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$40	Preview Subscribers	2002	Aircraft Lease Agreement Aircraft Lease Agreement (89K) Doc #142562: Click preview link for longer preview. AIRCRAFT LEASE AGREEMENT dated as of December 28, 2001 ("Agreement") This Agreement (together with all supplements, annexes, exhibits and schedules hereto hereinafter referred to as the "Lease") is between General Electric Capital Corporation, with an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105 (hereinafter called, together with its successors and assigns, if any, "Lessor") and Mandalay Resort Group, a Corporation organized and existing under the laws of the State of Nevada with its mailing address and chief place of business at 3950 Las Vegas Blvd. South, Las Vegas, NV 89119 (hereinafter called "Lessee"). 1. LEASING: (a) Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the aircraft, including the airframe, engines and all appurtenant equipment (together hereinafter the "Aircraft") described in Annex A. (b) Lessor shall purchase the Aircraft from Lessee and lease it back to Lessee if on or before the Last Delivery Date (specified in Annex B) Lessor receives each of the following documents in form and substance satisfactory to Lessor: (i) a copy of this Lease executed by Lessee, (ii) a Bill of Sale in the form of Annex C and a Federal Aviation Administration ("FAA") Bill of Sale on AC Form 8050-2 transferring title of the Aircraft to Lessor; (iii) copies of insurance policies or, at Lessor's option, such other evidence of insurance which complies with the requirements of Section 9, (iv) evidence of an N number for the Aircraft together with an assignment of the rights thereto to Lessor; (v) evidence that the Aircraft has been duly certified as to type and airworthiness by the Federal Aviation Administration ("FAA"); (vi) evidence that Lessor's designated FAA escrow agent (which may be FAA counsel) has received in escrow the executed bill of sale and AC Form 8050-1 Aircraft Registration Form (except for the pink copy which shall be available to be placed on the Aircraft upon acceptance thereof), and an executed duplicate of this Lease all in proper form for filing with the FAA; (vii) resolution of Lessee authorizing this Lease in the form of Annex D; (viii) a completed inspection and/or survey with respect to the Aircraft in accordance with the requirements set forth in the Certificate of Acceptance; (ix) an opinion of FAA counsel, in form and substance acceptable to Lessor, concerning, among other things, the proper registration of the Aircraft and filing of documents, given the structure of the Lease; and (x) such other documents as Lessor may reasonably request. Lessor's obligation to lease the Aircraft hereunder is further conditioned upon (1) the cost to Lessor of the acquisition of the Aircraft not exceeding the Capitalized Lessor's Cost stated on Annex A; (2) upon delivery of the Aircraft, Lessee's execution and delivery to Lessor of a Certificate of Acceptance in the form of Annex E; and (3) filing of all necessary documents with, and the acceptance thereof by, the FAA. (c) Once the Certificate of Acceptance has been signed, Lessee may not cancel this Lease. 2. TERM, RENT AND PAYMENT: (a) The rent ("Rent") payable for the Aircraft and Lessee's right to use the Aircraft begins on the date Lessee signs the Certificate of Acceptance ("Commencement Date"). The term ("Term") of this Lease shall commence on the Commencement Date and shall continue, unless earlier terminated pursuant to the provisions of this Lease, until and including the expiration date of the Basic Term, and extension or renewal term, as applicable. If any Term is extended or renewed, the word "Term" shall be deemed to refer to all extended or renewal Terms, and all provisions of this Lease shall apply during any such extension or renewal Terms, except as may be otherwise specifically provided in writing. (b) Lessee shall pay Rent to Lessor at its address stated above, except as otherwise directed by Lessor. Rent payments shall be in the amount, payable at such intervals and due in accordance with the provisions of Annex B. (Each payment of Rent is hereinafter referred to as a "Rent Payment".) If one or more Advance Rent is payable, such Advance Rent shall be (i) set forth on Annex B and due in accordance with the provisions of Annex B, and (ii) when received by Lessor, applied to the first Basic Term for Rent Payment as set forth on Annex B and the balance, if any, to the final Rent Payment(s), in inverse order of maturity. In no event shall any Advance Rent or any other Rent Payment be refunded to Lessee. If Rent is not paid within ten (10) days of its due date, Lessee agrees to pay a late charge of five cents ($.05) per dollar on, and in addition to, the amount of such Rent but not exceeding the lawful maximum, if any. 3. TAXES AND FEES: (a) If permitted by law, Lessee shall report and pay promptly all taxes, fees and assessments due, imposed, assessed or levied against the Aircraft (or purchase, ownership, delivery, leasing, possession, use or operation thereof), this Agreement (or any rents or receipts hereunder), any Schedule, Lessor or Lessee, by any domestic or foreign governmental entity or taxing authority during or related to the term of this Agreement, including, without limitation, all license and registration fees, and all sales, use, personal property, excise, gross receipts, franchise, stamp, value added, custom duties, landing fees, airport charges, navigation service charges, route navigation charges or other taxes, imposts, duties and charges, together with any penalties, fines or interest thereon (collectively "Taxes"). Lessee shall promptly reimburse (on an after tax basis) Lessor for any Taxes charged to or assessed against Lessor. Lessee shall have no liability for Taxes imposed by the United States of America or any state or political subdivision thereof which are on or measured by the net income of Lessor. Lessee shall show Lessee as the owner of the Aircraft on all tax reports or returns (including but not limited to those relating to federal and state income tax, state and local sales and use tax and all personal property tax), and send Lessor a copy of each report or return and evidence of Lessees payment of Taxes upon request. (b) Lessee's obligations, and Lessor's rights and privileges, contained in this Section 3 shall survive the expiration or other termination of this Agreement. 