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Aircraft Lease Agreement
Aircraft Lease Agreement (299K)
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PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION IN A CONFIDENTAL TREATMENT REQUEST UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE SYMBOL "[Redacted]" IN THIS EXHIBIT
INDICATES THAT INFORMATION HAS BEEN OMITTED.
AIRCRAFT LEASE AGREEMENT
Dated as of December 5, 2003
BETWEEN
FRONTIER AIRLINES, INC.
. . .
524491
|
Frontier
As referenced in this Aircraft Lease Agreement:
FRONTIER AIRLINES, INC – THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE SYMBOL "[Redacted]" IN THIS EXHIBIT
INDICATES THAT INFORMATION HAS BEEN OMITTED.
AIRCRAFT LEASE AGREEMENT
Dated as of December 5, 2003
BETWEEN
FRONTIER AIRLINES, INC .
as LESSEE
and
INTERNATIONAL LEASE FINANCE CORPORATION
as LESSOR
Aircraft Make and Model: New Airbus A319-111
Aircraft Manufacturer's Serial Number: 2198
Aircraft Registration Mark: Per Exhibit G
_____________
FRONTIER AIRLINES, INC – 172
EXHIBIT M AIRCRAFT DOCUMENTATION................................175
EXHIBIT N TECHNICAL EVALUATION REPORT...........................177
AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT is made and entered into as of December 5, 2003.
BETWEEN:
FRONTIER AIRLINES, INC ., a Colorado corporation whose address and principal
place of business are at Frontier Center One, 7001 Tower Road, Denver, Colorado 80249
("LESSEE") and
INTERNATIONAL LEASE FINANCE CORPORATION, a California _____________
FRONTIER AIRLINES, INC – 34th Floor
Los Angeles, California 90067-6234
U.S.A.
Attention: Legal Department
Fax: [SEE PARAGRAPH 20 OF EXHIBIT C.]
Telephone: [SEE PARAGRAPH 20 OF EXHIBIT C.]
If to LESSEE: FRONTIER AIRLINES, INC .
Frontier Center One
7001 Tower Road
Denver, Colorado 80249
Attention: General Counsel
Fax: [SEE PARAGRAPH 20 OF EXHIBIT C.]
Telephone: [SEE PARAGRAPH 20 OF EXHIBIT C.]
or to such _____________
FRONTIER AIRLINES, INC – the other Operative
Documents.
IN WITNESS WHEREOF, LESSEE and LESSOR have caused this Lease to be executed by
their respective officers as of December 5, 2003.
INTERNATIONAL LEASE FINANCE CORPORATION FRONTIER AIRLINES, INC .
By: By:
Its: Its:
EXHIBIT A AIRCRAFT DESCRIPTION
Aircraft Manufacturer and Model: Airbus A319-111
Specification: Airframe: Airbus A319, Standard Specification J 000
01000, Issue 4.0, dated January _____________
FRONTIER AIRLINES, INC – California, United States of America, having its principal corporate
offices located at 1999 Avenue of the Stars, 39th Floor, Los Angeles, California 90067-6049,
U.S.A. ("ILFC"); and
(2) FRONTIER AIRLINES, INC ., a Colorado corporation whose address and principal place of
business is at Frontier Center One, 7001 Tower Road, Denver, Colorado 80249, U.S.A. ("LESSEE")
RECITALS
(A) Pursuant to _____________
dt 1800103
;
|
JPMorgan Chase
As referenced in this Aircraft Lease Agreement:
JPMorgan Chase Bank – committee, department, authority or any body, incorporated or unincorporated,
whether having distinct legal personality or not.
"Prime Rate" means the rate of interest from time to time publicly quoted by
JPMorgan Chase Bank in New York, New York, or its successor, as its prime commercial lending rate.
"Prohibited Country" means any country to which the export and/or use of an Airbus
A319- _____________
JPMorgan Chase Bank
– this Lease will be paid by wire transfer of
immediately available U.S. Dollar funds to LESSOR's bank account at:
International Lease Finance Corporation
Account No. 910-274-9067
JPMorgan Chase Bank
270 Park Avenue
New York, New York 10017
ABA# 021000021
or to such other bank account as LESSOR may from time to time designate by written notice
("LESSOR's _____________
dt 1729776
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Aircraft Lease
Aircraft Lease (42K)
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1088112
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Aircraft Lease
Aircraft Lease (18K)
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AIRCRAFT LEASE
This Lease Agreement (?Lease? or ?Agreement?) is executed this 22nd day of August, 2004 by and between EAGLE III, LLC, a Montana limited liability company (?Lessor?) and SEMITOOL, INC., a Montana corporation, with its principal place of business at 655 West Reserve Drive, Kalispell, Montana (?Lessee?).
RECITALS
A.
Lessor is the owner of a 1994 Cessna Citation 525 (the ?Aircraft?) with a serial number of 525-0074 and a registration number of N511TC.
B.
Lessor has agreed to lease the Aircraft . . .
1117614
|
Semitool
As referenced in this Aircraft Lease:
SEMITOOL, INC. – 44
AIRCRAFT LEASE
This Lease Agreement (?Lease? or ?Agreement?) is executed this 22nd day of August, 2004 by and between EAGLE III, LLC, a Montana limited liability company (?Lessor?) and SEMITOOL, INC. , a Montana corporation, with its principal place of business at 655 West Reserve Drive, Kalispell, Montana (?Lessee?).
RECITALS
A.
Lessor is the owner of a 1994 Cessna Citation 525 ( _____________
Semitool, Inc. – of the Aircraft to be conducted under this Lease.
b.
The name and address of the person responsible for operational control of the Aircraft under this Lease are:
Name:
Address:
Semitool, Inc. ,
Attention: Larry Viano
655 West Reserve Drive
Kalispell, MT 59901
By its signature below, Lessee certifies that it understands its responsibilities for compliance with the applicable Federal Aviation Regulations.
_____________
SEMITOOL, INC. – or sections to which they refer.
IN WITNESS WHEREOF, the Lessee and Lessor have duly executed this Lease on the date first written above at Kalispell, Flathead County, Montana.
LESSEE: SEMITOOL, INC.
By: /s/Larry Viano
??????????????
Name: Larry Viano
Title: VP-CFO
LESSOR: EAGLE III, LLC
By: /s/Raymon F. Thompson
??????????????
Name: Raymon F. Thompson
Title: Sole Member/Manager
_____________
dt 1741420
| |
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Aircraft Lease
Aircraft Lease (19K)
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AIRCRAFT LEASE
This Lease Agreement (?Lease? or ?Agreement?) is executed this 15th day of January, 2004 by and between EAGLE I, LLC, a Montana limited liability company (?Lessor?) and SEMITOOL, INC., a Montana corporation, with its principal place of business at 655 West Reserve Drive, Kalispell, Montana (?Lessee?).
RECITALS
A.
Lessor is the owner of a Falcon 900 (the ?Aircraft?) with a serial number of 65 and a registration number of N988T.
B.
Lessor has agreed to lease the Aircraft to the Lessee . . .
1117654
|
Semitool
As referenced in this Aircraft Lease:
SEMITOOL, INC. – 2
AIRCRAFT LEASE
This Lease Agreement (?Lease? or ?Agreement?) is executed this 15th day of January, 2004 by and between EAGLE I, LLC, a Montana limited liability company (?Lessor?) and SEMITOOL, INC. , a Montana corporation, with its principal place of business at 655 West Reserve Drive, Kalispell, Montana (?Lessee?).
RECITALS
A.
Lessor is the owner of a Falcon 900 (the ?Aircraft?) _____________
Semitool, Inc. – operation of the Aircraft to be conducted under this Lease.
b. The name and address of the person responsible for operational control of the Aircraft under this Lease are:
Name: Semitool, Inc. ,
Attention: Larry Viano
Address: 655 West Reserve Drive, Kalispell, MT 59901
By its signature below, Lessee certifies that it understands its responsibilities for compliance with the applicable Federal Aviation _____________
SEMITOOL, INC. – particular articles or sections to which they refer.
IN WITNESS WHEREOF, the Lessee and Lessor have duly executed this Lease on January 15, 2004 at Kalispell, Flathead County, Montana.
LESSEE: SEMITOOL, INC.
