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0 | agreement_1.md | EX-10.23
2
d272839dex1023.htm
AIRCRAFT LEASE AGREEMENT
Aircraft Lease Agreement
bazadebezolkohpepadr="928393551"
**Exhibit 10.23**
AIRCRAFT LEASE AGREEMENT
THIS AIRCRAFT LEASE AGREEMENT
(“**Agreement**”) is entered into as of the
16th day of November, 2011 (“**Effective
Date**”), by and between Yet Again Inc., a... |
1 | agreement_1.md | 2. Term.
The term of this Agreement shall commence on the Delivery Date and shall continue for a period of seventy-two (72) months therefrom
(“**Term**”) except as may be terminated in accordance with Section 10.
3. Rental; Taxes.
(a) Lessee shall pay to Lessor a one-time rent payment in the amount of Three Mi... |
2 | agreement_1.md | absent Lessee’s operation of the Aircraft. Notwithstanding anything to the contrary herein, in no event shall either Lessee or Lessor be responsible to the other for any Taxes based on the
income of the other party nor shall Lessee be responsible for (1) any governmental fines or penalties which are imposed directly as... |
3 | agreement_1.md | (iii) with all systems functioning normally in
accordance with manufacturer’s specifications and in compliance with all applicable FAA Airworthiness Directives and all applicable manufacturer mandatory service bulletins with compliance dates on or prior to the Delivery Date;
(iv) the engines shall be enrolled on Hon... |
4 | agreement_1.md | government authority having jurisdiction over the operation of the Aircraft (“**Applicable Law**”), and in accordance with the Aircraft operating manual. Lessee shall not fly,
operate, use or locate the Aircraft in, to or over any such country or area (temporarily or otherwise) (i) which is excluded from the required i... |
5 | agreement_1.md | 6. Maintenance.
(a) Lessee shall, during the Term, at its own cost and expense, maintain, inspect, service, repair, overhaul and test or cause the Aircraft to be
maintained, inspected, serviced, repaired, overhauled and tested so as to keep the Aircraft in good operating condition as delivered to Lessee on the Deliv... |
6 | agreement_1.md | (c) Lessee shall pay to Lessor the hourly rate specified in the Honeywell MSP Gold program agreements covering the engines and APU as and
when due under such agreements and provide such information and documentation required thereunder. Lessor shall timely remit such payments and provide such documentation and informat... |
7 | agreement_1.md | required thereunder. Lessor shall timely remit such payments and provide such documentation and information to Honeywell in order to keep the avionics current on such programs and to ensure
coverage under the agreements. Upon execution of this Agreement, Lessor shall provide to Lessee complete and current copies of suc... |
8 | agreement_1.md | 7. Insurance.
(a) During the Term, Lessor shall cause to be provided and maintained in
full force and effect, at Lessee’s sole cost and expense, a policy or policies of insurance providing the coverage described in this Section 7 covering all operations of the Aircraft (“**Insurance Policies**”).
(i) Aircraft lia... |
9 | agreement_1.md | (b) The Insurance Policies maintained under this Agreement shall:
(i) Be placed with insurance companies that (A) are qualified to do business in the United States, (B) will submit to the
jurisdiction of any competent state or federal court in the United States with regard to any dispute arising out of the policy of... |
10 | agreement_1.md | (iii) The Insurance Policies shall contain an endorsement
providing that coverages under such Insurance Policies shall not be voided by any act or negligence of any person, including another insured under the policies; provided that there is neither consent nor actual knowledge by the insured party that
such action wou... |
11 | agreement_1.md | 8. Limitation of Liability.
LESSOR UNDERSTANDS AND AGREES THAT THE INSURANCE POLICIES ARE
LESSOR’S SOLE REMEDY AGAINST LESSEE FOR ANY AND ALL LOSS OR DAMAGE TO THE AIRCRAFT AND/OR INJURY OR DEATH OF ANY PASSENGER AND/OR FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, EXPENSES AND LIABILITIES INCLUDING, BUT NOT LIMITED TO, ... |
12 | agreement_1.md | ARE SOLELY THE RESULT OF LESSEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR LESSOR’S FAILURE TO MAINTAIN THE INSURANCE POLICIES REQUIRED HEREUNDER. Lessor understands that Lessee and
each of the other insureds have no liability for any event or occurrence not covered by the foregoing insurance, unless such event or occ... |
13 | agreement_1.md | 9. Risk of Loss; Loss or Damage.
