Preview
Full Doc
 | 2003 |
Aircraft General Terms Agreement
Aircraft General Terms Agreement (138K)
Doc #161523: Click preview link for longer preview.
AIRCRAFT GENERAL TERMS AGREEMENT NUMBER AGTA-CQT
between
The Boeing Company
and
AirTran Airways, Inc.
Relating to
BOEING AIRCRAFT
This Aircraft General Terms Agreement Number AGTA-CQT (AGTA) between The Boeing Company, including its wholly-owned subsidiary McDonnell Douglas Corporation, (Boeing) and AirTran Airways, Inc. (Customer) will apply to all Boeing aircraft contracted for purchase from Boeing by Customer after the effective date of this AGTA.
Article 1. Subject Matter of Sale.
1.1 Aircraft. Boeing will manufacture and sell to Customer and Customer will purchase from Boeing aircraft under purchase agreements that incorporate the terms and conditions of this AGTA. Boeing will manufacture the aircraft in accordance with the applicable Detail Specification (as amended from time to time) set forth in, or attached as an exhibit to, an applicable purchase agreement.
1.2 Buyer Furnished Equipment. Exhibit A, Buyer Furnished Equipment Provisions Document to the AGTA, contains the obligations of Customer and Boeing with respect to equipment, parts, accessories and other items purchased and provided by Customer, which Boeing will, at no additional charge to Customer except as otherwise provided in this AGTA, the applicable purchase agreement or any applicable letter agreement between Boeing and the Customer, receive, inspect, store, and install in an aircraft before delivery to Customer. Such equipment, for purposes of this AGTA, is defined as Buyer Furnished Equipment (BFE).
1.3 Customer Support. Exhibit B, Customer Support Document to the AGTA, contains the obligations of Boeing relating to Materials (as defined in Part 3 thereof), training, services, and other things in support of aircraft.
1.4 Product Assurance. Exhibit C, Product Assurance Document to the AGTA, contains the obligations of Boeing and the suppliers of equipment installed in each aircraft at delivery or provided thereafter pursuant to such Product Assurance Document relating to warranties, patent indemnities, software copyright indemnities, service life policies, Boeing interface commitments and other things and matters set forth therein.
- 1 -
Article 2. Price, Taxes, and Payment.
2.1 Price.
2.1.1 Airframe Price is defined as the price of the airframe for a specific model of aircraft described in a purchase agreement. (For Models 717-200, 737-600, 737-700, 737-800, 737-900, 777-200X and 777-300X the Airframe Price includes the engine price at its basic thrust level.)
2.1.2 Optional Features Prices are defined as the prices for optional features selected by Customer for a specific model of aircraft described in a purchase agreement.
2.1.3 Engine Price is defined as the price set by the engine manufacturer for a specific engine to be installed on the model of aircraft described in a purchase agreement (not applicable to Models 717-200, 737-600, 737-700, 737-800, 737-900, 777-200X and 777-300X).
2.1.4 Aircraft Basic Price is defined as the sum of the Airframe Price, Optional Features Prices, and the Engine Price, if applicable.
2.1.5 Escalation Adjustment is defined as the price adjustment to the Airframe Price (which includes the basic engine price for Models 717-200, 737-600, 737-700 737-800, 737-900, 777-200X and 777-300X) and the Optional Features Prices resulting from the calculation using the economic price formula contained in the Airframe and Optional Features Escalation Adjustment supplemental exhibit to the applicable purchase agreement. The price adjustment to the Engine Price for all other models of aircraft will be calculated using the economic price formula in the Engine Escalation Adjustment supplemental exhibit to the applicable purchase agreement.
2.1.6 Advance Payment Base Price is defined as the estimated price of an aircraft rounded to the nearest thousand U.S. dollars, as of the date of signing a purchase agreement, for the scheduled month of delivery of such aircraft using commercial forecasts of the Escalation Adjustment. The sole purpose of such Advance Payment Base Price is for the calculation of the amounts of the advanced payment in respect of the Aircraft.
2.1.7 Aircraft Price is defined as the total amount Customer is to pay for an aircraft at the time of delivery, which is the sum of the Aircraft Basic Price, the Escalation Adjustment, and other price adjustments made by the parties pursuant to the applicable purchase agreement, in any exhibit or supplement thereto, any side letter or any other written agreement executed by Boeing and the Customer, which specifically affects the Aircraft Price of an aircraft.
2.2 Taxes.
2.2.1 Taxes. Taxes are defined as all taxes, fees, charges, or duties and any interest, penalties, fines, or other additions to tax, including, but not limited to sales, use, value added, gross receipts, stamp, excise, transfer, and similar taxes imposed by any domestic or foreign taxing authority, arising out of or in connection with the performance of the applicable purchase agreement or the sale, delivery, transfer, or storage of any aircraft, BFE, or other things furnished under the applicable purchase agreement. Except for U.S. federal or California State
- 2 -
income taxes imposed on Boeing or Boeings assignee, and Washington State business and occupation taxes imposed on Boeing or Boeings assignee, Customer will be responsible for and pay all Taxes. Customer is responsible for filing all tax returns, reports, declarations and payment of any taxes related to or imposed on BFE.
2.2.2 Reimbursement of Boeing. Customer will promptly reimburse Boeing on demand, net of additional taxes thereon, for any Taxes that are imposed on and paid by Boeing or that Boeing is responsible for collecting.
2.3 Payment.
2.3.1 Advance Payment Schedule. Customer will make advance payments to Boeing for each aircraft in the amounts and on the dates indicated in the schedule set forth in the applicable purchase agreement.
2.3.2 Payment at Delivery. ***
2.3.3 Form of Payment. Customer will make all payments to Boeing by unconditional wire transfer of immediately available funds in United States Dollars in a bank account in the United States designated by Boeing in writing.
2.3.4 Monetary and Government Regulations. Customer is responsible for complying with all monetary control regulations and for obtaining necessary governmental authorizations related to its payment hereunder.
Article 3. Regulatory Requirements and Certificates.
3.1 Certificates. Boeing will manufacture each aircraft to conform to the appropriate Type Certificate issued by the United States Federal Aviation Administration (FAA) for the specific model of aircraft and will obtain from the FAA and furnish to Customer (at no additional charge to Customer) at delivery of each aircraft either a Standard Airworthiness Certificate or an Export Certificate of Airworthiness issued pursuant to Part 21 of the Federal Aviation Regulations.
3.2 FAA or Applicable Regulatory Authority Manufacturer Changes.
3.2.1 A Manufacturer Change is defined as any change to an aircraft, data relating to an aircraft, or testing of an aircraft required by the FAA to obtain a Standard Airworthiness Certificate, or by the country of import and/or registration to obtain an Export Certificate of Airworthiness.
161523
| Airtran Airways, Inc.;
| Airtran Holdings Inc
|
Preview
Full Doc
| 2001 |
Master Aircraft Lease Agreement with Option to Purchase
Master Aircraft Lease Agreement with Option to Purchase (43K)
Doc #142569: 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 referred to as "Lessee"), together, the "Parties."
WHEREAS, Lessee desires to lease aircraft for use in its business, and
is a licensed and certificated air carrier under the provisions of Federal
Aviation Regulations Part 135, 14 C.F.R. Section 135 ET. SEQ. (hereinafter
"Part 135" or "135"); and
WHEREAS, Lessors desire to lease to Lessee and Lessee desires to lease
from Lessors any number of those certain aircraft (collectively referred to
herein as the "Aircraft") described herein below, subject to the requirements
of Federal Aviation Regulations 14 C.F.R. Sections 91 and/or 135 and the
provisions and conditions contained herein, and
WHEREAS, Lessors desire to grant Lessee an option to purchase the
Aircraft, and Lessors wish to sell, convey, or otherwise transfer to Lessee
all of Lessors' right, title, and interest in the Aircraft should Lessee
exercise said right to purchase, at Lessee's sole and absolute discretion; and
WHEREAS, Lessors are the registered owner of the Aircraft, and have the
right to lease and/or convey the Aircraft, together with the engines, and all
appliances, parts, instruments, avionics and appurtenances thereto, including
any replacement part(s) or engine(s) which may be installed on the Aircraft
from time to time, and all logs, manuals, and other records relating to the
Aircraft,
NOW THEREFORE, the Parties hereby agree as follows:
1. DEFINITIONS
1.1 "Flight Hours" as used herein shall mean those flight hours
during which the Aircraft are used in flight as recorded in the Aircrafts'
flight log and maintenance records for each flight leg, segment, or daily
accrued total of flight hours.
142569
|
CyberCare
As referenced in this Master Aircraft Lease Agreement with Option to Purchase:
CyberCare, – 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
_____________
CyberCare, – 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
{Page}
Attn.: Arthur Kobrin
If to Lessee:
Global
_____________
dt 225170
;
Textron
As referenced in this Master Aircraft Lease Agreement with Option to Purchase:
Textron, – and assigns of each Lessor and the Lessee.
11.2.3. In the event Lessor should default in any of its
obligations to Textron, as that entity is defined in Section 14.2 herein, then,
in that event, Lessor shall assign this Agreement, its rights and
_____________
Textron. – entity is defined in Section 14.2 herein, then,
in that event, Lessor shall assign this Agreement, its rights and obligations
hereunder, to Textron.
11.3 WAIVER OF BREACH.
The waiver by Lessor of any breach of any provision of this Agreement
shall not constitute a
_____________
Textron, – 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.
_____________
"Textron" – 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
_____________
Textron, – option to purchase the Aircraft. The payoff amount shall be equal
to the amount required to payoff any indebtedness owed by Lessor to Textron,
including all principal, interest, and pre-payment penalties, if any, in
connection with Lessor's financing and/or acquisition of the Aircraft.
_____________
dt 93347
;
Global Air Rescue, Inc.;
| Air Response North, Inc.;
Global Air Charter, Inc.;
Cyber Care Inc.
|
Preview
Full Doc
| 2001 |
Aircraft Lease Agreement with Option to Purchase
Aircraft Lease Agreement with Option to Purchase (37K)
Doc #142570: Click preview link for longer preview.
AIRCRAFT LEASE AGREEMENT
WITH OPTION TO PURCHASE
This 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 between Global Air Rescue, Inc.
("GAR"), a Delaware Corporation (hereinafter referred to as "Lessor") and Global
Air Charter, Inc., a Florida Corporation (hereinafter referred to as "Lessee"),
together, the "Parties."
WHEREAS, Lessee desires to lease an aircraft for use in its
business, and is a licensed and certificated air carrier under the
provisions of Federal Aviation Regulations Part 135, 14 C.F.R. Section 135
ET. SEQ. (hereinafter "Part 135" or "135"); and
WHEREAS, Lessor desires to lease to Lessee and Lessee desires to lease
from Lessor that certain aircraft (the "Aircraft") described herein below,
subject to the requirements of Federal Aviation Regulations 14 C.F.R. Sections
91 and/or 135 and the provisions and conditions contained herein, and
WHEREAS, Lessor desires to grant Lessee an option to purchase the
Aircraft, and Lessor wishes to sell, convey, or otherwise transfer to Lessee all
of Lessor's right, title, and interest in the Aircraft should Lessee exercise
said right to purchase, at Lessee's sole and absolute discretion; and
WHEREAS, Lessor is the registered owner of the Aircraft, and has the right
to lease and/or convey the Aircraft, together with the engines, and all
appliances, parts, instruments, avionics and appurtenances thereto, including
any replacement part(s) or engine(s) which may be installed on the Aircraft from
time to time, and all logs, manuals, and other records relating to the Aircraft,
NOW THEREFORE, the Parties hereby agree as follows:
1. DEFINITIONS
1.1 "Flight Hours" as used herein shall mean those flight hours
during which the Aircraft is used in flight as recorded in the Aircraft's flight
log and maintenance records for each flight leg, segment, or daily accrued total
of flight hours.
1.2 "Flight" as used herein shall mean any flight during which the
Aircraft is operated pursuant to this Agreement.
1.3 "FAA" as used herein shall mean the Federal Aviation
Administration.
142570
|
CyberCare
As referenced in this Aircraft Lease Agreement with Option to Purchase:
CyberCare, – this Agreement, subject to the
provisions of paragraph 4.1 herein. All amounts and payments shall be paid to
Lessor in care of CyberCare, Inc., 2500 Quantum Lakes Drive, Suite 1000, Boynton
Beach, Florida, 33426, Attn.: Mr. Arthur Kobrin, or such other place or places
as
_____________
CyberCare, – mail, return receipt requested, postage prepaid,
addressed to the party at the following address:
If to Lessor:
Global Air Rescue, Inc.
c/o CyberCare, Inc.
2500 Quantum Lakes Drive, Suite 1000
Boynton Beach, Florida 33426
Attn.: Arthur Kobrin
If to Lessee:
Global Air Charter, Inc.
7211
_____________
dt 225171
;
Textron
As referenced in this Aircraft Lease Agreement with Option to Purchase:
Textron, – representatives,
successors and assigns of Lessor and Lessee.
11.2.3. In the event Lessor should default in any of its
obligations to Textron, as that entity is defined in Section 14.2 herein, then,
in that event, Lessor shall assign this Agreement, its rights and
_____________
Textron. – entity is defined in Section 14.2 herein, then,
in that event, Lessor shall assign this Agreement, its rights and obligations
hereunder, to Textron.
11.3 WAIVER OF BREACH.
The waiver of the Parties of any breach of any provision of
this Agreement shall not constitute
_____________
Textron, – 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.
_____________
"Textron" – 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
_____________
Textron, – option to
purchase the Aircraft. The payoff amount shall be equal to the amount required
to payoff any indebtedness owed by Lessor to Textron, including all principal,
interest, and pre-payment penalties, if any, in connection with Lessor's
financing and/or acquisition of the Aircraft.
_____________
dt 93348
;
Global Air Rescue, Inc.;
| Global Air Charter, Inc.;
Cyber Care Inc.
|
Preview
Full Doc
| 2001 |
Aircraft Lease Agreement
Aircraft Lease Agreement (37K)
Doc #368514: Click preview link for longer preview.
WITH OPTION TO PURCHASE
This 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 between Global Air Rescue, Inc.
("GAR"), a Delaware Corporation (hereinafter referred to as "Lessor") and Global
Air Charter, Inc., a Florida Corporation (hereinafter referred to as "Lessee"),
together, the "Parties."
WHEREAS, Lessee desires to lease an aircraft for use . . .
368514
|
CyberCare
As referenced in this Aircraft Lease Agreement:
CyberCare, Inc – this Agreement the monthly charge due under this Agreement, subject to the
provisions of paragraph 4.1 herein. All amounts and payments shall be paid to
Lessor in care of CyberCare, Inc ., 2500 Quantum Lakes Drive, Suite 1000, Boynton
Beach, Florida, 33426, Attn.: Mr. Arthur Kobrin, or such other place or places
as Lessor may from time to time designate by
_____________
CyberCare, Inc – Postal Service, first-class,
registered or certified mail, return receipt requested, postage prepaid,
addressed to the party at the following address:
If to Lessor:
Global Air Rescue, Inc.
c/o CyberCare, Inc .
2500 Quantum Lakes Drive, Suite 1000
Boynton Beach, Florida 33426
Attn.: Arthur Kobrin
If to Lessee:
Global Air Charter, Inc.
7211 South Peoria Street, Suite 200
Englewood, Colorado 80122
_____________
dt 1551463
;
|
Textron
As referenced in this 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 1363089
|
Preview
Full Doc
| 2000 |
Return Compensation Agreement (in Respect of Aircraft Operating Lease Agreements)
Return Compensation Agreement (in Respect of Aircraft Operating Lease Agreements) (8K)
Doc #112704: Click preview link for longer preview.
RETURN COMPENSATION AGREEMENT
dated as of December 6, 1999
in respect of
AIRCRAFT OPERATING LEASE AGREEMENTS
NO. 524, NO. 525, NO. 135 and NO. 136
between
FIRST SECURITY BANK, N.A., formerly known as
FIRST SECURITY BANK OF UTAH, N.A.,
not in its individual capacity
but solely as owner trustee, as
Lessor
and
MIDWAY AIRLINES CORPORATION, as
Lessee
and
DEBIS AIRFINANCE B.V., as
Beneficial Owner.
Aircraft: Fokker 100 (F28 Mk 0100)
Serial Nos. 11321, 11323, 11329 and 11330
{PAGE}
Return Compensation Agreement (this "Agreement"), dated as of December 6, 1999,
by and between:
(1) debis AirFinance B.V., a company incorporated under the laws of The
Netherlands, having its principal place of business at Evert van de
Beekstraat 22, 1118 CL Schiphol Airport, The Netherlands ("debis AF");
(2) Midway Airlines Corporation, a company incorporated under the laws of the
State of Delaware, having its principal place of business at 2801 Slater
Road, Suite 200, Morrisville, North Carolina 27560 ("Midway" or "Lessee");
and
(3) First Security Bank, N.A., formerly known as First Security Bank of Utah,
N.A., a national banking association existing pursuant to the laws of the
United States, having its principal place of business at 79 South Main
Street, Salt Lake City, Utah 84130-0007, not in its individual capacity
(except as expressly set forth in the Leases) but solely as Owner Trustee
under the Trust Agreement ("Trustee" or "Lessor").
