EX-10.2
3
file3.htm
AIRCRAFT LEASE NOVATION AND AMENDMENT AGREEMENT
Table of Contents
THIS
AGREEMENT is made on this 17th day of August
2006
BETWEEN
 | |
| (1) | MAERSK
AIRCRAFT A/S, a limited company incorporated under the laws of the
Kingdom of Denmark and having its registered office at Copenhagen
Airport South, DK 2791 Dragør, Denmark (the
‘‘Existing
Lessor’’); |
| |
| (2) | ▇▇▇▇▇
FARGO BANK NORTHWEST, NATIONAL ASSOCIATION (not in its individual
capacity but solely as Owner Trustee pursuant to the Trust Agreement
(as defined below), a national banking association incorporated
under the laws of the State of Utah and having its principal place of
business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 12th Floor, Salt ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America (the
‘‘New Lessor’’);
and |
| |
| (3) | STERLING AIRLINES
A/S, a limited company incorporated under the laws of the Kingdom
of Denmark and having its registered office at ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇-▇▇▇▇ Dragør, Denmark (the
‘‘Lessee’’). |
| |
| RECITALS | |
| |
| (A) | Pursuant
to an Aircraft Lease Agreement dated 12 September 2005 between
the Existing Lessor as lessor and the Lessee as lessee in respect of
the Aircraft (the ‘‘Lease
Agreement’’) together with the Certificate of
Acceptance (collectively, the
‘‘Lease’’), the Existing
Lessor agreed to lease, and the Lessee agreed to take on lease, the
Aircraft upon the terms and conditions set out
therein. |
| |
| (B) | Pursuant to an Aircraft
Sale and Purchase Agreement dated on or about the date hereof between
the Existing Lessor as seller and the New Lessor as purchaser in
respect of the Aircraft (the ‘‘Sale
Agreement’’), the Existing Lessor has agreed to
sell, and the New Lessor has agreed to purchase, the Aircraft upon the
terms and conditions set out
therein. |
| |
| (C) | It is a condition
precedent to the Existing Lessor’s obligation to sell, and to
the New Lessor’s obligation to purchase, the Aircraft under the
Sale Agreement that the Existing Lessor, the New Lessor and the Lessee
execute this
Agreement. |
| |
| (D) | Accordingly, the
Existing Lessor and the New Lessor have requested, and the Lessee has
agreed, that with effect from the Effective Time (as defined below) the
Existing Lessor shall be released from, and the New Lessor shall
assume, all of the Existing Lessor’s rights, obligations, duties
and liabilities under the Lease on the terms and subject to the
conditions set out herein. |
| |
| (E) | The
Existing Lessor, the New Lessor and the Lessee have agreed to enter
into this Agreement for the purpose of giving effect to such novation
of the Lease and to amend and modify the Lease in connection with the
foregoing. |
NOW IT IS AGREED as
follows:
| |
| 1 | Definitions and
Interpretation |
| |
| 1.1 | In this Agreement,
(including the Recitals) the following expressions shall have the
following
meanings: |
‘‘Agent’’
means ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A., as agent under the Credit
Agreement.
‘‘Amendment
Agreement’’ means the agreement dated on or about the
date hereof between, inter alios, the Existing Lessor and the Lessee
amending the Letter Agreement and of which the New Lessor has received
a copy.
‘‘Certificate of
Acceptance’’ means the certificate of acceptance
rendered under the Lease and attached as Schedule 2
hereto;
‘‘Credit
Agreement’’ means ***;
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‘‘Effective
Time’’ means the date and time of execution by
the Existing Lessor, the New Lessor and the Lessee of the Effective
Time Notice;
‘‘Effective Time
Notice’’ means a notice substantially in the form
attached as Schedule 1
hereto;
‘‘Insurances’’
means the insurances taken out in respect of the Aircraft in accordance
with the Lease Agreement;
‘‘Lessee
Notice’’ means the notice in the form attached at
Schedule 3 hereto;
‘‘Letter
Agreement’’ means the Letter Agreement dated 13
September 2005 between, amongst others, the Existing Lessor and
the Lessee in respect of matters relating to, inter alia, the Lease and
of which the New Lessor has received a redacted
copy;
‘‘Maintenance
Contributions’’ means the contributions paid by
the Existing Lessor to the Lessee in accordance with Clause 9.2 of the
Lease Agreement prior to the Effective
Time;
‘‘Novated
Lease’’ means the Lease as novated, amended and
supplemented by this
Agreement;
‘‘Previous
Parties’’ means
***;
‘‘Replacement Security Deposit
Agreement’’ means the replacement security agreement
to be entered into on or prior to the Effective Time between the New
Lessor, the Lessee and
***;
‘‘Security Deposit Transfer
Instruction’’ means the written instruction to
*** by Existing Lessor, A/S Maersk Aviation Holding and the Lessee for
the transfer of the amount of USD *** from account no. *** with *** to
the account with the same bank as specified in the Replacement Security
Deposit Agreement;
‘‘Secured
Parties’’ has the meaning given to such term in
the Credit Agreement.
‘‘Trust
Agreement’’ means that certain Trust Agreement dated on
or about 15 August 2006 between ▇▇▇▇▇ Fargo Bank Northwest,
National Association, individually and to the extent set forth therein
and in all other respects solely as owner trustee and Aircastle
Investment Holdings 2 Limited (the ‘‘Owner
Participant’’) as the same may be amended or
supplemented from time to time.
| |
| 1.2 | Capitalised terms used, but not
defined, in this Agreement shall have the respective meanings assigned
to them in the Lease
Agreement. |
| |
| 2 | Novation |
| |
| 2.1 | As
and with effect from the Effective Time and subject, in each case, to
Clauses 2.3: |
| | |
| (a) | the New Lessor agrees with the
Lessee to assume the rights, obligations, duties and liabilities of the
Existing Lessor under the Lease; |
| | |
| (b) | the Lessee
releases the Existing Lessor from the Existing Lessor’s
obligations, duties and liabilities to the Lessee under the
Lease; |
| | |
| (c) | the Existing Lessor releases the Lessee
from the Lessee’s obligations, duties and liabilities to the
Existing Lessor under the Lease and the Existing Lessor agrees that it
has no further rights under the Lease; |
| | |
| (d) | the
Lessee agrees that it will not assert against the New Lessor any claim
or defence that it may have or have had against the Existing Lessor
under the Lease related to the period or arising prior to the Effective
Time; and |
| | |
| (e) | the Lessee agrees with the New
Lessor to perform its obligations under the Lease (as amended and
supplemented by this Agreement) in favour of the New
Lessor, |
each of the foregoing events and agreements
being conditional on, and taking effect simultaneously with, the
others.
