EX-4.10 9 s103312_ex4-10.htm EXHIBIT 4-10

 

Exhibit 4.10

 

INDENTURE SUPPLEMENT (6698) NO. 1

 

INDENTURE SUPPLEMENT (6698) NO. 1, dated July 29, 2015 (“Indenture Supplement”), between PARINA LEASING LIMITED (the Owner”) and WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Loan Trustee under the Indenture (each as hereinafter defined).

 

WITNESSETH:

 

WHEREAS, the Indenture and Security Agreement (6698), dated as of July 29, 2015 (the Indenture”; capitalized terms used herein without definition shall have the meanings specified therefor in Annex A to the Indenture), between the Owner and Wilmington Trust Company, not in its individual capacity, except as expressly provided therein, but solely as Loan Trustee (the Loan Trustee”), provides for the execution and delivery of supplements thereto substantially in the form hereof which shall particularly describe the Aircraft, and shall specifically grant a security interest in the Aircraft to the Loan Trustee; and

 

WHEREAS, the Indenture relates to the Airframe and Engines described in Annex A attached hereto and made a part hereof, and a counterpart of the Indenture is attached to and made a part of this Indenture Supplement;

 

NOW, THEREFORE, (x) to secure (i) the prompt and complete payment (whether at stated maturity, by acceleration or otherwise) of principal of, interest on (including interest on any overdue amounts), and Make-Whole Amount, if any, with respect to, and all other amounts due under, the Equipment Notes, (ii) all other amounts payable by the Owner under the Financing Agreements and (iii) the performance and observance by the Owner of all the agreements and covenants to be performed or observed by the Owner for the benefit of the Noteholders and the Indenture Indemnitees contained in the Financing Agreements, and (y) to secure the Related Secured Obligations, and in consideration of the premises and of the covenants contained in the Financing Agreements and the Related Indentures, and for other good and valuable consideration given by the Noteholders, the Indenture Indemnitees and the Related Indenture Indemnitees to the Owner at or before the Closing Date, the receipt and adequacy of which is hereby acknowledged, the Owner does hereby grant, bargain, sell, convey, transfer, mortgage, assign, pledge and confirm unto the Loan Trustee and its successors in trust and permitted assigns, for the security and benefit of the Noteholders, the Indenture Indemnitees and the Related Indenture Indemnitees, a first priority security interest in, and mortgage lien on, all estate, right, title and interest of the Owner in, to and under the Aircraft, including the Airframe and Engines described in Annex A attached hereto, whether or not any such Engine may from time to time be installed on the Airframe or any other airframe or any other aircraft, and any and all Parts relating thereto, and, to the extent provided in the Indenture, all substitutions and replacements of, and additions, improvements, accessions and accumulations to, the Aircraft, including the Airframe, the Engines and any and all Parts (in each case other than any substitutions, replacements, additions, improvements, accessions and accumulations that constitute items excluded from the definition of Parts by clauses (b), (c) and (d) thereof) relating thereto;

 

 

 

 

TO HAVE AND TO HOLD all and singular the aforesaid property unto the Loan Trustee, and its successors and permitted assigns, in trust for the equal and proportionate benefit and security of the Noteholders, the Indenture Indemnitees and the Related Indenture Indemnitees, except as otherwise provided in the Indenture, including Section 2.13 and Article III of the Indenture, without any priority of any one Equipment Note over any other, or any Related Equipment Note over any other, by reason of priority of time of issue, sale, negotiation, date of maturity thereof or otherwise for any reason whatsoever, and for the uses and purposes and subject to the terms and provisions set forth in the Indenture.

 

This Indenture Supplement shall be construed as supplemental to the Indenture and shall form a part thereof, and the Indenture is hereby incorporated by reference herein and is hereby ratified, approved and confirmed.

 

THIS INDENTURE SUPPLEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

 

[Signature Pages Follow.]

 

 

 

 

IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement No. 1 to be duly executed by their respective duly authorized officers, on the date first above written.

 

  PARINA LEASING LIMITED
   
  BY: /s/ Pilar Duarte
    Name: Pilar Duarte
    Title: Authorized Signatory

 

 

 

WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided in the Indenture, but solely as Loan Trustee

   
  BY: /s/ Drew H. Davis
    Name: Drew H. Davis
    Title: Assistant Vice President

 

Signature Page

 

 

 

 

DESCRIPTION OF AIRFRAME AND ENGINES

 

AIRFRAME

 

Manufacturer   Model   Chilean Registration
No.
  Manufacturer’s Serial
No.
Airbus   A321-200   CC-BEE   6698

 

ENGINES

 

Manufacturer   Model   Manufacturer’s Serial Nos.
CFM International Inc.   CFM56-5B3/3   569903 and 569901

 

Each Engine has 550 or more rated takeoff horsepower or the equivalent of such horsepower and is a jet propulsion aircraft engine having at least 1750 pounds of thrust or the equivalent of such thrust.