WHEREAS, debis AF is the beneficial owner of each of the four (4) aircraft
identified in Exhibit A attached hereto (each, a "300-Series Aircraft" and
collectively, the "300-Series Aircraft"), by virtue of its ownership of all the
outstanding and issued shares of the special purpose companies which are the
owners of the Aircraft identified by Serial Numbers 11321, 11323, 11329 and
11330; and
WHEREAS, the Trustee and Midway are parties to those certain Aircraft Operating
Lease Agreements No. 524, No. 525, No. 135 and No. 136, each covering one of the
Aircraft (as amended from time to time, each, a "Lease" and collectively, the
"Leases");
WHEREAS, on behalf of debis AF, the Trustee has commenced an action against
Midway entitled First Security Bank, N.A. v. Midway Airlines, Inc. 99 CIV.3248
(SAS)(RLE) now pending in the United States District Court for the Southern
District of New York (the "Action") which claims, inter alia, that Midway owes
the Lessor certain moneys in connection with the return of the 300-Series
Aircraft; and
WHEREAS, Midway has asserted a claim against the Lessor and debis AF with
respect to certain excess Maintenance Funds to which it claims to be entitled;
and
WHEREAS, Midway, debis AF and the Trustee desire to settle the Action on the
terms and conditions set forth herein:
NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Definitions
Terms which are capitalized but not defined herein shall have the
meaning ascribed to such terms in the Leases.
112704
| First Security Bank, N.A.;
First Security Bank of Utah, N.A.;
| Debis Airfinance B.V.;
Midway Airlines Corp.
|
Preview
Full Doc
| 2000 |
Option Agreement (in Respect of Aircraft Operating Lease Agreements)
Option Agreement (in Respect of Aircraft Operating Lease Agreements) (7K)
Doc #112705: Click preview link for longer preview.
OPTION AGREEMENT
dated as of December 6, 1999
in respect of
AIRCRAFT OPERATING LEASE AGREEMENTS
NO. 111, NO. 112, NO. 113 and NO. 114
each dated as of November 11, 1993
between
FIRST SECURITY BANK, N.A., formerly known as
FIRST SECURITY BANK OF UTAH, N.A.,
not in its individual capacity
but solely as owner trustee, as
Lessor
and
MIDWAY AIRLINES CORPORATION, as
Lessee
and
DEBIS AIRFINANCE B.V., as
Beneficial Owner.
Aircraft: Fokker 100 (F28 Mk 0100)
Serial Nos./RN: 11444/N103ML
(respectively) 11445/N104ML
11475/N105ML
11477/N106ML
{PAGE}
Option Agreement (this "Agreement"), dated as of December 6, 1999, by and
between:
(1) debis AirFinance B.V., a company incorporated under the laws of The
Netherlands, having its principal place of business at Evert van de
Beekstraat 22, 1118 CL Schiphol Airport, The Netherlands ("debis AF");
(2) Midway Airlines Corporation, a company incorporated under the laws of the
State of Delaware, having its principal place of business at 2801 Slater
Road, Suite 200, Morrisville, North Carolina 27560 ("Midway" or "Lessee");
and
(3) First Security Bank, N.A., formerly known as First Security Bank of Utah,
N.A., a national banking association existing pursuant to the laws of the
United States, having its principal place of business at 79 South Main
Street, Salt Lake City, Utah 84130-0007, not in its individual capacity
(except as expressly set forth in the Leases) but solely as Owner Trustee
under the Trust Agreement ("Trustee" or "Lessor").
WHEREAS, debis AF is the beneficial owner of each of the four (4) aircraft
identified in Exhibit A attached hereto (each, an "Aircraft" and collectively,
the "Aircraft"), by virtue of its ownership of all the outstanding and issued
shares of the special purpose companies which are the owners of the Aircraft
identified by Serial Numbers 11445 and 11475 and otherwise by virtue of its
direct beneficial ownership of the Aircraft identified by Serial Numbers 11444
and 11477; and
WHEREAS, the Trustee and Midway are parties to those certain Aircraft Operating
Lease Agreements No. 111, No. 112, No. 113 and No. 114, each covering one of the
Aircraft and each dated as of November 11, 1993 (as amended from time to time,
each, a "Lease" and collectively, the "Leases"); and
WHEREAS, Midway wishes to purchase an option to terminate the Leases prior to
the current termination dates as provided in Exhibit B hereto;
NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
112705
| First Security Bank, N.A.;
First Security Bank of Utah, N.A.;
| Debis Airfinance B.V.;
Midway Airlines Corp.
|
Preview
Full Doc
| 2000 |
Lease Termination and Compensation Agreement
Lease Termination and Compensation Agreement (32K)
Doc #112706: Click preview link for longer preview.
LEASE TERMINATION AND COMPENSATION AGREEMENT
in respect of
AIRCRAFT OPERATING LEASE AGREEMENTS
NO. 111, NO. 112, NO. 113 and NO. 114
each dated as of November 11, 1993
between
FIRST SECURITY BANK, N.A., formerly known as
FIRST SECURITY BANK OF UTAH, N.A.,
not in its individual capacity
but solely as owner trustee, as
Lessor
and
MIDWAY AIRLINES CORPORATION, as
Lessee
and
DEBIS AIRFINANCE B.V., as
Beneficial Owner.
Aircraft: Fokker 100 (F28 Mk 0100)
Serial Nos./RN: 11444/N103ML
(respectively) 11445/N104ML
11475/N105ML
11477/N106ML
{PAGE}
Lease Termination and Compensation Agreement (this "Agreement") by and between:
(1) debis AirFinance B.V., a company incorporated under the laws of The
Netherlands, having its principal place of business at Evert van de
Beekstraat 22, 1118 CL Schiphol Airport, The Netherlands ("debis AF");
(2) Midway Airlines Corporation, a company incorporated under the laws of the
State of Delaware, having its principal place of business at 2801 Slater
Road, Suite 200, Morrisville, North Carolina 27560 ("Midway" or "Lessee");
and
(3) First Security Bank, N.A., formerly known as First Security Bank of Utah,
N.A., a national banking association existing pursuant to the laws of the
United States, having its principal place of business at 79 South Main
Street, Salt Lake City, Utah 84130-0007, not in its individual capacity
(except as expressly set forth in the Leases) but solely as Owner Trustee
under the Trust Agreement ("Trustee" or "Lessor").
WHEREAS, debis AF is the beneficial owner of each of the four (4) aircraft
identified in Exhibit A attached hereto (each, an "Aircraft" and collectively,
the "Aircraft"), by virtue of its ownership of all the outstanding and issued
shares of the special purpose companies which are the owners of the Aircraft
identified by Serial Numbers 11445 and 11475 and otherwise by virtue of its
direct beneficial ownership of the Aircraft identified by Serial Numbers 11444
and 11477; and
WHEREAS, the Trustee and Midway are parties to those certain Aircraft Operating
Lease Agreements No. 111, No. 112, No. 113 and No. 114 , each covering one of
the Aircraft and each dated as of November 11, 1993 (as amended from time to
time, each, a "Lease" and collectively, the "Leases"); and
WHEREAS, Midway, debis AF and the Trustee desire to enter into certain
agreements with respect to and/or modifications of the Leases and with respect
to certain other matters, subject to the terms and conditions of this Agreement.
NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. Definitions
Terms which are capitalized but not defined herein shall have the meaning
ascribed to such terms in the Leases.
2. Revised Expiry Dates; Return of Aircraft
(a) Notwithstanding anything to the contrary contained in any Leases,
Section 1.27 of each Lease is amended so that the Expiry Date shall be
any of February 1, 2001, March 1, 2001, May 1, 2001 or June 1, 2001
(provided, however, that each Lease shall have a different Expiry
Date) which such Expiry Date with respect to each Lease shall be
provided by Midway to Lessor no later than January 1, 2001.
(b) Each Lease is amended by deleting Section 16.1 thereof in its entirety
and substituting therefor:
16.1 (a) On the Expiry Date or upon earlier termination of the Term
(unless a Casualty Occurrence shall have occurred with respect to the
Aircraft), Lessee shall, at its own expense, redeliver the Aircraft to
Lessor at the Redelivery Location or such other airport as is mutually
acceptable to the parties, free and clear of all liens and
encumbrances (including Permitted Liens other than Lessor Liens) and
thereupon cause the Aircraft to
112706
| First Security Bank, N.A.;
First Security Bank of Utah, N.A.;
| Debis Airfinance B.V.;
Midway Airlines Corp.
|
Preview
Full Doc
| 2000 |
Lease Agreement [Deferred Equity / Prepaid-Deferred Rent Structure]
Lease Agreement [Deferred Equity / Prepaid-Deferred Rent Structure] (199K)
Doc #112721: Click preview link for longer preview.
LEASE AGREEMENT
(US Airways, Inc. Trust No. N___U_)
Dated as of
________ __, ____
Between
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
Not in its individual capacity except as expressly
provided herein, but solely as Owner Trustee,
Lessor
and
US AIRWAYS, INC.,
Lessee
One Airbus Model A330 Aircraft
---------------------------------------------------------------------------
As set forth in Section 21 hereof, Lessor has assigned to the Indenture
Trustee (as defined herein) 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, which shall be identified as the
counterpart containing the receipt therefor executed by the Indenture
Trustee on the signature page thereof.
