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Document Preview Spare Parts Security Agreement |
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Title: |
Spare Parts Security Agreement |
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Entities: |
Ameron International Corp.; Continental Airlines, Inc.; Crane Co.; Honeywell International Inc.; McGraw-Hill Companies Inc.; Morgan Stanley & Co. Inc.; Parker-Hannifin Corp.; PPG Industries, Inc.; Wilmington Trust Co. |
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Date: |
2003 |
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Size: |
Preview shows 13KB of 209KB total |
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Price: |
$83 |
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ID: |
#174374 |
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Start of Preview |
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{TEXT}
SPARE PARTS SECURITY AGREEMENT
FROM
CONTINENTAL AIRLINES, INC.
TO
WILMINGTON TRUST COMPANY,
As Security Agent
Dated as of December 6, 2002
Floating Rate Secured Notes due 2007
{PAGE}
TABLE OF CONTENTS
PAGE
ARTICLE 1 - DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01 DEFINITIONS.....................................................1
SECTION 1.02 RULES OF CONSTRUCTION...........................................1
ARTICLE 2 - SECURITY INTEREST
SECTION 2.01 GRANT OF SECURITY INTEREST......................................2
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
SECTION 3.01 ORGANIZATION; QUALIFICATION.....................................4
SECTION 3.02 CORPORATE AUTHORIZATION.........................................4
SECTION 3.03 NO VIOLATION....................................................5
SECTION 3.04 APPROVALS.......................................................5
SECTION 3.05 VALID AND BINDING AGREEMENTS....................................5
SECTION 3.06 REGISTRATION AND RECORDATION....................................5
SECTION 3.07 THE COMPANY'S LOCATION..........................................5
SECTION 3.08 COMPLIANCE WITH LAWS............................................6
SECTION 3.09 BROKER'S FEES...................................................6
SECTION 3.10 SECTION 1110....................................................6
ARTICLE 4 - COVENANTS
SECTION 4.01 NOTICE OF CHANGE OF LOCATION....................................6
SECTION 4.02 USE, POSSESSION AND DESIGNATED LOCATIONS........................6
SECTION 4.03 PERMITTED SALE OR DISPOSITIONS..................................7
SECTION 4.04 CERTAIN ASSURANCES..............................................8
SECTION 4.05 INDENTURE OBLIGATIONS...........................................8
ARTICLE 5 - INSURANCE
SECTION 5.01 APPLICATION OF INSURANCE PROCEEDS...............................8
SECTION 5.02 APPLICATION OF PAYMENTS DURING EXISTENCE OF A SPECIAL DEFAULT
OR EVENT OF DEFAULT.............................................9
ARTICLE 6 - REMEDIES
SECTION 6.01 REMEDIES........................................................9
SECTION 6.02 APPLICATION OF PROCEEDS........................................11
SECTION 6.03 OBLIGATIONS OF COMPANY NOT AFFECTED BY REMEDIES................11
SECTION 6.04 REMEDIES CUMULATIVE............................................11
SECTION 6.05 DISCONTINUANCE OF PROCEEDINGS..................................12
{PAGE}
SECTION 6.06 WAIVER OF PAST DEFAULTS........................................12
SECTION 6.07 APPOINTMENT OF RECEIVER........................................12
SECTION 6.08 SECURITY AGENT AUTHORIZED TO EXECUTE BILLS OF SALE, ETC........12
ARTICLE 7 - CASH COLLATERAL
SECTION 7.01 MAINTAINING THE CASH COLLATERAL................................13
SECTION 7.02 INVESTING OF CASH COLLATERAL...................................13
SECTION 7.03 RELEASE OF CASH COLLATERAL.....................................14
ARTICLE 8 - SECURITY AGENT
SECTION 8.01 SECURITY AGENT.................................................14
ARTICLE 9 - MISCELLANEOUS
SECTION 9.01 TERMINATION....................................................15
SECTION 9.02 BENEFITS OF SECURITY AGREEMENT RESTRICTED......................15
SECTION 9.03 CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
CONTAINED THEREIN; BASIS THEREFOR..............................15
SECTION 9.04 APPRAISER'S CERTIFICATE........................................15
SECTION 9.05 NOTICES; WAIVER................................................15
SECTION 9.06 AMENDMENTS, ETC................................................16
SECTION 9.07 NO WAIVER......................................................16
SECTION 9.08 CONFLICT WITH TRUST INDENTURE ACT OF 1939......................17
SECTION 9.09 SUCCESSORS AND ASSIGNS.........................................17
SECTION 9.10 GOVERNING LAW..................................................17
SECTION 9.11 EFFECT OF HEADINGS.............................................17
SECTION 9.12 COUNTERPART ORIGINALS..........................................17
SECTION 9.13 SEVERABILITY...................................................17
SECTION 9.14 SURVIVAL PROVISIONS............................................17
SECTION 9.15 BANKRUPTCY.....................................................18
APPENDIX I DEFINITIONS
EXHIBIT A FORM OF SUPPLEMENTAL SECURITY AGREEMENT (To Add
Designated Locations)
SCHEDULE 1 DESIGNATED LOCATIONS
{PAGE}
SPARE PARTS SECURITY AGREEMENT
SPARE PARTS SECURITY AGREEMENT, dated as of December 6, 2002, by and
between CONTINENTAL AIRLINES, INC., a Delaware corporation (the "COMPANY"), and
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Security Agent
appointed pursuant to the Indenture (the "SECURITY AGENT").