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| |
| 2.2 | The Existing
Lessor, the New Lessor and the Lessee accordingly agree that as and
with effect from the Effective Time, the Lease shall be novated to the
New Lessor with the effect of constituting a new agreement in the form
of the Novated Lease between the New Lessor as lessor and the Lessee as
lessee. The Lessee acknowledges that the Aircraft was delivered to the
Lessee on 13 September 2005, that the Lessee is in possession of
the Aircraft pursuant to such delivery and that the New Lessor may rely
on the Certificate of Acceptance issued by the Lessee to the Existing
Lessor as though it had been issued to the New Lessor. It is
acknowledged by all parties hereto that no further physical delivery by
the New Lessor is required or contemplated as a result of this
Agreement. |
| |
| 2.3 | Without prejudice to
the rights of the New Lessor or the Lessee hereunder or under the
Novated Lease, the Lessee and the Existing Lessor agree that, in
respect of any losses, liabilities, claims, obligations or duties
suffered or incurred (and whether or not asserted) by either of them in
respect of the part of the Lease Period prior to the Effective Time,
each shall have the same rights and remedies against each other as it
would have had if the Existing Lessor had remained the
‘‘Lessor’’ under the Lease and this
Agreement had not been executed. The New Lessor shall not be
responsible to the Lessee and the Lessee shall not be responsible to
the New Lessor in respect of any such losses, liabilities, claims,
obligations or duties nor shall the Lessee or the New Lessor exercise
any set off or counterclaim against each other in respect of any such
losses, liabilities, claims, obligations or duties. |
| |
| 2.4 | Notwithstanding the provisions of
Clause 2.3 above, the parties specifically acknowledge and agree that
as of the Effective Time the New Lessor shall assume all duties,
obligations and liabilities of the Existing Lessor under the Lease in
respect of claims raised by the Lessee on or after 16 June 2006
in relation to contributions of the Lessor under clause 9 of the Lease
Agreement and that the Lessee has no rights against the Existing Lessor
in respect of the Maintenance Contributions, whether arising on or
after 16 June 2006. |
| |
| 2.5 | In the
event that any claim arising under or relating to the Lease or the
Novated Lease is raised by the Lessee at any time after the Effective
Time and both the New Lessor and the Existing Lessor reject such claim
by asserting that such claim relates to either (i) the
period prior to the Effective Time (in the case of the New
Lessor) or (ii) the period after the Effective Time (in the case of the
Existing Lessor), the New Lessor shall notwithstanding anything
set out to the contrary in this Agreement (and without
prejudice to any right of recourse as between the New Lessor and
the Existing Lessor) be liable towards the Lessee for the
fulfilment of such claim. |
| |
| 3 | Lease
Amendment |
| |
| 3.1 | As of, and with effect
from, the Effective Time the Lease, as novated hereby, shall be amended
as
follows: |
| | |
| (a) | ‘‘Agent’’
means ▇▇ ▇▇▇▇▇▇ Chase Bank, N.A. as agent under the Credit
Agreement; |
| | |
| (b) | ‘‘Credit
Agreement’’ means ***; |
| | |
| (c) | by
deleting the definition of ‘‘Banks’’ in
Clause 1.1 of the Lease Agreement in its entirety and by replacing the
reference to ‘‘Bank’’ and
‘‘Banks’’ each time it
appears with a reference to
‘‘Financiers’’ and inserting
the following new
definition: |
‘‘Financiers’’
means any lender or agent party to the Credit Agreement from time to
time or such other financing party as may be notified from time to time
by Lessor to Lessee.
| | |
| (d) | by deleting the
definition of ‘‘Owner’’ in Clause 1.1 of
the Lease Agreement and inserting the following new
definition: |
‘‘Owner’’
means ▇▇▇▇▇ Fargo Bank Northwest, National Association, not in its
individual capacity but as owner trustee for the Owner
Participant.
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| | |
| (e) | by deleting the
definition of ‘‘Place of Payment’’ in
Clause 1.1 of the Lease Agreement and inserting the following new
definition: |
‘‘Place of
Payment’’ means account number
***.
| | |
| (f) | by replacing the word
‘‘Lenders’’ in line 2 of clause 13.5 by the
‘‘Agent’’; |
| | |
| (g) | the
expression ‘‘Lessor’’ wherever it appears
in the Lease shall be treated as though it referred to the New Lessor
to the exclusion of the Existing Lessor, save in the reference to
delivery of the Aircraft in clause 3 of the Lease Agreement and save
for any references to ‘‘Lessor’’ which are
specifically amended by other provisions of this
Agreement; |
| | |
| (h) | by including references to
‘‘Owner Participant’’ and
‘‘Agent’’ after the word
‘‘Owner’’ each time such word appears in
clauses 13.6.1, 13.6.4, 13.6.5, 13.6.6, 13.6.7, 13.6.8, 13.7.1, 13.7.2,
13.8.1, 13.8.4, 13.10, 13.12.6, 13.12.7 and 13.13.1 of the Lease
Agreement (provided that any extra premium shall be payable by the New
Lessor); |
| | |
| (i) | by replacing the word
‘‘Lenders’’ with the word
‘‘Agent’’ after the word
‘‘or’’ in line 2 of clause 15.1 of the
Lease Agreement; |
| | |
| (j) | by including the words
‘‘or Owner Participant’’ after the word
‘‘Lessor’’ each time such word is used in
clause 15.2 of the Lease Agreement; |
| | |
| (k) | by
including the words ‘‘Owner Participant’’
after the word ‘‘Owner’’ and replacing the
word ‘‘Lenders’’ with the word
‘‘Agent’’, each time such words are used in
clauses 17.1 and 17.2 of the Lease
Agreement; |
| | |
| (l) | by deleting the word
‘‘Lessor’’ in line 7 of clause 18.3 of the
Lease Agreement and replacing it with the words ‘‘Owner
Participant’’; |
| | |
| (m) | by including the
words ‘‘novate and transfer’’ after the
word ‘‘assign’’ in clause 22.2 of the Lease
Agreement. |
| | |
| (n) | where the context so permits, the
expression the ‘‘Lease’’ wherever it
appears in the Lease Agreement shall be treated as though it referred
to the Novated Lease; |
| | |
| (o) | by deleting the notice
details for the Lessor in Clause 21.1 of the Lease Agreement and
substituting the following therefor: |
‘‘(i)
if to the Lessor to:
▇▇▇▇▇ Fargo Bank Northwest, National
Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇
▇▇▇▇▇
United States of America
Telefax no.: ▇▇ ▇▇▇
▇▇▇ ▇▇▇▇
Attention: Corporate Trust Department, MAC:
U1228-120
with a copy to:
Aircastle
Advisor LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Telefax no.: ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ / ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇’’.
