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agreement_1.md | EX-10.23 2 d272839dex1023.htm AIRCRAFT LEASE AGREEMENT Aircraft Lease
Agreement
**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 corporation organized and exist... | 0 |
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... | 1 |
agreement_1.md | (b) In addition to the Rent, Lessee shall timely pay the amount of any sales,
use, retailer, withholding, VAT, duties, fees or other taxes or fees which may
be assessed or levied by any taxing jurisdiction (whether foreign or domestic)
directly as a result of the leasing or operation of the Aircraft by Lessee or
the pa... | 2 |
agreement_1.md | * * *
absent Lessees 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 dire... | 3 |
agreement_1.md | (ii) operational and in an airworthy condition with a current and valid FAA
Standard Airworthiness Certificate and registered on the FAA Civil Aircraft
Registry;
(iii) with all systems functioning normally in accordance with manufacturers
specifications and in compliance with all applicable FAA Airworthiness
Directiv... | 4 |
agreement_1.md | 2
* * *
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 th... | 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
Deli... | 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 | (e) Unless otherwise agreed to in advance by the parties, Lessor shall bear
the full cost of any discretionary Aircraft upgrades, capital improvements or
major refurbishment made during the Term. In the event the Lease is terminated
by either party for any reason prior to the expiration of the Term, Lessor
shall refund... | 8 |
agreement_1.md | (C) be endorsed so that it is primary and non-contributing to any other
insurance that is available to any of the insureds.
(ii) All-risk ground and flight physical damage and hull war and allied perils
insurance (Hull Coverage) on the Aircraft for the agreed value of Eighteen
Million US Dollars (US$18,000,000) (Ca... | 9 |
agreement_1.md | (ii) Provide for not less than thirty (30) days (no less than ten (10) days in
the case of any nonpayment of premium and such lesser period as is standard in
the industry for war risk insurance) advance written notice to be received by
each of the insured parties prior to any adverse material change, deletion or
cancel... | 10 |
agreement_1.md | 8\. _Limitation of Liability_.
LESSOR UNDERSTANDS AND AGREES THAT THE INSURANCE POLICIES ARE LESSORS 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,... | 11 |
agreement_1.md | 5
* * *
ARE SOLELY THE RESULT OF LESSEES GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR
LESSORS 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
ev... | 12 |
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 i... | 13 |
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 ... | 14 |
agreement_1.md | 6
* * *
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 Pittmans employment with Lessee for any reason; (iii)
by the non-breaching party if an Event of Default has occurred and the
breaching ... | 15 |
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 g... | 16 |
agreement_1.md | 7
* * *
(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 an... | 17 |
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
Honeywells HAPP ser... | 18 |
agreement_1.md | 8
* * *
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... | 19 |
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 ... | 20 |
agreement_1.md | 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: General Counsel
Fax: (210) 832-3129
Such notice or other communication shall be deemed to have been received in
the case of personal delivery, upon actual de... | 21 |
agreement_1.md | (b) _Severability_. The provisions of this Agreement shall be deemed
independent and severable and the invalidity, partial invalidity or
unenforceability of any one provision or portion of this Agreement shall not
affect the validity or enforceability of any other provision of this
Agreement. Any provision of this Agre... | 22 |
agreement_1.md | 10
* * *
(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 a... | 23 |
agreement_1.md | (ii) OPERATOR AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES AS EVIDENCED BY ITS
SIGNATURE BELOW THAT, OPERATOR WILL BE KNOWN AS, CONSIDERED, AND WILL IN FACT
BE THE OPERATOR OF THE AIRCRAFT.
CLEAR CHANNEL BROADCASTING, INC.
By: _ _
Title:
(c) THE PARTIES UND... | 24 |
agreement_1.md | YET AGAIN INC.
| | | |
LESSEE:
CLEAR CHANNEL BROADCASTING, INC.
| | | |
By: | | /s/ Robert W. Pittman | | | | By: | | /s/ Hamlet T. Newsom,
Jr.
Name: | | Robert W. Pittman | | | | Name: | | Hamlet T. Newsom, Jr.
