, or any part
thereof, pursuant to any judgment or decree of any court or otherwise in
connection with the enforcement of any of the terms of this Security Agreement,
the unpaid principal amount of all Securities then outstanding, together with
accrued interest thereon, Break Amount, if any, Premium, if any, and other
amounts due thereunder, shall immediately become due and payable without
presentment, demand, protest or notice, all of which are hereby waived.
(f) After the occurrence and during the continuation of an Event of
Default, in taking, or refraining from taking, any action under this Security
Agreement pursuant to the exercise of remedies under Article 6, the Security
Agent shall be directed by the Controlling Party.
SECTION 6.02 APPLICATION OF PROCEEDS. If, in the case of the happening of
any Event of Default or Acceleration, the Security Agent shall exercise any of
the powers conferred upon it by Section 6.01 hereof, all payments made by the
Company to the Security Agent hereunder after such Event of Default or
Acceleration, and the proceeds of any judgment collected by the Security Agent
hereunder, and the proceeds of every sale or lease by the Security Agent
hereunder of any part or the whole of the Spare Parts Collateral, together with
any other sums which may then be held by the Security Agent under any of the
provisions hereof, shall be applied by the Security Agent in the manner set
forth in Section 7.10 of the Indenture.
After all such payments shall have been made in full, the title to any part
or the whole of the Spare Parts Collateral remaining unsold and abandoned by the
Security Agent shall be conveyed by the Security Agent to the Company or its
named designee free from any further liabilities or obligations to the Security
Agent hereunder. If after applying all such sums of money realized by the
Security Agent as aforesaid there shall remain any amount due to the Security
Agent under the provisions hereof, the Company agrees to pay the amount of such
deficit to the Security Agent for application in accordance with the Indenture.
SECTION 6.03 OBLIGATIONS OF COMPANY NOT AFFECTED BY REMEDIES. No retaking
of possession of part or the whole of the Spare Parts Collateral by the Security
Agent, nor any withdrawal, lease or sale thereof, nor any action or failure or
omission to act against the Company or in respect of the Spare Parts Collateral,
on the part of the Security Agent, the Controlling Party or the Holder of any
Securities, nor any delay or indulgence granted to the Company by the Security
Agent, the Controlling Party or any such Holder, shall affect the obligations of
the Company hereunder. The Security Agent may at any time upon notice in writing
to the Company apply to any court of competent jurisdiction for instructions as
to the application and distribution of the property held by it.
SECTION 6.04 REMEDIES CUMULATIVE. No right, power or remedy herein
conferred upon or reserved to the Security Agent, the Trustee, the Policy
Provider, the Liquidity Provider and/or the Holders of the Securities is
intended to be exclusive of any other right, power or remedy conferred upon or
reserved to any one or more of them and every right, power and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right,
power and remedy given hereunder or under the Indenture or the other Operative
Documents or now or hereafter existing at law or in equity or otherwise
(including, without limitation, under the UCC as in effect in any applicable
jurisdiction) and may be exercised from time to time and as often and in such
order as may be deemed expedient by the Security Agent, the Trustee, the Policy
Provider, the Liquidity Provider and/or the Holders of the Securities, to the
extent such right, power or remedy has been conferred upon or reserved to it.
The exercise by any of them of any right, power or remedy shall not be construed
as a waiver of the right of any of them to exercise at the same time or
thereafter any other right, power or remedy, nor as an election precluding
exercise at the same time or thereafter of any alternative right, power or
remedy.
SECTION 6.05 DISCONTINUANCE OF PROCEEDINGS. In case the Security Agent
shall have instituted any proceeding to enforce any right, power or remedy under
this Security Agreement by foreclosure, entry or otherwise, and such proceedings
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Security Agent, then and in every such case the
Company and the Security Agent shall, subject to any determination in such
proceedings, be restored to their former positions and rights hereunder with
respect to the Spare Parts Collateral, and all rights, remedies and powers of
the Company or the Security Agent shall continue as if no such proceedings had
been instituted.
SECTION 6.06 WAIVER OF PAST DEFAULTS. So long as an Event of Default has
occurred and is continuing, upon written instruction from the Controlling Party,
the Security Agent shall waive any past Default hereunder and its consequences
and upon any such waiver such Default shall cease to exist and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Security Agreement, but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.
SECTION 6.07 APPOINTMENT OF RECEIVER. The Security Agent shall, as a matter
of right, be entitled to the appointment of a receiver (who may be the Security
Agent or any successor or nominee thereof) for all or any part of the Spare
Parts Collateral, whether such receivership be incidental to a proposed sale of
the Spare Parts Collateral or the taking of possession thereof or otherwise, and
the Company hereby consents to the appointment of such a receiver and will not
oppose any such appointment. Any receiver appointed for all or any part of the
Spare Parts Collateral shall be entitled to exercise all the rights and powers
of the Security Agent with respect to the Spare Parts Collateral.
SECTION 6.08 SECURITY AGENT AUTHORIZED TO EXECUTE BILLS OF SALE, ETC. The
Company irrevocably appoints, while an Event of Default has occurred and is
continuing, the Security Agent the true and lawful attorney-in-fact of the
Company (which appointment is coupled with an interest) in its name and stead
and on its behalf, for the purpose of effectuating any sale, assignment,
transfer or delivery for the enforcement of the Lien of this Security Agreement,
whether pursuant to foreclosure or power of sale, assignments and other
instruments as may be necessary or appropriate, with full power of substitution,
the Company hereby ratifying and confirming all that such attorney or any
substitute shall do by virtue hereof in accordance with applicable law.
Nevertheless, if so requested by the Security Agent or any purchaser, the
Company shall ratify and confirm any such sale, assignment, transfer or
delivery, by executing and delivering to the Security Agent or such purchaser
all bills of sale, assignments, releases and other proper instruments to effect
such ratification and confirmation as may be designated in any such request.
ARTICLE 7
CASH COLLATERAL
SECTION 7.01 MAINTAINING THE CASH COLLATERAL. So long as any Obligation of
the Company under the Indenture or other Operative Document shall remain unpaid,
the Company will maintain all Cash Collateral only with an Eligible Institution
in an Eligible Account (as defined below). At the time the Securities are
initially issued, the Company shall deposit the Initial Cash Collateral with the
Security Agent to be held by the Security Agent as Cash Collateral under this
Agreement.
SECTION 7.02 INVESTING OF CASH COLLATERAL.
(a) The Security Agent agrees that, notwithstanding anything to the
contrary in this Security Agreement or the Indenture, (i) any Investment
Securities and any investment earnings thereon shall be credited to an Eligible
Account for which either the Security Agent or another Eligible Institution is
the "securities intermediary" (as defined in Section 8-102(a)(14) of the NY UCC)
and the Security Agent is the "entitlement holder" (as defined in Section
8-102(a)(7) of the NY UCC) of the "securities entitlement" (as defined in
Section 8-102(a)(17) of the NY UCC) with respect to each "financial asset" (as
defined in Section 8-102(a)(9) of the NY UCC) credited to such Eligible Account,
(ii) all such amounts, Investment Securities and all other property acquired
with cash credited to such Eligible Account will be credited to such Eligible
Account, (iii) all items of property (whether cash, investment property,
Investment Securities, other investments, securities, instruments or other
property) credited to any Eligible Account will be treated as a "financial
asset" under Article 8 of the NY UCC, (iv) the "securities intermediary's
jurisdiction" (as defined in Section 8-110(e) of the NY UCC) with respect to
such Eligible Account is the State of New York, and (v) all securities,
instruments and other property in order or registered form and credited to an
Eligible Account shall be payable to or to the order of, or registered in the
name of, the applicable securities intermediary or shall be indorsed to such
securities intermediary or in blank, and in no case whatsoever shall any
financial asset credited to such Eligible Account be registered in the name of
the Company, payable to or to the order of the Company or specially indorsed to
the Company except to the extent the foregoing have been specially endorsed by
the Company to such securities intermediary or in blank. The Security Agent
agrees that it will hold (and will indicate clearly in its books and records
that it holds) its "securities entitlement" to the "financial assets" credited
to any Eligible Account in trust for the benefit of the Holders and the Trustee.
The Company acknowledges that, by reason of the Security Agent being the
"entitlement holder" in respect of such Eligible Account as provided above, the
Security Agent shall have the sole right and discretion, subject only to the
terms of this Security Agreement and the Indenture, to give all "entitlement
orders" (as defined in Section 8-102(a)(8) of the NY UCC) with respect to such
Eligible Account and any and all financial assets and other property credited
thereto to the exclusion of the Company.
(b) From time to time the Security Agent will (a) invest, or direct the
applicable Eligible Institution to invest, amounts received with respect to the
applicable Cash Collateral in such Investment Securities as the Company may
select and (b) invest or direct the applicable Eligible Institution to invest,
interest paid on the Investment Securities referred to in clause (a) above, and
reinvest other proceeds of any such Investment Securities that may mature or be
sold, in each case in such Investment Securities credited in the same manner.
Interest and proceeds that are not invested or reinvested in Investment
Securities as provided above shall be deposited and held as Spare Parts
Collateral in the applicable Eligible Account.
(c) The Security Agent may sell or direct any Eligible Institution to sell
any Investment Securities and the proceeds of such a sale may be retained by the
Security Agent as Spare Parts Collateral hereunder.
SECTION 7.03 RELEASE OF CASH COLLATERAL. (a) Upon written request by the
Company to the Security Agent after notice of redemption of the Securities has
been given to Holders pursuant to Article 4 of the Indenture, the Security Agent
shall deliver to the Trustee for deposit in the Collection Account Cash
Collateral then held by the Security Agent up to the amount required to pay
amounts due with respect to the Securities to be redeemed on the applicable
Redemption Date.
(b) If the Collateral Ratio is less than the Maximum Collateral Ratio and
the Rotable Ratio is greater than the Minimum Rotable Ratio, in each case as
most recently determined pursuant to Article 2 or Section 3.1 of the Collateral
Maintenance Agreement, and the Security Agent held any Cash Collateral as of the
Valuation Date for such Collateral Ratio and Rotable Ratio (or subsequent date
as of which such ratio was recalculated pursuant to Section 3.1 of the
Collateral Maintenance Agreement), upon written request of the Company the
Security Agent shall pay to the Company an amount of the Cash Collateral such
that the Collateral Ratio would not be greater than the Maximum Collateral Ratio
and the Rotable Ratio would not be less than the Minimum Rotable Ratio, giving
effect to such payment (but otherwise using the information used as of such most
recent determination date to determine such ratio).
ARTICLE 8
SECURITY AGENT
SECTION 8.01 SECURITY AGENT. The Security Agent has been appointed pursuant
to the Indenture as Security Agent hereunder. The Security Agent shall be
obligated, and shall have the right, hereunder to make demands, to give notices,
to exercise or refrain from exercising any rights, and to take or refrain from
taking action (including, without limitation, the release of Spare Parts
Collateral) solely in accordance with this Security Agreement and the Indenture.
Upon 30 days' written notice to the Company, the Security Agent may resign and a
successor Security Agent may be appointed in the manner provided for a successor
Trustee in the Indenture. Upon the acceptance of any appointment as a Security
Agent by a successor Security Agent, that successor Security Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Security Agent under this Security Agreement, and the
retiring Security Agent shall thereupon be discharged from its duties and
obligations under this Security Agreement. After any retiring Security Agent's
resignation, the provisions of this Security Agreement shall inure to its
benefit as to any actions taken or omitted to be taken by it under this Security
Agreement while it was Security Agent. The Security Agent agrees to and shall
have the benefit of all provisions of the Indenture and the other Operative
Documents stated therein to be applicable to the Security Agent.
ARTICLE 9
MISCELLANEOUS
SECTION 9.01 TERMINATION. The Company agrees that this is a continuing
agreement and shall remain in full force and effect until the occurrence of the
Indenture Discharge Date, at which time the Security Agent shall have no further
interest in and to the Spare Parts Collateral and will promptly release all of
the Security Agent's interest in and to the Spare Parts Collateral, including
any cash and/or Investment Securities held in accordance with the terms of this
Security Agreement. The Security Agent shall acknowledge the termination of this
Security Agreement and the release of the Spare Parts Collateral by executing
and delivering to the Company such instruments to the foregoing effect as the
Company shall reasonably request, at the sole cost and expense of the Company.
SECTION 9.02 BENEFITS OF SECURITY AGREEMENT RESTRICTED. Subject to the
provisions of Section 9.09 hereof, nothing in this Security Agreement or the
Securities, express or implied, shall give or be construed to give to any
Person, other than the parties hereto, the Controlling Party and, in the case of
Article 3, the Trustee, the Liquidity Provider and the Policy Provider, any
legal or equitable right, remedy or claim under or in respect of this Security
Agreement or under any covenant, condition or provision herein contained, all
such covenants, conditions and provisions, subject to Section 9.09 hereof, being
for the sole benefit of the parties hereto, the Controlling Party and, in the
case of Article 3, the Trustee, the Liquidity Provider and the Policy Provider.
