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NOTICE IS HEREBY GIVEN
that on Friday 18 December 2009 (rescheduled from 30 November), at
10 am (New York time) (the "Date of Sale") in the
offices of Clifford Chance US LLP at 31 West 52nd Street, New York
City, New York 10019-6131, PK Airfinance US, Inc. as security
trustee (the "Secured Party"), by virtue of certain
defaults under a facility agreement dated 21 December 2006 between,
amongst others, Wells Fargo Bank Northwest, National Association
(not in its individual capacity but solely as owner trustee ("Company")
and the Secured Party and in accordance with certain aircraft
mortgages entered into between, amongst others, the Company and the
Secured Party will cause the sale, at a public auction, of all of
the Company's right, title and interest in and to the following
aircraft collateral (the "Collateral"):
(i) three (3) Boeing
747-400 airframes (each an "Airframe") bearing U.S.
Registration Numbers N106UA, N185UA and N192UA and Manufacturer's
Serial Numbers 26474, 25395 and 26881; each equipped with four (4)
Pratt & Whitney Model PW4056 engines attached to each Airframe
(each an "Engine") bearing the following
Manufacturer's Serial Numbers: P727348, P727349, P727350, P727351,
P724418, P724419, P724420, P724421, P727352, P727353, P727354 and
P727355; and
(ii) any and all
manuals, logs, records, technical and operational data and other
materials and documents with respect to each Airframe and each
Engines described above in the possession and/or in the control of
the Secured Party, whether complete or incomplete. Each Airframe
together with its attached Engines and the Documents is referred to
in this Notice as the "Aircraft".
The Aircraft are currently located
at Marana, AZ. The Aircraft, system specifications and inspection
reports may be examined by contacting the Secured Party per the
contact details below and all bidders and others receiving or
examining such information will keep it strictly confidential.
Terms and
Conditions of Sale:
Each Aircraft will be sold to the bidder with the highest net bid or
otherwise best bid, for cash except as otherwise provided herein,
"AS IS/WHERE IS" with all faults and without any express
or implied representations or warranties whatsoever, including,
without limitation, representations or warranties relating to (i)
title, merchantability, possession, quiet enjoyment, fitness for a
particular purpose, or the like; or (ii) the value or quality of the
Aircraft, or (iii) freedom from security interests or liens, other
than the security interest held by the Secured Party. Potential
bidders are encouraged to perform such due diligence as they deem
necessary. The Aircraft are currently intended to be sold
individually but Secured Party reserves the right (i) to sell the
Aircraft as a lot, or as more than one lot (ii) on or prior to the
Date of Sale, to modify, waive, or amend any terms or conditions of
the sale or impose any other terms or conditions of the sale; and
(iii) if the Secured Party deems appropriate, to reject any bids or
to adjourn, delay, or terminate the sale.
Bids may be submitted in writing at
any time prior to the Date of Sale to the Secured Party's counsel at
the address listed below and will be considered along with any other
bids received on the Date of Sale. Those wishing to bid must either
(i) deliver a cash deposit in an amount equal to $1,000,000 into the
Secured Party's escrow account; or (ii) provide evidence,
satisfactory in the sole and absolute judgement and discretion of
the Secured Party, of their creditworthiness and ability to
consummate the proposed sale transaction. All bidders must comply
with US laws and export regulations. Any person wishing to attend
the auction must notify the Secured Party's Counsel of their
proposed attendance not less than 5 days in advance of the Date of
Sale. Bids will continue to be entertained until the Secured Party
has determined that it has received the highest net bid or otherwise
best bid in excess of the reserve price. Notwithstanding the
requirement that the sale of the Aircraft be for cash, the Secured
Party reserves the right to bid at the sale for the Aircraft and to
credit their bid against its secured claims against the Company
and/or Blue Sky Four Limited, Blue Sky Five Limited and/or Blue Sky
Six Limited (as applicable). Closing of the sale will take place
within ten (10) business days after the Date of Sale. If the winning
bidder fails to close, it will lose its cash deposit and may be held
liable for the full price it bid. Any contract for sale and all
other matters connected with the auction will be governed by New
York law. |
