Exhibit A-6 to Note Purchase Agreement
[FORM OF FRENCH PLEDGE AGREEMENT FOR LEASED AIRCRAFT]
FRENCH PLEDGE AGREEMENT
THIS AGREEMENT HAS BEEN PREPARED BASED UPON THE ASSUMPTION THAT BOTH SERIES
G AND SERIES C EQUIPMENT NOTES WILL BE ISSUED. IF SERIES C EQUIPMENT NOTES
ARE NOT ISSUED ON A PARTICULAR CLOSING DATE, THIS AGREEMENT SHALL BE
MODIFIED TO REMOVE REFERENCES TO SERIES C EQUIPMENT NOTES AND TO MAKE OTHER
RELATED CHANGES.
THIS PLEDGE is made on this ____ day of _______________, _______________
(this "Pledge")
BETWEEN:
(1) First Security Bank, National Association, a national banking
association having its principal place of business at 00 Xxxxx
Xxxx Xxxxxx, 0xx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000 U.S.A.,
acting not in its individual capacity but solely as Owner
Trustee under the Trust Agreement defined below (hereinafter
referred to as the "Pledgor"); and
(2) State Street Bank and Trust Company of Connecticut, National
Association, a national banking association having its
principal place of business at 000 Xxxxxx Xxxxxx, Xxxxxxx
Square, Hartford, Connecticut 06103, U.S.A., acting not in its
individual capacity but solely as Indenture Trustee under the
Trust Indenture defined below (hereinafter referred to as the
"Pledgee").
RECITALS
(A) Pursuant to the terms of the Trust Indenture, the Pledgor has,
inter alia, assigned to the Pledgee by way of collateral
security certain of its right, interest, claims and demands in
and to the Secured Documents (as hereinafter defined).
(B) The Pledgor and the Pledgee wish to create a pledge under
French law of the right, interest, claims and demands of the
Pledgor in and to the Secured Documents.
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. DEFINITIONS
Capitalized terms used herein without definition have the
respective meanings ascribed to them in the Trust Indenture
(whether set out therein or incorporated by reference).
"Indenture Documents" means the Trust Indenture, the Participation
Agreement, the Equipment Notes and the Lease.
"Trust Indenture" means the Trust Indenture and Security Agreement,
dated as of _________ , 2000 and made between the Pledgor and the
Pledgee.
"Secured Documents" means the Purchase Agreement Assignment and the
Consent and Agreement.
2. PLEDGE
In order to assure the due performance by the Pledgor of the
Secured Obligations and in order to secure the payment of all
amounts due and owing by the Pledgor in connection therewith
(whether of principal, interest or other amounts), the Pledgor
hereby grants and pledges to the Pledgee, all of the Pledgor's
right, title and interest in and to the Secured Documents and to
all payments or proceeds (other than Excluded Payments) to be
received by the Pledgor and all rights of the Pledgor to enforce
such payments under all of the Secured Documents.
It is understood that this Pledge is granted as security for the
payment of:
(i) the principal amount of US$[ ] payable with respect to [ ];
(ii) interest on the outstanding amount at the rate of [ ]%;
(iii) all other amounts payable by the Pledgor to the Pledgee
under the Indenture Documents; and
(iv) any expenses incurred in the enforcement of the payment
obligations and recovery of the sums payable under the
Indenture Documents.
3. NOTIFICATION
The Pledgor shall, in accordance with Article 2075 of the French
Civil Code, register a French translation of this Pledge with the
relevant French tax authorities ("recette des impOts") and shall
give notice thereof by huissier to AVSA, S.A.R.L. and Airbus
Industrie G.I.E..
4. GOVERNING LAW
This Pledge is of a commercial nature and shall be governed by and
construed in accordance with French law.
IN WITNESS WHEREOF, the parties hereto have caused this Pledge to
be duly executed as of the day and year first above written.
FIRST SECURITY BANK, NATIONAL ASSOCIATION, not
in its individual capacity but solely as Owner
Trustee
By: _________________________________
Name:
Title:
` STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Indenture Trustee
By: ________________________________
Name:
Title:
