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AIRCRAFT MORTGAGE AND SECURITY AGREEMENT
DATED AS OF MAY 12, 1998
BETWEEN
NORTHWEST AIRLINES, INC.
AND
BANKERS TRUST COMPANY,
AS COLLATERAL AGENT
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TABLE OF CONTENTS
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ARTICLE 1.
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.1. Certain Definitions. . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2.
SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2.1. Grant of Security Interest . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 3.
GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS . . . . . . . . . . . . . . . . 4
Section 3.1. General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(a) Necessary Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(b) No Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(c) Other Financing Statements. . . . . . . . . . . . . . . . . . . . . . . . . . 4
(d) Chief Executive Office; Records . . . . . . . . . . . . . . . . . . . . . . . 5
(e) Recourse. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3.2. Possession, Operation and Use, Maintenance and Registration. . . . . 6
(a) Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(b) Operation and Use. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(c) Maintenance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(d) Identification of Collateral Agent's Interest. . . . . . . . . . . . . . 10
(e) Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.3. Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 3.4. Replacement and Pooling of Parts; Alterations, Modifications
and Additions; Substitution of Engines. . . . . . . . . . . . . . . 11
(a) Replacement of Parts . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(b) Parts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(c) Pooling of Parts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(d) Alterations; Modifications and Additions . . . . . . . . . . . . . . . . 12
(e) Substitution of Engines. . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.5. Loss, Destruction or Requisition . . . . . . . . . . . . . . . . . . 15
(i)
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(a) Event of Loss With Respect to Airframes. . . . . . . . . . . . 15
(b) Effect of Replacement. . . . . . . . . . . . . . . . . . . . . 15
(c) Conditions to Airframe Replacement . . . . . . . . . . . . . . 16
(d) Non-Insurance Payments Received on Account of an Event of
Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
(e) Requisition of Use . . . . . . . . . . . . . . . . . . . . . . 19
(f) Application of Payments During Existence of Event of Default . 19
Section 3.6. Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
(a) Public Liability and Property Damage Insurance . . . . . . . . 19
(b) Insurance Against Loss or Damage to the Aircraft . . . . . . . 21
(c) Reports, etc.. . . . . . . . . . . . . . . . . . . . . . . . . 23
(d) Self-Insurance . . . . . . . . . . . . . . . . . . . . . . . . 24
(e) Additional Insurance by the Collateral Agent and the Company . 24
(f) Indemnification by Government in Lieu of Insurance . . . . . . 24
(g) Application of Payments During Existence of an Event of
Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 3.7. Filings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ARTICLE 4.
REMEDIES OF THE COLLATERAL AGENT
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UPON AN EVENT OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.1. Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.2. Remedies with Respect to Collateral. . . . . . . . . . . . . . . . . 26
(a) Remedies Available . . . . . . . . . . . . . . . . . . . . . . 26
(b) Notice of Sale . . . . . . . . . . . . . . . . . . . . . . . . 28
(c) Receiver . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
(d) Concerning Sales . . . . . . . . . . . . . . . . . . . . . . . 28
Section 4.3. Waiver of Appraisement, etc., Laws . . . . . . . . . . . . . . . . . 28
Section 4.4. Application of Proceeds. . . . . . . . . . . . . . . . . . . . . . . 29
Section 4.5. Remedies Cumulative. . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 4.6. Discontinuance of Proceedings. . . . . . . . . . . . . . . . . . . . 30
ARTICLE 5.
INDEMNITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 5.1. Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 5.2. Indemnity Obligations Secured by Collateral; Survival. . . . . . . . 31
ARTICLE 6.
INVESTMENT OF SECURITY FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
(ii)
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Section 6.1. Investment of Security Funds . . . . . . . . . . . . . . . . . . . . 32
ARTICLE 7.
MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 7.1. No Legal Title to Collateral in Noteholder . . . . . . . . . . . . . 32
Section 7.2. Sale of the Aircraft by Collateral Agent Is Binding. . . . . . . . . 32
Section 7.3. Benefit of Mortgage. . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 7.4. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 7.5. Waiver; Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.6. Obligations Absolute . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.7. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.8. Headings Descriptive . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.9. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 7.10. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.11. Company's Duties. . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.12. Termination; Release. . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.13. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 7.14. The Collateral Agent. . . . . . . . . . . . . . . . . . . . . . . . 36
Section 7.15. Limited Obligations . . . . . . . . . . . . . . . . . . . . . . . . 36
Appendix A Definitions
Exhibit A Form of Aircraft Mortgage and Security Agreement Supplement
Schedule I Schedule of Airframes as part of the Collateral
Schedule II Schedule of Engines as part of the Collateral
Schedule III Schedule of Countries for Permitted Lessees
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AIRCRAFT MORTGAGE AND SECURITY AGREEMENT
This AIRCRAFT MORTGAGE AND SECURITY AGREEMENT (as
amended, modified or supplemented from time to time, the "MORTGAGE"), dated
as of May 12, 1998, between NORTHWEST AIRLINES, INC., a Minnesota corporation
(together with its successors and permitted assigns, the "COMPANY"), and
BANKERS TRUST COMPANY, as Collateral Agent (the "COLLATERAL AGENT"), for the
benefit of the Banks and the Agents under, and any other lender from time to
time party to the Credit Agreement hereinafter referred to (the Banks, the
Agents and the other lenders, if any, are hereinafter called the "SECURED
CREDITORS");
W I T N E S S E T H :
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WHEREAS, the Company has requested that the Agents and
the Banks agree to amend the Credit Agreement on the terms and subject to the
conditions provided in the Temporary Amendment;
WHEREAS, it is a condition precedent to the effectiveness
of the Temporary Amendment that the Company shall have executed and delivered
to the Collateral Agent this Mortgage; and
WHEREAS, the Company desires to execute the Mortgage to
satisfy the condition described in the preceding paragraph.
NOW, THEREFORE, to secure the due and punctual payment of
the Obligations, it is hereby covenanted and agreed by and between the
parties hereto as follows:
ARTICLE 1.
DEFINITIONS
Section 1.1. CERTAIN DEFINITIONS.
Unless otherwise defined herein or the context requires
otherwise, capitalized terms used herein shall have the meanings set forth in
APPENDIX A hereto.
ARTICLE 2.
SECURITY
Section 2.1. GRANT OF SECURITY INTEREST.
The Company, in order to secure (i) the prompt payment
when due of all the Obligations and (ii) the performance and observance by
the Company and the Guarantors of all agreements, covenants and provisions
contained herein and in the other Credit Documents, and
in consideration of the premises and of the covenants herein contained, and
of other good and valuable consideration, the receipt of which is hereby
acknowledged, has granted, bargained, sold, assigned, transferred, conveyed,
mortgaged, pledged and confirmed and does hereby grant, bargain, sell,
assign, transfer, convey, mortgage, pledge and confirm unto the Collateral
Agent, its permitted successors and assigns, for the security and benefit of
the Secured Creditors, forever, a continuing security interest in, and
mortgage lien on, all estate, right, title and interest of the Company in, to
and under the following described properties, rights, interests and
privileges (which, collectively, including all property hereafter
specifically subjected to the lien of this Mortgage by any instrument
supplemental hereto, are referred to herein as the "COLLATERAL"):
(a) the Airframes described in Schedule I hereto and the
Engines described in Schedule II hereto, each of which Engines
is a 750 or more rated take-off horsepower or the equivalent
of such horsepower, and in the case of such Engines, whether
or not such Engines shall be installed in or attached to the
Airframes described in this clause or any other airframes,
together with all accessories, equipment, parts and
appurtenances appertaining or attached to the Airframes (other
than jet aircraft engines not constituting Engines) or the
Engines, whether now owned or hereafter acquired, and all
substitutions, renewals and replacements of and additions,
improvements, accessions and accumulations to the Airframe and
Engines and all records, logs and other documents at any time
maintained with respect to the foregoing;
(b) the Contract Rights;
(c) all proceeds with respect to the requisition of
title to or use of the Aircraft, or any part thereof, all
insurance proceeds with respect to the Aircraft or any part
thereof, and any other proceeds of any kind resulting from an
Event of Loss, but excluding any insurance maintained by the
Company and not required under Section 3.6 hereof;
(d) all moneys and securities now or hereafter paid or
deposited or required to be paid or deposited to or with the
Collateral Agent in pledge hereunder and held or required to
be held by the Collateral Agent hereunder;
(e) any and all property that may, from time to time
hereafter, in accordance with the provisions of this Mortgage,
by delivery or by Mortgage Supplement or by other writing of
any kind, for the purposes hereof be in any way subjected to
the lien and security interest hereof or be expressly
conveyed, mortgaged, assigned, transferred, deposited, in
which a security interest may be granted by the Company and/or
pledged by the Company, or by any Person authorized to so do
on its behalf or with its consent, to and with the Collateral
Agent, who is hereby authorized to receive the same at any and
all times as and for additional security hereunder; and
(f) all proceeds of the foregoing.
PROVIDED, HOWEVER, that notwithstanding any of the
foregoing provisions of this Section 2.1, so long as no Event of Default
shall have occurred and be continuing, (i) the
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Company shall have the right, to the exclusion of the Collateral Agent, to
quiet enjoyment of the Airframe and Engines, and to possess, use, retain and
control the Airframe and Engines and all revenues, income and profits derived
therefrom and (ii) the Collateral Agent, acting on behalf of the Secured
Creditors, (A) shall not, through it own actions or inactions, interfere
with, or suffer to exist with respect to any Aircraft any Lien attributable
to the Collateral Agent which might interfere with, the Company's (or any
Lessee's) continued possession, use and operation of, and quiet enjoyment
(including, without limitation, administrative quiet enjoyment) of, the
Aircraft during the term of this Mortgage in accordance with the terms of the
Credit Documents so long as no Event of Default shall have occurred and be
continuing, (B) shall not suffer to exist a default in any of its obligations
pursuant to this Mortgage that does not correspond to or result from an Event
of Default or Default and (C) neither the Collateral Agent nor any Secured
Creditor shall assign this Mortgage for security purposes without the prior
written consent of the Company, which may be granted or withheld in its sole
discretion (such consent, if granted, to be conveyed by the Company in
writing).
TO HAVE AND TO HOLD the Collateral unto the Collateral
Agent, its permitted successors and assigns, forever, upon the terms herein
set forth, in trust for the benefit, security and protection of the Secured
Creditors, without any priority of any one Secured Creditor over any other,
and for the uses and purposes and subject to the terms and provisions set
forth in this Mortgage.
It is expressly agreed that anything herein contained to
the contrary notwithstanding, the Company and the Guarantors shall remain
liable under each of the Credit Documents to which they are party to perform
all of the obligations assumed by them thereunder, all in accordance with and
pursuant to the terms and provisions thereof, and neither the Collateral
Agent, any other Agent nor the Banks shall have any obligation or liability
under any of the Credit Documents to which the Company or the Guarantors is a
party by reason of or arising out of the assignment hereunder, nor shall the
Collateral Agent, any other Agent or the Banks be required or obligated in
any manner to perform or fulfill any obligations of the Company or the
Guarantors under any of the Credit Documents to which the Company or the
Guarantors is a party, or, except as herein expressly provided, to make any
payment, or to make any inquiry as to the nature or sufficiency of any
payment received by it, or present or file any claim, or take any action to
collect or enforce the payment of any amounts which may have been assigned to
it or to which it may entitled at any time or times.
The Company does hereby irrevocably constitute and
appoint the Collateral Agent the true and lawful attorney of the Company
(which appointment is coupled with an interest) with full power (in the name
of the Company or otherwise) to ask, require, demand, receive, compound and
give acquittance for any and all moneys and claims for moneys (in each case
including insurance and requisition proceeds) and all other property which
now or hereafter constitutes part of the Collateral, to endorse any checks or
other instruments or orders in connection therewith and to file any claims or
to take any action or to institute any proceeding which the Collateral Agent
may deem to be necessary or advisable in the premises; PROVIDED that the
Collateral Agent shall not exercise any such rights except upon the
occurrence and during the continuance of an Event of Default.
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The Company agrees that at any time and from time to
time, upon the written request of the Collateral 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 as the
Collateral Agent may reasonably deem desirable in obtaining the full benefits
of the assignment hereunder and of the rights and powers herein granted.
The Company does hereby warrant and represent that it has
not assigned or pledged, and hereby covenants that it will not assign or
pledge, so long as the assignment hereunder shall remain in effect, any of
its right, title or interest hereby assigned, to anyone other than the
Collateral Agent.
ARTICLE 3.
GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.1. GENERAL.
The Company represents, warrants and covenants, which
representations, warranties and covenants shall survive execution and
delivery of this Mortgage, as follows:
(a) NECESSARY FILINGS.
All filings, registrations and recordings necessary to
create, preserve, protect and perfect the security interest granted by the
Company to the Collateral Agent hereby in respect of the Collateral have been
accomplished and the security interest granted to the Collateral Agent
pursuant to this Mortgage in and to the Collateral constitutes a perfected
security interest therein prior to the rights of all other Persons therein
and subject to no other Liens (other than Permitted Liens) and is entitled to
all the rights, priorities and benefits afforded by the Federal Aviation Act
and other relevant law as enacted in any relevant jurisdiction to perfected
security interests.
(b) NO LIENS.
The Company is, and as to Collateral acquired by it from
time to time after the date hereof the Company will be, the owner of all
Collateral free from any Lien, security interest, encumbrance or other right,
title or interest of any Person (other than Permitted Liens), and the Company
shall defend the Collateral against all claims and demands of all Persons
(other than Persons claiming by, through or under the Collateral Agent) at
any time claiming the same or any interest therein adverse to the Collateral
Agent.
(c) OTHER FINANCING STATEMENTS.
There is no financing statement (or similar statement or
instrument of registration under the law of any jurisdiction) covering or
purporting to cover any interest of any kind in the Collateral (other than
Permitted Liens), and so long as the Total Commitment and/or any Letters of
Credit have not been terminated or any Loan or Note remains outstanding or
any of the Obligations remain unpaid, the Company will not execute or
authorize to be filed in any public
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office any financing statement (or similar statement or instrument of
registration under the law of any jurisdiction) or statements relating to the
Collateral, except financing statements filed or to be filed in respect of
and covering the security interests granted hereby by the Company.
(d) CHIEF EXECUTIVE OFFICE; RECORDS.
The chief executive office of the Company is located at
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. The Company will not move its
chief executive office except to such new location as the Company may
establish in accordance with the last sentence of this Section 3.1(d). The
Company shall not establish a new location for such office until (i) it shall
have given to the Collateral Agent not less than 30 days' prior written
notice of its intention to do so, clearly describing such new location and
providing such other information in connection therewith as the Collateral
Agent may request, (ii) with respect to such new location, it shall have
taken all action, satisfactory to the Collateral Agent, to maintain the
security interest of the Collateral Agent in the Collateral intended to be
granted hereby at all times fully perfected and in full force and effect,
(iii) at the request of the Collateral Agent, it shall have furnished an
opinion of counsel acceptable to the Collateral Agent to the effect that all
financing or continuation statements and amendments or supplements thereto
have been filed in the appropriate filing office or offices, and (iv) the
Collateral Agent shall have received evidence that all other actions
(including, without limitation, the payment of all filing fees and taxes, if
any, payable in connection with such filings) have been taken, in order to
perfect (and maintain the perfection and priority of) the security interest
granted hereby.
(e) RECOURSE.
This Mortgage is made with full recourse to the Company
and pursuant to and upon all the warranties, representations, covenants and
agreements on the part of the Company contained herein, in the other Credit
Documents and otherwise in writing in connection herewith or therewith.
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Section 3.2. POSSESSION, OPERATION AND USE, MAINTENANCE AND
REGISTRATION.
(a) POSSESSION.