SECTION 9.03 CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
CONTAINED THEREIN; BASIS THEREFOR. Upon any application or Request by the
Company to the Security Agent to take any action under any of the provisions of
this Security Agreement, the Company shall furnish to the Security Agent an
Officers' Certificate and an Opinion of Counsel in compliance with, but only if
required by, Sections 12.4 and/or 12.5 of the Indenture.
SECTION 9.04 APPRAISER'S CERTIFICATE. Unless otherwise specifically
provided, an Independent Appraiser's Certificate shall be sufficient evidence of
the Appraised Value and Fair Market Value to the Company of any property under
this Security Agreement.
SECTION 9.05 NOTICES; WAIVER. Any request, demand, authorization,
direction, notice, consent, waiver or other document provided or permitted by
this Security Agreement to be made upon, given or furnished to, or filed with
(a) the Company shall be sufficient for every purpose hereunder if in
writing and sent by personal delivery, by telecopier, by registered or certified
mail or by nationally recognized overnight courier, postage or courier charges,
as the case may be, prepaid, to the Company at:
Continental Airlines, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: Treasurer
Telecopier No.: (000) 000-0000
(b) the Security Agent shall be sufficient for every purpose hereunder if
in writing and sent by personal delivery, by telecopier, by registered or
certified mail or by nationally recognized overnight courier, postage or courier
charges, as the case may be, prepaid, to the Security Agent at:
Wilmington Trust Company
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Administration
Telecopier No.: (000) 000-0000
or to any of the above parties at any other address or telecopier number
subsequently furnished in writing by it to each of the other parties listed
above. Any such delivery shall be deemed made on the date of receipt by the
addressee of such delivery or of refusal by such addressee to accept delivery.
SECTION 9.06 AMENDMENTS, ETC. (a) This Security Agreement may be amended or
supplemented, and compliance with any obligation in this Security Agreement may
be waived, as provided in Article 10 of the Indenture.
(b) The Company and the Security Agent may enter into one or more
agreements supplemental hereto without the consent of the Trustee, the Policy
Provider, the Liquidity Provider or any Holder for any of the following
purposes: (i) to convey, transfer, assign, mortgage or pledge any property to or
with the Security Agent; (ii) to correct or amplify the description of any
property at any time subject to the Lien of this Security Agreement or better to
assure, convey and confirm unto the Security Agent any property subject or
required to be subject to the Lien of this Security Agreement; (iii) to add any
location as a Designated Location; or (iv) to add to the covenants of the
Company for the benefit of the Security Agent, the Trustee, the Policy Provider,
the Liquidity Provider or the Holders, or to surrender any rights or power
herein conferred upon the Company.
(c) If, in the opinion of the institution acting as Security Agent
hereunder, any document required to be executed by it pursuant to the terms of
Section 9.06 hereof affects any right, duty, immunity or indemnity with respect
to such institution under this Security Agreement, such institution may in its
discretion decline to execute such document.
SECTION 9.07 NO WAIVER. No failure on the part of the Security Agent to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. Failure by the Security Agent at any time or times hereafter to require
strict performance by the Company or any other Person with any of the
provisions, warranties, terms or conditions contained herein shall not waive,
affect or diminish any right of the Security Agent at any time or times
hereafter to demand strict performance thereof, and such right shall not be
deemed to have been modified or waived by any course of conduct or knowledge of
the Security Agent or any agent, officer or employee of the Security Agent.
SECTION 9.08 CONFLICT WITH TRUST INDENTURE ACT OF 1939. If and to the
extent that any provision of this Security Agreement limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the TIA,
such imposed duties shall control.
SECTION 9.09 SUCCESSORS AND ASSIGNS. This Security Agreement and all
obligations of the Company hereunder shall be binding upon the successors and
permitted assigns of the Company, and shall, together with the rights and
remedies of the Security Agent hereunder, inure to the benefit of the Security
Agent, the Trustee, the Holders, and their respective successors and assigns.
The interest of the Company under this Security Agreement is not assignable and
any attempt to assign all or any portion of this Security Agreement by the
Company shall be null and void except for an assignment in connection with a
merger, consolidation or conveyance, transfer or lease of all or substantially
all the Company's assets permitted under the Indenture.
SECTION 9.10 GOVERNING LAW. THIS SECURITY AGREEMENT IS BEING DELIVERED IN
THE STATE OF NEW YORK. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9.11 EFFECT OF HEADINGS. The Article and Section headings and the
Table of Contents contained in this Security Agreement have been inserted for
convenience of reference only, and are and shall be without substantive meaning
or content of any kind whatsoever and are not a part of this Security Agreement.
SECTION 9.12 COUNTERPART ORIGINALS. This Security Agreement may be signed
in two or more counterparts, each of which shall be deemed an original, but all
of which shall together constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Security Agreement by
telecopier shall be effective as delivery of an original executed counterpart of
this Security Agreement.
SECTION 9.13 SEVERABILITY. The provisions of this Security Agreement are
severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Security Agreement in any jurisdiction.
SECTION 9.14 SURVIVAL PROVISIONS. Notwithstanding any right of the Security
Agent or any of the Holders to investigate the affairs of the Company, and
notwithstanding any knowledge of facts determined or determinable by any of them
pursuant to such investigation or right of investigation, all representations
and warranties of the Company contained herein shall survive the execution and
delivery of this Security Agreement.
SECTION 9.15 BANKRUPTCY. It is the intention of the parties that the
Security Agent shall be entitled to the benefits of Section 1110 with respect to
the right to take possession of the Pledged Spare Parts and to enforce any of
its other rights or remedies as provided herein in the event of a case under
Chapter 11 of the Bankruptcy Code in which the Company is a debtor, and in any
instance where more than one construction is possible of the terms and
conditions hereof or any other pertinent Operative Document, each such party
agrees that a construction which would preserve such benefits shall control over
any construction which would not preserve such benefits.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Security Agreement to be
duly executed and delivered all as of the date first above written.
CONTINENTAL AIRLINES, INC.
By:
--------------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY,
as Security Agent
By:
--------------------------------------
Name:
Title:
Appendix I
DEFINITIONS APPENDIX
SECTION 1. DEFINED TERMS.
"ACCELERATION" means, with respect to the amounts payable in respect of the
Securities issued under the Indenture, such amounts becoming immediately due and
payable pursuant to Section 7.2 of the Indenture. "ACCELERATE", "ACCELERATED"
and "ACCELERATING" have meanings correlative to the foregoing.
"ACCRUED INTEREST" is defined in Section 3.6(a) of the Indenture.
"ADDITIONAL PARTS" is defined in Section 3.1(a)(i) of the Collateral
Maintenance Agreement.
"ADDITIONAL ROTABLES" is defined in Section 3.1(b)(i) of the Collateral
Maintenance Agreement.
"ADVANCE" means any Advance as defined in the Liquidity Facility.
"AFFILIATE" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"CONTROL" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing.
"AGENT" means any Registrar, Paying Agent or co-Registrar or co-Paying
Agent.
"AGENT MEMBERS" is defined in Section 2.5(a) of the Indenture.
"AIRCRAFT" means any contrivance invented, used, or designed to navigate,
or fly in, the air.
"ANNUAL METHODOLOGY" means, in determining an opinion as to the Fair Market
Value of the Spare Parts Collateral, taking at least the following actions: (i)
reviewing the Parts Inventory Report prepared as of the applicable Valuation
Date; (ii) reviewing the Independent Appraiser's internal value database for
values applicable to Qualified Spare Parts included in the Spare Parts
Collateral; (iii) developing a representative sampling of a reasonable number of
the different Qualified Spare Parts included in Spare Parts Collateral for which
a market check will be conducted; (iv) checking other sources, such as
manufacturers, other airlines, U.S. government procurement data and airline
parts pooling price lists, for current market prices of the sample parts
referred to in clause (iii); (v) establishing an assumed ratio of Serviceable
Parts to Unserviceable Parts as of the applicable Valuation Date based upon
information provided by the Company and the Independent Appraiser's limited
physical review of the Spare Parts Collateral referred to in the following
clause (vi); (vi) visiting at least two locations selected by the Independent
Appraiser where the Pledged Spare Parts are kept by the Company (neither of
which was visited for purposes of the last appraisal under Section 2.1 or 2.2 of
the Collateral Maintenance Agreement, whichever was most recent), PROVIDED that
at least one such location shall be one of the top three locations at which the
Company keeps the largest number of Pledged Spare Parts, to conduct a limited
physical inspection of the Spare Parts Collateral; (vii) conducting a limited
review of the inventory reporting system applicable to the Pledged Spare Parts,
including checking information reported in such system against information
determined through physical inspection pursuant to the preceding clause (vi) and
(viii) reviewing a sampling of the Spare Parts Documents (including tear-down
reports).
"ANNUAL VALUATION DATE" is defined in Section 2.1 of the Collateral
Maintenance Agreement.
"APPLIANCE" means an instrument, equipment, apparatus, a part, an
appurtenance, or an accessory used, capable of being used, or intended to be
used, in operating or controlling Aircraft in flight, including a parachute,
communication equipment, and another mechanism installed in or attached to
Aircraft during flight, and not a part of an Aircraft, Engine, or Propeller.
"APPLICABLE MARGIN" means 0.90%.
"APPLICABLE PERIOD" is defined in Section 3.2 of the Collateral Maintenance
Agreement.
"APPRAISAL COMPLIANCE REPORT" means, as of any date, a report providing
information relating to the calculation of the Collateral Ratio and Rotable
Ratio, which shall be substantially in the form of Appendix II to the Collateral
Maintenance Agreement.
"APPRAISED VALUE" means, with respect to any Collateral, the Fair Market
Value of such Collateral as most recently determined pursuant to (i) the report
attached as Appendix II to the Offering Memo or (ii) Article 2 and, if
applicable, Section 3.1 of the Collateral Maintenance Agreement.
"AVAILABLE AMOUNT" means, as of any date, the Maximum Available Commitment
(as defined in the Liquidity Facility) on such date.
"AVOIDED PAYMENT" has the meaning assigned to such term in the Policy.
"BANKRUPTCY CODE" means the United States Bankruptcy Code, 11 U.S.C.
Section 101 ET SEQ.
"BOARD OF DIRECTORS" means the Board of Directors of the Company or any
committee of such board duly authorized to act in respect of any particular
matter.
"BREAK AMOUNT" means, as of any date of payment, redemption or acceleration
of any Note (the "APPLICABLE DATE"), an amount determined by the Reference Agent
on the date that is two Business Days prior to the Applicable Date pursuant to
the formula set forth below; PROVIDED, HOWEVER, that no Break Amount will be
payable (x) if the Break Amount, as calculated pursuant to the formula set forth
below, is equal to or less than zero or (y) on or in respect of any Applicable
Date that is an Interest Payment Date (or, if such an Interest Payment Date is
not a Business Day, the next succeeding Business Day)
Break Amount = Z-Y
Where:
X = with respect to any applicable Interest Period, the sum of (i) the
amount of the outstanding principal amount of such Note as of the
first day of the then applicable Interest Period plus (ii)
interest payable thereon during such entire Interest Period at
then effective LIBOR.
Y = X, discounted to present value from the last day of the then
applicable Interest Period to the Applicable Date, using then
effective LIBOR as the discount rate.
Z = X, discounted to present value from the last day of the then
applicable Interest Period to the Applicable Date, using a rate
equal to the applicable London interbank offered rate for a period
commencing on the Applicable Date and ending on the last day of
the then applicable Interest Period, determined by the Reference
Agent as of two Business Days prior to the Applicable Date as the
discount rate.
"BUSINESS DAY" means any day that is a day for trading by and between banks
in the London interbank Eurodollar market and that is other than a Saturday or
Sunday or a day on which commercial banks are required or authorized to close in
Houston, Texas, New York, New York, or, so long as any Security is outstanding,
the city and state in which the Trustee maintains its Corporate Trust Office or,
solely with respect to draws under any Policy, the city and state in which the
office of the Policy Provider at which notices, presentations, transmissions,
deliveries and communications are to be made under the Policy is located, and
that, solely with respect to draws under the Liquidity Facility, also is a
"Business Day" as defined in the Liquidity Facility.
"CAPPED INTEREST RATE" means a rate per annum equal to 12%.
"CASH COLLATERAL" means cash and/or Investment Securities deposited or to
be deposited with the Collateral Agent or an Eligible Institution and subject to
the Lien of any Collateral Agreement.
