IN ITS
CURRENTLY PENDING CHAPTER 11 BANKRUPTCY CASE, (II) IS OWNED BY SELLER, IN ITS
CAPACITY AS OWNER TRUSTEE, (III) IS BENEFICIALLY OWNED BY MARATHON THROUGH
MARATHON'S PARTICIPATION IN THE BENEFICIAL INTEREST IN A TRUST ESTATE, (IV) IS
SUBJECT TO DEBT OWED TO THE INDENTURE TRUSTEE FOR THE BENEFIT OF THE LOAN
PARTICIPANTS, AND (V) IS SUBJECT TO AN EXISTING MORTGAGE IN FAVOR OF THE
INDENTURE TRUSTEE FOR THE BENEFIT OF THE LOAN PARTICIPANTS;
1.11
"FAA" MEANS THE UNITED STATES FEDERAL AVIATION
ADMINISTRATION;
1.12
"FAA BILLS OF SALE" MEANS AN EXECUTED A/C
FORM 8050-2 FAA AIRCRAFT BILL OF SALE IN RESPECT OF THE AIRCRAFT IN
FORM ACCEPTABLE FOR RECORDING WITH THE FAA;
1.13
"FAA COUNSEL" DAUGHERTY, FOWLER, PEREGRIN & HAUGHT,
A PROFESSIONAL CORPORATION;
1.14
"FAA REGISTRATION APPLICATION" MEANS AN EXECUTED A/C
FORM 8050-1 FAA REGISTRATION APPLICATION;
1.15
"INDENTURE TRUSTEE" MEANS JP MORGAN CHASE BANK
ACTING AS INDENTURE TRUSTEE FOR THE LOAN PARTICIPANTS;
1.16
"LEASES" MEANS THE LEVERAGED LEASE STRUCTURE WHEREBY
EACH OF THE AIRCRAFT WERE SUBJECT TO A LEASE BY DELTA, AS LESSEE;
1.17
"LETTER OF INTENT" HAS THE MEANING SET FORTH IN THE
PREAMBLE HERETO;
1.18
"LOAN PARTICIPANTS" MEANS A GROUP OF FINANCIAL
INSTITUTIONS;
1.19
"MARATHON" HAS THE MEANING SET FORTH IN THE PREAMBLE
HERETO;
1.20
"NEW YORK UCC" MEANS THE UNIFORM COMMERCIAL CODE IN
EFFECT IN THE STATE OF NEW YORK;
1.21
"PENDING FORECLOSURE" MEANS THE PENDING PUBLIC SALE
OF THE AIRCRAFT BY THE LOAN PARTICIPANTS UNDER THE EXISTING STRUCTURE SCHEDULED
TO BE HELD ON FEBRUARY 27, 2006 AT 10:00 A.M.;
1.22
"PURCHASER" HAS THE MEANING SET FORTH IN THE
PREAMBLE HERETO;
1.23
"PURCHASE PRICE" HAS THE MEANING SET FORTH IN
SECTION 5.1 HEREOF;
1.24
"REDEMPTION" MEANS SELLER'S EXECUTION OF SELLER'S
RIGHT TO REDEEM THE AIRCRAFT PURSUANT TO SECTION 9-623 OF THE NEW YORK UCC;
2
1.25
"RELEASES" HAS THE MEANING SET FORTH IN
SECTION 4.2(E) HEREOF;
1.26
"SECURITY DEPOSIT" HAS THE MEANING SET FORTH IN
SECTION 5.1 HEREOF;
1.27
"SECURITY INTEREST" MEANS ANY MORTGAGE, INCLUDING
THE EXISTING MORTGAGES, CHARGE, PLEDGE, LIEN, ENCUMBRANCE, ASSIGNMENT,
HYPOTHECATION, RIGHT OF SET-OFF OR ANY OTHER AGREEMENT OR ARRANGEMENT HAVING THE
EFFECT OF CONFERRING SECURITY NOT CONSTITUTED BY OR AGAINST PURCHASER;
1.28
"SELLER" HAS THE MEANING SET FORTH IN THE PREAMBLE
HERETO;
1.29
"TAXES" MEANS ANY AND ALL PRESENT AND FUTURE TAXES,
DUTIES, WITHHOLDINGS, LEVIES, ASSESSMENTS, IMPOSTS, FEES, AND OTHER GOVERNMENTAL
CHARGES OF ALL KINDS (INCLUDING WITHOUT LIMITATION ANY VALUE ADDED OR SIMILAR
TAX AND ANY STAMP, DOCUMENTARY, REGISTRATION OR SIMILAR TAX), TOGETHER WITH ANY
PENALTIES, FINES, SURCHARGES AND INTEREST THEREON AND ANY ADDITIONS THERETO;
1.30
"TECHNICAL RECORDS" MEANS ALL AIRCRAFT AND ENGINE
TECHNICAL AND MAINTENANCE RECORDS INCLUDING, BUT NOT LIMITED TO, CURRENT
AIRCRAFT MAINTENANCE MANUALS, AIRCRAFT MAINTENANCE RECORDS, ILLUSTRATED PARTS
CATALOGUE, AIRCRAFT WIRING MANUALS, FAULT ISOLATION MANUALS, AND STRUCTURAL
REPAIR MANUALS;
1.31
"THIRD PARTY LIABILITY EVENT" HAS THE MEANING SET
FORTH IN SECTION 9.1 HEREOF;
1.32
"TRANSACTION DOCUMENTS" MEANS THIS AGREEMENT, THE
FAA BILLS OF SALE, THE BILL OF SALE, THE RELEASES, THE ESCROW INSTRUCTIONS, ANY
AGREEMENT AMENDING OR SUPPLEMENTING ANY