The Company shall not, without the prior written consent of the
Collateral Agent, lease or otherwise in any manner deliver, transfer or
relinquish possession of any Airframe, Engine or Part, install or permit any
Engine to be installed in any airframe other than the Airframes or enter into
any Wet Lease; PROVIDED that so long as no Default of the type referred to in
Sections 9.01 or 9.05 of the Credit Agreement or Event of Default shall have
occurred and be continuing at the time of such lease, delivery, transfer or
relinquishment of possession or installation or such Wet Lease, so long as the
action to be taken shall not deprive the Collateral Agent of the first priority
Lien (subject to Permitted Liens) of this Mortgage on the Collateral and so long
as the Company (or any Lessee) shall comply with the provisions of Sections
3.2(c) and 3.6 hereof, the Company may, without the prior written consent of the
Collateral Agent:
(i) subject any Airframe or Engine or engines installed on an
Airframe to normal interchange agreements or any Engine to normal pooling
or similar arrangements, in each case customary in the airline industry and
entered into by the Company (or any Lessee) in the ordinary course of its
business; PROVIDED that (A) no such agreement or arrangement contemplates
or requires the transfer of title to any Airframe, (B) if the Company's
title to any Engine shall be divested under any such agreement or
arrangement, such divestiture shall be deemed to be an Event of Loss with
respect to such Engine and the Company shall (or shall cause Lessee to)
comply with Section 3.4(e) hereof in respect thereof, and (C) any
interchange agreement to which the Airframes may be subject shall be with a
U.S. Air Carrier or a Foreign Air Carrier;
(ii) deliver possession of any Airframe or Engine to the
manufacturer thereof (or for delivery thereto) or to any organization (or
for delivery thereto) for testing, service, repair, maintenance or overhaul
work on such Airframe or Engine or any part thereof or for alterations or
modifications in or additions to such Airframe or Engine to the extent
required or permitted by the terms of Section 3.4(d) hereof;
(iii) install any Engine on an airframe which is owned by the Company
(or any Lessee) free and clear of all Liens, except: (A) Permitted Liens
and those which apply only to the engines (other than Engines), appliances,
parts, instruments, appurtenances, accessories, furnishings and other
equipment (other than Parts) installed on such airframe (but not to the
airframe as an entirety), (B) the rights of third parties under interchange
agreements which would be permitted under clause (i) above PROVIDED that
the Company's title to any such Engine and the first priority Lien of this
Mortgage shall not be divested or impaired as a result thereof and (C)
mortgage liens or other security interests, PROVIDED that (as regards this
subclause (C)) such mortgage liens or other security interests effectively
provide that such Engine shall not become subject to such mortgage or
security interest, notwithstanding the installation thereof on such
airframe;
(iv) install any Engine on an airframe which is leased to the
Company (or any Lessee) or purchased by the Company (or any Lessee) subject
to a conditional sale or
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other security agreement, PROVIDED that (x) such airframe is free and
clear of all Liens, except: (A) the rights of the parties to the lease or
conditional sale or other security agreement covering such airframe, or
their assignees, and (B) Liens of the type permitted by clause (iii) of
this Section 3.2(a) and (y) such lease, conditional sale or other security
agreement effectively provides that such Engine shall not become subject
to the lien of such lease, conditional sale or other security agreement,
notwithstanding the installation thereof on such airframe;
(v) install any Engine on an airframe owned by the Company (or any
Lessee), leased to the Company (or any Lessee) or purchased by the Company
(or any Lessee) which is subject to a conditional sale or other security
agreement under circumstances where neither clause (iii) nor clause (iv) of
this Section 3.2(a) is applicable, PROVIDED that such installation shall be
deemed an Event of Loss with respect to such Engine and that the Company
shall (or shall cause any Lessee to) comply with Section 3.4(e) hereof in
respect thereof, the Collateral Agent not intending hereby to waive any
right or interest it may have to or in such Engine under applicable law
until compliance by the Company with such Section 3.4(e);
(vi) to the extent permitted by Section 3.4(c) hereof, subject any
appliances, Parts or other equipment owned by the Company and removed from
any Airframe or Engine to any pooling arrangement referred to in such
Section;
(vii) subject (or permit any Lessee to subject) any Airframe or
Engine to the Civil Reserve Air Fleet Program and transfer (or permit any
Lessee to transfer) possession of any Airframe or Engine to the United
States of America or any instrumentality or agency thereof pursuant to the
Civil Reserve Air Fleet Program, so long as the Company (or any Lessee)
shall (A) promptly notify the Collateral Agent upon subjecting such
Airframe or Engine to the Civil Reserve Air Fleet Program in any contract
year and provide the Collateral Agent with the name and address of the
Contracting Office Representative for the Air Mobility Command of the
United States Air Force to whom notice must be given pursuant to Section
4.2 hereof, and (B) promptly notify the Collateral Agent upon transferring
possession of the Airframe or any Engine to the United States of America or
any agency or instrumentality thereof pursuant to such program;
(viii) enter into a Wet Lease for any Airframe or engines then
installed thereon with any third party, PROVIDED that if the Company (or
any Lessee) shall enter into any Wet Lease for a period of more than one
year (including renewal options) the Company shall provide to the
Collateral Agent written notice of such Wet Lease (such notice to be given
prior to entering into such Wet Lease, if practicable, but in any event
promptly after entering into such Wet Lease);
(ix) transfer possession of any Airframe or Engine to the United
States of America or any instrumentality or agency thereof pursuant to a
contract, a copy of which shall be provided to the Collateral Agent; or
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(x) the Company may, at any time, enter into any lease of any
Airframe or Engine with (A) a U.S. Air Carrier, (B) any Person approved in
writing by the Collateral Agent (with the approval of the Required Banks),
(C) any Permitted Lessee; or (D) any airline alliance partner of the
Company that otherwise meets the requirement of (A), (B) or (C) above or
has been previously approved in writing by the Collateral Agent, in any
such case, if (1) the lessee under such lease is not subject to a
proceeding or final order under applicable bankruptcy, insolvency or
reorganization laws on the date such lease is entered into, (2) in the
event that the lessee under such lease is a Foreign Air Carrier (other than
a Foreign Air Carrier principally based in Taiwan), the United States
maintains diplomatic relations with the country in which such foreign air
carrier is principally based at the time such lease is entered into (or, in
the case of a lease to a lessee principally based in Taiwan, maintains
diplomatic relations at least as good as those in effect on the Temporary
Amendment Effective Date) and (3) in the event that the lessee under such
lease is a Foreign Air Carrier, the Collateral Agent shall receive at the
time such lease is entered into an opinion of counsel (in form and
substance reasonably satisfactory to the Collateral Agent) to the Company
to the effect that (I) the terms of the proposed lease will be legal,
valid, binding and (subject to customary exceptions in foreign opinions
generally) enforceable against the proposed lessee in the country in which
the proposed lessee is principally based, (II) there exist no possessory
rights in favor of the lessee under such lease under the laws of such
lessee's country of domicile that would, upon bankruptcy or insolvency of
or other default by the Company and assuming at such time such lessee is
not insolvent or bankrupt, prevent the return or repossession of the
Aircraft in accordance with the terms of this Mortgage, (III) the laws of
such lessee's country of domicile require fair compensation by the
government of such jurisdiction payable in currency freely convertible into
Dollars for the loss of use of the Aircraft in the event of the requisition
by such government of such use, and (IV) the laws of such lessee's country
of domicile would give recognition to the Company's title to the Aircraft,
to the registry of the Aircraft in the name of the Company (or the proposed
lessee, as "lessee", as appropriate), and to the Lien of this Mortgage.
The rights of any Lessee or other transferee who receives possession
by reason of a transfer permitted by this Section 3.2(a) (other than the
transfer of an Engine which is deemed an Event of Loss) shall be effectively
subject and subordinate to, and any lease permitted by this Section 3.2(a) shall
be expressly subject and subordinate to, all the terms of this Mortgage and to
the Lien of this Mortgage, including, without limitation, the covenants
contained in this Section 3.2 and the Collateral Agent's rights to foreclosure
and possession pursuant to Section 4.2 hereof and to avoid such lease upon such
repossession, and the Company shall remain primarily liable hereunder for the
performance of all of the terms of this Mortgage to the same extent as if such
lease or transfer had not occurred, and, except as otherwise provided herein,
the terms of any such lease shall not permit any Lessee to take any action not
permitted to be taken by the Company in this Mortgage with respect to the
Aircraft. No pooling agreement, lease or other relinquishment of possession of
any Airframe or Engine, or Wet Lease shall in any way discharge or diminish any
of the Company's obligations to the Collateral Agent hereunder or constitute a
waiver of the Collateral Agent's rights or remedies hereunder. Any lease
permitted under this Section 3.2(a) shall expressly prohibit any further
sublease by the Lessee. The
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Collateral Agent agrees, for the benefit of the Company (and any Lessee) and
for the benefit of any mortgagee or other holder of a security interest in
any engine (other than an Engine) owned by the Company (or any Lessee), any
lessor of any engine (other than an Engine) leased to the Company (or any
Lessee) and any conditional vendor of any engine (other than an Engine)
purchased by the Company (or any Lessee) subject to a conditional sale
agreement or any other security agreement, that no interest shall be created
hereunder in any engine so owned, leased or purchased and that neither the
Collateral Agent nor its successors or assigns will acquire or claim, as
against the Company (or any Lessee) or any such mortgagee, lessor or
conditional vendor or other holder of a security interest or any successor or
assignee of any thereof, any right, title or interest in such engine as the
result of such engine being installed on the Airframes; PROVIDED, HOWEVER,
that such agreement of the Collateral Agent shall not be for the benefit of
any lessor or secured party of any airframe (other than the Airframes) leased
to the Company (or any Lessee) or purchased by the Company (or any Lessee)
subject to a conditional sale or other security agreement or for the benefit
of any mortgagee of or any other holder of a security interest in an airframe
owned by the Company (or any Lessee), unless such lessor, conditional vendor,
other secured party or mortgagee has expressly agreed (which agreement may be
contained in such lease, conditional sale or other security agreement or
mortgage) that neither it nor its successors or assigns will acquire, as
against the Collateral Agent, any right, title or interest in an Engine as a
result of such Engine being installed on such airframe. The Company shall
provide to the Collateral Agent (i) written notice of any lease hereunder
(such notice to be given not later than five days prior to entering into such
lease) and (ii) a copy of each lease which has a term of more than three
months.
(b) OPERATION AND USE.
The Company will not maintain, use, service, repair, overhaul or
operate the Aircraft (or permit any Lessee or other Person to maintain, use,
service, repair, overhaul or operate the Aircraft) in violation of any law or
any rule, regulation, order or certificate of any government or governmental
authority (domestic or foreign) having jurisdiction, or in violation of any
airworthiness certificate, license or registration relating to the Aircraft
issued by any such authority, except to the extent that the Company (or any
Lessee) is contesting in good faith the validity or application of any such law,
rule, regulation or order in any reasonable manner which does not adversely
affect the first priority Lien (subject to Permitted Liens) of this Mortgage and
does not involve any material risk of sale, forfeiture or loss of the Aircraft.
The Company shall not operate the Aircraft, or permit any Lessee to
operate the Aircraft, in any area excluded from coverage by any insurance
required by the terms of Section 3.6 hereof; PROVIDED, HOWEVER, that the failure
of the Company to comply with the provisions of this sentence shall not give
rise to an Event of Default hereunder where such failure is attributable to
causes beyond the reasonable control of the Company (or any Lessee) or to
extraordinary circumstances involving an isolated occurrence or series of
incidents not in the ordinary course of the regular operations of the Company
(or any Lessee) and in each case the Company (or such Lessee, as the case may
be) is taking all reasonable steps to remedy such failure as soon as is
reasonably practicable.
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(c) MAINTENANCE.
The Company, at its own cost and expense, shall (or shall cause any
Lessee to) maintain, service, repair and overhaul (or cause to be maintained,
serviced, repaired and overhauled) the Aircraft so as to keep the Aircraft in as
good an operating condition as when initially subjected to the Lien hereof,
ordinary wear and tear excepted, and as may be necessary to enable the
applicable airworthiness certification for the Aircraft to be maintained in good
standing at all times (other than temporary periods of storage in accordance
with applicable regulations or during maintenance or modification permitted
hereunder) under the Federal Aviation Act, except when all Aircraft powered by
engines of the same type as those with which such Aircraft shall be equipped at
the time of such grounding and registered in the United States have been
grounded by the FAA (although such certification need actually be maintained
only during such period as an Aircraft is registered in the United States), or
the applicable laws of any other jurisdiction in which an Aircraft may then be
registered from time to time in accordance with the terms hereof, utilizing,
except during any period that a Lease is in effect, the same manner and standard
of maintenance, service, repair or overhaul used by the Company with respect to
similar aircraft operated by the Company in similar circumstances and utilizing,
during any period that a Lease is in effect, the same manner and standard of
maintenance, service, repair or overhaul used by the Lessee with respect to
similar aircraft operated by the Lessee in similar circumstances; PROVIDED,
HOWEVER, that in all circumstances the Aircraft shall be maintained by the
Company (or any Lessee) in accordance with maintenance standards required by, or
substantially equivalent to those required by, the FAA or the central civil
aviation authority of Canada, France, Germany, Japan, the Netherlands or the
United Kingdom. The Company shall maintain or cause to be maintained all
records, logs and other materials required to be maintained in respect of the
Aircraft by the FAA or the applicable regulatory agency or body of any other
jurisdiction in which the Aircraft may then be registered.
(d) IDENTIFICATION OF COLLATERAL AGENT'S INTEREST.
On or prior to the date of the Temporary Amendment, or as soon as
practicable thereafter, the Company agrees to fix and maintain (or cause to be
fixed and maintained), at its expense, in the cockpit of the Airframes adjacent
to the airworthiness certificate therein and on each Engine a nameplate bearing
the inscription:
"SUBJECT TO AN AIRCRAFT MORTGAGE AND SECURITY AGREEMENT IN FAVOR OF
BANKERS TRUST COMPANY, AS COLLATERAL AGENT"
(such nameplate to be replaced, if necessary, with a nameplate reflecting the
name of any successor Collateral Agent). Except as above provided, the Company
will not allow the name of any Person (other than the Company) to be placed on
the Airframes or the Engines as a designation that might be interpreted as a
claim of security interest or ownership; PROVIDED that nothing herein contained
shall prohibit the Company (or any Lessee) from placing its customary colors and
insignia on the Airframes or the Engines.
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(e) REGISTRATION.
The Company, at its own expense, will (or will cause any Lessee to)
cause the Aircraft to be duly registered, and at all times to remain duly
registered, in the name of the Company under the Federal Aviation Act, PROVIDED,
HOWEVER, that the Company may elect to effect a change in the registration of
the Aircraft, at the Company's expense, with the prior written consent of the
Collateral Agent (which shall not be unreasonably withheld).
Section 3.3. INSPECTION.
At reasonable times and, so long as no Event of Default shall have
occurred and be continuing, on at least 15 days prior written notice to the
Company, the Collateral Agent or its authorized representatives may (not more
than once every calendar year (unless an Event of Default has occurred and is
continuing)) inspect the Aircraft and inspect and make copies (at the Collateral
Agent's expense) of the books and records of the Company relating to the
maintenance of the Aircraft; any such inspection of the Aircraft shall be
limited to a visual, walk-around inspection and shall not include opening any
panels, bays or the like without the express consent of the Company; PROVIDED
that no exercise of such inspection rights shall interfere with the normal
operation or maintenance of the Aircraft by, or the business of, the Company or
any Lessee. The Collateral Agent shall not have any duty to make any such
inspection and shall not incur any liability or obligation by reason of not
making any such inspection.
Section 3.4. REPLACEMENT AND POOLING OF PARTS; ALTERATIONS,
MODIFICATIONS AND ADDITIONS; SUBSTITUTION OF ENGINES.
(a) REPLACEMENT OF PARTS.
The Company, at its own cost and expense, will so long as any Airframe
or Engine is subject to the Lien of this Mortgage promptly replace or cause to
be replaced all Parts which may from time to time be incorporated or installed
in or attached to such Airframe or Engine and which may from time to time become
worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or
permanently rendered unfit for use for any reason whatsoever, except as
otherwise provided in Section 3.4(d) hereof or if any Airframe or any Engine to
which a Part relates has suffered an Event of Loss. In addition, the Company (or
any Lessee) may, at its own cost and expense, remove in the ordinary course of
maintenance, service, repair, overhaul or testing, any Parts, whether or not
worn out, lost, stolen, destroyed, seized, confiscated, damaged beyond repair or
permanently rendered unfit for use, PROVIDED that the Company (or such Lessee),
except as otherwise provided in Section 3.4(d) hereof, will, at its own cost and
expense, replace such Parts as promptly as practicable. All replacement Parts
shall be free and clear of all Liens (except Permitted Liens and pooling
arrangements to the extent permitted by Section 3.4(c) and except in the case of
replacement property temporarily installed on an emergency basis) and shall be
in as good operating condition as, and shall have a value and utility at least
equal to, the Parts replaced assuming such replaced Parts were in the condition
and repair required to be maintained by the terms hereof.
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(b) PARTS.