4. REPORTS: Lessee will provide Lessor with the following in writing within the time periods specified: (a) notice of any tax or other lien which attaches to the Aircraft and the full particulars of the tax or lien, within ten (10) days after Lessee becomes aware of the tax or lien, (b) Lessee's complete financial statements, certified by a recognized firm of certified public accountants, within one-hundred (100) days of the close of each fiscal year of Lessee, and any further financial information or reports, upon request; (c) notice to Lessor of the Aircraft's location, and the location of all information, logs, documents and records relating to the Aircraft and its use, maintenance and/or condition, immediately upon request; (d) notice to Lessor of the relocation of the Aircraft's primary hangar location, ten (10) days prior to any relocation; (e) notice of loss or damage to the Aircraft which would cost more than the lesser of (i) ten percent (10%) of the original Capitalized Lessor's Cost or (ii) two hundred fifty thousand and 00/100 dollars ($250,000.00) to repair or replace, within ten (10) days of such loss or damage; (f) notice of any accident involving the Aircraft causing personal injury or property damage, within ten (10) days of such accident; (g) copies of the insurance policies or other evidence of insurance required by the terms hereof, promptly upon request by Lessor; (h) copies of all information, logs, documents and records relating to the Aircraft and its use, maintenance and/or condition, within ten (10) days of such request; (i) on each annual anniversary of the Commencement Date of this Lease, a certificate of the authorized officer of Lessee stating that he has reviewed the activities of Lessee and that, to the best of his knowledge, there exists no Event of Default or event which with notice or lapse of time (or both) would become an Event of Default; (j) such information as may be required to enable Lessor to file any reports required by any governmental authority as a result 142562	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Aircraft Lease Agreement: BANC OF AMERICA SECURITIES – among Lessee, CITICORP USA, INC. and BANKERS TRUST COMPANY, as Syndication Agents, BANK OF AMERICA, N.A., as Administrative Agent and Issuing Lender, BANC OF AMERICA SECURITIES LLC and SALOMON SMITH BARNEY INC., as Lead Arrangers and Book Managers, and the Lenders, Co-Documentation Agents, Senior Managing Agents and Co- _____________ dt 93622 ; Citicorp USA Citicorp USA, Inc. As referenced in this Aircraft Lease Agreement: CITICORP USA, INC – determine the above capitalized terms (herein, the "Financial Covenant Definitions"), shall have the meanings given in Lessee's Revolving Loan Agreement among Lessee, CITICORP USA, INC . and BANKERS TRUST COMPANY, as Syndication Agents, BANK OF AMERICA, N.A., as Administrative Agent and Issuing Lender, BANC OF AMERICA SECURITIES _____________ dt 164979 ; Mandalay Resort Mandalay Resort Group As referenced in this Aircraft Lease Agreement: Mandalay Resort Group, – an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105 (hereinafter called, together with its successors and assigns, if any, "Lessor") and Mandalay Resort Group, a Corporation organized and existing under the laws of the State of Nevada with its mailing address and chief place of business _____________ MANDALAY RESORT GROUP – this Lease to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation MANDALAY RESORT GROUP By: STEPHEN B. PETERSON By: GLENN SCHAEFFER Title: Sr. Risk Analyst Title: President 18 ANNEX A Description of Aircraft, Lessor's Cost, _____________ Mandalay Resort Group – LEASE AGREEMENT DATED AS OF Lessor & Mailing Address: Lessee & Mailing Address: General Electric Capital Corporation 44 Old Ridgebury Road Danbury, CT 06810-5105 Mandalay Resort Group 3950 Las Vegas Blvd. South, Las Vegas, NV 89119 Capitalized terms not defined herein shall have the meanings assigned to them in _____________ Mandalay Resort Group. – Date. 8. Last Basic Term Rent Date: February 01, 2005. 9. Last Delivery Date: December 31, 2001 10. Primary Hangar Location: . 11. Supplier: Mandalay Resort Group. 12. Lessee Federal Tax ID No.: . 13. Early Purchase Option: Option Date: N/A. Option Price $N/A. 14. Expiration Date: N/ _____________ Mandalay Resort Group – Annex B to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation Mandalay Resort Group By: STEPHEN B. PETERSON By: GLENN SCHAEFFER Name: Stephen B. Peterson Name: Glenn Schaeffer Title: Sr. Risk Analyst Title: President 23 Schedule _____________ dt 275716 ;	Mandalay Resort Mandalay Resort Group ( Casinos & Gaming ) As referenced in this Aircraft Lease Agreement: Mandalay Resort Group, – an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105 (hereinafter called, together with its successors and assigns, if any, "Lessor") and Mandalay Resort Group, a Corporation organized and existing under the laws of the State of Nevada with its mailing address and chief place of business _____________ MANDALAY RESORT GROUP – this Lease to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation MANDALAY RESORT GROUP By: STEPHEN B. PETERSON By: GLENN SCHAEFFER Title: Sr. Risk Analyst Title: President 18 ANNEX A Description of Aircraft, Lessor's Cost, _____________ Mandalay Resort Group – LEASE AGREEMENT DATED AS OF Lessor & Mailing Address: Lessee & Mailing Address: General Electric Capital Corporation 44 Old Ridgebury Road Danbury, CT 06810-5105 Mandalay Resort Group 3950 Las Vegas Blvd. South, Las Vegas, NV 89119 Capitalized terms not defined herein shall have the meanings assigned to them in _____________ Mandalay Resort Group. – Date. 8. Last Basic Term Rent Date: February 01, 2005. 9. Last Delivery Date: December 31, 2001 10. Primary Hangar Location: . 11. Supplier: Mandalay Resort Group. 12. Lessee Federal Tax ID No.: . 13. Early Purchase Option: Option Date: N/A. Option Price $N/A. 14. Expiration Date: N/ _____________ Mandalay Resort Group – Annex B to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation Mandalay Resort Group By: STEPHEN B. PETERSON By: GLENN SCHAEFFER Name: Stephen B. Peterson Name: Glenn Schaeffer Title: Sr. Risk Analyst Title: President 23 Schedule _____________ dt 275716 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Aircraft Lease Agreement: BANK OF AMERICA, – Revolving Loan Agreement among Lessee, CITICORP USA, INC. and BANKERS TRUST COMPANY, as Syndication Agents, BANK OF AMERICA, N.A., as Administrative Agent and Issuing Lender, BANC OF AMERICA SECURITIES LLC and dt 39971 ; More...
$55	Preview Subscribers	2002	Aircraft Lease Agreement Aircraft Lease Agreement (89K) Doc #391600: Click preview link for longer preview. Cessna AIRCRAFT LEASE AGREEMENT dated as of ("Agreement") This Agreement (together with all supplements, annexes, exhibits and schedules hereto hereinafter referred to as the "Lease") is between General Electric Capital Corporation, with an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105 (hereinafter called, together with its successors and assigns, if any, "Lessor") and Mandalay Resort Group, a . . . 