Xxxxxxx Title. Associate Director FORTIS CAPITAL CORP., as Lender By: /s/ Xxxxxxxxxxx X. Xxxxxx --------------------------------- Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx X. Xxxxxx --------------------------------- Name: Xxxxxx X. Xxxxxx Title: Managing Director BANK OF SCOTLAND, as Lender By: /s/ Xxxxxx Xxxxxx --------------------------------- Name: Xxxxxx Xxxxxx Title: First Vice President BMO XXXXXXX XXXXX FINANCING, INC., as Lender By: /s/ Xxxxx X. Xxxxxxxx --------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Managing Director NATEXIS BANQUES POPULAIRES, as Lender By: /s/ Xxxxxxx X. Xxxxxxxxx --------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President By: /s/ Xxxxxx x'Xxxxxx --------------------------------- Name: Xxxxxx x'Xxxxxx Title: Senior Vice President & Regional Manager XXXXX XXXX XX XXXXXX, as Lender By: /s/ Xxxxx Xxxxxxx --------------------------------- Name: Xxxxx Xxxxxxx Title: Vice President UNION BANK OF CALIFORNIA, N.A., as Exiting Lender By: /s/ Xxxxxx Xxxxxxxxx --------------------------------- Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President SCHEDULE 2 SECURITY SCHEDULE 1. Amended and Restated Security Agreement dated as of February 24, 2000, from Borrower, in favor of Toronto Dominion (Texas), Inc. ("TD (Texas)"), as Agent (as amended, supplemented, restated or otherwise modified from time to time, the "Security Agreement"), covering all personal property of Borrower.
Xxxxxxx Title. Executive Vice President The foregoing Underwriting Agreement is hereby agreed to as of the date first above written. X.X. XXXXXX SECURITIES INC., for itself and as Representative of the several Underwriters named in Schedule A hereto By: /s/ Xxxxxxx Xxxxx, III ----------------------------- Name: Xxxxxxx Xxxxx, III Title: Vice President SCHEDULE A
Xxxxxxx Title. Treasurer Date: -1--1-1[1--2--_,_,:f:/f-'-'/ ? By�: I>.;,J.�� Name: Xxxxx Xxxxx Title: President Date: ]:'--!t'-' 2-_S-+: /-· 1_B· _'
Xxxxxxx Title. Lessor shall have received good and marketable title to the Aircraft, free and clear of any Liens and all filings, recordings and other actions that are necessary or desirable in order to establish, protect and preserve Lessor’s title to and ownership of the Aircraft shall have been duly effected, including, without limitation, the receipt by Lessor of a duly completed, executed and delivered FAA Xxxx of Sale. In addition, Lessor shall have received evidence satisfactory to it that, immediately prior to the transfer of the title to the Aircraft to Lessor by the seller thereof, such seller has good and marketable title to the Aircraft. The International Interest created hereby in the Aircraft pursuant to the provisions of the Cape Town Convention shall be registered with the International Registry, and Lessee hereby consents to such registration and authorizes Lessor to effect all such registrations with the International Registry. No International Interest created in favor of Lessor shall be discharged without the prior written consent of Lessor.
Xxxxxxx Title. President
Xxxxxxx Title. Vice President The foregoing Amendment is hereby acknowledged and consented to as of the date first above written: HEXCEL CORPORATION, By: /s/ Xxx Xxxxxxxx ----------------------------- Name: Xxx Xxxxxxxx Title: Senior Vice President
Xxxxxxx Title. Global Corporate Manager ABN AMRO BANK N.V., by /s/ Xxxx X. Xxxxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxxxx Title: Group Vice President by /s/ Xxxxx X. Xxxxxx --------------------------------- Name: Xxxxx X. Xxxxxx Title: Assistant Vice President FIRSTAR BANK, N.A., by /s/ Xxxx Xxxxxxxxxx --------------------------------- Name: Xxxx Xxxxxxxxxx Title: Assistant Vice President WESTPAC BANKING CORPORATION, by /s/ Xxxx Xxxxxx --------------------------------- Name: Xxxx Xxxxxx Title: Relationship Manager
Xxxxxxx Title. VICE PRESIDENT The undersigned hereby acknowledges receipt of a copy of the foregoing Assignment and Servicing Agreement and agrees to, and to be bound by, each of the provisions thereof applicable to the undersigned. MANUFACTURERS AND TRADERS TRUST COMPANY, as Trustee By: ______________________________ Name: Title: [Signature Page to the Assignment and Servicing Agreement] 50 EXHIBIT A SCHEDULE OF LEASES AND EQUIPMENT $______________ ____________, 1999 COPELCO CAPITAL, INC., a Delaware corporation (the "Maker"), with its principal office at One Xxxxxxxxxxxxx Xxxxxxxxx, Xxxxxx, XX 00000-0000, XXR VALUE RECEIVED, hereby promises to pay to the order of Copelco Capital Funding LLC 99-1, a Delaware limited liability company or its assignee (the "Payee"), for its account, the principal sum ______________________________ ($___________) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Payee to the Maker under the Assignment Agreement (as defined below)), together with interest per annum on the unpaid principal amount hereof at the Prime Rate plus one per cent, in lawful money of the United States of America and in immediately available funds immediately on the demand of the Payee. The date, amount and interest rate, of each Loan made by the Payee to the Maker, and each payment made on account of the principal thereof, shall be recorded by the Payee on its books and, prior to any transfer of this Note, endorsed by the Payee on the schedule attached hereto or any continuation thereof. This Note evidences certain Inter-Company Loans from Payee to Maker pursuant to Section 13.01 of that certain Assignment and Servicing Agreement dated as of March 1, 1999, between the Maker and the Payee (the "Assignment Agreement"). Capitalized terms used in this Note have the respective meanings assigned to them in the Assignment Agreement. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. COPELCO CAPITAL, INC. By _________________________________ 52 SCHEDULE OF LOANS This Note evidences demand Loans made under the within-described Assignment Agreement to the Maker, on the date, at the interest rate, and in the principal amounts set forth below, subject to the payments and prepayments of principal set forth below: Principal Amount Unpaid Amount of Interest Paid or Principal Notation Date Loan Rate Prepaid Amount Made By ----------------------------------------------------------------...
Xxxxxxx Title. President 571770 ALBERTA LTD. By: ------------------------------ Name: Title: 604478 ALBERTA LTD. By: ------------------------------ Name: Xxxxx X. Xxxxx Title: President ________________[ESCROW AGENT] By: ------------------------------ Name: Title: SCHEDULE "A" CLAIMS NOTICE [Name and Address of Escrow Agent] [Name and Address of Principal Shareholders] RE: ESCROW AGREEMENT, DATED _______________ 2000, (THE "ESCROW AGREEMENT"), BY AND AMONG FRI FTI, XXXXXXXXX, THE PRINCIPAL SHAREHOLDERS AND _____________________________ , AS ESCROW AGENT All capitalized terms used but not defined in this Notice have the meanings given them in the Escrow Agreement. Pursuant to Section 9 of the Escrow Agreement, (on its own behalf and on behalf of FRI and FRI) hereby claim entitlement to indemnification under Section 7 of the same agreement in respect of the following circumstances: [SUMMARY OF FACTS AS THEN KNOWN WHICH FORM BASIS FOR THE CLAIM] Xxxxxxxxx'x reasonable good faith estimate of the amount of the claim(s) which are the subject of such demand for indemnification is $_______________ and demands payment from the Escrowed Property of the amount of such claim(s). XXXXXXXXX MANAGEMENT LIMITED By: Name: Title:
Xxxxxxx Title. President ------------------------------- XXXXX X. XXXXXXXX