Except as otherwise provided in Section 3.4(d) hereof, all Parts at
any time removed from any Airframe or Engine shall remain subject to the Lien of
this Mortgage, no matter where located, until such time as such Parts shall be
replaced by parts that have been incorporated or installed in or attached to
such Airframe or Engine and which meet the requirements for replacement parts
specified in Section 3.4(a) hereof. Immediately upon any replacement part
becoming incorporated or installed in or attached to any Airframe or Engine as
provided in Section 3.4(a) hereof, without further act (subject only to
Permitted Liens and any pooling arrangement to the extent permitted by Section
3.4(c) hereof and except in the case of replacement property temporarily
installed on an emergency basis), (i) title to such replacement Part shall be
owned by the Company, (ii) the replaced Part shall thereupon be free and clear
of all rights of the Collateral Agent and the replacement part shall be deemed a
Part hereunder; and (iii) such replacement Part shall become subject to the Lien
of this Mortgage and be deemed part of such Airframe or Engine, as the case may
be, for all purposes hereof to the same extent as the Parts originally
incorporated or installed in or attached to such Airframe or Engine.
(c) POOLING OF PARTS.
Any Part removed from any Airframe or Engine as provided in Section
3.4(a) hereof may be subjected by the Company (or any Lessee) to a normal
pooling arrangement customary in the airline industry of which the Company (or
any Lessee) is a party entered into in the ordinary course of the Company's (or
such Lessee's) business; PROVIDED that the Part replacing such removed Part
shall be incorporated or installed in or attached to such Airframe or Engine in
accordance with Sections 3.4(a) and 3.4(b) hereof as promptly as practicable
after the removal of such removed Part. In addition, any replacement part when
incorporated or installed in or attached to any Airframe or any Engine in
accordance with Section 3.4(a) hereof may be owned by any third party subject to
such a normal pooling arrangement, PROVIDED that the Company (or any Lessee), at
its expense, as promptly thereafter as practicable, either (i) causes such
replacement Part to become subject to the Lien of this Mortgage, free and clear
of all Liens except Permitted Liens (other than pooling arrangements), at which
time such temporary replacement Part shall become a Part or (ii) replaces such
replacement Part by incorporating or installing in or attaching to such Airframe
or Engine a further replacement Part which is subject to the Lien of this
Mortgage, free and clear of all Liens except Permitted Liens (other than pooling
arrangements).
(d) ALTERATIONS; MODIFICATIONS AND ADDITIONS.
The Company, at its own expense, will make (or cause to be made) such
alterations and modifications in and additions to any Airframe or Engine as may
be required to be made from time to time to meet the applicable standards of the
FAA or any applicable regulatory agency or body of any other jurisdiction in
which the Aircraft may then be registered as permitted by Section 3.2(e) hereof;
PROVIDED, HOWEVER, that the Company (or any Lessee) may, in good faith, contest
the validity or application of any such law, rule, regulation or order in any
reasonable manner which does not adversely affect the Collateral Agent. In
addition, the
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Company (or any Lessee), at its own expense, may from time to time add
further parts or accessories and make such alterations and modifications in
and additions to any Airframe or Engine as the Company (or such Lessee) may
deem desirable in the proper conduct of its business, including, without
limitation, removal of Parts which the Company (or such Lessee) has
determined in its reasonable judgment to be obsolete or no longer suitable or
appropriate for use on such Airframe or Engine (such parts, "OBSOLETE
PARTS"); PROVIDED that no such alteration, modification or addition shall
materially diminish the value, utility or remaining useful life of such
Airframe or Engine below the value, utility or remaining useful life thereof
immediately prior to such alteration, modification or addition, assuming such
Airframe or Engine was then in the condition required to be maintained by the
terms of this Mortgage, except that the value (but not the utility or
remaining useful life) of any Airframe or Engine may be reduced by the value
of Obsolete Parts which have been removed so long as the aggregate value of
all Obsolete Parts that shall have been removed and not replaced with respect
to any Aircraft shall not exceed an amount equal to 1.5% of the Appraised
Value of such Aircraft. All Parts incorporated or installed in or attached
or added to the Airframes or the Engines as the result of such alteration,
modification or addition (the "ADDITIONAL PARTS") shall become subject to the
Lien of this Mortgage. Notwithstanding the foregoing sentence, the Company
(or any Lessee) may remove or suffer to be removed any Additional Part,
PROVIDED that such Additional Part (i) is in addition to, and not in
replacement of or in substitution for, any Part originally incorporated or
installed in or attached to such Airframe or Engine at the time of delivery
thereof hereunder or any Part in replacement of, or in substitution for, any
such Part, (ii) is not required to be incorporated or installed in or
attached or added to such Airframe or Engine pursuant to the terms of Section
3.2(a) or (c) hereof or the first sentence of this Section 3.4(d), and (iii)
can be removed from such Airframe or Engine without diminishing or impairing
the value, utility or remaining useful life which such Airframe or Engine
would have had at the time of removal had such alteration, modification or
addition not occurred, assuming that such Airframe or Engine was in the
condition and repair required to be maintained by the terms hereof. Upon the
removal by the Company (or any Lessee) of any such part as above provided,
such part shall, without further act, be free and clear of all rights of the
Collateral Agent and such Part shall not be deemed a Part hereunder.
(e) SUBSTITUTION OF ENGINES.
The Company shall have the right at its option at any time, on at
least twenty (20) days' prior written notice to the Collateral Agent, to
substitute, and if an Event of Loss shall have occurred with respect to an
Engine (not involving an Event of Loss with respect to the Airframe to which
such Engine is attached with respect to which the Company makes the prepayment
required by Section 4.02(e) of the Credit Agreement or the substitution
permitted by Section 3.5(a)), shall within thirty (30) days after the occurrence
of such Event of Loss substitute a Replacement Engine of the same make and
model. In such event, immediately upon the effectiveness of such substitution
on the date set forth in such notice and without further act, (i) the replaced
Engine shall thereupon be free and clear of all rights of the Collateral Agent
and shall no longer be deemed an Engine hereunder, and (ii) such Replacement
Engine shall become subject to the Lien of this Mortgage, free and clear of all
Liens except Permitted Liens, and be deemed part of the relevant Aircraft for
all purposes hereof to the same extent as the Engine originally installed on or
attached to the Airframe. The Company's right to make a replacement
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hereunder shall be subject to the fulfillment of the following conditions
precedent at the Company's sole cost and expense:
(i) The following documents shall have been duly authorized,
executed and delivered by the respective party or parties thereto and shall
be in full force and effect, and an executed counterpart of each shall have
been delivered to the Collateral Agent:
(A) a Mortgage Supplement covering the Replacement Engine
(filed for recording pursuant to the Federal Aviation Act, or the
applicable laws, rules and regulations of any other jurisdiction in
which the relevant Aircraft may then be registered as permitted
hereby);
(B) an Officer's Certificate of the Company stating (i)
that the Replacement Engine is of at least equal value, utility and
remaining useful life as the Engine it replaces assuming such Engine
had been maintained in the condition required hereunder and (ii) each
of the conditions specified in this paragraph (e) with respect to such
Replacement Engine, and any comparable provisions of any Lease
permitted hereby to which such Engine is subject, have been satisfied;
(C) such Uniform Commercial Code financing statements
covering the Lien created by this Mortgage as deemed necessary or
desirable by counsel for the Collateral Agent to protect the security
interests of the Collateral Agent in the Replacement Engine; and
(D) a certificate, reasonably acceptable to the Collateral
Agent in form and substance, of an aircraft engineer or qualified
independent aircraft appraiser certifying, with respect to such
Replacement Engine, to the effect specified in Section 3.4(e)(i)(B)
hereof;
(ii) Upon request by the Collateral Agent, the Company shall furnish
the Collateral Agent with (A) an opinion addressed to the Collateral Agent,
reasonably satisfactory in form and substance to the Collateral Agent, of
the Company's counsel, which may be the Company's General Counsel or an
Associate General Counsel, to the effect that such documents reasonably
requested by the Collateral Agent are sufficient to cause such Replacement
Engine to be subject to the Lien of this Mortgage, (B) upon recordation, an
opinion of qualified FAA counsel, or if applicable, qualified counsel in
the jurisdiction of the relevant Aircraft's registration addressed to the
Collateral Agent, in either case satisfactory in form and substance to the
Collateral Agent as to the due recordation of the Mortgage Supplement as a
first priority Lien on the Replacement Engine, registration of the
ownership of the Replacement Engine and the freedom from Liens of record
(except Permitted Liens), and (C) such evidence of compliance with the
insurance provisions of Section 3.6 hereof with respect to such Replacement
Engine as the Collateral Agent may reasonably request; and
(iii) The Company shall have delivered to the Collateral Agent (A) a
copy of the ▇▇▇▇ of sale respecting such Replacement Engine or other
evidence of the Company's
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ownership of such Replacement Engine, reasonably satisfactory to the
Collateral Agent and (B) appropriate instruments assigning to the
Collateral Agent the benefits, if any, of all manufacturer's and vendor's
warranties generally available and permitted to be assigned by the Company
with respect to such Replacement Engine.
Upon such substitution, (x) the Collateral Agent shall execute and
deliver to the Company such documents and instruments, prepared at the Company's
expense, as the Company shall reasonably request, to evidence the release of
such replaced Engine from the Lien of this Mortgage; (y) the Collateral Agent
shall assign to the Company all claims it may have against any other Person
relating to an Event of Loss of such replaced Engine giving rise to such
substitution; and (z) the Company shall receive all insurance proceeds and
proceeds in respect of any Event of Loss of such replaced Engine giving rise to
such replacement to the extent not previously applied to the purchase price of
the Replacement Engine as provided in Sections 3.6(b)(I), second paragraph, and
3.5(d)(ii) hereof.
Section 3.5. LOSS, DESTRUCTION OR REQUISITION.
(a) EVENT OF LOSS WITH RESPECT TO AIRFRAMES.
Upon the occurrence of an Event of Loss with respect to an Airframe or
an Engine, the Company shall forthwith (and in any event within ten (10) days
after such occurrence) give the Collateral Agent written notice of such Event of
Loss. The Company shall, within twenty (20) days after the occurrence of an
Event of Loss with respect to such Airframe give the Collateral Agent written
notice of its election to perform one of the following options (it being agreed
that, if the Company shall not have given notice of such election within such 20
day period, the Company shall be required to make the prepayment required by
Section 4.02(e) of the Credit Agreement). The Company may elect either to (i)
make the prepayment required by Section 4.02(e) of the Credit Agreement or (ii)
cause to be subjected to the Lien of this Mortgage in replacement thereof not
later than the Business Day next succeeding the 30th day following the
occurrence of such Event of Loss, a Replacement Airframe (together with the same
number of Replacement Engines as the number of Engines, if any, installed on
such Airframe at the time such Event of Loss occurred), such Replacement
Airframe and Replacement Engines to be free and clear of all Liens except
Permitted Liens, to have a value, utility and remaining useful life at least
equal to, and to be of a comparable or improved model as, such Airframe and
Engines, if any, so replaced, as of the date of the Event of Loss (assuming such
Airframes and Engines were in the condition required by the terms hereof);
PROVIDED that if the Company does not perform its obligation to effect such
replacement in accordance with this Section 3.5(a) during the period of time
provided herein, then the Company shall make the prepayment required by Section
4.02(e) of the Credit Agreement on the Business Day next succeeding the 30th day
following the occurrence of such Event of Loss.
(b) EFFECT OF REPLACEMENT.
Upon the Company having provided a Replacement Aircraft as provided
for in Section 3.5(a) above, (x) the Lien of this Mortgage shall continue with
respect to such Replacement Aircraft as though no Event of Loss had occurred;
the Collateral Agent shall, at the
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cost and expense of the Company, release from the Lien of this Mortgage the
replaced Airframe and Engines or engines, if any, attached to such Airframe
upon the occurrence of the Event of Loss by executing and delivering to the
Company such documents and instruments, prepared at the Company's expense, as
the Company may reasonably request to evidence such release; and (y) the
Collateral Agent shall assign to the Company all claims it may have against
any other Person arising from the Event of Loss and the Company shall receive
all insurance proceeds and proceeds from any award in respect of
condemnation, confiscation, seizure or requisition, including any investment
interest thereon, to the extent not previously applied to the purchase price
of the Replacement Aircraft as provided in Sections 3.5(d)(i) and 3.6 hereof.
(c) CONDITIONS TO AIRFRAME REPLACEMENT.
(i) The Company's right to make a replacement under Section 3.5(a)
hereof shall be subject to the fulfillment, at the Company's sole cost and
expense and in addition to the conditions contained in such Section 3.5(a), of
the following conditions precedent:
(1) On the date that the Replacement Aircraft is delivered, which
date shall be not later than the Business Day next succeeding the 30th day
following the Event of Loss leading to such replacement (hereinafter
referred to as the "REPLACEMENT CLOSING DATE"), no Event of Default shall
have occurred and be continuing;
(2) On the Replacement Closing Date, the following documents shall
have been duly authorized, executed and delivered by the respective party
or parties thereto and shall be in full force and effect, and an executed
counterpart of each thereof shall have been delivered to the Collateral
Agent:
(A) a Mortgage Supplement covering the Replacement Aircraft
(filed for recording pursuant to the Federal Aviation Act, or the
applicable laws, rules and regulations of any other jurisdiction in
which the Aircraft to be replaced may then be registered as permitted
hereby);
(B) such Uniform Commercial Code financing statements
covering the Lien created by this Mortgage as deemed necessary or
desirable by counsel for the Collateral Agent to protect the security
interests of the Collateral Agent in the Replacement Aircraft; and
(C) a certificate, reasonably acceptable to the Collateral
Agent in form and substance, of an aircraft engineer or qualified
independent aircraft appraiser certifying (I) that the Replacement
Airframe is the same model as the Airframe to be replaced (or an
improved model, as the case may be) and has a value, utility and
remaining useful life at least equal to the Airframe to be replaced,
assuming such Airframe had been maintained in the condition required
hereunder and (II) with respect to the Replacement Engines
constituting part of such Replacement Aircraft to the effect specified
in Section 3.4(e)(i)(B) hereof.
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(3) On or before the Replacement Closing Date, the Collateral Agent
shall have received from the Company such documents and evidence with
respect to the Company as the Collateral Agent may reasonably request in
order to establish the consummation of the transactions contemplated by
this Section 3.5(c), evidence of taking of all necessary corporate action
in connection therewith and compliance with the conditions set forth in
this Section 3.5(c), in each case in form and substance reasonably
satisfactory to the Collateral Agent;
(4) The Collateral Agent shall have received evidence satisfactory
to the Collateral Agent as to the due compliance with Section 3.6 hereof
with respect to the Replacement Aircraft;
(5) On the Replacement Closing Date, (A) the Company shall cause
the Replacement Aircraft to be subject to the Lien of this Mortgage, free
and clear of Liens (other than Permitted Liens), (B) the Replacement
Aircraft shall have been duly certified by the FAA or the relevant body or
agency of the jurisdiction then applicable to the registration of the
Airframe to be replaced as to type and airworthiness in accordance with the
terms of this Mortgage, and the registration of the Replacement Aircraft in
the name of the Company (or any Lessee as lessee if the Aircraft to be
replaced had been so registered immediately prior to the occurrence of the
Event of Loss with respect thereto) shall have been duly made with the FAA
or the relevant body or agency of the jurisdiction then applicable to the
registration of the Airframe to be replaced and (C) the Collateral Agent
shall have received evidence satisfactory to it with respect to the matters
covered by this subparagraph (5);
(6) On the Replacement Closing Date, the following statements shall
be true and the Collateral Agent shall have received an Officer's
Certificate of the Company, dated the Replacement Closing Date, stating
that (A) the matters set forth in subparagraph (1) above are confirmed, (B)
no Event of Default will result from the Company acquiring its interest in
the Replacement Aircraft and (C) each of the conditions specified in this
paragraph (c) with respect to such Replacement Airframe, and any comparable
provisions of any lease permitted hereby to which such Airframe is subject,
have been satisfied;
(7) The Collateral Agent shall, at the expense of the Company, have
received (A) an opinion addressed to the Collateral Agent, reasonably
satisfactory in form and substance to the Collateral Agent, from
Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ or other counsel selected by the Company and
reasonably satisfactory to the Collateral Agent to the effect that (i) the
Replacement Airframe and Replacement Engines, if any, has or have been made
subject to the Lien of this Mortgage and (ii) all required action has been
taken in order to maintain, and such action shall maintain, the
effectiveness and priority of the interests in the Collateral which the
Mortgage purports to create and (B) an opinion of qualified FAA counsel or,
if applicable, qualified local counsel in the jurisdiction where the
Aircraft to be replaced is registered, in either case addressed to the
Collateral Agent and in form and substance satisfactory to the Collateral
Agent, respecting the due recordation of the Mortgage Supplement as a first
priority Lien respecting such
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Replacement Aircraft, the registration of the ownership thereof and
freedom from Liens of record (other than Permitted Liens); and
(8) The Company shall have delivered to the Collateral Agent (A) a
copy of the original ▇▇▇▇ of sale respecting such Replacement Airframe and
Replacement Engines, if any, and (B) appropriate instruments assigning to
the Collateral Agent the benefits, if any, of all manufacturer's and
vendor's warranties generally available and permitted to be assigned by the
Company with respect to such Replacement Airframe and/or Replacement
Engine.