Title: | | | | | | Title: | | VP, Assistant Secretary ... | 25 |
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 Manufacturers Serial No. 27 together with its... | 26 |
agreement_3.md | EX-10.1 2 dex101.htm AIRCRAFT LEASE AGREEMENT Aircraft Lease Agreement
**Exhibit 10.1**
**AIRCRAFT LEASE AGREEMENT**
**AIRCRAFT LEASE AGREEMENT** (Agreement or Lease) made and dated for
reference as of the 17th day of January 2007, at Carlsbad, California.
| | | |
---|---|---|---|---
BETWEEN: | | H... | 27 |
agreement_3.md | _FLIGHT HOUR_ shall mean each hour elapsing from the moment the wheels of
the Aircraft leave the ground on take off to the moment when the wheels of the
Aircraft touch ground on landing. For the purposes of all calculations under
this Agreement measured in Flight Hours, such hours including fractions
thereof shall ... | 28 |
agreement_3.md | | (c) | hijacking or theft thereof or disappearance thereof for a period in
excess of ninety (90) consecutive days;
---|---|---
| (d) | the condemnation, confiscation, compulsory acquisition, seizure,
requisition of title or taking of title to the Aircraft or Airframe or any
Engine by any governmental entity... | 29 |
agreement_3.md | 2
* * *
2\. **_NATURE OF LEASE_**.
The parties acknowledge and agree that it is their intent that this Lease be
treated as a true lease for Federal income tax purposes.
3\. **_LESSORS WARRANTIES_**.
a. Except as otherwise provided herein, the Aircraft is leased to Lessee
hereunder AS IS, WHERE IS and Lessor d... | 30 |
agreement_3.md | LESSOR LEASES THE AIRCRAFT TO LESSEE HEREUNDER AS IS AND WHERE IS, AND
NEITHER LESSOR NOR ANY SUCCESSOR IN INTEREST THERETO, BY ASSIGNMENT OR
OTHERWISE, SHALL BE DEEMED TO HAVE MADE OR TO MAKE AND BY ACCEPTING THE
AIRCRAFT HEREUNDER LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ANY RIGHTS
PREMISED UPON OR ANY RELIAN... | 31 |
agreement_3.md | HEREBY WAIVES, RELEASES AND RENOUNCES ANY CLAIMS FOR LOSS FROM INTERRUPTION OF
USE, LOST PROFITS, LOST BUSINESS OR OTHER SPECIAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF LESSORS RIGHTS TO USE THE AIRCRAFT DURING THE TERM OF THIS
AGREEMENT. | 32 |
agreement_3.md | 3
* * *
4\. **_LEASE PAYMENTS_**.
a. Lessee shall pay Lessor rent in the amount of $30,000, such first payment
being due on January 22, 2007 and subsequent rent payments being due on the
equivalent day of each succeeding month until the end of the Term.
b. On or before the 10th day of each calendar month, Lessee sh... | 33 |
agreement_3.md | d. As additional Rent hereunder, subject always to Lessees prior right to use
of the Aircraft, Lessor shall be entitled to use the Aircraft for Lessors
purposes during the Term of this Agreement. If Lessor desires to use the
Aircraft, it shall give Lessee as much advance notice of such usage as is
practicable. Provid... | 34 |
agreement_3.md | in the form attached hereto as Appendix C when Lessor uses the Aircraft and
returns the Aircraft to Lessee. With respect to operation of the Aircraft by
Lessor, its affiliates or agents, if the Lessee, its officers, directors,
shareholders, employees, agents or representatives (Lessee Parties) shall
suffer any Claims... | 35 |
agreement_3.md | 4
* * * | 36 |
agreement_3.md | e. Lessees and Lessors obligations hereunder shall be absolute and
unconditional and shall not be affected or reduced by any circumstances
including, without limitation: (i) any set-off, counterclaim, recoupment,
defense, or other right that Lessee may have against Lessor or any person for
any reason whatsoever excep... | 37 |
agreement_3.md | hereof. Notwithstanding the provisions of this Section 4(e), Lessee shall
otherwise have the rights and remedies provided for in this Lease against
Lessor, _provided_ that said rights shall not be asserted in an action to
enforce this Lease in violation of the terms of this Lease. | 38 |
agreement_3.md | f. Lessee and Lessor acknowledge that the rentals payable pursuant to Section
