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Aircraft Lease Agreement
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AIRCRAFT LEASE AGREEMENT
dated as of NOVEMBER 9, 1999 ("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 (together with its successors and assigns, if any "LESSOR") and TRC
REALTY CO., a corporation organized and existing under the laws of the State of
Vermont with its mailing address and chief place of business at 6075 POPLAR
AVENUE, SUITE 800, MEMPHIS, TN 38119 4709 (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 the manufacturer or supplier
thereof ("SUPPLIER") and lease it to Lessee if on or before the Last Delivery
Date (specified in Annex B) Lessor receives each of the following documents in
form and substance satisfactory to Lessor: (i) a copy of this Lease executed by
Lessee, (ii) unless Lessor shall have delivered its purchase order for the
Aircraft or received a bill of sale for the Aircraft in the name of Lessor (and
in form and substance satisfactory to Lessor), the Purchase Document(s)
Assignment and Consent in the form of Annex C, with copies of the purchase order
or other purchase documents attached thereto; (iii) copies of insurance policies
or, at Lessor's option, such other evidence of insurance which complies with the
requirements of Section 10, (iv) evidence of an N number for the Aircraft
together with an assignment of the rights thereto to Lessor; (v) evidence that
the Aircraft has been duly certified as to type and airworthiness by the Federal
Aviation Administration ("FAA"); (vi) evidence that Lessor's designated FAA
escrow agent (which may be FAA counsel) has received in escrow the executed bill
of sale and AC Form 8050-1 Aircraft Registration Form (except for the pink copy
which shall be available to be placed on the Aircraft upon acceptance thereof),
and an executed duplicate of this Lease all in proper form for filing with the
FAA; (vii) resolution of Lessee authorizing this Lease in the form of Annex D;
(viii) a completed inspection and/or survey with respect to the Aircraft in
accordance with the requirements set forth in the Certificate of Acceptance; and
(ix) such other documents as Lessor may reasonably request. Lessor's obligation
to lease the Aircraft hereunder is further conditioned upon (1) the cost to
Lessor of the acquisition of the Aircraft not exceeding the Capitalized Lessor's
Cost stated on Annex A; (2) upon delivery of the Aircraft, Lessee's execution
and delivery to Lessor of a Certificate of Acceptance in the form of Annex E;
and (3) filing of all necessary documents with, and the acceptance thereof by,
the FAA.
(c) Lessor hereby appoints Lessee its agent for inspection and acceptance
of the Aircraft from the Supplier. Once the Certificate of Acceptance has been
signed, Lessee may not cancel this Lease.
112726
|
 GE Capital
As referenced in this Aircraft Lease Agreement:
GENERAL ELECTRIC
CAPITAL CORP – NOVEMBER 9, 1999 ("AGREEMENT")
This Agreement (together with all supplements, annexes, exhibits and schedules
hereto hereinafter referred to as the "LEASE") is between GENERAL ELECTRIC
CAPITAL CORP ORATION, with an office at 44 OLD RIDGEBURY ROAD, DANBURY, CT
06810-5105 (together with its successors and assigns, if any "LESSOR") and
_____________
GENERAL ELECTRIC CAPITAL CORP – 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 CORP ORATION TRC REALTY CO.
By:__________________________________ By: _________________________________
Name:________________________________ Name:________________________________
Title:_______________________________ Title:_______________________________
(8/94-R092398) Annex B (Aircraft/Fixed)
_____________
GENERAL ELECTRIC CAPITAL CORP – ANNEX B
DATED THIS NOVEMBER 9, 1999
TO AIRCRAFT LEASE AGREEMENT
DATED AS OF NOVEMBER 9, 1999
Lessor & Mailing Address: Lessee & Mailing Address:
GENERAL ELECTRIC CAPITAL CORP ORATION TRC REALTY CO.
44 OLD RIDGEBURY ROAD 7 BURLINGTON SQ. 6TH FLOOR
DANBURY, CT 06810-5105 BURLINGTON, VT 05401
Capitalized terms not
_____________
GENERAL ELECTRIC CAPITAL CORP – 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 CORP ORATION TRC REALTY CO.
By:_________________________________ By: _______________________________
Name:_______________________________ Name:______________________________
Title:______________________________ Title:_____________________________
ATTEST
By:________________________________
Name: _____________________________
10 of
_____________
dt 100972
;
TRC Realty Co.;
| Restaurant Co.
|
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Aircraft Lease Agreement
Aircraft Lease Agreement (35K)
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TO THE EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER
(AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE
JURISDICTION), NO SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE
CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE
ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART
DESIGNATED AS THE ORIGINAL ON THE SIGNATURE PAGE OF THIS AGREEMENT BY
LESSOR (AS TERM IS DEFINED HEREIN).
AIRCRAFT LEASE AGREEMENT
Dated as of September 10, 1999
between
GENERAL ELECTRIC CAPITAL CORPORATION
as Lessor
and
MIDWAY AIRLINES CORPORATION
as Lessee
in respect of Aircraft: Boeing 737-700
Serial No: 30051
_________________________________
incorporating the provisions of that certain
COMMON TERMS AGREEMENT
(as defined herein)
______________________________
{PAGE}
AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT is made as of September 10, 1999, and is BETWEEN:
(1) GENERAL ELECTRIC CAPITAL CORPORATION, a company incorporated under the laws
of the State of New York, having its principal place of business and chief
executive office at 260 Long Ridge Road, Stamford, CT 06927 ("Lessor"); and
(2) MIDWAY AIRLINES CORPORATION, a company incorporated under the laws of the
State of Delaware, having its principal place of business and chief
executive office at 2801 Slater Road, Suite 200, Morrisville, NC 27560
("Lessee").