(d) NON-INSURANCE PAYMENTS RECEIVED ON ACCOUNT OF AN EVENT OF LOSS.
As between the Collateral Agent and the Company, any payments on
account of an Event of Loss (other than insurance proceeds or other payments the
application of which is provided for in Section 3.6 hereof, or elsewhere in this
Mortgage, as the case may be, or payments in respect of damage to the business
or property, of the Company) with respect to any Airframe, Engine or Part
received at any time by the Collateral Agent or by the Company from any
governmental authority or other Person will be applied as follows:
(i) if such payments are received with respect to an Event of Loss
as to any Aircraft, and the relevant Airframe or the relevant Airframe and
Engines or engines installed thereon are being replaced by the Company
pursuant to Section 3.5(a) hereof, such payments shall be paid over to, or
retained by, the Collateral Agent as security and upon completion of such
replacement (or upon the closing therefor) and compliance with the
provisions of Sections 3.5(a) and (c) with respect to the Event of Loss for
which such payments are made, paid over to or retained by the Company;
(ii) if such payments are received with respect to an Event of Loss
to an Engine or Part (not involving an Event of Loss as to an Airframe)
that has been or is being replaced by the Company pursuant to Section
3.4(e) hereof, such payments shall be paid over to, or retained by, the
Company; and
(iii) if such payments are received with respect to an Event of Loss
as to an Aircraft, if the relevant Airframe or the relevant Airframe and
Engines or engines installed thereon has not or have not been and will not
be replaced as contemplated by Section 3.5(a) hereof, such payments shall
be applied to the prepayment required pursuant to Section 4.02(e) of the
Credit Agreement and the payment of any other Obligations then due and
payable and thereafter, the balance, if any, of such payment shall be
promptly paid over to, or retained by, the Company.
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(e) REQUISITION OF USE.
In the event of a requisition for use by any government, so long as it
does not constitute an Event of Loss, of any Airframe and the Engines or engines
installed on such Airframe so long as any Airframe or Engine is subject to the
Lien of this Mortgage, the Company shall promptly notify the Collateral Agent of
such requisition and all of the Company's obligations under this Mortgage shall
continue to the same extent as if such requisition had not occurred. So long as
no Event of Default shall have occurred and be continuing, any payments received
by the Collateral Agent or the Company from such government with respect to such
requisition of use shall be paid over to, or retained by, the Company. In the
event of an Event of Loss of an Engine resulting from the requisition for use by
a government of such Engine (but not an Airframe), the Company will replace such
Engine hereunder by complying with the terms of Section 3.4(e) hereof and any
payments received by the Collateral Agent or the Company from such government
with respect to such requisition shall be paid over to, or retained by, the
Company.
(f) APPLICATION OF PAYMENTS DURING EXISTENCE OF EVENT OF DEFAULT.
Any amount referred to in this Section 3.5 which is payable to the
Company (or any Lessee) shall not be paid to or retained by the Company (or such
Lessee), if at the time of such payment or retention an Event of Default shall
have occurred and be continuing, but shall be held by or paid over to the
Collateral Agent as security for the Obligations and, if the aggregate unpaid
principal amounts of the Notes shall be declared to be due and payable pursuant
to the Credit Agreement, applied against the Obligations as and when due. Upon
the earlier of (a) such time as there shall not be continuing any such Event of
Default or (b) the termination of this Mortgage in accordance with Section 8.1,
such amount, and any interest realized thereon pursuant to Section 6.1 hereof,
shall be paid over to the Company (or such Lessee) to the extent not previously
applied in accordance with the preceding sentence.
Section 3.6. INSURANCE.
(a) PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE.
(I) Except as provided in clause (II) of this Section 3.6(a), the
Company will carry or cause to be carried at its or any Lessee's expense (i)
aircraft public liability (including, without limitation, passenger legal
liability) (and including aircraft war risk and hijacking insurance, if and to
the extent the same is maintained by the Company (or any Lessee) with respect to
other aircraft owned or leased, and operated by the Company (or such Lessee) on
the same routes) insurance and property damage insurance (exclusive of
manufacturer's product liability insurance) with respect to all the Aircraft, in
an amount not less than the greater of (x) with respect to each Aircraft of any
type, the amount of public liability and property damage insurance from time to
time applicable to aircraft owned or operated by the Company of the same type
and (y) the amount of public liability and property damage maintained by the
Company on the Temporary Amendment Effective Date and (ii) cargo liability
insurance, in the case of both clause (i) and clause (ii), (A) with respect to
Aircraft of any type, of the type and covering the same risks as from time to
time applicable to aircraft operated by the Company of the same type as the
Aircraft and (B) which is maintained in effect with insurers of recognized
responsibility.
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Any policies of insurance carried in accordance with this paragraph (a) and
any policies taken out in substitution or replacement for any of such
policies (A) shall be amended to name the Secured Creditors (but without
imposing on any such party liability to pay the premiums for such insurance)
(and, if any Lease shall be in effect, the Company in its capacity as lessor
under the Lease) as additional insureds as their interests may appear, (B)
shall provide that in respect of the interest of the Secured Creditors (and,
if any Lease shall be in effect, the Company in its capacity as lessor under
the Lease) in such policies the insurance shall not be invalidated by any
action or inaction of the Company (or, if any Lease is then in effect, any
Lessee) or any other Person and shall insure the Secured Creditors (and, if
any Lease shall be in effect, the Company in its capacity as lessor under the
Lease) regardless of any breach or violation of any warranty, declaration or
condition contained in such policies by the Company (or, if any Lease is then
in effect, any Lessee), (C) may provide for self-insurance to the extent
permitted by Section 3.6(d) and (D) shall provide that if the insurers cancel
such insurance for any reason whatever or if any material change is made in
such insurance which adversely affects the interest of the Secured Creditors
(or, if any Lease shall be in effect, the Company in its capacity as lessor
under the Lease), or such insurance shall lapse for non-payment of premium,
such cancellation, lapse or change shall not be effective as to the Secured
Creditors (or, if any Lease shall be in effect, the Company in its capacity
as lessor under the Lease) for thirty (30) days (seven (7) days in the case
of war risk and allied perils coverage) after issuance to the Collateral
Agent of written notice by such insurers of such cancellation, lapse or
change; PROVIDED, HOWEVER, that if any notice period specified above is not
reasonably obtainable, such policies shall provide for as long a period of
prior notice as shall then be reasonably obtainable. Each liability policy
(1) shall be primary without right of contribution from any other insurance
which is carried by the Secured Creditors (or, if any Lease shall be in
effect, the Company in its capacity as lessor under the Lease), (2) shall
expressly provide that all of the provisions thereof, except the limits of
liability, shall operate in the same manner as if there were a separate
policy covering each insured, and (3) shall waive any right of the insurers
to any set-off or counterclaim or any other deduction, whether by attachment
or otherwise, in respect of any liability of the Secured Creditors (or, if
any Lease shall be in effect, the Company in its capacity as lessor under the
Lease) to the extent of any moneys due to the Secured Creditors (or, if any
Lease shall be in effect, the Company in its capacity as lessor under the
Lease).
(II) During any period that an Aircraft is on the ground and not in
operation, the Company may, in relation to such Aircraft, carry or cause to be
carried, in lieu of the insurance required by clause (I) above, insurance
otherwise conforming with the provisions of said clause (I) except that (A) the
amounts of coverage shall not be required to exceed the amounts of public
liability and property damage insurance from time to time applicable to aircraft
owned or operated by the Company of the same type as such Aircraft and which are
on the ground and not in operation; and (B) the scope of the risks covered and
the type of insurance shall be the same as from time to time shall be applicable
to aircraft owned or operated by the Company of the same type which are on the
ground and not in operation.
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(b) INSURANCE AGAINST LOSS OR DAMAGE TO THE AIRCRAFT.
(I) Except as provided in clause (II) of this Section 3.6(b),
the Company shall maintain or cause to be maintained in effect, at its or any
Lessee's expense, with insurers of recognized responsibility, all-risk ground
and flight aircraft hull insurance covering the Aircraft and all-risk ground
and flight coverage of Engines and Parts while temporarily removed from the
Aircraft and not replaced by similar components (including, without
limitation, war risk and governmental confiscation and expropriation (other
than by the government of registry of the relevant Aircraft) and hijacking
insurance, if and to the extent the same is maintained by the Company (or, if
a Lease is then in effect, any Lessee) with respect to other of the same type
aircraft owned or operated by the Company (or such Lessee) on the same
routes, except that the Company (or such Lessee) shall maintain war risk and
governmental confiscation and expropriation (other than by the government of
registry of the relevant Aircraft) and hijacking insurance if the Aircraft
are operated on routes where the custom is for major international air
carriers flying comparable routes to carry such insurance) which is of the
type as from time to time applicable to aircraft owned or operated by the
Company of the same type as the Aircraft; PROVIDED that such insurance shall
at all times while the Aircraft are subject to this Mortgage be for an amount
(subject to self-insurance to the extent permitted by Section 3.6(d)) not
less than the amount of insurance of the same type maintained by the Company
on the Temporary Amendment Effective Date with respect to the Aircraft. Any
policies carried in accordance with this paragraph (b) covering the Aircraft
and any policies taken out in substitution or replacement for any such
policies (i) shall be amended to name the Collateral Agent as a loss payee,
as its interest may appear (but without imposing on any such party liability
to pay premiums with respect to such insurance), (ii) may provide for
self-insurance to the extent permitted in Section 3.6(d), (iii) shall provide
that (A) in the Event of a Loss involving proceeds in excess of an amount
equal to 13.5% of the Appraised Value of the Aircraft subject to such Event
of Loss, the proceeds in respect of such loss up to an amount equal to the
amount of the prepayment required by Section 4.02(e) of the Credit Agreement
with respect to such loss (the "BALANCE DUE"), shall be payable to the
Collateral Agent (except in the case of a loss with respect to an Engine
installed on an airframe other than an Airframe, in which case the Company
(or any Lessee) shall arrange for any payment of insurance proceeds in
respect of such loss to be held for the account of the Collateral Agent
whether such payment is made to the Company (or any Lessee) or any third
party), it being understood and agreed that in the case of any payment to the
Collateral Agent otherwise than in respect of an Event of Loss, the
Collateral Agent shall, upon receipt of evidence satisfactory to it that the
damage giving rise to such payment shall have been repaired or that such
payment shall then be required to pay for repairs then being made, pay the
amount of such payment to the Company or its order, and (B) the entire amount
of any loss involving total proceeds equal to the amount set forth in clause
(A) above or less or the amount of any proceeds of any loss in excess of the
Balance Due shall be paid to the Company or its order unless an Event of
Default shall have occurred and be continuing and the insurers shall have
been notified thereof by the Collateral Agent, (iv) shall provide that if the
insurers cancel such insurance for any reason whatever, or such insurance
lapses for non-payment of premium or if any material change is made in the
insurance which adversely affects the interest of the Collateral Agent, such
cancellation, lapse or change shall not be effective as to the Collateral
Agent (or, if any Lease shall be in effect, the Company in its capacity as
lessor under the Lease) for thirty (30) days
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(seven (7) days in case of hull war risk and allied perils coverage) after
issuance to the Collateral Agent (or, if any Lease is in effect, the Company
in its capacity as lessor under the Lease) of written notice by such insurers
of such cancellation, lapse or change; PROVIDED, HOWEVER, that if any notice
period specified above is not generally obtainable, such policies shall
provide for as long a period of prior notice as shall then be generally
obtainable, (v) shall provide that in respect of the interest of the
Collateral Agent (and, if any Lease shall be in effect, the Company in its
capacity as lessor under the Lease) in such policies the insurance shall not
be invalidated by any action or inaction of the Company (or, if a Lease is
then in effect, any Lessee) or any other Person and shall insure the
Collateral Agent (and, if any Lease shall be in effect, the Company in its
capacity as lessor under the Lease) regardless of any breach or violation of
any warranty, declaration or condition contained in such policies by the
Company (or, if a Lease is then in effect, any Lessee), (vi) shall be primary
without any right of contribution from any other insurance which is carried
by the Secured Creditors (or, if any Lease shall be in effect, the Company in
its capacity as lessor under the Lease), (vii) shall waive any right of
subrogation of the insurers against the Secured Creditors (and if any Lease
shall be in effect, the Company in its capacity as lessor under the Lease),
and (viii) shall waive any right of the insurers to set-off or counterclaim
or any other deduction, whether by attachment or otherwise, in respect of any
liability of the Secured Creditors or the Company (or any Lessee) to the
extent of any moneys due to the Collateral Agent. In the case of a loss with
respect to an engine (other than an Engine) installed on an Airframe, the
Collateral Agent shall hold any payment to it of any insurance proceeds in
respect of such loss for the account of the Company or any other third party
that is entitled to receive such proceeds.
As between the Collateral Agent and the Company, it is agreed that all
insurance payments received as the result of the occurrence of an Event of Loss
will be applied as follows:
(w) if such payment is received as the result of an Event of Loss
with respect to an Airframe (the Airframe and any Engines installed
thereon) that has been or is being replaced by the Company as contemplated
by Section 3.5(a) hereof, such payments shall be paid over to, or retained
by, the Collateral Agent and upon completion of such replacement be paid
over to the Company;
(x) if such payments are received with respect to an Airframe (or
the Airframe and the Engines installed thereon) that has not been or is not
being replaced by the Company as contemplated by Section 3.5(a) hereof, so
much of such payments remaining, after reimbursement of the Collateral
Agent for reasonable costs and expenses, as shall not exceed the Balance
Due shall be applied in reduction of the Company's obligation to pay the
Balance Due in accordance with Section 4.02(e) of the Credit Agreement, if
not already paid by the Company, or, if already paid by the Company, shall
be applied to reimburse the Company for its payment of such Balance Due,
and the balance, if any, of such payments remaining thereafter will be paid
over to, or retained by, the Company (or if directed by the Company, any
Lessee); and
(y) if such payments are received with respect to an Engine under
the circumstances contemplated by Section 3.4(e) hereof, so much of such
payments remaining,
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after reimbursement of the Collateral Agent for reasonable costs and
expenses, shall be paid over to, or retained by, the Company (or if
directed by the Company, any Lessee); PROVIDED that the Company shall
have fully performed or, concurrently therewith, will fully perform,
the terms of Section 3.4(e) hereof with respect to the Event of Loss for
which such payments are made.
As between the Collateral Agent and the Company, the insurance
payments for any property damage or loss to any Airframe or Engine not
constituting an Event of Loss with respect thereto will be applied in payment
for repairs or for replacement property in accordance with the terms of Sections
3.2(c) and 3.4 hereof, if not already paid for by the Company (or any Lessee),
and any balance (or if already paid for by the Company (or any Lessee), all such
insurance proceeds) remaining after compliance with such Sections with respect
to such loss shall be paid to the Company (or any Lessee if directed by the
Company).
(II) During any period that an Aircraft is on the ground and not in
operation, the Company may, in relation to such Aircraft, carry or cause to be
carried, in lieu of the insurance required by clause (b) (I) above, insurance
otherwise conforming with the provisions of said clause (b) (I) except that the
scope of the risks and the type of insurance shall be the same as from time to
time applicable to aircraft owned by the Company of the same type similarly on
the ground and not in operation; PROVIDED that the Company shall maintain
insurance against risk of loss or damage to such Aircraft in an amount at least
equal to the amount of insurance of such type maintained by the Company on the
Temporary Amendment Effective Date with respect to such Aircraft during such
period that such Aircraft is on the ground and not in operation.
(c) REPORTS, ETC.
