EXHIBIT 10.27
INDENTURE SUPPLEMENT NO. 1 [N361ML]
This Indenture Supplement No. 1 [N361ML] dated September 27, 2000, of First
Union Trust Company, National Association, a national banking association, not
in its individual capacity but solely as owner trustee (herein called the "Owner
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Trustee") under the Trust Agreement [N361ML] dated as of September 27, 2000,
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(the "Trust Agreement") between First Union Trust Company, National Association,
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and the Owner Participant named therein.
WITNESSETH:
WHEREAS, the Indenture provides for the execution and delivery of this
Indenture Supplement which shall particularly describe the Aircraft included in
the property covered by the Indenture.
WHEREAS, the Trust Indenture and Security Agreement [N361ML] dated as of
September 27, 2000 (the "Indenture") between the Owner Trustee and Allfirst
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Bank, as Indenture Trustee (herein called the "Indenture Trustee") provides for
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the execution and delivery of an Indenture Supplement substantially in the form
of this Indenture Supplement No. 1, which Supplement shall particularly describe
the Aircraft included in the Indenture Estate, and shall specifically mortgage
such Aircraft to the Indenture Trustee.
WHEREAS, the Indenture relates to the Aircraft and the Engines described in
the following paragraph and a counterpart of the Indenture is attached to and
made a part of this Indenture Supplement No. 1, and this Indenture Supplement
No. 1, together with such attachment, is being filed for recordation on or
promptly after the date of this Indenture Supplement No. 1 with the Federal
Aviation Administration as one document.
NOW, THEREFORE, to secure the prompt payment of the principal of and Make-
Whole Premium, if any, and interest on, and all other amounts due with respect
to, all Outstanding Equipment Notes under the Indenture and all other amounts
due hereunder and the performance and observance by the Owner Trustee of all the
agreements, covenants and provisions for the benefit of the Holders and
contained in the Indenture, the Participation Agreement and the Equipment Notes,
and the prompt payment of any and all amounts from time to time owing under the
Participation Agreement by the Owner Trustee or the Lessee to the Holders and
the Indenture Indemnitees (provided that, with respect to amounts owed to the
Liquidity Providers which relate to amounts due under the Liquidity Facilities,
the amounts secured by the Indenture shall only include such amounts to the
extent due and owing pursuant to the final paragraph of Section 2.04 of the
Indenture) and for the uses and purposes and subject to the terms and provisions
of the Indenture and the Equipment Notes, and in consideration of the premises
and of the covenants contained in the Indenture, and of the purchase of the
Equipment Notes by the Holders, and of the sum of $1 paid to the Owner Trustee
by the Indenture Trustee at or before the delivery of the Indenture, the receipt
of which is hereby
acknowledged, the Owner Trustee has granted, bargained, assigned, transferred,
conveyed, mortgaged, pledged, granted a security interest in, and confirmed, and
does hereby grant, bargain, assign, transfer, convey, mortgage, pledge, grant a
security interest in, and confirm, unto the Indenture Trustee, its successors
and assigns, in trust for the equal and ratable security and benefit of the
Holders, in the trust created by the Indenture, and subject to all of the terms,
conditions, provisions and limitations set forth in the Indenture, a first
priority security interest in and mortgage lien on all estate, right, title and
interest of the Owner Trustee in, to and under the following described property:
AIRFRAME
One Airframe identified as follows:
FAA Manufacturer's
Registration Serial
Manufacturer Model Number Number
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The Boeing Company 737-7BX N361ML 30736
together with all appliances, equipment, instruments and accessories (including,
without limitation, radio and radar) from time to time belonging thereto, owned
by the Owner Trustee and installed in or appurtenant to said aircraft.
AIRCRAFT ENGINES
Two aircraft engines, each such engine having 750 or more rated takeoff
horsepower or the equivalent thereof, identified as follows:
Manufacturer's
Serial
Manufacturer Model Number
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CFM International, Inc. CFM-56-7B20 876573
877574
together with all equipment and accessories belonging thereto, by whomsoever
manufactured, owned by the Owner Trustee and installed in or appurtenant to such
aircraft engines.
Together with all substitutions, replacements and renewals of the property
described above, and all property owned by the Owner Trustee which shall
hereafter become physically attached to or incorporated in the property
described above, whether the same are now owned by the Owner Trustee or shall
hereafter be acquired by it.
As further security for the obligations referred to above and secured by
the Indenture and hereby, the Owner Trustee has granted, bargained, assigned,
transferred, conveyed, mortgaged, pledged and confirmed, and does hereby grant,
bargain, assign, transfer, convey, mortgage, pledge and confirm, unto the
Indenture Trustee, its successors and assigns, for the security and benefit of
the Holders, in the trust created by the Indenture, and subject to all of the
terms, conditions, provisions and limitations set forth in the Indenture, all of
the estate, right, title and interest of the Owner Trustee in, to and under the
Lease Supplement (other than Excepted Payments, if any) covering the property
described above.
TO HAVE AND TO HOLD all and singular the aforesaid property unto the
Indenture Trustee, its successors and assigns, for the benefit and security of
the Holders for the uses and purposes and subject to the terms and provisions
set forth in the Indenture.
This Indenture Supplement shall be construed as supplemental to the
Indenture and shall form a part thereof, and the Indenture is hereby
incorporated by reference herein and is hereby ratified, approved and confirmed.
This Indenture Supplement is being delivered in the State of New York.
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IN WITNESS WHEREOF, the Owner Trustee has caused this Indenture Supplement
No. 1 to be duly executed as of the date first written above by one of its
officers thereunto duly authorized.
First Union Trust Company, National Association,
not in its individual capacity, except as
specifically set forth herein, but solely as Owner
Trustee
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