(a) Subject to Section 8, Lessee shall bear the risk of loss, damage or destruction of the Aircraft from the time of delivery until the Aircraft is
returned to Lessor pursuant to this Agreement. Lessee shall provide written notice to Lessor of any material damage concurrently with it... |
14 | agreement_1.md | (d) An “**Event of Loss**” with respect to the Aircraft shall mean any of the following events with respect to
such property (i) loss of the Aircraft due to destruction, damage beyond repair or rendition of such property permanently unfit for normal use; (ii) any damage to such property which results in an insurance se... |
15 | agreement_1.md | 10. Termination. This Agreement may be terminated: (i) immediately upon the mutual consent of
all parties; (ii) by either party immediately upon the termination of Robert Pittman’s employment with Lessee for any reason; (iii) by the non-breaching party if an Event of Default has occurred and the breaching party has not... |
16 | agreement_1.md | (c) Enforceability. This Agreement has been duly executed
and delivered by its authorized representative and constitutes its legal, valid and binding obligation enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency or similar laws affecting
creditors’ rights gen... |
17 | agreement_1.md | (c) As long as Lessee pays Rent and other amounts payable hereunder and performs and complies with all of
the other terms and conditions hereof, neither Lessor nor any person acting through or on behalf of Lessor or in its stead, nor any person with rights granted by Lessor will interfere with the peaceful and quiet us... |
18 | agreement_1.md | (iv) Lessee shall have paid Lessor all amounts due for hours operated by Lessee during the Term for
(A) the engines under the applicable Honeywell MSP Gold service program, (B) the Rockwell Collins avionics under the Rockwell Collins Avionics service program and (C) the Honeywell avionics under the Honeywell’s HAPP ser... |
19 | agreement_1.md | 14. Events Of Default And Remedies.
(a) Events of Default. The term “**Event of Default**” means: (i) non-payment by a party of any Rent and/or any other amount due pursuant to this Agreement within thirty
(30) days after receipt of notice from the other party of failure to pay any or all of the same on the due date... |
20 | agreement_1.md | (b) Remedies. Upon the occurrence
and during the continuation of an Event of Default, the non-breaching party may exercise any one or more of the following remedies (in its sole discretion): (i) terminate this Agreement; (ii) to the extent permitted by Applicable Law,
enter the premises where the Aircraft is located an... |
21 | agreement_1.md | | | | |
| --- | --- | --- |
| | | |
| **If to Lessor:**
Yet Again Inc. | | **If to Lessee**
Clear Channel Broadcasting, Inc. |
| c/o TAG Associates, LLC 75
Rockefeller Plaza, 9th Floor New York, NY 10019-6999 Attn: Phil Krevitsky Fax: (212) 275-1510 | | 200 E. Basse Road San Antonio,
TX 78209 Attn: Gene... |
22 | agreement_1.md | 16. Miscellaneous
(a)
Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. This Agreement may not be assigned by any party without the consent of the other party hereto, such
consent not to be unreasonably withheld or delayed, exc... |
23 | agreement_1.md | (e) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE WITHIN SUCH STATE, EXCLUDING CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
10 |
24 | agreement_1.md | (f) Counterparts. This Agreement may be executed in one or more counterparts each of which shall be
deemed an original, all of which together shall constitute one and the same agreement. A facsimile or electronically transmitted copy of an original signature to this Agreement shall be considered the same and as effecti... |
25 | agreement_1.md | CLEAR CHANNEL BROADCASTING, INC.
