Execution Version VIRGIN AUSTRALIA HOLDINGS LIMITED
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Execution Version VIRGIN AUSTRALIA HOLDINGS LIMITED AND EACH OF THE GUARANTORS PARTY HERETO 7.875% SENIOR NOTES DUE 2021 INDENTURE Dated as of October 17, 2016 The Bank of New York Mellon, as Trustee #4833-5366-6616 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 29 Section 1.03 Application of Trust Indenture Act 30 Section 1.04 Rules of Construction 30 ARTICLE 2 THE NOTES Section 2.01 Form and Dating 30 Section 2.02 Execution and Authentication 31 Section 2.03 Registrar and Paying Agent 32 Section 2.04 Paying Agent to Hold Money 32 Section 2.05 Holder Lists 33 Section 2.06 Transfer and Exchange 33 Section 2.07 Replacement Notes 44 Section 2.08 Outstanding Notes 45 Section 2.09 Treasury Notes 45 Section 2.10 Temporary Notes 45 Section 2.11 Cancellation 46 Section 2.12 Defaulted Interest 46 Section 2.13 Further Issuances .............. ..... ... .... ........... .. ... ............ ...... ......... ... ..... 46 Section 2.14 No Reissuance of Notes 46 ARTICLE 3 REDEMPTION AND PREPAYMENT Section 3.01 Notice to Trustee 47 Section 3.02 Selection of Notes to Be Redeemed or Purchased 47 Section 3.03 Notice of Redemption 47 Section 3.04 Effect of Notice of Redemption 48 Section 3.05 Deposit of Redemption or Purchase Price 48 Section 3.06 Notes Redeemed or Purchased in Part 49 Section 3.07 Optional Redemption 49 Section 3.08 Tax Redemption 49 Section 3.09 Mandatory Redemption 50 ARTICLE 4 COVENANTS Section 4.01 Payment of Principal and Interest 50 #4833-5366-6616 Section 4.02 Additional Note Guarantees 51 Section 4.03 Reports and Other Information 51 Section 4.04 Compliance Certificate 52 Section 4.05 Additional Amounts 52 Section 4.06 Stay, Extension and Usury Laws 55 Section 4.07 Restricted Payments 55 Section 4.08 Incurrence of Indebtedness and Issuance of Preferred Stock 61 Section 4.09 Offer to Repurchase Upon Change of Control 67 Section 4.10 Designation of Restricted and Unrestricted Subsidiaries 69 ARTICLE 5 SUCCESSORS Section 5.01 Merger and Sales of Assets 70 ARTICLE 6 DEFAULTS AND REMEDIES Section 6.01 Events of Default 71 Section 6.02 Acceleration 73 Section 6.03 Collection of Indebtedness and Suits for Enforcement by Trustee 73 Section 6.04 Trustee May File Proofs of Claim 74 Section 6.05 Trustee May Enforce Claims Without Possession of Notes .... ...... .......... ... 74 Section 6.06 Application of Money Collected 75 Section 6.07 Limitation on Suits 75 Section 6.08 Unconditional Right of Holders to Receive Principal and Interest 76 Section 6.09 Restoration of Rights and Remedies 76 Section 6.10 Rights and Remedies Cumulative 76 Section 6.11 Delay or Omission Not Waiver 76 Section 6.12 Control by Holders 76 Section 6.13 Waiver of Past Defaults 77 Section 6.14 Undertaking for Costs 77 ARTICLE 7 TRUSTEE Section 7.01 Duties of Trustee 78 Section 7.02 Rights of Trustee and Agents 79 Section 7.03 Individual Rights of Trustee. 80 Section 7.04 Trustee's Disclaimer. 80 Section 7.05 Notice of Defaults 80 Section 7.06 Compensation and Indemnity 81 Section 7.07 Replacement of Trustee 82 Section 7.08 Successor Trustee by Merger, etc 83 Section 7.09 Eligibility; Disqualification 83 ii #4833-5366-6616 ARTICLE 8 SATISFACTION AND DISCHARGE; DEFEASANCE Section 8.01 Satisfaction and Discharge of Indenture 83 Section 8.02 Application of Trust Funds; Indemnification 84 Section 8.03 Legal Defeasance of Notes 84 Section 8.04 Covenant Defeasance 86 Section 8.05 Repayment to Company 87 Section 8.06 Reinstatement 87 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER Section 9.01 Without Consent of Holders of Notes 88 Section 9.02 With Consent of Holders of Notes 89 Section 9.03 Revocation and Effect of Consents 90 Section 9.04 Notation on or Exchange of Notes 90 Section 9.05 Trustee Protected 90 ARTICLE 10 NOTE GUARANTEES Section 10.01 Note Guarantees 91 Section 10.02 Right of Contribution 93 Section 10.03 No Subrogation 93 Section 10.04 Limitation of Guarantor's Liability 93 ARTICLE 11 MISCELLANEOUS Section 11.01 Notices 94 Section 11.02 Certificate and Opinion as to Conditions Precedent 95 Section 11.03 Statements Required in Certificate or Opinion 96 Section 11.04 Rules by Trustee and Agents 96 Section 11.05 No Personal Liability of Directors, Officers, Employees and Stockholders 96 Section 11.06 Governing Law 97 Section 11.07 No Adverse Interpretation of Other Agreements 97 Section 11.08 Successors 97 Section 11.09 Severability 97 Section 11.10 Counterpart Originals 97 Section 11.11 Table of Contents, Headings, etc 97 Section 11.12 Legal Holidays 97 Section 11.13 U.S.A. Patriot Act 98 Section 11.14 Force Majeure 98 Section 11.15 Agent for Service 98 Section 11.16 Indemnification for Judgment Currency 98 Section 11.17 Consent to Jurisdiction ....... ....... ..... ............. ...... ................... ....... 