"CASH COLLATERAL ACCOUNT" means an Eligible Deposit Account in the name of
the Trustee maintained at an Eligible Institution, which shall be the Trustee if
it shall so qualify, into which all amounts drawn under the Liquidity Facility
pursuant to Section 3.5(c), 3.5(d) or 3.5(i) of the Indenture shall be
deposited.
"CITIZEN OF THE UNITED STATES" is defined in 49 X.X.X.xx. 40102(a)(15).
"CLEARING AGENCY" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.
"CLEARSTREAM" means Clearstream Banking societe anonyme, Luxembourg.
"CLOSING DATE" means the Issuance Date.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COLLATERAL" means the Spare Parts Collateral and all other collateral in
which the Collateral Agent has a security interest pursuant to the Collateral
Agreements.
"COLLATERAL AGENT" means the Trustee in its capacity as Security Agent or
as agent on behalf of the Holders under any other Collateral Agreement.
"COLLATERAL AGREEMENT" means the Security Agreement and any agreement under
which a security interest has been granted pursuant to Section 3.1(a)(ii) of the
Collateral Maintenance Agreement.
"COLLATERAL MAINTENANCE AGREEMENT" means the Collateral Maintenance
Agreement, dated as of the date of the Indenture, between the Company and the
Policy Provider.
"COLLATERAL RATIO" shall mean a percentage determined by dividing (i) the
aggregate principal amount of all Securities Outstanding minus the sum of the
Cash Collateral held by the Collateral Agent by (ii) the Fair Market Value of
all Collateral (excluding any Cash Collateral), as set forth in the most recent
Independent Appraiser's Certificate delivered by the Company pursuant to Article
2 of the Collateral Maintenance Agreement, as supplemented pursuant to Section
3.1 of the Collateral Maintenance Agreement, if applicable.
"COLLECTION ACCOUNT" means the Eligible Deposit Account established by the
Trustee pursuant to Section 8.13 of the Indenture which the Trustee shall make
deposits in and withdrawals from in accordance with the Indenture.
"COMPANY" means the party named as such in the Indenture or any obligor on
the Securities until a successor replaces it pursuant to the Indenture and
thereafter means the successor.
"CONSENT PERIOD" is defined in Section 3.5(d) of the Indenture.
"CONTINENTAL BANKRUPTCY EVENT" means the occurrence and continuation of an
Event of Default under Section 7.1(d), (e) or (f) of the Indenture.
"CONTINENTAL CASH BALANCE" means the sum of (a) the amount of cash and cash
equivalents that would have been shown on the balance sheet of Continental and
its consolidated subsidiaries prepared in accordance with GAAP as of any
Valuation Date, plus (b) the amount of marketable securities that would have
been reflected on such balance sheet which had, as of such Valuation Date, a
maturity of less than one year and which, but for their maturity, would have
qualified to be reflected on such balance sheet as cash equivalents.
"CONTROLLING PARTY" means the Person entitled to act as such pursuant to
the terms of Section 3.8 of the Indenture.
"CORPORATE TRUST OFFICE" when used with respect to the Trustee means the
office of the Trustee at which at any particular time its corporate trust
business is administered and which, at the Closing Date, is located at
Wilmington Trust Company, as Trustee, Xxxxxx Square North 0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration.
"DEBT BALANCE" means 110% of the principal amount of the Outstanding
Securities.
"DEBT RATE" means a rate per annum equal, in the case of the first Interest
Period, to 2.32% and, in the case of any subsequent Interest Period, LIBOR for
such Interest Period, as determined pursuant to the Reference Agency Agreement,
plus the Applicable Margin, PROVIDED that, solely in the event no Registration
Event (as defined in the Registration Rights Agreement) occurs on or prior to
the 210th day after the Closing Date, the Debt Rate shall be increased by an
additional margin equal to 0.50% per annum, from and including such 210th day to
and excluding the earlier of (i) the date on which such Registration Event
occurs and (ii) the date on which there ceases to be any Registrable Securities
(as defined in the Registration Rights Agreement)); or if the Shelf Registration
Statement (as defined in the Registration Rights Agreement) (if it is filed),
after being declared effective by the SEC, ceases to be effective at any time
during the period specified by Section 2(b)(B) of the Registration Rights
Agreement for more than 60 days, whether or not consecutive, during any 12-month
period, the Debt Rate shall be increased by an additional margin equal to 0.50%
per annum from and including the 61st day of the applicable 12-month period such
Shelf Registration Statement ceases to be effective to and excluding the date on
which the Shelf Registration Statement again becomes effective (or, if earlier,
the end of the period specified by Section 2(b)(B) of the Registration Rights
Agreement), PROVIDED that the additional margin added to the Debt Rate pursuant
to the preceding proviso shall never exceed 0.50% at any time, PROVIDED FURTHER
that, if a default in the payment of interest on the Securities occurs and is
continuing on any Interest Payment Date, then the Debt Rate applicable to the
Interest Period ending on such Interest Payment Date shall not exceed the Capped
Interest Rate, except that for purposes of any payment made by the Company
intended to cure such default, this proviso shall not apply.
"DEFAULT" means any event which is, or after notice or passage of time, or
both, would be, an Event of Default.
"DEFINITIONS APPENDIX" means the Definitions Appendix attached as Appendix
I to the Indenture and constituting a part of the Indenture.
"DEFINITIVE SECURITIES" is defined in Section 2.1(e) of the Indenture.
"DESIGNATED LOCATIONS" means the locations in the U.S. designated from time
to time by the Company at which the Pledged Spare Parts may be maintained by or
on behalf of the Company, which initially shall be the locations set forth on
Schedule 1 to the Security Agreement and shall include the additional locations
designated by the Company pursuant to Section 4.04(d) of the Security Agreement.
"DESIGNATED REPRESENTATIVES" is defined in Section 3.7(b) of the Indenture.
"DISTRIBUTION DATE" means (i) each Scheduled Payment Date (and, if a
Payment required to be paid to the Trustee for distribution on such Scheduled
Payment Date has not been so paid by 12:30 p.m., New York time, in whole or in
part, on such Scheduled Payment Date, the next Business Day on which the Trustee
receives some or all of such Payment by 12:30 p.m., New York time, except for a
defaulted payment of interest that is not paid within five days after the
Scheduled Payment Date therefor), (ii) each day established for payment by the
Trustee pursuant to Section 7.10, (iii) the Non-Performance Payment Date, (iv)
the Final Legal Maturity Date, (v) the Election Distribution Date, (vi) the
Policy Election Distribution Date, (vii) the date established as a Distribution
Date pursuant to Section 3.6(f) of the Indenture and (viii) solely for purposes
of payments to be made by the Policy Provider pursuant to Section 3.6(d) of the
Indenture and not for purposes of any other payment or distribution under the
Indenture, the date established for such payment in accordance with the Policy.
"DOWNGRADE DRAWING" is defined in Section 3.5(c) of the Indenture.
"DOWNGRADE EVENT" has the meaning assigned to such term in Section 3.5(c)
of the Indenture.
"DOWNGRADED FACILITY" is defined in Section 3.5(c) of the Indenture.
"DRAWING" means an Interest Drawing, a Final Drawing, a Non-Extension
Drawing or a Downgrade Drawing, as the case may be.
"DTC" means The Depository Trust Company, its nominees and their respective
successors.
"ELECTION DISTRIBUTION DATE" is defined in Section 3.6(c) of the Indenture.
"ELIGIBLE ACCOUNT" means an account established by and with an Eligible
Institution at the request of the Security Agent, which institution agrees, for
all purposes of the New York UCC including Article 8 thereof, that (a) such
account shall be a "securities account" (as defined in Section 8-501 of the New
York UCC), (b) such institution is a "securities intermediary" (as defined in
Section 8-102(a)(14) of the New York UCC), (c) all property (other than cash)
credited to such account shall be treated as a "financial asset" (as defined in
Section 8-102(9) of the New York UCC), (d) the Security Agent shall be the
"entitlement holder" (as defined in Section 8-102(7) of the New York UCC) in
respect of such account, (e) it will comply with all entitlement orders issued
by the Security Agent to the exclusion of the Company, (f) it will waive or
subordinate in favor of the Security Agent all claims (including without
limitation, claims by way of security interest, lien or right of set-off or
right of recoupment), and (g) the "securities intermediary jurisdiction" (under
Section 8-110(e) of the New York UCC) shall be the State of New York.
"ELIGIBLE DEPOSIT ACCOUNT" means either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate trust
department of a depository institution organized under the laws of the United
States of America or any one of the states thereof or the District of Columbia
(or any U.S. branch of a foreign bank), having corporate trust powers and acting
as trustee for funds deposited in such account, so long as any of the securities
of such depository institution has a long-term unsecured debt rating or issuer
credit rating, as the case may be, from Xxxxx'x of at least A-3 or its
equivalent. An Eligible Deposit Account may be maintained with the Liquidity
Provider so long as the Liquidity Provider is an Eligible Institution; provided
that such Liquidity Provider shall have waived all rights of set-off and
counterclaim with respect to such account.
"ELIGIBLE INSTITUTION" means (a) the Security Agent or (b) a depository
institution organized under the laws of the United States of America or any one
of the states thereof or the District of Columbia (or any U.S. branch of a
foreign bank), which has a long-term unsecured debt rating or issuer credit
rating, as the case may be, from Xxxxx'x of at least A-3 or its equivalent.
"ELIGIBLE INVESTMENTS" means (a) investments in obligations of, or
guaranteed by, the U.S. Government having maturities no later than 90 days
following the date of such investment, (b) investments in open market commercial
paper of any corporation incorporated under the laws of the United States of
America or any state thereof with a short-term unsecured debt rating issued by
Xxxxx'x of at least P-1 and a short-term issuer credit rating issued by Standard
& Poor's of at least A-1 having maturities no later than 90 days following the
date of such investment or (c) investments in negotiable certificates of
deposit, time deposits, banker's acceptances, commercial paper or other direct
obligations of, or obligations guaranteed by, commercial banks organized under
the laws of the United States or of any political subdivision thereof (or any
U.S. branch of a foreign bank) with a short-term unsecured debt rating by
Xxxxx'x of at least P-1 and a short-term issuer credit rating by Standard &
Poor's of at least A-1, having maturities no later than 90 days following the
date of such investment; PROVIDED, HOWEVER, that (x) all Eligible Investments
that are bank obligations shall be denominated in U.S. dollars; and (y) the
aggregate amount of Eligible Investments at any one time that are bank
obligations issued by any one bank shall not be in excess of 5% of such bank's
capital surplus; PROVIDED FURTHER that any investment of the types described in
clauses (a), (b) and (c) above may be made through a repurchase agreement in
commercially reasonable form with a bank or other financial institution
qualifying as an Eligible Institution so long as such investment is held by a
third party custodian also qualifying as an Eligible Institution; PROVIDED
FURTHER, HOWEVER, that in the case of any Eligible Investment issued by a
domestic branch of a foreign bank, the income from such investment shall be from
sources within the United States for purposes of the Code. Notwithstanding the
foregoing, no investment of the types described in clause (b) above which is
issued or guaranteed by the Company or any of its Affiliates, and no investment
in the obligations of any one bank in excess of $10,000,000, shall be an
Eligible Investment unless written approval has been obtained from the Policy
Provider and a Ratings Confirmation shall have been received with respect to the
making of such investment.
"ENGINE" means an engine used, or intended to be used, to propel an
Aircraft, including a part, appurtenance, and accessory of the Engine, except a
Propeller.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time
"EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System.
"EVENT OF DEFAULT" is defined in Section 7.1 of the Indenture.
"EVENT OF LOSS" means (i) the loss of any of the Pledged Spare Parts or of
the use thereof due to destruction, damage beyond repair or rendition of any of
the Pledged Spare Parts permanently unfit for normal use for any reason
whatsoever (other than the use of Expendables in the Company's operations); (ii)
any damage to any of the Pledged Spare Parts which results in the receipt of
insurance proceeds with respect to such Pledged Spare Parts on the basis of an
actual or constructive loss; or (iii) the loss of possession of any of the
Pledged Spare Parts by the Company for ninety (90) consecutive days as a result
of the theft or disappearance of such Pledged Spare Parts.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time.
"EXCHANGE FLOATING RATE SECURED NOTES DUE 2007" is defined in Section
2.1(a) of the Indenture.
"EXCHANGE OFFER" means the exchange offer which may be made pursuant to the
Registration Rights Agreement to exchange Initial Certificates for Exchange
Certificates.
"EXCHANGE OFFER REGISTRATION STATEMENT" means the registration statement
that, pursuant to the Registration Rights Agreement, is filed by the Company
with the SEC with respect to the exchange of Initial Securities for Exchange
Securities.
