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Exhibit 10.9
ASSET PURCHASE AGREEMENT
dated as of
November 10, 1997
between
XXXXXX XXXXXXX
AIRCRAFT FINANCE
("MSAF")
and
INTERNATIONAL LEASE FINANCE CORPORATION
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TABLE OF CONTENTS
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ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions.....................................................1
ARTICLE 2
PURCHASE AND SALE
SECTION 2.01. Purchase and Sale...............................................7
SECTION 2.02. Assignment of Contracts and Rights..............................8
SECTION 2.03. Payment of Purchase Price.......................................8
SECTION 2.04. Inspection......................................................8
SECTION 2.05. Delivery........................................................8
SECTION 2.06. Purchase Price Adjustment.......................................9
SECTION 2.07. Payment of Adjustment of Purchase Price........................10
SECTION 2.08. Buyer Deposit..................................................11
SECTION 2.09. Manufacturer's Payments........................................12
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
SECTION 3.01. Corporate Existence and Power..................................12
SECTION 3.02. Corporate Authorization........................................12
SECTION 3.03. Governmental Authorization.....................................12
SECTION 3.04. Noncontravention...............................................13
SECTION 3.05. Required Consents..............................................13
SECTION 3.06. Data...........................................................13
SECTION 3.07. Absence of Certain Changes.....................................13
SECTION 3.08. No Undisclosed Material Liabilities............................13
SECTION 3.09. Contracts......................................................14
SECTION 3.10. Litigation.....................................................14
SECTION 3.11. Compliance with Laws and Court Orders..........................14
SECTION 3.12. SPC-5..........................................................14
SECTION 3.13. Aircraft and Leases............................................15
SECTION 3.14. Insurance Coverage.............................................17
SECTION 3.15. Licenses and Permits...........................................17
SECTION 3.16. Selling Documents..............................................18
SECTION 3.17. Finders'Fees...................................................18
SECTION 3.18. True Sale......................................................18
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER
SECTION 4.01. Existence and Power............................................18
SECTION 4.02. Authorization..................................................18
SECTION 4.03. Governmental Authorization.....................................19
SECTION 4.04. Noncontravention...............................................19
SECTION 4.05. Litigation.....................................................19
SECTION 4.06. Licenses and Permits...........................................19
SECTION 4.07. Finders'Fees...................................................19
SECTION 4.08. True Sale......................................................19
SECTION 4.09. Buyer Designees................................................19
ARTICLE 5
COVENANTS OF SELLER
SECTION 5.01. Conduct of the Business........................................20
SECTION 5.02. Access to Information; Confidentiality.........................20
SECTION 5.03. Notices of Certain Events......................................21
SECTION 5.04. Taxes and Other Costs..........................................22
SECTION 5.05. Maintenance Reserves...........................................22
SECTION 5.06. Certain Additional Aircraft and Rental Agreements..............22
ARTICLE 6
COVENANTS OF BUYER
SECTION 6.01. Confidentiality................................................22
ARTICLE 7
COVENANTS OF BUYER AND SELLER
SECTION 7.01. Best Efforts; Further Assurances...............................23
SECTION 7.02. Certain Filings................................................24
SECTION 7.03. Public Announcements...........................................24
SECTION 7.04. Substitute Aircraft............................................24
SECTION 7.05. Allocation of Purchase Price...................................25
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ARTICLE 8
TAX MATTERS
SECTION 8.01. Tax Definitions................................................25
SECTION 8.02. Tax Representations............................................26
SECTION 8.03. Seller Covenants...............................................27
SECTION 8.04. Tax Sharing....................................................28
SECTION 8.05. Cooperation on Tax Matters.....................................28
SECTION 8.06. Tax Indemnification............................................28
SECTION 8.07. Purchase Price Adjustment and Interest.........................30
ARTICLE 9
CONDITIONS
SECTION 9.01. Conditions to Obligations of Buyer and Seller..................30
SECTION 9.02. Conditions to Obligation of Buyer..............................31
SECTION 9.03. Conditions to Obligation of Seller.............................35
ARTICLE 10
SURVIVAL; INDEMNIFICATION
SECTION 10.01. Survival......................................................37
SECTION 10.02. Indemnification...............................................37
SECTION 10.03. Procedures....................................................38
ARTICLE 11
TERMINATION
SECTION 11.01. Grounds for Termination.......................................38
SECTION 11.02. Effect of Termination.........................................39
SECTION 11.03. Breakage Costs Upon Termination or Failure to Transfer
All Aircraft................................................39
ARTICLE 12
MISCELLANEOUS
SECTION 12.01. Warranties and Disclaimers....................................40
SECTION 12.02. Notices.......................................................41
SECTION 12.03. Amendments and Waivers........................................42
SECTION 12.04. Expenses......................................................43
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SECTION 12.05. Successors and Assigns........................................43
SECTION 12.06. Governing Law.................................................43
SECTION 12.07. Jurisdiction..................................................43
SECTION 12.08. WAIVER OF JURY TRIAL..........................................44
SECTION 12.09. Counterparts; Third Party Beneficiaries.......................44
SECTION 12.10. Entire Agreement..............................................44
SECTION 12.11. Bulk Sales Laws...............................................44
SECTION 12.12. Non Solicitation..............................................44
SECTION 12.13. Captions......................................................44
SCHEDULE 3.01...................................Seller Required Business Permits
SCHEDULE 3.03...............................Seller Required Governmental Actions
SCHEDULE 3.05..................................................Required Consents
SCHEDULE 3.08........................................................Liabilities
SCHEDULE 3.09..................................Purchased Asset Related Contracts
SCHEDULE 3.15....................................Purchased Asset Related Permits
SCHEDULE 4.03................................Buyer Required Governmental Actions
SCHEDULE 4.06.................................Buyer Required Transaction Permits
SCHEDULE 5.06..................Certain Additional Aircraft and Rental Agreements
SCHEDULE 8.02(a).................................................Tax Information
SCHEDULE 8.02(b)...............................................Tax Jurisdictions
EXHIBIT A................................................................... A-1
EXHIBIT A-1............................................................... A-1-1
EXHIBIT B................................................................... B-1
EXHIBIT C................................................................... C-1
EXHIBIT D................................................................... D-1
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ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT dated as of November 10, 1997 between XXXXXX
XXXXXXX AIRCRAFT FINANCE, a Delaware Business Trust ("Buyer"), and INTERNATIONAL
LEASE FINANCE CORPORATION, a California corporation ("Seller").
W I T N E S S E T H :
WHEREAS, Seller conducts a business which owns and leases commercial
aircraft;
WHEREAS, Buyer desires to purchase certain aircraft and related assets
(including all of the outstanding capital stock of one corporation) from Seller
and Seller desires to sell such assets to Buyer, upon the terms and subject to
the conditions hereinafter set forth;
The parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions
(a) The following terms, as used herein, have the following meanings:
"AIRCRAFT" means, either collectively or individually, as applicable,
the aircraft listed on Exhibit A-1, each with the manufacturer's serial number
as set forth on Exhibit A-1, including (i) the airframe, (ii) the Engines
(including the CF6-80C2-B6F spare engine MSN 704279 listed on Exhibit A-1) and
(iii) all appliances, parts, accessories, instruments, navigational and
communications equipment, furnishings, modules, components and other items of
equipment installed in or furnished with the Aircraft on the Delivery Date,
except that, with respect to Lessee Furnished Equipment, references herein to an
"Aircraft" shall be deemed to refer only to such interest in Lessee Furnished
Equipment as is held by the owner of the Aircraft therein under the applicable
Lease. References to the "Aircraft" shall, where the context requires, include
the Manuals and Technical Records.
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"AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control with
such other Person.
"ASSIGNMENT OF WARRANTIES" means, with respect to each Aircraft, the
assignment, reasonably satisfactory in form and substance to Buyer and Seller,
by Seller to Buyer or its designee of Seller's right, title and interest in and
to certain Manufacturer's warranties, with respect to such Aircraft, together
with the Manufacturer's consent to such assignment.
"CONTRACT" means any contract, agreement, lease, sublease, license,
commitment, sales or purchase order or other instrument binding upon Seller or
SPC-5.
"DATA" means the information set out in Exhibit A, including, without
limitation, the assumptions set forth therein regarding aircraft condition and
lease terms and the liabilities being transferred, such as unearned revenue,
accrued and unpaid taxes and deferred taxes and all contracts, instruments and
other documentation delivered from Seller to Buyer and returned by Buyer marked
"seen by Buyer".
"DELIVERY DATE" means, with respect to each Aircraft other than the
B767-300 Aircraft MSN 24798, the date on which Buyer obtains title to such
Aircraft and the related Purchased Assets in accordance with this Agreement and,
with respect to the X000-000 Xxxxxxxx XXX 00000, means the date upon which all
of the capital stock of SPC-5 (the "SPC-5 SHARES") is transferred to Buyer.
"DEPOSIT REBATE" means, with respect to each Aircraft, the amount
specified opposite such Aircraft on Exhibit A-1 as the "Buyer Deposit" plus
interest accrued from and including the date hereof to but excluding the
Delivery Date of such Aircraft at the rate of One Month LIBOR (compounded
daily).
"ENGINES" means, the spare engine listed on Exhibit A-1, and with
respect to each Aircraft, the engines leased with such Aircraft to the Lessee
under the applicable Lease, together with all equipment and accessories
belonging to, installed in or appurtenant to such engines or, with respect to
all Aircraft, all such engines together with such equipment and accessories.
"FIRST TRANCHE AIRCRAFT" means all Aircraft (and the spare engine) set
out on Exhibit A-1 other than the Second Tranche Aircraft.
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"INDEPENDENT REFEREE" shall be Xxxxxxx Xxxxx, or if Xxxxxxx Xxxxx is
unavailable or unwilling to act as the Independent Referee hereunder, a person
appointed by Xxxxxxx Xxxxx.
"INTERCOMPANY LEASES" means any aircraft or engine lease agreement
entered into either between Seller and one of its affiliates or between
affiliates of Seller.
"LEASE" means, with respect to each Aircraft, (A) the aircraft or
engine lease agreement relating to such Aircraft between Seller or its Affiliate
and the applicable Lessee, identified on Exhibit A, together with all
supplements and amendments thereto, pursuant to which such Aircraft is leased to
such Lessee or (B) the aircraft lease agreement relating to such Aircraft
between Seller and the applicable Lessee entered into subsequent to the date
hereof, together with all supplements and amendments thereto.
"LEASE DOCUMENTS" means, with respect to each Aircraft, the Lease and
all other agreements (including any side letters, assignment of warranties or
option agreements) delivered in connection with, or relating to, the Lease of
such Aircraft other than Intercompany Leases that will be terminated on the
Delivery Date of such Aircraft.
"LEASE NOVATION" means, with respect to each Aircraft, a lease novation
agreement, assignment agreement and lessee acknowledgment, assignment and
amendment agreement, or any other agreement or instrument reasonably
satisfactory in form and substance to Buyer and Seller to be entered into
between Seller (or the applicable lessor), Buyer (or its nominee) and the
applicable Lessee on or prior to the Delivery Date of such Aircraft and to be
effective upon such Delivery Date pursuant to which such Aircraft will be leased
by Buyer (or its nominee) directly or indirectly to the applicable Lessee and
the applicable Lease Documents will be novated with Buyer or its nominee as the
new lessor thereunder, subject to the rights of the Lessee with respect to
Seller (or the applicable lessor) for the period prior to the Delivery Date.
"LESSEE" means, with respect to each Aircraft, the lessee of such
Aircraft as identified on Exhibit A-1.
"LESSEE FURNISHED EQUIPMENT" means, with respect to each Aircraft, any
appliances, parts, accessories, instruments, navigational and communications
equipment, furnishings, modules, components and other items of equipment,
installed in or furnished with such Aircraft on the Delivery Date which in
accordance with the terms of the Lease for such Aircraft can be removed by the
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Lessee for such Aircraft and not be replaced with the same item of equal or
greater value or utility.
"LIEN" means, with respect to any property or asset, any mortgage, lien,
pledge, charge, security interest, encumbrance or other adverse claim of any
kind in respect of such property or asset. For the purposes of this Agreement, a
Person shall be deemed to own subject to a Lien any property or asset which it
has acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
relating to such property or asset.
"MAINTENANCE RESERVES" means, at the time of calculation, with respect
to each Aircraft, any cash maintenance accruals, maintenance funds or
maintenance reserves or the like or cash amounts defined as "Supplemental Rent"
or "Reserves" held by the lessor under the applicable Lease in relation to
airframes, Engines, auxiliary power units, or landing gear.
"MANUALS AND TECHNICAL RECORDS" means, with respect to each Aircraft,
all records, logs, technical data and manuals relating to the maintenance and
operation of such Aircraft (including all documents defined as "Aircraft
Documentation" under the Lease), which the Lessee with respect to such Aircraft
is required by the terms of the Lease therefor to return to the lessor
thereunder upon the expiration or termination of the term of such Lease.
"MANUFACTURER" means, with respect to each Aircraft, the manufacturer
of such Aircraft as specified in the relevant Lease Documents.
"ONE MONTH LIBOR" means the per annum London interbank offered rate for
one month U.S. dollar deposits as displayed on page "3750" on the Telerate
Monitor (or replacement service) at approximately 11:00 a.m. London time.
"PERSON" means an individual, corporation, partnership, limited
liability company, association, statutory business trust, common law trust or
other entity or organization, including a government or political subdivision or
an agency or instrumentality thereof.
"PORTFOLIO DELIVERY DEADLINE" means January 31, 1998.
"PROPERTY TAX" means, any personal property taxes, excise, use, value
added, recording, documentary, conveyancing and similar levies, charges and
fees, withholdings, imposts, levies, customs or other duties, together with any
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interest, penalty, addition to tax or additional amount imposed by a Taxing
Authority responsible for the imposition of such tax (domestic or foreign).
"PURCHASE PRICE" means, with respect to each Aircraft, the amount
specified opposite such Aircraft as the "Base Purchase Price" on Exhibit A-1.
LESS:
(i) the Deposit Rebate;
(ii) if such Aircraft is a First Tranche Aircraft, an amount
equal to the value of any amounts (including any rent, additional rent,
insurance premiums or other amounts) received by Seller in respect of
such Aircraft with respect to the period from and including the earlier
of (1) the Delivery Date and (2) December 12, 1997 (or December 19,
1997 if Seller confirms in writing to Buyer that it is prepared to
deliver such Aircraft on or prior to December 12, 1997 but such
Aircraft is located at the time of such confirmation in a jurisdiction
that local counsel has advised in writing possesses a possible Transfer
Tax risk if the Aircraft were to be delivered); and
(iii) if such Aircraft is a Second Tranche Aircraft, an amount
equal to the value of any amounts (including any rent, additional rent,
insurance premiums or other amounts) received by Seller in respect of
such Aircraft with respect to the period from and including the earlier
of (1) the Delivery Date and (2) January 9, 1998 (or January 16, 1998
if Seller confirms in writing to Buyer that it is prepared to deliver
such Aircraft on or prior to January 9, 1998 but such Aircraft is
located at the time of such confirmation in a jurisdiction that local
counsel has advised in writing possesses a possible Transfer Tax risk
if the Aircraft were to be delivered);
PLUS:
an amount equal to interest on the Base Purchase Price for
such Aircraft less the deductions specified in clauses (ii) and (iii)
above from and including December 12, 1997 in the case of First Tranche
Aircraft and January 9, 1998 in the case of Second Tranche Aircraft (in
each case as such dates may be extended pursuant to clauses (ii) or
(iii) above, respectively), to but excluding the Delivery Date at One
Month LIBOR compounded for each day in such period.
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For the avoidance of doubt, any Cash Maintenance Reserves held by Seller with
respect to any Aircraft on the Delivery Date of such Aircraft shall be for
Seller's account.
"SECOND TRANCHE AIRCRAFT" means the A310-300 Aircraft MSN
409(registration HB-IPH); the B737-4Q8 Aircraft MSN 24234 (registration N403KW)
and the B737-3Q8 Aircraft MSN 24299 (registration N956WP) set out in Exhibit
A-1.
"SECURITY DEPOSITS" means, at the time of calculation, with respect to
each Aircraft, all cash amounts, security deposits in the form of prepayments of
rent, letters of credit and guarantees paid by or issued on behalf of the Lessee
for the benefit of the lessor under the relevant Lease as security for
obligations of such Lessee under such Lease and related Lease Documents.
"SERVICING AGREEMENT" means the servicing agreement dated as of the
date hereof between Seller and Buyer.
"TAX" has the meaning set forth in Article 8.
"TRANSFER TAX" means all excise, sales, use, value added, stamp,
recording, documentary, conveyancing, franchise, property, transfer, gains or
similar taxes and fees, withholdings, imposts, levies, customs or other duties,
together with any penalties, fines, interest thereon or addition to tax or
additional amount imposed by a Taxing Authority responsible for the imposition
of such tax (domestic or foreign).
"TRUST AGREEMENT" means the trust agreement dated October 30, 1997
constituting Buyer.
(b) Each of the following terms is defined in the Section set forth
opposite such term:
TERM SECTION
Adjustment Cut-off Date 2.06(a)
Adjustment Report 2.06(a)
Buyer Deposit 2.08
Buyer Permits 4.06
Damage Related Adjustment 2.06(a)
Damages 10.02
Hedging Transaction 11.03
Indemnified Party 10.03
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TERM SECTION
Indemnifying Party 10.03
Minimum Transfer Condition 11.01(b)
Permits 3.15
Permitted Liens 3.13(a)
Purchased Assets 2.01
Required Consents 3.05
SPC-5 2.01
SPC-5 Delivery Date 8.01
SPC-5 Shares Definition of Delivery Date
Taxing Authority Definition of Tax
ARTICLE 2
PURCHASE AND SALE
SECTION 2.01. Purchase and Sale. Upon the terms and subject to the
conditions of this Agreement, Buyer agrees to purchase from Seller and Seller
agrees to sell, convey, transfer, assign and deliver, or cause to be sold,
conveyed, transferred, assigned and delivered, to Buyer or an entity designated
and wholly- owned by Buyer, free and clear of all Liens, other than Permitted
Liens, all of Seller's right, title and interest in, to and under each of the
Aircraft on an "AS IS, WHERE IS" basis, the Lease Documents, the Maintenance
Reserves, all of the capital stock of Aircraft SPC-5, Inc., a California
corporation ("SPC-5") and, subject to Section 5.06 of the Servicing Agreement,
the Security Deposits (together, the "PURCHASED ASSETS"), and including, without
limitation, all right, title and interest of Seller in, to and under:
(a) all of Seller's rights against third parties relating to
the Purchased Assets, including, without limitation, rights under
manufacturers' and vendors' warranties and service life policies;
(b) all transferable licenses, permits or other governmental
authorization affecting, or relating solely to, each Purchased Asset,
including without limitation the items listed on Schedule 3.15; and
(c) all Manuals and Technical Records.
SECTION 2.02. Assignment of Contracts and Rights. Anything in this
Agreement to the contrary notwithstanding, this Agreement shall not constitute
an agreement to assign any Purchased Asset or any claim or right or any benefit
arising thereunder or resulting therefrom if such assignment, without the
consent
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of a third party thereto, would constitute a breach or other contravention of
such Purchased Asset or in any way adversely affect the rights of Buyer or
Seller thereunder. Seller and Buyer agree that they shall enter into a Lease
Novation with respect to each Aircraft (other than the B767-300 Aircraft MSN
24798 and the A310-300 Aircraft MSN 437) with the applicable Lessee.
SECTION 2.03. Payment of Purchase Price. On each Delivery Date with
respect to each Aircraft, the Purchase Price for such Aircraft and any other
sums payable by either party hereunder shall be paid in cash by wire transfer to
such bank account as the party receiving such sum may designate in writing at
least three business days prior to the date of payment without deduction for
withholding or value added taxes. All payments hereunder shall be made in U.S.
dollars by 2:00 p.m. (Eastern Standard Time) and in immediately available funds
so that the recipient receives credit in New York for the full amount of such
payment on the due date. The Purchase Price shall be subject to adjustment as
provided in Section 2.06.
SECTION 2.04. Inspection. Prior to the applicable Delivery Date
therefor, Buyer or its designee shall be given an opportunity to inspect each
Aircraft (including the Manuals and Technical Records therefor), such inspection
to be at Buyer's expense. Seller shall provide all reasonable assistance
necessary to enable Buyer or its designee to complete such inspection promptly.
Buyer acknowledges that such inspection shall take place at a time and location
and in such a manner as shall not disrupt the operation of such Aircraft by the
applicable Lessee.
Buyer shall indemnify and hold harmless Seller from and against any and
all Damages arising by reason of death or injury to any person employed, engaged
by or acting on behalf of Buyer, arising out of inspection of any Aircraft
conducted pursuant to the provisions of this Section except to the extent such
Damages relate to the willful misconduct of Seller.
SECTION 2.05. Delivery. Seller shall deliver (i) its executed xxxx of
sale to Buyer or its designee with respect to each of the Aircraft (other than
the B767-300 Aircraft MSN 24798) and (ii) all of the SPC-5 Shares and stock
certificates evidencing the SPC-5 Shares duly endorsed in blank, or accompanied
by stock powers duly executed in blank in form satisfactory to Buyer. In
addition, on or prior to the applicable Delivery Date of each Aircraft, Seller
shall execute a Lease Novation with respect to each Aircraft (and, if relevant,
a purchase option novation agreement) (other than the B767-300 Aircraft MSN
24798 and the A310-300 Aircraft MSN 437) and shall transfer and deliver to Buyer
the Lease Documents, the Maintenance Reserves, and, subject to Section 5.06 of
the Servicing Agreement, the Security Deposits related to such Aircraft. At each
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Delivery Date each Aircraft shall be in the possession of the applicable Lessee
pursuant to the relevant Lease Novation or Lease (or shall be in the possession
of a sublessee or located at an aircraft maintenance facility, in each case as
permitted under the Lease, Lease Documents or Lease Novation) and, in any case,
Seller shall have no obligation physically to deliver such Aircraft to Buyer or
its designee.
SECTION 2.06. Purchase Price Adjustment. (a) If any of the Data with
respect to any Aircraft are materially incorrect or incomplete in any respect on
the relevant Delivery Date (except for any normal wear and tear to the Aircraft
from the date hereof to such Delivery Date), Buyer and Seller agree to adjust
the Purchase Price for the relevant Aircraft upwards or downwards, as the case
may be. Buyer's rights to a downward adjustment in the Purchase Price for any
Aircraft shall be without prejudice to its right to reject any Aircraft pursuant
to Section 7.04. As promptly as practicable after each Delivery Date, and in any
case no later than 30 days after the last Delivery Date (the "ADJUSTMENT CUT-OFF
DATE"), Buyer may cause to be prepared and delivered to Seller an adjustment
report substantially in the form attached hereto as Exhibit B (the "ADJUSTMENT
REPORT") setting forth Buyer's calculation of any Purchase Price adjustment for
the relevant Aircraft. If the material inaccuracy or omission in the Data for
any Aircraft relates to any damage, destruction or other casualty of such
Aircraft or part thereof which has been repaired to Buyer's reasonable
satisfaction prior to final determination of the aggregate Purchase Price
adjustment pursuant to Section 2.06(a) or (c), then the portion of the downward
adjustment in the Purchase Price for such Aircraft that is related to such
damage (the "DAMAGE RELATED ADJUSTMENT") shall be reduced by an amount equal to
the amount, if positive, of the Damage Related Adjustment less any expense or
loss incurred by Buyer in connection with such repair or damage.
(b) If Seller disagrees with Buyer's calculation of any Purchase Price
adjustment delivered pursuant to Section 2.06(a), Seller may, within 30 days
after delivery of the relevant Adjustment Report, deliver a notice to Buyer
disagreeing with such calculation and setting forth Seller's calculation of such
amount (including any adjustments in Seller's favor which are not set forth in
Buyer's Adjustment Report). Any such notice of disagreement shall specify those
items or amounts as to which Seller disagrees, and Seller shall be deemed to
have agreed with all other items and amounts contained in the Adjustment Report.
(c) If any notices of disagreement shall be duly delivered pursuant to
Section 2.06(b), Buyer and Seller shall, during the 15 days following the date
of delivery of such notice of disagreement, use their best efforts to reach
agreement on all disputed items or amounts in order to determine a mutually
acceptable adjustment to the Purchase Price. If during such period Buyer and
Seller are
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unable to reach such agreement, they shall promptly thereafter cause the
Independent Referee promptly to review this Agreement, the Data and the disputed
items or amounts for the purpose of calculating the adjustment to the Purchase
Price. The Independent Referee is authorized to engage third party experts as
necessary to aid in such review, the identity and necessity of which shall be
agreed by Seller and Buyer. In making such calculation, the Independent Referee
shall consider only those items or amounts as to which Seller has disagreed or
which Seller has presented as an adjustment in Seller's favor and as to which
Buyer has disagreed. The Independent Referee shall deliver to Buyer and Seller,
as promptly as practicable, a report setting forth its calculation of the
adjustment to the Purchase Price of the relevant Aircraft. Such report shall be
final and binding upon Buyer and Seller. The cost of such review and report (and
any experts) shall be borne equally by Buyer and Seller.
(d) Buyer and Seller agree that they will, and agree to cause their
respective independent accountants and technical staff or consultants to,
cooperate and assist in the preparation of any adjustment to the Purchase Price,
including without limitation, the making available to the extent necessary of
books related to the Purchased Assets, records related to the Purchased Assets,
work papers related to the Purchased Assets and personnel.
SECTION 2.07. Payment of Adjustment of Purchase Price. (a) Seller shall
pay to Buyer or Buyer shall pay to Seller, as an adjustment to the Purchase
Price for all of the Aircraft, in the manner and with interest as provided in
Section 2.07(b), either (i) the aggregate net amount resulting from Buyer's
Adjustment Reports delivered pursuant to Section 2.06(a) if no notices of
disagreement with respect thereto are duly delivered pursuant to Section
2.06(b); or (ii) if any such notices of disagreement are delivered, the
aggregate net amount resulting from non-disputed Adjustment Reports and, with
respect to any disputed Adjustment Reports, (A) the adjustment amounts therefor
ultimately agreed by Buyer and Seller pursuant to Section 2.06(c) or (B) in the
absence of such agreement, the adjustment amounts for such disputed Adjustment
Reports ultimately reported in the Independent Referee's calculation delivered
pursuant to Section 2.06(c); provided no party shall be obligated to pay any
adjustment amount unless (i) the aggregate amount for which such party is liable
exceeds $500,000 (in which case such party shall pay the total aggregate
adjustment amount) or (ii) the aggregate adjustment amount for which such party
is liable is $500,000 or less, but the adjustment amount for any individual
Aircraft exceeds $100,000, (in which case such party shall pay the total
adjustment amount for each such individual Aircraft) and provided further that,
the determination of the aggregate and individual Aircraft adjustment amounts
for which Seller is liable shall be unaffected by any subsequent reimbursement
of a portion of such amounts from Buyer to Seller pursuant to Section 2.07(c)
below. If less than all of the Aircraft are transferred by
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the Portfolio Delivery Deadline but the Minimum Transfer Condition is satisfied
or waived in writing by Buyer, then the $500,000 amounts referred to in the
preceding sentence shall be reduced to an amount equal to the product of
$500,000 and a fraction, the denominator of which is the aggregate Base Price of
all the Aircraft and the numerator of which is the aggregate Base Price of the
Aircraft transferred by the Portfolio Delivery Deadline.
(b) Any payment pursuant to Section 2.07(a) shall be made at a mutually
convenient time and place within 10 days after the aggregate adjusted Purchase
Price has been finally determined by delivery by Buyer or Seller, as the case
may be, of a certified or official bank check payable in immediately available
funds to the other party or by causing such payments to be credited or wire
transferred to such account of such other party as may be designated by such
other party. The amount of any payment to be made pursuant to this Section 2.07
shall bear interest from and including the relevant Delivery Date to but
excluding the date of payment at a rate equal to One Month LIBOR.
(c) If all or any portion of a downward adjustment amount paid pursuant
to Section 2.07(b) relates to any damage, destruction or other casualty of an
Aircraft or part thereof which is repaired or otherwise compensated for to
Buyer's reasonable satisfaction following final determination of the aggregate
adjustment amount pursuant to Section 2.06 but prior to the redelivery of such
Aircraft under the applicable Lease, then Buyer shall reimburse to Seller the
amount, if positive, of the Damage Related Adjustment less any expense or loss
incurred by Buyer in connection with such repair or damage (with interest at a
rate equal to One Month LIBOR from and including the date of payment pursuant to
Section 2.07(b) above to but excluding the date of reimbursement).
SECTION 2.08. Buyer Deposit. Immediately following execution of this
Agreement, Buyer shall deposit with Seller with respect to each Aircraft cash in
an amount equal to the "Buyer Deposit" amount specified opposite each Aircraft
on Exhibit A-1. If any Aircraft shall not be delivered to Buyer by the Portfolio
Delivery Deadline as a direct or indirect result of Buyer's failure to perform
its obligations under this Agreement, Buyer shall forfeit the applicable Buyer
Deposit to Seller. If any Aircraft shall not be delivered to Buyer by the
Portfolio Delivery Deadline for any reason other than as a direct or indirect
result of Buyer's failure to perform its obligations under this Agreement,
Seller shall repay promptly the applicable Buyer Deposit to Buyer plus interest
accrued on such Buyer Deposit (at the rate of One Month LIBOR (compounded daily)
from and including the date hereof to but excluding the date of repayment).
SECTION 2.09. Manufacturer's Payments. Buyer shall be entitled to
receive amounts equal to the Manufacturer Payments set forth opposite certain of
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the Aircraft on Exhibit A-1 on the relevant Delivery Date. Any additional
payments by Manufacturers in respect of any Aircraft in excess of the amount set
forth for such Aircraft on Exhibit A-1 shall be for the benefit of Seller.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer as of the date hereof and as of
each Delivery Date (except that the representation and warranties made as of
each Delivery Date with respect to Purchased Assets shall not apply to Purchased
Assets that have previously been delivered to and accepted by Buyer) that:
SECTION 3.01. Corporate Existence and Power. Each of Seller and SPC-5
is a corporation duly incorporated, validly existing and in good standing under
the laws of its jurisdiction of incorporation and has all corporate powers and
all governmental licenses, authorizations, permits, consents and approvals
required to carry on its business as now conducted other than (i) such licenses,
authorizations, permits, consents and approvals, the absence of which would not
have a material adverse effect on any Aircraft and (ii) such matters as are set
forth on Schedule 3.01 hereto. Seller has heretofore delivered to Buyer true and
complete copies of the certificate of incorporation and bylaws of Seller and
SPC-5 as currently in effect.
SECTION 3.02. Corporate Authorization. The execution, delivery and
performance by Seller of this Agreement and the consummation of the transactions
contemplated hereby are within Seller's corporate powers and have been duly
authorized by all necessary corporate action on the part of Seller. This
Agreement constitutes a valid and binding agreement of Seller.
SECTION 3.03. Governmental Authorization. The execution, delivery and
performance by Seller of this Agreement and the consummation of the transactions
contemplated hereby require no action by or in respect of, or filing with, any
governmental body, agency or official other than compliance with the matters set
forth on Schedule 3.03 hereto.
SECTION 3.04. Noncontravention. The execution, delivery and performance
by Seller of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate the certificate of
incorporation or bylaws of Seller or SPC-5, (ii) assuming compliance with the
matters referred to in Section 3.03, violate any applicable law, rule,
regulation,
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judgment, injunction, order or decree, (iii) assuming the obtaining of all
Required Consents, constitute a default under or give rise to any right of
termination, cancellation or acceleration of any right or obligation of Buyer or
to a loss of any benefit relating to the Purchased Assets to which Seller or
SPC-5 is entitled under any provision of any agreement or other instrument
binding upon Seller or SPC-5 or by which any of the Purchased Assets is or may
be bound or (iv) result in the creation or imposition of any Lien on any
Purchased Asset, other than Permitted Liens.
SECTION 3.05. Required Consents. Schedule 3.05 sets forth each Contract
and Permit requiring a consent or other action by any Person as a result of the
execution, delivery and performance of this Agreement (the "REQUIRED CONSENTS").
SECTION 3.06. Data. The Data and related information heretofore
delivered to Buyer is accurate and complete as of the date of this Agreement and
correctly describes the Purchased Assets as of the date of this Agreement.
SECTION 3.07. Absence of Certain Changes. Since the date of this
Agreement, the management of the Purchased Assets has been conducted in the
ordinary course consistent with past practices and there has not been any event,
occurrence, development or state of circumstances or facts which has had or is
reasonably likely to have a material adverse effect on SPC-5, the physical
condition of the Aircraft, the terms of any Lease or other Lease Documents or
the terms of any Non-Cash Security Deposits and there are no developments
affecting SPC-5 or any of the Aircraft or Lessees, individually or taken
together, that are pending or, to the knowledge of Seller threatened, which are
reasonably likely to detract materially from the value of the Aircraft,
interfere materially with any present or intended use of the Aircraft or affect
materially and adversely the prospects or marketability of such Aircraft.
SECTION 3.08. No Undisclosed Material Liabilities. There are no
liabilities related to a Purchased Asset of any kind whatsoever, whether
accrued, contingent, absolute, determined, determinable or otherwise, and there
is no existing condition, situation or set of circumstances which could
reasonably be expected to result in such a liability, other than:
(a) the Lease Documents and any liabilities and
obligations arising thereunder with respect to any period following
the Delivery Date;
(b) liabilities disclosed on Schedule 3.08; and
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(c) other undisclosed liabilities which, individually or
in the aggregate, are not material.
SECTION 3.09. Contracts. (a) Except for the Contracts disclosed in
Schedule 3.09, and contracts or agreements relating to the transfer of each
Aircraft on the applicable Delivery Date which have been disclosed to and
approved by Buyer, neither Seller nor SPC-5 is a party to or bound by any oral
or written agreements or waivers relating to the Purchased Assets. Seller has
delivered to Buyer true and complete copies of (i) the portions of the Contracts
disclosed in Schedule 3.09 that relate to the Purchased Assets and (ii) the
Contracts and agreements otherwise disclosed to and approved by Buyer to the
extent they relate to the Purchased Assets.
(b) Each Contract disclosed in any Schedule to this Agreement or
required to be disclosed pursuant to this Section is a valid and binding
agreement of Seller or SPC-5, as applicable (except as disclosed in such
Schedule), and is in full force and effect, and none of Seller, SPC-5 or, to the
knowledge of Seller, any other party thereto is in default or breach in any
material respect under the terms of any such Contract, and, to the knowledge of
Seller, no event or circumstance has occurred that, with notice or lapse of time
or both, would constitute any event of default thereunder.
SECTION 3.10. Litigation. There is no action, suit, investigation or
proceeding pending, or, to the knowledge of Seller, threatened against or
affecting, any Purchased Asset before any court or arbitrator or any
governmental body, agency or official or which in any manner challenges or seeks
to prevent, enjoin, alter or materially delay the transactions contemplated by
this Agreement.
SECTION 3.11. Compliance with Laws and Court Orders. Neither Seller nor
SPC-5 is in violation of, has violated, nor has been given notice of any
violation of, nor to the knowledge of Seller is under investigation with respect
to nor to the knowledge of Seller has been threatened to be charged with any
violation of, any law, rule, regulation, judgment, injunction, order or decree
applicable to the Purchased Assets.
SECTION 3.12. SPC-5. (a) SPC-5 was incorporated on August 8, 1997. As
of the SPC-5 Delivery Date, the only assets of SPC-5 will be (and since its
incorporation the only assets of SPC-5 will have been) the B767-300 Aircraft MSN
24798 and the related Lease. There are no liabilities of whatever kind related
to SPC-5 that will not be fully discharged on the SPC-5 Delivery Date other than
liabilities specified in subsections (a), (b) and (c) of Section 3.08. SPC-5 has
never had any employees. The sale of the SPC-5 Shares pursuant to the terms and
conditions of this Agreement shall constitute a full and final transfer of
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the legal and beneficial ownership of the right, title and interest in the SPC-5
Shares free and clear of all Liens, except for Liens which do not materially
detract from the value of the X000-000 Xxxxxxxx XXX 00000, and after the SPC-5
Delivery Date, Seller shall retain no right, title or interest therein.
(b) The authorized capital stock of SPC-5 consists of 1,000 shares of
common stock. As of the date hereof, 100 shares of common stock are issued and
outstanding, all of which are validly issued, fully paid and nonassessable. None
of the issued and outstanding shares of common stock was issued in violation of
any preemptive rights. There are no options, warrants, convertible securities or
other rights, agreements, arrangements or commitments of any character relating
to the capital stock of SPC-5 or obligating Seller or SPC-5 to issue or sell any
shares of capital stock of, or any other interest in, SPC-5. There are no
outstanding contractual obligations of SPC-5 to repurchase, redeem or otherwise
acquire any shares of common stock. The SPC-5 Shares constitute all the issued
and outstanding capital stock of SPC-5 and are owned of record and beneficially
solely by Seller free and clear of all Liens, except for Liens which do not
detract materially from the value of the B767-300 Aircraft MSN 24798. On the
SPC-5 Delivery Date, the SPC-5 Shares will be fully paid, nonassessable and will
be legally and beneficially owned by Buyer free and clear of all Liens other
than Liens which do not materially detract from the value of the B767-300
Aircraft MSN 24798. There are no voting trusts, stockholder agreements, proxies
or other agreements or understandings in effect with respect to the voting or
transfer of any of the SPC-5 Shares.
(c) The stock register of SPC-5 accurately records: (i) the name and
address of each Person owning shares of capital stock of SPC-5 and (ii) the
certificate number of each certificate evidencing shares of capital stock issued
by SPC-5, the number of shares evidenced by each such certificate, the date of
issuance thereof and, in the case of cancellation, the date of cancellation.
SECTION 3.13. Aircraft and Leases. (a)(i) Each of Seller and, with
respect to the B767-300 Aircraft MSN 24798, SPC-5, is the sole legal and
beneficial owner of the applicable Aircraft and (ii) each of Seller and, with
respect to the B767-300 Aircraft MSN 24798, SPC-5, is the sole legal and
beneficial owner of the lessor's interest under the applicable Lease Documents,
which Aircraft and which Lease Documents are free and clear of all Liens other
than (a) the rights conferred by the Lease Documents; (b) any Liens for which
the applicable Lessee is responsible or for which it is to indemnify the lessor
under the terms of the relevant Lease; (c) any Liens which are "permitted liens"
under the applicable Lease other than a Lien created by Seller or SPC-5; or (d)
Liens which do not materially detract from the value of such Aircraft, or
materially interfere with any present or intended use of such Aircraft
(collectively, the
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"PERMITTED LIENS") and upon consummation of the transactions contemplated
hereby, Buyer will have directly or indirectly, as applicable, acquired good and
marketable title in and to each of the Aircraft, free and clear of all Liens,
except for Permitted Liens;
(b) no Event of Default (as defined in the applicable Lease) has
occurred and is continuing under any Lease, provided that with respect to Events
of Default that are violations of "non-discrimination" or similar provisions of
any Lease that affect the average of three independently appraised "base values"
of the Aircraft, this representation shall only be made to the extent of
Seller's knowledge; no payment failure or failure to maintain insurance has
occurred which with the giving of notice or passage of time or both would become
an Event of Default (as so defined) under any Lease; and, to the knowledge of
Seller, no other event which with the giving of notice or passage of time or
both would become an Event of Default (as so defined) under such Lease has
occurred;
(c) there are no outstanding airworthiness directives or similar
demands from any governmental, semi-governmental or public authority or
instrumentality or any other Person having authority in respect of the
applicable Aircraft being delivered on the Delivery Date (not including
manufacturer's service bulletins or similar notices or demands) requiring any
mandatory work or other mandatory action to be taken or the mandatory
expenditure of any money in respect thereof (except those which the Manufacturer
or the Lessee have agreed in writing to perform entirely at such Person's
expense or those with respect to which Seller or Lessee have obtained waivers or
extensions or deferrals of the time by which the work is required to be
performed, the action is required to be taken or the expenditure is required to
be incurred) and that have not been complied with by Seller and, to the best of
Seller's knowledge, by the Lessee, as applicable;
(d) all liabilities for taxes and other governmental,
quasi-governmental and other charges with regard to the Aircraft which are due
for payment (whether or not indemnified by the applicable Lessee) have been paid
or will be paid prior to the applicable Delivery Date;
(e) (i) there are no claims known to Seller which can be asserted by
any Lessee against Seller, SPC-5 or the applicable Aircraft arising out of the
applicable Lease Documents, (ii) the Lease Documents are in full force and
effect in accordance with the terms thereof, (iii) from the date of this
Agreement there have been no waivers of Seller's or SPC-5's rights in effect
under such Lease Documents except as contemplated by the applicable Lease
Novation or otherwise disclosed in writing to and agreed to by Buyer in writing
nor has Seller or SPC-5 increased any of their respective obligations under such
Lease Documents without the written consent of Buyer and (iv) other than as set
forth in such Lease
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Novation, neither Seller nor the applicable lessor (other than SPC-5) has any
continuing obligations to Lessee with respect to such Aircraft and such Lessee
has no continuing obligations to Seller or any Subsidiary thereof (excluding,
for this purpose, SPC-5) or the applicable lessor (excluding, for this purpose,
SPC-5) with respect to such Aircraft;
(f) to Seller's knowledge, no unrepaired damage, destruction or other
casualty loss or, to the best of Seller's knowledge, an event which with the
passage of time would result in unrepaired damage, destruction or casualty loss,
has occurred in respect of any Aircraft; and
(g) there are no options to purchase any Aircraft, or extend or
terminate any Leases, which have been exercised by the relevant Lessee and not
notified in writing to Buyer.
SECTION 3.14. Insurance Coverage. There is no claim by Seller or SPC-5
pending under any of the insurance policies or bonds relating to the Aircraft as
to which coverage has been questioned, denied or disputed by the underwriters of
such policies or bonds or in respect of which such underwriters have reserved
their rights. All premiums due and payable under all such policies and bonds
have been paid and each of Seller and SPC-5 has otherwise complied fully with
the terms and conditions of all such policies and bonds. Seller does not know of
any threatened termination of, premium increase with respect to, or material
alteration of coverage under, any of such policies or bonds.
SECTION 3.15. Licenses and Permits. Schedule 3.15 correctly describes
each license and certificate directly related to the ownership of the Purchased
Assets (the "PERMITS") together with the name of the government agency or entity
issuing such Permit. Except as set forth on Schedule 3.15, (i) the Permits are
valid and in full force and effect, (ii) neither Seller nor SPC-5 is in default,
and no condition exists that with notice or lapse of time or both would
constitute a default, under the Permits and (iii) none of the Permits will be
terminated or impaired or become terminable, in whole or in part, as a result of
the transactions contemplated hereby. Upon consummation of such transactions,
Buyer will, assuming the related Required Consents have been obtained prior to
the relevant Delivery Date, have all of Seller's right, title and interest in
all of the Permits held by Seller except to the extent disclosed on Schedule
3.15 hereto, in which case Buyer shall be entitled to the benefit of the Permits
disclosed on Schedule 3.15 hereto through the arrangements established by Buyer
and Seller with respect thereto.
SECTION 3.16. Selling Documents. None of the documents or information
delivered to Buyer in connection with the transactions contemplated by this
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Agreement, including, without limitation, the Data, contains any untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements contained therein not misleading. The maintenance
projections relating to the Aircraft delivered to Buyer and the sales price
projections of $15 million for each of two A310-300 Aircraft (MSN 409 and 410)
are made in good faith and are based upon reasonable assumptions, and Seller is
not aware of any fact or set of circumstances that would lead it to believe that
such projections are incorrect or misleading in any material respect on the date
of this Agreement.
SECTION 3.17. Finders' Fees. There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act
on behalf of Seller who might be entitled to any fee or commission in connection
with the transactions contemplated by this Agreement.