By: /s/Larry A.Viano
Name: Larry A. Viano
Title CFO
LESSOR: EAGLE I, LLC
By: /s/Raymon F. Thompson
Name: Raymon F. Thompson
Title Sole Member _____________
dt 1741421
| |
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Aircraft Lease
Aircraft Lease (19K)
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AIRCRAFT LEASE
This Lease Agreement (?Lease Agreement?) is executed this 31st day of March, 2004 by and between EAGLE II LLC, a Montana limited liability company (?Lessor?) and SEMITOOL, INC., a Montana corporation, with its principal place of business at 655 West Reserve Drive, Kalispell, Montana (?Lessee?).
RECITALS
A.
Lessor is the owner of a Falcon 50 (the ?Aircraft?) with a serial number of 24 and a registration number of N280RT.
B.
The parties previously amended the rental amounts and usage . . .
1117660
|
Semitool
As referenced in this Aircraft Lease:
SEMITOOL, INC. – 10.4
AIRCRAFT LEASE
This Lease Agreement (?Lease Agreement?) is executed this 31st day of March, 2004 by and between EAGLE II LLC, a Montana limited liability company (?Lessor?) and SEMITOOL, INC. , a Montana corporation, with its principal place of business at 655 West Reserve Drive, Kalispell, Montana (?Lessee?).
RECITALS
A.
Lessor is the owner of a Falcon 50 (the ?Aircraft?) _____________
Semitool, Inc. – operation of the Aircraft to be conducted under this Lease.
b. The name and address of the person responsible for operational control of the Aircraft under this Lease are:
Name: Semitool, Inc. ,
Attention: Larry Viano
Address: 655 West Reserve Drive, Kalispell, MT 59901
By its signature below, Lessee certifies that it understands its responsibilities for compliance with the applicable Federal Aviation _____________
SEMITOOL, INC. – particular articles or sections to which they refer.
IN WITNESS WHEREOF, the Lessee and Lessor have duly executed this Lease on March 31, 2004 at Kalispell, Flathead County, Montana.
LESSEE: SEMITOOL, INC.
By: /s/Larry A.Viano
Name: Larry A. Viano
Title CFO
LESSOR: EAGLE I, LLC
By: /s/Raymon F. Thompson
Name: Raymon F. Thompson
Title Sole Member _____________
dt 1741422
| |
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Aircraft Lease Agreement
Aircraft Lease Agreement (22K)
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1627142
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Aircraft Lease Agreement
Aircraft Lease Agreement (19K)
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AIRCRAFT LEASE AGREEMENT
This Aircraft Lease Agreement (�Lease�) is made and entered into as of March 15, 2004, by and between JOSTENS HOLDING CORP., a Delaware corporation (�Lessor�), with its principal place of business at 5501 American Boulevard West, Minneapolis, Minnesota 55437, and JOSTENS, INC., a Minnesota corporation (�Lessee�), with its principal place of business at 5501 American Boulevard West, Minneapolis, Minnesota 55437.
W I T N E S S E T H
WHEREAS, Lessor has purchased a certain Citation CJ2 aircraft, manufacturer�s serial number 111, current . . .
1640022
| | |
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Aircraft Lease
Aircraft Lease (45K)
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AIRCRAFT LEASE
THIS AIRCRAFT LEASE is made and entered into at Liberal, Kansas as of the 9th day of December, 2004, by and between JOHN R. MILLER ENTERPRISES, L.L.C. a Utah limited liability company, with its principal place of business located at 299 South Main Street Suite 2450, Salt Lake City, Utah 84111, as lessor, hereinafter called "OWNER", and NATIONAL BEEF PACKING COMPANY, L.L.C., a Delaware limited liability company, with a place of business at 12200 N. Ambassador Drive, Kansas City, Missouri 64163, hereinafter called "LESSEE".
W I T N E S S E T H: That;
1. . . .
1653604
| | |
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Aircraft Lease Agreement
Aircraft Lease Agreement (50K)
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AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT (the "Agreement") is made this ___ day of _________, 2003, between American Air Network Alaska, Inc, a Nevada . corporation, whose address is 657 N. Bell Ave., Suite 200, Chesterfield MO., 63005 (the "Lessee") and The CIT Group/Equipment Financing, Inc (CIT)., a Delaware corporation whose address is 1540 West Fountainhead Parkway, Tempe AZ, 85282 (the "Lessor").
A. Lessor is the owner of the following Aircraft (the "Aircraft"):
MANUFACTURER: LearJet MODEL: 35A SERIAL NUMBER: 298 REGISTRATION NUMBER: N298NW ENGINE MODEL: TFE-731-2-2B ENGINE SERIAL NUMBERS: P-74799 and P-74805
MANUFACTURER: Lear Jet MODEL: 35A SERIAL NUMBER: 156 REGISTRATION NUMBER: N35WE ENGINE MODEL: TFE-731-2-2B ENGINE SERIAL NUMBERS: P-74675 and P-74266
Together with all attachments, accessories, appliances, additions, substitutions, instruments, avionics and other miscellaneous equipment as more specifically set forth in Schedule A, attached hereto and incorporated herein by this reference, all of which are included in the term "Aircraft", set forth in this Agreement.
B. Lessee desires to lease the Aircraft, and Lessor is willing to lease the Aircraft to Lessee, for the term and purposes, and on the terms and conditions, set forth in this Agreement.
NOW THEREFORE, Lessor and Lessee agree as follows:
1. USE OF AIRCRAFT. Lessor hereby grants to Lessee the right to use the Aircraft on the terms and conditions set forth in this Agreement.
1 {PAGE}
2. TERM. The term of this Agreement is eighteen months and shall commence on ________, 2003_ and shall continue until ____________, 2005 unless terminated or extended pursuant to any provision contained herein.
3. PAYMENTS TO LESSOR. (A) Lessee shall pay to Lessor rent (the "Rent") at the rate of Twenty Eight Thousand U.S. Dollars ($28,000.00) per month, without demand, offset, deduction or counterclaim. Lessee shall pay Lessor prior to the commencement date stated in paragraph 2 above the sum of One Hundred and Six Thousand One Hundred and Ten U.S. Dollars ($106,110.00) that shall represent the first month's payment plus a Seventy Eight Thousand One Hundred and Ten Dollar ($78,110.00) security deposit (the "Security Deposit") Payments for subsequent months shall be made on or before the first day of the month. The Rent payment entitles Lessee to no more than eighty (80) flight hours per month. For every hour flown over the 80 hour per month limit, Lessee will reimburse Lessor an additional Two Hundred U.S. Dollars ($125.00), payable at the end of each quarter.
(B) In addition to the monthly payment, Lessee shall pay to Lessor MSP engine reserve hourly charges at a rate of $335 per aircraft U.S. Dollars ($335.00) per hour flown.
(C) Any moneys owed to Lessor by Lessee, including, but not limited to Rent and engine reserves not be received for any reason within thirty (30) days after the date in which such moneys became due, Lessee shall pay to Lessor interest on such moneys at the highest interest rate allowed by law. Interest shall accrue from the date moneys were first due.
(D) Within 5 days after the end of each month Lessee shall provide to Lessor a statement of the previous months flight hours together with a check in the amount due at the rate described in Section 3(B) above.
(E) At all times during the term of this Agreement, Lessee shall maintain with Lessor the Security Deposit in cash as security for the full and faithful observance and performance of all of Lessee's obligations under this Agreement (expressly including without limitation, the payment as and when due of the amounts due under Sections 3 (A) and (B) above and any other amounts payable thereunder) and the payment of any and all other damages for which Lessee shall be liable by reason of any act or omission constituting a breach of such obligations. If at any time Lessee shall be in default in the payment of any amount payable hereunder or shall otherwise be in breach in the observance or performance of any of its obligations under this Agreement, at Lessor's election, the Security Deposit may be applied by Lessor to the payment of such amount or the payment of any costs and expenses incurred by Lessor in curing any such breach. If as a result of any such application the Security Deposit shall be at any time be less than Seventy Eight One Hundred and Ten Thousand U.S. Dollars ($78,110.00) Lessee shall, within five (5) days after demand from Lessor, deposit with Lessor additional cash in an amount equal to the deficiency. If at the expiration of the term of this Agreement, all amounts due under this Agreement
130909
| Air Network Alaska, Inc.;
| Elite Flight Solutions Inc.
|
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Aircraft Lease Agreement
Aircraft Lease Agreement (90K)
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AIRCRAFT LEASE AGREEMENT
between
Miramonte Aviation, LLC
as LESSOR
and
MPW Industrial Services Group, Inc.
as LESSEE
Dated: May 12, 2003
To the extent, if any, this instrument constitutes chattel paper under the UCC, no security interest herein may be created through the transfer and/or possession of any counterpart other than the counterpart marked "Secured Party's Original".
'Copy'. No interest herein may be created in the aircraft subject hereto through the transfer and/or possession hereof' ".
{PAGE}
TABLE OF CONTENTS
{TABLE} {CAPTION} Section Page ------- ---- {S} {C} {C} 1 LEASE AND CONDITION. . . . . . . . . . . . . . . . . . 3 2 TERM. . . . . . . . . . . . . . . . . . . . . . . . . 3 3 RENTAL PAYMENTS . . . . . . . . . . . . . . . . . 3 4 DELIVERY AND ACCEPTANCE . . . . . . . . . . . . . . . . 3 5 POSSESSION, USE, AND OPERATION OF AIRCRAFT . . . . . . 4 6 MAINTENANCE AND REPAIR . . . . . . . . . . . . . . . . 4 7 RETURN OF AIRCRAFT . . . . . . . . . . . . . . . . . . 5 8 RISK OF LOSS AND INDEMNIFICATION . . . . . . . . . . . 7 9 NET LEASE . . . . . . . . . . . . . . . . . . . . . . . 7 10 INSURANCE . . . . . . . . . . . . . . . . . . . . . . . 8 11 PROCEDURE ON LOSS, REQUISITION, OR DAMAGE . . . . . . . 8 12 EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . 10 13 REMEDIES ON DEFAULT . . . . . . . . . . . . . . . . . . 10 14 LESSOR MAY ASSIGN AND ENCUMBER . . . . . . . . . . . . 11 15 ASSIGNMENT OR SUBLEASE BY LESSEE . . . . . . . . . . . 12 16 WARRANTIES . . . . . . . . . . . . . . . . . . . . . . 12 17 TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 12 18 REPRESENTATIONS OF LESSEE . . . . . . . . . . . . . . . 13 19 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . 14 20 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 15
EXHIBITS A. Aircraft Lease Schedule . . . . . . . . . . . . . . . . 17 B. Certificate of Acceptance . . . . . . . . . . . . . . . 20 {/TABLE}
2
{PAGE}
AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT ("Lease") dated as of May 14, 2003 by and between Miramonte Aviation, LLC, an Ohio limited liability company (hereinafter called "Lessor"), and MPW Industrial Services Group, Inc., an Ohio corporation (hereinafter called "Lessee"). (Words or phrases having initial capitals which are not otherwise defined have the meanings set forth in Section 19.)
W I T N E S S E T H :
WHEREAS, Lessor owns certain Aircraft.
WHEREAS, Lessor desires to lease, and Lessee desires to hire, the Aircraft pursuant to the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual promises herein set forth, Lessor and Lessee covenant and agree as follows:
1. LEASE AND CONDITIONS
Lessor agrees to and does hereby lease, and Lessee agrees to and does hereby rent, lease and hire, the Aircraft described in the Aircraft Lease Schedule (the "Schedule") attached hereto and made a part hereof as Exhibit A.
The parties hereto intend this Lease to be a true lease and Lessee understands and agrees that it acquires only a leasehold interest hereunder and that it does not acquire any right of beneficial ownership or equity in the Aircraft by payment of rentals hereunder, and Lessee acknowledges that title to the Aircraft remains in the Lessor. Except as any secured party or the Lessor with the consent of any such secured party may specifically direct in writing, Lessee shall not have the right to register the Aircraft in Lessee's name with the United States Federal Aviation Administration ("FAA") or with any other governing authority.
This Lease of the Aircraft includes any and all Engines, Main Components, avionics, appliances, parts, instruments, appurtenances, accessories, furnishings and other equipment of whatever nature which may from time to time be part of, attached to, incorporated in, or installed on the Aircraft and all such components which shall have been removed or detached from the Aircraft until a substitute or replacement component shall have been provided pursuant to Section 6.2 hereof.
2. TERM
The Lease Term for the Aircraft shall commence upon the written acceptance of this Lease by the Lessee, and shall terminate on the date set forth in the Aircraft Lease Schedule, Exhibit A.
3. RENTAL PAYMENTS
Lessee covenants and agrees to pay Lessor rent (the "Rent") for the use of the Aircraft as set forth in the Schedule. Rent plus any applicable state sales and/or use taxes with respect to this Lease for the entire Term of this Lease shall be due and payable in advance commencing on acceptance as set forth in the Certificate of Acceptance to the Aircraft Lease Schedule and on the first day of each and every month during the remainder of the rental term and any extension hereof. Rent for partial months at the beginning and end of any term hereunder shall be prorated at a daily rate equal to 1/30th of the monthly rental. In addition, the Lessee shall pay to Lessor any and all other amounts payable hereunder, if any, which the Lessee assumes the obligation to pay, or agrees to pay under this Lease to Lessor or others, if any, including, without limitation, any amount payable hereunder as Casualty Loss Value. All payments of Rent and other sums due hereunder shall be made to Lessor on the date payable hereunder by check drawn payable to Lessor and delivered at its address set forth herein or at such other address or to such other person as the Lessor may from time to time direct by notice in writing to Lessee. Any Rent or other payment due hereunder which is not paid prior to the tenth day following the due date for such payment shall bear interest from maturity until paid at the lesser of the rate equal to three percentage points plus the prime rate charged from time to time by Chase Manhattan Bank, N.A. or the maximum rate of interest from time to time permitted under applicable law.
142537
|
MPW Industrial
As referenced in this Aircraft Lease Agreement:
MPW Industrial Services Group, Inc –
{DOCUMENT}
{TYPE}EX-10.A
{SEQUENCE}3
{FILENAME}l00863aexv10wa.txt
{DESCRIPTION}EXHIBIT 10(A)
{TEXT}
{PAGE}
EXHIBIT 10(a)
AIRCRAFT LEASE AGREEMENT
between
Miramonte Aviation, LLC
as LESSOR
and
MPW Industrial Services Group, Inc .
as LESSEE
Dated: May 12, 2003
To the extent, if any, this instrument constitutes chattel paper under the UCC,
no security interest herein may be created through the transfer _____________
MPW Industrial Services Group, Inc – PAGE}
AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT ("Lease") dated as of May 14, 2003 by and
between Miramonte Aviation, LLC, an Ohio limited liability company (hereinafter
called "Lessor"), and MPW Industrial Services Group, Inc ., an Ohio corporation
(hereinafter called "Lessee"). (Words or phrases having initial capitals which
are not otherwise defined have the meanings set forth in Section 19.)
W I T N _____________
MPW Industrial Services Group, Inc – for first class certified
mail, return receipt requested, addressed as follows:
If to Lessor: Miramonte Aviation, LLC
Attn; Mr. Monte Black
9711 Lancaster Rd.
Hebron, OH 43025
If to Lessee: MPW Industrial Services Group, Inc .
Attn: Mr. Rick Kahle
9711 Lancaster Rd.
Hebron, OH 43025
or to such other address as Lessor or Lessee, may from time to time designate in
writing.
15
{PAGE}
_____________
MPW Industrial Services Group, Inc – LEASE IN THE AIRCRAFT AT ALL TIMES.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of
May 12, 2003.
{TABLE}
{S} {C}
(Lessor) Miramonte Aviation, LLC (Lessee) MPW Industrial Services Group, Inc .
(Address)_______________________
_______________________
_______________________
By: /s/ Monte R. Black By: /s/ Richard R. Kahle
Title: Member Title: VP-CFO
{/TABLE}
17
{PAGE}
EXHIBIT A
AIRCRAFT LEASE SCHEDULE
Aircraft Lease _____________
MPW
Industrial Services Group, Inc – Title: VP-CFO
{/TABLE}
17
{PAGE}
EXHIBIT A
AIRCRAFT LEASE SCHEDULE
Aircraft Lease Agreement, dated as of May 12, 2003.
This Aircraft Lease Schedule is entered into by and between MPW
Industrial Services Group, Inc . (Lessee) and Miramonte Aviation, LLC (Lessor).
Lessor and Lessee hereby agree to append this Aircraft Lease Schedule
and all exhibits, attachments, schedules and tables thereto (the "Schedule") to
the _____________
dt 1501424
;
Chase Manhattan
As referenced in this Aircraft Lease Agreement:
Chase Manhattan Bank, – until paid at the lesser
of the rate equal to three percentage points plus the prime rate charged from
time to time by Chase Manhattan Bank, N.A. or the maximum rate of interest from
time to time permitted under applicable law.
3
{PAGE}
4. DELIVERY AND ACCEPTANCE
_____________
dt 101724
;
| Miramonte Aviation, LLC
|
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Aircraft Lease Agreement
Aircraft Lease Agreement (97K)
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AIRCRAFT LEASE AGREEMENT dated as of 2/8/02 ("AGREEMENT")
This Agreement (together with all supplements, exhibits and schedules hereto hereinafter referred to as the "LEASE") is between GENERAL ELECTRIC CAPITAL CORPORATION, with an office at 2400 E. KATELLA AVENUE SUITE 800, ANAHEIM, CA 92806 (together with its successors and assigns, if any "LESSOR") and TERAYON COMMUNICATION SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware with its mailing address and chief place of business at 2952 BUNKER HILL LANE, SANTA CLARA, CA 95054 (hereinafter called "LESSEE").
1. LEASING:
(a) Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the aircraft, including the airframe, engines and all appurtenant equipment and property (together hereinafter the "AIRCRAFT") described in Annex A.
(b) Lessor shall purchase the Aircraft from the manufacturer or supplier thereof ("SUPPLIER") and lease it to Lessee if on or before the Last Delivery Date (specified in Annex B) Lessor receives each of the following documents in form and substance satisfactory to Lessor: (i) a copy of this Lease executed by Lessee, (ii) unless Lessor shall have delivered its purchase order for the Aircraft or received a bill of sale for the Aircraft in the name of Lessor (and in form and substance satisfactory to Lessor), the Purchase Document(s) Assignment and Consent in the form of Annex C, with copies of the purchase order or other purchase documents attached thereto; (iii) copies of insurance policies or, at Lessor's option, such other evidence of insurance which complies with the requirements of Section 10, (iv) evidence of an N number for the Aircraft together with an assignment of the rights thereto to Lessor; (v) evidence that the Aircraft has been duly certified as to type and airworthiness by the Federal Aviation Administration ("FAA"); (vi) evidence that Lessor's designated FAA escrow agent (which may be FAA counsel) has received in escrow the executed bill of sale and AC Form 8050-1 Aircraft Registration Form (except for the pink copy which shall be available to be placed on the Aircraft upon acceptance thereof), and an executed duplicate of this Lease all in proper form for filing with the FAA; (vii) resolution of Lessee authorizing this Lease in the form of Annex D; (viii) a completed inspection and/or survey with respect to the Aircraft in accordance with the requirements set forth in the Certificate of Acceptance; and (ix) such other documents as Lessor may reasonably request. Lessor's obligation to lease the Aircraft hereunder is further conditioned upon (1) the cost to Lessor of the acquisition of the Aircraft not exceeding the Capitalized Lessor's Cost stated on Annex A; (2) upon delivery of the Aircraft, Lessee's execution and delivery to Lessor of a Certificate of Acceptance in the form of Annex E; and (3) filing of all necessary documents with, and the acceptance thereof by, the FAA.
(c) Lessor hereby appoints Lessee its agent for inspection and acceptance of the Aircraft from the Supplier. Once the Certificate of Acceptance has been signed, Lessee may not cancel this Lease.
2. TERM, RENT AND PAYMENT:
(a) The rent ("RENT") payable for the Aircraft and Lessee's right to use the Aircraft begins on the date Lessee signs the Certificate of Acceptance ("COMMENCEMENT DATE"). The term ("TERM") of this Lease shall commence on the Commencement Date and shall continue, unless earlier terminated pursuant to the provisions of this Lease, until and including the Expiration Date stated in Annex B. If any Term is extended or renewed, the word "TERM" shall be deemed to refer to all extended or renewal Terms, and all provisions of this Lease shall apply during any such extension or renewal Terms, except as may be otherwise specifically provided in writing.
(b) Lessee shall pay rent to Lessor at its address stated above, except as otherwise directed by Lessor. Rent payments shall be in the amount, payable at such intervals and due in accordance with the provisions of Annex B. (Each payment of Rent is hereinafter referred to as a "RENT PAYMENT".) If one or more Advance Rent is payable, such Advance Rent shall be (i) set forth on Annex B and due in accordance with the provisions of Annex B, and (ii) when received by Lessor, applied to the first Basic Term for Rent Payment as set forth on Annex B and the balance, if any, to the final Rent Payment(s), in inverse order of maturity. In no event shall any Advance Rent or any other Rent Payment be refunded to Lessee. If Rent is not paid within ten (10) days of its due date, Lessee agrees to pay a late charge of five cents ($.05) per dollar on, and in addition to, the amount of such Rent but not exceeding the lawful maximum, if any.
3. RENT ADJUSTMENT:
(a) If, solely as a result of Congressional enactment of any law (including, without limitation, any modification of, or amendment or addition to, the Internal Revenue Code of 1986, as amended, ("CODE")), the maximum effective corporate income tax rate (exclusive of any minimum tax rate) for calendar-
142538
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CSI
As referenced in this Aircraft Lease Agreement:
COMMUNICATIONS SYSTEMS, INC – WHEREOF, Lessee and Lessor have caused this Lease to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION TERAYON COMMUNICATIONS SYSTEMS, INC .
By: /s/ Leah A. Smith By: /s/ ZAKI RAKIB
_____________________ ________________________________
Name: Leah A. Smith Name: ZAKI RAKIB
___________________ ______________________________
Title: Senior Risk Manager Title: CEO
__________________ ___________________________
{PAGE}
_____________
Communications Systems, Inc – 16 13.0267
17 12.6724
18 12.2613
19 11.8787
20 7.7593
Initials: /s/ [Illegible] /s/ ZAKI RAKIB
---------------- ----------------
Lessor Lessee
{PAGE}
ANNEX C
BILL OF SALE
Terayon Communications Systems, Inc . (the "SELLER"), in consideration of the sum
of Nineteen Million Five Hundred Thousand Dollars ($19,500,000.00), plus
applicable sales taxes, paid by General Electric Capital Corporation (the
" _____________
dt 1551346
;
Terayon
As referenced in this Aircraft Lease Agreement:
TERAYON
COMMUNICATION SYSTEMS, – LEASE") is between GENERAL ELECTRIC CAPITAL
CORPORATION, with an office at 2400 E. KATELLA AVENUE SUITE 800, ANAHEIM, CA
92806 (together with its successors and assigns, if any "LESSOR") and TERAYON
COMMUNICATION SYSTEMS, INC., a corporation organized and existing under the
laws of the State of Delaware with its mailing address and chief place of
business at 2952 BUNKER HILL LANE, SANTA _____________
Terayon Communication Systems, – TO
AIRCRAFT LEASE AGREEMENT, DATED 2/8 , 2002
----- ---
This Addendum (this "ADDENDUM") amends and supplements the above-referenced
Aircraft Lease Agreement (the "LEASE"), between General Electric Capital
Corporation ("LESSOR") and Terayon Communication Systems, Inc. ("LESSEE"), and
is hereby incorporated into the Lease as though fully set forth therein.
Capitalized terms not otherwise defined herein shall have the meaning set forth
in the _____________
TERAYON COMMUNICATION SYSTEMS, – IN THE MAINTENANCE SECTION OF LEASE)
(a) Four-by-six inch plaque to be maintained in cockpit and affixed in
conspicuous position stating:
GENERAL ELECTRIC CAPITAL CORPORATION Owner and Lessor.
TERAYON COMMUNICATION SYSTEMS, INC. Lessee under a certain
Lease dated as of 2/8/02 ,
------------
has operational control of this aircraft.
(b) Similar markings shall be permanently affixed to each engine.
Initials:
_____________
TERAYON COMMUNICATION SYSTEMS, – Illegible]
------------------------- -------------------------
{PAGE}
*AIRC0007*
ANNEX B
DATED THIS Feb 8, 2002
----------------
TO AIRCRAFT LEASE AGREEMENT
DATED AS OF Feb 8, 2002
---------------
Lessor & Mailing Address: Lessee & Mailing Address:
GENERAL ELECTRIC CAPITAL CORPORATION TERAYON COMMUNICATION SYSTEMS, INC.
2400 E. KATELLA AVENUE SUITE 800 2952 BUNKER HILL LANE
ANAHEIM, CA 92806 SANTA CLARA, CA 95054
Capitalized terms not defined herein shall have the meanings assigned to _____________
TERAYON COMMUNICATION
SYSTEMS, – WHEREOF, Lessee and Lessor have caused this Annex B to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION TERAYON COMMUNICATION
SYSTEMS, INC.
By: /s/ Leah A. Smith By: /s/ Zaki Rakib
------------------- ------------------
Name: Leah A. Smith Name: Zaki Rakib
------------------ ----------------
Title: Senior Risk Manager Title: CEO
-------------------- ---------------
ATTEST
By: /s/ Robert Schoergold
---------------------
Name: _____________
dt 1444277
;
| |
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Aircraft Lease Agreement
Aircraft Lease Agreement (31K)
Doc #142544: Click preview link for longer preview.
AIRCRAFT LEASE AGREEMENT
This Aircraft Lease Agreement ("Agreement") is made effective as of January 22, 2001 ("Effective Date"), between GCI Communication Corp., an Alaska corporation ("GCI" and "Lessee") and 560 Company, Inc. an Alaska corporation ("Lessor").
560 Company, Inc. is the Lessor and owner of the following-described aircraft, together with all equipment and accessories attached thereto or used in connection therewith (collectively, "Aircraft"):
Make/model: Cessna Citation V (C560) Registration: N560ER Serial no.: 560-0003 Engines: Pratt & Whitney JT15D-5A Serial no.: Left 108003 Right 108535
Lessee desires to use the Aircraft, and Lessor is willing to allow Lessee to use the Aircraft, for the terms and purposes, and on the terms and conditions, set forth in this Agreement.
Now, therefore, Lessor and Lessee agree as follows.
1. Location and Use of Aircraft. The Aircraft is physically located in Alaska as of the Effective Date. Lessor hereby grants to Lessee the right to use the Aircraft on the terms and conditions set forth in this Agreement.
2. Term. The initial term of this Agreement shall be for thirty (30) days and shall commence on the Effective Date. The lease shall automatically continue on a month to month basis unless terminated pursuant to any provision of this Agreement. Either Lessee or Lessor may terminate this Agreement upon one hundred twenty (120) days' written notice as set forth in Section 17, and as follows: If GCI elects to terminate this Agreement, Lessor may within five (5) business days of the date of such notice provide GCI with written notice of Lessor's intent to put the Aircraft up for sale. Then, this Agreement shall terminate upon the earlier of (i) the sale date, or (ii) one hundred and twenty (120) days from the date of GCI's termination notice. If the Agreement is not terminated within ninety (90) days from the date of GCI's termination notice, then Lessor shall rebate any rental payment for the period after the ninetieth (90) day until the date of the lease termination to GCI on the same date and in addition to the deposit described in Section 3(C). Additionally, Lessor shall rebate to GCI all costs GCI incurs hereunder beginning on the ninety-first (91st) day after the termination notice. If Lessor fails to give notice of its intent to sell the Aircraft within such five (5) business days, then this Agreement shall terminate ninety (90) days from the date of GCI's written notice of its intent to terminate.
142544
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GCI
As referenced in this Aircraft Lease Agreement:
General Communication,
Inc – otherwise provided herein.
B. In addition to the monthly payment, GCI shall grant to Lessor
an option to purchase 250,000 shares of General Communication,
Inc ., Class A Common Stock, no par value, at $6.50 per share,
in the form set forth as Exhibit A hereto.
C. _____________
dt 276305
;
GCI Communication Corp.;
| 560 Company, Inc.
|
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Aircraft Lease Agreement [Form]
Aircraft Lease Agreement [Form] (320K)
Doc #142546: Click preview link for longer preview.
[FORM OF AIRCRAFT LEASE AGREEMENT]
--------------------------------------------------------------------------------
LEASE AGREEMENT
[(N_____)]
DATED AS OF APRIL 25, 2000
BETWEEN
ATLAS FREIGHTER LEASING III, INC., Lessor
and
ATLAS AIR, INC., Lessee
--------------------------------
One Boeing B747-200 Aircraft U.S. Registration No. [N_____] Manufacturer's Serial No. [____]
---------------------------------
--------------------------------------------------------------------------------
THE LESSOR HAS ASSIGNED TO THE AGENT CERTAIN OF ITS RIGHT, TITLE AND INTEREST IN AND TO THIS LEASE. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL EXECUTED COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY THE AGENT ON THE SIGNATURE PAGE HEREOF.
{PAGE} TABLE OF CONTENTS
{TABLE} {CAPTION} Page ---- {S} {C} SECTION 1. Definitions......................................................................................... 1
SECTION 2. Acceptance and Lease................................................................................ 22
SECTION 3. Term and Rent....................................................................................... 22
(a) Term and Basic Rent..................................................................................... 22 (b) Adjustments to Basic Rent............................................................................... 22 (c) Supplemental Rent....................................................................................... 22 (d) Payments in General..................................................................................... 23 (e) Minimum Rent............................................................................................ 23 (f) Prepayment of Rent Payments:............................................................................ 23
SECTION 4. Certain Representations and Warranties.............................................................. 24
SECTION 5. Lessee's Representations and Warranties............................................................. 25
SECTION 6. Lessee's Affirmative Covenants...................................................................... 30
SECTION 7. Lessee's Negative Covenants......................................................................... 37
SECTION 8. Return of the Aircraft.............................................................................. 51
(a) Condition Upon Return................................................................................... 51 (b) Overhaul and Repair..................................................................................... 52 (c) Repairs................................................................................................. 52 (d) Modifications........................................................................................... 52 (e) Airworthiness Directives................................................................................ 52 (f) Return of the Engines................................................................................... 52 (g) Deferred Maintenance.................................................................................... 52 (h) Corrosion Treatment..................................................................................... 52 (i) Manuals................................................................................................. 52 (j) Storage Upon Return..................................................................................... 53 (k) Severable Parts......................................................................................... 53 (l) Survival................................................................................................ 53 (m) Deregistration and Export............................................................................... 53
SECTION 9. Liens .............................................................................................. 54
SECTION 10. Registration, Maintenance and Operation; Possession and Subleases; Insignia........................ 54
(a) Maintenance and Operation............................................................................... 54 {/TABLE}
(i) {PAGE} {TABLE} {CAPTION} Page ---- {S} {C} (b) Possession.............................................................................................. 56 (c) Insignia................................................................................................ 58 (d) Holding Out............................................................................................. 59 (e) No Pledging of Credit................................................................................... 59 (f) Title................................................................................................... 59 (g) Information and Records................................................................................. 60
SECTION 11. Replacement and Pooling of Parts; Alterations, Modifications and Additions......................... 60
SECTION 12. Indemnities........................................................................................ 62
SECTION 13. Event of Loss...................................................................................... 63
SECTION 14. Insurance.......................................................................................... 65
SECTION 15. Assignment......................................................................................... 68
SECTION 16. Events of Default.................................................................................. 68
SECTION 17. Remedies .......................................................................................... 72
SECTION 18. Lessee's Cooperation Concerning Certain Matters.................................................... 74
SECTION 19. Notices ........................................................................................... 75
SECTION 20. Net Lease, True Lease, etc......................................................................... 75
SECTION 21. Purchase Option.................................................................................... 76
(a) Purchase Option......................................................................................... 76 (b) Notice of Purchase...................................................................................... 77
SECTION 22. Lessor's Right to Perform for Lessee............................................................... 77
SECTION 23. Miscellaneous...................................................................................... 77
SECTION 24. Security for Lessor's Obligations.................................................................. 78 {/TABLE}
(ii) {PAGE} SCHEDULES
SCHEDULE 5(a)(iii) Subsidiaries
SCHEDULE 7(a)(4) Indebtedness
SCHEDULE 7(b) Existing Liens
SCHEDULE 7(c)(v) Investments
SCHEDULE 7(d)(4) Contingent Obligations
EXHIBITS
EXHIBIT A Form of Lease Supplement
EXHIBIT B Basic Rent Schedule
EXHIBIT C Stipulated Loss Value Schedule
EXHIBIT D Compliance Certificate
(ii) {PAGE} LEASE AGREEMENT
LEASE AGREEMENT dated as of April 25, 2000, between ATLAS FREIGHTER LEASING III, INC., a Delaware corporation (the "Lessor"), and ATLAS AIR, INC., a Delaware corporation (the "Lessee").