RECITALS
WHEREAS, the Company, which is a certificated air carrier under Section
44705 of title 49 of the U.S. Code, the Trustee, the Policy Provider and the
Liquidity Provider have entered into the Indenture, providing for the issuance
of $200,000,000 aggregate principal amount of the Securities; and
WHEREAS, in order to secure the payment of the principal amount of and
interest on the Securities and all other Obligations of the Company under the
Indenture, the Securities and the other Operative Documents, the Company has
agreed to grant a security interest in certain Spare Parts, Appliances and other
Collateral, as provided for herein; and
WHEREAS, Schedule 1 to this Agreement specifically describes the locations
at which such Spare Parts and Appliances covered by the security interest of
this Agreement may be maintained by or on behalf of the Company, and Section
4.02(b) of this Agreement provides for the designation of additional locations
pursuant to Supplemental Security Agreements; and
WHEREAS, the Company and the Security Agent wish to set forth herein their
respective rights, liabilities and obligations with respect to the Spare Parts
Collateral.
NOW, THEREFORE, in consideration of the premises and other benefits to the
Company, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Security Agent agree as follows:
ARTICLE 1
DEFINITIONS AND RULES OF CONSTRUCTION
SECTION 1.01 DEFINITIONS. Capitalized terms used above or hereinafter and
not otherwise defined herein shall have the meanings ascribed to such terms in
Section 1 of the Definitions Appendix attached hereto as Appendix I, which shall
be part of this Security Agreement as if fully set forth in this place. Unless
otherwise defined in this Security Agreement or in Section 1 of the Definitions
Appendix, terms defined in Article 8 or 9 of the UCC as in effect in the State
of New York (the "NY UCC") are used in this Security Agreement as such terms are
defined in such Article 8 or 9.
SECTION 1.02 RULES OF CONSTRUCTION. The rules of construction for this
Security Agreement are set forth in Section 2 of the Definitions Appendix.
{PAGE}
ARTICLE 2
SECURITY INTEREST
SECTION 2.01 GRANT OF SECURITY INTEREST. To secure the prompt payment of
the principal amount of, interest on, and Premium, if any, and Break Amount, if
any, with respect to, all Securities from time to time outstanding under the
Indenture according to their tenor and effect, and the prompt payment of all
other amounts from time to time owing by the Company under, and the performance
and observance by the Company of all the agreements, covenants and provisions
contained in, the Indenture, the Securities, this Security Agreement and the
other Operative Documents (collectively, the "OBLIGATIONS"), for the benefit of
the Holders and each of the Indemnitees, and in consideration of the premises
and of the covenants herein contained, and of the acceptance of the Securities
by the Holders thereof, and for other good and valuable consideration the
receipt and adequacy whereof are hereby acknowledged, the Company has granted,
bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and
confirmed, and does hereby grant, bargain, sell, assign, transfer, convey,
mortgage, pledge and confirm, unto the Security Agent, its successors in trust
and assigns, for the security and benefit of, the Holders and each of the
Indemnitees, a first priority security interest in and mortgage lien on all
right, title and interest of the Company in, to and under the following
described property, rights and privileges, whether now owned or hereafter
acquired (which, collectively, together with all property hereafter specifically
subject to the Lien of this Security Agreement by the terms hereof or any
supplement hereto, are included within, and are referred to as, the "SPARE PARTS
COLLATERAL"), to wit:
(1) all Spare Parts and Appliances first placed in service after
October 22, 1994 and currently owned or hereafter acquired by the Company
that (a) are appropriate for incorporation in, installation on, attachment
or appurtenance to, or use in, (i) one or more of the following models of
Aircraft: a Boeing model 737-700, 737-800, 737-900, 757-200, 757-300,
767-200, 767-400 or 777-200 Aircraft; (ii) any Engine utilized on any such
Aircraft; or (iii) any other Qualified Spare Part, and (b) are not
appropriate for incorporation in, installation on, attachment or
appurtenance to, or use in, any other model of Aircraft currently operated
by the Company or any Engine utilized on any such other model of Aircraft
("QUALIFIED SPARE PARTS"), PROVIDED that the following shall be excluded
from the Lien of this Security Agreement: (w) any Spare Part or Appliance
so long as it is incorporated in, installed on, attached or appurtenant to,
or being used in, an Aircraft, Engine or Qualified Spare Part that is so
incorporated, installed, attached, appurtenant or being used; (x) any Spare
Part or Appliance that has been incorporated in, installed on, attached or
appurtenant to, or used in an Aircraft, Engine or Qualified Spare Part that
has been so incorporated, installed, attached, appurtenant or used, for so
long after its removal from such Aircraft or Engine as it remains owned by
a lessor or conditional seller of, or subject to a Lien applicable to, such
Aircraft or Engine; (y) the Excluded Parts; and (z) any Spare Part or
Appliance leased to, loaned to, or held on consignment by, the Company
(such Spare Parts and Appliances, giving effect to such exclusions, the
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