4(a) were determined based upon an assumed average annual usage by Lessee of
300 Flight Hours. Lessee and Lessor agree to negotiate in good faith an
adjustment to such rentals in the event that Lessees aggregate usage from the
commencement o... | 39 |
agreement_3.md | b. To keep and maintain the Aircraft in a fully operative and airworthy
condition in conformity with any requirements or airworthiness directives
which may from time to time be made by the manufacturers of the Aircraft, and
in conformity with all applicable laws, orders, rules, regulations, and
directives of government... | 40 |
agreement_3.md | f. Not to use or operate the Aircraft or permit it to be used or operated
illegally or contrary to any applicable laws, regulations, orders, rules or
directives of any power or government or agency thereof having jurisdiction,
and to indemnify and hold Lessor, harmless from and against any and all
actions, precautions,... | 41 |
agreement_3.md | i. That if for any reason any part of the Aircraft is replaced with a similar
part, or any part or attachment is added thereto, no matter by whom
manufactured, the part so replaced or added shall at once become the property
of Lessor, to the same extent as all the original parts of the Aircraft, and
with the same right... | 42 |
agreement_3.md | k. Subject to Sections 4(d) and 7 hereof, to furnish at its own cost and
expense all fuel, lubricants, and other material necessary for the operation
of the Aircraft, pay all maintenance, storage, hangar (other than home base
hangaring), landing, airport and customs charges and fees and all other
charges of operation, ... | 43 |
agreement_3.md | m. Subject to Section 4(d), Lessee agrees to indemnify, reimburse, and hold
harmless Lessor and its successors, assigns, agents, employees, officers,
directors, shareholders, servants and representatives (the Indemnified
Parties) from and against any and all claims, damages, losses, liabilities,
demands, suits, judgm... | 44 |
agreement_3.md | indemnified party may have against any manufacturers, suppliers, overhaul
agencies, sellers and/or prior lessees (and similar parties) of the Aircraft
and _provided, further_ , that Lessee shall not be required to indemnify any
of the Indemnified Parties against Claims arising out of such Indemnified
Partys willful mi... | 45 |
agreement_3.md | Lessee hereby waives, and releases the Indemnified Parties from, any Claims of
Lessee now or hereafter existing for or on account of or arising out of or in
any way connected with injury to or death of personnel of Lessee, or loss or
damage to property of Lessee, or the loss of use of any property, in each case
that, a... | 46 |
agreement_3.md | p. To maintain all insurance required by this Agreement, and notify Lessor of
any lapse, cancellation, or material adverse change in the insurance coverage.
q. Lessee shall not knowingly use or permit the use of the Aircraft for the
carriage of any goods, materials or items of cargo that could reasonably be
expected t... | 47 |
agreement_3.md | d. With respect to the costs of compliance with any airworthiness directive
applicable to the Aircraft, Lessee shall bear the costs of such compliance if
the cost of such compliance does not exceed $50,000. If the cost of such
compliance exceeds $50,000, Lessee and Lessor shall each bear 50% of the total
cost of the co... | 48 |
agreement_3.md | | (2) | Liability insurance including passenger liability written in the
name of Lessee and naming Lessor as an additional insured, including coverage
for Lessor during the periods of time where Lessor is using the Aircraft.
---|---|---
b. Lessee shall deliver certificates of insurance to Lessor specifying all
c... | 49 |
agreement_3.md | 10
* * *
9\. **_ASSIGNMENT_.**
This Lease shall not be assigned, sold or sublet by either party without the
prior written consent of the other party which shall not be unreasonably
withheld.
