Range of Services Offered
Aircraft
Finance
A substantial portion of the
experience of the Aircraft Industry Practice Group is in the area
of aircraft finance. This experience can be broadly divided into
representation in connection with secured lending, single-investor
and operating leases and leveraged leases.
Secured
and Pre-Delivery Lending
The firm has acted as lead counsel
for banks or other financial institutions in connection with many
loans secured by either U.S. or non U.S. flag aircraft. The following
is a list of a few representative examples:
- $14,000,000 syndicated pre-delivery
finance to an airline based in The People's Republic of China
for the acquisition of a Boeing 757
- $24,000,000 term and revolving loan to
a regional U.S. carrier secured by three Lockheed Hercules aircraft
- $4,000,000 acquisition loan to a U.S.
regional carrier secured by two deHavill and Dash-8 aircraft
- $30,000,000 mortgage financing of one
McDonnell Douglas DC10-30 aircraft in a sale and short-term leaseback
to a European air carrier
- $24,000,000 mortgage financing of one
new Boeing 737-300 aircraft leased on a medium-term operating
lease to a Spanish air carrier
- $21,000,000 mortgage financing of three
McDonnell Douglas DC9-32 aircraft financed out of D-checks and
simultaneously leased on a medium term operating lease to a U.S.
air carrier
- $30,000,000 mortgage financing of two
L1011-1 aircraft with provisions for funding conversions to -150
status with aircraft simultaneously leased to a Canadian air carrier
- $62,000,000 option financing facility
(senior and subordinated) for a European air carrier to finance
delivery positions
- $25,000,000 mortgage financing of six DC-8 cargo aircraft for five
commercial lenders
- $42,000,000 mortgage financing of Gulfstream V aircraft
Single-Investor
Leases
The firm acted as lead counsel
for the designated party in connection with the following single-investor
and operating lease transactions:
- Represented lessee in connection with
negotiation of operating leases on several deHavill and Dash-7 aircraft for operation in the South Pacific pursuant to contract
with U.S. government
- Represented the operating lessor in $5,000,000
lease of one Boeing 737-200
- Represented lessor in $44,000,000 acquisition
of one Boeing 747 200 and four spare engines by a U.S. Air carrier
on a long-term operating lease
- Represented the lessor in $20,000,000
acquisition of one McDonnell Douglas DC10-10 on a long-term lease
to a U.S. Air carrier.
- Represented lessor in $5,800,000 synthetic lease of one Lear Jet 55B
Leveraged
Leases
The firm has extensive experience
in representing the equity participants in leveraged leases of heavy
equipment including vessels, railroad locomotives and rolling stock
and cargo containers as well as the aircraft leveraged leases described
below:
- Acted as lead counsel to a U.S. aircraft
leasing company as lender in an international leveraged lease
of one Embraer EMB-120 Brasilia aircraft
- Advised a Chinese air carrier in connection
with its leveraged lease acquisition of two Boeing 757 aircraft
- Acted as lead counsel to a major regional
commercial bank as participant (and frequently as lead) in syndicates
of owner participants in numerous leveraged leased financings
of McDonnell Douglas DC10 aircraft for World Airways, Boeing 737
aircraft for Eastern Airlines and other commercial aircraft acquired
by several regional airlines.
The clients we have represented in connection with aircraft financing transactions include Pan American World Services, Whirlpool Financial Corporation, Key Corp Leasing, Bank of America, The Sakura Bank, Ltd., NordFinance, Inc, and Itochu Airlease.
Aircraft
Purchasers
The firm is general counsel in the United States for Shanghai Airlines, an
independent airline with its headquarters in Shanghai, China. The firm is
also counsel to the Los Angeles and Seattle offices of China Eastern
Airlines. The firm represented a regional airline in Southern China in
connection with its purchase of several commuter aircraft from Fairchild
Aircraft Incorporated.
The firm's Washington, D.C. and Seattle offices worked together in
representing the Government of France in its acquisition of several AWACS
reconnaissance aircraft from Boeing. The transaction was the first
commercial sale of AWACS by Boeing and entailed far more extensive
negotiations regarding the Purchase Agreement than are generally the case
with commercial airline purchases.
The firm has acted on behalf of numerous purchasers and sellers of corporate
aircraft including recent transactions involving the purchase and sale of
various corporate aircraft, including a Gulfstream IV aircraft, two
Gulfstream V aircraft, two Canadair Challengers, several Cessna Caravans,
several DeHavilland Otters and tax-deferred like-kind exchanges of a Falcon
50 for a Falcon 900 and of a Falcon 50 for a Gates Lear Jet.
FAA
Regulatory Matters
The firm has substantial experience in various aspects of the Department of
Transportation and Federal Aviation Administration rules regarding both
national and international operation of air carriers. For example, we have
represented various airlines before the FAA on matters relating to the air
transportation relating to hazardous materials and the ownership of airport
gates under United States law. The firm has also acted as special counsel
regarding various FAA regulatory matters relating to the operation of its
company-owned aircraft.
U.S.
and Local Law Delivery Issues
Purchase documents between Boeing and its customers are governed by
Washington State law, and Boeing typically delivers its aircraft in Seattle.
Consequently, many Boeing deliveries raise legal questions regarding the
enforceability or effectiveness of various purchase and delivery documents
under Washington State law. Lenders frequently require assurance regarding
the effectiveness of their liens on aircraft collateral under Washington and
U.S. federal law. Numerous issues of federal and state taxation are also
raised by the delivery of aircraft in Seattle.
Davis Wright Tremaine is regularly retained by foreign airlines, lessors,
and lenders, either directly or through their London and U.S. counsel, to
render U.S. law legal opinions in connection with the delivery of aircraft
in Washington state or progress payments. In that capacity, we have
recently represented Japan Airlines, British Airways, Banque Indosuez,
Citicorp, Ansett, Lufthansa, Mitsubishi Trust & Banking Corporation, Mitsui
& Co. UK PLC, Barclays Bank PLC, Chase Trade, Aer Lingus p.l.c., Union de
Transports Aeriens (UTA), ILG Travel Limited, Singapore Airlines and Air
Europe. The London law firms that have retained us in connection with legal
opinions of this type include Clifford Chance, Slaughter & May, Freshfields
and Wilde Sapte. The U.S. firms include Milbank Tweed Hadley & McCoy and
Cadwalader, Wickersham & Taft.
Employment
Law
Davis Wright Tremaine has represented
United Airlines, Delta Airlines, Continental Airlines and China
Eastern Airlines in connection with a variety of employment law
matters including union negotiations, wrongful discharge, employment
discrimination, unemployment compensation and various traditional
areas of labor law.
Litigation
and Carrier Liability
Our firm has experience in
representing airlines in connection with a variety of matters relating
to the carrier liability. We have, for example, recently represented
Federal Express in connection with a claim between Federal Express
and the State of Alaska relating to damage to a Boeing 747 that
slid off an icy taxiway in Anchorage, Alaska.
The firm has also represented United
Airlines in various litigation matters involving disputes with subcontractors
and with other airlines involved in Interline Agreements. We also
represented Turkish Airlines in a contract dispute with one of its
principal suppliers of ship sets.
Our firm has also represented China
Eastern Airlines in connection with passenger injury and cargo damage
claims.
Bankruptcy
Our firm has extensive experience
in representing secured lenders and lessors in bankruptcy proceedings,
including airline bankruptcy proceedings such as Pan American Airways,
Continental Airlines and MarkAir. The Seattle and Portland offices have five
partners whose practices are devoted to bankruptcy representation.
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