WHEREAS:
(A) Lessee wishes to lease the Aircraft (as defined below) from Lessor, and
Lessor wishes to lease the Aircraft to Lessee, on the terms and subject to
the conditions provided herein;
(B) Lessor and Lessee have entered into the Common Terms Agreement (as defined
below); and
(C) Lessor and Lessee wish to incorporate by reference such Common Terms
Agreement, as well as Schedules A and B attached hereto, into this Aircraft
Lease Agreement for the Aircraft;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. INTERPRETATION
1.1 Definitions: In this Aircraft Lease Agreement, the following capitalized
words and expressions have the respective meanings set forth below and the
meanings set forth in Schedules A and B:
112730
|
GE Capital
As referenced in this Aircraft Lease Agreement:
GENERAL ELECTRIC CAPITAL CORP – THE SIGNATURE PAGE OF THIS AGREEMENT BY
LESSOR (AS TERM IS DEFINED HEREIN).
AIRCRAFT LEASE AGREEMENT
Dated as of September 10, 1999
between
GENERAL ELECTRIC CAPITAL CORP ORATION
as Lessor
and
MIDWAY AIRLINES CORPORATION
as Lessee
in respect of Aircraft: Boeing 737-700
Serial No: 30051
_________________________________
incorporating the provisions
_____________
GENERAL ELECTRIC CAPITAL CORP – as defined herein)
______________________________
{PAGE}
AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT is made as of September 10, 1999, and is BETWEEN:
(1) GENERAL ELECTRIC CAPITAL CORP ORATION, a company incorporated under the laws
of the State of New York, having its principal place of business and chief
executive office
_____________
General Electric Capital
Corp – Manufacturer's Maintenance
Planning Document.
Common Terms Agreement means the "Aircraft Lease Common Terms Agreement"
dated as of September 10, 1999 executed by General Electric Capital
Corp oration and Midway Airlines Corporation (as in effect on the date
hereof without, unless Lessor and Lessee otherwise expressly agree, giving
any effect
_____________
General Electric Capital Corp – the Common Terms Agreement.
6. ADDRESSES FOR NOTICES
The addresses and facsimile and telephone numbers of Lessor and Lessee are
as follows:
Lessor: General Electric Capital Corp oration
Address: c/o GE Capital Aviation Services
201 High Ridge Road
Stamford, CT 06927
Attention: Contracts Leader
Facsimile: (203) 357-4585
Telephone: (
_____________
GENERAL ELECTRIC CAPITAL CORP – Lease Agreement, each by their duly authorized representative(s), as
of the date shown at the beginning of this Aircraft Lease Agreement.
LESSOR:
GENERAL ELECTRIC CAPITAL CORP ORATION
By: __________________________
Name: __________________________
Title: __________________________
LESSEE:
MIDWAY AIRLINES CORPORATION
By: __________________________
Name: __________________________
Title: __________________________
7
{PAGE}
SCHEDULE A
PART I-
_____________
dt 100973
;
Bankers Trust
As referenced in this Aircraft Lease Agreement:
Bankers Trust
– particulars, to which
all payments to Lessor shall be made, are at the date hereof Bankers Trust
Company, ABA number
4
{PAGE}
021 001 033 for the account of GECC T&
dt 44168
;
| Midway Airlines Corp.
|
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Aircraft Lease Agreement
Aircraft Lease Agreement (92K)
Doc #112735: Click preview link for longer preview.
AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT, dated as of November 12, 1998 (together with all
supplements, annexes, exhibits and schedules hereto hereinafter referred to as
the "Lease"), between GENERAL ELECTRIC CAPITAL CORPORATION, with an office at
1787 SENTRY PARKWAY/WEST 16 SENTRY PARK/WEST, SUITE 200, BLUE BELL, PA 19422
(hereinafter called, together with its successors and assigns, if any, "LESSOR")
and AUTOCAM CORPORATION , a corporation organized and existing under the laws of
the State of Michigan with its mailing address and chief place of business at
4070 E. PARIS AVENUE , KENTWOOD, MI 49512 (hereinafter called "LESSEE").
WITNESSETH:
I. 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) The obligation of Lessor to purchase the Aircraft from the manufacturer
or supplier thereof ("SUPPLIER") and to lease the same to Lessee hereunder shall
be subject to the Commencement Date of the Lease, as that term is hereinafter
defined in Section 11, occurring on or prior to the Last Delivery Date specified
in Annex B, on the representations and warranties of Lessee contained herein
being true and accurate as of the Commencement Date and further conditioned on
receipt by Lessor, on or prior to the Commencement Date, of each of the
following documents in form and substance satisfactory to Lessor: (i) a copy of
this Lease executed by Lessee, (ii) unless Lessor shall have delivered its
purchase order for such Aircraft or received a bill of sale for the Aircraft in
the name of lessor (and in form and substance satisfactory to Lessor), the
Purchase Document(s) Assignment and Consent in the form of annex C, with copies
of the purchase order or other purchase documents attached thereto; (iii) copies
of insurance policies or, at Lessor's option, such other evidence of insurance
which complies with the requirements of Section X, (iv) evidence of an N number
for the Aircraft together with an assignment of the rights thereto to Lessor;
(v) evidence that the Aircraft has been duly certified as to type and
airworthiness by the Federal Aviation Administration ("FAA"); (vi) evidence that
Lessor's designated FAA escrow agent (which may be FAA counsel) has received in
escrow the executed bill of sale and AC Form 8050-1 Aircraft Registration Form
(except for the pink copy which shall be available to be placed on the Aircraft
upon acceptance thereof), and an executed duplicate of this Lease all in proper
form for filing with the FAA; (vii) resolution of lessee authorizing this Lease
in the form of annex D; (viii) a completed inspection and/or survey with respect
to the Aircraft in accordance with the requirements set forth in the Certificate
of acceptance; and (ix) such other documents as Lessor may reasonably request.