THIS AGREEMENT HAS BEEN PREPARED BASED UPON THE ASSUMPTION THAT BOTH SERIES
G AND SERIES C EQUIPMENT NOTES WILL BE ISSUED. IF SERIES C EQUIPMENT NOTES
ARE NOT ISSUED ON A PARTICULAR CLOSING DATE, THIS AGREEMENT SHALL BE
MODIFIED TO REMOVE REFERENCES TO SERIES C EQUIPMENT NOTES AND TO MAKE OTHER
RELATED CHANGES.
TABLE OF CONTENTS TO LEASE AGREEMENT
SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2. ACCEPTANCE AND LEASE . . . . . . . . . . . . . . . . . . . . 1
SECTION 3. TERM AND RENT . . . . . . . . . . . . . . . . . . . . . . . 1
(a) Basic Term . . . . . . . . . . . . . . . . . . . . . . 1
(b) Basic Rent . . . . . . . . . . . . . . . . . . . . . . 1
(c) Adjustments to Basic Rent . . . . . . . . . . . . . . . 2
(d) Supplemental Rent . . . . . . . . . . . . . . . . . . . 3
(e) Payments in General . . . . . . . . . . . . . . . . . . 4
(f) Business Day Convention . . . . . . . . . . . . . . . . 5
SECTION 4. DISCLAIMER; LESSOR'S REPRESENTATIONS, WARRANTIES AND
AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 5
(a) Disclaimer . . . . . . . . . . . . . . . . . . . . . . 5
(b) Representations, Warranties and Covenants of
First Security Bank . . . . . . . . . . . . . . . . . . 6
(c) Lessor's Covenants . . . . . . . . . . . . . . . . . . 6
(d) Manufacturer's Warranties . . . . . . . . . . . . . . . 7
SECTION 5. RETURN OF THE AIRCRAFT. . . . . . . . . . . . . . . . . . . 7
(a) Condition Upon Return . . . . . . . . . . . . . . . . . 7
(b) Parking and Related Matters . . . . . . . . . . . . . . 7
(c) Return of Other Engines . . . . . . . . . . . . . . . . 8
(d) Obligations Continue Until Return . . . . . . . . . . . 8
SECTION 6. LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 7. REGISTRATION, MAINTENANCE, OPERATION AND REGISTRATION;
POSSESSION AND SUBLEASES; INSIGNIA . . . . . . . . . . . . . 9
(a) Registration, Maintenance, Operation and
Registration . . . . . . . . . . . . . . . . . . . . . 9
(1) Registration and Maintenance . . . . . . . . . . . 9
(2) Operation . . . . . . . . . . . . . . . . . . . .10
(3) Reregistration . . . . . . . . . . . . . . . . . .11
(b) Possession and Subleases . . . . . . . . . . . . . . .11
(c) Insignia. . . . . . . . . . . . . . . . . . . . . . . .16
SECTION 8. REPLACEMENT AND POOLING OF PARTS; ALTERATIONS,
MODIFICATIONS AND ADDITIONS . . . . . . . . . . . . . . . .17
(a) Replacement of Parts . . . . . . . . . . . . . . . . .17
(b) Pooling of Parts . . . . . . . . . . . . . . . . . . .18
(c) Alterations, Modifications and Additions . . . . . . .19
(d) Certain Matters Regarding Passenger Convenience
Equipment . . . . . . . . . . . . . . . . . . . . . . .20
SECTION 9. VOLUNTARY TERMINATION . . . . . . . . . . . . . . . . . . .20
(a) Termination Event . . . . . . . . . . . . . . . . . . .20
(b) Optional Sale of the Aircraft . . . . . . . . . . . . .21
(c) Termination as to Engines . . . . . . . . . . . . . . .23
(d) Special Purchase Options . . . . . . . . . . . . . . .24
SECTION 10. LOSS, DESTRUCTION, REQUISITION, ETC. . . . . . . . . . . . .25
(a) Event of Loss with Respect to the Aircraft . . . . . .25
(b) Event of Loss with Respect to an Engine . . . . . . . .27
(c) Application of Payments from Governmental
Authorities for Requisition of Title, etc. . . . . . .28
(d) Requisition for Use of the Aircraft by the
United States Government or the Government of
Registry of the Aircraft . . . . . . . . . . . . . . .29
(e) Requisition for Use of an Engine by the United
States Government or the Government of Registry
of the Aircraft . . . . . . . . . . . . . . . . . . . .30
(f) Application of Payments During Existence of
Event of Default . . . . . . . . . . . . . . . . . . .30
SECTION 11. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . .31
(a) Lessee's Obligation to Insure . . . . . . . . . . . . .31
(b) Additional Insurance by Lessor and Lessee . . . . . . .31
(c) Indemnification by Government in Lieu of Insurance. . .31
(d) Application of Payments During Existence of an
Event of Default . . . . . . . . . . . . . . . . . . .31
SECTION 12. INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . .32
SECTION 13. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . .33
SECTION 14. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . .34
SECTION 15. REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . .36
SECTION 16. LESSEE'S COOPERATION CONCERNING CERTAIN MATTERS;
DELIVERY OF FINANCIAL STATEMENTS . . . . . . . . . . . . . .40
SECTION 17. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . .41
SECTION 18. NO SET-OFF, COUNTERCLAIM, ETC. . . . . . . . . . . . . . . .42
SECTION 19. RENEWAL OPTIONS; PURCHASE OPTIONS; VALUATION . . . . . . . .43
(a) Renewal Options . . . . . . . . . . . . . . . . . . . .43
(1) Fixed Renewal Term . . . . . . . . . . . . . . . .43
(2) Fair Market Renewal Term . . . . . . . . . . . . .43
(3) Waiver . . . . . . . . . . . . . . . . . . . . . .43
(4) Conditions Precedent, Payment of Basic Rent. . . .44
(5) Termination Value . . . . . . . . . . . . . . . .44
(b) Purchase Options . . . . . . . . . . . . . . . . . . .44
(c) Valuation . . . . . . . . . . . . . . . . . . . . . . .45
SECTION 20. BURDENSOME PURCHASE OPTION . . . . . . . . . . . . . . . . .47
SECTION 21. SECURITY FOR LESSOR'S OBLIGATION TO HOLDERS OF
EQUIPMENT NOTES . . . . . . . . . . . . . . . . . . . . . .48
SECTION 22. LESSOR'S RIGHT TO PERFORM FOR LESSEE . . . . . . . . . . . .48
SECTION 23. INVESTMENT OF SECURITY FUNDS; LIABILITY OF LESSOR
LIMITED . . . . . . . . . . . . . . . . . . . . . . . . . . .49
(a) Investment of Security Funds . . . . . . . . . . . . . .49
(b) Liability of Lessor Limited . . . . . . . . . . . . . .49
SECTION 24. JURISDICTION . . . . . . . . . . . . . . . . . . . . . . . .49
SECTION 25. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . .50
SECTION 26. SUCCESSOR TRUSTEE . . . . . . . . . . . . . . . . . . . . . .50
SECTION 27. LEASE FOR U.S. FEDERAL INCOME TAX LAW PURPOSES;
SECTION 1110 OF BANKRUPTCY CODE . . . . . . . . . . . . . . .51
(a) Lease for Federal Income Tax Law Purposes . . . . . . .51
(b) Section 1110 of Bankruptcy Code . . . . . . . . . . . .51
EXHIBITS
EXHIBIT A - FORM OF LEASE SUPPLEMENT
EXHIBIT B - 1 PAST DUE RATE DEFINED
EXHIBIT B - 2 BASIC RENT PAYMENTS
EXHIBIT B - 3 BASIC RENT ALLOCATIONS
EXHIBIT B - 4 LESSOR'S COST
EXHIBIT C - TERMINATION VALUE SCHEDULE
EXHIBIT D - EBO AMOUNT
EXHIBIT E - RENT RECALCULATION AND INDEMNIFICATION VERIFICATION
EXHIBIT F - SCHEDULE OF DOMICILES OF PERMITTED SUBLESSEES
EXHIBIT G - RETURN CONDITIONS
EXHIBIT H - INSURANCE
LEASE AGREEMENT
(US Airways, Inc. Trust No. N___U_)
This LEASE AGREEMENT (US Airways, Inc. Trust No. N___U_), dated as
of __________ __, ____, between FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not in its individual capacity, except as expressly provided herein, but
solely as Owner Trustee under the Trust Agreement (as defined in Annex A
hereto) (in such capacity, "Lessor"), and US AIRWAYS, INC., a corporation
organized and existing pursuant to the laws of the State of Delaware
("Lessee");
W I T N E S S E T H:
Section 1. DEFINITIONS. Capitalized terms used but not defined
herein shall have the respective meanings set forth or incorporated by
reference, and shall be construed and interpreted in the manner described,
in Annex A.