By:
Title:
(c) THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS AND
PERTINENT FEDERAL AVIATION REGULATIONS BEARING ON OPERATIONAL CONTROL CAN BE OBTAINED FROM T... |
26 | agreement_1.md | IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above and verify
that they have read the Agreement, understand its contents, and have full authority to bind and hereby do bind their respective parties.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | ... |
27 | agreement_1.md | **Exhibit A**
**DELIVERY AND ACCEPTANCE CERTIFICATE**
DATE:
, 20
PLACE: ,
CLEAR CHANNEL BROADCASTING, INC. does hereby accept delivery of one (1) Dassault-Breguet Mystere Falcon 900 aircraft which consists of an airframe
bearing FAA Registration Number N5VJ a... |
28 | agreement_1.md | **Exhibit B**
**REDELIVERY CERTIFICATE**
DATE:
, 20
PLACE: ,
YET AGAIN INC. does hereby accept redelivery of one (1) Dassault-Breguet Mystere Falcon 900 aircraft which consists of an airframe bearing FAA
Registration Number N5VJ and Manufacturer’s Serial No. ... |
29 | agreement_10.md | EX-10.1
2
dex101.htm
AIRCRAFT DRY LEASE
Aircraft Dry Lease
**Exhibit 10.1**
**AIRCRAFT DRY LEASE**
This Lease of aircraft is made effective as of June 12, 2008, by and
between BH Holdings LLC, with an address of 700 17th St., Suite 1750, Denver, CO 80202 (“**Lessor**”) and Intrepid Potash, Inc., with an address ... |
30 | agreement_10.md | WHEREAS, Lessee desires to lease the Aircraft under such terms and conditions as are mutually
satisfactory to the parties. |
31 | agreement_10.md | The parties agree as follows:
**SECTION ONE**
**LEASE OF AIRCRAFT**
For Four Thousand Four Hundred Twenty Nine Dollars ($4,429) per flight hour, Lessor agrees to lease the Aircraft to Lessee, Lessee acknowledges that
Lessor has also entered into a management agreement with Airmax, LLC, a limited liability comp... |
32 | agreement_10.md | **SECTION THREE**
**PRIVATE AND COMMERCIAL OPERATION**
Neither Lessee nor Lessor will make the Aircraft available for hire within the meaning of the Federal Aviation Regulations. The Aircraft must be operated
in accordance with 14 C.F.R. Part 91 at all times, Lessor and Lessee hereby agree that Lessee shall have ... |
33 | agreement_10.md | (b) the transportation of Lessee’s officers, employees, guests and property where such
transportation is within the scope of or incidental to Lessee’s business.
Lessee represents and warrants that it is not leasing the
Aircraft for the purpose of charter or lease to third parties which could be considered commercial... |
34 | agreement_10.md | Any policies of insurance carried in accordance with this Lease: (i) shall name Lessee as an additional insured; and (ii) shall contain a waiver by the underwriter thereof of any right of subrogation against
Lessor; and (iii) shall provide that in respect of the interests of Lessor, such policies of insurance shall not... |
35 | agreement_10.md | violation of any warranty, declarations or conditions contained in such policies by Lessee or any other person; and (iv) shall provide that if the
insurers cancel insurance for any reason whatsoever, or the same is allowed to lapse for non-payment of premium, or if there is any material change in policy terms and condi... |
36 | agreement_10.md | **SECTION FIVE**
**RESTRICTIONS ON USE**
Lessee may operate the Aircraft only for the purposes and
within the geographical limits set forth in the insurance policy or policies obtained in compliance with this Lease. The Aircraft will be operated at all times in accordance with the flight manual and all manufactur... |
37 | agreement_10.md | The Aircraft will be flown only by certificated and qualified pilots and will be maintained only by
certificated and qualified mechanics.Lessor agrees, represents and warrants that Lessee may make an independent choice in selecting crew members that Lessee uses on Lessee flights.
Lessee will not directly or indirect... |
38 | agreement_10.md | **SECTION EIGHT**
**MAINTENANCE AND REPAIR**
Lessee shall inspect the Aircraft and all maintenance records pertaining to
the Aircraft and confirm the airworthiness of the Aircraft prior to each flight under this Lease. If Lessee determines any repair or maintenance should be completed prior to any flight, Lessee ... |
39 | agreement_10.md | **SECTION NINE**
**TITLE**
The registration of and title to the Aircraft will be in the name of the Lessor, and the
Aircraft, at all times during the term of this Lease or any extension, will bear United States registration markings. All responsibility and obligations in regard to the operation of the Aircraft as... |
40 | agreement_10.md | **SECTION THIRTEEN**
**RETURN OF AIRCRAFT TO LESSOR**
Upon the conclusion of each flight conducted by Lessee under this
Lease, Lessee will return the Aircraft to Lessor at the Centennial Airport, Englewood, Colorado, in as good operating condition and appearance as when received, ordinary wear, tear and deteriora... |
41 | agreement_10.md | **SECTION FIFTEEN**
**GOVERNING LAW**
This Lease is entered into under, and is to be construed in accordance with, the laws
of the State of Colorado.