Lessor's obligation to lease the Aircraft hereunder is further conditioned upon
(aa) the cost to Lessor of the acquisition of the Aircraft not exceeding the
Capitalized Lessor's Cost stated on Annex A; (bb) upon delivery of the Aircraft,
Lessee's execution and delivery to Lessor of a Certificate of Acceptance in the
form of annex E; and (cc) filing of all necessary documents with, and the
acceptance thereof by, the FAA.
(c) Lessor hereby appoints Lessee its agent for inspection and acceptance
of the Aircraft from the Supplier. Subject to the aforestated conditions, upon
execution by Lessee of the Certificate of Acceptance, the Aircraft described
thereon shall be deemed to have been delivered to, and irrevocably accepted by,
Lessee for lease hereunder.
112735
|
GE Capital
As referenced in this Aircraft Lease Agreement:
GENERAL ELECTRIC CAPITAL CORP – AGREEMENT, dated as of November 12, 1998 (together with all
supplements, annexes, exhibits and schedules hereto hereinafter referred to as
the "Lease"), between GENERAL ELECTRIC CAPITAL CORP ORATION, with an office at
1787 SENTRY PARKWAY/WEST 16 SENTRY PARK/WEST, SUITE 200, BLUE BELL, PA 19422
(hereinafter called, together with
_____________
GENERAL ELECTRIC CAPITAL CORP – 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 CORP ORATION AUTOCAM CORPORATION
By: /s/ Nabila S. Mahimud By: /s/ Warren A. Veltman
Title: Risk Analyst Title: Treasurer
E-49
{PAGE} 15
AMENDMENT
_____________
GENERAL ELECTRIC CAPITAL CORP – s/ Warren A. Veltman
Title: Risk Analyst Title: Treasurer
E-49
{PAGE} 15
AMENDMENT TO AIRCRAFT LEASE AGREEMENT DATED NOVEMBER 12, 1998
BETWEEN GENERAL ELECTRIC CAPITAL CORP ORATION AS LESSOR,
AND AUTOCAM CORPORATION AS LESSEE
This Amendment dated as of November 12, 1998 amends and modifies the
above-referenced Aircraft
_____________
GENERAL ELECTRIC CAPITAL CORP – Lessor have caused this Amendment to be executed
by their duly authorized representatives as of this 12th day of November, 1998.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORP ORATION AUTOCAM CORPORATION
By: /s/ Nabila S. Mahimud By: /s/ Warren A. Veltman
Title: Risk Analyst Title: Treasurer
E-51
{PAGE} 17
ANNEX
_____________
GENERAL ELECTRIC CAPITAL CORP – IN THE MAINTENANCE SECTION OF LEASE)
(a) Four-by-six inch plaque to be maintained in cockpit and affixed in
conspicuous position stating:
GENERAL ELECTRIC CAPITAL CORP ORATION Owner and Lessor.
AUTOCAM CORPORATION Lessee under a certain Lease dated as of November 12, 1998
has operational control of this aircraft.
(
_____________
dt 100975
;
| Autocam Corp.
|
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Aircraft Lease Agreement
Aircraft Lease Agreement (61K)
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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 1000 Windward Concourse, Suite 403 P.O.
Box 3300, Alpharetta, GA 30023-3300 (hereinafter called, together with its
successors and assigns, if any, "Lessor") and Smart Choice Automotive Group,
Inc., a corporation organized and existing under the laws of the State of
Florida with its mailing address and chief place of business at 5200 S.
Washington Avenue, Titusville, FL 32780 (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 the manufacturer or
supplier thereof ("Supplier") and lease it to Lessee if on or before the Last
Delivery Date (specified in Annex B) Lessor receives each of the following
documents in form and substance satisfactory to Lessor: (i) a copy of this Lease
executed by Lessee, (ii) unless Lessor shall have delivered its purchase order
for the Aircraft or received a bill of sale for the Aircraft in the name of
Lessor (and in form and substance satisfactory to Lessor), the Purchase
Document(s) Assignment and Consent in the form of Annex C, with copies of the
purchase order or other purchase documents attached thereto; (iii) copies of
insurance policies or, at Lessor's option, such other evidence of insurance
which complies with the requirements of Section 10, (iv) evidence of an N number
for the Aircraft together with an assignment of the rights thereto to Lessor;
(v) evidence that the Aircraft has been duly certified as to type and
airworthiness by the Federal Aviation Administration ("FAA"); (vi) evidence that
Lessor's designated FAA escrow agent (which may be FAA counsel) has received in
escrow the executed bill of sale and AC Form 8050-1 Aircraft Registration Form
(except for the pink copy which shall be available to be placed on the Aircraft
upon acceptance thereof), and an executed duplicate of this Lease all In proper
form for filing with the FAA; (vii) resolution of Lessee authorizing this Lease
in the form of Annex D; (viii) a completed inspection and/or survey with respect
to the Aircraft in accordance with the requirements set forth in the Certificate
of Acceptance; and (ix) such other documents as Lessor may reasonably request.
Lessor's obligation to lease the Aircraft hereunder is further conditioned upon
(1) the cost to Lessor of the acquisition of the Aircraft not exceeding the
Capitalized Lessor's Cost stated on Annex A; (2) upon delivery of the Aircraft
Lessee's execution and delivery to Lessor of a Certificate of Acceptance in the
form of Annex E; and (3) filing of all necessary documents with, and the
acceptance thereof by, the FAA.
(c) Lessor hereby appoints Lessee its agent for inspection and
acceptance of the Aircraft from the Supplier. Once the Certificate of Acceptance
has been signed, Lessee may not cancel this Lease.