The Company will furnish, or cause to be furnished, to the Collateral
Agent, on or before the Temporary Amendment Effective Date and on or before July
1, in each year thereafter commencing July 1, 1999 a report, signed by Aon Risk
Services, Inc. of Minnesota, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Incorporated or any other
independent firm of insurance brokers reasonably acceptable to the Collateral
Agent (the "INSURANCE BROKERS"), describing in reasonable detail the insurance
and reinsurance then carried and maintained with respect to the Aircraft and
stating the opinion of such firm that the insurance then carried and maintained
with respect to the Aircraft complies with the terms hereof; PROVIDED, HOWEVER,
that all information contained in the foregoing report shall not be made
available by the Secured Creditors to anyone except (A) to permitted transferees
of the interest of the Secured Creditors who agree to hold such information
confidential, (B) to the Secured Creditors' counsels or independent public
accountants or independent insurance advisors who agree to hold such information
confidential or (C) as may be required by any statute, court or administrative
order or decree or governmental ruling or regulation. The Company will cause
such Insurance Brokers to agree to advise the Collateral Agent in writing of any
default in the payment of any premium and of any other act or omission on the
part of the Company of which it has knowledge and which might invalidate or
render unenforceable, in whole or in part, any insurance on the Aircraft. To
the extent such agreement is reasonably obtainable, the Company will also cause
such Insurance Brokers to agree to advise the Collateral Agent in writing at
least thirty (30) days (seven (7) days in the case of war risk and
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allied perils coverage) prior to the expiration or termination date of any
insurance carried and maintained on the Aircraft pursuant to this Section
3.6. In addition, the Company will also cause such Insurance Brokers to
deliver to the Collateral Agent, on or prior to the date of expiration of any
insurance policy referenced in a previously delivered certificate of
insurance, a new certificate of insurance, substantially in the same form as
delivered by the Company to the Collateral Agent on the Temporary Amendment
Effective Date. In the event that the Company or any Lessee shall fail to
maintain or cause to be maintained insurance as herein provided, the
Collateral Agent may at its sole option provide such insurance and, in such
event, the Company shall, upon demand, reimburse the Collateral Agent for the
cost thereof to the Collateral Agent, without waiver of any other rights the
Collateral Agent may have.
(d) SELF-INSURANCE.
The Company may self-insure by way of deductible, premium adjustment
or franchise provisions or otherwise (including, with respect to insurance
maintained pursuant to Section 3.6(b), insuring for maximum amounts which are
less than the amounts required by such Section) in the insurance covering the
risks required to be insured against pursuant to this Section 3.6 under a
program applicable to all the aircraft in the Company's fleet, but in no case
shall the aggregate amount of self-insurance in regard to Section 3.6(a) and
Section 3.6(b) exceed during any policy year, with respect to all of the
aircraft in the Company's fleet (including, without limitation, the Aircraft),
the lesser of (a) 50% of the largest replacement value of any single aircraft in
the Company's fleet or (b) 1-1/2% of the average aggregate insurable value
(during the preceding policy year) of all aircraft (including, without
limitation, the Aircraft) on which the Company carries insurance. In addition,
the Company (and any Lessee) may self-insure to the extent of any applicable
mandatory minimum per aircraft (or, if applicable, per annum or other period)
hull or liability insurance deductible imposed by the aircraft hull or liability
insurers.
(e) ADDITIONAL INSURANCE BY THE COLLATERAL AGENT AND THE COMPANY.
The Company (and any Lessee) may at its own expense carry insurance
with respect to its interest in the Aircraft in amounts in excess of that
required to be maintained by this Section 3.6, so long as such excess insurance
is not in conflict with the insurance otherwise required hereunder.
(f) INDEMNIFICATION BY GOVERNMENT IN LIEU OF INSURANCE.
Notwithstanding any provisions of this Section 3.6 requiring
insurance, the Collateral Agent agrees to accept, in lieu of insurance against
any risk with respect to an Aircraft, indemnification from, or insurance
provided by, the United States Government or any agency or instrumentality
thereof or, upon the written consent of the Collateral Agent, other government
of registry of such Aircraft or any agency or instrumentality thereof, against
such risk in an amount which, when added to the amount of insurance against such
risk maintained by the Company (or any Lessee) with respect to the Aircraft
(including permitted self-insurance) shall be at least equal to the amount of
insurance against such risk otherwise required by this Section 3.6.
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(g) APPLICATION OF PAYMENTS DURING EXISTENCE OF AN EVENT OF DEFAULT.
Any amount referred to in paragraph (b) of this Section 3.6 which is
payable to or retainable by the Company (or any Lessee) shall not be paid to or
retained by the Company (or any Lessee) if at the time of such payment or
retention an Event of Default shall have occurred and be continuing, but shall
be held by or paid over to the Collateral Agent as security for the Obligations
and, if the aggregate unpaid principal amount of the Notes shall be declared to
be due and payable pursuant to the Credit Agreement, applied against the
Obligations as and when due. Upon the earlier of (a) such time as there shall
not be continuing any such Event of Default or (b) the termination of this
Mortgage in accordance with Section 8.1, such amount, and any interest realized
thereon pursuant to Section 6.1 hereof, shall be paid to the Company (or such
Lessee) to the extent not previously applied in accordance with the preceding
sentence.
Section 3.7. FILINGS.
The Company will take, or cause to be taken, at the Company's cost and
expense, such action with respect to the recording, filing, re-recording and
re-filing of this Mortgage in the office of the Federal Aviation Administration,
pursuant to the Federal Aviation Act, and in such other places as may be
required under any applicable law or regulation, each Mortgage Supplement and
any financing statements or other instruments as are necessary, or reasonably
requested by the Collateral Agent and appropriate, to maintain, so long as this
Mortgage is in effect, the perfection and preservation of the Lien created by
this Mortgage, or will furnish to the Collateral Agent timely notice of the
necessity of such action, together with such instruments, in execution form, and
such other information as may be required to enable the Collateral Agent to take
such action.
ARTICLE 4.
REMEDIES OF THE COLLATERAL AGENT
UPON AN EVENT OF DEFAULT
Section 4.1. EVENT OF DEFAULT. It shall be an Event of Default
hereunder if under the Credit Agreement an "Event of Default" (as such term is
defined in the Credit Agreement) shall occur; PROVIDED, that if the Company
shall have undertaken to cure any failure which arises under Section 3.2(c)
hereof, or under the first sentence of Section 3.2(b) hereof as it relates to
maintenance, service, repair or overhaul or under Section 3.4(a), (b), (c) or
(d) hereof and, notwithstanding the diligence of the Company in attempting to
cure such failure, such failure is not cured within 30 days but is curable with
future due diligence, there shall exist no Event of Default so long as the
Company is proceeding with due diligence to cure such failure and such failure
is remedied not later than one hundred eighty (180) days after receipt by the
Company of notice from the Collateral Agent of such failure; and PROVIDED
FURTHER, that any failure of the Company to perform or observe any covenant,
condition, agreement or any error in a representation or warranty shall not
constitute an Event of Default if such failure or error is caused solely by
reason of an event that constitutes an Event of Loss so long as the Company is
continuing to comply with all of the terms of Section 3.5 hereof.
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Section 4.2. REMEDIES WITH RESPECT TO COLLATERAL.
(a) REMEDIES AVAILABLE.
Upon (i) the occurrence and continuance of any Event of Default, the
Collateral Agent (in accordance with the provisions of Article 5 hereof) may,
and upon the written instructions of the Required Banks, the Collateral Agent
shall, do one or more of the following; PROVIDED, HOWEVER, that during any
period that an Aircraft is subject to the Civil Reserve Air Fleet Program in
accordance with the provisions of Section 3.2(a) hereof and in possession of the
United States government or an agency or instrumentality of the United States,
the Collateral Agent shall not, on account of any Event of Default, be entitled
to exercise any of the remedies specified in the following clauses (A), (B) and
(C) in relation to such Aircraft in such manner as to limit the Company's
control under this Mortgage of the relevant Airframe, or any Engines installed
thereon, unless at least sixty (60) days' (or such lesser period as may then be
applicable under the Air Mobility Command program of the United States Air
Force) written notice of default hereunder shall have been given by the
Collateral Agent by registered or certified mail to the Company (and any Lessee)
with a copy addressed to the Contracting Office Representative for the Air
Mobility Command of the United States Air Force under any contract with the
Company (or any Lessee) relating to such Aircraft:
(A) cause the Company, upon the written demand of the Collateral
Agent, at the Company's expense, to deliver promptly, and the Company shall
deliver promptly, all or such part of the Airframes, the Engines or other
Collateral as the Collateral Agent may so demand to the Collateral Agent or
its order, or the Collateral Agent, at its option, may enter upon the
premises where all or any part of the Airframes, the Engines or other
Collateral are located and take immediate possession (to the exclusion of
the Company and all Persons claiming under or through the Company) of and
remove the same by summary proceedings or otherwise together with any
engine which is not an Engine but which is installed on an Airframe,
subject to all of the rights of the owner, lessor, lien or secured party of
such engine; PROVIDED that an Airframe with an engine (which is not an
Engine) installed thereon may be flown or returned only to a location
within the continental United States, and such engine shall be held for the
account of any such owner, lessor, lienor or secured party or, if owned by
the Company, may at the option of the Collateral Agent, be exchanged with
the Company for an Engine in accordance with the provisions of Section
3.4(e) hereof;
(B) sell all or any part of the Airframes, Engines or other
Collateral at public or private sale, whether or not the Collateral Agent
shall at the time have possession thereof, as the Collateral Agent may
determine, or lease or otherwise dispose of all or any part of the
Airframes, the Engines or other Collateral as the Collateral Agent, in its
sole discretion, may determine, all free and clear of any rights or claims
of whatsoever kind of the Company; PROVIDED, HOWEVER, that the Company
shall be entitled at any time prior to any such disposition to redeem the
Collateral by paying in full all of the Obligations; or
- 26 -
(C) exercise any or all of the rights and powers and pursue any and
all remedies of a secured party under the Uniform Commercial Code of the
State of New York.
Upon every taking of possession of Collateral under this Section 4.2,
the Collateral Agent may, from time to time, at the expense of the Collateral
Agent, make all such expenditures for maintenance, insurance, repairs,
replacements, alterations, additions and improvements to and of the Collateral,
as it may deem proper. In each such case, the Collateral Agent shall have the
right to maintain, store, lease, control or manage the Collateral and to
exercise all rights and powers of the Company relating to the Collateral in
connection therewith, as the Collateral Agent shall deem best, including the
right to enter into any and all such agreements with respect to the maintenance,
insurance, storage, leasing, control, management or disposition of the
Collateral or any part thereof as the Collateral Agent may determine; and the
Collateral Agent shall be entitled to collect and receive directly all tolls,
rents, revenues, issues, income, products and profits of the Collateral and
every part thereof, without prejudice, however, to the right of the Collateral
Agent under any provision of this Mortgage to collect and receive all cash held
by, or required to be deposited with, the Collateral Agent hereunder. Such
tolls, rents, revenues, issues, income, products and profits shall be applied to
pay the expenses of storage, leasing, control, management or disposition of the
Collateral, and of all maintenance, repairs, replacements, alterations,
additions and improvements, and to make all payments which the Collateral Agent
may be required or may elect to make, if any, for taxes, assessments, insurance
or other proper charges upon the Collateral or any part thereof (including the
employment of engineers and accountants to examine, inspect and make reports
upon the properties and books and records of the Company), and all other
payments which the Collateral Agent may be required or authorized to make under
any provision of this Mortgage, as well as just and reasonable compensation for
the services of the Collateral Agent, and of all Persons properly engaged and
employed by the Collateral Agent.
In addition, the Company shall be liable for all legal fees and other
costs and expenses incurred by reason of the occurrence of any Event of Default
or the exercise of the Collateral Agent's remedies with respect thereto,
including all costs and expenses incurred in connection with the retaking or
return of any Airframe or Engines in accordance with the terms hereof or under
the Uniform Commercial Code of the State of New York, which amounts shall, until
paid, be secured by the Lien of this Mortgage.
If an Event of Default shall have occurred and the Notes shall have
been accelerated at the request of the Collateral Agent the Company shall
promptly execute and deliver to the Collateral Agent such instruments of title
and other documents as the Collateral Agent may deem necessary or advisable to
enable the Collateral Agent or an agent or representative designated by the
Collateral Agent, at such time or times and place or places as the Collateral
Agent may specify, to obtain possession of all or any part of the Collateral to
which the Collateral 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 Collateral Agent, the Collateral Agent may
obtain a judgment conferring on the Collateral Agent the right to immediate
possession and requiring the Company to execute and deliver such instruments and
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documents to the Collateral Agent, to the entry of which judgment the Company
hereby specifically consents to the fullest extent it may lawfully do so.
Nothing in the foregoing shall affect the right of each Secured
Creditor to receive all payments of principal of, and interest on, the
Obligations held by such Secured Creditor and all other amounts owing to such
Secured Creditor as and when the same may be due.
(b) NOTICE OF SALE.
The Collateral Agent shall give the Company at least fifteen (15)
days' prior written notice of the date fixed for any public sale of any Airframe
or Engine or the date on or after which any private sale will be held, which
notice the Company hereby agrees is reasonable notice, and any such public sale
shall be conducted in general so as to afford the Company (and any Lessee) a
reasonable opportunity to bid.
(c) RECEIVER.
If any Event of Default shall occur and be continuing, to the extent
permitted by law, the Collateral Agent shall be entitled, as a matter of right
as against the Company, without notice or demand and without regard to the
adequacy of the security for the Obligations or the solvency of the Company,
upon the commencement of judicial proceedings by it to enforce any right under
this Mortgage, to the appointment of a receiver of the Collateral and of the
tolls, rents, revenues, issues, income, products and profits thereof.
(d) CONCERNING SALES.
At any sale under this Article, any Secured Creditor may bid for and
purchase the property offered for sale, may make payment on account thereof as
herein provided, and, upon compliance with the terms of sale, may hold, retain
and dispose of such property without further accountability therefor. Any
purchaser shall be entitled, for the purpose of making payment for the property
purchased, to deliver any of the Notes or other Obligations in lieu of cash in
the amount which shall be payable thereon as principal or interest. Said Notes
and other Obligations, in case the amount so payable to the holders thereof
shall be less than the amounts due thereon, shall be returned to the holders
thereof after being stamped or endorsed to show partial payment.
Section 4.3. WAIVER OF APPRAISEMENT, ETC., LAWS.
To the full extent that it may lawfully so agree, the Company agrees
that it will not at any time insist upon, plead, claim or take the benefit or
advantage of, any appraisement, valuation, stay, extension, or redemption law
now or hereafter in force, in order to prevent or hinder the enforcement of this
Mortgage or the absolute sale of the Collateral, or any part thereof, or the
possession thereof by any purchaser at any sale under this Article; but the
Company, for itself and all who may claim under it, so far as it or they now or
hereafter lawfully may, hereby waives the benefit of all such laws. The
Company, for itself and all who may claim under it, waives, to the extent that
it lawfully may, all right to have the property in the Collateral
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marshalled upon any foreclosure hereof, and agrees that any court having
jurisdiction to foreclosure this Mortgage may order the sale of the
Collateral as an entirety.
Section 4.4. APPLICATION OF PROCEEDS.
(a) All moneys collected by the Collateral Agent upon any sale or
other disposition of the Collateral shall be applied as follows:
(i) first, to the payment of all Obligations owing the Collateral
Agent of the type provided in clauses (ii) and (iii) of the definition of
Obligations;
(ii) second, to the extent proceeds remain after the application
pursuant to the preceding clause (i), an amount equal to the outstanding
Obligations shall be paid to the Secured Creditors, with each Secured
Creditor receiving an amount equal to its outstanding Obligations or, if
the proceeds are insufficient to pay in full all such Obligations, its Pro
Rata Share of the amount remaining to be distributed;
(iii) third, to the extent proceeds remain after the application
pursuant to the preceding clauses (i) and (ii) and following the
termination of this Mortgage pursuant to Section 7.12 hereof, to the
Company or as required by applicable law.
(b) For purposes of this Mortgage "Pro Rata Share" shall mean, when
calculating a Secured Creditor's portion of any distribution or amount, that
amount (expressed as a percentage) equal to a fraction the numerator of which is
the then unpaid amount of such Secured Creditor's Obligations and the
denominator of which is the then outstanding amount of all Obligations.
(c) If any payment to any Secured Creditor of its Pro Rata Share of
any distribution would result in overpayment to such Secured Creditor, such
excess amount shall instead be distributed in respect of the unpaid Obligations
of the other Secured Creditors, with each Secured Creditor whose Obligations
have not been paid in full to receive an amount equal to such excess amount
multiplied by a fraction the numerator of which is the unpaid Obligations of
such Secured Creditor and the denominator of which is the unpaid Obligations of
all Secured Creditors entitled to such distribution.
(d) It is understood that the Company shall remain liable to the
extent of any deficiency between the amount of the proceeds of the Collateral
and the aggregate amount of the sums referred to in clauses (i) and (ii) of
Section 4.4(a).
Section 4.5. REMEDIES CUMULATIVE.
Each and every right, power and remedy hereby specifically given to
the Collateral Agent or otherwise in this Mortgage shall be cumulative and shall
be in addition to every other right, power and remedy specifically given under
this Mortgage or the other Credit Documents or now or hereafter existing at law,
in equity or by statute and each and every right, power and remedy whether
specifically herein given or otherwise existing may be exercised from
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time to time or simultaneously and as often and in such order as may be
deemed expedient by the Collateral Agent. All such rights, powers and
remedies shall be cumulative and the exercise or the beginning of the
exercise of one shall not be deemed a waiver of the right to exercise any
other or others. No delay or omission of the Collateral Agent in the
exercise of any such right, power or remedy and no renewal or extension of
any of the Obligations shall impair any such right, power or remedy or shall
be construed to be a waiver of any Default or Event of Default or an
acquiescence therein. No notice to or demand on the Company in any case
shall entitle it to any other or further notice or demand in similar or other
circumstances or constitute a waiver of any of the rights of the Collateral
Agent to any other or further action in any circumstances. In the event that
the Collateral Agent shall bring any suit to enforce any of its rights
hereunder and shall be entitled to judgment, then in such suit the Collateral
Agent may recover reasonable expenses, including attorneys' fees, and the
amounts thereof shall be included in such judgment.