**SECTION SIXTEEN**
**TRUTH IN LEASING STATEMENT**
THE AIRCRAFT, A CANADAIR LTD., CL-600-2B16, MANUFACTURER’S SERIAL
NO. 5180, CURRENTLY REGISTERED WITH TH... |
42 | agreement_10.md | THE UNDERSIGNED DAVID W. HONEYFIELD AS THE EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER OF INTREPID POTASH, INC. 700 17TH ST.,
SUITE 1700, DENVER, CO 80202, CERTIFIES THAT INTREPID POTASH, INC. IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT I UNDERSTAND ITS RESPONSIBILITIES FOR COMPL... |
43 | agreement_10.md | IN WITNESS WHEREOF, the parties have executed this Lease.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | |
| **LESSOR** |
| |
| **BH Holdings LLC** |
| | |
| By: | | Intrepid Oil & Gas, LLC |
| | | Its: | | Manager |
| | | | | By... |
44 | agreement_10.md | **INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING”**
**REQUIREMENTS**
| | |
| --- | --- |
| 1. | Mail a copy of the lease agreement to the following address via certified mail, return receipt requested, immediately upon execution of the agreement (14 C.F.R. 91.23 requires that
the copy be sent within t... |
45 | agreement_11.md | EX-10.1
3
dex101.htm
AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT
Amendment No. 1 to Aircraft Lease Agreement
**Exhibit 10.1**
**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT**
**BETWEEN**
**WHL MANAGEMENT LLC**
**A CALIFORNIA LIMITED LIABILITY COMPANY**
**AS LESSOR**
**AND**
**WILLIAMS-SONOMA, INC.*... |
46 | agreement_11.md | **AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT**
**AMENDMENT NO. 1 TO AIRCRAFT LEASE
AGREEMENT** (this “**Amendment**”) dated May
26, 2010 (the “**Effective
Date**”), by and between **WHL MANAGEMENT LLC**, a California
limited liability company
(“**Lessor**”), and **WILLIAMS-SONOMA, INC.**,a California corporati... |
47 | agreement_11.md | herein, and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
**AGREEMENT**
1. **CAPITALIZED TERMS.** All capitalized terms used herein and not otherwise defined shall have the
meaning set forth in the Agreement.
2. **AMENDMENT O... |
48 | agreement_11.md | of the intent expressed by Lessee in the Preliminary Notice, Lessee shall provide Lessor with binding, final written notice of Lessee’s intent to exercise the Option (the “**Option
Notice**”) on January 3, 2011 (the “**Exercise Date**”); the Option Notice may not be delivered by Lessee prior to the Exercise Date and sh... |
49 | agreement_11.md | **(iii)** On the Closing Date and at the Closing
Location, Lessor shall have an authorized individual present, with proof of authorization, to execute and deliver to Lessee (1) a Warranty Bill of Sale substantially in the form attached hereto and incorporated herein as **Exhibit 1-A**;
(2) an Assignment of Warranties s... |
50 | agreement_11.md | **(v)** For the avoidance of doubt, the parties hereby state that Lessor shall remain responsible to make any Capital Improvements
under Section 5(l) of the Agreement until the Closing. If the Aircraft requires Capital Improvements to keep the Aircraft airworthy and Lessor makes such Capital Improvements after January ... |
51 | agreement_11.md | parties. The findings of the two (2) appraisers which are closest in value shall be averaged and shall constitute the increase in value, if any, of the Aircraft due to such Capital
Improvements. Notwithstanding the foregoing, the appraisal process described above shall be for the limited purpose described above and sha... |
52 | agreement_11.md | **(vi)** THE AIRCRAFT IS BEING SOLD TO LESSEE BY LESSOR HEREUNDER “AS IS,” AND, EXCEPT AS SET FORTH IN THE WARRANTY BILL OF
SALE, LESSOR SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE AIRWORTHINESS, CONDITION, VALUE, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE O... |
53 | agreement_11.md | **(viii)** The Cape Town Convention will be applicable to the sale of the Aircraft under the Option. The parties agree to
cooperate and perform such acts as necessary to register at Closing, Lessee’s purchase of the Aircraft including, without limitation, its engines, as a contract of sale under the Cape Town Conventio... |
54 | agreement_11.md | **(ix)** Lessor’s right to terminate the Agreement pursuant to Section 15 of
the Agreement shall not be impacted by the exercise of the Option by Lessee. Termination of the Agreement by Lessor or Lessee pursuant to Section 15 of the Agreement shall terminate the Option. Upon execution of this Amendment, (i) Lessee
shal... |
55 | agreement_11.md | **(x)** On the Closing Date and upon (i) Lessee’s confirmation it is prepared to transfer the Purchase Price to Lessor in
compliance with Lessor’s instructions (which may include, without limitation, instructions for payment of the Purchase Price directly to Bank), (ii) Bank’s confirmation that upon Lessee’s payment to... |
56 | agreement_11.md | 3. **GOVERNING LAW/JURISDICTION.**This Amendment shall be governed by and construed under the laws of the State of California as applied to agreements among California residents entered into and to be performed entirely within California. The parties hereby submit to the
exclusive jurisdiction and venue of any court (f... |
57 | agreement_11.md | The parties have executed this Amendment as of the day and year first written above.