391600	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Aircraft Lease Agreement: BANC OF AMERICA SECURITIES LLC – given in Lessee's Revolving Loan Agreement among Lessee, CITICORP USA, INC. and BANKERS TRUST COMPANY, as Syndication Agents, BANK OF AMERICA, N.A., as Administrative Agent and Issuing Lender, BANC OF AMERICA SECURITIES LLC and SALOMON SMITH BARNEY INC., as Lead Arrangers and Book Managers, and the Lenders, Co-Documentation Agents, Senior Managing Agents and Co-Agent named therein, dated as of August _____________ dt 1003013 ; Citicorp USA Citicorp USA, Inc. As referenced in this Aircraft Lease Agreement: CITICORP USA, INC – terms used therein or otherwise used to determine the above capitalized terms (herein, the "Financial Covenant Definitions"), shall have the meanings given in Lessee's Revolving Loan Agreement among Lessee, CITICORP USA, INC . and BANKERS TRUST COMPANY, as Syndication Agents, BANK OF AMERICA, N.A., as Administrative Agent and Issuing Lender, BANC OF AMERICA SECURITIES LLC and SALOMON SMITH BARNEY INC., as _____________ dt 1014554 ; Mandalay Resort Mandalay Resort Group As referenced in this Aircraft Lease Agreement: Mandalay Resort Group, – is between General Electric Capital Corporation, with an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105 (hereinafter called, together with its successors and assigns, if any, "Lessor") and Mandalay Resort Group, a Corporation organized and existing under the laws of the State of Nevada with its mailing address and chief place of business at 3950 Las Vegas Blvd. South, Las _____________ MANDALAY RESORT GROUP – WITNESS WHEREOF, Lessee and Lessor have caused this Lease to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation MANDALAY RESORT GROUP By: STEPHEN B. PETERSON By: Title: Sr. Risk Analyst Title: 17 ANNEX A Description of Aircraft, Lessor's Cost, and Aircraft Markings I. Description Cost: Cessna, Model 560 Aircraft _____________ Mandalay Resort Group – GLENN SCHAEFFER Lessor: STEPHEN B. PETERSON 18 ANNEX B DATED THIS TO AIRCRAFT LEASE AGREEMENT DATED AS OF Lessor & Mailing Address: Lessee & Mailing Address: General Electric Capital Corporation Mandalay Resort Group 44 Old Ridgebury Road 3950 Las Vegas Blvd. South, Danbury, CT 06810-5105 Las Vegas, NV 89119 Capitalized terms not defined herein shall have the meanings assigned to them _____________ Mandalay Resort Group. – 1) month after the Basic Term Commencement Date. 8. Last Basic Term Rent Date: February 01, 2005. 9. Last Delivery Date: December 31, 2001 10. Primary Hangar Location: . 11. Supplier: Mandalay Resort Group. 12. Lessee Federal Tax ID No.: . 13. Early Purchase Option: Option Date: N/A. Option Price $N/A. 14. Expiration Date: N/A. 15. Estimated Residual Value: See Schedule _____________ Mandalay Resort Group – WHEREOF, Lessee and Lessor have caused this Annex B to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation Mandalay Resort Group By: STEPHEN B. PETERSON By: GLENN SCHAEFFER Name: Stephen B. Peterson Name: Glenn Schaeffer Title: Sr. Risk Analyst Title: President 22 Schedule 1 To Annex B AMORTIZATION TABLE RENT _____________ dt 1383630 ;	Mandalay Resort Mandalay Resort Group ( Casinos & Gaming ) As referenced in this Aircraft Lease Agreement: Mandalay Resort Group, – is between General Electric Capital Corporation, with an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105 (hereinafter called, together with its successors and assigns, if any, "Lessor") and Mandalay Resort Group, a Corporation organized and existing under the laws of the State of Nevada with its mailing address and chief place of business at 3950 Las Vegas Blvd. South, Las _____________ MANDALAY RESORT GROUP – WITNESS WHEREOF, Lessee and Lessor have caused this Lease to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation MANDALAY RESORT GROUP By: STEPHEN B. PETERSON By: Title: Sr. Risk Analyst Title: 17 ANNEX A Description of Aircraft, Lessor's Cost, and Aircraft Markings I. Description Cost: Cessna, Model 560 Aircraft _____________ Mandalay Resort Group – GLENN SCHAEFFER Lessor: STEPHEN B. PETERSON 18 ANNEX B DATED THIS TO AIRCRAFT LEASE AGREEMENT DATED AS OF Lessor & Mailing Address: Lessee & Mailing Address: General Electric Capital Corporation Mandalay Resort Group 44 Old Ridgebury Road 3950 Las Vegas Blvd. South, Danbury, CT 06810-5105 Las Vegas, NV 89119 Capitalized terms not defined herein shall have the meanings assigned to them _____________ Mandalay Resort Group. – 1) month after the Basic Term Commencement Date. 8. Last Basic Term Rent Date: February 01, 2005. 9. Last Delivery Date: December 31, 2001 10. Primary Hangar Location: . 11. Supplier: Mandalay Resort Group. 12. Lessee Federal Tax ID No.: . 13. Early Purchase Option: Option Date: N/A. Option Price $N/A. 14. Expiration Date: N/A. 15. Estimated Residual Value: See Schedule _____________ Mandalay Resort Group – WHEREOF, Lessee and Lessor have caused this Annex B to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation Mandalay Resort Group By: STEPHEN B. PETERSON By: GLENN SCHAEFFER Name: Stephen B. Peterson Name: Glenn Schaeffer Title: Sr. Risk Analyst Title: President 22 Schedule 1 To Annex B AMORTIZATION TABLE RENT _____________ dt 1383630 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Aircraft Lease Agreement: BANK OF AMERICA, N.A. – capitalized terms (herein, the "Financial Covenant Definitions"), shall have the meanings given in Lessee's Revolving Loan Agreement among Lessee, CITICORP USA, INC. and BANKERS TRUST COMPANY, as Syndication Agents, BANK OF AMERICA, N.A. , as Administrative Agent and Issuing Lender, BANC OF AMERICA SECURITIES LLC and SALOMON SMITH BARNEY INC., as Lead Arrangers and Book Managers, and the Lenders, Co-Documentation Agents, Senior _____________ dt 1032681 ; More...
$56	Preview Subscribers	2002	Aircraft Lease Agreement Aircraft Lease Agreement (89K) Doc #391601: Click preview link for longer preview. GIII AIRCRAFT LEASE AGREEMENT dated as of December 28, 2001 ("Agreement") This Agreement (together with all supplements, annexes, exhibits and schedules hereto hereinafter referred to as the "Lease") is between General Electric Capital Corporation, with an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105 (hereinafter called, together with its successors and assigns, if any, "Lessor") and Mandalay Resort Group, a Corporation organized and existing under the laws of the State of Nevada with its mailing address and chief place of . . . 391601	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Aircraft Lease Agreement: BANC OF AMERICA SECURITIES LLC – given in Lessee's Revolving Loan Agreement among Lessee, CITICORP USA, INC. and BANKERS TRUST COMPANY, as Syndication Agents, BANK OF AMERICA, N.A., as Administrative Agent and Issuing Lender, BANC OF AMERICA SECURITIES LLC and SALOMON SMITH BARNEY INC., as Lead Arrangers and Book Managers, and the Lenders, Co-Documentation Agents, Senior Managing Agents and Co-Agent named therein, dated as of August _____________ dt 1003014 ; Citicorp USA Citicorp USA, Inc. As referenced in this Aircraft Lease Agreement: CITICORP USA, INC – terms used therein or otherwise used to determine the above capitalized terms (herein, the "Financial Covenant Definitions"), shall have the meanings given in Lessee's Revolving Loan Agreement among Lessee, CITICORP USA, INC . and BANKERS TRUST COMPANY, as Syndication Agents, BANK OF AMERICA, N.A., as Administrative Agent and Issuing Lender, BANC OF AMERICA SECURITIES LLC and SALOMON SMITH BARNEY INC., as _____________ dt 1014555 ; Mandalay Resort Mandalay Resort Group As referenced in this Aircraft Lease Agreement: Mandalay Resort Group, – is between General Electric Capital Corporation, with an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105 (hereinafter called, together with its successors and assigns, if any, "Lessor") and Mandalay Resort Group, a Corporation organized and existing under the laws of the State of Nevada with its mailing address and chief place of business at 3950 Las Vegas Blvd. South, Las _____________ MANDALAY RESORT GROUP – WITNESS WHEREOF, Lessee and Lessor have caused this Lease to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation MANDALAY RESORT GROUP By: STEPHEN B. PETERSON By: GLENN SCHAEFFER Title: Sr. Risk Analyst Title: President 18 ANNEX A Description of Aircraft, Lessor's Cost, and Aircraft Markings I. Description Cost: Gulfstream _____________ Mandalay Resort Group – B DATED THIS TO AIRCRAFT LEASE AGREEMENT DATED AS OF Lessor & Mailing Address: Lessee & Mailing Address: General Electric Capital Corporation 44 Old Ridgebury Road Danbury, CT 06810-5105 Mandalay Resort Group 3950 Las Vegas Blvd. South, Las Vegas, NV 89119 Capitalized terms not defined herein shall have the meanings assigned to them in the Aircraft Lease Agreement identified above. A. _____________ Mandalay Resort Group. – 1) month after the Basic Term Commencement Date. 8. Last Basic Term Rent Date: February 01, 2005. 