EXHIBIT 99.E
AMENDMENT AGREEMENT
dated as of
June 30, 1999
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BETWEEN
U.S. BANK, NATIONAL ASSOCIATION,
f/k/a FIRST BANK, NATIONAL ASSOCIATION,
f/k/a FIRST NATIONAL BANK OF MINNEAPOLIS,
as Lessor and as Owner Trustee,
AND
WILTON AIRCRAFT CORPORATION,
successor in interest to
XXXXX AIR FREIGHT CORPORATION,
successor in interest to
XXXXX AIRCRAFT LEASING CORPORATION,
as Lessee
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One XxXxxxxxx Xxxxxxx DC-8-63 Aircraft
Re-engined as a XxXxxxxxx Xxxxxxx
DC-8-73 Aircraft
THIS AMENDMENT AGREEMENT, dated as of June 30, 1999, to the Lease Agreement
dated as of October 15, 1984 (as from time to time amended and supplemented and
in effect, the "Lease"), as supplemented by the Lease Supplement No. 1 dated
October 29, 1984 (the "Lease Supplement No. 1"), and the Lease Supplement No. 2
dated November 20, 1984 (the "Lease Supplement No. 2"), and as amended by the
Amendment Agreement dated as of November 1, 1984 (the "First Amendment"), and
the Amendment Agreement dated as of May 20, 1985 (the "Second Amendment"),
between U.S. BANK, NATIONAL ASSOCIATION, f/k/a FIRST BANK, NATIONAL ASSOCIATION,
f/k/a FIRST NATIONAL BANK OF MINNEAPOLIS, a national banking association, with a
place of business at 000 Xxxx Xxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx 00000, not in
its individual capacity, except as otherwise specifically set forth in the
Lease, but solely as Owner Trustee under the Trust Agreement referred to in
Section 1 of the Lease ("Lessor"), and Wilton Aircraft Corporation, a Delaware
corporation, with its principle place of business at Xxx Xxxxxx Xxxxx, Xxxxxxx
Xxxx, Xxxxxxxxxx 00000 ("Lessee"), successor in interest to Xxxxx Air Freight
Corporation ("EAFC"), a Delaware corporation, pursuant to the Assignment and
Assumption Agreement dated November 18, 1988 (the "Second Assignment
Agreement"), and EAFC as successor in interest to XXXXX AIRCRAFT LEASING
CORPORATION, a Delaware corporation ("EALC"), pursuant to the Assignment and
Assumption Agreement dated as of April 29, 1988 (the "First Assignment
Agreement");
W I T N E S S E T H :
WHEREAS, the Lease is in respect of the lease of one XxXxxxxxx Xxxxxxx
DC-8-63 Aircraft, re-engined as a XxXxxxxxx Xxxxxxx DC-8-73 Aircraft, having FAA
Registration No. N961R (the "Aircraft");
WHEREAS, the parties hereto, among others, have heretofore entered into a
Participation Agreement dated as of October 15, 1984 ("Participation
Agreement"), in respect of the purchase and re-engining of the Aircraft;
WHEREAS, the Lease, as supplemented by the Lease Supplement No. 1, was
filed for recordation with the Federal Aviation Administration (the "FAA") on
October 29, 1984, and was recorded on November 6, 1984, as Conveyance No.
N67534; the Lease Supplement No. 2 was filed for recordation with the FAA on
November 20, 1984, and was recorded on December 11, 1984, as Conveyance No.
H4373; the First Amendment was filed for recordation with the FAA on November
20, 1984, and was recorded on December 11, 1984, as Conveyance No. H43871; the
Second Amendment was filed for recordation with the FAA on July 26, 1985, as
Conveyance No. D74019; assigned by EALC to EAFC by the First Assignment
Agreement, recorded November 3, 1988, as Conveyance No. 249594; and as further
assigned by EAFC to Lessee by the Second Assignment Agreement, recorded February
24, 19898, as Conveyance No. R40821;
WHEREAS, the Lease expires on January 2, 2000;
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WHEREAS, Lessee has given Lessor irrevocable notice, by letter dated March
15, 1998, of its exercise of its option, pursuant to Section 5(c)(iii) of the
Lease, to extend the Term for an additional two and one-half year period, so
that the Expiry Date is not July 2, 2002 (and there remains one additional two
and one-half year extension option pursuant to such section); and
WHEREAS, Lessor and Lessee wish to amend the Lease to reflect the extension
and to make certain other changes to the Lease;
NOW THEREFORE, in consideration of the mutual premises contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. The first paragraph of Section 3(a) of the Lease shall be deleted in
its entirety and the following shall be substituted therefor:
(a) TERM AND BASIC RENT. The Term for the Aircraft or Equipment shall
include the Interim Term, the Basic Term and the Extended Term for
such Aircraft or Equipment. The Interim Term shall be the period
commencing on the date hereof and ending on January 1, 1985. The
Basic Term shall be the period commencing on January 2, 1985, and
ending on January 2, 2000. The Basic Term Commencement Date shall be
January 2, 1985. The Extended Term shall be the period commencing on
January 2, 2000, and ending on July 2, 2002. The Extended Term
Commencement Date shall be January 2, 2000. Lessee hereby agrees to
make payments to Lessor of Basic Rent for the Aircraft or Equipment
semiannually in arrears on each January 2 and July 2 throughout the
Term for such Aircraft or Equipment, in immediately available funds,
commencing on July 2, 1985, equal to, with respect to payments to be
paid through January 2, 1990, 5.023453 percent of the Lessor's Cost,
with respect to the payments to be paid from July 2, 1990, through
January 2, 2000, 6.129262 percent of Lessor's Cost, and with respect
to the payments to be paid from July 2, 2000, through July 2, 2002
US$566,084.45.