2. TERM, RENT AND PAYMENT:
(a) The rent ("Rent") payable for the Aircraft and Lessee's right to
use the Aircraft begins on the date Lessee signs the Certificate of Acceptance
("Commencement Date"). The term ("Term") of this Lease shall commence on the
Commencement Date and shall continue, unless earlier terminated pursuant to the
provisions of this Lease, until and including the Expiration Date stated in
Annex B. If any Term is extended or renewed, the word "Term" shall be deemed to
refer to all extended or renewal Terms, and all provisions of this Lease shall
apply during any such extension or renewal Terms, except as may be otherwise
specifically provided in writing.
(b) Lessee shall pay rent to Lessor at its address stated above, except
as otherwise directed by Lessor. Rent payments shall be in the amount, payable
at such intervals and due in accordance with the provisions of Annex B. (Each
payment of Rent is hereinafter referred to as a "Rent Payment"). If one or more
Advance Rent is payable, such Advance Rent shall be (i) set forth on Annex B and
due in accordance with the provisions of Annex B, and (ii) when received by
Lessor, applied to the first Basic Term for Rent Payment as set forth on Annex B
and the balance, if any, to the final Rent Payment(s), in inverse order of
maturity, In no event shall any Advance Rent or any other Rent Payment be
refunded to Lessee. If Rent is not paid within ten (10) days of its due date,
Lessee agrees to pay a late charge of five cents ($.05) per dollar on, and in
addition to, the amount of such Rent but not exceeding the lawful maximum if
any.
112755
|
GE Capital
As referenced in this Aircraft Lease Agreement:
General Electric
Capital Corp – 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 Corp oration, with an office at 1000 Windward Concourse, Suite 403 P.O.
Box 3300, Alpharetta, GA 30023-3300 (hereinafter called, together with its
_____________
GENERAL ELECTRIC CAPITAL CORP – 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 CORP ORATION SMART CHOICE AUTOMOTIVE GROUP, INC.
By: /s/ Allen Brown By: /s/ Joseph E. Mohr
- ------------------------------------ ------------------------------
Allen Brown Joseph E. Mohr
Regional Risk Manager
_____________
General Electric Capital Corp – in the MAINTENANCE Section of Lease)
a) Four-by-six inch plaque to be maintained in cockpit and affixed in
conspicuous position stating: General Electric Capital Corp oration Owner and
Lessor. Smart Choice Automotive Group, Inc. Lessee under a certain Lease dated
as of _______________ has operational control of this
_____________
General Electric Capital Corp – __________________________ Lessor:__________________________
{PAGE}
ANNEX B
DATED THIS ____________________
TO AIRCRAFT LEASE AGREEMENT
DATED AS OF ___________________
Lessor & Mailing Address: Leesee & Mailing Address:
General Electric Capital Corp oration Smart Choice Automotive Group, Inc.
1000 Windward Concourse, Suite 403 5200 S. Washington Avenue
P.O. Box 3300 Titusville, FL 32780
Alpharetta,
_____________
dt 100976
;
Smart Choice
As referenced in this Aircraft Lease Agreement:
SMART CHOICE AUTOMOTIVE GROUP INC –
SMART CHOICE AUTOMOTIVE GROUP INC
_____________
Smart Choice Automotive Group,
Inc. – Corporation, with an office at 1000 Windward Concourse, Suite 403 P.O.
Box 3300, Alpharetta, GA 30023-3300 (hereinafter called, together with its
successors and assigns, if any, "Lessor") and Smart Choice Automotive Group,
Inc. , a corporation organized and existing under the laws of the State of
Florida with its mailing address and chief place of business at 5200 S.
Washington Avenue, Titusville, FL
_____________
SMART CHOICE AUTOMOTIVE GROUP, INC. – 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 SMART CHOICE AUTOMOTIVE GROUP, INC.
By: /s/ Allen Brown By: /s/ Joseph E. Mohr
- ------------------------------------ ------------------------------
Allen Brown Joseph E. Mohr
Regional Risk Manager Executive Vice President/Chief
Financial Officer
ANNEX A
DESCRIPTION OF AIRCRAFT,
_____________
Smart Choice Automotive Group, Inc. – in the MAINTENANCE Section of Lease)
a) Four-by-six inch plaque to be maintained in cockpit and affixed in
conspicuous position stating: General Electric Capital Corporation Owner and
Lessor. Smart Choice Automotive Group, Inc. Lessee under a certain Lease dated
as of _______________ has operational control of this Aircraft.
b) Similar markings shall be permanently affixed to each engine.
Initials:
Lessee:__________________________ Lessor:
_____________
Smart Choice Automotive Group, Inc. – engine.
Initials:
Lessee:__________________________ Lessor:__________________________
ANNEX B
DATED THIS ____________________
TO AIRCRAFT LEASE AGREEMENT
DATED AS OF ___________________
Lessor & Mailing Address: Leesee & Mailing Address:
General Electric Capital Corporation Smart Choice Automotive Group, Inc.
1000 Windward Concourse, Suite 403 5200 S. Washington Avenue
P.O. Box 3300 Titusville, FL 32780
Alpharetta, GA 30023-3300
Capitalized terms not defined herein shall have the meanings
_____________
dt 1852111
;
|
Smart Choice
As referenced in this Aircraft Lease Agreement:
Smart Choice Automotive Group,
Inc. – Corporation, with an office at 1000 Windward Concourse, Suite 403 P.O.
Box 3300, Alpharetta, GA 30023-3300 (hereinafter called, together with its
successors and assigns, if any, "Lessor") and Smart Choice Automotive Group,
Inc. , a corporation organized and existing under the laws of the State of
Florida with its mailing address and chief place of business at 5200 S.
Washington Avenue, Titusville, FL
_____________
SMART CHOICE AUTOMOTIVE GROUP, INC. – 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 SMART CHOICE AUTOMOTIVE GROUP, INC.
