EXHIBIT 4.18
French Pledge Agreement
N____U__
(FORM OF LEASED AIRCRAFT FRENCH PLEDGE AGREEMENT)
FRENCH PLEDGE AGREEMENT
THIS PLEDGE is made on this day of ______, 200_ (this "Pledge")
BETWEEN:
(1) First Security Bank, National Association, a national
banking association having its principal place of business
at 79 South Main Street, 3rd Floor, Salt Lake City, Utah
84111 U.S.A., acting not in its individual capacity but
solely as Owner Trustee under the Trust Agreement defined
below (hereinafter referred to as the "Pledgor"); and
(2) State Street Bank and Trust Company of Connecticut, National
Association, a national banking association having its
principal place of business at 225 Asylum Street, Goodwin
Square, Hartford, Connecticut 06103, U.S.A., acting not in
its individual capacity but solely as Indenture Trustee
under the Trust Indenture defined below (hereinafter
referred to as the "Pledgee").
RECITALS
(A) Pursuant to the terms of the Trust Indenture, the Pledgor
has, inter alia, assigned to the Pledgee by way of
collateral security certain of its right, interest, claims
and demands in and to the Secured Documents (as hereinafter
defined).
(B) The Pledgor and the Pledgee wish to create a pledge under
French law of the right, interest, claims and demands of the
Pledgor in and to the Secured Documents.
NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
1. DEFINITIONS
Capitalized terms used herein without definition have the
respective meanings ascribed to them in the Trust Indenture
(whether set out therein or incorporated by reference).
"Indenture Documents" means the Trust Indenture, the
Participation Agreement, the Equipment Notes and the Lease.
"Trust Indenture" means the Trust Indenture and Security
Agreement, dated as of _______ __, 200_ and made between the
Pledgor and the Pledgee.
"Secured Documents" means the Purchase Agreement Assignment,
the Consent and Agreement and the Purchase Agreement (to the
extent assigned by the Purchase Agreement Assignment).
2. PLEDGE
In order to assure the due performance by the Pledgor of the
Secured Obligations and in order to secure the payment of
all amounts due and owing by the Pledgor in connection
therewith (whether of principal, interest or other amounts),
the Pledgor hereby grants and pledges to the Pledgee, all of
the Pledgor's right, title and interest in and to the
Secured Documents and to all payments or proceeds (other
than Excluded Payments) to be received by the Pledgor and
all rights of the Pledgor to enforce such payments under all
of the Secured Documents.
It is understood that this Pledge is granted as security for
the payment of:
(i) the principal amount of (i) US$_____________ payable
with respect to the Series G Equipment Notes issued
pursuant to the Indenture and (ii) US$___________
payable with respect to the Series C Equipment Notes
issued pursuant to the Indenture;
(ii) interest on the outstanding amounts at the rate of
___% with respect to the Series G Equipment Notes and
____% with respect to the Series C Equipment Notes;
(iii) all other amounts payable by the Pledgor to the
Pledgee under the Indenture Documents; and
(iv) any expenses incurred in the enforcement of the
payment obligations and recovery of the sums payable
under the Indenture Documents.
3. NOTIFICATION
The Pledgor shall, in accordance with Article 2075 of the
French Civil Code, register a French translation of this
Pledge with the relevant French tax authorities ("recette
des impots") and shall give notice thereof by huissier to
AVSA, S.A.R.L. and Airbus Industrie G.I.E..
4. GOVERNING LAW
This Pledge is of a commercial nature and shall be governed
by and construed in accordance with French law.
IN WITNESS WHEREOF, the parties hereto have caused this
Pledge to be duly executed as of the day and year first above written.
FIRST SECURITY BANK, NATIONAL
ASSOCIATION, not in its individual capacity but
solely as Owner Trustee
By: _________________________________
Name:
Title:
` STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Indenture
Trustee
By: ________________________________
Name:
Title:
