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Master Aircraft Lease Agreement
Master Aircraft Lease Agreement (147K)
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MASTER AIRCRAFT LEASE AGREEMENT
(Steelcase Trust No. 2000-1)
Dated as of May 26, 2000
among
FIRST SECURITY BANK, NATIONAL ASSOCIATION
not in its individual capacity except
as expressly provided herein, but
solely as Certificate Trustee under Steelcase Trust No. 2000-1,
as Lessor,
and
STEELCASE INC.,
as Lessee
CERTAIN OF THE RIGHT, TITLE AND INTEREST OF LESSOR IN AND TO THIS LEASE AND THE
RENT DUE AND TO BECOME DUE HEREUNDER (EXCLUDING THE EXCLUDED AMOUNTS) HAVE BEEN
ASSIGNED AS COLLATERAL SECURITY TO, AND ARE SUBJECT TO A SECURITY INTEREST
GRANTED BY LESSOR, AS DEBTOR, IN FAVOR OF, FIRST SECURITY TRUST COMPANY OF
NEVADA, AS ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS AND CERTIFICATE
HOLDERS, AS SECURED PARTY. INFORMATION CONCERNING SUCH SECURITY INTEREST MAY BE
OBTAINED FROM FIRST SECURITY TRUST COMPANY OF NEVADA, AS ADMINISTRATIVE AGENT,
AT ITS ADDRESS SET FORTH IN THE PARTICIPATION AGREEMENT. SEE SECTION 25.2 OF
THIS LEASE FOR INFORMATION CONCERNING THE RIGHTS OF THE HOLDERS OF THE VARIOUS
COUNTERPARTS HEREOF INCLUDING WITHOUT LIMITATION THE ORIGINAL CHATTEL PAPER COPY
HEREOF.
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TABLE OF CONTENTS
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SECTION 1. Definitions....................................................................................... 1
SECTION 2. Acceptance and Leasing of Aircraft................................................................ 1
SECTION 3. Lease Term and Rent............................................................................... 1
3.1 Lease Term........................................................................................ 1
3.2 Basic Rent........................................................................................ 2
3.3 Supplemental Rent................................................................................. 2
3.4 Manner of Payments................................................................................ 2
SECTION 4. Finance Lease..................................................................................... 3
4.1 Finance Lease..................................................................................... 3
SECTION 5. Disclaimer of Warranties; Quiet Enjoyment......................................................... 4
SECTION 6. Delivery of Aircraft; Condition of Aircraft; Delivery to Lessor................................... 5
6.1 Delivery of Aircraft.............................................................................. 5
6.2 General Condition of Aircraft and Airframes....................................................... 5
6.3 Return of other Engines with Airframe............................................................. 7
6.4 Manuals and Service Bulletin Kits................................................................. 7
6.5 Sale Inspection; Storage.......................................................................... 8
6.6 Injunctive Relief................................................................................. 8
SECTION 7. Liens............................................................................................. 8
SECTION 8. Maintenance; Registration; Subleasing; Operation; Insignia........................................ 9
8.1 Maintenance; Registration; Subleasing............................................................. 9
8.2 Operation......................................................................................... 10
8.3 Insignia.......................................................................................... 11
SECTION 9. Replacement of Parts; Alterations, Modifications and Additions.................................... 11
9.1 Replacement of Parts.............................................................................. 11
9.2 Title to Replaced and Replacement Parts........................................................... 12
9.3 Alterations, Modifications, and Additions......................................................... 12
SECTION 10. Loss, Destruction, Requisition, Etc............................................................... 13
10.1 Risk of Loss, Damage or Destruction............................................................... 13
10.2 Payment of Lease Balance.......................................................................... 13
10.3 Replacement Airframe.............................................................................. 14
10.4 Event of Loss with respect to a Related Engine.................................................... 16
10.5 Application of Other Payments Upon Event of Loss.................................................. 17
10.6 Application of Payments Not Relating to an Event of Loss.......................................... 18
10.7 Requisition for Use............................................................................... 18
10.8 Application of Payments During Existence of Significant Defaults and Lease Events of Default...... 18
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SECTION 11. Insurance......................................................................................... 19
11.1 Bodily injury liability and property damage liability insurance................................... 19
11.2 Insurance against loss or damage to an Aircraft................................................... 19
11.3 Reports, Etc...................................................................................... 20
11.4 Self-Insurance.................................................................................... 20
11.5 Additional Insurance by Lessor and Lessee......................................................... 20
11.6 Indemnification by government in lieu of insurance................................................ 21
11.7 Terms of insurance policies....................................................................... 21
SECTION 12. Inspection........................................................................................ 22
SECTION 13. Events of Default................................................................................. 22
SECTION 14. Remedies.......................................................................................... 23
14.1 Remedies.......................................................................................... 23
SECTION 15. Further Assurances; Expenses...................................................................... 25
15.1 Further Assurances................................................................................ 25
15.2 Expenses.......................................................................................... 25
SECTION 16. Lessor's Right to Perform......................................................................... 25
SECTION 17. Assignment by Lessor.............................................................................. 25
SECTION 18. Net Lease, Etc.................................................................................... 26
SECTION 19. Notices........................................................................................... 27
SECTION 20. Assignment, Sublease or Transfer.................................................................. 27
SECTION 21. Early Termination Options; Obligation to Purchase; Substitution................................... 27
21.1 Early Termination Options......................................................................... 27
21.2 Required Purchase................................................................................. 29
21.3 Replacement of Aircraft........................................................................... 29
SECTION 22. End of Term Options; Early Purchase Options....................................................... 30
22.1 End of Term Options............................................................................... 30
22.2 Election of Options............................................................................... 30
22.3 Renewal Options................................................................................... 31
SECTION 23. Sale Option....................................................................................... 31
23.1 Sale Option Procedures............................................................................ 31
23.2 Sale.............................................................................................. 32
23.3 Application of Sale Proceeds and Recourse Payments in Connection with the Sale Option............. 33
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ii
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SECTION 24. Limitation of Lessor's Liability.................................................................. 33
SECTION 25. Miscellaneous..................................................................................... 34
25.1 Governing Law; Waiver of Jury Trial; Severability................................................. 34
25.2 Execution in Counterparts......................................................................... 35
25.3 Amendments and Waivers............................................................................ 35
25.4 Business Days..................................................................................... 35
25.5 Directly or Indirectly............................................................................ 35
25.6 Uniform Commercial Code........................................................................... 35
25.7 TRUTH IN LEASING.................................................................................. 36
{/TABLE}
EXHIBIT A Lease Supplement
iii
{PAGE}
MASTER AIRCRAFT LEASE AGREEMENT
(Steelcase Trust No. 2000-1)
THIS MASTER AIRCRAFT LEASE AGREEMENT (Steelcase Trust No. 2000-1) is
dated as of May 26, 2000 (as amended, modified, supplemented, restated and/or
replaced from time to time, the "Lease") among FIRST SECURITY BANK, NATIONAL
ASSOCIATION, a national banking association, not in its individual capacity
except as expressly provided herein, but solely as Certificate Trustee under
Steelcase Trust No. 2000-1 (together with its successors and assigns permitted
hereunder, the "Lessor") and STEELCASE INC., a Michigan corporation (together
with its successors and assigns permitted hereunder, "Lessee").
W I T N E S S E T H :
SECTION 1. DEFINITIONS.
Unless the context otherwise requires, all capitalized terms used
herein without definition shall have the respective meanings set forth in
Appendix A of that certain Participation Agreement (Steelcase Trust No. 2000-1)
dated as of the date hereof (the "Participation Agreement"), among the Lessor
(in its individual and trust capacities), Steelcase Inc., as Lessee, First
Security Trust Company of Nevada, in its individual capacity and as
Administrative Agent, Hatteras Funding Corporation, as CP Lender, the persons
named on Schedule I thereto as Certificate Holders, the persons named on
Schedule II thereto as Facility Lenders and Bank of America, National
Association as Administrator, for all purposes of this Lease. The General
Provisions of Appendix A of the Participation Agreement are hereby incorporated
by reference herein.
SECTION 2. ACCEPTANCE AND LEASING OF AIRCRAFT.
Subject to the satisfaction of the conditions set forth in Section 4 of
the Participation Agreement, Lessor agrees to accept delivery of and
simultaneously lease to Lessee hereunder, and Lessee agrees to lease from
Lessor, hereunder, on each Delivery Date the Aircraft delivered on such date as
evidenced by the execution by Lessor and Lessee of a Lease Supplement
(substantially in the form of Exhibit A hereto) covering such Aircraft. Lessor
hereby authorizes Lessee or an authorized representative of Lessee to act on
behalf of Lessor to accept delivery of each Aircraft, all in accordance with
Section 2.3(c) of the Participation Agreement. Lessee hereby agrees that
acceptance of delivery of any Aircraft by it or its authorized representative on
behalf of Lessor shall, without further act, irrevocably constitute acceptance
by Lessee of such Aircraft for all purposes of this Lease.
SECTION 3. LEASE TERM AND RENT.
3.1 LEASE TERM.
The base term of this Lease (the "Base Term") for any Aircraft shall
commence on the Base Term Commencement Date for such Aircraft and, subject to
earlier termination pursuant to
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Sections 10, 14 or 21 shall expire on the Base Term Expiration Date for such
Aircraft. Subject and pursuant to Section 22.1, the Lessee may elect to extend
the Lease of any or all Aircraft in each case for up to two (2) successive
additional one-year terms beyond the respective Base Term for such Aircraft
(each a "Renewal Term"). With respect to any Aircraft, the Base Term together
with any Renewal Term actually entered into shall be referred to herein as the
"Lease Term" for such Aircraft.
3.2 BASIC RENT.
Lessee hereby agrees to pay Basic Rent to Lessor for each Aircraft in
consecutive installments payable in arrears on each Payment Date throughout the
Lease Term of such Aircraft.
3.3 SUPPLEMENTAL RENT.
Lessee hereby agrees to pay to Lessor, or to such other Person to which
such payment shall be required to be paid hereunder or in accordance with the
other Operative Documents, in any case without duplication of amounts paid by
Lessee under any other Operative Document, any and all Supplemental Rent owing
pursuant to any Operative Document, on the date due and owing, or where no due
date is specified, upon written demand by the Person entitled thereto, and in
the event of any failure on the part of Lessee to pay any Supplemental Rent,
Lessor (or such other Person, as the case may be) shall have all rights, powers
and remedies provided for herein or by applicable law or equity or otherwise as
in the case of nonpayment of Basic Rent. In clarification of the foregoing and
not in limitation of Lessee's general obligation to pay all amounts of
Supplemental Rent due and owing by it from time to time, Lessee hereby agrees to
pay as Supplemental Rent (a) on demand, to the extent permitted by Applicable
Laws and Regulations, an amount equal to interest at the applicable Overdue Rate
on (i) any part of any installment of Basic Rent not paid when due for any
period for which the same shall be overdue and (ii) any payment of Supplemental
Rent not paid when due for the period from such due date until the same shall be
paid, (b) an amount equal to the applicable Break Funding Amount, if any,
payable by the Certificate Trustee under the Loan Agreement or the Trust
Agreement, (c) all fees, costs and expenses which are indicated to be paid by
the Certificate Trustee under the Operative Documents and (d) the indemnities
and obligations assumed by the Lessee in Section 7 of the Participation
Agreement.
3.4 MANNER OF PAYMENTS.
All Rent (excluding Excluded Amounts) shall be paid by Lessee to the
Administrative Agent at the Administrative Agent's Payment Office or at such
other account or location in the United States as may be specified by the
Administrative Agent by not less than five (5) Business Days written notice from
time to time hereafter. All Rent and other amounts payable hereunder from time
to time shall be paid by Lessee in funds consisting of lawful currency of the
United States, which shall be immediately available to the recipient not later
than 11:00 A.M. (Eastern time) on the date of such payment. Subsequent to the
discharge of the Loan Agreement pursuant to its terms, and receipt by Lessee of
written notification thereof from the Administrative Agent, all Rent payable to
the Administrative Agent pursuant to the first sentence of this Section 3.4
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Steelcase
As referenced in this Master Aircraft Lease Agreement:
STEELCASE INC – among
FIRST SECURITY BANK, NATIONAL ASSOCIATION
not in its individual capacity except
as expressly provided herein, but
solely as Certificate Trustee under Steelcase Trust No. 2000-1,
as Lessor,
and
STEELCASE INC .,
as Lessee
CERTAIN OF THE RIGHT, TITLE AND INTEREST OF LESSOR IN AND TO THIS LEASE AND THE
RENT DUE AND TO BECOME DUE HEREUNDER (EXCLUDING THE EXCLUDED AMOUNTS)
_____________
STEELCASE INC – its individual capacity
except as expressly provided herein, but solely as Certificate Trustee under
Steelcase Trust No. 2000-1 (together with its successors and assigns permitted
hereunder, the "Lessor") and STEELCASE INC ., a Michigan corporation (together
with its successors and assigns permitted hereunder, "Lessee").
W I T N E S S E T H :
SECTION 1. DEFINITIONS.