| | |
| (p) | by substituting the
definition of ‘‘Tax Indemnitees’’ in the
Lease Agreement for the following new
definition: |
‘‘Tax
Indemnitees’’ means the Owner Participant, the
Lessor, the Owner and the Financiers;
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| | |
| (q) | by deleting Clause
19.2.1 of the Lease Agreement and substituting the following
therefor: |
‘‘Status: it has been
properly formed as a national banking association under the laws of the
State of Utah, United States of
America’’;
| | |
| (r) | by deleting the words
‘‘, subject to the Specific Aircraft
Lease’’ in line 2 of Annex F to the Lease
Agreement. |
| |
| 3.2 | With effect from the
Effective Time, all references to the Lease contained in any documents
delivered under or pursuant to the Lease will be construed as
references to the Novated Lease as it may be further amended from time
to time. |
| |
| 3.3 | New Lessor, Existing
Lessor and Lessee further agree: |
| | |
| (a) | as of the
date of this Agreement, the Additional Rent paid by Lessee less any
Maintenance Contributions made by Existing Lessor are as
follows: |
|
| | | | | | |
| | | | USD |
| *** | | | | | |
***
|
| *** | | | | | |
***
|
| *** | | | | | |
***
|
| *** | | | | | |
***
|
| *** | | | | | |
***
|
| *** | | | | | |
***
|
| *** | | | | | |
***
|
|
| | |
| (b) | as
of the date hereof, the Lessee has the following claims in respect of
maintenance contributions under Clause 9.2 and 9.3 of the Lease
Agreement for which the New Lessor shall be liable for in accordance
with clause 2.4, subject to such claims being eligible for coverage
under the said
clauses: |
|
| | | | | | |
| | | | USD |
| *** | | | | | |
***
|
| *** | | | | | |
***
|
| *** | | | | | |
***
|
| *** | | | | | |
***
|
| *** | | | | | |
***
|
| *** | | | | | |
***
|
| *** | | | | | |
***
|
|
| |
| 4 | Insurance |
| |
| 4.1 | The Lessee shall procure that with
effect from the Effective Time (i) the Owner Participant, the New
Lessor, the Agent and the Financiers (their respective successors,
assigns, shareholders, subsidiaries, affiliates, partners, contractors,
directors, officers, servants, agents and employees) are named as
additional insureds under the Insurances instead of the Existing Lessor
and (ii) the Previous Parties shall be additionally insured under those
of the Insurances that are referred to in clause 13.2.3 of the Lease
Agreement for a period of 24 months following the Effective Time. The
New Lessor shall reimburse the Lessee on demand for any costs incurred
by the Lessee in respect of increased premium or otherwise as a result
of adding such additional
insureds. |
| |
| 4.2 | The Lessee agrees with
the New Lessor and the Existing Lessor to provide copies of
certificates evidencing such amendments as are referred to in Clause
4.1 above to the New Lessor and the Existing
Lessor. |
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| |
| 5 | Relevant
Interests |
As a result of the events referred to in the
recitals and clauses 2 and 3, as of the Effective Time, the following
interests will exist in relation to the
Aircraft:
| | |
| (a) | New Lessor will be the legal owner
of the Aircraft; |
| | |
| (b) | Owner Participant will be
the beneficial owner of the Aircraft; |
| | |
| (c) | New
Lessor will lease the Aircraft to Lessee pursuant to the Novated
Lease; |
| | |
| (d) | Existing Lessor is the previous legal
and beneficial owner and previous lessor of the Aircraft;
and |
| | |
| (e) | *** are the previous financiers of the
Aircraft. |
| |
| 6 | Conditions
Precedent |
| |
| 6.1 | At the Effective Time,
the representation and warranties in this Agreement shall be true and
correct. In addition, on or before the Effective Time, the New Lessor
shall receive the following from the Lessee in form and substance
satisfactory to the New Lessor and the Existing Lessor will have
received the items in clauses (a), (b) and (f) below in form and
substance satisfactory to the Existing
Lessor: |
| | |
| (a) | a legal opinion dated as of the
Effective Time addressed to the New Lessor, the Financiers and the
Existing Lessor in respect of the due authorisation and execution of
this Agreement and related matters from the Lessee’s Danish
counsel, Plesner Svane
Grønborg; |
| | |
| (b) | evidence of the issue of each
approval, licence and consent which may be required in connection with
the performance by the Lessee of all its obligations under this
Agreement nd the Novated Lease; |
| | |
| (c) | a certified
copy of Lessee’s constitutional documents and specimen
signatures of the persons authorised to execute and deliver this
Agreement on behalf of the Lessee; |
| | |
| (d) | a
replacement deregistration power of attorney from the Lessee in favour
of the New Lessor in substantially the same form as the deregistration
power of attorney provided by the Lessee to the Existing
Lessor; |
| | |
| (e) | a replacement letter addressed to
Eurocontrol and/or other relevant air traffic control authority
executed by the Lessee in favour of the New Lessor, in substantially
the same form as the Eurocontrol letter provided by the Lessee to the
Existing Lessor; |
| | |
| (f) | certificates of
insurance and reinsurance (if applicable) evidencing compliance with
the provisions hereof and of the Lease as to insurances and
reinsurances (if applicable) and a broker’s letter of
undertaking from the Lessee’s insurance
broker; |
| | |
| (g) | original Replacement Security Deposit
Agreement; |
| | |
| (h) | evidence that the Security Deposit
Transfer Instruction will be rendered to *** immediately following the
Effective Time and that *** will effect the transfer as contemplated by
the Security Deposit Transfer Instruction;
and |
| | |
| (i) | copies of the Lessee’s air
transport license, air operator’s certificate and the
certificate of airworthiness, the radio license, noise certificate and
RVSM approval in respect of the
Aircraft. |
| |
| 6.2 | On or before the
Effective Time, the New Lessor will have received evidence from the
Existing Lessor that any security over the Aircraft in connection with
any prior financing of the Aircraft has been released and
discharged. |
| |
| 6.3 | On, before or
immediately after the Effective Time, the Lessee shall receive the
following from the New Lessor and/or the Existing Lessor in a form and
substance satisfactory to the Lessee: |
| | |
| (a) | evidence
that each approval, licence and consent which may be required in
connection with the performance by the New Lessor of all its
obligations under this Agreement and the Novated Lease have or will be
issued; |
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| | |
| (b) | the lease declaration in
a form capable of being registered with first priority with the Danish
Register of Rights over Aircraft; and |
| | |
| (c) | a legal
opinion from the legal advisors of each of the New Lessor and the
Existing Lessor dated as of the Effective Time addressed to the Lessee
in respect of the due incorporation of the New Lessor and due
authorisation and due execution by the New Lessor and the Existing
Lessor of this Agreement and related matters; |
and upon
the requirements of this clause 6.3 having been met, either of the New
Lessor or the Existing Lessor may require that the Lessee executes the
Effective Time Notice.