| | | |
| --- | --- | --- |
| | | |
| **LESSOR:** | | **LESSEE:** |
| | |
| **WHL MANAGEMENT LLC** | | **WILLIAMS-SONOMA, INC.** |
| a California limited liability company | | a California corporation |
| By... |
58 | agreement_11.md | | | | |
| --- | --- | --- |
| | | |
| By: | | /s/ Lucia Walsh |
| | |
| Name: | | Lucia Walsh |
| | |
| Title: | | Vice President |
5. |
59 | agreement_11.md | **EXHIBIT 1-A**
**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT**
**WARRANTY BILL OF SALE**
KNOW ALL MEN BY THESE PRESENTS:
THAT WHL
Management LLC (“Seller”) is the owner of the full legal and beneficial title to that certain 2007 Bombardier Inc. Model BD-700-1A11 “Global 5000” aircraft bearing manufacturer’... |
60 | agreement_11.md | THAT Seller hereby warrants to
Purchaser, its successors and assigns, that there is hereby conveyed to Purchaser good and marketable title to the Aircraft free and clear of any and all mortgages, claims, liens, charges, leases, rights of others, security interests or other
encumbrances of any kind, and that it will war... |
61 | agreement_11.md | | |
| --- |
| |
| **SELLER:** |
| |
| **WHL MANAGEMENT LLC**
a California limited liability company |
| |
| By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| |
| Printed Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ |
| |
| Title: \_\_\_\_\... |
62 | agreement_11.md | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| STATE OF OREGON | | | | ) | |
CAPACITY CLAIMED BY SIGNER Though
statute does not require the Notary to fill in the data ... |
63 | agreement_11.md | ¨ General |
| ¨ | | proved to me on the basis of satisfactory evidence | | |
| | | | | to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s... |
64 | agreement_11.md | | | |
| | | | | | | | | Signature of the Notary
| | | | |
|
This certificate must be attached to the document
described at right: | |
Title or Type of Document: Warranty Bill of Sale
Number of Pages: 3 Date of Document:
|
... |
65 | agreement_11.md | 1-A-3 |
66 | agreement_11.md | **Exhibit 1-B**
**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT**
**ASSIGNMENT OF WARRANTIES**
KNOW ALL MEN BY THESE PRESENTS:
In accordance
with the terms and conditions of the Option set forth in the Aircraft Lease Agreement between WHL Management LLC (“Seller”) and Williams-Sonoma (“Purchaser”) dated May 1... |
67 | agreement_11.md | Seller hereby acknowledges Purchaser’s
right to enforce in its own name such Assigned Rights as Seller may have with respect to the Aircraft to the extent assigned (and assignable) to Purchaser by Seller hereunder.