W I T N E S S E T H :
WHEREAS, the Lessee desires to lease from the Lessor and the Lessor is willing to lease to the Lessee the Aircraft upon the terms and subject to the conditions of this Lease;
WHEREAS, the Lessor and the Lessee desire that this be a net lease;
WHEREAS, the Lessor has incurred certain Loans under the Credit Agreement in connection with the Aircraft to be leased pursuant to the terms of this Lease and other similar aircraft and spare engines to be leased pursuant to the other Leases:
WHEREAS, the Lessor and the Lessee desire that this Lease be, and be treated as, a Lease for federal income tax purposes.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the Lessor and the Lessee hereby agree as follows:
SECTION 1. Definitions. All capitalized terms used herein shall have the respective meanings set forth in this section.
"ACCEPTABLE ALTERNATE AIRFRAME" means a Boeing 747-200 that is in a cargo configuration capable of immediate operation in the business of the Lessee and has a maximum gross takeoff weight of at least 800,000 pounds and is of the equivalent or greater residual value, condition, utility, airworthiness, and remaining useful life and that shall have been maintained, serviced, repaired and overhauled in substantially the same manner as required under this Lease without in any way discriminating against such airframe.
"ACCEPTABLE ALTERNATE ENGINE" means a General Electric CF6-50E2 engine or an engine of the same or another manufacturer of equivalent or greater residual value, condition, utility, airworthiness, and remaining useful life and suitable for installation and use on the Airframe; provided, that such engine shall be of the same make, model and manufacturer as the other engines installed on the Airframe, shall be an engine of a type then being utilized by Lessee on other Boeing 747-200 aircraft operated by Lessee, and shall have been maintained, serviced, repaired and overhauled in substantially the same manner as required under this Lease without in any way discriminating against such engine.
"ACMI CONTRACT" means (i) any contract entered into by the Lessee pursuant to which the Lessee furnishes the aircraft, crew, maintenance and insurance and customers bear all other operating expenses and (ii) any similar contract in which the customer provides the flight crew, all substantially in accordance with the Lessee's historical practices.
142546
|
Atlas Air
As referenced in this Aircraft Lease Agreement [Form]:
Atlas Air Worldwide Holdings, – means that certain Amendment No. 3,
Consent No. 7, and Waiver No. 4 to Credit Agreement, dated as of June 14, 2002,
among Atlas Air Worldwide Holdings, Inc., Atlas Air, Inc., Atlas Freighter
Leasing II, Inc., Atlas Freighter Leasing III, Inc., the lenders party thereto,
and Deutsche Bank Trust _____________
Atlas Air Worldwide Holdings, – under Section 16(v).
"HOLDING COMPANY SUBSIDIARY" means any Subsidiary of a Holding Company
other than the Lessee and its Subsidiaries.
"HOLDINGS" means Atlas Air Worldwide Holdings, Inc., a Delaware
corporation.
"HOLDINGS GUARANTY" means each Guaranty, dated as of October 30, 2001,
given by Holdings to and for the _____________
dt 91985
;
McGraw-Hill Companies
As referenced in this Aircraft Lease Agreement [Form]:
McGraw-Hill Companies,
Inc – legal
defeasance), sinking fund or similar payment with respect to, any Designated
Indebtedness.
"S&P" means Standard & Poor's, a division of the McGraw-Hill Companies,
Inc .
"SECURITIES" means any stock, shares, partnership interests, voting
trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, _____________
dt 310760
;
|
Bankers Trust
As referenced in this Aircraft Lease Agreement [Form]:
Bankers Trust – as
borrower, the lenders listed therein, and Deutsche Bank Trust Company Americas
(formerly known as Bankers Trust Company), as administrative agent, without
giving effect to any amendments, modifications, supplements or waivers thereof.
" Bankers
Trust – listed therein from
time to time and Deutsche Bank Trust Company Americas (formerly known as Bankers
Trust Company), as Administrative Agent for the Lenders, as such agreement may
be amended, modified, waived, Bankers Trust
– size, and bearing the legend
"Owned by Atlas Freighter Leasing III, Inc., and Mortgaged to Bankers Trust
Company, as the Agent" or such other legend, as shall in the opinion of
dt 44237
;
DB Trust
As referenced in this Aircraft Lease Agreement [Form]:
Deutsche Bank Trust Co – the Fourth Amended and
Restated Credit Agreement dated as of April 25, 2000, among the Lessee, as
borrower, the lenders listed therein, and Deutsche Bank Trust Co mpany Americas
(formerly known as Bankers Trust Company), as administrative agent, without
giving effect to any amendments, modifications, supplements or waivers thereof.
"AMENDED _____________
Deutsche Bank Trust Co – Agreement, dated as of April
25, 2000, by and among the Lessor, as borrower, the Lenders listed therein from
time to time and Deutsche Bank Trust Co mpany Americas (formerly known as Bankers
Trust Company), as Administrative Agent for the Lenders, as such agreement may
be amended, modified, waived, or _____________
Deutsche Bank Trust Co – Atlas Air Worldwide Holdings, Inc., Atlas Air, Inc., Atlas Freighter
Leasing II, Inc., Atlas Freighter Leasing III, Inc., the lenders party thereto,
and Deutsche Bank Trust Co mpany Americas.
"CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement, futures contract, option contract, synthetic cap or other similar
agreement or _____________
DEUTSCHE BANK TRUST CO – Title:
ATLAS AIR, INC.,
Lessee
By__________________________________
Name:
Title:
Receipt of this original counterpart of this Lease Supplement is hereby
acknowledged on _________, 20__.
DEUTSCHE BANK TRUST CO MPANY
AMERICAS,
as Agent
By__________________________________
Name:
Title:
{PAGE}
EXHIBIT B
to
Lease Agreement
BASIC RENT
[Confidential information intentionally deleted from FAA-filed counterpart]
{ _____________
dt 113757
;
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Aircraft Lease Agreement
Aircraft Lease Agreement (288K)
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AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT, dated as of December 14, 2002 (the "Effective Date"), between WELLS FARGO BANK NORTHWEST, National Association, a national banking association organized and existing under the laws of the United States of America, with its principal place of business at 79 South Main Street, Salt Lake City, Utah 84111, United States of America, not in its individual capacity but solely as Owner Trustee ("Lessor") and UNITED BREWERIES HOLDINGS, LTD., a North Carolina corporation, with its registered office at 212 N. McDowell Street, Suite 210, Charlotte, NC 28204 ("Lessee").
WITNESSETH:
WHEREAS, Lessee desires to lease from Lessor and Lessor is willing to lease to Lessee the Aircraft upon the terms and conditions set forth in this Lease.
NOW, THEREFORE, in consideration of the mutual covenants herein set forth, Lessor and Lessee hereby agree as follows:
1. DEFINITIONS, CONSTRUCTION AND INTERPRETATION
The capitalized terms used in this Lease (including in the paragraphs above) shall have the meanings specified in Schedule 1. The rules of construction and interpretation used in this Lease are also specified in Schedule 1.
2. DELIVERY AND ACCEPTANCE
2.1. Time and Place
Subject to the satisfaction of the conditions set forth in Clause 2.3, Lessor shall deliver the Aircraft to Lessee on the Delivery Date at the Delivery Location or at such other location as may be mutually agreed. Subject to satisfaction of the conditions set forth in Clause 2.4, Lessee shall accept the Aircraft by executing the Certificate of Acceptance and delivering the same to Lessor and upon Lessor's countersignature on the Certificate of Acceptance the Aircraft shall become subject to this Lease. Execution and delivery by Lessee of the Certificate of Acceptance shall constitute conclusive proof of Lessee's unconditional acceptance of the Aircraft for lease under this Lease without any reservation whatsoever. The date of the Certificate of Acceptance shall be the Delivery Date of the Aircraft.