By: /s/ Allen Brown By: /s/ Joseph E. Mohr
- ------------------------------------ ------------------------------
Allen Brown Joseph E. Mohr
Regional Risk Manager Executive Vice President/Chief
Financial Officer
{PAGE}
ANNEX A
DESCRIPTION OF AIRCRAFT,
_____________
Smart Choice Automotive Group, Inc. – in the MAINTENANCE Section of Lease)
a) Four-by-six inch plaque to be maintained in cockpit and affixed in
conspicuous position stating: General Electric Capital Corporation Owner and
Lessor. Smart Choice Automotive Group, Inc. Lessee under a certain Lease dated
as of _______________ has operational control of this Aircraft.
b) Similar markings shall be permanently affixed to each engine.
Initials:
Lessee:__________________________ Lessor:
_____________
Smart Choice Automotive Group, Inc. – engine.
Initials:
Lessee:__________________________ Lessor:__________________________
{PAGE}
ANNEX B
DATED THIS ____________________
TO AIRCRAFT LEASE AGREEMENT
DATED AS OF ___________________
Lessor & Mailing Address: Leesee & Mailing Address:
General Electric Capital Corporation Smart Choice Automotive Group, Inc.
1000 Windward Concourse, Suite 403 5200 S. Washington Avenue
P.O. Box 3300 Titusville, FL 32780
Alpharetta, GA 30023-3300
Capitalized terms not defined herein shall have the meanings
_____________
dt 1466551
|
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Aircraft Lease Agreement
Aircraft Lease Agreement (97K)
Doc #142538: Click preview link for longer preview.
AIRCRAFT LEASE AGREEMENT
dated as of 2/8/02 ("AGREEMENT")
This Agreement (together with all supplements, exhibits and schedules hereto
hereinafter referred to as the "LEASE") is between GENERAL ELECTRIC CAPITAL
CORPORATION, with an office at 2400 E. KATELLA AVENUE SUITE 800, ANAHEIM, CA
92806 (together with its successors and assigns, if any "LESSOR") and TERAYON
COMMUNICATION SYSTEMS, INC., a corporation organized and existing under the
laws of the State of Delaware with its mailing address and chief place of
business at 2952 BUNKER HILL LANE, SANTA CLARA, CA 95054 (hereinafter called
"LESSEE").
1. LEASING:
(a) Subject to the terms and conditions set forth below, Lessor agrees to
lease to Lessee, and Lessee agrees to lease from Lessor, the aircraft,
including the airframe, engines and all appurtenant equipment and property
(together hereinafter the "AIRCRAFT") described in Annex A.
(b) Lessor shall purchase the Aircraft from the manufacturer or supplier
thereof ("SUPPLIER") and lease it to Lessee if on or before the Last Delivery
Date (specified in Annex B) Lessor receives each of the following documents in
form and substance satisfactory to Lessor: (i) a copy of this Lease executed by
Lessee, (ii) unless Lessor shall have delivered its purchase order for the
Aircraft or received a bill of sale for the Aircraft in the name of Lessor (and
in form and substance satisfactory to Lessor), the Purchase Document(s)
Assignment and Consent in the form of Annex C, with copies of the purchase
order or other purchase documents attached thereto; (iii) copies of insurance
policies or, at Lessor's option, such other evidence of insurance which
complies with the requirements of Section 10, (iv) evidence of an N number for
the Aircraft together with an assignment of the rights thereto to Lessor; (v)
evidence that the Aircraft has been duly certified as to type and airworthiness
by the Federal Aviation Administration ("FAA"); (vi) evidence that Lessor's
designated FAA escrow agent (which may be FAA counsel) has received in escrow
the executed bill of sale and AC Form 8050-1 Aircraft Registration Form (except
for the pink copy which shall be available to be placed on the Aircraft upon
acceptance thereof), and an executed duplicate of this Lease all in proper form
for filing with the FAA; (vii) resolution of Lessee authorizing this Lease in
the form of Annex D; (viii) a completed inspection and/or survey with respect
to the Aircraft in accordance with the requirements set forth in the Certificate
of Acceptance; and (ix) such other documents as Lessor may reasonably request.
Lessor's obligation to lease the Aircraft hereunder is further conditioned upon
(1) the cost to Lessor of the acquisition of the Aircraft not exceeding the
Capitalized Lessor's Cost stated on Annex A; (2) upon delivery of the Aircraft,
Lessee's execution and delivery to Lessor of a Certificate of Acceptance in the
form of Annex E; and (3) filing of all necessary documents with, and the
acceptance thereof by, the FAA.
(c) Lessor hereby appoints Lessee its agent for inspection and acceptance
of the Aircraft from the Supplier. Once the Certificate of Acceptance has been
signed, Lessee may not cancel this Lease.
2. TERM, RENT AND PAYMENT:
(a) The rent ("RENT") payable for the Aircraft and Lessee's right to use
the Aircraft begins on the date Lessee signs the Certificate of Acceptance
("COMMENCEMENT DATE"). The term ("TERM") of this Lease shall commence on the
Commencement Date and shall continue, unless earlier terminated pursuant to the
provisions of this Lease, until and including the Expiration Date stated in
Annex B. If any Term is extended or renewed, the word "TERM" shall be deemed to
refer to all extended or renewal Terms, and all provisions of this Lease shall
apply during any such extension or renewal Terms, except as may be otherwise
specifically provided in writing.
(b) Lessee shall pay rent to Lessor at its address stated above, except as
otherwise directed by Lessor. Rent payments shall be in the amount, payable at
such intervals and due in accordance with the provisions of Annex B. (Each
payment of Rent is hereinafter referred to as a "RENT PAYMENT".) If one or more
Advance Rent is payable, such Advance Rent shall be (i) set forth on Annex B and
due in accordance with the provisions of Annex B, and (ii) when received by
Lessor, applied to the first Basic Term for Rent Payment as set forth on Annex B
and the balance, if any, to the final Rent Payment(s), in inverse order of
maturity. In no event shall any Advance Rent or any other Rent Payment be
refunded to Lessee. If Rent is not paid within ten (10) days of its due date,
Lessee agrees to pay a late charge of five cents ($.05) per dollar on, and in
addition to, the amount of such Rent but not exceeding the lawful maximum, if
any.