| |
| 6.4 | The
conditions specified in Clause 6.1 and 6.2 are for the benefit of the
New Lessor and may be waived or deferred in whole or in part and with
or without conditions by the New Lessor. The conditions specified in
Clause 6.3 are for the benefit of the Lessee and may be waived or
deferred in whole or in part and with or without conditions by the
Lessee. The conditions specified in Clause 6.1(a), 6.1(b) and 6.1(f)
are for the benefit of the Existing Lessor and the New Lessor and may
be waived or deferred in whole or in part and with or without
conditions by the New Lessor and the Existing
Lessor. |
| |
| 7 | Lessee
Notice |
| |
| 7.1 | At the Effective Time, the
New Lessor and the Agent shall furnish to the Lessee a written notice
in substantially the form of Schedule 3 hereto (the
‘‘Lessee Notice’’), and upon
receipt by Lessee of the Lessee Notice, Lessee shall take the following
actions: |
| | |
| (i) | Lessee shall make all
rental and other payments due under the Lease Agreement by wire
transfer to the account set forth in the Lessee
Notice; |
| | |
| (ii) | Lessee shall cause the
hull and liability insurance covenants required to be maintained by the
Lessee under the Lease Agreement to be endorsed as specified in the
Lessee Notice and Clause 4 hereof;
and |
| | |
| (iii) | Lessee will acknowledge the
Lessee Notice as provided therein, by delivering to the New Lessor and
the Agent a counterpart thereof duly executed by the
Lessee. |
| |
| 8 | Undertakings and
Acknowledgements |
| |
| 8.1 | The Lessee
undertakes to procure that the documents listed in Clause 6.1 are
delivered to the New Lessor and Existing Lessor (where applicable) no
later than at the Effective
Time. |
| |
| 8.2 | The Lessee undertakes, at the
New Lessor’s cost, to replace the fireproof plates currently
affixed to the Aircraft and each Engine with new fireproof plates
bearing the wording: |
‘‘This
Aircraft/Engine is owned by ▇▇▇▇▇ Fargo Bank Northwest, National
Association as owner trustee, leased to Sterling Airlines A/S and may
not be operated by any other person without the prior written consent
of ▇▇▇▇▇ Fargo Bank Northwest, National
Association’’
and to notify the New Lessor
of such replacement, as soon as practicable (but, in any event, not
later than 10 Business Days) after the Effective
Time.
| |
| 8.3 | The Lessee further
undertakes, at no cost to the Lessee, to perform and do all such other
and further acts and things and execute and deliver any and all such
other instruments (including any notification to the Aviation Authority
of changes in the ownership, registration and lease structure of the
Aircraft and providing the New Lessor and the Existing Lessor with a
copy of the certificate of registration in respect of the Aircraft
naming the New Lessor as owner) as the New Lessor may reasonably
require to reflect the change in the identity of the owner and lessor
of the Aircraft recited in this
Agreement. |
| |
| 8.4 | The Existing Lessor
undertakes to return to the Lessee the original of each of the
Deregistration Power of Attorney and the Eurocontrol Letter, delivered
by the Lessee to the Existing Lessor under the Lease as soon as
practicable after the Effective Time. |
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| |
| 8.5 | The New
Lessor undertakes to deliver a copy of the ▇▇▇▇ of sale for the sale of
the Aircraft from the Existing Lessor to the New Lessor as soon as
practicable after the Effective Time. |
| |
| 9 | Representations and
Warranties |
| |
| 9.1 | The Lessee represents
and warrants to the New Lessor as of the date hereof and as of the
Effective Time, that: |
| | |
| (a) | the Lease has not been
terminated by either of the parties
thereto; |
| | |
| (b) | no Event of Default has occurred and
is continuing or will result from the entry into or performance of this
Agreement by the Lessee; |
| | |
| (c) | the Existing Lessor
and the Lessee have not agreed any changes or amendments to the
Maintenance Programme; |
| | |
| (d) | the date of Delivery of
the Aircraft to the Lessee under the Lease was 13 September
2005; |
| | |
| (e) | there are no subleases on a dry lease
basis in effect at the date hereof and none such will be in effect at
the Effective Time; |
| | |
| (f) | no notice of intention to
exercise the early termination option conferred by the Letter Agreement
has been issued by the Lessee; |
| | |
| (g) | the Lease and
the Security Deposit Agreement constitute the sole and entire agreement
between the Lessee and the Existing Lessor regarding the leasing of the
Aircraft and there are no other documents, instruments or agreements
between the Existing Lessor and the Lessee relating to the Aircraft or
the Lease, and other than as contemplated by this Agreement, the
Certificate of Acceptance, the Security Deposit Agreement, the Letter
Agreement and the Amendment Agreement, there have been no assignments,
amendments, modifications, waivers or consents entered into with
respect to the Lease; and to the best of the Lessee's knowledge
no default by the Existing Lessor has occurred and is continuing under
the Lease and the transfer of the Aircraft to the New Lessor as
contemplated under the Sale Agreement will not result in such a
default; |
| | |
| (h) | no claims against the Existing Lessor
exist or are pending under or in respect of the Lease;
and |
| | |
| (i) | no Eligible Maintenance Event has
occurred. |
| |
| 9.2 | The Lessee further
represents and warrants to the New Lessor and the Existing Lessor, as
of the Effective Time, that: |
| | |
| (a) | it is a company
duly organised and validly existing under the laws of Denmark and that
it has corporate power and authority to enter into and perform this
Agreement, this Agreement has been duly authorised by all necessary
corporate action on the part of the Lessee and neither the execution
and delivery hereof nor the transactions contemplated hereby nor
compliance by the Lessee with any terms and provisions hereof or of the
Novated Lease will contravene any law applicable to the Lessee or
result in any breach of, or constitute any default under, or result in
the creation of, any Security Interest upon any property of the Lessee
under any agreement or instrument to which the Lessee is a party or by
which the Lessee or its properties or assets may be bound or
affected; |
| | |
| (b) | the Lessee has complied with every
necessary consent, approval, order, or authorisation of, or
registration with, or the giving of prior notice to, any government
entity having jurisdiction over the Lessee with respect to the
execution and delivery of this Agreement or the validity and
enforceability hereof or the satisfaction of all monetary and other
obligations hereunder; |
| | |
| (c) | this Agreement has been
duly entered into and delivered by the Lessee and constitutes the
valid, legal and binding obligations of the Lessee enforceable in
accordance with its terms; |
| | |
| (d) | no Total Loss has