99 iii #4833-5366-6616 Section 11.18 Waiver of Sovereign Immunity 99 Section 11.19 Waiver of Jury Trial 99 iv #4833-5366-6616 EXHIBITS Schedule 1 GUARANTORS Exhibit A FORM OF NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Exhibit E FORM OF NOTATION OF GUARANTEE Exhibit F FORM OF SUPPLEMENTAL INDENTURE V 44833-5366-6616 INDENTURE dated as of October 17, 2016 among Virgin Australia Holdings Limited, a company existing under the laws of Australia (the "Company"), the Guarantors (as defined herein) and The Bank of New York Mellon, as trustee. The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of the Company's 7.875% Senior Notes due 2021 (the "Notes"): ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions. "144A Global Note" means a Global Note substantially in the faun of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. "Acceptable Jurisdiction" means Australia, New Zealand, the United States of America, England, Singapore or, where applicable, any state or any political subdivision thereof. "Accounts" means all "accounts" as defined in the Personal Property Securities Act 2009 (Cth), and all rights to payment for interest (other than with respect to debt and Credit Card receivables). "Acquired Debt" means, with respect to any specified Person: (1) Indebtedness, Disqualified Stock or preferred stock of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into such specified Person, or became a Subsidiary of such specified Person, to the extent such Indebtedness is incurred or such Disqualified Stock or preferred stock is issued in connection with, or in contemplation of, such other Person merging, consolidating or amalgamating with or into, or becoming a Subsidiary of, such specified Person; and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. "Additional Notes" means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.02 hereof and subject to Section 4.08 hereof, as part of the same series as the Initial Notes. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management #4833-5366-6616 or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings. No Person (other than the Company or any Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of such Investment. A specified Person shall not be deemed to control another Person solely because such specified Person has the right to determine the aircraft flights operated by such other Person under a code sharing, capacity purchase or similar agreement. "Agent" means any Registrar, co-registrar, Paying Agent or additional paying agent. "Aircraft Related Equipment" means aircraft (including engines, airframes, propellers and appliances), engines, propellers, spare parts, aircraft parts, simulators and other training devices, quick engine change kits, passenger loading bridges or other flight or ground equipment and other operating assets, including any modifications and improvements with respect to any such equipment. "Aircraft Related Facilities" means (i) airport terminal facilities, including without limitation, baggage systems, loading bridges and related equipment, building, infrastructure and maintenance facilities, tooling facilities, club rooms, apron, fueling systems or facilities, signage/image systems, administrative offices, information technology systems and security systems, (ii) airline support facilities, including without limitation, cargo, catering, mail, ground service equipment, ramp control, deicing, hangars, aircraft parts/storage, training, office and reservations facilities and (iii) all equipment and tooling used in connection with the foregoing. "Associate" has the meaning given to it in Section 128F(9) of the Australian Tax Act. "Australian Tax Act" means the Income Tax Assessment Act 1936 of Australia and the Income Tax Assessment Act 1997 of Australia, as applicable.