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Exhibit 4.3
8.75% SECURED NONRECOURSE NOTE
(Secured by Lease Obligations of
Pacific Southwest Airlines, the
Aircraft, Airframes, Engines and Parts,
the Purchase Agreement,the Assignment
Agreement, the TBT Note and
the TBT Lease)
Issued in Connection with the Aircraft
containing Airframes having
manufacturer's serial numbers 48040,
48041 and 48042 and FAA registration
numbers N932PS, N933PS and N934PS.
No. 1 San Francisco, California
$36,000,000 March 31, 1987
Meridian Trust Company, a trust company organized under the
laws of the Commonwealth of Pennsylvania, not in its individual capacity, but
solely as trustee under the Trust Agreement, hereby promises to pay to The World
Wing Company Limited, or its registered assigns, the principal sum of
$36,000,000 in lawful currency of the United States of America, in quarterly
installments commencing June 30, 1987 payable on the last day of each March,
June, September and December of each year thereafter to and including September
30, 1998, each such installment to be in an amount corresponding to the
percentage of the original principal amount hereof payable on such payment date
and based upon the amortization schedule attached hereto as Exhibit A, together
with interest from and including the date hereof until such principal sum is due
and payable, payable on June 30, 1987 and the last day of each March, June,
September and December thereafter to the maturity date hereof at an interest
rate of 8.75% per annum (computed on the basis of a 360-day year of 12 30-day
months), and to pay interest at the rate of 10-1/2% per annum (computed on the
same basis) on any overdue principal and (to the extent permitted by applicable
law) overdue interest from the due date thereof until paid, payable on demand,
all pursuant to the terms of the Loan and Security Agreement referred to below.
All payments of principal and interest to be made hereunder
and under the Loan and Security Agreement dated as of March 20, 1987 (herein
called the "Loan and Security Agreement", the defined terms therein not
otherwise defined herein being used herein with the same meanings) between
Borrower and Lender shall be made only from the income and proceeds from the
Lease and the security interests in the Aircraft, Airframes, Engines, Parts, the
Purchase Agreement,
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the Assignment Agreement, the TBT Note And the TBT Lease and only to the extent
of Borrower's and Airlease's interest thereto, except for Excepted Property.
Each holder hereof agrees that it will look solely to the income and proceeds
from the Lease and the security interests described above to the extent
available for distribution to the holder hereof as provided in the Loan and
Security Agreement, that this Note shall be nonrecourse to Airlease and
Borrower, and that Airlease and Borrower shall not be personally liable to the
holder hereof for any amount payable under this Note or the Loan and Security
Agreement.
Payments with respect to the principal amount hereof and
interest and Prepayment Premium, if any, thereon shall be payable in U.S.
dollars in immediately available funds in such manner as the registered owner of
the Note may direct pursuant to Section 2.04 of the Loan and Security Agreement.
Each such payment shall be made on the date such payment is due and without any
presentment or surrender of this Note. Whenever the date scheduled for any
payment to be made hereunder or under the Loan and Security Agreement shall not
be a Business Day, then such payment need not be made on such scheduled date but
shall be made on the next succeeding Business Day with the same force and effect
as if made on such-scheduled date and (provided such payment is made on such
next succeeding Business Day) no interest shall accrue on the amount of such
payment from and after such scheduled date to the time of such payment on such
next succeeding Business Day. If, however, the next succeeding Business Day
shall be two or more days after the scheduled date of payment, such payment
shall be made on the immediately preceding Business Day of the scheduled payment
date, provided no adjustment of interest shall be made due to such early
payment.
Each holder hereof, by its acceptance of this Note, agrees
that each payment received by it hereunder shall be applied, first, to the
payment of accrued interest on this Note to the date of such payment, second, to
the payment of the unpaid principal amount of this Note then due, and third to
the payment of any Prepayment Premium, if any, on this Note then due. The
balance, if any, remaining thereafter shall be applied to the payment of the
installment or installments of principal next becoming due on the Note.
This Note is issued by Borrower pursuant to the terms of the
Loan and Security Agreement. The Collateral is held by Lender as security for
the Note. The rights of Borrower under the Loan and Security Agreement in and to
the Collateral are subject and subordinate to the rights of the holder of this
Note to the extent provided for in the Loan and Security
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Agreement. Reference is hereby made to the Loan and Security Agreement for a
statement of the rights of the holder of, and the nature and extent of the
security for this Note and the rights of Airlease and Borrower (including the
right of Borrower under certain circumstances stated therein to prepay the Note)
to all of which terms and conditions in the Loan and Security Agreement each
holder hereof agrees by its acceptance of this Note.
This Note is not subject to prepayment except as provided in
Section 2.10 of the Loan and Security Agreement. Without limiting the foregoing,
the holder hereof agrees to surrender this Note for a new Note pursuant to
Section 2.08 of the Loan and Security Agreement.
This Note is a registered Note and is transferable, as
provided in the Loan and Security Agreement, only upon surrender of this Note
for registration of transfer duly endorsed by, or accompanied by a written
statement of transfer duly executed by, the registered holder hereof or his
attorney duly authorized in writing. Prior to the due presentation for
registration of transfer of this Note, Borrower may deem and treat the
registered holder of this Note as the absolute owner and holder hereof for the
purpose of receiving payment of all amounts payable with respect hereto and for
all other purposes and shall not be affected by any notice to the contrary.
Unless the certificate of authentication hereon has been
executed by or on behalf of Borrower by manual signature, this Note shall not be
entitled to any benefit under the Loan and Security Agreement or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇ has caused this Note to be
executed by one of its authorized officers as of the date hereof.
MERIDIAN TRUST COMPANY, not in
its individual capacity, but
solely as trustee
By AIRLEASE MANAGEMENT SERVICES,
INC., as Agent
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
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Its President
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[BORROWER'S CERTIFICATE
OF AUTHENTICATION]
This is the Note referred to in the within-mentioned Loan and
Security Agreement.
MERIDIAN TRUST COMPANY, not in
its individual capacity, but
solely as trustee
By AIRLEASE MANAGEMENT SERVICES,
INC., as Agent
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇
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Its President
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