occurred and, to the best of Lessee's knowledge, no event, which
with the passing of time would result in a Total Loss, has
occurred; |
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| | |
| (e) | no enquiries having been
made, the Aircraft is free and clear of all Security Interests (other
than Permitted Liens); |
| | |
| (f) | there are no claims
known to the Lessee that can be asserted against it or the Aircraft by
the Existing Lessor arising out of the
Lease; |
| | |
| (g) | there are no insurance claims
outstanding by the Lessee with respect to the Aircraft and to the best
of Lessee's knowledge no damage has occurred with respect to the
Aircraft with a cost of repair in excess of USD 250,000, except for the
costs of Required Rectification (as defined in the Amendment
Agreement); |
| | |
| (h) | there are no outstanding notices
or demands from any governmental, semi-governmental or public authority
or instrumentality or any other person claiming authority in respect of
the Aircraft requiring any mandatory work or other mandatory action to
be taken or the mandatory expenditure of any money in respect thereof;
and |
| | |
| (i) | no sums are due by the Lessee to
Eurocontrol and/or any other relevant air traffic control authority in
respect of all of the aircraft operated by the
Lessee. |
| |
| 9.3 | The New Lessor represents
and warrants to the Lessee and the Existing Lessor, as of the date
hereof and as of the Effective Time, that: |
| | |
| (a) | it
is a national banking association incorporated and validly existing
under the laws of the State of Utah, the United States of America and
that this Agreement has been duly authorised by all necessary corporate
action on the part of the New Lessor and has been duly executed and
delivered by the New Lessor and constitutes the valid, legal and
binding obligations of the New Lessor enforceable in accordance with
its terms; |
| | |
| (b) | by the execution and delivery of
this Agreement, and any of the transactions contemplated hereby, the
New Lessor has complied with every necessary consent, approval, order
or authorisation of, or registration with, or the giving of prior
notice to, any government entity having jurisdiction over the New
Lessor with respect to the execution and delivery of this Agreement or
the validity and enforceability hereof or the satisfaction of all
monetary or other obligations hereunder;
and |
| | |
| (c) | neither the execution and delivery of this
Agreement, nor the transactions contemplated hereby nor compliance by
the New Lessor with any terms and provisions hereof or of the Novated
Lease will contravene any law applicable to the New Lessor or result in
any breach of, or constitute any default under any agreement or
instrument to which the New Lessor is a party or by which the New
Lessor or its properties or assets may be bound or
effected. |
| |
| 9.4 | The New Lessor hereby
represents and warrants to the Lessee in the terms of Clause 19.2 to
the Lease Agreement (as amended by this Agreement) as if references
therein to ‘‘Lessor’’ were to the New
Lessor. |
| |
| 9.5 | The Existing Lessor
represents and warrants to the New Lessor and the Lessee, as of the
date hereof and as of the Effective Time, that: |
| | |
| (a) | it is a limited company duly incorporated and
validly existing under the laws of the Kingdom of Denmark and that this
Agreement has been duly authorised by all necessary corporate action on
the part of the Existing Lessor and has been duly executed and
delivered by the Existing Lessor and constitutes the valid, legal and
binding obligations of the Existing Lessor enforceable in accordance
with its terms; |
| | |
| (b) | by the execution and delivery
of this Agreement, and any of the transactions contemplated hereby, the
Existing Lessor has complied with, every necessary consent, approval,
order or authorisation of, or registration with, or the giving of prior
notice to, any government entity having jurisdiction over the Existing
Lessor with respect to the execution and delivery of this Agreement or
the validity and enforceability hereof or the satisfaction of all
monetary or other obligations hereunder; and |
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| | |
| (c) | neither the execution
and delivery of this Agreement, nor the transactions contemplated
hereby nor compliance by the Existing Lessor with any terms and
provisions hereof will contravene any law applicable to the Existing
Lessor or result in any breach of, or constitute any default under, or
result in the creation of, any Security Interest upon any property of
the Existing Lessor, any agreement or instrument to which the Existing
Lessor is a party, or by which the Existing Lessor or its properties or
assets may be bound or
effected. |
| |
| 9.6 | The Existing Lessor
further represents and warrants to the New Lessor, as of the date
hereof and as of the Effective Time, that: |
| | |
| (a) | the
Lease is in full force and effect and has not been terminated and
Existing Lessor is not in breach of its obligations
thereunder; |
| | |
| (b) | the Existing Lessor and the Lessee
have not agreed any changes or amendments to the Maintenance
Programme; |
| | |
| (c) | the date of Delivery of the
Aircraft to the Lessee under the Lease was 13 September
2005; |
| | |
| (d) | the Lease and the Certificate of
Acceptance constitute the sole and entire agreement between the Lessee
and the Existing Lessor regarding the leasing of the Aircraft and there
are no other documents, instruments or agreements between the Existing
Lessor and the Lessee relating to the Aircraft or to the Lease and,
other than as contemplated by this Agreement, the Certificate of
Acceptance, the Letter Agreement and the Amendment Agreement there have
been no assignments, amendments, modifications, waivers or consents
entered into with respect to the Lease; no default by the Existing
Lessor has occurred and is continuing under the Lease and the transfer
of the Aircraft to the New Lessor as contemplated under the Sale
Agreement will not result in such a default; |
| | |
| (e) | to the best of the Existing Lessor’s
knowledge, all reasonable enquiries having been made, no Event of
Default under the Lease has occurred and is
continuing; |
| | |
| (f) | save for claims for Rent and
Additional Rent, no claims have been asserted against the Lessee or the
Aircraft by the Existing Lessor pursuant to the
Lease; |
| | |
| (g) | no amounts (whether in respect of Rent,
Additional Rent or otherwise) are due and owing by the Lessee to the
Existing Lessor pursuant to the Lease and no amounts are due and owing
(and to the best of the Existing Lessor’s knowledge, no claims
are pending which would make an amount due and owing) by the Existing
Lessor to the Lessee under the
Lease. |
| |
| 10 | Letter
Agreement |
| |
| 10.1 | The New
Lessor: |
| | |
| (a) | acknowledges the right of the Lessee
to terminate the leasing of certain aircraft, including the Aircraft,