9. Last Delivery Date: December 31, 2001 10. Primary Hangar Location: . 11. Supplier: Mandalay Resort Group. 12. Lessee Federal Tax ID No.: . 13. Early Purchase Option: Option Date: N/A. Option Price $N/A. 14. Expiration Date: N/A. 15. Estimated Residual Value: See Schedule _____________ Mandalay Resort Group – WHEREOF, Lessee and Lessor have caused this Annex B to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation Mandalay Resort Group By: STEPHEN B. PETERSON By: GLENN SCHAEFFER Name: Stephen B. Peterson Name: Glenn Schaeffer Title: Sr. Risk Analyst Title: President 23 Schedule 1 To Annex B AMORTIZATION TABLE Payment _____________ dt 1383631 ;	Mandalay Resort Mandalay Resort Group ( Casinos & Gaming ) As referenced in this Aircraft Lease Agreement: Mandalay Resort Group, – is between General Electric Capital Corporation, with an office at 44 Old Ridgebury Road, Danbury, CT 06810-5105 (hereinafter called, together with its successors and assigns, if any, "Lessor") and Mandalay Resort Group, a Corporation organized and existing under the laws of the State of Nevada with its mailing address and chief place of business at 3950 Las Vegas Blvd. South, Las _____________ MANDALAY RESORT GROUP – WITNESS WHEREOF, Lessee and Lessor have caused this Lease to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation MANDALAY RESORT GROUP By: STEPHEN B. PETERSON By: GLENN SCHAEFFER Title: Sr. Risk Analyst Title: President 18 ANNEX A Description of Aircraft, Lessor's Cost, and Aircraft Markings I. Description Cost: Gulfstream _____________ Mandalay Resort Group – B DATED THIS TO AIRCRAFT LEASE AGREEMENT DATED AS OF Lessor & Mailing Address: Lessee & Mailing Address: General Electric Capital Corporation 44 Old Ridgebury Road Danbury, CT 06810-5105 Mandalay Resort Group 3950 Las Vegas Blvd. South, Las Vegas, NV 89119 Capitalized terms not defined herein shall have the meanings assigned to them in the Aircraft Lease Agreement identified above. A. _____________ Mandalay Resort Group. – 1) month after the Basic Term Commencement Date. 8. Last Basic Term Rent Date: February 01, 2005. 9. Last Delivery Date: December 31, 2001 10. Primary Hangar Location: . 11. Supplier: Mandalay Resort Group. 12. Lessee Federal Tax ID No.: . 13. Early Purchase Option: Option Date: N/A. Option Price $N/A. 14. Expiration Date: N/A. 15. Estimated Residual Value: See Schedule _____________ Mandalay Resort Group – WHEREOF, Lessee and Lessor have caused this Annex B to be executed by their duly authorized representatives as of the date first above written. LESSOR: LESSEE: General Electric Capital Corporation Mandalay Resort Group By: STEPHEN B. PETERSON By: GLENN SCHAEFFER Name: Stephen B. Peterson Name: Glenn Schaeffer Title: Sr. Risk Analyst Title: President 23 Schedule 1 To Annex B AMORTIZATION TABLE Payment _____________ dt 1383631 ; BofA Bank of America, NA ( Money Center Banks ) As referenced in this Aircraft Lease Agreement: BANK OF AMERICA, N.A. – capitalized terms (herein, the "Financial Covenant Definitions"), shall have the meanings given in Lessee's Revolving Loan Agreement among Lessee, CITICORP USA, INC. and BANKERS TRUST COMPANY, as Syndication Agents, BANK OF AMERICA, N.A. , as Administrative Agent and Issuing Lender, BANC OF AMERICA SECURITIES LLC and SALOMON SMITH BARNEY INC., as Lead Arrangers and Book Managers, and the Lenders, Co-Documentation Agents, Senior _____________ dt 1032682 ; More...
$99	Preview Subscribers	2001	Facility Lease Agreement Facility Lease Agreement (409K) Doc #1329438: Click preview link for longer preview. Facility Lease Agreement Dated as of May 8, 2001 between Roseton OL LLC, as Owner Lessor and Dynegy Roseton, L.L.C., as Facility Lessee ______________________________________ Roseton Units 1 and 2 ================================================================================ CERTAIN OF THE RIGHT, TITLE AND . . . 1329438	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Facility Lease Agreement: Banc of America Securities LLC – of, a APPENDIX - 17 <PAGE> nationally recognized appraisal firm; and (d) has substantial experience in the business of evaluating facilities similar to the Facility. "Initial Purchasers" shall mean Banc of America Securities LLC , Lehman Brothers Inc., J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and TD Securities (USA) Inc. "Insurance Consultant" shall mean Marsh USA, Nashville, Tennessee Office. "Interconnection Agreement" shall _____________ dt 1356909 ; Dynegy Roseton Dynegy Roseton LLC ; IBEW International Brotherhood of Electrical Workers ( Unions ) As referenced in this Facility Lease Agreement: International Brotherhood of Electrical Workers – shall mean the Internal Revenue Code of 1986. "Collective Bargaining Agreement" shall mean the Fossil Production Plant Agreement effective as of July 1, 1998 with Local Union 320 of the International Brotherhood of Electrical Workers A.F. of L.- C.I.O. "Company" shall mean Dynegy Roseton, L.L.C., a Delaware limited liability company. "Competitor" shall have the meaning specified in Section 7.1( _____________ dt 1475393 ;	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Facility Lease Agreement: CHASE MANHATTAN BANK, – TO THIS LEASE AND THE RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEEN ASSIGNED AS COLLATERAL SECURITY TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF THE CHASE MANHATTAN BANK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS LEASE INDENTURE TRUSTEE UNDER AN INDENTURE OF TRUST, MORTGAGE AND SECURITY AGREEMENT, DATED AS OF MAY 8, 2001, BETWEEN SAID LEASE _____________ Chase Manhattan Bank, – Appendix A to the Participation Agreement, dated as of May 1, 2001, among the Facility Lessee, the Owner Lessor, Roseton OP LLC, Wilmington Trust Company, as Lessor Manager, and The Chase Manhattan Bank, as Lease Indenture Trustee and Pass Through Trustees. The general provisions of such Appendix A shall apply to this Facility Lease including the terms used herein. SECTION 2. LEASE _____________ Chase Manhattan Bank – North Market Street, Suite 405 Wilmington, DE 19801 Telephone No.: (302) 576-2895 Facsimile No.: (302) 576-2897 Attention: William R. Barbour, Esq. and to the Lease Indenture Trustee: The Chase Manhattan Bank Institutional Trust Services 450 West 33rd Street, 15th Floor New York, New