It is anticipated that the Delivery Date of the Aircraft will be the Anticipated Delivery Date. Lessor agrees to notify Lessee of any event of which it becomes aware which would cause a change in the Delivery Date. Lessee acknowledges and agrees that the Delivery Date may be delayed and that Lessor shall not be responsible for any losses, (including loss of profit) costs or
142548
|
UBICS
As referenced in this Aircraft Lease Agreement:
UBICS, Inc. – 5630
Fax: (801) 246-5053
with a copy to:
UBICS Holding Company
300 Delaware Avenue
Suite 1704
Wilmington, Delaware 19801
Tel: 724.746.6001
Fax: 724.746.4103
Attn: President
UBICS, Inc.
333 Technology Drive
Suite 210
Cannonsburg, PA 15317
Tel: 724.746.6001
Fax: 724-746-4103
-39-
{PAGE}
Pepper Hamilton, LLP
500 Grant Street
50/th/ Floor
Pittsburgh, PA _____________
dt 1451019
;
Pepper Hamilton
As referenced in this Aircraft Lease Agreement:
Pepper Hamilton – Suite 210
Cannonsburg, PA 15317
Tel: 724.746.6001
Fax: 724-746-4103
-39-
{PAGE}
Pepper Hamilton , LLP
500 Grant Street
50/th/ Floor
Pittsburgh, PA 15219-2502
Attn: David Lowe,
dt 32988
;
| Wells Fargo Bank Northwest, National Association;
United Breweries Holdings, Ltd.
|
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Aircraft Lease Agreement
Aircraft Lease Agreement (49K)
Doc #169074: Click preview link for longer preview.
AIRCRAFT LEASE AGREEMENT THIS AIRCRAFT LEASE AGREEMENT is made as of August 15, 2003 and is BETWEEN:
(1) AFS Investments [ ] LLC, a limited liability company organized under the Laws of the State of Delaware having its principal place of business and chief executive office at 201 High Ridge Road, Stamford, Connecticut 06927 (Lessor); and
(2) AirTran Airways, Inc., a company incorporated under the Laws of the State of Delaware having its principal place of business and chief executive office at 9955 AirTran Boulevard, Orlando, Florida 32827 (Lessee). WHEREAS:
(A) Lessee wishes to lease the Aircraft (as defined below) from Lessor, and Lessor wishes to lease the Aircraft to Lessee, on the terms and subject to the conditions provided herein;
(B) Aviation Financial Services Inc. (AFSI), an Affiliate of Lessor, and Lessee have entered into the Common Terms Agreement (as defined below) in respect of aircraft that may be leased from time to time by Lessee or one of its Affiliates from Lessor or one of its Affiliates; and
(C) Lessor and Lessee wish to incorporate by reference such Common Terms Agreement, as well as Schedules A and B attached hereto, into this Aircraft Lease Agreement for the Aircraft and a true and complete copy of such Common Terms Agreement is attached hereto as Schedule C; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. INTERPRETATION
1.1 Definitions: In this Aircraft Lease Agreement, the following capitalized words and expressions have the respective meanings set forth below: AD Compliance Period means 90 days after the Return Occasion. Aircraft means the Boeing B737-700 aircraft (which term includes, where the context admits, a separate reference to all Engines, Parts and Aircraft Documents and Records), with two (2) CFM56-7B20 Engines, all as more completely described on Schedule A hereto. -2-
Airframe Structural Check and Assumed Ratio have the meanings specified in Schedule B. Airframe Supplemental Rent, Annual Supplemental Rent Adjustment and APU Supplemental Rent have the meanings specified in Schedule B. Common Terms Agreementor CTA means the Aircraft Lease Common Terms Agreement dated as of August 15, 2003 executed by AFSI and Lessee (as in effect on the date hereof without, unless Lessor and Lessee otherwise expressly agree, giving any effect to any subsequent amendment, supplement, waiver or other modification thereto), and which forms part of this Aircraft Lease Agreement. Delivery Condition Requirements means the requirements specified in Part II of Schedule A. Delivery Location means Seattle, Washington, or such other location within the continental US as shall be mutually acceptable to Lessor and Lessee. Deposit means all amounts payable pursuant to Section 3.1 hereof. Discount Rate has the meaning specified in Schedule B. Early Termination Date has the meaning specified in Section 2.4 hereof. Engine Refurbishment has the meaning specified in Schedule B. Engine Agreed Value has the meaning specified in Schedule B. Engine Supplemental Rent and Engine LLP Supplemental Rent have the meanings specified in Schedule B. Extended Expiry Date means (i) with respect to the First Extension Option, the date that corresponds to the Scheduled Expiry Date in the 12th month after the Scheduled Expiry Date; (ii) with respect to the Second Extension Option, the date that corresponds to the Scheduled Expiry Date in the 24th month after the Scheduled Expiry Date; (iii) with respect to the Third Extension Option, the date that corresponds to the Scheduled Expiry Date in the 36th month after the Scheduled Expiry Date; and (iv) with respect to the Fourth Extension Option, the date that corresponds to the Scheduled Expiry Date in the 3rd month after the then applicable Scheduled Expiry Date. Extension Option means any of the extension options granted to Lessee pursuant to Section 2.3 hereof.
169074
|
AirTran
As referenced in this Aircraft Lease Agreement:
AirTran Holdings, – is 365 days after the last day of the Scheduled Delivery Month.
GECC means General Electric Capital Corporation, a Delaware Corporation.
Guarantor means AirTran Holdings, Inc.
Habitual Base means the United States of America or, subject to the prior written consent of Lessor, any other country or _____________
dt 91491
;
DB Trust
As referenced in this Aircraft Lease Agreement:
Deutsche Bank Trust Co – Terms Agreement, Lessors bank account and wire transfer particulars, to which all payments to Lessor shall be made, are at the date hereof: Deutsche Bank Trust Co mpany, New York, ABA Number 021-001-033, for the account of GE Capital Aviation Services, Inc., as Manager, for credit to AFS _____________
dt 113826
;
| AFS Investments 54 LLC;
AirTran Airways, Inc.
|
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Aircraft Lease
Aircraft Lease (109K)
Doc #250104: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-10.2 {SEQUENCE}11 {FILENAME}ex_10-2.txt {TEXT} EXHIBIT 10.2 -------------
AIRCRAFT LEASE (MSN 650-0084)
DATED AS OF AUGUST ___, 2003
BETWEEN
SOUTHWEST CARTAGE, INC. AS LESSOR
AND
ELITE FLIGHT SOLUTIONS, INC. AS LESSEE
This is Counterpart No. __ of a total of 3 counterparts. Only Counterpart No. 1 shall be considered chattel paper for purposes of the Uniform Commercial Code and a security interest may be perfected only by possession of Counterpart No. 1.
TABLE OF CONTENTS
SECTION 1 Lease and Acceptance of Aircraft SECTION 2 Conditions to Closing SECTION 3 Term and Rent SECTION 4 Quiet Possession and Use SECTION 5 Disclaimer and Assignment of Warranties SECTION 6 Representations, Warranties and Agreements of Lessee SECTION 7 Net Lease SECTION 8 Taxes SECTION 9 Compliance and Use SECTION 10 Loss or Damage SECTION 11 Indemnification SECTION 12 Assignment and Sublease SECTION 13 Events of Default SECTION 14 Remedies SECTION 15 Notices SECTION 16 Miscellaneous SECTION 17 Amendments SECTION 18 Truth in Leasing EXHIBIT A - Definitions Lease Supplement No. 1 Schedule No. 1 to Lease Supplement No. 1 Schedule No. 2 to Lease Supplement No. 1 Schedule No. 2-A to Lease Supplement No. 1 * Lease Supplement No. 2 Insurance Addendum Maintenance Addendum
* To be deleted from FAA filing copy and copy of lease to be placed on board the Aircraft
{PAGE}
This AIRCRAFT LEASE (together with all Supplements, Exhibits, Riders and Addenda hereto, the "LEASE") is made and entered into as of August ___, 2003 by and between SOUTHWEST CARTAGE, INC., a Delaware corporation ("LESSOR"), with a place of business at c/o AVPRO, Inc., 900 Bestgate Road, Suite 412, Annapolis, Maryland 21401 and ELITE FLIGHT SOLUTIONS, INC., a Delaware corporation ("LESSEE"), having its principal place of business and chief executive office at 5550 Bee Ridge Road, Suite E-3, Sarasota, Florida 34233. Certain capitalized terms as used in this Lease are defined in EXHIBIT A hereto, and such definitions are hereby incorporated herein and made a part hereof as though set forth herein in full.