3. RENT ADJUSTMENT:
(a) If, solely as a result of Congressional enactment of any law
(including, without limitation, any modification of, or amendment or addition
to, the Internal Revenue Code of 1986, as amended, ("CODE")), the maximum
effective corporate income tax rate (exclusive of any minimum tax rate) for
calendar-
142538
|
CSI
As referenced in this Aircraft Lease Agreement:
COMMUNICATIONS SYSTEMS, INC – WHEREOF, Lessee and Lessor have caused this Lease to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION TERAYON COMMUNICATIONS SYSTEMS, INC .
By: /s/ Leah A. Smith By: /s/ ZAKI RAKIB
_____________________ ________________________________
Name: Leah A. Smith Name: ZAKI RAKIB
___________________ ______________________________
Title: Senior Risk Manager Title: CEO
__________________ ___________________________
{PAGE}
_____________
Communications Systems, Inc – 16 13.0267
17 12.6724
18 12.2613
19 11.8787
20 7.7593
Initials: /s/ [Illegible] /s/ ZAKI RAKIB
---------------- ----------------
Lessor Lessee
{PAGE}
ANNEX C
BILL OF SALE
Terayon Communications Systems, Inc . (the "SELLER"), in consideration of the sum
of Nineteen Million Five Hundred Thousand Dollars ($19,500,000.00), plus
applicable sales taxes, paid by General Electric Capital Corporation (the
"
_____________
dt 1551346
;
|
Terayon
As referenced in this Aircraft Lease Agreement:
TERAYON
COMMUNICATION SYSTEMS, – LEASE") is between GENERAL ELECTRIC CAPITAL
CORPORATION, with an office at 2400 E. KATELLA AVENUE SUITE 800, ANAHEIM, CA
92806 (together with its successors and assigns, if any "LESSOR") and TERAYON
COMMUNICATION SYSTEMS, INC., a corporation organized and existing under the
laws of the State of Delaware with its mailing address and chief place of
business at 2952 BUNKER HILL LANE, SANTA
_____________
Terayon Communication Systems, – TO
AIRCRAFT LEASE AGREEMENT, DATED 2/8 , 2002
----- ---
This Addendum (this "ADDENDUM") amends and supplements the above-referenced
Aircraft Lease Agreement (the "LEASE"), between General Electric Capital
Corporation ("LESSOR") and Terayon Communication Systems, Inc. ("LESSEE"), and
is hereby incorporated into the Lease as though fully set forth therein.
Capitalized terms not otherwise defined herein shall have the meaning set forth
in the
_____________
TERAYON COMMUNICATION SYSTEMS, – IN THE MAINTENANCE SECTION OF LEASE)
(a) Four-by-six inch plaque to be maintained in cockpit and affixed in
conspicuous position stating:
GENERAL ELECTRIC CAPITAL CORPORATION Owner and Lessor.
TERAYON COMMUNICATION SYSTEMS, INC. Lessee under a certain
Lease dated as of 2/8/02 ,
------------
has operational control of this aircraft.
(b) Similar markings shall be permanently affixed to each engine.
Initials:
_____________
TERAYON COMMUNICATION SYSTEMS, – Illegible]
------------------------- -------------------------
{PAGE}
*AIRC0007*
ANNEX B
DATED THIS Feb 8, 2002
----------------
TO AIRCRAFT LEASE AGREEMENT
DATED AS OF Feb 8, 2002
---------------
Lessor & Mailing Address: Lessee & Mailing Address:
GENERAL ELECTRIC CAPITAL CORPORATION TERAYON COMMUNICATION SYSTEMS, INC.
2400 E. KATELLA AVENUE SUITE 800 2952 BUNKER HILL LANE
ANAHEIM, CA 92806 SANTA CLARA, CA 95054
Capitalized terms not defined herein shall have the meanings assigned to
_____________
TERAYON COMMUNICATION
SYSTEMS, – WHEREOF, Lessee and Lessor have caused this Annex B to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION TERAYON COMMUNICATION
SYSTEMS, INC.
By: /s/ Leah A. Smith By: /s/ Zaki Rakib
------------------- ------------------
Name: Leah A. Smith Name: Zaki Rakib
------------------ ----------------
Title: Senior Risk Manager Title: CEO
-------------------- ---------------
ATTEST
By: /s/ Robert Schoergold
---------------------
Name:
_____________
dt 1444277
|
| Preview
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| 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
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Citicorp USA
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
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
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 Securities
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
;
More... |
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Aircraft Lease Agreement
Aircraft Lease Agreement (294K)
Doc #142587: Click preview link for longer preview.
AIRCRAFT LEASE AGREEMENT
Dated as of
January 7, 2000
between
AVIATION FINANCIAL SERVICES INC.
a wholly owned subsidiary of General Electric Capital Corporation
as
Lessor
and
FRONTIER AIRLINES, INC.
as
Lessee
in respect of
Aircraft : Boeing 737-36E
Serial No: 25256
U.S. Reg. No.: N315FL
Note: This Aircraft Lease Agreement has been executed in several counterparts
of which this is Counterpart No. ___. See Clause 16.15 hereof for
information concerning the distinction between various counterparts.