in accordance with the terms of clause 2 of the Letter Agreement;
and |
| | |
| (b) | agrees to discuss in good faith the
staggered redelivery of the Aircraft in accordance with clause 7 of the
Letter Agreement. |
| |
| 10.2 | The parties
agree that neither the Letter Agreement or the Amendment Agreement nor
the rights and obligations thereunder, shall be transferred nor novated
to the New Lessor and the Lessee shall have no rights against the New
Lessor in relation to the Letter Agreement and Amendment
Agreement. |
| |
| 11 | Miscellaneous |
| |
| 11.1 | No
variation: The provisions of this Agreement shall not be varied
otherwise than by an instrument in writing executed by or on behalf of
all the parties, provided that the New Lessor and the Lessee shall be
entitled to amend, modify or vary the terms of the Novated Lease after
the Effective Time without reference to the Existing
Lessor. |
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| |
| 11.2 | Termination
of Sale Agreement: In the event that the Sale Agreement is
terminated or cancelled by agreement by the parties thereto or in
accordance with its terms or lapses or becomes void without completion
and passing of title thereunder having occurred, the Existing Lessor
and the New Lessor will promptly notify the Lessee thereof and this
Agreement, save for Clause 11.6 hereof, shall thereupon automatically
be cancelled and terminated and the rights and obligations of the
Existing Lessor and the Lessee under the Lease shall continue
unaffected by this Agreement and the Existing Lessor shall forthwith
deliver to the Lessee the Lease Declaration in the form and of contents
provided for in Annex D, Part II, Section c. to the Lease Agreement and
the New Lessor shall forthwith return to the Lessee any and all
documents delivered by or on behalf of the Lessee pursuant to clause 6
hereof. |
| |
| 11.3 | Continued
Representations and Warranties: All representations, warranties
and agreements contained in this Agreement, including those
incorporated by reference, shall continue in full force and effect
after the Effective
Time. |
| |
| 11.4 | Notice: Every
notice, request, demand or other communication under this Agreement
shall: |
| | |
| (a) | be in writing delivered personally or
by prepaid courier delivery services or other similar services or
facsimile; |
| | |
| (b) | be deemed to have been received,
subject as otherwise provided in this Agreement, in the case of a
facsimile, at the time of dispatch (provided, however, that if the date
of dispatch is not a business day in the country of the addressee it
shall be deemed to have been received at the opening of business on the
next such business day), and in the case of a letter, when delivered;
provided, however, that if personal delivery or delivery by courier of
a notice is tendered but refused, such notice shall be effective upon
such tender; and |
| | |
| (c) | be sent to the New Lessor at
the relevant address and facsimile number set out in Clause 21 of the
Lease Agreement (as amended by this Agreement), to the Existing Lessor
at the relevant address referred to in Clause 21 of the Lease Agreement
and to the Lessee at the address set out in Clause 21 of the Lease
Agreement. |
| |
| 11.5 | Costs: Each of
the Existing Lessor and the New Lessor shall pay its own legal and
professional costs and expenses in respect of the negotiation,
documentation and closing of the transactions contemplated by this
Agreement, including, inter alia, the New Lessor paying its own costs
and expenses associated with the inspection of the Aircraft. The
Existing Lessor shall pay to the Lessee on demand and/or indemnify the
Lessee for any costs, expenses or fees, including but not limited to
legal fees and the costs of establishing the security arrangement under
the Replacement Security Deposit Agreement, reasonably incurred by the
Lessee in relation to the negotiating, documentation and closing of the
transactions contemplated by this Agreement and in relation to the
termination of any liens or other security arrangements with respect to
the Aircraft, the Lease and/or any related property in favour of the
Existing Lessor’s financiers, save that the New Lessor shall pay
to the Lessee on demand any costs, expenses and fees incurred by the
Lessee in connection with the registration of the New Lessor and its
financiers' title in and to the Aircraft and the Novated Lease.
Any other costs, fees and expenses in connection with the registration
of the New Lessor’s and its financier’s title in and to
the Aircraft and the novated lease shall be for the account of the New
Lessor. |
| |
| 11.6 | Governing law and
jurisdiction: The provisions of Clause 23.1, 23.2 and 23.3 of the
Lease Agreement shall apply to this Agreement as if set out in full
herein and as if references therein to
‘‘Lessor’’ were to ‘‘Existing
Lessor’’ and the ‘‘New
Lessor’’ and as if references therein to the
‘‘Lease’’ were references to this
Agreement. |
| |
| 11.7 | Entire
Agreement: The Novated Lease, the Replacement Security Deposit
Agreement and this Agreement together constitute the sole and entire
agreement between Lessee and the New Lessor in relation to the leasing
of the Aircraft and supersede all previous agreements in relation to
that leasing. |
| |
| 11.8 | Invalidity of
Provisions: If any of the provisions of this Agreement become
invalid, illegal or unenforceable in any respect under any law, the
validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired. |
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| |
| 11.9 | Counterparts:
This Agreement may be executed in any number of separate counterparts
by the parties and each counterpart shall when executed and delivered
be an original document, but all counterparts shall together constitute
one and the same
instrument. |
| |
| 11.10 | No Increased
Obligations: Notwithstanding anything set out to the contrary in
this Agreement, the Lessee’s obligations shall not be increased
and its rights shall not be diminished and the Lessee shall not at any
time be obligated to make any payment to the Existing Lessor, the New
Lessor and/or any Indemnitee under or pursuant to the Lease or the
Novated Lease which the Lessee would not have been required to make if
this Agreement and the novation contemplated hereby had not become
effective, it being understood that the addition of Indemnitees shall
not of itself be deemed to constitute an increased obligation, provided
that the Lessee’s aggregate payment obligations shall not
increase. |
| |
| 11.11 | Tax
Restructuring: Should Taxes arise as a result of the leasing of
the Aircraft under the Novated Lease, the Lessee and the New Lessor
shall, on either such party’s reasonable request, negotiate in
good faith with a view to restructuring the Lease or to otherwise
mitigating such Taxes. |
| |
| 12 | Effective
Time |
This Agreement shall become effective upon
execution by the Existing Lessor, the Lessee and the New Lessor of the
Effective Time Notice.
