AviTrader_Weekly_Headline_News_2012-10-15

NOTICE OF PUBLIC SALE
NOTICE IS HEREBY GIVEN that on October 22, 2012 (the "Date of Sale"), at 1:00 pm Eastern Daylight Time, or alternatively on October 25, 2012 (also the “Date of Sale”),
or on October 29, 2012 (also “Date of Sale”), , at 1:00 pm Eastern Daylight Time, in the office of White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036,
mba aircraft solutions (the "Auctioneer") as Auctioneer for U. S. Bank National Association, not in its individual capacity, but solely as security trustee (the "Security
Trustee"), will sell at public auction any and all of the right, title and interest in twenty-six (26) Embraer ERJ- 145 airframes and fifty-two (52) Allison model AE 3007- A1
engines held by Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as owner trustee (the "Owner Trustee") under the various Trust
Agreements associated with the equipment specified below, all of such items of equipment to be sold as part of a group and not on an individual basis (the "Collateral"). The
Owner Trustee holds title to the Collateral in trust for various owner participants and has pledged to the Security Trustee for the benefit of Agencia Especial de
Financiamento Industrial - FINAME (the "Lender") its interest in the Collateral as security for certain debt obligations.
Reg. MSN Reg. MSN Reg. MSN Reg. MSN
N825MJ 145179 N832MJ 145310 N844MJ 145481 N855MJ 145614
N826MJ 145214 N833MJ 145327 N849MJ 145534 N856MJ 145626
N828MJ 145218 N836MJ 145359 N850MJ 145568 N857MJ 145765
N829MJ 145228 N837MJ 145367 N852MJ 145567 N858MJ 145767
N830MJ 145259 N838MJ 145384 N853MJ 145464 N859MJ 145769
N831MJ 145273 N840MJ 145429 N854MJ 145490 N860MJ 145773
N851HK 145340
N852HK 145353
Such Collateral includes any manufacturer warranties related thereto as are then in effect, together with all records, manuals, logs, appliances, parts, components, modules,
instruments, appurtenances, accessories, furnishings, gear, avionics and other equipment of whatever nature incorporated or installed in or attached to such Collateral.
Terms and conditions of the public sale are as follows:
1. THE COLLATERAL WILL BE AUCTIONED ON OCTOBER 22, 2012 (THE “FIRST AUCTION”) IN ONE LOT (“LOT 1”). SHOULD THE OCTOBER 22 AUCTION NOT
CLOSE WITH A WINNING BID, THE COLLATERAL WILL BE AUCTIONED ON OCTOBER 25, 2012 (THE “SECOND AUCTION”) IN THREE LOTS (“LOT 2”, “LOT 3”
AND “LOT 4”). LOT 1 WILL CONSIST OF ALL TWENTY-SIX (26) AIRFRAMES AND ALL FIFTY-TWO (52) ENGINES. LOT 2. LOT 3 AND LOT 4 WILL CONSIST OF
THE AIRFRAMES DESCRIBED BELOW AND THEIR RESPECTIVE ENGINES. SHOULD THE OCTOBER 25 AUCTION NOT CLOSE WITH WINNING BIDS FOR ALL
THE AIRFRAMES AND THEIR RESPECTIVE ENGINES, THE REMAINING COLLATERAL WILL BE AUCTIONED ON OCTOBER 29, 2012 (THE “THIRD AUCTION”)
SEPARATELY. ALL COLLATERAL WILL BE SOLD ON AN "AS IS - WHERE IS" BASIS WITH ALL FAULTS, AND WITHOUT RECOURSE TO THE SECURITY TRUSTEE,
THE OWNER TRUSTEE, THE LENDER, OR ANY OF THEIR RESPECTIVE AGENTS OR REPRESENTATIVES, WITHOUT ANY REPRESENTATIONS OR
WARRANTIES AS TO THE VALUE, CONDITION, MERCHANTABILITY OR FITNESS FOR USE OR PARTICULAR PURPOSE OF ANY OF THE COLLATERAL AND
NONE OF SECURITY TRUSTEE, OWNER TRUSTEE OR LENDER MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER WITH RESPECT TO THE COLLATERAL.