"EXCHANGE SECURITIES" means the securities substantially in the form of
Exhibit A to the Indenture issued in exchange for the Initial Securities
pursuant to the Registration Rights Agreement and authenticated pursuant to the
Indenture.
"EXCLUDED PARTS" means Spare Parts and Appliances held by the Company at a
location not a Designated Location.
"EXPENDABLES" means Qualified Spare Parts other than Rotables.
"EXPENSES" means any and all liabilities, obligations, losses, damages,
settlements, penalties, claims, actions, suits, costs, expenses and
disbursements (including, without limitation, reasonable fees and disbursements
of legal counsel, accountants, appraisers, inspectors or other professionals,
and costs of investigation).
"FAA" means the Federal Aviation Administration or similar regulatory
authority established to replace it.
"FAA FILED DOCUMENTS" means the Security Agreement.
"FACILITY OFFICE" means, with respect to any Liquidity Facility, the office
of the Liquidity Provider thereunder, presently located at 0000 Xxxxxxxx, Xxx
Xxxx, Xxx Xxxx 00000, or such other office as such Liquidity Provider from time
to time shall notify the Trustee as its "Facility Office" under any such
Liquidity Facility; provided that such Liquidity Provider shall not change its
Facility Office to another Facility Office outside the United States of America
except in accordance with Sections 3.01, 3.02 or 3.03 of any such Liquidity
Facility.
"FAIR MARKET VALUE" means, with respect to any Collateral, its fair market
value determined on the basis of a hypothetical sale negotiated in an arm's
length free market transaction between a willing and able seller and a willing
and able buyer, neither of whom is under undue pressure to complete the
transaction, under then current market conditions, provided that cash shall be
valued at its Dollar amount.
"FEDERAL AVIATION ACT" means Title 49 of the United States Code,
"Transportation", as amended from time to time, or any similar legislation of
the United States enacted in substitution or replacement thereof.
"FEE LETTERS" means, collectively, (i) the Fee Letter dated as of the
Closing Date between the Trustee and the initial Liquidity Provider with respect
to the initial Liquidity Facility and (ii) any fee letter entered into between
the Trustee and any Replacement Liquidity Provider in respect of any Replacement
Liquidity Facility.
"FINAL DRAWING" is defined in Section 3.5(i) of the Indenture.
"FINAL LEGAL MATURITY DATE" means December 6, 2009.
"FINAL ORDER" has the meaning assigned to such term in the Policy.
"FINAL SCHEDULED PAYMENT DATE" means December 6, 2007.
"FINANCING STATEMENTS" means, collectively, UCC-1 financing statements
covering the Spare Parts Collateral, by the Company, as debtor, showing the
Security Agent as secured party, for filing in Delaware, Guam and each other
jurisdiction that, in the opinion of the Security Agent, is necessary to perfect
its Lien on the Spare Parts Collateral.
"GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the Closing Date, including those set forth in (i)
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board, (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (iv) the rules and regulations of the SEC governing
the inclusion of financial statements (including pro forma financial statements)
in periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the SEC.
"GLOBAL EXCHANGE SECURITY" is defined in Section 2.1(f) of the Indenture.
"GLOBAL SECURITIES" is defined in Section 2.1(d) of the Indenture.
"GOVERNMENT ENTITY" means (a) any federal, state, provincial or similar
government, and any body, board, department, commission, court, tribunal,
authority, agency or other instrumentality of any such government or otherwise
exercising any executive, legislative, judicial, administrative or regulatory
functions of such government or (b) any other government entity having
jurisdiction over any matter contemplated by the Operative Documents or relating
to the observance or performance of the obligations of any of the parties to the
Operative Documents.
"HOLDER" or "SECURITYHOLDER" means the Person in whose name a Security is
registered on the Registrar's books.
"INDEMNITEE" means (i) WTC, the Trustee and the Collateral Agent, (ii) each
separate or additional trustee or security agent appointed pursuant to the
Indenture, (iii) each Liquidity Provider, (iv) the Policy Provider, and (v) each
of the respective directors, officers, employees, agents and servants of each of
the persons described in clauses (i) through (iv) inclusive above.
"INDENTURE" means the Indenture dated as of December 6, 2002, among the
Company, the Trustee, the Liquidity Provider and the Policy Provider under which
the Securities are issued.
"INDENTURE DISCHARGE DATE" means the date of the termination of the
effectiveness of the Indenture pursuant to Section 9.1(a) thereof (without
giving effect to Section 9.1(b) thereof).
"INDENTURE TRUSTEE" means the Trustee.
"INDEPENDENT APPRAISER" means Simat, Helliesen & Xxxxxxx, Inc. or any other
Person (i) engaged in a business which includes appraising Aircraft and assets
related to the operation and maintenance of Aircraft from time to time and (ii)
who does not have any material financial interest in the Company and is not
connected with the Company or any of its Affiliates as an officer, director,
employee, promoter, underwriter, partner or person performing similar functions.
"INDEPENDENT APPRAISER'S CERTIFICATE" means a certificate signed by an
Independent Appraiser and attached as Appendix II to the Offering Memo or
delivered thereafter pursuant to Article 2 or Section 3.1 of the Collateral
Maintenance Agreement.
"INITIAL CASH COLLATERAL" shall mean cash in the amount of $13,056,950.
"INITIAL FLOATING RATE SECURED NOTES DUE 2007" is defined in Section 2.1(a)
of the Indenture.
"INITIAL PURCHASER" means Xxxxxx Xxxxxxx & Co. Incorporated.
"INITIAL SECURITIES" mean the securities issued and authenticated pursuant
to the Indenture and substantially in the form of Exhibit A thereto, other than
the Exchange Securities.
"INSTITUTIONAL ACCREDITED INVESTOR" means an institutional investor that is
an "accredited investor" within the meaning set forth in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act.
"INTEREST DRAWING" is defined in Section 3.5(a) of the Indenture.
"INTEREST PAYMENT DATE" means March 6, June 6, September 6 and December 6
of each year so long as any Security is Outstanding (commencing March 6, 2003),
PROVIDED that if any such day is not a Business Day, then the relevant Interest
Payment Date shall be the next succeeding Business Day.
"INTEREST PERIOD" means (i) in the case of the first Interest Period, the
period commencing on (and including) the Closing Date and ending on (but
excluding) the first Interest Payment Date following such date and (ii) in the
case of each subsequent Interest Period, the period commencing on (and
including) the last day of the immediately preceding Interest Period, and ending
on (but excluding) the next Interest Payment Date.
"INVESTMENT EARNINGS" means investment earnings on funds on deposit in the
Trust Accounts net of losses and investment expenses of the Trustee in making
such investments.
"INVESTMENT SECURITY" means (a) any bond, note or other obligation which is
a direct obligation of or guaranteed by the U.S. or any agency thereof; (b) any
obligation which is a direct obligation of or guaranteed by any state of the
U.S. or any subdivision thereof or any agency of any such state or subdivision,
and which has the highest rating published by Xxxxx'x or Standard & Poor's; (c)
any commercial paper issued by a U.S. obligor and rated at least P-1 by Xxxxx'x
or A-1 by Standard & Poor's; (d) any money market investment instrument relying
upon the credit and backing of any bank or trust company which is a member of
the Federal Reserve System and which has a combined capital (including capital
reserves to the extent not included in capital) and surplus and undivided
profits of not less than $250,000,000 (including the Collateral Agent and its
Affiliates if such requirements as to Federal Reserve System membership and
combined capital and surplus and undivided profits are satisfied), including,
without limitation, certificates of deposit, time and other interest-bearing
deposits, bankers' acceptances, commercial paper, loan and mortgage
participation certificates and documented discount notes accompanied by
irrevocable letters of credit and money market fund investing solely in
securities backed by the full faith and credit of the United States; or (e)
repurchase agreements collateralized by any of the foregoing.
"ISSUANCE DATE" means the date of issuance of the Initial Securities.
"LAW" means (a) any constitution, treaty, statute, law, decree, regulation,
order, rule or directive of any Government Entity, and (b) any judicial or
administrative interpretation or application of, or decision under, any of the
foregoing.
"LIBOR" has the meaning specified in the Reference Agency Agreement.
"LIBOR ADVANCE" has the meaning provided in the Liquidity Facility.
"LIEN" means any mortgage, pledge, lease, security interest, encumbrance,
lien or charge of any kind affecting title to or any interest in property.
"LIQUIDITY EVENT OF DEFAULT" has the meaning assigned to such term in the
Liquidity Facility.
"LIQUIDITY EXPENSES" means all Liquidity Obligations other than (i) the
principal amount of any Drawings under the Liquidity Facility and (ii) any
interest accrued on any Liquidity Obligations.
"LIQUIDITY FACILITY" means, initially, the Revolving Credit Agreement dated
as of the Issuance Date, between the Trustee and the initial Liquidity Provider,
and from and after the replacement of such Revolving Credit Agreement pursuant
hereto, the Replacement Liquidity Facility therefor, if any, in each case as
amended, supplemented or otherwise modified from time to time in accordance with
its terms.
"LIQUIDITY GUARANTEE" means the Guarantee Agreement, dated as of the date
of the Indenture, providing for the guarantee by the Liquidity Guarantor of the
obligations of the Liquidity Provider under the Liquidity Facility.
"LIQUIDITY GUARANTOR" means Xxxxxx Xxxxxxx.
"LIQUIDITY OBLIGATIONS" means all principal, interest, fees and other
amounts owing to the Liquidity Provider under the Liquidity Facility or the Fee
Letter.
"LIQUIDITY PROVIDER" means Xxxxxx Xxxxxxx Capital Services Inc., together
with any Replacement Liquidity Provider which has issued a Replacement Liquidity
Facility to replace any Liquidity Facility pursuant to Section 3.5(e) of the
Indenture.
"LIQUIDITY PROVIDER REIMBURSEMENT DATE" is defined in Section 3.6(d) of the
Indenture.
"LOANS" is defined in Section 3.2 of the Collateral Maintenance Agreement.
"MATERIAL ADVERSE CHANGE" means, with respect to any person, any event,
condition or circumstance that materially and adversely affects such person's
business or consolidated financial condition, or its ability to observe or
perform its obligations, liabilities and agreements under the Operative
Documents.
"MAXIMUM COLLATERAL RATIO" means 45%.
"MINIMUM ROTABLE RATIO" means 150%.
"MOODY'S" means Xxxxx'x Investors Service, Inc.
"MOVES" is defined in Section 3.2 of the Collateral Maintenance Agreement.
"MSCS" has the meaning specified in the first paragraph of the Indenture.
"NEW YORK UCC" is defined in Section 1.01 of the Security Agreement.
"NONAPPRAISAL COMPLIANCE REPORT" means a report providing information
relating to compliance by the Company with Section 3.2 of the Collateral
Maintenance Agreement, which shall be substantially in the form of Appendix III
to the Collateral Maintenance Agreement.
"NON-CONTROLLING PARTY" means, at any time, the Holders, the Liquidity
Provider and the Policy Provider, excluding whichever is the Controlling Party
at such time.
"NON-EXTENDED FACILITY" is defined in Section 3.5(d) of the Indenture.
"NON-EXTENSION DRAWING" is defined in Section 3.5(d) of the Indenture.
"NON-PERFORMANCE DRAWING" is defined in Section 3.6(c) of the Indenture.
"NON-PERFORMANCE PAYMENT DATE" is defined in Section 3.6(c) of the
Indenture.
"NON-PERFORMING" means, with respect to any Security, a Payment Default
existing thereunder (without giving effect to any Acceleration); PROVIDED, that,
in the event of a bankruptcy proceeding under the Bankruptcy Code in which the
Company is a debtor, any Payment Default existing at the commencement of such
bankruptcy proceeding or during the 60-day period under Section 1110(a)(2)(A) of
the Bankruptcy Code (or such longer period as may apply under Section 1110(b) of
the Bankruptcy Code or as may apply for the cure of such Payment Default under
Section 1110(a)(2)(B) of the Bankruptcy Code) shall not be taken into
consideration until the expiration of the applicable period.
"NON-PERFORMING PERIOD" is defined in Section 3.6(c) of the Indenture.
"NON-U.S. PERSON" means any Person other than a U.S. person, as defined in
Regulation S.
"NOTICE OF AVOIDED PAYMENT" has the meaning assigned to such term in the
Policy.
"NOTICE FOR PAYMENT" means a Notice of Nonpayment as such term is defined
in the Policy.
"OBLIGATIONS" is defined in Section 2.01 of the Security Agreement.
"OFFERING MEMO" means the Offering Memorandum, dated December 2, 2002, of
the Company relating to the offering of the Securities.
"OFFICER" means the Chairman of the Board, the President, any Vice
President of any grade, the Chief Financial Officer, the Treasurer, any
Assistant Treasurer, the Secretary, any Assistant Secretary or the Controller of
the Company.