10\. **_DEFAULT_.**
If Lessee defaults in payment of rent or in performance or observance of any
of the covenants, terms, pr... | 50 |
agreement_3.md | d. Lessee shall consent to the appointment of or taking possession by a
receiver, assignee, custodian, sequestrator, trustee or liquidator or other
similar official of itself or of a substantial part of its property, or Lessee
shall fail to pay its debts generally as they come due or shall make a general
assignment for... | 51 |
agreement_3.md | 11
* * *
f. a petition in a proceeding or case under the bankruptcy laws or other
insolvency laws (as now or hereafter in effect) shall be filed and shall not
be withdrawn or dismissed within sixty (60) days thereafter, or, in case the
approval of such petition by a court of competent jurisdiction is required,
the pe... | 52 |
agreement_3.md | Upon the occurrence of any Event of Default and any time thereafter so long as
the same shall be continuing, Lessor may, at its option, declare this Lease to
be in default and at any time thereafter, so long as Lessee shall not have
cured all outstanding Events of Default, Lessor may exercise one or more of
the followi... | 53 |
agreement_3.md | | (i) | cause Lessee, upon the written demand of Lessor and at Lessees
expense to, and Lessee shall, promptly return the Aircraft to Lessor at such
location in the continental United States as Lessor may reasonably specify in
the manner and condition required by, and otherwise in accordance with all of
the provisions ... | 54 |
agreement_3.md | | (iii) | whether or not Lessor shall have exercised, or shall thereafter at
any time exercise, any of its rights under paragraph (i) or paragraph (ii)
above with respect to the Aircraft, Lessor, by written notice to Lessee
specifying a payment date not earlier than ten (10) business days from the
date of such notice, ... | 55 |
agreement_3.md | | 11. | _**LOSS OR DAMAGE TO AIRCRAFT AND INJURY OR DAMAGE TO THE PERSON OR
PROPERTY OF THIRD PARTIES INCLUDING PASSENGERS**_
---|---|---
In the event of loss or damage to or requisition of the Aircraft, or in the
event of injury or damage being caused by the Aircraft to persons (including
passengers) or to prop... | 56 |
agreement_3.md | 13
* * *
provided, that if the Aircraft is partially damaged while it is in the
operational control of Lessor, its affiliates or agents, Lessee shall only be
responsible for the repair of the Aircraft to the extent that insurance or
warranty proceeds are available for such repair. Upon the damage being
repaired and t... | 57 |
agreement_3.md | In the event that the Aircraft shall suffer a Total Loss, Lessee shall pay the
Insured Value (as set forth in Section 8(c)) to Lessor upon the earlier to
occur of the date on which insurance proceeds with respect thereto are
received by either Lessor or Lessee and the date that is 120 days following
such Total Loss; pr... | 58 |
agreement_3.md | Attention: General Counsel
Telephone: (760) 494-1000
Fax: (760) 494-1099
15\. **_FURTHER ASSURANCES_.**
Lessee and Lessor will each promptly and duly execute and deliver to the other
such further documents and assurances and take such further action as may from
time to time be reasonably requested by any of them in... | 59 |
agreement_3.md | 15
* * *
| 19. | **_GOVERNING LAW_.**
---|---|---
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE UNITED STATES OF AMERICA, STATE OF CALIFORNIA AND LESSOR AND LESSEE
AGREE TO EXCLUSIVE VENUE AND JURISDICTION OF THE UNITED STATES FEDERAL COURTS
AND STATE COURTS OF CALIFORN... | 60 |
agreement_3.md | | 20. | **_TAXES_.**
---|---|---
Lessee agrees to pay, and to indemnify and hold Lessor and its successors and
assigns harmless from any and all Taxes (other than taxes payable with respect
to the rent or earnings arising out of this Agreement and income taxes as a
result of the use of the Aircraft by Lessor or ... | 61 |
agreement_3.md | Lessee may reasonably request in writing with respect to such asserted
liability, and if requested by Lessee and upon the prior payment to Lessor by
Lessee of an amount equal to such Tax, shall make payment of such Tax under
protest, if payment under protest is necessary in order to contest the claim
for Taxes. If cont... | 62 |
agreement_3.md | Lessees obligations under this Section 20 shall not extend to any liability
resulting from any fact, occurrence, event or condition occurring prior to the
commencement of the Term, or, so long as no Event of Default is continuing,
after the date on which the Aircraft has been returned to Lessor in accordance
with the ... | 63 |
agreement_3.md | c. Lessee will notify by telephone the FAA Flight Standards district office
nearest the airport where the first flight of the Aircraft will originate
under this Lease. Unless otherwise authorized by that office, the notification
shall be given at least 48 hours before takeoff and Lessee shall inform the
FAA of the loca... | 64 |
agreement_3.md | f. LESSEE CERTIFIES THAT THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER
PART 91 OF THE FEDERAL AVIATION REGULATIONS FOR OPERATIONS TO BE CONDUCTED
UNDER THIS LEASE. LESSEE UNDERSTANDS THAT AN EXPLANATION OF FACTORS BEARING ON
OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED
FROM THE N... | 65 |
agreement_5.md | EX-10.6 9 dex106.htm AIRCRAFT LEASE COMMON TERMS AGREEMENT Aircraft Lease
Common Terms Agreement
**EXHIBIT 10.6**
**DATED AS OF AUGUST 15, 2003**
**BETWEEN**
AVIATION FINANCIAL SERVICES INC. ****
**and**
AIRTRAN AIRWAYS, INC.
