CONFORMED COPY
--------------
LEASE SUPPLEMENT NO. 1 [N587ML]
-------------------------------
THIS LEASE SUPPLEMENT NO. 1 [N587ML] dated December 30, 1999 between
FLEET NATIONAL BANK, a national banking association established under the laws
of the United States of America, the Lessor, and MIDWAY AIRLINES CORPORATION, a
Delaware corporation, the Lessee;
W I T N E S S E T H :
WHEREAS, the Lessor and the Lessee have heretofore entered into that
certain Lease Agreement [N587ML], dated as of December 30, 1999 (the "Lease",
the terms defined therein being herein used with the same meaning), which Lease
provides, among other things, for the execution and delivery of Lease
Supplements in substantially the form hereof for the purpose of leasing a
specific Aircraft under the Lease when delivered by the Lessor to the Lessee in
accordance with the terms thereof;
WHEREAS, the Lease, a counterpart of which is attached hereto and made
a part hereof, relates to the Aircraft and Engines described in Schedule I
hereto and this Lease Supplement, together with such attachment, is being filed
for recordation on the date hereof with the FAA as one document;
NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, and pursuant to Section 2 of the Lease, the Lessor and
the Lessee hereby agree as follows:
1. The Lessor hereby delivers and leases to the Lessee, and the
Lessee hereby accepts and leases from the Lessor, under the Lease as herein
supplemented, the Aircraft, described in Schedule I hereto.
2. Lessee hereby acknowledges, agrees and certifies that the
Aircraft is in Lessee's possession, has been inspected by Lessee to its complete
satisfaction, has been found to be in good working order, repair and condition
(ordinary wear and tear excepted) and fully equipped to operate as required
under Applicable Law for its purpose, is of a size, design, capacity and
manufacture selected by Lessee, and is, as of the date set forth below,
unconditionally, irrevocably and fully accepted by Lessee for lease under the
Lease. Lessee hereby further reaffirms its acknowledgments and agreements in the
Lease.
3. Lessee hereby represents and warrants to Lessor that on the date
hereof:
(i) The representations and warranties of Lessee set forth in the
Supplemental Agreement and all certificates delivered in connection therewith
are true and correct in all material
respects (with the same force and effect as if the same had been made on this
date), or, to the extent that any such representation and warranty relates to an
earlier date, is true and correct in all material respects as of such earlier
date.
(ii) No Default or Event of Default under the Lease has occurred and
is continuing.
(iii) Lessee has obtained, and there are in full force and effect,
such insurance policies with respect to the Aircraft as are required to be
obtained under the terms of the Lease.
4. The Delivery Date is the date of this Lease Supplement set forth
in the opening paragraph hereof.
5. The Basic Term shall commence on the Delivery Date and continue
through June 30, 2016 (the "Expiration Date"), unless terminated earlier as
provided in the Lease.
6. Lessee hereby confirms to Lessor that Lessee has duly and
irrevocably accepted the Aircraft under and for all purposes hereof, of the
Lease and of the other Lessee Documents.
7. All of the terms and provisions of the Lease are hereby
incorporated by reference in this Lease Supplement to the same extent as if
fully set forth herein.
8. This Lease Supplement may be executed by the parties hereto in
separate counterparts and all such counterparts shall together constitute but
one and the same instrument. To the extent, if any, that this Lease Supplement
constitutes chattel paper (as such term is defined in the Uniform Commercial
Code as in effect in any applicable jurisdiction), no security interest in this
Lease Supplement or the Lease may be created through the transfer or possession
of any counterpart other than the original counterpart of each thereof marked
Counterpart No. 1.
9. THIS LEASE SUPPLEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK
AND SHALL IN ALL RESPECTS BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
* * *
IN WITNESS WHEREOF, the Lessor and the Lessee have each caused this
Lease Supplement to be duly executed by their authorized officers as of the day
and year first above written.
FLEET NATIONAL BANK,
as Lessor
By: /s/ Xxxxxx X. X'Xxxxx
---------------------
Name: Xxxxxx X. X'Xxxxx
Title: Banking Officer
MIDWAY AIRLINES CORPORATION,
as Lessee
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
General Counsel
SCHEDULE I
DESCRIPTION OF AIRFRAME AND ENGINES
-----------------------------------
AIRFRAME
Manufacturer's FAA Registration Manufacturer's
Manufacturer Model No. Serial No.
------------ -------------- ---------------- --------------
Bombardier Inc. CL-600-2B19 N587ML 7346
ENGINES
Manufacturer's Manufacturer's
Manufacturer Model Serial Nos.
------------ -------------- --------------
General Electric Company CF34-3B1 GE-E-872593
GE-E-872592
Each Engine is of 750 or more "rated take-off horsepower" or the
equivalent of such horsepower.