Section 2. ACCEPTANCE AND LEASE. Lessor hereby agrees (subject
to satisfaction of the conditions set forth in Section 4(a) of the
Participation Agreement) to accept the transfer of title from and
simultaneously to lease to Lessee hereunder, and Lessee hereby agrees
(subject to satisfaction of the conditions set forth in Section 4(b) of the
Participation Agreement) to lease from Lessor hereunder, the Aircraft as
evidenced by the execution by Lessor and Lessee of a Lease Supplement
leasing the Aircraft hereunder. Lessee hereby agrees that such acceptance
of the Aircraft by Lessor shall, without further act, irrevocably
constitute acceptance by Lessee of such Aircraft for all purposes of this
Lease.
Section 3. TERM AND RENT.
(a) Basic Term. The Basic Term shall commence on the Delivery
Date and end on the Basic Term Expiration Date.
(b) Basic Rent. On each Rent Payment Date, Basic Rent shall be
due and payable and Lessee shall pay Basic Rent in Dollars in an amount
equal to Lessor's Cost multiplied by the percentage for such Rent Payment
Date specified on Exhibit B-2. Each payment of Basic Rent shall be final
and, absent manifest error, Lessee shall not seek, or claim any right, to
recover all or any part of such payment from Lessor or any other Person for
any reason whatsoever. Basic Rent shall be allocated to each Lease Period
in the amounts set forth for such Lease Period on Exhibit B-3 under the
caption "Basic Rent Allocation." [Each installment of Basic Rent shall be
allocated to the Lease Period(s) specified under the caption "Timing of
Payments of Allocated Rent" on Exhibit B-3.]
(c) Adjustments to Basic Rent.
(i) In the event of a refinancing as contemplated by Section
16 of the Participation Agreement, then the Basic Rent percentages
set forth in Exhibit B, the Termination Value percentages set forth
in Exhibit C and the EBO Amount set forth on Exhibit D shall be
recalculated (upwards or downwards) by the Owner Participant as
contemplated by such Section to (1) maintain the Owner Participant's
Net Economic Return and (2) to the extent possible consistent with
clause (1) hereof, minimize the Net Present Value of Rents to Lessee;
(ii) In the event that Lessee elects to satisfy any indemnity
obligation under the Tax Indemnity Agreement, then the Basic Rent
percentages set forth in Exhibit B, the Termination Value percentages
set forth in Exhibit C and the EBO Amount set forth on Exhibit D
shall be recalculated (upwards or downwards) by the Owner
Participant, using the same methods and assumptions (except to the
extent such assumptions shall be varied to take into account the Loss
(as defined in the Tax Indemnity Agreement) that is the subject of
such indemnification and any prior or contemporaneous Loss) used to
calculate the Basic Rent percentages, the Termination Value
percentages and the EBO Amount on the Delivery Date, in order to (1)
maintain the Owner Participant's Net Economic Return and (2) to the
extent possible consistent with clause (1) hereof, minimize the Net
Present Value of Rents to Lessee.
(iii) Whenever Basic Rent is recalculated pursuant to this
Section 3(c), the Owner Participant shall redetermine the Termination
Value percentages set forth in Exhibit C and the EBO Amount set forth
in Exhibit D in a manner consistent with such recalculation.
(iv) Any recalculation of Basic Rent and Termination Value
percentages pursuant to this Section 3(c) shall be determined by the
Owner Participant and shall be subject to the verification procedures
set forth in Exhibit E hereto. Such recalculated Basic Rent and
Termination Value percentages shall be set forth in a Lease
Supplement or an amendment to this Lease.
(v) Anything contained in the Participation Agreement or this
Lease to the contrary notwithstanding, (I) each installment of Basic
Rent payable, whether or not adjusted in accordance with this Section
3(c), together with any Advance or payment made by Lessee pursuant to
Section 3(g) and payment of Deferred Equity Amount made by the Owner
Participant under Section 7(cc) of the Participation Agreement(1)
shall be, under any circumstances and in any event, in an amount at
least sufficient for Lessor to pay in full, on the date on which such
installment of Basic Rent[, Advance or Deferred Equity Amount](2) is
due, any payments then scheduled to be made on account of the
principal of, if any, and interest on the Equipment Notes and (II)
the amount of Termination Value payable on any Termination Date, Loss
Payment Date or, in the case of payments under Sections 15 and 20,
Rent Payment Date, whether or not adjusted in accordance with this
Section 3(c), together with all other amounts payable hereunder by
Lessee on such date and the amount of the premium, if any, payable by
Lessor on the Equipment Notes, shall be, under any circumstances and
in any event, in an amount at least sufficient for Lessor to pay in
full, on such Termination Date, Loss Payment Date or Rent Payment
Date, the outstanding principal of, premium, if any, and interest on
the Equipment Notes. It is agreed that no installment of Basic Rent,
payment of Termination Value or EBO Amount shall be increased or
adjusted by reason of (i) any attachment or diversion of Rent on
account of (A) Lessor Liens or (B) any Loan Participant Lien or other
Lien on or against the Trust Estate, any part thereof or the
Operative Documents arising as a result of claims against the
Indenture Trustee not related to the transactions contemplated by the
Operative Documents, (ii) any modification of the payment terms of
the Equipment Notes made without the prior written consent of Lessee
or (iii) the acceleration of any Equipment Note or Equipment Notes
due to the occurrence of an Indenture Event of Default which does not
constitute a Lease Event of Default.
112721
|
 Skadden
As referenced in this Lease Agreement [Deferred Equity / Prepaid-Deferred Rent Structure]:
Skadden, – Sublessee), evidencing such transfer, (6)
furnish Lessor with an opinion of counsel (which shall be Skadden, Arps,
Slate, Meagher & Flom LLP or Skadden, Arps, Slate, Meagher & Flom
(Illinois) and, if
Skadden, – with an opinion of counsel (which shall be Skadden, Arps,
Slate, Meagher & Flom LLP or Skadden, Arps, Slate, Meagher & Flom
(Illinois) and, if not, other counsel chosen by Lessee and
dt 34110
;
US Airways Inc.;
| First Security Bank
|
Preview
Full Doc
| 2000 |
Aircraft Lease Extension and Amendment Agreement
Aircraft Lease Extension and Amendment Agreement (17K)
Doc #142582: Click preview link for longer preview.
AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT
Dated as of September 29, 2000
between
POLARIS HOLDING COMPANY
as Lessor
and
FRONTIER AIRLINES, INC.
as Lessee
in respect of
Aircraft Lease Agreement dated as of May 1, 1996
relating to one Boeing 737-2L9 aircraft manufacturer's serial number 22733
THIS AGREEMENT is dated as of September 29, 2000
BETWEEN:
POLARIS HOLDING COMPANY, a company incorporated under the laws of Delaware whose principal office is c/o GE
Capital Aviation Services, Inc., 201 High Ridge Road, Stamford, CT 06927 ("Lessor"); and
FRONTIER AIRLINES, INC., a company incorporated under the laws of Colorado whose headquarters are at 12015
East 46th Avenue, Denver, Colorado 80239 ("Lessee").
WHEREAS:
(A) By an Aircraft Lease Agreement dated as of May 1, 1996 as amended and supplemented by Letter
Agreement No. 1 dated as of May 1, 1996 (as further amended, modified and supplemented from time
to time, the "Lease"), Lessor leased to Lessee and Lessee took on lease one Boeing 737-2L9
aircraft with manufacturer's serial number 22733, together with the engines (each having 750 or
more rated takeoff horsepower) installed thereon, all more fully identified in Schedule 1 hereto,
together with the related parts and equipment (collectively, the "Aircraft") on the terms and
subject to the conditions contained therein.
(B) Interests in the Aircraft and such engines are affected by the Lease and the other instruments
identified (together with information respecting their recordation by the FAA under the Federal
Aviation Act) in Schedule 2 hereto.
(C) Lessor and Lessee wish to enter into this Agreement for the purpose of extending the term of the
Lease and making certain further amendments to the Lease.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions: Capitalised terms used herein but not defined shall have the respective meanings
ascribed to such terms in the Lease. In this Agreement "Extended Lease" means the Lease as
amended by this Agreement.
1.2 Construction: The provisions of Clause 1.2 (Construction) of the Lease shall apply to this
Agreement as if the same were set out in full herein.
142582
|
Frontier
As referenced in this Aircraft Lease Extension and Amendment Agreement:
FRONTIER AIRLINES, –
EXECUTION VERSION
AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT
Dated as of September 29, 2000
between
POLARIS HOLDING COMPANY
as Lessor
and
FRONTIER AIRLINES, INC.
as Lessee
in respect of
Aircraft Lease Agreement dated as of May 1, 1996
relating to one Boeing 737-2L9 aircraft
_____________
FRONTIER AIRLINES, – laws of Delaware whose principal office is c/o GE
Capital Aviation Services, Inc., 201 High Ridge Road, Stamford, CT 06927 ("Lessor"); and
FRONTIER AIRLINES, INC., a company incorporated under the laws of Colorado whose headquarters are at 12015
East 46th Avenue, Denver, Colorado 80239 ("Lessee").