"OFFICERS' CERTIFICATE" means a certificate signed by two Officers
satisfying the requirements of Sections 12.4 and 12.5 of the Indenture.
"OPERATIVE DOCUMENTS" means the Indenture, the Collateral Agreements, the
Collateral Maintenance Agreement and the Reference Agency Agreement.
"OPINION OF COUNSEL" means a written opinion from the General Counsel of
the Company, legal counsel to the Company or another legal counsel who is
reasonably acceptable to the Trustee, which Opinion of Counsel shall comply with
Sections 12.4 and 12.5 of the Indenture. The counsel may be an employee of the
Company. The acceptance by the Trustee (without written objection to the Company
during the fifteen (15) Business Days following receipt) of, or its action on,
an opinion of counsel not specifically referred to above shall be sufficient
evidence that such counsel is acceptable to the Trustee.
"OUTSTANDING" or "OUTSTANDING" when used with respect to Securities or
a Security, means all Securities theretofore authenticated and delivered under
the Indenture, except:
(a) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;
(b) Securities, or portions thereof, for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee in
trust for the Holders of such Securities, PROVIDED that, if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to the
Indenture or provision therefor satisfactory to the Trustee has been made;
(c) Securities for which payment has been deposited with the Trustee
or any Paying Agent in trust pursuant to Article 9 of the Indenture (except to
the extent provided therein); and
(d) Securities which have been paid, or for which other Securities
shall have been authenticated and delivered in lieu thereof or in substitution
therefor pursuant to the terms of Section 2.12 of the Indenture, unless proof
satisfactory to the Trustee is presented that any such Securities are held by
bona fide purchasers in whose hands the Securities are valid obligations of the
Company.
A Security does not cease to be Outstanding because the Company or one of
its Affiliates holds the Security; PROVIDED, HOWEVER, that in determining
whether the Holders of the requisite aggregate principal amount of Securities
Outstanding have given any request, demand, authorization, direction, notice,
consent or waiver under the Indenture or any other Operative Document, Section
2.13 of the Indenture shall be applicable.
"OUTSTANDING AMOUNT" is defined in Section 3.6(b) of the Indenture.
"OVERDUE SCHEDULED PAYMENT" means any Payment of accrued interest on the
Securities which is not in fact received by the Trustee (whether from the
Company, the Liquidity Provider, the Policy Provider or otherwise) on or within
five days after the Scheduled Payment Date relating thereto and which is not
subsequently paid in connection with the redemption or final maturity of a
Security.
"PARTS INVENTORY REPORT" means, as of any date, a list identifying the
Pledged Spare Parts by manufacturer's part number and brief description and
stating the quantity of each such part included in the Pledged Spare Parts as of
such specified date.
"PAYING AGENT" has the meaning provided in Section 2.8 of the Indenture.
"PAYMENT" means (i) any payment of principal of, interest on, or Premium,
if any, or Break Amount, if any, with respect to the Securities from the
Company, (ii) any payment of interest on the Securities with funds drawn under
the Liquidity Facility or from a Cash Collateral Account or (iii) any payment of
interest on or principal of Securities with funds drawn under the Policy, or
(iv) any payment received or amount realized by the Trustee from the exercise of
remedies after the occurrence of an Event of Default.
"PAYMENT DEFAULT" means a Default referred to in Section 7.1(a) of the
Indenture.
"PAYMENT DUE RATE" means (a) the Debt Rate plus 2% or, if less, (b) the
maximum rate permitted by applicable law.
"PERMITTED DAYS" is defined in Section 2.1 of the Collateral Maintenance
Agreement.
"PERMITTED LESSEE" has the meaning provided in Section 3.6(b) of the
Collateral Maintenance Agreement.
"PERMITTED LIEN" means (a) the rights of Security Agent under the Operative
Documents; (b) Liens attributable to Security Agent (both in its capacity as
Security Agent and in its individual capacity); (c) the rights of others under
agreements or arrangements to the extent expressly permitted by the terms of
Section 3.6 of the Collateral Maintenance Agreement; (d) Liens for Taxes of the
Company (and its U.S. federal tax law consolidated group), either not yet due or
being contested in good faith by appropriate proceedings so long as such Liens
and such proceedings do not involve any material risk of the sale, forfeiture or
loss of the Pledged Spare Parts or the interest of Security Agent therein or
impair the Lien of the Security Agreement; (e) materialmen's, mechanics',
workers', repairers', employees' or other like Liens arising in the ordinary
course of business for amounts the payment of which is either not yet delinquent
for more than 60 days or is being contested in good faith by appropriate
proceedings, so long as such Liens and such proceedings do not involve any
material risk of the sale, forfeiture or loss of the Pledged Spare Parts or the
interest of Security Agent therein or impair the Lien of the Security Agreement;
(f) Liens arising out of any judgment or award against the Company, so long as
such judgment shall, within 60 days after the entry thereof, have been
discharged or vacated, or execution thereof stayed pending appeal or shall have
been discharged, vacated or reversed within 60 days after the expiration of such
stay, and so long as during any such 60 day period there is not as a result, or
any such judgment or award does not involve, any material risk of the sale,
forfeiture or loss of the Pledged Spare Parts or the interest of Security Agent
therein or any impairment of the Lien of the Security Agreement; (g) any other
Lien with respect to which the Company shall have provided a bond, cash
collateral or other security adequate in the reasonable opinion of Security
Agent.
"PERSON" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, trustee,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.
"PLEDGED SPARE PARTS" has the meaning set forth in clause (1) of the first
paragraph of Section 2.01 of the Security Agreement.
"POLICY" means MBIA Insurance Corporation Financial Guaranty Insurance
Policy No. 39753, issued as of the Closing Date, as amended, supplemented or
otherwise modified from time to time in accordance with its respective terms.
"POLICY ACCOUNT" means the Eligible Deposit Account established by the
Trustee pursuant to Section 8.13(a) of the Indenture which the Trustee shall
make deposits in and withdrawals from in accordance with the Indenture.
"POLICY DRAWING" means any payment of a claim under the Policy.
"POLICY ELECTION DISTRIBUTION DATE" is defined in Section 3.6(c) of the
Indenture.
"POLICY EXPENSES" means all amounts (including amounts in respect of
premiums, fees, expenses or indemnities) due to the Policy Provider under the
Policy Provider Agreement other than (i) any Policy Drawing, (ii) any interest
accrued on any Policy Provider Obligations, and (iii) reimbursement of and
interest on the Liquidity Obligations in respect of the Liquidity Facility paid
by the Policy Provider to the Liquidity Provider; provided that if, at the time
of determination, a Policy Provider Default exists, Policy Expenses shall not
include any indemnity payments owed to the Policy Provider.
"POLICY FEE LETTER" means the fee letter, dated as of the date hereof, from
the Policy Provider to Continental and acknowledged by the Trustee, setting
forth the fees and premiums payable with respect to the Policy.
"POLICY PROVIDER" means MBIA Insurance Corporation, a New York insurance
company, and its successors and permitted assigns.
"POLICY PROVIDER AGREEMENT" means the Insurance and Indemnity Agreement
dated as of the date hereof among the Trustee, the Company and the Policy
Provider, as amended, supplemented or otherwise modified from time to time in
accordance with its terms.
"POLICY PROVIDER DEFAULT" shall mean the occurrence of any of the following
events: (a) the Policy Provider fails to make a payment required under the
Policy in accordance with its terms and such failure remains unremedied for two
Business Days following the delivery of Written Notice of such failure to the
Policy Provider or (b) the Policy Provider (i) files any petition or commences
any case or proceeding under any provisions of any federal or state law relating
to insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii)
makes a general assignment for the benefit of its creditors or (iii) has an
order for relief entered against it under any federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization that is
final and nonappealable, or (c) a court of competent jurisdiction, the New York
Department of Insurance or another competent regulatory authority enters a final
and nonappealable order, judgment or decree (i) appointing a custodian, trustee,
agent or receiver for the Policy Provider or for all or any material portion of
its property or (ii) authorizing the taking of possession by a custodian,
trustee, agent or receiver of the Policy Provider (or taking of possession of
all or any material portion of the Policy Provider's property).
"POLICY PROVIDER ELECTION" is defined in Section 3.6(c) of the Indenture.
"POLICY PROVIDER INTEREST OBLIGATIONS" means any interest on any Policy
Drawing made to cover any shortfall attributable to any failure of the Liquidity
Provider to honor any Interest Drawing in accordance with Section 2.02(e) of the
Liquidity Facility in an amount equal to the amount of interest that would have
accrued on such Interest Drawing if such Interest Drawing had been made in
accordance with Section 2.02(e) of the Liquidity Facility at the interest rate
applicable to such Interest Drawing until such Policy Drawing has been repaid in
full.
"POLICY PROVIDER OBLIGATIONS" means all reimbursement and other amounts,
including, without limitation, fees and indemnities (to the extent not included
in Policy Expenses), due to the Policy Provider under the Policy Provider
Agreement but shall not include any interest on Policy Drawings other than
Policy Provider Interest Obligations.
"PREMIUM" means, with respect to any Security redeemed pursuant to Article
4 of the Indenture, the following percentage of the principal amount of such
Security: (i) if redeemed before the first anniversary of the Issuance Date,
1.5%; (ii) if redeemed on or after such first anniversary and before the second
anniversary of the Issuance Date, 1.0%; and (iii) if redeemed on or after such
second anniversary and before the third anniversary of the Issuance Date, 0.5%;
PROVIDED that no Premium shall be payable in connection with a redemption made
by the Company to satisfy the Maximum Collateral Ratio or Minimum Rotable Ratio
requirement pursuant to Section 3.1 of the Collateral Maintenance Agreement.
"PRIOR FUNDS" means, on any Distribution Date, any Drawing paid under the
Liquidity Facility on such Distribution Date and any funds withdrawn from the
Cash Collateral Account on such Distribution Date in respect of accrued interest
on the Securities.
"PROCEEDS DEFICIENCY DRAWING" is defined in Section 3.6(b) of the
Indenture.
"PROPELLER" includes a part, appurtenance, and accessory of a propeller.
"PROVIDER INCUMBENCY CERTIFICATE" is defined in Section 3.7(b) of the
Indenture.
"PROVIDER REPRESENTATIVES" is defined in Section 3.7(b) of the Indenture.
"PURCHASE AGREEMENT" means the Purchase Agreement dated December 2, 2002 by
and between the Initial Purchaser and the Company.
"QIB" means a qualified institutional buyer as defined in Rule 144A.
"QUALIFIED SPARE PARTS" has the meaning provided in clause (1) of the first
paragraph in Section 2.01 of the Security Agreement.
"RATING AGENCIES" means, collectively, at any time, each nationally
recognized rating agency which shall have been requested by the Company to rate
the Securities and which shall then be rating the Securities. The initial Rating
Agency will be Moody's.
"RATINGS CONFIRMATION" means, with respect to any action proposed to be
taken, a written confirmation from each of the Rating Agencies that such action
would not result in (i) a reduction of the rating for the Securities below the
then current rating for the Securities (such rating as determined without regard
to the Policy) or (ii) a withdrawal or suspension of the rating of the
Securities.
"RECORD DATE" means the fifteenth (15th) day preceding any Scheduled
Interest Payment Date, whether or not a Business Day.
"REDEMPTION DATE", when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to the Indenture and
such Security.
"REFERENCE AGENCY AGREEMENT" means the Reference Agency Agreement, dated as
of the Issuance Date, among the Company, WTC, as the reference agent thereunder,
and the Trustee.
"REGISTER" has the meaning provided in Section 2.8 of the Indenture.
"REGISTRAR" has the meaning provided in Section 2.8 of the Indenture.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of December 6, 2002, by and between the Company and the Initial
Purchaser.
"REGULATION S" means Regulation S under the Securities Act.
"REGULATION S DEFINITIVE SECURITIES" is defined in Section 2.1(e) of the
Indenture.
"REGULATION S GLOBAL SECURITY" is defined in Section 2.1(d) of the
Indenture.
"RELEVANT DATE" is defined in Section 3.6(c) of the Indenture.
"REPLACEMENT LIQUIDITY FACILITY" means an irrevocable revolving credit
agreement (or agreements) in substantially the form of the replaced Liquidity
Facility, including reinstatement provisions, or in such other form (which may
include a letter of credit) as shall permit the Rating Agencies to confirm in
writing their respective ratings then in effect for the Securities (before
downgrading of such ratings, if any, as a result of the downgrading of the
Liquidity Provider), and be consented to by the Policy Provider, which consent
shall not be unreasonably withheld or delayed, in a face amount (or in an
aggregate face amount) equal to the amount of interest payable on the Securities
(at the Capped Interest Rate, and without regard to expected future principal
payments) on the eight Interest Payment Dates following the date of replacement
of such Liquidity Facility (or if such date is an Interest Payment Date, on such
day and the seven Interest Payment Dates following the date of replacement of
such Liquidity Facility) and issued by a Person (or Persons) having unsecured
short-term debt rating or issuer credit rating, as the case may be, issued by
the Rating Agencies which are equal to or higher than the Threshold Rating.
