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AMENDMENT NO. 1 TO LEASE AGREEMENT 735
This Amendment No. 1 to Lease Agreement 735 (this "Amendment") is dated as of
February 28, 1997 by and between CONTINENTAL AIRLINES, INC., a Delaware
corporation ("LESSEE"), and FIRST SECURITY BANK, NATIONAL ASSOCIATION (formerly
First Security Bank of Utah, National Association), a national banking
association, not in its individual capacity but solely as owner trustee
("LESSOR").
WITNESSETH
WHEREAS, pursuant to that aircraft lease described in Exhibit 1
hereto, between Lessor, as lessor, and LESSEE, as lessee (the "Lease"), LESSEE
leased from LESSOR one (1) Boeing model 727-224 aircraft bearing Manufacturer's
Serial Number 20664 and U.S. Registration Number N69735 and three (3) Xxxxx &
Xxxxxxx model JT8D-9A engines bearing Manufacturer's Serial Numbers 665234,
665239 and 666851 (collectively, the "Aircraft"). Capitalized terms used but
not otherwise defined herein shall have the meanings attributed thereto in the
Lease;
WHEREAS, LESSOR and LESSEE desire to amend the terms of the Lease as
hereinafter set forth.
NOW THEREFORE, for and in consideration of the premises, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The Lease shall be amended as follows:
(a) The definition of "Basic Rent" in Section 1 shall be deleted
in its entirety and replaced with the following:
"'Basic Rent' means the rent payable for the
Aircraft as set forth on Schedule 1 hereto."
(b) The definition of "Expiration Date" in Section 1 shall be
deleted in its entirety and replaced with the following:
"'Expiration Date' means June 30, 1998."
(c) The definitions of "First Renewal Term", "Fourth Renewal
Term", "Renewal Lease Term", "Renewal Rent", "Second Renewal
Term", and "Third Renewal Term", shall be deleted in their
entirety.
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(d) The definition of "Stipulated Loss Value" in Section 1 shall
be changed by adding the following sentence to the end of the
paragraph:
"For the period from November 1, 1996 through the
Expiration Date, the Stipulated Loss Value shall be
as set forth on Schedule 1 hereto."
2. Section 3.1 of the Lease shall be deleted in its entirety and
replaced with the following:
"3.1 Term. Unless otherwise earlier terminated
pursuant to the provisions hereof, the Term of this
Lease with respect to the Aircraft shall commence on
the Delivery Date and shall end on the Expiration
Date."
3. The Lease shall be amended by deleting Sections 15.1(d) and
(e) in their entirety.
4. The Lease shall be amended by deleting Section 18.1 in its
entirety.
5. The Lease shall be amended by adding Schedule 1 in the form
attached hereto.
6. Consents and Approvals. Each of the parties hereto represents
and warrants that it has obtained all consents and approvals of third parties
(including governmental entities) required in connection with the execution,
delivery and performance of this Amendment.
7. Miscellaneous.
7.1 Status of Lease. This Amendment shall be construed in connection
with, and as part of, the Lease. The terms, conditions, covenants, agreements,
rights, remedies, powers and privileges set forth in the Lease as previously or
heretofore amended, or as otherwise modified hereby, are hereby confirmed in
all respects by the parties hereto and shall continue in full force and effect.
7.2 Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
agreement, and either of the parties hereto may enter into this Amendment by
executing such a counterpart.
7.3 Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York applicable to contracts
made in such state by residents thereof and to be performed entirely within
such state, including all matters of construction, validity and performance.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first above written.
CONTINENTAL AIRLINES, INC. FIRST SECURITY BANK, N.A. (formerly
First Security Bank of Utah, N.A.), not
in its individual capacity but solely as
owner trustee
(Lessee) (Lessor)
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxx
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Name: Xxxxxx Xxxxxxxx Name: Xxxxx X. Xxxx
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Title: Vice President Title: Assistant Vice President
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EXHIBIT 1
Lease Agreement 735 dated as of September 26, 1988, between First
Security Bank of Utah, National Association, as Owner Trustee, as lessor and
Continental Airlines, inc., as lessee, as supplemented by Lease Supplement No.
1 dated October 7, 1988, recorded by the FAA on October 25, 1988, as Conveyance
No. E99877 (the "Lease").
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SCHEDULE 1 TO LEASE
Basic Rent: The Basic Rent for the Aircraft leased hereunder shall be paid
in advance on each Basic Rent Payment Date and shall be in the
amount of $80,750 per month through October 31, 1996, and in
the amount of $75,000 per month for each Basic Rent Payment
Date from November 1, 1996 through the Expiration Date.
Stipulated Loss
Value: For the period from November 1, 1996 through the Expiration
Date, the Stipulated Loss Value shall be $6,000,000.
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