SECTION 3.18. True Sale. The transfer of the rights, title and interest
in and to the Purchased Assets pursuant to the terms hereof constitutes a
transaction in the ordinary course of business of Seller and Seller intends that
such transfer of such rights, title and interest shall constitute a true sale
thereof.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as of the date hereof and as of
each Delivery Date that:
SECTION 4.01. Existence and Power. Buyer is a statutory trust duly
formed, validly existing and in good standing under the laws of Delaware and has
all necessary powers and all material governmental licenses, authorizations,
permits, consents and approvals required to carry on its activities as now
conducted.
SECTION 4.02. Authorization. The execution, delivery and performance by
Buyer of this Agreement and the consummation of the transactions contemplated
hereby are within the powers of Buyer and have been duly authorized by all
necessary action on the part of Buyer. This Agreement constitutes a valid and
binding agreement of Buyer.
SECTION 4.03. Governmental Authorization. The execution, delivery and
performance by Buyer of this Agreement and the consummation of the transactions
contemplated hereby require no material action by or in respect of, or
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material filing with, any governmental body, agency or official other than
compliance with the matters set forth on Schedule 4.03 hereto.
SECTION 4.04. Noncontravention. The execution, delivery and performance
by Buyer of this Agreement and the consummation of the transactions contemplated
hereby do not and will not (i) violate the Trust Agreement or (ii) assuming
compliance with the matters referred to in Section 4.03, violate any applicable
material law, rule, regulation, judgment, injunction, order or decree.
SECTION 4.05. Litigation. There is no action, suit, investigation or
proceeding pending against, or to the knowledge of Buyer threatened against or
affecting, Buyer before any court or arbitrator or any governmental body, agency
or official which in any manner challenges or seeks to prevent, enjoin, alter or
materially delay the transactions contemplated by this Agreement.
SECTION 4.06. Licenses and Permits. Except as set forth on Schedule
4.06 as of the Delivery Date of the applicable Aircraft, (i) each license or
certificate directly related to the ownership of the Purchased Assets (the
"Buyer Permits") is valid and in full force and effect and (ii) Buyer is not in
default, and no condition exists that with notice or lapse of time or both would
constitute a default, under the Buyer Permits.
SECTION 4.07. Finders' Fees. There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act
on behalf of Buyer who might be entitled to any fee or commission from Seller or
any of its Affiliates upon consummation of the transactions contemplated by this
Agreement.
SECTION 4.08. True Sale. The transfer of the rights, title and interest
in and to the Purchased Assets pursuant to the terms hereof constitutes a
transaction in the ordinary course of business of Buyer, and Buyer intends that
such transfer of such rights, title and interest shall constitute a true sale
thereof.
SECTION 4.09. Buyer Designees. Any entity that Buyer shall designate to
purchase and take delivery of a Purchased Asset shall, as of the applicable
Delivery Date, be deemed to make representations and warranties to Seller to the
same effect as those made by Buyer pursuant to Sections 4.01-4.08 hereof
relating to those matters applicable to such designated purchaser.
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ARTICLE 5
COVENANTS OF SELLER
Seller agrees that:
SECTION 5.01. Conduct of the Business. From the date hereof until the
respective Delivery Date, Seller shall manage the Purchased Assets in the
ordinary course of its business consistent with past practice. Without limiting
the generality of the foregoing, from the date hereof, Seller will not take or
agree or commit to take any action that would make any representation or
warranty of Seller hereunder inaccurate in any respect at, or as of any time
prior to, each Delivery Date or omit or agree or commit to omit to take any
action necessary to prevent any such representation or warranty from being
inaccurate in any respect at any such time.
SECTION 5.02. Access to Information; Confidentiality. (a) From the date
hereof until the last Delivery Date, Seller will (i) give Buyer, its counsel,
financial advisors, auditors and other authorized representatives full access to
the extent related to the Purchased Assets to the offices, properties, books and
records of Seller relating to the Purchased Assets, (ii) furnish to Buyer, its
counsel, financial advisors, auditors and other authorized representatives such
financial and operating data and other information relating to the Purchased
Assets as such Persons may reasonably request and (iii) instruct the employees,
counsel, accountants and financial advisors of Seller to cooperate with Buyer in
its investigation of the Purchased Assets and its securitization of the
Purchased Assets. Any investigation pursuant to this Section shall be conducted
in such manner as not to interfere with the conduct of the business of Seller.
Notwithstanding the foregoing, Buyer shall not have access to any confidential
portions of any Manufacturer's agreements including, without limitation, the
provisions which do not continue with the Aircraft (including, without
limitation, provisions relating to purchase price or payment terms). No
investigation by Buyer or other information received by Buyer shall operate as a
waiver or otherwise affect any representation, warranty or agreement given or
made by Seller hereunder.
(b) After the respective Delivery Date, Seller and its Affiliates will
hold, and will use their best efforts to cause their respective officers,
directors, employees, accountants, counsel, consultants, advisors and agents to
hold, in confidence, unless compelled to disclose by judicial or administrative
process or by other requirements of law, all confidential documents and
information concerning the Purchased Assets, except to the extent that such
information can be shown to have been (i) previously known on a nonconfidential
basis by Seller,
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(ii) in the public domain through no fault of Seller or its Affiliates or (iii)
later lawfully acquired by Seller from sources other than those related to its
prior ownership of the Purchased Assets provided that Seller may disclose such
information to its officers, directors, employees, accountants, counsel,
consultants, advisors and agents in connection with the transactions
contemplated by this Agreement and to the rating agencies in connection with a
securitization of the Aircraft so long as such Persons are informed by Seller of
the confidential nature of such information and are directed by Seller to treat
such information confidentially. The obligation of Seller and its Affiliates to
hold any such information in confidence shall be satisfied if they exercise the
same care with respect to such information as they would take to preserve the
confidentiality of their own similar information.
SECTION 5.03. Notices of Certain Events. Seller shall promptly notify
Buyer of:
(a) any notice or other communication from any Person
alleging that the consent of such Person is or may be required in
connection with the transactions contemplated by this Agreement;
(b) any notice or other communication from any governmental
or regulatory agency or authority in connection with the transactions
contemplated by this Agreement;
(c) any actions, suits, claims, investigations or proceedings
commenced or, to its knowledge threatened against, relating to or
involving or otherwise affecting Seller or the Purchased Assets that,
if pending on the date of this Agreement, would have been required to
have been disclosed pursuant to Section 3.10 or that relate to the
consummation of the transactions contemplated by this Agreement; and
(d) as soon as Seller has knowledge of, the damage,
destruction or other casualty of any Purchased Asset or part thereof or
in the event that any Purchased Asset or part thereof becomes the
subject of any proceeding or, to the knowledge of Seller, threatened
proceeding for the taking thereof or any part thereof or of any right
relating thereto by condemnation, eminent domain or other similar
governmental action.
SECTION 5.04. Taxes and Other Costs. Seller agrees to pay, and
indemnify and hold Buyer and its Affiliates harmless from, (i) any Transfer
Taxes imposed, levied or assessed against or upon Buyer or any of its Affiliates
or any of the Purchased Assets resulting from the execution of this Agreement or
the sale, delivery, assignment, novation, transfer and conveyance of the
Purchased
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Assets to Buyer, (ii) any Tax liability, whether owed or accrued, relating to
the period prior to the applicable Delivery Date the non-payment of which would
give rise to a Lien on any Purchased Asset, would otherwise adversely affect the
Purchased Assets, or would result in Buyer becoming liable therefor and, without
prejudice to Seller's obligations under Section 10.02(a) hereof, for which
Seller is primarily liable, (iii) any and all Property Taxes levied with respect
to the Purchased Assets, whether owed or accrued, relating to the period prior
to the applicable Delivery Date and, without prejudice to Seller's obligations
under Section 10.02(a) hereof, for which Seller is primarily liable and (iv) to
the extent not paid by the Lessees, all Lessee costs incurred in connection with
the consummation of the transactions contemplated hereby including, without
limitation, costs related to Lease Novations.
SECTION 5.05. Maintenance Reserves. Seller agrees to pay any amounts
due to any Person relating to maintenance work performed on any Aircraft, or
obligation to reimburse any amounts of Maintenance Reserves arising with respect
to any Aircraft, on or prior to the Delivery Date of such Aircraft.
SECTION 5.06. Certain Additional Aircraft and Rental Agreements.
Without limitation of any of Seller's representations and warranties or other
agreements hereunder, Seller makes the undertakings specified on Schedule 5.06
hereto.
ARTICLE 6
COVENANTS OF BUYER
Buyer agrees that:
SECTION 6.01. Confidentiality. Buyer and its Affiliates will hold, and
will use their best efforts to cause their respective officers, directors,
employees, accountants, counsel, consultants, advisors and agents to hold, in
confidence, unless compelled to disclose by judicial or administrative process
or by other requirements of law or disclosure requirements applicable to a
securitization of the Aircraft, all confidential documents and information
concerning the Purchased Assets or which Seller has furnished to Buyer or its
Affiliates in connection with the transactions contemplated by this Agreement,
except to the extent that such information can be shown to have been (i)
previously known on a nonconfidential basis by Buyer, (ii) in the public domain
through no fault of Buyer or (iii) later lawfully acquired by Buyer from sources
other than Seller; provided that Buyer may disclose such information to its
officers, directors, employees, accountants,
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counsel, consultants, advisors and agents in connection with the transactions
contemplated by this Agreement and to rating agencies in connection with a
securitization of the Aircraft so long as such Persons are informed by Buyer of
the confidential nature of such information and are directed by Buyer to treat
such information confidentially. The obligation of Buyer and its Affiliates to
hold any such information in confidence shall be satisfied if they exercise the
same care with respect to such information as they would take to preserve the
confidentiality of their own similar information. If this Agreement is
terminated, Buyer and its Affiliates will, and will use their best efforts to
cause their respective officers, directors, employees, accountants, counsel,
consultants, advisors and agents to, destroy or deliver to Seller, upon request,
all documents and other materials, and all copies thereof, obtained by Buyer or
its Affiliates or on their behalf from Seller in connection with this Agreement
that are subject to such confidence and any reports, memoranda, data,
information or other records prepared by Buyer on the basis of such documents
and other materials.
ARTICLE 7
COVENANTS OF BUYER AND SELLER
Buyer and Seller agree that:
SECTION 7.01. Best Efforts; Further Assurances. (a) Subject to the
terms and conditions of this Agreement, Buyer and Seller will use their best
efforts to take, or cause to be taken, all actions and to do, or cause to be
done, all things necessary or desirable under applicable laws and regulations to
consummate the transactions contemplated by this Agreement. Seller and Buyer
agree to execute and deliver such other documents, certificates, agreements and
other writings and to take such other actions as may be necessary or desirable
in order to consummate or implement expeditiously the transactions contemplated
by this Agreement and to vest in Buyer good and marketable title to the
Purchased Assets.
(b) Seller hereby constitutes and appoints, effective for the
applicable Aircraft as of each Delivery Date, Buyer and its successors and
assigns as the true and lawful attorney of Seller with full power of
substitution in the name of Buyer, or in the name of Seller but for the benefit
of Buyer, to institute and prosecute all proceedings which Buyer may in its sole
discretion deem proper in order to assert or enforce any right, title or
interest in, to or under such Aircraft, and to defend or compromise any and all
actions, suits or proceedings in respect of such Aircraft so long as Buyer
indemnifies and holds harmless Seller for any expenses, costs,
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action or loss brought by any Person as a result of any action taken by Buyer in
Seller's name or as Seller's true and lawful attorney. Buyer shall be entitled
to retain for its own account any amounts collected pursuant to the foregoing
powers, including any amounts payable as interest in respect thereof; provided,
however, that if any amount collected by Buyer relates to amounts owed by such
Person with respect to the Purchased Assets for the period prior to the Delivery
Date, then Buyer will promptly provide such amount (including, without
limitation, any interest on such amount) to Seller.
SECTION 7.02. Certain Filings. Seller and Buyer shall cooperate with
one another (i) in determining whether any action by or in respect of, or
filing with, any governmental body, agency, official or authority is required,
or any actions, consents, approvals or waivers are required to be obtained from
parties to any material contracts, in connection with the consummation of the
transactions contemplated by this Agreement and (ii) in taking such actions or
making any such filings, furnishing information required in connection
therewith and seeking timely to obtain any such actions, consents, approvals or
waivers.
SECTION 7.03. Public Announcements. The parties agree to consult with
each other before issuing any press release or making any public statement with
respect to this Agreement or the transactions contemplated hereby and, except as
may be required by applicable law, any listing agreement with any national
securities exchange or by any disclosure obligation in connection with a
securitization of the Aircraft, will not issue any such press release or make
any such public statement prior to such consultation.
SECTION 7.04. Substitute Aircraft. If before the applicable Delivery
Date any Aircraft suffers a material adverse change in its condition, or a Lease
Novation cannot be agreed with the applicable Lessee to the reasonable
satisfaction of either Seller or Buyer, Buyer may reject such Aircraft, such
Aircraft shall no longer be an "Aircraft" hereunder (except for purposes of
Section 2.08 and Section 11.01(b)) and Seller and Buyer will cooperate in good
faith to (i) select a substitute aircraft and related lease and enter into a
letter agreement in order to subject such aircraft to the terms and conditions
of this Agreement and (ii) make such other adjustments to the documentation and
deposits as agreed by Buyer and Seller, provided, however, that Buyer shall be
under no obligation to agree to any substitute aircraft and Seller shall not be
under any obligation to provide a substitute aircraft.
SECTION 7.05. Allocation of Purchase Price. Seller and Buyer agree
with, and agree to act and Seller agrees to cause AIG to act in accordance
with, the allocation of the aggregate Purchase Price among the Purchased Assets
as set forth on Exhibit A-1 in connection with the filing of all tax returns
and in the
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course of any tax audit, review or litigation relating thereto and to take no
position inconsistent with such allocation for all tax purposes.
ARTICLE 8
TAX MATTERS
SECTION 8.01. Tax Definitions. The following terms, as used herein,
have the following meanings:
"BUYER INDEMNITEE" means Buyer, any of its Affiliates and, effective
upon delivery to Buyer of the SPC-5 Shares, SPC-5.
"POST-CLOSING TAX PERIOD" means any Tax period (or portion thereof)
beginning after the close of business on the Delivery Date for the B767-300
Aircraft MSN 24798 (the "SPC-5 DELIVERY DATE").
"PRE-CLOSING TAX PERIOD" means any Tax period (or portion thereof)
ending on or before the close of business on the SPC-5 Delivery Date.
"SECTION 338(H)(10) ELECTION" is defined in Section 8.03(a).
"TAX" means (i) any net income, alternative or add-on minimum tax,
gross income, gross receipts, sales, use, ad valorem, value added, transfer,
franchise, profits, license, registration, recording, documentary, conveyancing,
gains, withholding on amounts paid to or by Seller or SPC-5, payroll,
employment, excise, severance, stamp, occupation, premium, property,
environmental or windfall profit tax, custom, duty or other tax, governmental
fee or other like assessment or charge of any kind whatsoever, together with any
interest, penalty, addition to tax or additional amount imposed by any
governmental authority responsible for the imposition of any such tax (domestic
or foreign) (a "TAXING AUTHORITY"), (ii) any liability of SPC-5 for the payment
of any amounts of the type described in (i) as a result of being a member of an
affiliated, consolidated, combined or unitary group, or being a party to any
agreement or arrangement whereby liability of SPC-5 for payment of such amounts
was determined or taken into account with reference to the liability of any
other person for any period during the Tax Indemnification Period and (iii) any
liability of SPC-5 for the payment of any amounts as a result of being party to
any Tax Sharing Agreement or with respect to the payment of any amounts of the
type described in (i) or (ii) as a result of any express or implied obligation
to indemnify any other Person.
"TAX INDEMNIFICATION PERIOD" means (i) with respect to any Tax
described in clause (i) of the definition of "Tax", any Pre-Closing Tax Period
of
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SPC-5, (ii) with respect to any Tax described in clause (ii) of the definition
of "Tax", any Pre-Closing Tax Period of SPC-5 and the Tax year of any member of
a group described in such clause (ii) which includes (but does not end on) the
SPC-5 Delivery Date, and (iii) with respect to any Tax described in clause (iii)
of the definition of "Tax", the survival period of the obligation under the
applicable contract or arrangement.
"TAX SHARING AGREEMENTS" means the Tax sharing agreements of the
American International Group, Inc. ("AIG") and its subsidiaries for tax year
1990 and thereafter.
SECTION 8.02. Tax Representations. Seller represents and warrants to
Buyer as of the date hereof and as of the SPC-5 Delivery Date that: (a) Except
as set forth on Schedule 8.02(a), (i) all Tax returns, statements, reports and
forms (including estimated tax or information returns and reports) required to
be filed with any Taxing Authority with respect to any Pre-Closing Tax Period by
or on behalf of SPC-5 (collectively, the "RETURNS") have, to the extent required
to be filed on or before the date hereof been or will be filed when due in
accordance with all applicable laws; (ii) as of the time of filing, the Returns
correctly reflected (and, as to any Returns not filed as of the date hereof,
will correctly reflect) the facts regarding the income, business, assets,
operations, activities and status of SPC-5 and any other information required to
be shown therein; (iii) all Taxes shown as due and payable on the Returns that
have been filed have been timely paid, or withheld and remitted to the
appropriate Taxing Authority; (iv) SPC-5 is not delinquent in the payment of any
Tax and has not requested any extension of time within which to file any Return
which has not yet been filed; (v) SPC-5 (or any member of any affiliated,
consolidated, combined or unitary group of which SPC-5 is or has been a member)
has not granted any extension or waiver of the statute of limitations period
applicable to any Return, which period (after giving effect to such extension or
waiver) has not yet expired; (vi) there is no claim, audit, action, suit,
proceeding, or investigation now pending or threatened against or with respect
to SPC-5 in respect of any Tax; (vii) SPC-5 has not been a member of an
affiliated, consolidated, combined or unitary group other than one of which AIG
was the common parent; and (viii) SPC-5 is not currently under any contractual
obligation to pay any amounts of the type described in clause (ii) or (iii) of
the definition of "Tax".
(b) Schedule 8.02(b) contains a list of all jurisdictions (whether
foreign or domestic) to which any Tax is properly payable by SPC-5.
SECTION 8.03. Seller Covenants. (a) Seller agrees to cause AIG to make
a timely, effective and irrevocable election under Section 338(h)(10) of the
Code with respect to SPC-5 (the "Section 338(h)(10) Election"), and to file such
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election in accordance with applicable regulations. The Section 338(h)(10)
Election shall properly reflect the value of the B767-300 Aircraft MSN 24798
determined in accordance with Section 7.05 hereof. Such price allocation shall
be binding on the parties hereto. Seller and Buyer agree to act, and Seller
agrees to cause AIG to act in accordance with such price allocation in the
preparation, filing and audit of any Tax return.
(b) Without the prior written consent of Buyer, none of Seller, SPC-5
or any Affiliate of Seller shall, to the extent it may affect or relate to
SPC-5, make or change any tax election (other than the Section 338(h)(10)
Election), change any annual tax accounting period, adopt or change any method
of tax accounting, file any amended Return, enter into any closing agreement,
settle any Tax claim or assessment, surrender any right to claim a Tax refund,
consent to any extension or waiver of the limitation period applicable to any
Tax claim or assessment or take or omit to take any other action, if any such
action or omission would have the effect of increasing the Tax liability or
decreasing any tax asset of SPC-5, Buyer or any Affiliate of Buyer.
(c) All Returns not required to be filed on or before the date hereof
(i) will be filed when due in accordance with all applicable laws and (ii) as of
the time of filing, will correctly reflect the facts regarding the income,
business, assets, operations, activities and status of SPC-5 and any other
information required to be shown therein.
(d) Seller will and, as appropriate will cause AIG to, at its own
expense, file all necessary Tax returns and other documentation with respect to
all such Taxes and fees, and, if required by applicable law, Buyer will, and
will cause its Affiliates to, join in the execution of any such Tax returns and
other documentation.
(e) As of the SPC-5 Delivery Date, SPC-5 will not have earned any net
income which may be subject to Tax in any jurisdiction.
(f) Seller shall cause AIG to include SPC-5 in AIG's consolidated
Federal Tax Return and in any Combined State Tax Return through the close of
business on the SPC-5 Delivery Date.
SECTION 8.04. Tax Sharing. SPC-5 will no longer be a party to the Tax
Sharing Agreements as of the date hereof. After the date hereof, SPC-5 shall
have no further rights or liabilities thereunder. This Agreement shall be the
sole Tax sharing agreement relating to SPC-5 for all Pre-Closing Tax Periods.
Seller shall compensate Buyer for and hold SPC-5 harmless against any Tax
imposed by a Taxing Authority as a result of such termination and, if any such
termination is
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not binding on any Taxing Authority, any adverse effect which would have been
avoided if such termination had been given effect by such Taxing Authority.
SECTION 8.05. Cooperation on Tax Matters. (a) Buyer and Seller shall,
and Seller shall cause AIG to, cooperate fully, as and to the extent reasonably
requested by the other party, in connection with the preparation and filing of
any Tax return, statement, report or form, any audit, litigation or other
proceeding with respect to Taxes. Such cooperation shall include the retention
and (upon the other party's request) the provision of records and information
which are reasonably relevant to any such audit, litigation or other proceeding
and making employees available on a mutually convenient basis to provide
additional information and explanation of any material provided hereunder.
(b) Buyer and Seller further agree, and Seller shall cause AIG to,
upon request, to use all reasonable efforts to obtain any certificate or other
document from any governmental authority or any other person as may be necessary
to mitigate, reduce or eliminate any Tax that could be imposed (including, but
not limited to, with respect to the transactions contemplated hereby).
SECTION 8.06. Tax Indemnification. (a) Seller hereby indemnifies each
Buyer Indemnitee against and agrees to hold each Buyer Indemnitee harmless from
any (w) Tax of SPC-5 related to the Tax Indemnification Period, (x) Tax of SPC-5
resulting from a breach of the provisions of Section 8.03(b), (y) Section 338
Tax and (z) liabilities, costs, expenses (including, without limitation,
reasonable expenses of investigation and attorneys' fees and expenses), losses,
damages, assessments, settlements or judgments arising out of or incident to the
imposition, assessment or assertion of any Tax described in (w), (x) or (y),
including those incurred in the contest in good faith in appropriate proceedings
relating to the imposition, assessment or assertion of any Tax, and any
liability as transferee, (the sum of (w), (x), (y) and (z) being referred to
herein as a "LOSS").
(b) For purposes of this Section, in the case of any Tax that is
imposed on a periodic basis and is payable for a Tax period that includes (but
does not end on) the SPC-5 Delivery Date, the portion of such Tax related to the
portion of such Tax period ending on the SPC-5 Delivery Date shall (x) in the
case of any Tax other than a gross receipts, sales or use Tax and a Tax based
upon or related to income, be deemed to be the amount of such Tax for the entire
Tax period multiplied by a fraction the numerator of which is the number of days
in the Tax period ending on the SPC-5 Delivery and the denominator of which is
the number of days in the entire Tax period and (y) in the case of any gross
receipts, sales or use Tax and any Tax based upon or related to income be deemed
equal to the amount which would be payable if the relevant Tax period ended on,
and included, the SPC-5 Delivery Date. Any credits relating to a Taxable period
that
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begins before and ends after the SPC-5 Delivery Date shall be taken into
account as though the relevant Tax period ended on the SPC-5 Delivery Date. All
determinations necessary to give effect to the foregoing allocations shall be
made in a manner consistent with prior practice of AIG and its subsidiaries.
(c) Upon payment by any Buyer Indemnitee of any Loss, Seller shall
discharge its obligation to indemnify the Buyer Indemnitee against such Loss by
paying to Buyer an amount equal to the amount of such Loss.
(d) Any payment pursuant to this Section shall be made not later than
30 days after receipt by Seller of written notice from Buyer stating that any
Loss has been paid by a Buyer Indemnitee and the amount thereof and of the
indemnity payment requested.
(e) Buyer agrees to give prompt notice to Seller of the assertion of
any claim, or the commencement of any suit, action or proceeding in respect of
which indemnity may be sought hereunder and of any Loss, which Buyer deems to be
within the ambit of this Section (specifying with reasonable particularity the
basis therefor) and will give Seller such information with respect thereto as
Seller may reasonably request. Seller may, at its own expense, (i) participate
in and (ii) except as provided in Section 8.06(f), upon notice to Buyer, assume
the defense of any such suit, action or proceeding (including any Tax audit);
provided that (i) Seller's counsel is reasonably satisfactory to Buyer (ii)
Seller shall thereafter consult with Buyer upon Buyer's reasonable request from
time to time with respect to such suit, action or proceeding (including any Tax
audit), and (iii) Seller shall not, without Buyer's consent, agree to any
settlement with respect to any Tax if such settlement could adversely affect the
Tax liability of Buyer, any of its Affiliates or, upon delivery of the SPC-5
Shares, SPC-5. If Seller assumes such defense, (i) Buyer shall have the right
(but not the duty) to participate in the defense thereof and to employ counsel,
at its own expense, separate from the counsel employed by Seller and (ii) Seller
shall not assert that the Loss, or any portion thereof, with respect to which
Buyer seeks indemnity is not within the ambit of this Section. If Seller elects
not to assume such defense, Buyer may pay, compromise or contest the Tax at
issue. Seller shall be liable for the fees and expenses of counsel employed by
Buyer for any period during which Seller has not assumed the defense thereof.
Whether or not Seller chooses to defend or prosecute any claim, all of the
parties hereto shall cooperate in the defense or prosecution thereof.
(f) Buyer shall control the defense of any claim that relates to (i)
Taxes described in Section 8.06(b) or (ii) any separate Return filed by SPC-5.
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(g) Seller shall not be liable under this Section with respect to any
Tax resulting from a claim or demand the defense of which Seller was not offered
the opportunity to assume as provided under Section 8.06(e) hereof to the extent
Seller's liability under this Section is materially adversely affected as a
result thereof. No investigation by Buyer or any of its Affiliates at or prior
to the SPC-5 Delivery Date shall relieve Seller of any liability hereunder.
(h) Any claim of any Buyer Indemnitee (other than Buyer) under this
Section may be made and enforced by Buyer on behalf of such Buyer Indemnitee.
SECTION 8.07. Purchase Price Adjustment and Interest. Any amount paid
by Seller under Section 8.04 or 8.06 will be treated as an adjustment to the
Purchase Price unless a final determination causes any such amount not to
constitute an adjustment to the Purchase Price for Federal Tax purposes. In such
event, Seller shall pay an amount that reflects the hypothetical Tax
consequences of the receipt of such payment, using the maximum statutory rate
(or rates, in the case of an item that affects more than one Tax) applicable to
the recipient of such payment for the relevant year, reflecting, for example,
the effect of deductions available for interest paid or accrued and for Taxes
such as state and local income Taxes. Any payment required to be made by Seller
under Section 8.04 or 8.06 that is not made when due shall bear interest at the
rate per annum determined, from time to time, under the provision of Section
6621(a)(2) of the Code for each day until paid.
ARTICLE 9
CONDITIONS
SECTION 9.01. Conditions to Obligations of Buyer and Seller. On each
Delivery Date the obligations of Buyer and Seller to deliver and pay for each
Purchased Asset are subject to the satisfaction of the following conditions:
(a) No provision of any applicable law or regulation and no
judgment, injunction, order or decree shall prohibit the consummation
of the delivery of and payment for such Purchased Asset.
(b) All actions by or in respect of or filings with any
governmental body, agency, official or authority required to permit the
delivery of and payment for such Purchased Asset and specified on
either Schedule 3.03 hereto or Schedule 4.03 hereto as a "Pre-delivery
Requirement" shall have been taken, made or obtained.
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SECTION 9.02. Conditions to Obligation of Buyer. The obligation of
Buyer to pay for each Purchased Asset is subject to the satisfaction of the
following further conditions:
(a) On each Delivery Date (i) Seller shall have performed in
all material respects all of its obligations hereunder required to be
performed by it on or prior to the applicable Delivery Date and (ii)
the representations and warranties of Seller contained in this
Agreement and in any certificate or other writing delivered by Seller
pursuant hereto, shall be true, as if made at and as of such date. On
the first Delivery Date Buyer shall have received a certificate signed
by an executive officer of Seller and dated as of the first Delivery
Date to the foregoing effect. On each subsequent Delivery Date, Seller
shall be deemed to have delivered to Buyer a certificate signed by the
same executive officer of Seller dated as of the subsequent Delivery
Date and to identical effect.
(b) On each Delivery Date there shall not be threatened,
instituted or pending any action or proceeding by any Person before any
court or governmental authority or agency, domestic or foreign, (i)
seeking to restrain, prohibit or otherwise interfere with the ownership
or operation by Buyer or any of its Affiliates (including, for this
purpose, SPC-5) of any Aircraft or to compel Buyer or any of its
Affiliates (including, for this purpose, SPC-5) to dispose of any
Aircraft or (ii) seeking to require divestiture by Buyer or any of its
Affiliates (including, for this purpose, SPC-5) of any Aircraft.
(c) On each Delivery Date there shall not have been any action
taken, or any statute, rule, regulation, injunction, order or decree
proposed, enacted, enforced, promulgated, issued or deemed applicable
to the purchase of the Purchased Assets, by any court, government or
governmental authority or agency, domestic or foreign, that, in the
reasonable judgment of Buyer could, directly or indirectly, result in
any of the consequences referred to in clauses 9.02(b)(i) and
9.02(b)(ii) above.
(d) On the first Delivery Date Buyer shall have received an
opinion of a corporate or the general counsel to Seller, dated the
first Delivery Date, substantially in the form attached hereto as
Exhibit C. On each subsequent Delivery Date, such counsel shall be
deemed to have delivered a bring-down opinion to Buyer dated as of the
subsequent Delivery Date and to identical effect.
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(e) On or before the first Delivery Date, Buyer and Seller
shall have agreed upon the Initial Approved Budgets (as defined in the
Servicing Agreement) to be attached as Schedule 7.05(a) to Schedule
2.02 to the Servicing Agreement.
(f) By the applicable Delivery Date Seller shall have received
all Required Consents and all consents, authorizations or approvals
from the governmental agencies referred to in Section 3.03 or 3.15, in
each case in form and substance reasonably satisfactory to Buyer, and
no such consent, authorization or approval shall have been revoked.
(g) Buyer shall have received on the applicable Delivery Date
a certificate setting forth the determination of an independent
insurance advisor with respect to the applicable Aircraft satisfactory
to Buyer in its sole discretion and to the effect that the insurance
policies or bonds relating to such Aircraft are of the type customarily
carried by owners of similar Aircraft.
(h) On or prior to the applicable Delivery Date, Buyer shall
have received a report on the physical inspection of the relevant
Aircraft in form and substance satisfactory to Buyer.
(i) On each Delivery Date any non-cash Security Deposits shall
have been reissued in the name of Buyer or its designee or, failing
such reissue (i) shall have been otherwise transferred to Buyer or its
designee so as, in Buyer's sole discretion, to enable Buyer or such
designee to realize the benefits conferred thereby or (ii) the amount
of the Credit Enhancement Facility (as defined in and provided for by
Section 5.06 of the Servicing Agreement) shall have been increased by
the amount of such non-cash Security Deposits.
(j) On each Delivery Date a Lease Novation shall have been
entered into with respect to the relevant Aircraft (other than the
B767-300 Aircraft MSN 24798 and the A310-300 Aircraft MSN 437) by Buyer
or its designee, Seller and the applicable Lessee and such agreement
shall be in full force and effect and a fax thereof shall have been
delivered to Buyer along with copies of any other Lease Documents for
the relevant Aircraft.
(k) On each Delivery Date the applicable Aircraft shall have
been registered in the applicable state of registration (except the
A310-300 Aircraft MSN 437) reflecting, to the extent permitted under
the laws of such state of registration, Buyer's or its designee's
ownership thereof or such other action shall have been taken with
respect to such registration
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and ownership as shall be satisfactory to Buyer, provided, that such
registration or other action need not be effected prior to such
Delivery Date if such registration or other action is specified to be
a "Post-Delivery Requirement" on either Schedule 3.03 or Schedule
4.03.
(l) On each Delivery Date there shall be delivered to Buyer,
(1) an opinion from counsel to Buyer in the applicable state of
registration and, if different, from counsel in the jurisdiction whose
law is stated to govern in each of the following documents (which will
be counsel to Seller in the case of California law), to the effect that
the applicable Lease Documents and Lease Novation are legal, valid and
binding under the applicable laws of such state of registration and
jurisdiction; and (2) an opinion from counsel to Buyer in the
applicable state of registration to the effect that (i) Buyer, its
designee or SPC-5, as applicable shall be recognized as the owner of
the applicable Aircraft under the laws of such jurisdiction; (ii) it is
not necessary for Buyer, its designee or SPC-5, as applicable, to
qualify to do business in such jurisdiction as a result of ownership of
such Aircraft to exercise remedies under the applicable Lease or
otherwise; (iii) payments due under the applicable Lease are not
subject to withholding or similar tax or, in the case of Leases where
withholding tax applies in any relevant jurisdiction, the Lessee is
obligated to pay and hold the lessor harmless from such withholding tax
under the Lease Documents; (iv) no filings or registrations other than
those which have already been made or are in the process of being made
and are referenced in such opinion are necessary to record or perfect
Buyer's (or, if applicable, the lessor's) interest in such Aircraft in
such jurisdiction; and (v) upon the expiration or other valid
termination of the Lease, and subject to compliance with the laws of
such jurisdiction, the lessor would be entitled and able under the laws
of such jurisdiction to receive redelivery of such Aircraft, repossess
such Aircraft and export such Aircraft from such jurisdiction. All of
the opinions required by this clause shall be at Buyer's expense.
(m) On each Delivery Date an executed xxxx of sale from Seller
to Buyer and certified copies of each of the documents relating to
Seller's title to the applicable Aircraft evidencing the chain of title
from the Manufacturer to Seller (and, in the case of the B767-300
Aircraft MSN 24798, SPC-5) shall have been received in a form
reasonably satisfactory to Buyer; provided that with respect to the
X000-000 Xxxxxxxx XXX 00000, the A310-300 Aircraft MSN 409, the
A310-300 Aircraft MSN 410 and the A310-300 Aircraft MSN 437, Seller
shall only be required to deliver an affidavit of ownership with
respect to such Aircraft.
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(n) On each Delivery Date Buyer shall have received originals
or copies of certificates evidencing the insurance required to be
maintained pursuant to the applicable Lease Documents and Lease
Novation (which insurance shall name the owner of the Aircraft and each
other Person required to be so named pursuant to the Lease Documents
and Lease Novation as additional insureds and shall name the owner of
the Aircraft as Loss Payee under the relevant policies), together with
a letter of undertaking in terms reasonably acceptable to Buyer issued
by the brokers through whom the insurances of such Aircraft shall have
been placed if such a letter is required to be provided to the lessor
pursuant to the applicable Lease.
(o) On each Delivery Date, Buyer shall have received a copy
certified by Seller of the provisions of the original manufacturer
purchase agreement applicable to the relevant Aircraft and available
for the benefit of Buyer or its designee after delivery of the Aircraft
pursuant to the applicable Assignment of Warranties.
(p) On each Delivery Date the Servicing Agreement shall be or
remain a valid and binding obligation of Seller in full force and
effect.
(q) All representations, warranties, indemnities (except the
indemnity for Transfer Taxes provided in Section 5.04 hereof and the
indemnity with respect to "bulk sales," "bulk transfer" or similar laws
provided in Section 12.11 hereof) and undertakings of Seller hereunder
are capable of being assigned by Buyer to a special purpose
securitization vehicle or vehicles.
(r) On each Delivery Date, Buyer shall have received, if
applicable, the "Manufacturer Payment" for the relevant Aircraft as set
forth opposite such Aircraft on Schedule A-1.
(s) On each Delivery Date Buyer shall have received all
documents it may reasonably request relating to the existence of Seller
and the authority of Seller for this Agreement, all in form and
substance reasonably satisfactory to Buyer.
(t) On the SPC-5 Delivery Date, Buyer shall have received the
resignations, effective as of such Delivery Date, of all the directors
and officers of SPC-5.
(u) On or before the SPC-5 Delivery Date, Buyer shall have
received a copy of the minute books and stock register of SPC-5,
certified
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by the secretary or assistant secretary of SPC-5, as appropriate, as of
the applicable date.
(v) Buyer shall have received a good standing certificate for
SPC-5 from the Secretary of State of California dated as of a date no
more than 15 days before the SPC-5 Delivery Date and accompanied by a
bring-down telegram dated the SPC-5 Delivery Date.
(w) On the SPC-5 Delivery Date, Seller shall deliver to Buyer
an Internal Revenue Service Form 8023-A properly executed by AIG for
filing with the Internal Revenue Service (or shall deliver any
successor form which the Internal Revenue Service may require to be
filed by AIG in order to make an effective Section 338(h)(10) Election)
and Buyer shall send such form to the Internal Revenue Service for
filing.
(x) On each of the first and the last Delivery Dates, Buyer
shall have received an opinion of Seller's New York counsel, O'Melveny
and Xxxxx LLP, dated the applicable Delivery Date, substantially in the
form attached hereto as Exhibit D.
SECTION 9.03. Conditions to Obligation of Seller. On the applicable
Delivery Date, the obligation of Seller to deliver each Purchased Asset is
subject to the satisfaction of the following further conditions:
(a) (i) Buyer shall have performed in all material respects
all of its obligations hereunder required to be performed by it on or
prior to such Delivery Date and (ii) the representations and warranties
of Buyer contained in this Agreement and in any certificate or other
writing delivered by Buyer pursuant hereto shall be true in all
material respects at and as of such Delivery Date, as if made at and as
of such date. On the first Delivery Date, Seller shall have received a
certificate signed by an executive officer of Buyer to the foregoing
effect. On each subsequent Delivery Date, Buyer shall be deemed to have
delivered a certificate signed by the same executive officer of Buyer
dated as of the subsequent Delivery Date and to the identical effect.
(b) Seller shall have received an opinion of Xxxxxxxx, Xxxxxx
& Finger, special Delaware counsel to Buyer, dated the first Delivery
Date (and, if Seller requests, dated as of any subsequent Delivery
Date), to the effect specified in Section 4.01 and the first sentence
of Section 4.02. Seller shall also have received an opinion of Xxxxx
Xxxx & Xxxxxxxx, counsel to Buyer, dated the first Delivery Date (and,
if Seller requests, dated as of any subsequent Delivery Date) to the
effect specified in the
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second sentence of Section 4.02, and, with respect to matters of United
States federal and New York law, to the further effect specified in
Section 4.03. In rendering such opinions, such counsel may rely upon
certificates of public officers and, as to matters of fact, upon
certificates of officers of Buyer, copies of which opinions and
certificates shall be contemporaneously delivered to Seller.
(c) Buyer shall have received all consents, authorizations or
approvals from governmental agencies referred to in Section 4.03, in
each case in form and substance reasonably satisfactory to Seller, and
no such consent, authorization or approval shall have been revoked.
(d) Seller shall have received all documents it may reasonably
request relating to the existence of Buyer and the authority of Buyer
for this Agreement, all in form and substance reasonably satisfactory
to Seller.
(e) Any purchasing entity that Buyer designates to take
delivery of any Aircraft shall, on the applicable Delivery Date, be
duly organized and validly existing and in good standing under its
jurisdiction of organization and shall have all necessary power and
authority to carry out Buyer's obligations hereunder with respect to
such Aircraft and to consummate the transactions with respect to such
Aircraft contemplated hereby.
(f) On each Delivery Date, the Servicing Agreement shall be or
remain a valid and binding obligation of Buyer in full force and
effect.
ARTICLE 10
SURVIVAL; INDEMNIFICATION
SECTION 10.01. Survival. The representations and warranties of the
parties hereto contained in this Agreement or in any certificate or other
writing delivered pursuant hereto or in connection herewith shall survive until
the third anniversary of the last Delivery Date; provided that the covenants,
agreements, representations and warranties contained in Article 8 and Section
5.04(ii) and (iii) shall survive until expiration of the statute of limitations
applicable to the matters covered thereby (giving effect to any waiver,
mitigation or extension thereof), if later. Notwithstanding the preceding
sentence, any representation or warranty in respect of which indemnity may be
sought under this Agreement shall survive the time at which it would otherwise
terminate pursuant to the preceding sentence, if
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notice of the inaccuracy thereof giving rise to such right of indemnity shall
have been given to the party against whom such indemnity may be sought prior to
such time.
SECTION 10.02. Indemnification. (a) Seller hereby indemnifies Buyer and
its Affiliates against and agrees to hold each of them harmless from any and all
damage, loss, liability and expense (including, without limitation, reasonable
expenses of investigation and reasonable attorneys' fees and expenses in
connection with any action, suit or proceeding) ("DAMAGES") incurred or suffered
by Buyer or any of its Affiliates arising out of:
(i) any misrepresentation or breach of warranty, covenant or
agreement made or to be performed by Seller pursuant to this Agreement
(except as otherwise indemnified pursuant to Article 8); or
(ii) the ownership, leasing, use or operation of the Aircraft
on or prior to the applicable Delivery Date including, without
limitation, liabilities in respect of maintenance work performed on the
Aircraft on or prior to the applicable Delivery Date;
provided that Seller shall not be liable under Section 10.02(a)(i)
unless the aggregate amount of Damages with respect to all matters referred to
in Section 10.02(a)(i) (determined without regard to any materiality
qualification contained in any representation, warranty or covenant giving rise
to the claim for indemnity hereunder) exceeds $1,000,000.
(b) Buyer hereby indemnifies Seller and its Affiliates against and
agrees to hold each of them harmless from any and all Damages incurred or
suffered by Seller or any of its Affiliates arising out of:
(i) any misrepresentation or breach of warranty, covenant or
agreement made or to be performed by Buyer pursuant to this Agreement
(except as otherwise indemnified pursuant to Article 8); or
(ii) the ownership, leasing, use or operation of the Aircraft
following the applicable Delivery Date unless such Damages are
attributable to an incident which occurred on or prior to such Delivery
Date (including, without limitation, liabilities in respect of
maintenance work performed on the Aircraft after the Delivery Date) or
such Damages arise as a result of the wilful misconduct of Seller in
its capacity as Servicer under the Servicing Agreement or directly
result from a breach by Seller, in its capacity as Servicer, of the
express terms and conditions of the Servicing Agreement;
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provided that (A) Buyer shall not be liable under Section 10.02(b)(i)
unless the aggregate amount of Damages with respect to all matters referred to
in Section 10.02(b)(i) (determined without regard to any materiality
qualification contained in any representation, warranty or covenant giving rise
to the claim for indemnity hereunder) exceeds $1,000,000.
SECTION 10.03. Procedures. The party seeking indemnification under
Section 10.02 (the "INDEMNIFIED PARTY") agrees to give prompt notice to the
party against whom indemnity is sought (the "INDEMNIFYING PARTY") of the
assertion of any claim, or the commencement of any suit, action or proceeding in
respect of which indemnity may be sought under such Section. The Indemnifying
Party may at the request of the Indemnified Party participate in and control the
defense of any such suit, action or proceeding at its own expense. The
Indemnifying Party shall not be liable under Section 10.02 for any settlement
effected without its consent of any claim, litigation or proceeding in respect
of which indemnity may be sought hereunder.