Without limitation of the form that a Replacement Liquidity Facility otherwise
may have pursuant to the preceding sentence, a Replacement Liquidity Facility
for the Securities may have a stated expiration date earlier than 15 days after
the Final Legal Maturity Date so long as such Replacement Liquidity Facility
provides for a Non-Extension Drawing as contemplated by Section 3.5(d) of the
Indenture.
"REQUEST" means a written request for the action therein specified signed
on behalf of the Company by any Officer and delivered to the Trustee. Each
Request shall be accompanied by an Officers' Certificate if and to the extent
required by Section 12.4 of the Indenture.
"REQUIRED AMOUNT" means, for any day, the sum of the aggregate amount of
interest, calculated at the Capped Interest Rate, that would be payable on the
Securities on each of the eight successive Interest Payment Dates immediately
following such day or, if such day is an Interest Payment Date, on such day and
the succeeding seven Interest Payment Dates, in each case calculated on the
basis of the outstanding principal amount of the Securities on such date and
without regard to expected future payments of principal on the Securities.
"REQUIRED HOLDERS" means from time to time the Holders of more than 50% in
aggregate unpaid principal amount of the Securities then Outstanding.
"RESPONSIBLE OFFICER" means (i) with respect to the Trustee, any officer in
the corporate trust administration department of the Trustee or any other
officer customarily performing functions similar to those performed by the
Persons who at the time shall be such officers or to whom any corporate trust
matter is referred because of his or her knowledge of and familiarity with a
particular subject, (ii) with respect to the Liquidity Provider, any authorized
officer of the Liquidity Provider, and (iii) with respect to the Policy
Provider, any authorized officer of the Policy Provider.
"RESTRICTED DEFINITIVE SECURITIES" is defined in Section 2.1(e) of the
Indenture.
"RESTRICTED GLOBAL SECURITY" is defined in Section 2.1(c) of the Indenture.
"RESTRICTED LEGEND" is defined in Section 2.2 of the Indenture.
"RESTRICTED PERIOD" is defined in Section 2.1(d) of the Indenture.
"RESTRICTED SECURITIES" are defined in Section 2.2 of the Indenture.
"ROTABLE" means a Qualified Spare Part that wears over time and can be
repeatedly restored to a serviceable condition over a period approximating the
life of the flight equipment to which it relates.
"ROTABLE RATIO" shall mean a percentage determined by dividing (i) the Fair
Market Value of the Rotables, as set forth in the most recent Independent
Appraiser's Certificate delivered by the Company pursuant to Article 2 of the
Collateral Maintenance Agreement, as supplemented pursuant to Section 3.1 of the
Collateral Maintenance Agreement, if applicable, by (ii) the aggregate principal
amount of all Securities Outstanding minus the sum of the Cash Collateral held
by the Collateral Agent.
"RULE 144A" means Rule 144A under the Securities Act.
"SALES" is defined in Section 3.2 of the Collateral Maintenance Agreement.
"SCHEDULED INTEREST PAYMENT DATE" means each Interest Payment Date, without
giving effect to the proviso to the definition of Interest Payment Date.
"SCHEDULED PAYMENT DATE" means (i) with respect to any payment of interest,
the Interest Payment Date applicable thereto, (ii) with respect to any payment
of defaulted interest, the payment date established pursuant to Section 2.16,
(iii) with respect to amounts due on the redemption of any Security, the
Redemption Date applicable thereto, and (iv) with respect to the final maturity
of the Securities, December 6, 2007.
"SEC" means the Securities and Exchange Commission and any government
agency succeeding to its functions.
"SECTION 1110" means Section 1110 of the Bankruptcy Code.
"SECTION 1110 PERIOD" means the continuous period of (i) 60 days specified
in Section 1110(a)(2)(A) of the Bankruptcy Code (or such longer period, if any,
agreed to under Section 1110(b) of the Bankruptcy Code), plus (ii) an additional
period, if any, commencing with the trustee or debtor-in-possession in such
proceeding agreeing, with court approval, to perform its obligations under the
Operative Documents within such 60 days (or longer period as agreed) and
continuing until such time as such trustee or debtor-in-possession ceases to
fully perform its obligations thereunder with the result that the period during
which the Collateral Agent is prohibited from repossessing the collateral under
any Collateral Agreement comes to an end.
"SECURITIES" means the "Securities", as defined in the Indenture, that are
issued under the Indenture.
"SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time.
"SECURITY AGENT" means the Trustee acting in the capacity of security agent
on behalf of the Holders under the Security Agreement.
"SECURITY AGREEMENT" means the Spare Parts Security Agreement dated as of
the date of the Indenture between the Company and the Security Agent.
"SECURITYHOLDER" means any holder of one or more Securities.
"SEMIANNUAL METHODOLOGY" means the Annual Methodology, excluding actions
referred to in clauses (iii) and (iv) of the definition of Annual Methodology.
"SEMIANNUAL VALUATION DATE" is defined in Section 2.2 of the Collateral
Maintenance Agreement.
"SERVICEABLE PARTS" means Pledged Spare Parts in condition satisfactory for
incorporation in, installation on, attachment or appurtenance to or use in an
Aircraft, Engine or other Qualified Spare Part.
"SHELF REGISTRATION STATEMENT" means the shelf registration statement which
may be required to be filed by the Company with the SEC pursuant to the
Registration Rights Agreement, other than an Exchange Offer Registration
Statement.
"SPARE PART" means an accessory, appurtenance, or part of an Aircraft
(except an Engine or Propeller), Engine (except a Propeller), Propeller, or
Appliance, that is to be installed at a later time in an Aircraft, Engine,
Propeller or Appliance.
"SPARE PARTS COLLATERAL" has the meaning specified in Section 2.01 of the
Security Agreement.
"SPARE PARTS DOCUMENTS" has the meaning set forth in clause (6) of the
first paragraph of Section 2.01 of the Security Agreement.
"SPECIAL DEFAULT" means a Payment Default or a Continental Bankruptcy
Event.
"SPECIAL RECORD DATE" has the meaning provided in Section 2.10 of the
Indenture.
"SPECIAL VALUATION DATE" is defined in Section 2.4 of the Collateral
Maintenance Agreement.
"STANDARD & POOR'S" means Standard & Poor's Ratings Services, a division of
The XxXxxx-Xxxx Companies, Inc.
"STATED AMOUNT" means the Maximum Commitment (as defined in the Liquidity
Facility).
"STATED EXPIRATION DATE" is defined in Section 3.5(d) of the Indenture.
"SUBORDINATED SECURITIES" is defined in Section 2.18 of the Indenture.
"SUCCESSOR COMPANY" is defined in Section 5.4(a)(i) of the Indenture.
"SUPPLEMENTAL SECURITY AGREEMENT" means a supplement to the Security
Agreement substantially in the form of Exhibit A to the Security Agreement.
"SUPPORT DOCUMENTS" means the Liquidity Facility, the Policy, the Policy
Provider Agreement and the Fee Letters.
"TAX" and "TAXES" mean any and all taxes, fees, levies, duties, tariffs,
imposts, and other charges of any kind (together with any and all interest,
penalties, loss, damage, liability, expense, additions to tax and additional
amounts or costs incurred or imposed with respect thereto) imposed or otherwise
assessed by the United States of America or by any state, local or foreign
government (or any subdivision or agency thereof) or other taxing authority,
including, without limitation: taxes or other charges on or with respect to
income, franchises, windfall or other profits, gross receipts, property, sales,
use, capital stock, payroll, employment, social security, workers' compensation,
unemployment compensation, or net worth and similar charges; taxes or other
charges in the nature of excise, withholding, ad valorem, stamp, transfer, value
added, taxes on goods and services, gains taxes, license, registration and
documentation fees, customs duties, tariffs, and similar charges.
"TERMINATION NOTICE" has the meaning assigned to such term in the Liquidity
Facility.
"THRESHOLD AMOUNT" means $2,000,000.
"THRESHOLD RATING" means the short-term unsecured debt rating of P-1 by
Moody's and A-1 by Standard & Poor's; PROVIDED that so long as the initial
Liquidity Provider is the Liquidity Provider, the Threshold Rating shall apply
to the Liquidity Guarantor.
"TIA" means the Trust Indenture Act of 1939 (15 U.S. Code xx.xx.
77aaa-77bbbb) as in effect on the date of the Indenture; PROVIDED, HOWEVER, that
in the event the TIA is amended after such date, "TIA" means, to the extent
required by any such amendment, the TIA as so amended.
"TRUST ACCOUNTS" is defined in Section 8.13(a) of the Indenture.
"TRUST OFFICER" means any officer in the corporate trust department of the
Trustee, or any other officer or assistant officer of the Trustee assigned by
the Trustee to administer its corporate trust matters.
"TRUSTEE" means the party named as such in the Indenture until a successor
replaces it in accordance with the provisions of the Indenture and thereafter
means the successor.
"TRUSTEE INCUMBENCY CERTIFICATE" is defined in Section 3.7(a) of the
Indenture.
"TRUSTEE PROVISIONS" is defined in Section 4.1 of the Collateral
Maintenance Agreement.
"TRUSTEE REPRESENTATIVES" is defined in Section 3.7(a) of the Indenture.
"UCC" means the Uniform Commercial Code as in effect in any applicable
jurisdiction.
"UNAPPLIED PROVIDER ADVANCE" is defined in the Liquidity Facility.
"UNSERVICEABLE PARTS" means Pledged Spare Parts that are not Serviceable
Parts.
"U.S." or "UNITED STATES" means the United States of America.
"U.S. AIR CARRIER" means any United States air carrier that is a Citizen of
the United States holding an air carrier operating certificate issued pursuant
to chapter 447 of title 49 of the United States Code for aircraft capable of
carrying 10 or more individuals or 6000 pounds or more of cargo.
"U.S. GOVERNMENT" means the federal government of the United States, or any
instrumentality or agency thereof the obligations of which are guaranteed by the
full faith and credit of the federal government of the United States.
"U.S. GOVERNMENT OBLIGATIONS" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable at the option of the issuer thereof.
"U.S. PERSON" means any Person described in Section 7701(a)(30) of the
Code.
"VALUATION DATES" is defined in Section 2.4 of the Collateral Maintenance
Agreement.
"WARRANTIES" is defined in clause (2) of Section 2.01 of the Security
Agreement.
"WRITTEN NOTICE" means, from the Trustee, the Liquidity Provider or the
Policy Provider, a written instrument executed by the Designated Representative
of such Person. An invoice delivered by the Liquidity Provider pursuant to
Section 3.1 of the Indenture in accordance with its normal invoicing procedures
shall constitute Written Notice under such Section.
"WTC" has the meaning specified in the first paragraph of the Indenture.
SECTION 2. RULES OF CONSTRUCTION. Unless the context otherwise requires, the
following rules of construction shall apply for all purposes of the Operative
Documents (including this appendix) and of such agreements as may incorporate
this appendix by reference.
(a) In each Operative Document, unless otherwise expressly provided, a
reference to:
(i) each of the Company, the Trustee, the Collateral Agent, the Security
Agent or any other person includes, without prejudice to the
provisions of any Operative Document, any successor in interest to it
and any permitted transferee, permitted purchaser or permitted
assignee of it;
(ii) words importing the plural include the singular and words importing
the singular include the plural;
(iii) any agreement, instrument or document, or any annex, schedule or
exhibit thereto, or any other part thereof, includes, without
prejudice to the provisions of any Operative Document, that
agreement, instrument or document, or annex, schedule or exhibit, or
part, respectively, as amended, modified or supplemented from time to
time in accordance with its terms and in accordance with the
Operative Documents, and any agreement, instrument or document
entered into in substitution or replacement therefor;
(iv) any provision of any Law includes any such provision as amended,
modified, supplemented, substituted, reissued or reenacted prior to
the Closing Date, and thereafter from time to time;
(v) the words "Agreement", "this Agreement", "hereby", "herein",
"hereto", "hereof" and "hereunder" and words of similar import when
used in any Operative Document refer to such Operative Document as a
whole and not to any particular provision of such Operative Document;
(vi) the words "including", "including, without limitation", "including,
but not limited to", and terms or phrases of similar import when used
in any Operative Document, with respect to any matter or thing, mean
including, without limitation, such matter or thing; and
(vii) a "Section", an "Exhibit", an "Annex", an "Appendix" or a "Schedule"
in any Operative Document, or in any annex thereto, is a reference to
a section of, or an exhibit, an annex, an appendix or a schedule to,
such Operative Document or such annex, respectively.