* * *
**AIRCRAFT LEASE**
**COMMON TERMS AGREEMENT**
* * *
* * ... | 66 |
agreement_5.md | | | 4
4.4
| |
Delayed Delivery
| | 4
5. PAYMENTS
| | 5
5.1
| |
Deposit
| | 5
5.2
| |
Rental Periods
| | 5
5.3
| |
Rent
| | 5
5.4
| |
Supplemental Rent
| | 6
5.5
| |
Payments
| | 7
5.6
| |
Withholding and Tax Cre... | 67 |
agreement_5.md | | |
Appropriation
| | 22
5.20
| |
Set-off
| | 22
5.21
| |
Expenses
| | 22
5.22
| |
Other Outgoings
| | 23
6. MANUFACTURERS WARRANTIES
| | 23
7. LESSORS COVENANTS
| | 24
7.1
| |
Quiet Enjoyment
| | 24
7.2
| |
Maintenance ... | 68 |
agreement_5.md | | |
Removal of Engines and Parts
| | 39
8.12
| |
Equipment Changes
| | 42
8.13
| |
Title
| | 43
9. INSURANCE
| | 44
9.1
| |
Insurance
| | 44
9.2
| |
[Intentionally Omitted]
| | 44
9.3
| |
Insurance Undertakings and Information
| |... | 69 |
agreement_5.md | | | 53
13.1
| |
Events
| | 53
13.2
| |
Rights and Remedies
| | 53
13.3
| |
[Intentionally Omitted]
| | 57
13.4
| |
[Intentionally Omitted]
| | 57
13.5
| |
Power of Attorney
| | 57
14. ASSIGNMENT
| | 57
14.1
| |
Lessee
| |... | 70 |
agreement_5.md | | | 63
15.10
| |
Beneficiaries
| | 64
15.11
| |
Counterparts
| | 64
15.12
| |
Language
| | 64
15.13
| |
Survival
| | 65
16. DISCLAIMERS AND WAIVERS
| | 65
16.1
| |
Exclusion
| | 65
16.2
| |
Waiver
| | 66
16.3
| |... | 71 |
agreement_5.md | | |
Form Legal Opinion of Lessees Counsel
Schedule 8B, Part 1
| |
Form of Lessor Legal Opinion (In-House)
Schedule 8B, Part 2
| |
Form Legal Opinion of Lessors Counsel
Schedule 9
| |
Events of Default
Schedule 10
| |
Form of Guarantee
Schedule 11
| |
[Intentionally Omit... | 72 |
agreement_5.md | WHEREAS:
| (A) | Pursuant to a Lease Transaction Agreement dated as of July 1, 2003
between AFSI and AIRTRAN, AIRTRAN or one of its Affiliates has agreed to lease
certain Boeing 737-700 or 737-800, as applicable, series aircraft from AFSI or
one of its Affiliates and AFSI or one of its Affiliates has agreed to lea... | 73 |
agreement_5.md | 1. | INTERPRETATION
---|---
1.1 | **Definitions**
---|---
All references herein to Lease mean the various documents comprising the
Lease. In the Lease, capitalized words and expressions not otherwise defined
have the meanings set out for them in Schedule 1 or in the Aircraft Lease
Agreement.
1.2... | 74 |
agreement_5.md | | (vii) | includes, including, include or similar terms shall not be
construed as limiting and shall mean including, without limitation.
---|---|---
| (b) | Headings and Subheadings to Sections and Schedules in the Lease are
not intended to affect their meaning.