 

 

 

 

DESCRIPTION OF EQUIPMENT NOTES

 

   Original Principal Amount   Maturity Date
Series A        
Equipment Notes:  $33,556,000.00   November 15, 2027
         
Series B        
Equipment Notes:  $6,496,000.00   November 15, 2023

 

CERTAIN DEFINED TERMS

 

Defined Term   Definition
Debt Rate for Series A Equipment Notes   4.200% per annum.
Make-Whole Spread for Series A Equipment Notes   0.30%.
     
Debt Rate for Series B Equipment Notes   4.500% per annum.
Make-Whole Spread for Series B Equipment Notes   0.45%.

 

 

 

 

EQUIPMENT NOTES AMORTIZATION

 

SERIES A EQUIPMENT NOTES

Airbus A321-200
6698

 

Payment Date  Percentage of
Original Principal Amount
to be Paid
 
At Issuance   0 
May 15, 2016   1,680,927.90 
August 15, 2016   441,061.95 
November 15, 2016   1,941,018.75 
February 15, 2017   440,974.51 
May 15, 2017   440,929.23 
August 15, 2017   440,882.88 
November 15, 2017   440,835.43 
February 15, 2018   440,786.82 
May 15, 2018   440,737.04 
August 15, 2018   440,686.05 
November 15, 2018   440,633.80 
February 15, 2019   440,580.25 
May 15, 2019   481,492.81 
August 15, 2019   481,426.34 
November 15, 2019   481,358.16 
February 15, 2020   481,288.24 
May 15, 2020   481,216.50 
August 15, 2020   481,142.89 
November 15, 2020   481,067.33 
February 15, 2021   480,989.77 
May 15, 2021   480,910.13 
August 15, 2021   480,828.32 
November 15, 2021   480,744.28 
February 15, 2022   480,657.93 
May 15, 2022   480,569.16 
August 15, 2022   480,477.90 
November 15, 2022   480,384.06 
February 15, 2023   480,287.52 
May 15, 2023   480,188.20 
August 15, 2023   480,085.97 
November 15, 2023   479,980.73 
February 15, 2024   479,872.35 
May 15, 2024   479,760.72 
August 15, 2024   479,645.70 
November 15, 2024   479,527.14 
February 15, 2025   479,404.91 
May 15, 2025   479,278.85 
August 15, 2025   479,148.79 
November 15, 2025   479,014.58 
February 15, 2026   478,876.02 
May 15, 2026   478,732.93 
August 15, 2026   478,585.11 
November 15, 2026   478,432.36 
February 15, 2027   478,274.43 
May 15, 2027   478,111.11 
August 15, 2027   477,942.13 
November 15, 2027   9,206,242.02 

 

 

 

 

SERIES B EQUIPMENT NOTES

Airbus A321-200
6698

 

Payment Date  Percentage of
Original Principal Amount
to be Paid
 
At Issuance   0.00 
May 15, 2016   768,874.04 
August 15, 2016   164,868.30 
November 15, 2016   41,217.00 
February 15, 2017   41,217.00 
May 15, 2017   41,217.00 
August 15, 2017   35,572.61 
November 15, 2017   164,740.52 
February 15, 2018   164,713.12 
May 15, 2018   164,685.06 
August 15, 2018   164,656.28 
November 15, 2018   164,626.83 
February 15, 2019   164,596.62 
May 15, 2019   164,565.67 
August 15, 2019   164,533.92 
November 15, 2019   164,501.38 
February 15, 2020   164,468.00 
May 15, 2020   164,433.75 
August 15, 2020   164,398.61 
November 15, 2020   164,362.55 
February 15, 2021   164,325.51 
May 15, 2021   164,287.48 
August 15, 2021   164,248.43 
November 15, 2021   164,208.31 
February 15, 2022   164,167.07 
May 15, 2022   164,124.70 
August 15, 2022   182,273.35 
November 15, 2022   218,601.52 
February 15, 2023   218,537.90 
May 15, 2023   273,022.85 
August 15, 2023   254,756.88 
November 15, 2023   1,131,197.74 
February 15, 2024   0.00 
May 15, 2024   0.00 
August 15, 2024   0.00 
November 15, 2024   0.00 
February 15, 2025   0.00 
May 15, 2025   0.00 
August 15, 2025   0.00 
November 15, 2025   0.00 
February 15, 2026   0.00 
May 15, 2026   0.00 
August 15, 2026   0.00 
November 15, 2026   0.00 
February 15, 2027   0.00 
May 15, 2027   0.00 
August 15, 2027   0.00 
November 15, 2027   0.00