(b) Each exhibit, annex, appendix and schedule to each Operative
Document is incorporated in, and shall be deemed to be a part of, such Operative
Document.
(c) Unless otherwise defined or specified in any Operative Document,
all accounting terms therein shall be construed and all accounting
determinations thereunder shall be made in accordance with GAAP.
(d) Headings used in any Operative Document are for convenience only
and shall not in any way affect the construction of, or be taken into
consideration in interpreting, such Operative Document.
(e) For purposes of each Operative Document, the occurrence and
continuance of a Default or Event of Default referred to in Section 7.1(d), (e)
or (f) of the Indenture shall not be deemed to prohibit the Company from taking
any action or exercising any right that is conditioned on no Special Default,
Default or Event of Default having occurred and be continuing if such Special
Default, Default or Event of Default consists of the institution of
reorganization proceedings with respect to the Company under Chapter 11 of the
Bankruptcy Code and the trustee or debtor-in-possession in such proceedings
shall have agreed to perform its obligations under the Operative Documents with
the approval of the applicable court and thereafter shall have continued to
perform such obligations in accordance with Section 1110.
EXHIBIT A
FORM OF SUPPLEMENTAL SECURITY AGREEMENT
(To Add Designated Locations)
SUPPLEMENTAL SECURITY AGREEMENT No. _____
SUPPLEMENTAL SECURITY AGREEMENT NO. _______, dated as of __________ of
CONTINENTAL AIRLINES, INC., a Delaware corporation (together with its successors
and assigns, the "COMPANY").
WHEREAS, the Company, which is a certificated air carrier under Section
44705 of title 49 of the U.S. Code, and Wilmington Trust Company, as Security
Agent (the "SECURITY AGENT"), have heretofore executed and delivered a Spare
Parts Security Agreement, dated as of [ ], 2002 (the "SECURITY AGREEMENT"), and
terms defined in the Security Agreement and used herein have such defined
meanings unless otherwise defined herein;
WHEREAS, the Security Agreement grants a Lien on, among other things,
certain Spare Parts and Appliances to secure (subject to the provisions of the
Security Agreement) the payment of the Securities and the other Obligations;
WHEREAS, the Company has previously designated the locations at which the
Pledged Spare Parts may be maintained by or on behalf of the Company in the
Security Agreement [and in Supplemental Security Agreement No. __];
WHEREAS, the Security Agreement [and the Supplemental Security Agreements]
has [have] been duly recorded with the Federal Aviation Administration at
Oklahoma City, Oklahoma, pursuant to the Federal Aviation Act on the following
date as a document or conveyance bearing the following number:
DATE OF DOCUMENT OR
RECORDING CONVEYANCE NO.
Security Agreement......
WHEREAS, the Company, as provided in the Security Agreement, is hereby
executing and delivering to the Security Agent this Supplemental Security
Agreement for the purposes of adding locations at which the Pledged Spare Parts
may be maintained by or on behalf of the Company; and
WHEREAS, all things necessary to make this Supplemental Security Agreement
the valid, binding and legal obligation of the Company, including all proper
corporate action on the part of the Company, have been done and performed and
have happened;
NOW, THEREFORE, THIS SUPPLEMENTAL SECURITY AGREEMENT WITNESSETH, that the
locations listed on Schedule 1 hereto shall be Designated Locations for purposes
of the Security Agreement at which Pledged Spare Parts may be maintained by or
on behalf of the Company.
This Supplemental Security Agreement shall be construed as supplemental to
the Security Agreement and shall form a part thereof, and the Security Agreement
is hereby incorporated by reference herein and is hereby ratified, approved and
confirmed.
THIS SUPPLEMENTAL SECURITY AGREEMENT IS DELIVERED IN THE STATE OF NEW YORK.
THIS SECURITY AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Delivery of an executed counterpart of a signature page to this
Supplemental Security Agreement by telecopier shall be effective as delivery of
an original executed counterpart of this Supplemental Security Agreement.
IN WITNESS WHEREOF, this Supplemental Security Agreement has been duly
executed and delivered all as of the date first above written.
CONTINENTAL AIRLINES, INC.
By:
--------------------------------------
Name:
Title:
SCHEDULE I to EXHIBIT A
SCHEDULE 1
DESIGNATED LOCATIONS
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WAREHOUSING
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Continental Airlines, Inc., Stores / Receiving 0000 X. Xxxxx Xxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Continental Airlines, Inc., Off-Site Warehouse 000 Xxxxxxxxxxxxx Xxx., Xxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving Xxxxxxxx Road, Hangar 55C, Xxxxxx, XX 00000
------------------------------------------------------------------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving 00-0000 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxx 00000
------------------------------------------------------------------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving Material Services - EWA Service Road. Gate 30, Honolulu International
Airport, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving 000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving 0000 Xxxxxxxxx Xxxxxx #0, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving Houston Intercontinental Airport, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving 0000 Xxxxx Xxx Xxxx, Xxx Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving 0000 Xxxx Xxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Xxxxxxx Warehouse Kitting 0000 Xxxxxx Xxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Parts Control 00000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving 0000 Xxxxxx Xxxx / Xxxx X, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
SCHEDULE 1
DESIGNATED LOCATIONS
------------------------------------------------------------------------------------------------------------------------------------
MAINTENANCE
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Atlanta Xxxxxxxxxx Intl. Airport Concourse D - 8, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Xxxxx Intl. Airport Terminal C - A/C Dept., E. Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 00000 Xxxx 000xx Xxxxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 000 X. Xxxxxxxx Xxxxx, Xxx. 000, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Detroit Xxxxx Xxxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Hangar 00, Xxxxxxxx Xxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 00 Xxxxxxxx Xxxxx, Xx. Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Honolulu Intl. Airport, 000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 0000 Xxxxxxxx, Xxxx. 0 Xxxxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 0000 Xxxxxx Xxxx, 000-X, Xxxxxx X, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 00000 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 5757 Xxxxx Xxxxxx Blvd.- Ticket Counter, Xxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 0000 Xxxxx Xxx Xxxx, Xxx Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. LaGuardia Airport, Main Terminal, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 0000 Xxxxxxxxx Xxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Xxxxx Xxx'x Xxxxxxx - Xxxxxxxxx X, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. New Orleans Intl. Airport Xxxx 0, Xxxx Xxxxxx Xxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. X'Xxxx Intl. Airport, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 0000 Xxx Xxxxxx Xxxx., Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Raleigh - Durham Intl. Airport, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 0000 Xxxxxxx Xxxx. Xxxx 000, Xxx Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. SEA-TAC Intl. Airport- A/C MX Dept., Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Xxx Xxxxxxxxx Xxxx. Xxxxxxx-X. Xxxxxxxx Xxxx, Xxx Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. 00000 X. Xxxxxxx Xxx, Xxx. 000, Xxxxx Xxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Tampa Intl. Airport - Airside A, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
SCHEDULE 1
DESIGNATED LOCATIONS
------------------------------------------------------------------------------------------------------------------------------------
REPAIR SUPPLIES
------------------------------------------------------------------------------------------------------------------------------------
4 Flight Industries 0000 X Xxxxx Xxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
AAR Hermetic 000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
ACME Electric Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxx Rite Aerospace Inc 0000 X Xxxx Xx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Air Cruisers Company 0000 Xxxxxxx 00 Xxxxx, Xxxx Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Air Cruisers Company 00000 Xxxxxx Xxxxxx Xxxxxxxx X, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Air Show Inc 00000 Xxx Xxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Air Spares 0000 Xxxx "X" Xxxxxx, Xxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Aircraft Interiors Resources 000 Xxxxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxx Aircraft Products Inc 0000 Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Ameron Global Product Support 0000-0 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Ametek Aerospace Aerospace & Power Inst., 00 Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Ametek Aerospace 0000 Xxxxxxxx Xxx., Xxxxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Applied Aerodynamics Inc 0000 Xxxxxx Xxxxxx Xx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Argo-Tech Corporation 000 Xxxx 00xx Xxxxxx, Xxxxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Arkwin Industries, Inc 000 Xxxx Xxxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Aviall Battery Shop 0000 Xxxxxxx Xx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Aviall Services Inc 0000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Aviall Services Inc 0000 X Xxxxxxxxx Xx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Aviall Services Inc 000 Xxxxx Xx., Xxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Aviation Product Support Inc 0000 Xxxxx Xxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Av-Ox, Inc 0000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Av-Ox, Inc 0000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Avtech Corp 0000 Xxxxxxxxxxx Xxxxxx X, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
BAE Systems Controls Inc 0000 Xxxxxx Xx, Xxxx #0, Xxxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxx Controls Aerospace 0000 Xxx Xxxx Xxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
BE Aerospace 00000 Xxxxxx Xxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
BE Aerospace ISG 0000 X. Xxxxxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
BFGoodrich Aircraft Repairs/Cust Service, 000 Xxxxxx Xxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
SCHEDULE 1
DESIGNATED LOCATIONS
------------------------------------------------------- ----------------------------------------------------------------------------
Boeing Company Airplane Div Cust Repair Services, M/S 34-02/Col d4, 2201 S. 000 Xx. Xxxx X00,
Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Boeing Company Airplane Div 0000 Xxxxxx Xxxx Xxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Boeing Company Airplane Div 0000 X 000xx Xxxxxx, Xxxx 0000 Door W-10, SSA111, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Boeing Company Airplane Div The Boeing Co Wichita Div, Attn: T Spear 000-000-0000, 0000 X. Xxxxxx,
Xxxxxxxx 0-000X, Xxxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Britax Aircraft Interior Xxxx Xxxxx Corporate Park, 0000 Xxxxx 000xx Xxxxxx, Xxxxxxxx X,
Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Carleton Technologies Inc 00 Xxxxxx Xxxxx, Xxxxxxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Circle Seal Corporation Return Materials, 0000 Xxxxxxx Xxxxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines Battery Shop, Orlando Intl Airport, 0000 Xxxx Xx, Xxxxx 000,
Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc. Xxxxxxxxxx Xx, X000, XX00, Xxx Xxxxxxx Intl Airport, 0000 Xxxxx Xxx Xxxx,
Xxx Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Crane Co Hydro-Aire Division 0000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Crissair Inc 00000 00xx Xxxxxx Xxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxx-Xxxxxx Flight Sys 0000 Xxxxxxxxx Xxxx., Xxxxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Delta Airlines Inc Hartsfield Int'l Airport, TOC2 & TOC3 Breezeway, Department 380,
0000 Xxxxxxxx Xxxx, Xxxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Eaton Aeroquip Inc Xxxxxxxxxxx Xxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxx Aerospace LLC 0000 Xxxxxxxxx Xxxxxx X.X., Xxxxx Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
EFS Aerospace Inc 643247 00000 Xxxxxx Xxxxxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Eldec Corporation 0000 000xx Xx. Xxxxxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Envirovac Inc 0000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxx Engineering & 000 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxx Aerospace, Inc 0000 Xxxxxxx Xx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Gables Engineering Inc 000 Xxxxx Xxxxxx, Xxxxx Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
GE Aircraft Engines 0000 Xxxxxxx Xxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
GE Engine Services, Inc Aviation Service Dept, ACSC Central Rcv'g Dock 1, 000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
GE Engine Services, Inc Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
GE Engine Services, Inc c/o Honeywell Intl Inc, 0 Xxxxx Xxxxxxx Xx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
General Dynamics OTS, Inc. Attn: CRR, 0000 Xxxxxxx Xx. XX, Xxxxxxxx 00X, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
GKN Aerospace Chem-Tronics Inc 0000 X. 000xx Xxxx Xxxxxx, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Corporation 0000 Xxxxxx Xxxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Corporation 0000 Xxxx Xxxxxx Xxxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Corporation Landing Gear Division, 0000 X X. 000xx Xx, Xxx Xxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
SCHEDULE 1
DESIGNATED LOCATIONS
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Corporation Xxxxxxxxxx Xx., XX00, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Corporation 00 Xxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Corporation Aerostructures Group, Foley Service Center, 0000 Xxxx Xxxx Xxxxxx,
Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Corporation 0000 Xx 0xx Xxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Corporation Xxxxxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Corporation AIS 000 X. Xxxxxx Xxxx, Xxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