ARTICLE 11
TERMINATION
SECTION 11.01. Grounds for Termination. This Agreement may be
terminated:
(a) at any time prior to the first Delivery Date by mutual written
agreement of Seller and Buyer;
(b) at any time after the Portfolio Delivery Deadline by Buyer if at
least twenty-eight Aircraft (including any substitute aircraft that became
designated as Aircraft pursuant to Section 7.04 hereof) representing 85% of the
aggregate Base Price of the Aircraft shall not have been delivered by the
Portfolio Delivery Deadline or such later date as may be agreed to in writing by
Buyer and Seller (the "MINIMUM TRANSFER CONDITION"), in which case Buyer and
Seller agree to cooperate in good faith to unwind all of the transactions
contemplated by and completed under this Agreement in order to put each party in
the place such party would have been in had the transactions contemplated by
this Agreement never taken place and with as few consequences (financial, tax or
otherwise) to either party as reasonably possible; provided that Buyer and
Seller agree to cooperate in good faith at such time in apportioning liability
for the payment of any Transfer Taxes imposed, levied or assessed against or
upon Seller or any of the Purchased
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Assets resulting from the sale, delivery, assignment, novation, transfer and
conveyance of the Purchased Assets back to Seller; provided further that Seller
shall pay to (or receive from) Buyer the amounts or enter into the arrangements
required under the terms of Section 11.03 hereof and, as required under the
terms of Section 2.08, Buyer shall forfeit or Seller shall repay the applicable
Buyer Deposit or Deposits as set forth in such Section; or
(c) at any time prior to the first Delivery Date by either Seller or
Buyer if consummation of the transactions contemplated hereby would violate any
nonappealable final order, decree or judgment of any court or governmental body
having competent jurisdiction.
The party desiring to terminate this Agreement pursuant to clause
11.01(c) shall give notice of such termination to the other party.
SECTION 11.02. Effect of Termination. If this Agreement is terminated
as permitted by Section 11.01, such termination shall, except for any payments,
forfeitures or arrangements required pursuant to the terms of Section 2.08 or
Section 11.03, be without liability of either party (or any stockholder,
director, officer, employee, agent, consultant or representative of such party)
to the other party to this Agreement; provided that if such termination shall
result from the (i) willful failure of either party to fulfill a condition to
the performance of the obligations of the other party, (ii) failure to perform a
covenant of this Agreement or (iii) breach by either party hereto of any
representation or warranty or agreement contained herein, such party shall be
fully liable for any and all Damages incurred or suffered by the other party as
a result of such failure or breach. The provisions of Sections 2.08, 5.02(b),
5.04, 6.01, 7.03, Article 8, 11.02, 11.03, 12.04, 12.05, 12.06, 12.07 and 12.08
shall survive any termination hereof pursuant to Section 11.01.
SECTION 11.03. Breakage Costs Upon Termination or Failure to Transfer
All Aircraft. If Buyer pays the Buyer Deposit and less than all of the "ircraft
are transferred for any reason by the Portfolio Delivery Deadline, Seller shall
(i) pay to or receive from Buyer an amount (determined by Buyer in good faith)
equal to any loss or cost incurred or gain realized by Buyer or any of Buyer's
Affiliates as a result of its terminating, liquidating, obtaining or
re-establishing any financial transaction or series of financial transactions
entered into by Buyer or any of Buyer's Affiliates to hedge its interest rate
exposure arising in connection with the funding of the aggregate Base Purchase
Price for the Aircraft (a "HEDGING TRANSACTION") or related trading position,
(ii) enter into one or a series of financial transactions with Buyer (or any
Affiliate of Buyer designated by Buyer) on terms identical in all material
respects to the Hedging Transactions sufficient to enable Buyer or any of
Buyer's Affiliates to offset its exposure under such
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45
Hedging Transactions or (iii) enter into such other arrangement as the parties
may agree. Buyer shall provide Seller with the basis of its calculation of the
amount (determined by Buyer in good faith) of any loss or cost incurred (or gain
realized) by Buyer or any of Buyer's Affiliates as a result of its terminating,
liquidating, obtaining or reestablishing the Hedging Transactions. Seller will
have fifteen (15) days to notify Buyer if Seller determines in good faith that
such amount has been calculated incorrectly. If Seller does contest such amount
and Buyer and Seller are unable to reach agreement within fifteen (15) days
after receipt of Seller's notification, then the Independent Referee shall
determine such amount, using such third party experts as is necessary, the cost
of which determination (and any experts) shall be borne equally by Buyer and
Seller. Interest shall accrue on any amount ultimately paid to or by Buyer
pursuant to this Section at One Month LIBOR from and including the date of
Buyer's initial calculation of the amount payable to but excluding the date of
payment of the amount ultimately agreed by the parties or determined by the
Independent Referee.
To the extent that the Minimum Transfer Condition is satisfied or
waived in writing by Buyer but less than all the Aircraft are transferred,
Seller's obligations under this Section 11.03 shall be with respect to only such
portion of the Hedging Transactions as bears the same relationship to the value
of all Hedging Transactions as the Base Purchase Price for the Aircraft which
failed to transfer bears to the aggregate Base Purchase Price for all Aircraft.
ARTICLE 12
MISCELLANEOUS
SECTION 12.01. Warranties and Disclaimers. THE AIRCRAFT SHALL BE SOLD
IN "AS IS, WHERE IS" CONDITION AT DELIVERY AND, EXCEPT AS PROVIDED IN SECTION
10.01 AND 12.01, SELLER MAKES NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF
ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, THAT SHALL SURVIVE
DELIVERY BY SELLER TO BUYER HEREUNDER. BUYER WAIVES, RELEASES AND RENOUNCES ALL
GUARANTEES, WARRANTIES, REPRESENTATIONS, OBLIGATIONS, COVENANTS AND LIABILITIES
OF SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
NON-CONFORMITY OR DEFECT IN THE AIRCRAFT, INCLUDING WITHOUT LIMITATION, ANY
IMPLIED WARRANTY OF FITNESS FOR USE OR MERCHANTABILITY OR USE FOR A PARTICULAR
PURPOSE, ANY LIABILITY ARISING FROM STRICT LIABILITY IN TORT, PRODUCTS
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LIABILITY, IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE, AIRWORTHINESS OR LOSS OF USE, PROFIT OR OTHER
CONSEQUENTIAL DAMAGES OR WITH RESPECT TO ANY LESSEE. Nothing in the foregoing is
intended to limit the specific provisions of this Agreement or the rights and
remedies of Buyer specifically provided for in this Agreement.
Seller shall extend to Buyer the rights and benefits, to the extent
that the same are not extinguished by the sale of the Aircraft, of any
warranties, service life policies and patent indemnities of any Manufacturer and
any maintenance and overhaul agencies of and for each of the Aircraft which
Seller may have. Seller also hereby grants to Buyer rights of subrogation
relating to any claim which Seller may have under such warranties concerning the
Aircraft. Seller shall take such action as Buyer may reasonably request and as
may be reasonably necessary to secure such rights and protection for Buyer.
SECTION 12.02. Notices. Any notice, request or information required or
permissible under this Agreement will be in writing and in English. Notices will
be delivered in person or sent by fax, letter (mailed airmail, certified and
return receipt requested), or by expedited delivery addressed to the parties as
set forth below in this Section. In the case of a fax, notice will be deemed
received upon the date set forth on the confirmation of receipt produced by the
sender's fax machine immediately after the fax is sent. In the case of a mailed
letter, notice will be deemed received on the tenth (10th) day after mailing. In
the case of a notice sent by expedited delivery, notice will be deemed received
on the date of delivery set forth in the records of the person which
accomplished the delivery. If any notice is sent by more than one of the above
listed methods, notice will be deemed received on the earliest possible date in
accordance with the above provisions. Notices will be addressed as follows:
if to Buyer, to:
Xxxxxx Xxxxxxx Aircraft Finance
c/o KPMG Corporate Finance
Xxxxxxx Xxxxx
Xx. Xxxxxxx'x Xxxxx
Xxxxxx 0
Xxxxxxx
Attention: Xx. Xxxxxx X'Xxxxx
Fax: 000-0-000 1555
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with a copy to:
Xxxxx Xxxx & Xxxxxxxx
0 Xxxxxxxxx'x Xxxxx
Xxxxxx XX0X 0XX
Attention: Mr. Xxx Xxxx
Fax: 00-000-000 1400
and
Xxxxxx Xxxxxxx & Co. International Limited
00 Xxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx X00 0XX
Attention: Mr. Xxxxx Xxxxxxxx
Fax: 00-000-000 4328
if to Seller, to:
International Lease Finance Corporation
1999 Avenue of the Stars
00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Legal Department
Fax: 0 000 000 0000
or to such other address as the parties hereto shall from time to time designate
in writing to the other party.
SECTION 12. 3. Amendments and Waivers. (a) Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.
(b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
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SECTION 12.04. Expenses. Except as otherwise provided herein, all
costs and expenses incurred in connection with this Agreement shall be paid by
the party incurring such cost or expense.
SECTION 12.05. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of each other party hereto, except that (i) Buyer may
transfer or assign, in whole or from time to time in part, to one or more of its
Affiliates, the right to purchase all or a portion of the Purchased Assets, but
no such transfer or assignment will relieve Buyer of its obligations hereunder
and (ii) Buyer may transfer or assign the benefit of Seller's representations,
warranties, covenants and indemnity obligations (except the indemnities for
Transfer Taxes provided in Section 5.04 hereof and for compliance with "bulk
sales," "bulk transfer" or similar laws provided in Section 12.11 hereof) to a
special purpose entity or entities established in connection with a
securitization of the Aircraft.
SECTION 12.06. Governing Law. This agreement shall be governed by and
construed in accordance with the law of the State of New York.
SECTION 12.07. Jurisdiction. Except as otherwise expressly provided in
this Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may be
brought in the United States District Court for the Southern District of New
York or any other New York State court sitting in New York City, and each of the
parties hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit, action or
proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 12.02 shall be deemed
effective service of process on such party.
SECTION 12.08. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
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SECTION 12.09. Counterparts; Third Party Beneficiaries. This Agreement
may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement shall become effective when each party hereto shall
have received a counterpart hereof signed by the other party hereto. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.
SECTION 12.10. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.
SECTION 12.11. Bulk Sales Laws. Buyer and Seller each hereby waive
compliance by Seller with the provisions of the "bulk sales", "bulk transfer" or
similar laws of any state. Seller agrees to indemnify and hold Buyer harmless
against any and all claims, losses, damages, liabilities, costs and expenses
incurred by Buyer or any of its Affiliates as a result of any failure to comply
with any such "bulk sales", "bulk transfer" or similar laws.
SECTION 12.12. Non Solicitation. In consideration of the considerable
expense to be incurred by Buyer in connection with the transactions contemplated
by this Agreement, neither Seller nor any of its officers, directors, agents or
representatives will (i) engage in any negotiation with another person regarding
the sale or transfer of any Purchased Assets or similar transaction; or (ii)
provide any non public information relating to the Purchased Assets to any
person that may be interested in any transaction of the nature contemplated by
this Agreement, in each case prior to the earlier of January 31, 1998 or the
termination of this Agreement pursuant to Section 11.01.
SECTION 12.13. Captions. The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.
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50
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
XXXXXX XXXXXXX AIRCRAFT
FINANCE
By: /s/ Xxxx Xxxxx
---------------------------------------------
Name: Xxxx Xxxxx
Title: Attorney-in-Fact
INTERNATIONAL LEASE
FINANCE CORPORATION
By: /s/ Xxxx X. Xxxx
--------------------------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President
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51
SCHEDULE 3.01
MISSING OR REQUIRED PERMITS
1. BOEING 737-3S3QC AIRCRAFT BEARING MSN 23788 AND FRENCH REGISTRATION XXXX
F-GIXH (THE "AEROPOSTALE AIRCRAFT") WHICH IS CURRENTLY BEING LEASED TO
SOCIETE D'EXPLOITATION AEROPOSTALE S.A. ("AEROPOSTALE").
a. AGENT FOR THE COLLECTION OF VAT IN FRANCE. Seller has been informed by
French counsel in the past that the laws of the Republic of France
require Seller to have an agent for the collection of VAT in France.
Seller has never established an agent in France. Upon the sale of the
Aeropostale Aircraft, Buyer may need to establish its own agent for
the collection of VAT in France and bear all of the costs associated
with having an agent in France for the collection of VAT.
2. AIRBUS A321-100 AIRCRAFT BEARING MSN 597 AND TURKISH REGISTRATION XXXX
TC-ONI (THE "ONUR AIRCRAFT") WHICH IS CURRENTLY BEING LEASED TO ONUR AIR
TASIMACILIK AS ("ONUR").
a. EFFECTIVENESS OF LEASE IN TURKEY. For a financial lease to be valid
and effective in Turkey, it must be drawn up (ex officio) in Turkish
by a Turkish notary public and executed by the lessee and the lessor
before a Turkish notary public. A lease, to be recognized as a
financial lease under Turkish law, must be registered with the Under
Secretariat of Treasury of the Prime Ministry of Turkey and the Civil
Aviation Directorate of the Ministry of Transportation of Turkey (the
"CAD"), after which the CAD will issue the certificate of
registration. Seller is not certain whether the English version or the
Turkish translation of its lease with Onur will govern in any dispute
in the Turkish courts.
3. BOEING 737-4Q8 AIRCRAFT BEARING MSN 25372 AND TURKISH REGISTRATION XXXX
TC-JDI (THE "THY AIRCRAFT") WHICH IS CURRENTLY BEING LEASED TO TURK HAVA
YOLLARI ("THY").
a. EFFECTIVENESS OF LEASE IN TURKEY. According to the Financial Leasing
Law in order for a financial lease to be valid and effective in
Turkey, it must be drawn up (ex officio) in Turkish by a Turkish
notary public and executed by the lessee and the lessor before a
Turkish notary public. A lease, to be recognized as a financial lease
under Turkish law, must be registered with the Under Secretariat of
Treasury of the Prime Ministry of Turkey and the Civil Aviation
Directorate of the Ministry of Transportation of Turkey (the "CAD"),
after which the CAD will issue the certificate of registration. THY
informed Seller that it is exempt from the
-1-
52
requirement that the Turkish translation of the lease be executed by
the parties before a notary public. Seller is not certain if THY even
had the lease translated to Turkish and filed with the appropriate
filing office, but THY did receive a certificate of registration.
Also, Seller is not certain if the English version of the lease or the
Turkish translation, if one does in fact exist, will govern in any
dispute in the Turkish courts.
4. BOEING 757-28A AIRCRAFT BEARING MSN 24367 AND IRISH REGISTRATION XXXX
EI-CLM (THE "TRANSAERO AIRCRAFT") WHICH IS CURRENTLY BEING LEASED TO
TRANSAERO AIRLINES ("TRANSAERO").
a. IMPORT TAX EXEMPTION. The Russian government has imposed a tax on any
western made aircraft which is leased by a Russian airline for longer
than 1 year. Transaero has received a blanket exemption from the
import tax, but the exemption expires during the lease term. The
blanket exemption for Transaero permits Transaero to not pay a tax for
its lease of the Transaero Aircraft. When the blanket exemption
expires, it is quite possible that the parties will need to make
alternative arrangements. But Transaero is quite confident that the
exemption will be extended or the law will be revised.
-2-
53
SCHEDULE 3.03
REQUIRED GOVERNMENTAL AUTHORIZATIONS
1. GENERAL
a. UCC-1 Financing Statements. Seller has not filed any UCC-1 financing
statements for any of the Aircraft Lease Agreements entered into
between Seller (or any of its subsidiaries) and any lessee which is
located outside of the United States of America (including, without
limitations, Aerovias de Mexico, S.A. de C.V. ("AeroMexico") which has
registered its aircraft in the United States of America). In addition,
Seller has either only filed a UCC-1 financing statement setting forth
the lease transaction for the aircraft leased to a lessee in the
United States in the jurisdiction where such lessee's chief executive
office is located or Seller has not filed any UCC-1 financing
statements with respect to such lease transaction. Buyer will need to
decide whether it desires to have UCC-1 financing statements prepared,
executed and filed for the leases.
b. Filings. Seller is not sure if there are any requirements under any
other jurisdictions which are similar to the requirements in the
United States for the filing of UCC-1 financing statements. It is
quite possible that similar requirements exist in these other
jurisdictions.
c. Local Agent for Service of Process. The majority of the leases for the
Aircraft do not contain a local agent for service of process. This is
not necessary under California law, but some of the jurisdictions may
have laws that require the appointment of a local agent for service of
process.
2. BOEING 737-3S3OC AIRCRAFT BEARING MSN 23788 AND FRENCH REGISTRATION XXXX
F-GIXH (THE "AEROPOSTALE AIRCRAFT") WHICH IS CURRENTLY BEING LEASED TO
SOCIETE D'EXPLOITATION AEROPOSTALE S.A. ("AEROPOSTALE")
a. Agent for the Collection of VAT in France. Seller has been informed by
French counsel in the past that the laws of the Republic of France
require Seller to have an agent for the collection of VAT in France.
Seller has never established an agent in France. Upon the sale of the
Aeropostale Aircraft, Buyer may need to establish its own agent for
the collection of VAT in France and bear all of the costs associated
with having an agent in France for the collection of VAT.
54
SCHEDULE 3.03
AUSTRALIA
No requirements or otherwise as advised by local counsel.
55
SCHEDULE 3.03
BRAZIL
A. WITH RESPECT TO THE B747-341 AIRCRAFT MSN 24106,
PRE-DELIVERY:
(1) The Xxxx of Sale, the Novation Agreement and the Lease must be
registered with the Brazilian Aeronautical Registry ("RAB") in a form
acceptable to the RAB and accompanied by a sworn Portuguese translation and
Power of Attorney.
All documents filed with the RAB must be accompanied by at least one
certified copy of the executed documents.
(2) The Novation Agreement must be signed before two witnesses and
registered with the Registry of Deeds. A sworn Portuguese translation must
accompany any document produced in a foreign language.
(3) The Xxxx of Sale must be registered with the Registry of Deeds.
POST DELIVERY:
(1) Lessee must obtain the amendment to the Certificate of Registration
and to the Schedule of Payments by the Foreign Trade Secretariat and the
Central Bank of Brazil approving the remittances to the new lessor.
(2) Amendment of the authorization issued by the Commission for
Coordination of Civil Air Transport ("COTAC").
(3) Approval of the Certificate of Registration and Nationality and the
Certificate of Airworthiness issued by RAB.
(4) Notice to the Federal Review Service informing that ownership of the
aircraft has changed.
(5) De-registration power-of-attorney.
(6) Notice of new agent for service of process as well as acceptance
thereof.
56
SCHEDULE 3.03
(7) Payment of relevant fees.
B. WITH RESPECT TO THE A310-300 AIRCRAFT MSN 437, AS REQUIRED AS ADVISED BY
LOCAL COUNSEL.
57
SCHEDULE 3.03
CHINA
PRE-DELIVERY:
(1) Lessee of Aircraft must file the following documents with the Civil
Aviation Administration of China (The "CAAC"):
(a) The Xxxx of Sale
(b) The Novation
(2) Please Note: On October 21, 1997, China's Premier Xx Xxxx
promulgated two new regulations (both effective as of 10/21/97): (a) the
Aircraft Registration Regulation, and (b) the Rights Registration Regulation.
Both of these Regulations impose new aircraft registration fees; the amount of
such fees to be decided by the CAAC.
58
SCHEDULE 3.03
FRANCE
PRE-DELIVERY:
(1) Special exemption ("arrete") for non-French entity to register
aircraft must be obtained from French Minister of Transport ("MOT") by filing
two original copies of Form CERFA 10094*1 with all required attachments.
(2) After obtaining the arrete, aircraft is registered by filing two
original copies of Form CERFA 10090*01 with the Direction Generale de l'Aviation
Civile ("DGAC") and returning original certificate of registration to the DGAC.
(3) Notice of the Novation Agreement must be served on the Lessee by a
bailiff ("huissier").
(4) Registration of the Novation Agreement using two originals of Form
CERFA 10092*01 must be effected with the following documents attached:
(a) A French summary of the novated lease signed by the new lessor and
the lessee, and
(b) one original of the signed Novation Agreement together with a
signed summary.
59
SCHEDULE 3.03
FIJI
PRE-DELIVERY:
(1) Record in an "advice" signed by both Buyer and Seller of the Aircraft,
the full particulars of Buyer and Lessee and their respective interests in the
Aircraft.
(2) Submit the signed advice to the Civil Aviation Authority of Fiji (the
"CAAF"), along with any information necessary to update the CAAF register with
respect to the Aircraft's transfer of title.
(3) Submit the advice to the CAAF register as near as possible to the day
on which the Aircraft title is to pass. Alternatively, can file the advice with
the CAAF register in advance of the transfer of title, noting that such advice
is "to be effective only upon further notification."
60
SCHEDULE 3.03
HONG KONG
POST-DELIVERY:
(1) Buyer must notify the Director of the Hong Kong Civil Aviation
Department (the "CAD") in writing of a change of legal ownership within 28 days
of transfer of title.
(2) If the transfer occasions the termination of the original lease, CAD
director must be notified of this (no time frame specified).
61
SCHEDULE 3.03
HUNGARY
PRE-DELIVERY:
(1) Apply to the Hungarian Aviation Authority (Legugyi Igazgatosag) for
amendment of registration in the National Aircraft Register.
(2) Customs inspection and customs clearance document if required as
advised by local counsel.
(3) Confirm Aircraft operator in possession of an operating license.
(4) Pay registration and fee.
62
SCHEDULE 3.03
ICELAND
PRE-DELIVERY:
(1) Buyer must register in the National Register of Aircraft at the
Civil Aviation Administration (CAA). The application of registration must be
accompanied by the Xxxx of Sales as well as a Power of Attorney giving
authority to register the transfer of title,
(2) De-registration:
(a) A "clean" certificate must be obtained from the Register of
Rights in Aircraft kept by the City Registrar to the effect that the
Aircraft is unencumbered.
(b) A request must be made to the CAA to de-register based on the
"clean" certificate.
(3) The Lessee applies to the Minister of Communications and obtains an
exemption to register a foreign owned aircraft.
63
SCHEDULE 3.03
IRELAND
PRE-DELIVERY:
Notation on the Aircraft Register of the Buyer's interest and cancellation
of Seller's notation.
64
SCHEDULE 3.03
KOREA
PRE-DELIVERY:
(1) The Buyer must submit the following documentation to the Ministry of
Construction and Transportation, if required as advised by local counsel:
(a) The application for registration
(b) The Purchase Agreement - to be notarized by the consul of the
Korean Embassy in the United States.
(c) A certificate stating that the new owner has paid all Korean
taxes. This is issued by the Korean tax office.
(d) The certificate of nationality of the new lessor.
(e) Notarized power of attorney of agent to perform registration.
65
SCHEDULE 3.03
NETHERLANDS
PRE-DELIVERY:
As required as advised by local counsel
POST-DELIVERY:
The owner of an aircraft registered in the Nationality Register must
inform RLD of the transfer of title to its Aircraft within one month after
transfer of title.
66
SCHEDULE 3.03
PORTUGAL
PRE-DELIVERY:
(1) Registration with the Directorate General of Civil Aviation (the
"DGCA") by filing application including: Power of Attorney from Buyer conferring
power to file application, Novation Agreement, and the Xxxx of Sale; all
endorsed with the Apostil of the Hague Convention.
(2) Lessee must provide the "documentation of the aircraft" to the DGCA.
(3) Pay registration and radio license fee to DGCA and VAT.
67
SCHEDULE 3.03
RUSSIA
PRE-DELIVERY
(1) Register aircraft operating in Russia identified by reference to
lessor and the Lease.
(2) Lessee must receive permission from Central Bank for security deposit.
68
SCHEDULE 3.03
TURKEY
PRE-DELIVERY:
(1) Documents must be submitted to and approved by Undersecretariat of
the Treasury of the Prime Ministry of the Republic of Turkey:
(a) Novation Agreements notarized and apostilled, with notarized
translation into Turkish, or original executed in Turkey in
English and Turkish ("drafted ex officio by a Turkish Notary
Public").
(b) Power of Attorney of person signing the Novation Agreement for
Lessee, new Lessor and existing Lessor (notarized and apostilled
or certified by the Turkish Embassy) and notarized translation
into Turkish.
(c) Xxxx of Sale stating sales price certified by the local Chamber
of Commerce and notarized and certified by the Turkish Embassy or
Consulate (fee charged) and notarized translation into Turkish.
(d) The constitutive documents of new lessor (confirming new lessor
is authorized to own and lease aircraft) plus separate document
containing such confirmation if not in constitutive documents.
After such approval,
(2) Application to Civil Aviation Directorate ("CAD") of:
(a) Xxxx of Sale
(b) Novation Agreement
(c) Revised Insurance certificates
(d) Originals of the Aircraft Registration Certificate
69
SCHEDULE 3.03
(e) Power of Attorney of person signing the Novation Agreement for Lessee,
new lessor and existing lessor (notarized and apostilled or certified
by the Turkish Embassy) and notarized translation into Turkish.
and issuance of new Aircraft Registration Certificates by CAD.
(3) Reissue de-registration powers of attorney.
70
SCHEDULE 3.03
UNITED KINGDOM
POST DELIVERY:
(1) The Lessee is obliged to notify the Civil Aviation Authority ("CAA")
of any change in the information which was furnished to the CAA in connection
with the Lessee's original registration with the CAA.
(2) Buyer must inform the authority in writing of its ownership within 28
days of transfer of title.
71
SCHEDULE 3.03
UNITED STATES
PRE-DELIVERY:
(1) Filed with the Federal Aviation Authority ("FAA"):
(a) AC Form 8050-2 Aircraft Xxxx of Sale
(b) AC Form 8050-1 Aircraft Registration Application
(c) Affidavit of Citizenship of MSAF
(d) Affidavit of Citizenship of beneficiary of Trust
(e) Trust Agreement
(f) Assignment and Assumption Agreement between ILFC and MSAF assigning
all right, title and interest of ILFC in, to and under the existing
lease.
(2) Filed with the Aeronautical Center Counsel ("ACC") for review:
(a) Trust Agreement
then, ACC issues its opinion.
(3) "FLYWIRE" of Aircraft to be flown internationally.
72
SCHEDULE 3.03
SWITZERLAND
PRE-DELIVERY:
(1) New owner must receive authorization of Swiss Civil Aviation Agency
and be entered on the Aircraft Register (Luftfahrzeugregister) and the Aircraft
Record (Luftfahrzeugbuch) (entry on the latter with submission of a document
evidencing transfer of ownership).
(2) Seller must ensure they are struck off the Aircraft Register.
(3) New owner needs an address for notification in Switzerland; if this is
Lessee, Lessee's consent must be obtained.
73
SCHEDULE 3.05
REQUIRED CONSENTS
1. GENERAL
a. LEASE NOVATIONS. The leases for the Aircraft have various requirements
in connection with the sale of the Aircraft. Some of the leases have
net worth requirements for the purchaser of the Aircraft, others have
citizenship requirements and still others have requirements that the
purchaser enter into an assignment and assumption or similar agreement
with the lessee. All of these requirements should be satisfied or
waived by Buyer, Seller and the respective lessee entering into the
appropriate Lease Novations.
b. SUBLEASE ASSIGNMENTS. Some of the lessees have subleased the Aircraft
to third parties. In connection with such subleases, Seller and the
lessee have executed an assignment of the sublease, pursuant to which
such lessee assigned such sublease to Seller for security purposes.
Seller and Buyer will need to send a letter to the appropriate
sublessee stating that if the sublessee receives written notice from
Buyer and not Seller that an event of default has occurred under the
lease between Buyer and the respective lessee that such sublessee
should make its payments to Buyer instead of Seller or Buyer and
Seller should make such other arrangements as they deem appropriate.
c. MANUFACTURER'S CONSENT. In order to transfer the warranties, service
life policies and other product support which the airframe
manufacturer, engine manufacturer or vendors will provide for the
Aircraft, Buyer and Seller must obtain the consent of the airframe
manufacturer, engine manufacturer and vendors (if any) to the sale of
the aircraft and the transfer of the warranties, service life policies
and other product support. This restriction is contained in the
various purchase agreements between the manufacturers and Seller and
most probably in the purchase agreements between the manufacturer and
the entity, if not Seller, which originally purchased one of the
Aircraft from the respective manufacturer.
d. INSURANCE CERTIFICATES. In order to complete the sale of any of the
Aircraft, Buyer and Seller will need to have the appropriate lessee's
insurance provider provide hull, hull war risk and liability insurance
to Buyer and liability insurance coverage to Seller. The appropriate
lessee will need to obtain the consent of its insurance provider
under its insurance policy.
74
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) BOEING 737-548 AIRCRAFT
BEARING SERIAL NUMBER 25165 AND IRISH REGISTRATION EI-CDT (AER LINGUS PLC,
LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificates dated April 3, 1997 and April 7,
1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated as of August 30, 1991
between International Lease Finance Corporation ("ILFC") as Lessor,
and Aer Lingus PLC ("Air Lingus"), as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Side Letter Number 3 to Aircraft Lease Agreement dated
August 8, 1997
B. One copy of Letter (plus copy of facsimile transmission) from Aer
Lingus regarding Second One Year Lease Extension dated October 21,
1996
C. One copy of Letter from Aer Lingus regarding First One Year Lease
Extension dated October 20, 1995
D. One copy of Side Letter Number 2 to Aircraft Lease Agreement dated
April 12, 1994
E. One copy of Letter Agreement No. 1 to Aircraft Lease Agreement dated
August 30, 1991
F. One copy of Aircraft Purchase Agreement between ILFC and Aer
Lingus PLC
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated April 23, 1993
B. One copy of Aircraft Receipt dated April 23, 1993
C. One copy of Boeing Delivery Agenda dated April 23, 1993
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Registration from Irish Aviation Authority
dated April 4, 1997
B. One copy of Certificate of Airworthiness from Irish Aviation Authority
dated April 8, 1997
C. One copy of Certificate of Registration from Ministerio Da Aeronautica
Departamento De Aviacao Civil Registro Aeronautico Brasileiro dated
May 12, 1995
75
D. One copy of Certificate of Airworthiness from Ministerio Da
Aeronautica Departamento De Aviacao Civil Registro Aeronautico
Brasileiro dated May 12, 1995
E. One copy of Cancellation of Irish Registration from Irish Aviation
Authority dated May 12, 1995
F. One copy of Aircraft Station Licence from Department of Tourism,
Transport and Communications of Ireland dated January 28, 1993
G. One copy of Certificate of Registration from Department of Tourism,
Transport and Communications of Ireland dated April 23, 1993
H. One copy of Certificate of Airworthiness from Department of Tourism,
Transport and Communications of Ireland date Xxxxx 00, 0000
X. One copy of Flight Manual Approval from Department of Tourism and
Transport of Ireland dated April 23, 1993
J. One copy of Noise Certificate from Department of Tourism and Transport
of Ireland dated April 23, 1993
K. One copy of Confirmation of Non-Registration from United States
Federal Aviation Administration dated April 16, 1993
L. One copy of Export Certificate of Airworthiness from United States
Federal Aviation Administration dated April 23, 1993
M. One copy of Headset Request Approval from Department of Tourism and
Transport of Ireland date January 7, 1991
N. One copy of Application for an End Use Import Certificate from
Department of Tourism and Trade of Ireland dated April 15, 1993
O. One copy of Application for Registration of Aircraft from Department
of Transport, Energy & Communications dated March 19, 1993
P. One copy of Air Transport License/Air Operator's Certificate (Air
Services Authorisation Order, 1966)
Q. One copy of Certificate of Sanitary Construction from United States
Department of Health and Human Services dated Xxxxx 00, 0000
X. One copy of Certificate of Origin from State of Washington dated
April 23, 1993
S. One copy of General Declaration dated April 23, 1993
T. One copy of Passenger Manifest dated April 23, 1993
U. One copy of Cargo Manifest dated April 23, 1993
VI. COMPANY CERTIFICATES
A. One copy of Certificate of No Default dated April 23, 1993
B. One copy of Certificate of Average Flight Ratio dated April 13, 1993
C. One copy of Certificate of Authority to Accept Delivery dated April 7,
1993
D. One copy of Aer Lingus Power of Attorney
E. One copy of ILFC Power of Attorney
F. One copy of Proforma Invoice dated April 23, 1993
G. One copy of Letter with respect to Air Services Authorization Order,
1966 and Exchange Control dated January 12, 1993
76
SCHEDULE 3.09
H. One copy of Letter with respect to Exchange Control dated October
30, 1991
I. One copy of Extract of Meeting of Board of Director's Meeting held
on July 24, 1991
VII. AGENCY AGREEMENT
A. One copy of Agency Agreement dated December 13, 1991
VIII. OPINION OF COUNSEL
A. One Copy of Opinion of In-House Counsel of Aer Lingus dated April
23, 1993
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated April 23, 1993
B. One copy of Assignment of Warranties (Engines) dated April 23, 1993
C. One copy of letter regarding Consent to Assignment dated April 27,
1993
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
A. One copy of Delivery Exceptions Letter dated April 23, 1993
B. One copy of Boeing facsimile dated September 6, 1991
C. One copy of Airframe and Engine placards
XII. RETURN ACCEPTANCE RECEIPT
NONE
77
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) BOEING 757-2Q8 AIRCRAFT BEARING
SERIAL NUMBER 26272 AND U.S. REGISTRATION N805AM (AEROVIAS DE MEXICO, S.A. DE
C.V., LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance/Reinsurance Certificate dated June 1, 1997
B. One copy of Letter of Undertaking dated June 1, 1997
C. One copy of Filing Confirmation Letter dated November 7, 1994
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated as of February 23, 1994
between International Lease Finance Corporation ("ILFC"), as Lessor,
and Leasing Enterprises, Ltd., as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment No. 3 to Aircraft Lease Agreement dated as of
August 1, 1995
B. One copy of Amendment No. 2 to Aircraft Lease Agreement dated as of
February 13, 1995
C. One copy of Amendment No. 1 to Aircraft Lease Agreement dated March 1,
1994
D. One copy of Side Letter Agreement dated January 7, 1993
IV. ESTOPPEL AND ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate executed by Leasing
Enterprises, Ltd. dated March 1, 1994
B. One copy of Aircraft Receipt executed by Leasing Enterprises, Ltd. and
Aerovias De Mexico, S.A. De C.V. dated March 1, 1994
V. SUBLEASE AGREEMENT
A. One copy of Aircraft Sublease Agreement dated as of February 23, 1994
between Leasing Enterprises, Ltd., as Lessor, and Aerovias de Mexico,
S.A. de C.V. ("Aeromexico"), as Lessee
VI. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment No. 3 to Aircraft Sublease Agreement dated as of
August 1, 1995
B. One copy of Amendment No. 2 to Aircraft Sublease Agreement dated as of
February 13, 1995
78
SCHEDULE 3.09
C. One copy of Amendment No. 1 to Aircraft Sublease Agreement dated
March 1, 1994
VII. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate executed by
Aeromexico dated March 1, 1994
B. One copy of Delivery Agenda executed by Aeromexico dated March 1,
1994
C. One copy of Aircraft Receipt executed by Leasing Enterprises, Ltd.
and Aeromexico dated March 1, 1994
VIII. ASSIGNMENT
A. One copy of Assignment of Sublease dated as of February 23, 1994
IX. CONSENT
A. One copy of Consent and Agreement dated February 23, 1994
X. GUARANTY
A. One copy of Unconditional Guaranty dated as of February 23, 1994
XI. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Registration from United States Federal
Aviation Administration dated June 16, 1994
B. One copy of Temporary Certificate of Registration from United States
Federal Aviation Administration dated June 16, 1994
C. One copy of Confirmation of Deregistration from Direccion General de
Aeronautica Civil of Mexico dated June 14, 1994
D. One copy of Application for Aircraft Registration filed with United
States Federal Aviation Administration
E. One copy of Aircraft Xxxx of Sale filed with United States Federal
Aviation Administration dated March 1, 1994
F. One copy of Affidavit of Continuous Ownership dated Xxxxx 00, 0000
X. One copy of Temporary Authorization from Direccion General de
Aeronautica Civil of Mexico dated Xxxxx 0, 0000
X. One copy of Airworthiness Certificate from Direccion General de
Aeronautica Civil of Mexico dated August 31, 1994
I. One copy of Confirmation of De-Registration from United States
Federal Aviation Administration dated December 9, 1993
J. One copy of Export Certificate of Airworthiness from United States
Federal Aviation Administration dated March 1, 1994
K. One copy of Certificate of Origin from State of Washington dated
March 1, 1994
L. One copy of Certificate of Sanitary Construction dated January 25,
1994
M. One copy of Proforma Invoice dated May 19, 1994
79
SCHEDULE 3.09
N. One copy of Confirmation of Reservation of United States
Registration Numbers from United States Federal Aviation
Administration dated September 10, 1992
XII. COMPANY CERTIFICATES
A. One copy of Board Resolutions of Aeromexico dated February 18, 1994
B. One copy of Incumbency Certificate of Aeromexico dated February 18,
1994
C. One copy of Permit/Approval dated February 21, 1994
D. One copy of Aeromexico Incumbency Certificate dated January 19,
1993
E. One copy of Aeromexico Board Resolutions dated January 19, 1993
F. One copy of Notice to DGAC dated Xxxxx 0, 0000
X. One copy of ILFC Power of Attorney dated February 28, 1994
H. One copy of list of Airports to which the aircraft will be operated
I. One copy of Factura Pro-Forma dated February 23, 1994
J. One copy of Leasing Enterprises Consent of the Directors pursuant
to Articles of Association dated February 24, 1994
K. One copy of Leasing Enterprises Consent of the Members pursuant to
By-Laws dated January 3, 1994
L. One copy of Leasing Enterprises Incumbency Certificate dated
February 24, 1994
XIII. AGENCY AGREEMENT
NONE
XIV. OPINION OF COUNSEL
A. One copy of Opinion of Xxxxxxx, Xxxx & Xxxxxxx, counsel to
Aeromexico dated April 15, 1994
B. One copy of Opinion of In-House Counsel of Aeromexico (regarding
Lease, Sublease, Assignment) dated February 28, 1994
C. One copy of Opinion of In-House counsel of Aeromexico (regarding
Sublease, Guaranty, Consent) dated February 28, 1994
D. One copy of Opinion of Xxxxx, Xxxxxxx x Xxxxxx, S.C., counsel to
Aeromexico dated March 4, 1994
XV. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated March 1, 1994
B. One copy of Xxxxx & Whitney Assignment of Warranties dated March 1,
1994
C. One copy of Xxxxx & Xxxxxxx cover letter dated May 2, 1994
XVI. COOPERATION AGREEMENT
NONE
XVII. TECHNICAL DATA
A. One copy of Boeing Delivery Exceptions Letter dated March 1, 1994
B. One copy of Aeromexico's B-757 Maintenance Services
80
SCHEDULE 3.09
XVIII. RETURN ACCEPTANCE RECEIPT
NONE
81
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) BOEING 737-3S3QC AIRCRAFT
BEARING SERIAL NUMBER 23788 AND FRENCH REGISTRATION F-GIXH (L'AEROPOSTALE,
LESSEE)
I. CORRESPONDENCE
A. One copy of the Letter of Intent dated July 18, 1994
B. One copy of the Insurance Certificate dated November 26, 1996
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated September 12, 1994
between International Lease Finance Corporation ("ILFC"), as
Lessor, and Societe D'Exploitation Aeropostale S.A.