Section 4.6. DISCONTINUANCE OF PROCEEDINGS.
In case the Collateral Agent shall have instituted any proceeding to
enforce any right, power or remedy under this Mortgage by foreclosure, sale,
entry or otherwise, and such proceeding shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the
Collateral Agent, then and in every such case the Company, the Collateral Agent
and each holder of any of the Obligations shall be restored to their former
positions and rights hereunder with respect to the Collateral subject to the
security interest created under this Mortgage, and all rights, remedies and
powers of the Collateral Agent shall continue as if no such proceeding had been
instituted (but otherwise without prejudice).
ARTICLE 5.
INDEMNITY
Section 5.1. INDEMNITY.
(a) The Company agrees to indemnify, reimburse and hold the
Collateral Agent, each Secured Creditor and their successors, permitted assigns,
employees, agents and servants (hereinafter in this Section 5.1 referred to as
"Indemnitees") harmless from any and all liabilities, obligations, damages,
injuries, penalties, claims, demands, actions, suits, judgments and any and all
reasonable costs, expenses or disbursements (including reasonable attorneys'
fees and expenses) (for the purposes of this Section 5.1 the foregoing are
collectively, called "expenses") of whatsoever kind and nature imposed on,
asserted against or incurred by any of the Indemnitees in any way relating to or
arising out of this Mortgage, any other Credit Document or any other document
executed in connection herewith or therewith or in any other way connected with
the administration of the transactions contemplated hereby or thereby or the
enforcement of any of the terms of, or the preservation of any rights under any
thereof, or in any way relating to or arising out of the manufacture, ownership,
ordering, purchase, delivery, control, acceptance, lease, financing, possession,
operation, condition, sale, return or other disposition, or use of the
Collateral (including, without limitation, latent or other defects, whether or
not discoverable), the violation of the laws of any country, state or other
governmental body or unit, any tort
- 30 -
(including, without limitation, claims arising or imposed under the doctrine
of strict liability, or for or on account of injury to or the death of any
Person (including any Indemnitee), or property damage); provided that no
Indemnitee shall be indemnified pursuant to this Section 5.1(a) for losses,
damages or liabilities to the extent caused by the gross negligence or
willful misconduct of such Indemnitee. The Company agrees that upon written
notice by any Indemnitee of the assertion of such a liability, obligation,
damage, injury, penalty, claim, demand, action, suit or judgment, the Company
shall assume full responsibility for the defense thereof. Indemnitees agree
to use their best efforts to promptly notify the Company of any such
assertion of which such Indemnitees have knowledge.
(b) Without limiting the application of Section 5.1(a), the Company
agrees to pay, or reimburse the Collateral Agent for any and all reasonable
fees, costs and expenses of whatever kind or nature incurred in connection with
the creation, preservation or protection of the Collateral Agent's Liens on, and
security interest in, the Collateral, including, without limitation, all fees
and taxes in connection with the recording or filing of instruments and
documents in public offices, payment or discharge of any taxes or Liens upon or
in respect of the Collateral, premiums for insurance with respect to the
Collateral and all other reasonable fees, costs and expenses in connection with
protecting, maintaining or preserving the Collateral and the Collateral Agent's
interest therein, whether through judicial proceedings or otherwise, or in
defending or prosecuting any actions, suits or proceedings arising out of or
relating to the Collateral.
(c) Without limiting the application of Section 5.1(a) or (b), the
Company agrees to pay, indemnify and hold the Indemnitees harmless from and
against any loss, costs, damages and expenses which the Indemnitees may suffer,
expend or incur in consequence of or growing out of any misrepresentation by the
Company in this Mortgage, or any other Credit Document or in any writing
contemplated by or made or delivered pursuant to or in connection with this
Mortgage, or any other Credit Document.
(d) If and to the extent that the obligations of the Company under
this Section 5.1 are unenforceable for any reason, the Company hereby agrees to
make the maximum contribution to the payment and satisfaction of such
obligations which is permissible under applicable law.
Section 5.2. INDEMNITY OBLIGATIONS SECURED BY COLLATERAL; SURVIVAL.
Any amounts paid by any Indemnitee as to which such Indemnitee has the
right to reimbursement shall constitute Obligations secured by the Collateral
until the Termination Date. The indemnity obligations of the Company contained
in this Section 5 shall continue in full force and effect notwithstanding the
full payment of all the Notes issued under the Credit Agreement and the payment
of all other Obligations and notwithstanding the discharge thereof.
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ARTICLE 6.
INVESTMENT OF SECURITY FUNDS
Section 6.1. INVESTMENT OF SECURITY FUNDS.
Any monies paid to or retained by the Collateral Agent which are
required to be paid to the Company or applied for the benefit of the Company
(including, without limitation, amounts payable to the Company under Sections
3.5(d), 3.5(f), 3.6(b) and 3.6(g) hereof), but which the Collateral Agent is
entitled to hold under the terms hereof pending the occurrence of some event or
the performance of some act (including, without limitation, the remedying of an
Event of Default), shall, until paid to the Company or applied as provided
herein, be invested by the Collateral Agent at the written authorization and
direction of the Company from time to time at the sole expense and risk of the
Company in Permitted Investments. After the occurrence and during the
continuance of an Event of Default, Permitted Investments will be selected by
the Collateral Agent at its discretion. At the time of such payment or
application, there shall be remitted to the Company any gain (including interest
received) realized as the result of any such investment (net of any fees,
commissions, other expenses or losses, if any, incurred in connection with such
investment) unless an Event of Default shall have occurred and be continuing.
The Collateral Agent shall not be liable for any loss relating to a Permitted
Investment made pursuant to this Article 6. The Company will promptly pay to
the Collateral Agent, on demand, the amount of any loss (net of any gains,
including interest received) realized as the result of any such investment
(together with any fees, commissions and other expenses, if any, incurred in
connection with such investment).
ARTICLE 7.
MISCELLANEOUS
Section 7.1. NO LEGAL TITLE TO COLLATERAL IN NOTEHOLDER.
No Secured Creditor shall have legal title to any part of the
Collateral. No transfer, by operation of law or otherwise, of a Note or other
right, title and interest of a Secured Creditor in and to the Collateral or this
Mortgage shall operate to terminate this Mortgage or entitle any successor or
transferee of such Secured Creditor to an accounting or to the transfer to it of
legal title to any part of the Collateral.
Section 7.2. SALE OF THE AIRCRAFT BY COLLATERAL AGENT IS BINDING.
Any sale or other conveyance of the Aircraft, the Airframe, any Engine
or any interest therein by the Collateral Agent made pursuant to the terms of
this Mortgage shall bind the Secured Creditors and the Company, and shall be
effective to transfer or convey all right, title and interest of the Collateral
Agent, the Company, and the Secured Creditors in and to the Aircraft, the
Airframe, any Engine or any interest therein. No purchaser or other grantee
shall be required to inquire as to the authorization, necessity, expediency or
regularity of such sale or
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conveyance or as to the application of any sale or other proceeds with
respect thereto by the Collateral Agent;
Section 7.3. BENEFIT OF MORTGAGE.
Nothing in this Mortgage, whether express or implied, shall be
construed to give to any Person other than the Company, the Collateral Agent,
and the Secured Creditors any legal or equitable right, remedy or claim under or
in respect of this Mortgage or any Note.
Section 7.4. NOTICES.
Except as otherwise specified herein, all notices, requests, demands
or other communications to or upon the respective parties hereto shall be in
writing (including telegraphic, telex, facsimile transmission or cable
communication) and shall be delivered, mailed, telegraphed, telexed, facsimile
transmitted or cabled, addressed:
(a) if to the Company, at its office at:
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Senior Vice President -
Finance and Treasurer
(b) if to the Collateral Agent:
Bankers Trust Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇; and
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(c) if to any Secured Creditor, either (x) to the Administrative
Agent, at the address of the Administrative Agent specified in the Credit
Agreement or (y) at such address as such Secured Creditor shall have
specified in the Credit Agreement;
or at such other address as shall have been furnished in writing by any Person
described above to the party required to give notice hereunder. All such
notices and communications shall, when mailed, telegraphed, telexed, facsimile
transmitted or cabled or sent by overnight courier, be effective on the third
Business Day following deposit in the U.S. mails, certified, return receipt
requested, when delivered to the telegraph company, cable company or on the day
following delivery to an overnight courier, as the case may be, or when sent by
telex or facsimile device, except that notices and communications to the
Collateral Agent shall not be effective until received by the Collateral Agent.
- 33 -
Section 7.5. WAIVER; AMENDMENT.
None of the terms and conditions of this Mortgage may be changed,
waived, modified or varied in any manner whatsoever unless in writing duly
signed by the Company and the Collateral Agent (with the consent of the Required
Banks or, to the extent required by Section 12.12 of the Credit Agreement, all
of the Banks).
Section 7.6. OBLIGATIONS ABSOLUTE.
The obligations of the Company hereunder shall remain in full force
and effect without regard to, and shall not be impaired by, (a) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or the like of the Company, except to the extent that the enforceability thereof
may be limited by any such event; (b) any exercise or non-exercise, or any
waiver of, any right, remedy, power or privilege under or in respect of this
Mortgage or any other Credit Document, except as specifically set forth in a
waiver granted pursuant to Section 7.5; or (c) any amendment to or modification
of any Credit Document or any security for any of the Obligations; whether or
not the Company shall have notice or knowledge of any of the foregoing, except
as specifically set forth in an amendment or modification executed pursuant to
Section 7.5.
Section 7.7. SUCCESSORS AND ASSIGNS.
This Mortgage shall be binding upon each Assignor and its successors
and assigns and shall inure to the benefit of the Collateral Agent and each
Secured Creditor and their respective successors and assigns; PROVIDED, that the
Company may not transfer or assign any or all of its rights or obligations
hereunder without the prior written consent of the Collateral Agent. All
agreements, statements, representations and warranties made by the Company
herein or in any certificate or other instrument delivered by the Company or on
its behalf under this Mortgage shall be considered to have been relied upon by
the Secured Creditors and shall survive the execution and delivery of this
Mortgage and the other Credit Documents regardless of any investigation made by
the Secured Creditors or on their behalf.
Section 7.8. HEADINGS DESCRIPTIVE.
The headings of the several sections of this Mortgage are inserted for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Mortgage.
Section 7.9. SEVERABILITY.
Any provision of this Mortgage which is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.
- 34 -
Section 7.10. GOVERNING LAW.
THIS MORTGAGE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, BE GOVERNED BY, AND BE CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD
DICTATE THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.
Section 7.11. COMPANY'S DUTIES.
It is expressly agreed, anything herein contained to the contrary
notwithstanding, that the Company shall remain liable to perform all of the
obligations, if any, assumed by it with respect to the Collateral and the
Collateral Agent shall not have any obligations or liabilities with respect to
any Collateral by reason of or arising out of this Mortgage, nor shall the
Collateral Agent be required or obligated in any manner to perform or fulfill
any of the obligations of the Company under or with respect to any Collateral.
Section 7.12. TERMINATION; RELEASE.
(a) After the Termination Date, this Agreement shall terminate
(provided that all indemnities set forth herein including, without limitation,
in Section 5.1 hereof shall survive such termination) and the Collateral Agent,
at the request and expense of the Company, will promptly execute and deliver to
the Company a proper instrument or instruments (including Uniform Commercial
Code termination statements on form UCC-3) acknowledging the satisfaction and
termination of this Mortgage, and will duly assign, transfer and deliver to the
Company (without recourse and without any representation or warranty) such of
its Collateral as may be in the possession of the Collateral Agent and as has
not theretofore been sold or otherwise applied or released pursuant to this
Mortgage. As used in this Mortgage, "Termination Date" shall mean the earlier
to occur of (x) the Temporary Amendment Expiry Date and (y) the first date upon
which the Total Commitment and all Letters of Credit have been terminated, no
Note is outstanding (and all Loans have been paid in full), and all other
Obligations then owing have been paid in full.
(b) In the event that any part of the Collateral is sold in
connection with a sale permitted by the Credit Agreement or is otherwise
released at the direction of the Required Banks (or all the Banks if required by
Section 12.12 of the Credit Agreement) and the proceeds of such sale or sales or
from such release are applied in accordance with the terms of the Credit
Agreement, such Collateral will be sold free and clear of the Liens created by
this Mortgage and the Collateral Agent, at the request and expense of the
Company, will duly assign, transfer and deliver to the Company (without recourse
and without any representation or warranty) such of the Collateral of the
Company as is then being (or has been) so sold or released and as may be in the
possession of the Collateral Agent and has not theretofore been released
pursuant to this Mortgage.
- 35 -
(c) At any time that the Company desires that Collateral be
released as provided in the foregoing Section 7.12(a) or (b), it shall deliver
to the Collateral Agent a certificate signed by its chief financial officer or
another authorized senior officer stating that the release of the respective
Collateral is permitted pursuant to Section 7.12(a) or (b). If requested by the
Collateral Agent (although the Collateral Agent shall have no obligation to make
any such request), the Company shall furnish appropriate legal opinions (from
counsel, which may be in-house counsel, acceptable to the Collateral Agent) to
the effect set forth in the immediately preceding sentence. The Collateral
Agent shall have no liability whatsoever to any Secured Creditor as the result
of any release of Collateral by it as permitted by this Section 7.
Section 7.13. COUNTERPARTS.
This Mortgage may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A set of counterparts executed by all
the parties hereto shall be lodged with the Company and the Collateral Agent.
Section 7.14. THE COLLATERAL AGENT.
The Collateral Agent will hold in accordance with this Mortgage all
items of the Collateral at any time received under this Mortgage. It is
expressly understood and agreed by the parties hereto and each Secured Creditor,
by accepting the benefits of this Mortgage, acknowledges and agrees that the
obligations of the Collateral Agent as holder of the Collateral and interests
therein and with respect to the disposition thereof, and otherwise under this
Mortgage, are only those expressly set forth in this Mortgage. The Collateral
Agent shall act hereunder on the terms and conditions set forth in Section 11 of
the Credit Agreement.
Section 7.15. LIMITED OBLIGATIONS.
It is the desire and intent of the Company, the Collateral Agent and
the Secured Creditors that this Mortgage shall be enforced against the Company
to the fullest extent permissible under the laws and public policies applied in
each jurisdiction in which enforcement is sought. If and to the extent that the
obligations of the Company under this Mortgage shall be adjudicated to be
invalid or unenforceable for any reason (including, without limitation, because
of any applicable state or federal law relating to fraudulent conveyances or
transfers, which laws would determine the solvency of the Company by reference
to the full amount of the Obligations at the time of the execution and delivery
of this Mortgage), then the amount of the Obligations of the Company shall be
deemed to be reduced and the Company shall pay the maximum amount of the
Obligations which would be permissible under the applicable law.
- 36 -
IN WITNESS WHEREOF, the parties hereto have caused this Mortgage to be
duly executed by their respective officers, as the case may be, there unto duly
authorized, as of the day and year first above written.
NORTHWEST AIRLINES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Title: Vice President-Finance
and Assistant Treasurer
BANKERS TRUST COMPANY,
as Collateral Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
Title: Assistant Vice President
DEFINITIONS RELATING TO THE
AIRCRAFT MORTGAGE AGREEMENT
Unless otherwise defined herein, terms used in the Mortgage shall have
the meaning provided thereto in the "Credit Agreement" as defined herein. The
definitions stated herein shall apply equally to both the singular and plural
forms of the terms defined.
"ADDITIONAL PARTS" has the meaning given such term in Section 3.4(d)
of the Mortgage.
"AGENTS" has the meaning given to such term in the Credit Agreement.
"AIRCRAFT" means each of the Airframes (or any Replacement Airframes
substituted therefor pursuant to Section 3.5 of the Mortgage) together with the
Engines (if any) installed thereon (or any Replacement Engines substituted for
said Engines pursuant to Section 3.4 of the Mortgage), whether or not any of
such initial or substitute Engines may from time to time be installed on such
Airframe or may be installed on any other airframe or on any other aircraft.