York 10001 Telephone No.: (212) 946-7557 Facsimile No.: (212) 946-8177/8178 Attention: Annette M. Marsula, _____________ Chase Manhattan Bank – York 10001 Telephone No.: (212) 946-7557 Facsimile No.: (212) 946-8177/8178 Attention: Annette M. Marsula, Vice President International/Project Finance Team and to the Pass Through Trustees: The Chase Manhattan Bank Institutional Trust Services 450 West 33rd Street, 15th Floor New York, New York 10001 Telephone No.: (212) 946-7557 Facsimile No.: (212) 946-8177/8178 Attention: Annette M. Marsula, _____________ CHASE MANHATTAN BANK, – L.C. By: _____________________________________ Name: Title: <PAGE> Receipt of the original counterpart of the foregoing Facility Lease is hereby acknowledged on this 8th day of May, 2001. THE CHASE MANHATTAN BANK, as Lease Indenture Trustee By: __________________________ Name: Title: ______________ This acknowledgment executed in the original counterpart only. <PAGE> Schedule 1-A to Facility Lease Periodic Lease Rent _____________ dt 1426694 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Facility Lease Agreement: J.P. Morgan Securities Inc – recognized appraisal firm; and (d) has substantial experience in the business of evaluating facilities similar to the Facility. "Initial Purchasers" shall mean Banc of America Securities LLC, Lehman Brothers Inc., J.P. Morgan Securities Inc ., Salomon Smith Barney Inc. and TD Securities (USA) Inc. "Insurance Consultant" shall mean Marsh USA, Nashville, Tennessee Office. "Interconnection Agreement" shall mean the Interconnection Agreement for Roseton Generating Station, _____________ dt 1493847 ; More...
$77	Preview Subscribers	2001	Facility Lease Agreement Facility Lease Agreement (409K) Doc #1329473: Click preview link for longer preview. Facility Lease Agreement Dated as of May 8, 2001 between Roseton OL LLC, as Owner Lessor and Dynegy Roseton, L.L.C., as Facility Lessee ______________________________________ Roseton Units 1 and 2 ================================================================================ CERTAIN OF THE RIGHT, TITLE AND . . . 1329473	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Facility Lease Agreement: Banc of America Securities LLC – of, a APPENDIX - 17 <PAGE> nationally recognized appraisal firm; and (d) has substantial experience in the business of evaluating facilities similar to the Facility. "Initial Purchasers" shall mean Banc of America Securities LLC , Lehman Brothers Inc., J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and TD Securities (USA) Inc. "Insurance Consultant" shall mean Marsh USA, Nashville, Tennessee Office. "Interconnection Agreement" shall _____________ dt 1356913 ; Dynegy Danskammer Dynegy Danskammer LLC ; IBEW International Brotherhood of Electrical Workers ( Unions ) As referenced in this Facility Lease Agreement: International Brotherhood of Electrical Workers – shall mean the Internal Revenue Code of 1986. "Collective Bargaining Agreement" shall mean the Fossil Production Plant Agreement effective as of July 1, 1998 with Local Union 320 of the International Brotherhood of Electrical Workers A.F. of L.- C.I.O. "Company" shall mean Dynegy Roseton, L.L.C., a Delaware limited liability company. "Competitor" shall have the meaning specified in Section 7.1( _____________ dt 1475395 ;	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Facility Lease Agreement: CHASE MANHATTAN BANK, – TO THIS LEASE AND THE RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEEN ASSIGNED AS COLLATERAL SECURITY TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF THE CHASE MANHATTAN BANK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS LEASE INDENTURE TRUSTEE UNDER AN INDENTURE OF TRUST, MORTGAGE AND SECURITY AGREEMENT, DATED AS OF MAY 8, 2001, BETWEEN SAID LEASE _____________ Chase Manhattan Bank, – Appendix A to the Participation Agreement, dated as of May 1, 2001, among the Facility Lessee, the Owner Lessor, Roseton OP LLC, Wilmington Trust Company, as Lessor Manager, and The Chase Manhattan Bank, as Lease Indenture Trustee and Pass Through Trustees. The general provisions of such Appendix A shall apply to this Facility Lease including the terms used herein. SECTION 2. LEASE _____________ Chase Manhattan Bank – North Market Street, Suite 405 Wilmington, DE 19801 Telephone No.: (302) 576-2895 Facsimile No.: (302) 576-2897 Attention: William R. Barbour, Esq. and to the Lease Indenture Trustee: The Chase Manhattan Bank Institutional Trust Services 450 West 33rd Street, 15th Floor New York, New York 10001 Telephone No.: (212) 946-7557 Facsimile No.: (212) 946-8177/8178 Attention: Annette M. Marsula, _____________ Chase Manhattan Bank – York 10001 Telephone No.: (212) 946-7557 Facsimile No.: (212) 946-8177/8178 Attention: Annette M. Marsula, Vice President International/Project Finance Team and to the Pass Through Trustees: The Chase Manhattan Bank Institutional Trust Services 450 West 33rd Street, 15th Floor New York, New York 10001 Telephone No.: (212) 946-7557 Facsimile No.: (212) 946-8177/8178 Attention: Annette M. Marsula, _____________ CHASE MANHATTAN BANK, – L.C. By: _____________________________________ Name: Title: <PAGE> Receipt of the original counterpart of the foregoing Facility Lease is hereby acknowledged on this 8th day of May, 2001. THE CHASE MANHATTAN BANK, as Lease Indenture Trustee By: __________________________ Name: Title: ______________ This acknowledgment executed in the original counterpart only. <PAGE> Schedule 1-A to Facility Lease Periodic Lease Rent _____________ dt 1426698 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Facility Lease Agreement: J.P. Morgan Securities Inc – recognized appraisal firm; and (d) has substantial experience in the business of evaluating facilities similar to the Facility. "Initial Purchasers" shall mean Banc of America Securities LLC, Lehman Brothers Inc., J.P. Morgan Securities Inc ., Salomon Smith Barney Inc. and TD Securities (USA) Inc. "Insurance Consultant" shall mean Marsh USA, Nashville, Tennessee Office. "Interconnection Agreement" shall mean the Interconnection Agreement for Roseton Generating Station, _____________ dt 1493851 ; More...