("L'Aeropostale"), as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Side Letter Number 1 to Aircraft Lease Agreement
dated September 12, 1994
B. One copy of Amendment No. 1 to Aircraft Lease Agreement dated as
of January 4, 1995
C. One copy of letter from Xxxxx-Xxxxxxx Associes dated January 12,
1995 regarding review of Amendment No.1 dated December 30, 1994
regarding pooling arrangements
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated
October 27, 1994
B. One copy of Memo dated October 22, 1994 to Xxxx Xxxxxxx of ILFC
from the Borescope Inspector regarding High Pressure Turbine
Nozzle Guide Vane Distress
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Airworthiness issued by Republique
Francaise Direction Generale De L'Aviation Civile dated
November 4, 1994
B. One copy of Certificate of Registration from Republique Francaise
Ministere des Transports dated November 4, 1994
C. One copy of Confirmation of De-Registration from United States
Federal Aviation Authority dated October 26, 1994
D. One copy of Authority to Register Aircraft in ILFC's name from
Republique Francaise Ministere De L'Equipement, Des Transports
et Du Tourisme dated October 12, 1994
E. One copy of Temporary French Certificate of Airworthiness from
Republique Francaise Direction Generale De L'Aviation Civile
dated October 10, 1997
82
SCHEDULE 3.09
F. One copy of Radio Station License from Republique
Francaise Direction Generale De L'Aviation Civile dated
October 7, 1994
G. One copy of Letter from ILFC dated March 31, 1995 with
attachments of Affidavit of Continuous Ownership dated March 13,
1995 and Certificate of the Senior Vice President of ILFC dated
March 13, 1995 regarding the Deregistration of United States
Civil Aircraft document and the Xxxx of Sale
VI. COMPANY CERTIFICATES
A. One copy of ILFC Power of Attorney dated October 19, 1994
B. One copy of ILFC Officer's Certificate dated October 19, 1994
C. One copy of L'Aeropostale Power of Attorney in favor of ILFC
dated October 17, 1994
D. One copy of L'Aeropostale Due Authority and Incumbency
Certificate dated as of October 11, 1994
E. One copy of L'Aeropostale Power of Attorney dated October 17,
1994
F. One copy of L'Aeropostale Officer's Certificate pursuant to
Article 7.2(c) of the Aircraft Lease Agreement dated October 27,
1994
G. One copy of Letter from L'Aeropostale to ILFC regarding exchange
of title to engines dated October 27, 1994
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Xxxxx-Xxxxxxx Associes, counsel to
L'Aeropostale dated October 11, 1994
B. One copy of Opinion of General Counsel of ILFC dated October
[undated], 1994
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated October 27,
1994
B. One copy of facsimile from Xxxxx Xxxx of ILFC clarifying
warranty provisions dated September 6, 1994
X. COOPERATION AGREEMENT
A. One copy of Letter from L'Aeropostale to ILFC regarding exchange
of title to engines dated October 27, 1994
XI. TECHNICAL DATA
A. One copy of Technical Evaluation Report
B. One copy of Boeing Aircraft Transaction Summary dated
December 19, 1994
XII. RETURN ACCEPTANCE RECEIPT
NONE
83
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) XXXXXXXXX XXXXXXX 83 AIRCRAFT
BEARING SERIAL NUMBER 49822 AND FRENCH REGISTRATION F-GHEB (AIR LIBERTE, S.A.,
LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificate dated January 17, 1997
B. One copy of Letter of Intent dated October, 1987
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated October 28, 1997
between International Lease Finance Corporation ("ILFC"), as
Lessor, and Air Liberte S.A. ("Air Liberte"), as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of blacklined draft of Letter Agreement between ILFC and
Air Liberte dated October 13, 1997
B. One copy of Letter Agreement (amendments to Lease) dated
January 29, 1997
C. One copy of Letter of Understanding dated December 16, 1992
D. One copy of Letter of Understanding dated September 24, 1993
E. One copy of Amendment to Aircraft Lease Agreement dated
December 15, 1992
F. One copy of Amendment to Aircraft Lease Agreement dated
October 24, 1991
G. One copy of Letter Agreement dated February 3, 1989
H. One copy of Letter Agreement dated October 5, 1988
I. One copy of Side Letter No. 2 to Aircraft Lease Agreement dated
October 28, 1987
J. One copy of Side Letter No. 3 to Aircraft Lease Agreement dated
October 28, 1987
K. One copy of Amendment to Aircraft Lease Agreement dated
September 24, 1993
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated
December 20, 1988
V. REGISTRATION & CERTIFICATES
A. Once copy of Export License from United States Department of
Commerce dated November 30, 1987 [CANNOT CONFIRM DATE -- DATE IS
NOT ON FORM]
B. One copy of Certificat D'Immatriculation (Certificate of
Registration) from Republique Francaise Ministere des Transports
dated December 12, 1990
C. One copy of Import Certificate from Republique Francaise
Ministere De L'Equipement, Du Logement, Des Transports Et De La
Mer dated December 12, 1990
84
SCHEDULE 3.09
D. One copy of Authority to Register Aircraft in ILFC's name from
Republique Francaise Ministere De L'Equipement, Du Logement, Des
Transports Et De La Mer dated December 10, 1990
E. One copy of Export Certificate of Airworthiness from United
States Federal Aviation Administration dated December 20, 1988
F. One copy of Certificate de Limitation De Nuisances from
Republique Francaise Direction Generale De L'Aviation Civile
dated December 22, 1988
G. One copy of Certificat de Navigabilite from Republique Francaise
Ministere des Transports dated December 22, 1988
H. One copy of Air Operator's Certificate from Republique Francaise
Ministere De L'Equipement, Du Logement, De L'Amenagement Du
Territoire et Des Transports dated as of Xxxxx 00, 0000
X. One copy of Demande de Derogation from ILFC dated October 24,
1988
J. One copy of Resume des Stipulations Contractuelles dated
October 24, 1988
VI. COMPANY CERTIFICATES
A. One copy of Delegation Letter in favor of Xxxx Xxx XXXX dated
October 26, 1987
B. One copy of authorization in French dated April 28, 1994
VII. AGENCY AGREEMENT
A. One copy of Agency Agreement dated October 28, 1987
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Xxxxx-Xxxx Xxxxxx, Avocat de Cour, from
Air Liberte (no date)
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated December 16,
1988
B. One copy of Assignment of Warranties (Engines) dated June 15,
1988
X. TECHNICAL DATA
A. One copy of Detail Specification Letter dated June 15, 1988
B. One copy of Shipper's Export Declaration dated December 16, 1988
XI. RETURN ACCEPTANCE RECEIPT
NONE
85
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) BOEING 737-3X2ER AIRCRAFT
BEARING SERIAL NUMBER 26260 AND FIJIAN REGISTRATION DQ-FJC (AIR PACIFIC LIMITED,
LESSEE)
I. CORRESPONDENCE
A. One copy of Certificate of Insurance dated November 1, 1996
B. One copy of Brokers Letter of Undertaking dated November 1, 1996
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated October 25, 1989
between International Lease Finance Corporation ("ILFC"), as
Lessor, and Air Pacific Limited ("Air Pacific"), as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Side Letter Number 4 to Aircraft Lease Agreement
dated May 20, 1993
B. One copy of Letter regarding Cost Responsibility for APC
Requested Changes to ILFC Baseline Specification dated April 23,
1993
C. One copy of Letter regarding Engine Upgrade vs. CR Cost and Spare
Parts dated September 26, 1991
D. One copy of Side Letter Number 3 to Aircraft Lease Agreement
dated October 26, 1989
E. One copy of Side Letter Number 2 to Aircraft Lease Agreement
dated October 26, 1989
F. One copy of Side Letter Number 1 to Aircraft Lease Agreement
dated October 26, 1989
IV. AGENCY AGREEMENT
A. One copy of Agency Agreement dated as of May 13, 1994
V. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated September
16, 1994
B. One copy of Spare Parts Acceptance Certificate dated September
16, 1994
C. One copy of Boeing Delivery Agenda dated September 16, 1994
D. One copy of Aircraft Receipt dated September 16, 1994
VI. OPINION OF COUNSEL
A. One copy of Opinion of Xxxxx, Leys & Co., counsel to Air
Pacific dated September 1, 1994
B. One copy of Xxxxx, Xxxx & Co., counsel to Air Pacific dated
December 15, 1989
86
SCHEDULE 3.09
VII. REGISTRATION & CERTIFICATES
A. One copy of Application for Registration of Aircraft from Civil
Aviation Authority of Fiji dated June 6, 1994
B. One copy of Certificate of Airworthiness from Civil Aviation
Authority of Fiji dated September 16, 1994
C. One copy of Certificate of Registration of Aircraft from Civil
Aviation Authority of Fiji dated September 16, 1994
D. One copy of Confirmation of Non-Registration from United States
Federal Aviation Administration dated September 9, 1994
E. One copy of Cover Letter to Civil Aviation Authority of Fiji
regarding Aircraft Registration dated June 14, 1994
F. One copy of Export Certificate of Airworthiness from United
States Federal Aviation Administration dated September 16, 1994
G. One copy of Letter from Civil Aviation Authority of Fiji
regarding FAA Export Certificate of Airworthiness Exception dated
September 16, 1994
H. One copy of Certificate of Sanitary Construction from United
States Department of Health and Human Services dated September 8,
1994
I. One copy of Letter regarding waiver of international import
certificate dated May 23, 1990
J. One copy of Confirmation of Certificate of Registration from
Civil Aviation Authority of Fiji dated September 2, 1994
K. One copy of Letter regarding no other import restrictions dated
August 23, 1994 and response dated August 25, 1994
L. One copy of Letter regarding Monthly Payments dated June 28, 1990
M. One copy of Amendment to Air Pacific Limited AOC from Civil
Aviation Authority of Fiji dated September 9, 1994
N. One copy of Letter regarding transition period from Civil
Aviation Authority of Fiji dated September 9, 1994
O. One copy of International Air Service Licence from Ministry of
Tourism and Civil Aviation of Fiji dated September 6, 1994
P. One copy of Confirmation of Registration Allocation from Civil
Aviation Authority of Fiji dated June 16, 1994
Q. One copy of Certificate of Origin from State of Washington dated
September 16, 1994
R. One copy of General Declaration
S. One copy of Passenger Manifest
T. One copy of Cargo Manifest
VIII. COMPANY CERTIFICATES
A. One copy of Air Pacific's Officer's Certificate dated
September 6, 1994
B. One copy of Power of Attorney from Air Pacific Limited dated
October 25, 1989
C. One copy of Record of the Resolution of the Board dated
October 24, 1989
D. One copy of letter regarding maintenance confirmation dated
August 31, 1994
87
SCHEDULE 3.09
E. One copy of Proforma Invoice dated August 30, 1994
F. One copy of Power of Attorney dated October 25, 1989
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated September 16,
1994
B. One copy of Assignment of Rights (Engines) dated September 16,
1994
X. TECHNICAL DATA
NONE
XI. RETURN ACCEPTANCE RECEIPT
NONE
88
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) XXXXXXXXX XXXXXXX 82 AIRCRAFT
BEARING SERIAL NUMBER 49825 AND U.S. REGISTRATION N940AS (ALASKA AIRLINES,
LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificate dated April 1, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Xxxx of Sale dated March 31, 1989
B. One copy of Aircraft Registration dated March 31, 1989
C. One copy of Aircraft Lease Agreement dated as of June 1, 1988
between International Lease Finance Corporation ("ILFC"), as
Lessor, and Alaska Airlines, Inc. ("Alaska Airlines"), as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment Number 3 to Aircraft Lease Agreement dated
as of August 31, 1995
B. One copy of Amendment to Amendment No. 1 to Aircraft Lease
Agreement dated as of May 2, 1989 and executed as of December 26,
1989
C. One copy of Document Filing Confirmation dated July 6, 1989
D. One copy of Amendment No. 1 to Aircraft Lease Agreement dated as
of May 2, 1989
E. One copy of Amendment to Aircraft Lease Agreements dated as of
November 3, 1993
F. One copy of Letter regarding consent to installation of leased
equipment on certain aircraft dated September 28, 1993
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated March 31,
1989
B. One copy of Receipt for Aircraft Document Distribution Checklist
C. One copy of Aircraft Acceptance Agreement dated March 31, 1989
D. One copy of Confirmation of BFE dated December 13, 1988
E. One copy of Letter from ILFC regarding seats on Aircraft, certain
avionics equipment and other various matters dated June 1, 1988
V. OPINION OF COUNSEL
A. One copy of Opinion of Assistant General Counsel of Alaska
Airlines dated March 31, 1989
89
SCHEDULE 3.09
VI. REGISTRATION & CERTIFICATES
A. One copy of Triennial Aircraft Registration Report from United
States Federal Aviation Administration dated November 16, 1994
B. One copy of Air Carrier Operating Certificate from United States
Federal Aviation Administration effective September 23, 1946
[confirm date]
C. One copy of Aircraft Xxxx of Sale filed with United States
Federal Aviation Administration dated November 7, 1991
D. One copy of Aircraft Registration Application filed with United
States Federal Aviation Administration dated November 7, 1991
E. One copy of Assignment and Assumption of Lease filed with United
States Federal Aviation Administration dated November 7, 1991
F. One copy of Certificate of Aircraft Registration from United
States Federal Aviation Administration dated August 29, 1990
G. One copy of Certificate of Aircraft Registration from United
Stated Federal Aviation Administration dated November 7, 1991
H. One copy of Temporary Certificate of Registration from United
Stated Federal Aviation Administration dated November 7, 1991
I. One copy of Standard Airworthiness Certificate from United States
Federal Aviation Administration dated March 25, 1989
J. One copy of Appointment of Authorized Representative dated as of
March 31, 1989
K. One copy of Letter regarding Request for Assignment of Reserved
Registration Number dated December 14, 1988
L. One copy of Confirmation of Reservation of Registration Numbers
from United States Federal Aviation Administration dated July 5,
1988
M. One copy of Notification of Federal Aviation Administration
Filing and Recording from Insured Aircraft Title Services, Inc.
dated August 16, 1989
VII. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Warranties (Engines) dated February 13,
1989
B. One copy of Assignment of Rights (Airframe) dated March 21, 1989
VIII. TECHNICAL DATA
A. One copy of letter from XxXxxxxxx Xxxxxxx dated March 31, 1989
IX. COOPERATION AGREEMENT
NONE
X. AGENCY AGREEMENT
NONE
XI. COMPANY CERTIFICATES
NONE
90
SCHEDULE 3.09
XII. RETURN ACCEPTANCE RECEIPT
NONE
91
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) BOEING 737-4Q8 AIRCRAFT BEARING
SERIAL NUMBER 25104 AND U.S. REGISTRATION N771AS (ALASKA AIRLINES, INC., LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificate dated April 1, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated January 22, 1990
between Alaska Airlines, Inc. ("Alaska Airlines"), as Lessee, and
International Lease Finance Corporation ("ILFC"), as Lessor
III. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment Number 4 to Aircraft Lease Agreement dated
as of August 31, 1995
B. One copy of Amendment No. 3 to Aircraft Lease Agreement dated as
of October 20, 1994
C. One copy of Amendment Number 1 to Aircraft Lease Agreement dated
May 21, 1993
D. One copy of Amendment to Aircraft Lease Agreements dated as of
November 3, 1993
E. One copy of Letter Agreement No. 2 dated December 12, 1990
F. One copy of Letter regarding consent to installation of leased
equipment on certain aircraft dated September 28, 1993
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated May 21, 1993
V. REGISTRATION & CERTIFICATES
A. One copy of Ship/Aircraft Radio Station License from United
States Federal Communications Commission dated March 22, 1994
B. One copy of Standard Airworthiness Certificate from United States
Federal Aviation Administration dated May 21, 1993
C. One copy of Certificate of Sanitary Construction from United
States Department of Health and Human Services dated April 27,
1993
D. One copy of Fuel Request Authorization executed by Boeing dated
May 21, 1993
E. One copy of Certificate of Aircraft Registration from United
States Federal Aviation Administration dated May 21, 1993
F. One copy of Temporary Certificate of Registration from United
States Federal Aviation Administration dated May 21, 1993
92
SCHEDULE 3.09
G. One copy of Aircraft Registration Application filed with United
States Federal Aviation Administration dated May 21, 1993
H. One copy of Tax Exemption Certificate dated May 21, 1993
I. One copy of Certificate of Usage of Material Subject to
Washington State Compensating (Use) Tax dated May 21, 1993
J. One copy of Aircraft Receipt dated May 21, 1993
K. One copy of Xxxx of Sale dated May 21, 1993
L. One copy of Air Carrier Operating Certificate from United States
Federal Aviation Administration effective September 23, 1946
M. One copy of Radio Station License from United States Federal
Communications Commission dated April 17, 1989
VI. COMPANY CERTIFICATES
A. One copy of Delegation of Authority dated May 21, 1993
VII. AGENCY AGREEMENT
A. One copy of Agency Agreement dated May 7, 1990
VIII. OPINION OF COUNSEL
NONE
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Full Assignment of Rights (Airframe) dated
May 21, 1993
B. One copy of Assignment of Warranties (Engines) dated
May 21, 1993
X. TECHNICAL DATA
A. One copy of Boeing Delivery Agenda dated May 21, 1993
B. One copy of letter regarding delivery exceptions, equipment
shortages and aircraft condition items and various other matters
from Boeing dated May 21, 1993
XI. RETURN ACCEPTANCE RECEIPT
NONE
93
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) BOEING 767-300 AIRCRAFT
BEARING SERIAL NUMBER 24798 AND KOREAN REGISTRATION HL7264 (ASIANA AIRLINES,
INC., LESSEE)
I. CORRESPONDENCE
A. One copy of Reinsurance Certificate dated September 22, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated as of July 11, 1997
between International Lease Finance Corporation Ireland Limited
("ILFC"), as Lessor, and Asiana Airlines, Inc. ("Asiana"), as
Lessee
III. HEADLEASE AGREEMENT
A. One copy of Aircraft Headlease Agreement dated as of July 11,
1997 between ILFC, as Lessee, and Aircraft SPC-5, Inc., as Lessor
IV. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment No.1 dated September 8, 1997
V. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated
September 23, 1997
VI. REGISTRATION & CERTIFICATES
A. One copy of Application for Registration of Aircraft filed with
Ministry of Construction and Transportation of Korea dated
September 22, 1997
B. One copy of Export Certificate of Airworthiness from United
States Federal Aviation Administration dated October 4, 1990
VII. COMPANY CERTIFICATES
A. One copy of Quiet Enjoyment Letter from Headlessor dated
September 23, 1997
B. One copy of letter regarding lease rentals dated September 18,
1997
C. One copy of ILFC Power of Attorney dated September 15, 1997
D. One copy of Import Recommendation dated July 21, 1997
E. One copy of Foreign Exchange Approval dated May 24, 1997
F. One copy of Minutes of the Meeting of the Board of Directors
dated September 19, 1997
G. One copy of List and Authorized Signature of Directors dated
September 19, 1997
H. One copy of Power of Attorney dated September 19, 1997
I. One copy of Asiana Officer's Certificate dated September 19, 1997
94
SCHEDULE 3.09
VIII. AGENCY AGREEMENT
NONE
IX. OPINION OF COUNSEL
A. One copy of Opinion of Hanoi Law Offices, counsel to Asiana dated
September, 1997
X. ASSIGNMENT OF WARRANTIES
NONE
XI. COOPERATION AGREEMENT
NONE
XII. TECHNICAL DATA
NONE
XIII. RETURN ACCEPTANCE RECEIPT
NONE
95
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) BOEING 767-204 AIRCRAFT BEARING
SERIAL NUMBER 23807 AND AUSTRALIAN REGISTRATION VH-RMO (BRITANNIA AIRWAYS
LIMITED, LESSEE and ANSETT AUSTRALIA LIMITED, SUBLESSEE)
RELATING TO LEASE AGREEMENT
I. CORRESPONDENCE
A. One copy of Insurance Certificates dated July 1, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated July 15, 1986
between International Lease Finance Corporation ("ILFC'), as
Lessor, and Britannia Airways Limited ("Britannia"), as Lessee
B. One copy of Amended and Restated Aircraft Lease Agreement between
ILFC and Xxxxxxxxx, dated August 30, 1995
C. One copy of Lease Amendment Agreement between ILFC and Xxxxxxxxx
dated March 29, 1996
III. SIDE LETTERS/AMENDMENTS
A. One copy of Aircraft Lease Extension Agreement dated December 11,
1990
B. One copy of Aircraft Lease Extension Agreement dated January 29,
1993
C. One copy of Letter Agreement dated June 28, 1991
D. One copy of Letter Agreement No. 1 dated December 11, 1990
E. One copy of the Subleasing Side Letter dated August 30, 1995
F. One copy of Airworthiness Directive Side Letter dated August 30,
1995
G. One copy of Insurance Side Letter dated August 30, 1995
H. One copy of Global Side Letter to Aircraft Lease Agreement dated
Xxxxx 00, 0000
X. One copy of Agreement dated March 29, 1996 regarding lease
extension agreement
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated August 25,
1987
B. One copy of Aircraft Receipt dated August 25, 1987
V. REGISTRATION & CERTIFICATES
A. One copy of International Import Certificate from United Kingdom
Department of Trade and Industry May 13, 1987
B. One copy of Certificate of Airworthiness from Civil Aviation
Safety Authority of Australia dated July 24, 1996
96
SCHEDULE 3.09
C. One copy of Certificate of Airworthiness from United Kingdom
Civil Aviation Authority dated August 28, 1987
D. One copy of Air Operators Certificate from Civil Aviation Safety
Authority of Australia dated July 18, 1997
E. One copy of Certificate of Approval of Aircraft Radio
Installation from United Kingdom Civil Aviation Authority dated
August 28, 1987
F. One copy of Maintenance Schedule Approval from United Kingdom
Civil Aviation Authority Issue 1 and dated February 1984
G. One copy of Export Certificate of Airworthiness from United
States Federal Aviation Administration dated August 25, 1987
H. One copy of Letter from United Kingdom Civil Aviation Authority
regarding FAA Export Certificate of Airworthiness dated
Xxxxxx 00, 0000
X. One copy of Letter from United Kingdom Civil Aviation Authority
regarding registration of Aircraft dated August 7, 1987
J. One copy of Air Transport Licence from United Kingdom Civil
Aviation Authority dated October 6, 1983
K. One copy of Air Operator's Certificate from United Kingdom Civil
Aviation Authority dated February 17, 1984
L. One copy of Air Navigation Order from United Kingdom Civil
Aviation Authority dated August 5, 1987
M. One copy of Certificate of Registration of Aircraft from United
Kingdom Civil Aviation Authority dated August 4, 1987
N. One copy of Noise Certificate from United Kingdom Civil Aviation
Authority dated August 3, 1987
O. One copy of Certificate of Approval of Aircraft Radio
Installation from United Kingdom Civil Aviation Authority dated
August 3, 1987
P. One copy of Application for Registration of Aircraft or Change in
Ownership filed with United Kingdom Civil Aviation Authority
VI. COMPANY CERTIFICATES
A. One copy of Minutes of the Meeting of the Board of Directors
dated December 7, 1990 regarding resolution and power of attorney
B. One copy of Minutes of a Meeting of the Board of Directors dated
July 24, 1986 regarding resolution and power of attorney
C. One copy of Proforma Invoice dated May 14, 1987
VII. AGENCY AGREEMENT
A. One copy of Agency Agreement dated July 15, 1986
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Counsel from Britannia dated
November 24, 1987
B. One copy of Opinion of Counsel dated August 19, 1986
97
SCHEDULE 3.09
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated August 25, 1987
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
RELATING TO SUBLEASE AGREEMENT
XIII. CORRESPONDENCE
NONE
XIV. ANSETT SUBLEASE
A. One copy of Sublease between Britannia Airways Limited and Ansett
Australia Limited dated March 29, 1996
XV. ASSIGNMENT
A. One copy of Assignment (of Ansett Lease) between Britannia and
ILFC dated March 29, 1996
B. One copy of Letter Agreement to Ansett dated March 29, 1996
regarding consent to sublease
XVI. ESTOPPEL AND ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated May 20,
1996
XVII. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Registration of a Mortgage or Charge
from United Kingdom Registrar of Companies dated April 18, 1996
B. One copy of Ansett Australia's Air Operators Certificate from
Civil Aviation Safety Authority of Australia
C. One copy of Ansett Australia's Certificate of Airworthiness from
Civil Aviation Safety Authority of Australia
XVIII. COMPANY CERTIFICATES
NONE
XIX. AGENCY AGREEMENT
NONE
98
SCHEDULE 3.09
XX. OPINION OF COUNSEL
NONE
XXI. ASSIGNMENT OF WARRANTIES
NONE
XXII. LETTER OF CREDIT
A. One copy of Letter of Credit issued by Royal Bank of Scotland
(Britannia to ILFC)
XXIII. COOPERATION AGREEMENT
NONE
XXIV. TECHNICAL DATA
A. One copy of Ansett Maintenance Program (with transmittal
letters) dated May 15, 1996
XXV. RETURN ACCEPTANCE RECEIPT
NONE
99
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) BOEING 737-4Q8 AIRCRAFT BEARING
SERIAL NUMBER 24234 AND U.S. REGISTRATION N403KW (CARNIVAL AIR LINES, INC.
LESSEE)
I. CORRESPONDENCE
A. One copy of Letter to Carnival dated August 8, 1993 regarding
cover page to Aircraft Lease Agreement
B. One copy of Insurance Certificate dated November 1, 1996
C. One copy of letter dated September 25, 1997 regarding the merger
of Pan Am and Carnival
D. One copy of Letter of Intent dated October 24, 1997
E. One copy of letter from ASG regarding Aircraft inspection of
Carnival Aircraft for Pan Am dated October 27, 1997
F. One copy of letter from Pan Am dated October 14, 1997 together
with attachments of October to December 1997 Monthly Operating
Plan, Calendar Year 1998 Monthly Operating Plan and Plan
Assumptions for the previously mentioned Operating Plans
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated as of March 1, 1993
between International Lease Finance Corporation ("ILFC"), as
Lessor, and Carnival Air Lines, Inc. ("Carnival"), as Lessee
B. Copies of Letters from Insured Aircraft Title Service confirming
filing of Lease with the United States Federal Aviation
Administration with copies of Lease pages date stamped with
recordation information
III. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment Number Two dated as of August 4, 1995
B. One copy of Letter from ILFC dated July 1, 1997 regarding mergers
C. One copy of Amendment Number One dated as of August 3, 1995
D. One copy of Letter from Carnival exercising extension option
dated June 21, 1994
E. One copy of Letter Agreement No. 3 to Aircraft Lease Agreement
dated May 1, 1993
F. One copy of Letter Agreement No. 1 dated March 1, 1993
G. One copy of Letter to Xxxxxx Xxxxx dated March 9, 1993 regarding
delivery location
H. Copy of Reserve Settlement and Release Agreement dated October 8,
1997 together with Pan Am's Power of Attorney
100
SCHEDULE 3.09
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated March 12,
1993
B. One copy of Estoppel and Acceptance Certificate
Attachment/Discrepancies at Delivery Before Test Flight dated
March 12, 1993
V. REGISTRATION & CERTIFICATES
A. One copy of Standard Airworthiness Certificate from United States
Federal Aviation Administration dated November 12, 1992
B. One copy of Certificate of Public Convenience and Necessity for
Interstate and Overseas Air Transportation from United States
Department of Transportation dated December 17, 1990
C. One copy of Certificate of Aircraft Registration from United
States Federal Aviation Administration dated November 4, 1992
D. One copy of Authorization to Change Registration Number from the
United States Federal Aviation Administration dated Xxxxx 00,
0000
XX. COMPANY CERTIFICATES
A. One copy of Letter from Carnival regarding SEC filing dated
March 27, 1996
B. One copy of Carnival's Officer's Certificate dated March 10, 1993
C. One copy of Carnival Power of Attorney dated March 9, 1993
D. One copy of ILFC Power of Attorney dated March 9, 1993
E. One copy of Carnival Secretary's Certificate dated March 12, 1993
F. One copy of Special Corporate Action of Board of Directors of
Carnival Air Lines, Inc. dated Xxxxx 00, 0000
X. One copy of Power of Attorney for Pan Am dated October 10, 1997
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of Opinion of General Counsel from Carnival Air Lines,
Inc., dated March 10, 1993
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated March 12, 1993
B. One copy of Assignment of Warranties (Engines) dated March 12,
1993
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
A. One copy of Inspection Intervals dated October 26, 1993
(maintenance program)
101
SCHEDULE 3.09
XII. RETURN ACCEPTANCE RECEIPT
NONE
102
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) BOEING 737-4Q8 AIRCRAFT BEARING
SERIAL NUMBER 25371 AND U.S. REGISTRATION N404KW (CARNIVAL AIR LINES, INC.
LESSEE)
I. CORRESPONDENCE
A. One copy of letter to Carnival dated August 20, 1993 regarding
cover page to Aircraft Lease Agreement
B. One copy of Insurance Certificate dated November 1, 1996
C. One copy of letter dated September 25, 1997 regarding merger of
Pan Am and Carnival
D. One copy of letter from ASG regarding Aircraft inspection of
Carnival Aircraft by Pan Am dated October 27, 1997
E. One copy of letter from Pan Am dated October 14, 1997 together
with attachments of October to December 1997 Monthly Operating
Plan, Calendar Year 1998 Monthly Operating Plan and Plan
Assumptions for the previously mentioned Operating Plans
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated as of May 19, 1993
between International Lease Finance Corporation ("ILFC"), as
Lessor, and Carnival Air Lines Inc. ("Carnival"), as Lessee
B. Copies of Letters verifying filing of Lease and Amendments with
the United States Federal Aviation Administration
III. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment Number 3 to Aircraft Lease Agreement dated
as of May 8, 1997
B. One copy of letter from ILFC dated July 1, 1997 regarding mergers
C. One copy of Amendment Number 2 to Aircraft Lease Agreement dated
as of July 13, 1995
D. One copy of Amendment Number 1 to Aircraft Lease Agreement dated
as of July 6, 1995
E. Copy of Reserve Settlement and Release Agreement dated October 8,
1997 together with Pan Am's Power of Attorney
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated July 31,
1993
V. REGISTRATION & CERTIFICATES
103
SCHEDULE 3.09
A. One copy of Standard Airworthiness Certificate from United States
Federal Aviation Administration dated August 6, 1993
B. One copy of Certificate of Aircraft Registration from United
States Federal Aviation Administration dated August 4, 1993
C. One copy of Temporary Certificate of Aircraft Registration from
United States Federal Aviation Administration dated August 4, 1993
D. One copy of Certificate of Public Convenience and Necessity for
Interstate and Overseas Air Transportation from United States
Department of Transportation dated December 17, 1990
E. One copy of Aircraft Registration Application filed with United
States Federal Aviation Administration dated July, 1993
F. One copy of Deregistration Confirmation from Civil Aviation
Authority of the Cayman Islands dated August 2, 1993
VI. COMPANY CERTIFICATES
A. One copy of letter from Carnival with respect to SEC filing dated
March 27, 1996
B. One copy of Carnival's Officer's Certificate dated
September 16, 1993
C. One copy of the Special Corporate Action of Board of Directors of
Carnival Air Lines, Inc. dated August 1, 1993
D. One copy of Power of Attorney from Carnival dated July 28, 1993
E. One copy of Power of Attorney from Carnival dated July 30, 1993
F. One copy of Power of Attorney from ILFC dated July 30, 1993
G. One copy of Power of Attorney from ILFC dated July 28, 1993
H. One copy of Power of Attorney for Pan Am dated October 10, 1997
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of Opinion of General Counsel of Carnival Air Lines
dated August 4, 1993
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated July 31, 1993
B. One copy of Assignment of Warranties (Engine) dated July 31, 1993
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
A. One copy of the Inspection Intervals
XII. RETURN ACCEPTANCE RECEIPT
104
SCHEDULE 3.09
NONE
105
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) AIRBUS A300-600R AIRCRAFT
BEARING SERIAL NUMBER 555 AND U.S. REGISTRATION N8888P (CHINA AIRLINES, LTD.,
LESSEE)
I. CORRESPONDENCE
A. One copy of fax from ILFC dated October 22, 1997 regarding
subsidy
B. One copy of fax from ILFC regarding C7 check dated October 20,
1997
C. One copy of fax from China Airlines regarding subsidy dated
October 20, 1997
D. One copy of fax from China Airlines regarding trade-in dated
October 15, 1997
E. One copy of fax from China Airlines dated September 18, 1997
regarding lead-time for FAA Maintenance Program Approval
F. One copy of fax from China Airlines regarding documentation dated
September 15, 1997
G. One copy of fax from China Airlines dated August 25, 1997
regarding engine swap
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated October 17, 1997
between ILFC, as Lessor, and China Airlines, Ltd., as Lessee
III. SIDE LETTERS/AMENDMENTS
NONE
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
NONE
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Aircraft Registration from United
States Federal Aviation Administration dated August 5, 1997
B. One copy of Temporary Certificate of Aircraft Registration from
United States Federal Aviation Administration dated August 5,
1997
C. One copy of Letter from Xxxxxxxxx, Xxxxxx & Xxxxxxxx regarding
filing confirmation of Affidavit of Continuous Ownership dated
July 31, 1997 and Aircraft Registration Application dated
August 1, 1997
D. One copy of Cancellation of Registration of Aircraft from
Republique Francaise Ministere De L'Equipement, Des Transports
et Du Logement dated August 1, 1997
E. One copy of Aircraft Registration Application filed with United
States Department of Federal Aviation Administration dated
August 1, 1997
106
SCHEDULE 3.09
VI. COMPANY CERTIFICATES
A. One copy of ILFC Proforma Invoice dated September, 1997
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
NONE
IX. ASSIGNMENT OF WARRANTIES
NONE
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
107
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) BOEING 737-3Q8 AIRCRAFT BEARING
SERIAL NUMBER 26295 AND CHINESE REGISTRATION B-2937 (CHINA HAINAN AIRLINES,
LESSEE)
I. CORRESPONDENCE
A. One copy of Irrevocable Letter of Guarantee dated December 5,
1993
B. One copy of Reinsurance Certificate dated April 1, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated June 9, 1993 between
ILFC, as Lessor, and China Hainan Airlines ("China Hainan") as
Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Commission Agreement dated March 16, 1993
B. One copy of Side Letter No. 1 to Aircraft Lease Agreement dated
June 9, 1993
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate for Spare Parts
dated December 9, 1993
B. One copy of Estoppel and Acceptance Certificate dated December 9,
1993
V. REGISTRATION & CERTIFICATES
A. One copy of Export Certificate of Airworthiness from United
States Federal Aviation Administration dated December 17, 1993
B. One copy of Application for Export Certificate of Airworthiness
filed with United States Federal Aviation Administration dated
December 17, 1993
C. One copy of Export Certificate Number Assignment Card from United
States Federal Aviation Administration dated December 17, 1993
D. One copy of Confirmation of De-Registration from United States
Federal Aviation Administration dated December 15, 1993
E. One copy of Temporary Certificate of Aircraft Registration from
United States Federal Aviation Administration dated December 9,
1993
F. One copy of Certificate of Aircraft Registration from United
States Federal Aviation Administration dated December 9, 1993
G. One copy of Application for Aircraft Registration filed with
United States Federal Aviation Administration
H. One copy of Certificate of Sanitary Construction from United
States Department of Health and Human Services dated December 10,
1993
108
SCHEDULE 3.09
I. One copy of Export Certificate of Airworthiness from United
States Federal Aviation Administration dated December 9, 1993
J. One copy of Boeing Aircraft Receipt dated December 9, 1993
K. One copy of Exemption Certificate regarding Federal Retailer's
Excise Tax dated December 9, 1993
L. One copy of Certificate of Usage of Material Subject to
Washington State Compensating (Use) Tax dated December 9, 1993
M. One copy of Aircraft Xxxx of Sale filed with United States
Federal Aviation Administration dated December 9, 1993
N. One copy of Standard Airworthiness Certificate from United
States Federal Aviation Administration dated December 9, 1993
O. One copy of Nationality Registration Certificate of Civil
Aircraft of People's Republic of China from Civil Aviation
Administration of China
P. One copy of Airworthiness Certificate of Civil Aircraft from
Civil Aviation Administration of China
Q. One copy of Xxxx of Sale dated December 9, 1993
R. One copy of Certificate from State Administration of Foreign
Exchange Control-Hainan Branch dated October 15, 1993
VI. COMPANY CERTIFICATES
A. One copy of Certificate of Incumbency of Board of Directors of
Hainan Airlines dated November 30, 1993
B. One copy of Power of Attorney in favor of Xx. Xxx Hongon dated
December 9, 1993
C. One copy of Power of Attorney in favor of ILFC dated
December 9, 1993
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of legal opinion from Hainan, the 2nd Law Office, dated
December 1993
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Warranties (Engines) dated as of
December 9, 1993
B. One copy of Full Assignment of Rights (Airframe) dated as of
December 9, 1993
X. COOPERATION AGREEMENT
A. One copy of Cooperation Agreement dated December 9, 1993
XI. TECHNICAL DATA
A. One copy of Delivery Exceptions Letter dated December 9, 1993
B. One copy of Delivery Agenda dated December 9, 1993
109
SCHEDULE 3.09
C. One copy of Inventory List
D. One copy of Certificate of Origin dated December 9, 1993
E. One copy of Boeing letter regarding Ferry Flight Services dated
as of December 1, 1993
F. One copy of letter to ILFC regarding maintenance program dated
November 29, 1993 with accompanying maintenance schedules issued
June 22, 1993
G. One copy of Letter from ILFC regarding confirmation that the
information submitted regarding the aircraft maintenance program
is acceptable dated November 29, 1993
XII. RETURN ACCEPTANCE RECEIPT
NONE
110
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) AIRBUS A320-200 AIRCRAFT
BEARING SERIAL NUMBER 414 AND HONG KONG REGISTRATION B-HYR (HONG KONG DRAGON
AIRLINES, LESSEE)
I. CORRESPONDENCE
A. One copy of Letter of Undertaking dated November 1, 1996
B. One copy of Insurance Certificate dated November 1, 1996
C. One copy of Letter of Intent between ILFC and TransAer dated
October 22, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated December 6, 1991 between
International Lease Finance Corporation ("ILFC"), as Lessor, and Hong
Kong Dragon Airlines Limited ("Dragonair"), as Lessee
B. One copy of the Subordination Agreement between Dragonair and ILFC
dated June 30, 1993
III. SIDE LETTERS/AMENDMENTS
A. One copy of Extension Letter Agreement dated August 14, 1997
B. One copy of Side Letter No. 3 to Aircraft Lease Agreement dated
July 20, 1992
C. One copy of TCAS Letter Agreement dated September 10, 1993
D. One copy of Side Letter No. 2 to Aircraft Lease Agreement dated
December 6, 1991
E. One copy of Side Letter No. 1 to Aircraft Lease Agreement dated
December 6, 1991
F. One copy of Amendment Number 1 to Aircraft Lease Agreement dated
May 18, 1993
G. One copy of Amendment Number 2 to Aircraft Lease Agreement dated
May 18, 1993
H. One copy of Amendment Number 3 to Aircraft Lease Agreement dated
July 17, 1997
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated May 18, 1993
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Registration of Aircraft from Hong Kong
Civil Aviation Department dated May 18, 1993
B. One copy of certificat de Navigabilite pour Exportation from
Republique Francaise Ministere des Transports dated May 17, 1993
111
SCHEDULE 3.09
C. One copy of Certificate de Limitation de Nuisances pour
Exportation from Republique Francaise Direction Generale De
L'Aviation Civile dated May 17, 1993
D. One copy of Letter from Hong Kong Civil Aviation Department to
ILFC dated May 27, 1993
E. One copy of letter from Xxxxxxx Xxxxxx & Master to ILFC dated
June 2, 1993
F. One copy of letter from Hong Kong Civil Aviation Department to
Xxxxxxx Xxxxxx & Master dated May 27, 1993
G. One copy of letter from ILFC to Xxxxxxx Xxxxxx & Master dated May
21, 1993
H. One copy of letter from ILFC to Hong Kong Civil Aviation
Authority dated May 18, 1993
I. One copy of Air Operator's Certificate from Hong Kong Civil
Aviation dated March 10, 1993
J. One copy of Hong Kong Air Transport (Licensing of Air Services)
Regulations dated February 25, 1987
VI. COMPANY CERTIFICATES
A. One copy of ILFC Proforma Invoice dated August 26, 1994
B. One copy of Officer's Certificate of Hong Kong Dragon Airlines
dated May 5, 1993
C. One copy of Notarial Certificate dated February 17, 1993
D. One copy of Certificate of Incumbency and Resolutions dated
December 10, 1991
E. One copy of Dragonair Power of Attorney dated February 17, 1993
F. One copy of Letter from Dragonair to ILFC dated May 5, 1993
regarding board resolution
VII. AGENCY AGREEMENT
A. See Assignment of Warranty and Support Rights listed below
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Xxxxxxx Xxxxxx & Master, counsel to
Dragonair dated June 21, 1993
B. One copy of Opinion of Xxxxxxx Xxxxxx & Master, counsel to
Dragonair dated June 30, 1993 regarding Hong Kong Tax Structure
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Warranty and Support Rights dated as of
February 26, 1993
X. COOPERATION AGREEMENT
NONE
112
SCHEDULE 3.09
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
113
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) AIRBUS A320-200 AIRCRAFT
BEARING SERIAL NUMBER 393 AND HONG KONG REGISTRATION B-HYO (HONG KONG DRAGON
AIRLINES LIMITED, LESSEE)
I. CORRESPONDENCE
A. One copy of Letter of Undertaking dated November 1, 1996
B. One copy of Insurance Certificate dated November 1, 1996
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement between International Lease
Finance Corporation ("ILFC"), as Lessor, and Hong Kong Dragon Airlines
Limited ("Dragonair"), as Lessee dated December 6, 1991
B. One copy of Aircraft Lease Agreement dated November 1997 between ILFC,
as Lessor, and Caledonian Airways Ltd., as Lessee (unsigned)
C. One copy of the Subordination Agreement between Dragonair and ILFC
dated June 30, 1993
III. SIDE LETTERS/AMENDMENTS
A. One copy of Extension Letter Agreement dated August 14, 1997
B. Two copies of Amendment Number Two to Aircraft Lease Agreement dated
as of July 17, 1997
C. One copy of Amendment Number One to Aircraft Lease Agreement dated
February 25, 1993
D. One copy of Side Letter No. Three to Aircraft Lease Agreement dated
December 18, 1992
E. One copy of Letter dated March 17, 1993 in reference to Side Letter
No. 3
F. One copy of Side Letter No. One to Aircraft Lease Agreement dated
December 6, 1991
G. One copy of TCAS Letter Agreement dated September 10, 1993
H. One copy of Side Letter No. 1 to Aircraft Lease Agreement for
Caledonian lease dated November 1997 (unsigned)
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated February 26,
1993
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Approval of Aircraft Radio Installation
from Hong Kong Civil Aviation Department dated February 26, 1993
B. One copy of Noise Certificate from Hong Kong Civil Aviation
Department dated February 26, 1993
114
SCHEDULE 3.09
C. One copy of Letter from Hong Kong Civil Aviation Department dated
March 10, 1993 with respect to aircraft registration.