**IN WITNESS WHEREOF**, Seller has caused this instrument
to be executed by its duly authorized repres... |
68 | agreement_11.md | **EXHIBIT 1-C**
**AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT**
**RECEIPT FOR FUNDS**
The undersigned hereby acknowledges receipt of the sum of **$32,000,000** for payment of
that certain 2007 Bombardier Inc. Model BD-700-1A11 “Global 5000” aircraft bearing
manufacturer’s serial number 9261, currently re... |
69 | agreement_11.md | **AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT**
**EXHIBIT 1-D**
***STATEMENTS OF EXEMPTION PURSUANT***
***TO SECTIONS 6247 AND 6248 OF THE CALIFORNIA SALES AND USE TAX LAW***
| | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | ... |
70 | agreement_11.md | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | |
| Portland, Oregon | | on | | | | on behalf of | | WHL Management LLC | | . | | |
| (Out of State Location) | | | | (Date of Delivery) |... |
71 | agreement_11.md | | |
| --- |
| |
| = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
= = = = = = = = = = = = = = = = |
| |
I hereby certify, under penalty of perjury under the laws of the State of Cal... |
72 | agreement_11.md | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | |
| on | | , 2011 | | at | | Portland, Oregon | | from | | WHL Management LLC | | |
| | | (Date) | | | | (Out of State Loc... |
73 | agreement_11.md | I understand that the aircraft delivery must occur outside of California. One business trip must occur outside of California before
initial entry into the state. Subsequent to California entry and for the next six months, 50% or more of the flight time must be for interstate or foreign commerce purposes. If these requi... |
74 | agreement_11.md | On this
day of , 2011, before me
, a Notary Public in and for the county of
, State of Oregon, duly commissioned and sworn, personally appeared before me, both
and
, known to me
***OR***... |
75 | agreement_11.md | | | | |
| --- | --- | --- |
| | | |
| WITNESS my hand and official seal. | | |
| | | (Signature of Notary
Public) | |
76 | agreement_11.md | **AMENDMENT NO. 1 TO AIRCRAFT LEASE AGREEMENT**
**EXHIBIT 1-E**
**AIRCRAFT DELIVERY RECEIPT**
**WILLIAMS-SONOMA, INC.** (“Purchaser”) hereby accepts and acknowledges receipt from **WHL MANAGEMENT LLC** (“Seller”) in
accordance with the terms and conditions of the Option set forth in the Aircraft Lease Agreemen... |
77 | agreement_11.md | IN WITNESS WHEREOF, this instrument has been duly signed by the undersigned authorized party, and the Aircraft accepted at
Airport, in
, on , 2011, at a.m./p.m. local time.
| |
| --- |
| |
| **PURCHASER:** |
| |
| WILLIAMS-SONOMA, INC. a
California cor... |
78 | agreement_11.md | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| STATE OF OREGON | | | | ) | |
CAPACITY CLAIMED BY SIGNER Though
statute does not require the Notary to fill in the data ... |
79 | agreement_11.md | | | | | | to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted... |
80 | agreement_11.md | | | | | |
| This certificate must be attached to the document described at right: | | Title or Type of Document: Aircraft Delivery Receipt
Number of Pages: 1 Date of Document:
|
| | | | |
Signer(s) other than named above: Representative of WHL Management LLC
| |
81 | agreement_11.md | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| STATE OF OREGON | | | | ) | |
CAPACITY CLAIMED BY SIGNER Though
statute does not require the Notary to fill in the data ... |
82 | agreement_11.md | | | | | | to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted... |
83 | agreement_11.md | | | | | |
| This certificate must be attached to the document described at right: | | Title or Type of Document: Aircraft Delivery Receipt
Number of Pages: 1 Date of Document:
|
| | | | |
Signer(s) other than named above: Representative of Williams-Sonoma, Inc.