$67	Preview Subscribers	2001	Facility Lease Agreement Facility Lease Agreement (409K) Doc #1385374: Click preview link for longer preview. Facility Lease Agreement Dated as of May 8, 2001 between Roseton OL LLC, as Owner Lessor and Dynegy Roseton, L.L.C., as Facility Lessee ______________________________________ Roseton Units 1 and 2 ================================================================================ CERTAIN OF THE RIGHT, TITLE AND . . . 1385374	BofA Securities Banc of America Securities LLC ( Financial ) As referenced in this Facility Lease Agreement: Banc of America Securities LLC – of, a APPENDIX - 17 <PAGE> nationally recognized appraisal firm; and (d) has substantial experience in the business of evaluating facilities similar to the Facility. "Initial Purchasers" shall mean Banc of America Securities LLC , Lehman Brothers Inc., J.P. Morgan Securities Inc., Salomon Smith Barney Inc. and TD Securities (USA) Inc. "Insurance Consultant" shall mean Marsh USA, Nashville, Tennessee Office. "Interconnection Agreement" shall _____________ dt 1357068 ; Dynegy Holdings Dynegy Holdings Inc ; IBEW International Brotherhood of Electrical Workers ( Unions ) As referenced in this Facility Lease Agreement: International Brotherhood of Electrical Workers – shall mean the Internal Revenue Code of 1986. "Collective Bargaining Agreement" shall mean the Fossil Production Plant Agreement effective as of July 1, 1998 with Local Union 320 of the International Brotherhood of Electrical Workers A.F. of L.- C.I.O. "Company" shall mean Dynegy Roseton, L.L.C., a Delaware limited liability company. "Competitor" shall have the meaning specified in Section 7.1( _____________ dt 1475413 ;	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Facility Lease Agreement: CHASE MANHATTAN BANK, – TO THIS LEASE AND THE RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEEN ASSIGNED AS COLLATERAL SECURITY TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF THE CHASE MANHATTAN BANK, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS LEASE INDENTURE TRUSTEE UNDER AN INDENTURE OF TRUST, MORTGAGE AND SECURITY AGREEMENT, DATED AS OF MAY 8, 2001, BETWEEN SAID LEASE _____________ Chase Manhattan Bank, – Appendix A to the Participation Agreement, dated as of May 1, 2001, among the Facility Lessee, the Owner Lessor, Roseton OP LLC, Wilmington Trust Company, as Lessor Manager, and The Chase Manhattan Bank, as Lease Indenture Trustee and Pass Through Trustees. The general provisions of such Appendix A shall apply to this Facility Lease including the terms used herein. SECTION 2. LEASE _____________ Chase Manhattan Bank – North Market Street, Suite 405 Wilmington, DE 19801 Telephone No.: (302) 576-2895 Facsimile No.: (302) 576-2897 Attention: William R. Barbour, Esq. and to the Lease Indenture Trustee: The Chase Manhattan Bank Institutional Trust Services 450 West 33rd Street, 15th Floor New York, New York 10001 Telephone No.: (212) 946-7557 Facsimile No.: (212) 946-8177/8178 Attention: Annette M. Marsula, _____________ Chase Manhattan Bank – York 10001 Telephone No.: (212) 946-7557 Facsimile No.: (212) 946-8177/8178 Attention: Annette M. Marsula, Vice President International/Project Finance Team and to the Pass Through Trustees: The Chase Manhattan Bank Institutional Trust Services 450 West 33rd Street, 15th Floor New York, New York 10001 Telephone No.: (212) 946-7557 Facsimile No.: (212) 946-8177/8178 Attention: Annette M. Marsula, _____________ CHASE MANHATTAN BANK, – L.C. By: _____________________________________ Name: Title: <PAGE> Receipt of the original counterpart of the foregoing Facility Lease is hereby acknowledged on this 8th day of May, 2001. THE CHASE MANHATTAN BANK, as Lease Indenture Trustee By: __________________________ Name: Title: ______________ This acknowledgment executed in the original counterpart only. <PAGE> Schedule 1-A to Facility Lease Periodic Lease Rent _____________ dt 1426807 ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Facility Lease Agreement: J.P. Morgan Securities Inc – recognized appraisal firm; and (d) has substantial experience in the business of evaluating facilities similar to the Facility. "Initial Purchasers" shall mean Banc of America Securities LLC, Lehman Brothers Inc., J.P. Morgan Securities Inc ., Salomon Smith Barney Inc. and TD Securities (USA) Inc. "Insurance Consultant" shall mean Marsh USA, Nashville, Tennessee Office. "Interconnection Agreement" shall mean the Interconnection Agreement for Roseton Generating Station, _____________ dt 1493977 ; More...
$62	Preview Subscribers	2003	Lease Agreement [Amended and Restated] Lease Agreement [Amended and Restated] (316K) Doc #334573: Click preview link for longer preview. AMENDED AND RESTATED LEASE AGREEMENT DATED MAY 23, 2003 Between U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as successor Owner Trustee to State Street Bank and Trust Company of Connecticut, National Association, under the Amended and Restated Trust Agreement (1997-D) dated as of May 23, 2003 and PATRICK E. THEBADO, not in his individual capacity, but solely as successor Co-Trustee to Dori Anne Seakas, as successor Co-Trustee to Traci Hopkins, under the Amended and Restated Trust Agreement (1997-D) dated as of May 23, 2003, as Lessor, and BANK OF AMERICA, N.A. as Lessee Office Buildings Located in the Southeastern United States TO THE EXTENT THAT THIS AMENDED AND RESTATED LEASE AGREEMENT 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 AMENDED AND RESTATED LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN ORIGINAL COUNTERPART NO. 1 THAT CONTAINS THE RECEIPT THEREFOR EXECUTED BY WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS INDENTURE TRUSTEE, ON OR FOLLOWING THE SIGNATURE PAGE THEREOF. {PAGE} CONTENTS {TABLE} {CAPTION} Section Page {S} {C} {C} 1. DEFINITIONS......................................................................................1 2. LEASE OF THE PROPERTIES; RESTATEMENT.............................................................1 2.1 Ownership and Lease.....................................................................1 2.2 Demise and Lease........................................................................2 2.3 Restatement.............................................................................2 3. RENT; FMV LEASE..................................................................................2 3.1 Basic Rent; FMV Lease...................................................................2 3.2 Supplemental Rent.......................................................................4 3.3 Method of Payment.......................................................................4 3.4 Late Payment............................................................................5 3.5 Net Lease; No Setoff; Etc...............................................................5 3.6 Limitations on Rent.....................................................................6 4. RECOMPUTATIONS...................................................................................7 4.1 Adjustments.............................................................................7 4.2 Methodology for Adjustments.............................................................7 4.3 Supplements.............................................................................7 5. RENEWAL OPTIONS..................................................................................7 5.1 Renewal Options.........................................................................7 5.2 Lease Provisions Applicable.............................................................9 6. EARLY TERMINATION;...............................................................................9 6.1 Early Termination Options...............................................................9 6.2 Obsolescence Termination...............................................................13 6.3 Effect of Termination..................................................................14 6.4 Adjustment of Termination Percentages..................................................14 6.5 Demising Work..........................................................................15 6.6 Sublessee Options......................................................................16 