D. One copy of Certificate of Airworthiness from Hong Kong Civil Aviation
Department dated February 26, 1993
E. One copy of Certificate of Origin from European Community dated
February 22, 1993
F. One copy of Aircraft Station License from Hong Kong Telecommunication
Authority dated February 26, 1993
G. One copy of Certificate of Registration from Hong Kong Civil Aviation
Department dated February 26, 1993
H. One copy of Air Operator's Certificate from Hong Kong Civil Aviation
Department dated January 28, 1992
I. One copy of Air Operator's Certificate from Hong Kong Civil Aviation
Department dated March 10, 1993
J. One copy of Telegram regarding ILFC's lease rights dated February 18,
1993
K. One copy of Letter from ILFC dated February 19, 1993 in response to
February 18, 1993 Telegram
L. One copy of Letter from Hong Kong Civil Aviation Department dated
February 23, 1993
M. One copy of Letter from Xxxxxxx Xxxxxx & Master regarding Dragonair
dated December 14, 1992
N. One copy of Letter from Xxxxxxx Xxxxxx & Master dated February 25,
1993 with response from ILFC dated February 25, 1993
O. One copy of Letter from Hong Kong Civil Aviation Department regarding
ILFC registration dated January 8, 1993
P. One copy of Letter from Xxxxxxx Xxxxxx & Master regarding Dragon Air
Registration dated January 11, 1993
Q. One copy of Letter from Xxxxxxx Xxxxxx & Master regarding
Import/Export License dated February 5, 1993
R. One copy of Letter from Xxxxxxx Xxxxxx & Master regarding
Import/Export License dated February 9, 1993
S. One copy of Letter from Xxxxxxx Xxxxxx & Master dated February 10,
1993 regarding Letter from Hong Kong Department of Trade dated
February 3, 1993
VI. COMPANY CERTIFICATES
A. One copy of Certificate of Incumbency and Resolutions dated December
10, 1991
B. One copy of ILFC Proforma Invoice dated August 26, 1994
C. One copy of Officer's Certificate dated February 19, 1993
VII. AGENCY AGREEMENT
A. See Assignment of Warranty and Support Rights listed below
115
SCHEDULE 3.09
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Xxxxxxx Xxxxxx & Master, counsel to Dragonair
dated March 12, 1993
B. One copy of Opinion of Xxxxxxx Xxxxxx & Master, counsel to Dragonair
dated January 6, 1993
C. One copy of Xxxxxxx Xxxxxx & Master, counsel to Dragonair dated
January 19, 1993
D. One copy of the f Xxxxxxx Xxxxxx & Master, counsel to Dragonair dated
June 30, 1993 regarding Hong Kong Tax Structure
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Warranty and Support Rights dated as of
February 26, 1993
X. TECHNICAL DATA
NONE
XI. RETURN RECEIPT ACCEPTANCE
NONE
116
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) BOEING 757-28A AIRCRAFT BEARING
SERIAL NUMBER 24260 AND U.S. REGISTRATION N757GA (GUYANA AIRWAYS, LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificate/Broker's Letter of Undertaking dated
July 18, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement between ILFC, as Lessor, and
Guyana Airways Corporation, as Lessee dated September 13, 1993
III. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment No. 1 to Aircraft Lease Agreement dated January
4, 1994
B. One copy of Letter Agreement No. 1 to Aircraft Lease Agreement dated
September 13, 1993
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated December 3, 1993
B. One copy of Air Transat Technical Records checklist
V. REGISTRATION & CERTIFICATES
A. One copy of Notification of Federal Aviation Administration Filing and
Recording from Insured Aircraft Title Services, Inc. dated January 20,
1994
B. One copy of B757 Aircraft Operation Approval from Republic of Guyana
Civil Aviation Department dated November 19, 1993
C. One copy of License to Operate an Air Service from Republic of Guyana
Civil Aviation Department dated November 22, 1993
D. One copy of Certificate of Aircraft Registration from United States
Federal Aviation Administration dated November 19, 0000
X. Xxx xxxx xx Xxxxxxxx Xxxxxxxxxxxxx Xxxxxxxxxxx xxxx Xxxxxx Xxxxxx
Federal Aviation Administration dated November 19, 1993
F. One copy of Temporary Certificate of Aircraft Registration from United
States Federal Aviation Administration dated November 19, 1993
VI. COMPANY CERTIFICATES
A. One copy of Power of Attorney dated November 26, 1993
B. One copy of Incumbency Certificate dated November 26, 1993
C. One copy of Board Resolutions dated September 29, 1993 [CONFIRM DATE]
117
SCHEDULE 3.09
D. One copy of Power of Attorney dated November 11, 1993
E. One copy of Certificate of Sanitary Construction from DHSS dated
November 9, 1993
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Counsel from xx Xxxxxx, Xxxxxxxxxxx & Xxxxxx
dated September 13, 1993 (confirm date)
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Tripartite Warranty Agreement (Engines) dated December 3,
1993
B. One copy of Assignment of Rights (Airframe) dated December 3, 1993
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
A. One copy of ILFC Technical Evaluation Report
XII. RETURN ACCEPTANCE RECEIPT
NONE
118
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) BOEING 737-3S3 AIRCRAFT
BEARING SERIAL NUMBER 23811 AND ICELAND REGISTRATION TF-FIE (ICELANDAIR, LESSEE)
I. CORRESPONDENCE
A. One copy of Addendum Number One to Certificate of Insurance dated
September 16, 1997
B. One copy of Insurance Certificate dated September 15, 1996 and one
copy of Reinsurance Certificate dated September 23, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated September 11, 1997 between
ILFC, as Lessor, and Flugleidir h.f. (d/b/a Icelandair), as Lessee
B. One copy of Aircraft Wet Lease dated September 19, 1997
III. SIDE LETTERS/AMENDMENTS
A. One copy of Side Letter No. 1 to Aircraft Lease Agreement dated
September 11, 1997
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated September 18,
1997
B. One copy of Technical Evaluation Report from ILFC
V. REGISTRATION & CERTIFICATES
A. One copy of Authorization for Ferry Flight from Republic of Iceland
Ministry of Communications dated September 17, 1997
B. One copy of Certificate of Registration from Republic of Iceland Civil
Aviation Administration dated September 17, 1997
C. One copy of Flight Operation License from Republic of Iceland Ministry
of Communications dated December 30, 1994
D. One copy of Air Operator's Certificate from Republic of Iceland Civil
Aviation Administration dated December 29, 1994
E. One copy of Confirmation of De-Registration from United States Federal
Aviation Administration dated September 16, 1997
F. One copy of Letter regarding request for immediate deregistration of
aircraft filed with United States Federal Aviation Administration from
ILFC dated September 12, 1997
G. One copy of Filing Confirmation Memo from Xxxxxxxxxx, Xxxxxx &
Peregrin dated September 12, 1997
119
SCHEDULE 3.09
H. One copy of Standard Airworthiness Certificate from United States
Federal Aviation Administration dated September 4, 1997
I. One copy of Export Certificate of Airworthiness from United States
Federal Aviation Administration dated September 14, 1997
VI. COMPANY CERTIFICATES
A. One copy of Board Resolution dated September 16, 1997
B. One copy of Deregistration Power of Attorney dated September 17, 1997
C. One copy of Power of Attorney (for Xx. Xxxxxxxxxxx) dated September
16, 1997
D. One copy of Power of Attorney (for Mr. Vilhjalmsson) dated September
16, 1997
E. One copy of Registration Power of Attorney dated September 12, 1997
F. One copy of Power of Attorney (for Xx. Xxxxxxx) dated September 16,
1997
G. One copy of Power of Attorney (for ILFC)
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Counsel from Adalsteinsson & Partners dated
September 17, 1997
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Warranties (Engines) dated September 18,
1997
B. One copy of Assignment of Rights (Airframe) dated September 18, 1997
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
120
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) FOKKER F-70 AIRCRAFT BEARING
SERIAL NUMBER 11569 AND HUNGARIAN REGISTRATION HA-LMC (MALEV HUNGARIAN AIRLINES,
LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificate dated December 1,
1996
B. One copy of letter to Xx. Xxxxxxxx Xxxxx dated March 26, 1996
C. One copy of letter to Xxxxx Xxxxxxx from Xxxxxx Xxxxxx regarding
restructuring
D. One copy of letter from MALEV to Xx. Xxxxxx X. Xxxxxxx and Xx. Xxxxxxx
xxx Xxxxx, regarding Cooperation Agreement regarding Engines dated
September 5, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated September 21, 1994 between
International Lease Finance Corporation ("ILFC"), as Lessor, and
Malev Hungarian Airlines, PLC ("Hungarian Airlines"), as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment Number 3 to Aircraft Lease Agreement dated March
8, 1996
B. One copy of Amendment No. 2 to Aircraft Lease Agreement dated March 8,
1996
C. One copy of Amendment Number 1 to Aircraft Lease Agreement dated July
10, 1995
D. One copy of Change Order FA-119-02 dated November 20, 1995
E. One copy of Side Letter No. 1 to three Aircraft Lease Agreements dated
September 21, 1994
F. One copy of Side Letter No. 2 to three Aircraft Lease Agreements dated
September 21, 1994
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Delivery Agenda dated March 8, 1996
B. One copy of Delivery Agenda dated March 8, 1996
C. One copy of Estoppel and Acceptance Certificate dated March 8, 1996
D. One copy of Confirmation Letter from X.X. Xxxxxx to Malev Hungarian
Airlines dated February 21, 1996
E. One copy of Commitment Letter dated March 8, 1996
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Technical Acceptance dated March 8, 1996
121
SCHEDULE 3.09
B. One copy of Certificate of Airworthiness for Export No. E-1448 from The
Kingdom of the Netherlands Ministry of Transport and Public Works dated
March 7, 1996
C. One copy of Statement of Non-Registration from The Kingdom of the
Netherlands Ministry of Transport, Public Works and Water Management
dated March 7, 1996
D. One copy of Noise Certificate from Republic of Hungary Ministry of
Transport, Communication and Water Management dated March 8, 1996
E. One copy of Certificate of Aircraft Registration from Republic of
Hungary Ministry of Transport, Communication and Water Management
dated March 8, 1996
F. One copy of Certificate of Airworthiness from Republic of Hungary
Ministry of Transport, Communication and Water Management dated Xxxxx
0, 0000
X. One copy of Aircraft Station License from Republic of Hungary General
Inspectorate of Communications dated July 12, 1995
H. One copy of Air Operator's Certificate from Republic of Hungary
Ministry of Transport, Communication and Water Management dated
October 31, 1995
I. One copy of Modification Difference List from Fokker Aircraft B.V.
dated April 24, 1995
J. One copy of Statement of Compliance from Fokker Aircraft B.V. dated
February 13, 1996
K. One copy of RLD-Statement from The Kingdom of the Netherlands Ministry
of Transport and Public Works dated February 13, 1996
L. One copy of RLD Export "Certifying Statement" for U.S. to A20EU from
Federal Aviation Administration in Brussels, Belgium dated February
14, 1996
VI. COMPANY CERTIFICATES
A. One copy of Proforma Invoice dated March 7, 1997
B. One copy of Power of Attorney dated March 5, 1996
C. One copy Officer's Certificate dated March 7, 1996
D. One copy of Delegation of Authority-77-A dated March 6, 1996
E. One copy of Aviation Authority Undertaking Letter dated March 3, 1996
F. One copy of Certificate of All Necessary Licences for Importation and
Ferrying dated Xxxxx 0, 0000
X. One copy of Extract from the Board of Directors session held December
19, 1995
H. One copy of Extract from the Board of Directors session held June 24,
1994
I. One copy of Incumbency Certificate dated December 15, 1995
J. One copy of Officer's Certificate dated February 7, 1996
K. One copy of Power of Attorney dated Xxxxx 0, 0000
XXX. AGENCY AGREEMENT
NONE
122
SCHEDULE 3.09
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Xx. Xxxxx Xxxxx, counsel to Hungarian Airlines
dated March 5, 1996
IX. ASSIGNMENT OF WARRANTIES
A. One copy of ILFC letter to Rolls Royce regarding assignment of
warranties dated March 8, 1996
X. COOPERATION AGREEMENT
A. One copy of Cooperation Agreement Regarding Engines dated September
5, 1997
XI. TECHNICAL DATA
A. One copy of Name Plates
XII. COMPANY CERTIFICATES
NONE
123
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) FOKKER F-70 AIRCRAFT BEARING
SERIAL NUMBER 11565 AND HUNGARIAN REGISTRATION HA-LMB (MALEV HUNGARIAN AIRLINES,
LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificate dated December 1, 1996
B. One copy of letter to Xx. Xxxxxxxx Xxxxx dated March 26, 1996
C. One copy of letter to Xxxxx Xxxxxxx from Xxxxxx Xxxxxx regarding
restructuring
D. One copy of letter from MALEV to Xx. Xxxxxx Xxxxxxx and Mr. Huibert
van Doom regarding the Cooperation Agreement regarding engines dated
September 5, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated September 21, 1994 between
ILFC, as Lessor, and Malev Hungarian Airlines, PLC, as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Change Order FA-119-02 dated November 20, 1995
B. One copy of Amendment Number 3 to Aircraft Lease Agreement dated
February 14, 1996
C. One copy of Amendment No. 2 to Aircraft Lease Agreement dated
February 14, 1996
D. One copy of Amendment Number 1 to Aircraft Lease Agreement dated
July 10, 1995
E. One copy of Side Letter No. 1 to three Aircraft Lease Agreements dated
September 21, 1994
F. One copy of Side Letter No. 2 to three Aircraft Lease Agreements dated
September 21, 1994
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated February 14,
1996
B. One copy of Delivery Agenda dated February 14, 1996
C. One copy of Commitment Letter dated February 14, 1996
D. One copy of Customer Snaglist dated January 31, 1996
E. One copy of Customer Rectification Request dated December 15, 1995
F. One copy of Aircraft Technical Log dated February 12, 1996
G. One copy of Aircraft Technical Log dated February 6, 1996
124
SCHEDULE 3.09
V. REGISTRATION & CERTIFICATES
A. One copy of Air Agency Certificate from United States Federal Aviation
Administration dated October 23, 1962
B. One copy of RLD Export "Certifying Statement" for U.S. to A20EU from
Federal Aviation Administration in Brussels, Belgium dated February
14, 1996
C. One copy of Certificate of Compliance from Fokker Aircraft B.V. dated
February 5, 1996
D. One copy of Noise Certificate from Republic of Hungary Ministry of
Transport, Communication and Water Management dated February 14, 1996
E. One copy of Certificate of Aircraft Registration from Republic of
Hungary Ministry of Transport, Communication and Water Management
dated February 14, 1996
F. One copy of Aircraft Station Licence from Republic of Hungary General
Inspectorate of Communications dated July 12, 1995
G. One copy of Certificate of Airworthiness from Republic of Hungary
Ministry of Transport, Communications and Water Management dated
February 14, 1996
H. One copy of Certificate of Airworthiness for Export No. E-1436 from
The Kingdom of the Netherlands Ministry of Transport and Public Works
dated February 6, 1996
I. One copy of Statement of Non-Registration from The Kingdom of the
Netherlands Ministry of Transport, Public Works and Water Management
dated February 6, 1996
J. One copy of RLD-Statement from The Kingdom of the Netherlands Ministry
of Transport and Public Works dated February 13, 1996
K. One copy of Modification Difference List from Fokker Aircraft B.V.
dated February 12, 1996
VI. COMPANY CERTIFICATES
A. One copy of Aviation Authority Undertaking Letter from Hungarian
Ministry of Transport dated January 15, 1996
B. One copy of Certificate of All Necessary Licences for Importation and
Ferrying dated February 7, 1996
C. One copy of Officer's Certificate dated February 7, 1996
D. One copy of Power of Attorney dated February 7, 1996
E. One copy of Air Inspectorate Resolution dated January 25, 1996
F. One copy of Incumbency Certificate dated December 15, 1995
G. One copy of Authorization for Import from Transport Chief Supervision
Authority dated October 31, 1995
H. One copy of Extract from the Board of Directors session held December
19, 1995
I. One copy of Air Operator's Certificate from Hungarian Ministry of
Transport dated October 31, 1995
J. One copy of Extract from the Board of Directors session held June 24,
1994
125
SCHEDULE 3.09
K. One copy of Air Waybill 000-12342676 dated February 5, 1996
L. One copy of Advice Note from Fokker Aircraft B.U. Schiphol to MALEV
dated February 5, 1997
M. One copy of ILFC Proforma Invoice 96070019 dated February 8, 1996
N. One copy of Fokker Proforma Invoice dated January 26, 1996
O. One copy of ILFC Proforma Invoice dated February 8, 1996
P. One copy of Name Plates
Q. One copy of Delegation of Authority-77 dated December 15, 1995
R. One copy of Power of Attorney dated January 31, 1996
S. Two copies of Certificate of Technical Acceptance dated February 14,
1996
T. One copy of Maintenance Schedule dated November 1, 1995
U. Multiple copies of Malev Airbill dated February 7, 1997 to ILFC
V. One copy of RLD-Statement dated February 13, 1996
W. One copy of Hungarian Registration Request dated February 12, 1996
X. One copy of Modification Summary Report dated February 12, 1995
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Xx. Xxxxx Xxxxx, counsel of Hungarian Airlines
dated February 1, 1996
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Warranties (Engines) dated February 29,
1996
B. One copy of Partial Assignment of Purchase Agreement (Aircraft)
dated November 15, 1995
X. COOPERATION AGREEMENT
A. One copy of Cooperation Agreement regarding Engines dated September
5, 1997
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
126
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) FOKKER F-70 AIRCRAFT BEARING
SERIAL NUMBER 11564 AND HUNGARIAN REGISTRATION HA-LMA (MALEV HUNGARIAN
AIRLINES, LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificate dated December 1,
1996
B. One copy of letter to Xx. Xxxxxxxx Xxxxx dated March 26,
1996
C. One copy of letter regarding new organizational structure
from Xxxxxx Xxxxxx to Xxxxx Xxxxxxx
D. One copy of letter to Xx. Xxxxxx X. Xxxxxxx and Huibert van Doom
regarding Cooperation Agreement regarding engines dated
September 5, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated September 21, 1994 between
ILFC, as Lessor, and Malev Hungarian Airlines, PLC, as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Change Order FA-119-02 dated
November 20, 1995
B. One copy of Change Order FA-119-01 dated as of
November 15, 1995
C. One copy of Amendment Number 1 to Aircraft Lease
Agreement dated July 10, 1995
D. One copy of Amendment No. 2 to
Aircraft Lease Agreement dated December 20, 1995
E. One copy of Amendment Number 3 to Aircraft Lease Agreement dated
December 20, 1995
F. One copy of Side Letter No. 1 to three Aircraft
Lease Agreements dated September 21, 1994
G. One copy of Side Letter No. 2 to three Aircraft Lease Agreements
dated September 21, 1994
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Commitment Letter Dated December 20, 1995
B. One copy of Customer Snaglists dated November 28, 1995 and
December 18, 1995
C. One copy of four customer rectification requests dated
December 15/18, 1995
D. One copy of Delivery Agenda dated December 20, 1995
E. One copy of Estoppel and Acceptance Certificate dated December 20, 1995
127
SCHEDULE 3.09
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Airworthiness from Republic of Hungary
Ministry of Transport, Communication and Water Management dated
December 20, 1995
B. One copy of Certificate of Airworthiness from The Kingdom of the
Netherlands Ministry of Transport and Public Works for Export No.
E-1435 dated December 20, 1995
C. One copy of Statement of Non-Registration from The Kingdom of the
Netherlands Ministry of Transport dated December 20, 1995
D. One copy of Certificate of Aircraft Registration from Republic of
Hungary Ministry of Transport, Communication and Water Management
dated December 20, 1995
E. One copy of Noise Certificate from Republic of Hungary Ministry of
Transport, Communication and Water Management dated December 20, 1995
F. One copy of Air Agency Certificate from United States Federal Aviation
Administration dated October 23, 1962
VI. COMPANY CERTIFICATES
A. One copy of Extract from the Malev Board of Directors session held
December 19, 1995
B. One copy of Certificate of Technical Acceptance executed by ILFC dated
December 20, 1995
C. One copy of Certificate of Configuration Compliance from Fokker dated
December 20, 1995
D. One copy of Payment of Total Loss Agreement dated December 19, 1995
E. One copy of Certificate of All Necessary Licences for Importation and
Ferrying from Malev dated December 20, 1995
F. One copy of Aviation Authority Undertaking Letter from Hungarian Civil
Aviation Directorate dated November 3, 1995
G. One copy of Delegation of Authority-77 dated December 15, 1995
H. One copy of Name Plates
I. One copy of Certificate of Establishment from Hungarian Civil Aviation
Directorate dated December 15, 1995
J. One copy of translation from Hungarian 975.639/1990 Decision of
Incorporation dated February 14, 1990
K. One copy of translation from Hungarian 655.630/1986 Decision of
Incorporation dated December 8, 1986
L. One copy of translation of Approval of Imported Aircraft Lease by
Hungarian National Bank dated December 12, 1995
M. One copy of Officer's Certificate dated December 20, 1995
N. One copy of Power of Attorney dated December 20, 1995
O. One copy of translation of Aircraft Operation Permit from Hungarian
Civil Aviation Directorate dated December 5, 1995
128
SCHEDULE 3.09
P. One copy of Decision of Authorization for Import from Transport
Chief Supervision Authority dated October 31, 1995
Q. One copy of Extract from Malev Board of Directors Session dated
December 19, 1995
R. One copy of Extract of Incumbency Certificate dated December 15, 1995
S. One copy of Air Operator's Certificate from Hungarian Civil Aviation
Directorate dated October 31, 1995
T. One copy of Extract from the Malev Board of Directors Session held
June 24, 1994
U. One copy of Power of Attorney dated December 15, 1995
V. One copy of ILFC Proforma Invoice S1350012 dated December 20, 1995
W. One copy of Fokker Air Waybill 000-12342444 dated December 20, 1995
X. One copy of Fokker Advice Note dated December 20, 1995
Y. One copy of Invoice 95/5764A dated December 13, 1995
Z. One copy of ILFC Proforma Invoice dated December 20, 1995
AA. One copy of Extract from the seventh Malev Board of Director Session
dated June 24, 1994
BB. One copy of translation of Exchange Control Approval dated December
12, 1995
CC. One copy of translation of Aircraft Operation Permit dated December
5, 1995
VII. AGENCY AGREEMENT
A. One copy of ILFC Inspection Authorization Letter dated September 26,
1995
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Xx. Xxxxx Xxxxx, counsel to Hungarian Airlines
dated December 11, 1995
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Partial Assignment of Purchase Agreement among ILFC
("Assignor"), Malev ("Assignee") and Fokker ("Seller") dated November
15, 1995
B. One copy of TAY 620 Warranty Agreement between Rolls-Royce Commercial
Aero Engines Limited, ILFC and MALEV Hungarian Airlines, PLC dated
December 20, 1995
X. COOPERATION AGREEMENT
A. One copy of Cooperation Agreement regarding Engines dated September
5, 1997
XI. TECHNICAL DATA
NONE
129
SCHEDULE 3.09
XII. RETURN ACCEPTANCE RECEIPT
NONE
130
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) AIRBUS A320-200 AIRCRAFT
BEARING SERIAL NUMBER 279 AND BRITISH REGISTRATION G-MONY (MONARCH AIRLINES
LTD., LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificate dated May 8, 1997
B. One copy of Letter of Undertaking dated May 8, 1997
C. One copy of Insurance Certificate dated April 17, 1997
D. One copy of Letter of Undertaking dated April 17, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated as of January 7, 1993
between International Lease Finance Corporation, as Lessor, and
Monarch Airlines Ltd., as Lessee
III. SIDE LETTERS/AMENDMENTS
A. Two copies of Amendment Number 1 to Aircraft Lease Agreement dated
June 5, 1995
B. One copy of Amendment Number 2 to Aircraft Lease Agreement dated
June 25, 1997
C. One copy of Assignment and Transfer of Rights dated January 7, 1993
D. One copy of letter from ILFC regarding Insurance dated January 7, 1993
E. One copy of letter from ILFC regarding various delivery items dated
January 7, 1993
F. One copy of letter from ILFC regarding Indemnification dated
January 7, 1993
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated January 11, 1993
B. One copy of List of Manuals Information
V. REGISTRATION & CERTIFICATES
A. One copy of Confirmation of Registration from United Kingdom Civil
Aviation Authority dated April 2, 1996
B. One copy of Certificate of Registration from United Kingdom Civil
Aviation Authority dated January 11, 1993
C. One copy of Certificate of Airworthiness from United Kingdom Civil
Aviation Authority dated April 29, 1994
D. One copy of Letter from United Kingdom Civil Aviation Authority
regarding U.K. Registry Removal dated May 1, 1995
131
SCHEDULE 3.09
E. One copy of Confirmation of Registration from United Kingdom Civil
Aviation Authority dated April 28, 1995
F. One copy of Certificate of Airworthiness from United Kingdom Civil
Aviation Authority dated March 15, 1993
G. One copy of Confirmation of Registration from United Kingdom Civil
Aviation Authority dated January 12, 1993
H. One copy of Application for Registration of Aircraft or Change of
Ownership filed with United Kingdom Civil Aviation Authority dated
December 3, 1992
I. One copy of Air Transport Licence from United Kingdom Civil Aviation
Authority dated August 13, 1990
J. One copy of Air Operator's Certificate from United Kingdom Civil
Aviation Authority dated March 9, 1993
K. One copy of Import Entry dated January 11, 1993
L. One copy of Certificate of Registration of Aircraft from United
Kingdom Civil Aviation Authority dated April 28, 1995
M. One copy of Confirmation of Deregistration from Canadian Civil
Aircraft Register dated January 11, 1993
VI. COMPANY CERTIFICATES
A. One copy of Power of Attorney from Monarch dated January 11, 1993
B. One copy of Power of Attorney from Monarch dated January 8, 1993
C. One copy of Monarch Officer's Certificate dated January 11, 1993
D. One copy of Minutes from Monarch Board of Directors Meeting held
January 7, 1993
E. One copy of Incumbency Certificate dated January 7, 1993
F. One copy of ILFC Proforma Invoice dated January, 1993
G. One copy of Power of Attorney from International Lease Finance
Corporation dated January 5, 1993 H. One copy of ILFC Proforma
Invoice dated January 7, 1993
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of Machins Opinion of Counsel dated January 11, 1993
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Warranty Agreement (Airframe) dated
November 18, 1993
B. One copy of Assignment of Warranties (Engines) dated January 11, 1993
132
SCHEDULE 3.09
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
A. One copy of Letter regarding Number of Components dated March 23, 1993
B. One copy of Clarification Letter dated March 29, 1993
C. One copy of letter of Crew Training Allowances dated July 27, 1993
D. One copy of Invoice 30880 dated July 28, 1993
E. One copy of Confirmation of Delivery dated March 3, 1993
F. One copy of Contract Component Discrepancy List
G. One copy of fax from ILFC to Xxxxx Xxxxx dated March 25, 1997
regarding the list of components
XII. RETURN ACCEPTANCE RECEIPT
NONE
133
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) AIRBUS A321-100 AIRCRAFT
BEARING SERIAL NUMBER 597 AND TURKISH REGISTRATION TC-ONI (ONUR AIR TASIMACILIK,
A.S., LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificates dated May 7, 1997 and June 4, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated as of April 13, 1995
between ILFC, as Lessor, and Onur Air Tasimacilik, A.S. ("Onur Air"),
as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment Number One to Aircraft Lease Agreement dated as
of May 21, 1996
B. One copy of Letter regarding A321-100 Lease Amendments dated June 30,
1996
C. One copy of Amendment No. 1 to Aircraft Lease Agreement dated as of
December 13, 1995
D. One copy of Side Letter Number One dated April 13, 1995
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel & Acceptance Certificate dated May 21, 1996
B. One copy of Delivery Agenda dated May 21, 1996
C. One copy of List of Documents dated May 21, 1996
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Registration from Republic of Turkey
Ministry of Transport and Communications dated May 23, 1996
B. One copy of Certificate of Airworthiness from Republic of Turkey
Ministry of Communication and Transportation dated May 23, 1996
C. One copy of Certificate of Non-Registration from Federal Republic of
Germany Federal Civil Aviation Administration dated May 13, 1996
D. One copy of Export Certificate of Airworthiness from United States
Federal Aviation Administration dated March 5, 1996 regarding engine
msn V-10168
E. One copy of Log of Engine Test dated March 3, 1996 regarding engine
msn V-10168
F. One copy of Log of Engine Test dated February 22, 1996 regarding
engine msn V-10169
G. One copy of Export Certificate of Airworthiness from United States
Federal Aviation Administration dated February 27, 1996 regarding
engine msn V-10169
134
SCHEDULE 3.09
H. One copy of Temporary Certificate of Registration from Republic of
Turkey Ministry of Communications dated May 17, 1996
I. One copy of Temporary Certificate of Airworthiness from Republic of
Turkey Ministry of Communication and Transportation dated May 17, 1996
J. One copy of Export Certificate of Airworthiness from Federal Republic
of Germany Federal Airworthiness Authority dated May 21, 1996
K. One copy of Certificate of Non-Registration from Federal Republic of
Germany Federal Civil Aviation Administrator dated May 13, 1996
VI. COMPANY CERTIFICATES
A. One copy of Power of Attorney in favor of ILFC
B. One copy of Officer's Certificate dated May 20, 1996
C. One copy of Delivery Power of Attorney dated April 16, 1996
D. One copy of ILFC Delivery Power of Attorney dated May 16, 1996
E. One copy of ILFC Invoice dated June 21, 1996
F. One copy of notarized Certificate of the Vice President and Treasurer
dated Xxxxx 00, 0000
X. One copy of Market Value Statement dated Xxxxx 00, 0000
X. One copy of notarized Certificate of Secretary dated Xxxxx 00, 0000
X. One copy of notarized Certificate of the Vice President and Treasurer
dated March 29, 1996
J. One copy of Market Value Statement (estimated) dated March 29, 1996
K. One copy of notarized Certificate of the Secretary dated March 29,
1996
L. One copy of cover of ILFC 10-K report
M. One copy of notarized Articles of Incorporation of KH Acquisition
Corporation
N. One copy of Certificate of Corporate Status dated April 5, 1993
O. One copy of Turkish Treasury Approval
VII. AGENCY AGREEMENT
A. One copy of Participation Agreement between ILFC, Onur Air and AVSA
dated May 21, 1996
B. One copy of AVSA Credit Note dated May 21, 1996
VIII. OPINION OF COUNSEL
A. One copy of Karako Opinion of Counsel dated April 22, 1996
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated May 21, 1996
B. One copy of Amendment No. 1 to Assignment Agreement dated May 21, 1996
X. COOPERATION AGREEMENT
NONE
135
SCHEDULE 3.09
XI. TECHNICAL DATA
A. One copy of ILFC Ownership and Lease Placards Checklist dated May 21,
1966
B. One copy of AVSA Commitment Letter dated May 21, 1996
XII. RETURN ACCEPTANCE RECEIPT
NONE
136
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) AIRBUS A310-300 AIRCRAFT
BEARING SERIAL NUMBER 409 AND SWISS REGISTRATION HB-IPH (SWISSAIR, LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificate dated January 16, 1997
B. One copy of Letter of Undertaking dated January 16, 1997
C. One copy of letter regarding return of Aircraft dated September 4, 1997
D. One copy of the Message to Shareholders of the SwissAir Group
E. One copy of Letter of Intent between ILFC and Passaredo Transportes
Aereos dated September 26, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated December 20, 1996 between
ILFC, as Lessor, and Swissair, Swiss Air Transport Company Ltd., as
Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Global Side Letter No. 1 to A310-300 Aircraft Lease
Agreements dated December 20, 1996
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Lessee Acceptance Certificate dated January 16, 1997
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Registration from Swiss Confederation
Federal Office for Civil Aviation dated January 16, 1997
B. One copy of Certificate of Registration from Swiss Confederation
Federal Office for Civil Aviation dated May 30, 1995
C. One copy of Certificate of Airworthiness from Swiss Confederation
Federal Office for Civil Aviation dated May 30, 1996
VI. COMPANY CERTIFICATES
NONE
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
NONE
137
SCHEDULE 3.09
IX. ASSIGNMENT OF WARRANTIES
NONE
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
138
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) AIRBUS A310-300 AIRCRAFT
BEARING SERIAL NUMBER 410 AND SWISS REGISTRATION HB-IPI (SWISSAIR, LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificates dated January 16, 1997
B. One copy of Letter of Undertaking dated January 16, 1997
C. One copy of letter regarding return of Aircraft dated September 4, 1997
D. One copy of the Message to Shareholders of the SwissAir Group
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated December 20, 1996 between
ILFC, as Lessor, and SwissAir, Swiss Air Transport Company Ltd.,
as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Global Side Letter No. 1 to A310-300 Aircraft Lease
Agreements dated December 20, 1996
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Lessee Acceptance Certificate dated January 16, 1997
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Airworthiness from Swiss Confederation
Federal Office for Civil Aviation dated May 30, 1996
B. One copy of Certificate of Registration from Swiss Confederation
Federal Office for Civil Aviation dated January 16, 1997
VI. COMPANY CERTIFICATES
NONE
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
NONE
IX. ASSIGNMENT OF WARRANTIES
NONE
139
SCHEDULE 3.09
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
140
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) BOEING 737-382 AIRCRAFT BEARING
SERIAL NUMBER 25161 AND PORTUGUESE REGISTRATION CS-TIK (TAP AIR PORTUGAL,
LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificate dated June 30, 1997
B. One copy of Letter of Undertaking dated July 1, 1997
C. One copy of Certificate of Reinsurance dated July 1, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated as of February 15, 1990
between ILFC, as Lessor, and Transportes Aereos Portugueses, E.P.
("TAP Air Portugal"), as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment Number Six to Aircraft Lease Agreement dated
February 3, 1997
B. One copy of Amendment Number Five to Aircraft Lease Agreement dated
June 30, 1995
C. One copy of Amendment Number Four to Aircraft Lease Agreement dated
January 1, 1995
D. One copy of Amendment Number Three to Aircraft Lease Agreement dated
January 1, 1995
E. One copy of Amendment Number Two to Aircraft Lease Agreement dated
February 12, 1993
F. One copy of Amendment Number One to Aircraft Lease Agreement dated
December 1, 1992
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated February 25,
1992
B. One copy of Delivery Agenda dated February 25, 1992
V. REGISTRATION & CERTIFICATES
A. One copy of Letter regarding Certificate of Registration No. 3/92 from
Ministerio Das Obras Publicas, Transportes E Comunicacoes of Portugal
dated March 2, 1992
B. One copy of Certificate of Registration from Direccao-Geral Da AviaCao
Civil of Portugal dated March 2, 1992
141
SCHEDULE 3.09
C. One copy of Certificate of Airworthiness from Direccao-Geral Da
AviaCao Civil of Portugal dated March 2, 1992
D. One copy of Noise Certificate from Direccao-Geral Da AviaCao Civil of
Portugal dated March 2, 1992
E. One copy of Aircraft Station Licence from Direccao-Geral Da AviaCao
Civil of Portugal dated February 14, 1992
F. One copy of International Import Certificate from Direccao-Geral
Da Comerco Externo dated February 7, 1992
G. One copy of Export Certificate of Airworthiness from United States
Federal Aviation Administration dated February 25, 1992
H. One copy of a Letter from Direccao-Geral Da AviaCao Civil of Portugal
dated January 10, 1989
I. One copy of Application for Aircraft Registration filed with Portuguese
Civil Aviation Authority dated February 7, 1992
J. One copy of Certificate of Origin from State of Washington dated
February 25, 1992
K. One copy of Confirmation of Non-Registration from United States
Federal Aviation Administration dated February 12, 1992
L. One copy of Special Flight Permit from Direccao-Geral Da AviaCao Civil
of Portugal dated February 14, 1992
M. One copy of Certificate of Sanitary Construction from United States
Department of Health and Human Services dated February 4, 1992
N. One copy of Application for Provisional Airworthiness Certificate
for Ferry Flight dated February 7, 1992
O. One copy of the Application for Provisional Registration dated
February 7, 1992
P. One copy of the Application for Noise Certificate dated February 7,
1997
Q. One copy of the Application for Airworthiness Certificate from
Portuguese Directorate of Civil Aviation dated February 7, 1992
R. One copy of the Application for Final Registration dated February 7,
1992
S. One copy of Application for Radio Station License dated February 7,
1992
T. One copy of ILFC Proforma Invoice dated February 5, 1992
U. One copy of ILFC Proforma Invoice dated February 19, 1992
V. One copy of notarized Registration Power of Attorney in favor of TAP
Air Portugal dated February 13, 1992
W. One copy of letter regarding Air Operator's Certificate/Air Transport
License dated April 14, 1989
X. One copy of Decree-Laws 471-A/76, 414-A/77 and 460-A/79 with
translation
VI. COMPANY CERTIFICATES
A. One copy of translation of Decree-Law 312/91
B. One copy of letter regarding Decree-Law 312/91 dated August 21, 1991
142
SCHEDULE 3.09
VII. AGENCY AGREEMENT
A. One copy of Agency Agreement between ILFC and TAP Air Portugal
dated July 18, 1990
VIII. OPINION OF COUNSEL
A. One copy of TAP Air Portugal Opinion of Counsel dated February 25,
1992
B. One copy of letter regarding Opinion of Counsel dated March 16, 1992
C. One copy of Statement dated February 25, 1992 regarding Aircraft
Lease Agreement
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Full Assignment of Rights (Airframe) dated February 25,
1992
B. One copy of Assignment of Warranties (Engines) dated February 25,
1992
C. One copy of Letter to CFMI dated February 25, 1992
X. COOPERATION AGREEMENT
A. One copy of Second Amended and Restated Engines Agreement dated July
26, 1994
B. One copy of Amended and Restated Engines Agreement dated August 28,
1992
C. One copy of Supplement to Second Amended and Restated Engines
Agreement dated as of February 19, 1997
D. One copy of Supplement to Second Amended and Restated Engines
Agreement dated June 28, 1996
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
143
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) BOEING 737-4Q8 AIRCRAFT
BEARING SERIAL NUMBER 25372 AND TURKISH REGISTRATION TC-JDI (TURK HAVA YOLLARI,
LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificates dated December 27, 1996 and June
30, 1997
B. One copy of Broker's Letter of Undertaking dated February 4, 1997 and
Letter of Undertaking dated December 27, 1996
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated as of September 11, 1990
between ILFC, as Lessor, and Turk Hava Yollari, as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Letter regarding Rental Rebate dated April 13, 1993
B. One copy of Amendment Number 1 to Aircraft Lease Agreement dated April
13, 1993
C. One copy of Letter Agreement No. 7 to Aircraft Lease Agreement dated
September 11, 1990
D. One copy of Letter Agreement No. 6 to Aircraft Lease Agreement dated
September 11, 1990
E. One copy of Letter Agreement No. 5 to Aircraft Lease Agreement dated
September 11, 1990
F. One copy of Letter Agreement No. 4 to Aircraft Lease Agreement dated
September 11, 1990
G. One copy of Letter Agreement No. 3 to Aircraft Lease Agreement dated
September 11, 1990
H. One copy of Letter Agreement No. 2 to Aircraft Lease Agreement dated
September 11, 1990
I. One copy of Letter Agreement No. 1 to Aircraft Lease Agreement dated
September 11, 1990
IV. REGISTRATION & CERTIFICATES
A. One copy of Air Operator's Certificate from Turkiye Cumhuriyeti
Ulastirma Bakanligi dated October 25, 1984
B. One copy of Vendor List
C. One copy of Temporary Certificate of Registration from Republic of
Turkey Ministry of Transport and Communications dated April 14, 1992
144
SCHEDULE 3.09
D. One copy of Temporary Certificate of Worthiness from Republic of
Turkey Ministry of Communications dated April 14, 1992
E. One copy of Export Certificate of Airworthiness from United States
Federal Aviation Administration dated May 8, 1992
F. One copy of Certificate of Registration from Republic of Turkey
Ministry of Transport and Communications dated May 11, 1992
G. One copy of Certificate of Worthiness from Republic of Turkey Ministry
of Transport and Communications dated May 11, 1992
H. One copy of Confirmation of Registration (Turkish) dated May 4, 1992
V. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated May 8, 1992
B. One copy of Delivery Agenda dated May 8, 1992
VI. COMPANY CERTIFICATES
A. One copy of Officer's Certificate dated January 23, 1996
B. One copy of Declaration of Representation and Warranties of Article 20
dated April 27, 1992
C. One copy of letter of No Documentation dated April 27, 1992
D. One copy of letter of No Requirement dated April 27, 1992
E. One copy of Certificate dated April 2, 1992
F. One copy of Resolution No. 56 dated April 2, 1992
G. One copy of Resolution No. 111 dated June 14, 1990
H. One copy of Circular Note dated Xxxxx 0, 0000
X. One copy of Certificate dated September 4, 1990
J. Power of Attorney dated April 29, 1992
VII. AGENCY AGREEMENT
A. One copy of Agency Agreement dated January 10, 1992
VIII.OPINION OF COUNSEL
A. One copy of Opinion of In-House Counsel of Turk Hava dated April 27,
1992
B. One copy of Opinion of In-House Counsel of ILFC dated May 8, 1992
C. One copy of Amended Legal Opinion from Turk Hava Yollari dated
November 2, 1990
IX. COOPERATION AGREEMENT
A. One copy of Cooperation Agreement Regarding Engines dated April 27,
1992
X. ASSIGNMENT OF WARRANTIES
A. One copy of Full Assignment of Rights (Airframe) dated May 8, 1992
B. One copy of CFM Assignment of Warranties dated May 9, 1992
145
SCHEDULE 3.09
C. One copy of Confirmation Letter to CFM dated May 3, 1992
XI. TECHNICAL DATA
A. One copy of Maintenance Check Intervals dated November 23, 1992
B. One copy of Maintenance Program Revision 5 dated December, 1989
C. One copy of Boeing Delivery Exceptions Letter dated May 8, 1992
D. One copy of Galley Substantiation dated April 9, 1992
E. One copy of fax from Turk Hava Yollari regarding Maintenance Program
dated March 23, 1992
F. One copy of letter from Turkish Directorate General of Civil Aviation
dated August 19, 1991
XII. RETURN ACCEPTANCE RECEIPT
NONE
146
SCHEDULE 3.09
INDEX TO DOCUMENTS
LEASE #1
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE(1) BOEING 757-28A AIRCRAFT BEARING
SERIAL NUMBER 24367 AND IRISH REGISTRATION EI-CLM (TRANSAERO AIRLINES, LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificate dated June 5, 1997
B. One copy of Certificate of Reinsurance dated April 8, 1997
C. One copy of letter to Xx. Xxxxxxxx with Forms 6166 attached dated
Xxxxx 00, 0000
X. One copy of notarized Power of Attorney for ILFC Aircraft Holdings,
Inc. dated June 30, 1995
E. One copy of letter from Transaero dated August 25, 1995 regarding
Russian Taxation Formalities
F. One copy of letter from IRS dated July 31, 1995
G. One copy of letter from Xxxxxx X. Xxxxxxx, IRS Certification of Filing
a Tax Refund
H. One copy of letter to Xxxxx Xxxx from X. Xxxxxx regarding Maintenance
Activities dated Xxxxxx 0, 0000
X. One copy of letter from Xxxxx Xxxx to Xxxxxxx Xxxxxxxx regarding an
Occurrence of a Default as a result of Problems with the Maintenance
Program dated August 6, 1996
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Novation Agreement dated February 28, 1995
among Transaero Airlines, ILFC Aircraft Holding Corporation, ILFC
Ireland Limited, and ILFC
B. One copy of Aircraft Intermediate Head Lease Agreement dated February
28, 1995 between ILFC Aircraft Holding Corporation, as Lessee and ILFC
Ireland Limited, as Lessor
C. One copy of Aircraft Lease Agreement dated February 22, 1995 between
Transaero Airlines as Lessee and ILFC as Lessor
D. Aircraft Head Lease Agreement dated as of February 28, 1995 between
ILFC Ireland Limited and International Lease Finance Corporation
III. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment Number Three to Aircraft Lease Agreement dated
February 28, 1997
147
SCHEDULE 3.09
B. One copy of Amendment Number Two to Aircraft Lease Agreement dated
February 21, 1997
C. One copy of Double Taxation application dated July 12, 1996
D. One copy of Side Letter Number Three to Aircraft Lease Agreement
dated February 25, 1995
E. One copy of Side Letter Number Four to Aircraft Lease Agreement
dated February 29, 1996
F. One copy of Side Letter Number Two to Aircraft Lease Agreement dated
February 22, 1995
G. One copy of Side Letter Number One to Aircraft Lease Agreement dated
February 22, 1995
H. One copy of Amendment Number One to Aircraft Lease Agreement dated
November 24, 1995
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated March 24, 1995
V. REGISTRATION & CERTIFICATES
A. One copy of Letter from Xxxxxxx Aerospace (with various application
forms attached) dated March 13, 1995
B. One copy of Certificate of Airworthiness from Irish Aviation
Authority dated March 24, 1995
C. One copy of Certificate of Registration from Irish Aviation
Authority dated March 24, 1995
D. One copy of Confirmation of De-Registration from United States
Federal Aviation Administration dated March 23, 1995
E. One copy of Certificate of Aircraft Registration from United States
Federal Aviation Administration dated November 19, 1993
F. One copy of Confirmation of Authorization of Change of Registration
Number to N38ILF from United States Federal Aviation Administration
dated January 25, 1995
VI. COMPANY CERTIFICATES
A. One copy of Transaero Officer's Certificate dated March 24, 1995
B. One copy of Maintenance Program
C. One copy of ILFC Holding Company Proforma Invoice dated March 14,
1995
D. One copy of Transaero Incumbency Certificate dated March 23, 1995
E. One copy of Certificate of Insurance dated March 23, 1995
F. One copy of Deregistration Power of Attorney dated Xxxxx 00, 0000
X. One copy of Power of Attorney for Xxxx Xxxxxxx dated Xxxxx 0, 0000
X. One copy of Extract from Minutes of the Transaero Board of Directors
dated March 2, 1995
148
SCHEDULE 3.09
I. One copy of Transaero Incumbency Certificate dated Xxxxx 0, 0000
XXX. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of Sokolov, Maslov & Partners A.O. Opinion of Counsel dated
February 21, 1995
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated February 22, 1995
B. One copy of Tripartite Warranty Agreement dated March 24, 1995
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
A. List of Manuals received with aircraft and log books
B. Technical Evaluation Report
149
SCHEDULE 3.09
INDEX TO DOCUMENTS
LEASE #2
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) BOEING 757-28A AIRCRAFT
BEARING SERIAL NUMBER 24367 AND IRISH REGISTRATION EI-CLM (TRANSAERO AIRLINES,
LESSEE)
I. CORRESPONDENCE
A. See Lease Binder #1 for Insurance Certificate(s)
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated March 7, 1997 between
Transaero Airlines and ILFC Aircraft Holding Corporation
III. SIDE LETTERS/AMENDMENTS
NONE
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated March 10, 1997
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Airworthiness from Irish Aviation Authority
dated March 24, 1995
B. One copy of Certificate of Registration from Irish Aviation Authority
dated March 24, 1995
C. One copy of Letter from Federal Aeronautical Authorities of Russia
dated June 26, 1996
D. One copy of Operator's Certificate (Russian Version) from Federal
Aviation Authority of Russia dated July 25, 1997
E. One copy of Operator's Certificate (English Version) from Federal
Aviation Authority of Russia dated July 25, 1997
VI. COMPANY CERTIFICATES
A. One copy of Officer's Certificate dated March 10, 1997
B. One copy of Form of Power of Attorney dated Xxxxx 00, 0000
XXX. AGENCY AGREEMENT
NONE
150
SCHEDULE 3.09
VIII.OPINION OF COUNSEL
A. Opinion of Counsel dated April 17, 1997
IX. ASSIGNMENT OF WARRANTIES
NONE
X. TECHNICAL DATA
A. One copy of Transaero Boeing 757 Period Check AMS Amendment dated
December 12, 1996
B. One copy of British Airways Maintenance Schedule for B757's dated
December 20, 1996
C. One copy of letter from British CAA regarding maintenance schedule
approval dated December 14, 1995
D. One copy of Acceptance of Maintenance Support from British CAA dated
March 19, 1993
E. One copy of Maintenance Schedule Approval from Irish Aviation
Authority dated October 1, 1996
F. One copy of British Airways Maintenance Schedule for Boeing 757's
dated December 20, 1996
XI. RETURN ACCEPTANCE RECEIPT
NONE
151
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) BOEING 737-3K2 AIRCRAFT
BEARING SERIAL NUMBER 27635 AND NETHERLANDS REGISTRATION PH-TSZ (TRANSAVIA,
LESSEE)
I. CORRESPONDENCE
A. One copy of Addendum No. 1 to Insurance Certificate dated October 31,
1996
B. One copy of Insurance Certificate and Letter of Undertaking dated
October 31, 1996
C. One copy of letter from ILFC regarding reduction in agreed value dated
October 9, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated December 23, 1994 between
ILFC, as Lessor, and Transavia, as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Side Letter No. 2 to Aircraft Lease Agreement dated
September 6, 1995
B. One copy of Side Letter No. 1 to Aircraft Lease Agreement dated
December 23, 1994
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated January 8, 1996
B. One copy of Delivery Agenda dated May 17, 1995
C. One copy of Aircraft Receipt dated May 17, 1995
V. REGISTRATION & CERTIFICATES
A. One copy of Notarial Deeds registered in the Aircraft Register in
Rotterdam, Netherlands dated January 10, 1996
B. One copy of Statement Concerning Holdership dated December 1995
(illegible)
C. One copy of Certificate of Airworthiness from The Kingdom of the
Netherlands Ministry of Transport, Public Works and Water Management
dated August 3, 1995
D. One copy of Certificate of Registration from The Kingdom of the
Netherlands Ministry of Transport, Public Works and Water Management
dated May 17, 1995
E. One copy of Certificate of Validation No.: G-5021 from The Kingdom of
the Netherlands Ministry of Transport, Public Works and Water
Management dated May 17, 1995
152
SCHEDULE 3.09
F. One copy of Radio Station Licence from The Kingdom of the
Netherlands Ministry of Transport, Public Works and Water Management
dated May 17, 1995
G. One copy of Export Certificate of Airworthiness from United States
Federal Aviation Administration dated May 17, 1995
H. One copy of General Declaration dated May 17, 1995
I. One copy of Confirmation of Non-Registration from United States
Federal Aviation Administration dated May 11, 1995
J. One copy of Certificate of Sanitary Construction from United States
Department of Health and Human Services dated May 5, 1995
K. One copy of Certificate of Origin from State of Washington dated
May 17, 1995
L. One copy of Northwest Medical Teams invoice
M. One copy of Boeing Shipping Authorization dated April 28, 1995
N. One copy of Cargo Manifest dated May 17, 1995
O. One copy of Boeing Customs Invoice dated May 17, 1995
P. One copy of Boeing Kit Component listings dated May 9, 1995
VI. COMPANY CERTIFICATES
A. One copy of Transavia Power of Attorney dated December 16, 1994
B. One copy of Transavia Power of Attorney dated May 10, 1995
C. One copy of ILFC Power of Attorney dated May 15, 1995
VII. AGENCY AGREEMENT
A. One copy of Agency Agreement dated December 23, 1994
VIII. OPINION OF COUNSEL
A. One copy of Opinion of General Counsel of Transavia dated January 9,
1996
B. One copy of ILFC Opinion of Counsel dated January 8, 1996
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Letter from Boeing Commercial Airplane Group dated
January 8, 1996
B. One copy of Letter Agreement dated May 30, 1995
C. One copy of a letter to Boeing Commercial Airplane Group regarding
the transfer of rights dated May 17, 1995
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
A. One copy of Boeing Delivery Conditions and Commitments Letter dated
May 17, 1995
B. One copy of Boeing Airworthiness Directive Status Letter dated
May 12, 1995
153
SCHEDULE 3.09
XII. RETURN ACCEPTANCE RECEIPT
NONE
154
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) XXXXXXXXX XXXXXXX 83 AIRCRAFT
BEARING SERIAL NUMBER 49824 AND U.S. REGISTRATION N9420D (TRANS WORLD AIRLINES,
LESSEE)
I. CORRESPONDENCE
A. One copy of TWA's proposed Letter of Intent dated June 28, 1996 and
one copy of ILFC's Proposed Letter of Intent dated June 21, 1996
B. One copy of Insurance Certificates dated November 24, 1996 and
October 1, 1996
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated as of
August 9, 1996 between ILFC, as Lessor, and Trans World Airlines, Inc.