SECTION 1. LEASE AND ACCEPTANCE OF AIRCRAFT.
Subject to the satisfaction of each condition set forth in Section 2, Lessor hereby agrees to lease the Aircraft to Lessee and Lessee hereby agrees to lease the same from Lessor for the Term hereof pursuant to the terms and conditions of this Lease.
The execution by Lessee of Lease Supplement No. 1 shall evidence that the Aircraft is leased under, and is subject to all of the terms, provisions and conditions of, this Lease and constitute Lessee's unconditional and irrevocable acceptance of the Aircraft for all purposes of this Lease. Except as may be expressly set forth herein, this Lease is non-cancelable and non-terminable by Lessee.
SECTION 2. CONDITIONS TO CLOSING.
(a) CONDITIONS PRECEDENT. Lessor's obligations to lease the Aircraft to Lessee shall each be subject to and conditioned upon all of the following conditions being satisfied:
(i) Lessor shall have received the Closing Documents set forth on Lease Supplement No. 2 hereto, all in form and substance satisfactory to Lessor.
(ii) Lessee's acceptance of the Aircraft on or before the Acceptance Date.
(iii) In addition to the above listed conditions precedent, Lessee covenants and agrees that upon Lessor's acknowledgment that all the conditions to the lease as aforestated have been satisfied, Lessee shall authorize the release from escrow to Lessor of the documents held by FAA Counsel on behalf of Lessee and shall authorize FAA Counsel to file and record all appropriate documentation with the FAA on the Acceptance Date.
(b) CONDITIONS SUBSEQUENT. Lessee shall comply with the Conditions Subsequent set forth in Lease Supplement No. 2 hereto.
SECTION 3. TERM AND RENT.
(a) The leasing of the Aircraft by Lessor to Lessee shall commence on the Acceptance Date and end on the Expiration Date each as set forth on Schedule No. 2 to Lease Supplement No. 1.
(b) Lessee shall pay to Lessor as basic rent (herein referred to as "BASIC RENT") the following:
(i) On the Acceptance Date, $15,126.65 as and for the costs and expenses incurred by Lessor in connection with any inspections and/or demonstration and test flights conducted by or on behalf of Lessee in connection with this Lease.
(ii) On the First Basic Rent Date and on each Basic Rent Date thereafter, to and including the Last Basic Rent Date, an amount equal to the Basic Rent set forth on Schedule 2-A to Lease Supplement No. 1.
(iii) After the Expiration Date until the payment of the amounts set forth in (e) below, an amount equal to the Basic Rent. Such amount shall be payable from and after the Expiration Date until the payment of the amounts set forth in (e)
- 2 - {PAGE}
below. Such amount shall be payable on the same dates and with the same frequency as Basic Rent was payable during the Term.
(c) In addition, Lessee shall pay to Lessor the following amounts (herein
250104
| Southwest Cartage, Inc.;
| Elite Flight Solutions, Inc.
|
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AIRCRAFT LEASE AGREEMENT
This Aircraft Lease Agreement ("Agreement") is made effective as of January 22,
2001 ("Effective Date"), between GCI Communication Corp., an Alaska corporation
("GCI" and "Lessee") and 560 Company, Inc. an Alaska corporation ("Lessor").
560 Company, Inc. is the Lessor and owner of the following-described aircraft,
together with all equipment and accessories attached thereto or used in
connection therewith (collectively, "Aircraft"):
Make/model: Cessna . . .
399860
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GCI
As referenced in this Aircraft Lease Agreement:
General Communication,
Inc – refunded
to Lessee in full except as otherwise provided herein.
B. In addition to the monthly payment, GCI shall grant to Lessor
an option to purchase 250,000 shares of General Communication,
Inc ., Class A Common Stock, no par value, at $6.50 per share,
in the form set forth as Exhibit A hereto.
C. In addition to the above payments, GCI _____________
dt 1337277
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Aircraft Lease Agreement
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AIRCRAFT LEASE AGREEMENT
dated as of 2/8/02 ("AGREEMENT")
This Agreement (together with all supplements, exhibits and schedules hereto
hereinafter referred to as the "LEASE") is between GENERAL ELECTRIC CAPITAL
CORPORATION, with an office at 2400 E. KATELLA AVENUE SUITE 800, ANAHEIM, CA
92806 (together with its successors and assigns, if any "LESSOR") and TERAYON
COMMUNICATION SYSTEMS, INC., a corporation organized and existing under the
laws of the State of Delaware with its mailing address and chief . . .
591394
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Terayon
As referenced in this Aircraft Lease Agreement:
TERAYON
COMMUNICATION SYSTEMS, – LEASE") is between GENERAL ELECTRIC CAPITAL
CORPORATION, with an office at 2400 E. KATELLA AVENUE SUITE 800, ANAHEIM, CA
92806 (together with its successors and assigns, if any "LESSOR") and TERAYON
COMMUNICATION SYSTEMS, INC., a corporation organized and existing under the
laws of the State of Delaware with its mailing address and chief place of
business at 2952 BUNKER HILL LANE, SANTA _____________
Terayon Communication Systems, – TO
AIRCRAFT LEASE AGREEMENT, DATED 2/8 , 2002
----- ---
This Addendum (this "ADDENDUM") amends and supplements the above-referenced
Aircraft Lease Agreement (the "LEASE"), between General Electric Capital
Corporation ("LESSOR") and Terayon Communication Systems, Inc. ("LESSEE"), and
is hereby incorporated into the Lease as though fully set forth therein.
Capitalized terms not otherwise defined herein shall have the meaning set forth
in the _____________
TERAYON COMMUNICATION SYSTEMS, – IN THE MAINTENANCE SECTION OF LEASE)
(a) Four-by-six inch plaque to be maintained in cockpit and affixed in
conspicuous position stating:
GENERAL ELECTRIC CAPITAL CORPORATION Owner and Lessor.
TERAYON COMMUNICATION SYSTEMS, INC. Lessee under a certain
Lease dated as of 2/8/02 ,
------------
has operational control of this aircraft.
(b) Similar markings shall be permanently affixed to each engine.
Initials:
_____________
TERAYON COMMUNICATION SYSTEMS, – Illegible]
------------------------- -------------------------
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*AIRC0007*
ANNEX B
DATED THIS Feb 8, 2002
----------------
TO AIRCRAFT LEASE AGREEMENT
DATED AS OF Feb 8, 2002
---------------
Lessor & Mailing Address: Lessee & Mailing Address:
GENERAL ELECTRIC CAPITAL CORPORATION TERAYON COMMUNICATION SYSTEMS, INC.
2400 E. KATELLA AVENUE SUITE 800 2952 BUNKER HILL LANE
ANAHEIM, CA 92806 SANTA CLARA, CA 95054
Capitalized terms not defined herein shall have the meanings assigned to _____________
TERAYON COMMUNICATION
SYSTEMS, – WHEREOF, Lessee and Lessor have caused this Annex B to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION TERAYON COMMUNICATION
SYSTEMS, INC.
By: /s/ Leah A. Smith By: /s/ Zaki Rakib
------------------- ------------------
Name: Leah A. Smith Name: Zaki Rakib
------------------ ----------------
Title: Senior Risk Manager Title: CEO
-------------------- ---------------
ATTEST
By: /s/ Robert Schoergold
---------------------
Name: _____________
dt 1734502
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Aircraft Lease Agreement
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873527
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Aircraft Lease Agreement
Aircraft Lease Agreement (90K)
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AIRCRAFT LEASE AGREEMENT
between
Miramonte Aviation, LLC
as LESSOR
and
MPW Industrial Services Group, Inc.
as LESSEE
Dated: May 12, 2003
To the extent, if any, this instrument constitutes chattel paper under the UCC,
no security interest herein may be created through the transfer and/or
possession of any . . .
954524
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