2. Section 3(e) of the Lease shall be deleted in its entirety and the
following shall be substituted therefor:
(e) PAYMENT TO LOAN TRUSTEE. All Rent shall be paid by Lessee to Lessor
at its office at First Bank Place East, Minneapolis, Minnesota, in
funds of the type specified in Section 3(a); PROVIDED that so long as
the Trust Indenture shall not have been discharged pursuant to
Section 11.01 thereof, Lessor hereby directs, and Lessee agrees, that
all Rent and the payment of interest referred to in the last
paragraph of Section 3(a) payable to Lessor shall be paid: (i)
through and including the payment due on January 2, 2000, directly to
the Loan Trustee at State Street Bank and Trust Company, Fourth
Floor, 000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000, Attn: Corporate Trust
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Department, and (ii) from and after (but not including) the payment
due on January 2, 2000, directly to Investors Asset Holding Company,
c/o Equis Financial Group, 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000. In each case payment shall be in funds of the type specified
in Section 3(a), and each payee may specify other payment
instructions for those payments due to it.
3. The following new Section 5(b)(iii) shall be added to the Lease:
(iii) Notwithstanding anything to the contrary in this Section, the parties
hereto hereby agree that in no event shall the purchase price of the
Aircraft at the expiration of any Extended Term be greater than one
hundred twenty percent (120%) or less than seventy-five percent (75%)
of the Stipulated Loss Value as at such date as shown on EXHIBIT C-1.
4. EXHIBIT C to the Lease Agreement shall be amended by adding the
attached EXHIBIT C-1 thereto, and all references to "Exhibit C" throughout the
Lease shall hereafter be deemed to refer to each of EXHIBIT C and EXHIBIT C-1.
5. This Amendment Agreement may be executed by the parties hereto in
separate counterparts, each of which when so delivered shall be an original, but
all such counterparts shall together constitute but one and the same instrument.
6. Capitalized terms used herein shall have the same meanings as those
assigned in the Lease or the Participation Agreement, except as otherwise
specifically provided herein.
7. This Amendment Agreement shall be delivered in the State of
Connecticut and shall in all respects be governed by, and construed in
accordance with, the laws of the State of Connecticut, including all matters of
construction, validity and performance.
8. Except as specifically amended or modified hereby, the Lease and all
related documents and instruments shall continue in full force and effect.
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement
to be duly executed by their respective officers thereunto duly authorized as of
the day and year first above written.
One Lagoon Drive WILTON AIRCRAFT CORPORATION
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
By: /s/ [ILLEGIBLE]
---------------------------------
Title: Vice President
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000 Xxxx Xxxxx Xxxxxx X.X. BANK, NATIONAL ASSOCIATION,
Xx. Xxxx, Xxxxxxxxx 00000 f/k/a FIRST BANK, NATIONAL
Attn: Corporate Finance Group ASSOCIATION, f/k/a FIRST NATIONAL
BANK OF MINNEAPOLIS, not in its
individual capacity, except as otherwise
set forth herein, but solely as Owner
Trustee
By: /s/ XXXXXXX XXXXXXXX
---------------------------------
Xxxxxxx Xxxxxxxx
Title: Trust Officer
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The undersigned General Electric Company, a limited guarantor pursuant to
that certain Limited Guarantee Agreement dated as of October 15, 1984 (the
"Limited Guarantee"), hereby consents to the foregoing and reaffirms that the
Limited Guarantee remains in full force and effect with respect to the Lease as
amended hereby.
GENERAL ELECTRIC COMPANY
By:
---------------------------------
Title:
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The undersigned Xxxxx Air Freight Corporation, a guarantor pursuant to
Section 17 of that certain Participation Agreement dated as of October 15, 1984,
as amended (the "Guarantee"), hereby consents to the foregoing and reaffirms
that the Guarantee remains in full force and effect with respect to the Lease as
amended hereby.
XXXXX AIR FREIGHT CORPORATION
By: /s/ [ILLEGIBLE]
---------------------------------
Title: Vice President
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The undersigned State Street Bank and Trust Company of Connecticut, N.A.,
successor in interest to State Street Bank and Trust Company, successor in
interest to The New Connecticut Bank and Trust Company, National Association,
successor in interest to The Connecticut Bank and Trust Company, National
Association, successor in interest to The Connecticut Bank and Trust Company,
National Association, in its capacity as Loan Trustee pursuant to that certain
Participation Agreement dated as of October 15, 1985, as amended (the
"Participation Agreement"), and not individually, hereby acknowledges and agrees
to the foregoing.
STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT, N.A.,
as Loan Trustee and not individually
By:
---------------------------------
Title:
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EXHIBIT C-1
to Lease Agreement
Xxxxx Aircraft Leasing Corporation
EXHIBIT C-1: Stipulated Loss Values
AFTER PAYMENT DUE ON: STIPULATED LOSS VALUE
02-Jan-00 $16,705,475.00
02-Jul-00 $16,252,425.13
02-Jan-01 $15,784,162.70
02-Jul-01 $15,299,230.32
02-Jan-02 $14,796,066.62
02-Jul-02 $14,272,998.39
02-Jan-03 $13,728,232.06
02-Jul-03 $13,159,844.65
02-Jan-04 $12,565,773.92
02-Jul-04 $11,943,807.86
02-Jan-05 $11,084,574.00
The Stipulated Loss Value for each date set forth in this EXHIBIT C-1 equals a
percentage of the Lessor's Cost for the Equipment subject to the Lease for
purposes hereof.
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