("TWA"), as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Letter of Agreement Number Three dated December 19, 1996
B. One copy of Letter of Agreement Number Two dated October 9, 1996
C. One copy of Letter of Agreement Number One dated August 9, 1996
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Letter of Confirmation dated January 7, 1997
B. One copy of Estoppel and Acceptance Certificate dated December 23,
1996 (with attachments)
C. One copy of Acknowledgment of Technical Acceptance dated October 9,
1996 (with attachments)
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Aircraft Registration from United States
Federal Aviation Administration dated October 21, 1996
B. One copy of Temporary Certificate of Registration dated October 21,
1996
C. One copy of Affidavit of Continuous Ownership dated October 7, 1996
D. One copy of XxXxxxxxx Xxxxxxx Corporation Xxxx of Sale dated December
23, 1988
E. One copy of Aircraft Registration Application dated October 21, 1996
F. One copy of Confirmation of De-Registration from Direction of Civil
Aviation, Trinidad and Tobago dated October 14, 1996
G. One copy of Request for Assignment of Reserved Registration Number
dated October 3, 1996
H. One copy of Certificate of Airworthiness dated December 26, 1996
155
SCHEDULE 3.09
VI. COMPANY CERTIFICATES
A. One copy of Officer's Certificate dated December 23, 1996
B. One copy of Delegation of Authority dated December 13, 1996
C. One copy of Delegation of Authority dated December 23, 1996
D. One copy of Delegation of Authority dated October 2, 1996
E. One copy of Certificate of Assistant Secretary dated October 2, 1996
F. One copy of Incumbency Certificate dated October 9, 1996
G. One copy of ILFC Power of Attorney dated September 27, 1996
H. One copy of ILFC Power of Attorney dated December 13, 1996
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Counsel from Neale, Newman, Xxxxxxxx and
Xxxxxxx dated August 9, 1996
B. One copy of Opinion of Counsel from Neale, Newman, Xxxxxxxx and
Xxxxxxx dated December 23, 1996
IX. ASSIGNMENT OF WARRANTIES
NONE
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
156
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) BOEING 767-39HER AIRCRAFT
BEARING SERIAL NUMBER 26256 AND BRITISH REGISTRATION G-UKLH (UNIJET LEISURE
LIMITED, LESSEE)
I. CORRESPONDENCE
A. One copy of Letter of Undertaking dated October 31, 1996
B. One copy of Insurance Certificate dated October 31, 1996
C. One copy of Letter of Credit issued by Xxxxxxx Bank PLC, International
Services Branch dated March 29, 1993
D. One copy of letter from X.X. Xxxxxx Standby/Guarantee Unit regarding
establishment of the Letter of Credit dated March 31, 1993
E. One copy of letter from ILFC regarding early termination fee waiver
dated October 14, 1997
F. One copy of letter from ILFC regarding Airbus A330-200 positions dated
October 7, 1997
G. One copy of letter from ILFC regarding Airbus A330-200 offer dated
October 3, 1997
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated March 4, 1992 between ILFC,
as Lessor, and Unijet Leisure Limited ("Unijet"), as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Guarantee given by Air UK (Leisure) in favor of ILFC dated
March 4, 1992
B. One copy of Amendment No. 1 to Aircraft Lease Agreement dated April 1,
1993
C. One copy of Engine Services Agreement between ILFC and Unijet Leisure
Ltd. dated March 22, 1994
D. One copy of Side Letter No. 1 to Aircraft Lease Agreement dated
March 4, 1992
E. One copy of Side Letter No. 2 to Aircraft Lease Agreement dated
March 4, 1992
F. One copy of Side Letter No. 3 to Aircraft Lease Agreement dated
Xxxxx 0, 0000
X. One copy of Side Letter No. 4 to Aircraft Lease Agreement dated
Xxxxx 0, 0000
X. One copy of Guarantee given by Unijet Group plc in favor of ILFC dated
Xxxxx 0, 0000
X. One copy of Management Agreement between Unijet Leisure Limited and
Leisure Airline Management Limited dated March 4, 1992
J. One copy of Letter of Undertaking dated March 4, 1992
157
SCHEDULE 3.09
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated April 1, 1993
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Registration from United Kingdom Civil
Aviation Authority dated April 1, 1993
B. One copy of Application for Registration of Aircraft or Change of
Ownership filed with United Kingdom Civil Aviation Authority dated
February 2, 1993
C. One copy of Certificate of Airworthiness (transport category) from
United Kingdom Civil Aviation Authority dated April 5, 1993
D. One copy of Certificate of Maintenance Review from British Airways
dated April 5, 1993
E. One copy of Certificate of Airworthiness (private category) from
United Kingdom Civil Aviation Authority dated April 1, 1993
F. One copy of Air Operator's Certificate from United Kingdom Civil
Aviation Authority dated April 7, 1993
G. One copy of Operating Licence (Type A) from CAA dated April 7, 1993
H. One copy of Letter from United Kingdom Civil Aviation Authority
regarding confirmation of registration dated Xxxxx 0, 0000
X. One copy of Route License from United Kingdom Civil Aviation Authority
dated April 8, 1993
J. One copy of Aircraft Radio Licence from United Kingdom Department of
Trade and Industry Radiocommunications Agency dated April 30, 1994
K. One copy of Letter from Freshfields regarding tax issues dated March
31, 1993
L. One copy of statement of Xxxxx Xxxxxxx Xxxxx, a Director of Unijet,
regarding customs and licensing and various other matters dated March
31, 1993
M. One copy of fax from Unijet Group PLC regarding delivery of aircraft
dated March 31, 1993
N. One copy of fax from Freshfields regarding conditions precedent for
delivery of aircraft dated March 31, 1993
O. One copy of Tax Exemption Certificate dated April 1, 1993
P. One copy of Resale Exemption Certificate dated April 1, 1993
Q. One copy of Letter from British Airways regarding maintenance dated
Xxxxx 00, 0000
X. One copy of Letter from Leisure International Airway Ltd. regarding
maintenance dated March 26, 1993
S. One copy of Export Certificate of Airworthiness from United States
Federal Aviation Administration dated April 1, 1993
T. One copy of Confirmation of Non-Registration from United States
Federal Aviation Administration dated Xxxxx 00, 0000
X. One copy of Certificate of Sanitary Construction from United States
Department of Health and Human Services dated March 31, 1993
158
SCHEDULE 3.09
V. One copy of Certificate of Usage of Material Subject to Washington
State Compensating (Use) Tax dated April 1, 1993
W. One copy of Federal Retailer's Excise Tax Exemption Certificate dated
April 1, 1993
VI. COMPANY CERTIFICATES
A. One copy of Certificate from Xxxxx Xxxxx dated April 29, 1993
B. One copy of Corporate Certificate (Post Delivery) from Xxxxx Xxxxx
dated April 8, 1993
C. One copy of Corporate Certificate (On Delivery) from Xxxxx Xxxxx
D. One copy of Certificate of Incorporation of a Private Limited Company
dated September 20, 1982
E. One copy of Certificate of Incorporation on Change of Name dated
December 8, 1982
F. One copy of Special Resolutions of Viking International Limited passed
on May 29, 1984
G. One copy of Special Resolutions of Viking International Limited passed
on July 23, 1984
H. One copy of Special Resolutions of Viking International Limited passed
on July 29, 1984
I. One copy of Special Resolutions of Viking International Limited passed
on August 18, 1987
J. One copy of Special Resolutions of Viking International Limited passed
on October 18, 1988
K. One copy of Special Resolutions of Viking International Limited passed
on February 21, 1989
L. One copy of Certificate of Incorporation of Viking International PLC
dated March 20, 1989
M. One copy of Special Resolutions of Viking International Limited passed
on February 12, 1992
N. One copy of Certificate of Incorporation of Unijet Group PLC dated
February 24, 1992
O. One copy of Special Resolutions of Viking International Limited passed
on March 9, 1992
P. One copy of Special Resolutions of Viking International Limited passed
on March 13, 1992
Q. One copy of Memorandum of Association of Viking International PLC as
amended
R. One copy of Power of Attorney dated March 24, 1993
S. One copy of Power of Attorney dated March 23, 1993
T. One copy of Corporate Certificate from Xxxxx Xxxxx (On Delivery)
U. One copy of Corporate Certificate from Xxxxx Xxxxx (On Delivery)
159
SCHEDULE 3.09
V. One copy of Corporate Certificate (On Delivery) from Xxxxx Xxxxx
W. One copy of Certificate of Incorporation on Change of Name to Leisure
International Airways Limited dated December 16, 1992
X. One copy of Certificate of Incorporation on Change of Name to Leisure
International Airways Limited dated December 4, 1992
Y. One copy of Certificate of Incorporation on Change of Name to Leisure
Airline Management Limited dated February 18, 1992
Z. One copy of Certificate of Incorporation of a Private Limited Company
dated December 9, 1991
AA. One copy of Corporate Certificate from Xxxxxxxxxxx Xxxx Xxxxxx
BB. One copy of Certificate of Incorporation of a Private Limited Company
dated December 9, 1991
CC. One copy of Certificate of Incorporation of a Private Limited Company
dated February 18, 1992
DD. One copy of Memorandum of Association (As Amended)
EE. One copy of Articles of Association of Unijet Leisure Limited dated
November 29, 1991
FF. One copy of Corporate Certificate of Xxxxxxxxxxx Xxxxxx
GG. One copy of Minutes of Meeting of the Board of Directors held March 3,
1992 at 4:00 p.m.
HH. One copy of Certificate of Incorporation of a Private Limited Company
II. One copy of Memorandum and Articles of Association of Viking
International PLC
JJ. One copy of Minutes of Meeting of the Board of Unijet Group PLC dated
March 3, 1992 at 3:45 p.m.
KK. One copy of Corporate Certificate of Leisure Airline Management
Limited
LL. One copy of Minutes of Meeting of the Leisure Airline Management
Limited Board of Directors dated March 4, 1992 at 12:00
MM. Two copies of Certificate of Incorporation of Change of Name No.
2669322 dated February 18, 1992 and December 9, 1991
NN. One copy of Resolutions of Trushelfco Limited (No. 1760) dated
February 7, 1992
OO. One copy of Memorandum of Association of Leisure Airline Management
Limited
PP. One copy of Articles of Association of Trushelfco Limited (No. 1760)
Limited
QQ. One copy of Corporate Certificate of Air UK (Leisure) Limited
RR. One copy of Certificate of Incorporation of Change of Name No. 2119260
dated July 7, 1987
SS. One copy of Certificate of Incorporation of Change of Name No. 211960
dated April 13, 1987
TT. One copy of Special Resolution of Precis (591) Limited dated June 1,
1987
UU. One copy of Memorandum of Articles of Association of Precis (591)
Limited
160
SCHEDULE 3.09
VV. One copy of Table A Regulations for Management
WW. One copy of Minutes of Meeting of the Board of Directors of Air UK
(Leisure) Limited held on Xxxxx 0, 0000
XXX. AGENCY AGREEMENT
A. One copy of Agency Agreement between Leisure Airline Management
Limited and ILFC dated April 28, 1992
VIII. OPINION OF COUNSEL
A. One copy of letter from Xxxxx & Xxxxx regarding Washington
sales/excise taxes dated March 30, 1993
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Warranties (Engines) dated April 1, 1993
B. One copy of Boeing Full Assignment of Rights dated April 1, 1993
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
161
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) BOEING 747-341B AIRCRAFT
BEARING SERIAL NUMBER 24106 AND BRAZILIAN REGISTRATION PP-VOA (VARIG S.A.,
LESSEE)
I. CORRESPONDENCE
A. One copy of letter from Aon Risk Services regarding 50/50 settlement
provisions dated November 1, 1996
B. One copy of Insurance Certificates dated November 1, 1996
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated July 9, 1987 between ILFC,
as Lessor, and Varig, S.A. (Viacao Aerea Rio-Grandense) ("Varig"), as
Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Letter from ILFC regarding extension of lease term dated
July 9, 1987
B. One copy of Letter from ILFC regarding flight hours dated July 9, 1987
C. One copy of Letter from Varig regarding extension of lease term dated
July 30, 1990
D. One copy of Amendment to Aircraft Lease Agreement dated as of May 16,
1994
E. One copy of Side Letter Number One dated as of May 16, 1994
F. One copy of Letter from Varig regarding lease extension dated July 30,
1990
G. One copy of translation of July 30, 1990 letter dated November 26,
1990
H. One copy of letter from Varig regarding registration dated November 1,
1990
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Delivery Agenda
B. One copy of Estoppel and Acceptance Certificate dated April 30, 1988
V. REGISTRATION & CERTIFICATES
A. One copy of Certificate of Registration from Ministerio Da Aeronautica
Departamento De Aviacao Civil of the Republica Federativa Do Brasil
dated November 26, 1990
B. One copy of Certificate of Airworthiness from Ministerio Da
Aeronautica Departmento De Aviacao Civil of the Republica Federativa
Do Brasil dated February 4, 1996
C. One copy of Certificate of Registration Number 12878 from Ministerio
Da Aeronautica Departamento De Aviacao Civil of the Republica
Federativa Do Brasil dated April 2, 1996
162
SCHEDULE 3.09
D. One copy of Translation/Certificate Number 12878
E. One copy of Deregistration Power of Attorney dated September 16, 1991
F. One copy of Certificate of Registration Number 126 from Ministerio Da
Aeronautica Departamento De Aviacao of the Civil Republica Federativa
Do Brasil dated June 14, 1988
G. Six Certificates regarding various matters dated April 30, 1988
H. One copy of Export License Number B282706 from United States
Department of Commerce dated December 31, 1989
I. One copy of Export Certificate of Airworthiness from United States
Federal Aviation Administration dated April 30, 1988
VI. COMPANY CERTIFICATES
A. One copy of Translation with respect to verification of registration
dated January 30, 1991
B. One copy of Certificate from Brazilian Ministry of Aviation dated
December 19, 1990
C. One copy of Banco Central do Brasil/Certificado No. 198/037
D. One copy of Translation dated November 6, 1987
E. One copy of Translation dated July 20, 1987
F. One copy of letter to Brazilian Minister of Aviation dated May 7, 1987
G. One copy of Incumbency Certificate dated July 17, 1987
H. One copy of Translation dated Xxxxx 0, 0000
X. One copy of Certificado No. 198/037 from Banco Central de Brasil
J. One copy of Power of Attorney dated August 30, 1990
K. One copy of Incumbency Certificate dated April 30, 1988
L. One copy of Certificate of no-default dated April 30, 1988
M. One copy of Certificate regarding composition of the Board of
Directors dated April 30, 1988
N. One copy of Certificate regarding composition of the Administrative
Council dated April 30, 1988
O. One copy of Certificate regarding Brazilian licenses and approvals
dated April 30, 1988
P. One copy of Incumbency certificate dated April 30, 1988
Q. One copy of Certificate regarding Varig's By-laws dated Xxxxx 00, 0000
X. One copy of letter appointing agent for service of process of Varig
dated April 19, 1988
S. One copy of Power of Attorney dated April 19, 1987
T. One copy of Power of Attorney dated January 10, 1995
U. One copy of Translation/Certificate No. 107/00237
V. One copy of Banco Central de Brasil/Certificado No. 107/00237
W. One copy of Banco de Brasil S.A./Carteira de Comercio Exterior
X. One copy of letter regarding Varig's license to operate dated
April 27, 1988
163
SCHEDULE 3.09
Y. One copy of Translation/Import License dated April 12, 1988
Z. One copy of Translation/Export License dated April 12, 1988
AA. One copy of Translation/Foreign Capitals Inspection and Registration
Department/Certificate No. 198/037 dated February 9, 1998
BB. One copy of Banco Central do Brasil/Aditivo do Certificado de Registro
CC. One copy of Translation dated February 9, 1988
DD. One copy of letter from Varig regarding registration dated February
24, 1988
EE. One copy of translation of Central Bank Resolution No. 1.263 dated
February 20, 1987
FF. One copy of Varig Estatuto Social dated January 17, 1978
GG. One copy of Junta Commercial do Rio Grande de Sol dated June 27, 1983
HH. One copy of Translation No. 11.383/VI/1988 dated June 1, 1988
II. One copy of ILFC invoice dated July 9, 1987
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Counsel for Varig dated April 30, 1988
(2 letters)
B. One copy of Opinion of Counsel for ILFC dated July 23, 1987
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated March 31, 1988
B. One copy of Assignment of Warranties (Engines) dated April 25, 1988
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
164
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) BOEING 737-3Q8 AIRCRAFT BEARING
SERIAL NUMBER 24299 AND U.S. REGISTRATION N956WP (WESTERN PACIFIC AIRLINES,
INC., LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificates dated March 22, 1997
B. One copy of Letter of Undertaking dated October 26, 1996
II. LEASE AGREEMENT
A. One copy of Aircraft Lease Agreement dated May 31, 1996 between
International Lease Finance Corporation, as Lessor, and Western
Pacific Airlines, Inc. ("Western Pacific"), as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Side Letter No. 1 to Aircraft Lease Agreement dated May
31, 1996
B. One copy of Letter from Xxxxxxxxx, Xxxxxx & Xxxxxxxx regarding various
matters dated October 4, 1996 with Aircraft Lease Agreement attached
thereto
C. One copy of Side Letter No. 2 to Aircraft Lease Agreement dated May
31, 1996
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated June 22, 1996
V. REGISTRATION & CERTIFICATES
A. One copy of United States Federal Aviation Administration Aircraft
Registration Application dated June 13, 1996
B. One copy of United States Federal Aviation Administration Temporary
Certificate of Registration dated June 17, 0000
X. Xxx xxxx xx Xxxxxx Xxxxxx Federal Aviation Administration Certificate
of Aircraft Registration dated June 17, 1996
D. One copy of United States Federal Aviation Administration Certificate
of Airworthiness dated June 20, 1996
E. One copy of Deregistration Confirmation from Spanish Civil Aircraft
Register dated June 13, 1996
F. One copy of Certificate of Sanitary Construction from DHSS dated June
7, 1996
G. One copy of Department of Transportation Order issuing Effective
Certificate and confirming Oral Actions dated May 18, 1995
H. One copy of Certificate of Public Convenience and Necessity for
Interstate Air Transportation from United States Federal Aviation
Administration dated May 18, 1995
165
SCHEDULE 3.09
I. One copy of Air Carrier Certificate from Department of
Transportation dated April 28, 1995
VI. COMPANY CERTIFICATES
A. One copy of UCC-1 Financing Statement dated July 22, 1996
B. One copy of Officer's Certificate dated June 22, 1996
C. One copy of the Certificate as to Corporate Resolutions dated May
28, 1996
D. One copy of Unanimous Written Consent of Board of Directors dated
May 28, 1996
E. One copy of Certificate of Incumbency
F. One copy of Delegation of Authority dated June 12, 1996
G. One copy of ILFC Power of Attorney dated June 13, 1996
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
A. One copy of Opinion of Counsel from Winthrop, Stimson, Xxxxxx &
Xxxxxxx dated June 22, 1996
B. One copy of Opinion of Counsel from ILFC dated June 20, 1996
IX. ASSIGNMENT OF WARRANTIES
A. One copy of Assignment of Rights (Airframe) dated August 28, 1996
B. One copy of Assignment of Warranties (Engine) dated June 22, 1996
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
A. One copy of ILFC Technical Evaluation Report
XII. RETURN ACCEPTANCE RECEIPT
NONE
166
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE SPARE ENGINE SALE OF ONE (1) CF6-80C2-B6F SPARE ENGINE
WITH QEC BEARING SERIAL NUMBER 704279 (KLM ROYAL DUTCH AIRLINES, LESSEE)
I. CORRESPONDENCE
A. One copy of Insurance Certificates dated October 31, 1996
B. One copy of letter from ILFC regarding engine upgrade dated December
18, 1996
C. One copy of letter from ILFC regarding engine upgrade dated February
5, 1997
II. LEASE AGREEMENT
A. One copy of Spare Engine Lease Agreement dated July 24, 1995 between
ILFC, as Lessor, and KLM-Royal Dutch Airlines, as Lessee
III. SIDE LETTERS/AMENDMENTS
A. One copy of Amendment Number One to Spare Engine Lease Agreement dated
as of May 28, 1997
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
A. One copy of Estoppel and Acceptance Certificate dated July 31, 1995
B. One copy of ILFC Purchase Order, Boeing Facsimile and Boeing Invoice
dated August 15, 1995, March 2, 1995 and June 16, 1995, respectively
V. REGISTRATION & CERTIFICATES
NONE
VI. COMPANY CERTIFICATES
NONE
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
NONE
IX. ASSIGNMENT OF WARRANTIES
A. One copy of letter regarding no need for assignment of Engine
warranties dated November 11, 1996
167
SCHEDULE 3.09
X. COOPERATION AGREEMENT
NONE
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
168
SCHEDULE 3.09
INDEX TO DOCUMENTS
THIS BINDER CONTAINS THE FOLLOWING LEASE-RELATED DOCUMENTS PROVIDED TO XXXXXX
XXXXXXX PURSUANT TO THE AIRCRAFT SALE OF ONE (1) AIRBUS 310-300 AIRCRAFT
BEARING SERIAL NUMBER 437 AND BRAZILIAN REGISTRATION [______] (PASSAREDO
TRANSPORTES AEROS, LESSEE)
I. CORRESPONDENCE
A. One copy of Letter of Intent dated September 25, 1997
II. LEASE AGREEMENT
A. One copy of draft Aircraft Conditional Sale Agreement between
Navasota Holdings Inc., as Buyer, and Xxxxxx Xxxxxxx Aircraft
Finance, as Seller (not dated and not signed)
B. One copy of draft Unconditional Guaranty (not dated and not signed)
III. SIDE LETTERS/AMENDMENTS
NONE
IV. ESTOPPEL & ACCEPTANCE CERTIFICATE
NONE
V. REGISTRATION & CERTIFICATES
NONE
VI. COMPANY CERTIFICATES
A. One extract copy of 00 Xxxxxxxxxxx xx Xxxxx xxxx Xxxxxxxxx Federativa
Do Brasil (Power of Attorney) (Spanish version only)
VII. AGENCY AGREEMENT
NONE
VIII. OPINION OF COUNSEL
NONE
IX. ASSIGNMENT OF WARRANTIES
NONE
X. COOPERATION AGREEMENT
NONE
169
SCHEDULE 3.09
XI. TECHNICAL DATA
NONE
XII. RETURN ACCEPTANCE RECEIPT
NONE
170
SCHEDULE 4.03
See Schedule 3.03.
171
SCHEDULE 4.06
See Schedule 4.03
172
SCHEDULE 8.02(a)
TAX INFORMATION
No disclosures
173
SCHEDULE 8.02(b)
TAX JURISDICTIONS
Alaska
Arizona
California
Illinois
Nebraska
New Hampshire
Oregon
Utah
United States of America (Federal)
174
EXHIBIT A
DATA INDEX
1. Technical Sheets
2. "Buyer Seen" Documents
A-1
175
International Lease Finance Corporation
1999 Avenue of the Stars, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: A300-600 Time as of: APRIL 30, 1997 Date Manufactured: MARCH 1990
Serial Number: 555 Total Time (Hours): 18243 Availability
Registration Number: N8688P Total Cycles: 5568 EFIS: METRIC
WEIGHTS
Maximum Take Off Gross Weight: 171,700 KG Manufacturers Empty Weight: 79,318 KG
Maximum Landing Weight: 140,000 KG Maximum Taxi: 172,600 KG
Maximum Zero Fuel Weight: 130,000 KG Fuel Capacity (U.S. Gal.): 18,005
AIRFRAME STATUS
Last "C" Check: Completed November 1996 **Last "1/2 D" Check: Accomplished December 1993
Time Since Last "C" Check: 9 HRS / 2 CYC Time Since Last "1/2 D" Check: 7541 HRS / 2721 CYC
** NOTE: Current program 6 year structural cards due in late 1997; however,
expect Airbus to escalate the 6 year structural requirements to 10 years.
ENGINES
Manufacturer: XXXXX & XXXXXXX Model: PW4158 Thrust Rating 58,000 LBS
Position: NUMBER 1 724028 NUMBER 717766
Total Hours: 15970 17464
Total Cycles: 4957 4135
Cycles to 1st Limit: 10045 10865
Last Shop Visit: DEC 10, 1996; 15960 HRS / 4955 CYC DEC 2, 1996: 17454 HRS / 4133 CYC
Workscope of Last Shop Visit: 2ND STAGE HPT REWORK HPT SEAL CHANGE
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) FCC: P/N B470AAM2 (1) Weather Radar: XXXXXXX 000-0000-00
(2) VOR/Marker Beacon: XXXXXXX 622 5220 020 (2) ATC Transponder: 000-0000-000
(2) ADF Receiver: XXXXXXX 000-0000-000 (2) DME Interrogator: XXXXXXX 000-0000-000
(2) ILS Receiver: XXXXXXX 000-0000-000 (2) Radio Altimeter: T.R.T. 000-000-000000
(3) VHF Transceiver: XXXXXXX 622 5219 020 (1) Ground Prox, Warning: SUNSTRAND 000-0000-000
(2) HF Transceiver: XXXXXXX 000-0000-000 (1) Voice Recorder: XXXXXXXXX A100
(3) IRU: XXXXXX 461800-0300-2201 (1) Flight Data Recorder: SUNSTRAND 980-4100-DXUN
(1) TAPE REPRODUCER: SONY TRANSCON (1) Select Decoder: TEAM SC2253A
INTERIOR
First Class: 18 XXXXX Business Class: 46 XXXXX Tourist: 000 XXXXX
Xxxxxxx: Number G10/G1A/G5/G4 Make: SELL Lavatories: Fwd. 1 VAC Center 1 VAC Aft. 4 VAC
176
International Lease Finance Corporation
1999 Avenue of the Stars, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: A310-300 Time as of JULY 31, 1997 Date Manufactured NOV. 1985
Serial No: 409 Total Time (Hours) 35463 Availability
Registration No: HB-IPH Total Cycles 13271
WEIGHTS
Maximum Take Off Gross Weight 150,000 KGS Basic Weight 79,340 KGS
Maximum Landing Weight 123,000 KGS Maximum Taxi Weight 150,900 KGS
Maximum Zero Fuel Weight 113,000 KGS Fuel Capacity (U.S. Gal.) 16,134 GALLONS
AIRFRAME STATUS
Last "C" Check PERFORMED ON JULY 17, 1997 Last "D" Check "8C" PERFORMED MARCH 1995
"C" Check Interval "1C" - 18 MOS/"2C" - 36 MOS. Next Anticipated "D" Check DECEMBER 1999
ENGINES
Manufacturer XXXXX & XXXXXXX Model JT9D-7RE41 Current Thrust Rating 50,000 LBS
Position Xx. 0 X/X 000000 Xx. 0 X/X 000000
Xxxxx Hours 19876 29016
Total Cycles 10763 11458
Cycles Remaining to 1st LLP
AVIONICS/COMMUNICATIONS EQUIPMENT
(1) Flight Control Unit SFENA K157ABM5 (1) Weather Radar BENDIX 000-0000-0000
(2) Flight Control Computer SFENA b470abm2 (2) ATC Transponder XXXXXXX 000-0000-000
(2) Flight Augmentation Comp. SFENA B352AAM1 (2) DME Interrogator XXXXXXX 000-0000-000
(2) VOR Rec. BENDIX 000-0000-0000 (2) Radio Altimeter XXXXXX
(2) ADF Rec. XXXXXXX 000-0000-000 (1) Ground Prox. Warning SUNSTRAND 000-0000-000
(3) VHF Transceiver XXXXXXX 000-0000-000 (1) Voice Recorder XXXXXXXXX 93-A100-81
(1) HF Transceiver XXXXXXX HFS-700 (1) Flight Data Recorder SUNSTRAND 980-4100-DXUN
(3) Long Range Navigation XXXXXX (1) Selcal Decoder TEAM SC 2253 A
Aircraft is (check one): Full EFIS (X) Partial EFIS ( ) Non-EFIS ( )
INTERIOR
Seat Manufacturer Model(s)
First Class 18 Business Class 54 Tourist 105
Galleys: Number Make Lavatories: Fwd. Aft
177
International Lease Finance Corporation
1999 Avenue of the Stars, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: A310-300 Time as of SEPT. 30, 1997 Date Manufactured NOV. 1985
Serial No: 410 Total Time (Hours) 36950 Availability
Registration No: HB-IPI Total Cycles 113522
WEIGHTS
Maximum Take Off Gross Weight 150,000 KGS Basic Weight 78,340 KGS
Maximum Landing Weight 123,000 KGS Maximum Taxi Weight 150,900 KGS
Maximum Zero Fuel Weight 113,000 KGS Fuel Capacity (U.S. Gal.) 16,134 GALLONS
AIRFRAME STATUS
Last "C" Check PERFORMED ON NOV. 14, 1996 Last "D" Check "BC" PERFORMED JUNE 1995
"C" Check Interval "1C" - 18 MOS/"2C" - 36 MOS Next Anticipated "D" Check JUNE 2000
ENGINES
Manufacturer XXXXX & XXXXXXX Model JT90-7RE41 Current Thrust Rating 50,000 LBS
Position Xx. 0 X/X 000000 Xx. 0 X/X 000000
Xxxxx Hours 27331 30827
Total Cycles 16334 15787
Cycles Remaining to 1st LLP
AVIONICS/COMMUNICATIONS EQUIPMENT
(1) Flight Control Unit SFENA K157ABMS (1) Weather Radar BENDIX 000-0000-0000
(2) Flight Control Computer SFENA b470abm2 (2) ATC Transponder XXXXXXX 000-0000-000
(2) Flight Augmentation Comp. SFENA 8352AAMt (2) DME Interrogator XXXXXXX 000-0000-000
(2) VOR Rec. BENDIX 000-0000-0000 (2) Radio Altimeter XXXXXX
(2) ADF Rec. XXXXXXX 622-5222-002 (1) Ground Prox. Warning SUNSTRAND 885-0576-002
(3) VHF Transceiver COLLINS 622-5219-003 (1) Voice Recorder FAIRCHILD 93-A100-81
(3) HF Transceiver COLLINS HF5-700 (1) Flight Data Recorder SUNSTRAND 98D-4100-DXUN
(3) Long Range Navigation LITTON (1) Selcal Decoder TEAM SC 2253 Ac
Aircraft is (check one: Full EFIS (X) Partial EFIS ( ) Non-EFIS ( )
INTERIOR
Seat Manufacturer Model(s)
First Class 16 Business Class 54 Tourist 105
Galleys: Number Make Lavatories: Fwd. Aft
178
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type! A310-333 Time as of: December 10, 1996 Date Manufactured: FEBRUARY 1987
Serial Number: 437 Total Time [Hours]: 42,591 Availability
Registration Number: OO-SCC Total Cycle: 8.590
WEIGHTS
Maximum Take Off Gross Weight: 153,000 KG Manufacturers Empty weight: 80,000 KG
Maximum Landing Weight: 123,000 KG Maximum Taxi Weight: 153,900 KG
Maximum Zero Fuel Weight: 113,000 KG Fuel Capacity (Liters): 61,090
AIRFRAME STATUS
Time Since Last "C" Check: 2645 HRS "C, 3C" Intervals: 18 MONTHS
"D" Check Interval: 120 MONTHS "I.L." Intervals: 72 MONTHS
ENGINES
Manufacturer: PRATT & WHITNEY Type: JT9D-7R4E1
Position No. 1 715405 No. 2 715447
Total Hours: 35216 24284
Total Cycle: 9475 8141
Cycles to 1st LLP: 3788 11353
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Fit. Control Computer: SEXTANT 8350AAM4 (2) Weather Radar: ALLIED BENDIX 2041217-0416
(1) Flight Directors: SEXTANT 8217ADM5 (2) ATC Transponder: COLLINS 622-5445-001
(2) HF Transceiver: COLLINS 622-5272-001 (3) IRU: LITTON/AERO PRODUCTS LTN 90-100
(2) VHF Transceiver: COLLINS 622-5219-003 (2) ADF Receiver: COLLINS 622-5222-002
(1) Voice Recorder: LORAL 93A100-30 (1) Ground Prox. Warning: ALLIED SIGNAL 965-0576-002
(1) Selcal Decoder: TEAM SC2253A (2) DME Interrogator: COLLINS 522-4540-001
(1) Flt Data Recorder: ALLIED SIGNAL 980-4100DXUN (2) VHF VCR/MKR Receiver: COLLINS 622-5220-002
(2) Radio Altimeter: THOMSON-CSF 9599-607-14901 (2) VHF ILS/only Receiver: COLLINS 622-5221-002
(2) RODMI: COLLINS 622-5818-001 (2) Marker Beacon: COLLINS 622-5220-002
INTERIOR
First Class: 18 Business Class: 0 Tourist: 223
Galleys: G1/G2/G4/G5/G6/G7 Lavatories: Fwd. 1 Aft. 4
179
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: A320-200 Time as of SEPT. 2, 1997 Date Manufactured FEB. 1992
Serial No.: 279 Total Time (Hours) 21901 Availability
Registration No: G-MONY Total Cycles 8237
WEIGHTS
Maximum Take Off Gross Wt. 169,756 LBS Operating Empty Wt.
Maximum Landing Wt. 142,198 LBS Maximum Taxi Wt. 170,638 LBS
Maximum Zero Fuel Wt. 133,380 LBS Fuel Capacity (U.S. Gal.)
AIRFRAME STATUS
Next Anticipated "C" Check MARCH 21, 1998 Next Scheduled "D" Check "8C" DEC. 2001
"C" Check Interval 15 MONTHS "O" Check (or equivalent) Interval 60 MONTHS
ENGINES
Manufacturer CFMI Model CFM58-5-A3
Position No. 1 S/N 731578 No. 2 S/N 731579
Total Hours 18057 16662
Total Cycles 6802 6292
Time Since Last Shop Visit 18057 16662
Cycles Remaining to 1st LLP 3528 4101
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flight Control Computer SFENA 83988AM0204 (1) Weather Radar COLLINS 622-5132-120
(2) Flight Augmentation Computer SEXTANT (2) ATC Transponder COLLINS 622-7878-301
(2) VHF VOR Rec. COLLINS 622-5220-020 (2) DME Interrogator COLLINS 622-4540-020
(2) ADF Rec. COLLINS 622-5222-020 (2) Radio Altimeter TRT 9599-607-14949
(2) Flight Management and Guidance Computer (1) Ground Prox. Warning SUNSTRAND 965-0576-002
SEXTANT 83988AM0205 (1) Voice Recorder FAIRCHILD 93-A100-80
(3) VHF Transceiver COLLINS 622-5218-020 (1) Flight Data Recorder SUNSTRAND 980-4100-AXUN
(1) HF Transceiver COLLINS 622-5272-020 (1) Selcal Decoder TEAM 8C2065C
(3) ADIRU HONEYWELL HG1150AC05
INTERIOR
Seat Manufacturer RECARO Model(s) 588-31- AND 586-32-
First Class O Business Class 0 Tourist 174
Galleys: Number G1, G5 Make AFC Lavatories: Fwd. 1 (VACUUM) Aft 2 (VACUUM)
180
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type A320-200 Time as of MAY 28, 1997 Date Manufactured Feb. 1993
Serial No. 393 Total Time (Hours) 9703 Availability
Registration No. 8-HYO Total Cyles 4124
WEIGHTS
Maximum Take Off Gross Wt. 166,447 LBS Manufacturers Empty Wt. 82,078 LBS
Maximum Taxi Wt. 167,330 LBS Maximum Zero Fuel Wt. 133,380 LBS
Maximum Landing Wt. 142,198 LBS Fuel Capacity 23,859 KG
AIRFRAME STATUS
Date of Next Anticipated "2C" Check: FEB. 21, 1998 Anticipated Date of next "4C" Check: FEB. 8, 1998
"C" Check Interval: 912 DAYS / "2C" CHECK "D" Check (Or Equiv.) Interval; 5 YEAR / "4C" CHECK
ENGINES
Manufacturer IAE Model V2500-A1 Current Thrust Rating 25,000 LBS
Position No. 1 S/N V0274 No. 2 S/N V0275
Total Hours 8066 6457
Total Cycles 4448 3659
Time Since Last Shop Visit 1343 867
Cycles Remaining to 1st LLP 10552 11341
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) FMGC SFENA B3985CM0103/C (1) Weather Radar BENDIX 2041217-0418
(2) MCDU SFENA K226A8M3A/D (1) ATC Transponder BENDIX 066-01127-1101
(1) FCU SFENA K217AAM7/E
(2) ILS Receiver BENDIX 2041230-3518 (2) DME Interrogator TRT 9599-614-03105
(2) ADF Receiver BENDIX 2041168-7513 (2) Radio Altimeter TRT 9599-507-14932
(2) VOR/Marker Receiver BENDIX 2041231-3610 (1) Ground Prox. Warning SUNSTRAND 965-0676-020
(3) VHF Transceiver COLLINS 622-6319-020 (1) Voice Recorder SUNSTRAND 980-6005-076
(2) HF Transceiver COLLINS 622-5272-020 (1) Flight Data Recorder SUNSTRAND 980-4100-AXUS
(3) AOIRU HONEYWELL PG1152ACO3 (1) Accelerometer SUNSTRAND 971-4193-001
TCAS: S.B. KITS FOR TCAS PROVISIONS have been provided to Operator from Airbus and paid for by ILFC.
Aircraft is: (Check one) [X] Full EFIS [ ] Partial EFIS [ ] Non-EFIS
INTERIOR
Seat Manufacturer BE AEROSPACE First Class 12 Business Class: N/A Tourist 144
Galleys: Number G1, GS 1FWD & AFT SERVICE CENTER Make C.F. TAYLOR
Lavatories: Fwd. 1 VACUUM Aft. 2 VACUUM
181
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type A320-200 Time as of JUNE 6, 1997 Date Manufactured MARCH 1993
Serial No. 414 Total Time (Hours) 9141 Availability
Registration No. B-HYR Total Cycles 5190
WEIGHTS
Maximum Take Off Gross Wt. 166,447 LBS Manufacturers Empty Wt. 82,078 LBS
Maximum Taxi Wt. 167,330 LBS Maximum Zero Fuel Wt. 133,380 LBS
Maximum Landing Wt. 142,198 LBS Fuel Capacity 23,859 KG
AIRFRAME STATUS
Date of Next Anticipated "2C" Check: APRIL 23, 1998 Date of Next Anticipated "4C" Check: MAY 8, 1998
"C" Check Interval (912 DAYS) "2C" CHECK "D" Check (Or Equiv.) Interval: 5 YEAR/"4C" CHECK
ENGINES
Manufacturer IAE Model V2500-A1 Current Thrust Rating 25,000 LBS
Position No. 1 S/N V0287 NO. 2 S/N V0288
Total Hours 7717 8131
Total Cycles 3813 4499
Time Since Last Shop Visit 3063 0
Cycles Remaining to 1st LLP 11187 10501
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) FMGC SEXTANT 83988CM0104 (1) Weather Radar BENDIX 2041217-0418
(2) MCDU SFENA K226ABM3A/D (1) ATC Transponder BENDIX 066-01127-1101
(1) FCU SEXTANT K217AAM9
(2) ILS Receiver BENDIX 2041230-3518 (2) DME Interrogater TRT 9599-614-03105
(2) ADF Receiver BENDIX 2041168-7513 (2) Radio Altimeter TRT 9599-807-14932
(2) VOR/Market Receiver BENDIX 2041231-3610 (1) Ground Prox. Warning SUNSTRAND 965-0676-020
(3) VHF Transceiver COLLINS 622-5219-020 (1) Voice Recorder SUNSTRAND 980-6005-076
(2) HF Transceiver COLLINS 622-5272-020 (1) Flight Data Recorder SUNSTRAND 980-4100-AXUS
(3) ADIRU HONEYWELL HG1152AC05/1 (1) Accelerometer SUNSTRAND 971-4193-001
TCAS: S.B. Kits for TCAS PROVISIONS have been provided to Operator from Airbus and paid for by ILFC.