Unless the context otherwise
_____________
Steelcase Inc – Appendix A of that certain Participation Agreement (Steelcase Trust No. 2000-1)
dated as of the date hereof (the "Participation Agreement"), among the Lessor
(in its individual and trust capacities), Steelcase Inc ., as Lessee, First
Security Trust Company of Nevada, in its individual capacity and as
Administrative Agent, Hatteras Funding Corporation, as CP Lender, the persons
named on Schedule I thereto
_____________
STEELCASE INC – capacity except as expressly provided
herein, but solely as Certificate Trustee
under Steelcase Trust No. 2000-1
By: /s/ Val T. Orton
-------------------------------------
Name: Val T. Orton
Title: Vice President
LESSEE:
STEELCASE INC .
By: /s/ Alwyn Rougier-Chapman
-------------------------------------
Name: Alwyn Rougier-Chapman
Title: Sr. VP - Finance and CFO
*Receipt of the original counterpart of the foregoing Lease is hereby
acknowledged on this
_____________
Steelcase Inc – its
individual capacity except as expressly provided herein, but solely as
Certificate Trustee under Steelcase Trust No. 2000-1 (together with its
successors and assigns permitted hereunder, the "Lessor"), and Steelcase Inc ., a
Michigan corporation (together with its successors and assigns permitted under
the Lease referred to below, the "Lessee");
W I T N E S S E T H:
Lessor
_____________
dt 1490980
;
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 BofA
As referenced in this Master Aircraft Lease Agreement:
Bank of America, Na – as
Administrative Agent, Hatteras Funding Corporation, as CP Lender, the persons
named on Schedule I thereto as Certificate Holders, the persons named on
Schedule II thereto as Facility Lenders and Bank of America, Na tional
Association as Administrator, for all purposes of this Lease. The General
Provisions of Appendix A of the Participation Agreement are hereby incorporated
by reference herein.
SECTION 2. ACCEPTANCE AND
_____________
dt 1558215
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Preview
Full Doc
| 2001 |
Master Aircraft Lease Agreement
Master Aircraft Lease Agreement (43K)
Doc #368513: Click preview link for longer preview.
MASTER AIRCRAFT LEASE AGREEMENT
WITH OPTION TO PURCHASE
This MASTER AIRCRAFT LEASE AGREEMENT WITH OPTION TO PURCHASE (hereinafter
referred to as the "Agreement") is made and entered into as of the 30th day of
September, 2001 (the "Effective Date") by and among Global Air Rescue, Inc.
("GAR"), a Delaware Corporation, and Air Response North, Inc. ("ARN"), a Florida
Corporation (hereinafter collectively referred to as "Lessors") and Global Air
Charter, Inc., (hereinafter . . .
368513
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CyberCare
As referenced in this Master Aircraft Lease Agreement:
CyberCare, Inc – under this Agreement the charges due under this Agreement, subject to the
provisions of paragraph 4.1 herein. All amounts and payments shall be paid to
Lessors in care of CyberCare, Inc ., 2500 Quantum Lakes Drive, Suite 1000,
Boynton Beach, Florida, Attn.: Mr. Arthur Kobrin, or at such other place or
places as Lessors may from time to time designate by
_____________
CyberCare, Inc – certified mail, return receipt requested, postage prepaid,
addressed to the party at the following address:
If to Lessors:
Global Air Rescue, Inc., and/or
Air Response North, Inc.
c/o CyberCare, Inc .
2500 Quantum Lakes Drive, Ste. 1000
Boynton Beach, FL 33426
Attn.: President
9
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Attn.: Arthur Kobrin
If to Lessee:
Global Air Charter, Inc.
7211 South Peoria Street, Suite
_____________
dt 1551462
;
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Textron
As referenced in this Master Aircraft Lease Agreement:
Textron, Inc – Lessee should
Lessee elect to exercise its option to purchase the Aircraft.
14.2 The total purchase price for the Aircraft shall be the
"Payoff" amount, to be determined by Textron, Inc . ("Textron"), in United
States Dollars, calculated for the month during which Lessee elects to
exercise its option to purchase the Aircraft. The payoff amount shall be equal
to the
_____________
Textron,
inc – during which Lessee elects to
exercise its option to purchase the Aircraft. The payoff amount shall be equal
to the amount required to payoff any indebtedness owed by Lessor to Textron,
inc luding all principal, interest, and pre-payment penalties, if any, in
connection with Lessor's financing and/or acquisition of the Aircraft.
14.3 Should Lessee elect to purchase the
_____________
dt 1363088
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