WHEREAS:
(
_____________
FRONTIER AIRLINES, – year first above written.
Signed for and on behalf of
POLARIS HOLDING COMPANY
By: __________________
Title: __________________
Signed for and on behalf of
FRONTIER AIRLINES, INC.
By: __________________
Title: __________________
SCHEDULE 1
DESCRIPTION OF AIRCRAFT
-----------------------
AIRCRAFT: N270FL
Manufacturer: Boeing
Model: 737-2L9
Serial Number 22733
ENGINES:
Type:
_____________
Frontier Airlines, – Nos.: 688456 and 702762
SCHEDULE 2
INSTRUMENTS
-----------
Aircraft Lease Agreement dated as of May 1, 1996, between Polaris Holding Company as lessor and
Frontier Airlines, Inc. as lessee, as supplemented by Lease Supplement No. 1 dated May 1, 1996,
recorded by the FAA on August 5, 1996,
_____________
FRONTIER AIRLINES, – each of which when taken together shall constitute one and the same instrument.
DATED this _________________ day of____________________________
Lessor: Lessee:
POLARIS HOLDING COMPANY FRONTIER AIRLINES, INC.
By: _______________________ By: ________________________
Title: Title:
_____________
dt 92025
;
 Wells Fargo Bank
As referenced in this Aircraft Lease Extension and Amendment Agreement:
Wells Fargo Bank, N.A. – Holdings Limited".
4.1.2 The following definitions shall be added in the appropriate alphabetical order in Clause 1.1:
"Pre-Approved Bank Wells Fargo Bank, N.A. "
"Letter of Credit as defined in Clause 5.1 hereof."
"Required LC Expiry Date" the date which is 91 days after the
_____________
dt 114408
;
| Polaris Holding Company
|
Preview
Full Doc
| 2000 |
Aircraft Lease Extension and Amendment Agreement
Aircraft Lease Extension and Amendment Agreement (17K)
Doc #142583: Click preview link for longer preview.
AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT
Dated as of September 29, 2000
between
POLARIS HOLDING COMPANY
as Lessor
and
FRONTIER AIRLINES, INC.
as Lessee
in respect of
Aircraft Lease Agreement dated as of June 3, 1996
relating to one Boeing 737-2L9 aircraft manufacturer's serial number 22734
THIS AGREEMENT is dated as of September 29, 2000
BETWEEN:
POLARIS HOLDING COMPANY, a company incorporated under the laws of Delaware whose principal office is c/o GE
Capital Aviation Services, Inc., 201 High Ridge Road, Stamford, CT 06927 ("Lessor"); and
FRONTIER AIRLINES, INC., a company incorporated under the laws of Colorado whose headquarters are at 12015
East 46th Avenue, Denver, Colorado 80239 ("Lessee").
WHEREAS:
(A) By an Aircraft Lease Agreement dated as of June 3, 1996 as amended and supplemented by Letter
Agreement No. 1 dated as of June 3, 1996, and as further amended and supplemented by Amendment No.
1 to Aircraft Lease Agreement dated as of November 17, 1997 and Letter Agreement No. 2 dated as of
November 17, 1997 (as further amended, modified and supplemented from time to time, the "Lease"),
Lessor leased to Lessee and Lessee took on lease one Boeing 737-2L9 aircraft with manufacturer's
serial number 22734, together with the engines (each having 750 or more rated takeoff horsepower)
installed thereon, all more fully identified in Schedule 1 hereto, together with the related parts
and equipment (collectively, the "Aircraft") on the terms and subject to the conditions contained
therein.
(B) Interests in the Aircraft and such engines are affected by the Lease and the other instruments
identified (together with information respecting their recordation by the FAA under the Federal
Aviation Act) in Schedule 2 hereto.
(C) Lessor and Lessee wish to enter into this Agreement for the purpose of extending the term of the
Lease and making certain further amendments to the Lease.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions: Capitalised terms used herein but not defined shall have the respective meanings
ascribed to such terms in the Lease. In this Agreement "Extended Lease" means the Lease as amended
by this Agreement.
1.2 Construction: The provisions of Clause 1.2 (Construction) of the Lease shall apply to this
Agreement as if the same were set out in full herein.
142583
|
Frontier
As referenced in this Aircraft Lease Extension and Amendment Agreement:
FRONTIER AIRLINES, –
EXECUTION VERSION
AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT
Dated as of September 29, 2000
between
POLARIS HOLDING COMPANY
as Lessor
and
FRONTIER AIRLINES, INC.
as Lessee
in respect of
Aircraft Lease Agreement dated as of June 3, 1996
relating to one Boeing 737-2L9 aircraft
_____________
FRONTIER AIRLINES, – laws of Delaware whose principal office is c/o GE
Capital Aviation Services, Inc., 201 High Ridge Road, Stamford, CT 06927 ("Lessor"); and
FRONTIER AIRLINES, INC., a company incorporated under the laws of Colorado whose headquarters are at 12015
East 46th Avenue, Denver, Colorado 80239 ("Lessee").
WHEREAS:
(
_____________
FRONTIER AIRLINES, – year first above written.
Signed for and on behalf of
POLARIS HOLDING COMPANY
By: __________________
Title: __________________
Signed for and on behalf of
FRONTIER AIRLINES, INC.
By: __________________
Title: __________________
SCHEDULE 1
DESCRIPTION OF AIRCRAFT
-----------------------
AIRCRAFT: N271FL
Manufacturer: Boeing
Model: 737-2L9
Serial Number 22734
ENGINES:
Type:
_____________
Frontier Airlines, – Nos.: 688416 and 702681
SCHEDULE 2
INSTRUMENTS
-----------
Aircraft Lease Agreement dated as of June 3, 1996, between Polaris Holding Company as lessor and
Frontier Airlines, Inc. as lessee, as supplemented by Lease Supplement No. 1 dated June 26, 1996,
recorded by the Federal Aviation Administration on August
_____________
FRONTIER AIRLINES, – each of which when taken together shall constitute one and the same
instrument.
DATED this _________________ day of____________________________
Lessor: Lessee:
POLARIS HOLDING COMPANY FRONTIER AIRLINES, INC.
By: _______________________ By: ________________________
Title: Title:
_____________
dt 92026
;
Wells Fargo Bank
As referenced in this Aircraft Lease Extension and Amendment Agreement:
Wells Fargo Bank, N.A. – Holdings Limited".
4.1.2 The following definitions shall be added in the appropriate alphabetical order in Clause 1.1:
"Pre-Approved Bank Wells Fargo Bank, N.A. "
"Letter of Credit as defined in Clause 5.1 hereof."
"Required LC Expiry Date" the date which is 91 days after the
_____________
dt 114409
;
| Polaris Holding Company
|
Preview
Full Doc
| 2000 |
Termination of Aircraft Lease Agreement
Termination of Aircraft Lease Agreement (5K)
Doc #142586: Click preview link for longer preview.
TERMINATION OF AIRCRAFT LEASE AGREEMENT
This Termination of Aircraft Lease Agreement ("Termination") is
entered into as of June 30, 2000 ("Termination Date"), by and between JHS
Leasing of Tampa, Inc. ("Lessor") and Sykes Enterprises, Incorporated
("Lessee").
WITNESSETH:
WHEREAS, Lessor and Lessee entered into an Aircraft Lease Agreement
dated December 1, 1995 (the "Lease") relating to one 1969 model Gulfstream II
aircraft bearing FAA registration number N718JS (formerly N165U) and
manufacturer's serial number 66, including two (2) Rolls Royce Spey engines
model MK511-8 (each of which has 750 or more rated takeoff horsepower or its
equivalent), bearing serial numbers 8651 and 8634 (collectively, the
"Aircraft"); and
WHEREAS, Lessor and Lessee mutually desire to terminate the Lease as
well as any and all other agreements entered into between the parties with
respect to the Aircraft (collectively, the "Aircraft Agreements"), except as
specifically described herein.
NOW, THEREFORE, in consideration of the premises, promises and
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee
hereby agree as follows:
1. Termination. The Aircraft Agreements are hereby terminated as of the
date hereof and the parties shall have no further rights or
obligations thereunder or arising in connection therewith except as
specifically described herein.
2. Termination Fee. Lessee shall pay Lessor the sum of $2,625,269 on the
Termination Date, and except as set forth below, no other amounts
shall be due to Lessor from Lessee pursuant to the Lease and Lessee's
obligation to pay rent to Lessor shall be terminated as of the
Termination Date.
3. Security Deposit. Lessor shall retain the security deposit of
$96,294.58.
4. Return Conditions. Lessee shall pay Lessor the sum of $878,000.00 on
the Termination Date towards the cost of complying with the testing,
inspection, overhaul and repair requirements of Paragraph 10 of the
Lease ("Return Conditions"). In the event the cost of complying with
the Return Conditions exceeds $878,000.00, Lessee shall promptly pay
Lessor upon receipt of Lessor's invoice therefor.