INDEX
CLAUSE PAGE
------ ----
1. Interpretation..............................................................1
1.1 Definitions.......................................................1
1.2 Construction.....................................................15
2. Representations and Warranties.............................................16
2.1 Lessee's Representations and Warranties..........................16
2.2 Lessee's Further Representations and Warranties..................17
2.3 Repetition.......................................................19
2.4 Lessor's Representations and Warranties..........................19
3. Conditions Precedent.......................................................20
3.1 Conditions Precedent.............................................20
3.2 Further conditions precedent.....................................23
3.3 Waiver...........................................................23
4. Commencement...............................................................24
4.1 Leasing..........................................................24
4.2 Delivery.........................................................24
4.3 Delayed Delivery.................................................24
4.4 Licenses.........................................................25
4.5 Inspection.......................................................25
4.6 Indemnity........................................................25
5. Payments...................................................................25
5.1 Deposit..........................................................25
5.2 Rental Periods...................................................25
5.3 Rent.............................................................26
5.4 Maintenance Reserves.............................................26
5.5 Payments.........................................................26
5.6 Withholding......................................................27
5.7 General Tax indemnity............................................27
5.8 Sales and Use Taxes..............................................29
5.9 Information......................................................30
5.10 Indemnity Payments to be Made on an After-Tax Basis.............30
5.11 Default Interest................................................30
5.12 Contest.........................................................31
5.13 Net Lease.......................................................32
5.14 Security........................................................32
5.14 Security........................................................33
6. Manufacturer's Warranties..................................................34
6.1 Assignment.......................................................34
6.2 Proceeds.........................................................34
6.3 Parts............................................................34
6.4 Agreement........................................................34
7. Lessor's Covenants.........................................................35
7.1 Quiet Enjoyment..................................................35
7.2 Release of Maintenance Reserves..................................35
7.3 Lessor Obligations Following Expiry Date.........................36
8. Lessee's Covenants.........................................................36
8.1 Duration.........................................................36
8.2 Information......................................................36
8.3 Lawful and Safe Operation........................................37
8.4 Taxes and other Outgoings........................................39
8.5 Sub-Leasing and Wet-Leasing......................................39
8.6 Inspection.......................................................40
8.7 Title............................................................40
8.8 General..........................................................41
8.9 Records..........................................................41
8.10 Protection......................................................42
8.11 Maintenance and Repair..........................................42
8.12 Removal of Engines and Parts....................................43
8.13 Installation of Engines and Parts...............................44
8.14 Non-Installed Engines and Parts.................................44
8.15 Pooling of Engines and Parts....................................45
8.16 Equipment Changes...............................................45
8.17 Title on an Equipment Change....................................46
8.18 Third Party.....................................................46
9. Insurance..................................................................46
9.1 Insurances.......................................................46
9.2 Requirements.....................................................47
9.3 Change...........................................................47
9.4 Insurance Covenants..............................................47
9.5 Failure to Insure................................................48
9.6 Continuing Indemnity.............................................48
9.7 Application of Insurance Proceeds................................48
9.7 Application of Insurance Proceeds................................49
10. Indemnity.................................................................49
10.1 General.........................................................49
10.2 Duration........................................................50
11. Events of Loss............................................................50
11.1 Events of Loss..................................................50
11.2 Substitute Aircraft.............................................51
11.3 Requisition.....................................................52
12. Return of Aircraft........................................................52
12.1 Return..........................................................52
12.2 Final Inspection................................................52
12.3 Non-Compliance..................................................53
12.4 Redelivery......................................................53
12.5 Acknowledgment.................................................53
12.6 Maintenance Program.............................................53
12.7 Fuel............................................................53
12.8 Automatic Extension of Term....................................54
13. Default...................................................................54
13.1 Events..........................................................54
13.2 Rights..........................................................57
13.3 Deregistration..................................................61
14. Assignment................................................................61
14.1 Lessee's Assignment.............................................61
14.2 Lessor's Assignment.............................................61
14.3 Transfer........................................................61
15. Illegality................................................................61
16. Miscellaneous.............................................................62
16.1 Waivers, Remedies Cumulative....................................62
16.2 Delegation......................................................62
16.3 Certificates....................................................62
16.4 Appropriation...................................................62
16.5 Currency........................................................62
16.6 Set-off.........................................................62
16.7 Severability....................................................63
16.8 Remedy..........................................................63
16.9 Expenses........................................................63
16.10 Time of Essence................................................63
16.11 Notices........................................................64
16.12 Governing Law and Jurisdiction.................................64
16.13 Sole and Entire Agreement......................................66
16.14 Indemnities....................................................66
16.15 Counterparts...................................................66
16.16 Language.......................................................66
16.17 No Brokers.....................................................66
17. Disclaimers and Waivers...................................................68
17.1 Exclusion.......................................................68
17.2 Waiver..........................................................68
17.3 Disclaimer of Consequential Damages.............................69
17.4 Confirmation....................................................69
18. Section 1110..............................................................69
19. Usury Laws................................................................69
20. Modification or Revision..................................................70
21. Witness...................................................................71
SCHEDULES.....................................................................72
SCHEDULE 1. Description of Aircraft.........................................72
SCHEDULE 2. Certificate of Technical Acceptance.............................78
SCHEDULE 3. Operating Condition at Redelivery...............................84
SCHEDULE 4. Insurances Requirements.........................................88
SCHEDULE 5. Intentionally Omitted...........................................91
SCHEDULE 6. Lease Supplement No.____........................................92
SCHEDULE 7. Form of Lease Termination Certificate...........................95
SCHEDULE 8. Form of Aircraft Usage Report..................................97
{PAGE}
AIRCRAFT LEASE AGREEMENT
THIS AGREEMENT is made as of the 7th day of January, 2000 between:-
(1) AVIATION FINANCIAL SERVICES INC., a company incorporated under the
laws of Delaware and a wholly owned subsidiary of General Electric
Capital Corporation whose principal place of business is at c/o GE
Capital Aviation Services, Inc., 201 High Ridge Road, Stamford,
Connecticut, 06927 ("Lessor"); and
(2) FRONTIER AIRLINES, INC., a company incorporated under the laws of the
State of Colorado whose principal place of business is at 12015 East
46th Avenue, Denver, Colorado, 80239, United States of America
("Lessee").