7. CONDITION AND USE OF PROPERTIES.................................................................17 7.1 Waivers................................................................................17 8. LIENS; TAXES....................................................................................18 8.1 Liens..................................................................................18 8.2 Taxes..................................................................................19 9. MAINTENANCE AND REPAIR; ALTERATIONS, MODIFICATIONS AND ADDITIONS................................20 9.1 Maintenance and Repair.................................................................20 9.2 Alterations............................................................................21 9.3 Title to Alterations...................................................................24 9.4 Permitted Contests.....................................................................24 9.5 Environmental Compliance...............................................................25 10. USE AND LOCATION................................................................................25 10.1 Location...............................................................................25 10.2 Use....................................................................................26 11. INSURANCE.......................................................................................26 11.1 Coverage...............................................................................26 11.2 Policy Provisions......................................................................27 11.3 Evidence of Insurance..................................................................29 {/TABLE} i {PAGE} {TABLE} {S} {C} {C} 12. RETURN OF LEASED PROPERTY.......................................................................29 13. ASSIGNMENT......................................................................................30 14. LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE.......................................................30 14.1 Payment of Stipulated Loss Value on an Event of Loss...................................30 14.2 Application of Payments When Lease Continues...........................................32 14.3 Payment of Stipulated Loss Value on an Event of Taking.................................32 14.4 Application of Certain Payments Not Relating to an Event of Taking.....................33 14.5 Other Dispositions.....................................................................34 14.6 Negotiations...........................................................................34 14.7 No Rent Abatement......................................................................34 14.8 Investment.............................................................................34 15. INTEREST CONVEYED TO LESSEE.....................................................................34 16. SUBLEASE........................................................................................35 16.1 Sublease Requirements..................................................................35 16.2 Assignment of Subleases................................................................38 16.3 Sublessor Improvements.................................................................38 17. INSPECTION, REPORTS AND NOTICES.................................................................39 17.1 Inspection.............................................................................39 17.2 Reports................................................................................39 17.3 Notices from Governmental Authorities..................................................39 18. LEASE EVENTS OF DEFAULT.........................................................................39 19. ENFORCEMENT.....................................................................................41 19.1 Remedies...............................................................................41 19.2 Survival of the Lessee's Obligations...................................................43 19.3 Remedies Cumulative; No Waiver; Consents...............................................44 20. RIGHT TO PERFORM FOR THE LESSEE.................................................................44 21. MISCELLANEOUS...................................................................................44 21.1 Binding Effect; Successors and Assigns; Survival.......................................44 21.2 Quiet Enjoyment........................................................................45 21.3 Notices................................................................................45 21.4 Severability...........................................................................45 21.5 Amendment; Complete Agreements.........................................................45 21.6 Headings...............................................................................46 21.7 Counterparts...........................................................................46 21.8 Governing Law..........................................................................46 21.9 Apportionments.........................................................................46 21.10 Discharge of the Lessee's Obligations by its Sublessees................................46 21.11 Nature of Lessor's Obligations.........................................................46 21.12 Estoppel Certificates..................................................................47 21.13 Granting of Easements..................................................................47 21.14 No Joint Venture.......................................................................48 21.15 No Accord and Satisfaction.............................................................48 21.16 No Merger..............................................................................48 21.17 Investment of Funds....................................................................48 21.18 True Lease.............................................................................49 {/TABLE} ii {PAGE} Appendix A Definitions Exhibit A Form of FMV Lease Exhibit B Form of Sublease Exhibit C Form of Bank Branch Lease Exhibit D Form of Subordination, Non-Disturbance And Attornment Agreement Exhibit E Form of AFR Sublease Exhibit F Form of Partial Occupancy Lease Schedule 1 Stipulated Loss Value Schedule 2 Section 9.2(d) Dates Schedule 3 Land and Improvement Description and Lessor's Cost Schedule 4 Basic Rent iii {PAGE} AMENDED AND RESTATED LEASE AGREEMENT (this Lease) dated as of May 23, 2003 BETWEEN: (1) U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as successor Owner Trustee (the Owner Trustee) to State Street Bank and Trust Company of Connecticut, National Association, under the Amended and Restated Trust Agreement (1997-D) dated as of May 23, 2003 (the Trust Agreement (1997-D)) and PATRICK E. THEBADO, not in his individual capacity, but solely as successor Co-Trustee (the Co-Trustee) to Dori Anne Seakas, as successor Co-Trustee to Traci Hopkins, under the Trust Agreement (1997-D) (the Owner Trustee as the lessor of the Lessor Properties in states