Aircraft is: (Check one) [X] Full EFIS [ ] Partial EFIS [ ] Non-EFIS
INTERIOR
Seat Manufacturer BE AEROSPACE First Class N/A Business Class N/A Tourist 168
Galleys: Number G1, G5 (FWD & AFT SERVICE CENTERS) Make C.F. TAYLOR
Lavatories: Fwd. 1 VACUUM Aft. 2 VACUUM
182
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: A321-100 Time as of OCT. 20, 1997 Date Manufactured MAY 1996
Serial No: 597 Total Time (Hours) 4822 Availability
Registration No. TC-ONI Total Cycles 1866
WEIGHTS
Maximum Take Off Gross Wt. 83,000 KGS Operating Empty Wt.
Maximum Landing Wt. 47,500 KGS Maximum Taxi Wt. 83,400 KGS
Maximum Zero Fuel Wt. 59,500 KGS Fuel Capacity (U.S. Gal.) 6,280 GALLONS
AIRFRAME STATUS
Next Anticipated "C" Check "C2" JAN. 1999 Next Scheduled "D" Check MAY 20, 2001
Last "C" Check "C1" OCT. 5, 1997 "D" Check Interval 5 YEAR/9 YEAR
ENGINES
Manufacturer IAE Model V2530-A5
Position No. 1 S/N V10168 No. 2 S/N V10169
Total Hours 4834 4834
Total Cycles 1882 1882
Time Since Last Shop Visit 4834 4834
Cycles Remaining to 1st LLP 13026 13026
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) FMGEC SEXTANT (1) Weather Radar COLLINS 622-5132-120
(3) MCDU SEXTANT (2) ATC Transponder COLLINS 622-7878-301
(2) VHF VOR Rec. COLLINS 622-0726-020 (2) DME Interrogator COLLINS 622-4540-023
(1) ADF Rec. COLLINS 622-5222-020 (2) Radio Alt. TELECOMMUNICATIONS 959960714942
(2) VHF ILS/only Rec. COLLINS 622-9738-041 (1) Ground Prox. Warning SUNSTRAND 965-0676-020
(3) VHF Transceiver COLLINS 622-0693-020 (1) Voice Recorder LORAL S200-0012-00
(1) HF Transceiver COLLINS 622-5272-020 (1) Flight Data Recorder SUNSTRAND
(3) IRU LITTON 465020-0303-0307 (1) Selcal Decoder TEAM BC2065C
INTERIOR
Seat Manufacturer Model(s)
First Class 0 Business Class 0 Tourist 220
Galleys: Number G1, G5 Make Lavatories: Fwd. 1 Aft. 3
183
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B737-300 Time as of JUNE 30, 1997 Date Manufactured FEBRUARY 1992
Serial No.: 25161 Total Time (Hours) 15430 Availability
Registration No. CS-TIK Total Cycles 8667
WEIGHTS
Maximum Take Off Gross Wt. 138,500 LBS Operational Basic Wt. 69,567 LBS
Maximum Taxi Wt. 139,000 LBS Maximum Zero Fuel Wt. 106,500 LBS
Maximum Landing Wt. 114,000 Fuel Capacity (U.S. Gallons) 3,812
AIRFRAME STATUS
Remaining to "C" Check 1089 HOURS Time Remaining to Next "D" Check 4570 HOURS
"C" Check Interval 3300 HOURS OR 15 MONTHS "D" (Structural) Check Interval 20000 HOURS
ENGINES
Manufacturer CFMI Model CFM56-3-B2 Current Thrust Rating 22,000 LBS
Position No. 1 S/N 857102 No. 2 S/N 727376
Total Hours 14182 15713
Total Cycles 8045 8970
Time Since Last Shop Visit 5241
Cycles Remaining to 1st LLP 7768 6830
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flight Control Comp. HONEYWELL 405 1600-913 (1) Weather Radar COLLINS 622-5132-105
(1) Autothrottle Computer SMITHS 7355UE6-10 (2) ATC Transponder COLLINS 622-7878-201
(2) VOR/ILS Receiver COLLINS 51RV-48 (2) DME Interrogator COLLINS 622-2921-006
(2) ADF Receiver COLLINS 51Y7 (2) Radio Altimeter COLLINS 86OF-4
(1) Marker Beacon COLLINS 51Z4 (1) Ground Prox. Warning SUNSTRAND 965-0648-002
(2) VHF Transceiver COLLINS 622-5219-001 (1) Voice Recorder FAIRCHILD 93A100-30
(1) HF Transceiver COLLINS 622-3371-001 (1) Flight Data Recorder ALLIED SIGNAL 890-4100DXUN
(3) Inertial Ref. Unit HONEYWELL HG1050AD04 (1) Selcal Decoder MOTOROLA N14018
Aircraft is: (Check one) (X) Full EFIS ( ) Partial EFIS ( ) Non-EFIS
INTERIOR
Seat Manufacturer WEBER Model(s) 841195-4XX
First Class 0 Business Class 60 Tourist 72
Galleys: Number G1, G2, G7, G48 Make A/M Lavatories: Fwd. 1 (FLUSH) Aft 2. FLUSH
184
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: 737-3K2 Time as of: JUNE 30, 1997 Date Manufactured: MAY 1995
Serial Number: 27635 Total Time (Hours): 8167 Availability
Registration Number: PH-T52 Total Cycles: 2989
WEIGHTS
Maximum Take Off Gross Weight: 139,000 LBS Operating Empty Weight:
Maximum Landing Weight: 116,600 LBS Maximum Taxi Weight: 139,500 LBS
Maximum Zero Fuel Weight: 106,500 LBS Fuel Capacity (U.S. Gal.): 5,311
AIRFRAME STATUS
Remaining to "C" Check 11 HOURS (AT 3,000 FH) Remaining to "O" Check 19411 HOURS (AT 22400 FH)
ENGINES
Manufacturer: CFM Types: CFM 56-3C-1 Thrust: 22,000 LBS
Position No. 1 858199 No. 2 858200
Total Hours: 8167 8167
Total Cycles: 2989 2889
Cycles Remaining to 1st LLP 12811 12811
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flight Cont. Comp: SPERRY 1062038-4 (1) Weather Radar: COLLINS 622-5132-l09
(1) Autothrottle Computer: SMITHS 10-82017-25 (2) ATC Transponder: COLLINS 822-787-201
(2) HF Transceiver: COLLINS 622-5377-001 (2) IRU: HONEYWELL HG1050AE09
(2) VHF Transceiver: COLLINS 822-0693-004 (2) AOF Receiver: COLLINS 777-1492-005
(1) Voice Recorder: FAIRCHILD 93A100-80 (1) Ground Prox. Warning: ALLIED SIGNAL 965-0648-008
(1) Selcal Decoder: MOTOROLA N1401C (2) DME Interrogator: COLLINS 622-2921-006
(1) Flight Data Recorder: SFIM INC. AP411161-01 (2) VHF Nav. Receiver: COLLINS 822-0761-001
(2) Radio Altimeter: COLLINS 622-3890-021 (1) Market Beacon: COLLINS 522-2996-011
INTERIOR
Seat Manufacturer: FLIGHT EQUIPMENT Model (s)
First Class: N/A Business Class: N/A Tourist: 149
Galleys: G1/G2/G48/G7 MAKE: DRIESSEN Lavatories: Fwd. 1 FLUSH Aft. 1 FLUSH
--------- --------------
185
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B737-308 Time as of: OCTOBER 16, 1997 Date Manufactured: NOVEMBER 1988
Serial Number: 24299 Total Time (Hours): 25391 Availability
Registration Number: N956WP Total Cycles: 13614 EFTS: PARTIAL EFIS
WEIGHTS
Maximum Take Off Gross Weight: 137,000 LBS Operating Empty Weight: 72,375 LBS
Maximum Landing Weight: 114,000 LBS Maximum Taxi Weight: 127,500 LBS
Maximum Zero Fuel Weight: 108,500 LBS Fuel Capacity (U.S. Gal.): 5,311
AIRFRAME STATUS
Last 7 "C" Check JUNE 1996 Time remaining to "D" Check: 21,061 HRS
ENGINES
Manufacturer: CFM Types: CFM 56-38-2 Thrust: 22,100 LBS
Position No. 1 722248 No. 2 722249
Total Hours: 22588 24036
Total Cycles: 12093 12875
Time to Cycle Limiter: 1298 1225
Last shop visit: CURRENTLY IN SHOP CURRENTLY IN SHOP
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flt. Cntrl Computer: HONEYWELL 4051600-913 (1) Weather Radar: COLLINS 622-5132-630
(2) VOR/ILS Receiver: COLLINS 622-3257-001 (2) ATC Transponder: COLLINS 622-2224-001
(2) ADF Receiver: COLLINS 622-3257-001 (2) DME Interrogator: COLLINS 622-2921-006
(1) Marker Beacon: COLLINS 522-2996-011 (2) Radio Altimeter: COLLINS 622-3890-020
(2) VHF Transceiver: COLLINS 622-1161-101 (1) Ground Prox. Warning: SUNDSTRAND 965-0648-004
(1) HF Transceiver: COLLINS 622-5377-001 (1) Voice Recorder: FAIRCHILD A100
(2) IRU: HONEYWELL HG1050ADO4 (1) Flight Data Recorder: SUNDSTRAND 580-4100-DXUN
(1) TCAS: COLLINS 622-8971-020 (1) Selcal Decoder: MOTOROLA N14016
Windshear System: COLLINS PREDICTIVE WINDSHEAR; SUNDSTRAND MARK VII REACTIVE WINDSHEAR
INTERIOR
Seat Manufacturer: JEPSON BURNS Model(s): JB6,0-3-59
First Class: N/A Business Class: N/A Tourist: 138
Galleys: G1, G3, G6 MAKE: DRIESSEN Lavatories: Fwd. 1 FLUSH Aft. 2 FLUSH
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186
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B737-300 Time as of OCT. 5, 1997 Date Manufactured DEC. 1993
Serial No: 26296 Total Time (Hours) 9795 Availability
Registration No: B-2937 Total Cycles 6685
WEIGHTS
Maximum Take Off Gross Wt. 135,000 LBS Operating Empty Wt. 73,914 LBS
Maximum Landing Wt. 114,000 LBS Maximum Taxi Wt. 135,500 LBS
Maximum Zero Fuel Wt. 106,500 LBS Fuel Capacity (U.S. Gal.) 5,311 GALLONS
AIRFRAME STATUS
Next "4C" Check AT 12,593 FH Time Remaining to Next "D" Check 12705 FH.
"C" Check Interval 3200 FH "D" Check (or equivalent) Interval 22,400 FH
ENGINES
Manufacturer GE Model CFM56-3-C1 Current Thrust Rating 20,000 LBS
Position No. 1 856768 No. 2 857753
Total Hours 7369 9701
Total Cycles 5159 6726
Time Since Last Shop Visit 7369 9701
Cycles Remaining to 1st LLP 14841 13274
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Right Control Computer 10-62038-4 (1) Weather Radar COLLINS
( ) Flight Directors (2) ATC Transponder COLLINS
(2) VOR/ILS Rec. COLLINS (2) DME Interrogator COLLINS
(2) ADF Rec. COLLINS (2) Radio Altimeter COLLINS
(1) HF Transceiver COLLINS ( ) Ground Prox. Warning
(2) VHF Transceiver COLLINS (1) Voice Recorder FAIRCHILD
(1) TCAS Computer ALLIED SIGNAL (1) Flight Data Recorder FAIRCHILD
INTERIOR
Seat Manufacturer WEBER Model(s)4004-3
First Class O Business Class O Tourist 148
Galleys: Number G1, G2, G48 Make DRIESSEN Lavatories: 3 (FLUSH) Locations LA, LD, LE
187
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B737-383F Time as of: AUGUST 28, 1997 Date Manufactured: SEPTEMBER 1987
Serial Number: 23811 Total Time (Hours): 25790 Availability
Registration Number: TF-FIE Total Cycles: 13705 EFIS: PARTIAL
WEIGHTS
Maximum Take Off Gross Weight: 138,500 LBS Operating Empty Weight: 66,012 LBS
Maximum Landing Weight: 116,600 LBS Maximum Taxi Weight: 139,000 LBS
Maximum Zero Fuel Weight: 109,600 LBS Fuel Capacity: 18,200 KG
AIRFRAME STATUS
Next "C" Check; FRESH OUT OF "C" CHECK Next Scheduled "D" Check: JUL 2003
Last "C" Check: JAN 1997 Last "D" 'Check: JUL 1994
ENGINES
Manufacturer: CFMI Model: CFM5,6-3-82 Thrust Rating: 22,000 LBS
Position No. 1 721303 No. 2 720782
Total Hours 27210 27091
Total Cycles 21220 14697
Time Since Last Shop Visit 0 (shop visit Aug. 20, '97) 0 (shop visit Aug. 21 '97)
Cycles Remaining to 1st LLP 4169 CYCLES 2567 CYCLES
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Right Control Comp. HONEYWELL 405150912 (1) Weather Radar: COLLINS 622-5132-106
(1) Cockpit Voice Recorder: FAIRCHILD A100 (2) ATC Transponder: COLLINS 6222-2224-001
(2) VORALS Receiver: COLLINS 622-3257-001 (2) OME Interrogator: COLLINS 622-2921-006
(2) ADF Receiver: COLLINS 777-1492-005 (2) Radio Altimeter: COLLINS 622-3890-020
(1) Marker Beacon: COLLINS 622-2996-011 (1) Ground Prox. Warning: SUNSTRAND 965-0648-004
(2) VHF Transceiver: COLLINS 622-1396-101 (2) Flight Data Recorder: SUNSTRAND 980-4100-HMUN
(1) HF Transceiver: COLLINS 622-3371-001 (1) Selcal Decoder: MOTOROLA N1401A
(2) IMU: HONEYWELL HC1050AD04 ( ) Auto Pilot System: SPERRY 4061601-935
INTERIOR
Seat Manufacturer: N/A (CARGO AIRCRAFT) Model (s)
Pallets: 8 PALLET POSITIONS
Galleys: Number 1 (HOT/COLD/WET) Make SELL Lavatories: Fwd. 1 FLUSH Aft. N/A
188
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B737-300 Time as of SEPT. 30, 1997 Date Manufactured MAY 1997
Serial No: 23788 Total Time (Hours) 24972 Availability
Registration No: F-GIXH Total Cycles 14340
WEIGHTS
Maximum Take Off Gross Wt. 139,500 LBS Operating Empty Wt.
Maximum Landing Wt. 116,600 LBS Maximum Taxi Wt. 140,000 LBS
Maximum Zero Fuel Wt. 109,600 LBS Fuel Capacity (U.S. Gal.) 5,311 GALLONS
AIRFRAME STATUS
Last "C" Check APRIL 1996 Next "D" Check JULY 2003 "D2"
"C" Check Interval 18 MONTHS Last "D" Check JAN. 1993 "D1"
ENGINES
Manufacturer CFMI Model CFM56-3-C1 Current Thrust Rating 22,000 LBS
Position No. 1 S/N 720750 No. 2 S/N 720889
Total Hours 20681 20696
Total Cycles 12542 11977
Date of Last Shop Visit DEC. 1996 N/A
AVIONICS/COMMUNICATIONS EQUIPMENT
( ) Flight Control Computer HONEYWELL (1) Weather Radar COLLINS
( ) Air Data Computer HONEYWELL (2) ATC Transponder COLLINS
(2) VOR/ILS Rec. COLLINS (2) DME Interrogator COLLINS
(2) ADF Rec. HONEYWELL (2) Radio Altimeter COLLINS
(1) Marker Beacon COLLINS (1) Ground Prox. Warning SUNSTRAND
(2) VHF Transceiver COLLINS (1) Voice Recorder FAIRCHILD
(2) HF Transceiver COLLINS (1) Flight Data Recorder SUNSTRAND
( ) Auto Pilot System SPERRY (1) Selcal Decoder MOTOROLA
INTERIOR
Seat Manufacturer PTC (FC), BURNS (YC) Model(s)
First Class 12 Business Class O Tourist 114
Galleys: Number G1, G2, G4B Make HENSHALLS Lavatories: Fwd. 1 (FLUSH) Aft 2 (FLUSH)
189
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type B737-408 Time as of MAY 31, 1997 Date Manufactured OCTOBER 1988
Serial No. 24234 Total Time (Hours) 23,359 Availability
Registration No. N403KW Total Cycles 9,829
WEIGHTS
Maximum Take Off Gross Wt. 143,500 LBS Operating Empty Wt. 75,609 LBS
Maximum Taxi Wt. 144,000 LBS Maximum Zero Fuel Wt. 113,000 LBS
Maximum Landing Wt. 121,000 LBS Fuel Capacity (U.S. Gallons) 5,311
AIRFRAME STATUS
Time Remaining to Next "C" Check 2622 HRS Time Remaining to "D" Check 2622 HRS
"C" Check Interval Frequency 3200 HRS "D" Check Interval Frequency 1/6 "D"
ACCOMPLISHED EACH "C" Check
ENGINES
Manufacturer CFMI Model CFM56-3B-2 Current Thrust Rating 22,000 LBS
Position No. 1 S/N 722324 No. 2 S/N 725123
Total Hours 21155 21922
Total Cycles 8874 9172
Time Since Last Shop Visit 5182 HOURS 5720 HOURS
Cycles Remaining to 1st LLP 5226 4926
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flight Control Computer SPERRY SP-300 (1) Weather Radar BENDIX 2041217-0416
(1) Autothrottle Computer SMITHS 735SUE6-9 (1) ATC Transponder BENDIX 056-01127-1301
(2) VOR/ILS Receiver COLLINS 51RV-48 (1) DME Interrogator BENDIX 056-1093-30
(1) VOR MKR Receiver COLLINS 51Z-4 (2) Radio Altimeter COLLINS 622-3890-020
(2) ADF Receiver COLLINS 777-1492-005 (1) Ground Prox. Warning SUNSTRAND 965-0648-008
(2) VHF Transceiver BENDIX 2041237-4411 (1) Voice Recorder SUNSTRAND 980-6109-017
(1) HF Transceiver COLLINS 628T-2A (1) Flight Data Recorder SUNSTRAND 980-4100-DXUN
(2) Inertial Ref. Unit HONEYWELL HG1050AD05 (1) Selcal Decoder MOTOROLA N1401C
Aircraft is: (Check one) (X) Full EFIS ( ) Partial EFIS ( ) Non-EFIS
INTERIOR
Seat Manufacturer SICMA Model(s) MODEL 77 PIN 770131-110-0000
First Class 0 Business Class 0 Tourist 170
Galleys: Number G1 & G2 (DRIESSEN), G4B (HENSHALLS) Lavatories: Fwd. 1 (FLUSH) Aft. 2 (FLUSH)
190
ASG International [LOGO] REPORT NUMBER 97003-ILF
Aircraft Inspection and Operator Evaluation Report REPORT DATE 10/28/97
5. AIRCRAFT INSPECTION SUMMARY
The summary aircraft condition survey accomplished by ASG International on
October 13, 1997 determined that the aircraft was in good physical
condition for an aircraft of its age, type and service. The aircraft's
overall condition was considered good and appears to have been
well-maintained during its operational life.
The physical inspection was accomplished during routine layover servicing
of the aircraft at Carnival's Ft. Lauderdale, Florida maintenance facility.
Carnival's routine service did not include the opening of aircraft access
panels (including engine cowlings), fairings, or panels, nor did it include
testing or detailed inspection of aircraft systems.
The aircraft is painted in Carnival's livery. Condition of the exterior
paint is fair, with chipping and peeling present; however, this condition
is not considered excessive. The deterioration present is cosmetically
unappealing, but no unprotected exposure of the fuselage or ancillary
exterior equipment was observed. The aircraft's exterior, wheel wells', and
landing gear were extremely dirty. A thorough washing of the entire
aircraft is required.
Inspection of the visible portions of the fuselage revealed it to be in
good overall condition for an aircraft of its age. No corrosion was evident
in the lap joint, belly skin, passenger and galley service door, and
lavatory service areas. No unrepaired damage was present that exceeded the
serviceability limitations allowed in the manufacturers structural repair
manual. Numerous fuselage skin patches have been installed on the aircraft
and details of those repairs considered significant by ASG International
have been included in Appendix IIIV attached hereto. A photo of each repair
has been included in the Photographic Survey section of this report.
The lower forward and aft cargo compartment floor panels, sidewall and
overhead liners, and bulkhead and access panel liners were not removed to
expose internal structure. The interior and visible structure of both
compartments was inspected. The forward compartment was found to be in
generally good condition and obviously exposed to limited use. The aft
compartment was found to be in fair condition and, like the forward
compartment, no unrepaired damage was observed. However, cleaning and
touch-up repainting is necessary in both compartments. The forward and aft
lower cargo compartments meet FAA Class "D" fire containment requirements.
10
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ASG International [LOGO] REPORT NUMBER 97003-ILF
Aircraft Inspection and Operator Evaluation Report REPORT DATE 10/28/97
5. AIRCRAFT INSPECTION SUMMARY (CONTINUED)
For the purpose of this inspection and evaluation, the engine data provided
in subsequent sections of this report and appendixes attached hereto relate
to the collateral engines identified by the Engine Serial Number ("ESN")
originally delivered to Carnival installed on aircraft MSN 23234 and
identified in the Aircraft Lease Agreement. A matrix of the engines
delivered with the aircraft and those currently installed is provided
below:
Position Collateral Engines Installed Engines
-------- ------------------ -----------------
#1 CFM56-3B-2, ESN 722324 CFM56-3C-1, ESN 727108
Installed in #2 position Removed from #2 position of
of N403KW N403KW
#2 CFM56-3B-2, ESN 725123 CFM56-3B-2, ESN 722324
In-shop undergoing repair Removed from #1 position of
and refurbishment N403KW
The detachable engine components and parts (i.e., inlet and engine cowling,
etc.) and non-detachable engine related airframe components and parts
(i.e., pylon and thrust reversers, etc.) were inspected along with an
in-situ inspection of the installed engines. No evidence of repair or
damage was evident to the inlet, engine cowling, external pylon structure,
or fan thrust reversers, except one exterior filler repair (approximately
10" diameter) installed on the #2 engine inboard thrust reverser sleeve.
Subsequent research of the aircraft maintenance and technical operations
records did not disclose the source of the damage or subsequent repair
method, however, the properties and repair techniques appear to be similar
and consistent with the properties and techniques utilized for thrust
reverser sleeve repairs previously observed on other thrust reverser
sleeves and confirmed to be in accordance with the manufacturers
recommendations.
Inspection of the wings, flaps and ailerons, as evident from the ground,
revealed no structural irregularities or evidence of corrosion. Neither
wing, or associated fuel or flight control system, exhibited evidence of
fuel or hydraulic leakage. Paint on the undersurface of the wings and
flight control surfaces was in fair condition. The outboard surface of the
inboard foreflap is abrading the inboard #2 engine pylon fairing during
extension and retraction. Adjustment of the flap and blending rework of the
affected fairing panel is necessary. There was no
11
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ASG International [LOGO] REPORT NUMBER 97003-ILF
Aircraft Inspection and Operator Evaluation Report REPORT DATE 10/28/97
5. AIRCRAFT INSPECTION SUMMARY (CONTINUED)
damage to the foreflap outboard surface evident. Also, no unrepaired
damage, corrosion, or hydraulic leaks were observed on the visible surfaces
of the horizontal and vertical stabilizers, rudder, elevators, or
empennage.
The original Auxiliary Power Unit ("APU"), MSN P-100009, has been removed
from the aircraft for routine repair and refurbishment since delivery. The
details provided herein, and in subsequent sections of this report and
appendixes attached hereto relate to the currently installed APU. An
operational check of the APU was accomplished and was found to be operating
within Carnival's "On-condition" APU maintenance program parameters.
The flight compartment, passenger and service entryways, galleys, and main
passenger cabin were inspected. In addition, the presence of and data
provided on, the aircraft data plate was verified and found to be
satisfactory. Ownership data plates were installed in the L1 door jamb
frame and cockpit, however, the data presented thereon was inaccurate. Both
placards state that the owner's address (ILFC) is 8484, Wilshire Boulevard,
Beverly Hills, California, and that the aircraft registry is OO-ILH (Air
Belgium).
General condition of the flight deck was found to be fair and requiring an
overall paint touch-up and cleaning. Cockpit equipment and instrumentation
appeared to be operative with all markings and placards in-place and
legible. Instrument, side, and overhead panels were found to be in good
condition and free of cracks and repairs. The captain's and first officer's
seats, covers, cushions, and seatbelts were in good condition, however, the
captain's seat back cushion cover does not fit properly and the second
observers seat bottom and back cushion covers are worn excessively and
require replacement. All cockpit windows were inspected and the captain's
forward and aft, and first officer's aft, eyebrow windows were found to
have minor delamination that is not obscuring vision and are within the
continued serviceability limits set forth in the manufacturers maintenance
manual.
The passenger cabin was clean with sidewall and overhead liners, and
overhead bins that are in good condition and substantially free of repair,
delamination, or damage. One Hundred Fifty Nine (159) passenger seats are
installed in a one-class economy configuration. Seat covers were standard
Carnival colors and seats, covers and cushions were found to be in fair
condition. A spot-check of seat cushion/cover assembly for compliance with
FAA fire-block and smoke
12
193
ASG International [LOGO] REPORT NUMBER 97003-ILF
Aircraft Inspection and Operator Evaluation Report REPORT DATE 10/28/97
5. AIRCRAFT INSPECTION SUMMARY (CONTINUED)
release requirements disclosed certification substantiation was evident
on some assemblies, however, not on others. A subsequent check of the
aircraft technical and maintenance records determined that the "original
seat, cushion, and cover textile manufacturers' fire-block and smoke
release FAA certification was available, but, substantiation of assemblies
or individual covers and cushions installed subsequent to aircraft
delivery was not available. It appears that Carnival has no system for
controlling or tracking interior fire-block compliance, which, considering
the frequency of passenger and flight attendant seat cover and cushion
changes necessary in normal operation, is an ongoing requirement. Some
passenger seatbelts installed were manufactured by American Safety, while
some were manufactured by Davis Products. All had the appropriate TSO-C22f
tag affixed.
Three galleys are installed in the aircraft, two adjacent the forward
galley service entrance, and one transverse galley aft of the left aft
passenger and right aft galley service doors. All equipment (except the
meal trolleys and standard containers) was installed and appeared to
function properly. The forward and aft galley service areas, including
floor mats, sidewall and overhead liners were in good condition, however,
a general cleaning was needed. Standing water was found in the aft galley
service area. A detailed inspection of this area disclosed the floor mat
to be sealed and no under-mat water migration or evidence of floorboard
corrosion was observed. All three galley units were in generally good
condition and free of unrepaired damage or corrosion.
The aircraft has six flight attendant positions; two located adjacent the
forward left main passenger door and four located in the aft galley
service area. The right aft flight attendant seat assembly has blue seat
back and headrest covers installed with a red seat bottom cover. All seat
cover bottoms are worn excessively and requires replacement. The aft
double flight attendant seat positions have a mixture of blue and brown
seatbelt and shoulder harness assemblies installed. All seat positions are
structurally sound and their retract mechanisms operated properly.
The one forward and two aft lavatories were found to be clean and in good
condition, except as noted. The floor mat/toilet shroud sealant joints
were intact and in good condition in the forward lavatory, however, the
floor mat/toilet shroud sealant joints in the two aft lavatories were
found peeling. No corrosion was evident in any lavatory. All waste
containers were fire-sealed and detection
13
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ASG International [LOGO] REPORT NUMBER 97003-ILF
Aircraft Inspection and Operator Evaluation Report REPORT DATE 10/28/97
5. AIRCRAFT INSPECTION SUMMARY (CONTINUED)
and suppression equipment was properly installed. The No-Smoking placards
installed in the forward and left aft lavatories are peeling but legible.
All other required placards and labels are properly installed and legible.
Carnival has modified the aircraft to include Sony Trans Com video and B/E
Aerospace audio entertainment systems. The installation and certification
documentation was found to be satisfactory, except as otherwise noted in
section 6.4. of this report.
Overall, the aircraft has been generally well-maintained and ASG
International's inspection did not reveal any significant structural,
systems, or aesthetic deficiencies.
14
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ASG International [LOGO] REPORT NUMBER 97003-ILF
Aircraft Inspection and Operator Evaluation Report REPORT DATE 10/28/97
6. MAINTENANCE AND INSPECTION PROGRAM
6.1 Airframe Program
Carnival has developed its own B737-400 Maintenance and Inspection Program
("Maintenance Program") which is approved by the U.S. Federal Aviation
Administration ("FAA"). The aircraft systems maintenance and inspection tasks,
as well as the structural sampling inspection and corrosion control tasks
recommended by the Boeing Maintenance Planning Document ("MPD") have been
incorporated into the Maintenance Program. Carnival has also developed,
implemented, and maintains an aircraft Continuing Analysis and Surveillance
("CAS") program to satisfy the requirements of U.S. Federal Aviation Regulation
("FAR") 121.373. The CAS program is utilized to determine the performance and
effectiveness of the Maintenance Program and allows for deviation, based upon
CAS program evaluation results, from the "Hard-time" and "On-condition"
airframe, engine, and airframe and engine systems maintenance and inspection
limitations set forth in the MPD.
The routine aircraft systems and structural maintenance and inspection
intervals approved by the Maintenance Program are described below.
Supplementary structural and individual component time or life expiry
limitations are set forth in the Carnival Air Lines "B737 Time Limit Control
Manual":
"Daily" Check Accomplished daily at each route terminus station
"A" Check One of six phases must be completed within 200 aircraft
flight hours, or two months (whichever occurs first) since
accomplishment of the last completed "A" check inspection,
with a 10% (20 hour) extension allowance provided by the
Maintenance Program
"C" Check One of six phases must be completed within 3,200 aircraft
flight hours, or twenty-four months (whichever occurs first)
since accomplishment of the last completed "C" check
inspection, with a 10% (320 hour) extension allowance
provided by the Maintenance Program
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ASG International [LOGO] REPORT NUMBER 97003-ILF
Aircraft Inspection and Operator Evaluation Report REPORT DATE 10/28/97
6. MAINTENANCE AND INSPECTION PROGRAM (CONTINUED)
6.1 Airframe Program (continued)
"D" Check One of six "D" check phases must be completed with the
accomplishment of each corresponding "C" check (eg., "D1" check
is accomplished at each "C1" check, etc.) within 3,200 aircraft
flight hours, or twenty-four months (whichever occurs first)
since accomplishment of the last completed "D" check inspection,
with a 10% (320 hour) extension allowed by the Maintenance
Program; provided however, each "D" check cycle (D1 through D6)
must be completed prior to the accumulation of 18,000 aircraft
hours, or twelve-years (whichever occurs first), since completion
of the last full "D" check cycle.
16
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ASG International [LOGO] REPORT NUMBER 97003-ILF
Aircraft Inspection and Operator Evaluation Report REPORT DATE 10/28/97
6. MAINTENANCE AND INSPECTION PROGRAM (CONTINUED)
6.2 Engine Program
The CFM56-3 series engines operated by Carnival are repaired and
refurbished by FAA certificated repair stations. Maintenance Program
"On-condition" engine serviceability and performance are continually
monitored and evaluated by in-flight Engine Condition Monitoring ("ECM")
and periodic on-wing tests, inspections and checks. Engines remain
installed until the earlier of the indication of on-wing ECM performance
limiting deterioration or the time/cycle expiration of an internal
Life-limited component or part.
The collateral engine bearing ESN 725123 is presently at Greenwich Air
Service (Dallas) undergoing shop-visit repair and refurbishment. The engine
was removed from the aircraft on 8/11/97 because of accessory gearbox
failure. The engine repair workscope provided by Carnival to Greenwich Air
Service includes "Cold" and "Hot" section inspections with repair of
observed discrepancies authorize as needed to restore engine performance.
It is worthy to note that no life-limited parts ("LLP") are scheduled for
retirement or replacement during this shop-visit. Considering the
anticipated April 1998 lease expiry return of this engine to ILFC, it is
likely that no additional engine shop-visit is anticipated or scheduled
prior return of the engine to ILFC. The life-limiting LLP at the time of
ASG international's inspection was 4,663 cycles (High Pressure Turbine
Rotor).
Also, while reviewing the engine's records a 6,289 hour and 2,722 cycle
accrual discrepancy between the hours/cycles recorded on Carnival's
"Aircraft Hour & Cycle Log, Form M-2 and Engine Life Parts Status, Form
M-45" and the total engine hours and cycles provided to Greenwich Air
Service with the engine workscope. To date this hour/cycle discrepancy has
not been reconciled.
17
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ASG International [LOGO] REPORT NUMBER 97003-ILF
Aircraft Inspection and Operator Evaluation Report REPORT DATE 10/28/97
6. MAINTENANCE AND INSPECTION PROGRAM (CONTINUED)
6.3 Auxiliary Power Unit Program
The APU is maintained during airframe maintenance checks. Continual
"On-condition" performance and periodic in-situ tests, inspections and
checks determine the need for off-aircraft shop-visit repairs or
refurbishment. No mandated APU hot section inspection or overhaul periods
are defined in the Maintenance Program. Further, Carnival does not track or
otherwise record the APU time/cycles accumulated during normal operation.
APU time/cycle recording is not required by the Maintenance Program.
Carnival's primary method of APU "On-condition" monitoring is through the
use of Carnival Air Lines developed Flight Log Monitoring ("FLM") program.
The FLM program utilizes flight log recorded APU operational data to
evaluate and graphically plot the APU's performance. Ambient air
temperature and, loaded and unloaded, APU exhaust gas temperature ("EGT")
is the primary recorded data used for FLM analysis. Carnival's stated,
though unwritten, policy is to remove the APU from service for
refurbishment when the "unloaded" corrected APU EGT, with aircraft ducts
pressurized, exceeds 400 degrees C.
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ASG International [LOGO] REPORT NUMBER 97003-ILF
Aircraft Inspection and Operator Evaluation Report REPORT DATE 10/28/97
6. MAINTENANCE AND INSPECTION PROGRAM (CONTINUED)
6.4 Records and Documentation
Carnival's record-keeping procedures and forms are defined within the
Carnival Air Lines "General Maintenance Manual, Volume I-VI". All
maintenance and technical operations records and documents are
maintained in English.
Routine aircraft maintenance and inspection task cards, flights logs,
Airworthiness Directive ("AD"), Service Bulletin, and modification
compliance documents are maintained in hard-copy format. Aircraft, engine
and related aircraft and engine system time/cycle accumulation, engine disk
sheets, and AD summary reports are maintained by computer networking of
individual record databases. A spot-check review of the computerized and
hard-copy aircraft records revealed that, for the most part, the records
required by U.S. Federal Aviation Regulation 121.380 are available.
Numerous minor recording errors and several discrepancies considered to be
significant were found during ASG International's spot-check review of the
aircraft records. Minor errors included obvious transcription errors such
as; part number/serial number transpositions; inspection and modification
compliance date and/or aircraft time/cycle notations on computerized
summaries that do not agree with the notations included on hard-copy
compliance records; and incomplete references related to AD compliance
summary and aircraft modification records (eg., the FAA Form 337 filed by
Carnival on 12/13/93 to record the "Video System Installation" does not
reference STC SA5135NM, and no FAA Form 8110-3 engineering approval was
available). While most of the record errors found can be considered minor
in nature and correctable, it should be noted that when the aircraft is
returned at lease expiration, the research necessary to correct
documentation errors may prove time consuming.
Errors of a more significant nature include the lack of available
shop-visit records for APU MSN P-100380 and current interior soft-goods FAR
25.853 fire-block and smoke release compliance certification. Also, origin
of the "Video System Installation" instruction documentation used to
install the system is unknown.
19
200
ASG International [LOGO] REPORT NUMBER 97003-ILF
Aircraft Inspection and Operator Evaluation Report REPORT DATE 10/28/97
6. MAINTENANCE AND INSPECTION PROGRAM (CONTINUED)
6.4 Records and Documentation (continued)
Correction of the discrepancies brought to the attention of Carnival Air
Lines personnel was actioned, however, definitive correction of each could
not be verified during ASG International's inspection visit.
Overall, the aircraft maintenance and technical operation records appear to
be generated and maintained according to FAR 121.380 requirements,
although, Carnival has no apparent functional system in place for verifying
the accuracy of the aircraft records. ILFC should allocate sufficient time
prior to Carnival's lease expiration return of the aircraft for completion
of a detailed records inspection and action correction of discrepancies
found.
20
201
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: 737-40A Time as of: OCT. 21, 1997 Date Manufactured: MAY 1993
Serial Number: 25104 Total Time (Hours): 15520 Availability
Registration Number: N771AS Total Cycles: 9370
WEIGHTS
Maximum Take Off Gross Weight: 143,500 LBS Operating Empty Weight:
Maximum Landing Weight: 121,000 LBS Maximum Taxi Wt. 144,000 LBS
Maximum Zero Fuel Weight: 113,000 LBS Fuel Capacity: (U.S. Gal.): 5,311 GALLONS
AIRFRAME STATUS
Last "C" Check OCT. 7, 1996 AT 11595H/7111C "D" Check Next Due MAY 2000
Next "C" Check JAN 1998 (15 MONTH INTERVAL) "D" Check Interval 7 YRS/5 YRS
ENGINES
Manufacturer: CFM Type: CFM5-63C-1
Position: No. 1 857582 No. 2 857583
Total Hours 15520 13396
Total Cycles 9370 8117
Cycles Remaining to 1st LLP 6430 7683
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Auto-Pilot DFC3 HONEYWELL (1) Weather Radar COLLINS
(1) Autothrottle SMITHS (2) ATC Transponder HONEYWELL
(2) VOR/ILS Rec. COLLINS (2) DME Interrogator COLLINS
(2) ADF Rec. COLLINS (2) Radio Altimeter COLLINS
(1) Marker Beacon COLLINS (1) Ground Prox. Warning SUNSTRAND
(2) VHF Transceiver COLLINS (1) Voice Recorder FAIRCHILD
(1) Selcal Decoder MOTOROLA (1) Flight Data Recorder FAIRCHILD
INTERIOR
Seat Manufacturer: AIREST Model (a)
First Class 8 Business Class 0 Tourist 132
Galleys: Number 2 FWD, 1 AFT Make DRIESSEN Lavatories: Fwd. 1 Aft. 2
202
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B737-408 Time as of: JULY 1997 Date Manufactured: JANUARY 1992
Serial No: 25371 Total Time (Hours): 14,736 Availability
Registration No: N404KW Total Cycles 6,889
WEIGHTS
Maximum Take Off Gross Weight: 150,000 LBS Operating Empty Weight: 75,568 LBS
Maximum Landing Weight: 124,000 LBS Maximum Taxi Weight: 150,500 LBS
Maximum Zero Fuel Weight: 117,000 LBS Fuel Capacity (U.S. Gal.): 5,311
AIRFRAME STATUS
Number of Phases for "C" Check: 6 Phases Number of Phases for "D" Check 8 Phases
"C" Check Intervals: 24 Months or 3200 Hours "D" Check Intervals: 12 Years or 18,000 Hours
Last "C" Check: C4 on 08/10/96 Last "D" Check: D4 on 05/10/98
Next "C" Check: C5 on 05/31/98 Next "D" Check: D5 on 05/31/98
ENGINES
Manufacturer: CFMI Model: CFM56-3-C1 Thrust Rating: 23,500 LBS
Position: No. 1: ESN 726393 No. 2: ESN 726397
Total Hours: 14009 14242
Total Cycles: 6612 6664
Last HSI: 11/13/96 12123 FH 07/05/96 11351 FH
Last Shop Visit: 11/13/96 12123 FH 07/05/96 11351 FH
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flt. Cont. Computer: Honeywell 10-62038-3 (3) Weather Radar: Collins WRT-701X
(1) Autothrottle Computer: Smiths 10-62017-21 (1) ATC Transponder: Collins 622-7878-120
(1) HF Transceiver: Collins 822-5377-001 (2) IRU: Honeywell S242T101-107
(2) VHF Transceiver: Collins 622-5219-004 (1) ADF Receiver: Collins 792-6275-005
(1) Voice Recorder: Sundstrand 980-6005-075 (1) Ground Prox. Warning: Sundstrand 522-OT102-206
(1) Selcal Decoder: Motorola N1401C (2) DME Interrogator: Collins 622-2921-006
(1) Flight Data Recorder: Sundstrand 980-4100DXUN (2) VOR/ILS Receiver: Collins 622-3257-001
(1) TCAS Computer: Bendix CAS-81
INTERIOR
First Class: N/A Business Class: N/A Tourist: 159
Galleys: G1/G2/G48 Lavatories: Fwd. 1 FLUSH Aft. 2 FLUSH
203
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B737-400 Time as of APRIL 1997 Date Manufactured MAY 1992
Serial No: 25372 Total Time (Hours) 14074 Availability
Registration No: TC-J01 Total Cycles 7370
WEIGHTS
Maximum Take Off Gross Wt. 150,000 LBS Operating Empty Wt.
Maximum Landing Wt. 124,000 LBS Maximum Taxi Wt. 150,500 LBS
Maximum Zero Fuel Wt. 117,000 LBS Fuel Capacity (U.S. Gal.) 5,311 GALLONS
AIRFRAME STATUS
Next "C" Check FEB. 1998 "C5" Next "Q" Check SEPT. 1999
"C" Check Interval 3750 FM "D" Check (or equivalent) Interval 23,500 FK
ENGINES
Manufacturer CFMI Type CFM56-3-C1
Position No. 1 856172 No. 2 856174
Total Hours 11279 14033
Total Cycles 5869 7341
Cycles Remaining to 1st LLP 9131 7659
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flight Control Computer HONEYWELL (1) Weather Radar BENDIX
(1) Autothrottle Computer SMITHS (2) ATC Transponder COLLINS
(2) VOR/ILS Rec. COLLINS (2) DME Interrogator COLLINS
(2) ADF Rec. COLLINS (2) Radio Altimeter TRT
(1) Marker Beacon BENDIX (1) Ground Prox. Warning ALLIED SIGNAL
(3) VHF Transceiver ALLIED SIGNAL (1) Voice Recorder FAIRCHILD
(1) HF Transceiver COLLINS (1) Flight Data Recorder ALLIED SIGNAL
(2) Long Range Navigation HONEYWELL (1) Selcal Decoder MOTOROLA
INTERIOR
Seat Manufacturer BURNS Model(s)
First Class 0 Business Class 18 Tourist 132
Galleys: Number 4 Make DRIESSEN Lavatories: Fwd. 1 (FLUSH) Aft. 2 (FLUSH)
204
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B737-500 Time as of OCT. 15, 1997 Date Manufactured April 1993
Serial No.: 25165 Total Time (Hours) 11112 Availability
Registration No.: E1-COT Total Cycles 10307
WEIGHTS
Maximum Take Off Gross Wt. 121,254 LBS Operating Empty Wt.
