LEASE AMENDMENT NO. 2 TO LEASE AGREEMENT I
This Lease Amendment No. 2 dated as of July 29, 1996 (this "Amendment")
to Lease Agreement I dated as of August 1, 1988, as amended, between First
Security Bank, National Association (formerly known as First Security Bank of
Utah, National Association), not in its individual capacity but solely as
trustee under a Trust Agreement I dated as of August 1, 1988 ("Lessor"), and
Aloha Airlines, Inc., as Lessee ("Lessee").
WHEREAS, Lessor and Lessee are parties to that certain Lease Agreement
I dated as of August 1, 1988 (the "Agreement"), as supplemented by Lease
Supplement No. 1 dated as of August 5, 1988 and Lease Supplement No. 2 dated as
of March 5, 1993 (the "Supplements"), and amended by Lease Amendment dated as of
August 15, 1988 (the "First Amendment" and together with the Agreement and the
Supplements, the "Lease"), all as more fully described on Annex I hereto,
pursuant to which Lessee is leasing from Lessor that certain commercial
passenger aircraft and aircraft engines identified on Annex II hereto (the
"Aircraft"); and
WHEREAS, Section 17 of the Lease grants Lessee an option to renew the
Lease on a year-to-year basis upon notice to Lessor; and
WHEREAS, Lessee has given due notice to Lessor, requesting that the
Lease be renewed for a Renewal Period of more than one year, and Lessor has
agreed to such longer Renewal Period; and
WHEREAS, Lessor and Lessee consequently desire to amend the Lease in
the respects, and only in the respects, hereinafter set forth.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Unless otherwise defined herein, all capitalized terms used in this
Amendment shall have the meanings ascribed to them in the Lease.
2. The Lease is hereby amended by deleting the definition of
"Expiration Date" in its entirety and inserting the following in lieu thereof:
"Expiration Date shall mean November 15, 1997."
3. Each of the parties hereto represents and warrants that it has
obtained all consents and approvals, including those of third parties and
governmental entities, required in connection with the execution, delivery and
performance of this Amendment.
4. This Amendment, together with the Agreement, the Supplements, the
First Amendment and all Annexes, Schedules and Exhibits hereto and thereto,
embodies the entire agreement and understanding between the parties hereto and
supersedes all prior agreements and understandings relating to the subject
matter hereof. On and after the date hereof, each reference in the Agreement to
"this Agreement", "hereunder", "hereof", "herein", or words of like import, and
each reference in any other agreement entered into in connection with the
Agreement to the "Lease" or "Lease Agreement", shall mean and be a reference to
the Agreement as amended hereby.
5. The amendment set forth above shall be limited precisely as written
and shall not be deemed to (i) be a consent to any waiver or modification of any
other terms and condition of the Agreement, the Supplements or the First
Amendment or any of the instruments or documents referred to therein or (ii)
except as expressly provided herein, prejudice any right or rights which Lessor
or Lessee may now have or may have in the future under or in connection with the
Agreement, the Supplements or the First Amendment or any of the instruments or
documents referred to in any of them. Except as hereby expressly amended, the
Agreement, the Supplements and the First Amendment are in all respects ratified
and confirmed and all terms and provisions thereof shall remain in full force
and effect.
6. This Amendment may be executed in any number of counterparts, all of
which together shall constitute one and the same agreement, and either of the
parties hereto may enter into this Amendment by executing such counterpart.
7. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Amendment
No. 2 to Lease Agreement I to be duly executed and delivered as of the day and
year first set forth above.
LESSOR:
FIRST SECURITY BANK,
NATIONAL ASSOCIATION, not in its
individual capacity but solely as
trustee under a Trust Agreement
dated as of August 1, 1988
By: /s/Xxxxx X. Xxxx
-----------------------
Name: Xxxxx X. Xxxx
Title: Vice President
LESSEE:
ALOHA AIRLINES, INC.
By: /s/Xxxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Sr. Vice President Finance &
Planning and CFO
By: /s/Xxxxx X. Xxxx
------------------------
Name: Xxxxx X. Xxxx
Title: Vice President Planning &
Development
Annex I to
Lease Amendment No. 2
Description of the Lease
Lease Agreement I dated as of August 1, 1988 between First Security
Bank, National Association (formerly known as First Security Bank of Utah,
National Association) trustee under Trust Agreement dated as of August 1, 1988,
as lessor, and Aloha Airlines, Inc., as lessee, which was recorded by the
Federal Aviation Administration on August 9, 1988 and assigned Conveyance No.
S79079, as supplemented and amended by the following described instruments:
Date of FAA FAA
Instrument Instrument Recording Date Conveyance No.
Lease Supplement
No. 1 08/05/88 08/09/88 S79079
Amendment No. 1 to as of
Lease Agreement 08/15/88 09/15/89 P87581
Lease Supplement
No. 2 03/05/93 03/19/93 U65527
Annex II to
Lease Amendment No. 2
Description of the Aircraft
One Boeing Model 737-297 aircraft which consists of the following components:
(a) Airframe: manufacturer's serial number 21739; FAA Registration No. N70723
(b) Engines: two (2) Xxxxx & Xxxxxxx Model JT8D-9A Engines; manufacturer's
serial numbers P687825B and 707357*; and
(c) Standard accessories and equipment and such other items fitted or installed
on the aircraft.
* Each engine listed has a horsepower rating of at lease 750 h.p. or the
equivalent thereof.