other than the Co-Trustee States and the Co-Trustee as the lessor of the Lessor Properties in the Co-Trustee States separately or together, as applicable, the Lessor); and (2) BANK OF AMERICA, N.A., a national banking association, as the lessee (the Lessee). WHEREAS (A) the Lessee (as successor to Nationsbank, N.A.) was a party to each of (i) that certain Lease Agreement (1997-C) dated as of June 4, 1997 (Lease C) with State Street Bank and Trust Company of Connecticut, National Association, as owner trustee under the Trust Agreement (1997-C) dated as of June 4, 1997 (the Trust Agreement (1997-C)), and Traci Hopkins, as co-trustee under Trust Agreement (1997-C) (together the C Lessor) and (ii) that certain Lease Agreement (1997-D) dated as of June 4, 1997 (Lease D) with Lessor; (B) the Owner Trustee in its capacity as owner trustee under Trust Agreement (1997-D) has acquired (i) all interest of the C Lessor in the Properties and in Lease C; and (ii) all interest of each of REMAN 1997-C, Inc. and REMAN 1997-D, Inc. in the Properties; and (C) the Lessor and the Lessee wish to amend and restate both of Lease C and Lease D in this Lease. In consideration of the mutual agreements herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS The capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in Appendix A hereto for all purposes hereof. 2. LEASE OF THE PROPERTIES; RESTATEMENT 2.1 Ownership and Lease The parties acknowledge that this Lease constitutes a lease of, and creates in the Lessee as described in Section 2.2 a leasehold estate in and to the Properties. {PAGE} 2.2 Demise and Lease Since the Original Closing Date the Lessor and its predecessors in interest have demised and leased, and on the Closing Date, the Lessor shall continue to demise and lease, all of its right, title and interest in and to the Properties listed in Schedule 3 hereto to the Lessee, and since the Original Closing Date the Lessee has rented and leased, and on the Closing Date the Lessee shall continue to rent and lease, the respective Properties from the Lessor, for the Basic Term and, subject to the exercise by the Lessee of its renewal options as provided in and in accordance with Article 5 hereof, for the Renewal Terms, unless earlier terminated in accordance with the provisions of this Lease. The Lessee may from time to time own or hold under lease from Persons other than the Lessor, furniture, trade fixtures, equipment and other personalty located on or about the Properties that are not subject to this Lease. The Lessor shall from time to time, upon the reasonable request of the Lessee, at the Lessee's expense, promptly acknowledge in writing to the Lessee or other Persons that the Lessor does not own or have any other right or interest in or to such furniture, trade fixtures, personalty and equipment. The demise and lease of the Properties pursuant to this Article 2 shall include any additional right, title or interest in the Properties which may at any time be acquired by the Lessor. 2.3 Restatement The Original Leases are hereby amended and restated by this Lease without any interruption and with all rights and obligations accruing prior to the date hereof continuing after the date hereof under this Lease. 3. RENT; FMV LEASE 3.1 Basic Rent; FMV Lease (a) Lessee shall pay to Lessor Basic Rent for the Properties subject to this Lease equal to the sum of the Scheduled Basic Rent and the Additional Basic Rent. Scheduled Basic Rent shall equal on each Rent Payment Date during the Basic Term the amounts for the periods shown in Schedule 4 hereto (which amounts shall be subject to adjustment pursuant to Article 4 hereof). If for any reason a Property is terminated from this Lease pursuant to a Terminating Event, Scheduled Basic Rent on and after the date of such termination shall be (x) the Scheduled Basic Rent as in effect just prior to such termination less an amount calculated by multiplying (y) such Scheduled Basic Rent by a fraction (z) the numerator of which is the Lessor's Cost of such Property and the denominator of which is Assumed Lessor's Cost. (b) The Scheduled Basic Rent amounts set forth on Schedule 4 hereto have been computed based on the assumption, inter alia, that the Lessee will elect to terminate this Lease (or exercise its option to sublease pursuant to Section 6.1(f)) with respect to certain Properties at the earliest dates and in the highest percentages permitted in accordance with Section 6.1(a) hereof. Should the Lessee not so elect, or elect to terminate this Lease (or exercise its option to sublease pursuant to Section 6.1(f)) with respect to some Properties but less than the maximum percentages set forth in such Section 6.1(a) on an Anniversary, then Basic Rent payable on each Rent Payment Date (which for this purpose means every date shown on Schedule 4 hereto after such Anniversary and for such period of time as there remain more Properties subject to this Lease (and not subject to a sublease pursuant to Section 6.1(f)) than the Lessee is permitted to terminate pursuant to Section 6.1(a)), including the Basic Rent due on the Rent Payment Date on which such Property is terminated, shall be increased by one twelfth of the Average Annual Rent Factor multiplied by 2 {PAGE} the cumulative amount of Lessor's Cost of the Properties (or portion thereof) permitted by Section 6.1(a) of this Lease to be terminated (or so subleased) under this Lease as of such Rent Payment Date, but not then so terminated (or so subleased) (such increase being referred to as Additional Basic Rent). (c) In the event Lessee is permitted under Section 6.1(a) of this Lease to terminate this Lease as to one or more Properties, but Lessee has not elected to do so, Lessee may, subject to the terms of Section 3.1(d), by notice to Lessor at least 180 days prior to any Anniversary, terminate such Property or Properties from this Lease (any Properties so terminated, the FMV Properties), in which event, effective as of such Anniversary, (i) the FMV Properties will be terminated from this Lease, (ii) a Termination Transferee, and Lessee shall enter into a FMV Lease with respect to such FMV Properties or, subject to Section 3.1(f), portions thereof, and (iii) the Basic Rent for each such FMV Property (or portion thereof) shall (from and after such Anniversary during the remainder of the Basic Term and any Renewal Term under the applicable FMV Lease) be equal to the Fair Market Rental Value of such FMV Property (or portion thereof). Such notice may be revoked by the Lessee for any reason up to 60 days prior to such Anniversary. Each FMV Lease shall be for a term selected by the Lessee which is not less than five, nor more than ten years, and at the end of such term may be terminated or renewed with rent calculations as described above in this paragraph. FMV Properties shall be considered to have been terminated from this Lease for purposes of determining whether or not the Total Joint Maximum Cumulative Percentages set forth in Section 6.1(a) have been exceeded and for purposes of Section 3.1(a) and (b), it being understood that Properties with respect to which a termination notice has 334573	BofA Securities Banc of America Securities LLC ( Financial )