---|---|---
2. | REPRESENTATI... | 75 |
agreement_5.md | 3.1 | **Conditions Precedent**
---|---
Lessor need not deliver and start the leasing of the Aircraft under the Lease
unless each of the Lessor Conditions Precedent is satisfied or waived in
writing by Lessor. Lessee need not accept and start the leasing of the
Aircraft under the Lease unless each of the Lessee... | 76 |
agreement_5.md | | (b) | If any Lessee Condition Precedent is not satisfied on or before the
Delivery Date, Lessee may (in its absolute discretion) nonetheless accept
delivery of the Aircraft from Lessor and start the leasing of the Aircraft,
provided Lessee either waives the Lessee Conditions Precedent or Lessee and
Lessor agree in wr... | 77 |
agreement_5.md | | (b) | If (i) Lessee is unwilling or unable to accept delivery of the
Aircraft on the date on which Lessor tenders the Aircraft for Delivery to
Lessee in compliance with the Delivery Condition Requirements and under and in
accordance with Section 4.3(a), or Lessee fails to fulfill any Lessor
Condition Precedent on or ... | 78 |
agreement_5.md | \- 3 -
* * *
4.2 | **Procedure Before Delivery**
---|---
Lessor and Lessee will follow the Pre-Delivery Procedure.
4.3 | **Delivery and Acceptance**
---|---
After the Pre-Delivery Procedure has been carried out:
| (a) | Subject to Section 3.1, Lessor will tender delivery of the Aircraft
to L... | 79 |
agreement_5.md | | (a) | Lessor will not be responsible for any Losses that Lessee suffers
resulting from the delay or from the non-delivery of the Aircraft;
---|---|---
| (b) | Lessee will not, except in the circumstances described in Sections
4.4(c) and 4.4(d), be entitled to terminate the Lease or to reject the
Aircraft w... | 80 |
agreement_5.md | \- 4 -
* * *
| (d) | If the Manufacturer shall have notified Lessor (in which case Lessor
shall promptly inform Lessee of such notice) that the Delivery will be delayed
beyond the Final Delivery Date or that the Aircraft will not be delivered,
either party may terminate the Lease by delivering notice to the other w... | 81 |
agreement_5.md | 5. | PAYMENTS
---|---
5.1 | **Deposit**
---|---
Lessee shall pay Lessor any Deposit as specified in Section 3 of the Aircraft
Lease Agreement.
5.2 | **Rental Periods**
---|---
The first Rental Period will start on the Rent Commencement Date and each
subsequent Rental Period will start on ... | 82 |
agreement_5.md | 5.4 | **Supplemental Rent**
---|---
| (a) | Amount: If, under the Aircraft Lease Agreement, Lessee is required
to pay Supplemental Rent, Lessee will pay that Supplemental Rent, at the rates
referred to in Section 3 of the Aircraft Lease Agreement, to Lessor in
relation to each calendar month (or part of a mo... | 83 |
agreement_5.md | | (ii) | Hour to Cycle Ratio Adjustment: Lessor and Lessee acknowledge that
the Engine Supplemental Rent rate and the Engine LLP Supplemental Rent rate
are based upon the assumption that the Aircraft will operate on an Assumed
Ratio. If that assumption proves to be incorrect at any time during the Term
based upon Lesse... | 84 |
agreement_5.md | \- 6 -
* * *
| | calculated as an annual average, such that (A) Lessees actual
utilization of the Aircraft is 110% or greater than the Assumed Utilization,
upon written notice from Lessee to Lessor , the rates of Airframe Supplemental
Rent and Landing Gear Supplemental Rent shall be adjusted downwards to rates
... | 85 |
agreement_5.md | | (iv) | Major Maintenance Program Revision: If the Lessee adopts a Major
Maintenance Program Revision, either Lessor or Lessee may notify the other
that it believes adjustment is necessary to maintain the Supplemental Rent at
levels which accurately reflect the costs associated with obtaining relevant
maintenance serv... | 86 |
agreement_5.md | | (c) | Lessors Property Rights: Lessee acknowledges and agrees that
Supplemental Rent is additional rent for the leasing of the Aircraft and not
cash collateral or other collateral security for Lessees maintenance
obligations under the Lease. Once paid, all Supplemental Rent is the property
of Lessor, it is not refu... | 87 |
agreement_5.md | \- 7 -