LOT 2 Airframes (MSN): 145.568; 145.567; 145.534; 145.367; 145.273; 145.327
LOT 3 Airframes (MSN): 145.490; 145.429; 145.353; 145.384; 145.259; 145.481; 145.179; 145.218; 145.769; 145.765
LOT 4 Airframes (MSN): 145.340; 145.310; 145.359; 145.626; 145.614; 145.773; 145.464; 145.767; 145.214; 145.228
2. The Collateral will be sold at a public auction to the bidder(s) with the highest or otherwise best bid(s) as determined by the Auctioneer and the Security Trustee, acting at
the direction of the Lender, for cash, except as otherwise provided herein, and on such other commercially reasonable terms as the Security Trustee may determine. The
minimum bid for Lot 1 will be $29,100,000. The minimum bid for Lot 2 will be $4,800,000. The minimum bid for Lot 3 will be $11,500,000. The minimum bid for Lot 4 will be
$18,000,000. The minimum bidding increment for all Lots is $100,000. In the case of a third auction, the minimum bid for each of the airframes and its respective engines of
the Lot 2 separately will be $840,000; the minimum bid for each of the airframes and its respective engines of the Lot 3 separately will be $1,200,000; and the minimum bid
for each of the airframes and its respective engines of the Lot 4 separately will be $1,880,000. The Security Trustee reserves the right to (a) reject any and all bids and
terminate the sale or adjourn the sale to a later date by notice given on the Date of Sale but without further publication, and (b) create, modify, waive or amend any terms or
conditions of the sale.
3. In order for a prospective bidder to be eligible to bid at the public auction, such prospective bidder must (i) pass an Office of Foreign Assets Control check, and (ii) register
and deposit with the Auctioneer the sum of $150,000 for deposit into a non- interest bearing account, no later than 1:00 EDT on the applicable Date of Sale. Deposits will be
refunded to bidders, other than the Successful Bidder(s) (as defined below) and Backup Bidder(s) (as defined below), after the Auctioneer has identified the Successful
Bidder(s) and Backup Bidder(s). The initial deposit must be paid in cash, by certified or bank check, or by wire transfer of immediately available funds.
4. Upon the conclusion of the bidding, the auction will be closed and the Auctioneer will as soon as practicable identify the highest or otherwise best bids (the "Successful
Bid(s)") as well as the next- highest or otherwise best bid(s) (the "Backup Bids"), for the particular lot. The Backup Bid(s) will remain open and binding until two (2) business
days after the Security Trustee closes the sale with the person(s) tendering the Successful Bid(s) (the "Successful Bidder(s)").
5. Immediately upon the Auctioneer's identification of the Successful Bid(s), the Successful Bidder(s) will be required to deposit ten percent (10%) of the purchase price
(less the initial deposit of $150,000) with the Auctioneer, for deposit in a non- interest bearing account. The Successful Bidder(s) must pay the balance of the purchase price
upon the execution and delivery of the definitive sale documents. The deposit and purchase price must be paid in cash, by certified or bank check, or by wire transfer of
immediately available funds. The sale closing(s) will take place no later than twenty (20) business days after the auction closes, unless otherwise mutually agreed upon in
writing by both the Successful Bidder and the Owner Trustee’s agents. All sales or transfer taxes, if any, related to the sale of the Collateral will be paid by the purchaser(s)
to the Owner Trustee at the closing, and will be in addition to the purchase price. At the closing, each purchaser will receive a document evidencing the transfer of the
Owner Trustee's right, title and interest in the relevant Collateral, in form and substance acceptable to the Security Trustee.
6. In the event the Owner Trustee is unable for any reason to consummate the sale of the Collateral with the Successful Bidder(s), the Security Trustee's and Owner
Trustee's sole liability to the Successful Bidder(s) will be the return of the deposit paid from the amount registered with the Auctioneer. In the event a Successful Bidder(s) is
unable for any reason to consummate the purchase of the Collateral, the Security Trustee will retain the deposit paid and registered with the Auctioneer by such Successful
Bidder, as liquidated damages for the costs of the sale and for the loss of a bargain, in lieu of other damages, and the Security Trustee may close the sale of the Collateral
with the person submitting the relevant Backup Bid (a "Backup Bidder"). By bidding at the auction each bidder acknowledges that it would not be possible to ascertain the
Security Trustee's, Owner Trustee's or Lender's actual damages under the aforementioned circumstances.
7. Security Trustee reserves the right, on or prior to the Date of Sale, to modify, waive or amend any terms or conditions of any sale or impose any other terms or conditions
on any sale and, if the Security Trustee deems appropriate, to reject any bids and/or to adjourn, delay or terminate any sale. Potential bidders are encouraged to perform
such due diligence as they deem necessary. Requests for due diligence materials and requests for inspection should be directed to Jacob Agnew, mba aircraft solutions,
2101 Wilson Blvd. Suite 1001, Arlington, VA 22201, telephone (703) 276- 3200, facsimile (703) 276- 3201, e-mail: jagnew@mba.aero. Further important information about
the Collateral, terms of sale, purchase agreement, disclaimers, auction process, arranging inspections, pre-qualifications, potential sales tax and deposits can be found at
www.mba.aero, or can be obtained by contacting Mr. Agnew.