5. Aircraft Expenses. Effective as of the Termination Date, Lessor shall
assume and pay all personnel and operating costs for the Aircraft,
including the monthly hangar rental and insurance costs.
6. Operational Control. Lessor shall be responsible for operational
control of the Aircraft and risk of loss (including responsibility for
casualty and liability insurance) as of the Termination Date, and so
acknowledges by its signature hereon.
7. Binding Effect. This Termination shall be binding upon and inure to
the benefit of Lessor and Lessee and their respective successors and
assigns.
8. Further Assurances. The parties hereby agree to execute and deliver
any and all termination statements, releases and other documents as
may be necessary or appropriate to carry out the purpose and intent of
this Termination.
142586
| JHS Leasing of Tampa, Inc.;
| Sykes Enterprises Inc.
|
Preview
Full Doc
| 1999 |
Aircraft Lease Extension and Amendment Agreement
Aircraft Lease Extension and Amendment Agreement (22K)
Doc #112731: Click preview link for longer preview.
AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT
Dated as of October 1, 1999
between
AIRPLANES HOLDINGS LIMITED
(formerly known as GPA II Limited)
as Lessor
and
FRONTIER AIRLINES, INC.
as Lessee
in respect of
Aircraft Lease Agreement dated as
of October 20, 1995 relating to Boeing 737-301
aircraft bearing manufacturer's serial number 23177
(Portions of this exhibit have been excluded from the publicly available
document and an application for an order granting confidential treatment of the
excluded material has been made. These items are maked with (*).)
THIS AGREEMENT is made as of October 1, 1999 BETWEEN:
AIRPLANES HOLDINGS LIMITED (formerly known as GPA II Limited), a company
incorporated under the laws of Ireland whose registered office is at Aviation
House, Shannon, County Clare, Ireland ("Lessor"); and
FRONTIER AIRLINES, INC., a company incorporated under the laws of the State of
Colorado whose headquarters are at 12015 East 46th Avenue, Denver, Colorado
80239, U.S.A. ("Lessee").
WHEREAS:
(A) By an Aircraft Lease Agreement dated as of October 20, 1995 (the
"Lease"), Lessor leased to Lessee and Lessee took on lease one Boeing
737-301 aircraft with manufacturer's serial number 23177 (the
"Aircraft") on the terms and subject to the conditions contained
therein.
(B) Lessor and Lessee wish to enter into this Agreement for the purpose of
extending the term of the Lease and making certain further amendments
to the Lease.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions: Capitalised terms used herein but not defined shall have
the respective meanings ascribed to such terms in the Lease. In this
Agreement "Extended Lease" means the Lease as amended by this
Agreement.
1.2 Construction: The provisions of Clause 1.2 (Construction) of the Lease
shall apply to this Agreement as if the same were set out in full
herein.
112731
|
Frontier
As referenced in this Aircraft Lease Extension and Amendment Agreement:
FRONTIER AIRLINES, – EXTENSION AND AMENDMENT AGREEMENT
Dated as of October 1, 1999
between
AIRPLANES HOLDINGS LIMITED
(formerly known as GPA II Limited)
as Lessor
and
FRONTIER AIRLINES, INC.
as Lessee
in respect of
Aircraft Lease Agreement dated as
of October 20, 1995 relating to Boeing 737-301
aircraft bearing
_____________
FRONTIER AIRLINES, – II Limited), a company
incorporated under the laws of Ireland whose registered office is at Aviation
House, Shannon, County Clare, Ireland ("Lessor"); and
FRONTIER AIRLINES, INC., a company incorporated under the laws of the State of
Colorado whose headquarters are at 12015 East 46th Avenue, Denver, Colorado
_____________
FRONTIER AIRLINES, – behalf of
AIRPLANES HOLDINGS LIMITED
(formerly known as GPA II Limited)
By: __________________
Name: __________________
Title: __________________
Signed for and on behalf of FRONTIER AIRLINES, INC.
By: __________________
Name: __________________
Title: __________________
{PAGE}
SCHEDULE 1
FORM OF LEGAL OPINION
[TO BE CONFORMED TO FORM PROVIDED AT ORIGINAL
_____________
dt 92011
;
| Airplanes Holdings Limited
|
Preview
Full Doc
| 1999 |
Aircraft Lease Extension and Amendment Agreement
Aircraft Lease Extension and Amendment Agreement (21K)
Doc #112732: Click preview link for longer preview.
AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT
Dated as of October 1, 1999
between
GENERAL ELECTRIC CAPITAL CORPORATION
as Lessor
and
FRONTIER AIRLINES, INC.
as Lessee
in respect of
Aircraft Lease Agreement dated as
of October 20, 1995 relating to Boeing 737-301
aircraft bearing manufacturer's serial number 23257
THIS AGREEMENT is made as of October 1, 1999 BETWEEN:
GENERAL ELECTRIC CAPITAL CORPORATION, a company incorporated under the laws of
New York whose headquarters are at 260 Long Ridge Road, Stamford Connecticut
06927, U.S.A. ("Lessor"); and
FRONTIER AIRLINES, INC., a company incorporated under the laws of the State of
Colorado whose headquarters are at 12015 East 46th Avenue, Denver, Colorado
80239, U.S.A. ("Lessee").
WHEREAS:
(A) By an Aircraft Lease Agreement dated as of October 20, 1995, as amended
and supplemented by a Lease Supplement No.1 dated October 24, 1995,
recorded by the FAA on December 20, 1995 as Conveyance No. SS004071
(the "Lease") Lessor leased to Lessee and Lessee took on lease one
Boeing 737-301 aircraft with manufacturer's serial number 23257 (the
"Aircraft") on the terms and subject to the conditions contained
therein.
(B) Lessor and Lessee wish to enter into this Agreement for the purpose of
extending the term of the Lease and making certain further amendments
to the Lease.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions: Capitalised terms used herein but not defined shall have
the respective meanings ascribed to such terms in the Lease. In this
Agreement "Extended Lease" means the Lease as amended by this
Agreement.
1.2 Construction: The provisions of Clause 1.2 (Construction) of the Lease
shall apply to this Agreement as if the same were set out in full
herein.
2. REPRESENTATIONS AND WARRANTIES
Lessee hereby repeats the representations and warranties in Clause 2.1
of the Lease as if made with reference to the facts and circumstances
existing as at the date hereof and as if the references in such
representations and warranties to "this Agreement" referred to the
112732
|
Frontier
As referenced in this Aircraft Lease Extension and Amendment Agreement:
FRONTIER AIRLINES, – AIRCRAFT LEASE EXTENSION
AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT
Dated as of October 1, 1999
between
GENERAL ELECTRIC CAPITAL CORPORATION
as Lessor
and
FRONTIER AIRLINES, INC.
as Lessee
in respect of
Aircraft Lease Agreement dated as
of October 20, 1995 relating to Boeing 737-301
aircraft bearing
_____________
FRONTIER AIRLINES, – incorporated under the laws of
New York whose headquarters are at 260 Long Ridge Road, Stamford Connecticut
06927, U.S.A. ("Lessor"); and
FRONTIER AIRLINES, INC., a company incorporated under the laws of the State of
Colorado whose headquarters are at 12015 East 46th Avenue, Denver, Colorado
_____________
FRONTIER AIRLINES, – written.
Signed for and on behalf of
GENERAL ELECTRIC CAPITAL CORPORATION
By: __________________
Name: __________________
Title: __________________
Signed for and on behalf of FRONTIER AIRLINES, INC.
By: __________________
Name: __________________
Title: __________________
{PAGE}
SCHEDULE 1
FORM OF LEGAL OPINION
[TO BE CONFORMED TO FORM PROVIDED AT ORIGINAL
_____________
dt 92012
;
|
GE Capital
As referenced in this Aircraft Lease Extension and Amendment Agreement:
GENERAL ELECTRIC CAPITAL CORP – Exhibit-10.11(A)
{SEQUENCE}5
{DESCRIPTION}AIRCRAFT LEASE EXTENSION
AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT
Dated as of October 1, 1999
between
GENERAL ELECTRIC CAPITAL CORP ORATION
as Lessor
and
FRONTIER AIRLINES, INC.
as Lessee
in respect of
Aircraft Lease Agreement dated as
of October 20, 1995 relating to
_____________
GENERAL ELECTRIC CAPITAL CORP – 1995 relating to Boeing 737-301
aircraft bearing manufacturer's serial number 23257
THIS AGREEMENT is made as of October 1, 1999 BETWEEN:
GENERAL ELECTRIC CAPITAL CORP ORATION, a company incorporated under the laws of
New York whose headquarters are at 260 Long Ridge Road, Stamford Connecticut
06927, U.S.
_____________
GENERAL ELECTRIC CAPITAL CORP – IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first above written.