H&L Accessory Inc X000 Xxx Xxxxxxxx Xx, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Sundstrand 4747 Xxxxxxxx Road, Plant 6, RATN. Repair Center, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Sundstrand 00000X X. Xxxxx Xxxxxx Xxxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Sundstrand Corp 0 Xxxxxxxx Xx., Xxx X, Xxxxxxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Sundstrand Corp 0000 Xxxxxx Xxxxxxx Xxxxx, Xxxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxx Electrical Mfg. Div.-CII Technologies, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Hawker Pacific Inc 00000 Xxxxxxx Xxx, Xxx Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell Inc 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell Inc 0000 Xxxx Xxx X X, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell Inc 0000 Xxxxxxxxx Xxxx., Xxxx Xxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International 00000 Xxx Xxxxxx Xxxx., Xxxxx #000, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 0000 X. Xxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 0 Xxxxx Xxxxxxx Xx., Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 0000 Xxxx Xxxxxx Xxxx, X & X Xxxxxxxxx, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 00000 X Xxxxxx Xx, Xxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 000 X. Xxxxxxxxxxx Xx., Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc 0000 X. Xxxxxxxx, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell/Xxxxxx Product Support Group, 000 Xxxxx Xxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
HR Textron Inc 00000 Xxxx Xxx Xxx Xx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
I T T Aerospace Controls Repair and Overhaul, 00000 Xxxxxxxx Xxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxxx U.S.A. 000 Xxxxxxxxxx Xxx Xxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
IDC Aerospace, LLC 0000 X. Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
IPECO Inc 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
JAMCO America 0000 00xx Xx XX, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Kidde Aerospace 0000 Xxxxxxx Xx, XX Xxxx. X, Xxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
KPS N.A. Inc 000-X Xxxxx Xxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Kulite Semiconductor Prod. Xxx Xxxxxx Xxxx Xxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
L3 Communications Aviation 0000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
SCHEDULE 1
DESIGNATED LOCATIONS
------------------------------------------------------- ----------------------------------------------------------------------------
Labinal Aero Defense Sys Inc 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Matsushita Avionics Systems 00000 00xx Xxxxx X.X., Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Matsushita Avionics Systems 0000 Xxxxx Xxxxxxxx Xx #000, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Med-Air 00000 X. 00 Xxx., Xxxxx 000, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Meggitt Safety Systems, Inc 0000 Xxxxxxx Xxxxxx, Xxxx Xxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxx Services America, Inc., 00000 Xxxxxx Xxx, Xxxxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Midway Aircraft Instrument 000 Xxxxx Xx., Xxxxxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Miltope Corp Attn: Product Support, 000 Xxxxxxxxxx Xxxx Xxxxx, Xxxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Monogram Sanitation 000 Xxxx Xxxxxxx Xxxx., Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Moog Inc 0000 Xxxxx 0000 Xxxx, Xxxx Xxxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Norco Inc 000 Xxxxx Xxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Nordam Group Inc 00000 X. Xxxx Xxxxxx, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Nordam-Texas 0000 Xxxx Xxxxx Xx, Xx. Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
X X Xxxxxx Controls, Inc 0000 Xxxxxx, Xxxxxxxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Parker Hannifin 0000 Xxxxxx Xxx., Xxxxxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Parker Hannifin Corp 00000 Xxxxx Xxxxxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Parker Hannifin Corp Gull Electronics Sys. Div, 000 Xxxxxx Xxxxxxxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Parker Hannifin Corp 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
PPG Industries Inc 0000 Xxxxxxx 00 Xxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Radiant Power Corp 0000 Xxxxxxxx Xxxxx, Xxx X, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Xxxxxxx 0000 Xxxxxxxxx Xxxxxx Xx., #X, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Xxxxxxx Avionics 000 Xxxxxxx Xxxx X.X., Xxxxx Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Xxxxxxx Avionics 0000 Xxxxxxxxxx Xxxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Xxxxxxx Avionics 0000 Xxxxxxx Xxxx, Xxxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Xxxxxxx Avionics 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Xxxxxxx Avionics 000 Xxxxxx Xxx XX, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Kratos 00000 Xxx Xxxxxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Rosemount Aerospace Inc 00000 Xxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Sicma Aero Seat Services, Inc 00000 00xx Xxx. XX Xxx 000, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Smiths Aerospace Acuation 0000 X Xxxxxxxxxx Xxx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Smiths Industries 00000 Xxxxxxxxx Xxxx. Xxxx X, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Smiths Industries 0000 Xxxxxxxxx Xxx., Xxxxx Xxxxxx, XX 00000-0000
------------------------------------------------------- ----------------------------------------------------------------------------
Smiths Industries Acuation Sys 000 Xxxxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Soundair 00000 Xxxx-Xxx Xx., Xxxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
SCHEDULE 1
DESIGNATED LOCATIONS
------------------------------------------------------- ----------------------------------------------------------------------------
Spirent Systems Wichita Inc 0000 X. 00xx Xxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Tactair Fluids Control 0000 Xxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Teledyne Controls 00000 Xxxx Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Thales Avionics, Inc. 000 Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Transaero Inc 00 Xxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Transdigital Comm Corporation 0000 X Xxxxxxx Xxxx, Xxxxx 000, Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Unison Industries 0000 Xxx Xxxxxxx Xxx, Xxxxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Verizon Airfone Inc 0000 Xxxxxx Xx, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Vibro-Metr Inc 00 Xxxxx Xxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxx Inc 0000 Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Volvo Aero Services LP 00000 00xx Xxx Xxxxx, Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
West Coast Specialties Inc 0000 000xx Xxx. X.X., Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxxx Controls Inc 00000 Xxxxxxx Xx, Xxxxx Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
SCHEDULE 1
DESIGNATED LOCATIONS
------------------------------------------------------------------------------------------------------------------------------------
MAINLINE STATIONS
------------------------------------------------------------------------------------------------------------------------------------
Albuquerque Int'l Airport 0000 Xxxxxxx Xxxx Xxxxx Xxxx, Xxxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Anchorage Int'l Airport 0000 X. Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Atlanta Int'l Airport 0000 Xxxxx Xxxxxxxx Xxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxx-Xxxxxxxxx Int'l Airport 0000 Xxxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Bradley Int'l Airport Xxxxxxx International Airport, Xxxxxxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Birmingham Int'l Airport 0000 Xxxxxxx Xxx., Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Nashville Metropolitan Airport 0 Xxxxxxxx Xx, Xxxxx 000, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Logan Int'l Airport Xxxxx International Airport, 000 Xxxxxxxx X, Xxxx Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Baton Rouge Xxxxxxxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx, Xxxxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Buffalo Niagara Int'l Airport Buffalo Niagara International Airport, East Terminal, Attn: Ticket Counter,
Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Baltimore/Washington Int'l Airport Xxxxxxxxx/Xxxxxxxxxx Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Charleston Int'l Airport 0000 Xxxxxxxxxxxxx Xxxx, Xxxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Charlotte Xxxxxxx Int'l Airport 0000 Xxxx Xxxxxxxxxx Xxxx, Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Port Columbus Int'l Airport 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Colorado Springs Int'l Airport Xxxxxxxx Field, 0000 Xxxxxxx Xx., Xxxxxxxx Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Corpus Christi Int'l Airport 000 Xxxxxxxxxxxxx Xx., Xxxxxx Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Washington National Airport Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx X, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Denver Int'l Airport 0000 Xxxx Xxxx., Xxxx 0000, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Dallas/Ft.Worth Int'l Xxxxxxx Xxxxxxxx X, Xxxxxx/Xx. Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Detroit MetroAirport Xxxxxx X. XxXxxxxx Xxxxxxxx, Xxxxxxxx 000, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Eagle/Vail Int'l Airport 0000 Xxxxx Xxxxxx Xx., Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
El Paso Int'l Airport 0000 Xxxxxxx, Xx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Ft. Lauderdale Int'l Airport 00 Xxxxxxxx Xxxxx, Xxxxxxxx 0, Xx. Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Piedmont Triad Int'lAirport 0000 Xxxxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Yampa Valley Regional Airport 00000 Xxxxx Xxxxxx Xx. 00X, Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Honolulu Int'l Airport 000 Xxxxxx Xxxx. #00, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Washington Dulles Int'l Airport Main Ticket Counter, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Indianapolis Int'l Airport 0000 Xxxxx Xxxx Xxxxxx Xx. Xxxxx 00, Xxxxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Jacksonville Int'l Airport 0000 Xxxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
SCHEDULE 1
DESIGNATED LOCATIONS
------------------------------------------------------- ----------------------------------------------------------------------------
JFK Int'l Airport Terminal One Xxxxxx Xxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
McCarran Int'l Airport 0000 Xxxxx Xxxxxx Xxxx., Xxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Los Angeles Int'l Airport 000 Xxxxx Xxx, Xxx Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
La Guardia Int'l Xxxxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Kansas City Int'l Airport 00 Xxxxxx Xxxxxx, Xxxxxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Orlando Int'l Airport 0000 Xxxxxxx Xxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Midway Airport 0000 X. Xxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Memphis Int'l Airport 0000 Xxxxxxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxx Int'l Airport 0000 Xxxxx Xxxxxxxxxxxx Xxxx, Xxxxx 000, XxXxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Manchester Airport Xxxxxxxxxx Xxxxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Miami Int'l Airport Miami International Airport, Concourse G - 3rd Fl., Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
General Xxxxxxxx Int'l Airport X. Xxxxxx Avenue, Milwaukee, WI 53207
------------------------------------------------------- ----------------------------------------------------------------------------
Minneapolis/St.Xxxx Int'l Airport 0000 Xxxxxxx Xxxxx, Xxxx Xxxxxxxxx, Xx. Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
New Orleans Int'l Airport 000 Xxxxxxx Xxx., Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Montrose County Airport 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Myrtle Beach Int'l Airport 0000 Xxxxxxx Xx., Xxxxxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Oakland Int'l Airport 0 Xxxxxxx Xxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxx Xxxxxx World Airport 0000 Xxxxxxxx Xx., Xxxxxxxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxx Airfield 0000 Xxxxx Xxxxx, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Ontario Int'l Airport 0000 X. Xxxxxxx Xx., Xxxx 0000, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
X'Xxxx Int'l Airport X'Xxxx International Airport, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Norfolk Int'l Airport 0000 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Palm Beach Int'l Airport 0000 XXXX, Xxx #000, Xxxx Xxxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Portland Int'l Airport 0000 XX Xxxxxxx Xxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Philadelphia Int'l Airport Philadelphia International Airport, Concourse X, Xxxxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Sky Harbor Int'l Airport 0000 Xxx Xxxxxx Xxxx., Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Pittsburgh Int'l Airport Pittsburgh International Airport, Main Terminal, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Pensacola Int'l Airport 0000 Xxxxxxx Xxxx., Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Palm Springs Int'l Airport 0000 X. Xxxxxxxx Xxxxxx Xxx Xxxxx 0, Xxxx Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxxx Xxxxxxx Green Airport X. X. Xxxxx Xxxxx Xxxxxxx, Xxxx Xxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxx Xxxxxx Int'l. Airport. 0000 Xxxxx Xx, Xxxxxxx XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Richmond Int'l Airport 0 Xxxxxxx X. Xxxx Xxxxx, Xxxxx 000, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Reno Tahoe Int'l Airport 0000 Xxxx Xxxxx Xxxx, Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Southwest Florida Int'l Airport 00000 Xxxxxxxxxx Xxxxxxx, Xx. Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
SCHEDULE 1
DESIGNATED LOCATIONS
------------------------------------------------------- ----------------------------------------------------------------------------
San Diego Int'l Airport 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
San Antonio Int'l Airport 0000 Xxxxxxx Xxxx., Xxx Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Savannah Int'l Aiport 000 Xxxxxxx Xxx., Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Louisville Int'l Airport 000 Xxxxxxxx Xxxxx, Xxx 0, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Seattle-Tacoma Int'l Airport 00000 Xxxxxxx Xxxxxxx Xxxxx, Xxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
San Francisco Int'l Airport Xxxxx Xxxxxxxx Xxxxxxxx Xxx Xxxxxxx Xxxxx, Xxx Xxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
San Xxxx Int'l Airport 0000 Xxxxxxx Xxxx, Xxxxxxxx X, Xxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Salt Lake Int'l Airport 000 Xxxxxxxx Xx., Xxxx Xxxx Xxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Sacramento Metropolitan Airport 0000 Xxxxxxx Xxxxxxxxx, Xxxxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxx Xxxxx Airport 00000 X. Xxxxxxx Xxx, Xxxxx 000, Xxxxx Xxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Sarasota/Bradenten Airport 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Xxxxxxx Field 00000 Xxxxxxx Xxx'x Xxxx., Xx. Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Tampa Int'l Airport 0000 Xxxx Xxxxxx Xx., Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Tulsa Int'l Airport 0000 Xxxx Xxxxxx, Xxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
Tucson Int'l Airport 0000 Xxxxx Xxxxxx Xxx., Xxxxxx, XX 00000
------------------------------------------------------- ----------------------------------------------------------------------------