IN WITNESS whereof the
parties hereto or their duly authorized representatives have executed
this Agreement on the date written above.
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SIGNATURE PAGE, LEASE NOVATION
AGREEMENT, MSN 28010
SIGNED for and on
behalf of
MAERSK AIRCRAFT
A/S
/s/ ▇▇▇▇▇▇▇▇
▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
SIGNED for and on behalf
of
▇▇▇▇▇ FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION
(not in its individual capacity
except as provided herein but otherwise solely as owner trustee)
/s/ ▇▇▇▇▇ ▇.
▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
SIGNED for and on behalf
of
STERLING AIRLINES
A/S
| | | |
| /s/
Almar Hilmarsson | | | /s/ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ |
| Name: Almar
Hilmarsson | | | ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ |
|
13
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Schedule 1, Form of
Effective Time
Notice
2006
Aircraft Lease Agreement dated 12 September
2005 between Maersk Aircraft A/S (the ‘‘Existing
Lessor’’) and Sterling Airlines A/S (the
‘‘Lessee’’) in respect of one Boeing
B737-7L9 aircraft with manufacturer’s serial number 28010 as has
been and may be further amended from time to time (the
‘‘Lease’’)
Aircraft
Lease Novation and Amendment Agreement dated
2006 between the Existing Lessor, the
Lessee and ▇▇▇▇▇ Fargo Bank Northwest, National Association (not in its
individual capacity but solely as Owner Trustee) (the
‘‘New Lessor’’), in respect of the Lease
(the ‘‘Novation
Agreement’’)
We, the Existing Lessor and
the New Lessor confirm that the conditions precedent specified in
Clauses 6.1 and 6.2 of the Novation Agreement have been satisfied (or
waived in accordance with Clause 6.4 of the Novation Agreement) and we,
the Lessee, confirm that the conditions precedent specified in Clause
6.3 of the Novation Agreement have been satisfied or waived in
accordance with Clause 6.4 of the Novation Agreement and accordingly
that the Effective Time under the Novation Agreement has
occurred.
Signed
by:
for
and on behalf of
MAERSK AIRCRAFT
A/S
Signed
by:
for
and on behalf of
▇▇▇▇▇ FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION
(not in its individual capacity but
solely as Owner Trustee)
Signed
by:
for
and on behalf of
STERLING AIRLINES
A/S
14
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Schedule 2, Lease Agreement Acceptance
Certificate
See the attached unnumbered
pages.
15
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Schedule 3, Lessee
Notice
THIS LESSEE’S NOTICE (this
‘‘Notice’’) is provided as
of this day of August 2006, to Sterling Airlines
A/S (the ‘‘Lessee’’), a
limited company incorporated under the laws of the Kingdom of Denmark
whose registered office is at ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇-▇▇▇▇
Dragør, Denmark in connection with (a) the Credit Agreement
(2006-A), dated as of February 28, 2006 (the
‘‘Credit Agreement’’), among
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ No. 3
Limited, the Borrowers party thereto from time to time, including ▇▇▇▇▇
Fargo Bank Northwest, National Association (not in its individual
capacity but solely as owner trustee) (the
‘‘Lessor’’), JPMorgan Chase
Bank, N.A., as agent (the
‘‘Agent’’), and JPMorgan
Chase Bank, N.A., Bear ▇▇▇▇▇▇▇ Corporate Lending Inc. and Citibank
N.A., and the other Lenders party thereto from time to time
(capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned thereto in the Credit Agreement), (b) that
certain Aircraft Lease Agreement dated 12 September 2005, as
supplemented by a letter agreement dated 13 September 2005
between, amongst others, Maersk Aircraft A/S (the
‘‘Previous Owner’’) and the Lessee and
as novated and amended by that certain Aircraft Lease Novation and
Amendment Agreement dated August 2006
among the Previous Lessor as existing lessor, Lessor as new lessor and
Lessee (the ‘‘Lease’’) and (c) a
Boeing 737-7L9 aircraft having manufacturer’s serial number
28010 and Danish Registration ▇▇▇▇ OY-MRG (the
‘‘Aircraft’’).