Signed for and on behalf of
GENERAL ELECTRIC CAPITAL CORP ORATION
By: __________________
Name: __________________
Title: __________________
Signed for and on behalf of FRONTIER AIRLINES, INC.
By: __________________
Name: __________________
Title: __________________
{PAGE}
_____________
General Electric Capital Corp – Name: __________________
Title: __________________
{PAGE}
SCHEDULE 1
FORM OF LEGAL OPINION
[TO BE CONFORMED TO FORM PROVIDED AT ORIGINAL DELIVERY, UPDATED AS NECESSARY]
General Electric Capital Corp oration
c/o GE Capital Aviation Services, Inc.
201 High Ridge Road,
Stamford CT 06927-4900,
U.S.A.
[Date]
Dear Sirs,
1.
_____________
dt 100974
|
Preview
Full Doc
| 1999 |
Agreement to Terminate Subtenant's Right of Occupancy Under Sublease Agreement
Agreement to Terminate Subtenant's Right of Occupancy Under Sublease Agreement (57K)
Doc #112773: Click preview link for longer preview.
AGREEMENT TO TERMINATE SUBTENANT'S RIGHT OF
OCCUPANCY UNDER SUBLEASE AGREEMENT
This Agreement To Terminate Subtenant's Right of Occupancy Under Sublease
Agreement (this "Agreement") is entered into effective as of this 1st day of
October, 1998 (the "Effective Date"), by and among SHASTA AVIATION CORP.,
d.b.a. CRESCENT HELICOPTERS ("Sublessor"), GLOBAL TURBINE SERVICES, INC.
("Sublessee") and AMERICAN AIRCARRIERS SUPPORT, INCORPORATED ("Assignee").
RECITALS
A. Effective December 3, 1997, the Sublessor and Sublessee entered into the
Sublease Agreement attached hereto and incorporated herein as Exhibit A
(the "Sublease") for the premises described therein (the "Premises").
B. Tenant accepted the condition of the Premises and has been in continuous
occupation of the Premises since the effective date of the Sublease.
C. Tenant is selling its assets to Assignee, and has requested Sublessor to
consent to the assignment of the Sublease to Assignee, and to release
Sublessee from the continuing obligation to pay rent under the Sublease.
D. Sublessor is not in default under the Sublease. Sublessee is current on
payment of rent under the Sublease.
E. Sublessor desires to release Sublessee from its obligation to pay rent
under the Sublease, subject to the terms and conditions contained in this
Agreement.
F. Assignor desires to assume the Sublessee subject to the terms and
conditions contained in this Agreement and the Sublease.
AGREEMENT
In consideration of the above recitals and the mutual promises contained
in this Agreement, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. RELEASE OF SUBLESSOR. Sublessee hereby releases Sublessor from any
and all conditions, covenants and obligations of Sublessor under the Sublease
and agrees not to institute any action or suit in law or equity against
Sublessor or to institute, prosecute or in any way aid in the institution or
prosecution of any claim, demand, action or cause of action against Sublessor
arising out of the Sublease or the Premises.
{PAGE} 2
2. ASSUMPTION BY ASSIGNEE. Assignee hereby assumes the Sublease and
all of Sublessee's obligations under the same as of the Effective Date hereof,
and accepts the terms and conditions of the Sublease. Assignee agrees to begin
paying rent no later than the Effective Date.
3. SECURITY DEPOSIT. Sublessor acknowledges Sublessee's assignment of
the security deposit to Assignee, which shall continue to be subject to the
terms and conditions described in the Sublease. The Parties acknowledge that
Sublessor shall retain the security deposit in satisfaction of Assignor's
requirement to provide a security deposit under the Sublease.
4. VACATION OF PREMISES. Sublessee agrees to remove any personal
assets or assets not being sold to Assignee no later than the Effective Date.
5. INDEMNITY. Sublessee shall indemnify, defend and hold the
Sublessor harmless from and against any and all claims, losses, damages,
injuries, liabilities and all costs, including attorneys fees, court costs and
expenses and liabilities incurred in or from any such claim, arising from
Sublessee's use or occupancy of the Premises during the term of the Sublease as
modified by this Agreement, or arising from any act, negligence or the failure
to act of Sublessee, or any of its agents, contractors, employees, invitees or
guests. Sublessee, upon notice from sublessor, shall defend Sublessor at
Sublessee's expense by counsel reasonably satisfactory to Sublessor. Sublessee,
as a material part of the consideration of Sublessor, hereby waives all claims
in respect thereof against Sublessor.
6. CONDITIONS PRECEDENT TO RELEASE OF SUBLESSEE. Sublessor's release
of Sublessee's obligation to pay rent under the Sublease, as further described
in this Section 6 of this Agreement, is expressly conditioned upon and subject
to satisfaction of the following conditions:
(a) Assignee assuming the Sublease and all obligations thereof
after the date hereof.
7. RELEASE OF SUBLESSEE. Subject to Sublessee's compliance with the
covenants and conditions contained in this Agreement and the satisfaction of
the conditions contained in Section 6, and except as to the following
conditions, effective as of the Effective Date, the Sublessor hereby releases
Sublessee from any further obligation(s) to pay rent or to reimburse sublessor
for operating, maintenance and common area operating expenses that relate to
the period after such date.
Sublessee is not released from its covenants under the Sublease other than
for the payment of rent and the reimbursement or payment of operating,
maintenance and common area maintenance expenses. Sublessee is not released
from any other covenants under the Sublease, including, but not limited to,
payment for claims relating to environmental contamination of the Premises,
claims for payment for work performed on the Premises, claims relating to
Sublessee's use or occupancy of the Premises, or Sublessee's failure to
properly maintain the Premises, which claims arose during the term of the
Sublease.
112773
| Shasta Aviation Corp.;
Global Turbine Services, Inc.;
| American Aircarriers Support Inc.
|
Preview
Full Doc
| 1999 |
Purchase Agreement Assignment
Purchase Agreement Assignment (21K)
Doc #112791: Click preview link for longer preview.
================================================================================
PURCHASE AGREEMENT ASSIGNMENT
[NW 1999 _]
Dated as of [___________]
between
NORTHWEST AIRLINES, INC.,
Assignor
and
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
Assignee
---------------
One Boeing 747-451
Aircraft
================================================================================
{PAGE}
PURCHASE AGREEMENT ASSIGNMENT
[NW 1999 _]
This PURCHASE AGREEMENT ASSIGNMENT [NW 1999 _], dated as of
[___________] between NORTHWEST AIRLINES, INC., a Minnesota corporation
("Assignor"), and FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Owner Trustee ("Assignee").
W I T N E S S E T H:
WHEREAS, pursuant to the Purchase Agreement, the Manufacturer has
agreed to sell and Assignor has agreed to purchase several Boeing 747-451
aircraft, including the Aircraft covered by the Participation Agreement;
WHEREAS, pursuant to the Participation Agreement, Assignor has
agreed to sell, and Assignee has agreed to purchase, the Aircraft;
WHEREAS, Assignor and Assignee are entering into a Lease Agreement
[NW 1999 _], dated as of the date hereof (as the same may hereafter from time to
time be supplemented, amended or modified, the "Lease"), pursuant to which the
Aircraft will be leased by Assignee to Assignor; and
WHEREAS, Assignor, on the terms and conditions herein and in the
Consent and Agreement of the Manufacturer attached hereto, desires to assign to
Assignee certain of Assignor's rights and interests in and under the Purchase
Agreement relating to the Aircraft, and Assignee desires to accept such
assignment, as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and for other good and valuable consideration, the parties hereto
agree as follows:
1. Assignment; Rights Reserved. Subject to the provisions of
paragraph 3(a) hereof, Assignor does hereby sell, assign, transfer and set over
unto Assignee, except to the extent reserved below, all of Assignor's rights and
interests in and to the Purchase Agreement, as and to the extent that the same
relate to the Aircraft and the operation thereof, including, without limitation,
(a) all claims for damages in respect of the Aircraft arising as a result of any
default by the Manufacturer under the Purchase Agreement, including, without
limitation, all warranty, service life policy, aircraft performance guarantee
and indemnity provisions in the Purchase Agreement in respect of the Aircraft
and all claims thereunder and (b) any and all rights of Assignor to compel
performance of the terms of the Purchase Agreement in respect of the Aircraft;
reserving to Assignor, however, (i) all of Assignor's rights and interests in
and to the Purchase Agreement as and to the extent that it relates to any
matters not in respect of the Aircraft, (ii) all of Assignor's rights and
interests under the Purchase Agreement (other than under Articles 8.3 and 8.4
and Exhibit B (Product Assurance
112791
|
Northwest
As referenced in this Purchase Agreement Assignment:
NORTHWEST AIRLINES CORP –
NORTHWEST AIRLINES CORP
_____________
dt 1849976
;
Northwest Airlines, Inc.;
| First Security Bank, National Association
|