WHEREAS: Lessor wishes to lease to Lessee and Lessee is willing to lease
from Lessor the Aircraft on the terms of this Agreement. IT IS AGREED as
follows:-
1. INTERPRETATION
1.1 DEFINITIONS
In this Agreement the following expressions have the meanings set out
opposite:-
After-Tax Basis
in the case of any amount payable on an "After-Tax
Basis" to or for the benefit of any Person (including any
amount payable pursuant to this definition) (a "Required
Payment"), the total amount that must be paid is the amount
such that, after deduction of the net amount of all Taxes
required to be paid by such Person with respect to the
receipt or accrual by it of such amount (and assuming that
such Person is subject to (i) United States Federal income
tax at the highest marginal statutory rate imposed on
corporations for the relevant period, (ii) United States
state and local income taxes at the composite of the highest
marginal statutory rates imposed on such Person for the
relevant period, as such composite rate shall be certified
by a financial officer of such Person, and (iii) income
taxes (if any) imposed by countries outside the United
States at the actual rates imposed on such Person) the net
amount received is the amount of the Required Payment.
Agreed Value
the amount specified for Agreed Value in Letter
Agreement No. 1.
Air Authority
Federal Aviation Administration ("FAA").
Aircraft
the aircraft described in Part 1 of Schedule 1, (which
term includes where the context admits a separate reference
to all Engines, Parts and Aircraft Documents) or any
aircraft substituted in place thereof pursuant to Clause
11.1 or 11.2.
Aircraft
Documents the documents, data and records identified in
Part 2 of Schedule 1 and all additions, renewals, revisions
and replacements from time to time made in accordance with
this Agreement.
142587
|
Frontier
As referenced in this Aircraft Lease Agreement:
FRONTIER AIRLINES, – Dated as of
January 7, 2000
between
AVIATION FINANCIAL SERVICES INC.
a wholly owned subsidiary of General Electric Capital Corporation
as
Lessor
and
FRONTIER AIRLINES, INC.
as
Lessee
in respect of
Aircraft : Boeing 737-36E
Serial No: 25256
U.S. Reg. No.: N315FL
Note: This Aircraft Lease
_____________
FRONTIER AIRLINES, – principal place of business is at c/o GE
Capital Aviation Services, Inc., 201 High Ridge Road, Stamford,
Connecticut, 06927 ("Lessor"); and
(2) FRONTIER AIRLINES, INC., a company incorporated under the laws of the
State of Colorado whose principal place of business is at 12015 East
46th
_____________
Frontier Airlines, – cockpit of the Aircraft and
on each Engine stating:-
"This Aircraft/Engine is owned by Aviation Financial Services Inc. and is leased
to Frontier Airlines, Inc. and may not be operated by any other person without
the prior written consent of Aviation Financial Services Inc.";
(e) not
_____________
FRONTIER AIRLINES, – of this Agreement.
WITNESS SIGNED on behalf of
AVIATION FINANCIAL SERVICES INC.
By: ___________________________
Name: ___________________________
Title: ___________________________
WITNESS SIGNED on behalf of FRONTIER AIRLINES, INC.
By: ___________________________
Name: ___________________________
Title: ___________________________
{PAGE}
SCHEDULE 1
PART 1
DESCRIPTION OF AIRCRAFT
AIRCRAFT
MANUFACTURER: Boeing
MODEL: 737-36E
SERIAL
_____________
Frontier Airlines, – Part Numbers
{PAGE}
SCHEDULE 2
CERTIFICATE OF TECHNICAL ACCEPTANCE
This Certificate of Technical Acceptance is delivered, on the date set out below
by Frontier Airlines, Inc. ("Lessee"), to AVIATION FINANCIAL SERVICES INC.
("Lessor"), pursuant to the Aircraft Lease Agreement dated as of the 7th of
January, 2000
_____________
dt 92028
;
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Bankers Trust
As referenced in this Aircraft Lease Agreement:
Bankers Trust – the settlement in
New York City of international payments in Dollars by telegraphic
transfer to Bankers Trust Company, ABA number * for the account of
GECC T&I Air Depository Account, Account
dt 44242
;
Aviation Financial Services Inc.
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| 2000 |
Aircraft Lease Agreement
Aircraft Lease Agreement (294K)
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AIRCRAFT LEASE AGREEMENT
Dated as of
January 7, 2000
between
AVIATION FINANCIAL SERVICES INC.
a wholly owned subsidiary of General Electric Capital Corporation
as
Lessor
and
FRONTIER AIRLINES, INC.
as
Lessee
in respect of
Aircraft : Boeing 737-36E
Serial No: 25159
U.S. Reg. No.: N315FL
Note: This Aircraft Lease Agreement has been executed in several counterparts
of which this is Counterpart No. ___. See Clause 16.15 hereof for
information concerning the distinction between various counterparts.
INDEX
CLAUSE PAGE
------ ----
1. Interpretation..............................................................1
1.1 Definitions.......................................................1
1.2 Construction.....................................................15
2. Representations and Warranties.............................................16
2.1 Lessee's Representations and Warranties..........................16
2.2 Lessee's Further Representations and Warranties..................17
2.3 Repetition.......................................................19
2.4 Lessor's Representations and Warranties..........................19
3. Conditions Precedent.......................................................20
3.1 Conditions Precedent.............................................20
3.2 Further conditions precedent.....................................23
3.3 Waiver...........................................................23
4. Commencement...............................................................24
4.1 Leasing..........................................................24
4.2 Delivery.........................................................24
4.3 Delayed Delivery.................................................24
4.4 Licenses.........................................................25
4.5 Inspection.......................................................25
4.6 Indemnity........................................................25
5. Payments...................................................................25
5.1 Deposit..........................................................25
5.2 Rental Periods...................................................25
5.3 Rent.............................................................26
5.4 Maintenance Reserves.............................................26
5.5 Payments........... |