"AIRFRAMES" means each of the airframes described in Section 2.1(a) of
the Mortgage together with any and all Parts (other than Engines or engines),
and any Replacement Airframe that may from time to time be substituted, pursuant
to Section 3.5 of the Mortgage, for such Airframe; so long as the same shall be
incorporated or installed in or attached to such Airframe.
"APPRAISED VALUE" means the value of the Aircraft as set forth in the
most recent Appraisal delivered pursuant to Section 5A.11 or Section 7.01(g) of
the Credit Agreement.
"BALANCE DUE" has the meaning given such term in Section 3.6(b) of the
Mortgage.
"BANKRUPTCY CODE" means Title 11 of the United States Code, as amended
from time to time, and any successor provisions thereof.
"BANKS" has the meaning provided such term in the Credit Agreement.
"CERTIFICATED AIR CARRIER" means a Citizen of the United States
holding a carrier operating certificate issued by the Secretary of
Transportation pursuant to Chapter 447 of Title 49, United States Code, for
aircraft capable of carrying ten or more individuals or 6,000 pounds or more of
cargo.
"CITIZEN OF THE UNITED STATES" has the meaning specified in Section
40102(a)(15) of Title 49 of the United States Code.
"CIVIL RESERVE AIR FLEET PROGRAM" means the Civil Reserve Air Fleet
Program, currently administered by the United States Air Force Military Command
pursuant to Executive Order No. 11490, as amended, or any substantially similar
program.
"COLLATERAL" has the meaning given to such term in Section 2.1 of the
Mortgage.
"COLLATERAL AGENT" has the meaning specified in the preamble to the
Mortgage.
"COMPANY" has the meaning specified in the preamble to the Mortgage.
"CONTRACT RIGHTS" means all of the Company's right, title and interest
in and to any purchase agreement, modification agreement and buyer-furnished
equipment agreement, as and to the extent that the same relates to any Aircraft
and the operation thereof, including, without limitation, (a) all claims for
damages in respect of any Aircraft arising as a result of any default by the
manufacturer or the seller under any purchase agreement, modification agreement
and buyer-furnished equipment agreement, in respect of such Aircraft, including,
without limitation, all warranty, service life policy, aircraft performance
guarantee and indemnity provisions in such agreements in respect of any Aircraft
and all claims thereunder and (b) any and all rights of the Company to compel
performance of the terms of any purchase agreement, modification agreement and
buyer-furnished equipment agreement, in respect of any Aircraft.
"CREDIT AGREEMENT" means the Credit Agreement, dated as of December
15, 1995, amended and restated as of October 16, 1996, further amended and
restated as of December 29, 1997, further amended as of January 23, 1998 and
further amended as of May 12, 1998, by and among Northwest Airlines Corporation,
a Delaware corporation, NWA Inc., a Delaware corporation, the Company, the
lenders from time to time party thereto (the "Banks") ABN AMRO Bank N.V., as
compliance agent (the "Compliance Agent"), Bankers Trust Company, as
administrative agent (the "Administrative Agent"), Chase Securities Inc., as
syndication agent (the "Syndication Agent"), Citibank, N.A., as documentation
agent (the "Documentation Agent"), and National Westminster Bank plc and U.S.
Bancorp (f/k/a First Bank National Association) as agents (together with the
Compliance Agent, the Administrative Agent, the Syndication Agent and the
Documentation Agent, each an "Agent" and collectively, the Agents") as amended,
modified and/or supplemented from time to time.
"DEFAULT" means an event which, with the giving of notice, lapse of
time or both would become an Event of Default.
"DOLLARS" and "$" means the lawful currency of the United States of
America.
"ENGINES" means each of the engines described in Section 2.1(a) of the
Mortgage whether or not from time to time installed on any Airframe or on any
other aircraft, and any Replacement Engine that may from time to time be
substituted, pursuant to Section 3.4 of the Mortgage, for such Engine; together
in each case with any and all Parts incorporated or installed in or attached
thereto.
"EVENT OF DEFAULT" has the meaning given such term in Section 4.1 of
the Mortgage.
"EVENT OF LOSS" with respect to the Aircraft, the Airframes, or the
Engines means any of the following events with respect to such property:
(i) the loss of such property or the use thereof due to the
destruction of or damage to such property which renders repair uneconomic
or which renders such property permanently unfit for normal use by the
Company for any reason whatsoever;
(ii) any damage to such property which results in an insurance
settlement with respect to such property on the basis of a total loss, or a
constructive or compromised total loss;
(iii) the theft or disappearance of such property, or the
confiscation, condemnation, or seizure of, or requisition of title to, or
use of, such property by any governmental or purported governmental
authority (other than a requisition for use by the United States government
or any other government of registry of an Aircraft, or any agency or
instrumentality of any thereof which in the case of any event referred to
in this clause (iii) (other than a requisition of title) shall have
resulted in the loss of possession of such property by the Company for a
period in excess of 180 consecutive days or, in the case of a requisition
of title, the requisition of title shall not have been reversed within 90
days from the date of such requisition of title;
(iv) as a result of any law, rule, regulation, order or other action
by the Federal Aviation Administration or other governmental body of the
government of registry of an Aircraft having jurisdiction, the use of such
property in the normal course of the business of air transportation shall
have been prohibited for a period of 180 consecutive days; and
(v) any divestiture of title to an Engine treated as an Event of
Loss pursuant to Section 3.2(a) of the Mortgage. An Event of Loss with
respect to an Aircraft shall be deemed to have occurred if an Event of Loss
occurs with respect to the relevant Airframe.
"FEDERAL AVIATION ACT" means that portion of the United States Code
comprising those provisions formerly referred to as the Federal Aviation Act of
1958, as amended, or any subsequent legislation that amends, supplements or
supersedes such provisions.
"FEDERAL AVIATION ADMINISTRATION" and "FAA" mean the United States
Federal Aviation Administration, and any agency or instrumentality of the United
States government succeeding to its functions.
"FOREIGN AIR CARRIER" means any air carrier which is not a U.S. Air
Carrier and which performs maintenance, preventative maintenance and inspections
for an Aircraft, an Airframe, the Parts and/or the related Engines or engines to
standards which are approved by, or which are substantially equivalent to those
required by, the Federal Aviation Administration, the Civil Aviation Authority
of United Kingdom, the Direction Generale de l'Aviation Civile of the French
Republic, the Luftfahrt Bundesamt of the Federal Republic of Germany, the
Rijflauchtraatdienst of the Kingdom of the Netherlands, the Ministry of
Transportation of Japan or the Federal Ministry of Transport of Canada (or any
agency or instrumentality of the applicable government succeeding to the
jurisdiction of the foregoing entities).
"GUARANTOR" or "GUARANTORS" means individually or collectively, as the
context may require, Northwest Airlines Corporation, a Delaware corporation, NWA
Inc., a Delaware corporation, and, any other "Guarantor" under, and as defined
in, the Credit Agreement.
"LEASE" means any lease permitted by the terms of Section 3.2(a)(x) of
the Mortgage.
"LESSEE" means any lessee permitted by the terms of Section 3.2(a)(x)
of the Mortgage.
"LIEN" shall mean any mortgage, pledge, hypothecation, assignment,
security deposit arrangement, encumbrance, lien (statutory or other) or other
security agreement or lien of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the UCC or any other
similar recording or notice statute, and any capital lease having substantially
the same economic effect as any of the foregoing).
"MORTGAGE" means the Aircraft Mortgage and Security Agreement covering
the Collateral, dated as of May 12, 1998, between the Company and the Collateral
Agent, as the same may be amended, modified or supplemented from time to time.
"MORTGAGE SUPPLEMENT" means any Mortgage and Security Agreement
Supplement substantially in the form of EXHIBIT A to the Mortgage, and any other
supplement to the Mortgage, from time to time executed and delivered.
"OBLIGATIONS" shall mean (i) the full and prompt payment when due
(whether at the stated maturity, by acceleration or otherwise) of all
obligations and indebtedness (including, without limitation, indemnities, fees
and interest thereon) of the Company and each Guarantor owing to the Secured
Creditors, now existing or hereafter incurred under, arising out of or in
connection with any Credit Document and the due performance and compliance by
the Company and each Guarantor with the terms of each such Credit Document;
(ii) any and all sums advanced by the Collateral Agent in order to preserve the
Collateral or preserve its security interest in the Collateral and (iii) in the
event of any proceeding for the collection or enforcement of any indebtedness,
obligations, or liabilities referred to in clauses (i) and (ii) above, after an
Event of Default shall have occurred and be continuing, the reasonable expenses
of re-taking, holding, preparing for sale or lease, selling or otherwise
disposing of or realizing on the Collateral, or of any exercise by the
Collateral Agent of its rights hereunder, together with reasonable attorneys'
fees and court costs.
"OBSOLETE PARTS" has the meaning given such term in Section 3.4(d) of
the Mortgage.
"OFFICER'S CERTIFICATE" means, as to any Person, a certificate signed
by the Chairman, the Vice Chairman, the President, any Executive Vice President,
any Director, any Senior Vice President, any Vice President, any Assistant Vice
President, the Treasurer or any Assistant Treasurer, the Secretary, or any
Assistant Secretary of such Person.
"PARTS" means any and all appliances, parts, instruments,
appurtenances, accessories, furnishings, seats, buyer furnished equipment, and
other equipment of whatever nature (other than (a) complete Engines or engines,
(b) items leased by the Company from a third party and (c) cargo containers)
which may from time to time be incorporated or installed in or attached to any
Airframe or any Engine.
"PERMITTED INVESTMENTS" means (i) direct obligations of the United
States of America and agencies guaranteed by the United States government having
a final maturity of 90 days or less from date of purchase thereof; (ii)
certificates of deposit issued by, bankers' acceptances of, or time deposits
with, any bank, trust company or national banking association incorporated under
the laws of the United States of America or one of the states thereof having
combined capital and surplus and retained earnings as of its last report of
condition of at least $500,000,000 and having a rating of Aa or better by
▇▇▇▇▇'▇ Investors Service, Inc. ("MOODY'S") or AA or better by Standard & Poor's
Corporation ("S&P") and having a final maturity of 90 days or less from date of
purchase thereof; and (iii) commercial paper of any holding company of a bank,
trust company or national banking association described in (ii) and commercial
paper of any corporation or finance company incorporated or doing business under
the laws of the United States of America or any state thereof having a rating
assigned to such commercial paper of Al by S&P or P1 by Moody's and having a
final maturity of 90 days or less from the date of purchase thereof; provided
that the aggregate amount at any one time so invested in certificates of deposit
issued by any one bank shall not be in excess of 5% of such bank's capital and
surplus.
"PERMITTED LESSEE" means any air carrier domiciled in a country listed
in SCHEDULE III to the Mortgage.
"PERSON" means an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint venture,
governmental authority or other entity of whatever nature.
"REPLACEMENT AIRCRAFT" means any Aircraft of which a Replacement
Airframe is part.
"REPLACEMENT AIRFRAME" means an aircraft (except Engines or engines
from time to time installed thereon), which shall have been made subject to the
Lien of the Mortgage pursuant to Section 3.5 thereof.
"REPLACEMENT CLOSING DATE" has the meaning given such term in Section
3.5(c) of the Mortgage.
"REPLACEMENT ENGINE" means an aircraft engine suitable for
installation and use on the relevant Airframe and which has a value, utility and
remaining useful life (except for maintenance cycle condition) at least equal to
the Engine which it is replacing, assuming such Engine was of the value, utility
and remaining useful life (except for maintenance cycle condition) required by
the terms of the Mortgage, and which shall have been made subject to the Lien of
the Mortgage pursuant to Section 3.4 or 3.5 of the Mortgage.
"REQUIRED BANKS" has the meaning given such term in the Credit
Agreement.
"SECURED CREDITORS" has the meaning given such term in the preamble to
the Mortgage.
"TEMPORARY AMENDMENT" means the Temporary Amendment to the Credit
Agreement, dated as of May 12, 1998, by and among Holdings, NWA, the Company,
the Agents and the Banks.
"TEMPORARY AMENDMENT EFFECTIVE DATE" has the meaning provided in the
Temporary Amendment.
"TEMPORARY AMENDMENT EXPIRY DATE" has the meaning provided in the
Temporary Amendment.
"TERMINATION DATE" has the meaning given to such term in Section 7.12
of the Mortgage.
"U.S. AIR CARRIER" means any Certificated Air Carrier as to which
there is in force an air carrier operating certificate issued pursuant to Part
121 of the regulations under the Federal Aviation Act, or which may operate as
an air carrier by certification or otherwise under any successor or substitute
provisions therefor or in the absence thereof.
"WET LEASE" means any arrangement whereby the Company (or any Lessee)
agrees to furnish any Airframe and the Engines or engines installed thereon to a
third party pursuant to which such Airframe and Engines or engines (i) shall be
operated solely by regular employees of the Company (or any Lessee) possessing
all current certificates and licenses that would be required under the Federal
Aviation Act or, if the Aircraft is not registered in the United States, all
certificates and licenses required by the laws of the jurisdiction of registry,
for the performance by such employees of similar functions within the United
States of America or such other jurisdiction of registry (it is understood that
cabin attendants need not be regular employees of the Company (or any Lessee)
and (ii) shall be maintained by the Company (or any Lessee) in accordance with
its normal maintenance practices.
EXHIBIT A
FORM OF AIRCRAFT MORTGAGE AND SECURITY
AGREEMENT SUPPLEMENT NO.___
Aircraft Mortgage and Security Agreement Supplement No. _____ dated
___________ ("MORTGAGE SUPPLEMENT") of NORTHWEST AIRLINES, INC. (the "COMPANY").
W I T N E S S E T H:
WHEREAS, the Aircraft and Security Mortgage Agreement, dated as of May
12, (the "MORTGAGE"), between the Company and Bankers Trust Company, as
Collateral Agent (the "COLLATERAL AGENT"), provides for the execution and
delivery of supplements thereto substantially in the form hereof which shall
particularly describe the Aircraft (such term and other defined terms in the
Mortgage being used herein with the same meanings), and shall specifically grant
a security interest in the Aircraft to the Collateral Agent; and
WHEREAS, the Company has, as provided in the Mortgage, heretofore
executed and delivered to the Collateral Agent _ Mortgage Supplement(s) for the
purpose of specifically subjecting to the Lien of the Mortgage certain airframes
and/or engines therein described, which Mortgage Supplement(s) is/are dated and
has/have been duly recorded with the FAA as set forth below, to wit:
DATE RECORDATION DATE FAA DOCUMENT NUMBER
NOW, THEREFORE, in order to secure the prompt payment of the
Obligations, subject to the terms and conditions of the Mortgage, and in
consideration of the premises and of the covenants contained in the Mortgage,
and of other good and valuable consideration given to the Company at or before
the delivery hereof, the receipt whereof is hereby acknowledged, the Company has
mortgaged, assigned, pledged, hypothecated and granted, and does hereby
mortgage, assign, pledge, hypothecate and grant, a continuing security interest
in, and mortgage lien on, the property comprising all its right, title and
interest in and to the Airframes and Engines described in Annex A attached
hereto, whether or not such Engines shall be installed in or attached to the
Airframes or any other aircraft, to the Collateral Agent, its successors and
assigns, for the benefit and security of the Secured Creditors;
To have and to hold all and singular the aforesaid property unto the
Collateral Agent, its successors and assigns, for the benefit and security of
the Secured Creditors and for the uses and purposes and subject to the terms and
provisions set forth in the Mortgage.
This Mortgage Supplement shall be construed as supplemental to the
Mortgage and shall form a part thereof, and the Mortgage is hereby incorporated
by reference herein and is hereby ratified, approved and confirmed and terms not
otherwise defined herein shall have the meaning provided in the Mortgage.
Exhibit A
Page 2
THIS MORTGAGE SUPPLEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK
AND SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD
DICTATE THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.
Exhibit A
Page 3
IN WITNESS WHEREOF, the Company has caused this Supplement No. _ to be
duly executed by one of its duly authorized officers, as of the day and year
first above written.
NORTHWEST AIRLINES, INC.
By:____________________________________
Title:
ANNEX A
TO MORTGAGE
SUPPLEMENT NO. ______
DESCRIPTION OF AIRFRAME AND ENGINES
AIRFRAME
SCHEDULE I
to
MORTGAGE
SCHEDULE OF AIRFRAMES AS
PART OF THE COLLATERAL
------------------------
Manufacturer's
Manufacturer Model Registration No. Serial No.
------------ ----- ---------------- --------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N604NW ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N605NW 47223
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N606NW 47225
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N607NW 47232
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N608NW 47233
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N609NW 47234
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N610NW 47432
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N611NA 47435
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N612NW 47436
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N613NW 47438
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N614NW 47128
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N615NW 47129
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N618NW 47433
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N619NW 47518
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N621NW 47544
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N623NW 47591
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N952N 47073
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N953N 47083
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N955N 47160
SCHEDULE I
Page 2
Manufacturer's
Manufacturer Model Registration No. Serial No.