| |
84 | agreement_11.md | **SCHEDULE 1 TO AIRCRAFT
DELIVERY RECEIPT**
**AVIONICS AND EQUIPMENT** |
85 | agreement_11.md | | |
| --- |
| |
| **Lightning Sensor System (Honeywell)** |
| **LH Entrance Jeppesen Manual (10max) Storage Drawer** |
| **Noise Cancelling Headphones for Crew** |
| **Wireless LAN** |
| **Standby Analog Telephone Jack and Loose Equipment**
**Handset (in Cockpit)** |
| **Additional Wired Handset, without Cradle** |
|... |
86 | agreement_11.md | | **Espresso Coffee Maker, Manual Fill** |
| **Addition Fwd Cabin Windows (in Fwd Lavatory)** |
| **Enviroclean System for Vacuum Toilet** |
| **Electronic Flight Bag** |
| **Logo Lights (Exterior)** |
| **Enhanced Vision System** |
| **Third FMS** |
| **Flight Crew Quick Donning Oxygen Masks-Puritan Bennett** |
| **Ai... |
87 | agreement_11.md | TOGETHER WITH ALL ADDITIONS, ACCESSIONS, MODIFICATIONS, IMPROVEMENTS, REPLACEMENTS, SUBSTITUTIONS, AND ACCESSORIES THERETO AND THEREFOR, ALL AVIONICS,
ONBOARD EQUIPMENT, LOOSE EQUIPMENT, MANUALS, DOCUMENTATION AND TECHNICAL PUBLICATIONS, NOW OWNED OR HEREAFTER ACQUIRED, AND ALL RECORDS AND LOGBOOKS (IN WRITTEN FORM OR ... |
88 | agreement_12.md | EX-10.7
8
ex\_152368.htm
EXHIBIT 10.7
ex\_152368.htm
**Exhibit 10.7**
**CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.**
**EXECUTION VERSION**
**AMENDMENT****NUMBER FIVE**... |
89 | agreement_12.md | **AMENDMENT NUMBER FIVE TO AIRCRAFT LEASE AGREEMENT**
This AMENDMENT NUMBER FIVE TO AIRCRAFT LEASE AGREEMENT (this"Amendment") is dated as of June 20, 2019 and is entered into between WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION (f/k/a Wells Fargo Bank Northwest, National Association), not in its individual capac... |
90 | agreement_12.md | **RECITALS**
WHEREAS, C.I.T. Leasing Corporation (“CITLC”) and Lessee have previously entered into that certain Aircraft Lease Agreement dated as of January 14, 2009, as supplemented by that certain Lease Supplement dated as of January 30, 2009, which was recorded as one instrument by the Federal Aviation Administra... |
91 | agreement_12.md | WHEREAS, pursuant to the Lease, Lessee is currently leasing from Lessor one (1) Boeing 737-73V aircraft bearing Manufacturer's serial number 30241 and United States Registration Number N710SY and two (2) CFM International Inc. model CFM56-7B22 (also described in the FAA records as model CFM56-7B20) aircraft engines bea... |
92 | agreement_12.md | **AGREEMENT**
| | |
| --- | --- |
| **1.** | **Definitions.** |
“**Return****Modification****Amount**” has the meaning given to such term on Schedule 1 hereto.
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Lease.
| | |
| --- | --- |
| **2.** | ... |
93 | agreement_12.md | (a) GENERAL. Exhibit B, GENERAL section is hereby amended by deleting the following sub-sections in their entirety :
(i) The text of sub-section (2): “(2) The Aircraft exterior shall be washed and the interior shall be clean. The cockpit shall be repainted if required to eliminate existing stains, excessi... |
94 | agreement_12.md | (iv) The text of sub-section (11): “(11) Prior to the Expiration Date, all temporary repairs accomplished during the Term, including repairs using blind fasteners (except to the extent that the use of blind fasteners is considered a permanent repair in accordance with the Airframe Manufacturer's structural repair ma... |
95 | agreement_12.md | (i) “(1) The Aircraft fuselage including radome, wing to body fairings, wheel well doors, vertical stabilizer, and engine cowlings (if previously painted) shall be prepared for repainting in accordance with the Airframe Manufacturer’s recommended procedures, and the fuselage shall be repainted white using a quality... |
96 | agreement_12.md | Lease Amendment Number Five
Wells Fargo Trust Company, N.A. / Sun Country, Inc.
B737-700 / MSN 30241
Page 3 |
97 | agreement_12.md | | | |
| --- | --- |
| **3.** | **REPRESENTATIONS AND WARRANTIES** |
| | |
| --- | --- |
| 3.1 | Lessor's Representations and Warranties. Lessor hereby represents and warrants to Lessee as of the date of this Amendment that: |
| | | |
| --- | --- | --- |
| | 3.1.1. | Lessor (i) is a national bank... |
98 | agreement_12.md | | | | |
| --- | --- | --- |
| | 3.1.4. | Lessor has received every consent, approval or authorization of, and has given every notice to, each Governmental Authority having jurisdiction with respect to the execution, delivery or performance of this Amendment and the performance of the Lease, as amended by this Amend... |
99 | agreement_12.md | Lease Amendment Number Five
Wells Fargo Trust Company, N.A. / Sun Country, Inc.
B737-700 / MSN 30241
Page 4 |
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