| |
| 1. | Notice
to Lessee. The Lessor and Agent hereby provide notice to
Lessee of the following: |
| | |
| (a) | The Lessor has
granted a security interest to the Agent for the benefit of the Secured
Parties in all of the Lessor’s right, title and interest in, to
and under the Lease as collateral security for all of the obligations
of the Lessor under, or in connection with the transactions
contemplated in, the Credit Agreement (the
‘‘Borrower
Obligations’’); |
| | |
| (b) | The
Agent and the other Secured Parties shall not, prior to becoming a
transferee of the rights and obligations of the Lessor under the Lease
(the ‘‘Transferee’’), be
subject to any liability or obligation under the Lease;
and |
| | |
| (c) | Following the occurrence of an Event of
Default under the Credit Agreement, and subject to the terms thereof
relating to Lessee’s right to quiet enjoyment so long as no
default or breach by Lessee exists under the Lease, the Agent shall
have the right to exercise its rights thereunder as a secured creditor
and collateral assignee of the Lease to make all demands, give all
notices, take all actions and exercise all rights of the Lessor under
and in accordance with the
Lease. |
2. Consents and Acknowledgments by
Lessee. The Lessee hereby:
| | |
| (a) | acknowledges notice of and irrevocably consents
to the assignment by the Lessor to the Agent for the benefit of the
Secured Parties of all of the Lessor’s right, title and interest
in, to and under the Lease as collateral security for the Borrower
Obligations; |
| | |
| (b) | agrees that the Agent and the
other Secured Parties shall not, prior to becoming a Transferee, be
subject to any liability or obligation under the Lease, and
acknowledges the right of the Agent and the other Secured Parties to
cure defaults by the Lessor under the Lease within any applicable cure
period under the Lease pursuant to the terms of this Notice
(notwithstanding anything to the contrary contained in the Lease),
without assuming or being responsible for any of the obligations of the
Lessor thereunder; |
| | |
| (c) | acknowledges the right of
the Agent, following the occurrence of an Event of Default under the
Credit Agreement, and subject to the terms thereof relating to
Lessee’s right to quiet enjoyment so long as no event of default
by Lessee exists under the Lease, to exercise its rights thereunder as
a secured creditor and collateral assignee of the Lease to make all
demands, give all notices, take all actions and exercise all rights of
the Lessor under and in accordance with the Lease;
and |
| | |
| (d) | acknowledges and agrees, notwithstanding
anything to the contrary contained in the Lease, but subject to the
provisions of this Notice, that the collateral assignment of the Lease
to the Agent for the use and benefit of the Secured Parties and any
enforcement rights executed by the Secured Parties in connection
therewith shall not in itself constitute a default or breach by the
Lessor under the Lease, provided that any exercise by the Secured
Parties of their enforcement |
16
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| | |
| |
rights under such assignment will not
interfere with (i) the Lessee’s quiet and uninterrupted use and
enjoyment of the Aircraft or (ii) the Lessee’s rights in respect
of maintenance contributions or (iii) the Lessee‘s rights under
the security deposit agreement dated on or about the date hereof and
made between the Lessee, Lessor and
***. |
| |
| 3. | Payments. Until
notified in writing by the Agent to the contrary, the Lessee shall with
releasing effect pay any and all amounts of rent payable by it to the
Lessor under the Lease directly to the Agent at its address and account
specified on Exhibit A hereto, or to such other place or entity or in
such other manner as the Agent may from time to time specify in writing
to the Lessee. |
| |
| 4. | Other Lessee
Notice. Lessor hereby instructs Lessee that (i) each of
the Secured Parties now or hereafter party to the Credit Agreement
shall be deemed (x) an ‘‘Indemnitee’’ for
all purposes of the Lease, including for purposes of the general
indemnity set out in Clause 17.2 of the Lease Agreement and (y) a
‘‘Financier’’ as defined in the Lease
Agreement; and (ii) JPMorgan Chase Bank, N.A., Bear ▇▇▇▇▇▇▇ Corporate
Lending, Inc. and Citibank, N.A. shall each be named as an additional
insured; and (iii) the Agent shall be named (a) ‘‘loss
payee’’ and additional named insured or (b) a
‘‘contract party’’ on the all-risk aircraft
ground and flight hull insurance required to be maintained by Lessee
with respect to the Aircraft under the Lease and the Agent, for the
benefit of the Lenders shall be included as additional insured or
‘‘contract party’’ under the liability
insurance required to be maintained by Lessee with respect to the
Aircraft under the Lease. |
5. Secured Parties
Not Liable; Lessor Remains
Liable.
| | |
| (a) | Neither JPMorgan Chase Bank,
N.A., in its capacity as Agent or as a Lender, nor any other Secured
Party shall have any duty, obligation or liability under the Lease, by
reason of this Notice or the transactions contemplated
hereby. |
| | |
| (b) | Nothing contained in this Consent or
in the relevant Security Assignment shall be construed as any release,
discharge, novation or waiver of the Lessor’s obligations and
liabilities under the Lease (including without limitation the duty to
perform) and the Lessor shall remain fully responsible and liable for
all obligations and liabilities of the lessor, as novated to it by the
Previous Lessor, under the Lease. |
IN WITNESS WHEREOF, the
parties hereto have caused this Consent to be duly executed by
authority duly given as of the day and year first above
written.
| ▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION (not in its individual capacity but solely
as owner
trustee) |
| By:
Name:
Title: |
| STERLING AIRLINES
A/S |
| By:
Name:
Title: |
| JPMORGAN CHASE BANK, N.A. as
Agent |
| By:
Name:
Title: |
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EXHIBIT A, Addresses for
Notices
Lessee:
Sterling Airlines
A/S
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇-▇▇▇▇
Dragør
Denmark
Facsimile: ▇▇▇ ▇▇ ▇▇ ▇▇
▇▇
Attention: The
President
Agent:
JPMorgan Chase Bank,
N.A.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇
Tel: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Account for
Payments:
| |
| Name of
Bank: | *** |
| |
| Swift: | *** |
| |
| For
the Account of: | *** |
| |
| Account
Name: | *** |
| |
| Account
Number: | *** |
| |
| ABA: | *** |
With
a copy to:
JPMorgan Chase Bank, N.A.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Tel: (▇▇▇)
▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
18
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Lessor:
▇▇▇▇▇
Fargo Bank Northwest, National Association
▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
12th Floor
Salt Lake City
Utah UT
84111
United States of America
Telefax no.: ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇
Attention: Corporate Trust Department, MAC:
U1228-120
with a copy to:
Aircastle
Advisor LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Telefax no.: ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ / ▇▇ ▇▇▇ ▇▇▇
▇▇▇▇
Facsimile: ▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇
Tel: ▇▇
▇▇▇-▇▇▇-▇▇▇▇
19
Table of Contents
Exhibit
10.2
Execution version, ▇▇-▇▇▇,
▇▇▇ ▇▇▇▇▇
AIRCRAFT LEASE NOVATION AND AMENDMENT
AGREEMENT
between
MAERSK
AIRCRAFT A/S
as existing
lessor
and
▇▇▇▇▇ FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION
(not in its individual capacity but
solely as Owner Trustee)
as new
lessor
and
Sterling Airlines
A/S
as
lessee
Relating to one Boeing
B737-7L9 aircraft with manufacturers serial number 28010 and Danish
registration marks OY-MRG (the
‘‘Aircraft’’).
Dated
17 August 2006
PORTIONS OF THIS EXHIBIT
MARKED BY AN *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
Contents
II