------------ ----- ---------------- --------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N957N ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N960N 47256
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N927RC 47469
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N3322L 47031
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N3324L ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8938E 47161
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N919RW 47162
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N920RW 47163
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N913RW 47171
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N912RW 47150
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N911RW 47149
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N9330 47138
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N9331 47263
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N9333 47246
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N9336 47338
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8986E 47402
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8944E 47167
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8945E 47181
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8950E 47186
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8957E 47215
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8960E 45869
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8979E 47328
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8978E 47327
SCHEDULE I
Page 3
Manufacturer's
Manufacturer Model Registration No. Serial No.
------------ ----- ---------------- --------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N601NW ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N602NW 47046
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N603NW 47101
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N956N 47252
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N959N 47255
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N89S 47042
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N1334U 47280
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N1332U ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N908H ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N9347 45827
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N916RW 47144
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N924RW 47185
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N914RW 47362
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N9332 47264
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N9335 47337
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N9337 47346
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N9338 47347
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8925E 45840
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8926E 45863
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8920E 45835
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8921E 45836
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N8923E 45838
SCHEDULE I
Page 4
Manufacturer's
Manufacturer Model Registration No. Serial No.
------------ ----- ---------------- --------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N9339 ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N945N 47664
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N918RW 47158
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N917RW 47145
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N922RW 47182
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N923RW 47183
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N921RW 47164
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N943N 47647
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N987US 47458
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N1798U 47369
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N982US ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N9346 47376
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N984US ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N9334 47247
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N915RW 47139
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-31 N9340 47389
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇-▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N949N 47566
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N622NW 47575
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N617NW 47235
SCHEDULE I
Page 5
Manufacturer's
Manufacturer Model Registration No. Serial No.
------------ ----- ---------------- --------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N616NW ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-32 N620NW 47533
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N141US 46750
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N145US 46754
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N146US 46755
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N147US 46756
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N148US 46757
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N149US 46758
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N150US 46759
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N151US 46760
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N152US 46761
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N153US 46762
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N154US 46763
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N155US 46764
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N156US 46765
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N157US 46766
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N158US 46767
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N159US 46768
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N160US 46769
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N161US 46770
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-40 N162US ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-30 N224NW 46581
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-30 N226NW 46583
SCHEDULE I
Page 6
Manufacturer's
Manufacturer Model Registration No. Serial No.
------------ ----- ---------------- --------------
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-30 N228NW ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-30 N234NW 46912
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-30 N235NW 46915
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-10-30 N236NW 46934
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-82 N301RC 48054
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-82 N302RC 48055
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DC-9-82 N931MC 48057
Boeing 747-151 N601US 19778
Boeing 747-151 N603US 19780
Boeing 747-151 N608US 19785
Boeing 747-251B N611US 20356
Boeing 747-251B N612US 20357
Boeing 747-251B N613US 20358
Boeing 747-251B N614US 20359
Boeing 747-251B N615US 20360
Boeing 747-251B N623US 21705
Boeing 747-251B N624US 21706
Boeing 747-251B N625US 21707
Boeing 747-251B N628US 22389
Boeing 747-212B N641NW 21941
Boeing 747-212B N642NW 21942
Boeing 747-251F N616US 21120
Boeing 747-251F N617US 21121
SCHEDULE I
Page 7
Manufacturer's
Manufacturer Model Registration No. Serial No.
------------ ----- ---------------- --------------
Boeing 747-251F N618US 21122
Boeing 747-251F N619US 21321
Boeing 747-251F N629US 22388
Schedule II
to
MORTGAGE
SCHEDULE OF ENGINES AS
PART OF THE COLLATERAL
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇ & Whitney JT8D-7 649148 ▇▇▇▇▇ & JT8D-7 649500
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 649532 ▇▇▇▇▇ & JT8D-7 649524
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 649604 ▇▇▇▇▇ & JT8D-7 649626
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 653447 ▇▇▇▇▇ & JT8D-7 653315
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 653519 ▇▇▇▇▇ & JT8D-7 653601
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 653630 ▇▇▇▇▇ & JT8D-7 653617
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 653641 ▇▇▇▇▇ & JT8D-7 653677
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 653719 ▇▇▇▇▇ & JT8D-7 653713
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 653772 ▇▇▇▇▇ & JT8D-7 653787
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 653840 ▇▇▇▇▇ & JT8D-7 653819
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 653943 ▇▇▇▇▇ & JT8D-7 653978
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 654026 ▇▇▇▇▇ & JT8D-7 653998
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-7 654058 ▇▇▇▇▇ & JT8D-7 654075
Whitney
Schedule II
Page 2
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 654682 ▇▇▇▇▇ & JT8D-7 654111
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 655196 ▇▇▇▇▇ & JT8D-7 655205
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 655286 ▇▇▇▇▇ & JT8D-7 655225
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 655294 ▇▇▇▇▇ & JT8D-7 655307
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 655393 ▇▇▇▇▇ & JT8D-7 655379
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 656025 ▇▇▇▇▇ & JT8D-7 656835
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657167 ▇▇▇▇▇ & JT8D-7 656850
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657274 ▇▇▇▇▇ & JT8D-7 657302
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657319 ▇▇▇▇▇ & JT8D-7 657307
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657355 ▇▇▇▇▇ & JT8D-7 657366
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657381 ▇▇▇▇▇ & JT8D-7 657371
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657440 ▇▇▇▇▇ & JT8D-7 657448
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657451 ▇▇▇▇▇ & JT8D-7 657464
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657497 ▇▇▇▇▇ & JT8D-7 657511
Whitney
Schedule II
Page 3
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657532 ▇▇▇▇▇ & JT8D-7 657542
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657610 ▇▇▇▇▇ & JT8D-7 657580
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657621 ▇▇▇▇▇ & JT8D-7 657635
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 678061 ▇▇▇▇▇ & JT8D-9 667115
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 653753 ▇▇▇▇▇ & JT8D-9 654012
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 656937 ▇▇▇▇▇ & JT8D-9 654414
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 656946 ▇▇▇▇▇ & JT8D-9 656955
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657013 ▇▇▇▇▇ & JT8D-9 656987
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657018 ▇▇▇▇▇ & JT8D-9 657139
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657219 ▇▇▇▇▇ & JT8D-9 657147
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657252 ▇▇▇▇▇ & JT8D-9 657259
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657282 ▇▇▇▇▇ & JT8D-9 657277
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657284 ▇▇▇▇▇ & JT8D-9 657294
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657330 ▇▇▇▇▇ & JT8D-9 657313
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657515 ▇▇▇▇▇ & JT8D-9 657582
Whitney
Schedule II
Page 4
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657746 ▇▇▇▇▇ & JT8D-9 657681
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657754 ▇▇▇▇▇ & JT8D-9 657761
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 665265 ▇▇▇▇▇ & JT8D-9 665250
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 665293 ▇▇▇▇▇ & JT8D-9 666072
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666163 ▇▇▇▇▇ & JT8D-9 666080
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666167 ▇▇▇▇▇ & JT8D-9 666089
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666293 ▇▇▇▇▇ & JT8D-9 666150
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666304 ▇▇▇▇▇ & JT8D-9 666307
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666311 ▇▇▇▇▇ & JT8D-9 666308
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666315 ▇▇▇▇▇ & JT8D-9 666323
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666676 ▇▇▇▇▇ & JT8D-9 666387
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666705 ▇▇▇▇▇ & JT8D-9 666706
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666719 ▇▇▇▇▇ & JT8D-9 666707
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666725 ▇▇▇▇▇ & JT8D-9 666758
Whitney
Schedule II
Page 5
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666774 ▇▇▇▇▇ & JT8D-9 666757
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666783 ▇▇▇▇▇ & JT8D-9 666789
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666812 ▇▇▇▇▇ & JT8D-9 666797
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666820 ▇▇▇▇▇ & JT8D-9 666825
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666837 ▇▇▇▇▇ & JT8D-9 666831
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666866 ▇▇▇▇▇ & JT8D-9
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇
JT8D-9 666905 ▇▇▇▇▇ & JT8D-9 666896
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666927 ▇▇▇▇▇ & JT8D-9 666953
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666959 ▇▇▇▇▇ & JT8D-9 666954
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666963 ▇▇▇▇▇ & JT8D-9 666965
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 648941 ▇▇▇▇▇ & JT8D-7 649030
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 649474 ▇▇▇▇▇ & JT8D-7 649250
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 649677 ▇▇▇▇▇ & JT8D-7 653382
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 653388 ▇▇▇▇▇ & JT8D-7 653387
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 653404 ▇▇▇▇▇ & JT8D-7 653483
Whitney
Schedule II
Page 6
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 653685 ▇▇▇▇▇ & JT8D-7 653680
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 653690 ▇▇▇▇▇ & JT8D-7 653698
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 653760 ▇▇▇▇▇ & JT8D-7 653702
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 653779 ▇▇▇▇▇ & JT8D-7 653859
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 653954 ▇▇▇▇▇ & JT8D-7 653941
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 654000 ▇▇▇▇▇ & JT8D-7 654160
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 655224 ▇▇▇▇▇ & JT8D-7 655220
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 656926 ▇▇▇▇▇ & JT8D-7 656991
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-7 657548 ▇▇▇▇▇ & JT8D-7 657009
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 653883 ▇▇▇▇▇ & JT8D-9 654648
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657092 ▇▇▇▇▇ & JT8D-9 657069
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 657133 ▇▇▇▇▇ & JT8D-9 657609
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666017 ▇▇▇▇▇ & JT8D-9 665266
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666681 ▇▇▇▇▇ & JT8D-9 666790
Whitney
Schedule II
Page 7
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666856 ▇▇▇▇▇ & JT8D-9 666806
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666917 ▇▇▇▇▇ & JT8D-9 666920
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666970 ▇▇▇▇▇ & JT8D-9 666979
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 667022 ▇▇▇▇▇ & JT8D-9 667031
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT8D-9 666971 ▇▇▇▇▇ & JT8D-9 667111
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686114 ▇▇▇▇▇ & JT9D-20 686115
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686117 ▇▇▇▇▇ & JT9D-20 686118
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686119 ▇▇▇▇▇ & JT9D-20 686122
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686128 ▇▇▇▇▇ & JT9D-20 686125
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686123 ▇▇▇▇▇ & JT9D-20 686134
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686135 ▇▇▇▇▇ & JT9D-20 686136
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686144 ▇▇▇▇▇ & JT9D-20 686142
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686139 ▇▇▇▇▇ & JT9D-20 686145
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686147 ▇▇▇▇▇ & JT9D-20 686151
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686158 ▇▇▇▇▇ & JT9D-20 686154
Schedule II
Page 8
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686152 ▇▇▇▇▇ & JT9D-20 686159
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686165 ▇▇▇▇▇ & JT9D-20 686166
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686171 ▇▇▇▇▇ & JT9D-20 686170
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686167 ▇▇▇▇▇ & JT9D-20 686175
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20 686176 ▇▇▇▇▇ & JT9-20 686178
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686162 ▇▇▇▇▇ & JT9D-20J 686163
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686164 ▇▇▇▇▇ & JT9D-20J 686110
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686111 ▇▇▇▇▇ & JT9D-20J 686112
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686120 ▇▇▇▇▇ & JT9D-20J 686116
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686113 ▇▇▇▇▇ & JT9D-20J 686126
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686127 ▇▇▇▇▇ & JT9D-20J 686129
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686138 ▇▇▇▇▇ & JT9D-20J 686133
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686132 ▇▇▇▇▇ & JT9D-20J 686141
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686143 ▇▇▇▇▇ & JT9D-20J 686146
Whitney
Schedule II
Page 9
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686148 ▇▇▇▇▇ & JT9D-20J 686149
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686150 ▇▇▇▇▇ & JT9D-20J 686156
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686155 ▇▇▇▇▇ & JT9D-20J 686153
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686157 ▇▇▇▇▇ & JT9D-20J 686160
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-20J 686161
GE CF6-50C 528259 GE CF6-50C 455114
GE CF6-50C 455455 GE CF6-50C 517245
GE CF6-50C 528135 GE CF6-50C 528362
GE CF6-50C 455144 GE CF6-50C 455391
GE CF6-50C 455479 GE CF6-50C 455499
GE CF6-50C 455747 GE CF6-50C2 455441
GE CF6-50C2 517175 GE CF6-50C2 517499
GE CF6-50C2 455271 GE CF6-50C2 455756
GE CF6-50C2B 517477 GE CF6-50C2B 455314
▇▇▇▇▇ & Whitney JT8D-217 708401 ▇▇▇▇▇ & JT8D-217 708402
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-217 708408 ▇▇▇▇▇ & JT8D-217 708407
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT8D-217 708425 ▇▇▇▇▇ & JT8D-217 708426
▇▇▇▇▇▇▇
▇▇▇▇▇ & Whitney JT9D-7A 662402 ▇▇▇▇▇ & JT9D-7A 662404
Whitney
Schedule II
Page 10
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7A 662438 ▇▇▇▇▇ & JT9D-7A 662452
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7A 662542 ▇▇▇▇▇ & JT9D-7A 662490
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7A 662454 ▇▇▇▇▇ & JT9D-7A 662453
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7A 662615 ▇▇▇▇▇ & JT9D-7A 662634
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7A 662645 ▇▇▇▇▇ & JT9D-7A 662678
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 662401 ▇▇▇▇▇ & JT9D-7F 662407
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 662472 ▇▇▇▇▇ & JT9D-7F 662502
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702240 ▇▇▇▇▇ & JT9D-7Q 702242
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702253 ▇▇▇▇▇ & JT9D-7Q 702256
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702451 ▇▇▇▇▇ & JT9D-7Q 702444
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702313 ▇▇▇▇▇ & JT9D-7Q 702275
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7R 715038 ▇▇▇▇▇ & JT9D-7R 715150
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7R 715171 ▇▇▇▇▇ & JT9D-7R 715187
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702026 ▇▇▇▇▇ & JT9D-7Q 702038
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702039 ▇▇▇▇▇ & JT9D-7Q 702047
Whitney
Schedule II
Page 11
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702052 ▇▇▇▇▇ & JT9D-7Q 702051
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702049 ▇▇▇▇▇ & JT9D-7Q 702048
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702054 ▇▇▇▇▇ & JT9D-7Q 702055
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702056 ▇▇▇▇▇ & JT9D-7Q 702073
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702095 ▇▇▇▇▇ & JT9D-7Q 702085
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702079 ▇▇▇▇▇ & JT9D-7Q 702074
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702123 ▇▇▇▇▇ & JT9D-7Q 702136
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702145 ▇▇▇▇▇ & JT9D-7Q 702147
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702166 ▇▇▇▇▇ & JT9D-7Q 702170
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702171 ▇▇▇▇▇ & JT9D-7Q 702172
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702224 ▇▇▇▇▇ & JT9D-7Q 702200
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7Q 702176 ▇▇▇▇▇ & JT9D-7Q 702173
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 662715 ▇▇▇▇▇ & JT9D-7F 662880
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 662951 ▇▇▇▇▇ & JT9D-7F 690456
Whitney
Schedule II
Page 12
Manufacturer Model Manufacturer's Manufacturer Model Manufacturer's
------------ ----- Serial No. ------------ ----- Serial No.
-------------- ---------------
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 689562 ▇▇▇▇▇ & JT9D-7F 689481
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 689472 ▇▇▇▇▇ & JT9D-7F 689471
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 689563 ▇▇▇▇▇ & JT9D-7F 689564
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 689565 ▇▇▇▇▇ & JT9D-7F 662710
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 662633 ▇▇▇▇▇ & JT9D-7F 662629
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 662608 ▇▇▇▇▇ & JT9D-7F 662545
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 662636 ▇▇▇▇▇ & JT9D-7F 662640
▇▇▇▇▇▇▇
▇▇▇▇▇ & ▇▇▇▇▇▇▇ JT9D-7F 662643 ▇▇▇▇▇ & JT9D-7F 662706
Whitney
Schedule III
to
MORTGAGE
SCHEDULE OF COUNTRIES FOR PERMITTED LESSEES
-------------------------------------------
Argentina Switzerland
Australia Thailand
Austria Tobago
Bahamas Trinidad
Belgium United Kingdom
Brazil Venezuela
Canada
Chile
Denmark
Egypt
Finland
France
Germany
Greece
Hungary
Iceland
India
Indonesia
Ireland
Italy
Japan
Luxembourg
Malaysia
Mexico
Malta
Morocco
Netherlands
New Zealand
Norway
Paraguay
People's Republic of China
Philippines
Portugal
Republic of China (Taiwan)
Singapore
South Africa
South Korea
Spain
Sweden