* * *
5.6 | **Withholding and Tax Credit**
---|---
| (a) | Withholding: Lessee must not deduct any amount from any of its
payments under the Lease for or on account of any Taxes (other than US
withholding taxes), unless it is required by Law to do so, in which case,
except with respect to withholdin... | 88 |
agreement_5.md | | (b) | Tax Credit: If Lessor, in good faith, determines that it has
realized a tax benefit (by way of deduction, credit or otherwise) as a result
of any payment for which Lessee is liable under Section 5.6(a), Lessor shall
pay to Lessee as soon as practicable after the tax benefit has been realized
(but not before Les... | 89 |
agreement_5.md | | (a) | General:
---|---|---
| (i) | Except as provided in Section 5.7(c), Lessee will on demand pay and
indemnify each Tax Indemnitee against any and all Taxes levied or imposed
against or upon or payable by such Tax Indemnitee or Lessee and arising from,
with respect to or in connection with the transactio... | 90 |
agreement_5.md | | (ii) | Each Tax Indemnitee shall promptly forward to Lessee any written
notice, bill, or advice that such Tax Indemnitee receives from any taxing
authority concerning any Tax for which it seeks indemnification under this
Section 5.7. All Taxes indemnified pursuant to this Section 5.7(a) shall be
paid by Lessee direct... | 91 |
agreement_5.md | | (iii) | Any amount payable by Lessee directly to a Tax Indemnitee pursuant
to this Section 5.7(a) shall be paid within fifteen (15) Business Days after
receipt of a written demand therefor from the relevant Tax Indemnitee
(provided that in no event shall Lessee be required to pay any such amount
earlier than five (5)... | 92 |
agreement_5.md | \- 9 -
* * *
| | such Tax Indemnitee and reasonably satisfactory to Lessee. Such
verification shall be binding. Lessee and each Tax Indemnitee agree to provide
to such public accounting firm any information within its possession or
control that is reasonably necessary for such public accounting firm to
perform s... | 93 |
agreement_5.md | | (A) | all sales, use, rental, excise, value added (other than value added
taxes that are imposed in direct substitution for an income tax), turnover,
goods and services and similar taxes or taxes in the nature of any of the
foregoing ( **Sales Taxes** ) required to be paid to the tax authority of
the jurisdiction i... | 94 |
agreement_5.md | \- 10 -
* * *
| (B) | all Sales Taxes required to be paid to the tax authority of any
jurisdiction (other than a jurisdiction described in Clause (A) above) in
which the Aircraft may be used, operated or otherwise located from time to
time except for any Sales Tax with respect to which Lessee delivers to Lessor
suc... | 95 |
agreement_5.md | | (iii) | The specific obligations with respect to sales and use taxes set
forth in this Section 5.7(b) are in addition to, and are not in substitution
for, Lessees obligation to indemnify for sales and use taxes pursuant to
Section 5.7(a); provided that in no event shall Lessee be obligated to pay any
amount as indem... | 96 |
agreement_5.md | \- 11 -
* * *
| | sales, use, excise, value added or property Taxes (other than any
value added tax that is imposed in direct substitution for an income tax) or
any Taxes in the nature of sales, use, excise, value added or property Taxes
(other than any value added tax that is imposed in direct substitution for ... | 97 |
agreement_5.md | | (vi) | any US withholding tax;
---|---|---
| (vii) | a Tax that would not have been imposed but for a Lessor Lien;
---|---|---
| (viii) | a Tax on any item of tax preference or a minimum tax or
alternative minimum tax;
---|---|---
| (ix) | any Tax imposed on (A) a transferee of the in... | 98 |
agreement_5.md | \- 12 -
* * *
| (d) | Lessee will also indemnify the Special Tax Indemnitee (as defined
in Part IV of Schedule B of the Aircraft Lease Agreement for the purposes
thereof) as and to the extent set forth in Part IV of Schedule B of the
Aircraft Lease Agreement, and the provisions of Section 5.9 shall apply
thereto.... | 99 |
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