Maximum Landing Wt. 110,000 LBS Maximum Taxi Wt. 121,254 LBS
Maximum Zero Fuel Wt. 102,500 LBS Fuel Capacity (U.S. Gal.) 5,311 GALLONS
AIRFRAME STATUS
Next "C" Check SEPT. 1998 "4C" Next "D" Check APRIL 2001
"C" Check Interval 18 MONTHS "D" Check (or equivalent) interval 8 YEARS
ENGINES
Manufacturer CFMI Type CFM50-3-81
Position No. 1 856428 No. 2 857574
Total Hours 11120 11109
Total Cycles 10314 10303
Time Since Last Shop Visit 11120 11109
Cycles Remaining to 1st LLP 9686 9697
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flight Control Computer HONEYWELL (1) Weather Radar COLLINS
(1) Flight Management Computer SMITHS (2) ATC Transponder COLLINS
(3) VOR/ILS Rec. COLLINS (2) DME Interrogator BENDIX
(2) ADF Rec. COLLINS (2) Radio Altimeter COLLINS
(1) Marker Beacon COLLINS (1) Ground Prox. Warning SUNSTRAND
(3) VHF Transceiver COLLINS (1) Voice Recorder FAIRCHILD
(1) HF Transceiver COLLINS (1) Flight Data Recorder SUNSTRAND
(2) Long Range Navigation HONEYWELL (1) Selcal Decoder MOTOROLA
INTERIOR
Seat Manufacturer BE AEROSPACE Model(s)
First Class 0 Business Class 0 Tourist 117
Galleys: Number G1, G2, G3A, G4B, G6A, SG7 Make: SELL
Lavatories: Fwd. 1 (FLUSH) Aft 1 (FLUSH)
205
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B747-300 Time as of OCT. 15, 1997 Date Manufactured APRIL 1988
Serial No: 24108 Total Time (Hours) 42306 Availability
Registration No: PP-VOA Total Cycles 6250
WEIGHTS
Maximum Take Off Gross Wt. 833,000 LBS Operating Empty Wt. 390,000 LBS
Maximum Landing Wt. 830,000 LBS Maximum Taxi 836,000 LBS
Maximum Zero Fuel Wt. 535,000 LBS Fuel Capacity (U.S. Gal.) 53,611 GALLONS
AIRFRAME STATUS
Next "C" Check NOVEMBER 8, 1997 "C4" Next "D" Check JUNE 2001 "4C" Hrs./Cycle
"C" Check Interval 15 MONTHS "D" Check for equivalent Interval 60 MONTHS
ENGINES
Manufacturer GE Model CF6-80C2 Current Thrust Rating 55,980 LBS
Position No. 1 690202 No. 2 690203 No. 3 690204 No. 4 690205
Total Hours 30938 32883 31003 33751
Total Cycles 8495 8187 8744 8701
Cycles Remaining to 1st LLP 5619 3504 5223 4046
AVIONICS/COMMUNICATIONS EQUIPMENT
(3) Auto-Pilot HONEYWELL (2) Weather Radar BENDIX
(3) Flight Directors HONEYWELL (2) ATC Transponder HONEYWELL
(3) VOR/ILS Rec. COLLINS (2) DME Interrogator BENDIX
(2) ADF REC. COLLINS (3) Radio Altimeter TRT
(1) Marker Beacon COLLINS (1) Ground Prox. Warning ALLIED SIGNAL
(3) VHF Transceiver COLLINS (1) Voice Recorder FAIRCHILD
(2) HF Transceiver COLLINS (1) Flight Data Recorder ALLIED SIGNAL
(3) Long Range Navigation LITTON (1) Selcal Decoder MOTOROLA
INTERIOR
Seat Manufacturer BRICE (C & SC), SICMA (YCI) Model(s)
First Class 12 Business Class 61 Tourist 322
Galleys: Number 9 Make SELL Lavatories 16 [FLUSH]
206
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B757-200ER Time as of MAY 31, 1997 Date Manufactured FEB 1989
Serial No: 24367 Total Time (Hours) 29780 HOURS Availability
Registration No: EI-CLM Total Cycles 7888 CYCLES
WEIGHTS
Maximum Take Off Gross Weight 250,000 LBS Operating Empty Weight
Maximum Landing Weight 198,416 LBS Maximum Taxi Weight 251,000 LBS
Maximum Zero Fuel Weight 184,085 LBS Fuel Capacity (U.S. Gal.) 11,276 GALLONS
AIRFRAME STATUS
Last "4C" and "S4C" Check MARCH 1995 Next Anticipated "D" Check AT 43067 FH
"C" Check Interval 15 MONTHS OR 3000 FH "D" Check (or equivalent) Interval "C4" 22,400 FH
ENGINES
Manufacturer ROLLS ROYCE Model RR211-535E4-37 Current Thrust Rating 37,000 LBS
Position No. 1 S/N 30661 No. 2 S/N 30678
Total Hours 22793 19768
Total Cycles 6262 5396
Time Since Last Shop Visit 5863 FH (JAN. 1995) 8413 FH (APR. 1994)
Cycles Remaining to 1st LLP 8718 9604
AVIONICS/COMMUNICATIONS EQUIPMENT
(3) OFCS Auto-Pilot COLLINS 622-4591-512 (1) Weather Radar COLLINS 622-5133-005
(3) Flight Control Comp. COLLINS 622-4591-511 (2) ATC Transponder COLLINS 622-7678-201
(3) VOR/ILS Rec. COLLINS 622-5021-102 (2) DME Interrogator COLLINS 622-4540-001
(2) ADF Rec. COLLINS 622-5222-102 (3) Radio Altimeter COLLINS 622-4542-103
(2) VHF VOR/Marker COLLINS 622-5220-103 (1) Ground Prox. Warning SUNSTRAND 965-0546-002
(2) VHF Transceiver COLLINS 622-5219-004 (1) Voice Recorder FAIRCHILD A100-30
(2) HF Transceiver COLLINS 622-5272-001 (1) Flight Data Recorder CHECKSROKE 960-4100-DXUN
(3) Long Range Navigation (1) Selcal Decoder MOTOROLA N1298A
HONEYWELL HG1050A004
Aircraft is: (Check one) [X] Full EFIS [ ] PARTIAL EFIS [ ] Non-EFIS
INTERIOR
Seat Manufacturer AIRCRAFT FURNISHINGS, BURNS Model(s) 8D-100062/63 (FC), 86872000/3000 (YC)
First Class 26 Business Class 0 Tourist 153
Galleys: Number G1, G3R, G3R, G4 Make HENSHALLS Lavatories: 4 (FLUSH) Locations A, B, C, D
207
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B757-200ER Time as of SEPT. 7, 1997 Date Manufactured DEC. 1988
Serial No.: 24280 Total Time (Hours) 31976 Availability
Registration No.: N767GA Total Cycles 7842
WEIGHTS
Maximum Take Off Gross Wt. 250,000 LBS Operating Empty Weight
Maximum Landing Wt. 198,416 LBS Maximum Taxi Weight 251,000 LBS
Maximum Zero Fuel Weight 184,065 LBS Fuel Capacity (U.S. Gal.) 11,276 GALLONS
AIRFRAME STATUS
Remaining to "C" Check Hrs./Cycls. Remaining to "D" Check Hrs./Cycls.
"C" Check Interval "D" Check Interval (or equivalent) Interval
ENGINES
Manufacturer ROLLS ROYCE Model R8211-535-64 Thrust Rating 40,000 LBS
Position No. 1 S/N 30874 No. 2 S/N 30677
Total Hours 28769 29618
Total Cycles 7392 7283
Last Shop Visit AUG 1996 MARCH 1997
Cycles Remaining to 1st LLP
AVIONICS/COMMUNICATIONS EQUIPMENT
(3) Flight Control Comp. COLLINS 622-4591-511 (1) Weather Radar COLLINS 622-5132-106
(2) Flight Management Comp. (1) TCAS Transponder COLLINS 622-8971-020
COLLINS 408-2500-970
(1) VOP/Marker Beacon COLLINS (2) DME Interrogator COLLINS 622-4540-001
(2) ADF Rec. COLLINS 622-5222-102 (3) Radio Altimeter COLLINS 622-4542-103
(1) VHF ILS/only Rec. COLLINS 622-5220-103 (1) Ground Prox. Warning SUNSTRAND 965-0643-002
(2) VHF Transceiver COLLINS 622-5219-004 (1) Voice Recorder FAIRCHILD 93-A100-80
(2) HF Transceiver COLLINS HFS700 (1) Flight Data Recorder SUNSTRAND 980-4100-DXUN
(3) Long Range Nav. HONEYWELL HG1050AD05 (1) Selcal Decoder MOTOROLA N1298A
INTERIOR
Seat Manufacturer PTC (BC), BURNS (VC) Model(s) 950-25K-2B (BC), JB5-03-39 (YC)
First Class 0 Business Class 10 Tourist 192
Galleys: Number G4B, G1A Make DRIESSEN Lavatories: Fwd. 2 (FLUSH) Mid. 2 (FLUSH)
208
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B757-200ER Time as of OCTOBER 14, 1997 Date Manufactured MARCH 1994
Serial No: 26272 Total Time (Hours) 12041 Availability
Registration No: N805AM Total Cycles 5366
WEIGHTS
Maximum Take Off Gross Weight 230,000 LBS Maximum Taxi Weight 231,000 LBS
Maximum Landing Weight 198,000 LBS Operational Empty Weight 130,308 LBS
Maximum Zero Fuel Weight 184,000 LBS Fuel Capacity (U.S. Gal.) 11,276 GALLONS
AIRFRAME STATUS
Date of Next Anticipated "C" Check MAY 1998 Cycles Remaining to "D" Check 6634 CYCLES
Date of Last Anticipated "C" Check NOV. 1996 "D" Check (or equivalent) Interval "E5" EVERY 72
MONTHS OR 12,000 CYCLES
ENGINES
Manufacturer PRATT & WHITNEY Model PW2037 Thrust Rating 37,000 LBS
Position No. 1 S/N 726733 No. 2 S/N 726734
Total Hours 8913 9963
Total Cycles 3039 4521
Time Since Last Shop Visit 7950 HRS (SEPT. 1994) 1642 HRS (APR. 1997)
Cycles Remaining to 1st LLP 11961 10479
AVIONICS/COMMUNICATIONS EQUIPMENT
(3) Flight Control Comp. COLLINS 622-4591-512 (1) Weather Radar COLLINS 622-4542-103
(2ea) Flight Management Comp. & CDU HONEYWELL (2) ATC Transponder COLLINS 622-7878-201
(2) VOR/Marker Beacon COLLINS 622-5220-103 (2) DME Interrogator COLLINS 622-4540-001
(2) ADF Rec. COLLINS 622-5222-102 (3) Radio Altimeter COLLINS 622-4542-103
(3) VHF ILS/only Rec. COLLINS 622-5221-102 (1) Ground Prox. Warning SUNSTRAND 965-0645-006
(2) VHF Transceiver COLLINS 622-5219-004 (1) Voice Recorder SUNSTRAND 980-8005-078
(2) HF Transceiver COLLINS 622-5272-001 (1) Flight Data Recorder SUNSTRAND 880-4100-DXUN
(3) Long Range Nav. HONEYWELL HG1050A609 (1) Selcal Decoder MOTOROLA NA138-714B
INTERIOR
Seat Manufacturer BURNS Model(s) JBC2020A (BC). JB5 (YC)
First Class 0 Business Class 24 Tourist 150
Galleys: Number G1A, G18, G48 Make DRIESSEN Lavatories: (FLUSH) 4, LA, LS, LC, & LD
209
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B767-200 Time as of JULY 1997 Date Manufactured: AUG. 1987
Serial Number: 23807 Total Time (Hours): 25253 Availability
Registration Number: VH-RMO Total Cycles: 14304
WEIGHTS
Maximum Take Off Gross Wt. 345,000 LBS Operating Empty Wt.: 178,854 LBS
Maximum Landing Wt. 278,000 LBS Maximum Taxi Wt. 347,000 LBS
Maximum Zero Fuel Wt. 253,000 LBS Fuel Capacity (U.S. GAL.) 16,700 GALLONS
AIRFRAME STATUS
Next "C" Check JUNE 1997 Last "D" Check NOV. 1991
"C" Check Interval 18 MONTHS Next "4C" Check (or equivalent) NOV. 8, 1997
ENGINES
Manufacturer: GE Model: CF680A
Position No. 1 560347 No. 2 580342
Total Hours 31007 29777
Total Cycles 12284 11853
AVIONICS/COMMUNICATIONS EQUIPMENT
(3) Flight Control Computer COLLINS (1) Weather Radar ALLIED SIGNAL
(1) Autothrottle Computer GENERAL ELECTRIC (2) ATC Transponder HONEYWELL
(2) VOR/Marker ALLIED SIGNAL (2) DME Interrogator ALLIED SIGNAL
(2) ADF Rec. ALLIED SIGNAL (3) Radio Altimeter ALLIED SIGNAL
(1) VOR/LS only Rec. ALLIED SIGNAL (1) Ground Prox. Warning ALLIED SIGNAL
(2) VHF Transceiver COLLINS (1) Voice Recorder ALLIED SIGNAL
(2) HF Transceiver COLLINS (1) Flight Data Recorder ALLIED SIGNAL
(3) Long Range Navigation HONEYWELL (1) Selcal Decoder MOTOROLA
INTERIOR
Seat Manufacturer FEEL Model(s)
First Class 0 Business Class 0 Tourist 230
Galleys: Number 6 Make SELL Lavatories: 5 (VACUUM)
210
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B767-300 Time as of OCT. 11, 1997 Date Manufactured OCT. 1990
Serial No: 24798 Total Time (Hours) 20140 Availability
Registration No. HL-7264 Total Cycles 12206
WEIGHTS
Maximum Take Off Gross Wt. 345,000 LBS Operating Empty Wt. 193,581 LBS
Maximum Landing Wt. 300,000 LBS Maximum Taxi Wt. 347,000 LBS
Maximum Zero Fuel Wt. 278,000 LBS Fuel Capacity (U.S. Gal.)
AIRFRAME STATUS
Last "C" Check AT 16316 FH "SC" Next "SC" Check MAY 1998 Hrs./Cycles.
"C" Check Interval 18 MONTHS
ENGINES
Manufacturer GE Type CF880C288F
Position No. 1 702388 NO. 2 702389
Total Hours 20361 22569
Total Cycles 8993 6552
Time Since Last Shop Visit 369 (JUL. 97) 7351 (JAN. 96)
Cycles Remaining to 1st LLP
AVIONICS/COMMUNICATIONS EQUIPMENT
(3) Flight Control Computer COLLINS (2) Weather Radar BENDIX
(1) Autothrottle Computer GENERAL ELECTRIC (2) ATC Transponder COLLINS
(3) ILS Rec. COLLINS (2) DME Interrogator COLLINS
(1) ADF Rec. COLLINS (3) Radio Altimeter TRT
(3) VHF/VOR Rec. COLLINS (1) Ground Prox. Warning ALLIED
(2) VHF Transceiver COLLINS (1) Voice Recorder FAIRCHILD
(2) HF Transceiver COLLINS (1) Flight Data Recorder SUNSTRAND
(3) Long Range Navigation HONEYWELL (1) Selcal Decoder MOTOROLA
INTERIOR
Seat Manufacturer WEBER Model(s)
First Class 14 Business Class 0 Tourist 236
Galleys: Number F1, F2, M1, A1, A2, A3 Make NORDSKOG Lavatories: 6 (ONE WITH HANDICAP PROVISIONS)
211
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: B767-300ER Time as of OCT. 16, 1997 Date Manufactured APRIL 1993
Serial No: 26256 Total Time (Hours) 24588 Availability
Registration No. G-UKLH Total Cycles 3569
WEIGHTS
Maximum Take Off Gross Wt. 407,000 LBS Operating Empty Wt. 204,028 LBS
Maximum Landing Wt. 320,000 LBS Maximum Taxi Wt. 409,000 LBS
Maximum Zero Fuel Wt. 288,000 LBS Fuel Capacity (U.S. Gal.) 24,140 GALLONS
AIRFRAME STATUS
Last "C" Check PERFORMED JAN. 1997 Next "D" Check SCHEDULED JAN. 2003
"C" Check Interval 24 MONTHS "D" Check for equivalent Interval 72 MONTHS
ENGINES
Manufacturer GE Model CF6-BOC2B6F Current Thrust Rating 61,000 LBS
Position No. 1 S/N703145 NO. 2 S/N 703148
Total Hours 22755 21783
Total Cycles 3307 3155
Time Since Last Shop Visit 4650 HRS (NOV. 1996) 3678 HRS (JAN. 1997)
Cycles Remaining to 1st LLP 11376 11226
AVIONICS/COMMUNICATIONS EQUIPMENT
(3) Flight Control Computer COLLINS 622-8767-103 (1) Weather Radar COLLINS 622-5132-109
(2) Flight Directors COLLINS (2) ATC Transponder COLLINS 622-7878-201
(2) VOR/ILS Rec. COLLINS 622-5220-103 (2) DME Interrogator COLLINS 622-4540-301
(2) ADF Rec. COLLINS 622-5222-102 (3) Radio Altimeter COLLINS 622-5001-109
(2) Marker Beacon COLLINS 622-6220-103 (1) Ground Prox. Warning SUNSTRAND 905-0648-0
(3) VHF Transceiver COLLINS 622-5219-004 (1) Voice Recorder FAIRCHILD 93-A100-80
(2) HF Transceiver COLLINS 622-5272-001 (1) Flight Data Recorder SUNSTRAND 981-4100BXL
(3) Long Range Nav. HONEYWELL HG105A008 (1) Selcal Decoder MOTOROLA NA138-7148
Aircraft is: (Check one) [X] Full EFIS [ ] Partial EFIS [ ] Non-EFIS
INTERIOR
Seat Manufacturer FEEL Model(s)
First Class 0 Business Class 0 Tourist 327
Galleys: Number F6, A4, A1, A2, A3 Make HENSHALLS Lavatories: Fwd. Aft.
212
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: 8767-300ER Time as of OCT. 8, 1997 Date Manufactured SEPT 1994
Serial No: 26260 Total Time (Hours) 13225 Availability
Registration No: DQ-FJC Total Cycles 2683
WEIGHTS
Maximum Take Off Gross Wt. 380,000 LBS Operating Empty Wt.
Maximum Landing Wt. 320,000 LBS Maximum Taxi Wt. 381,000 LBS
Maximum Zero Fuel Wt. 288,000 LBS Fuel Capacity (U.S. Gal.) 24,140 GALLONS
AIRFRAME STATUS
Remaining to "C" Check 3845 FH Remaining to "D" Check 3 YEARS
"C" Check Interval 6,000 FH/3000 FC "D" Check for equivalent Interval 77 MONTHS
ENGINES
Manufacturer GE Type CF68DC2-84
Position No. 1 695634 No. 2 695835
Total Hours 13148 13097
Total Cycles 2491 2687
Date of Last Shop Visit FEB. 1987 DEC 1996
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flight Control Computer HONEYWELL (2) Weather Radar COLLINS
(2) Flight Management Computer HONEYWELL (2) ATC Transponder HONEYWELL
(1) DFOAU TELEDYNE (2) DME Interrogstar COLLINS
(3) VOR/ILS only Rec. COLLINS (1) TCAS Computer HONEYWELL
(2) VOR/ILS Rec. COLLINS ( ) Ground Prox. Warning
(3) VHF Transceiver COLLINS (1) Voice Recorder FAIRCHILD
(2) HF Transceiver COLLINS (1) Flight Data Recorder ALLIED SIGNAL
(3) Long Range Navigation HONEYWELL (1) Selcal Decoder MOTOROLA
INTERIOR
Seat Manufacturer CONTOUR (BC), SICMA (YC) Model(s)
First Class O Business Class 18 Tourist 245
Galleys: Number F1, A1, A2, A3, A4, M1, M2 Make SELL Lavatories: 7 (VACUUM)
213
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: F-70 Time as of SEPT 7, 1997 Date Manufactured DEC. 20, 95
Serial No: 11564 Total Time (Hours) 3068 Availability
Registration No: HA-LMA Total Cycles 2211
WEIGHTS
Maximum Take Off Gross Weight 36,740 KGS Maximum Taxi Weight 36,965 KGS
Maximum Landing Weight 34,020 KGS Maximum Payload
Maximum Zero Fuel Weight 31,975 KGS Fuel Capacity (U.S. Gal.) 2531 GALLONS
AIRFRAME STATUS
Remaining to "C" Check 3,452 HRS "D" Check is not determined yet for Malav's fleet
Last "C" Check Completed at 2540 HRS (MARCH '97) "C" Check Interval 4,000 HRS ("C1", "C2")
ENGINES
Manufacturer ROLLS ROYCE Model TAY MK620-15 Thrust Rating 13,850 LBS
Position No. 1 S/N 17137 No. 2 S/N 17136
Total Hours 3142 3142
Total Cycles 2243 2243
Time Since Last Shop Visit 3142 3142
Cycles Remaining to 1st LLP 17757 17757
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flight Control Computer COLLINS 622-7476-502 (1) Weather Radar ALLIED SIGNAL 204-1217-0416
(1) Flight AUG Computer COLLINS 622-7478-501 (2) ATC Transponder ALLIED SIGNAL 066-01127-1101
(2) VOR/Marker Beacon Receiver (2) DME Interrogator ALLIED SIGNAL 204-1167-3707
ALLIED SIGNAL 204-1231-3614
(1) ADF Receiver ALLIED SIGNAL 204-1168-7513 (2) Radio Altimeter THOMSON-CSF 9599-604-14941
(2) VHF Trans. ALLIED SIGNAL 204-1237-4429 (1) Ground Prox. Warning HONEYWELL 965-0676-020
(2) VHF/ILS only Receiver (1) Voice Recorder SUNSTRAND 980-6022-001
ALLIED SIGNAL 204-1230-3527
(1) HF Transceiver COLLINS 622-5272-001 (1) Flight Data Recorder ALLIED SIGNAL 980-4700-003
(2) Inertial Ref. Unit HONEYWELL HG2001BC02 (2) Flight management Computer HONEYWELL
PROVISIONS FOR TCAS
INTERIOR
Seat Manufacturer FEEL Model(s) 990-MA111
First Class 0 Business Class 0 Tourist 75
Galleys: Number G1, G2 Make DRIESSEN Lavatories: Fwd. 0 Aft. 1 LH, 1 RH (FLUSH)
214
International Lease Financial Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90087
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: F-70 Time as of SEPT. 7, 1997 Date Manufactured Feb. 14, 1996
Serial No.: 11565 Total Time (Hours) 3044 Availability
Registration No: HA-LMB Total Cycles 2135
WEIGHTS
Maximum Take Off Gross Weight 36,740 KGS Maximum Taxi Weight 36,965 KGS
Maximum Landing Weight 34,020 KGS Maximum Payload
Maximum Zero Fuel Weight 31,976 KGS Fuel Capacity (U.S. Gal.) 2531 GALLONS
AIRFRAME STATUS
Remaining to "C" Check 3,402 HRS "D" Check is not determined yet for Maley's Fleet
Last "C" Check Completed at 2446 HRS (APR '97) "C" Check Interval 4,000 HRS ("C1", "C2")
ENGINES
Manufacturer ROLLS ROYCE Model TAY MK620-15 Thrust Rating 13,850 LBS
Position No. 1 S/N 17143 No. 2 S/N 17144
Total Hours 3058 3058
Total Cycles 2139 2139
Time Since Last Shop Visit 3058 3058
Cycles Remaining to 1st LLP 17861 17861
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flight Control Computer COLLINS 622-7476-502 (1) Weather Radar ALLIED SIGNAL 204-1217-0416
(1) Flight AUG Computer COLLINS 622-7478-501 (2) ATC Transporter ALLIED SIGNAL 066-01127-1101
(2) VOR/Marker Beacon Receiver (2) DME Interrogator ALLIED SIGNAL 204-1167-3707
ALLIED SIGNAL 204-1231-3614
(1) ADF Receiver ALLIED SIGNAL 204-1168-7513 (2) Radio Altimeter THOMSON-CSF 9599-604-14941
(2) VHF Trans. ALLIED SIGNAL 204-1237-4429 (1) Ground Prox. Warning HONEYWELL 965-0676-020
(2) VHF/ILS only Receiver (1) Voice Recorder SUNSTRAND 980-8022-001
ALLIED SIGNAL 204-1230-3527
(1) HF Transceiver COLLINS 622-5272-001 (1) Flight Data Recorder ALLIED SIGNAL 980-4700-003
(2) Inertial Ref. Unit HONEYWELL HG2001BC02 (2) Flight management Computer HONEYWELL
PROVISIONS FOR TCAS
INTERIOR
Seat Manufacturer: FEEL Model(s) 990-MA111
First Class 0 Business Class 0 Tourist 75
Galleys: Number G1.G2 Make DRIESSEN Lavatories: Fwd. 0 Aft. 1LH, 1RH (FLUSH)
215
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: F-70 Time as of SEPT 7, 1997 Date Manufactured MAR. 8, '96
Serial No. 11569 Total Time (Hours) 2968 Availability
Registration No.: HA-LMC Total Cycles 2070
WEIGHTS
Maximum Take Off Gross Weight 36,740 KGS Maximum Taxi Weight 36,965 KGS
Maximum Landing Weight 34,020 KGS Maximum Payload
Maximum Zero Fuel Weight 31,975 KGS Fuel Capacity (U.S. Gal.) 2531 GALLONS
AIRFRAME STATUS
Remaining to "C" Check 3,451 HRS "D" Check is not determine yet for Malev's fleet
Last "C" Check Completed at 2419 HRS (APRIL '97) "C" Check Interval 4,000 HRS ("C1", "C2")
ENGINES
Manufacturer ROLLS ROYCE Model TAY MK620-16 Thrust Rating 13,850 LBS
Position No. 1 S/N 17153 No. 2 S/N 17152
Total Hours 2979 2979
Total Cycles 2074 2074
Time Since Last Shop Visit 2979 2979
Cycles Remaining to 1st LLP 17926 17926
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flight Control Computer COLLINS 622-7476-502 (1) Weather Radar ALLIED SIGNAL 204-1217-0418
(1) Flight AUG Computer COLLINS 622-7478-501 (2) ATC Transponder ALLIED SIGNAL 068-01127-1101
(2) VOR/Marker Beacon Receiver (2) DME Interrogator ALLIED SIGNAL 204-1167-3707
ALLIED SIGNAL 204-1231-3614 (2) Radio Altimeter THOMSON-CSF 9599-604-14941
(1) ADF Receiver ALLIED SIGNAL 204-1168-7513 (1) Ground Prox. Warning HONEYWELL 966-0676-020
(2) VHF Trans. ALLIED SIGNAL 204-1237-4429 (1) Voice Recorder SUNSTRAND 980-6022-001
(2) VHF/ILS only Receiver (1) Flight Data Recorder ALLIED SIGNAL 960-4700-003
ALLIED SIGNAL 204-1230-3527 (2) Flight management Computer HONEYWELL
(1) HF Transceiver COLLINS 622-5272-001
(2) Inertial Ref. Unit HONEYWELL HG20018C02
PROVISIONS FOR TCAS
INTERIOR
Seat Manufacturer FEEL Model(s) 990-MA111
First Class 0 Business Class 0 Tourist 75
Galleys: Number G1, G2 Make DRIESSEN Lavatories: Fwd. 0 Aft. 1 LH, 1 RH (FLUSH)
216
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: MD-82 Time as of: MAY 31, 1997 Date Manufactured: MARCH 1989
Serial No.: 49825 Total Time (Hours): 25103 Availability
Registration N94OAS Total Cycles: 15963
WEIGHTS
Maximum Take Off Gross Weight: 149,500 LBS Manufacturers Empty Weight: 77,526 LBS
Maximum Landing Weight: 130,000 LBS Maximum Taxi Weight: 155,000 LBS
Maximum Zero Fuel Weight: 120,000 LBS Fuel Capacity (U.S. Gal.): 5,800
AIRFRAME STATUS
Time Remaining to "X" Check (15,000 Hrs) 4480 HRS Time Remaining to "C" Check 273 DAYS
Time Remaining to "K" Check (30,000 Hrs) 4896 HRS
ENGINES
Manufacturer: PRATT & WHITNEY Model: JT8D-217C Thrust Rating: 20,000 LBS
Position No. 1 S/N 718219 No. 2 S/N 718227
Total Hours 20569 22304
Total Cycles 12692 14128
Cycles remaining to 1st LLP 5370 4250
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Autopilot: HONEYWELL 4D34241-971 (1) Flight Data Recorder: SUNDSTRAND 980-4100-DXUS
(2) Weather Radar: HONEYWELL MI585305-D84 (1) ATC Transponder: COLLINS 622-22274-001
(2) VOR/ILS Receiver COLLINS 622-3255-001 (2) DME Interrogator: BENDIX 058-1093-00
(2) ADF Receiver: COLLINS 622-5222-001 (2) Radio Altimeter: COLLINS 622-3890-014
(1) Marker Beacon: COLLINS 522-2996-011 (1) Ground Prox. Warning: SUNDSTRAND 980-6005-076
(2) VHF Transceiver: COLLINS 622-1396-101 (1) Voice Recorder: LORAL 93A100-82
(1) Selcal Decoder: MOTOROLA NA13358
INTERIOR
Seat Manufacturer: JEPSON BURNS Model(s)
First Class: 10 Business Class: N/A Tourist: 125
Galleys: G1/G2/G3/G3A/G4 Make: Driessen Lavatories: Fwd. 1 FLUSH Aft. 2 FLUSH
217
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: MD-83 Time as of: JULY 31, 1997 Date Manufactured: DECEMBER 1986
Serial Number: 49622 Total Time (Hours): 18,631 Availability
Registration Number: F-GMEB Total Cycles: 10,585
WEIGHTS
Maximum Take Off Gross Weight: 160,000 LBS Operating Empty Weight: 85,637 LBS
Maximum Landing Weight: 158,000 LBS Maximum Taxi Weight: 161,000 LBS
Maximum Zero Fuel Weight: 122,000 LBS Fuel Capacity (U.S. Gal.): 5,809
AIRFRAME STATUS
Date of Last "C" Check DECEMBER 1996 Anticipated Date of Next "D" Check DECEMBER 1998
ENGINES
Manufacturer: PRATT & WHITNEY Type: JT80-219
Position No. 1 S/N 718184 No. 2 S/N 718185
Total Hours: 18029 17266
Total Cycles: 9657 9868
Cycles Remaining to 1st LLP 2343 1435
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Flt Guidance Comp: SPERRY 4034241-930 (1) Weather Radar: COLLINS 622-5132-101
(2) HF Transceiver: COLLINS 622-3371-001 (2) ATC Transponder: COLLINS 622-2224-001
(2) VHF Transceiver: COLLINS 622-1181-006 (2) ADF Receiver: COLLINS 622-5222-001
(1) Voice Recorder: SUNDSTRAND 980-8005-076 (1) Ground Prox. Warning: SUNDSTRAND 985-0476-086
(1) Selcal Decoder: MOTOROLA N13358 (2) DME Interrogator: COLLINS 622-2921-001
(1) Flight Data Recorder: SUNDSTRAND 980-4100-DXUS (2) VOR/ILS Receiver: COLLINS 622-3255-001
(2) Radio Altimeter: COLLINS 622-3890-014 (1) Marker Beacon: COLLINS 522-2896-011
INTERIOR
Seat Manufacturer: JEPSON BURNS Model (s)
First Class: N/A Business Class: N/A Tourist: 159
Galleys: G1/G2/G3A/G4 MAKE: NORDSKOG Lavatories: Fwd. 1 FLUSH Aft. 2 FLUSH
218
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
AIRCRAFT SPECIFICATIONS
GENERAL INFORMATION
Aircraft Type: MD-83 Time as of: OCTOBER 17, 1997 Date Manufactured: MARCH 1989
Serial Number: 49824 Total Time (Hours): 22073 Availability
Registration Number: N94200 Total Cycles: 16941
WEIGHTS
Maximum Take Off Gross Weight: 160,000 LBS Operating Empty Weight: 86,659 LBS
Maximum Landing Weight: 150,000 LBS Maximum Taxi Weight: 161,000 LBS
Maximum Zero Fuel Weight: 122,000 LBS Fuel Capacity (U.S. Gal.): 5,846
AIRFRAME STATUS
Last "C" Check: DECEMBER 1996 AT 19271 HRS Last "D" Check: DECEMBER 1996
Next "C" Check: DECEMBER 1997 AT 22771 HRS Next "D" Check: DECEMBER 2002
ENGINES
Manufacturer PRATT & WHITNEY Model JTBO-218
Thrust Rating: 21,800 LBS
Position Number 1: 718204 Position Number 2: 718208
Total Hours: 16174 Total Hours: 14569
Total Cycles: 10956 Total Cycles: 11381
Time Since Last Shop Visit: 2837 HOURS (AUG '96) Time Since Last Shop Visit: 2011 HOURS
Time remaining to 1st LLP: 8244 CYCLES Time remaining to 1st LLP: 4385 CYCLES
AVIONICS/COMMUNICATIONS EQUIPMENT
(2) Auto-Pilot/Flt. Director: SPERRY 4034241-970 (2) Weather Radar: BENDIX 2041217-0414
(1) TCAS: HONEYWELL 406-6010-901/902 (2) ATC Transponder: HONEYWELL 407-1416-809
(2) VOR/ILS Receiver: BENDIX 2041234-3401 (2) DME Interrogator: COLLINS 622-2921-001
(2) ADF Receiver: COLLINS 2041168-7501 (2) Radio Altimeter: COLLINS 622-3890-014
(2) Marker Beacon: COLLINS 2067621-2811 (1) Ground Prox. Warning: SUNSTRAND 985-0476-088
(2) VHF Transceiver: COLLINS 622-1181-006 (1) Voice Recorder: SUNSTRAND 980-6005-076
(2) HF Transceiver: COLLINS 622-3371-001 (1) Flight Data Recorder: SUNSTRAND 980-4100-DXUS
(2) Air Data Comp.: HONEYWELL HG280D80 (1) Selcal Decoder: MOTOROLA N1335A
INTERIOR
Seat Manufacturer: BURNS Model(s)
First Class: 12 Business Class: N/A Tourist: 118
Galleys: G1, G2, G3, G4, G48, G5 Lavatories: 3 TOTAL (1) Fwd. (2) Aft.
219
EXHIBIT B
ADJUSTMENT REPORT
1. AIRCRAFT CONDITION
DESCRIPTION OF AIRCRAFT/ENGINES
CONDITION OF AIRCRAFT
Airframe total hours
Airframe total landings
hours/cycles since last "C" check
hours/cycles since last "structural" check
CONDITION OF ENGINES
total hrs/cycles
cycles since last shop visit
time remaining to next life limiting part removal
CONDITION OF APU
CONDITION OF LANDING GEAR
2. LEASE TERMS
Lessee..................................................................
Lease term..............................................................
Security Deposit........................................................
Rent....................................................................
Reserves................................................................
Airframe...........................................................
Engines............................................................
Additional Rent.........................................................
Letter of Credit/Guarantee..............................................
Country of Registration.................................................
Maintenance program.....................................................
Maintenance Performer...................................................
Insurance...............................................................
Purchase Option.........................................................
Termination Option......................................................
Extension Option........................................................
3. OTHER ADJUSTMENT ITEMS..................................................
4. PURCHASE PRICE ADJUSTMENT...............................................
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EXHIBIT C
FORM OF LEGAL OPINION TO BE DELIVERED BY CORPORATE COUNSEL OF SELLER PURSUANT
TO SECTION 9.02(d)
Morgan Stanley Aircraft Finance
c/o KPMG Corporate Finance
Russell Court
St. Stephen's Green
Dublin 2
Ireland
Gentlemen:
This opinion is furnished to you pursuant to Section 9.02(d) of that
certain Asset Purchase Agreement, dated as of November 10, 1997 (the "ASSET
PURCHASE AGREEMENT"), entered into between International Lease Finance
Corporation ("SELLER" or "ILFC") and Morgan Stanley Aircraft Finance, a
statutory trust established under the laws of the State of Delaware ("BUYER").
Any and all initially capitalized terms used herein shall have the meanings
ascribed thereto in the Asset Purchase Agreement, unless otherwise specifically
defined herein.
In rendering this opinion, I have examined each of the following documents:
(A) a __________ of the Asset Purchase Agreement;
(B) the Restated Articles of Incorporation and the By-laws of Seller and
Aircraft SPC-5, Inc. ("SPC-5"), each as in effect on the date hereof;
(C) such other documents as I have deemed necessary or appropriate as a
basis for the opinions hereafter expressed.
I have examined such questions of law as I have considered necessary or
appropriate for the purposes of this opinion. This Opinion Letter is governed by
and will be interpreted in accordance with the Legal Opinion Accord ("ACCORD")
of the American Bar Association Section of Business Law (1991). As a
consequence, it is subject to a number of qualifications, exceptions,
definitions, limitations on coverage and other limitations, all as more
particularly described in the Accord, and this Opinion Letter should be read in
conjunction therewith. This Opinion Letter is also governed by and will be
interpreted in accordance with the
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221
"California Provisions" and the "California Generic Exception" as defined in the
California Business Law Section Supplement to the Accord, and this Opinion
letter should be read in conjunction therewith.
Based upon and subject to the foregoing, I am of the opinion that:
1. Each of ILFC and SPC-5 is a corporation duly organized, validly
existing and in good standing under the laws of the State of California and each
has all corporate powers and all governmental licenses, authorizations, permits,
consents and approvals required to carry on its business as now conducted other
than (a) such licenses, authorizations, permits consents and approvals, the
absence of which would not have a material adverse effect on any Aircraft and
(b) such matters as are set forth in Schedule 3.01 of the Asset Purchase
Agreement.
2. The execution and delivery by Seller of the Asset Purchase Agreement,
and the performance by Seller of its obligations under the Asset Purchase
Agreement, (a) are within the corporate powers of ILFC, (b) have been duly
authorized by all necessary corporate action on the part of ILFC, (c) do not and
will not contravene or conflict with any provision of (i) law, rule or
regulation, (ii) any judgment, injunction, decree or order to which ILFC or
SPC-5 is a party or by which ILFC or SPC-5 is bound, (iii) the articles of
incorporation or by-laws of ILFC or SPC-5, or contravene or result in any breach
of, constitute a default under, give rise to any right of termination,
cancellation or acceleration of any right or obligation or to the loss of any
benefit relating to the Purchased Assets to which ILFC or SPC-5 is entitled, or
result in the creation of any lien upon the property of ILFC or SPC-5 (including
any Purchased Assets) under any indenture, mortgage, chattel mortgage, deed of
trust, conditional sales contract, lease or other agreement or instrument to
which ILFC or SPC-5 is a party or by which IFLC or SPC-5 is bound.
3. There are no proceedings pending or, to the best of my knowledge after
due inquiry, threatened against ILFC or affecting any Purchased Asset before any
court, governmental agency or arbitrator or which purport to affect the
legality, validity, binding effect or enforceability of the Asset Purchase
Agreement.
4. ILFC is not in violation of, has not violated, has not given notice of
any violation of, and, to the best of my knowledge after due inquiry, has not
been threatened to be charged with any violation of, any California or United
States Federal law, rule, regulation, judgment, injunction, order or decree
applicable to the Purchased Assets.
C-2
222
223
5. The execution, delivery and performance by Seller of the Asset Purchase
Agreement and the consummation of the transactions contemplated thereby require
no action by or in respect of or filing with, any governmental body, agency, or
official other than compliance with the matters set forth in Schedule 3.03 of
the Asset Purchase Agreement.
6. The authorized capital stock of SPC-5 consists of 1,000 shares of
common stock, of which 100 shares are outstanding. Such outstanding shares have
been duly authorized and validly issued and are fully paid and non-assessable
and Seller has valid title thereto. Seller has good and marketable title to the
Aircraft, other than the Boeing 767-300 Aircraft MSN 24798 to which SPC-5 has
good and marketable title, in each case free and clear of all Liens created by
Seller or SPC-5, as applicable. Seller is the sole legal and beneficial owner of
the lessor's interest under the Lease Documents related to the Aircraft being
delivered.
No opinion is expressed herein as to the legality, validity or binding
nature (whether in accordance with its terms or otherwise) of the following
provisions: (i) that rights or remedies are not exclusive, (ii) that every right
or remedy is cumulative and may be exercised in addition to any other right or
remedy, (iii) that the election of a particular remedy does not preclude
recourse to one or more other remedies, or (iv) that failure to exercise or
delay in exercising rights or remedies will not operate as a waiver of any such
right or remedy.
I am a member of the bar of the State of California, and the foregoing
opinion is limited to the law of the State of California and the federal law of
the United States of America (but not tax or securities law).
The opinions expressed herein are solely for the benefit of Buyer in
connection with the transactions contemplated by the Asset Purchase Agreement.
This Opinion Letter may not be relied upon in any manner or for any purpose by
any other person or entity. ILFC does not assume any obligation to provide you
with additional information that may come to its attention after the date
hereof. Your recourse, if any, on account of any opinion herein proving
inaccurate, shall be against ILFC. I am rendering this opinion in my capacity as
Corporate Counsel and not individually.
Very truly yours,
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224
EXHIBIT D
Morgan Stanley Aircraft Finance
c/o KPMG Corporate Finance
Russell Court
St. Stephen's Green
Dublin 2
Ireland
Re: ASSET PURCHASE AGREEMENT DATED AS OF NOVEMBER 10, 1997
Ladies and Gentlemen:
We have acted as special New York counsel to International Lease Finance
Corporation, a California corporation (the "COMPANY"), in connection with the
transfer of certain aircraft and related assets from the Company to Morgan
Stanley Aircraft Finance, a Delaware business trust (the "BUYER"), pursuant to
that certain Asset Purchase Agreement dated as of November 10, 1997 (the
"PURCHASE AGREEMENT"), between the Company and the Buyer. We are providing this
opinion to you at the request of the Company pursuant to Section 9.02(x) of the
Purchase Agreement. Except as otherwise indicated, capitalized terms used in
this opinion and defined in the Purchase Agreement will have the meanings given
such terms in the Purchase Agreement.
For the purposes of this opinion, we have reviewed only the following
documents (collectively, the "DOCUMENTS") and made no other investigation or
inquiry:
(1) the Purchase Agreement; and
(2) that certain Servicing Agreement dated as of November 10, 1997 (the
"SERVICING AGREEMENT"), between the Company and Buyer.
As to relevant factual matters, we have relied upon the representations
made in the Documents. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with originals of all documents submitted to us as copies. We have, with your
consent, also assumed the following:
D-1
225
a. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of California. The
Company has the corporate power and authority to own its properties
and conduct its business as now being and heretofore conducted. The
Company has the corporate power and authority to enter into and carry
out the provisions of the Purchase Agreement and the Servicing
Agreement.
b. Each party to each of the Documents has duly authorized, executed and
delivered such Document, in its own respective capacity.
c. Each of the Purchase Agreement and the Servicing Agreement constitutes
the legally valid and binding obligation of each party thereto other
than the Company, enforceable against such parties in accordance with
its terms.
d. The parties to each of the Documents have taken all action they are
required to take under the Documents.
e. None of the execution, delivery or performance by the Company of its
obligations under the Purchase Agreement or the Servicing Agreement,
will conflict with or result in a violation of the Company's Articles
of Incorporation or By-Laws.
On the basis of such examination, our reliance upon the assumptions in this
opinion and our considerations of those questions of law we considered relevant,
and subject to the limitations and qualifications of this opinion, we are of the
opinion that: each of the Purchase Agreement and the Servicing Agreement
constitutes the legally valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws) and by general principles of equity, regardless of
whether considered in a proceeding in equity or at law.
Our opinions herein are subject to:
(i) public policy considerations, statutes or court decisions that
may limit the rights or a party to obtain indemnification against its own
gross negligence, willful misconduct or unlawful conduct; and
D-2
226
(ii) the unenforceability under certain circumstances of broadly or
vaguely stated waivers or waivers of rights granted by law where the
waivers are against public policy or prohibited by law.
The law covered by this opinion is limited to the present law of the State
of New York. We express no opinion as to the laws of any other jurisdiction and
no opinion regarding the statutes, administrative decisions, rules, regulations
or requirements of any county, municipality, subdivision or local authority of
any jurisdiction.
We advise you that the provisions of the Documents which provide for
non-exclusive jurisdiction of the courts of the State of New York and federal
courts sitting in such state, may not be binding on the courts in the forum(s)
selected or excluded.
This opinion is furnished by us as special New York counsel to the Company
and may be relied upon by you only in connection with the transactions
contemplated by the Purchase Agreement and the Servicing Agreement. It may not
be used or relied upon by you for any other purpose or by any other person, nor
may copies be delivered to any other person, without in each instance our prior
written consent.
Respectfully submitted,
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